Lande NL is the Dutch furniture manufacturer of, among others, the brands Artifort and Lande, established at Van Leeuwenhoekweg 20, (5482 TK) Schijndel, the Netherlands, registered with the Chamber of Commerce under number 16047876.

1. Definitions

In these Terms and Conditions the following definitions apply:

• 1.1. Cancellation: the withdrawal of an order line or a complete order and/or the reduction of the number of products.
• 1.2. Lande NL: the legal entity Lande NL B.V., registered with the Chamber of Commerce under number 16047876, being the user of these Terms and Conditions.
• 1.3. Client: the natural person or legal entity who places an order with Lande NL for the delivery of Products or requests a quotation for that purpose.
• 1.4. Agreement: the purchase and sale agreement of the Products and, only if explicitly included in the Agreement, the performance of work relating to the installation of the Products.;
• 1.5. Products: furniture or components manufactured by Lande NL, in the broadest sense of the word, including but not limited to the brands Artifort and Lande.
• 1.6. Amendment: a modification of an Agreement or execution of a Product, for example a change in quantity or fabric colour.

2. General

• 2.1 These Terms and Conditions apply to all quotations issued by Lande NL and to every Agreement concluded between the Client and Lande NL, as well as to any resulting agreements and further legal acts. Once applicable, these Terms and Conditions also apply, without further declaration, to new Agreements between the Client and Lande NL and to all non-contractual relationships between them, such as tort.
• 2.2 Deviations from these Terms and Conditions are only valid if agreed in writing between the Client and Lande NL.
• 2.3 The applicability of any general terms and conditions of the Client is expressly excluded unless explicitly agreed otherwise in writing.
• 2.4 If one or more provisions are void or annulled, the remaining provisions shall remain in full force. The parties shall consult to agree on new provisions replacing the void or annulled provisions, observing as much as possible the purpose and intent of the original provisions.
• 2.5 In the event of a situation not regulated in these Terms and Conditions, the situation shall be assessed in the spirit of these Terms and Conditions.
• 2.6 If Lande NL does not always require strict compliance with these Terms and Conditions, it retains the right to demand strict compliance in other cases.

3. Quotation and order confirmation

• 3.1 All offers and quotations of Lande NL are non-binding and only become binding after the proposal has been accepted by the Client, possibly by means of an official purchase order, and has been confirmed in writing by Lande NL by means of an order confirmation, unless otherwise stated in the offer or quotation. In the case of bespoke solutions, Lande NL’s quotations shall be accompanied by the relevant drawings and the Client shall, prior to acceptance, sign the quotation and accompanying drawings for approval. Only after receipt of the quotation and drawings signed by the Client shall Lande NL proceed with written order confirmation. If the Client wishes Lande NL to use fabric or leather to be made available by the Client, the Client shall provide Lande NL with a sample upon request and Lande NL shall adjust its quotation accordingly.
• 3.2 The order confirmation is binding and the Client therefore has the obligation to carefully check the order confirmation. Any corrections to this order confirmation are only possible if the Client notifies Lande NL in writing within two working days after dispatch of the order confirmation. Without notification within these two working days, the Products shall be manufactured and delivered by Lande NL in accordance with the specifications stated in the order confirmation.
• 3.3 Quotations are dated by Lande NL and are valid for a period of 3 months from that date, unless otherwise stated in the quotation.
• 3.4 Lande NL’s quotations are based on the information, drawings and derived measurements provided by the Client in the request. The Client is obliged to inform Lande NL of facts and/or circumstances that may affect the execution of the Agreement, insofar as the Client knew or reasonably should have known them.
• 3.5 All offers and quotations of Lande NL are based on execution of the Agreement by Lande NL under normal circumstances and during normal working hours.
• 3.6 The quotation shall include a specification of the Products to be delivered and, in the case of work to be performed, a specific description of the activities included in the quotation. Activities not mentioned in the quotation shall in any case not form part of the Agreement and may therefore result in additional charges.
• 3.7 Lande NL cannot be held to an offer or quotation if that offer or quotation, or any part thereof, contains an obvious mistake or clerical error.
• 3.8 Prices in the quotation are stated exclusive of VAT, unless VAT is explicitly stated separately therein. Prices are also exclusive of other governmental levies applicable to the sale and delivery.
• 3.9 Delivery by Lande NL shall take place “Ex Works”, unless explicitly stated otherwise in the quotation or subsequently agreed in writing between Lande NL and the Client.
• 3.10 In addition to these general terms and conditions, the special (price) conditions included in the price lists applicable at the time of concluding the Agreement shall apply to the Agreement.
• 3.11 If fabrics and components of Products are ordered and delivered separately, the shipping and handling costs thereof shall be charged by Lande NL to the Client.
• 3.12 If the Client’s order or acceptance deviates from the offer or quotation, Lande NL shall not be bound by it. The Agreement shall then not be concluded in accordance with the deviating order or acceptance, unless Lande NL confirms otherwise in writing.
• 3.13 A composite quotation does not oblige Lande NL to perform part of the offer or quotation at a corresponding part of the stated price.
• 3.14 If Lande NL has agreed with the Client that Lande NL will also install the Products, the execution of such work shall be explicitly included in the order confirmation.

