ARTICLE 1 – APPLICABILITY
CONDITIONS OF SALE
- These terms and conditions apply to all – including future – agreements in the context of which we deliver goods and/or provide services under whatever title, as well as to statements to be made in that context. These general terms and conditions also apply to anyone whom we engage in the context of the execution of the agreement.
- The applicability of any other general terms and conditions, to which the client may refer in any way, are only binding on us if and insofar as we have expressly agreed to them in writing.
- If we have agreed in writing to the applicability of one or more deviating terms and conditions, these general terms and conditions will remain in force for the rest, even if this is not expressly stated. In the event of any contradiction between the two general terms and conditions, our general terms and conditions will prevail, unless expressly agreed otherwise in writing.
- These terms and conditions will also apply to agreements already concluded and yet to be concluded. Deviations from these terms and conditions must be expressly agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into at a later date.
ARTICLE 2 – QUOTES AND QUOTE
- We are at all times entitled to change the agreed price if market prices and/or price increases by suppliers have changed, or other developments, such as changes in raw material, material and labor costs, government measures, insurance premiums, freight rates, exchange rates, taxes, duties, levies et cetera, are required to do so. We will inform the client of any price increase in writing as soon as possible. If the price increase takes place within three months after the conclusion of the agreement and amounts to more than ten percent of the original price, the client has the right to terminate the agreement in writing within five days after the written notification referred to in the previous sentence has been sent. in the absence of which he is deemed to agree to the price increase.
- Drawings, manufacturing methods and documents relating to the order and provided by us remain our property and may not be copied, reproduced or made available to third parties in any way, unless agreed with us in writing. Materials labeled under the Creative Commons license are excluded.
ARTICLE 3 – AGREEMENT AND CHANGES
- An agreement is only concluded – whether or not after a quotation – when the order has been confirmed by us in writing or when the agreement has actually been executed.
- The client is bound by and from the date of the assignment. We are bound by and from the acceptance of the order referred to in article 3 paragraph 1.
- For activities for which, due to their nature and scope, no quotation or order confirmation is sent, the invoice also applies as order confirmation, which is also deemed to represent the agreement correctly and completely.
- Sending offers and/or catalogues, price lists and the like does not oblige us to accept the order.
- We reserve the right to refuse orders without stating reasons, or to deliver cash on delivery.
- Changes to the original agreement of whatever nature, made in writing or verbally by or on behalf of the client, which cause costs higher than those that could be counted on in the quotation, will be charged extra to the client. If, on the other hand, changes result in a reduction in costs, we may decide that these changes give rise to payment of a lower amount than agreed.
- In the event of unilateral termination of the agreement by the client, 30% of the compensation to be received based on the duration of the agreement will be charged immediately.
- Changes in the execution thereof still required by the client after the assignment has been issued, must be notified to us in writing in a timely manner. In the case of oral or telephone orders and/or orders, the risk for the (correct) implementation of the changes is for the account of the client.
- Changes made may result in us exceeding the agreed time of making delivery available. This cannot be invoked to our detriment.
ARTICLE 4 – NON-COMPLIANCE
- If the client fails in any way towards us in the fulfillment of any obligation, as well as in the event of an application for suspension of payments, obtained (provisional) suspension of payments, bankruptcy application, declaration or claim, bankruptcy, liquidation or cessation of ( part of) the company of the client, without prejudice to our other rights and without any obligation to pay compensation, we are authorized without notice of default or judicial intervention:
- Suspend the execution of an agreement until payment has been sufficiently secured and/or;
- In all cases referred to in article 4 paragraph 1, we are furthermore entitled to take back the delivered goods. The client is obliged to take the necessary measures to enable us to exercise our rights in this regard.
ARTICLE 5 – DELIVERY
- Agreed delivery times are approximate and are not fatal, unless expressly agreed otherwise. In the event of late delivery, we must therefore be given written notice of default, whereby we must be given a reasonable period to be determined after consultation with us in which to comply, which period will be at least equal to half of the originally agreed delivery time. all this unless otherwise agreed in writing.
- The delivery term will also be extended in the event of a temporary impediment to three months as referred to in Article 10 paragraph 4. In that case – without the client being allowed to dissolve the agreement – the term referred to in the previous sentence will be extended by the period that the impediment continues, increased by a period within which we can reasonably proceed to delivery.
