Article 1: Applicability
These general terms and conditions of sale and delivery, hereinafter referred to as the 'terms', apply to all offers from, and to the agreements to be concluded and concluded with, HIS B.V., hereinafter referred to as 'HIS', registered with the Chamber of Commerce under CoC number 93858272, on the one hand and the Customer on the other.
In these terms, the 'Customer' means: a legal entity or a natural person acting in the exercise of a profession or business who receives an offer from HIS, has placed an order with HIS, and/or wishes to conclude or has concluded an agreement with HIS.
Deviations from these general terms or any part thereof are only valid if they are recorded in writing and signed by both parties.
Once a contract has been concluded subject to the applicability of these terms, these terms also apply in full to subsequent agreements.
Terms used by the Customer only apply to an agreement between the Customer and HIS if it has been expressly agreed in writing that these, to the exclusion of the present terms, shall apply to the agreement between the parties.
These terms may be amended by HIS at any time. The most recent (amended) general terms, as stated on its website, apply between HIS and the Customer.
Article 2: Offers
All offers from HIS are without obligation. HIS reserves the right to refuse an order without stating reasons.
An offer from HIS is valid for thirty (30) days after its date, unless a different validity period is stated in the offer or the validity period has been extended in writing by HIS before its expiry.
Images, product characteristics, technical properties and sustainability features stated in catalogues, brochures, websites and on social media only give an impression of the product. The Customer cannot derive any rights from them. Obvious errors or mistakes therein are not binding on HIS.
Article 3: The agreement
Agreements are not concluded until written acceptance by HIS, or as soon as HIS has started performing the order placed by the Customer. The foregoing also applies to any additional arrangements or changes made later, as well as agreements or undertakings.
In the event of a dispute about an agreement, the offer made by HIS is decisive, unless the parties have agreed otherwise in writing.
In the case of an offer or delivery based on a sample, the sample only serves to establish the average quality of the structure, appearance and colour of the product to be delivered.
The Customer warrants the correctness and completeness of the requirements, specifications, sizes/dimensions and instructions for the desired performance and other data provided by or on behalf of the Customer to HIS, on which HIS bases its agreement and the performance thereof. If the data supplied by the Customer are incorrect and/or incomplete, this is entirely for the Customer's account and risk.
HIS is not obliged to warn of, or to independently investigate, any inaccuracies in the order, defects and unsuitability of items originating from the Customer, and errors or defects in plans, drawings, calculations, specifications or execution instructions provided by or on behalf of the Customer.
In the case of a product provided by the Customer to HIS, for example for processing, drying or storage, the Customer warrants the condition of the product when it is handed over to HIS, and the product is held at HIS at the Customer's risk. The Customer must, if desired, insure the product against the usual risks.
HIS is entitled, upon or after entering into the agreement and before (further) performance, to demand security from the Customer that both the payment and the other obligations will be met.
A composite price quotation does not oblige HIS to perform part of the agreement for a corresponding part of the quoted price.
The Customer is not entitled to cancel an agreement in whole or in part. In the case of an agreement for an indefinite period, a written notice period of 2 months applies, unless otherwise agreed. Orders or projects already underway will then be settled by mutual consultation, but in all cases the costs already incurred are for the Customer's account.
The agreement may be (partially) dissolved by HIS as soon as the Customer fails to fulfil any obligation arising from the agreement or these terms. In that case HIS is not obliged to compensate any damage, but HIS is entitled to compensation for its damage due to the dissolution.
Article 4: Delivery and deadlines
Unless otherwise agreed in writing, delivery takes place at the moment HIS makes the product available to the Customer at HIS's business location or a place to be specified by HIS, and has notified the Customer thereof. From that moment the product is at the Customer's risk.
If it has been agreed in writing that the product will be delivered or shipped by HIS, or that HIS will assist therein (such as storage, loading, stowing or unloading), this is for the Customer's account and risk, even if carriage-paid delivery has been agreed and even if the carrier requires that the clause appear on waybills etc. that all transport damage is for the account and risk of the consignor. The Customer must insure properly against those risks. The product to be delivered by HIS is also at the Customer's risk from the moment the Customer is in default of taking delivery of the product (see also paragraph 9 of this provision).
