GENERAL1. All our offers, agreements and their implementation are governed exclusively by these conditions. Deviations must be expressly agreed with us in writing.2. In these terms and conditions, “the other party” is defined as: any (legal) person who has entered into or wishes to enter into an agreement with our company and, in addition to this, his representative(s), authorized representative(s), assignee(s) and heirs. .3. The other party's own terms and conditions remain unaffected insofar as they are not in conflict with these terms and conditions. In that case, our terms and conditions will take precedence at all times, even if priority is otherwise stipulated.4. If one or more of the provisions of these general terms and conditions are denied legal force, such lack of legal force will have no effect with regard to the legal force of the other provisions of these general terms and conditions and the binding force of such other provisions will continue unabated.
OFFERS1. All offers made by us, in whatever form, are without obligation, unless expressly stated otherwise.2. Any budgets, plans or other documents accompanying an offer remain our property at all times and must be returned to us carriage paid upon first request. They may not be reproduced or made available to third parties without our permission.3. If the other party does not wish to use our services, we are entitled to charge the costs associated with the offer that were specifically incurred for the other party.4. Sending offers and/or (other) documentation does not oblige us to accept an order. We will inform the other party of non-acceptance as soon as possible, but in any case within 30 days.5. We reserve the right to refuse orders without giving reasons or to deliver cash on delivery.
AGREEMENT1. Except as stated below, an agreement with us will only be concluded after we have accepted or confirmed an order in writing, whereby the date of confirmation is decisive. The order confirmation is deemed to accurately and completely reflect the agreement, unless the other party has immediately protested in writing.2. Any additional agreements or changes made later will only bind us if they have been confirmed by us in writing.3. For transactions for which no quotation or order confirmation is sent due to their nature and size, the invoice is deemed to accurately and completely reflect the agreement, unless a complaint is submitted within 8 working days.4. Each agreement is entered into on our part under the condition precedent that the other party - at our sole discretion - appears to be sufficiently creditworthy for the financial fulfillment of the agreement.5. At or after entering into the agreement, before (further) performance, we are entitled to demand security from the other party that both payment and other obligations will be met.6. We are authorized - if we consider this necessary or desirable - to engage others for the correct execution of the assignment given to us and after consultation with the other party, for the execution of the agreement, the costs of which will be passed on to the other party in accordance with the instructions provided. quotes.
7. The other party is obliged to provide us in a timely manner with all information and documents required for the correct execution of the agreement.8. Drawings, technical descriptions, designs, calculations and other documents form part of the agreement if and insofar as reference is made to them in the agreement. If the drawing deviates from the technical description, the latter shall prevail.
CANCELLATION If the other party wishes to cancel it after an agreement has been concluded, 10% of the order price (incl. VAT) will be charged as cancellation costs, without prejudice to its right to full compensation, including lost profit.
DELIVERY1. From the moment the agreement is concluded, purchased items are at the risk of the other party. Unless otherwise agreed, delivery will take place at the home/business of the other party. Free delivery will only take place if and insofar as this has been agreed by us with the other party and is indicated on the invoice or otherwise.2. The time of delivery is the moment at which the purchased item is ready for transport.3. The other party is obliged to check the delivered goods and the packaging immediately upon delivery, but in any case within 3 working days, for any shortages and/or damage, or to carry this out centrally after notification from us that the goods are available to the other party.4. Any shortages and/or damage to the delivered goods and/or packaging that are present upon delivery must be stated by the other party on the delivery note, the invoice and/or the transport documents, failing which the other party is deemed to have delivered what has been delivered. approved. Complaints in this regard will then no longer be processed.5. We are entitled to deliver in parts (partial deliveries), which we can invoice separately.6. Delivery times are always approximate, unless expressly agreed otherwise in writing.7. If the goods have not been collected by the other party after the delivery period has expired, they will be stored at the expense and risk of the other party.8. Exceeding the delivery time can never entitle the client to compensation and does not entitle the client to suspension or non-fulfillment of its obligations.
