General terms and conditions

Article 1 – Definitions

In these Terms and Conditions, the following definitions are used, which have the same meaning in both the singular and plural:
Customer: the natural person or legal entity who contacts Upstairs regarding Upstairs’ products and services and who may enter into an Agreement with Upstairs;
Agreement: all agreements between Upstairs and the Customer, including order confirmations signed by the Customer;
Upstairs: Escada B.V., trading as Upstairs Traprenovatie, with its registered office at Risseweg 24, 6004 RM Weert, Chamber of Commerce number 17238114, VAT number NL8202.04.067.B01, telephone number 0900-872 77 36, email address info@upstairs.com;
Terms and Conditions: these general terms and conditions of Upstairs.

Article 2 – Applicability of these Terms and Conditions

2.1 These Terms and Conditions apply to all offers, quotations and Agreements, as well as to all agreements and legal consequences arising therefrom.
2.2 If any provision of these Terms and Conditions is void or is set aside, the remaining provisions of these Terms and Conditions shall remain in full force and effect. Upstairs and the Customer shall consult with each other to agree on a new provision to replace the void or annulled provision, taking into account as far as possible the purpose and intent of the void or annulled provision.

Article 3 – Offers and Contracts

3.1 All offers and quotations from Upstairs are valid for 18 days from the date of the quotation, unless expressly stated otherwise.
3.2 Upstairs cannot reasonably be held liable for obvious errors and/or clerical errors in offers, quotations and Agreements.
3.3 Upstairs bases all offers, quotations and Agreements on the information, drawings and dimensions derived therefrom provided by the Client, and any measurements taken by Upstairs. If there are circumstances that may affect the performance of an Agreement, the Customer must inform Upstairs of this immediately.
3.4 By signing an Agreement, the Customer confirms that they have been sufficiently informed about the subject matter of the Agreement.
3.5 If the Customer does not accept a quotation, Upstairs may charge the Customer for the costs of preparing the quotation, provided that these costs have been made known in advance.
3.6 Any work not specified in an Agreement is not covered by the Agreement and may result in additional costs.

Article 4 – Prices and payment terms

4.1 Upon entering into an Agreement, Upstairs is entitled to request an advance payment of up to 50% of the total price. The remaining amount must be paid in full before or at the latest upon collection or delivery by means of timely crediting of the amount to Upstairs’s account or via forms of electronic payment recognised by banks.
4.2 Unless otherwise specified by Upstairs, invoices must be paid within 8 days of the invoice date. If the Customer fails to meet their payment obligations on time, they shall be in default by operation of law, without the need for a written notice of default. Furthermore, if payment is not made following a reminder, the Customer shall, in accordance with statutory regulations, be liable for statutory interest and extrajudicial collection costs.
4.3 Any price increases and/or measures following an offer, quotation or the conclusion of an Agreement resulting from VAT increases andother statutory regulations may be passed on by Upstairs.
4.4 The Customer may not claim a price reduction as a result of (discount) promotions after the conclusion of an Agreement.
4.5 In the event of complaints, the Customer is only entitled to withhold that part of the invoice which is reasonably proportionate to the content and seriousness of the complaint. This does not relieve the Customer of their obligation to pay the remaining part of the invoice within the agreed period.

Article 5 – Performance and delivery

5.1 Upstairs shall perform all Agreements with due care in accordance with what may be expected of it under the Agreement. All work is carried out on a best-efforts basis, unless Upstairs has committed to a specific result and this result is described in sufficient detail in the proposal, quotation or Agreement.
5.2 The delivery time is always determined in consultation with the Client. This delivery time is fixed, unless it is stated that it is an estimated delivery time. If, due to circumstances, Upstairs is unable to meet the delivery time, the Client must give Upstairs the opportunity to deliver within a reasonable period, not exceeding 45 working days.
5.3 Prior to the scheduled delivery date, Upstairs will confirm to the Client when the delivery will take place. The Customer is obliged to accept the delivery at the specified time.
5.4 The Customer must note any damage and/or defects relating to the products delivered by Upstairs on the delivery report. If there is no opportunity upon delivery to identify any damage to the goods delivered, the Customer must note this on the delivery report. By signing the delivery report, the Customer confirms that they have received the products or services in good condition in accordance with the Agreement.

Article 6 – Cooperation from the Customer

6.1 The Customer’s cooperation is essential for the proper performance of an Agreement. In any event, the Customer must: a) ensure that Upstairs is able to carry out the work in a timely and proper manner; b) provide a safe working environment, with electricity, heating, running water, lighting and adequate ventilation; c) ensure that all (building) regulations are complied with and that any necessary permits have been obtained, and d) give timely notice of any special circumstances that could affect the work to be carried out by Upstairs.
6.2 If the Client has not complied with the aforementioned conditions, they must reimburse all reasonable costs and any loss suffered by Upstairs. Any direct damage and costs incurred by the Client themselves shall be borne by the Client.
6.3 The Client bears the risk of damage caused by a) inaccuracies in the work commissioned, b) inaccuracies in the constructions and working methods required by the Client, c) defects in the property on which the work is carried out, and d) defects in materials or tools provided by the Client.

