General Sales and Delivery Terms

 

Forner Furniture Panels

Chamber of Commerce Number: 71238522

 

Article 1 - Definitions

 

Forner
Also known as Forner Benelux,
Statutory office located in Haarlem;

 

Products
All goods and services subject to an Agreement;

Buyer
Any (legal) person, company, or business to whom Forner offers Products or with whom Forner has entered into or is negotiating an Agreement;

IER
All copyrights and intellectual and industrial property rights related to the Products, including but not limited to patents, know-how, data, models, drawings, advice, catalogs, and software.

Agreement
The agreement between Forner and a Buyer for the delivery of Products.

General Sales and Delivery Terms

Forner Furniture Panels

Chamber of Commerce Number: 71238522

Article 1 - Definitions

Forner
Also known as O'Neill Creative Solutions/Forner Benelux,
Statutory office located in Haarlem;

Products
All goods and services subject to an Agreement;

Buyer
Any (legal) person, company, or business to whom Forner offers Products or with whom Forner has entered into or is negotiating an Agreement;

IER
All copyrights and intellectual and industrial property rights related to the Products, including but not limited to patents, know-how, data, models, drawings, advice, catalogs, and software.

Agreement
The agreement between Forner and a Buyer for the delivery of Products.

 

Article 2 - Applicability

1. These general terms and conditions apply to all offers, orders, order confirmations, Agreements, and their execution made by Forner. The Buyer accepts the exclusive applicability of these terms and conditions. Deviations must be agreed upon in writing for each Agreement.

2. The applicability of general terms and conditions used by the Buyer is explicitly excluded.

3.To the extent that the parties enter into an Agreement based on these general terms and conditions, they agree that these general terms and conditions will also apply to later Agreements between them.

4.In the event of a conflict between these general terms and conditions and the provisions of an Agreement, the latter shall prevail.

 

Article 3 - (Establishment of) Agreement

1. An offer is considered an invitation to the Customer to place an order. All offers from Forner are non-binding and are valid while stocks last or until a specified date, and do not bind Forner.

2. If an order is placed electronically, Forner is not obligated to provide an acknowledgment of receipt. Notifications via email or other electronic means are deemed to be received on the day of dispatch, unless proven otherwise.

3. An agreement is formed after written confirmation from Forner, or once the execution of the agreement has commenced. Delivery times, price quotes, quantities, sizes, weights, catalogs, advertisements, and other conditions mentioned in order confirmations are indicative and never binding for Forner. A non-binding offer included in a quotation or proposal can be withdrawn by Forner within 2 working days after acceptance by the purchaser, without being liable for any compensation.

4. Orders from the Buyer and acceptances of offers by the Buyer are irrevocable. Written consent from Forner is required for any modification or cancellation of an order, and Forner may attach conditions to such consent.

5. Displayed or provided samples, models, photos, drawings, and similar items are merely indications of the respective products. If the purchaser demonstrates that the delivered products deviate so significantly from these that the purchaser can reasonably no longer be obligated to accept them, the purchaser has the right to request the delivery of the missing items or to terminate the agreement, insofar as this deviation justifies such action.

6. Specified delivery times are never to be considered as strict deadlines. The delivery period begins on the day the agreement is concluded, or, if later, on the day when an agreed advance payment is fully made and/or the agreed security is provided, and the relevant information to be provided by the purchaser for the execution of the agreement is received. In the event of a late delivery, Forner must be formally notified in writing and given a reasonable period to fulfill the agreement.

7. All intellectual property rights (IPR) are held by Forner. The products may not be reproduced or otherwise replicated. The conclusion of an agreement does not constitute the granting of any license regarding or the transfer of any intellectual property rights (IPR) by Forner.

8. The customer, including employees and advisors, is obliged to maintain confidentiality regarding the agreement and all intellectual property rights (IPR), technical, business, financial, and other information obtained by the customer about Forner and/or the products, and which the customer knew or should have known to be confidential. This obligation is subject to a penalty of €50,000, payable immediately, without prejudice to Forner's right to claim full compensation for any damages.

 Article 4 - Prices and Payment

1. In principle, Forner will issue an invoice after the delivery of the products. Forner is entitled to invoice electronically. All prices are exclusive of value-added tax (VAT) and other levies and taxes imposed by the government.