TRANSPORT/RISK1. The method of transport, shipping, packaging, etc., will be determined by us as a good manager/merchant, if no further instructions have been provided to us by the other party. Unless otherwise agreed, the other party assumes all risk in this regard, including fault/negligence of the carrier.2. Any specific wishes of the other party regarding transport/shipping will only be carried out if the other party has declared that it will bear the additional costs.3. We are entitled to charge a fee for sustainable packaging materials, which will be stated on the invoice. If we charge such a fee, it will be settled upon return in an undamaged condition.
SPECIAL PROVISIONS RELATING TO CONTRACTING WORK
I (COMPLETION) DELIVERY1. The delivery times stated in the offers, confirmations and agreements are stated to the best of our ability and will be observed as much as possible, but they are not binding unless expressly agreed in writing.2. The specified delivery periods only commence after receipt of the agreed advance payments and all data, documents, materials, etc. to be provided by the other party3. Exceeding these periods for whatever reason will never give the other party the right to compensation, termination of the agreement or non-fulfillment of any obligation that may arise for it from the relevant agreement or from any other agreement related to this agreement.4. If the delivery time is exceeded excessively, but this is at our discretion, we will enter into further consultation with the other party.5. In the event of contracting work, the work is considered completed: a. when we have notified the other party in writing or verbally of the completion of the work and the other party has approved the work.b. after 8 days after we have informed the other party that the work has been completed, and the other party has failed to inspect the work within the period.c. When the work is put into use by the other party, with the understanding that if part of the work is put into use, that part is considered to have been delivered.6. Minor defects will be repaired by us as soon as possible and cannot constitute a reason for withholding approval by the other party. Except for the repair of the aforementioned minor defects, we are only obliged to repair as soon as possible defects that have been brought to our attention in writing within 30 days after delivery. The costs associated with this work will be borne by the other party, unless the cause of the defects can be attributed to us.7. Normal deviations from a representative sample of a natural product do not give the other party the right to cancel, suspend or demand any compensation from the agreement.8. The building materials and materials resulting from the work, which the other party has declared that it wishes to keep, must be removed from the work by the other party. All other building materials and materials will be removed by us, as agreed in the quotation.
II ADDITIONAL AND MINOR WORK1. The other party has the right to order changes to this before or during the execution of the work. Only additional work that has been assigned as such and in writing will be eligible for execution and settlement. The lack of a written order does not affect the other party's claims for execution or our claims for settlement thereof, if and insofar as it can be proven by other means that the additional work has been ordered as such.2. We have the right to charge the other party for costs arising from the following causes: a. when the work has to be changed for reasons beyond our control or cannot be carried out normally and without interruption within normal working hours; b. when government regulations, which were not or could not have been known to us at the time the agreement was concluded, come into force.3. If the final settlement shows that the total of the items mentioned in this article results in a reduction of our contract price, we are entitled to an amount equal to 15% of this reduction.4. Article 7A: 1646 Civil Code – or (future) equivalent provisions – are excluded.
5. If legal regulations or government decisions impose higher requirements on the work than stated in the agreement, changes to the work that are necessary to meet those requirements will be settled as additional work.
III OBLIGATIONS OF THE OTHER PARTY REGARDING CONTRACTING1. The other party undertakes to ensure that we have access to: a. about the permits, exemptions or similar decisions that are required for the design of the work according to the specifications; b. about the building, site or water on which the work is to be carried out; c. about any detailed drawings that include non-visible cables, pipes and other relevant data; d. about the services provided by the other party as a result of the agreement; e. sufficient opportunity for the supply, removal and secure dry storage of building materials, materials and tools; f. sufficient parking space in the immediate vicinity of the work; g. about connection options and required energy for electrical machines, lighting, heating, gas, compressed air, water, etc.2. The other party guarantees that it will continue to comply with all legal requirements regarding safety and working conditions.3. The other party is responsible for the constructions and working methods prescribed by or on behalf of him, including the influence exerted on them by the soil conditions, as well as for the orders and instructions given by or on behalf of him.4. If building materials or resources that the other party has made available are defective, the other party is liable for the damage caused as a result.5. The other party must ensure that the work to be carried out and deliveries that do not belong to our work are carried out in such a way and in such a timely manner that our execution is not delayed, failing which delay costs will be charged.
