Terms and conditions

General terms and conditions of the private company with limited liability Naturock B.V., having its registered office in Zevenbergschen Hoek, hereinafter also referred to as: “Naturock”. These terms and conditions were filed with the Chamber of Commerce for the Southwest Netherlands.

Article 1. General

1.1       These general terms and conditions are applicable to and form an inextricable part of all offers of Naturock, all acceptances by Naturock and all agreements as well as still to be concluded agreements – e.g. for sale and purchase, the performance of activities and/or the supply of services – with Naturock. In these general terms and conditions the other party of Naturock is referred to as the “client”.

1.2       Deviating terms and conditions or stipulations are only valid to the extent that they have been stipulated in writing by and between the client and Naturock and then only with regard to the agreements in respect of which they were stipulated. For the remainder the present terms and conditions shall remain in full force and effect.

1.3       Once the client has concluded an agreement with Naturock on the basis of the present terms and conditions then these terms and conditions are, due to said mere fact, applicable to each and every subsequent agreement to be concluded with Naturock, even if upon the conclusion of the relevant agreement reference to the same or a declaration of applicability of the same has not expressly taken place.

1.4       To the extent that these general terms and conditions have also been drawn up in a language other than the Dutch language, the Dutch text shall always be decisive in case of differences.

1.5       Naturock expressly rejects the applicability of possible general terms and conditions of the client.

 

Article 2. Proposals and/or offers

2.1       All proposals are, unless expressly indicated otherwise, subject to contract. The proposal is valid during the time limit specified in the offer. If the proposal and/or the offer does not specify a time limit then the proposal and/or offer is valid for a time limit of 30 days after the presentation of the proposal and/or offer.

2.2       Agreements are only concluded after the order and/or the contract of the client, whether or not as a result of an offer presented by Naturock, has been confirmed by Naturock in writing or if the client has signed the order confirmation for approval or if the actual implementation of the order and/or contract has started.

2.3       Images, drawings, descriptions, specifications of dimensions and weights, prices or other indications that Naturock provides in catalogues, circular letters, automated data files, prospects, pricelists, offers and the like do not have binding effect on Naturock.

2.4       If Naturock needs to carry out the order and/or the contract in accordance with drawings, instructions, dimensions, weights and the like provided by the client then the client shall warrant the correctness and completeness of the provided information.

2.5       Naturock reserves the right to reject orders and/or contracts.

 

Article 3. Quality

3.1       Natural stone is a natural product. Samples of natural stone provide an indication of colour and structure, differences in the ultimate colour and structure are inevitable.

3.2       In case of a thickness of the used material up to and including 5.0 cm a difference of at most 2.0 mm is permitted; in case of a thickness from 6.0 up to and including 10.0 cm the permitted difference amounts to 3.0 mm and in case of a thickness exceeding 10.0 cm the permitted difference amounts to 4.0 mm.

3.3       Taking the naturally divided areas into account upon the delivery of quartzite, slate and similar stone types a tolerance in the thickness, upwards and downwards, of at most 50% is permitted.

3.4       Small differences in dimensions are permissible, provided the individual pieces fit mutually.

3.5       The client shall not be authorised (to the extent permitted by the law) to dissolve the agreement on the basis of differences in structure and colour. Nor can these differences give rise to the payment of compensation.

3.6       Naturock does not warrant that the goods sold and delivered, activities carried out and/or services supplied by Naturock are suitable for the objective for which the client intends to designate or use the same, neither if this objective has been communicated to Naturock, unless the contrary has expressly been stipulated by and between the parties.

 

Article 4. Prices

4.1       If, after the conclusion of the agreement however prior to the date of delivery, price changes occur at the expense of Naturock, e.g. salary increases, price increases, material costs, currency exchange fluctuations, etc., then Naturock shall be authorised to charge the possible additional costs to the client, even if the order has already been confirmed. The client shall in that case be authorised to dissolve the agreement, however is held to pay reasonable compensation for the incurred costs and/or the already performed activities.

4.2       The prices specified in the offer and/or the proposal in the agreement are excluding VAT, unless indicated otherwise.

Article 5. Delivery and delivery time

5.1       Unless stipulated otherwise it is noted that the delivery is deemed to take place at the storage area in order that the risk shall be at the expense of the client as from the moment that the goods have left the storage area.

5.2       If the delivery is not possible on the stipulated date then Naturock can, after oral or written notice, unilaterally change the time of delivery without, to the extent permitted by the law, the client being entitled to compensation for any direct or indirect damages.

5.3       If a stipulated and/or extended delivery or completion time is exceeded then the client can give Naturock written notice of default. Naturock shall only be in default with regard to the delivery and/or completion time if Naturock subsequently fails to deliver and/or complete within a reasonable additional time limit provided in said notice of default. This reasonable additional time limit shall in any case equal the stipulated delivery time.

5.4       If it has been stipulated that Naturock shall provide for the transport of the goods then they shall, if the location of delivery has not been established exactly, be delivered by Naturock or by a third party or be offered for delivery at the address of the client known to Naturock.