4. Agreement

• 4.1 In accordance with article 3.1, the Agreement is only concluded when Lande NL accepts the Client’s order by means of an order confirmation. This also applies to additional agreements relating to additions or amendments.
• 4.2 All delivery periods stated by Lande NL are indicative only and can never be considered strict deadlines. Delivery shall always take place in consultation with the Client. Postponement of the agreed delivery by the Client is possible for a maximum period of 2 weeks. If delivery is postponed by the Client for more than 2 weeks, Lande NL shall charge the Client its storage costs, as included in the price lists applicable at the time of concluding the Agreement.
• 4.3 The parties are obliged to treat all data of the other party confidentially, insofar as that party knows, can or should know that such data is confidential.
• 4.4 The Client shall ensure that all data which Lande NL indicates is necessary, or which the Client should reasonably understand to be necessary for the performance of the Agreement, or, if the Agreement states that Lande NL will use fabric or leather provided by the Client, all materials, are provided to Lande NL in a timely manner. If the data and/or materials required for the performance of the Agreement are not provided to Lande NL in time, Lande NL may suspend performance of the Agreement and/or charge the Client the additional costs resulting from the delay. This also applies to additional costs resulting from changes to the on-site situation affecting the measurements used and, in the event the Agreement includes installation of the Products by Lande NL, access to the location, particularly in view of installing the Products themselves as well as the requirements relating to the access to the location required by Lande NL in such case.
• 4.5 Cancellation or Amendment of the Agreement may only take place with the written consent of Lande NL.
• 4.6 As Lande NL produces its Products to order, the Client shall owe separate costs for Amendments carried out by Lande NL after written consent as referred to in article 4.5, insofar as such Amendments are not due to an attributable failure by Lande NL.
• 4.7 With regard to Products that form part of Lande NL’s regular collection, Lande NL shall implement a request by the Client for an Amendment within two working days after dispatch of the order confirmation, free of charge, only after written consent as referred to in article 4.5. Amendments to Products that do not form part of Lande NL’s regular collection, or to Products that do form part of the regular collection but where the Client’s request is received after the aforementioned period of two working days, are only possible after written consent as referred to in article 4.5 and against reimbursement by the Client of the costs to be incurred by Lande NL, with a minimum of € 50.
• 4.8 Cancellation is only possible against reimbursement by the Client of the costs already incurred by Lande NL. In addition, in the event of Cancellation, Lande NL shall in any case charge 15% of the value of the cancelled order or order line.
• 4.9 Except in cases where Lande NL agrees advance payment with the Client and sends a deposit invoice for that purpose, the payment term of Lande NL’s invoices is in all cases 30 days after invoice date. If applicable, the invoice shall specify:
  • the price pursuant to the Agreement;
  • the amount already paid under a deposit invoice;
  • a specification of any additional work;
  • a specification of everything else Lande NL is entitled to claim from the Client under the Agreement.
• 4.10 The payment term is a strict deadline and if the Client does not pay in time, and this is not attributable to Lande NL, the Client shall automatically be in default without any further notice of default being required. The Client shall then owe statutory (commercial) interest from the day the payment term has expired until the day of full payment. Lande NL is also entitled to take collection measures. All collection costs, both judicial and extrajudicial, shall be borne by the Client. The extrajudicial costs shall be determined as follows:
  • a) Insofar as the Client, at the time of entering into the Agreement, was not acting in the course of a profession or business, Lande NL shall be entitled to an amount equal to the statutory maximum compensation permitted in respect of extrajudicial collection costs, as determined in and calculated in accordance with the Dutch Act on the Standardisation of Extrajudicial Collection Costs (Wet normering buitengerechtelijke incassokosten), insofar as the outstanding amount – after the default has occurred – is not paid after a reminder within 14 days calculated from the day after the day of the reminder; or:
  • b) Insofar as the Client was acting in the course of a profession or business, Lande NL shall be entitled to reimbursement of the extrajudicial collection costs, which costs in that case, contrary to article 6:96 paragraph 4 of the Dutch Civil Code and contrary to the Dutch Act on the Standardisation of Extrajudicial Collection Costs (Wet normering buitengerechtelijke incassokosten) and the accompanying Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten), are hereby now for then fixed at an amount equal to 15% of the total outstanding principal sum, with a minimum of € 250.00 for each invoice that remains partially or wholly unpaid, without prejudice to Lande NL’s right to claim the actual extrajudicial costs exceeding that amount. Judicial costs shall include the full costs incurred by Lande NL, even if these exceed the statutory scale of recoverable costs.
• 4.11 If an invoice is not paid in time, Lande NL is furthermore entitled to suspend work or delivery for the relevant or other Agreements with the Client, as well as to refuse new orders, provided that payment has also remained outstanding after a written reminder to pay within 14 days.
• 4.12 Lande NL has the right to apply payments made by the Client first towards costs, then towards accrued interest, and finally towards the principal sum and ongoing interest.

