Terms & Conditions
- Floor iQ B.V., subsequently called “Floor iQ”, is a private limited liability company. Floor iQ is established in 4328 BA Burgh-Haamstede on Roterij 40 and registered at the Chamber of Commerce under number 71893180. The VAT identification number is NL 858892273B01. Please send all correspondence regarding an agreement or these conditions to Floor iQ at the address above or to the e-mail address info@FlooriQ.nl.
- By counterparty is intended: every natural or legal person acting for purposes which are related with the exercise of a business or profession, in the widest sense of the term, and which processes himself supplies purchased from Floor iQ.
- Floor iQ reserves itself the right to refuse, limit or undo deliveries to competing parties, re-sellers and/or purchasing groups, to the project quantities considered typical by Floor iQ, unless deviating, modified, additional, or conflicting General Conditions of the counterparty have been emphatically accepted by Floor iQ.
- These General Conditions are applicable to all offers and agreements, to all subsequent quotations and agreements, issued or concluded respectively with the same counterparty, regardless of whether they are related to or result from quotations already made or agreements already concluded.
- From what is stipulated in these General Conditions can only be deviated if such is expressly established in writing, in which case the other provisions of these conditions remain unaltered and fully effective. Deviations from these General Conditions only apply to that quotation or agreement upon the issue, or the conclusion respectively, of which the modification or supplement was applied.
- General Conditions of Floor iQ are exclusively effective, in the sense that clauses and/or General Conditions of the counterparty are not applicable, unless they have been expressly accepted in writing by Floor iQ. The applicability of any possible purchasing or other conditions of the counterparty is emphatically rejected.
- Floor iQ reserves itself the right to modify or supplement the General Conditions from time to time.
- Floor iQ is authorised to make use of third parties for the implementation of an agreement with the counterparty. These General Conditions are also applicable to employees of Floor iQ and to third parties deployed by Floor iQ, to the extent these third parties do not apply their own General Conditions.
- If one or more provisions of these General Conditions are entirely or partially void or are annulled by a court order, then what is otherwise stipulated in these General Conditions remains fully applicable. Parties will then enter into consultation in order to establish new provisions to replace the void or annulled provisions, whereby the purpose and tenor of the original provisions is observed as much as possible.
3. Offers and adoption of agreements
- An agreement is adopted at the moment that Floor iQ confirms the order of the counterparty in writing, also including through electronic channels. The order of the counterparty can take place, besides through other means, telephonically or through the website of Floor iQ.
- The counterparty and Floor iQ emphatically agree that by making use of electronic means of communication a valid agreement is concluded, as soon as the conditions in the article have been complied with. Specifically, the omission of a signature does not diminish the binding force of the offer and its acceptance. The electronic files of Floor iQ hereby count, to the extent permitted by law, as proof.
- An agreement is not concluded, or an agreement already concluded can be revoked by Floor iQ in the event the counterparty turns out not to be creditworthy or if it turns out that the counterparty does not act from the exercise of a profession or business, and such at the discretion of Floor iQ. In such case, Floor iQ will accordingly inform the counterparty within five (5) business days after receipt of the order.
- Offers of Floor iQ are valid for as long stock is available or if so indicated for a certain period exclusively.
- A personalized quotation has a term of validity of two (2) weeks, unless another term is indicated in the quotation. A personalized quotation is non-committal in the sense that also after acceptance of the offer by the counterparty, Floor iQ is authorised to revoke within three (3) full calendar weeks after acceptance.
- The counterparty guarantees the information, specifications, calculations, and such which are provided by it.
- An order by the counterparty can take place in the following manners:
- a) The counterparty has entered the information on the appropriate fill-out screen of the website and sent the relevant data (order form to Floor iQ) through electronic channels. These have been received by Floor iQ.
- b) The counterparty has expressly indicated telephonically it wishes to receive a certain product and/or a certain service.
- c) A personalized quotation is signed by the counterparty and received by Floor iQ.