5.5       The goods travel at the expense and risk of the client, also if the transport order is given by or on behalf of Naturock. Unless the client requests Naturock in a timely fashion to insure the goods during the transport at the expense of the client, the goods shall travel without insurance.

5.6       The client is held to forthwith unload the goods after arrival of the means of transport.

5.7       If the client fails to take receipt of the goods in the manner as outlined in the previous paragraphs then the client shall automatically be in default. Naturock shall then be authorised to store or have stored the goods at the expense and risk of the client. The client is held to compensate Naturock for the storage costs according to the fee usually applicable at Naturock and/or as charged to Naturock.

 

Article 6. Complaints

6.1       Upon or immediately after delivery and/or completion the client is held to check as to whether the delivered and/or completed goods correspond with the agreement and, in particular, check the same on solidness, soundness and completeness.

6.2       The client can no longer rely on the fact that the delivered and/or completed goods do not correspond with the agreement if the client did not inform Naturock in writing within 48 hours after the client discovered, or could within reason have discovered or should have discovered, the defect and in any case within six months after the delivery and/or completion of the goods and/or the supply of the services has expired.

6.3       The liability of Naturock is limited to free repair, replacement or repayment of the stipulated price, such at the discretion of Naturock, of the defective good or part thereof delivered by Naturock.

6.4       The obligation on account of the previous paragraph of this article expires if:

a.         the client did not give Naturock the opportunity to discover and remedy the defect within seven days after a complaint has been submitted to Naturock;

b.         the client does not comply with a request of Naturock to return the defective good or the defective part to Naturock within seven days;

c.          the client or third parties acted negligently and/or if they performed repair or other maintenance activities in respect of the delivered and/or completed goods beyond Naturock;

d.         the defect is the result of injudicious use or processing;

e.         the good has not been and/or is not being used in accordance with its designated use;

f.          the delivered and/or completed good has fully or partly been processed.

6.5       A complaint concerning delivered goods shall not affect the obligations of the client on account of previously performed or still to be performed deliveries and shall not entitle the client to suspend payment of the claim of Naturock.

6.6       In case of a consumer sale, within the meaning of article 5 of Book 7 of the Dutch Civil Code, paragraphs 6.2 up to and including 6.5 of this article are not applicable.

 

Article 7. Force majeure

7.1       Force majeure is understood as, inter alia, each and every circumstance, both foreseen and unforeseen, that makes compliance with the agreement temporarily or permanently impossible or more burdensome or more expensive as well as war, threat of war, civil war, state of siege, riots, industrial action, fire, exclusion of workers, far-reaching changes in the currency rates, energy crisis, abnormal price increases of raw materials and energy, transport difficulties, stagnation due to natural disasters, serious breakdowns at Naturock or late or improper performances by suppliers, and moreover all other causes that are beyond the control or the risk of Naturock.

7.2       A stipulated delivery or completion time is extended by the time during which Naturock is preventing from complying with its obligations on account of force majeure.

7.3       If the force majeure occurs whilst the agreement has already partly been complied with then the client shall take receipt and/or accept the already delivered part of the goods and/or the already performed part of the activities / services and pay the relevant payable price, unless the client demonstrates that the already delivered part of the goods and/or the already performed part of the activities / services cannot (no longer) effectively be used or utilised by the client due to non-delivery of the remaining goods and/or non-performance of the remaining activities / services. In the latter instance the client shall, if the remaining delivery and/or the remaining activities / services are delayed by more than three months, be entitled to dissolve the agreement, also in respect of the part that has already been complied with, subject to the obligation to return the already delivered goods and/or the already performed activities / services at the expense and risk of the client to Naturock and/or to compensate Naturock for the same.

 

Article 8. Suspension and dissolution

8.1       If the client lets, inter alia, payment terms of invoices expire and/or applies for suspension of payment or files a winding-up petition and or the same is applied for or filed and/or if the client liquidates its company and/or its (possible) financier terminates the credit and/or Naturock otherwise has good reason to fear that the client shall not comply with its obligations, then Naturock shall be entitled to suspend the implementation of the agreement whether or not already fully complied with as long as the client does, at the discretion of Naturock, not provide sufficient security for the correct compliance with its obligation(s) or to dissolve the agreement(s) concluded with the client through an extrajudicial declaration, without prejudice to the right of Naturock to claim full compensation.

8.2       In the instances as outlined in paragraph 1 the amounts payable to Naturock by the client, including compensation, immediately fall due in full.

 

Article 9. Payment

9.1       Payment must take place at the latest on the fourteenth day after the date of the invoice, without discount and/or setoff being permitted, unless stipulated otherwise in writing.

9.2       If Naturock delivers in parts then Naturock shall be authorised to invoice each and every partial delivery individually.

9.3       Founded complaints with regard to delivered goods or supplied services that are part of the invoices shall not affect the obligation of the client to pay the other entries of the invoices.

