General terms and conditions
Lantis BV is the Dutch furniture manufacturer of the Montis brand, located at Steenstraat 2, (5107 NE) Dongen, the Netherlands, and registered with the Chamber of Commerce under number 95593136.
1. Applicability
1.1 These standard terms of sale and delivery shall apply to all legal relationships between Montis and the other party, which party shall hereinafter be referred to as “the purchaser”.
1.2 Any applicability of any other standard terms which may be used by the purchaser or to which the purchaser may refer in any way is hereby expressly rejected.
1.3 Any deviations from these terms must be expressly agreed on in writing. From such deviations no rights can be derived in respect of any legal relationships entered into at a later date.
2. Conclusion of contracts
2.1 All offers, quotations and the like are free of engagement.
2.2 All contracts of purchase and sale are entered into by Montis on the condition precedent, that it must appear from information to be obtained that the purchaser is sufficiently creditworthy and fits in with Montis` distribution policy.
2.3 Any contract between Montis and the purchaser shall not have come about until the submitted order has been confirmed in writing by Montis and/or the order has been executed by Montis.
2.4 If Montis cannot execute the order submitted by the purchaser immediately or within the agreed term, Montis shall inform the purchaser thereof as soon as possible, stating the term within which Montis expects to be able to carry out the submitted order.
2.5 If Montis decides, upon request, to upholster the furniture ordered by the purchaser with upholstery materials to be provided by the latter (so called “own upholstery”), then the contract of purchase and sale shall be concluded on the following conditions:
a. Own upholstery must be delivered to Montis carriage paid;
b. The purchaser must provide the own upholstery with a label stating the purchaser’s name and address, the order number and the item number;
c. Remnants from the delivered own upholstery can never be claimed back nor are eligible for compensation, unless otherwise agreed on in writing;
d. In the case of furniture being covered with own upholstery, the period of delivery shall not commence until the upholstery has been received.
2.6 Once accepted by Montis, an order may not be changed or cancelled by purchaser absent prior written consent by Montis.
3. Prices
3.1 Montis shall submit its quotations on the basis of the prices, rates, terms, levies, etc., which are applicable at the time of the offer. Should after the conclusion of a contract between Montis and the purchaser, but before the delivery any changes occur in cost price factors, such as costs of materials, raw materials or labour, government measures, insurance premiums, freight rates, foreign exchange rates, taxes, fees, levies, etc., then the price accordingly adjusted by Montis shall apply, unless otherwise agreed on in writing. Montis shall inform the purchaser of any price increases as soon as possible. Prices do not include sales, use, excise, privilege or any similar tax levied by any government, and any such applicable tax shall be paid by purchaser. Purchaser shall upon the request of Montis provide it a tax exemption certificate acceptable to the appropriate taxing authorities.
4. Delivery
4.1 Unless otherwise agreed on in writing, deliveries shall be made free at the purchaser’s place of business. In cases where the purchaser fails to enable Montis to deliver at his premises, delivery shall also mean the batch being completely ready for shipment in the relevant warehouse of Montis.
4.2 The purchaser is obliged to enable Montis to deliver the ordered products at his premises on the delivery date. If the purchaser fails to fulfill this obligation, Montis shall (let) store the ordered products in its warehouse or elsewhere. The purchaser shall be bound to reimburse to Montis any costs relating to the storage referred to.
4.3 Unless the parties have agreed otherwise in writing, delivery periods shall be based on the working conditions prevailing at the time of the conclusion of the contract and on timely delivery of (components of) products to Montis. By merely exceeding a delivery period, Montis shall not be in default by operation of law.
4.4 Delivery schedules represent Montis’ estimates. only, and partial deliveries are permissible. Montis will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipments of products, or for any damages suffered by purchaser by reason of such delay. delivery is subject to purchaser’s maintaining credit satisfactory to Montis, Montis may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of outstanding amounts owed, adequate to Montis in its discretion, of purchaser’s ability to pay. Failure to provide such assurances shall entitle Montis to cancel this contract without further liability or obligation to purchaser.
