General Terms and Conditions

GENERAL TERMS OF SALE AND DELIVERY OF AILEM B.V.

ARTICLE 1 – DEFINITIONS
In these terms and conditions the following is understood by:
A. the customer: the buyer/principal, contracting authority or anyone who enters into or wishes to enter into an agreement with AILEM B.V. or for whom AILEM B.V. makes an offer or performs a delivery or service;
A1. business customer: the customer who acts in the course of a profession or business;
A2. consumer: the customer who does not act in the course of a profession or business;
B. to deliver: the actual presentation to the customer of the agreed goods and/or semi-finished products;
C. to hand over: to make the agreed goods and/or the work available ready for use, as agreed;

ARTICLE 2 – THE QUOTATION
1. Unless the quotation states otherwise, all quotations are valid for 18 days from the date of the quotation; they are based on the data, drawings and dimensions derived from them provided by the customer and any measurements taken by AILEM B.V.. The customer is obliged to inform AILEM B.V. of facts and/or circumstances that may influence the performance of the agreement, insofar as he knew or ought to have known them.
Designs, images, drawings, specifications of dimensions and weights, samples and models originating from AILEM B.V. are as accurate as possible.

ARTICLE 3 – THE AGREEMENT
1. The deposit
a. When entering into an agreement with a consumer, AILEM B.V. is entitled to ask for a deposit of 20-30% of the purchase price. The warranty provision of these terms and conditions applies to this deposit.
b. In the case of an agreement with a business customer, a deposit may be requested at all times.
2. Price change
a. If, after the conclusion of the agreement but before the handover or delivery, a change in price occurs, this change will have no effect on the agreed price, if it occurs within four months after the conclusion of the agreement.
3. Retention of title
AILEM B.V. remains the owner of the goods sold by it to the customer for as long as the customer has not paid the total amount due under the agreement. The customer is obliged to ensure careful handling and has no right to transfer the goods to third parties or to give them as security, pledge them, or remove them or have them removed from the premises where they were delivered, until the entire purchase price and any interest and costs that may be added to it have been paid in full.

ARTICLE 4 – THE DELIVERY TIME
1. Delivery time is understood to mean the period specified in the agreement within which the performance must have been carried out. The delivery time is fixed unless an estimated delivery time has been agreed.
2. If the estimated delivery time is exceeded, AILEM B.V.. is granted an additional period in which to deliver after all. This additional period is equal to the original estimated delivery time with a maximum of two months. If AILEM B.V. still delivers within this additional period, any price increase within this period will not be passed on.
3. If this additional period or the firmly agreed delivery time is exceeded, the customer has the right to dissolve the agreement without notice of default or judicial intervention. However, this provision does not apply to custom-made furniture.
4. If the estimated or firmly agreed delivery time is exceeded, AILEM B.V. is not liable for consequential damage of any kind in the case of an agreement with a business customer.

ARTICLE 5 – THE STORAGE OF GOODS
1.a. If the goods have been paid for by the customer, AILEM B.V. will keep the goods in storage for a maximum of three months, with the storage costs being charged to the customer, unless otherwise agreed.
b. If the customer still does not take delivery of the goods after this period has elapsed, AILEM B.V. is entitled to dispose of the goods freely, to sell them and to pay the proceeds to the customer after deduction of storage and other costs and compensation of 30% of what the customer would have owed AILEM B.V. upon performance of the agreement, unless AILEM B.V. can prove that its damage is greater or the customer can make it plausible that the damage is smaller.
Before AILEM B.V. may proceed to do so, it must notify the customer in writing of its intention.
2. The risk of fire and damage is covered by AILEM B.V. at its own expense by insurance.
3. The above lapses if AILEM B.V. has agreed otherwise with the customer.

ARTICLE 6 – TRANSPORT AND DAMAGE UPON DELIVERY
1. The agreement does not include the transport of the purchased goods by AILEM B.V., unless otherwise agreed.
If the purchased goods are delivered by a professional carrier, AILEM B.V. is obliged to ensure adequate insurance.
2. If damage is found upon delivery of goods, the customer must note the damage on the receipt. In addition, the customer must report this to AILEM B.V. within 2 working days after delivery, failing which the customer is deemed to have received the purchased goods without damage.
If there is no opportunity to inspect the delivered goods upon delivery, the customer must state this on the receipt.

ARTICLE 7 – PAYMENT
1. Purchase and sale
a. Every purchase agreement, even if it also includes contracting of work, is concluded under the general condition: payment net in cash upon delivery, unless otherwise agreed.
b. AILM B.V., which performs a delivery in execution of an agreement in parts, is entitled to demand payment for what has been delivered with each partial delivery. For each partial delivery the customer receives a partial invoice.
c. If an invoice is sent, the payment term is 14 days after receipt of the invoice or 21 days after the invoice date, unless otherwise agreed. The customer is automatically in default upon expiry of the payment term.
If the invoice remains wholly or partly unpaid after 14 or 21 days respectively, the customer is obliged, from that moment until full payment, to pay AILEM B.V. compensation for loss of interest in the amount of the statutory interest on the still unpaid invoice amount.
d. Without prejudice to the provisions of paragraph 1 c, AILEM B.V. will send the consumer a payment reminder after the payment date has passed, in which it points out the default and still gives the consumer the opportunity to pay within 14 days.
e. After expiry of the term referred to in paragraph 1c, AILEM B.V. is entitled to proceed to collection of the amount owed to it without further notice of default.
If AILEM B.V. engages third parties for collection, the costs associated with this, up to a maximum of 15% of the outstanding principal sum and with a minimum of 50, –, are for the account of the customer, provided they were reasonably incurred.
2. Suspension of the payment obligation
In the event of complaints, the customer is only entitled to withhold that part of the invoice that is in reasonable proportion to the content and seriousness of the complaint. This does not release the customer from his obligation to pay the remaining part of the invoice within the agreed term.

