General terms and conditions

Artikel 1. Definitions
1.1. Except and insofar as terms elsewhere in these General Terms and Conditions (hereinafter referred to as "Terms and Conditions") are capitalised, those terms have the following meaning:

Customer
any person who concludes an Agreement with Vriesco for the purpose of purchasing a Product or Products;

Agreement
the purchase agreement concluded between Vriesco and the Customer for the purpose of purchasing a Product or Products;

Parties
The Customer and Vriesco. Where appropriate in any given case, the singular form of Party is used if it concerns one of the Parties;

Product
or Products the product purchased by the Customer from Vriesco, such as curtains and accessories;

Vriesco
the private limited company Royal Vriesco B.V., established in Leeuwarden, registered with the Chamber of Commerce under number 01048194 and operating with VAT number NL006011251B01.

Artikel 2. Applicability
2.1. These Terms and Conditions apply to and form part of all quotations and/or offers and/or Agreements under which Vriesco delivers Products to the Customer. The provisions of these Terms and Conditions apply in full to every (Agreement regarding the) performance of the Agreement for the benefit of the Customer.
2.2. The applicability of any general or specific terms or conditions of the Customer that deviate from these Terms and Conditions, under whatever name, is explicitly excluded.
2.3. The Parties can deviate from these Terms and Conditions in writing and explicitly only.
2.4. If any provision of these Terms and Conditions is void or becomes void, the other provisions of these Terms and Conditions will remain in force. In that case, Vriesco and the Customer will hold consultations with the aim of agreeing on replacing the void or voided provisions with new provisions that reflect the purport of the void or voided provisions to the greatest possible extent.
2.5. Vriesco is at all times entitled to unilaterally amend provisions of these Terms and Conditions. As soon as the amended Terms and Conditions have been announced to the Customer, they will apply between Vriesco and the Customer.
2.6. In the event of any conflict between any provisions of the Agreement and these Terms and Conditions, the provisions of the Agreement will prevail over the provisions of these Terms and Conditions, unless the Agreement deviates from the Terms and Conditions to the detriment of Vriesco.
2.7. The provisions of these Terms and Conditions do not affect any rights that Vriesco has by virtue of the law.

Artikel 3. Quotations, offers, and Agreements
3.1. All quotations, offers and other statements from Vriesco are without obligation, unless explicitly stated otherwise in writing. Agreements and acceptances of quotations and offers by the Customer are considered irrevocable.
3.2. The Customer guarantees the accuracy and completeness of the information provided by or on behalf of the Customer to Vriesco on which Vriesco has based its offer, with the exception of obvious typographical errors.
3.3. An Agreement between Vriesco and the Customer will not be concluded until the Customer places an order digitally in Vriesco's ordering portal and/or the Customer has placed an order with Vriesco by email, which has been confirmed by Vriesco by means of an order confirmation, or Vriesco has proceeded to purchase and/or deliver the Products.
3.4. The content of the Agreement is apparent from the Agreement and, in the absence thereof, from Vriesco's quotation/offer.
3.5. If and insofar as required for the proper performance of the Agreement, Vriesco is at all times entitled to have certain work carried out by third parties, affiliated or otherwise. The applicability of Articles 7:404, 7:407, paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded.

