Allgemeine Geschäftsbedingungen

General Terms and Conditions of Sale and Delivery of:

CS rugs B.V., holding office at Bonksel 1, 5721 TP Asten. Filed on October 1st, 1981 with the Chamber of Commerce Brabant under No. 17045680.

Article 1: Applicability

1.1 These terms and conditions apply to all offers and all agreements to carry out work and/or purchase and sale agreements of CS rugs B.V. established in Asten, hereinafter to be referred to as CS rugs. Hereinafter, the customer/buyer shall be referred to as the counterparty. Any other terms or conditions are only part of the agreement concluded between mentioned parties if both parties expressly agreed to such terms and conditions in writing. If the counterparty accepts and retains the offer or confirmation of offer, as referred to in these terms and conditions, without subsequent comments it is considered an acceptance of the applicability of these terms and conditions. The possibility that a clause (or part thereof) of these general terms and conditions does not apply will not impede the applicability of the remaining clauses.

Article 2: Agreements

2.1 Agreements to carry out work and/or purchase and sale agreements and supplements thereto/modifications thereof only become binding upon written confirmation by CS rugs.

Article 3: Delivery/Work Carried Out

3.1 Delivery occurs ex factory. Indicated delivery times and period within which work must be completed can never be considered final deadlines, unless expressly agreed otherwise. In the event the deadline for delivery/completion of work is not met, CS rugs must, subsequently, be declared liable in writing.

3.2 In the event of part delivery/completion of work, each delivery/completion phase will be considered a separate transaction.

3.3 In the event it turns out to be impossible to deliver items to the counterparty, CS rugs reserves the right, after it has declared the counterparty liable and after the deadline in the formal notice has expired, to store the rugs/materials purchased for carrying out the work at the expense and risk of the counterparty. The afore-mentioned does not impede the obligation of the counterparty to pay the purchase price.

Article 4: Progress, Carrying out the Work

4.1 In the event that the deliveries or work cannot proceed normally or without interruption due to causes through no fault of CS rugs, CS rugs reserves the right to charge the costs resulting thereof to the counterparty.

4.2 All expenses incurred by CS rugs on the application of the counterparty will be billed entirely to the latter, unless agreed otherwise in writing.

Article 5: Claims/Return Shipments after Transport

5.1 Immediately upon delivery of the rugs the counterparty is obligated to check them. If visible defects are detected such need to be recorded on the bill of lading and/or delivery note and reported to CS rugs within 24 hours, such immediately followed by written confirmation.

5.2 If the above-mentioned claim is not reported to CS rugs within the time periods as referred to in 5.1, it is assumed that the items were received in good condition.

5.3 Claims do not suspend the obligation to payment by the counterparty. CS rugs has to be able to investigate the claim.

5.4 If, upon delivery, the rugs have been changed in nature and/or composition, have been treated or converted entirely or in part, damaged or re-packed, all rights to claims are cancelled.

5.6 In the event of rightful claims the damage will be settled pursuant to article 6.

Article 6: Liability/Guarantee

6.1 CS rugs is dedicated to her task as can be expected from any enterprise within her industrial branch, yet she does not accept any liability for damages, including ensuing damages, resulting from her actions or neglect in the broadest sense of the word, barring insofar they were caused due to flagrant error/gross negligence and/or intent of CS rugs. A similar limitation applies to employees and/or third parties employed by CS rugs to carry out its activities.

6.2 In all cases the time period within which CS rugs can be held liable for compensation of damages is limited to 5 years (except outdoor collections: 2 years).

6.3 This guarantee applies to observed premature wear and tear as a result of loss of pile due to low strength or insufficient anchoring of the yarns. Damages due to excessive mechanical forces and/or clawing by pets fall outside of these guarantees offered. When reporting a complaint a purchase invoice is to be submitted.

Underlay will be packed directly with the rug and shipped without any extra costs.

When underlay is not installed, especially on hard flooring, CS rugs is not liable for any damage to the subfloor.

Depending on the quality chosen a dimensional tolerance is possible from 1 – 2 %.

6.4 Complaints concerning the pile at delivery: In spite of a thorough final inspection of the processed production orders it can occur that quality aspects escaped the attention during this inspection. If, at the time of delivery/laying of the rugs, the end user, therefore, observes irregularities with respect to the appearance of the pile or with respect to the dimensions in which it was delivered, he or she should report this immediately and leave the rug unused from that moment onwards.

