Terms & Conditions
Please note that by placing any order with us, you agree to be bound by these terms and conditions as set out below.
1. About this document:
1.1 This document sets out the terms and conditions of Vertical Village (“the Conditions”).
1.2 We may change these Conditions at any time. Those changes will not affect any orders already submitted by you.
2.1 In these Conditions the following terms shall have the following meanings:
– Business Day Monday to Friday, except bank or other public holidays
– Contract: the agreement formed when we agree to provide the Goods to you at the agreed Price, and which includes these Conditions
– Delivery Address: the Delivery Address provided by you to the Company
– Goods: the Goods ordered by you
– Price: the price of the Goods as notified by us when we agree to provide the Goods to you
– We/us: Vertical Village, a company registered in Netherlands, with company number : NL139470955B02
– You: any person or entity who orders Goods from us
3.1 These Conditions apply to all orders placed by you. Unless specifically agreed in writing, no other terms or conditions shall apply.
4.1 All price lists, brochures and catalogues are intended as a guide only and the price of all Goods shall be subject to confirmation by us when you place an order with us. Any offer we make to provide Goods at a certain Price shall only remain open for 14 days. After that period, our offer shall automatically be withdrawn.
5.1 The Contract between you and us under which we shall provide you with the Goods shall be formed when we have notified you of the Price of the Goods and you have agreed you wish to proceed in ordering the Goods.
6.1 All delivery costs shall be paid by you unless we agree otherwise in writing.
6.2 Delivery shall be to the Delivery Address selected or provided by you in the order. If no address was selected, then delivery shall be to the address at which your payment card is registered, or to any other address you have provided.
6.3 We do not accept liability for any damage to the Goods which occurs while in transit. All risk in the Goods shall pass to you when the Goods leave our warehouse.
6.4 All delivery times are approximate and may be subject to change. Any delay in delivery shall not give you the right to withhold payment, to refuse th receipt of the Goods, to receive any penalty or to terminate the Contract.
6.5 It is your responsibility to ensure that there is safe adequate access to the Delivery Address for the Goods you have ordered, taking into account the size, weight and bulk of the Goods you have ordered. If the Goods ordered cannot be off-loaded due to inadequate access, the Goods may be returned to our warehouse and we shall charge you any reasonable costs for returning the Goods to our warehouse.
6.6 It is your responsibility to ensure that you have measured the room and the access to the room correctly to ensure that there is adequate access taking into account the size, weight and bulk of the Goods you have ordered. If we are unable to deliver the Goods to the room due to the Goods being too big to fit through the interior of the Delivery Address including stairwells and doors, we shall return the Goods to our warehouse and charge you the costs we incur in so returning the Goods.
6.7 If you are not present to collect the Goods or you unreasonably refuse to take delivery of the Goods we may charge you our reasonable costs of returning the Goods to the depot, our reasonable costs of storage and our reasonable charge for redelivering the Goods to you.
7. Force majeure:
7.1 While we endeavour to complete all orders within the expected time, certain circumstances beyond our control may prevent this. These circumstances include strike, exclusion, transport difficulties, machine failure, fire, flood, default of suppliers, failure of suppliers to provide goods or components or similar. If such circumstances arise, we shall have the choice to (i) no longer provide the Goods and to provide you with a full refund; or (ii) to provide the Goods only once the relevant circumstances permit.
8. Payment terms:
8.1 You agree to pay the Price, delivery charges and any other charges agreed.
8.2 50% of the Price shall be paid in advance at the time of the order (unless otherwise agreed). The production of the order will not commence until this payment is received.
8.3 All invoices are payable at our registered office Vertical Village Netherlands and / or via the bank account as stated in the invoice. In the event of non-payment by the due date, we shall be entitled (i) to receive from you interest of 1% per month on all outstanding amounts (ii) to receive from you a further amount of 10 % of all outstanding amounts or 75 € (whichever is greater); and/or (iii) to suspend and/or terminate without notice all agreements with you (including this Contract) without compensation or return of any amounts paid under such agreements.
9. Defects and Complaints:
9.1 You must immediately inspect the Goods on arrival at the Delivery Address.
9.2 If you have any complaints about the nature, quantity, quality or exterior condition of the Goods, or any other complaint about the Goods which is reasonably apparent, you must advise us at the time of delivery and record it in the original copy of the transport documents and/or delivery report. You must provide us with written details by registered post within 8 days of delivery of the Goods.
