General Terms and Conditions of Sales and Delivery to retail stores (B2B)
Article 1. Definitions
- Seller: the private company with limited liability POM AMSTERDAM BV, also with trading name Piece of Mine (Chamber of Commerce 66567793), established and with its registered office in (1019PX) Amsterdam, Sumatrakade 739.
- Buyer: the (intended) contracting party of the Seller.
- Agreement: the agreement concluded between the Seller and the Buyer.
- Conditions: the present terms and conditions of sales and delivery.
Article 2. Conclusion of the Agreement
- An Agreement is concluded when the Buyer has accepted an offer from the Seller in writing (or by email) or (after a request of the Buyer) by sending an order confirmation by the Seller to the Buyer. In the first case, the Agreement is concluded in accordance with the offer, in the latter case, in accordance with the order confirmation, unless the Buyer has notified the Seller in writing of their objections within seven (7) days after the date of sending the order confirmation.
- Changes and/or additions to the Agreement can only be agreed by the Parties in writing. The Seller reserves the right to unilaterally change these Terms and Conditions.
- The Buyer cannot derive any rights from information from quotations, brochures, and advertising materials or from the Seller's website.
Article 3. Obligations of the Seller
- If no specific standards or regulations have been agreed, the Seller delivers in accordance with what the Seller could reasonably be expected to deliver.
- Time periods applicable to the Seller are not final deadlines, unless the Parties to the Agreement have expressly agreed otherwise in writing. An agreed period applicable to the Seller will only start after the Agreement has been concluded and all information necessary for the implementation of the Agreement is in the possession of the Seller. An agreed delivery time applicable to the Seller is at least extended by the number of days that have elapsed between the time of conclusion of the Agreement and the time at which all information necessary for the implementation of the Agreement has come into the possession of the Seller.
- The goods that the Seller offers have those properties that the Seller has communicated regarding the goods. The Seller does not guarantee that the goods are suitable for the purpose for which the Buyer intends to use them, even if this purpose has been made known to the Seller, unless it concerns normal use of the goods. The goods may deviate slightly from any samples, models or images that the Seller has made available or provided to the Buyer.
- Due to the nature of the goods, the reputation of its brand and company, carefully built up by POM Amsterdam - retailer is not permitted to offer the Products via third-party platforms, such as online marketplaces, without prior written permission from POM Amsterdam.
- Seller reserves the right to reject defects in products not reported within 14 days of receipt of the delivery. In case of a valid reclamation reported by Buyer within 14 days of receipt of the delivery, Seller will replace the product(s) and/or issue a credit note.
Article 4. Obligations of the Buyer
- Unless otherwise agreed, prices are excluding VAT, transport and packaging.
- Price increases resulting from additions and/or changes to the order and/or the specifications of the goods to be delivered made at the verbal or written request of the Buyer will be borne entirely by the Buyer.
- All costs that are the result of circumstances which the Seller did not reasonably have to take into account when entering into the Agreement will be borne by the Buyer.
- All payments by the Buyer to the Seller must be made to a bank account number to be designated by the Seller, without settlement, in euros and no later than thirty (30) days after the invoice date. This concerns a ‘period to fulfil their obligations’ within the meaning of Section 6:83 sub a of the Dutch Civil Code.
- In the absence of timely payment as referred to in the preceding paragraph, the Buyer will be in default by operation of law with at least the following consequences:
- The Buyer will owe an interest of 1.5% per month on the outstanding invoice(s);
- The Buyer will owe extrajudicial collection costs of 15% on the outstanding invoice(s) with a minimum of EUR 250;
- If the Seller starts legal proceedings with regard to the Buyer’s payment obligations, the Buyer will, in addition to the preceding paragraphs, owe the actual costs that the Seller must incur for this (such as attorney's fees, bailiff's fees, court fees, etc.).
- Payments made by the Buyer shall first be applied to all costs and interest owed and subsequently to due and payable invoices that have been outstanding the longest, even if the Buyer states that payment relates to (a) later invoice(s).
- Buyer is obliged to return goods with the original hangtags attached to each item and with the POM barcodes intact. If goods are returned that do not comply with this, Seller will charge €0.90 per item to re-tag the goods with hangtags and POM barcodes.