6.5 Deviation in colour from the standard colour: Slight deviations in colour compared to the standard sample can occur and are to be accepted within reasonable margins.

6.6 Pile rotation: Be it expressly stated that shading and similar optical effects resulting from pile rotation will never be the basis for a complaint and, therefore, do not qualify for compensation.

6.7 CS rugs guarantees the usual normal quality and durability of the items delivered; their actual lifespan can never be guaranteed.

6.8 Without prejudice to the provisions in the other sections and article 5 the liability of CS rugs is – for whatever reason – limited to the amount of the net retail price of the items delivered or to the price for the work to be carried out. Satisfying this guarantee is the one and only and full compensation.

6.9 The counterparty loses his rights with respect to CS rugs and is liable for all damages and protects CS rugs against all third-party liability with regard to compensation for damages if and insofar:

1. Above-mentioned damage is a result of inexpert use and/or use contrary to the instructions of CS rugs and/or inexpert storage by the counterparty (rugs are to be stored horizontally and in their original packaging) of the rugs delivered.
2. Above-mentioned damage is the result of the counterparty not acting conform the instructions and/or advice issued by CS rugs.
3. Above-mentioned damage is the result of errors and/or inaccuracies in the information, diagrams, and the like provided and/or prescribed to CS rugs by or on behalf of the third party.

Article 7: Payment

7.1 Payment is to take place within thirty (30) days after the invoice date; also when delivery cannot take place conform article 4.

7.2 If an invoice has not been paid or not paid in full by the time the payment period, as referred to in section 1 and 2, has expired the counterparty will, after having received a final notice from CS rugs, pay for the charges associated with taking legal and non-legal collection and enforcement measures, which also includes the costs of a bankruptcy petition. In this case the counterparty shall owe a minimum sum amounting to fifteen (15) percent of the total of the original and the late payment interest.

7.3 If the counterparty does not meet his payment obligations on time CS rugs is authorized to suspend the fulfilment of her obligations entered into with the counterparty to deliver the items/carry out the work until such time that payment is made or firm assurances hereto are secured. The same applies even before the moment of being in default if CS rugs has reasonable suspicion that there are reasons to doubt the creditworthiness of the counterparty.

7.4 Payments made by the counterparty will always serve as payment of all owed interest charges and expenses and, subsequently, as payment of overdue invoices that have been overdue the longest, even if the counterparty states that the payment relates to a more recent invoice.

Article 8: Reservation of Title

8.1 Rugs delivered and to be delivered remain the property of CS rugs until such time that the counterparty has met all his payment obligations with CS rugs. Those payment obligations consist of payment of purchase price, increased with claims with respect to work carried out associated with those deliveries, as well as claims with respect to any damages due to failure by the counterparty in the fulfilment of his obligations.

8.2 The counterparty is obligated to immediately inform CS rugs in writing of the fact that third-parties are exercising their rights to rugs that fall under reservation of title conform this article.

Article 9: Collateral/Warrantage

9.1 The counterparty is not authorized to give delivered items as collateral to third parties and/or use them for the establishment of unpropertied right of lien, and/or transfer items to be stored to the actual control of one or several financiers (warrantage), as such will be considered imputable non-compliance on his part. In that case CS rugs can immediately, and without being declared liable, suspend her obligations from the agreement or rescind the agreement, without prejudice to CS rugs’ right to damages, lost profit, and interest.

Article 10: Cancellation/Rescission

10.1 The counterparty relinquishes all rights to rescission of the agreement under article 6:265 of the Dutch Civil Code or under other legal stipulations, unless cancellation was agreed conform article-section below.

10.2 Cancellation by the counterparty is only possible if CS rugs is in agreement therewith. If not agreed in writing the counterparty owes CS rugs the purchase price (contract price) and is obligated to purchase the items already ordered. The counterparty is liable to third-parties for the consequences of the cancellation and protects CS rugs in such case.

10.3 Payments already made by the counterparty are not refunded.

Article 11: Applicable Law/Place of Jurisdiction

11.1 Dutch Law is solely applicable to the agreements concluded between CS rugs and the counterparty. All disputes resulting from the agreements will be also settled conform to Dutch Law.