IV SUSPENSION AND TERMINATION OF WORK IN UNFINISHED STATE1. The other party is entitled to suspend the execution of the work in whole or in part.2. Any costs and damage suffered by us as a result must be reimbursed to us immediately and without further notice of default.3. If the suspension lasts longer than 14 days, we can also demand that the work carried out be settled, regardless of any payment clauses to the contrary.4. If the suspension lasts longer than 28 days, we are entitled to terminate the work in an unfinished state, subject to the obligation of the other party to pay the due installments as well as compensation for all costs and damage arising from the cancellation for us, including compensation for loss of profit set at 10 % of the contract price less costs not incurred by us.
V ADDITIONAL DELIVERY OF MATERIALS, etc. In the event of delivery of materials, etc. by the other party, we will charge 20% of the market price, unless expressly agreed otherwise in writing.
VI OBLIGATIONS RELATING TO THE SALE OF OBJECTS As soon as the other party intends to sell the object in or on which we are to carry out work, the other party is obliged to inform us of this immediately. The same obligation applies in the event of sale of the object, after completion of the work, in the event that full payment has not been made.
VII BILLING1. Unless otherwise agreed in writing, the agreed contract price will be invoiced in 4 installments: - 30% after commencement of the work
– 30% after completion of half of the work – 30% after completion of 3/4 of the work – 10% after complete delivery
2. Unless otherwise agreed in writing, additional work within the delivery period stated above will be invoiced. Reductions in work will be settled at the final invoicing.
PRICES1. The amounts agreed between the parties and the amounts stated in these general terms and conditions do not include VAT.2. The rates apply as stated on our site, unless otherwise agreed in writing.3. In the event of an increase in one or more of the cost price factors, we are entitled to increase the order price accordingly; all this in accordance with any applicable legal regulations, on the understanding that any known future price increases must be stated in the order confirmation.
FORCE MAJEURE1. Force majeure is defined as: Any circumstance beyond the control of the parties or unforeseeable circumstances as a result of which compliance with the agreement can no longer reasonably be expected by the other party.2. If, in our opinion, the force majeure will be of a temporary nature, we have the right to suspend the execution of the agreement until the circumstance causing the force majeure no longer occurs.3. If, in our opinion, the force majeure situation is of a permanent nature, the parties can make arrangements regarding the termination of the agreement and the associated consequences.4. We are entitled to demand payment for the services performed in the execution of the relevant agreement before the circumstance causing force majeure became apparent.5. The party that believes it is or will be in force majeure must immediately inform the other party.
INTELLECTUAL PROPERTY1. If the goods (such as models, designs, images, drawings, software, quotations and the like), which were produced by or on behalf of us during the preparation or execution of the agreement, are subject to intellectual property rights under the law, these rights remain unaffected by us.2 . The other party guarantees us at all times that the use of data provided by the other party or otherwise will not put us in conflict with legal regulations or protected rights of third parties. Furthermore, it fully indemnifies us against all direct and indirect consequences of claims that third parties may assert against us on account of a violation of this warranty.
LIABILITY1. We exclude any liability to the extent that it is not regulated by law.2. Our liability will never exceed the total amount of the relevant contract price.3. Subject to the generally applicable legal rules of public order and good faith, we are not obliged to pay any compensation for damage of any nature whatsoever, direct or indirect, including business damage, to movable or immovable property, or to persons, both to the other party and to third parties. , insofar as this cannot be attributed to us.4. In any case, we are not liable for damage arising from or caused by the (incorrect) use of the delivered goods or by their unsuitability for the purpose for which the other party purchased them.5. By merely receiving the delivered goods by or on behalf of the other party, we are indemnified against any claims from the other party and/or from third parties for
payment of compensation, regardless of whether the damage occurred as a result of composition and/or manufacturing errors or due to any other cause.
