SIT AND MOVE B.V. – GENERAL TERMS AND CONDITIONS
1.1. SIT AND MOVE™ B.V., having its registered office and place of business at Boedijnhof 83 in (1628 SE) Hoorn, the Netherlands, registered with the Chamber of Commerce under Number 64934683, and hereinafter referred to as “Sit And Move™”, is a private company with limited liability incorporated under the law of the Netherlands. An organisational chart of the company’s structure and a list of its directors shall be issued on request.
1.2. The objects of Sit And Move (which is also hereinafter deemed to refer to its directors and/or staff) shall be to design, manufacture and/or supply office furniture (in-house or otherwise) or to obtain contracts relating to same in the broadest sense of the term. The relevant contracting party is referred to as a “client” in the rest of these terms and conditions.
2. Scope of application of general terms and conditions
2.1. These general terms and conditions shall apply in relation to all agreements concluded with Sit And Move, including any contracts awarded to Sit And Move, requests, orders or offers, which is deemed to include any subsequent, amended or additional contract to the exclusion of any other general terms and conditions, unless otherwise agreed in writing before the relevant agreement.
2.2. These general terms and conditions have also been stipulated for the benefit of any person who works for Sit And Move either within the latter’s organisation or elsewhere.
3. Conclusion of an agreement
3.1. An agreement shall not be deemed to have been concluded until after Sit And Move has confirmed it in writing. The details (including the scope, fees or quantities) mentioned in such confirmation (of an order or otherwise) shall be decisive for the purposes of determining the substance of the relevant agreement and any supply (part deliveries or otherwise) effected pursuant to it.
3.2. A quotation, offer (or price quoted), advertisement, leaflet or other form of publicity on the Sit And Move website shall be deemed to be indicative of the services, supplies or fees supplied or charged by Sit And Move. No rights may be derived from them as long as no written confirmation is provided as stipulated in §3.1.
4.1. Any prices quoted by Sit And Move shall be exclusive of value added tax and any other fee, unless otherwise agreed or mentioned in writing.
4.2. After an agreement has been concluded, Sit And Move shall be entitled to raise its prices, provided that and in so far as this is due to an increase in or the introduction of any national or international tax, levy or foreign exchange adjustment in relation to the agreed supply (or part deliveries). A price increase referred to here may not constitute grounds for a client to cancel an agreement.
5. Payment and default
5.1. Sit And Move may require payment (partial or otherwise) in advance before proceeding with supply (or any part delivery).
5.2. Unless otherwise agreed in writing, any invoice pertaining to an agreed payment must be paid within fourteen (14) days after the relevant invoice date without the purchaser seeking to rely on a discount, suspension and/or setoff, in the absence of which default shall occur in the absence of any further notice.
5.3. In the event of a default Sit And Move shall be entitled to suspend, settle or terminate its obligations in respect of the relevant client without being liable for any loss which that client suffers as a result.
5.4. In the event of a default Sit And Move shall be entitled to charge the relevant client the legally stipulated commercial interest plus extrajudicial expenses equivalent to 15% of the agreed gross prices.
6. Retention of title and security (additional or otherwise)
6.1. Sit And Move hereby stipulates that retention of title shall apply until all relevant debts have been paid, irrespective of the origin of such debts. As such, a client shall not be permitted to alienate, encumber or otherwise grant a third party any rights in relation to goods supplied by Sit And Move.
6.2. In this connection a client shall have a duty to give notice in the event of an attachment (comprehensive or otherwise) or the danger of one, or any other circumstances which may affect or negate any rights held by Sit And Move pursuant to an agreement and these terms and conditions.
6.3. A client shall have a duty to grant Sit And Move free access to any premises and/or buildings to permit the exercise of any right held by Sit And Move (or to secure same).
6.4. Sit And Move shall be entitled to request additional security in relation to the execution of an agreement before it proceeds with such execution.
7. Delivery times
7.1 Any agreed delivery time shall be indicative and the relevant client shall not derive any right from it unless otherwise agreed in writing.
7.2 Liability on the part of Sit And Move for any loss suffered as a result of a failure to effect delivery or to do so in full and/or on time is explicitly precluded.
8. Deliveries (part or otherwise) and on-call agreements
8.1 In the event that the delivery of goods on call has been agreed to or a deadline is stipulated in the relevant agreement by when the goods concerned must be procured, the client in question shall have a duty to pay for and take those goods before that deadline expires.
8.2 Following the expiry of that deadline, when first requested by Sit And Move to do so, the relevant client shall have a duty to proceed with the immediate payment of the amount due for all of the goods which have not yet been procured plus any storage fees.
