General Terms and Conditions ChesterfieldThe present general terms and conditions apply to agreements with Chesterfield entered into as of 01-10-2021.
PRE-CONTRACTUAL INFORMATION - These General Terms and Conditions contain important pre- and post-contractual information for customers, including the identity and contact details of Chesterfield, the right of withdrawal for agreements concluded remotely and outside sales premises, conformity (legal guarantee) and complaint handling.
Article 1. Definitions
The terms mentioned in the General Terms and Conditions, both singular and plural, have the meaning given below.
- General Terms and Conditions: the present terms and conditions, which form an integral part of each Agreement.
- Chesterfield: trade name of the entity as further identified in Article 2 of these General Terms and Conditions.
- Consumer: any natural person who, at the time of concluding the Agreement, acts for purposes that are outside his commercial or professional activity.
- Service: a service, such as carrying out repair or maintenance work, renting Products or any other form of service provision (including, but not limited to, the undertaking of work).
- Service Agreement: any Agreement other than a Purchase Agreement relating to the provision of a Service by Chesterfield to the Customer.
- Customer: the other party to an Agreement, being a Consumer or Business Customer.
- Purchase Agreement: an Agreement relating to the sale of a Product by Chesterfield to the Customer.
- Agreement: the Agreement between Chesterfield and Customer, being a Purchase Agreement or Service Agreement.
- Distance Agreement: an Agreement concluded between Chesterfield and the Consumer in the context of an organised system for the sale of Products or the provision of Services at a distance without Chesterfield and the Consumer being present simultaneously and in which, up to and including the time of concluding the Agreement, only one or more means of distance communication has been used.
- Agreement Outside Sales Room: any Agreement between Chesterfield and the Consumer: (i) entered into in simultaneous personal presence of Chesterfield and the Consumer at a place other than Chesterfield's Sales Room or for which the Consumer has made an offer under the same circumstances; (ii) entered into in Chesterfield's Sales Room or by means of a distance communication medium immediately after the Consumer has been personally and individually addressed at a place which is not the Sales Room of Chesterfield, in simultaneous personal presence of Chesterfield and the Consumer; or (iii) entered into during a tour organised by Chesterfield for the purpose or effect of promoting and selling Products or Services to the Consumer.
- Party: a party to the Agreement.
- Product: a movable item.
- Sales Room: is (i) any immovable retail space where Chesterfield carries out its activities on a permanent basis, or (ii) any movable retail space where Chesterfield usually carries out its activities.
- Business Customer: the natural person or legal entity that acted for purposes falling within its business or professional activities at the time of entering into the Agreement.
Article 2. Identity and contact details of Chesterfield
Corporate name and entity: Chesterfield BV
Registered office address of the company: Franklinstraat 4a, NL 7903AC Hoogeveen
Registration number in the commercial register: 53748980
VAT number: NL823916819B03
Article 3. Applicability of General Terms and Conditions
3.1. These General Terms and Conditions shall apply to Agreements that are:
- concluded at a Distance or Outside a Sales Room with Consumers;
- concluded in a Sales Room with Consumers; and
- concluded in a Sales Room or through other channels (such as via the Internet) with Business Customers.
3.2. These General Terms and Conditions shall apply to each Agreement, unless otherwise indicated or unless the nature of the Customer (Consumer or Business Customer) and/or the nature of the Agreement concluded (at a Distance, in or Outside a Sales Room) and/or the nature of what is supplied under the Agreement (Product and/or Service) excludes its applicability.
Article 4. Offer and Formation of Agreement
4.1. Any offer made by Chesterfield is non-binding and valid as long as stock lasts or during the period specified in the offer.
4.2. An offer made via a quotation or price quote is valid for ten (10) days after the date specified therein, or, if none is specified, the date of dispatch of such offer by Chesterfield to the Customer, unless a different period of validity is specified in the offer. If the Customer accepts an offer after the expiry of the aforementioned period, Chesterfield is not obliged to accept the Customer's acceptance. If Chesterfield nevertheless decides to accept it, the Agreement will still be formed on the condition that the acceptance by Chesterfield takes place within ten (10) days of receipt of the acceptance by the Customer.
4.3. In the event that a Business Customer does not explicitly agree to an offer from Chesterfield, but nevertheless gives the impression of agreeing (for example by having Chesterfield perform certain services offered in advance), the entire offer shall be deemed accepted.