- Information, pictures, verbal announcements, statements, etc. regarding all offers and the characteristics of the products which are provided by phone, e-mail, or through the website, are given or rendered with the greatest accuracy possible. Floor iQ does not guarantee, however, that all offers and products fully correspond with the provided information. Deviations can in principle not be grounds for compensation of damage by Floor iQ and/or rescission of an agreement already concluded pursuant to what is stipulated in this article.
- Apparent errors in the price quotation, such as evident inaccuracies or typing errors, can be corrected after adoption of the agreement by Floor iQ as well.
- Floor iQ has the right at all times to rescind the agreement without any further default notice by way of a written announcement to the counterparty at the moment that the counterparty:
- a) is declared in state of bankruptcy or an application for the bankruptcy of the counterparty has been filed;
- b) applies for (temporary) suspension of payment;
- c) incurs the enforced attachment on his assets;
- d) is placed under forced administration or guardianship;
- e) otherwise loses the power of control or legal capacity regarding his assets or parts of it, also including the situation in which a debt restructuring arrangement has been declared applicable;
- f) counterparty fails to report the above situations to Floor iQ.
4. Prices and price adjustments
- All prices are listed in Euros, in accordance with the legal requirements regarding, and are exclusive of sales tax, packaging costs, shipping, delivery and/or transport costs, import and export duties and other government-imposed levies.
- The counterparty owes the price which Floor iQ has confirmed to the counterparty in accordance with these General Conditions in writing.
- With regard to certain payment methods, further conditions apply concerning the delivery method and the costs associated with it. This is communicated to the counterparty in writing.
- If the prices for the offered products and/or services increase in the period between the order by the counterparty and its confirmation by Floor iQ, Floor iQ communicates such as soon as possible to the counterparty. In such case, the counterparty can still cancel the order within ten (10) days after the announcement of the price increase by Floor iQ. Price increases imposed by the authorities, such as the raise of the VAT-rate, do not constitute a right to cancellation. In such case a set-off will take place between parties in accordance with the legal provisions.
- Payment can in any case be made in the following manners:
- a) Advance payment, whether or not by way of a one-time authorisation;
- b) In cash on delivery;
- c) On account (retroactive payment). Other payment options will be made known through the website or will be separately discussed with the counterparty.
- Payment on delivery takes place in cash or in a manner established by the transporter. The extra costs for this mode of delivery are for the receiver/customer.
- One of the other payment methods, with the exception of advance payment, can only be used if the conditions for such methods – including a check of creditworthiness and authentication and authorisation of the counterparty – have been complied with.
- In case of retroactive payment, the payment term is fourteen (14) days after invoice date, without any right to discounts or set-offs. Through the simple expiry of this term, the counterparty falls into default without requiring any further default notice. Deviations from this payment term can only be established in writing, under such conditions as are to be established and agreed on in such case.
- The payments made by the counterparty always serve for the settlement of all due costs, interest, and subsequently for the oldest exigible invoices, even if the counterparty indicates that the settlement regards a later invoice.
- In case of late payment by the counterparty, from the day on which payment should have taken place at the latest until the day of full settlement interest is owed over the outstanding amount in the amount of 1.15% per month, whereby a commenced month is counted as an entire month.
- Borne by the counterparty will also be all (extra-)judicial costs of whatever nature, which Floor iQ has had to incur as a consequence of not or not timely complying by the counterparty with its (payment) obligations.
- 15 % of the amount of the principal over the first € 2,500 of the claim (with a minimum of € 250);
- 10% of the amount of the principal over the next € 2,500 of the claim;
- 5% of the amount of the principal over the next € 5,000 of the claim;
- 1% of the amount of the principal over the next € 20,000 of the claim;
- 5% of the amount of the principal with a maximum of € 30,000 of the claim;
Or alternatively, if a legal maximum has been established for chargeable costs, a sum equal to that legal maximum.
- If and to the extent the counterparty is in default with the payment, as well as in the event of bankruptcy, the application for suspension of payment and the shutdown or liquidation of his enterprise, everything which Floor iQ has to claim from the counterparty, is immediately exigible.
