Terms of service
TERMS AND CONDITIONS OF SALE AND DELIVERY - BUSINESS (B2B)
Diga Colmore Venlo BV, hereinafter: Diga Colmore, is established at Floralaan 25, 5928 RD Venlo, the Netherlands and registered in the trade registry of the Chamber of Commerce in Limburg under number: 12068454. VAT number: NL818559573B01
- IBAN: NL18INGB0113887299, SWIFT/BIC: INGBNL2A
- Phone: +31 77 324 1930
- E-mail: info@colmore.nl, webshop@colmore.nl
If you are doing business with Diga Colmore Venlo BV, also including via our Webshop https://colmorecollection.com and/or https://colmore.nl the following terms and conditions of sale and delivery apply:
1. Contractual basis
1.1 These terms and conditions of sale and delivery apply to online and offline orders and purchases from Diga Colmore Venlo BV. These terms together with the purchase agreement and Diga Colmore’s offer, order confirmation and invoice constitute the full agreement.
1.2 If there is a conflict between Diga Colmore’s order confirmation and/or these terms and conditions, the order confirmation or purchase agreement shall prevail.
1.3 The buyer’s terms and conditions of purchase shall not apply unless they are accepted in writing by Diga Colmore. In case of conflict between the buyer’s terms and conditions and Diga Colmore’s terms and conditions the latter shall prevail.
2. Conclusion of purchase agreement
2.1 An order is not binding for Diga Colmore before the buyer has received a written or electronic order confirmation from Diga Colmore. All offers made will remain valid for a period that is to be indicated by Diga Colmore.
2.2 An offer is only binding if it has been confirmed in written form. Sending offers, leaflets, price lists etcetera do not oblige Diga Colmore to delivery or acceptance of an order.
2.3 Diga Colmore’s information on price, delivery, characteristics, capacity and technical data is purely indicative and does not constitute a warranty or guarantee. Diga Colmore is not liable if the delivered products do not meet the buyer’s needs or purpose of use.
3. Arrangements
3.1 Diga Colmore holds the right to demand assurance that payments and other obligations will be fulfilled by the buyer, before (further) offering its services and/or deliveries.
3.2 For offline orders, a down payment of 50% of the purchase price should be made. The remaining sum should be paid before delivery. For online orders full payment is required. There will be no delivery without a full payment.
3.3 Diga Colmore holds the authority - if it deems suitable – to expend and prepare a correct execution of the agreement, for which the costs will be on the account of the buyer in accordance with the price quotation supplied.
3.4 Adjustments to the original order, of whatever nature, which are made by the buyer in written or oral form, that result in higher costs than is calculated in the original price quota-tion, will be charged extra to the buyer. As a result of adjustments, the agreed price may be higher, or the delivery time of Diga Colmore may be exceeded. Implementing an adjustment by the buyer implies an explicit acceptance of a possible rise in price or exceeding the delivery time as well.
4. Prices
4.1 All prices exclude VAT and are ex works Venlo (transportation and delivery costs not included), unless otherwise has been expressly agreed upon in written form. The prices are correct and binding under reservation of any typing and printing errors. No liability is accepted for the consequences of printing and typesetting errors or for publication of erroneous prices and models.
4.2 Prices are subject to change. If, after the realization of the agreement, one or more cost price factors are increased, Diga Colmore consequently reserves the right to adapt the prices of the goods to be delivered, even if this has taken place because of predictable circumstances at the conclusion of the agreement.
5. Delivery
5.1 Delivery is according to the ICC’s INCOTERMS 2020 Ex Works clause, after which, when the goods are ready for delivery, the risk passes to the buyer and all costs associated with transportation are borne by the buyer.
5.2 Delivery will be made to the first door. The buyer is responsible for receiving and taking the goods inside.
5.3 As soon as the goods have arrived and Diga Colmore has informed the buyer about this, the buyer is obliged – after full payment – to collect these goods within 1 week or to put these goods on transport within such term. Failure to do so will result in an extra charge of storage costs of €1,25 per pallet space per day, excluding VAT, starting 7 days after the goods are ready for transport. These costs must be paid in full before collection and/or shipment of the goods.