Article 7 – Additional work

7.1 If the Customer requests additional work or products not included in an Agreement, the costs for these will be charged separately. Upstairs will notify the Customer of the additional costs in advance, either in writing or by email. 

www.upstairs.com – version 1-2022

Article 8 – Retention of title

8.1 Ownership of the products remains entirely with Upstairs until the Customer has paid the agreed price (plus any costs) in full. The Customer is not entitled to sell, let, dispose of, pledge or in any way encumber products delivered subject to retention of title, or to allow them to be used by others, before full ownership of the products has passed to the Customer.

Article 9 – Cancellation

9.1 In the case of a sale outside of business premises, the Customer is entitled to withdraw from the purchase within 14 days, starting from the day following the date on which the Agreement was signed, without giving any reason and at no cost, provided that they have notified Upstairs of their decision to withdraw from the Agreement using the model withdrawal form or by means of another unambiguous statement (e.g. in writing by post, fax or email) of the decision to withdraw from the Agreement. To comply with the withdrawal period, it is sufficient to send the notification regarding the exercise of the right of withdrawal before the withdrawal period has expired. The risk and burden of proof regarding the correct exercise of the right of withdrawal lie with the Customer.
9.2 If the Customer withdraws from a Contract, they shall receive a refund of all payments made up to that point, including delivery costs (with the exception of any additional costs resulting from the Customer’s choice of a delivery method other than the cheapest standard delivery offered by Upstairs) from Upstairs without delay and in any event no later than 14 days after Upstairs has been informed of the Customer’s decision to withdraw from the Agreement. Upstairs will refund the Customer using the same payment method with which the Customer made the original transaction, unless the Customer has expressly agreed otherwise; in any event, the Customer will not be charged any costs for such a refund.

Article 10 – Cancellation

10.1 If, after entering into an Agreement, the Customer wishes to cancel it, the Customer may submit a request to Upstairs to that effect. If Upstairs agrees to the cancellation, the Customer shall owe Upstairs compensation amounting to 30% of the agreed price. From the moment Upstairs has reconfirmed the delivery in accordance with Article 5.3 of these Terms and Conditions, the Customer shall owe Upstairs 50% of the agreed price.
10.2 In the event of timely withdrawal as referred to in Article 9 of these Terms and Conditions, the Customer shall not be liable for any compensation.

Article 11 – Conformity and Warranty

11.1 Upstairs guarantees that the services and/or products comply with the Agreement, the specifications set out in the quotation, reasonable standards of quality and/or fitness for purpose, and the statutory provisions and/or government regulations in force on the date the Agreement is concluded. The Customer must take into account that colour variations may occur.
11.2 The Customer must at all times comply with the instructions for use as provided by Upstairs. If faults, defects or imperfections in relation to those products are the result of incorrect or careless use of the products by the Customer, or repair work carried out by third parties, this may result
in Upstairs not being obliged to carry out repairs (free of charge) and/or any warranty provided by Upstairs becoming void.
11.3 The warranty provided by Upstairs in addition to the Customer’s statutory warranty is specified in the warranty certificates issued by Upstairs. The provisions regarding warranty set out in these Terms and Conditions and the aforementioned certificates do not affect the Customer’s statutory warranty claims.

Article 12 – Complaints

12.1 If the Customer has a complaint regarding Upstairs’ products and/or services, the Customer must report this to Upstairs in full and clearly, preferably in writing or by email.
12.2 All complaints must be communicated to Upstairs as soon as possible, but no later than within 2 months of their discovery, or the moment at which the complaints could reasonably have been discovered. Failing this, Upstairs may apply the consequences to which it is entitled by law, such as the forfeiture of the right to (free) repair or replacement.
12.3 Following the submission of a complaint, the Customer must allow Upstairs the opportunity to investigate the complaint and is obliged to allow Upstairs the opportunity to rectify any defects.
12.4 Upstairs shall not be liable for damage to products resulting from a) the formation of shrinkage joints and/or hairline cracks due to the gradual loss of construction moisture following new build or renovation, b) the formation of discolouration, shrinkage joints and/or hairline cracks caused by the direct effect of heat sources such as the sun, central heating pipes and fireplaces, c) an excessively high or low level of humidity in the room in question and surrounding areas, or an extreme change therein, unless Upstairs can nevertheless be held liable for this on the basis of mandatory law.

Article 13 – Force majeure

13.1 If performance of the Agreement is temporarily impossible due to a cause that cannot be attributed to either party in accordance with Article 6:75 of the Dutch Civil Code, that party shall be released from its obligations for that period. Force majeure shall be understood to include, but is not limited to, strikes, non-delivery, incomplete delivery and/or delayed delivery by suppliers, war and the threat of war, terrorism, import and export bans, epidemics, traffic disruptions, fire, theft, and disruptions to the supply of energy and communication links.

Article 14 – Intellectual property rights

14.1 All designs, technical drawings, calculations, samples and similar items relating to the products (and any intellectual property rights attached thereto) shall at all times remain the property of Upstairs or its licensors. Without Upstairs’ prior consent, the Customer may not disclose or reproduce any material belonging to Upstairs that is subject to intellectual property rights. The Customer is obliged to return the aforementioned items to Upstairs upon Upstairs’ first request.

Article 15 – Governing law and competent court

15.1 These Terms and Conditions, Agreements and all legal acts between Upstairs and the Customer are governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
15.2 Disputes between Upstairs and the Customer shall be submitted exclusively to the competent court of the district of Oost-Brabant, at the location of ’s-Hertogenbosch, unless Upstairs decides to submit a dispute to the competent court in the place where the Customer is resident.