Article 5. Quality and Complaints
- The Buyer must check the delivered goods immediately upon delivery (at least within fourteen (14) days after receipt) for quantities, quality, visible damage, properties or defects and report this in writing or by email to the Seller, stating the order and/or invoice number and by sending (a copy of) the consignment note. After this period has expired, the goods are deemed to comply with the Agreement.
- The Buyer can no longer rely on defects other than those referred to in the previous paragraph if they have not informed the Seller in writing of their complaints within fourteen (14) days after they have discovered the defect or should have reasonably discovered it.
- If the Buyer fully or partially processes the goods or has them processed, the Buyer has approved the goods. In that case, the Seller is exempted from liability.
Article 6. Delivery
- Unless otherwise agreed, the delivery of goods takes place ex works from a (Dutch) branch of the Seller.
- The risk of the goods transfers to the Buyer at the time of delivery.
- The Seller may deliver the goods in split batches (partial deliveries).
- The Buyer is obliged to take delivery of the goods.
- In the event of delivery ex works from the Seller's premises, the obligation to take delivery of the goods commences as soon as the Seller announces that the goods are ready for collection, after which the Buyer must collect the goods within seven (7) days at the latest.
- In the event of delivery to the address of the Buyer, the goods must be received at the time that the goods are offered by the Seller at that address. If a delivery address has not been explicitly agreed in writing, the Seller may deliver the goods to the address of the Buyer that is known to the Buyer or as appears from the trade register.
- If the Buyer does not take delivery of the goods or fails to do so in time, the Buyer will be in default without further notice. In that case, the Seller is entitled to store the goods at the expense and risk of the Buyer or to sell them to a third party at any price that the Seller deems reasonable under the given circumstances. The Buyer remains liable for the full purchase price and delivery costs, without prejudice to the provisions elsewhere in these Terms and Conditions. If the Seller sells the goods to a third party, the Seller may decide to reduce the amount owed by the Buyer by the net proceeds from the sale to that third party.
Article 7. Retention of Title
- Delivery takes place under extensive retention of title. All goods delivered by the Seller remain the property of the Seller until the Buyer has fulfilled all their payment obligations under all agreements concluded between the Parties (including obligations to pay interest or (collection) costs) or on another basis towards the Seller. As long as the Buyer has not fulfilled their payment obligations, the Buyer undertakes towards the Seller to treat the goods delivered with due care, to keep them insured and not to pledge, process, transfer or hand them over to third parties. In the event of non-compliance with this obligation, the entire purchase price involved in the Agreement will become immediately due and payable.
- If the Buyer fails to fulfil their obligations towards the Seller, the Seller has the right to immediately take back the goods for which the ownership is reserved. Insofar as necessary, the Buyer will grant the Seller immediate access at the first request to buildings and/or lands of which the Buyer is the owner or manager, so that the Seller can recover their good(s).
- Payments made by the Buyer are first and foremost attributed to the Seller's claims for which no retention of title applies.
Article 8. Force Majeure
- If the Seller is unable to meet their obligations to the Buyer due to a non-attributable shortcoming, the situation of force majeure shall be deemed to exist, the Buyer shall not be entitled to terminate the Agreement and the Seller's obligations will be suspended for the duration of the force majeure situation.
- If any force majeure situation has lasted two (2) months, the Seller has the right to dissolve the Agreement in whole or in part in writing.
- In the event of a force majeure situation, the Buyer is not entitled to any (damage) compensation, even if the Seller should have any advantage as a result of the force majeure.
- Force majeure is understood to mean, in addition to that which is understood by law and jurisprudence, all external causes, foreseen and unforeseen, on which the Seller cannot exercise any influence, as a result of which the fulfilment of their obligations towards the Buyer is wholly or partially prevented or as a result of which the Seller cannot reasonably be expected to fulfil their obligations, regardless of whether that circumstance could have been foreseen at the time the Agreement was concluded. These circumstances also include: strike, exclusion, fire, machine breakage, stagnation or other production problems by the suppliers of the Seller and/or measures of any government agency (such as recalls), as well as the lack of any permit to be obtained from the government.
Article 9. Industrial and Intellectual Property
- Unless explicitly agreed otherwise in writing, the Seller retains the copyrights, patent rights and all other industrial and/or intellectual property rights on the items sold, offers made, designs provided, images, drawings, (test) models, recipes, software, etc.