9. Transport and delivery
9.1 Unless otherwise agreed, chairs shall be delivered to the home of the client concerned carriage paid. The supply of other goods shall be effected ex-works. Transport shall be effected at the relevant client’s risk and expense.
9.2 Where requested in writing, goods may be insured for their net invoice value at the relevant client’s risk and expense.
10. Receipt of goods and complaints
10.1 When receiving goods, a client must conduct an inspection to ascertain whether they have been damaged. Sit And Move must be notified of any defect that is found in writing within twenty-four (24) hours and the relevant goods and packaging must be kept on pain of the extinction of the right concerned.
10.2 In the event that it is readily apparent upon receipt that the relevant goods have been damaged, for example, because the packaging has been damaged (on the outside), the client concerned shall be required to mention this on the waybill (or to arrange for this to be done) in addition to the provisions of Clause (1) of this article before signing to indicate consent or to take receipt of the goods, and to store the packaging on pain of the extinction of the relevant right.
10.3 Depending on the nature and size of the goods and damage, Sit And Move shall make a decision concerning, for example, an additional delivery, a replacement, repairs or a return.
11. Return consignments and cancellation
11.1 A return consignment may only be accepted with Sit And Move ’s prior written consent.
11.2 A client shall bear the risk and expense of any return consignment (which includes any loss, damage or insurance). Furthermore, Sit And Move shall be entitled to store any returned goods with a third party at the relevant client’s risk and expense without the latter’s consent.
11.3 In the event of a return consignment or cancellation, Sit And Move shall be entitled to charge a cancellation and administration fee equivalent to 10% of the gross invoiced price subject to a minimum of EUR 10.00 for every consignment which it takes back, plus any expenses.
11.4 Unless otherwise agreed in writing, a return consignment or cancellation shall not affect the relevant client’s obligations (financial or otherwise).
12. Suspension, setoff and cancellation
12.1 Sit And Move shall be entitled to suspend compliance with its agreed obligations for as long as the relevant client fails to comply with their obligations pursuant to the agreement concerned and, where necessary, this shall be followed with the invocation of its right to setoff and/or to cancel that agreement.
12.2 Sit And Move shall be entitled to proceed with the cancellation of the relevant agreement in the event of bankruptcy, a moratorium on payments, the cessation of operations (or part thereof), liquidation or any similar situation.
12.3 Following cancellation by Sit And Move, any and all payments still payable by the relevant client shall fall due at once with immediate effect.
12.4 Sit And Move shall not have a duty to provide compensation for any loss or to effect restitution in the event that and in so far as it exercises its right to suspension, setoff and/or cancellation.
13. Warranties and use
13.1 Sit And Move designs products which satisfy European standards in qualitative and legal terms, and comply with the strictest Dutch requirements, the NPR1813. Nevertheless, no warranty shall be provided with regard to any goods which are supplied and/or any part thereof, unless otherwise agreed in writing.
13.2 Any goods must be used for the purpose for which they have been produced or supplied. In the event that and in so far as any instructions or directions are supplied with the relevant goods, they must be adhered to at all times. The latter shall apply on pain of the extinction of the relevant right.
13.3 In the event that and in so far as goods are supplied in a disassembled state, the relevant client shall at all times be liable in relation to the risks pertaining to their assembly, irrespective of whether or not any assembly directions have been supplied and adhered to.
13.4 A client or user (end user or otherwise) of Sit And Move products shall not be permitted to modify them (or the manner in which they are to be used) on pain of the extinction of the relevant right.
13.5 Under no circumstances shall Sit And Move be bound by any warranty which a client provides to a user (end user or otherwise) or any other party without its prior written consent.
14. Liability and indemnification
14.1 Sit And Move shall not be liable for any loss which a client, user (end user or otherwise) and/or any other party suffers due to the inappropriate use of the goods supplied. This is at any rate deemed to refer to but shall not be confined to any act or omission on the part of a client, a user (end user or otherwise) and/or a third party which is contrary to reasonable use, the relevant instructions and/or the directions concerned, except in the case of a wilful act or omission, or gross negligence on the part of Sit And Move.
14.2 In the event that and in so far as Sit And Move appears to be liable for any loss which it has occasioned, any such liability shall remain confined to the amount that is paid out in the relevant circumstances pursuant to the liability insurance which has been taken out.
14.3 In the event that and in so far as no payment is effected pursuant to such liability insurance for any reason whatsoever as is provided for in §14.2, any liability shall be confined to a sum that is identical to the agreed financial obligation in respect of the consignment (or part delivery) covered by such liability subject to a maximum of no more than EUR 10,000.00 and subject to the explicit exclusion of any indirect loss (financial or otherwise).
