Article 1: General
1.1. These terms and conditions apply to all offers made by the contractor, to all agreements concluded by the contractor, and to all agreements that may result from these.
1.2. The company using these terms and conditions is referred to as the 'supplier' or 'contractor.' The counterparty is referred to as the client.
1.3. In case of a conflict between the content of the agreement concluded between the client and the contractor and these terms and conditions, the provisions of the agreement shall prevail.
Article 2: Offers
2.1. All offers are non-binding.
Article 3: Intellectual Property Rights
3.1. Unless otherwise agreed in writing, the contractor retains the copyrights and all industrial property rights to the offers made by him, provided designs, images, drawings, (sample) models, software, measurement and work forms, and the like.
3.2. The rights to the data mentioned in paragraph 1 of this article shall remain the property of the contractor, regardless of whether the client has been charged for their production. These data may not be copied, used, or shown to third parties without the prior express written consent of the contractor.
Article 4: Advice and Provided Information
4.1. The client cannot derive any rights from advice and information provided by the contractor if they do not relate to the assignment.
4.2. If the client provides data, drawings, and the like to the contractor, the contractor may assume the correctness and completeness thereof when executing the agreement.
4.3. The client indemnifies the contractor against any claims from third parties regarding the use of advice, drawings, calculations, designs, materials, samples, models, and the like provided by or on behalf of the client.
Article 5: Delivery Time / Execution Period
5.1. The delivery time and/or execution period are determined by the contractor approximately.
5.2. In determining the delivery time and/or execution period, the contractor assumes that he can carry out the assignment under the circumstances known to him at that time.
5.3. The delivery time and/or execution period shall only commence when there is agreement on all commercial and technical details, when all necessary data, final and approved drawings, etc., are in the possession of the contractor, when the agreed (term) payment has been received, and when the necessary conditions for the execution of the assignment have been met.
5.4. a. If there are circumstances other than those known to the contractor when he determined the delivery time and/or execution period, he may extend the delivery time and/or execution period with the time required to carry out the assignment under these circumstances. If the work cannot be scheduled into the contractor's planning, it will be carried out as soon as his schedule allows. b. In case of additional work, the delivery time and/or execution period shall be extended by the time required by the contractor to (have) deliver(ed) the materials and parts necessary for it and to perform the additional work. If the additional work cannot be scheduled into the contractor's planning, the work will be carried out as soon as his schedule allows. c. In case of suspension of obligations by the contractor, the delivery time and/or execution period shall be extended by the duration of the suspension. If the resumption of the work cannot be scheduled into the contractor's planning, the work will be carried out as soon as his schedule allows. d. In case of inclement weather, the delivery time and/or execution period shall be extended by the delay caused by it.
5.5. Exceeding the delivery time and/or execution period shall in no case entitle to compensation or dissolution.
Article 6: Transfer of Risk
6.1. Delivery shall take place ex works, the contractor's place of business, in accordance with the latest version of the Incoterms. The risk of the goods shall pass to the client at the moment the contractor makes them available to the client.
Article 7: Price Change
7.1. The contractor may pass on an increase in cost-determining factors that has occurred after the submission of a quotation to the client.
Article 8: Force Majeure
8.1. The contractor has the right to suspend the performance of his obligations if he is temporarily prevented from fulfilling his contractual obligations to the client due to force majeure.
8.2. Force majeure includes, among other things, the circumstance that suppliers, subcontractors of the contractor, or transporters engaged by the contractor do not or do not timely meet their obligations, weather conditions, earthquakes, fires, power outages, loss, theft, or loss of tools or materials, roadblocks, strikes or work stoppages, and import or trade restrictions.
8.3. The contractor is no longer entitled to suspend if the temporary impossibility of performance has lasted more than six months. After this period, the client and the contractor may terminate the agreement with immediate effect, but only for that part of the obligations that has not yet been performed.
8.4. In the event of force majeure and if performance becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect for that part of the obligations that has not yet been performed.
8.5. Neither party is entitled to compensation for any damage suffered or to be suffered as a result of the suspension or termination referred to in this article.
Article 9: Scope of the Work
9.1. The client must ensure that all permits, (parking) exemptions, and other decisions necessary for the execution of the work are obtained in a timely manner.
9.2. The following costs are not included in the price of the work: a. the costs for excavation, piling, demolition, foundation, masonry, carpentry, plastering, painting, sealing, wallpapering, repair work, or other construction work; b. the costs for the connection of gas, water, electricity, or other infrastructure facilities; c. the costs to prevent or limit damage to items present at or near the work; d. the costs for the removal of materials, building materials, or waste; e. travel and accommodation expenses.
