— TERMS & CONDITIONS

LA BODEM, established at Joop Geesinkweg 901, 1114 AB in Amsterdam (The Netherlands) and registered with the Chamber of Commerce under number 80346537.

 

Article 1 Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions: The General Terms and Conditions as stated below.

LA BODEM: The user of these General Terms and Conditions: who has drafted these General Terms and Conditions. LA BODEM has carpets made in mostly Bangladesh (and some in other countries of the world) and imports them to the Netherlands. The carpets are custom made for the Client. 

Client: The one who has accepted the validity of these General Terms and Conditions and has purchased the Product. The Client includes both Consumers as Companies. 

Consumer: The Client, natural person, not acting in the exercise of a trade or profession.

Company: The Client, not natural person, acting in the exercise of a trade or profession.

Contract: The Contract entered into between LA BODEM and the Client, concerning the sales of custom-made carpets.

Product: All items that are the subject of the Contract entered into between LA BODEM and the Client.   

Price: The financial compensation that is agreed with the Client for the purchase of the custom-made carpets.

Distance sales: Every Contract concluded between the Client and the LA BODEM, where under an organised distance sales, with the exclusive use of one or more means of distance communication up to and including the time at which the Contract is concluded, such as a website, e-mail, telephone or other means of distance communication. 

Article 2 Scope General Terms and Conditions

These General Terms and Conditions apply to every quotation and Contract entered into between LA BODEM and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing. These General Terms and Conditions are also applicable to Contracts with LA BODEM for the implementation of which third parties must be involved. The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded. If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, LA BODEM and the Client will consult with each other to agree new provisions to replace the void or voided ones. Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with LA BODEM in writing. If LA BODEM not always requires the strict compliance of these General Terms and Conditions, this will not mean that the provisions of the General Terms and Conditions will not apply, or that LA BODEM to any degree would lose the right in other cases to demand the strict compliance of these General Terms and Conditions.  

Article 3 Quotations 

The quotations should (preferably) be made in writhing and/or in electronic form, unless pressing circumstances make this impossible. The quotations are valid for a specific period that is included in the offer. The quotations lapse after this period has expired. LA BODEM cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation or an element thereof contains a manifest fault or clerical error. If the acceptance departs from the quotations included in the quotation, whether or not on points of minor importance, then LA BODEM is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless LA BODEM indicates otherwise. A composite quotation does not oblige LA BODEM to perform an element of the Assignment for a corresponding part of the stated Price. The quotations do not automatically apply to future orders or reorders. LA BODEM has no stock of the Products, because the Products are custom-made, to the specific wishes of the Client. 

Article 4 Formation and duration of the Contract

The Contract comes into being through the timely acceptance by the Client of LA BODEM's quotation. The Client accepts the quotation by placing an order on the website from LA BODEM or by e-mail. As soon as the payment has been received by LA BODEM, LA BODEM will instruct the suppliers to start making the Products. When the Products are ready, they will be sent to the logistics partner in the Netherlands. The logistics partner in the Netherlands will then send the Product to the Client, in the Netherlands or elsewhere in the world. The Contract ends by operation of law when the sale is completed: at the moment that LA BODEM has had the Product delivered on time and in accordance with the Contract and at the moment that the Client has paid the Price on time and in full. 

Article 5 Ending of the Contract

LA BODEM and the Client could terminate the Contract at any time by mutual consent. The Client has the right to cancel the Contract up to 24 hours after placing the order. In case of cancellation after 24 hours after placing the order, the Client is obliged to pay the full Price and to purchase the carpet.

Article 6 Amendments to the Contract

If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then LA BODEM will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation. If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. LA BODEM will inform the Client of this as soon as possible. If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then LA BODEM will inform the Client of this in advance. If a fixed Price is agreed, then LA BODEM will indicate the extent to which the amendment or supplementation of the Contract will influence the Price. In this event LA BODEM will attempt, as far as possible, to issue a quotation in advance. LA BODEM may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to LA BODEM. Amendments to the Contract originally entered into between the Client and LA BODEM are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

Article 7 Implementation of the Contract 

LA BODEM will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. LA BODEM is entitled to arrange for certain work to be carried out by third parties. The applicability of article 7:407, paragraph 2, article 7:404 and article 7:409 of the Dutch Civil Code is explicitly excluded. LA BODEM is entitled to implement the Contract in phases. If the Contract is implemented in phases, LA BODEM is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, LA BODEM is not obliged to implement the following phase and is entitled to suspend the Contract. If the Contract is implemented in phases, LA BODEM is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase. The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to LA BODEM in a timely manner.
If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then LA BODEM is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

Article 8 Prices 

The Prices are expressed in euros and inclusive of VAT. In an email to the Client in the capacity as Company, the Price inclusive of VAT is also displayed. The Prices are inclusive of shipping costs within the EU. For shipments to Clients outside the EU LA BODEM will charge extra shipping costs. The shipping costs will be calculated according to the size of the order. If a Price isn’t expressly agreed, the Price will be determined by the actual amount of hours and the usual hourly fee of LA BODEM. LA BODEM will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.