14.4 Any liability on the part of Sit And Move shall cease to apply in the event that a situation referred to in Article(s) 10.1, 10.2, 13.2 and/or 13.4 occurs.
14.5 Furthermore, a client shall indemnify Sit And Move against any claim made by a third party, including a user (end user or otherwise), which in any way pertains to what has been delivered or goods which have been produced – including the reasonable cost of legal assistance, except in the case of a wilful act or omission, or gross negligence on the part of Sit And Move.
15. Other provisions
15.1 This agreement and any rights and duties arising pursuant to it, shall be governed by and construed in accordance with the law of the Netherlands. Any dispute shall be adjudicated by a competent court of law within the jurisdiction of the District Court of Central Netherlands, which has its seat in Utrecht, the Netherlands.
15.2 The relationship between the parties shall not be governed by any provisions, terms, conditions or arrangements other than as stipulated in the relevant agreement
and in these general terms and conditions.
15.3 The suspension or nullification of part of these general terms and conditions shall not affect the validity of the remaining terms and conditions. Where applicable, any provisions that are suspended or nullified shall be replaced by provisions which approximate their meaning as closely as possible.
15.4 Any amendment of an agreement and/or these general terms and conditions shall only apply in so far as agreed to in writing. In this respect any new arrangements shall cause any former ones concerning the same subject matter to cease to apply.
16. Website terms and conditions
The Website means the website www.sitmove.com and its affiliates.
We / Us etc means Sit and Move and any subsidiaries, affiliates, employees, officers, agents or assigns.
16.1. Accuracy of content
We have taken proper care and precautions to ensure that the information we provide on this Website is accurate. However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on this Website or on any linked site.
The information contained on this Website should not take the place of professional advice.
The Website is made available for your use on your acceptance and compliance with these terms and conditions. By using this Website, you are agreeing to these terms and conditions.
You agree that you will use this website in accordance with all applicable local, state, national and international laws, rules and regulations.
You agree that you will not use, nor will you allow or authorise any third party to use, the Website for any purpose that is unlawful, defamatory, harassing, abusive, fraudulent or obscene way or in any other inappropriate way or in a way which conflicts with the Website or the Services.
If you contribute to our forum (if any) or make any public comments on this Website which are, in our opinion, unlawful, defamatory, harassing, abusive, fraudulent or obscene or in any other way inappropriate or which conflict with the Website or the Services offered, then we may at our discretion, refuse to publish such comments and/or remove them from the Website.
We reserve the right to refuse or terminate service to anyone at any time without notice or reason.
16.3. Indemnification for loss or damage
You agree to indemnify Us and hold Us harmless from and against any and all liabilities or expenses arising from or in any way related to your use of this Website or the Services or information offered on this Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and solicitors fees of every kind and nature incurred by you or any third parties through you.
16.4. Intellectual property and copyrights
We hold the copyright to the content of this Website, including all uploaded files, layout design, data, graphics, articles, file content, codes, news, tutorials, videos, reviews, forum posts and databases contained on the Website or in connection with the Services. You must not use or replicate our copyright material other than as permitted by law. Specifically, you must not use or replicate our copyright material for commercial purposes unless expressly agreed to by Us, in which case we may require you to sign a Licence Agreement.
If you wish to use content, images or other of our intellectual property, you should submit your request to us at the following email address: email@example.com
The trademarks and logos contained on this Website are trademarks of Sit and Move and any subsidiaries, affiliates, or assignees. Use of these trademarks is strictly prohibited except with Our express, written consent.
16.6. Links to external websites
This Website may contain links that direct you outside of this Website. These links are provided for your convenience and are not an express or implied indication that we endorse or approve of the linked Website, its contents or any associated website, product or service. We accept no liability for loss or damage arising out of or in connection to your use of these sites.
You may link to our articles or home page. However, you should not provide a link which suggests any association, approval or endorsement on our part in respect to your website, unless we have expressly agreed in writing. We may withdraw our consent to you linking to our site at any time by notice to you.
16.7. Limitation of Liability
We take no responsibility for the accuracy of any of the content or statements contained on this Website or in relation to our Services. Statements made are by way of general comment only and you should satisfy yourself as to their accuracy. Further, all of our Services are provided without a warranty with the exception of any warranties provided by law. We are not liable for any damages whatsoever, incurred as a result of or relating to the use of the Website or our Services.
16.8. Information Collection