TERMS AND CONDITIONS

TERMS AND CONDITIONS DECOSTAR B.V.

Article 1. General

1. These terms and conditions apply to all quotations, agreements, deliveries of products, and the provision of services of the limited liability company Decostar B.V., established in Apeldoorn, further referred to as: “Decostar”, to and/or concluded with its contracting party, further referred to as: "the counterparty". Decostar operates an international wholesale in interior decoration products. It supplies these products and associated services, further referred to as “the products”, to professionals in the interior decoration sector.
2. Decostar also operates a web shop for their products.
3. By “the counterparty” is intended in the present conditions: any (legal) person who has concluded an agreement with Decostar regarding the purchase of products or respectively wishes to conclude such agreement, and besides them their representative(s), proxies, successor(s) in title, and heirs.
4. Any possible purchasing and/or other terms and conditions of the counterparty do not apply, unless parties expressly establish otherwise. The provisions in these terms and conditions can only be derogated from by Decostar expressly and in writing, or with the written consent of Decostar. Deviating clauses only apply for the agreement whereby such deviating clauses were stipulated. Otherwise, the following conditions remain fully effective.
5. Modifications and/or additions to an agreement concluded between parties only are valid after those modifications and/or additions have been accepted unambiguously by Decostar and the counterparty in writing.
6. If the court of law has established that one or more provisions from these conditions is/are unreasonably burdensome, the relevant provision will have to be interpreted in light of the remaining provisions of these terms and conditions and in such a manner that the provision can in fairness be invoked by Decostar via-a-vis the counterparty. The circumstance that the court of law has established that one or more provisions from this agreement is/are unreasonably burdensome leaves the effect of the remaining provisions unaffected.
7. These terms and conditions are published on the website van Decostar, specifically www.decostar.nl.
8. Decostar is obliged in case of an agreement via electronic channels (via their web shop) to take appropriate technical and organizational measures to secure the electronic transmission of data (GDPR). Decostar also procures a safe web environment.

 Article 2. Offer and acceptance

1.  All offers made by Decostar with respect to the products, in any form whatsoever, are non-committal and can be revoked, withdrawn, or altered by them, specifically within seven (7) business days after notification by Decostar of the acceptance of their offer, unless expressly stated otherwise.

2.  An offer of Decostar is valid during 15 days after the day of signing by Decostar, unless a different term of validity was indicated upon the offer, or the term of validity before its expiry has been extended in writing by Decostar.

3.  If an offer has been made by Decostar, an agreement between them and the counterparty is adopted through acceptance by the counterparty of the offer of Decostar or through the execution of the relevant agreement for the benefit of the counterparty by Decostar. Exclusively the offer of Decostar or respectively their invoice for the products is deemed to correctly represent the content of the agreement.

4.  If no offer has been made by Decostar, an agreement between parties is only adopted through the written acceptance thereof or through the implementation of the agreement for the benefit of the counterparty by Decostar. Exclusively the written acceptance of the agreement by Decostar or respectively their invoice for the products is deemed to correctly represent the content of the agreement.

5.  Errors featuring in an offer do not bind Decostar.

6.  The forwarding of offers and/or (other) documents by the counterparty does not oblige Decostar to accept an agreement. Non-acceptance is communicated by Decostar as soon as possible, though in any event within 7 business days after said forwarding, to the counterparty in writing.

7.  Offers made by Decostar with respect to their products of the web shop are valid for as long as supplies last. If these offers are no longer available, this is communicated as soon as possible by Decostar on the website www.decostar.nl.

8.  Decostar is obliged in case of an agreement via electronic channels (via their web shop) to take appropriate technical and organizational measures to secure the electronic transmission of data (GDPR). Decostar also procures a safe web environment.

