Bliss Interior

General Terms of Delivery and Payment

Article 1 – Definitions

In these general terms and conditions, the following definitions apply:

The Trader: Bliss Interior, located at Rithsestraat 304, 4838 GD Breda, the Netherlands, who as seller enters or wishes to enter into an agreement with the Customer.
The Customer: the buyer / principal, or anyone who enters or wishes to enter into an agreement with the Trader.
Delivery (aflevering): the actual offering of the purchased and/or agreed items to the Customer.
Provision (levering): making the agreed items available, ready for use, as agreed.
Distance contract: an agreement concluded exclusively through one or more means of distance communication, up to and including the moment the agreement is concluded.
Services: the integrated interior design service offered by the Trader, including but not limited to interior design, render images, project management, product selection, procurement coordination, supplier management, logistics coordination, storage, transport, assembly, styling and delivery.

Article 2 – Applicability

These general terms and conditions apply to all legal relationships between the Trader and a Customer, including quotations, order confirmations, and oral or written agreements, also after termination of an agreement, unless the parties have explicitly deviated from these terms in writing. These general terms and conditions also apply to agreements between the Trader and the Customer for the performance of which third parties must be engaged by the Trader.
The applicability of any purchase or other terms and conditions of the Customer is expressly rejected. Such terms and conditions only apply if the Trader has agreed to them in writing.
If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions shall remain in full force. The Trader and the Customer shall then consult to agree on new provisions to replace the void or annulled provisions, taking into account, as far as possible, the purpose and intent of the original provisions.

Article 3 – Quotations

All quotations and offers made by the Trader are without obligation, unless an acceptance period is stated in the quotation. A quotation or offer lapses if the product to which it relates is no longer available in the meantime.
The Trader cannot be held to its quotations or offers if the Customer could reasonably understand that the quotation or offer, or any part of it, contains an obvious mistake or clerical error.
Prices stated in a quotation or offer include VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including travel, accommodation, shipping and administration costs, unless stated otherwise.
If the Customer's acceptance deviates from the offer contained in the quotation or offer, the Trader is not bound by it unless the Trader indicates otherwise.
The quotation states the payment terms, and any work not mentioned in the quotation does not fall under the agreement and may result in additional costs.
The Trader provides an integrated interior design service consisting of, among other things, interior design, render images, project management, product selection, procurement coordination, supplier management, logistics coordination, storage, transport, assembly, styling and delivery. The Customer acknowledges that the agreed price relates to the entire design and execution concept, and not solely to individual products forming part of the project. The value of the service is determined, among other things, by design, visualisation, product selection, supplier management, project coordination, logistics organisation, styling, knowledge, experience and execution.
The Trader is free to source products via distributors, manufacturers, wholesalers, professional procurement platforms, consumer channels or other sales channels, if in its judgment this best matches budget, availability, lead time, quality or project objectives. The Trader is not obliged to provide insight into cost prices, margins, trade discounts, supplier arrangements, commission agreements or the internal composition of rates. The Customer has no right of access to purchase prices, trade margins, supplier discounts, distribution agreements or supplier contracts. The Trader is entitled to replace products with equivalent alternatives if necessary due to availability, lead times, production circumstances, budgetary reasons or other circumstances requiring proper execution of the project, provided that the replacement products are reasonably equivalent in quality, functionality and appearance.

