Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT OF INTURA B.V., ESTABLISHED IN NIJKERK

Article 1 Definitions

In these General Terms and Conditions, "the Seller" refers to Intura B.V.
In these General Terms and Conditions, "Buyer" also refers to the person to whom an offer from the Seller is addressed.
In these General Terms and Conditions, "goods" also refers to all work and services related to the delivery of goods.

Article 2 Applicability

1. These general terms and conditions apply to all our offers and to all agreements entered into by us, in particular agreements concerning delivery to our buyers.
2. Where these general terms and conditions refer to "Buyer", this means the natural or legal person with whom we have concluded a (purchase) agreement, or the person who placed the order and on whose behalf goods are delivered.
3. The provisions of these general terms and conditions may only be deviated from if the changes have been expressly agreed in writing.
4. If the buyer also refers to (its) general terms and conditions, the buyer's terms and conditions shall not apply. Unless the buyer's terms and conditions do not conflict with these general terms and conditions. Any provision to the contrary in the buyer's terms and conditions shall not affect this.
5. Where these general terms and conditions refer to 'delivery (of goods)', this also includes the provision of services and work.

Article 3 Offer

1. Every offer made by the Seller is without obligation and based on information, documents, drawings, etc. provided by or on behalf of the Buyer, unless expressly stated otherwise in writing in the offer.
2. With due observance of the provisions of paragraph 1 of this article, all offers made by the Seller are valid for 30 days, unless expressly stated otherwise in writing in the offer.
3. Information included on the website, in catalogues and in other documentation of Intura B.V., such as prices, sizes, colours and other specifications, is without obligation and subject to change, unless expressly deviated from in a written agreement.
4. If the other party does not accept an offer from Intura, it must immediately return the offer and all accompanying documents, samples, documentation and other materials made available by Intura B.V.
5. Intura B.V. is authorised to charge the other party for the costs involved in (making) an offer, provided that Intura B.V. has informed the other party of this in advance in writing.

Article 4 Agreement

1. An agreement, including any amendments and/or additions thereto, shall not be deemed to be binding on the Seller until it has been confirmed in writing (usually by email) by the Seller. This applies in particular to orders that have already been accepted by representatives or intermediaries on behalf of the Seller or orders that have been sent to the Seller by the Buyer by post, email, website or otherwise. The written order confirmation sent by the Seller to the Buyer shall be deemed to have been accepted by the Buyer if no written objection has been made within 3 working days. This also applies if the Seller has requested confirmations of receipt and declarations of agreement. Incidentally, the agreement is always entered into under a resolutive condition. The Seller reserves the right to obtain information showing that, in the Seller's opinion, the Buyer is sufficiently creditworthy or can otherwise fulfil its obligations.
2. Contrary to the provisions of paragraph 1, an agreement to perform additional work or supply additional materials may be concluded verbally. The Seller is also authorised to charge separately for additional work performed or additional materials supplied if it deems this reasonably necessary for the performance of the agreement. The applicability of the provisions of Article 1646 of the Civil Code, or any provision replacing it, is expressly excluded as far as possible.

3. In the performance of the agreement, minor deviations within the usual tolerances that do not result in any substantial change in the technical and aesthetic performance of the goods are permitted.
4. Unilateral cancellation by the Buyer is invalid unless the Seller agrees to such cancellation in writing.

Article 5 Communications, information and specifications

The communications, data and statements, including images, drawings and dimensions, made or provided by the Seller, in whatever form and of whatever nature, are without obligation and never binding on the Seller, unless expressly stated otherwise in the agreement.