Article 3. (implementation) Agreement

1. Decostar delivers their products to the best of their ability and makes sure that the products meet the customary quality and durability requirements.
2. Delivery of the products is carried out in mutual consultation between Decostar and the counterparty, but the manner in which this is carried out and the manner in which the products are delivered and transported is determined by Decostar, this with due observance of what is established in section 1 of this article, all matters unless such is in conflict with reason and fairness or in the event that it was established differently between parties in writing.
3. The products delivered by Decostar may deviate to a minor degree from the products as displayed in the showroom of Decostar, which is depicted on their website and/or in their brochures. The counterparty cannot derive any rights therefrom and the length, thickness, colour, etc. may therefore (slightly) deviate from what was established between parties.  
4. Decostar has the right, if they deem this desirable or necessary for the proper execution of the agreement, and if necessary following consultations with the counterparty, to engage third parties for the delivery of the products. This will be the case, e.g., upon the transportation of the products.
5. If the products are delivered to the counterparty, Decostar makes sure that the products are transported by qualified transporters.
6. In case of a deficiency regarding the products, Decostar has the right to restore it within a reasonable term, without becoming obliged on such account vis-a-vis the counterparty to compensate damages and/or without the counterparty being entitled to cancel the agreement or to (let) rescind it, all matters with due observance of reason and fairness.
7. If the counterparty wishes that Decostar delivers additional products in the context of the agreement (otherwise than was established), it is obliged to communicate this to Decostar in writing. Decostar has the right at all times to refuse such additional deliveries. They will try to deliver these, however, provided the request is reasonable and Decostar has the possibility, such at their own discretion, to carry out these additional deliveries, and the counterparty has committed itself towards them to compensate the additional costs thereof to them.
8. Decostar has the right in case of special circumstances, such as a lack of the products, of raw material for the products, failures in the delivery of products to Decostar, to deliver the products in batches and at a later time than was established, such to the extent the agreement between parties allows this, and with due regard for reason and fairness.
9. Decostar makes use of the services of a credit insurer. If this credit insurer sets specific requirements with respect to the product(s) to be delivered by Decostar for their counterparties, these will be imposed by Decostar on the counterparty, unless such is in conflict with reason and fairness.
10. All costs that are the consequence of circumstances that Decostar reasonably did not have to take into account upon adoption of the agreement are borne by the counterparty.
11. The counterparty in the context of the implementation of the agreement guarantees the correctness, completeness, and reliability of the data and information provided by it or on its behalf to Decostar regarding the implementation of the agreement.

 Article 4. Delivery and transport

1.    Unless it has expressly been established otherwise, in case of the delivery of products within the Netherlands, the delivery of products at all times is carried out at the address submitted by the counterparty to Decostar. The products count as delivered if they have arrived on the premises/at the address of the counterparty. The products as from such time are for the account and at the risk of the counterparty. The transport of the products in such case is carried out on behalf of Decostar by third parties.

2.    In case of cross-border deliveries of the products, the Incoterms 2020 apply. If the delivery of the products is carried out by truck, Decostar takes care of both the delivery and of the transport (by third parties) of the products to the premises/the address of the counterparty and the delivery takes place DAP (Incoterms), such unless this was established otherwise between parties in writing. If the delivery takes place by ship, the delivery takes place either EXW (ex works) or FCA (free carrier), such unless this was established otherwise between parties in writing.

3.    In the matter of what is established in section 2 of this article, Decostar may continue to consider the address submitted by the counterparty as such, until the counterparty has communicated a new address to them in writing. The counterparty is obliged to receive the products at this address.

4.    Decostar only takes care of the export documents of the products (clearing).

Article 5. Delivery terms

1.   The delivery terms communicated by Decostar to the counterparty were determined to the best of their knowledge based on the information known to them upon the adoption of the agreement and will be observed by Decostar as much as possible, such with due observance of what is established in article 3 section 9. Decostar does not fall into default through the simple overrunning of a term and the counterparty cannot derive the right from the mere overrunning of a term submitted by Decostar to rescind the agreement completely or in part.