All deadlines stated by HIS are merely indicative and are expressly not strict deadlines. A strict deadline can only exist if HIS has expressly agreed or confirmed in writing that a particular deadline is regarded as a strict deadline.
With regard to stated deadlines, HIS is only in default after it has been validly given notice of default including a reasonable period of at least 14 days within which HIS can still perform the agreement.
The delivery time only applies once the Customer and HIS have reached agreement in good time on all commercial and technical details, all information — including final and approved drawings and the like — is in HIS's possession, all items to be made available by the Customer have been received by HIS, the agreed (instalment) payment has been received in time, and the other conditions for performing the order have been met.
The delivery time no longer applies not only as a result of what is described in the previous paragraph, but also due to a change in the order, additional or reduced work, suspension by HIS, or other circumstances not attributable to HIS, including the circumstances described in Article 13. In those cases HIS may set a new delivery time, taking its planning into account.
Late delivery does not entitle the Customer to compensation, to full or partial dissolution of the agreement, or to suspension of any obligation towards HIS.
HIS is permitted to deliver in parts. If delivery is made in parts, HIS is entitled to invoice each part separately. In the case of cross-border deliveries, contrary to Article 73(2) and (3) of the Vienna Sales Convention, each delivery shall be regarded as a separate agreement.
If the Customer requests that the delivery of an order be handled differently from usual, e.g. shipment by express or by special transport, or if special packaging material is required, the associated costs will be charged to the Customer.
The Customer is obliged to (take back) accept the product within 14 days of the moment it is made available. By breaching this/these obligation(s), the Customer is immediately in default.
If the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the product will be transported and/or stored at the Customer's account and risk. For storage, a minimum of €0.25 per m³ per day (price as of 2026) will be charged to the Customer. This amount is indexed annually. Transport costs will be passed on.
If the product has not been collected by the Customer within the period set by HIS, HIS is entitled to proceed with its (private) sale, or to destroy or process it. In the case of a sale, the proceeds of the product will take the place of that product, whereby HIS reserves the right to set off outstanding invoices as well as the damage suffered and costs incurred as a result of the Customer's default against the proceeds of the sale.
Article 5: Prices and rates
Prices stated by HIS are exclusive of VAT and other government-imposed levies and other monies due to third parties. The prices are further based on delivery ex works or at a place to be specified by HIS, performance during normal working hours, and exclusive of packaging, storage and transport costs, costs for loading, stowing, unloading and assistance with customs formalities, unless stated otherwise in writing.
All wood processing such as drying, lacquering, planing, milling and sawing, as well as the transport of the wood, is for the Customer's account, unless otherwise agreed in writing.
HIS has the right to increase prices in the event of an increase in cost-determining factors occurring after the conclusion of the agreement but before delivery (such as, but not limited to, an increase in purchase costs, wages, transport costs, taxes and/or levies, increases due to statutory or other government measures and the like). This also applies in the case of cost-increasing circumstances as referred to in Article 7:753 of the Dutch Civil Code. The Customer must pay the price increase at HIS's first request.
In addition, HIS has the right to increase its prices and rates annually. The prices and rates stated in a long-term agreement may be changed per year and are indexed annually.
Article 6: Changes
HIS reserves the right to make minor adjustments to the agreement without thereby being liable for damages and/or without the Customer being entitled to cancel or (have) dissolve(d) the agreement.
If a change or addition to the agreement leads to additional work and extra costs or deliveries by HIS, these will always be charged to the Customer at the rates applicable at the time of the change and/or addition. If a change or addition to the agreement leads to a reduction of the order, this may lead to a reduction of the purchase price, but HIS reserves the right to charge the Customer the costs already incurred, the man-hours that cannot otherwise be used economically, as well as lost profit.
Article 7: Invoicing and payment
The Customer must pay the invoices received from HIS within 14 days of the invoice date, unless otherwise agreed in writing.
