6. ACCEPTANCE, INSPECTION AND COMPLAINTS
6.1 The Buyer must take Delivery of the Products immediately upon presentation. All costs incurred by Inter IKEA relating to the Buyer’s refusal to take Delivery, or delay in taking Delivery of the Products are for the Buyer’s account, including costs of transportation and storage. If the risk for loss or damage to the Products has not yet been transferred to the Buyer according to the applicable Incoterm, such risk shall in any event transfer to the Buyer on the moment of refusal to take Delivery and the Buyer shall be deemed to have taken Delivery.
6.2 If the Buyer is not a Consumer, immediately upon acquiring physical possession of the Products, but no later than 30 days thereafter, the Buyer shall conduct a thorough inspection of the Products (the “Initial Inspection”) and notify in writing any lack of conformity to Inter IKEA. For any lack of conformity that could not reasonably have been detected by the Buyer during the Initial Inspection and which becomes apparent within 2 years thereafter, the Buyer shall notify in writing to Inter IKEA immediately, but in no event later than 2 months of the date on which the Buyer detected such lack of conformity. Should the Buyer fail to comply with any of the above requirements, the respective Products shall be deemed as accepted by the Buyer, and the Buyer shall have no further claims against IKEA for non-conformity. The Buyer shall compensate Inter IKEA for any and all costs incurred as a result of or in relation to any non-justified claim or any claim that does not comply with the above requirements.
6.3 If the Buyer is a Consumer, the Buyer acknowledges and agrees that (i) any notification for lack of conformity of the Products and (ii) Inter IKEA’s liability for any lack of conformity of the Products is governed by the provisions of Directive (EU) 2019/771 and the Dutch Civil Code, as amended from time to time. Contractual remedies shall be limited to those provided under the Directive and by law, except as explicitly agreed otherwise in writing by the Parties.
6.4 The Buyer, either a Consumer or not, acknowledges and agrees that Inter IKEA does not provide commercial guarantees, express, implied, or statutory, beyond those explicitly stated in this Agreement or agreed in writing by the Parties.
6.5 When notifying a lack of conformity, the Buyer shall specify the damage or defect detected, the number and date of the respective delivery documents and/or invoice and the circumstances under which such damage or defect became apparent.
6.6 The Buyer must keep all Products under claim available to Inter IKEA for the purpose of inspection and/or examination and in the condition which such Product was in at the time at which the damage or defect was discovered. The Buyer must give Inter IKEA the opportunity at all times to assess the complaint and to address any shortcoming.
6.7 For justified or accepted claims, Inter IKEA shall, at its sole discretion, either (i) supply additional Products or replace the claimed Products at its expense, subject to availability of those Products or (ii) refund the invoiced amount partly or in full, as applicable, or issue a credit note. Any and all further claims or demands of the Buyer on whatever legal basis are hereby rejected, except to the extent required by mandatory law.
6.8 Inter IKEA will not accept any claims for damage or defects caused to Products, in whole or in part, by:
6.8.1 freezing, corrosion, cracking, overheating, warping, flooding, moisture intrusion or any other condition caused by, or related to, weather or climate conditions;
6.8.2 misuse, modification, failure to install or operate the Products; or
6.8.3 use of electrical appliances on an incompatible voltage or unstable power grid.
6.9 The Buyer will not return the claimed Product to Inter IKEA without the prior written approval of Inter IKEA and on conditions to be determined in writing by Inter IKEA.
6.10 Complaints or defects do not give the Buyer the right to suspend payment obligations or other existing obligations towards Inter IKEA, unless the Buyer is a Consumer.
6.11 The Buyer agrees that Inter IKEA may apply by way of set-off an amount equal to any monies or other liability owed from time to time by the Buyer to Inter IKEA, against any monies owed by Inter IKEA to the Buyer.
7. RIGHT OF WITHDRAWAL
7.1 If the Buyer is a Consumer, the Buyer has the right to withdraw from the Agreement within 14 calendar days from: (i) the day on which the Consumer or a third party other than the carrier and indicated by the Consumer acquires physical possession of the Products; or (ii) in the case of multiple Products ordered by the Consumer in one order and delivered separately, the day on which the Consumer or a third party other than the carrier and indicated by the Consumer acquires physical possession of the last Product.