2.   In case the counterparty does not timely, incorrectly, or inadequately or inappropriately provides and/or fulfils the information and/or obligations required by Decostar, this may affect the established date, commencement and/or duration of the delivery of the products, which will be at the expense and risk of the counterparty. Additional costs arising as a result must be compensated by the counterparty to Decostar. The counterparty is obliged to inform Decostar of all events and circumstances that may be relevant for the proper implementation of the agreement. This applies as well for events and circumstances that only become known after adoption of the agreement.

Article 6. Price and price increase

1.    Price statements of Decostar as well as the prices agreed with Decostar are exclusive of VAT and are based on the price of cost factors that were effective at the time of adoption of the agreement. Unless established otherwise, all price quotations are made subject to price changes. If the amount of the VAT rates imposed are changed by the authorities, the altered new rates apply.

2.    If during the time period falling between the date of the quotation or offer and that of the implementation of the agreement price increases were to occur with respect to one or more cost factors, for example as a consequence of increases of duties and/or excise, manufacturer's prices, changes to exchange rates, etc., Decostar has the right to pass on the price difference to the purchaser and therefore to correspondingly increase the price of the order.

3.    The counterparty is obliged to provide a VAT number to Decostar, if and to the extent the counterparty has such a number.

4.    If errors are made by Decostar in the calculation of the price and/or the price increase, these can always be corrected by them.

5.    All prices applied by Decostar are listed in Euros, unless established otherwise in writing.

Article 7. Payment

1. The counterparty must pay the invoice(s) sent by Decostar in the context of the agreement within 30 days after invoice date to Decostar on the bank account indicated on the invoice, without any discounts or setoffs, unless it was established otherwise between parties in writing. If the counterparty is a foreign party, the invoice amount must in principle be paid by the counterparty to Decostar in advance, unless parties establish otherwise.
2. If the invoice has not been paid in full by the counterparty after expiry of the payment term, the counterparty falls into default and as from such time owes the statutory commercial interest on the unpaid amount, increased by 2 percentage points. After its default has been properly declared by Decostar and in the absence of payment, the counterparty will in such case also owe the extrajudicial and judicial costs to Decostar, which extrajudicial costs have been set at 15% of the principal sum.
3. Decostar has the right at all times to suspend their compliance with their obligations until the counterparty, upon request and to the satisfaction of Decostar, has lodged security for its compliance with all its obligations from the relevant agreement. If the counterparty does not, does not completely, or does not timely lodge the security requested, it falls culpably short in complying with the agreement concluded with Decostar.
4. Decostar has the right to allocate the payments made by the counterparty first for the settlement of the interest owed and of any possible claims on the counterparty flowing from shortcomings of the counterparty in activities flowing from the implementation of the agreement (undertakings).
5. The records of Decostar, barring proof to the contrary, represent full proof of what is owed by the counterparty to them on any account whatsoever.

Article 8. Cancellation and modification

1. Decostar reserves itself the right to apply minor modifications to the agreement, such as the number of products (as stated in the quotation) without becoming indebted as a result and/or without the counterparty being entitled to (let) rescind the agreement. This will be the case, for example, if the delivery is (temporarily) not possible at all or in part due to a failure in the manufacture of the products, transportation issues and/or specific legal requirements.
2. The counterparty exclusively has the right to rescind the agreement if this was established in writing or if the counterparty derives such right from the applicable regulations. If the counterparty rescinds the agreement, the counterparty is obliged to simultaneously terminate the exercise of the rights granted on account of the agreement and to compensate Decostar for the costs incurred by them in connection with the offer and the adoption and implementation of the agreement.
3. If a modification or addition to the agreement leads to additional deliveries by Decostar, these will always be billed to the counterparty in accordance with the rates effective at such time. If a modification or addition to the agreement leads to fewer deliveries, this may lead to a reduction of the established price, but Decostar reserves itself the right to bill the counterparty for the costs already incurred by them, as well as for the lost profit.
4. The counterparty accepts that, if parties establish that the agreement is expanded or modified, the time of delivery of the products involved may be affected. Decostar will inform the counterparty concerning as soon as possible.
5. If the counterparty asks Decostar for the application of modifications and/or additions to the agreement, Decostar will fulfil these wishes if this lies within their possibilities. Decostar can never be obliged, however, to fulfil these. They may carry out the relevant additional deliveries, however, if possible. A modification must be communicated by the counterparty to Decostar in writing.
6. If the counterparty wishes to cancel an agreement after it has been adopted, 15% of the established price (exclusive of VAT) is billed as a cancellation fee, without prejudice to the right of Decostar to claim the exceeding damage from the counterparty, also including the lost profit.
7. Decostar has the right to cancel the agreement if the products, as stated on the site of their web shop, are no longer or temporarily are no longer in stock.

