Terms and conditions of sale

KINNARPS (BELGIUM) NV - TERMS AND CONDITIONS OF SALE – VERSION 01.03.2026

1. Scope of application

1.1              These terms and conditions of sale apply to all offers, quotations, agreements for, and deliveries of products and/or services to customers (hereinafter: the ‘customer’) by KINNARPS (BELGIUM) NV, with registered office at 1780 Wemmel, Heide 15, registered in the register of legal entities under number 0450.808.092 (hereinafter: ‘KINNARPS BELGIUM’, ‘we’ or ‘us’).

2. Conclusion of the agreement

2.1              All price calculations, offers, and quotations from KINNARPS BELGIUM are valid for 60 calendar days from the date of the quotation, unless expressly stated otherwise in the quotation.

2.2              An agreement is concluded by written acceptance by the customer within the validity period, or by a written order confirmation by KINNARPS BELGIUM of an order from the customer. If the customer accepts the quotation after the validity period, KINNARPS BELGIUM reserves the right to revise the conditions. Amendments, additions, or oral commitments are only valid after written confirmation by KINNARPS BELGIUM.

3. Prices and payment terms

3.1              All prices are expressed in euros and exclusive of VAT and other charges, unless otherwise indicated.

3.2              All taxes, duties, and/or levies relating to the delivered goods or their transport, including new taxes introduced after the conclusion of the contract, are to be borne by the customer.

3.3              The transport of the goods is included in the price (Incoterms DDP) unless the order price is less than €150 (excl. VAT). In this case, a transport cost of €90 will be charged.

3.4              KINNARPS BELGIUM has the right to request an advance. Paid advances are definitively acquired and cannot be reclaimed by the customer. Advance invoices are payable in full. Delivery will only be scheduled once the advance has been paid.

3.5              Balance invoices are always payable within 30 calendar days of receipt of the invoice, unless otherwise agreed in writing. Disputes regarding invoices must, on pain of forfeiture, be notified to KINNARPS BELGIUM in writing and with sufficient justification within 8 calendar days of receipt of the invoice.

3.6              In the event of overdue payment, interest of 1% per commenced month is due by operation of law and without prior notice of default. Moreover, in the event that the invoice is wholly or partially unpaid, KINNARPS BELGIUM has the right, without notice of default, to claim a fixed compensation of 10% of the outstanding amount, with a minimum of €250.

3.7              In the event of non-payment of an invoice on the due date, all other claims against the customer that have not yet fallen due become immediately payable by operation of law and without prior notice of default. In that case, KINNARPS BELGIUM also reserves the right to suspend the execution of all current orders, without prior notice of default and without compensation for the customer.

4. Delivery and retention of title

4.1              The delivery period communicated by KINNARPS BELGIUM is always indicative. The mere exceeding of the indicative delivery period does not in itself constitute a breach of contract.

4.2              KINNARPS BELGIUM delivers the goods at the agreed place of delivery. If KINNARPS BELGIUM’s logistics service deems the use of an external moving lift necessary for a smooth and efficient delivery, these costs will be charged on. If the customer is not willing to bear the costs of the external moving lift, KINNARPS BELGIUM will deliver at ground level, excluding installation. For orders of at least €12.000 net, excl. VAT, the external moving lift will be made available free of charge.

4.3              The agreed place of delivery must be cleared in advance by the customer. For the removal of items that would hinder delivery, additional costs will be charged on a time and material basis at a rate of €64 per hour, per worker.

4.4              KINNARPS BELGIUM retains title to the delivered and/or ordered goods until full and effective payment of the principal sum and interest, costs, and taxes relating thereto. The customer is not entitled to dispose of, pledge, or otherwise encumber the goods as long as title has not passed. In the event of non-payment on the due date, KINNARPS BELGIUM has the right to take back the goods at the customer’s expense and to assert its right to damages.

4.5              The risk of loss or damage to the goods passes to the customer at the moment the goods are made available to the customer at the agreed place of delivery.