5. Installation

• 5.1 Insofar as the Agreement extends to the work that Lande NL must perform for the installation of Products, the Client is responsible vis-à-vis Lande NL for the correct and timely performance of all facilities and conditions necessary for installation of the Products by Lande NL.
• 5.2 The Client shall in any case ensure that:
  • The staff of Lande NL or the third party engaged by it can carry out its work on site for the installation of Products, all during normal working hours and, if deemed necessary by Lande NL, outside normal working hours, provided this has been communicated to the Client.
  • The designated place is suitable for installation of the Products.
  • The location is normally accessible for installation of the Products.
• 5.3 Damage and costs incurred on the part of Lande NL arising because the Client has not complied with the obligations as included in article 5.2 shall be borne by the Client.
• 5.4 The time periods stated by Lande NL in relation to installation are also indicative only and can never be considered strict deadlines.

6. Intellectual Property

• 6.1 Lande NL reserves all potentially applicable intellectual property rights, including but not limited to rights in designs, images, drawings, samples, swatches and models provided to the Client. At Lande NL’s first request, the Client shall immediately return these items, without prejudice to other legal measures available to Lande NL.
• 6.2 The Client is not permitted to reproduce, publish, exploit or display in any manner any material of Lande NL that is subject to intellectual property rights, without Lande NL’s explicit prior consent.
• 6.3 Lande NL has the exclusive right to make, reproduce and publish drawings, sketches, photos and all other images of Products for commercial purposes, both offline and online. If the Client agrees to Lande NL’s first request to do so, the Client shall allow Lande NL to take (or have taken) photos of the Products on location.
• 6.4 For its Products, Lande NL cooperates with a wide variety of designers from whom Lande NL has obtained the required rights for production and marketing. On this basis, Lande NL, as well as the Client, has the obligation at all times to respect the integrity of the Product models and to mention the name of the relevant designer of a Product in promotional documentation in the manner prescribed by Lande NL. The same applies to the use of brand names used by Lande NL for certain Products.
• 6.5 The Client is prohibited from renting out, lending or selling the Products for public use (promotion, advertising, integration in audiovisual or other expressions) without Lande NL’s prior written consent.