2. If prices and/or rates of price-determining factors, such as wages, raw materials, and other materials, taxes, and the like, increase for any reason, Forner is entitled to increase the price accordingly.

3. Forner applies a payment term of 30 days from the invoice date. Unless otherwise specified, payment must be made by deposit or transfer to a bank account designated by Forner. The Buyer is expressly not authorized to set off and/or suspend payments.

4. In the event of exceeding the payment term, the Buyer shall, without any reminder or notice of default being required, owe the commercial interest rate from the due date.

5. In addition to the owed amount and the commercial interest, the Buyer shall compensate Forner for all costs and damages incurred or suffered by Forner due to non-payment or late payment by the Buyer, including legal and extrajudicial costs. The extrajudicial costs amount to at least 15% of the outstanding amount.

6. Claims of the Buyer against Forner are not transferable or pledgable. This provision has property law effect.

7. If the Buyer is in default and/or if, in the opinion of Forner, there are legitimate reasons to doubt whether the Buyer will be able to fulfill its payment obligations on time (including, but not limited to, the bankruptcy or suspension of payment of the Buyer, attachment of (part of) the Buyer's assets, sale, encumbrance or liquidation of the Buyer's business, or if a credit insurer lowers or nullifies the insured amount for a Buyer), or if the Buyer's financial position deteriorates to such an extent that proper performance of the Agreement can no longer be expected, even in the absence of a reason for a provisional suspension of payment or bankruptcy, Forner shall, without being liable for any compensation and without prejudice to any other rights to which Forner is entitled, be entitled to:

• to require advance payment or security;

• the performance of the Agreement in whole or in part;

• to revoke agreed payment terms, whether or not in other Agreements, thereby making all (other) outstanding claims immediately due and payable;

• to suspend its obligations under all other Agreements with the Buyer;

• to remove or have removed Products that are subject to the retention of title at the expense and risk of the Buyer, either at the Buyer’s premises or at third parties. The Buyer hereby grants an irrevocable authorization to Forner to enter the premises where the Products are located in order to take possession of them.

• to terminate the Agreement in writing with immediate effect.

   8.  Forner is also entitled to terminate the Agreement with immediate effect by written notice if the Buyer ceases its business operations. 

 

Article 5 - Delivery and risk

1. If carriage paid delivery to the delivery address has been agreed, the transport risk is at the expense and risk of Forner.

2.  In alle andere gevIn all other cases, the goods travel at the expense and risk of the Buyer.

3.  In the case of delivery free of charge as well as not free of charge, Forner has the choice of the means of transport, unless otherwise agreed.

4.  The risk of loss or damage to the products that are the subject of the agreement passes to the Buyer at the moment they are legally and/or physically delivered to the Buyer, and thus brought into the possession of the Buyer or a third party designated by the Buyer.

5.  Forner is allowed to deliver the sold goods in parts. If the goods are delivered in parts, Forner is authorized to invoice each part separately.

6. The Buyer is obligated to accept the purchased goods at the moment they are delivered to him or when they are made available to him in accordance with the agreement. If the Buyer refuses to accept the goods or is negligent in providing the necessary information or instructions for delivery, the goods will be stored at the Buyer’s risk. In that case, the Buyer will be liable for all additional costs, including but not limited to transportation and storage costs.

7. In the case of delivery free of charge to the delivery address, Forner is not required to transport the goods beyond the point where the vehicle can reach reasonably passable terrain. Unless otherwise agreed, the Buyer must ensure, in a timely manner, that any necessary permissions, exemptions, and permits required within the transport area are obtained. Delivery is made by making the goods available for unloading to the Buyer. The Buyer is obligated to accept the goods at that location.

8.  Unloading/delivery of goods outside of working hours can only take place in consultation between the Buyer and Forner. In the absence of the Buyer, the goods will be unloaded at the Buyer’s risk.

9. If an order accepted by Forner cannot be delivered because Forner's supplier is unable to deliver (for any reason), Forner may offer the Buyer an alternative. If the Buyer does not agree to the offered alternative, Forner has the right to invoke the termination of that part of the agreement which can no longer be executed, without judicial intervention. Forner is not liable for the non-delivery or partial delivery of the order.