Article 9 Amendment of Prices 

If LA BODEM agrees to a fixed Price when the Contract is entered into, then LA BODEM is entitled to increase this Price, also when the Price is not originally specified provisionally. If LA BODEM has the intention of amending the Price, it will inform the Client of this as soon as possible. If the increase of the Price takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:
- the increase arises from a right of LA BODEM or an obligation resting upon LA BODEM in accordance with the law;
- the increase is due to a rise in the Price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;
- LA BODEM is still prepared to implement the Contract on the basis of that which was originally agreed;
- it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.
-LA BODEM will inform the Client in the event of the intention to increase the Price, stating the extent of the increase and the date upon which it will take effect.

Article 10 Distance service sales – no right to return, exchange or refund

This provision only applies to the Client in the capacity as Consumer. In the event of distance sales delivery has to take place within 30 days. Normally, in the event of distance service sales the Client has the right to withdraw the Contract during a period of 14 days after concluding the Contract, without giving any reason. If the Products are not available, LA BODEM will inform the Client of this as soon as possible and LA BODEM will reimburse the payment within fourteen days. If LA BODEM and the Client agree that a Product of similar quality and Price may be delivered, the shipping costs will be for the account for the Client. The foregoing is only applicable if the Client uses his right to terminate the Contract during the withdrawal period. The provisions of this article shall not apply if, among other things, the Contract regards to Products that are custom made for the Client, according to the specific wishes of the Client. In view of the fact that the Products (the carpets) are custom made for the Client, the Client does not have the right to withdraw the Contract, return the Product, nor to exchange the Product for another Product. Also, the Client cannot get a refund.

Specifics and follow care instructions about the Product: the carpets

The carpet is only intended for indoor use, not for outdoor use. LA BODEM advises the Clients to place an anti-slip rug or tape under the Product (carpet) to prevent the carpet from moving.
In view of the fact that the Products are custom made and are made by hand (no machine work), it may happen that the sizes of the Products sometimes do not exactly match the specified sizes and small imperfections are inevitable (and also part of the beauty of the carpets). As for every natural material wear and tear is within normal range. By accepting these General Terms and Conditions, the Client agrees to this risk.
The Products (carpets) are creased to keep shipping costs as low as possible. As a result, it may happen that there are some folds in the carpet when you receive the carpet. The folds always come out over time. By accepting these General Terms and Conditions, the Client agrees to this risk. If the Client has a complaint about the Product, he/she must make this known to LA BODEM (including a photo of the defect) within 3 days after receiving the product. LA BODEM will do its utmost to find a solution. The right to any (partial) restitution of the Price, repair or replacement of the Product or compensation lapses, if the defects will not be reported within the prescribed period, unless the nature of the Product states otherwise or from circumstances of the case a broader period arises. Any shipping costs incurred for returning the defective Product LA BODEM will be reimbursed if the Client requests. LA BODEM in writing to return the defective Product. Other costs than shipping costs will ever be reimbursed by LA BODEM, unless agreed in writing. The shipping costs will never be reimbursed when the Client didn’t ask LA BODEM in writing to send. The payment obligation will not be suspended if the Client reports the defect to LA BODEM within the prescribed period. If the Client complaints in time, the Client will stay obliged to purchase and pay for the purchased Products, unless these Products have no independent value. 

Article 11 Delivery 

Delivery regarding the Client in the capacity as Consumer takes place by giving the Client control over the Products. After the delivery the Products are at risk of the Client. Delivery regarding the Client in the capacity as Company takes place by making the Products these are made available to the Client. After the delivery the Products are at risk of the Client. Delivery takes place at the address given by the Client, unless otherwise agreed. The Client is obliged to accept the purchased Products at the moment when they be handed over to him, unless this will entail serious objections or unreasonable costs. If the Client refuses to accept the Products at the place of delivery or the Client is negligent in providing data or instructions, which are necessary for the delivery, the Products which were intended for the delivery, will be stored at the risk and expense of the Client, after LA BODEM inform the Client of this. The Client is obliged to accept the purchased Products at the moment they are available to him or when they be handed over to him. If the Client refuses to accept the Products at the place of delivery or the Client is negligent in providing data or instructions, which are necessary for the delivery, the Products which were intended for the delivery will be stored at the risk and expense of the Client. In this case the Client shall bear any additional costs.    