Article 9. Termination

1. Without prejudice to what is established in the remaining articles of these conditions, the counterparty is considered to be legally in default if it does not, it does not properly, or it does not timely fulfil any obligation that may flow for it from the agreement, as well as in the event of bankruptcy, (filing for) suspension of payments, a request for legal debt restructuring, the liquidation of its enterprise, or if an attachment is levied or has been levied on the whole or a part of the assets of the counterparty, and this attachment is not lifted within a reasonable period. The counterparty is obliged to inform Decostar immediately of the entry into effect of the events referred to in this article.
2. Decostar has the right in such case, without any default notice and without any judicial intervention, to suspend the implementation of the agreement or to rescind it completely or in part, such at the option of Decostar, without being obliged to provide any compensation of damages, though without prejudice to their entitlement to the compensation of the damage that is the result of the attributable shortcoming and the suspension or rescission. In these cases, any claim that Decostar has to the charge of the counterparty becomes instantly and immediately exigible.
3. What is established in the previous section with respect to the right of Decostar to rescind the agreement does not apply if the shortcoming, considering its special nature or minor importance, does not justify such rescission with its consequences.
4. On account of the termination of the agreement and the suspension of undertakings flowing from the relevant agreement on grounds of the events referred to in the previous section, Decostar never owes any compensation of damages to the counterparty, without prejudice to their entitlement to the compensation of the damage that is the result thereof.
5. If the agreement has been rescinded, the performances already received by the counterparty in the context of the implementation of the agreement and the related payment obligations of the counterparty do not fall under any obligation to undo, unless Decostar is in default with respect to those performances. Monetary sums invoiced by Decostar in connection with the performances conducted before or upon the rescission of the agreement are payable by the counterparty after the rescission with immediate effect.  

Article 10. Retention of title

1.  All products delivered by Decostar remain their property until the amounts owed for the products, also including the activities conducted or to be conducted pursuant to the relevant agreement for the benefit of the counterparty and/or on account of claims due to the falling short of the counterparty in the implementing or respectively the fulfilment of an agreement by the counterparty have been settled in full.

2.  For as long as the counterparty has not acquired the property of the products, it is prohibited to the counterparty, otherwise than upon the regular exercise of its business, to dispose of, pawn, or otherwise encumber these products. In case the counterparty proceeds with the sale and/or delivery of the relevant products in the context of its regular business activities, Decostar has the right, for as long as the counterparty has not fully fulfilled its payment obligations, on any account whatsoever, vis-a-vis Decostar to demand that the claims flowing from these sales to counterparty vis-a-vis its purchasers will be transferred to Decostar.

3.  If the counterparty does not fulfil its payment obligations, Decostar has the right to reclaim the products delivered by them as their property from the counterparty, without prejudice to their right to the compensation of the damage incurred by them.