5.4 When part of the order is ready, Diga Colmore may decide to send this part. Diga Colmore may also decide to wait with delivery until the entire order is ready.
5.5 If, at the request of the buyer, transport is agreed upon, goods are, in any case, dispatched on the account and risk of the buyer, even when these are delivered on behalf of Diga Colmore. The buyer shall grant Diga Colmore an irrevocable power of attorney, if necessary, to conclude any transport contracts on his behalf. Also, if transport is agreed upon the manner of transport, shipment, packaging, etc., if no further instructions have been given concerning this by the buyer, will be decided by Diga Colmore following good business practices in the Netherlands, without being responsible for this. The buyer bears the risk for foreign law requirements to the manner of transport, shipment, packaging etc.
5.6 Any specific desires of the buyer concerning the transport and shipment are only carried out if the buyer has agreed to be willing to be responsible for the extra costs of this, and willing to accept the possible risks. The moment of risk transfer remains delivery Ex Works.
5.7 The delivery time is always an estimation, unless otherwise has been explicitly agreed upon in written form. The buyer holds no right to any compensation in the instance of exceeding the indicated time of delivery. The buyer may not cancel the order or refuse the receipt and/or payment of the goods due to exceeding the delivery time.
5.8 All due transport costs, import and export duties, monitoring and clearance charges, taxes and other charges, are on the account of the buyer. The buyer indemnifies and holds harmless Diga Colmore from any claims of third parties with regards to the transport of goods.
6. Payment
6.1 All invoices will be paid in full, free from any deduction, discount or settlement.
6.2 Every payment of the buyer is solely for fulfillment of the interest owed, as well as the collection and/or administrative costs, and will then be deducted from the earliest outstanding amounts.
6.3 If the buyer fails to pay within the agreed terms, he shall be deemed to be in default by operation of law and Diga Colmore, without needing to give any notice of default, shall be entitled to charge the buyer with interests as from the due date at the rate of 1% per month as well the extrajudicial costs which will be set at 15% of the sum due, with a minimum of €250,-. All costs of collection, both legal and extrajudicial shall be payable by buyer. In the event of bankruptcy, suspension, insolvency of the buyer or liquidation of his company, Diga Colmore shall be entitled to demand immediate payment of all the amounts due by the buyer.
6.4 Payment of an online order is by means stated on the webshop. The order may be subject to further (payment/order) conditions. In case of payment by bank or third party, the date of payment is the date of crediting the bank account of Diga Colmore. If payment by credit card is selected, the terms and conditions of the respective card issuer apply to this payment. Diga Colmore is not a party in the relationship between the buyer and the card issuer. Diga Colmore reserves the right not to offer one or more of the above-mentioned payment options, for a definite or indefinite period.
7. Cancellation
7.1 In the instance of failure to pay a due amount, request of suspension of payment by the buyer, or in case of bankruptcy or liquidation of the buyer, Diga Colmore holds the right to terminate the purchase agreement in whole or in part, to be executed, without any form of judicial notice, unabated Diga Colmore’s right to compensation.
7.2 If the buyer wishes to cancel the agreement, this should be done by registered mail. Cancellation will require approval, depending on the order. Cancellation will involve expense, depending on the order. The cancellation costs are:
• 25% of the purchase sum if the order concerns a regular product
• 50% of the purchase sum if the order concerns a special product
8. Retention of title
8.1 The retention of title agreed below serves to secure all existing and future claims of Diga Colmore against the buyer arising from the purchase contract between the contracting parties.
8.2 The goods delivered by Diga Colmore to the buyer remain the property of Diga Colmore until all secured claims have been paid in full. The goods and the goods replacing them in accordance with the following provisions, which are covered by the retention of title, are hereinafter referred to as “reserved goods”.
