B2B - Terms And Conditions For Retail Stores

General terms and conditions of delivery and payment Lennertson B.V.

General terms and conditions of the limited liability company Lennertson B.V., established in 3600 Genk at Plataanstraat 2, registered with the Crossroads Bank for Enterprises with company number BE 0758.936.908 .

Article 1 - General

1.1 These General Terms and Conditions apply to the formation, content and performance - all in the broadest sense of the word - of any contract to be entered into and/or concluded between Lennertson and the Customer, of whatever nature and/or extent.  The terms and conditions are easily accessible to anyone on Lennertson's internet site, www.lennertson.com under the 'B2B' section.

1.2 Deviations from these terms and conditions shall not apply unless expressly agreed in writing between Lennertson and the client.

1.3 If one or more of the provisions of the general terms and conditions are ultimately void or voidable or otherwise not (or not found to be) applicable, the remaining provisions of the general terms and conditions shall apply in full.

1.4 The applicability of any of the customer's general terms and conditions is expressly rejected.

Article 2 - Offers

2.1 All offers made by Lennertson, in any form, are without obligation unless expressly agreed otherwise in writing.

2.2 The customer acknowledges that Lennertson offers handmade products, the handmade character being an inherent feature. All pictures, drawings and data concerning weights, dimensions, colors, etc. are always approximate. Any nuances or deviations from reality cannot be grounds for compensation and/or dissolution. 

The customer acknowledges that Lennertson is subject to shifts in the manufacturing industry, where the exact supplier or type of component may change. Lennertson commits to reasonable consistency in the patterns of designs and material types offered, with the example being "leather lining = leather lining, not substitute material. Customer acknowledges that leather is a natural material where nuances and variations are part of the uniqueness of the finished product. 

2.3 Price lists provided by Lennertson are valid for the season in which they are offered (e.g., Herft/Winter 2024).

Article 3 - Order

3.1 The client is fully responsible to Lennertson for the accuracy of the data stated in the order. An order placed binds the customer.

3.2 When placing an order with Lennertson, the customer must identify himself by company details such as company name, VAT number, registered office address and contact details. However, Lennertson cannot guarantee the security of the Internet and the possibility of interception or disruption of data transmitted by the customer and cannot be held liable for this in any way by the customer. Lennertson is entitled to have complete confidence that the data relating to the order, in terms of content and form, which it receives from the customer is the correct data.

3.3 Lennertson is entitled to rely fully on the content and form of orders, which are placed by the customer. The customer acknowledges that Lennertson initiates and pre-finances the production of the ordered products on the basis of the order form. Consequently, Lennertson shall be entitled to invoice the customer and require payment from the customer upon completion of the order. If, in the event of force majeure, Lennertson is unable to deliver the order to the customer in whole or in part, Lennertson will not invoice the customer or will invoice the customer in whole or in part, respectively, but cannot give rise to compensation.

Article 4 - Conclusion of agreements

4. The customer receives from Lennertson the order confirmation (via email). The confirmation is deemed to accurately and completely represent the agreement, unless the customer objects in writing within 24 hours.

4.2 Additions and changes to an agreement, bind Lennertson only insofar as they are confirmed by Lennertson in writing or by email.

4.3 Lennertson reserves the right, without giving reasons, not to accept orders or assignments or to accept them only under modified conditions agreed in advance.

Article 5 - Prices

5.1 All prices and rates quoted by Lennertson are in Euro currency and exclusive of VAT and other government levies, and exclusive of shipping and any transport and packaging costs, unless expressly stated otherwise.

5.2 All prices on Lennertson's B2B order page (digital order form) are subject to printing and typesetting errors. No liability is accepted for the consequences of printing and typesetting errors.

5.3 Price lists provided by Lennertson are valid for the season in which they are offered (e.g. Autumn/Winter 2024). 

If after the customer has placed their order, Lennertson experiences a significant price change in raw materials or production costs due to shifts in the manufacturing industry, Lennertson will take the initiative to propose a solution that works conducive to all parties, such as, but not limited to: changing the joint recommended price that keeps margins commensurate with the original order.

5.4 If the Customer informs Lennertson within five days of being notified of a possible price change that it does not agree to it, Lennertson shall be entitled to rescind the Agreement without being liable for any compensation. The rescission shall relate only to those items for which any price change has been announced. In the absence of a timely response, the customer is deemed to agree to the price increase.

Article 6 - Payment

6.1 Unless otherwise agreed in writing, payment shall be made in the manner described in these terms and conditions.

6.2 Payment shall be made without setoff, discount or suspension on any account whatsoever.

6.3 Lennertson will invoice the client upon delivery of the order. The standard payment term on the invoice will retain 30 calendar days.

