General Terms and Conditions
Outdoor Lifestyle exclusive all-weather outdoor furniture
Jan. 01, 2021
Article 1 – General
- These terms and conditions apply to all supply agreements entered into by Outdoor Lifestyle, hereinafter referred to as Contractor. Deviating clauses shall bind the Contractor only upon its written agreement and only for the agreement to which the agreement relates.
- The present conditions shall also apply to agreements with the Contractor, the execution of which requires the involvement of third parties by the Contractor.
- The person with whom the contractor, enters into a supply agreement, hereinafter referred to as buyer, is deemed to have viewed these terms and conditions referring to the Chamber of Commerce, website or attached documents.
- If one or more provisions of these general terms and conditions are void or voidable, this shall not affect the validity of the remaining provisions. In case of nullity of one or more provisions of these terms and conditions, the parties shall be bound by rules of as much corresponding purport as possible, which are not subject to nullity.
- The applicability of any purchasing or other conditions of the buyer is expressly rejected.
Article 2 – Offers and tenders.
- All offers or quotations of the contractor are without obligation unless they contain a deadline for acceptance. If a quotation or offer contains an offer without obligation and this offer is accepted by the buyer, the contractor has the right to revoke the offer within 2 working days of receiving the acceptance.
- Client cannot be held to its quotations or offers if the buyer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
- A composite quotation does not obligate the contractor to perform a portion of the assignment at a corresponding portion of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 – Cancellation and return
- If the buyer cancels the order to the contractor, he shall be obliged to indemnify the contractor by paying 100% of the costs already incurred by the contractor. Outdoor Lifestyle produces only custom-made furniture for the customer. Customized products cannot be canceled.
- Goods may not be returned to the Contractor without the prior consent of the Contractor. Any cost and risk of return shipment shall be borne by the buyer.
- Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect if: – The purchaser does not, not fully or not timely comply with the obligations under the agreement; – After the conclusion of the agreement the contractor learns of circumstances that give good reason to fear that the purchaser will not comply with the obligations; – At the conclusion of the agreement the purchaser has been requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient; – If due to the delay on the part of the purchaser the contractor can no longer be required to fulfill the agreement against the originally agreed conditions, the contractor is entitled to dissolve the agreement. – If circumstances arise which are of such a nature that fulfillment of the agreement www.outdoorlifestyle.nl impossible or unaltered maintenance of the agreement cannot reasonably be required of the contractor.
- If the dissolution is attributable to the buyer, the contractor shall be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
- If the contractor proceeds with suspension or dissolution, he shall in no way be obliged to compensate for damages and costs incurred in any way whatsoever, while the buyer, by virtue of default, shall be obliged to pay damages or compensation. Conditions filed with the Chamber of Commerce in The Hague Number 27252007.
- In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the buyer, of debt rescheduling or any other circumstance as a result of which the buyer can no longer dispose freely of his assets, the user shall be free to terminate the agreement forthwith and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. Contractor’s claims against Buyer shall in such case be immediately due and payable.
- Since everything is customized, the buyer cannot invoke the Distance Selling Act.
Article 4 – Prices
- If not otherwise agreed or explicitly stated, prices are inclusive of 21% VAT. Price changes and typographical errors reserved. Prices do not include transportation costs unless indicated to be inclusive. See also Article 7(4).
- If the buyer makes special wishes known in writing after the conclusion of the agreement with regard to packaging, manner or term of delivery and the contractor complies with those wishes after written agreement, then any additional costs arising therefrom shall be borne by the buyer.
Article 5 – Price changes
- Any increase in any price factor affecting the cost price occurring or continuing to occur after the date of the Contractor’s quotation or estimate shall entitle the Contractor to increase the price agreed with the Contractor for the goods to be delivered by the Contractor accordingly until the date of the signing of the order confirmation by the Buyer, all in compliance with any relevant statutory regulations. New prices will be communicated to buyer.
- Any increase in any price factor influencing the cost price relating to the raw materials necessary for production that occurs or continues to occur after the date of receipt of the order confirmation from the contractor received by the buyer shall entitle the contractor to reasonably increase the price agreed with the contractor for the final products to be delivered by the contractor accordingly, all in compliance with any relevant statutory regulations. This article relates exclusively to purchase prices of raw materials obtained from third parties over which the Contractor has no control.