8.3 The buyer shall store the reserved goods for Diga Colmore free of charge. The buyer is obliged to treat the reserved goods with care and to insure them at its own expense against fire, water and theft to amount of the replacement value of the purchased item.
8.4 Until Diga Colmore invokes retention of title (“Realisation Event”), the buyer is entitled to process or install the reserved goods in the ordinary course of business with the prior written consent of Diga Colmore. Pledging, transfer by way of security and sale are not permitted.
8.5 If the reserved goods are processed by the buyer, it is agreed that the processing shall be carried out in the name and on behalf of Diga Colmore and that Diga Colmore shall immediately acquire ownership or – if the processing is carried out from materials or items belonging to several owners or if the value of the processed item is higher than the value of the reserved goods – the co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs on the part of Diga Colmore, the buyer hereby transfers its future ownership – or co-ownership in the above-mentioned ratio – of the newly created item to Diga Colmore as security. If the reserved goods are combined with other items to form a single item or are inseparably mixed and one of the items is to be regarded as the main item, so that the seller or buyer acquires sole ownership, the party who owns the main item shall transfer to the other party the co-ownership of the single item in the ratio specified in sentence 1.
8.6 In the event of loss or destruction of the reserved goods, the buyer hereby assigns to Diga Colmore, by way of security, all claims arising therefrom, such as insurance claims or claims raising from unlawful acts – in the case of co-ownership of the reserved goods by Diga Colmore, proportionately in accordance with the co-ownership share. Diga Colmore revocably authorises the buyer to collect the claims assigned to Diga Colmore in its own name. Diga Colmore may only revoke this authorisation to collect if the Realisation Event occurs.
8.7 If third parties seize the reserved goods, in particular through attachment, the buyer shall immediately notify them of Diga Colmore’s ownership and inform Diga Colmore thereof in order to enable him to enforce his property rights. If the third party is unable to reimburse Diga Colmore for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable to the seller for these costs.
8.8 Diga Colmore shall release the reserved goods and the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. Diga Colmore shall be responsible for selecting the items to be released.
8.9 If Diga Colmore withdraws from the contract due to breach of contract by the buyer – in particular default in payment -, which constitutes a Realisation Event in the meaning of this clause, he shall be entitled to demand the return of the reserved goods.
8.10 This retention of title (including the legal consequences in rem) is subject to the law of the Federal Republic of Germany.
9. Notice of lack of conformity
9.1 Standard commercial quality material will be used, unless special demands have been made and these have been explicitly accepted by Diga Colmore in written form.
9.2 The buyer should check the goods (or let them be checked) upon collection/delivery of them. The buyer should check if the delivered goods are in accordance with the agreement, meaning:
- the correct products have been delivered
- the number of the delivered products is equal to that in the agreement
- the delivered goods answer to the agreed quality demand or – if these are lacking – the demands that can be made for normal use and/or purposes.
9.3 Complaints due to the observable facts upon receipt should be indicated on the receipt/shipment document, under the penalty of losing the right to file complaints.
9.4 Complaints about shortcomings that are not immediately observable should be communicated by the buyer to Diga Colmore in written form, within five working days after receipt.
9.5 The right of complaint of the buyer expires if the buyer fails to allow Diga Colmore to check the products concerned in their original state. If the complaint is valid, Diga Colmore will choose to either repair the defects found or to replace the products delivered free of charge if the original products delivered are returned.
9.6 Diga Colmore only provides a warranty on construction defects and/or technical failures. Shrinking/ripping or similar damage to wooden products is not covered by the warranty, since it is nature for wood to warp. For all other products the principle “sold as seen” is applicable, unless otherwise has been agreed upon.
9.7 No complaints can be filed about products that are for sale. Slight deviations in quality, color, size, weight, finish, design, etc. permissible in the trade and/or technically unavoidable shall constitute no reason for complaint. Glass, mirrors, lampshades and earthenware breakages are excluded from the warranty, as are wear and tear and defects caused other than by domestic and/or by improper use.