6.4 If the customer fails to pay the amounts due within the agreed period, the customer shall be in default by operation of law and Lennertson shall be entitled, without prejudice to its other rights, to charge the customer the then current statutory interest/an interest rate of 1% per month on the entire gross amount due without further demand or notice of default. This interest will be calculated from the due date of the relevant invoice up to and including the day of payment in full. In addition, all extrajudicial and judicial collection costs to be incurred shall be borne by the customer. The amount of the extrajudicial collection costs payable to Lennertson is set at 15% of the principal sum, with a minimum of €225.

 6.5 The customer is deemed to be in default by operation of law and Lennertson's claim is immediately due and payable if:

- a petition for bankruptcy is filed by/of the customer;

- a request for a moratorium has been filed by/to the customer;

- the customer offers its creditors an out-of-court settlement;

- the customer shuts down or liquidates its business;

- all/part of the client's assets are seized.

 

6.6 In the cases referred to in 6.5, Lennertson shall be entitled, without any obligation to pay compensation and without prejudice to its rights, such as rights in respect of costs or interest already accrued and the right to compensation, and without notice of default or judicial intervention being required:

- to suspend the agreement in whole or in part or to dissolve it;

- invoke the retention of title established pursuant to Article 7.

6.7 At Lennertson's first demand, the customer is obliged to provide security or a bank guarantee for all that the customer may owe Lennertson under this agreement or otherwise.

6.8 Lennertson shall be entitled to set off all due and payable claims of the customer against Lennertson against all pecuniary claims of Lennertson against the customer.

6.9 Lennertson is entitled to suspend the performance of its obligation to deliver an item until the customer has fulfilled all its obligations to Lennertson, however arising.

Article 7 - Retention of Title

7.1 As security for the proper and complete performance of the customer's obligations to Lennertson, Lennertson retains title to the delivered goods until the customer has fulfilled in full all his payment obligations under each separate agreement with Lennertson.

7.2 As long as ownership of the goods sold and delivered to the customer has not passed to the customer, the customer is not permitted to transfer ownership of the goods delivered by Lennertson to third parties or to encumber or alienate them under any title whatsoever until the entire purchase price and any associated costs/interest have been paid in full.

7.3 As long as ownership of the delivered goods has not passed to the customer, the customer is obliged to keep the delivered goods for himself as a good custodian and as the recognizable property of Lennertson. Any marks or signs applied to the goods delivered must remain visible to everyone.

7.4 As long as ownership of the delivered goods has not passed to the client, the client shall be obliged to store the delivered goods, if this is determined solely by type and weight, separately and clearly identifiable and under the usual conditions.

7.5 As long as ownership of the delivered goods has not been transferred to the customer, the customer is permitted to process or treat them in the normal course of business or to sell and transfer them to third parties provided that, in the event of resale, the customer retains title to the delivered goods vis-à-vis his customer, or immediately pays the purchase price he owes Lennertson, or upon Lennertson's first request grants Lennertson a lien on the claim against his customer.

7.6 If the customer fails to meet any obligation arising from the legal relationship with Lennertson, in particular the obligation to pay, or fails to do so in full, Lennertson shall be entitled, after notice of default, to take back the goods delivered, in which case the contract shall be terminated without judicial intervention, without prejudice to Lennertson's right to claim costs and interest. The customer hereby grants Lennertson the irrevocable right to enter its business premises or to have a third party designated by Lennertson enter its premises if Lennertson wishes to take back the goods delivered or if it wishes to check the actual presence of the delivered goods in those premises.

7.7 The client is further obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection at Lennertson's request.

7.8 If third parties seize goods delivered under retention of title or wish to create or enforce rights to them, the Customer is obliged to inform Lennertson of this as soon as can reasonably be expected.

Article 8 - Deadline and delivery

8.1 All (delivery) dates stated by Lennertson are indicative and are determined on the basis of the data and circumstances known to Lennertson when the agreement was concluded. No stated delivery date shall be regarded as a deadline.

Lennertson and the customer acknowledge that offers are seasonal in nature and strive for reasonable delivery times. Whereby the following parameters are considered common sense and targets:

- Fall/Winter collection: order approximately February/March; delivery approximately August/September

- Spring/Summer collection: order circa August/September; delivery circa February/March

8.2 Limited exceedance of the (delivery) dates stated by Lennertson, due to force majeure or whatever cause, shall never entitle the customer to compensation or non-fulfillment of any obligation under the relevant agreement or a related agreement. If the delivery date is significantly exceeded, Lennertson shall take the initiative to reach a mutually constructive solution. 

8.3 If it has been agreed that the services and/or deliveries will take place in stages, Lennertson may postpone the services and/or deliveries of the following stages until the Customer has fulfilled all its (financial) obligations in respect of the partial delivery. In the case of partial deliveries, Lennertson is entitled to invoice them separately.