Artikel 4. Prices, invoicing and payment
4.1. For the products, the Customer must pay the fee set out in the Agreement.
4.2. All prices quoted by Vriesco are in Euros and exclude import and export duties, turnover tax (if applicable), shipping costs and any government-imposed levies and/or taxes.
4.3. Payment must be made within 30 days of the invoice date. This term is the final payment date and is therefore a final deadline. If payment is made within eight days of the invoice date, the Customer is entitled to deduct 1% of the agreed fee excluding VAT.
4.4. Before performing the Agreement, Vriesco is entitled to require the Customer to provide security for the fulfilment of his or her obligations by virtue of the Agreement. Vriesco is also authorised to stipulate cash on delivery. The related costs will be at the expense of the Customer. In the case of cash on delivery, the Customer is not entitled to deduct the percentage referred to in Article 4.3 from the agreed fee.
4.5. Vriesco reserves the right to adjust all periodic prices and rates set out in the Agreement in writing annually if developments in wages, charges, costs and/or other market developments give reason to do so. Vriesco will adjust the applicable prices and rates in all reasonableness and will inform the Customer about this at least one month before the price change.
4.6. If the Customer fails to pay the amounts due or fails to do so in time, the Customer will immediately be in default, without any demand or notice of default being required. The Customer must pay statutory interest on the amount payable from the moment he is in default until full settlement of the amount due. If payment is not made within one month of the day on which payment should have been made, the statutory interest rate will be increased by 3% with effect from the day on which this month has expired.
4.7. If after a demand or notice of default, the Customer continues to fail to pay the amount owed, Vriesco can assign the claim to a third party, in which case the Customer will be obliged to pay all reasonable judicial and extrajudicial costs, including all costs calculated by external experts, in addition to the total sum owed (including additional interest). The reasonable judicial and extrajudicial costs are estimated at at least 15% of the principal sum, with an absolute minimum of € 500 excluding VAT. This does not affect Vriesco's other statutory and contractual rights.
4.8. In the event of the Customer's liquidation, insolvency, application for a moratorium or winding-up petition, the Customer's liabilities will become immediately due and payable.
4.9. If Vriesco has incurred costs or expenses without a price having been agreed on, Vriesco is entitled to charge the Customer the actual costs and/or the usual rates.
4.10. Vriesco is at all times authorised to offset any amounts owed by the Customer against counter-claims from the Customer.

Artikel 5. Performance of the Agreement
5.1. Vriesco will make every effort to perform the Agreement to the best of its knowledge and ability.
5.2. All images, specifications and other information about the Products serve as an indication only. Vriesco cannot guarantee that the colours shown correspond 100% with the true colours of the Products.
5.3. With regard to Product sizes, Vriesco ensures that its Products are finished straight. Straight is taken to mean a maximum deviation of 2 mm from the straight line. The height may deviate from the specified height by no more than 1 cm. For Products shorter than 150 cm, a maximum height deviation of 0.5 cm applies.
5.4. Vriesco is authorised to supply Products that show minor deviations from the agreements with the Customer. Minor deviations are considered to be minor differences in terms of colour, design, weight, pattern and/or size.
5.5. Please take into account the shrinkage tolerance indicated on the Product samples. Fabrics can expand or contract in height and width, depending on the fabric composition and humidity.
5.6. Vriesco reserves the right to retrieve delivered orders for assessment.

Artikel 6. Delivery
6.1. At the time the Agreement is concluded, the estimated delivery time will - if possible - be specified based on the information known to Vriesco at the time the Agreement is concluded. The estimated delivery time is not a final deadline but will be observed as much as possible. The final delivery time depends on Vriesco's processing capacity, among other things. The mere failure to comply with the delivery time does not imply that Vriesco is in default.
6.2. Delivery to the Customer will take place by making the Products available to the Customer at the location where the Customer has his or her establishment.
6.3. Vriesco is responsible for transporting the Products. The costs of transport and insurance of the Products during transport will be borne by the Customer.
6.4. If the (estimated) delivery time is exceeded, the Customer will not be able to cancel the Agreement or instruction, or refuse delivery or payment of the Products.
6.5. Vriesco has the right to deliver the Products in parts.

Artikel 7. Retention of title
7.1. Vriesco reserves the ownership of the Products delivered to the Customer. Ownership of the Product will not pass to the Customer until the Customer has provided the agreed consideration owed to Vriesco by virtue of the Agreement.
7.2. The Customer is not authorised to transfer ownership of the Products subject to retention of title to third parties, or to transfer them to third parties as additional security, or to encumber them with any limited real or security right.
7.3. The Customer is obliged to keep the Products subject to retention of title identifiable and separate. Vriesco has the right to retrieve all Products delivered by Vriesco to the Customer that are subject to a retention of title. The Customer is obliged to fully cooperate with Vriesco in this regard, including by granting persons designated by Vriesco access to the company or other areas used by the Customer. The Customer hereby explicitly permits Vriesco to do so.