7.2 The Consumer shall inform Inter IKEA of its decision to withdraw from the Agreement as set in clause 7.1 before the expiry of the withdrawal period. For this purpose, the Consumer may either: (i) use the model withdrawal form as set out in Annex I(B) of the Directive 2011/83/EU, as amended; or (ii) make any other unequivocal statement setting out their decision to withdraw from the Agreement via, e.g., a letter sent by post or an e-mail to the following address:
Inter IKEA Systems B.V.
Att. International Sales Department
Olof Palmestraat 1
2616 LN Delft, the Netherlands
E-mail: [email protected]
Returning the Products without comment to Inter IKEA or the mere refusal to accept the Products are not sufficient for the exercise of the right of withdrawal.
7.3 In case the Consumer exercises the right of withdrawal as set in clause 7.1, Inter IKEA shall:
7.3.1 reimburse all payments received from the Consumer, without undue delay and in any event not later than 14 days from the day on which it is informed of the Consumer’s decision to withdraw from the Agreement in accordance with clause 7.1;
7.3.2 not be required to reimburse the supplementary costs, if the Consumer has expressly opted for a type of delivery other than the one offered by Inter IKEA;
7.3.3 withhold the reimbursement until it has received the Products back, or until the Consumer has supplied evidence of having sent back the Products, whichever is the earliest.
7.4 In case the Consumer exercises the right of withdrawal as set in clause 7.1, the Consumer shall:
7.4.1 send back the Products or hand them over to Inter IKEA or to a person authorised by Inter IKEA to receive the Products, without undue delay and in any event not later than 14 days from the day on which they have communicated its decision to withdraw from the Agreement to Inter IKEA in accordance with clause 7.1;
7.4.2 bear the direct cost of returning the Products, including, without limitation, reimportation costs, which shall not be reimbursed by Inter IKEA.
7.5 The right of withdrawal does not apply to Products which are custom-made to the Consumer’s specifications.
7.6 The Consumer will be liable for any diminished value of the returned Products, resulting from any handling thereof other than as necessary to reasonably establish the nature, characteristics and functioning of the Products. The Consumer will reimburse Inter IKEA for the diminished value of the Products. Inter IKEA has the right to send the Consumer an invoice for, or to set off against any payments made by Inter IKEA to the Consumer under clause 7.3, an amount equivalent to such diminished value.
8. FORCE MAJEURE
8.1 Inter IKEA will not be deemed to be in breach of the Agreement for any delay in performance or Delivery, or other non-performance of its obligations under the Agreement as a result of a circumstance beyond its reasonable control, or any event for which it is not to blame, or for which pursuant to law, legal acts or generally held opinion, it is not responsible, including but not limited to:
8.1.1 fire, flood, pandemic, piracy, explosion, war, riots, governmental action or inaction or a request of any governmental, regulatory or administrative authority;
8.1.2 inability to obtain, or shortage of fuel, water, gas equipment, transportation or materials, or accident to, or breakage of, machinery or apparatus; or
8.1.3 strikes, labour disputes or a stagnated product supply,
(“Force Majeure”).
8.2 If Force Majeure or other extraordinary circumstances, either at Inter IKEA or at its suppliers or (sub)contractors, prevent Inter IKEA from complying, or complying in a timely manner, with its obligations under the Agreement, it has the right to perform the obligations concerned within a reasonable period, or, if compliance within a reasonable period is not possible, to declare the Agreement terminated either in whole or in part, and Buyer will not be entitled to any compensation for investments or other costs made in relation to the Agreement, nor for goodwill, loss of income or any other form of damages.
9. PAYMENT AND SECURITY
9.1 Payment must be made in Euros, in accordance with these Terms and the relevant Agreement and invoice. The amounts shown on the invoice shall be due and payable without any form of deductions, settlement or postponement, by crediting the amount concerned to one of the accounts stated on the invoice. Any loss as a consequence of the volatility in exchange rates is for the Buyer’s account.