8.4 If the goods are available to the customer after the delivery time has expired, but are not taken by the customer, they will be stored at his disposal and at his expense and risk for a maximum period of 4 weeks.

8.5 Unless otherwise agreed in writing, delivery shall be ex warehouse (ex work). From the moment of delivery, all risks of loss, decay, damage, etc., regardless of the cause, shall pass to the customer.

8.6 If in the event of force majeure Lennertson is unable or only partly able to deliver the order to the customer, Lennertson shall not invoice the customer or only partially invoice the customer respectively, but cannot give rise to compensation.

 

Article 9 - Transportation

9.1 Lennertson shall determine the method of transport, shipping, packaging and the like. Shipping/transportation of goods shall always be at the expense and risk of the customer, unless otherwise agreed.

Article 10 - Complaints

10.1 The customer is obliged to inspect the delivered goods immediately after delivery. Any complaints regarding the goods delivered will only be accepted by Lennertson if they are made known to Lennertson in writing within 7 calendar days of delivery, accurately stating the nature and reason for any defects and referring to the invoice number or, in the absence of this, the order number. After the expiry of this period, the customer shall be deemed to have approved the delivery and to have retained it without protest.

10.2 Slight deviations in quality of the delivered goods, which are technically unavoidable or generally accepted in trade, cannot constitute grounds for complaints or for dissolution of the agreement.

10.3 If objective faults are established, only items that are unworked, unworn and/or untested can be returned.

10.4 Notwithstanding a timely complaint, the customer shall be obliged to take delivery of and pay for the goods.

10.5 If a complaint is made on proper grounds, Lennertson is only obliged to replace the item in question. The customer is not entitled to (replacement) compensation.

Article 11 - Liability

11.1 Lennertson's liability for all direct costs and/or losses in any way connected with or caused by an error or failure in the performance of the agreement is at all times limited to the net invoice amount for the order or batch of goods supplied.

11.2 Lennertson shall never be liable for indirect costs and/or indirect losses that are in any way connected with or caused by an error or failure in the performance of the agreement. Indirect damages include consequential damages, lost profits, lost savings and losses due to business interruption.

11.3 Lennertson shall never be liable for damage caused by installation, repair and/or maintenance work.

11.4 Lennertson shall under no circumstances be liable for damage of any kind arising from or caused by improper, careless or incompetent use, or use for purposes other than normal use of goods supplied by Lennertson.

11.5 The customer shall indemnify Lennertson and its employees against all claims by third parties for compensation for damage or otherwise directly or indirectly related to the performance of the agreement between Lennertson and the customer.

11.6. Any claims of the customer must be submitted to Lennertson within eight working days after the execution of the agreement, failing which all claims on that account shall lapse.

Article 12 - Force majeure

12.1 If and insofar as Lennertson cannot perform its obligations under the agreement or cannot perform them in full, on time or at the agreed location for any reason for which it cannot be held responsible, Lennertson shall be entitled to terminate the agreement concerned without judicial intervention and without being liable for compensation, or to suspend its obligations under the agreement concerned for such period as it considers reasonable.

12. 2 Causes beyond Lennertson's control include, but are not limited to: fire, water damage, special weather conditions, disasters, war and threat of war, contagious diseases, fungal infections, government measures, riots, acts of war, strikes, lockouts, work-to-rule, defects in machinery or installations, interruption, stagnation in the supply of or rationing of raw materials, auxiliary materials and fuels, the collapse of the market by 25% or more, non-fulfillment of an obligation by a third party from whom Lennertson obtains the goods or services.

12.3 If any of the above circumstances occur, Lennertson shall notify the customer as soon as possible.

Article 13 - Exclusivity

13.1 The order and agreement do not retain any form of exclusivity over the sale of the products offered or the representation of the Lennertson brand regarding a particular region, specific product models, etc, unless otherwise agreed upon.

Article 14 - Intellectual property rights

14.1 The Lennertson trademark and all trademarks, whether figurative or not, and all other marks, illustrations, images, and logos appearing on its products, accessories or packaging, whether registered or unregistered, are and shall remain the exclusive property of Lennertson and its affiliated companies. It is strictly prohibited to reproduce any referenced trademarks, graphics, images, and logos, whether in whole, in part or modified, without Lennertson's prior express written permission by any means whatsoever. Violation of this prohibition may be subject to prosecution.

Article 15 - Final provisions

15.1 These General Conditions are governed by the laws of Belgium to the exclusion of the UN Convention on the International Sale of Products.

15.2 The failure of either party to enforce any provision of these Terms and Conditions shall not constitute a waiver of such provision or in any way affect that party's right to enforce such provision subsequently.

15.3 Any dispute or claim shall be submitted to the jurisdiction of the district of Limburg.

Article 16 - Information about the company

Lennertson BV

BTW: BE0758.936.908

Plataanstraat 2

3600 Genk

België