Article 10: Changes in the Work
10.1. Changes in the work shall result in additional or reduced work in any case if: a. there is a change in the design, specifications, or specifications; b. the information provided by the client does not correspond to reality.
10.2. Additional and reduced work shall be calculated based on the price-determining factors that apply at the time the additional and reduced work is carried out.
10.3. The client is obliged to pay the price of the additional work as referred to in paragraph 1 of this article, at the choice of the contractor, at one of the following moments: a. when the additional work occurs; b. simultaneously with payment of the principal sum; c. at the next agreed payment term.
10.4 The situation on-site and the dimensions of the opening or recess may not change after the measurements have been taken. If this does occur, the contractor is not responsible for any resulting costs or the doors not fitting. The measurements taken by the contractor are always leading. If a measurement error has been made by the contractor, the price may increase or decrease depending on the difference in measurements. Any sealing and painting work on walls/ceiling is not carried out by the contractor, nor is the repair of damage caused during installation and/or measurements (such as cracks from drilling, etc.). Any skirting boards will be removed or cut, depending on the situation, and not finished. Furthermore, the contractor is not liable for any damage caused by incorrect information provided by the client (position of pipes, structural stability, etc.). The contractor is not responsible for product failure due to wood movement.
Article 11: Execution of the Work
11.1. The client shall ensure that the contractor can carry out his work undisturbed and at the agreed-upon time and that he has the necessary facilities available for the execution of his work, such as: a. gas, water, and electricity; b. heating; c. lockable dry storage space; d. facilities prescribed by the Working Conditions Act and regulations.
11.2. If the client fails to fulfill his obligations as described in the previous paragraphs of this article, and this results in a delay in the execution of the work, the work will be carried out as soon as the client fulfills all his obligations and the contractor's schedule permits. The client is liable for all damage resulting from the delay incurred by the contractor.
Article 12: Completion of the Work
12.1. The work is considered completed in the following cases: a. if the client has approved the work; b. if the work has been taken into use by the client. If the client puts part of the work into use, that part is considered completed; c. if the contractor has informed the client in writing that the work has been completed, and the client has not notified in writing within 14 days of the communication whether or not the work has been approved.
12.2. If the client does not approve the work, he is obliged to notify the contractor immediately in writing, stating the reasons. The client must give the contractor the opportunity to complete the work.
12.3. The client indemnifies the contractor against claims from third parties for damage to parts of the work that have not yet been completed, caused by the use of parts of the work that have already been completed.
Article 13: Liability
13.1. In the case of an attributable failure, the contractor is obliged to fulfill his contractual obligations.
13.2. The obligation of the contractor to pay damages on any legal basis is limited to the damage for which the contractor is insured under an insurance policy taken out by or for his benefit, but is never higher than the amount paid out by this insurance in the relevant case.
13.3. If, for any reason, the contractor is not entitled to invoke the limitation of paragraph 2 of this article, the obligation to pay damages is limited to a maximum of 15% of the total contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the contract sum for that part or partial delivery.
13.4. Not eligible for compensation are: a. consequential damages. Consequential damages include, among other things, delay damages, loss of production, lost profits, transport costs, and travel and accommodation expenses; b. supervisory damage. Supervisory damage includes damage caused by or during the execution of the work to items being worked on or to items located in the vicinity of the place where the work is being carried out; c. damage caused by intent or gross negligence of auxiliary persons or non-managerial subordinates of the client.
13.5. The contractor is not liable for damage to materials provided by or on behalf of the client as a result of an improperly executed operation.
13.6. The client indemnifies the contractor against all third-party claims for product liability as a result of a defect in a product delivered by the client to a third party and consisting (in part) of products and/or materials supplied by the contractor. The client is obliged to reimburse all damages suffered by the contractor in this respect, including the (full) defense costs.
13.7. All liability of the contractor towards the client expires after 12 months from the moment the goods were delivered or should have been delivered or from the day the work was completed or should have been completed.
Article 14: Warranty and Other Claims
14.1. Unless otherwise agreed in writing, the contractor guarantees the proper execution of the agreed performance for a period of six months on assembly and three years on the product after (delivery). If a different warranty period has been agreed, the other sections of this article also apply.
14.2. If the agreed performance has not been proper, the contractor will choose whether to rectify it properly or credit the client for a proportionate part of the invoice. If the contractor chooses to rectify the performance properly, he determines the method and timing of execution himself.
14.3. In all cases, the client must give the contractor the opportunity to rectify any defects or to reperform the operation.
14.4. Repairs and warranty work are carried out at the location where the product has been assembled, delivered, or collected.