Article 4 – Delivery

If a deadline has been agreed or specified for the completion of certain work or for the delivery of certain items, this is never a strict deadline. If a deadline is exceeded, the Customer must give the Trader written notice of default and allow a reasonable period to still perform the agreement.
The Trader has the right to have certain work carried out by third parties.
The Trader is entitled to perform the agreement in different phases and to invoice the part performed in this way separately.
If the Trader requires information from the Customer for the performance of the agreement, the performance period does not commence until the Customer has provided this information to the Trader correctly and in full.
If the Customer fails to properly fulfil any obligation towards the Trader, the Customer is liable for all damage (including costs) on the part of the Trader arising directly or indirectly therefrom.
If the Trader agrees on a certain price when concluding the agreement, the Trader is nevertheless entitled to increase the price under the circumstances set out below, even if the price was originally stated without reservation:
- if the price increase results from an amendment to the agreement;
- if the price increase arises from a power vested in the Trader; or
- an obligation imposed on the Trader by law;
- in other cases (provided that a Customer who is not acting in the course of a profession or business is entitled to dissolve the agreement by means of a written declaration), if the price increase amounts to more than 10% and occurs within three months of the conclusion of the agreement, unless the Trader is then still willing to perform the agreement on the basis originally agreed, or if it has been agreed that delivery will take place more than three months after the purchase.
Render images, mood boards, atmosphere images, visualisations, presentations and design impressions are intended solely to visualise the design concept. They do not constitute an exact representation of the products ultimately to be delivered. Minor deviations in colour, material, dimensions, brands, accessories, layout or execution do not constitute a shortcoming. No rights can be derived from render images with regard to exact products, dimensions, materials, colours, brands, accessories or layouts.
After written approval of a design, render image, product proposal, product list or presentation, the Customer is deemed to have accepted the design concept and the aesthetic choices contained therein. Subsequent objections relating to taste, style, appearance or experience do not give rise to any right to dissolution, annulment, price reduction or compensation, insofar as the execution corresponds to the approved design.

Article 5 – Suspension

The Trader is entitled to suspend the performance of its obligations or to dissolve the agreement immediately and with immediate effect if:
- the Customer fails to fulfil its obligations under the agreement, or fails to do so in full or on time;
- circumstances which come to the Trader's attention after the conclusion of the agreement give good reason to fear that the Customer will not fulfil its obligations;
- the Customer was asked, when concluding the agreement, to provide security for the fulfilment of its obligations under the agreement, and this security is not provided or is insufficient;
- as a result of delay on the part of the Customer, the Trader can no longer reasonably be required to perform the agreement on the originally agreed terms, in which case the Trader is entitled to dissolve the agreement;
- circumstances arise of such a nature that performance of the agreement is impossible, or that unaltered maintenance of the agreement cannot reasonably be required of the Trader.
If the dissolution is attributable to the Customer, the Trader is entitled to compensation for the damage, including costs, arising directly and indirectly therefrom.
If the agreement is dissolved, the Trader's claims against the Customer become immediately due and payable. If the Trader suspends the performance of its obligations, it retains its rights under the law and the agreement.
If the Trader proceeds to suspension or dissolution on the grounds set out in this article, it is in no way obliged to compensate any damage or costs arising therefrom in any way, nor is any indemnification due.
If the agreement is terminated prematurely by the Trader, the Trader will, in consultation with the Customer, arrange for the transfer of work still to be carried out to third parties, unless the termination is attributable to the Customer. Unless the premature termination is attributable to the Trader, the costs of transfer will be charged to the Customer. The Trader will inform the Customer in advance, as far as possible, of the extent of these costs. The Customer is required to pay these costs within the period specified by the Trader, unless the Trader indicates otherwise.
In the event of liquidation, (an application for) suspension of payment or bankruptcy, attachment — insofar as the attachment has not been lifted within three months — levied against the Customer, debt restructuring, or any other circumstance as a result of which the Customer can no longer freely dispose of its assets, the Trader is free to terminate the agreement immediately and with immediate effect, or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. The Trader's claims against the Customer become immediately due and payable in such case.
If the Customer cancels a placed order in whole or in part, the items ordered or already manufactured for it, increased by any associated transport, removal and delivery costs and the labour time reserved for the performance of the agreement, will be charged to the Customer in full.

Article 6 – Force Majeure

The Trader is not obliged to fulfil any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that is not due to its fault, and is not attributable to it by virtue of law, a legal act, or generally accepted standards.
Force majeure within the meaning of these general terms and conditions means any external cause, foreseen or unforeseen, over which the Trader has no influence, but which prevents the Trader from fulfilling its obligations. The Trader is also entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the Trader should have fulfilled its obligation.
The Trader may suspend its obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
If, at the time force majeure occurs, the Trader has already partially fulfilled its obligations under the agreement, or will be able to fulfil them, and the part that has been or is to be fulfilled has independent value, the Trader is entitled to invoice the part already fulfilled, or to be fulfilled, separately. The Customer is required to pay this invoice as if it were a separate agreement.

