Article 1: Definitions
In these general terms and conditions, the following terms are used in the following meanings unless explicitly stated otherwise:
Article 2: General
2.1 These general terms and conditions apply to every offer, quotation, and agreement between the User and a Client to which the User has declared these general terms and conditions applicable, as long as these terms and conditions have not been expressly and in writing deviated from by both parties.
2.2 These general terms and conditions also apply to all agreements with the User for the execution of which the User uses the services of third parties.
2.3 Any deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.
2.4 The applicability of any other terms and conditions of the Client is expressly excluded.
2.5 If one or more provisions in these general terms and conditions are null or void, the remaining provisions of these general terms and conditions will remain in force. The User and the Client will agree on new provisions to replace the null or void provisions, taking into account the purpose and intent of the original provisions.
Article 3: Offers and Quotations
3.1 All offers, in whatever form, are non-binding unless a period for acceptance is stated in the offer.
3.2 The agreement is established upon the acceptance of the User’s offer:
a) after the signing of a formal agreement by both parties, effective from the date of signing, or
b) after receiving and approving the Client’s written acceptance of the User’s offer, or
c) in the absence of the above, by the Client handing over the product to be processed and/or relevant documents necessary for the assignment to the User.
3.3 If the Client’s acceptance deviates from the offer made by the User, the User is not bound by this deviation. The agreement will not be concluded based on this deviating acceptance unless the User explicitly indicates otherwise.
3.4 Delivery times stated by the User are indicative and do not entitle the Client to dissolution or compensation if exceeded, unless explicitly agreed otherwise.
3.5 Prices in the offers are stated in Euros, exclusive of VAT and other government-imposed charges, as well as shipping and any transportation, travel, or packaging costs, unless explicitly stated otherwise.
3.6 A composite price quote does not oblige the User to perform a part of the assignment for a corresponding portion of the price stated.
3.7 If the User enters into multiple agreements with the Client, the present general terms and conditions will apply to all future agreements, whether or not explicitly declared applicable.
3.8 If a natural person enters into an agreement on behalf of or for the account of another natural person, they declare themselves authorized to do so by signing the contract. This person is jointly and severally liable with the natural person for all obligations arising from the agreement.
3.9 Offers or quotations do not apply to future assignments.
Article 4: Execution of the Agreement
4.1 The User will execute the agreement to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship, based on the current state of science and in line with the requirements and specifications set by Dutch law.
4.2 The method of execution is determined by the User unless explicitly agreed otherwise in writing by the parties.
4.3 If and insofar as the proper execution of the agreement requires, the User is entitled to have certain tasks performed by third parties.
4.4 The Client must ensure that all information, documents, materials, and/or the product to be processed, which the User indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to the User in a timely manner. If the necessary information for executing the agreement is not provided in time, the User is entitled to suspend the execution of the agreement and/or charge the Client for the extra costs resulting from the delay according to the usual rates.
If the User’s offers and price quotations are based on the information provided by the Client, the Client guarantees that they have provided all essential information for the order truthfully and in a timely manner. The User cannot be held liable for the information provided by the Client.
4.5 The User is not liable for any damages resulting from incorrect or incomplete data provided by the Client unless the User should have been aware of the incorrectness or incompleteness.
The Client cannot hold the User to an offer if the Client knows or should reasonably understand that the offer contains an obvious (qualitative or quantitative) error or mistake.
4.6 If it is agreed that the agreement will be executed in phases, the User may suspend the execution of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
4.7 The Client indemnifies the User against any claims from third parties that suffer damage in connection with the execution of the agreement, and the damage is attributable to the Client.
Article 5: Typesetting, Printing, Film, or Other Proofs
5.1 The Client is obliged to carefully check any typesetting, printing, film, or other proofs provided by the User, either upon the Client’s request or otherwise, for errors and defects and return them to the User, corrected or approved, as quickly as possible. The Client shall also notify the User promptly in writing whether the approved item conforms to the order or if there are any remarks on the proof. Approval of the proofs by the Client constitutes acknowledgment that the User has performed the preceding work correctly.
5.2 Any proof created at the Client’s request is charged separately in addition to the agreed price, unless it has been explicitly agreed that the costs of these proofs are included in the price.
Article 6: Supplied Materials, Items, and Retention Rights
6.1 The Client is required to ensure that, before delivering any data, documents, materials, and/or products to the User, copies or backup files of the relevant information are made. The Client must retain these copies for the case that the data is lost or rendered unusable during storage with the User. If this happens, the Client must provide the relevant data to the User again upon request.
6.2 The costs of sending materials and such to the User, and their storage, are the Client’s responsibility.
6.3 The User is entitled to handle the supplied materials as if they were their property.
6.4 Items, materials, and data provided by the Client are used for the assignment and stored with adequate security.
6.5 The User is entitled to retain any items of the Client in their possession until the Client has fulfilled all obligations towards the User unless the Client has provided sufficient security for these costs.
Article 7: Amendment of the Agreement
7.1 If during the execution of the agreement, it becomes apparent that a change or addition to the work is necessary for a proper execution of the agreement, the parties shall adjust the agreement accordingly in mutual consultation.