9.2 No claim or invoice-discussion shall entitle the Buyer to suspend the payment of the related invoice. The Buyer must inform Inter IKEA of any complaints with regard to any Inter IKEA invoice(s) in writing and in no event later than three months after the invoice date. If the Buyer fails to submit a written complaint against the invoice within this period, the invoice will be deemed to fully and correctly represent the relevant transaction.
9.3 The Buyer must pay the invoice amounts in full by the payment deadline agreed with Inter IKEA. For payments by bank, the date on which the bank account of Inter IKEA is credited, will be deemed to be the payment date. Failure to pay the price by the due date constitutes a material breach of these Terms.
9.4 If the Buyer fails to make a payment on time or in full, the Buyer will owe Inter IKEA interest at a rate of 1% per month. Any portion of a month will be treated as a full month for the purpose of this calculation. The interest will be applied to the outstanding invoice amount, starting from the due date up to and including the date of full payment.
9.5 Any costs that Inter IKEA incurs to collect any late or incomplete payment, including any extrajudicial costs, will be for the expense of the Buyer. The extrajudicial costs will be set at the greater of: (i) 15% of the principal amounts that are owed; (ii) or 750 Euros.
9.6 Each payment by the Buyer will be applied first towards payment of the interest owed and then to payment of the collection charges, except for legal costs. Only once the interest and any collection charges have been paid in full will any payments by the Buyer be used towards reducing the principal amount owed, starting with the oldest invoice.
9.7 Inter IKEA is entitled to demand payment (in full or in part) prior to, or upon, Delivery of the Products.
9.8 Inter IKEA may refuse Delivery if there are doubts about the creditworthiness of the Buyer or due to other business reasons, at Inter IKEA’s reasonable discretion.
10. LIABILITY AND INDEMNIFICATION
10.1 The Buyer guarantees that the measurements, requirements, specifications and other data notified by it, or on its behalf, to Inter IKEA are correct and complete and indemnifies Inter IKEA against all damage and losses Inter IKEA may suffer in case of incorrect or incomplete data.
10.2 Inter IKEA shall not be liable for any consequential loss or damage caused by Products delivered by Inter IKEA under these Terms, unless the Buyer can demonstrate that the loss or damage was caused by an intentional act or omission, or gross negligence, on the part of Inter IKEA, in which case the liability of Inter IKEA will be limited to the sale value of the Product that caused the consequential loss or damage sustained by the Buyer.
10.3 The aggregate liability of Inter IKEA in connection with each Agreement to the Buyer for any loss or damage of whatever nature and whatever cause shall be limited to and in no circumstances, shall exceed (i) the price of the Products concerned or (ii) if the Products are delivered in instalments, the price of the instalment of the Products concerned.
11. TERMINATION
If the Buyer fails to comply with any of its obligations ensuing from the Agreement, or fails to do so in a timely or proper manner, including in the event of its bankruptcy or application for bankruptcy, moratorium or application for a moratorium or total or partial takeover or liquidation of the Buyer’s company, the Buyer will be considered in default by operation of law and Inter IKEA will have the right either to defer the performance of the Agreement partly or in its entirety, or to declare the Agreement terminated in part or in whole, without judicial intervention, and without prejudice to any further rights accruing to Inter IKEA, including the right to demand full payment of damages.
12. INTELLECTUAL PROPERTY
12.1 The intellectual property rights to, or in connection with, the Delivered Products will remain with Inter IKEA or with the applicable licensors or other third parties and will not be transferred to the Buyer.
12.2 The Buyer acknowledges and agrees that any trademark rights, copyrights and any other right in trademarks, designs, product names or symbols applied upon or used in connection with the Products or parts thereof, along with the goodwill related thereto, belong to Inter IKEA without compensation of any kind. Furthermore, the Buyer undertakes not to impede or otherwise obstruct Inter IKEA’s activities concerning registration or use of Inter IKEA’s trademarks.
12.3 The Buyer may not:
12.3.1 use its relationship with Inter IKEA, the Inter IKEA Group companies, or the existence of any offer or Agreement, for any marketing purposes;
12.3.2 refer to Inter IKEA, any Inter IKEA Group company or any offer or Agreement in any presentation or press release; or
12.3.3 use in any way (whether on the internet or in any other communication to the public) any trade name, business name, logotype or trade mark of Inter IKEA (including the trademark “IKEA”).