4.4. With the exception of cash sales in a Sales Room and advance payments, Agreements are not formed by placing an order, but exclusively by a written confirmation of acceptance of an order by Chesterfield. The written confirmation is deemed to accurately and completely reflect the Agreement, unless the Customer objects to the contents within two days of receipt.
4.5. Information, dimensions, sizes, images, statements, price information, advertising messages and the like that are made known by Chesterfield with respect to offers or characteristics of Products and Services are indicative and are presented or made as accurately as possible. Mistakes or errors in an offer do not bind Chesterfield against a Customer.
4.6. Chesterfield cannot be held responsible for deviations in the color of a delivered Product compared to the digital representation of that color, leather and fabric samples as well as showroom models. This also applies to dimensions and sizes compared to any correspondence, messages, (own) drawings as well as showroom models. Such deviations cannot be a reason for dispute.
4.7. Chesterfield is entitled to check whether the Customer is able to fulfill its payment obligations before and after the formation of the Agreement - insofar as legally permissible. If an Agreement has already been concluded, Chesterfield has the right to terminate the Agreement if such investigation shows that Chesterfield has good reason to fear that the Customer cannot (fully) comply with the payment obligation. Insofar as it concerns an order, Chesterfield will then have the right to refuse the order, optionally motivated, and/or to impose additional conditions before the Agreement can be concluded.
4.8. To the extent legally permitted, the following shall not be applicable to the Agreement: Article 6:227b paragraph 1 of the Dutch Civil Code, 6:227c of the Dutch Civil Code, 7:408 paragraph 1 of the Dutch Civil Code and Title 12 of Book 7 of the Dutch Civil Code (acceptance of work), except for Articles 7:750, 7:751, 7:752 paragraph 1, 7:757, 7:758, 7:759 of the Dutch Civil Code.
Article 5. Prices
5.1. All prices communicated by Chesterfield are in euros, including VAT and excluding shipping costs, unless explicitly stated otherwise.
5.2. If after formation of the Agreement it appears that the relevant offer from Chesterfield was based on incorrect or incomplete data provided by the Customer that were relevant to the price determination, Chesterfield has the right to adjust the Agreement without further consent of the Customer being required. Chesterfield is not obliged to check the accuracy of data provided by the Customer in advance.
5.3. Chesterfield is entitled to adjust the agreed prices as a result of cost-increasing circumstances that have come to light after the formation of the Agreement and that cannot be attributed to Chesterfield, regardless of whether Chesterfield had to take into account the possibility of such cost-increasing circumstances when determining the original price.
Article 6. Payment Terms
6.1. The ordered Products of an Agreement will only be put into production after Chesterfield has received the advance payment, as stated on the Purchase Agreement provided to the Customer. Not fulfilling the advance payment does not exclude the conclusion of an Agreement.
6.2. The balance of the total amount of the Purchase Agreement must be paid upon delivery. If Chesterfield uses a carrier for delivery, the balance of the total amount of the Purchase Agreement must be paid to Chesterfield before the Products to be delivered are transported.
Article 7. Delivery of Products
7.1. After the Purchase Agreement has been concluded, Chesterfield will take appropriate care when executing the Purchase Agreement.
7.2. Unless expressly agreed otherwise, delivery of Products will be made to the first door on the ground floor at the address provided by the Customer to Chesterfield for delivery.
7.3. Chesterfield is entitled to charge additional costs to the Customer for delivery of Products outside Chesterfield's usual delivery area, which costs will be communicated to the Customer prior to the conclusion of the Purchase Agreement.
7.4. The Customer ensures that Chesterfield can deliver the Products and bears the risk of incorrect and incomplete information regarding delivery. He also ensures that the place of delivery is accessible and available in time. The Customer who nevertheless wants Chesterfield to perform certain actions against the advice of Chesterfield is himself liable for any damage caused thereby.
7.5. If damage is found upon delivery of the Product, the Customer must mention this on the delivery note. In the event of a notification of damage, the Customer must sufficiently motivate which damages or defects there are and must send sufficient evidence to Chesterfield to enable Chesterfield to assess the validity of the notification. Products are deemed to have been delivered undamaged if this is not mentioned on the delivery note.
7.6. Agreed or communicated by Chesterfield delivery deadlines are indicative and will be taken into account as much as possible. In the event of exceeding communicated delivery deadlines, Chesterfield is not liable for any form of consequential damage.
7.7. Products offered for delivery must be accepted within 2 weeks. If the offered Products are not accepted after this term, they will be stored at the expense and risk of the Customer against payment of storage costs for 1 month. If the offered Products have not been accepted by the Customer after the expiration of this period, Chesterfield may consider the Purchase Agreement as cancelled and may also charge cancellation costs to the Customer in addition to storage costs.