Article 12 Delivery periods     

The delivery will take place within a period stated by LA BODEM. If a period is agreed or stated for the delivery of the Products, then this period is only indicative and is not to be regarded as a strict deadline. The delivery of the Products is carried out by third parties. In the event of a circumstance on the part of the third party or a circumstance beyond the control of both the third party and LA BODEM, the delivery may take a little longer. By accepting these General Terms and Conditions, the Client agrees to this risk. If LA BODEM needs information or instructions from the Client that are necessary for the delivery, then the delivery period will commence after the Client has provided these to LA BODEM. If a delivery period is exceeded, the Client must issue LA BODEM written notice of default, whereby LA BODEM will be offered a reasonable period to deliver the Product. A notice of default is not necessary if the delivery has become permanently impossible, or it otherwise becomes apparent that LA BODEM will not meet its obligations arising from the Contract. If LA BODEM does not deliver within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.

Article 13 Transfer of risk 

Until the moment the Products are brought under the Client’s control, the Products subject to the Contract will be for the account and at the risk of LA BODEM. The risk of loss, damage or reduction in value of Products that are the subject of the Contract is transferred to the Client in the capacity as Company at the time that the Products become available to the Client in the capacity as Company or to a third party designated by the Client, or to the Client in the capacity as Consumer: at the moment the Products are brought under the control of the Client in the capacity as Consumer or a third party appointed by the Client.

Article 14 Payment

Payment needs to be made in advance. Payment will take place by means of transfer to a bank account specified by LA BODEM. Transfer will take place by means of an invoice. The Client is not authorized to deduct any amount from the payable amount by reason of a counterclaim made by the Client. Objections to the level of the invoice do not have the effect of suspending the payment obligations. In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to LA BODEM and the obligations of the Client towards LA BODEM are immediately claimable.

Article 15 Collection costs 

If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client. With regard to the extrajudicial (collection) charges, LA BODEM is entitled, in so far as the Client acts in the capacity as Company, in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree, to a payment of 15% of the total outstanding principal sum, with a minimum of € 90,- for every invoice that is wholly or partly unpaid. With regard to the extrajudicial (collection) charges, LA BODEM is entitled, in so far as the Client acts in the capacity as Consumer, to a payment of the maximum sum that is determined in the Payment of Extrajudicial Collection Charges Decree. In so far as the Client acts in the capacity as Consumer, LA BODEM is only entitled to a reimbursement of extrajudicial collection charges after the LA BODEM sends the Client a reminder to pay within 14 days the outstanding invoice or invoices after the Client came into default. Any reasonable legal costs and execution costs incurred are also payable by the Client.

Article 16 Retention of title 

All Products supplied by LA BODEM within the framework of the Contract remain the property of LA BODEM until the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract. Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of Contract. For as long as the ownership of the supplied Products has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.

Article 17 Suspension

If the Client does not fulfil an obligation arising from the Contract or does not meet it fully or in a timely manner, then LA BODEM is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming. Moreover, LA BODEM is entitled to suspend the fulfilment of the obligations if:
- after the Contract is entered into, LA BODEM becomes aware of circumstances that give Product grounds to fear that the Client will not fulfil its obligations;
- the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
- circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of LA BODEM.
LA BODEM reserves the right to claim compensation.

Article 18 Termination

If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then LA BODEM is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination. Moreover, LA BODEM is entitled to terminate the Contract with immediate effect if:
- after the Contract is entered into, LA BODEM becomes aware of circumstances that give Product grounds to fear that the Client will not fulfil its obligations;
- the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
- due to a delay on the part of the Client, LA BODEM can no longer be required to fulfil the Contract under the originally agreed conditions;
-circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of LA BODEM;
- the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;
- the Client is placed under conservatorship;
- the Client deceases (dies).
Termination will take place by means of a written declaration, without judicial intervention. If the Contract is terminated, the Client’s debts to LA BODEM become immediately due and payable. If LA BODEM terminates the Contract on the above-mentioned grounds, LA BODEM is not liable for any costs or compensation. If the termination is attributable to the Client, the Client is liable for the damage suffered by LA BODEM.