13. EXPORT CONTROL AND SANCTION RULES
13.1 For the purpose of this clause:
13.1.1 “Export Control and Sanctions Rules” mean export control, trade or economic sanctions, embargo or similar laws, regulations, rules, licenses, orders or requirements, including those of the U.S., the E.U., Switzerland, the Netherlands as may apply to any transaction between the Buyer and Inter IKEA; and
13.1.2 “Affiliate” means (i) in the case of Inter IKEA, Inter IKEA Holding B.V. and all entities directly or indirectly owned and/or controlled by Inter IKEA Holding B.V. and its successors; and (ii) in the case of Buyer, any entity that (a) is directly or indirectly owned and/or controlled by the Buyer, (b) directly or indirectly owns or controls the Buyer, or (c) that is under common control with the Buyer.
13.2 By accepting these Terms the Buyer warrants and represents:
13.2.1 That neither the Buyer nor any of Buyer’s Affiliates is subject to any Sanctions Rules, nor are the Buyer country nor the shipping country subject to any Export Control or Sanctions Rules; and
13.2.2 That the Buyer and its Affiliates shall not do anything which would be in violation of, would be inconsistent with, any Export Control and Sanctions Rules as apply to Inter IKEA, to the Buyer and/or their Affiliates.
13.3 Inter IKEA shall not be obligated to perform any obligation for the Buyer (nor shall be liable for damages or costs of any kind, including penalties, for any delay or non-performance of any obligation) if performance would be in violation of, would be inconsistent with, or could expose Inter IKEA or any of its Affiliates to punitive measures under any applicable Export Control and Sanctions Rules.
13.4 The Buyer shall defend, indemnify and hold harmless Inter IKEA and its Affiliates from any fines, damages, claims, costs (including reasonable attorneys’ fees and expenses and other reasonable costs for defence, settlement and appeal), losses, liabilities, fees or penalties incurred by Inter IKEA or any of its Affiliates as a result of any errors, mistakes, failures or omissions of the Buyer that result in a breach of any Export Control or Sanctions Rules.
14. COMPLIANCE WITH ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING LAWS
14.1 It is a condition of the Agreement that Inter IKEA and the Buyer will comply with, and will use reasonable endeavours to ensure that any third parties used by them to fulfil their respective obligations under the Agreement will comply with, all laws, rules, regulations, decrees or official governmental orders relating to anti-bribery, anti-corruption and/or anti-money laundering, applicable to any of Inter IKEA and the Buyer or their ultimate parent companies.
14.2 In particular, each Inter IKEA and the Buyer respectively represents, warrants and undertakes to the other that it shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to, or confer a financial advantage on:
14.2.1 a government official or an officer or employee of a government or any department, agency or instrumentality of any government;
14.2.2 an officer or employee of a public international organization;
14.2.3 any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization;
14.2.4 any political party or official thereof, or any candidate for political office; or
14.2.5 any other private person, individual or entity.
14.3 Either Inter IKEA and the Buyer shall have the right to terminate any Agreement by written notice to the other if the other party fails to comply with Clause 16.
15. NOTICES
Notices may be provided digitally. Notifications sent to Inter IKEA must be sent to [email protected]. Inter IKEA’s electronic system is the only evidence of the content and time of the notification.
16. SEVERALITY
If a competent court or forum rules that any provision of these Terms is inapplicable or contrary to public order or the law, only the provision concerned will be considered not to have been written, while the remainder of these Terms will remain in full effect.
17. APPLICABLE LAW AND COMPETENT COURT
17.1 These Terms and all offers, orders and all ensuing Agreements are governed by the laws of the Netherlands. The applicability of the United Nations Treaty Convention on Agreements for the International Sale of Products (Vienna Sales Convention) is expressly excluded.
17.2 These Terms do not prejudice any mandatory statutory remedies that are available to the Buyer under local consumer laws.
17.3 All disputes (including matters that are considered disputes by only one of the parties) that may arise between Inter IKEA and the Buyer in relation to these Terms, an offer or an Agreement, will be exclusively resolved by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. All communications and proceedings will be held in the English language. The place of arbitration will be in Amsterdam, the Netherlands.