Article 6 Prices

1. The prices quoted and/or agreed by the Seller are in Dutch currency (euros), unless expressly agreed otherwise. These are exclusive of VAT and other taxes.
2. The price for deliveries of goods is based on delivery ex works, which means delivery ready for shipment at the Seller's premises (in the Netherlands). The costs for delivery to a location specified by the Buyer are not included in the price, unless expressly agreed otherwise in writing, and will be charged separately to the Buyer if the Seller is obliged to do so.
3. Transport and order costs. For orders over £750, no transport and order costs will be charged for delivery to an address within the United Kingdom (excluding the Channel Islands).
4. The Seller has the right to increase the prices quoted and/or agreed in the event of an increase in the prices of goods, raw materials or parts to be purchased from third parties, wages, social security contributions, freight, insurance premiums, charges imposed by or on behalf of (semi-)governmental bodies (including import or transit duties), and charges, even if fixed prices have been agreed. The Seller shall notify the Buyer of such an increase in good time. If such notification takes place within three months of the agreement being concluded, the Buyer who is not acting in the course of a profession shall have the right to terminate the purchase with immediate effect immediately after this notification.
5. The provisions of the preceding paragraphs of this article shall apply to the calculation of additional work.

Article 7 Delivery time/(final) delivery

1. The delivery time (including the period within which the work must be carried out) shall commence on the latest of the following dates: - the date on which the agreement is concluded; - the date on which the Seller has at its disposal all the documents (including drawings), data (including dimensions), etc.; - the day on which the Seller receives what has been paid in accordance with the agreement for the commencement of instalment payments, or the day on which the Seller receives the advance payment and/or security as referred to in Article 12.
2. The delivery time is based on the working conditions prevailing at the time of concluding the agreement and on the timely delivery of the materials ordered by the Seller for the performance of the agreement. If a delay arises as a result of a change in these circumstances or because materials ordered in good time for the performance of the agreement are not delivered on time, the delivery time shall be extended as is reasonable, taking all circumstances into account.
3. a. The time of delivery of goods shall be the moment at which the goods, excluding minor parts, are loaded for transport on the Seller's premises, regardless of whether the Seller is obliged to deliver.

b. The time of delivery of goods that are to be assembled by or on behalf of the Seller pursuant to the agreement shall be the moment that those goods, apart from minor parts, are ready for use on site for delivery, and the Seller has notified the Buyer thereof.

4. The Seller is always entitled, but never obliged, to make partial deliveries, unless expressly agreed otherwise in writing. If the Seller makes partial deliveries, the provisions regarding payment and warranty shall apply to each delivery separately.
5. The Buyer cannot derive any rights from exceeding the delivery time, insofar as this does not exceed a period of 21 days.
6. The Seller shall not be liable for any contractual penalty imposed for exceeding the delivery time if the exceeding of the delivery time is the result of a non-attributable shortcoming or circumstances.

Article 8 Delivery 

Article 8 Delivery

1. The Seller is not obliged to deliver the goods to a specific location, unless expressly agreed otherwise in writing.
2. If it has been agreed that the goods will be delivered on location, this will be done - unless expressly agreed otherwise in writing - at the expense and risk of the Buyer in a manner to be determined by the Seller and with means of transport at the Seller's discretion, except insofar as Articles 7:11 and 13 of the Civil Code are urgently applicable, in which case the transport will take place at the costs specified in the agreement. "Delivery" means transport to the place of delivery, or as close to the place of delivery as the access roads reasonably allow. The Buyer is responsible for unloading the goods.
3. If paragraph 2 of this article applies, the goods will be delivered on the first day after delivery, as referred to in Article 7, that the delivery can reasonably be scheduled in the transport route of the Seller (or third party engaged by the Seller), but no later than within 8 days.
4. If paragraph 2 of this article applies, the Buyer is obliged to unload the (freight) vehicle, and any transport cages or similar structures contained therein, immediately upon arrival at the delivery location.

Article 9 Packaging

1. The Seller shall provide any packaging for the goods in the best and cheapest manner.
2. Single-use packaging will not be taken back by the Seller. The Seller has the right, at its discretion, to take back reusable packaging or not.
3. Steel packaging, such as transport crates, is and remains the property of the Seller at all times. In the event of damage to or loss of this packaging, the Buyer is liable for reimbursement of the costs.
4. Damage to goods caused by destruction/damage to the packaging is at all times at the risk of the Buyer.