7.8. Unless expressly agreed otherwise, the following applies to Business Customers:
a. Products are delivered by Chesterfield ExWorks (Incoterms 2010);
b. Transport of Products is at the expense and risk of the Business Customer;
c. Chesterfield is entitled to charge the Business Customer separately for any packaging and shipping costs;
d. Agreed or communicated by Chesterfield delivery deadlines of Products must be regarded as indicative and never as fatal. In the event of exceeding communicated delivery deadlines, Chesterfield is not liable for any form of consequential damage.
Article 8. Delivery of Services
8.1. After the Service Agreement has been concluded, Chesterfield will use its best efforts to carry out the Services as soon as possible, taking into account adequate care and craftsmanship.
8.2. Agreed or communicated by Chesterfield delivery deadlines are indicative and will be taken into account as much as possible. Delivery of services or parts thereof will take place when the activities performed, in the professional opinion of Chesterfield, meet what has been agreed.
8.3. The Customer is obliged to do and refrain from doing all that is reasonably desirable and necessary to enable proper and timely execution of the Services. In particular, the Customer ensures that all data, of which Chesterfield indicates that these are necessary or which the Customer reasonably should understand to be necessary for the performance of the Services, are timely provided to Chesterfield. Any period within which Chesterfield must execute the Service Agreement does not start earlier than after all requested and necessary data have been received by Chesterfield.
8.4. If the Customer knows or suspects that Chesterfield will have to take certain (extra) measures in order to meet its obligations, the Customer will inform Chesterfield thereof without delay.
8.5. Chesterfield is entitled to engage third parties in the performance of the Services. Any associated unexpected additional costs are only at the expense of the Customer if this has been agreed in writing in advance.
8.6. If Business Customer believes that the delivered does not meet the Service Agreement, Business Customer must notify this within seven calendar days after delivery. If Business Customer fails to indicate within the aforementioned term that the delivered (in its opinion) does not meet the Service Agreement, or if Business Customer takes the delivered, either in full or in part, into use, the delivered shall be deemed to comply with the Service Agreement and Chesterfield will no longer be obliged to comply or to compensate for any form of damage.
Article 9. Right of withdrawal
This article only applies to Consumers who have entered into a Distance Contract or an Outside Sales Facility Agreement with Chesterfield. Therefore, Business Customers are not entitled to a right of withdrawal.
The Consumer has the right to withdraw from the Agreement within 14 calendar days (the ‘reflection period’), free of charge and without giving any reason (‘rescission’).
For a Purchase Agreement, the reflection period begins on the day after the Consumer, or a third party appointed by him, who is not the carrier, has received the Product, or:
a. if the Consumer has ordered multiple Products in one order: the day on which the Consumer, or a third party appointed by him, has received the last Product;
b. if the delivery of a Product consists of several shipments or parts: the day on which the Consumer, or a third party appointed by him, has received the last shipment or part;
c. for Agreements for regular delivery of Products for a certain period: the day on which the Consumer, or a third party appointed by him, has received the first Product.
For Service Agreements, the reflection period begins on the day after the Service Agreement is concluded.
In order to exercise the right of withdrawal, the Consumer must inform Chesterfield BV, Franklinstraat 4a, NL 7903AC Hoogeveen, of his decision to withdraw from the Agreement in an unambiguous statement. The Consumer may use the model withdrawal form (included below), but is not obliged to do so. Only withdrawals sent in time can be exercised.
Consequences of withdrawal
If the Consumer withdraws from the Agreement, the Consumer will receive all payments made by the Consumer up to that moment, excluding delivery costs, promptly and in any case no later than 14 days after Chesterfield has been informed of the Consumer's decision to withdraw from the Agreement, from Chesterfield. Chesterfield will refund the Consumer using the same payment method as the Consumer used for the original transaction, unless the Consumer has expressly agreed otherwise; in any case, no costs will be charged to the Consumer for such a refund.
Chesterfield may wait with the refund until Chesterfield has received the Products back. The returned Products will only be refunded if they are properly packaged and received in undamaged condition by Chesterfield.
The Consumer must return the Products without delay, but in any case no later than 14 days after the day on which the Consumer informed Chesterfield of his decision to withdraw from the Agreement, to Chesterfield. The Consumer is in time if the Consumer returns the Products before the period of 14 days has expired.