14.5. The client can only invoke the warranty after he has fulfilled all his obligations towards the contractor.
14.6. a. No warranty is given if defects result from normal wear and tear, improper use, improper maintenance, installation, assembly, modification, or repair by the client or third parties, defects in or unsuitability of items originating from or prescribed by the client, defects in or unsuitability of materials or tools used by the client. b. No warranty is given on delivered items that were not new at the time of delivery, the inspection and repair of the client's items, parts for which a manufacturer's warranty has been granted.
14.7. The provisions of paragraphs 2 to 6 of this article apply mutatis mutandis to any claims by the client based on breach of contract, non-compliance, or any other legal basis.
14.8. The client may not transfer rights under this article.
14.9. Photos taken of the installed product may be used for advertising/promotional purposes and shared on the contractor's website and its social media pages.
Article 15: Complaint Duty
15.1. The client can no longer invoke a defect in the performance if he has not complained about it in writing to the contractor within three days after discovering it or should reasonably have discovered it.
15.2. Complaints about the amount of the invoice amount must be submitted to the contractor in writing within the payment term, on pain of forfeiture of all rights. If the payment term is longer than thirty days, the client must have submitted the complaint in writing no later than thirty days after the invoice date.
Article 16: Non-Acceptance of Goods
16.1. The client is obligated to accept the goods or items that are the subject of the agreement at the agreed-upon location upon the expiration of the delivery time and/or execution period.
16.2. The client must provide all reasonable cooperation to enable the contractor to make the delivery.
16.3. Goods not accepted will be stored at the expense and risk of the client.
Article 17: Payment
17.1. Payment shall be made to an account designated by the contractor.
17.2. Unless otherwise agreed, payment shall be made as follows: 50% of the total price immediately after measurement; - 50% of the total price two working days prior to the commencement of installation, delivery, and/or assembly work.
17.3. If the client fails to meet his payment obligation, he shall be obliged to fulfill a request from the contractor for payment in lieu of the agreed monetary payment.
17.4. The client's right to set off his claims against the contractor or to suspend them is excluded unless the contractor is declared bankrupt or statutory debt rescheduling applies to the contractor.
17.5. Regardless of whether the contractor has fully performed the agreed performance, everything the client owes or will owe the contractor under the agreement is immediately due and payable if: a. a payment term has been exceeded; b. bankruptcy or suspension of payment of the client has been requested; c. attachment of the client's assets or claims has been made; d. the client (corporation) is dissolved or liquidated; e. the client (natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship, or has died.
17.6. The contractor is entitled to set off his debts to the client against claims of affiliated companies of the contractor on the client. In addition, the contractor is entitled to set off his claims against the client against debts of affiliated companies of the contractor to the client. Furthermore, the contractor is entitled to set off his debts to the client against claims on the client of affiliated companies of the contractor. Affiliated companies are understood to mean companies that belong to the same group within the meaning of Article 2:24b of the Dutch Civil Code and a participating interest within the meaning of Article 2:24c of the Dutch Civil Code.
17.7. If the contractor is successful in legal proceedings, all actual costs incurred by the contractor in connection with these proceedings shall be borne by the client.
Article 18: Securities
18.1. The contractor remains the owner of the delivered goods as long as the client: a. fails or will fail to fulfill his obligations under this or other agreements; b. has not paid claims arising from the failure to fulfill the aforementioned agreements, such as damages, penalties, interest, and costs.
18.2. As long as an ownership reservation exists on delivered goods, the client may not encumber, dispose of, or resell them outside his normal business operations.
18.3. After invoking his ownership reservation, the contractor may reclaim the delivered goods. The client shall cooperate fully in this regard.
18.4. The contractor has a right of pledge and a right of retention on all items that he holds or will acquire under any title and for all claims that he has against the client or may acquire in relation to anyone demanding surrender.
18.5. If, after the goods have been delivered in accordance with the agreement, the client has fulfilled his obligations, the ownership reservation for these goods will be revived if the client fails to fulfill his obligations from a later concluded agreement.
Article 19: Termination of the Agreement
If the client wishes to terminate the agreement without any default on the part of the contractor and the contractor agrees to it, the agreement will be terminated by mutual consent. In this case, the contractor is entitled to compensation of 15% of the principal sum and any advance payment made.
Article 20: Applicable Law and Competent Court
20.1. Dutch law applies.
20.2. The United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.) does not apply, nor does any other international regulation that can be excluded.
20.3. Only the Dutch civil court that has jurisdiction in the contractor's place of business shall have jurisdiction over disputes, unless this is contrary to mandatory law. The contractor may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.