- If the agreement consists of the processing/processing of materials – made available by the client – we are, unless otherwise agreed, entitled to remove and destroy the remnants, at least what we can reasonably assume as such. If costs are involved, these will be borne by the client.
ARTICLE 6 – SECURITY
- If there are good grounds for us to suspect that the client will not fulfill his obligations, then the client is obliged to provide sufficient security at our first request for the full fulfillment of all his obligations in respect of which we have performed or are still fully or partially enforceable agreements in any form desired by us.
- If the client does not comply with a request made by us as referred to in Article 6 paragraph 1. of these terms and conditions, without prejudice to our other rights, all that the client owes us for whatever reason will become immediately due and payable and we will are entitled to immediately suspend the further execution of any agreement.
ARTICLE 7 – PAYMENT, PRICES AND COSTS
- Unless otherwise agreed, the prices quoted are:
- based on the factual data relevant to the execution of the order in the order confirmation;
- All costs arising from additions and/or changes to an assignment by or on behalf of the client are entirely for the account of the client.
- Unless otherwise agreed, payment must be made within thirty days of the date of receipt of the invoice. As soon as the payment term expires, the client will be in default, without a notice of default being required, and will owe interest on the final amount of the invoice from the due date, in proportion to the statutory interest, increased by 1.5% per year until payment. . Each time after the end of a year, the amount on which the interest is calculated is increased by the interest owed for that year.
- Unless otherwise agreed, the client can never exercise any right to set-off or suspension. If we send the client a specified statement of what he owes us and what we owe him, that statement also serves as a statement of settlement.
- The client owes us all extrajudicial and judicial costs if he does not pay a sum due by him, despite a reminder, and we hand the claim over to third parties. The extrajudicial costs are calculated on the basis of the collection rate advised by the Dutch Bar Association, unless the claim is disputed and this rate is not sufficient, in which case these costs are calculated on the basis of a rate per unit of time, which is also advised by the aforementioned Order, increased by the costs to be paid by our counsel to third parties. The judicial costs are always charged to the client on the basis of the latter system, with the minimum amount to be liquidated by the court outside the agreement.
- Payments to be made by the client or third parties are always first deducted from costs owed, then from interest due and, finally, from the principal sum.
ARTICLE 8 – INSPECTION AND ADVERTISING
- The client is obliged to inspect the item or performance delivered by us immediately after receipt for quantity and/or immediately visible defects. If the client wishes to complain in this regard, he must in any case notify us in writing within eight working days of delivery.
- If and insofar as it concerns defects that could not reasonably have been discovered within the term referred to in Article 8 paragraph 1, the complaint must be submitted to us within eight working days after the client has discovered or could reasonably have discovered a defect. This rule also applies if the item or performance lacks a property that it possesses according to a communication made by us or if the deviation relates to facts that we know or should have known, but have not communicated to the client.
- Complaints about invoices must be submitted to us in writing and with reasons within 7 days after the day of dispatch of the invoices. The payment term is not suspended as a result of such term.
- Complaints can only be handled if they are submitted on time and full payment has been made within the term set by us. If we nevertheless deal with any complaint, our efforts must, unless otherwise agreed, be regarded as leniency, without accepting any liability. If it appears that any complaint has been wrongly expressed and we have performed work or delivered goods in that context, we have the right to charge the client for this at the prices normally applicable to us.
ARTICLE 9 – LIABILITY
- Subject to the provisions elsewhere in these terms and conditions, the general rules of public order, reasonableness and fairness, as well as provisions of a mandatory nature, we are not obliged to pay any compensation for damage, of whatever nature.
- We can never be held liable for damage caused to the client for a sum higher than 25% of the relevant invoice amount with regard to the goods to be delivered and/or work to be performed.
- If we acknowledge that we have failed imputably or if this is otherwise established, we have the right to inform the client that we will proceed with a new delivery or delivery of the missing item free of charge. If we deliver on short notice after the aforementioned notification, this means that the agreement has been correctly fulfilled and the client is not entitled to compensation. The provisions of the previous sentence are subject to an exception if it appears to us from the agreement and information provided to us in connection therewith that later delivery is extremely disadvantageous for the client or the client has rightfully dissolved the agreement out of court or has a claim for dissolution prior to the said notification. set and it is assigned.