- In case of late payment, Floor iQ is authorised to rescind the agreement with immediate effect or to suspend (further) deliveries until the moment that the counterparty has completely fulfilled its payment obligations, including the payment of due interest and costs.
- In case of a one-time authorisation, the authorisation will be issued before the products are shipped.
- Floor iQ reserves itself the right to require a down payment of 100%.
6. Delivery and delivery time
- In principle, Floor iQ strives to ship orders placed before 5.00 PM on a business day on the next business day, on condition the products are in stock and Floor iQ has at its disposal all information, instructions, documents, etc. which are necessary for delivery or for the manufacture and transport of the product to be delivered, and, in case of orders with down payment, after receipt of the payment.
- If a product which is (temporarily) not in stock is ordered by the counterparty, it will be indicated when the product will be available again. Floor iQ strives to report delays within one business day by phone or e-mail to the counterparty. If Floor iQ for the implementation of the agreement also depends on the collaboration of the counterparty and the counterparty for whatever reason falls short with that collaboration, the term for implementation is extended, by the duration which Floor iQ reasonably needs to undo the delay caused by the shortcoming of the counterparty. The preceding also applies to situations whereby Floor iQ is forced to modify, adjust, or supplement what is established on account of the counterparty or a government institution. The overrunning of terms on the part of Floor iQ only pertains if the counterparty after expiry of the established term sets a reasonable term in writing – which term, however, may not be shorter than fourteen calendar days counted from the day of receipt of the notification – and Floor iQ cannot for certain reasons within that further term fulfil its delivery obligations either.
- Floor iQ has the right to make partial deliveries.
- The overrunning of a certain term for delivery does not give the right to the counterparty to suspend its obligations on account of the agreement and never leads to the liability of Floor iQ for direct or indirect consequences of late delivery.
- Deliveries take place at the works or warehouse of Floor iQ, unless emphatically established otherwise.
- If so desired, products are shipped against payment by Floor iQ; shipments always take place EXW (ex Works). Delivery and/or shipment will always – unless established otherwise – take place at the expense and risk of the counterparty.
- In case of orders from € 300 upwards within the Netherlands (barring machinery) Floor iQ will bear the cost of shipment of the product to the counterparty. In that case, the mode of transport will be paid by Floor iQ. Products, however, will travel at the risk of the counterparty in such case as well.
- The counterparty is obligated to take the products and services the delivery of which has been established with Floor iQ, and to do so at the place and time stated in the agreement and/or General Conditions which apply between parties. If the counterparty refuses to take the products or is negligent in providing information or instructions which are necessary for delivery, then the products will be stored for a maximum of four (4) weeks at the expense and risk of the counterparty. In such case, the counterparty owes all additional costs, also including storage costs, to Floor iQ. After a period of four (4) weeks, Floor iQ has the right to (privately) sell the products in case. Any possible inferior yield and the costs involved are borne by the counterparty, without prejudice to the right of Floor iQ to claim full indemnification.
7. Transfer of risk and retention of property
- The risk of a product to be delivered by Floor iQ is transferred permanently to the counterparty upon arrival at the place of delivery (see 6.5). If at the delivery time applicable between Floor iQ and counterparty, counterparty does not take the products for reasons not attributable to Floor iQ, the risk is permanently transferred to counterparty at that time. All costs related to storage and transport which Floor iQ must incur from the delivery time regarding the product referred to in the preceding sentence, are borne in their entirety by the counterparty.
- The property of products, notwithstanding the actual delivery, only passes to the counterparty after the latter has fully settled everything it owes on account of any agreement with Floor iQ, also including compensation of interest and expenses, also for earlier or later deliveries and any activities conducted or to be conducted with regard to the products.
- Also if Floor iQ has committed itself to provide the property of a product, despite delivery, the property of the product continues to lie with Floor iQ, until Floor iQ has received full payment of what counterparty owes Floor iQ on account of the agreement, delivered products, and due to the falling short in settling what counterparty owes on that account to Floor iQ.