If the Customer fails to pay an invoiced amount on time, HIS has the right to suspend the performance of its obligations until all outstanding invoices have been paid, or to dissolve the agreement. HIS cannot be held liable for any damage the Customer suffers as a result of such suspension or dissolution.
After the Customer has nevertheless fulfilled its obligations, HIS will have available the delivery period that, taking into account the possibilities then existing at HIS's business and/or those of HIS's suppliers, is needed to deliver the goods.
If the payment term is exceeded, the Customer owes interest of 1.5% per month from the date on which the amount due became payable until the moment of payment, whereby part of a month is regarded as a full month. In addition, all collection costs, after the Customer is in default, both judicial and extrajudicial, are borne by the Customer. The extrajudicial collection costs are set at no less than 15% of the principal sum with a minimum of €300, without prejudice to HIS's right to compensation for other or full damage.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the Customer, HIS may suspend its obligations immediately until security for performance has been provided, and then HIS's claims against the Customer are immediately due and payable.
The Customer is not permitted to suspend payment of the invoice amount, to deduct any amount from the invoice amount to be paid, or to set off any amount against the invoice amount to be paid.
Article 8: Complaints
The Customer must (have someone) inspect the delivered product immediately upon delivery. The Customer must check whether the delivered item corresponds to the agreement, namely: whether the correct product has been delivered, whether the delivered product corresponds in terms of quantity (for example the number) to what was agreed, and whether the delivered product meets the agreed quality requirements or — if these are absent — the requirements that may be set for normal use and/or commercial purposes.
Any deviations as referred to in the previous paragraph must, on penalty of forfeiture of all rights and claims, be reported to HIS in writing within 48 hours after delivery has taken place, with a precise statement and description of the nature and grounds of the complaint, accompanied by clear digital photos of the product showing the defects, and stating the article and order or invoice number; failing which the product is deemed, in fact and in law, to comply with the agreement. In the case of non-visible defects, a period of 10 working days applies after the Customer has discovered, or could reasonably have discovered, a defect.
HIS must be given the opportunity, at first request, to investigate an alleged defect. The Customer must allow HIS to have the goods concerned inspected, possibly by an expert or an independent body. If the complaint is declared well-founded by the expert, the costs of the inspection are for HIS. If it is declared unfounded, the costs are for the Customer's account.
If the Customer has complained to HIS in good time and the complaint has been declared well-founded by HIS or an expert or independent body appointed by it, HIS is, at its option, only obliged to perform the work properly after all, to replace the delivered item in whole or in part, or to credit the Customer for a reasonable part of the (part of the) invoice amount to which the complaint relates.
If HIS chooses to perform the work properly after all or to replace the delivered item in whole or in part, the Customer will in all cases give HIS the opportunity to do so. HIS itself determines the manner and timing of execution. If the agreed performance (also) consisted of processing material supplied by the Customer, the Customer must supply new material at its own account and risk.
HIS only has to handle a complaint once the Customer has fulfilled all its obligations. A complaint does not suspend the Customer's payment obligation.
Complaints about an invoice from HIS must be made known in writing within 8 days of the invoice date, failing which the invoice is deemed correct and undisputed.
All rights, claims and demands of the Customer with regard to the product, on whatever basis, lapse at the first of the following moments: (a) late notification in accordance with this Article 9, or (b) on expiry of one (1) year after the start of the day of complaint.
Article 9: Right of retention and retention of title
To secure payment of everything the Customer owes or will owe to HIS on any basis whatsoever, HIS shall have a right of retention over all monies and goods of the Customer that HIS holds at any time.
Sale and delivery by HIS take place under extended retention of title. Title to the sold, delivered and to-be-delivered product, including those already paid for, is retained until all claims of HIS against the Customer have been satisfied — including interest and costs — arising from such an agreement, or from work performed and/or to be performed for the benefit of the Customer pursuant to such an agreement, as well as claims due to failure to perform such an agreement.
As long as title to the delivered item has not passed to the Customer, the Customer may not transfer ownership of the product concerned or grant any other security right to third parties for debts, loans or other financial arrangements.