Article 7 – Cancellation

If the Customer cancels the agreement, work already carried out remains payable in full. The Customer is also obliged to fully reimburse all products already ordered, custom-made products, storage costs, transport costs, supplier cancellation costs, reserved assembly capacity and other project costs. If the actual damage exceeds the aforementioned amounts, the Trader is entitled to compensation for the full damage. Custom-made items are understood to include specially selected products, custom-made parts, personalised compositions and products specifically purchased for the Customer.

Article 8 – Payment

Unless otherwise agreed, the following applies:

Phase 1

100% payment of the design and render phase in advance.

Phase 2

After approval of the design, the principal receives an advance invoice for the execution of the project. Upon receipt of this payment, Bliss Interior is entitled to place orders and enter into commitments with suppliers.

Phase 3

The remaining amount must be paid in full no later than prior to delivery, assembly or completion. By paying the execution invoice, the principal irrevocably instructs the placing of orders and the entering into of commitments with suppliers. Bliss Interior is entitled to suspend work until full payment has been received.

If a price change occurs after the agreement with the Customer has been concluded but before delivery, this change will not affect the agreed price if it occurs within three months of the conclusion of the agreement. Price changes after the aforementioned period of three months will be passed on to the Customer. The Customer then has the option to agree to the changed price or to cancel the agreement. This is only different if, when concluding the agreement, the Trader stated that the delivery time is longer than three months. The above provisions on price changes do not apply to price changes in the context of clearance sales, closing-down sales, showroom models, discounts, promotions, special offers and the like.
Payment must always be made within 14 days of the invoice date, in the manner indicated by the Trader, in the currency in which the invoice was issued, unless the Trader has indicated otherwise in writing.
If the Customer fails to pay an invoice on time, the Customer is in default by operation of law. The Customer then owes interest. In the case of a consumer purchase, the interest equals the statutory interest rate. In other cases, the Customer owes interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. Interest on the amount due will be calculated from the moment the Customer is in default until the moment the full amount due has been paid.
The Trader has the right to apply payments made by the Customer first to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest.
The Trader may, without thereby being in default, refuse an offer of payment if the Customer specifies a different order for the allocation of the payment. The Trader may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
Objections to the amount of an invoice do not suspend the payment obligation.
If the Customer fails or defaults in the (timely) fulfilment of its obligations, all reasonable costs of obtaining payment out of court are for the account of the Customer. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if the Trader has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will likewise be recovered from the Customer. The Customer also owes interest on the collection costs due.

Article 9 – Retention of Title

All items delivered by the Trader under the agreement remain the property of the Trader until the Customer has duly fulfilled all obligations under the agreement(s) concluded with the Trader.
Items delivered by the Trader that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Customer is not authorised to pledge or otherwise encumber the items subject to retention of title.
The Customer must always do everything that may reasonably be expected of it in order to safeguard the Trader's ownership rights.
If third parties seize the items delivered subject to retention of title, or wish to establish or exercise any rights thereon, the Customer is obliged to notify the Trader immediately.
The Customer undertakes to insure the items delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as theft, and to provide the Trader with the insurance policy for inspection upon first request. In the event of any insurance payout, the Trader is entitled to those proceeds. To the extent necessary, the Customer hereby undertakes towards the Trader in advance to cooperate with everything that may be necessary or desirable in this regard.
Should the Trader wish to exercise its ownership rights as referred to in this article, the Customer hereby grants in advance unconditional and irrevocable permission to the Trader and to third parties designated by the Trader to enter all locations where the Trader's property is located and to repossess those items.

Article 10 – Warranties and Conformity

The delivered item must possess the properties that the Customer may reasonably expect under the agreement for normal use (conformity). This also applies to special use insofar as the parties provided for this when concluding the agreement. If these expectations are not met, the Customer is entitled to repair or replacement, dissolution and/or price reduction, as applicable. The right to replacement does not apply to the Customer insofar as the defect can reasonably be repaired.
If the manufacturer of the items provides an extended warranty to the Trader, this warranty also applies to the Customer. Warranty provisions only apply when the delivered items or the work carried out are used for their intended purpose. The Customer is obliged to act as a good customer, which includes, for example, ensuring that the item is properly and adequately maintained and handled with care. Deviations in the delivered items relating to colour, wear resistance, structure and the like, which are technically acceptable according to applicable, customary standards or trade practice, may limit or exclude the right to warranty and/or compensation. Deviations in colour, structure, finish, material perception or other aesthetic characteristics that are customary within the interior design industry according to prevailing views, and that reasonably arise from product properties, samples, render images or product presentations, do not constitute non-conformity.
Any statements made by the Trader regarding the marketability, rentability, market position, investment potential, increase in value or return of a property are indicative only. The Trader provides no guarantee in this respect.