- In case of a price increase as mentioned under 5.2, the new prices will be communicated to the buyer, who will then be entitled to cancel the purchase agreement by registered letter within 14 days following the communication of the price increase, without being liable for any compensation. If the buyer has not cancelled the agreement within this period, he is deemed to have agreed to the increased prices.
Article 6 – Payment and Retention of Title.
- Payment of the purchase price is due by bank or cash before delivery. contractor is entitled to require advance payment or security for payment of the purchase price for orders exceeding a certain amount. For all orders, 50% of the total sum is payable upon entering into the www.outdoorlifestyle.nl agreement, the remaining 50% 1 day before delivery. The assignment will be assigned as soon as the deposit is received. If the shipment is delivered ex-factory, the full purchase price must be paid before pickup is possible.
- As long as whatever is owed to the contractor by the buyer, including any interest and costs, has not been paid, the contractor shall reserve the right of the goods delivered by the contractor with respect to what is owed as security for payment. However, these goods are entirely at the buyer’s risk. See also Article 11 paragraphs 3 to 6.
- In case of failure to pay, the buyer shall be in default and the contractor shall be entitled to charge him interest equal to 7% cumulative per month of the amount still due, without any notice of default or judicial intervention. Interest on the amount due will be calculated from the time the buyer is in default until the moment of payment of the full amount due.
- In addition to the purchase price with the interest described above, the contractor shall be entitled to claim from the buyer all extrajudicial costs caused by the buyer’s non-payment. Extrajudicial costs shall be payable by the purchaser in any case in which the contractor has secured the assistance of a third party for the Conditions filed with the Chamber of Commerce in The Hague Number 27252007. These extrajudicial costs are deemed by the parties to be set at a minimum of 15% + VAT of the principal sum, with a minimum of €. 750,00.
- Business buyers and Consumers will receive an invoice for delivery which must be paid 1 day before delivery, if applicable with deduction of under point 6.1 already received deposit of up to 50%.
- If the buyer fails to perform its obligations under any agreement with the contractor, the contractor may suspend performance of its obligations.
- purchaser shall never be entitled to set off any amount owed by him to the contractor.
- All items delivered by user under the agreement shall remain the property of contractor until buyer has properly fulfilled all obligations under the agreement(s) concluded with contractor.
- Goods delivered by User, which are subject to retention of title pursuant to paragraph 3, may not be resold and may never be used as a means of payment. The buyer is not authorized to pledge or otherwise encumber the goods subject to retention of title.
- purchaser undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by the contractor on first request. In the event of any insurance payout, the contractor shall be entitled to such monies. To the extent necessary, the buyer undertakes vis-à-vis the contractor in advance to cooperate with everything that may be necessary or desirable in that context.
- In the event that the contractor wishes to exercise his property rights indicated in this article, the purchaser gives in advance unconditional and irrevocable permission to the contractor and third parties to be appointed by the contractor to enter all those places where property of the contractor is located and to take back those goods.
Article 7 – Delivery
- The delivery time starts after receipt of the total invoice amount.
- Unless otherwise agreed in writing, it is provided by law that the buyer may rescind the sale free of charge and without notice if delivery is not made within 120 days. Exceptions may be in case of large orders or peak season crowds. In case the delivery time differs from the standard, you will be informed of this in writing with the order confirmation. www.outdoorlifestyle.nl
- The time of delivery and the time when risk in the goods passes to the buyer shall be the time when the goods to be delivered have left the factory or the office or premises of the contractor on their way to the buyer or have otherwise been dispatched or provided by the contractor to the buyer.
- Goods can be picked up or delivered. A delivery fee will be charged for delivery.
- If the order amount requires a down payment as mentioned in these terms and conditions and the buyer fails to fulfill his payment obligations, the contractor may suspend the fulfillment of his delivery; the production of ordered goods shall be commenced only after the first down payment or full payment has been received, regardless of whether this causes the agreed delivery time to be exceeded.
Article 8 – Warranties and liability
- Contractor guarantees 10-year warranty on the aluminum frame. There is no warranty on the foam. Different brands of outdoor fabrics all have a different warranty condition which are between 2 and 6 years warranty on color fastness.
- If the warranty provided by the contractor concerns a good produced by a third party, the warranty is limited to that provided by the producer of the goods for it, unless otherwise stated. After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the buyer.