- If Floor iQ holds claims on the counterparty regarding which a retention of property applies as well as claims on the counterparty with regard to which no retention of property applies, then a payment of the counterparty first serves for the settlement of the claim regarding which no retention of property has been stipulated.
- For as long as the property of a product has not passed to the counterparty, the latter is obligated to keep the product as a responsible guardian and as the apparent property of Floor iQ. Any possible markings or signs applied in, on, or to the delivered matters must remain visible to anyone.
- The counterparty commits itself in any case to insure and keep insured the matters delivered under retention of property against calamities and theft and to present the policy of this insurance upon first request to Floor iQ for perusal. In the event of an eventual disbursement by the insurer, Floor iQ is entitled to these funds.
- The counterparty may not tax, sell, pass on for delivery or otherwise encumber the products before their property has passed.
- Floor iQ has the right to take back the matters delivered under retention of property if and to the extent the counterparty continues to fall short with fulfilling any obligation towards Floor iQ, or if in the opinion of Floor iQ it has payment difficulties.
- The counterparty presently grants Floor iQ the irrevocable right for any such occasion to enter the (company) buildings of the counterparty or to let them be entered by a third party to be designated by Floor iQ, if Floor iQ wishes to take back the delivered matters or if the latter wishes to control the actual presence of the delivered matters in those (company) buildings. Floor iQ is not bound to compensate any damage of the counterparty which the latter suffers in connection with this recovery. The costs of the recovery and the possible monetarization of goods are borne entirely by the counterparty. What Floor iQ still has to claim from counterparty is reduced by the value which the recovered goods have in the marketplace for Floor iQ. Floor iQ never has to apply a value, however, which is higher than the price established with counterparty for those goods.
- The counterparty must inform Floor iQ directly in writing if third parties assert property- or other rights to the goods which are subject to a retention of property.
- The counterparty cannot transfer or pawn claims on Floor iQ, on whatever account, to third parties. This clause is effective in the sphere of property rights in the sense of article 83 section 2 (juncto Article 98) of Volume 3 ‘Burgerlijk Wetboek’ (Netherlands Civil Code).
8. Warranty and complaints
- If and to the extent with regard to the delivered matters a supplier is bound towards Floor iQ to any type of warranty, the warranty granted by Floor iQ is never effective beyond the warranty granted by this supplier.
- Visible defects to the delivered matters must be communicated no later than five (5) business days after delivery to Floor iQ. Invisible defects of which the counterparty proves that it cannot reasonably have discovered them within five (5) business days after delivery, must be communicated forthwith, though no later than within five (5) business days after discovery of the defect, to Floor iQ, in both cases with a precise, written statement of the nature of the complaint. If complaint is not filed within the aforementioned term, the counterparty is considered to have unconditionally accepted the delivered matters, unless a longer term flows from the nature of the product or the other circumstances of the case. If the counterparty does not file complaint on time, no right to repair, replacement, or indemnification falls to it any longer.
- Any claim of the counterparty regarding delivered products lapses if;
- a) products cannot be identified (any longer) as deriving from Floor iQ;
- b) in case of defects which are the result of normal wear (included in normal wear are components which are subject to wear), inexpert and/or incorrect handling, use and/or storage or maintenance of the product;
- c) Floor iQ has not been enabled instantly by the counterparty to investigate the complaints and to fulfil its obligations;
- d) the counterparty has not, has not timely, or has not adequately complied with any obligation the counterparty is subject to.
- If a product ordered from Floor iQ becomes defective during the warranty period, the counterparty can send back the product to Floor iQ at its own expense and risk. If the complaint is found legitimate by Floor iQ, Floor iQ takes care of further handling in conformity with the warranty conditions of the supplier.
- Floor iQ has the right in case of the replacement of the product to supply an equivalent product, if delivery of the same product is not or not timely possible.
- If Floor iQ proceeds with the entire or partial replacement of the delivered matter or with full or partial refund of the purchase price, it may set off the advantage of the temporary use by the counterparty.