The costs of returning the Products are borne by the Consumer.
The Consumer is only liable for the decrease in value of the Products that is the result of the use of the Products, which goes beyond what is necessary to determine the nature, characteristics and functioning of the Products.
If the Consumer has requested performance of Services with regard to a Service Agreement during the withdrawal period, the Consumer will pay an amount proportional to what, at the time the Consumer informed Chesterfield of his decision to withdraw from the Agreement, has already been provided compared to the full performance of the Agreement.
Exclusions of the Right of Withdrawal
The right of withdrawal does not apply to Purchase Agreements for the delivery of Products manufactured according to the specifications of the Consumer, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Consumer, or which are clearly intended for a specific person.
The right of withdrawal does not apply to Service Agreements, after performance of the Service Agreement, and insofar as the Service Agreement involves a payment obligation for the Consumer, if the performance has begun with the express prior consent of the Consumer and the Consumer has declared to waive his right of rescission (right of withdrawal) as soon as Chesterfield has fulfilled the Service Agreement.
Download your European model withdrawal form here
Article 10. Cancellation by Consumer
10.1. Consumers are entitled to cancel a Service Agreement at any time, and a Purchase Agreement up to the day the Product is shipped, by written notification to Chesterfield, in which case the Consumer is obliged to pay cancellation costs to Chesterfield of seventy (70)% of the cancelled order value (excluding shipping costs), or, if higher, the actual damage suffered by Chesterfield as a result of the cancellation.
10.2. The cancellation right granted to the Consumer in this article does not apply to custom-made products, i.e. Products manufactured according to the specifications of the Consumer, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Consumer, or which are clearly intended for a specific person.
Article 11. Cancellation by Business Customers
11.1. Business Customers are entitled to cancel a Service Agreement at any time and a Purchase Agreement up to the day the product is shipped, by written notification to Chesterfield, in which case the Business Customer shall be liable to pay Chesterfield a cancellation fee of seventy (70)% of the canceled order value (excluding shipping costs), or, if higher, the actual damage suffered by Chesterfield as a result of the cancellation.
11.2. The right of cancellation granted to Business Customers in this article shall not apply to custom-made products, i.e. products manufactured according to the specifications of the Business Customer, which are not pre-fabricated and which are manufactured on the basis of an individual choice or decision of the Business Customer, or which are clearly intended for a specific person.
Article 12. Retention of Title
12.1. Chesterfield shall retain title to all products delivered or to be delivered to the Customer until the purchase price for all relevant products has been paid in full. The reserved title shall also apply to any other related claims that Chesterfield has obtained from the Customer.
12.2. Chesterfield is entitled to take back the products delivered under retention of title if Chesterfield has good reason to fear that the Business Customer may fail in the fulfillment of its (payment) obligations. In such a case, the Business Customer shall grant Chesterfield the necessary access to the environment in which the products are located, or assist in obtaining the necessary access, in order to enable Chesterfield to exercise its rights. The Business Customer shall be credited for the products taken back in accordance with the market value at the time of repossession, as determined by Chesterfield, which in no case shall be higher than the original purchase price minus all costs incurred by Chesterfield in connection with the repossession of the products. Chesterfield is entitled to offset any outstanding claims with the amount to be credited.
12.3. The Customer is not allowed to pledge or encumber the products falling under the retention of title in any way.
Article 13. Conformity
With respect to the sale of products, Chesterfield is responsible for ensuring that the delivered product corresponds to the Agreement as well as possible. In this context, Chesterfield shall fulfill its obligations to the Customer with regard to (non-) conformity as well as possible. Since most of the products sold by Chesterfield are largely made of natural materials by hand, it is possible that the delivered products may deviate slightly in terms of dimensions, color, structure etc., which deviations are accepted in advance by the Customer and may not be cause for dispute.
Article 14. Liability
14.1. The provisions of this article only apply to Consumers insofar as permitted under applicable law.
14.2. The total liability of Chesterfield to the Customer for any attributable breach of an Agreement or otherwise is limited to compensation for direct damage. Direct damage shall be understood to mean exclusively: (a) reasonable costs to determine the cause and extent of the damage; (b) any reasonable costs incurred to make the performance of Chesterfield under the Agreement correspond to the Agreement; and (c) reasonable costs incurred to prevent or limit damage, provided that the Customer demonstrates that these costs have led to a reduction of direct damage.
