Terms & Conditions

GENERAL

1.1.These conditions apply to all offers and agreements completed respectively entered into by Floorwindo International B.V. (hereafter named "Windo Displays"). In case of deviations of the general delivery and payment conditions in favour of our company, these deviations will apply to the benefit of Windo Displays, this at Windo Displays's discretion.
1.2.The authority of the representative(s) of Windo Displays is always restricted to providing intermediary services when the agreements are established; only the management of Windo Displays may bind the company of Windo Displays.
1.3.Clauses, which deviate from the conditions of Windo Displays, are only valid if Windo Displays confirm these in writing.
1.4.All offers of Windo Displays are free of obligation. An agreement is only established by the confirmation of Windo Displays in writing.
1.5.A change in or annulment of an agreement, which has been concluded, is only established by the confirmation of Windo Displays in writing.
1.6.Windo Displays is entitled to send all information intended for the clients to their latest addresses known with Windo Displays. The client is not entitled to invoke the fact that he has not received any information from Windo Displays.
1.7.These conditions do not restrict the rights Windo Displays is entitled to on the basis of legal provisions in any sense.
1.8.If any clause of these conditions and/or the conditions which have been declared applicable might turn out to be in conflict with any provision of imperative law, or appeal to any clause is not allowed according to the court’s discretion, or only applicable in a weakened sense, or provide the client with more rights than any provision of delivery or similar conditions of the suppliers of Windo Displays in so far as these apply to the agreement between Windo Displays and the client, this will not affect the validity of the other clauses.
1.9.If somebody acts as the client on behalf of one or more than one other persons, he is liable to Windo Displays as if he were the client himself, without prejudice to the liability of the other persons in question.

PRICES

2.1.Prices indicated without explanation are based on delivery ex works Utrecht, The Netherlands (Incoterm 2000). All prices are exclusive of BTW (Dutch VAT). Prices of Windo Displays are ex works Utrecht, The Netherlands (Incoterm 2000) and based on the assumption that should Windo Displays be responsible for arranging transport the forwarder may reach the address in question by roads, which are in a good state.
2.2.If prices of raw materials, factory prices, packaging prices, freight charges, wages and/or social security charges and taxes increasing the cost price are increased, exchange rates are changed, or new levies, taxes and excise duties are imposed or increased after concluding the agreement and before delivery, Windo Displays will always be entitled to change the agreed upon price accordingly.

DELIVERY OF GOODS

3.1.Delivery at the delivery address takes place at a time to be decided on by Windo Displays. Windo Displays is not obliged to deliver from their own stock, unless the contrary has been explicitly agreed on.
3.2.In the case of delivery with the client, Windo Displays is not obliged to transport the goods 
any further than the place which can be reached in reason by the normal means of transport used by Windo Displays without being in conflict with legal provisions. The client is obliged to receive the goods there. In case of refusal or being in default of receiving at the place and time indicated for this, Windo Displays will be allowed to consider themselves to be discharged of their obligation to deliver, without prejudice to their right to compensation, or, at their discretion, they will be entitled towards the client to store the goods at his expense and risk.
3.3.In case of force majeure, the term of delivery, which has been agreed upon in advance, will be extended by the term of the force majeure in question. However, each party is entitled to dissolve the agreement if the force majeure has lasted for a period longer than six weeks. In case the client annuls the order unilaterally, the client is not entitled to compensation.
3.4.Windo Displays is entitled to have the delivery take place in parts.
3.5.Before delivery or before continuing the delivery, Windo Displays is entitled to demand that the purchase amount is paid in advance or that security is provided to their satisfaction for fulfilment of the obligations by the client.

PAYMENT

4.1.Unless otherwise has been agreed upon, payment is to take place in accordance with the invoice issued by Windo Displays, at the time of delivery, or implementation of the order issued by Windo Displays.
4.2.In case of payment not in cash, a term of payment of 14 days net after invoice date applies, unless otherwise has been agreed upon in writing or is stated in the invoice. A delay interest of 15% is charged for every month, or part of a month, which is to be considered as a whole month, during which payment is suspended after this. The eligibility does not expire as a consequence of this.
4.3.In case FWI has on their claim for collection to third parties because of overdue payment, the client will hence be bound to integral compensation of legal and non-legal costs, including the costs for retaining and securing our rights. The non-legal collection costs will always amount to 15% of the invoice amount and the delay interest, with a minimum of EUR 75,00 plus turnover tax.
4.4.Payments, which have been received, are always allocated as follows: costs, interests, purchase price for stock no longer with the client, and purchase price for stock which is with the client.
4.5.All payments are to take place without compensation or discount, alleged breach of contract does not discharge the client from his obligations to pay.
4.6.Any breach of contract by the client does discharge Windo Displays always from their obligations arising from this agreement, while, in this case, Windo Displays is authorised to declare the agreement dissolved with respect to the part which has not been implemented. In this case the client owes Windo Displays compensation, which, amounts to at least 30% of the contract value for the part yet to be performed by Windo Displays.