- The established warranty period is not extended by the replacement or repair of the delivered matter pursuant to these warranty provisions.
- If it is established that the complaint of the counterparty is unfounded, the counterparty is bound to compensate the costs incurred by Floor iQ, such as travel expenses and investigation costs.
- If Floor iQ is not enabled to restore the defects, but the counterparty orders a third party to do so, the costs incurred for doing so are borne by the counterparty.
- Defects which are entirely or partially the result of construction or manufacturing prescribed by the counterparty or which are caused entirely or partially by a supplier, advisor, sub-contractor, or helper prescribed by the counterparty, are not covered by the warranty.
- Without prejudice to what is stipulated in this article, no warranty can apply if the wear can be considered normal and furthermore in the following cases:
- If modifications have been applied in or to the product, including repairs which have not been carried out with the consent of Floor iQ or the manufacturer;
- If the original invoice cannot be presented, or it has been changed or rendered illegible;
- If defects are the result of usage which does not correspond with its end-use or which is inexpert;
- If damaging has occurred due to intent, gross negligence, or negligent maintenance;
- If the defect can be traced back to inexpert storage by the counterparty as a result of which the delivered matters are exposed to the impact of humidity, pollution, high and low temperatures, shocks and vibrations, or excessively prolonged storage;
- If the defect can be traced back to compliance with any government or safety requirement.
- During the period in which the counterparty fails to fulfil any obligation which results for it from the underlying or any other agreement connected with the present one, Floor iQ is not obligated to provide any warranty.
- Floor iQ is never obligated to pay any compensation of damages to the counterparty or others, unless intent or gross negligence pertains on its part. Floor iQ does not have any liability for consequential or operational damage, indirect damage, and loss of profit or turnover.
- If Floor iQ for whatever reason is bound to compensate damage, then this compensation will never be higher than an amount equal to the invoice value regarding the product or service by which the damage was caused or the amount for which Floor iQ has insured itself for such damage-causing events and for which coverage is effectively granted.
- Damage as mentioned in this article must be reported as soon as possible, though no later than within two (2) weeks after its occurrence in writing to Floor iQ. Damage which is not brought to the knowledge of Floor iQ within this term is not eligible for compensation, unless the counterparty renders plausible that he/she was not able to discover and report this damage before.
- The counterparty safeguard Floor iQ against any claim which third parties may uphold against Floor iQ regarding the implementation of the agreement, to the extent the law does not oppose the relevant damage and costs being borne by the counterparty.
- It is possible that Floor iQ includes links on its website to other websites which may be interesting or informative for the counterparty. Such links are solely informative. Floor iQ is not responsible for the content of the website to which is referred, nor for the use which may be made of it.
10. Force majeure
- In case of force majeure, Floor iQ is not obliged to fulfil its obligations towards the counterparty or the obligation is suspended respectively for the duration of the force majeure.
- By force majeure is intended any circumstance independent of the volition of Floor iQ, as a result of which the fulfilment of its obligations towards the counterparty is entirely or partially impeded. Included in these circumstances are matters such as strikes, fire, operational disruptions, power malfunctions, malfunctions in a (telecom) network or connection or used communication systems and/or the not being available at any time of the website, the absence of or late delivery by suppliers or other deployed third parties, and the absence of any permit to be obtained through the authorities.
- If one of the circumstances listed above occurs, Floor iQ reports this as soon as possible to the counterparty, while presenting the available evidence.
- If Floor iQ has suspended the implementation of the agreement and the period of force majeure lasts longer than six months, then both Floor iQ and the counterparty have the right to rescind the agreement, without any obligation to compensate costs and/or damage to the other party, without prejudice to what is stipulated in the following section.
- If Floor iQ upon the entry into effect of force majeure has already partially fulfilled its obligations from the agreement or will be able to do so, and to the part already implemented or still to be implemented respectively an independent value can be attributed, Floor iQ has the right to separately invoice the part implemented or to be implemented respectively. The counterparty is bound to settle this invoice as if it regarded a separate agreement.