- The liability for work for the benefit of the client, which we have assigned to a third party, is limited to the extent that the third party effectively indemnifies us. We will do everything that we can, respectively provide the client with all the cooperation that can be expected of us in order to obtain the highest possible compensation from the third party involved.
- The client is responsible for orders and instructions given by or on behalf of him.
- The client is obliged to indemnify us against all claims from third parties for compensation against us with regard to the execution of the agreement and is liable for all costs arising therefrom, unless there is intent or gross negligence on our part, or on the part of our subordinates.
- We are not liable for damage to third parties, which is caused by the violation of patents, copyrights and/or other intellectual property rights, by the use of drawings, materials or parts, or by the application of working methods, which are provided to us by or on behalf of the client. provided or prescribed. The client is obliged to indemnify us against this.
ARTICLE 10 – FORCE MAJEURE AND OTHER OBSTACLES
- Force majeure will apply if there is a shortcoming on our part, which is not due to our fault, nor is it for our account under the law, legal act or generally accepted opinion.
- If a supplier from whom we purchase the goods, due to a cause that cannot reasonably be attributed to us, despite reminders from us, fails to make a proper delivery or does not deliver on time, this shall be regarded as force majeure for us with regard to the client.
- During a situation of force majeure, our obligations are suspended, without any obligation to pay compensation to the client. If prevented from occurring for longer than three months, the parties are authorized to dissolve the agreement by means of a written statement, stating the circumstance that prevents further performance, also without any obligation to pay compensation to the client.
- In the event of temporary impediment up to three months after the circumstance/circumstances referred to in the previous paragraph have arisen, there is no question of force majeure and, without the client being allowed to dissolve the agreement, the term within which we must deliver on the foot of the provisions of Article 5, paragraph 2., extended.
ARTICLE 11 – CONTENT OF ADVERTISING
- Each advertisement requires our approval before being placed. We are free to refuse an advertisement if we believe there is a real chance that damage will be caused to the advertising space made available in connection with the nature and/or content of the advertisement. Approval of a complaint does not release the client from its liability for its form and content. The Client guarantees, among other things, that the advertisements:
- Will not be contrary to public order and/or morality;
- Will not conflict with any local government decree;
- Will not conflict with the advertising code and/or any legal provision and/or right of any third party;
- Have no religious or political affiliation;
- Not be of such an ideological nature that they are less suitable for the relevant form of (outdoor) advertising;
- Meet all reasonable requirements for the form of (outdoor) advertising, including the requirement that the advertisements do not invite vandalism.
- The client indemnifies us and our grantor, if any, against all claims from third parties and the resulting damage, including judicial and extrajudicial costs, which these third parties claim against us and/or our grantor in connection with the advertisements.
ARTICLE 12 – MISCELLANEOUS
- The client may not transfer its rights and/or obligations under any agreement with us to third parties without our prior written consent.
- If we conclude one or more agreements with two or more natural and/or legal persons, each of these (legal) persons is jointly and severally liable towards us for the full fulfillment of the obligations arising for them from these agreement(s).
- All materials, semi-finished products and finished products of the client or of third parties are for the account and risk of the client or those third parties during the period that they are in our possession and are not insured by us. We have only taken these matters under us under the express condition that, except insofar as intent or gross negligence on our part can be proven, all liability for loss, theft or any damage is excluded and that the client indemnifies us against all damage and liability towards third parties. .
- We are authorized – if this is deemed necessary or desirable – to engage others for the correct execution of the assignment, the costs of which will be passed on to the client in accordance with the quotations provided in advance. If possible and/or necessary, we will consult with the client about this.
ARTICLE 13 – APPLICABLE LAW AND COMPETENT COURT
- Dutch law applies to all agreements that we conclude with the exclusion, where necessary, of the United Nations Convention on Contracts for the International Sale of Goods.
- All disputes arising between us and the client are, without prejudice to the statutory jurisdiction of the Subdistrict Court, settled by a District Court, unless we prefer the court that would be competent according to the general rules of jurisdiction.