Article 10 Risk and Transfer of Ownership

1. The Buyer bears the risk for all direct and indirect damage that may occur to the goods or (parts of) the work immediately after the goods/work, except for insignificant parts, are deemed to have been delivered within the meaning of Article 7, paragraph 3.
2. The Seller retains ownership of all delivered goods until all its claims against the Buyer in respect of the goods delivered or to be delivered by the Seller to the Buyer pursuant to the relevant agreement or the work performed or to be performed for the Buyer, as well as in respect of any failure on the part of the Buyer to comply with the relevant agreement, have been paid in full, or bills of exchange, letters of credit, cheques or other payment documents issued for this purpose have been honoured in full. If the goods delivered by the Seller are processed into other goods, whether newly manufactured or not, the Buyer shall, at the Seller's first request, grant it a silent pledge with the highest rank on those other goods.
3. As long as ownership of the goods has not been transferred to the Buyer, the Buyer is not authorised to grant any rights to these goods to third parties, or to connect them to the land and/or building in such a way that they become components and/or accessories of these other goods, all this subject to the provisions of paragraph 7 of this article.

4. The Buyer is obliged to store the goods delivered under retention of title with due care and as recognisable property of the Seller. The Buyer is also obliged to insure the goods against damage or loss, for whatever reason, for the duration of the retention of title and to make the insurance policies available to the Seller for inspection upon first request. All claims of the Buyer against the insurers of the goods under the aforementioned insurance policies shall be assigned to the Seller as soon as the Seller so desires, or a right of pledge shall be granted to the Seller as soon as the Seller so desires.
5. If the Buyer fails to fulfil its obligations referred to in paragraph 2 of this article, the Seller shall be entitled to take back the goods delivered under retention of title and still present at the Buyer's premises immediately and without prior notice of default. To the extent necessary, the Buyer irrevocably authorises the Seller to exercise the right of repossession referred to in this paragraph.
6. In the event and to the extent that the Seller has exercised its right of repossession as referred to in paragraph 5, the agreement shall be dissolved in whole or in part without judicial intervention, without prejudice to the Seller's right to compensation for damage and costs. In the event of termination as referred to in the previous paragraph, the Buyer shall be credited for the market value (which in no case may exceed the original purchase price) less any damage suffered and costs incurred by the Seller.
7. The Buyer, acting in the course of his profession or business, is permitted to sell and deliver the goods delivered under retention of title to third parties in the course of his business. In the event of such sales, the Seller's claim against the Buyer in respect of the goods resold by the Buyer, insofar as it was not already due and payable, shall become due and payable immediately and in full. In the case of sales on credit, the Buyer is also obliged, upon request, to inform its customer that the Seller is the owner of the goods delivered as long as the customer in question has not paid for them in full.
8. The Buyer, acting in the course of his profession or business, undertakes not to assign any claims he may have against his customers to third parties without the prior written consent of the Seller, and to assign such claims to the Seller or grant him a right of pledge over them, at his discretion, as soon as the Seller expresses a wish to do so.

Article 11 Payment

1. Unless expressly agreed otherwise in writing, payment of the agreed price shall be made as follows:
   a. In the case of the sale and delivery of goods, as well as if goods are assembled by the Seller (including installation, etc.), payment shall be made no later than upon delivery as referred to in Article 7;
   b. If payment after collection or delivery is agreed, the Buyer is obliged to pay the amount due or the remaining amount within eight (8) days of the invoice date.
2. In all cases, the Seller is entitled to require the Buyer to make an advance payment of up to 50% of the agreed price. If the Seller has good reason to fear that the Buyer will not fulfil its obligations, the Seller is entitled, before delivering or continuing with its performance, to demand sufficient security for the fulfilment of the Buyer's payment obligations, at its discretion. The Seller shall be entitled to suspend the fulfilment of its obligations until the Buyer has made this advance payment or provided this security.
3. Payment for additional work must be made immediately after it has been invoiced to the Buyer.
4. All payments must be made without any deduction or set-off at the Seller's office or to a bank or giro account designated by the Seller. All payments must be made effectively in the currency referred to in Article 6, paragraph 1. If the Buyer believes it can make a claim against the Seller in relation to the performance of the agreement, this does not release it from its obligations to pay in the agreed manner.
5. If the Buyer has not paid at the time or within the period referred to in paragraph 1 of this article, he shall be in default by operation of law and without any prior notice of default being required, and he shall owe interest on the amount due from the day on which payment should have been made at the latest, without prejudice to any further rights accruing to the Seller. The interest rate is 1.5% per month. Furthermore, in this case, all discounts agreed with the Buyer shall lapse.
6. The costs, both in and out of court, incurred by the Seller in connection with the Buyer's failure to fulfil its obligations, or its failure to do so on time or properly, including extrajudicial collection costs and the costs of legal assistance, shall be reimbursed by the Buyer to the Seller. In the event that the Buyer fails to pay an amount owed by him to the Seller (on time), the extrajudicial collection costs between the Seller and the Buyer shall be determined in advance at an amount equal to 15% of the amount not paid (on time), but at least €250.

