Terms and conditions of sale and delivery – Business (B2B)

Diga Colmore Venlo BV, hereinafter: Diga Colmore, is established at Floralaan 25, 5928 RD Venlo, the Netherlands and registered in the trade registry of the Chamber of Commerce Limburg under nr. 12068454.
Phone : +31 77 324 1930
Fax : +31 77 324 1949
E-mail : [email protected], [email protected]
VAT number: 8188559573B01
IBAN: NL54ABNA0457785462
BIC: ABNANL2A
If you are doing business with Diga Colmore Venlo BV, also including via our webshop https://colmorecollections.com, and/or https://colmore.nl/ the following terms and conditions of sale and delivery apply:

1. Contractual basis
These terms and conditions of sale and delivery apply to online and offline orders and purchases from Diga Colmore Venlo BV. These terms together with the purchase agreement and Diga Colmore’s offer, order confirmation and invoice constitute the full agreement.
If there is a conflict between Diga Colmore’s order confirmation and/or these terms and conditions the order confirmation or purchase agreement shall prevail.
The buyer’s terms and conditions of purchase shall not apply unless they are accepted in writing by Diga Colmore. In case of conflict between the buyer’s terms and conditions and Diga Colmore’s terms and conditions the latter shall prevail.

2. Conclusion of purchase agreement
An order is not binding for Diga Colmore before the buyer has received a written or electronic order conformation from Diga Colmore. All offers made will remain valid for a period that is to be indicated by Diga Colmore. An offer is only binding if it has been confirmed in written form. Sending offers and/or leaflets, price lists etcetera, do not oblige Diga Colmore to delivery or acceptance of an order. Diga Colmore's information on price, delivery, characteristics, capacity and technical data is purely indicative and does not constitute a warranty or guarantee. Diga Colmore is not liable if the delivered products do not meet the buyer’s needs or purpose of use.
3. Arrangement
Diga Colmore holds the right to demand assurance that payments and other obligations will be fulfilled by the buyer, before (further) offering its services and/or deliveries.
For offline orders, a down payment of 50% of the purchase price should be made. The remaining sum should be paid before delivery. For online orders full payment is required. There will be no delivery without a full payment.
Diga Colmore holds the authority - if it deems this necessary or desirable – to engage third parties for a correct execution of the agreement, for which the costs will be on the account of the buyer in accordance with the price quotation supplied.
Adjustments to the original order, of whatever nature, which are made by the buyer in written or oral form, that result in higher costs than is calculated in the original price quota­tion, will be charged extra to the buyer. As a result of adjustments, the agreed price may be higher, or the delivery time of Diga Colmore may be exceeded. Implementing an adjustment by the buyer implies an explicit acceptance of a possible rise in price or exceeding the delivery time as well.
4. Prices
All prices exclude VAT and are ex works Venlo (transportation and delivery costs not included), unless otherwise has been explicitly agreed upon in written form. The prices are correct and binding under reservation of any typing and printing errors. No liability is accepted for the consequences of printing and typesetting errors or for publication of erroneous prices and models.
Prices are subject to change. If, after the realization of the agreement, one or more cost price factors are increased, Diga Colmore consequently reserves the right to adapt the prices of the goods to be delivered, even if this has taken place because of predictable circumstances at the time of the conclusion of the agreement.

5. Terms of delivery
Delivery is according to the ICC’s INCOTERMS 2020 Ex Works clause, after which, when the goods are ready for delivery, the risk passes to the buyer and all costs associated with the transport are borne by the buyer. All due transport costs, import and export duties, monitoring and clearance charges, taxes and other charges, are on the account of the buyer. Goods are dispatched on the account and risk of the buyer, even when these are delivered on behalf of Diga Colmore.
If transport is agreed upon, then the manner of transport, shipment, packaging, etc., if no further instructions have been given concerning this by the buyer, will be decided by Diga Colmore following good business practices, without being responsible for this. Any specific desires of the buyer concerning the transport and shipment are only carried out if the buyer has agreed to be willing to be responsible for the extra costs of this, and willing to accept the possible risks.
The delivery time is always an estimation, unless otherwise has been explicitly agreed upon in written form. The buyer holds no right to any compensation in the instance of exceeding the indicated time of delivery. The buyer may not cancel the order or refuse the receipt and/or payment of the goods due to exceeding the delivery time.

6. Terms of payment
All invoices will be paid in full, free from any deduction, discount or settlement.
Every payment of the buyer is solely for fulfilment of the interest owed, as well as the collection and/or administrative costs, and will then be deducted from the earliest outstanding amount.
If the buyer fails to pay within the agreed terms, he shall be deemed to be in default by operation of law and Diga Colmore, without needing to give any notice of default, shall be entitled to charge the buyer with interests as from the due date at the rate of 1% per month as well the extrajudicial costs which will be set at 15% of the sum due, with a minimum of € 250,-. All costs of collection, both legal and extrajudicial, shall be payable by buyer. In the event of bankruptcy, suspension, insolvency of the buyer or liquidation of his company, Diga Colmore shall be entitled to demand immediate payment of all the amounts due by the buyer.

Payment of an online order is by means of: iDEAL or Paypal or credit card. The order may be subject to further (payment / order) conditions. In case of payment by bank or third party, the date of payment is the date of crediting the bank account of Diga Colmore. If payment by credit card is selected, the terms and conditions of the respective card issuer apply to this payment. Diga Colmore is not a party in the relationship between the buyer and the card issuer. Diga Colmore reserves the right not to offer one or more of the above-mentioned payment options, for a definite or indefinite period of time.