Article 11. Retention of title in Germany

(Eigentumsvorbehalten in Deutschland)

1. In derogation to what is established in article 10 of these terms and conditions, with respect to products delivered by Decostar to counterparties established in Germany, the following applies. (In Abweichung vom im vorgehenden Article festgelegte, gilt bezüglich der vom Decostar an in Deutschland etablierte Abnehmer gelieferten Sachen folgendes:)
2. Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, die Decostar aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer und seine Konzerngesellschaften zustehen.
3. Das Eigentum des Lieferanten streckt sich auch auf die durch Verarbeitung der Vorbehaltware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für Decostar her und verwahrt sie für ihn. Hieraus erwachsen ihm keine Ansprüche gegen Decostar.
4. Bei einer Verarbeitung der Vorbehaltsware des Decostar mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwerbt Decostar zusammen mit diesen anderen Lieferanten – unter Ausschluss eine Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache zu deren vollem Wert (einschließlich Wertschöpfung) wie folgt:

a. Das Miteigentumsanteil des Decostar entspricht dem Verhältnis des Rechnungswertes der Vorbehaltsware des Decostar zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren.

b. Verbleibt ein von Miteigentumsvorbehalten zunähst nicht erfasster Restanteil, weil andere Lieferanten den Eigentumsvorbehalt nicht auf die Wertschöpfung durch den Abnehmer erstreckt haben, so erholt sich der Miteigentumsanteil des Decostar um diesen Restanteil. Haben jedoch andere Lieferanten ihren Eigentumsvorbehalt ebenfalls auf diesen Restanteil ausgedehnt, so steht Decostar an ihm nur ein Anteil zu, der sich aus dem Verhältnis des Rechnungswertes der Vorbehaltsware des Lieferanten zu den Rechnungswerken der mitverarbeiteten Wahren dieser anderen Lieferanten bestimmt.

Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus die gegenwärtigen und künftigen Warenlieferungen des Decostar met sämtlichen Nebenrechten im Umfang unseres Eigentumsanteils zur Sicherung am Decostar ab. Bei Verarbeitung im Rahmen eines Werkvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages der Rechnung des Decostar für die mitverarbeitete Vorbehaltsware schon jetzt am Lieferanten abgetreten.

c. Solange der Abnehmer seine Verpflichtungen aus der Geschäftsverbindung mit Decostar ordnungsgemäß nachkommt, darf er über die in Eigentum des Decostar stehende Ware im ordentlichen Geschäftsgang verfügen und die an abgetretene Forderungen des Decostar selbst einziehen. Bei Zahlungsverzug oder begründeten Zweifel an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers ist Decostar berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen; jedoch liegt ein Rücktritt vom Vertrag nur dann vor, wenn Decostar dies ausdrücklich schriftlich erklärt.

Übersteigt der Wert der eingeräumten Sicherheiten die Forderungen des Decostar um mehr als 10%, so wird Decostar auf Verlangen des Abnehmers insoweit Sicherheiten nach seiner Wahl freigeben.

5.    Hinsichtlich der Vereinbarung von Eigentumsvorbehaltsrechten gilt ausschliesslich deutsches Recht.

Article 12. Late acceptance

1.  In case the counterparty remains negligent, on any account whatsoever, with receiving the products and these are ready for shipping,  

Article 13. Complaints

1.    By complaints are intended all grievances and complaints of the counterparty in the matter of the quantity, the quality, the damaging and/or the packaging of the products.

2.    Complaints are only accepted and taken under advisement by Decostar of they are submitted in writing to Decostar within eight days after delivery or the rendering available of the products to >span class="fontstyle31" data-redactor-span="true">.

3.    If Decostar deems a complaint submitted in accordance with what is established under 4.2 proven, Decostar will have the choice to either substitute the unsound products delivered at their expense, or to credit the counterparty for an amount equal to the price owed by the counterparty for these products. In both cases, however, the counterparty will return the products that have turned out to be deficient to Decostar, such following the prior permission of Decostar. Decostar is not obliged in any manner to provide any additional compensation of damages, otherwise than is established in this article.

4.    The counterparty must control the products delivered by Decostar immediately after delivery for quantity, nature, and soundness. Complaints in the matter of defects that could be discovered by taking simple random samples must be submitted in writing to Decostar within three days after their discovery.