10.  In the event that delivery by call-off has been agreed upon, without specific timeframes set for the call-off, Forner is entitled, if not all goods have been called off within three months of the conclusion of the purchase agreement, to instruct the Buyer to specify a deadline by which all goods must be called off. The deadline specified by the Buyer may not exceed a period of three months from the day the Buyer could reasonably have become aware of Forner’s instruction. The Buyer is obligated to comply with the aforementioned instruction; if the Buyer fails to do so, Forner is entitled to store the goods at the Buyer’s expense and—if the risk of the goods still rests with Forner—at the Buyer’s risk, after the expiration of a period equal to the longest deadline the Buyer could have set, or to terminate the purchase without judicial intervention and, if desired, claim compensation. The same rights apply to Forner if the Buyer, despite specifying a deadline, fails to meet it.

Article 6. Acceptance and Complaints

1. The inspection of the delivered goods is the responsibility of the Buyer. If no complaint is made within 24 hours after receipt regarding the delivered quantities, the amounts listed on the delivery notes, shipping documents, or similar documents are deemed to be correct. Any shortages and/or damage must be noted immediately by the Buyer on the delivery document. Failure to do so will result in the forfeiture of the right to claim such defects or deficiencies.

2.  Quality complaints or deviations from the specifications must be submitted in writing to Forner as soon as possible, but no later than 3 days after receipt by the Buyer. Failure to do so will result in the forfeiture of the right to claim such defects or deficiencies. The Buyer has no right to make a complaint when the goods purchased by them are sawn, processed (including drying), or resold by the Buyer and/or on their behalf.

3. No complaints will be accepted for goods that have been opened, partially or fully processed, and/or damaged, or for goods that are packaged and whose packaging is missing or damaged.

4.  Complaints do not entitle the Buyer to suspend payment, and offsetting is explicitly excluded.

5. IIf the complaint is justified, Forner will, at its discretion, either pay a fair compensation of up to the invoice value of the complained part of the delivered goods or replace the goods after the Buyer returns the originally delivered goods. Forner is not obliged to compensate any further or other types of financial damage or loss, and such damages will never be reimbursed.

Article 7. Delivery Time / Delivery Dates

1. The delivery time is approximated as accurately as possible by Forner, but it can only be considered as a target date/period and not as a strict deadline.

2. Forner reserves the right to all unforeseen circumstances, as Forner may be dependent on third parties.

3.  The Buyer has no right to any compensation in the event of exceeding the estimated delivery time. Due to exceeding the delivery time, the Buyer cannot cancel the order or refuse the receipt and/or payment of the goods.

4. The specified delivery times are approximate. If no deadlines for call-off have been set in the case of delivery by call-off, Forner is entitled to payment within 30 days after the order. If not all goods have been called off within 30 days, Forner has the right to instruct the Buyer in writing to specify a deadline by which the total quantity will be called off. The Buyer is obligated to comply with this instruction within 5 working days. The deadline specified by the Buyer after the instruction may not exceed 1 month.

​

Article 8 - Transfer of Ownership / Retention of Title

1. All products delivered by Forner remain the property of Forner until the moment of full payment by the Buyer of all amounts owed under the Agreement or any related agreements, including claims arising from the Buyer’s default.

2. The Buyer is required to store the goods delivered under retention of title with due care and to keep them as recognizable property of Forner, ensuring they are properly insured and remain insured. In the event of a seizure of products that are the property of Forner, the Buyer must promptly notify Forner of the seizure and immediately inform the party making the seizure that the products were delivered to the Buyer under retention of title.

3. Afnemer mag geen Producten doorverkopen aan derden zonder voorafgaande betaling aan Forner van alle openstaande facturen, behoudens in het kader van diens normale bedrijfsuitoefening. Voor zover de Afnemer de Producten doorverkoopt aan derden zonder voorafgaande betaling aan Forner, laat dit onverlet het op grond van artikel 6.1 van toepassing zijnde eigendomsvoorbehoud van Forner en verplicht Afnemer zich alle vorderingen op die derdenThe Buyer may not resell the products to third parties without prior payment to Forner of all outstanding invoices, except in the course of their normal business operations. Insofar as the Buyer resells the products to third parties without prior payment to Forner, this does not affect Forner’s retention of title as stipulated in Article 6.1. The Buyer agrees to assign all claims against those third parties to Forner until Forner’s outstanding claims against the Buyer for the products have been fully paid. 

