Article 1 – Definitions


Ideas 4 seasons : the private company with limited liability Ideas 4 seasons , also trading under the name IDEAS4SEASONS or any of its variations ;


Buyer: any counterparty of Ideas 4 seasons ;


Products: all goods and all Services delivered or to be delivered by Ideas 4 seasons  in the implementation of an Agreement;


Services: all work (in any shape and under any name) that Ideas 4 seasons  performs for the Buyer, together with the delivery of Products or not;


Agreement: any agreement concluded with the Buyer, any amendment or addition to that Agreement or further arrangement, as well as all acts, including legal acts, to prepare and/or perform that agreement.


Article 2 – Applicability


2.1     These terms and conditions of sale and delivery apply to all requests for an offer, orders and/or agreements regarding the sale and delivery of Products and/or the performance of Services and the execution thereof by Ideas 4 seasons .

2.2     Deviations from or additions to these terms and conditions of sale and delivery require the express written permission of Ideas 4 seasons . When an amendment and/or addition is agreed, the amendment or addition only applies to the agreement in question.

2.3     The applicability of any purchase conditions or other conditions of the Buyer is expressly rejected by Ideas 4 seasons , unless expressly otherwise agreed in writing.

2.4     If one or more provisions in these terms and conditions of sale and delivery are void or nullified, the other provisions will remain in full force. In the case of nullity or annulment, the parties will enter into discussions in order to agree on new provisions to replace the null and/or void provisions, whereby the purpose and meaning of the void or nullified provisions are taken into account as much as possible.


Article 3 – Agreement


3.1     All offers made by Ideas 4 seasons  are without any obligation. All examples, images, models and accompanying specifications of Products that are sent along with an offer from Ideas 4 seasons , shown by Ideas 4 seasons  or included on Ideas 4 seasons 's website only serve to give a general impression of what is offered. The Buyer cannot derive rights from deviations that are not considered by Ideas 4 seasons  to be an essential change of what is offered, and these do not give the Buyer the right to refuse payment or receipt of the Products delivered or Services rendered.

3.2     Ideas 4 seasons  retains the right to withdraw an offer made by it within two (2) days after acceptance of that offer. Acceptance of an offer made by Ideas 4 seasons  can only take place by means of a written notification from an authorised person.

3.3     If the acceptance deviates from the offer made by Ideas 4 seasons , this acceptance will be considered by Ideas 4 seasons  to be an invitation to make an offer. In that case, Ideas 4 seasons  will submit a new written offer, to which Articles 3.1 and 3.2 apply.

3.4     Furthermore, agreements will not become effective until an order is accepted by Ideas 4 seasons  or, if this is earlier, until Ideas 4 seasons  has started the implementation of the Buyer's order.

3.5     Ideas 4 seasons  has the right, without giving reasons, to refuse to accept orders or assignments or only to accept these subject to the condition that shipment takes place by cash on delivery or after advance payment.

3.6     Offers are once-only and do not apply to repeat orders.


Article 4 – Prices, invoicing and payment


4.1     Unless otherwise agreed in writing, the specified or agreed prices for delivery apply EXW Oss, the Netherlands (Incoterms 2020), and are exclusive of packaging costs and shipping costs, exclusive of loading and unloading and exclusive of VAT.

4.2     Ideas 4 seasons 's prices are based on the amount of wages, wage costs, national insurance contributions and government charges, cargo, insurance premiums, prices of raw materials, materials, auxiliary materials, exchange rates of foreign currency and of all other costs applicable during the offer or contracting date. In the case of an increase of one or more of these factors, Ideas 4 seasons  is entitled to increase the offer price or contracting price accordingly. If an order is given without a price agreed in advance, this order - with due observance of the provisions of Article 3.4 - will be carried out, independent of any delivery made previously, at the price applicable on the day the order was received.

4.3     On announcement of levies or special taxes after the agreement has been concluded, as well as in the event that these levies or taxes are adjusted in so far as they apply during the conclusion of the agreement, Ideas 4 seasons  has the right to increase the agreed price accordingly and to invoice the Buyer for that price increase, even if that price increase was already foreseeable at the conclusion of the agreement.

4.4     Payment must always take place upon ordering, or, if the Buyer has sufficient credit facility with Ideas 4 seasons , within thirty (30) days after the invoice date, unless otherwise expressly agreed in writing.

4.5     In the case of a late payment, Ideas 4 seasons  is authorised to postpone delivery of other Products sold to the Buyer until the Buyer has completely met its payment obligations, including payment of contractual interest and extrajudicial costs due.

4.6     If payment has not taken place on the 30th day after the invoice date, the Buyer is in default by operation of law without any notice of default required, and the Buyer will owe the statutory commercial interest rate under Section 6:119a of the Dutch Civil Code.

4.7     If the Buyer applies for a moratorium (or a similar foreign arrangement) or files a winding-up petition or a winding-up petition is filed against it or, in the event that it concerns a natural person, he is allowed to participate in the statutory debt management scheme for natural persons (or a similar foreign arrangement), the invoices due are immediately due and payable.

4.8     If the Buyer does not meet its payment obligations on the deadline, Ideas 4 seasons  is authorised to turn the claim over for collection. The extrajudicial and judicial costs - with a minimum of 15% of the outstanding sum - are for the account of the Buyer.