9.3 If you have any complaints about any non-visible defect in the Goods, you must advise us by registered post immediately on discovery of the defect. Any return of the Goods shall be subject to our written agreement,
9.4 The acceptance of returned Goods is always subject to our discretion and does not indicate our agreement to the return. The existence of a complaint does not relieve you from your obligation to pay the Price on its due date.
9.5 Without limitation to the above, you will have no right to return Goods if:
(a) they were made to your specifications or are personalised to you; or (b) you have interfered with or modified the Goods in any way.
9.6 Nothing in these Conditions and no other term of the contract, will affect your statutory rights.
10.1 Until full payment of the Price, the Company retains ownership of the Goods and the Goods must be kept in their original condition.
10.2 In the event of late payment we have the right to retrieve the Goods from you at your risk and cost and without notice.
11.1 If you fail to perform any of your obligations under the Contract or comply with any of the warranties set out below, we shall have the right to terminate the Contract without notice. You shall be required to pay for any Goods already delivered to you and shall pay for all damages, with an absolute fixed minimum of 30% of the agreed price (or in the case of orders involving customised products or products made in a non-standard or custom colour, 50% of the agreed price).
12.1 The warranty shall be limited to a term of one year running from the date of the purchase and shall only apply if you notify us immediately on discovery of any defect in the Goods which is directly attributable to a design or manufacturing error. This warranty shall not apply if the defective Goods or parts have already been replaced by us.
12.2 This warranty shall be extended to a period of three years (from the date of the purchase) to all defects regarding the foam structure, but shall exclude small changes in the form and crease lines that are evident from normal use.
12.3 Any additional costs of claiming under this warranty such as taxes and shipping costs shall be borne by you.
12.4 On making a warranty claim, we shall investigate the alleged defect in the Goods. If the results of this investigation show that the Goods are defective as a result of our design or manufacturing, the Goods purchased shall be wholly or partially replaced by Goods of similar nature and quality.
12.5 No warranty will apply in the following non-limited circumstances:
(a) any improper use or abuse of the Goods, including any failure to comply with our instructions concerning the use of the Goods; (b) any lack of maintenance of the Goods;
(c) if the Goods have been used for a purpose for which they were not intended (d) in the event of failure to pay the Price.
12.6 In the event we carry out repairs, the warranty shall be limited to those repairs we agreed to perform or any replacement parts we agreed to supply in the Contract. We shall charge you for all adjustments, repairs, alterations and/or extensions unless they were agreed as part of the original Contract.
12.7 Colour tone differences between the models and the Goods as delivered may be due to the appearance of the products on a computer screen, the lighting of the products and the reflection of light in any pictures of the products.
12.8 The Polyurethane lining of the Company products is the result of a polymer system. This can result in some marks in the surface and in the edges of the polyurethane coating.
12.9 The Company’s products have a natural edge, used as base.
12.10 Customised orders (in form and / or colour) cannot be cancelled once they are put into production.
13. Intellectual Property:
13.1 All intellectual property rights arising from the execution of custom orders, including in or relating to any drawings, texts and designs, shall hereby be licensed by you to us on a non-exclusive, worldwide basis. You shall complete all acts and enter into any agreements necessary to comply with this clause.
13.2 You warrant that the manufacturing, production and final delivery of the Goods does not violate the intellectual property rights of any third party and you hereby indemnify us against all claims by third parties arising out of any allegation of breach of any third party’s intellectual property rights and you shall compensate us for damage (both direct and indirect) that we shall suffer.
13.3 You agree that the Company may discretionary use the Goods for its portfolio. By allowing the Company to use images, pictures of the Goods you will automatically transfer to the Company a licence to use them in order to promote the Company’s products and services.
14. No Liability for business losses and unforeseeable losses:
14.1 To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to the Goods. This does not affect your statutory rights as a consumer.
14.2 We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these Conditions for:
(a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or (b) any loss of goodwill or reputation; or
(c) any special or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter under the Conditions.
14.3 Nothing in these Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence.
15.1 Assignment by you: You may not transfer the benefit of the contract or any rights under it to anyone else without our prior written consent.
15.2 Assignment by the Company: We shall be entitled to assign the benefit of the Contract and any debts under the Contract.
15.3 Sub-contracting: We may sub-contract our obligations under the Contract.
15.4 Invalid Terms Each of the terms of the contract is separate and severable and if any term is held to be void or invalid, it shall be severed, and the remaining terms shall continue in full force.
15.5 Waivers We may on occasion, at our sole and absolute discretion, decide not to exercise or wait before exercising our rights. If we do so, we shall still be entitled to insist on the strict terms of the contract later on.
15.6 Law and Jurisdiction The contract shall be governed by and construed in accordance with the laws of The Netherlands.