ARTICLE 8 – CANCELLATION
1. In the event of cancellation of the agreement by the customer, the customer owes compensation of 30% of what the customer would have had to pay upon performance of the agreement. The percentage referred to in the previous sentence is 50% if the cancellation of an agreement by the customer takes place when the customer has already been informed that the handover or delivery – or a part thereof in the case of a partial delivery – can take place.
2. The percentages mentioned in the previous paragraph are fixed, unless AILEM B.V. can prove that its damage is greater or the customer can make it plausible that the damage is smaller.

ARTICLE 9 – IMPOSSIBILITY OF PERFORMING THE WORK AND FORCE MAJEURE
1. If it appears during the execution of the contracted work that full and proper performance of the agreement is not possible as a result of circumstances which AILEM B.V. neither knew nor ought to have known when entering into the agreement, the parties have the right to propose to each other to amend the agreement into an agreement that can be fully and properly performed.
2. If the agreement is not amended as stated in the previous paragraph, the parties have the right – except in the event of force majeure – to dissolve the agreement. In that case the customer is obliged to reimburse AILEM B.V. for the costs already incurred in connection with the execution of the work.
3. If only a certain part of the agreement cannot be performed, for reasons as stated in the first paragraph of this article, dissolution will take place only for the part of the agreement that cannot be performed, unless this cannot reasonably be required.
4. In the event of force majeure, the counterparty of the party invoking force majeure has the right to dissolve the agreement.

ARTICLE 10 – THE WARRANTY
1. The delivered item must possess the properties that the customer may expect under the agreement in normal use. This also applies to special use insofar as this was foreseen by the parties when concluding the agreement. If these expectations are not met, the customer is entitled to repair or replacement respectively.
2. In addition, the customer has a warranty, insofar as it concerns defects which AILEM B.V. cannot make plausible are the result of use not corresponding to the intended purpose. Unless expressly stated in the offer and agreed otherwise in writing, the warranty is given according to the following system:
– up to six months after the invoice date:
the costs of repair or replacement, including freight and call-out costs, are entirely for the account of AILEM B.V.;
The right to replacement does not accrue to the customer insofar as the defect can reasonably be repaired.
3. This warranty arrangement applies without prejudice to the customer's right to dissolve the agreement and/or claim damages, if the statutory requirements for this have been met.
4. The date on which the complaint is submitted by the customer is decisive for the application of the above-mentioned system.
5. If the manufacturer of the goods gives a more extensive warranty to AILEM B.V., this warranty also applies to the customer.
6. Warranty provisions are only in force when the delivered goods or the work carried out are used in accordance with their intended purpose.
7. Improper handling of or insufficient care for the delivered goods excludes any complaint and causes warranties and other guarantees to lapse, if and insofar as the complaint is related to that improper handling or insufficient care.
8. Deviations in the delivered goods regarding color, wear resistance, working wood and the like, which are acceptable from a technical point of view according to applicable, customary standards or trade usage, may limit or exclude the right to warranty and/or compensation.
PLEASE NOTE: Wood shrinks and expands depending on the weather conditions. If a wooden piece of furniture shows shrinkage seams or hairline cracks as a result, this is regarded as acceptable. The customer must at all times ensure the correct humidity for the furniture. If the furniture is placed too quickly in a very warm and dry environment, this is regarded as insufficient care for the piece of furniture.

ARTICLE 11 – Complaints
1. Complaints are understood to mean all grievances relating to the performance of the agreement. Complaints regarding the quality of the delivered goods or materials or of the execution of the work can only be asserted by the customer against AILEM B.V. by submitting them within fourteen days after delivery of the goods or handover of the work. If submission within this period is reasonably not possible, the period of fourteen days applies from the moment the defect was discovered or could have been discovered.
The complaint must contain a description of the grievances and defects found.
2. The provisions of the previous paragraph of this article do not affect the provisions regarding the shorter period of article 6.
3. When a customer wishes to have certain work carried out or prevented against the advice of AILEM B.V., any complaint in this respect is excluded, provided this has been recorded in writing.

ARTICLE 12 – CALL-OUT COSTS
AILEM B.V. is entitled to charge call-out costs, provided this was agreed upon when the agreement was concluded.

ARTICLE 13 – DUTCH LAW
All agreements to which these terms and conditions have been declared applicable are subject to Dutch law.