Article 5 – Delivery and delivery time


5.1     Unless expressly agreed otherwise in writing, Ideas 4 seasons  will deliver the Products in accordance with the delivery condition exw Oss the Netherlands the Netherlands, (Raben  warehouse) (Incoterms 2020).

5.2     If Ideas 4 seasons  arranges the transport at the Buyer's request, Ideas 4 seasons  will only do this on behalf of the Buyer and for the Buyer's account and risk. Ideas 4 seasons  excludes any liability for the assignments given by it in connection with the transport. If the Buyer has not given special instructions for the choice of carrier, Ideas 4 seasons  is entirely free in its choice.

5.3     Ideas 4 seasons  may decide to arrange for the transport of the Products to the Buyer for orders exceeding a value to be determined by Ideas 4 seasons . If Ideas 4 seasons  proceeds to do so, this will be considered to be a request of the Buyer to Ideas 4 seasons  to arrange the transport, whereby the risk will remain for the account of the Buyer.

5.4     The Buyer must then arrange for insurance for goods in transit. This insurance will never be included in the transport.

5.5     If Ideas 4 seasons  performs any customs formalities or similar actions for the Buyer in connection with the settlement of the purchase agreement, these actions will always be for the account and risk of the Buyer.

5.6     The Buyer guarantees to Ideas 4 seasons  that it has the required permits for the import and transit of Products bought by the Buyer, and the Buyer indemnifies Ideas 4 seasons  against all claims, taxes or penalties of third parties, including any national or international government, or any European authority.

5.7     Delivery periods indicated by Ideas 4 seasons  are without obligation and can never be considered deadlines.

5.8     Ideas 4 seasons  will never be in default by the sole expiry of the agreed delivery periods, but this always requires a written notice of default, in which Ideas 4 seasons  is given a reasonable period to meet its obligations.

5.9     Partial deliveries will be allowed at all times.



Article 6 – Non-acceptance


6.1     If it has not been agreed otherwise that delivery is EXW Oss, the Netherlands, (Raben  warehouse) (Incoterms 2020), the Buyer must pick up the Products bought by it after creation of the relevant agreement as soon as possible, in any case within 48 hours, or have them accepted by a carrier indicated by the Buyer, either in Oss, the Netherlands, unless otherwise agreed in writing.

6.2     If the Buyer for any reason whatsoever does not accept the Products offered by Ideas 4 seasons  for delivery or does not accept them in time, beyond Ideas 4 seasons 's control and power, the Buyer will be sent an invoice nevertheless and it will nevertheless be held to comply with the agreed payment conditions as if the Products delivered were accepted by it after all.

6.3     If the Buyer does not accept the Products delivered by Ideas 4 seasons , Ideas 4 seasons  will be authorised to store the Products at a site chosen by Ideas 4 seasons  for the account and risk of the Buyer. Ideas 4 seasons  will not be liable to compensate any loss - including but not limited to loss as a result of a decline in quality or weight - to the Buyer in connection with the non-acceptance of the Products delivered.

6.4     If, however, after the expiry of a limited storage period, which can be considered reasonable in view of the type of product, the Buyer has not taken delivery and the risk of loss of quality and/or deterioration of the products, in the opinion of Ideas 4 seasons , requires intervention in order to limit damage as much as possible, Ideas 4 seasons  is entitled to sell the products concerned to third parties. Non-performance by the Buyer does not release it from the obligation to pay the full purchase price. 


Article 7 – Complaints


7.1     On delivery, the Buyer is obliged to check the quantity and any damage visible on the outside of the Products delivered. If the Products are made available to a carrier, the Buyer must have these goods inspected by a person designated by it. If no person has been designated, the driver who accepts the Products on behalf of the Buyer will be deemed to inspect the goods on behalf of the Buyer.

7.2     The Buyer must submit complaints with regard to the quantity and any damage and/or defects visible on the outside in writing as soon as possible but in any case within 48 hours of delivery as referred to in Article 5, in the absence of which the quantities, stated on consignment notes, delivery notes, invoices or similar documents will be considered to be correct and the Products will be deemed to have been delivered without any damage visible on the outside. If the shortcomings in the quantity delivered are less than 10%, the Buyer will be obliged to accept the delivery in its entirety against a proportional reduction of the purchase price.

7.3     The Buyer must submit complaints regarding damage and/or defects that were not visible during delivery as well as any other complaints as soon as possible, but in any case within 5 days of delivery as referred to in Article 5, or within 5 days after any defects have been determined or could reasonably have been determined by the Buyer, in writing to Ideas 4 seasons , in the absence of which the Buyer will be deemed to have approved the delivery.

7.4     If the Buyer has any complaints with regard to the quality of the Products delivered, it must have the Products assessed by a sworn expert and must offer Ideas 4 seasons  the opportunity to have a counter-assessment carried out, at the same time or otherwise.

7.5     Complaints that have not been submitted to Ideas 4 seasons  in time or that have been submitted incorrectly do not have legal effect and release Ideas 4 seasons  from any liability.

7.6     If it is determined that the Products delivered do not comply with the agreement, also with observance of the provisions in the last sentence of Article 3.1, Ideas 4 seasons  will make every effort to deliver an alternative Product in consultation with the Buyer as soon as possible. The payment conditions as laid down in Article 4 will remain in full force.