The Customer is obliged:
a) to keep the product delivered under retention of title properly stored, as well as to mark it and/or keep it as recognisable property of HIS;
b) to pledge to HIS, at HIS's first request, all claims of the Customer against insurers with regard to the product delivered under retention of title, pursuant to Article 3:239 of the Dutch Civil Code;
c) to notify HIS immediately if third parties assert rights to the product delivered by HIS to the Customer, in the event that HIS still has an amount to claim from the Customer on the basis of the delivery of the product. In that case HIS is entitled to take the product concerned into its possession immediately. In such a case the Customer is liable for all costs this entails. HIS is obliged to redeliver this product only after HIS has been paid in full or adequate security has been provided for its claim(s).
HIS is entitled, if the Customer is late with payment or if there is good reason to assume that the Customer will not pay or will pay late or is or threatens to be in payment difficulties, to take its property into its possession and to sell it to third parties.
In the event that, pursuant to paragraph 1 of this article, HIS claims as its property the product subject to retention of title, the Customer hereby unconditionally and irrevocably grants permission to HIS, or to third parties to be designated by HIS, to enter all places where HIS's property is located and to take that property back if the Customer remains in default.
If the Customer fails to fulfil the obligations under this article (in good time), the Customer is in default and forfeits to HIS, without any further notice of default being required, an immediately payable penalty of 10% of the total outstanding claim, increased by 5% of the total outstanding claim per day for as long as the 'violation' continues, up to a maximum of 200% of the total outstanding claim, without prejudice to HIS's right to also claim full compensation. The Customer owes the penalty in the event of non-fulfilment of its obligations, without prejudice to HIS's right to claim performance of the Customer's (other) obligations under the agreement(s).
If HIS claims a product as its property and recovers it, HIS will send the Customer a credit note equal to the market value of the recovered product at the time of repossession. The market value is in any case equal to the sale value less the loss of value of the product and less the costs of recovering the product, or equal to the sale value of the product realised if the product has been sold to a third party via a private/public sale, less the costs of recovering the product, at HIS's option. Without prejudice to HIS's right to other compensation.
If and insofar as the country of destination of the product offers further options with regard to retention of title, those further options apply.
Article 10: Intellectual property
HIS is regarded as the maker, designer, deviser or inventor, respectively, of the works, models, signs or inventions created within the framework of the agreement. HIS has the exclusive right to apply for a patent, trademark or design.
The Customer shall refrain from any infringement of HIS's intellectual or industrial property rights and similar rights, and of confidential business information within the meaning of Article 1 of the Dutch Trade Secrets Protection Act, with regard to the product delivered by HIS to the Customer.
In particular, the Customer is prohibited from disclosing information provided by or on behalf of the Customer, such as offers, designs, images, drawings and know-how, of whatever nature and in whatever form, to one or more third parties.
If the Customer breaches an obligation under Article 11, the Customer is in default and forfeits to HIS, without any further notice of default being required, an immediately payable penalty of €1,000.00 per violation as well as a penalty of €1,000.00 per day (part), for as long as the violation continues, up to a maximum of €25,000.00, without prejudice to HIS's right to also claim full compensation and performance.
HIS is not liable for damage the Customer suffers as a result of an infringement of intellectual property rights. The Customer indemnifies HIS against any third-party claim relating to such an infringement.
Article 11: Liability and limitation
HIS is not liable for damage suffered by the Customer or by third parties, except and insofar as it can be demonstrated that there is intent or gross negligence and/or deliberate recklessness on the part of management.
HIS can in no event be held to compensate any damage that is a direct or indirect consequence of an event that is in fact beyond its control and thus cannot be attributed to its acts and/or omissions, such as those described in Article 13, among others but not exclusively, or that is the result of any act or omission of the Customer.
HIS is in no event liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business interruption, costs arising from an order to pay legal costs, interest and/or delay damage, damage as a result of defective cooperation and/or information provided by the Customer, and/or damage due to non-binding information or advice given by HIS the content of which does not expressly form part of the agreement.
The Customer is aware of and accepts that wood products may vary in colour and size and may move, as is usual with a natural product. HIS is not liable for such variations.