7. Storage and retention of title

• 7.1 If the Products are not accepted by the Client on the agreed delivery date, other than due to defective delivery or because the Client does not wish to accept the goods, Lande NL shall make a second delivery attempt within a reasonable period. After refusal following the second delivery attempt, Lande NL is entitled to charge the Client storage costs and any further demonstrable damage and reasonable costs.
• 7.2 All delivered and yet to be delivered Products shall remain the exclusive property of Lande NL as long as the Client has not paid, or not paid in full, the invoices relating to the delivery, as well as earlier or later invoices.
• 7.3 As long as ownership of the Products referred to in paragraph 2 has not passed to the Client, the Client is not permitted to pledge these Products or grant any other right thereon to third parties. If the Client enters into the Agreement in order to resell the Products directly to a third party, the end customer, and it has been agreed in writing between Lande NL and the Client – contrary to article 3.9 – that delivery shall take place directly to the end customer, the Client is in that case obliged to declare a similar retention of title applicable to the end customer. In the event of a breach hereof, or if the Client cannot validly invoke the retention of title applied by it, the sales price/contract sum shall immediately become due and payable in full, without prejudice to Lande NL’s rights pursuant to the aforementioned retention of title.
• 7.4 The Client is obliged to store the Products delivered under retention of title with due care, to insure and keep them insured against fire, explosion and water damage, as well as against theft, and to provide the insurance policy for inspection at Lande NL’s first request.
• 7.5 If third parties attach the property of Lande NL or wish to establish or assert rights thereon, the Client is obliged to inform Lande NL thereof as soon as may reasonably be expected.
• 7.6 As soon as the Client is in default or experiences payment difficulties, Lande NL is entitled, without any prior notice or notice of default being required, to repossess its property, without prejudice to Lande NL’s other rights, including dissolving the Agreement in whole or in part without judicial intervention. In any case, the Client shall be deemed to be experiencing payment difficulties as soon as an application for suspension of payments has been filed, bankruptcy has been requested, statutory debt restructuring has been declared applicable to the Client as a natural person, or an attachment has been levied against the Client.

8. Liability

• 8.1 Except in the event of gross fault on the part of Lande NL, Lande NL shall in no case be liable for business loss, other indirect loss, including consequential loss (also damage to other property due to any late delivery or due to the use of the Products), third-party loss, loss of profit, loss of income and additional costs due to facts or circumstances not attributable to Lande NL.
• 8.2 Lande NL is not liable for damage of any nature whatsoever arising because Lande NL, in performing work, relied on incorrect and/or incomplete data provided by the Client.
• 8.3 The Client indemnifies Lande NL against any claims by third parties who suffer loss in connection with the performance of the Agreement and which is attributable to the Client.
• 8.4 Complaints about the delivered Products must be submitted to Lande NL, fully and clearly described, preferably in writing or electronically and provided with photographic material showing the complaint, in a timely manner after the Client has discovered the defects. In the case of non-consumer sales of Products, this means within 5 working days after the delivery date; after expiry of this period without a written complaint by the Client, the delivered Products shall be deemed to have been irrevocably and unconditionally accepted by the Client. In the case of consumer sales of Products, notification within a period of two months after discovery of the defect shall in any case be considered timely. Failure to submit the complaint in time may result in the Client losing its rights in this respect.
• 8.5 In view of article 8.4, the Client is therefore obliged to inspect (or have inspected) the delivered Products at the time of delivery, or, if this is demonstrably not possible, at the earliest possible stage and in an expert manner.
• 8.6 If a complaint has been submitted, the Client must keep the Products concerned available to Lande NL and give Lande NL the opportunity to investigate the complaint.
• 8.7 If a complaint is justified, Lande NL shall replace the Products or, if that is no longer possible or would not be useful, Lande NL shall credit the Client for a part of the price corresponding thereto.
• 8.8 Products to be returned in connection with a complaint must, as far as possible, be made ready in the original packaging. The parties shall consult regarding the transport of these Products.
• 8.9 If a complaint is submitted in time, the Client remains obliged to accept and pay for the purchased Products. The Client is also not entitled to set-off.
• 8.10 If further delivery or replacement of the Products is no longer possible or useful and this is attributable to Lande NL, Lande NL shall only be liable within the limits of this article.
• 8.11 If Lande NL should be liable, Lande NL’s liability shall be limited to the amount or amounts payable under the liability insurance taken out by Lande NL, including the deductible borne by Lande NL under that insurance. At the Client’s first request, Lande NL shall provide the Client with the relevant insurance policy. If and insofar as, for whatever reason, no payment is made under the liability insurance, Lande NL’s liability shall in any case be limited to a maximum of the agreed price of the relevant order confirmation, exclusive of VAT.

