Terms and conditions
Article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between ........., hereinafter referred to as "User", and a Counterparty to which User has declared these terms and conditions applicable, insofar as these terms and conditions are not expressly stated by the parties in writing has deviated.
2. The present conditions also apply to agreements with User, for the implementation of which the User must involve third parties.
3. These general conditions are also written for the employees of the User and his management.
4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. The User and the Other Party will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place 'in the spirit' of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Quotations and offers
1. All quotations and offers from the User are free of obligation, unless a deadline for acceptance has been set in the offer. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
2. User can not be held to his offers or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3. The prices stated in an offer or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel, accommodation, shipping and administrative costs, unless otherwise indicated.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.
5. A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; delivery terms, execution and modification agreement
1. The agreement between the User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. In the event that a period is exceeded, the Other Party must therefore give User notice of default in writing. User must be offered a reasonable period to still implement the agreement.
3. If the User requires information from the Other Party for the execution of the agreement, the execution period shall not commence earlier than after the Other Party has made it available to the User correctly and completely.
4. Delivery will be made by the User's business. The Other Party is obliged to take delivery of the goods at the moment they are made available to it. If the Other Party refuses to take delivery or is negligent with the provision of information or instructions that are necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Other Party.
5. User has the right to have certain work done by third parties.
6. The User is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
7. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a following phase until the Other Party has approved the results of the preceding phase in writing.
8. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities et cetera, is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. User will make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
9. If the agreement is changed, including a supplement, then the User is entitled to perform this first after it has been approved by the person responsible within the User and the Other Party has agreed to the price stated for the performance and other conditions , including the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not constitute a default of the User and does not constitute a ground for the Other Party to terminate the agreement. Without being in default, the User may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered.
10. If the Other Party is in default in the proper performance of what he is obliged to User, then the Other Party is liable for all damage (including costs) on the part of the User thereby directly or indirectly.
11. If User agrees with the Other Party a fixed price, then User is nevertheless entitled at all times to increase this price without the Counterparty being entitled in that case to dissolve the agreement for that reason, if the increase of the price ensues. from an authority or obligation pursuant to the law or regulations or its cause is found in an increase of the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into.
12. If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Counterparty that is entitled to title 5 section 3 of Book 6 BW entitled to dissolve the agreement by means of a written statement, unless the User is still prepared to execute the agreement on the basis of the originally agreed, or if the price increase ensues from a power or an obligation on the User under the law or if it is stipulated that the delivery will take place more than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement
1. User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if:
- The Other Party does not, not fully or not timely fulfill the obligations under the agreement;
- After the conclusion of the contract User learns of circumstances giving good ground to fear that the Other Party will not fulfill the obligations;
- The Other Party has been requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
- If, due to the delay on the part of the Other Party, the User can no longer be required to fulfill the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.
2. The User is furthermore entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise which are of such a nature that the unaltered maintenance of the agreement can not reasonably be invoked by the User. be required.
3. If the agreement is dissolved, the claims of User on the Other Party are immediately due and payable. If User suspends fulfillment of the obligations, he retains his rights under the law and agreement.
4. If the User proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs in any way whatsoever.
5. If the dissolution is attributable to the Other Party, User is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
6. If the Other Party does not comply with its obligations under the agreement and this non-fulfillment justifies dissolution, then User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the Other Party, due to breach of contract, compensation or indemnification is required.
7. If the agreement is prematurely terminated by the User, the User shall, in consultation with the Other Party, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. If the transfer of the work involves additional costs for the User, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the specified period, unless the User indicates otherwise.
8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the Other Party, of debt repayment or another circumstance as a result of which the Other Party does not The User is free to terminate the agreement freely and with immediate effect or to cancel the order or agreement without any obligation on his part to pay any compensation or indemnification. The User's claims against the Other Party are immediately due and payable in that case.
9. If the Counterparty cancels an ordered order in whole or in part, the ordered or prepared items, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Counterparty. are being brought.
Article 5.Force Majeure
1. The User is not obliged to fulfill any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for his account. coming.
2. Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which the User can not exert influence, but as a result of which the User is unable to fulfill his obligations. to come. Strikes in the company of User or third parties included. User also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after User should have fulfilled his obligation.
3. During the period that the force majeure lasts, User can suspend the obligations from the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damage.