- the contractor may require that the defective product be returned to the contractor at the buyer’s expense and risk to enable the contractor to fulfill its warranty obligations. Shipment of the readjusted, repaired or replacement product to the purchaser shall be at the Contractor’s expense. Conditions filed with the Chamber of Commerce in The Hague Number 27252007.
- Separate individual parts sold are not guaranteed and are sold without any liability on the part of the Contractor.
- Any form of warranty shall lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof, improper storage or (substances) maintenance thereon by the purchaser and/or third parties when, without the written consent of the contractor, the purchaser or third parties have made changes to the goods or have tried to make changes to them, have attached to them other items that should not have been attached to them or if they have been processed or treated in a manner other than prescribed. Nor is the purchaser entitled to any warranty if the defect has arisen due to or as a result of circumstances beyond the control of the contractor, including but not limited to weather conditions (such as, for example, extreme rainfall or temperatures), movement of the wood, shrinkage and expansion, especially for scaffolding wood furniture placed indoors, etc.
Article 9 – Complaints regarding delivery
- Each delivery is to be regarded as stand-alone so that complaints relating to a particular delivery cannot affect any other delivery and/or any obligation(s) arising therefrom for the buyer.
- Complaints received later than 14 days after the delivery date can no longer be processed. buyer is expected to check the goods upon delivery for quality and/or quantity and visible defects, errors or imperfections and to make them known to the contractor by marking them on the delivery note. Buyer shall give Contractor the opportunity to investigate a complaint (or have it investigated).
- contractor shall decide whether the goods in respect of which a claim has been found justified shall be replaced or repaired, or the purchase price refunded.
- If the buyer complains in a timely manner, this does not suspend his payment obligation. The buyer shall in such case also remain bound to take delivery and pay for any other items ordered. www.outdoorlifestyle.nl
- The goods may not be returned by the buyer without the prior written consent of the contractor. The granting of such permission does not imply an admission that the returned goods are defective or otherwise unsuitable.
- If it is established that a complaint is unfounded, the costs thereby incurred, including the research costs, on the part of the contractor as a result, will be borne in full by the buyer.
Article 10 – Changes
- Since the policy of the Contractor is to continually improve its goods, the Contractor reserves the right to change its models as it deems justified or necessary. the contractor is not bound to deliver exactly the same model in case of additional orders of goods. Changes may also be made to a current order when the contractor deems it necessary for product improvement.
Article 11 – Intellectual property
- contractor retains the intellectual property rights relating to the designs, images, drawings, technical specifications and the like provided by it.
- In the event an agreement is not reached following a no-obligation quotation, you are expected to return to the contractor all design drawings and specifications provided by the contractor; they may not be provided to third parties or copied for your own use or having designs performed at a supplier other than the contractor.
Article 12 – Force majeure
- If the contractor is unable to deliver due to force majeure, i.e. any circumstance for which the contractor cannot reasonably be held accountable, such as COVID, strikes, natural disasters or because the contractor’s supplier does not or no longer delivers the relevant (semi-)manufactured product, the agreement shall be dissolved by operation of law if the force majeure situation is permanent. This includes force majeure which is temporary but which is certain to last longer than 120 days or which has in fact lasted longer than 120 days.
- In other cases of temporary force majeure, the agreement remains in force but the parties’ obligations are suspended until the state of force majeure ceases to exist. Conditions filed with the Chamber of Commerce in The Hague Number 27252007.
- Insofar as the contractor has already partially fulfilled his obligations under the agreement at the time of the commencement of the force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, the contractor is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 13 – Personal Registration.
- The personal data mentioned on the purchase agreement or order confirmation and/or invoice, or obtained by us by virtue of our services, are included in the personal records our company has of our customers.
- Personal data will not be provided to third parties or used for other (commercial) purposes than those that are useful for the execution of the agreement.
- Personal data is stored in order to best provide buyer with current product information until delivery of the ordered goods and to fulfill our warranty obligations to buyer.
Article 14 – Applicable law
- All agreements between buyer and contractor to which these general terms and conditions apply shall be governed by Dutch law.
- The parties will only resort to the courts after making every effort to settle a dispute by mutual agreement. www.outdoorlifestyle.nl
- All disputes relating to agreements between the client and the contractor to which these terms and conditions apply and which do not fall within the competence of the subdistrict court, shall be settled by the competent court in the district in which the contractor is located. Any agreement between Contractor and Buyer shall be governed by Dutch law.