Artikel 8. Complaints
8.1. The Customer is obliged to check the Products for quality and quantity immediately upon delivery.
8.2. A consignment note, delivery note or similar document issued upon delivery of the Products is deemed to accurately reflect the quantity or quality of the Products delivered, unless the Customer notifies Vriesco of its objection thereto immediately upon receipt of the Products by means of a written note on the aforementioned consignment note, delivery note or similar document.
8.3. Complaints regarding invisible defects must be submitted to Vriesco in writing, with confirmation of receipt, as soon as possible after their discovery, but no later than eight working days after the discovery of the defect in question. After this period, any claim against Vriesco regarding such defects will lapse.
8.4. If and insofar as the Customer believes the delivered Products do not comply with the agreement, the Customer is not authorised to edit and/or process the Products and the Customer will keep the Products identifiable and separate.
8.5. If the Customer processes or has the delivered Products processed and/or transports the delivered Products itself or has them transported, any claim against Vriesco in respect of possible defects will lapse.

Artikel 9. Liability of Vriesco
9.1. Vriesco's total liability due to an imputable failure to fulfil the Agreement or on whatever legal ground, is limited to compensation for damage as set out in this article.
9.2. Direct damage is limited to a maximum of the amount of the price agreed for that Agreement (excluding VAT). However, under no circumstances will Vriesco's total liability for direct damage, on whatever legal ground, exceed € 100,000.
9.3. Damage due to death, bodily injury or material damage to property is limited to € 1,250,000.
9.4. Vriesco's liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to consequential damage, lost profits, lost savings, reduced goodwill, damage due to business interruptions, damage resulting from claims by the Customer's customers and damage related to the use or application of the Products supplied by Vriesco.
9.5. Also, damage caused by actions or omissions of the Customer or third parties: (i) in violation of instructions given by Vriesco and/or (ii) in violation of the Agreement and these Terms and Conditions, and damage as a direct or indirect result of incorrect, incomplete and/or inaccurate information provided to Vriesco by or on behalf of the Customer will not be eligible for compensation.
9.6. The exclusions and limitations of Vriesco's liability set out in Articles 9.2 to 9.5 are without prejudice to the other exclusions and limitations of Vriesco's liability set out in these Terms and Conditions.
9.7. The exclusions and limitations set out in Articles 9.2 to 9.5 no longer apply if and insofar as the damage is the result of intent or wilful recklessness on the part of Vriesco's management.
9.8. Unless compliance by Vriesco is permanently impossible, Vriesco's liability for imputable failure to perform an Agreement is subject to the Customer giving Vriesco immediate and written notice of default, specifying a reasonable period to remedy the failure and Vriesco continuing to fail imputably in the fulfilment of its obligations after that period. To allow Vriesco to respond effectively, the notice of default must contain a description of the failure that is as accurate and detailed as possible.
9.9. A condition with regard to any right to compensation being created will always be that the Customer reports the damage in writing to Vriesco as soon as possible after it has arisen. Any claim for compensation against Vriesco will lapse by the mere passage of twelve months after the claim arose, unless the Customer has instituted legal proceedings for compensation for the damage before the expiry of that period.
9.10. The provisions of this article, as well as all other limitations and exclusions of liability set out in these Terms and Conditions, also apply in favour of all persons and legal entities deployed by Vriesco and its suppliers for the performance of the Agreement.
9.11. The Customer indemnifies Vriesco against all claims by third parties, including but not limited to third parties engaged by the Customer and employees of the Customer, for compensation for any damage that is the result of or related to the (performance of the) Agreement with/by Vriesco.
9.12. In the event of a valid appeal to force majeure within the meaning of Article 10, the Customer cannot claim compensation for the damage suffered by him.