9.8 Every right of complaint expires when the goods have been completely or partially taken into use. Concerning the application of this clause, each partial delivery shall be considered as an individual delivery. Buyer is not entitled to return the goods about which he complaints, without written authorization of Diga Colmore. Return of goods and packaging can only taken place by prior written agreement, and only with an applied return order number, and will be at the buyer’s expense. In the event of established damage to the packaging, buyer must report this to Diga Colmore within 24 hours after reception of those goods.
9.9 Diga Colmore is not liable in the event of defects, damages or wears occurs due to improper use, breach of instructions and guidelines, improper assembly by the buyer, changes made to the goods by the buyer or repairs that the buyer has done incorrectly, lack of maintenance and common wear and tear. Diga Colmore is not liable for other direct or indirect costs due to defects in one of Diga Colmore’s products.
9.10 Any processing of the goods delivered by Diga Colmore shall be for the own risk of the buyer. The buyer indemnifies Diga Colmore against all claims from third parties arising from any processing of the goods delivered by Diga Colmore. Complaints will not suspend the payment obligations upon the buyer.
10. Limitation of liability
Diga Colmore is liable under the general rules of Dutch law. However, Diga Colmore cannot be held liable for the buyer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss. Diga Colmore’s liability is any event limited to the value of the goods supplied.
11. Force majeure
11.1 Diga Colmore cannot be held liable if the failure to fulfil its obligations is due to a reason beyond Diga Colmore’s control, such as extreme weather conditions, fire, flooding, accidents, staff illness, strikes, lock-outs, epidemics, pandemics, governmental measures as result of epidemics or pandemics, export or import bans, embargos, delayed or inadequate delivery of materials from subcontractors, unexpected stop of production, lack of energy resources or transport, hacker and cyber-attacks, security incidents, deliberate or accidental corruption, loss of data, unforeseen downtime on systems, seizures and other similar circumstances.
11.2 In case of force majeure, Diga Colmore is entitled to extend the delivery time accordingly or to cancel the agreement. Save as if the agreement is canceled, the parties is obligated to fulfil the agreement upon the cease of the force majeure event. Both parties are entitled to cancel the agreement if the force majeure event occurs for more than 3 months. That which has already been performed under the agreement or associated orders shall be charged on a proportional basis, without Diga Colmore being liable to pay any compensation.
12. Product liability
Subject to the restrictions imposed by mandatory law, Diga Colmore is only liable for damage caused by products to persons or property if it is proved that the damage is due to defects or negligence on a product supplied by DIGA Colmore and it is proved that 1) the product is defect, 2) the damage is due to the defect, and 3) there is casual link between the defect and the damage.
13. Intellectual property
Diga Colmore has the exclusive right to all copyrights, design rights, trademark rights and other intellectual property rights (registered as well as non-registered) that are used, created or contained in or arising because of or in connection with the delivery of Diga Colmore’s goods and/or its website. The buyer undertaking not to infringe the intellectual property rights described in this article. The buyer is not authorized to register the trademarks of Diga Colmore as trade name and/or domain name without prior explicit and written consent from Diga Colmore, nor is the buyer entitled to register Diga Colmore’s trademarks or similar signs.
14. Online purchase
By using https://colmorecollections.com and/or https://colmore.nl or any other Diga Colmore Webshop, the buyer accepts that Diga Colmore is using technical, analytical and or functional cookies. A cookie is a small text file that is stored on the buyer’s computer to keep track of the buyer’s actions on the webpage and to recognize the computer. A cookie is not a program, and it does not contain any viruses.
15. Governing law and jurisdiction
Agreements and sales between the parties are subject do Dutch law. Any dispute that may arise in connection with the agreements and sales shall be settled by a Dutch court with the “Rechtbank Limburg” as first instance. Contrary to this provision, Diga Colmore shall always be entitled to submit a dispute or claim to the competent court in the location where the buyer is based or has its actual seat.