Article 12 Returns

Consumers have a cooling-off period of 14 days to return the product without giving reasons, starting on the day of receipt of the product. The product can only be returned unused and in its originalundamaged packaging. You are responsible for the return costs when returning the order. We will credit the amount within 14 days after your return has been received undamaged.

However, it is not permitted to return goods delivered by the Seller without its prior written consent. 

Customised and non-stock items can never be returned, nor can items whose packaging is no longer in its original condition and/or damaged.

For business purchases, i.e. purchases made by entrepreneurs, there is also no right of withdrawal or statutory cooling-off period.

Article 13 Warranty and complaints

Subject to the limitations set out below, the Seller provides a warranty for the goods it has delivered and any assembly work it may have carried out, as described in the warranty provisions attached to these terms and conditions as Appendix 1, which are deemed to form part of these terms and conditions.

Article 14 Liability

1. The Seller's liability under the agreement shall never extend to trading losses or other indirect damage arising in any way whatsoever.
2. With regard to all persons and all goods, the express stipulation applies for the period that they are under the supervision and/or on the (business) premises of the Seller that the Seller is in no way liable for death, physical and/or mental injury or any injuries whatsoever (with regard to goods), except insofar as there is evidence of intent or gross negligence on the part of its director(s) personally. With regard to all persons, for the period that they are under the supervision and/or on the (company) premises of the Buyer, the express stipulation applies that the Buyer is liable for death, physical and/or mental injury or any injury whatsoever, unless it can be proven that there was intent or gross negligence on the part of the employee concerned or other persons engaged by or on behalf of the Seller.
3. The limitations and exclusions of liability stipulated for the Seller itself in the above paragraphs are also stipulated for and on behalf of its subordinates, any other person employed by it in the context of the agreement, as well as for those from whom it obtains goods and/or parts, even in the event of intent or gross negligence. The Seller is never liable for (parts of) designs made available by or on behalf of the Buyer, nor for any specifications of materials provided with this design. The Seller is not obliged to check these (parts of) designs, unless expressly agreed otherwise.

Article 15 Force majeure

1. For the purposes of these terms and conditions, force majeure is understood to mean any circumstance beyond the Seller's control, even if this was already foreseeable at the time of concluding the agreement, which permanently or temporarily prevents the fulfilment of the agreement, as well as, insofar as not already included, war, threat of war, civil war, riots, strikes, lockouts, transport difficulties, fire, unworkable weather and other disruptions to the Seller's or its suppliers' business.
2. In the event of prevention of performance of the agreement as a result of force majeure, the Seller shall be entitled, without judicial intervention, either to suspend performance of the agreement for a maximum of 6 months or to terminate the agreement in whole or in part, without the Seller being liable for any compensation.