Artikel 10. Force majeure
10.1. Neither of the Parties is obliged to fulfil any obligations, including any statutory and/or agreed warranty obligation, if unable to do so due to force majeure. Force majeure on the part of Vriesco includes, but is not limited to: (i) force majeure of any suppliers of Vriesco; (ii) business disruptions at Vriesco itself; (iii) transport interruptions; (iv) domestic and foreign government measures, including import and export bans and import and export restrictions; (v) power outages; and (vi) disruptions of the Internet, data network or other (telecommunications) facilities.
10.2. In the event of force majeure, Vriesco has the right to suspend the performance of the Agreement, without Vriesco being obliged to pay any compensation.
10.3. In the event of force majeure, the Customer will under no circumstances be entitled to compensation or to undertake work to perform the Agreement.
10.4. In the event of force majeure, Vriesco has the right to dissolve the Agreement.

Artikel 11. Intellectual property
11.1. Vriesco reserves the intellectual property rights and powers to which it is entitled under the then-applicable laws and regulations, including but not limited to the Copyright Act and the Benelux Convention on Intellectual Property.
11.2. All intellectual property rights to data developed or made available under the Agreement, including but not limited to photographs, images and other materials, will remain exclusively vested in Vriesco. They may not be passed on to third parties, made available for inspection or reproduced without written permission.

Artikel 12. Personal data
12.1. Within the framework of the Agreement, Vriesco processes the Customer's personal data within the meaning of the General Data Protection Regulation (GDPR). This personal data will be processed in accordance with Vriesco's privacy statement, as well as the applicable rules and regulations.

Artikel 13. Transferability of rights and obligations
13.1. The Customer is not permitted to transfer all or some of the rights and obligations arising from the Agreement to any third party without the prior written consent of Vriesco.
13.2. Vriesco is permitted to transfer any rights or obligations by virtue of the Agreement to, or have them taken over by, a third party without the prior consent of the Customer. The Customer hereby and in advance grants Vriesco cooperation with any possible transfer of the legal relationship arising from the Agreement by Vriesco to a third party.

Artikel 14. Transfer of risk
14.1. The risk of loss, theft, embezzlement or damage to Products or data manufactured for, delivered to or used by the Customer in connection with the performance of the Agreement will pass to the Customer at the time they are brought into the actual possession of the Customer or an assistant of the Customer.

Artikel 15. Complaints procedure
15.1. Vriesco will make every effort to perform the Agreement(s) as best as possible. If the Customer has a complaint about Vriesco's course of action, it must use the complaints procedure set out in this article.
15.2. If visible, the Customer must report the complaint within eight business days of delivery via the customer portal or by email to support@ahouseofhappiness.com, using the digital service form, including the accompanying photos. After this period, all of the Customer's claims relating to (the facts and circumstances leading to) the complaint will lapse. Proof of the complaint must contain as detailed a description of the shortcoming as possible to enable Vriesco to respond adequately.
15.3. The Customer must report complaints that arise over time within two years of delivery via the customer portal or by email to support@ahouseofhappiness.com, using the digital service form, including the accompanying photos. After the aforementioned period expires, all of the Customer's claims relating to (the facts and circumstances leading to) the complaint will lapse. Proof of the complaint must contain as detailed a description of the shortcoming as possible to enable Vriesco to respond adequately.
15.4. Vriesco aims to resolve the Customer's complaint as quickly as possible.
15.5. If Vriesco believes the complaint is justified, Vriesco will still properly fulfil its obligations, unless it believes this is no longer reasonably possible. In the latter case, it will attempt to reach an amicable settlement with the Customer.
15.6. If the Parties fail to resolve the complaint, a dispute will arise that falls under the dispute resolution set out in Article 16 of these Terms and Conditions.

Artikel 16. Applicable law and dispute resolution
16.1. The Agreement and all Instructions arising from or related to it, as well as these Terms and Conditions, will be governed exclusively by Dutch law, to the exclusion of Dutch private international law and the Vienna Sales Convention.
16.2. All disputes, including disputes considered as such by only one of the Parties, that may arise from and in connection with the Agreement, any Agreements resulting from it and/or these Terms and Conditions, will be submitted exclusively to the competent court of the Court of the Northern Netherlands, Leeuwarden location.

These Terms and Conditions take effect on 1 January 2025.

Prices subject to change and printing errors