7. Retention of title
Subject to the restrictions imposed by mandatory law, the goods shall remain the property of Diga Colmore until the entire purchase price plus the accrued costs has been paid to Diga Colmore.
This retention of title clause is still in force, if the goods will be used in the buyer’s products or mixed with the buyer’s goods of other suppliers. In that event the retention of title shall comprise the transformed or processed product to an extent equal to the value represented by the sale from Diga Colmore.
The buyer is obligated to keep the goods insured against theft, burglary, fire etc. as long as the goods are covered by this retention of title clause.
In the instance of failure to pay a due payment, suspension of payment, request for suspension of payment, bankruptcy, being put under legal restraint, the event of death or liquidation of the buyer, Diga Colmore will hold the right to cancel the order, or the part of the order that still needs to be delivered, without any notice of default, and to retrieve the goods already delivered, that may or may not be fully paid for, as its property, without prejudice to their rights to demand compensation for any loss or damage. In these instances, every claim made by Diga Colmore towards the buyer is directly and immediately claimable. The costs of retrieving or reclaiming the goods are on the account of the buyer.

8. Notice of lack of conformity
Standard commercial quality material will be used, unless special demands have been made and these have been explicitly accepted by Diga Colmore in written form.
The buyer should check the goods (or let them be checked) upon collection/delivery of them. The buyer should check if the delivered goods are in accordance with the agree­ment, meaning:
- the correct products have been delivered
- the number of the delivered products is equal to that in the agreement
- the delivered goods answer to the agreed quality demands or - if these are lacking - the demands that can be made for normal use and/or purposes
Complaints due to the observable facts upon receipt should be indicated on the receipt/shipment document, under the penalty of losing the right to file complaints.
Complaints about shortcomings that are not immediately observable should be communi­cated by the buyer to Diga Colmore in written form, within five working days after receipt.
The right of complaint of the buyer expires if the buyer fails to allow Diga Colmore to check the products concerned in their original state. If the complaint is valid, Diga Colmore will choose to either repair the defects found, or to replace the products delivered free of charge if the original products delivered are returned.
Diga Colmore only provides a warranty on construction defects and/or technical failures. Shrinking/ripping or similar damage to wooden products is not covered by the war­ranty, since it is nature for wood to warp. For all other products the principle "sold as seen" is applicable, unless otherwise has been agreed upon.
No complaints can be filed about products that are for sale. Slight deviations in quality, color, size, weight, finish, design, etc. permissible in the trade and/or technically unavoidable shall constitute no reason for complaint. Glass and earthenware breakages are excluded from the warranty, as are wear and tear and defects caused other than by domestic and/or by improper use.
Every right of complaint expires when the goods have been completely or partially taken into use. Concerning the application of this clause, each partial delivery shall be considered as an individual delivery. Buyer is not entitled to return the goods about which he complaints, without written authorization of Diga Colmore. Return of goods and packaging can only take place by prior written agreement, and only with an applied return order number, and will be at the buyer’s expense. In the event of established damage to the packaging, buyer must report this to Diga Colmore within 24 hours after reception of those goods.
Diga Colmore is not liable in the event of defects, damages or wears occurs due to improper use, breach of instructions and guidelines, improper assembly by the buyer, changes made to the goods by the buyer or repairs that the buyer has done incorrectly, lack of maintenance and common wear and tear. Diga Colmore is not liable for other direct or indirect costs due to defects in one of Diga Colmore’s products.

9. Limitation of liability
Diga Colmore is liable under the general rules of Dutch law. However, Diga Colmore cannot be held liable for the buyer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss. Diga Colmore’s liability is any event limited to the value of the goods supplied.

10. Force majeure
Diga Colmore cannot be held liable if the failure to fulfil its obligations is due to a reason beyond Diga Colmore’s control, such as strikes, lock-outs, epidemics, export or import bans, embargos, delayed or inadequate delivery of materials from subcontractors, unexpected stop of production, lack of energy resources or transport, hacker attacks, unforeseen downtime on systems, seizures and other similar circumstances.
In case of force majeure, Diga Colmore is entitled to extend the delivery time accordingly or to cancel the agreement. Save as if the agreement is canceled, the parties is obligated to fulfil the agreement upon the cease of the force majeure event. Both parties are entitled to cancel the agreement if the force majeure event occurs for more than 3 months.

11. Product liability
Subject to the restrictions imposed by mandatory law, Diga Colmore is only liable for damage caused by products to persons or property if it is proved that the damage is due to defects or negligence on a product supplied by Diga Colmore and it is proved that 1) the product is defect, 2) the damage is due to the defect, and 3) there is causal link between the defect and the damage.

12. Intellectual property
Diga Colmore has the exclusive right to all copyrights, design rights, trademark rights and other intellectual property rights (registered as well as non-registered) that are used, created or contained in or arising as a result of or in connection with the delivery of Diga Colmore’s goods and/or its website.

13. Online purchase
By using https://colmorecollections.com and/or https://colmore.nl/ or other Diga Colmore webshops, the buyer accepts that Diga Colmore is using technical, analytical and or functional cookies. A cookie is a small text file that is stored on the buyer’s computer in order to keep track on the buyer’s actions on the webpage and in order to recognize the computer. A cookie is not a program and it is does not contain any viruses.

14. Governing law and jurisdiction
Agreements and sales between the parties are subject to Dutch law.
Any dispute that may arise in connection with the agreements and sales shall be settled by a Dutch court with the Rechtbank Limburg as first instance.