Article 16 (Imminent) failure

In the cases referred to in the Act, as well as if the Buyer fails to properly or timely fulfils one or more obligations arising for him from the agreement, including the provisions of these General Terms and Conditions, or if there is serious doubt as to whether the Buyer is able to fulfil his contractual obligations towards the Seller, as well as in the event of bankruptcy, suspension of payments, total or partial cessation of business, liquidation, transfer or encumbrance of the Buyer's business, including the transfer or

pledging of a significant part of its claims, and furthermore in the event that the Buyer's goods are seized by way of prejudgment attachment or execution, the Seller shall be entitled, without notice of default and without judicial intervention, either to suspend the performance of any of these agreements for a maximum of six months, or to dissolve them in whole or in part, without being liable for any compensation or guarantee, and without prejudice to its other rights.

In the above cases, all amounts owed by the Buyer to the Seller under the agreement or these General Terms and Conditions shall become immediately due and payable. The Buyer shall only be entitled to suspend its obligations under the agreement and/or terminate the agreement if the Seller, after having been given notice to do so by registered letter, seriously fails to fulfil its obligations.

Article 17 Suspensions + termination – consequences

1. If the Seller suspends the fulfilment of its obligations, it is entitled – and at the end of the suspension period obliged – to choose between performance or total or partial termination of the agreement.
2. In the event of suspension or termination pursuant to the provisions of Article 16, the agreed price shall become immediately due and payable, less any costs saved by the Seller as a result of the suspension, and the Seller shall be entitled to demand payment for the raw materials, materials, parts and goods reserved, processed and manufactured by it for the performance of the agreement, at the value that can reasonably be attributed to them. In the event of termination pursuant to the provisions of Article 16, the agreed price shall become immediately due and payable, unless prior suspension has taken place, less any costs saved by the Seller as a result of the termination, and the Buyer shall be obliged, after payment of the amount due pursuant to the previous paragraph, take possession of the goods included therein, failing which the Seller shall be entitled to store these goods at the Buyer's expense and risk, or to sell them at the Buyer's expense. In the event that the Buyer returns the goods received from the Seller after termination of the agreement, this return shall at all times be at the Buyer's expense and risk until they have been received by the Seller.

Article 18 General

1. If one or more provisions of the agreement concluded between the parties, including provisions of these General Terms and Conditions, are void or become invalid, the remainder of the agreement shall remain in force. The parties shall consult on the provisions that are void or become invalid in order to agree on a replacement arrangement.
2. If one or more provisions of these General Terms and Conditions and/or of the agreement concluded between the parties should conflict with mandatory provisions established or to be established by a competent authority, the latter provisions shall be deemed to have replaced the relevant provisions of these General Terms and Conditions or the relevant agreement.
3. If two or more Buyers have jointly acted as such in an agreement, they shall each be jointly and severally liable for all their obligations under the agreement and these General Terms and Conditions.

Article 19 Disputes and applicable law

1. The civil court shall have exclusive jurisdiction in respect of all disputes relating to the agreement or further agreements arising from, resulting from or related to it. A dispute in the first instance falls within the jurisdiction of the District Court of Utrecht, unless the Seller expressly opts for the jurisdiction of the court of the place or establishment of the Buyer.
2. The agreement, as well as any further agreements arising from it, resulting from it or related to it, shall be governed by Dutch law, with the exception of the provisions of the Vienna Sales Convention or any future international regulation concerning the sale of movable and tangible goods, the effect of which may be excluded by the parties.

Appendix 1 to the General Terms and Conditions of Sale, Delivery and Payment of Intura B.V., established in Nijkerk.

Warranty provisions

1. Subject to the restrictions set out in the General Terms and Conditions and below, the Seller provides a warranty in respect of the goods it has delivered and the assembly work it has carried out, as follows:

a) with regard to goods, in the event of defects which the Buyer proves to have arisen within two years of delivery as referred to in Article 7 of the General Terms and Conditions (hereinafter referred to as: Article 7), exclusively or predominantly as a direct result of an inaccuracy in the design by the Seller, or as a result of faulty manufacture or execution of the goods or work(s) or use of poor materials, the goods or parts in question will be repaired or replaced by the Seller free of charge.

b) with regard to treated goods bearing the relevant Intura/Okpol warranty mark, in the event of defects which the Buyer proves to have arisen within two years of delivery as referred to in Article 7, exclusively or predominantly as a direct result of an inaccuracy in the design by the Seller, or as a result of faulty manufacture or execution of the goods or work(s) or use of poor materials, the goods or parts in question will be repaired or replaced free of charge by the Seller.