5. Installation

5.1              The assembly and/or installation of the goods delivered by KINNARPS BELGIUM forms part of the agreement, with the exception of wall and ceiling installation of acoustic elements and whiteboards. If the latter works are desired, this must be agreed in writing in the quotation.

5.2              KINNARPS BELGIUM reserves the right to engage subcontractors, in whole or in part, for the delivery, assembly and/or installation of the goods, without prior consent from the customer being required.

5.3              All installation involving the fixing of furniture or elements into a permanent structure is carried out exclusively under the supervision of the customer. KINNARPS BELGIUM cannot be held liable on any grounds for damage or loss resulting therefrom.

6. Complaints and warranties

6.1              The customer must inspect the delivered goods immediately upon receipt. Any visible defects or non-conformities must be reported in writing to KINNARPS BELGIUM within 48 hours of delivery. If the customer fails to submit a complaint within this period, the customer is deemed to have accepted the goods and any right to indemnity for visible defects lapses. In the event of visible defects or non-conforming delivery, the customer is entitled to repair or replacement of the goods, or to a proportionate reduction in the price, at the discretion of KINNARPS BELGIUM.

6.2              The customer acknowledges and accepts that the colours of the delivered goods may differ from the colours shown in the supplied photos and images. In addition, the goods may be subject to natural colour changes after delivery as a result of the properties of the material, exposure to light, air, or other environmental factors. Such colour variations and changes are not considered a defect or shortcoming in the goods and therefore cannot give rise to refusal of the goods, price reduction, termination of the agreement, or any form of damages.

6.3              KINNARPS BELGIUM indemnifies the customer against latent defects that render the goods unfit for their intended use, provided that the following conditions are met: (i) the defect was already present at the time of delivery, (ii) the defect was hidden, and (iii) the customer notifies KINNARPS BELGIUM of the latent defect in writing within 14 calendar days after discovering or reasonably being expected to have discovered the defect, and in any case within 5 years of delivery.

6.4              KINNARPS BELGIUM is not liable for defects or non-conformities resulting from improper use, normal wear and tear, or modifications or repairs carried out by the customer or third parties.

6.5              In the event of the sale of second-hand and stock furniture, no commercial or statutory warranty shall apply, with the exception of sales to consumers, for which a warranty period of one (1) year from the date of delivery shall apply in accordance with Belgian law. “Second-hand and stock furniture” shall mean: goods that have been previously used, originate from showrooms, project remainders, returns or stock clearance sales, and are not sold as new.

7.  Liability

7.1              The total liability of KINNARPS BELGIUM is limited to the lower of the following amounts: (i) the amount actually paid out under the applicable liability insurance, or (ii) the invoice value of the goods and/or services that gave rise to the damage, with an absolute maximum of €20.000.

7.2              KINNARPS BELGIUM can in no case be held liable for (i) indirect damage, consequential damage, or purely financial loss, including but not limited to loss of profit, loss of turnover, loss of production, loss of opportunities, reputational damage, or loss of data; (ii) damage or loss arising from or related to incorrect, careless, or improper use of the goods, (iii) damage or loss resulting from failure to comply with the instructions for use, maintenance, or storage, or resulting from normal wear and tear of the goods, (iv) incorrect, incomplete, or late provision of information by the customer.

The liability of KINNARPS BELGIUM is also excluded for damage or loss caused by KINNARPS BELGIUM’s subcontractors in the execution of installation, assembly, or any other works in immovable property. The customer bears responsibility for the supervision and inspection of such works and must address any damage or loss exclusively directly to the subcontractor concerned.

7.3              The customer acknowledges and accepts that all deliveries are made exclusively by KINNARPS BELGIUM. The natural persons within KINNARPS BELGIUM involved in the production, packaging, delivery, or installation of the goods and/or services (including directors and employees) cannot be held personally liable by the customer for any damage or loss arising from or related to the delivered goods or services, except in the case of fraud or intent to cause damage or loss. The customer expressly waives any possible direct right of action against the natural persons mentioned in this clause, regardless of the legal basis on which such a claim would be based.