5. Ownership and title retention
5.1 The title to all products delivered and to be delivered by Montis to the purchaser shall remain with Montis and a security interest therein is hereby granted to Montis by purchaser, as long as the purchaser has not yet fulfilled his payment obligations arising from any contract entered into with Montis in full.
5.2 If the purchaser creates a new good from or partly from the products referred to in 5.7., this shall be a good which Montis lets create for itself and the purchaser shall keep such a good for Montis as its owner.
5.3 The purchaser is obliged to Inform Montis immediately, if
a. any third parties exercise their rights on the products mentioned in 5.7.
b. he intends to file and/or has been granted a petition for suspension of payment;
c. he intends to file a voluntary petition for bankruptcy and/or has learnt that one or more of his creditors intends) to file a petition for his bankruptcy, as well as if he is declared bankrupt.
5.4 If Montis appeals to the title retention referred to in 5.7., Montis shall be entitled to take possession of the delivered products, without judicial intervention.
5.5 The purchaser hereby commits himself, on first demand, to pledge to Montis, who will then accept such a pledge, all goods of which the purchaser becomes the (co) owner as a result of specification, accession or confusion with products delivered or to be delivered by Montis, as security for all claims that Montis has or will have against the purchaser at any time.
5.6 Purchaser hereby grants to Montis a continuing purchase money security interest in all products sold and/or delivered to purchaser and to the proceeds thereof. Purchaser shall execute and deliver any financing statements and other documents that Montis may reasonably require for the perfection of such security Interest and purchaser hereby authorizes Montis to do all other acts reasonably necessary for the establishment, perfection, preservation and enforcement of its security interest.
6. Guarantee
6.1 With the exception of upholstery materials (see article 6.2.), Montis warrants that the products sold to purchaser will be free from defects in material or workmanship for a period of sixty months from the date of delivery. For mechanical systems Montis guarantees a period of 24 months from date of invoice. Montis will repair, or in its sole discretion, replace, any product or part thereof (with the exception of upholstery materials) found to be defective at the time of delivery if such product or part is returned at purchaser’s expense and risk and received by Montis within 14 days after discovery of the defect. Descriptions, representations and other information concerning Montis products contained in
Montis’ catalogues, advertisements or other promotional materials or statements or representations made by Montis sales agents or representatives shall not be binding upon it and shall not be part of this limited warranty unless expressly identified in writings as product specifications. This limited warranty does not cover normal wear and tear (see article 6.2.), use under circumstances exceeding specifications, abuse, unauthorized repair or alteration, lack of proper use or maintenance or damage caused by accidents, or fires and other natural causes. This limited warranty is purchaser’s exclusive remedy. It shall not be deemed to have failed its essential purpose so long as Montis is willing and able to repair or replace defective products in the manner specified. No allowance will be made for repairs made by purchaser. Except as expressly provided in this section 6.1, Montis makes no representations or warranties of any kind, nature, or description, express or implied, including without limitation, any warranty of merchantability, fitness of the products for any particular purpose, and Montis hereby disclaims the same.
6.2 Warranty on upholstery fabrics
If our upholstery fabrics, as well as those of De Ploeg, Kvadrat and Rohi, are impregnated with stain- and/ or dirt-resistant agents, the warranty on the fabric will lapse completely. We cannot accept any liability if the ‘original’ fabric is altered. In case of defects attributable to Montis and concerning the upholstery materials, the costs of repair and/or replacement of upholstery materials, including the freight charges, shall be for the account of Montis: in full, within 1 year from date of invoice; for 2/3 part, within 2 years from date of invoice; for 1/3 part, within 3 years from date of invoice. The in 6.2. mentioned terms can be exceeded by 4 months at the most, if the furniture has come into use after the date of invoice. In no event shall Montis be liable to purchaser, whether in contract or in tort or under any other legal theory (including, without limitation, negligence or strict liability) for loss of profits or revenues, loss of use or similar economic loss or for any direct, special incidental, consequential or similar damages arising out of or in connection with the sale, delivery, non-delivery, servicing, use, installation, maintenance, condition or possession of any product sold under this agreement, or for any claim made against purchaser by any other party, even if Montis has been advised of the possibility of such claim. In no event shall Montis’ liability under any claims made by purchaser exceed the purchase price of the product in respect of which such claim is made. Purchaser agrees to indemnify and hold Montis harmless from and against any and all claims, demands, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys fees) irrespective of the theory upon which based (including, without limitation, negligence and strict liability) Montis may suffer or incur as a result of any claims, demands, or actions against Montis by third parties arising out of the sale, delivery, installation of any product sold or delivered to purchaser hereunder or in connection with the use, condition, possession, installation, ownership, transportation, loading, unloading, maintenance, or return of any product sold to purchaser hereunder, including, without limitation, claims for injury to property or person (including death).