5.    The overrunning of the terms indicated in sections 2 and 4 of this article entails the lapsing of the right to file complaint.

6.    Complaints never confer the right to the counterparty to suspend the payment of the purchase price or concomitant costs entirely or in part, while any appeal to discounts and/or setoffs is expressly excluded. If and to the extent the counterparty were to be able to derive a claim for the refunding of the purchase price from a legitimate complaint, the relevant claim on Decostar can never be set off against a debt to Decostar on account of transactions that the complaint in case is not related to.

7.    Complaints regarding the invoice amount must be submitted to Decostar within fourteen days after invoice date in writing, stating exactly what the grounds of the complaint are.

Article 14. Liability

1.    Baring gross fault, Decostar is never liable for any, direct or indirect, damage to persons, objects, or companies of the purchaser and/or to third parties.

2.    In case of the liability of Decostar, such liability is limited to the amount that in such case as may occur is covered by the insurance of Decostar. If this insurance, for any reason whatsoever, will not lead to any disbursement, or the damage in such case as may occur is not covered by this insurance, the liability is limited to an amount equal to the net invoice value of the products and/or services delivered by Decostar that the liability is related to.

3.    Damage in the form of lost profit or other consequential damage (indirect damage) is not eligible for compensation under any circumstance.

4.    The products listed in a brochure or on a website provide a description of the products by approximation. The products may (slightly) deviate from what is stated or displayed in this brochure and/or on the website of Decostar with respect to these products.

5.    A liability of Decostar can exclusively arise after the counterparty has properly declared the default of Decostar in writing, immediately after delivery of the products, or immediately upon identification of the shortcoming, and has granted a reasonable term to Decostar to lift the shortcoming.

6.    The counterparty indemnifies Decostar for any claims by third parties in the matter of damage that has occurred upon or as a result of the implementation of the agreement, vis-a-vis whom Decostar is unable to appeal to these terms and conditions. The counterparty is only obliged to indemnify to the extent Decostar in the matter can also appeal to exclusion or the limitation of liability vis-a-vis the counterparty.

7.    The limitations of liability included in these terms and conditions do not apply if the damage can be blamed on the wilful intent or gross fault of Decostar or of their managing subordinates.

Article 15. Force majeure

1.    By force majeure is intended any non-attributable shortcoming, by which may be understood any event as a result of which compliance with the agreement by Decostar has become so burdensome, impossible, or costly, relative to their prospects at the time of adoption of the agreement, that such compliance in their opinion can no longer be reasonably demanded of them.

2.    Force majeure pertains in any case on the part of Decostar, though it is not limited to, in the event that Decostar after conclusion of the agreement is prevented from fulfilling their obligations from this agreement or the preparations thereof in case of war, the threat of war, pandemics, fire, water damage, flooding, frost, work strikes, business occupation, the blockage of transport routes, defects on means of transport, import and export restrictions, defects on machinery, failures in the supply of energy, issues or stagnation in the production of Decostar or of an enterprise that Decostar purchases the raw material and ancillary material from, and epidemics, and furthermore by any other cause that has arisen outside the sphere of responsibility or risk of Decostar. Decostar will report the entry into effect of a situation of force majeure to the counterparty in writing.

3.    Decostar has the right in case of force majeure to rescind the agreement. Decostar has the right, if so desired, to suspend the implementation of the agreement, instead of rescinding it, until the circumstances causing the force majeure have come to an end.

4.    Decostar is not liable for damage due to rescission or suspension that has arisen on grounds of force majeure, also including lost profit.

Article 16. Applicable law and competent court

1.    The quotations and agreements between Decostar and 

>span class="fontstyle31" data-redactor-span="true">2.    All disputes flowing from this agreement will be exclusively presented to the competent court of law of the place in which Decostar is established

Thus drawn up on 26 March 2024 in Apeldoorn.