Terms & Conditions
1. Interpretation
1.1. Definitions:
Business Day: a day other than a Saturday, Sunday, or public holiday in the Netherlands.
Conditions: the terms and conditions set out in this document as amended from time to time.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Company: Lifetime Brands Europe B.V., registered in the Netherlands with company number 59899840, with its registered office at Hoogoorddreef 15, 1101BA, Amsterdam, the Netherlands.
Customer: the person or firm who purchases the Goods from the Company.
Delivery Location: has the meaning given in clause 6.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including government action, epidemic or pandemic.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods.
1.2. Rules of interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Orders
2.1. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.2. The placing of an Order does not place the Company under any legal obligations to supply anything and all Goods are offered subject to availability. The Company is allowed to accept and reject Orders at its sole discretion. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. Orders can only be accepted by the Company and the Company’s commercial agents have no authority whatsoever to accept Orders or bind the Company in any way whatsoever.
3. Goods
3.1. The Goods are described in the Company's catalogue.
3.2. The Company reserves the right to amend the specification of the Goods or to effectuate other adjustment to the Goods if required by any applicable statutory or regulatory requirements.
4. Prices
4.1. The price of the Goods shall be the price set out in the Company’s quotation in its acceptance of the Contract. If no price is quoted by the Company, the price applies as set out in the Company's published price list in force as at the date of delivery.
4.2. All prices quoted are nett and not subject to any discount, and are subject to change without notice.
4.3. The Company reserves the right to adjust prices agreed upon before delivery in the event of increases in cost-determining factors such as fluctuations in exchange rates, raw materials, labour costs or in the event of government measures, provided that such increases or measures occurred after the conclusion of the Contract but before delivery. If this price adjustment occurs within 3 months from conclusion of the Contract, the Customer will be entitled to cancel the Contract without liability within 5 Business Days from the Company’s notification of the price adjustment.
4.4. The price of the Goods:
(a) excludes any value added tax and other taxes, import duties, customs, levies and impositions and all other governmental charges, assessments, fees, and any interest or penalties thereon; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
4.5. The Customer shall be liable and responsible for all value added taxes, customs, any import duties, levies and impositions and all other governmental charges, assessments, fees, and any interest or penalties thereon, or other duties, tariffs, or taxes on the Goods.
5. Settlement
5.1. The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.
5.2. All accounts are strictly nett and not subject to settlement discount. All accounts must be settled within thirty (30) Business Days of the date of invoice. Without prejudice to its other rights and remedies, the Company reserves the right to charge the Customer statutory interest in accordance with section 119a of book 6 of the Dutch Civil Code, plus 2%, with respect to the outstanding amount until the date of payment in full.
5.3. In the event of untimely payment, the Company will be entitled to compensation of all extra-judicial costs, including but not limited to costs involved in sending reminders, one or more notices of default or demand notices, which extra-judicial costs will amount to at least fifteen percent (15%) of the total amount payable, subject to a minimum of €500. The Company reserves the right to claim the actual extra-judicial costs incurred if those surpass the aforementioned amount.
5.4. All amounts due under the Contract shall be paid in full without any set-off, suspension, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Carriage & Delivery
6.1. Notwithstanding clause 4.4(b), all Orders with a total value above €600 for Europe will be supplied carriage paid.
The Company reserves the right to refuse any Order below €300 for Europe. Any Order between €300 and €599, there will be a surcharge of €50 applied to the Order. For the Netherlands, orders between €300 and €599, will have a surcharge of €15 applied to the order. All values above are exclusive of taxes.
6.2. The Company shall deliver the Goods in accordance with the referenced Incoterm and to the location set out in the Order or such other location as the parties may agree at any time after the Company notifies the Customer that the Goods are ready (the “Delivery Location”).
6.3. Delivery is completed when the Goods are made available for unloading at the Delivery Location.
6.4. Any date or time quoted by the Company for delivery of all or any of the Goods is an estimate only and the Customer cannot derive any rights from such estimate. The Company shall not be liable for any failure to meet such an estimate, nor any loss, of whatsoever nature, resulting directly or indirectly from such failure.
6.5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6. If ten (10) Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods.
7. Risk & Title
7.1. All risks related to the Goods, including the risk of loss, theft or damage, shall pass to the Customer immediately on delivery to the Customer in accordance with clause 6.3.
7.2. Notwithstanding delivery and the passing of risk, all property rights and title to the Goods shall remain in the Company until the Company has received full payment of any claims in relation to (i) the consideration (“tegenprestatie”) of all Goods delivered or to be delivered under any Contract, (ii) the consideration (“tegenprestatie”) of any work performed or to be performed by the Company under any Contract, and (iii) any failure of the Customer in the performance of any Contract, including any interest due in accordance with clause 5.2 and any extra-judicial costs in accordance with clause 5.3.
7.3. Until property in and title to the Goods passes to the Customer:
(i) the Customer shall keep all Goods properly stored, protected and insured and separate from all other goods, whether belonging to the Company, the Customer or any third party; and
(ii) the Company shall be entitled at any time forthwith to recover the Goods delivered if the Customer is (a) deemed to be unable to pay its debts; or (b) calls a meeting or presents or has granted a petition for bankruptcy or to wind up (save for a solvent reconstruction); or (c) to appoint an administration or has an administration receiver, receiver and manager, or receiver appointed over any part of its business, undertaking, property or assets; or (d) suffers anything analogous to these acts under the law where the Customer is established.
7.4. The Customer hereby grants the Company an irrevocable license to enter at any time premises owned or occupied by the Customer for the purposes of repossessing and removing any such Goods which remain the property of the Company. The Customer will indemnify the Company against liability in respect of damage caused to such premises in such repossession and removal.