9.4       The invoiced amount immediately falls due after the expiry of the due date, without any notice of default being required. The client is therefore, without any demand or notice of default being required, already in default due to the mere expiry of the due date.

9.5       In case of an overstepping of the payment term the client shall be liable to pay default interest equal to 1% per month, where a part of a month is calculated as a full month, as from the day of default. Each time after expiry of a year the amount over which the default interest is calculated is increased by the interest payable over that year.

9.6       If the client does not comply with its payment obligation in a timely fashion or otherwise fails to comply with one or more of its obligations then the client shall moreover be liable to pay the extrajudicial collection costs. These costs amount to at least 15% of the then payable principal sum with a minimum of € 200.00.

 

Article 10. Reservation of title

10.1     Naturock remains the owner of all goods delivered and still to be delivered to the client by Naturock as long as the client did not pay the claim(s) in connection with the consideration of the agreement or similar agreement(s). Naturock also remains the owner of the delivered and still to be delivered goods as long as the client did not pay the performed activities or still to be performed activities and/or the supplied services or still to be supplied services on account of said agreements in full, including claims with regard to penalties, interest and costs.

10.2     Should Naturock have one or more claims vis-à-vis the client that do not originate from delivered or still to be delivered goods or activities performed or still to be performed for the benefit of the client or deriving from previously delivered goods that are no longer present as also with regard to a claim on account of a failure to comply with said agreements then payment received from the client shall first be applied to payment of said claims.

10.3     If the client does not or not completely comply with its obligations then Naturock shall be entitled to immediately take back the goods delivered by the same. The client does in that case commit to provide Naturock free access to the location where the goods are located and to assist during the release of the goods to Naturock.

10.4     As long as the title of the delivered goods has not been transferred to the client, the client shall not be authorised to pledge or grant any right whatsoever on the same to a third party.

10.5     All goods, documents, valuable papers and monies that Naturock or a third parties on its behalf, on any account whatsoever and with any destination whatsoever, has or receives in its possession of or for the client and all claims that the client has or receives, on any account whatsoever, vis-à-vis Naturock are pledged to Naturock in connection with all that which Naturock, has or shall have to claim from the client, on any account whatsoever. This right of pledge shall be deemed to have been established each time when Naturock or a third party receives these goods, documents, valuable papers and monies in its possession and/or when the claims occur.

 

Article 11. Cancellation of orders

11.1     Agreements concerning the delivery of products / articles ordered, manufactured and/or processed by Naturock or elsewhere for / by Naturock at the request of the client cannot be cancelled.

11.2     If the client wishes to cancel an agreement concluded with Naturock and this exclusively regards products / articles that are part of the standard assortment that is in stock at Naturock, which assortment has not been manufactured and/or processed by Naturock and/or on order by third parties, then, if and to the extent that Naturock would expressly agree with cancellation in writing, the client shall be liable to pay cancellation costs directly to Naturock, i.e. the costs that correspond with at least 25% of the total invoiced amount related to the concluded agreement, excluding the turnover tax.

 

Article 12. Liability

12.1     Naturock does not accept liability for direct or indirect damages, by any name whatsoever, that are incurred by the client or third parties in connection with advice provided by Naturock, goods or parts thereof delivered or still to be delivered by Naturock and/or in connection with the implementation of the agreement(s), including performed activities.

12.2     Nor is Naturock liable for, either direct or indirect, damages caused by subordinates, non-subordinates and/or representatives and/or auxiliary goods used by Naturock.

12.3     If the client uses the goods delivered by Naturock, in connection with which third parties incur, either direct or indirect, damages, then the client shall be held to indemnify Naturock against possible claims of these third parties vis-à-vis Naturock.

12.4     If Naturock would be liable for damages incurred by the client then Naturock shall only be held to compensate the damages up to at most the invoiced amount in connection with which the damages were incurred.

12.5     The exclusion of liability included in this article is not applicable in case of intent or gross negligence on the part of Naturock or if and to the extent that Naturock cannot rely on the same due to mandatory statutory provisions.

 

Article 13. Conversion

If any provision of these terms and conditions would be non-binding, invalid or null and void then the remaining provisions shall nonetheless remain in full force and effect. Moreover, this kind of ineffective provision is deemed to be converted into a provision with as much as possible the same scope that is, however, effective.

 

Article 14. Applicable law

Dutch law is applicable to all legal relationships between Naturock and the client. Applicability of the UN Convention on Contracts for the International Sale of Goods of 1980 (Vienna Sales Convention) is expressly excluded.

 

Article 15. Dispute settlement

Any and all disputes, barring none, that may arise as a result of the relationships between the parties that are governed by these terms and conditions shall, to the extent that they exceed the jurisdiction of the  Sub-district Division of the District Court, be brought to the cognisance of the District Court in Breda, with the understanding that Naturock shall also be authorised to bring the dispute to the cognisance of the competent court in the district where the client holds its registered office.