6. After 30 days after delivery of the work, we are no longer liable for shortcomings in the work, unless the case occurs as provided for in Article 7A:1645 of the Dutch Civil Code, or if the work contains a hidden defect and we written notice has been given within 4 weeks of discovery.7. Legal action regarding a hidden defect can no longer be brought by the other party or by its successors after 3 years, starting from the moment of delivery. This limitation of liability applies if and insofar as our liability insurers do not provide cover for damage caused to the other party and/or third parties.9. Liability for so-called environmental damage is completely excluded.
ADVERTISING1. We will only process any complaints if they have reached us directly in writing within 8 days after delivery of the relevant performance, with an accurate statement of the nature and basis of the complaints.2. Complaints about invoices must also be submitted in writing within 8 days of the invoice date.3. After the expiry of these terms, the other party is deemed to have approved the delivered goods or the invoice. If so, we will no longer process complaints.4. If we find the complaint to be well-founded, we are solely obliged to deliver the agreed performance.5. If the complaint is found to be well-founded, this does not suspend the client's payment obligation.
WARRANTY1. Subject to the limitations set out below, we provide a warranty on the products and work we supply for a period to be agreed upon. This warranty is limited to occurring manufacturing defects and therefore does not include defects that are caused by parts of the delivered goods that are subject to any form of wear or consumption.2. We do not provide a longer warranty on parts or additions obtained from third parties than the third party supplier provides to us.3. The warranty lapses if the other party and/or third parties engaged by it use the delivered goods in an improper manner.
4. The warranty also lapses if the other party and/or third parties engaged by it carry out work or changes to the delivered goods or if they have made a different choice with regard to construction and material compared to our choice.5. If we replace parts to fulfill our warranty obligation, the replaced parts become our property.6. If the other party does not comply, partially or not in a timely manner, with any obligation arising from the agreement concluded between the parties, we are not obliged to provide a guarantee as long as that situation continues.
RESERVATION OF TITLE1. The goods delivered by us remain our property until the other party has fulfilled all the following obligations under all agreements concluded with us: – the consideration(s) with regard to goods delivered or to be delivered; – the consideration(s) with regard to goods delivered by us under the agreement services performed or to be performed; – any claims due to non-compliance by the other party with (an) agreement(s) concluded with us.2. Goods supplied by us that are subject to retention of title pursuant to paragraph 1 may only be resold in the context of normal business operations. The other party is not authorized to pledge further items or to establish any other right on them.3. We hereby reserve the right of lien as referred to in the Civil Code for matters that have been transferred to the other party in accordance with the provisions of paragraph 1 and that are still under the other party's custody. otherwise may have or receive from the other party. This reservation of liens also applies to goods delivered by us that have been edited or processed by the other party and as a result of which our retention of title would lapse.4. If the other party does not fulfill its obligations or if there is a well-founded fear that it will not fulfill its obligations, we are entitled to remove the delivered goods on which the retention of title referred to in paragraph 1 rests with the other party or with third parties who hold these goods for the other party. ), even if these goods have already been assembled and to stop the work until all arrears have been paid. The costs for dismantling will be charged. The other party is obliged to provide full cooperation in this regard or on penalty of an immediately payable fine of 10% per day of all amounts owed to us.5. If third parties wish to establish or assert any right to the goods delivered under retention of title, the other party is obliged to immediately inform us of this in writing.6. The other party undertakes: to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available to us for inspection; to pledge all claims of the other party against insurers with regard to the goods delivered under retention of title to us at our first request as referred to in the Civil Code; the claims that the other party obtains.
PAYMENT1. Unless otherwise agreed in writing, payment must be made by deposit or transfer to a bank account designated by us within 14 days of the invoice date. The value date stated on our bank statements is decisive and is therefore regarded as the payment day.2. All payments made by the other party serve primarily to settle any interest and collection costs incurred by us and subsequently to settle the oldest outstanding invoices.