- Unless explicitly agreed otherwise in writing, the rights to the data referred to in this article remain the property of the Seller regardless of whether the Buyer has been charged for the production thereof.
- All information, verbal or in writing, provided by the Seller to the Buyer remains the property of the Seller and may only be used by the Buyer for the purpose for which it was provided.
- The Buyer will not provide the Seller's information to third parties in any way whatsoever, except to the extent that this is reasonably necessary in connection with the proper execution of the Agreement and only after and to the extent that a confidentiality obligation has been agreed.
Article 10. Liability of the Buyer
- The Buyer is responsible for the information provided by or on behalf of them such as prescribed constructions, materials and methods or orders, directions and instructions given.
- The Buyer is liable for all damage that is the result of errors in the information provided by them such as the aforementioned or defects in goods, building materials, materials or tools made available or prescribed by them.
- The Buyer indemnifies the Seller against claims from third parties with regard to damage as aforementioned.
- The consequences of compliance (by the Seller or third parties) with statutory regulations or decisions taken by the government are for the account of the Buyer, regardless of whether the cause/necessity of such compliance is due to the Buyer, Seller or a third party. The Seller is not liable towards the Buyer for damage as a result of compliance as referred to above and the Buyer is obliged to cooperate with the compliance as referred to above at the Seller's first request and to compensate all damage and costs incurred by the Seller as a result of compliance as referred to above.
- The Buyer is liable for damage that is the result of work or deliveries carried out by them or on their behalf by third parties.
Article 11. Liability of the Seller
- The Seller is not liable for any indirect damage suffered by the Buyer or a third party in connection with (the performance of) an Agreement or a good or service supplied by the Seller, which includes consequential damage, immaterial damage, trading loss or environmental damage.
- Any liability for direct damage from the Seller to the Buyer, for any reason, is limited per event (in which a related series of events counts as one event) to the invoice amount actually paid to the Seller by the Buyer in the month in which the damage occurred exclusive of shipping costs, but in any case limited to the amount for which the Seller is insured and is actually paid out by their insurance.
- The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of the Seller or their managerial staff.
- Unless the damage is caused by intent or gross negligence on the part of the Seller or their managerial staff, the Buyer will indemnify the Seller against all claims from third parties, directly or indirectly related to (the use of) the goods and the Buyer will indemnify the Seller for all damages, including (legal) consultant costs, that the Seller suffers as a result of such claims.
- The Buyer can only invoke the obligations, such as those arising from this article, if they have complied with all obligations towards the Seller.
- Every right of action for any reason from the Buyer to the Seller expires one year at the latest after delivery of the goods sold to the Buyer.
Article 12. Suspension, settlement and dissolution
- The Buyer is not entitled to suspend or settle their obligations.
- In the following cases, the Buyer is legally in default and the Seller has the right to dissolve the Agreement wholly or partially extrajudicially - without any notice of default or judicial intervention:
- if the Buyer applies for bankruptcy or (provisional) suspension of payment, or is declared bankrupt, a (provisional) suspension of payment is granted, or the Buyer is placed under administration, management or legal restraint;
- if the Buyer fully or partially transfers, liquidates or ceases their activities;
- if a seizure of assets is imposed on the Buyer;
- if the Seller has good reason to fear that the Buyer will fail to fulfil their obligations.
- In the event of dissolution after the order deadline by the Seller on the basis of the preceding paragraph, the Buyer will owe the Seller by law an amount of 50% of the purchase price (including shipping costs).
- The foregoing does not affect the other rights of the Seller.
- The Seller is at all times entitled to demand security from the Buyer and/or payment in advance for the fulfilment by the Buyer of their obligations under the Agreement. The Buyer will comply with this upon first request. If the Buyer provides no or insufficient security and/or does not make an advance payment, the Seller is entitled to terminate the Agreement. In that case, the Buyer is liable for all damage incurred by the Seller.
Article 13. Applicable Law and disputes
- Dutch law is applicable to this Agreement.
- Only the Amsterdam District Court is competent to settle disputes arising from the Agreement, unless the Seller opts for the relatively competent court.
LET'S STAY IN TOUCH
Subscribe to our newsletter and receive a € 10 discount on your next order!