7. Claims
7.1 Any claim must be lodged in writing immediately following the detection of a defect for which Montis is liable pursuant to the provisions of 6.1., on the under-standing that, if it concerns an external observable defect, the claim must be lodged within eight days from the delivery date.
7.2 If a claim is considered well founded, Montis shall, free of charge, repair, replace or reimburse, at the option of Montis, the (components of) products to which the claim relates.
8. Payment
8.1 Payment shall be made into a bank account to be designated by Montis, within 14 days from the date of invoice and in the currency stated on the invoice.
8.2 Payment for each delivery shall be made by the purchaser without any discount or any claim from the purchaser to set off. Even if the delivery period relating to any order is exceeded or if a complaint is lodged, the purchaser shall remain obliged to pay in full and in time.
8.3 All judicial and extra judicial costs in connection with payments shall be for the purchaser’s account.
8.4 If the purchaser fails to pay in time, he shall be in default without notice of default being required and shall have to pay interest at the rate of 1,5 % per month, or the maximum rate permitted by law, whichever is less as from the moment when the default started.
8.5 As soon as the purchaser fails to fulfil his obligations, he shall also have to pay extra judicial collection costs, if and as soon as Montis applies to a third party to seek recourse against the purchaser.
8.6 The extra judicial collection costs shall be fixed at such amounts, as calculated on the footing of the collection rates used by the Netherlands Bar.
8.7 Any payment by the purchaser shall primarily serve as settlement of the statutory interest and the judicial and extra judicial costs owed by the purchaser shall then go to reduce the oldest outstanding claim. Purchaser may not hold back or set off any amounts owed to Montis in satisfaction of any claims asserted by purchaser against Montis.
9. Force majeure
9.1 Montis shall not be liable for any default or delay in the performance of any of its obligations hereunder if such default or delay is caused, directly or indirectly, by fire, flood, earthquake, accidents, war, riot or civil unrest, regulations or requirements of any governmental agency, interruptions of transportation facilities, or delays in transit, supply shortages, or the failure of any party to perform any commitment to Montis relative to the production or delivery of the products or any part thereof, embargo, or any other cause, however similar or dissimilar to the causes enumerated herein, beyond the reasonable control of Montis.
9.2 If due to an excusable delay, performance cannot be completed within the original period for performance, the period for performance shall be extended for a reasonable period of time to allow for completion of performance.
10. Dissolution
10.1 If the purchaser fails to fulfil any of his obligations towards Montis in any way, as well as in the case of a petition for suspension of payment, suspension of payment itself, petition for voluntary or involuntary bankruptcy, bankruptcy order, bankruptcy or liquidation or cessation of (part of) the purchaser’s business operations, then Montis shall be authorized, without prejudice to the other rights belonging to. Montis and without any obligation to pay damages, to dissolve the contracts) and/or to postpone the (further) execution of the contracts) in full or in part, with immediate effect.
10.2 If Montis dissolves the contract(s), all that the purchaser owes to Montis on whatever account shall become payable on demand, without prejudice to any other rights of Montis, while Montis shall be entitled to postpone the further execution of any order immediately.
11. Applicable law
11.1 All contracts between Montis and the purchaser shall be governed by Dutch law, with the exclusion of the Vienna Sales Convention of 1980.
11.2 The competent court in Breda shall have exclusive jurisdiction to take cognizance of any disputes which may arise in connection with (the execution of) any contract between Montis and the purchaser, as well as of any disputes on the present terms. In case of differences in text or explanation between the English text and the Dutch text, the Dutch text is valid.
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