11. Intellectual property
- The counterparty emphatically acknowledges that all rights of intellectual property to displayed information, announcements, designs, drawings, or other expressions regarding the products and/or the website lie with Floor iQ, its suppliers, or other rights holders.
- By intellectual property rights are intended patent, copy, brand, drawings, and model rights and/or other (intellectual property) rights, including or not patentable technical and/or commercial know-how, methods, and concepts.
- It is prohibited to the counterparty to make use of or apply changes to documents provided by or on behalf of Floor iQ, such as the multiplying, rendering public, or making available to third parties, without the emphatic written consent of Floor iQ, its suppliers, or other rights holders.
- The counterparty safeguards Floor iQ against all third-party claims based on the violation of intellectual property rights resulting from the information, models, pictures, etc. made available by the counterparty as may be filed against Floor iQ.
- If it must be acknowledged by Floor iQ or it has been established by a Netherlands court in legal proceedings in a sentence which cannot be appealed against, that any product delivered by Floor iQ does violate a third-party right as intended here, Floor iQ will take it back. The counterparty is bound to provide its assistance to returning it.
12. Personal data
- In its records, Floor iQ inserts personal and/or business information from the counterparty, as intended in GDPR or its Netherlands version AVG. The effect of the privacy regulation of Floor iQ as is applicable in the matter can be reviewed at all times on FlooriQ.nl or upon request be sent to you free of charges. Floor iQ does not provide these data to third parties for commercial purposes.
- Floor iQ is data controller in the sense of GDPR/AVG for the personal data which it receives from counterparty in the context of its provision of services. These personal data will only be processed by Floor iQ in the context of the provision of services, so as to comply with its legal obligations, unless indicated otherwise.
- Counterparty hereby confirms to be familiar with and to accept that it will provide all necessary information. Counterparty will immediately inform Floor iQ in case (personal) data are no longer correct and must be rectified and/or removed. The data which counterparty enters on the website of Floor iQ are only used for the handling of the order or for the sending of requested information to counterparty. The information is not provided to third parties.
- In connection with the order or otherwise, Floor iQ may process, keep, and bring to the knowledge to whomever within the organisation of Floor iQ, the (personal) data of counterparty, in connection with the handling of the order and for the purpose of its customer relations.
- By disclosing the e-mail address of counterparty to Floor iQ, counterparty accepts electronic communications, for instance for purposes of cost statements and for customer relations/marketing purposes of Floor iQ. Counterparty commits itself to forthwith communicate any possible modifications regarding name and address information, e-mail and such to Floor iQ. All electronic communications, also by e-mail, are considered written. Counterparty acknowledges that electronic communications are not safe and can be intercepted, manipulated, delayed, infected, or erroneously sent or forwarded, including by spam filters and/or viruses. Hereby, the applicability of article 6:227b section 1 BW (Netherlands Civil Code), regarding the provision of information in e-commerce transactions, and of article 6:227c BW, regarding the manner in which e-commerce transactions are concluded, is emphatically excluded if counterparty acts from the exercise of a profession or business.
- Floor iQ is not liable for electronic communications not being safe and is not liable either for the manipulation, interception, delaying, infecting, or erroneously sending or forwarding of electronic communications, also including spam filters and/or viruses.
- Counterparty safeguards and indemnifies Floor iQ regarding all damage and regarding all fines imposed on Floor iQ by monitoring authorities, in connection with a shortcoming in compliance with one or more obligations of counterparty from this article, GDPR.AVG and/or other legislation in the field of the protection of personal data.
13. Applicable law and competent court
- To all offers and agreements, Netherlands law is exclusively applicable.
- The applicability of the Vienna Commercial Treaty, as well as of other international arrangements the exclusion of which is permitted, is emphatically excluded.
- All disputes resulting from the agreements between Floor iQ and the counterparty must in first instance be submitted to and sentenced on by the court of law of Zeeland-West-Brabant, the Netherlands.
- If the counterparty is established outside the Netherlands, then Floor iQ has the right to choose to submit the dispute to the competent court in the country or state where the counterparty is established.