The Buyer shall enable the Seller to do so without charging any costs and shall furthermore make all necessary and customary (auxiliary) workers, auxiliary tools, auxiliary and operating materials available to the Seller in good time and at the right place without charging any costs. Costs incurred as a result of failure to comply with this or failure to comply in good time shall be borne by the Buyer. The Seller shall determine at its discretion where the repair work will be carried out. The costs of dismantling, transporting and assembling the goods or parts to be repaired/replaced shall be borne by the Buyer, except insofar as the warranty directly relates to the defective performance of assembly work carried out by or on behalf of the Seller. The costs of the Seller's investigation into alleged defects shall be borne by the Buyer if no defect covered by the warranty is found to exist. The warranty is not transferable, unless otherwise agreed by the parties.

2. The Seller's warranty does not apply in the following cases:

a) If the Buyer or User has not complied with the Seller's assembly, maintenance and usage instructions, which can be consulted at www.Intura.nl. ;

b) in the event of colour and structure deviations in the wood, and/or small surface and dry cracks, which are considered acceptable in a natural product such as wood;

c) in the event of colour and structure deviations in the plastic, and/or small surface and dry cracks, which are considered acceptable in a product such as plastic;

d) in the event of colour and structure deviations, and/or surface and dry cracks, tears, swelling and/or deformations that are not reported within 7 days of delivery as referred to in Article 7 in accordance with the provisions of paragraph 3 of this appendix;

e) if the defects are partly the result of normal wear and tear, improper handling, use and/or storage or maintenance of the goods; including the case where the Buyer has not carefully and meticulously complied with the provisions of Appendix A of NPR 7069 "Requirements relating to transport, storage and processing by the customer and maintenance";

f) if there is glass breakage. The warranty on the glass in Intura's products covers leakage between the glazing (condensation) and the insulating value of the glass. Glass breakage is almost always caused by an external factor (mechanical damage - impact on the glass - during or after installation or atmospheric conditions, such as large temperature differences) and is therefore not covered by the warranty. You can take out glass insurance for this. 

g) if the defects are wholly or partly the result of any government regulation concerning the nature or quality of the materials used or the quality of the goods delivered;

h) in the case of used materials or used goods delivered by the Seller in consultation with the Buyer or repair or overhaul work carried out by the Seller;

3. Complaints regarding the number of goods delivered and the specifications of the goods must be made at or immediately after the collection or delivery of the goods as referred to in Article 7 and before processing or further treatment of the goods, by registered letter or e-mail, with a full description of the alleged defects. Complaints regarding visible defects must be made within 7 days of delivery as referred to in Article 7 by registered letter or email, including a full description of the alleged defects. Complaints regarding non-visible defects must be made within 7 days of their discovery by registered letter or email, with a full description of the alleged defects. 

4. Any claim under the warranty in respect of certain defects shall lapse:

a) if no complaint has been made within the period specified in paragraph 3 of this article;

b) if the Buyer has not immediately given the Seller the opportunity to investigate the complaints and fulfil its warranty obligations. Furthermore, any warranty claim shall lapse:

c) if repairs or other work have been carried out on the goods by the Buyer itself or by third parties without the prior written consent of the Seller, or if modifications or changes have been made to these goods;

d) if the Buyer has not fulfilled any of its obligations, or has not done so in a timely or proper manner.

5. The Seller shall never provide a warranty for parts and/or goods purchased from third parties that exceeds the warranty provided to it by its supplier.

6. If the Buyer provides the Seller with raw materials or goods for processing, a warranty will only be given on the soundness of the execution of the commissioned processing.

7. The Seller shall never be obliged to fulfil its warranty obligations insofar as the costs incurred by it exceed the price agreed for the relevant delivery of goods or assembly work.

8. The Seller is only obliged to fulfil the warranty obligations described in this article within the Netherlands, unless expressly agreed otherwise in writing.