4. Insofar as at the time of the occurrence of force majeure the User has in the meantime partially fulfilled his obligations under the agreement or will be able to comply with them, and the part that has been fulfilled or to be fulfilled belongs to the Client, the User is entitled to comply with the obligations already fulfilled. to invoice part separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 6.Payment and collection costs
1. Payment must be made within 14 days of the invoice date, in a manner to be indicated by the User in the currency in which the invoice is made, unless otherwise stated by the User in writing. User is entitled to invoice periodically.
2. If the Counterparty remains in default in the timely payment of an invoice, then the Counterparty is legally in default. The Other Party then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the other party is in default until the moment of payment of the full amount due.
3. The User is entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
4. User can, without being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. The User can refuse full payment of the principal sum if the vacant and current interest and collection costs are not also paid.
5. The Counterparty is never entitled to settlement of the amount owed by it to User.
6. Objections against the height of an invoice do not suspend the payment obligation. The Other Party that does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
7. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. If, however, the User has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.
Article 7.Reservation of ownership
1. All items delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations arising from the agreement (s) concluded with the User.
2. Goods delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.
3. The Counterparty must always do everything that can reasonably be expected of him to secure the property rights of the User.
4. If third parties seize goods delivered under retention of title or want to establish or assert rights thereon, then the Other Party is obliged to immediately inform User of this.
5. The Other Party undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance to the User for inspection at the first request. In the event of a payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Counterparty undertakes towards the User in advance to cooperate with everything that may prove necessary or desirable in that context.
6. In the event that the User wishes to exercise his property rights as referred to in this article, the Other Party shall grant unconditional and non-revocable consent to the User and third parties to be designated by the User to enter all those places where the properties of the User are located and those matters to take back.
Article 8.Guarantees, research and complaints, limitation period
1. The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. When using outside the Netherlands, the Counterparty itself must verify whether its use is suitable for its use and comply with the conditions set for it. User can in that case set other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
2. The guarantee referred to in paragraph 1 of this article applies for a period of ......... after delivery, unless the nature of the delivery dictates otherwise or parties have agreed otherwise. If the guarantee provided by the User concerns a matter that was produced by a third party, then the guarantee is limited to that provided by the producer of the item, unless otherwise stated.
3. Any form of guarantee shall lapse if a defect arises as a result of or arising from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and / or by third parties if, without the written permission of User, Counterparty or third parties have made or attempted to make changes to the case, other matters have been confirmed that do not have to be confirmed or if these have been modified or processed in a manner other than the prescribed manner. The Other Party is also not entitled to warranty if the defect arises due to or is the result of circumstances that User can not influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
4. The Other Party is obliged to inspect the delivered goods or have them inspected, immediately at the time that the items are made available to him or the relevant work has been carried out. The Counterparty must also examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any event no later than within fourteen days after discovery thereof. The report must contain as detailed a description as possible of the defect, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint.
5. If the Counterparty complains in time, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered items.
6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
7. If it is established that a case is defective and in that case it is timely filed, then the User will return the defective item within a reasonable period after it is returned or, if returning is not reasonably possible, written notice regarding the defect by the Other Party, at the option of User, replace or take care of repair or replacement fee to the Other. In the event of replacement, the Other Party is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs incurred thereby, including the investigation costs, on the part of the User thereby, are fully at the expense of the Other Party.
9. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and the third parties involved by the User in the performance of an agreement shall be one year.
1. If User is liable, then this liability is limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused because User has assumed incorrect and / or incomplete information provided by or on behalf of the Other Party.
3. If User is liable for any damage, the liability of User is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
4. The User's liability is in any case always limited to the amount of the payment from his insurer, if any.
5. User is only liable for direct damage.
6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred in connection with the defective performance of the User. to have the agreement answered, as far as these can be attributed to User and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
7. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User or his managerial subordinates.
Article 10.Risk transition
1. The risk of loss, damage or loss of value shall pass to the Other Party at the time when goods are brought into the control of the Other Party
1. The Other Party indemnifies the User against any claims from third parties that suffer damage in connection with the performance of the agreement and whose cause is attributable to others than the User.
2. If the User should be held liable by third parties for this reason, then the Other Party is obliged to assist User both in and out of court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, then User is entitled to proceed to this himself without notice of default. All costs and damage on the part of the User and third parties as a result, are fully for the account and risk of the Other Party.
Article 12.Intellectual Property
1. The User reserves the rights and powers that accrue to him on the basis of the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is brought to the knowledge of third parties.
Article 13.Applicable law and disputes
1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the place of business of the User is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
3. The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 14.Location and modification conditions
1. These conditions have been filed with the Chamber of Commerce.
2. Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with the User.
3. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.