HIS is never liable for drawings and advice provided to the Customer insofar as this is part of an order and does not concern an explicit separate assignment. Such drawings and advice serve only as an extra service and are based solely on information obtained from the customer, without HIS having independently verified that information. Above all, HIS is not liable for the suitability, lack of fit, technical condition or aesthetic execution of the product.
Under all circumstances, the Customer is responsible for the correctness and completeness of the data it supplies. HIS is never liable for any damage caused (in part) because the data supplied by the Customer are incorrect and/or incomplete, or by following the instructions given by the Customer. In particular, HIS is not responsible for correct sorting by quality. Even if it does follow the Customer's instructions for this, this constitutes only a best-efforts obligation and never an obligation to achieve a result.
The Customer indemnifies HIS against any third-party claim in connection with (the use of) information provided by or on behalf of the Customer or items provided by the Customer. This includes, among other things, advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The Customer shall compensate all damage HIS suffers. This also includes the full costs of defence.
If the Customer or a third party makes changes to the product delivered by HIS, has used, processed, assembled or connected the product incorrectly/improperly, has used it contrary to the applicable instructions, if the product is unsuitable for the purpose for which it was purchased, or has been used for a purpose other than that for which it was bought, HIS excludes all liability with regard to its functioning and any (consequential) damage.
If HIS should be liable for any damage, HIS's total liability is limited to the amount paid out by HIS's insurer. If in any case the insurer does not pay out or the damage is not covered by the insurance, HIS's liability is limited, insofar as this is not contrary to a mandatory provision of law, to the net invoice value of the (part of the) delivered item to which the liability relates.
The period within which HIS can be held in writing to compensate damage is in all cases, on penalty of forfeiture of rights, limited to a period of one (1) month after the damaging event occurred. All claims for compensation lapse on expiry of one (1) year after the start of the day on which liability was invoked, if they are not brought before the court within this period.
Nothing in these terms is intended to exclude or limit HIS's liability if (i) this liability is due to the intent or gross negligence of HIS or of its managerial subordinates belonging to the management, or (ii) it concerns liability that cannot be excluded or limited on the basis of applicable mandatory law.
Article 12: Force majeure
Force majeure within the meaning of this article is equated with force majeure under Article 6:75 of the Dutch Civil Code. There is force majeure on the part of HIS in any event, but not exclusively, if, after concluding the agreement, HIS is prevented from fulfilling its obligations under the agreement or the preparation thereof as a result of (civil) war, war damage, danger of war, riot, blockade, boycott, natural disasters, an epidemic, a pandemic, a shortage of raw materials, obstruction and interruption of transport and transport problems, weather conditions, molestation, fire, water damage, flooding, ash cloud(s), strikes and company occupations (both organised and unorganised), import and export restrictions, government measures or government advice, changes in laws or regulations, defects in machinery, failures in the supply of energy, disruption of the internet, data network or telecommunications facilities, default of suppliers, illness among staff and/or absence of employees, equipment or facilities crucial for delivery, (cyber)crime and (cyber)vandalism, all both at HIS's business and at third parties, such as suppliers from whom HIS must obtain the required goods or parts thereof in whole or in part, as well as during storage or transport, whether or not under its own management. This list is not exhaustive.
During force majeure, HIS's delivery and other obligations are suspended. If delivery is delayed by more than 6 months due to force majeure, both HIS and the Customer are entitled to dissolve the agreement without judicial intervention, without any obligation to pay compensation arising in that case.
If, at the onset of force majeure, HIS has already partially fulfilled its obligations or can only partially fulfil its obligations, HIS is entitled to invoice the part already delivered or deliverable separately, and the Customer is obliged to pay this invoice as if it were a separate agreement.
HIS also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after HIS should have fulfilled its obligation.
Article 13: Competent court and applicable law
Dutch law applies to all agreements concluded with HIS and agreements arising therefrom.
All disputes arising from the agreement(s) concluded between the Customer and HIS and agreements arising therefrom, on whatever basis, shall be settled by the competent Dutch court of HIS's place of establishment, unless mandatory provisions of Dutch law preclude this. However, HIS is entitled to submit a dispute to the court competent according to the law or the applicable international treaty.