3. In the event that the other party: a. is declared bankrupt, transfers its assets, submits a request for suspension of payments or seizes all or part of its property, b. dies or is placed under guardianship, c. fails to fulfill any obligation under the law or these conditions, d. fails to pay an invoice amount or part thereof within the specified period, e. decides to discontinue or transfer its business or a significant part thereof, including the contribution of its business to a company to be established or already existing, or changes the objective of its business, f. informs us that it wishes to sell the object in or on which we (must) carry out our work, we have the right, simply by the occurrence of one of the circumstances mentioned, to consider the agreement as dissolved without any judicial intervention being required. , or any amount owed by the other party on the basis of the services provided by us, immediately and without any warning or notice of default being required, all without prejudice to our right to compensation for costs, damages and interests.
INTEREST AND COSTS1. If payment has not been made within the period stated in the previous article, the other party is legally in default and owes interest of 1% per (part of a) month on the outstanding amount from the invoice date.2. All judicial and extrajudicial costs incurred will be borne by the other party.
RIGHT OF RETENTION1. We are entitled to retain the goods or other goods that we have or will receive from the other party until everything due to us under the concluded agreement has been paid in full by the other party.2. The risk of the items and other goods covered by this right of retention remains with the other party.
DISPUTES AND APPLICABLE LAW1. Dutch law applies to all our offers and agreements.2. All disputes, including those that are only considered as such by one party, arising from or relating to the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or implementation, both of a factual and legal nature, will be settled by the competent civil court within whose jurisdiction our place of residence is located, unless the subdistrict court has jurisdiction.
OFFERS AND AGREEMENTS1. Unless expressly stated otherwise in the offer, an offer from the other party is binding on the other party.2. The prices quoted are exclusive of VAT. and are free of charge, including packaging and/or packaging, unless stated otherwise in the offer.3. The agreement between us and the other party is deemed to have been concluded and is fully proven by our order confirmation. If and insofar as our order confirmation deviates from the other party's offer, the latter must inform us of its objections in writing within 8 days of the date of the order confirmation, failing which the agreement is concluded.
DELIVERY TIME AND DELIVERY1. The specified delivery times are binding for the other party, unless expressly agreed otherwise. The delivery time starts on the day on which the other party receives an order confirmation from us.2. The other party will deliver the goods to the location stated in the agreement. If no such location has been agreed, delivery will take place at our warehouse.3. Delivery will be made free of charge to the location specified in paragraph 2.4. The risk of damage, destruction or loss of the goods to be delivered only passes to us once the goods have been delivered to the location specified in paragraph 2. The goods therefore travel at the expense and risk of the other party.
LIABILITY1. If we or one or more third parties suffer damage as a result of shortages or errors, of whatever nature, in the products and/or services that the other party supplies to us and/or as a result of delays in delivery, the other party is liable for all ( consequential) damage that is our responsibility or will be charged to us. The other party will indemnify us against such damage.
TRANSFER OF OWNERSHIP1. The ownership of the delivered goods is transferred to us immediately after they have been delivered in accordance with the delivery times stated in paragraph 2.
PAYMENT AND SETTLEMENT1. The invoices to be sent to us by the other party must meet the requirements set by law, such as those set in or pursuant to the Turnover Tax Act 1968. Invoices that do not meet these requirements will be returned and not paid.2. The other party is not entitled to increase the invoice with a so-called credit limitation surcharge.3. Unless expressly agreed otherwise, the goods delivered by the other party will be paid by us no later than 30 days after receipt of the invoice. After this period has expired, the other party must give us notice of default by registered letter. The other party must give us a reasonable period of time for compliance in this letter.4. We are entitled to set off the amounts owed or to be claimed by us on the basis of the agreement with amounts to be claimed or owed by the other party for whatever reason. New paragraph