RETENTION OF TITLE

5.1.In spite of delivery, the ownership of the goods only passes on to the client after he has fully paid everything he is due or will be due with respect to goods delivered or to be delivered pursuant to any agreement, including, among others, the invoice amount, surcharges, interest, taxes, costs and activities, if any, performed with respect to these goods. Any amounts received from the client will first go to paying claims, which Windo Displays might have and with respect to goods for which Windo Displays has not retained the title in accordance with paragraph 1. Any subsequent amount received by Windo Displays will first go to paying all surcharges, interests, taxes and costs. Finally, the amounts which have been paid will go to paying any claims with respect to goods for which Windo Displays has retained the title in accordance with article 5, paragraph 1.
5.2.Windo Displays is entitled to take back their property, if the client fails to fulfil his obligations. The client is to co-operate in this. After deduction of the costs attached to this, the client is credited in the books of Windo Displays for the current market value of the goods, which are taken back.

COPYRIGHT AND CONFIDENTIALITY

6.1.The advices given to the client by Windo Displays are to be applied and used by the client only. Windo Displays’s prior consent is required for publication or making available outside the client’s quarters.
6.2.The copyright as well as all other intellectual or industrial property rights to what has been delivered are vested in Windo Displays. The client obtains the rights of use only, unless otherwise has been agreed upon.
6.3.Both parties are obliged to observe strict confidentiality with respect to information received from and about the other party.

COMPLAINTS

7.1.A term of 8 days after date applies to the invoices of Windo Displays; filing against the invoices of Windo Displays is to take place in writing.
7.2.Complaints with respect to the quality of the goods delivered by Windo Displays or with respect to defects in the packaging, not as a result of breakage, are always to be reported within 8 days after receipt of the goods. Windo Displays no longer accept complaints filed after more than 30 days after receipt of the goods.
7.3.A term of complaint of two days after delivery applies to breakage which was already present or could have been established at the time of delivery.
7.4.Every right expires in case of exceeding the above-mentioned terms or not filing complaints properly.
7.5.A right of complaint implies at most the claim to replacement of what has been delivered or to credit the client for the short value of what has been delivered.
7.6.Deviations between the goods delivered and the illustrations, drawings, dimensions and weights which were mentioned at the time when the offer was issued or the order was confirmed or were part of the offer or the order confirmation do not waive the client’s obligation.

LIABILITY

8.1.Windo Displays is under no circumstance liable for damage as a result of delays in delivery or not delivering.
8.2.Windo Displays is not liable for the accuracy of the advices or instructions given by or on behalf of them. Windo Displays does not guarantee certain results in case of using goods, which have been delivered.
8.3.Windo Displays is not liable for damage caused by activities and/or negligence of their personnel, or of any third parties employed by them, or for goods which are used by the third parties in question, unless in case of gross negligence or intention in the scope of implementing the task by their personnel or by third parties within the framework of their specialisation. 8.4.When delivering the goods of Windo Displays, Windo Displays is under no circumstance bound to more or other compensation than to deliver again or to credit the client for the short value of what has been delivered.
8.5.The liability of Windo Displays will never exceed the damage to the goods delivered by them, so that losses or loss of profits and other direct damages will not be included in this.
8.6.The client is obliged to indemnify Windo Displays against and compensate Windo Displays for all claims of third parties with respect to damages suffered by storage or use of the goods delivered by them - even if these are their property - or as a consequence of acts of theri personnel, or of any third party employed by them. The obligation to compensation also includes integral payment of costs of legal assistance to be incurred by Windo Displays with respect to this.

GUARANTEE

9.1.Windo Displays is not bound to any guarantee at all, unless this has been explicitly agreed upon in writing.
9.2.If any defect arises to what has been delivered, the client is bound to inform Windo Displays of this within two 24-hour periods after receipt of the goods at the latest (not including Sundays and public holidays), and, if, Windo Displays wishes, to send them the defective goods carriage paid, all of this on pain of expiry of the guarantee.
9.3.The guarantee obligation of Windo Displays implies replacing the defective goods only, this at our discretion only and our liability without exceeding that which has been laid down in these conditions.

FORCE MAJEURE

10.1. In case of fulfilling the obligations of Windo Displays the following cases will apply as force majeure: war, threat of war, civil war, riots, industrial actions - also in our companies - transporting problems, fires, delays in the supply of raw and auxiliary materials, breakdowns in our company and in our suppliers’ companies, and, in addition, any circumstances as a result of which (timely) implementation of the agreement may not be required from Windo Displays in reason, also in case these particular circumstances could be foreseen at the time of concluding the agreement. In case of force majeure, Windo Displays can either suspend the implementation of the agreement, or dissolve the entire agreement or a part of it, at their discretion, without being bound to any compensation.

DISPUTES

11.1. Any disputes which might arise among the parties as a result of these conditions will only be settled by the Court which is competent in Utrecht, the Netherlands. However, if desired, Windo Displays is entitled to serve a writ of summons for the Court, which is competent in the client’s domicile.
11.2. All quotations, offers, agreements as a result of these and the general conditions of Windo Displays are governed by Dutch law.

The version of the general conditions in the Dutch language is determinative for the explanation of general conditions of Windo Displays.

CUSTOMER SERVICE

Europe: customerserviceeu@windodisplays.com / +31(0)30 2416 883 - Working Days 8:30am - 5pm CET. 
North America: customerserviceus@windodisplays.com