14.3. The maximum amount for which Chesterfield may be liable is limited per event, in which a series of related events shall be considered as one event, to the amount owed by the Customer to Chesterfield under the Agreement. In no case shall the total compensation for any damage be more than two thousand five hundred euros per Agreement. Chesterfield shall never pay any other compensation than is expressly provided for in these conditions.
14.4. Any limitations of liability mentioned in the Agreement or General Terms and Conditions shall lapse if and insofar as the damage concerned is the result of intentional or conscious recklessness of the management of Chesterfield.
14.5. The liability of Chesterfield for any attributable breach of an Agreement shall arise only if the Customer puts Chesterfield in default in writing and in a timely and proper manner, stating a reasonable period to remedy the breach, and Chesterfield still fails to fulfill its obligations in an attributable manner after that period. The notice of default must contain a detailed description of the default so that Chesterfield is able to respond adequately.
14.6. A prerequisite for the existence of any right to compensation is that the Customer notify Chesterfield of the damage in writing and by registered mail as soon as possible after becoming aware of it. Any claim for compensation for the Customer shall lapse by the mere lapse of three months after the Customer became aware of, or should reasonably have been aware of, the damage.
14.7. Chesterfield is not liable for damage caused by causes that he did not know or should have known, such as damage as a result of the influence of building moisture, air humidity, indirect effects of sun / central heating pipes / stoves, etc.
Article 15. Force Majeure
Chesterfield is not obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure. Force majeure shall in any case include: internet outages, power outages, network attacks (such as DDoS attacks), domestic unrest, transportation blockades, strikes, supply stagnation, fire, flooding, import and export restrictions, and in the event that Chesterfield is unable to supply by its own suppliers, for whatever reason, so that fulfillment of the Agreement cannot reasonably be required of Chesterfield.
Article 16. Complaints and Disputes
16.1. If the Customer is not satisfied with the way Chesterfield has executed the Agreement, the Customer is requested to make this known in due time via the contact details mentioned on the website. Every report or complaint will be handled carefully and as soon as possible. This also applies to defects that have arisen after delivery due to use in accordance with the destination of the delivered Product. Failure to report in time may result in the Customer losing his rights in this respect.
16.2. Warranty provisions are only valid for use in accordance with the destination of the delivered Product. The Customer must behave as a good purchaser, which includes properly and sufficiently maintaining and treating the Product.
16.3. In case of complaints, the Customer grants Chesterfield the opportunity to inspect and/or repair the complaint by or on behalf of him. If a Complaint can be properly repaired, the Product does not have to be exchanged. The Customer must prevent or limit his Complaint as much as possible. Deviations in color, wear resistance, structure, etc. may limit the right to warranty if the deviations are acceptably according to usual standards from a technical point of view.
16.4. Complaints are not a reason for the Customer not to fulfill his payment obligations.
16.5. Unless otherwise agreed, showroom models are excluded from warranty.
16.6. A consumer resident in the European Economic Area and with whom Chesterfield has entered into an Agreement at a Distance or Agreement Outside the Sales Room may refer to a dispute committee via the European ODR Platform, which is available at: https://ec.europa.eu/consumers/odr/, if the consumer is not satisfied with the way Chesterfield has handled his complaint.
Article 17. Other provisions
17.1. Dutch law applies to purchase agreements. The applicability of the Vienna Sales Convention is excluded.
17.2. The choice of law from the first paragraph will not, in relation to Consumers, lead to the Consumer losing any protection that the Consumer enjoys on the basis of mandatory provisions of the country in which the Consumer has his normal residence, in accordance with Article 6 Rome 1 Regulation ((EC) 593/2008).
17.3. All disputes arising from agreements with Chesterfield will be submitted to the Dutch court in the district in which Chesterfield is established. Chesterfield will grant Consumers a period of one month after Chesterfield has invoked this provision (forum choice) in writing towards the Consumer, to choose a court authorized by law for the settlement of the dispute.
17.4. In relation to Business Customers, if a provision in these General Terms and Conditions is found to be invalid or is annulled, this does not affect the validity of the remaining General Terms and Conditions. In that case, the parties will agree on a new provision (s) to give effect to the purpose of the original provision as far as legally possible.
17.5. Under "written" communication by e-mail is also included in these General Terms and Conditions, provided that the identity of the sender and the integrity of the e-mail are sufficient.
17.6. Provisions that may not have been included in these General Terms and Conditions shall be deemed to be as close as possible to the intention of the articles mentioned in these General Terms and Conditions.
17.7. These General Terms and Conditions have been deposited with the Chamber of Commerce.
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