Article 19 Force majeure

Breaches may not be attributed to LA BODEM or the Client if they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract. In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which LA BODEM can exercise no influence and through which LA BODEM is not able to fulfil its obligations. Circumstances regarded as resulting in force majeure include strikes, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components and lack of labour forces, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by LA BODEM cannot be reasonably sought by the Client. LA BODEM is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after LA BODEM should have fulfilled its obligations. In case of force majeure the parties are not obliged to proceed with the Contract and are not bound to pay any compensation. During the period that the force majeure continues, both LA BODEM and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages. If the situation of force majeure is of a temporary nature, LA BODEM reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention. If at the time of the occurrence of force majeure LA BODEM has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then LA BODEM is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

Article 20 Liability

LA BODEM accordingly guarantees that the delivered Products will be in accordance with the Contract. LA BODEM also guarantees that the delivered Products meet the usual requirements and standards that can be reasonably met and that the Products have the qualities, all circumstances taking into account, that are required for normal use. The implementation of the Contract is entirely at the risk and responsibility of the Client. LA BODEM (also includes: its owners, staff members, employees, and interns) is only liable for direct damage that has arisen through willful recklessness or an intentional act or omission of LA BODEM. The liability of LA BODEM is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client. In the case of consumer purchase, this limitation does not extend further than is permitted pursuant to article 7:24, paragraph 2 of the Dutch Civil Code. LA BODEM is not liable for damage, of whatever nature, resulting from LA BODEM basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to LA BODEM. The limitations of the liabilities in this article will not apply if the damage is due to an intentional act or recklessness of LA BODEM or due to his managing employee. LA BODEM is not liable for mutilation, destruction, theft or loss of data or documents. If LA BODEM is liable for any damage, then the liability of LA BODEM is limited to an amount equal to the amount stated in the invoice, or to the amount to which the insurance taken out by LA BODEM gives entitlement, with the deduction of the policy excess borne by LA BODEM under the terms of the insurance.The Client must report the damage for which LA BODEM can be held liable to LA BODEM as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage. Any liability claims against LA BODEM lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Article 21 Indemnity and limitation period

The Client indemnifies LA BODEM against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client. If LA BODEM may be sued for this reason, then the Client is bound to provide LA BODEM with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of LA BODEM and third parties will be at the expense and risk of the Client. In departure from the legal limitation period, a limitation period of one year applies to all claims against LA BODEM and any third parties brought in by LA BODEM. The foregoing shall not apply to claims which are based on the non-conformity of the delivered Products of the Contract. In this case claims lapses after two years after the Client has informed LA BODEM about the defect of the delivered Product.    

Article 22 Intellectual property 

LA BODEM reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations. LA BODEM reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.

Article 23 Privacy and cookies 

LA BODEM acts in accordance with the General Data Protection Regulation (GDPR) which is effective from May 25, 2018. LA BODEM will store the details and information that the Client provides to LA BODEM carefully and confidentially. The information that LA BODEM collects through cookies may only use this personal data for necessary specific purposes: in the context of the execution of its delivery obligation or the handling of a complaint. LA BODEM will not keep the personal data longer than necessary. LA BODEM may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint. It is not permitted for LA BODEM to lend out, rent, sell or in any other way make public the personal data of the Client. LA BODEM is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner. The Client is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint. The Client agrees that LA BODEM may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

Article 24 Newsletter

The Client can sign up for the newsletter. The newsletter will keep the Client informed of the latest news and the most recent developments. The Client will receive the newsletter by e-mail. The Client can opt out in writing or through a hyperlink of the newsletter at any time. In this case the Client will receive no more messages.  

Article 25 Interpretation and translation

As well as the original Dutch version of these General Terms and Conditions, there are two other versions of the General Terms and Conditions, translated into English. The Dutch version of the General Terms and Conditions of LA BODEM is the authentic version. This version of the General Terms and Conditions will take precedence in the event of the explanation or interpretation of the General Terms and Conditions. In the event of a difference in meaning or interpretation between the two versions, then the Dutch version of the General Terms and Conditions will prevail.

Article 26 Amendment of the General Terms and Conditions  

LA BODEM is entitled to amend the General Terms and Conditions unilaterally. Amendments will also apply to Contracts that have already been concluded. LA BODEM will inform the Client by e-mail about the amendments. The amendments to the General Terms and Conditions will be in force thirty days after the Client is informed of the amendments. If the Client does not agree with the announced amendments, the Client is entitled to terminate the Contract. 

Article 27 Applicable law, disputes

Dutch law is exclusively applicable to all legal relationships to which LA BODEM is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands. The applicability of the Vienna Sales Convention (CISG) is excluded. Disputes between LA BODEM and the Client will only be submitted to the competent court in the Amsterdam district, unless the law mandatorily prescribes otherwise.

Article 28 Location

These General Terms and Conditions are published on the website of LA BODEM and filed at the Chamber of Commerce under number 80346537. 

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