7.5. Notwithstanding the Company’s retention of legal title until payment as prescribed by clause 7.2, the Customer’s obligation to make payment in accordance with clause 5 shall remain in full force and effect.
7.6. For the avoidance of doubt, nothing in this clause shall entitle the Customer to the rescission of the Contract or to otherwise return the Goods.
7.7. All fees or expenses incurred by the Company in reclaiming Goods will be payable by the Customer.
8. Warranty, Claims and Returns
8.1. The Company warrants that on delivery, and for a period of twenty (20) Business Days from the date of delivery, the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
In case of any valid and timely claim by the Customer under this warranty within the warranty period, the Company will only be obliged - to be decided at the Company’s discretion - to repair the defective Good, to replace the defective Good or to credit or refund the amount charged in connection with the defective Good in whole or in part, according to its own reasonable judgment and to the exclusion of any other rights of the Customer as prescribed in section 7:21 of the Dutch Civil Code or by any other law or otherwise.
8.2. This clause 8 contains an exhaustive description of the warranty granted by the Company in respect of the Goods and applies to the exclusion of any other express or implied warranties, whether oral or written, including any statements contained in (standard) sales documentation provided by the Company. This warranty and the warranty obligations set forth therein constitute the Customer’s sole remedy and the Company’s sole obligation with respect to any defective and/or non-conforming Good or breach of warranty and is subject to and without prejudice to clause 9 of these Conditions.
8.3. Claims for non-delivery must be made to the Company in writing within seven (7) Business Days of the date of the invoice for the Goods to which those claims pertain.
8.4. Claims for damages, shortages, breach of warranty or errors must be made to the Company in writing upon receipt or within three (3) Business Days from delivery of the Goods to which those claims pertain.
8.5. No claims for non-delivery, damages, shortages, breach of warranty or errors made outside the times stated above will be accepted.
8.6. No Goods will be accepted for return without a written returns note issued by the Company. Returns will not be accepted for any reason other than breaches of warranty, damages in transit to the Customer, or incorrect delivery. Carriage will not be paid by the Company on Goods returned.
8.7. Any and all claims for payment of an amount of money and/or repair or replacement of the relevant Good and/or supply of any missing part, on whatever basis, as well as any right to dissolve the Contract will lapse at the earliest of the following times: a) upon expiration of the terms as mentioned in clause 8.3 and 8.4, or b) sixty (60) Business Days after the delivery date.
8.8. The Customer is deemed to have been well informed when placing the Order and is therefore never entitled to annulment of the Contract in accordance with section 6:228 of the Dutch Civil Code.
9. Limitation of Liability
The Customer’s attention is particularly drawn to this clause.
9.1. The Company shall not be liable to the Customer in contract, tort or otherwise with respect to any Goods or Contract, for a sum which exceeds the price under the relevant Contract, regardless of whether such liability consists of an obligation to pay damages or repayment of an amount received from the Customer.
9.2. The Company shall not be liable to the Customer in contract, tort or otherwise for any: (a) loss of profits (whether direct or indirect); (b) loss of sales or business (opportunities); (c) loss of agreements or contracts; (d) loss of or damage to goodwill; (e) missed savings or opportunities; or (f) indirect or consequential (including economic) loss of any kind.
9.3. The Company shall not be liable for the Goods or defective products in accordance with the terms implied by section 6:185 of the Dutch Civil Code.
9.4. Nothing in this clause 9 shall operate so as to exclude or limit the Company’s liability that results from gross negligence or wilful misconduct of the Company’s executive management or any other liability that cannot be excluded or limited by mandatory laws or rules of public order.
10. General
10.1. The Company may at any time assign, transfer, pledge, charge, subcontract, delegate, declare a trust over or deal in any other manner with the Contract or all or any of its rights or obligations under the Contract.
10.2. The Customer may not assign, transfer, pledge, charge, subcontract, delegate, declare a trust over or deal in any other manner with the Contract or any or all of its rights or obligations under the Contract, without the prior written consent of the Company. This clause shall have property law effect (“goederenrechtelijke werking”) in accordance with section 3:83 paragraph 2 of the Dutch Civil Code.
10.3. Any oral agreements or variation to these Conditions shall not be binding on the Company unless they have been confirmed by the Company in writing.
10.4. Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as to payment) of any obligations under the Contract, if such failure or delay is caused by a Force Majeure Event.
10.5. No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver, nor shall any waiver by the Company of any breach by the Customer of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach.
10.6. Each and every obligation contained in these Conditions shall be treated as a separate obligation. If any provision or part of a provision of these Conditions or any Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions or the Contract.
10.7. The Conditions shall not create or evidence, or be deemed to create or evidence, any agency or partnership between the Company on the one hand and the Customer or any third party on the other.
10.8. The Contract and these Conditions constitute the entire agreement between the parties, superseding and extinguishing all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.9. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) other than as set out in the Contract. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.10. The Conditions and any Contract shall be governed by Dutch law. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Any disputes in relation to or in connection with these Conditions or any Contract, on any basis whatsoever (i.e. contractual, tort or otherwise) shall be exclusively settled by the competent court of Amsterdam, the Netherlands.
Lifetime Brands Europe, KitchenCraft, La Cafetiere, MasterClass, Mikasa, Chef’n, Built, Taylor, Rabbit, Chicago Metallic, Creative Tops, BarCraft, Kitsch’n’fun, Le’Xpress, Smart Silicone, Jury, Colourworks, Let’s Make, Natural Elements, Sweetly Does It, Home Made, Lovello, Living Nostalgia, Artesà, Misto, Food Huggers and Bagel Guillotine are registered trademarks or unregistered trading names or brands owned by Lifetime Brands Inc. Maxwell & Williams, London Pottery Co., KitchenAid, AnySharp and V&A are brands used under license and agreed distribution arrangements. All rights reserved.