4. The Buyer is prohibited from encumbering any products as long as ownership of the products has not been transferred to the Buyer.

 

Article 9 – Liability

1. Forner's liability towards the Buyer for defects in or related to the goods delivered by Forner and/or the work performed is excluded. Therefore, Forner is not liable for direct and/or indirect damage, including personal injury and property damage, immaterial damage, and consequential damage. Furthermore, Forner is not liable for costs and damages resulting from actions, omissions, or advice given by Forner and persons employed by Forner and/or individuals engaged by Forner in the execution of the agreement.

2.  In all cases where Forner is obligated to pay compensation, this will never exceed, at Forner’s choice, either the reimbursement of the net invoice value (i.e., the gross invoice value minus any credit reduction surcharges, VAT, any other government levies on the price, and any additional costs such as transportation and/or insurance), or the re-delivery of the goods related to the damage, provided that Forner is able to deliver similar goods, or, if the damage is covered by Forner's liability insurance, the amount actually paid out by the insurer. Processing of the delivered goods by the Buyer or third parties will result in the termination of any liability on the part of Forner.

3.  The Buyer is obligated to allow Forner the opportunity to remedy any potential default on Forner's part, failing which the Buyer’s claims will lose their legal effect.

4.  Forner is never liable for any advice given by it. Advice is provided to the best of its knowledge. The Buyer cannot derive any claims from the advice.

5.  Forner is also not liable for damage resulting from incorrect storage, processing, use, or application of the delivered products.

6.  Third parties can never make claims against Forner. The Buyer indemnifies Forner against all claims, for whatever reason, from third parties, including the Buyer's customers, who allege to have suffered damage as a result of goods and/or services supplied by Forner to the Buyer.

7.  Any warranties from the manufacturer will be fully transferred to the Buyer; the Buyer’s claims will also be limited by these warranties.

8.  Forner cannot be held liable for any incorrect application or processing of delivered materials by the Buyer or by third parties.

9.  Any claim against Forner, unless acknowledged by Forner, expires 12 months after the claim arises.

 

Article 10 - Force Majeure

1. 1.Forner is niet gehForner is not obliged to fulfill any obligation if there is a case of force majeure.

2.  Force majeure, as defined in these general terms and conditions, includes, in addition to what is understood by law and case law, all external causes, whether foreseen or unforeseen, including but not limited to: Forner's failure to perform — particularly due to delayed or non-delivery — caused by suppliers and/or transporters, shortages of required materials or labor on the market, labor disputes, strikes and lockouts, riots, civil unrest, sabotage, unavailability of transportation, supply chain disruptions, machine damage, theft from Forner’s warehouses, natural disasters, bad weather, lightning strikes, fire, explosions, war, government measures such as transportation, import, export, or production bans, and any other situations that make the fulfillment of Forner’s obligations difficult or impossible due to an unforeseeable circumstance beyond Forner’s control.

3.  Forner heeft ook het recht zich op overmacht te beroepen, indien de Forner also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Forner was supposed to fulfill its obligation. 

4. Forner may, during the period that Forner is prevented from delivering or delivering in the usual manner due to force majeure, extend the delivery time by the duration of the force majeure or cancel the order, insofar as it has not yet been executed, without Forner being liable for any damages.

Article 11 - Protection of Personal Data

1. Forner and the Buyer will at all times comply with the applicable laws and regulations regarding the protection of personal data.

2. To the extent required by law, Forner and the Buyer will enter into a data processing agreement.

 Article 12 - Amendments

1. Forner reserves the right to unilaterally modify these general terms and conditions.

2. Changes will take effect 30 days after being communicated to the Buyer.

​

Artikel 13 - Applicable Law and Jurisdiction 

1. These general terms and conditions and the agreements are governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. Any disputes related to these general terms and conditions, agreements, or an offer to enter into an agreement will initially be submitted to the competent court in Haarlem.

 

Article 14 - Consultation of Terms and Conditionsarden

1. The terms and conditions will be provided to the Buyer before or at the time of entering into the agreement. The terms are also available for consultation and download on Forner's website.