7.4              Any claim against KINNARPS BELGIUM lapses definitively 5 years after delivery of the goods and/or services.

8. Termination

8.1              KINNARPS BELGIUM has the right to terminate the agreement with immediate effect and without prior judicial intervention by means of a registered letter in the following cases:

(a)       If the customer fails to fulfil their payment obligations within 15 calendar days after written notice of default;

(b)       In the event of bankruptcy, liquidation, cessation of payment, judicial reorganisation, or manifest insolvency of the customer;

(c)        If the customer refuses to accept the goods after two attempted deliveries;

(d)       In the event of repeated or serious breach of the customer’s contractual obligations (other than non-payment of the overdue invoice(s)), after written notice of default in which a reasonable period of at least 15 calendar days was given to remedy the breach.

8.2              In the event of termination of the customer, all outstanding invoices become immediately due and payable. In that case, the customer is also liable for fixed damages of 30% of the value of the uncollected order. The retention of title remains in full force for all delivered and not yet fully paid goods.

9. Force majeure and economic hardship

9.1              In the event of force majeure, the party invoking this clause shall be released from any contractual or non-contractual liability from the moment the event occurs, or – if the other party is not notified within 2 working days – from the moment such notification is given.

9.2              A force majeure event means, for example, but is not limited to, any of the following events: natural disasters; armed conflicts; social unrest (such as strike, lock-out, trade dispute, etc.), crimes (such as theft, vandalism, etc.); illness and epidemic; power and telecommunications interruption; economic factors (such as delivery delay, change in transport rates, shortage of (skilled) labour, raw materials or fuel); accidents (such as fire, explosion, machine breakdown); and government intervention (such as fiscal measure, expropriation, import and export embargoes).

9.3              The performance of the obligations affected by a force majeure event will , by mutual agreement, be suspended during the period in which the force majeure event continues.

9.4              In the event that a fundamental change in economic circumstances results in the performance of the contract imposing an unreasonable or disproportionate burden on one of the parties, the parties will consult to jointly agree on a fair adjustment of the contract.

10. General provisions

10.1            Nullity. The possible nullity or unenforceability of a provision of the general terms and conditions does not affect the validity or enforceability of the other provisions. An (entirely or partially) invalid or unenforceable provision is by operation of law and automatically replaced by a new, valid, and enforceable provision, with retroactive effect to the date of entry into force of the contract, which approximates as closely as possible the purpose (including the economic consequences) of the cooperation and the text of the original provision.

10.2            No termination for anticipatory breach. Reliance on any anticipatory breach is excluded.

10.3            No price reduction. In the event of a non-serious breach, the normal prices and fees remain in force, without the customer being able to claim a price reduction from KINNARPS BELGIUM.

10.4            Set-off. In the event of bankruptcy of one of the parties, mutual debts are set off, so that only the balance remains due.

10.5            Amendments. KINNARPS BELGIUM reserves the right to unilaterally amend these general terms and conditions. KINNARPS BELGIUM will inform the customer of these amendments by email or in another electronic form. Amendments will take effect 30 calendar days after written notification to the customer unless the customer objects in writing within this period. In the event of objection, the original terms and conditions will remain in force until a new agreement is reached or the cooperation is terminated. The continuation of the cooperation (which may be evidenced, among other things, by the placing of additional orders or the giving of instructions by the customer to KINNARPS BELGIUM) after the entry into force of the amendments is considered acceptance of the new terms and conditions.

11. Governing law and disputes

11.1            All disputes arising from a matter covered by these general terms and conditions are subject to Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.

11.2            The parties will attempt to resolve any dispute amicably. If no amicable settlement can be reached, the courts and tribunals of the district of the registered office of KINNARPS BELGIUM have exclusive jurisdiction to settle the dispute.