9. Conformity and Warranty

• 9.1 As Lande NL manufactures the Products specifically for and in accordance with the data provided by the Client in the performance of an Agreement, any cooling-off period or right of withdrawal shall not apply and Products will not be taken back.
• 9.2 The Products delivered by Lande NL must possess the characteristics that the Client may expect under the Agreement for normal use (conformity). If this is not the case and the cause is not beyond the responsibility of Lande NL, the Client shall be entitled to repair or replacement, (partial) termination of the Agreement and/or a price reduction.
• 9.3 In addition to the statutory obligation referred to in Article 9.2, Lande NL provides the Client with a warranty on the delivered Products insofar as it concerns defects for which Lande NL cannot demonstrate that they are the result of use not corresponding with the intended purpose. For this purpose, Lande NL shall engage an external expert who will provide a report. If Lande NL thereby demonstrates that the defects are the result of use not corresponding with the intended purpose, the costs of the external expert shall be borne by the Client. Unless expressly agreed otherwise in the quotation, Lande NL provides a 5-year warranty from the date of delivery on assembly and manufacturing defects of its Products, which includes, at the Client’s request, the repair of such assembly and manufacturing defects.
• 9.4 Claims under the warranty must be submitted to Lande NL in writing within the warranty period, stating the original invoice or order number.
• 9.5 The warranty explicitly does not cover:
  • Repairs carried out by third parties;
  • Supplied materials, including fabric or leather made available by the Client in cases where the Agreement provides that Lande NL will use such materials in the execution thereof;
  • Normal wear and tear and signs of use;
  • Damage resulting from improper use or incorrect maintenance;
  • Creasing;
  • The natural characteristics of natural materials, including in any case wood, wood veneer and leather, such as insect bites, scars and colour nuances;
  • Fabrics treated with a dirt-repellent coating;
  • Colour deviations in displayed and used fabrics, as well as in repeat orders.
• 9.6 In the event that Lande NL, under a warranty claim, must replace the upholstery material of the Products, the compensation payable by the Client to Lande NL (for the materials used, the re-upholstery work to be carried out and possible transport) shall take into account the normal depreciation of durable consumer goods.

Year 1 and 2 100% warranty – Client contribution: 0%
Year 3 75% warranty – Client contribution: 25%
Year 4 50% warranty – Client contribution: 50%
Year 5 25% warranty – Client contribution: 75%
More than 5 years Warranty expires

• 9.7 The warranty provisions shall only apply in the case of use corresponding with the intended purpose of the delivered Products.
• 9.8 Deviations in the delivered Products concerning colour, wear resistance, structure and the like, which are technically acceptable according to applicable customary standards or trade practice, may limit or exclude the right to warranty and/or compensation.

10. Governing law and disputes

• 10.1 All offers, quotations, Agreements as well as resulting agreements and further legal acts between the Client and Lande NL shall be governed by Dutch law.
• 10.2 Any differences of opinion between the Client and Lande NL shall as much as possible be resolved by mutual consultation or, with the consent of both parties, through mediation. If this does not lead to a solution, disputes shall be exclusively submitted to the competent Dutch court in the place where Lande NL is established at the time the dispute arises.