General delivery and sales terms of Carmin Furniture B.V.

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Article 1. Applicability

1. These general terms and conditions apply to all offers and quotations from Carmin Furniture B.V. (hereinafter referred to as "Carmin") and to all agreements between Carmin and its (potential) customers and clients (hereinafter referred to as "Buyer"). The general terms and conditions are applicable to the delivery of furniture and carpets (hereinafter collectively referred to as "Products") by Carmin, the performance of work, and the provision of services by Carmin, as well as all further legal relationships between Carmin and Buyer.

2. If there are deviations from these general terms and conditions in a written agreement with the Buyer, those deviating provisions shall prevail.

3. The general terms and conditions of the Buyer are never accepted and are hereby explicitly rejected by Carmin as far as necessary.

4. Carmin is entitled to unilaterally change these general terms and conditions if it deems it necessary. Carmin will inform the Buyer of any changes. If the Buyer is a natural person who is not acting in the exercise of a profession or business, and the change results in the Buyer receiving a performance that deviates significantly from the original performance, this Buyer has the right to terminate the agreement as of the date the amended condition comes into effect.

Article 2. Offer and Agreement

1. All offers and quotations from Carmin, as well as statements provided by Carmin, are non-binding and not obligatory for Carmin, unless expressly stated otherwise in writing.

2. An Agreement between Buyer and Carmin is only established after receipt of the order confirmation sent by Carmin. The Buyer has 24 hours after the order confirmation is sent to cancel the agreement. If the Buyer does not respond within 24 hours, the agreement is binding.

3. Changes to an agreement between Carmin and Buyer and deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing between Carmin and Buyer. If changes result in higher costs or pricing, Buyer is liable for these and entitled to charge Carmin accordingly.

Article 3. Quality and Description

1. Carmin delivers the Products as closely as possible in accordance with the description, quality, and quantity as described in the agreement. Images, drawings, and data are for approximate reference only (for example: colors and dimensions may differ from reality). Minor technical deviations are not grounds for compensation or termination.

2. For handmade products, an acceptable size deviation of up to 5% applies. Color variations due to handwork or lighting conditions are possible, and Carmin is not liable for this.

3. Carmin does not guarantee that the Products are suitable for the specific purpose that the Buyer intends, even if this purpose has been made known.

Article 4. Prices

1. All prices quoted by Carmin are exclusive of VAT and exclusive of freight or transportation costs, unless otherwise stated.

2. Taxes and fees are fully passed on to the Buyer.

3. In the event of significant price increases for materials, freight, or wages, Carmin may adjust prices during the term. If the increase exceeds 20%, the Buyer may terminate the agreement free of charge, except for already delivered Products.

4. Additional work or extra deliveries will be charged at the prices of Carmin that are in effect at that time.

5. Additional costs due to urgent or express shipments are always the responsibility of the Buyer.

Article 5. Execution of the agreement

1. The delivery times mentioned by Carmin are indicative and never fatal. Exceeding them does not automatically put Carmin in default.

2. Delivery takes place from the Carmin warehouse, and from that moment on, the Products are at the expense and risk of the Buyer.

3. If Carmin arranges the transport, it is at the expense and risk of the Buyer. Insurance is only provided if expressly agreed upon.

Article 6. Storage

1. The Buyer is obligated to accept Products upon delivery. If the Buyer refuses, Carmin may store the Products at the Buyer's expense and risk.

2. Storage costs will be charged according to the rate customary at Carmin, or in the absence of that, according to industry standards.

Article 7. Transfer of Ownership and Consignment

1. All Products delivered by Carmin remain the property of Carmin until all claims have been fully paid.

2. The buyer agrees to cooperate at first request in establishing a pledge on the delivered goods.

3. The Buyer may only sell the Products in the normal course of its business, provided that Carmin still has ownership retention.

4. Consignment is only possible after explicit agreement. Carmin can terminate the consignment at any time.

5. Processing costs and return costs for consignment are the responsibility of the Buyer.

6. Labels from Carmin may not be removed or replaced.

7. In case of non-compliance by the Buyer, Carmin has the right to reclaim the delivered goods.

Article 8. Payment

1. Payment must be made within 30 days of the invoice date, without deduction, discount, or offset.

2. In case of late payment, the Buyer is in default without a formal notice of default and owes interest of 2% per month. Additionally, extrajudicial collection costs are due with a minimum of €150.

3. Carmin may require advance payment or security if there is doubt about the Buyer’s compliance.

4. Objections to invoices must be reported in writing within 30 days of the invoice date.

Article 9. Complaints

1. The buyer must inspect the Products upon delivery and no later than within 1 week, and any complaints must be reported in writing within 8 days.

2. Additional control obligations apply to inventory purchases.

3. Bills of lading and delivery notes serve as proof, unless objections are raised immediately upon delivery.

4. In the case of a valid complaint, Carmin will replace or repair the Products. Further liability is excluded.

5. If Products have been used or modified, the right to complain is void.

6. Unauthorized repairs by the Buyer void the warranty.

Article 10. Force Majeure

1. Delivery deadlines are extended in cases of force majeure.

2. Force majeure includes, among other things, war, natural disasters, pandemics, government measures, strikes, transportation issues, or other circumstances beyond Carmin's control.

3. In the event of force majeure lasting longer than 2 months, both parties may terminate the agreement. Carmin retains the right to reimbursement of incurred costs.

4. In case of partial performance, Carmin may demand payment for the part that has already been delivered.

Article 11. Liability

1. Carmin is only liable in the event of a attributable shortcoming that has led to default.

2. Carmin is always given the opportunity for repair or replacement of the defect.

3. Liability for indirect or consequential damages is excluded.

4. Compensation is limited to the contract value of the agreement or, in the case of long-term agreements, to the value over the preceding calendar year.

5. The buyer indemnifies Carmin against claims from third parties.

6. Claims for damages expire if no proceedings are initiated within 1 year of discovery.

7. This limitation of liability also applies to third parties engaged.

Article 12. Intellectual Property Rights

1. Intellectual property rights on Products and services remain with Carmin, unless otherwise agreed in writing.

2. Intellectual property rights that arise during execution belong exclusively to Carmin.

3. In the development of custom solutions or private label, Carmin remains the rightful owner of the intellectual property rights.

Article 13. Personal Data

1. The buyer guarantees that when using or providing personal data in accordance with the GDPR, they are entitled to processing.

2. The buyer indemnifies Carmin for damages arising from violations of the GDPR.

3. The parties document agreements regarding data processing in writing.

Article 14. Termination of the Agreement

1. Carmin can immediately terminate the agreement in the event of bankruptcy, suspension of payments, or loss of the authority to dispose of assets by the Buyer.

2. In the event of termination, claims become immediately due and payable, and the Buyer is liable for damages and costs.

Article 15. Applicable Law

1. All disputes that may arise between Carmin and Buyer shall be submitted exclusively to the competent court of the district where Carmin has its statutory seat.

2. Dutch law exclusively applies to all offers, agreements, and these general terms and conditions. The applicability of the Vienna Sales Convention is excluded.