Article 11 – Liability

If the Trader should be liable, this liability is limited to what is regulated in this provision.
The Trader is not liable for any damage of any kind resulting from the Trader having relied on incorrect and/or incomplete information provided by or on behalf of the Customer.
The Trader is only liable for direct damage.
Direct damage is understood to mean exclusively:
- the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to bring the Trader's defective performance into conformity with the agreement, insofar as these can be attributed to the Trader;
- reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs led to a limitation of direct damage as referred to in these general terms and conditions.
The Trader is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption or other forms of stagnation. In the case of consumer sales, this limitation does not extend further than is permitted under Article 7:24(2) of the Dutch Civil Code.
If the Trader should be liable for any damage, the Trader's liability is limited to a maximum of three times the invoice value of the order, or at least to that part of the order to which the liability relates.
The Trader's liability is in any case always limited to the amount paid out by its insurer in the relevant case. If no payment is made under any insurance policy, liability is limited to a maximum of the invoice amount of the part of the agreement to which the liability relates.
The limitations of liability contained in this article do not apply if the damage is the result of intent or gross negligence on the part of the Trader or its managerial subordinates.

Article 12 – Limitation Period

By way of derogation from the statutory limitation periods, the limitation period for all claims and defences against the Trader and the third parties engaged by the Trader in the performance of the agreement is one year.
The provision in paragraph 1 does not apply to claims and defences based on facts that would justify the assertion that the delivered item does not conform to the agreement. Such claims and defences become time-barred two years after the Customer has notified the Trader of such non-conformity.

Article 13 – Transfer of Risk

The risk of loss, damage or depreciation passes to the Customer at the moment the items are brought under the Customer's control.

Article 14 – Indemnification

The Customer indemnifies the Trader against any claims by third parties who suffer damage in connection with the performance of the agreement, the cause of which is attributable to a party other than the Trader.
If the Trader is held liable by third parties as a result, the Customer is obliged to assist the Trader both in and out of court and to do everything that may be expected of it without delay. Should the Customer fail to take adequate measures, the Trader is entitled, without notice of default, to do so itself. All costs and damage incurred by the Trader and third parties as a result will be borne entirely by, and at the risk of, the Customer.

Article 15 – Intellectual Property

All intellectual property rights, including copyrights, relating to designs, render images, mood boards, presentations, product lists, drawings, visualisations, concepts and other documents produced by the Trader belong exclusively to the Trader.

The Customer is not permitted, without the Trader's prior written consent, to:

publish these documents;
reproduce these documents;
make these documents available to third parties;
use these documents commercially;
use these documents for sales brochures, real estate presentations, estate agent websites, rental platforms, social media or other commercial purposes.

In the event of a breach, the Customer forfeits an immediately payable penalty of €5,000 per breach, increased by €250 for each day the breach continues, without prejudice to the Trader's right to claim full compensation.

Article 16 – Applicable Law

Dutch law exclusively applies to all legal relationships to which the Trader is a party, even if an obligation is performed wholly or partly abroad, or if the party involved in the legal relationship is domiciled there.
The applicability of the Vienna Sales Convention is excluded. Disputes will be submitted to the competent court of the Zeeland-West-Brabant District Court.

Article 17 – Location and Amendments to These Terms

These terms and conditions have been filed with the Chamber of Commerce for Southwest Netherlands, located at Ceresstraat 1, 4811 CA Breda.
The most recently filed version, or the version that applied at the time the legal relationship with the Trader was established, shall always apply.
The Dutch text of these general terms and conditions shall always be decisive for its interpretation.

Article 18 – Company Information

Bliss Interior is registered in the trade register in Breda under number 61769347. VAT identification number: NL001641997B50.