7.2 If the parties agree that the agreement is amended or supplemented, this may affect the completion time. The User will notify the Client of this as soon as possible.
7.3 If the amendment or supplement to the agreement has financial and/or qualitative consequences, the User will inform the Client in advance.
7.4 If a fixed fee has been agreed, the User will indicate to what extent the amendment or supplement to the agreement will result in an overrun of this fee.
Article 8: Delivery
8.1 Delivery is made from the User’s address, unless otherwise agreed by the parties.
8.2 The Client is obliged to take possession of the goods at the moment the User delivers them or has them delivered, or at the moment these goods are made available to the Client under the agreement.
8.3 If the Client refuses to take possession of the goods or fails to provide the necessary information or instructions for the delivery, the User is entitled to store the goods at the Client’s risk and expense.
8.4 If the goods are delivered, the User is entitled to charge delivery costs.
8.5 If the User has specified a delivery time, this is indicative. The specified delivery time is never a strict deadline. If a deadline is exceeded, the Client must provide the User with written notice of default.
8.6 If the User requires data from the Client to execute the agreement, the delivery time commences after the Client has provided these to the User.
8.7 The User is entitled to deliver the goods in parts. The User is entitled to invoice partial deliveries separately.
Article 9: Inspection, Complaints
9.1 The Client is required to inspect the work performed or the completed assignment at the time of delivery, or in any case within eight days thereafter. Complaints regarding the work performed or the completed assignment must be reported by the Client to the User within four days after discovery. The notice of default must contain as detailed a description of the shortcoming as possible so that the User can respond appropriately.
9.2 If a complaint is justified, the User will still perform the work as agreed unless it has become demonstrably pointless for the Client. In the latter case, the Client must communicate this in writing.
9.3 If it is no longer possible or useful to perform the agreed work, the User will only be liable within the limits of the “Liability” article.
9.4 Complaints regarding invoices must also be submitted in writing within 14 days after the invoice date.
9.5 After the aforementioned periods have expired, the Client is deemed to have accepted the work or invoice as performed.
Article 10: Prices
10.1 Unless otherwise stated, prices are based on delivery from: the company warehouse or other storage location, excluding VAT, import duties, other taxes, levies, and rights, excluding packaging, loading, unloading, transport, and insurance costs, and stated in Euros. Any exchange rate changes will be passed on.
10.2 In the event of an increase in one or more cost price factors of more than 6%, the User is entitled to increase the order price accordingly, taking into account any relevant legal regulations, provided that already known future price increases are stated at the time of order confirmation.
Article 11: Payment
11.1 Payment must be made within 14 days of the invoice date in a manner indicated by the User, in the currency invoiced. Objections to the invoice do not suspend the payment obligation.
11.2 If the Client fails to pay within 30 days, they are in default by operation of law. The Client is then liable for interest at a rate of 1% per month, or part thereof, unless the statutory commercial interest or statutory interest is higher, in which case the higher rate applies. Interest on the due amount will be calculated from the moment the Client is in default until full payment of the amount is made.
11.3 In the event of liquidation, bankruptcy, admission of the Client to statutory debt rescheduling under the Dutch Debt Restructuring Natural Persons Act, attachment, or (temporary) suspension of payments of the Client, the User’s claims against the Client are immediately due and payable.
11.4 Payments are first applied to reduce costs, then to reduce accrued interest, and finally to reduce the principal and ongoing interest.
Article 12: Retention of Title
12.1 As long as the Client has not fully met all payment obligations towards the User under the agreement or related or subsequent agreements, the User retains ownership of the delivered goods. Ownership of all delivered goods transfers to the Client as soon as the Client has fulfilled all obligations towards the User.
The Client must always cooperate with the User’s exercise of the retention of title, including granting access to locations for the retrieval of the delivered goods.
12.2 The Client is not entitled to transfer, encumber, or otherwise dispose of the goods covered by the retention of title.
12.3 If third parties seize the goods delivered under retention of title or seek to establish or assert rights to them, the Client must notify the User as soon as reasonably expected.
12.4 If the User wishes to exercise their rights as indicated in this article, the Client unconditionally and irrevocably authorizes the User to access any locations where the User’s property is located and to reclaim these goods.
Article 13: Collection Costs
13.1 All costs incurred by the User to collect payment, both judicially and extrajudicially, are for the Client’s account. These extrajudicial collection costs are calculated according to the scale stipulated in article 6:96 paragraph 5 of the Dutch Civil Code, with a minimum of €250 per claim.
13.2 If the User has incurred higher costs that were reasonably necessary, these will also be reimbursed.
13.3 Judicial and execution costs are also borne by the Client.
Article 14: Cancellation
14.1 If the Client wishes to cancel an agreement after it has been concluded, but before the User has started execution, 10% of the agreed price (including VAT) will be charged to the Client as cancellation costs, without prejudice to the User’s right to full compensation, including lost profits.
14.2 If the Client refuses to accept goods already purchased by the User, such as materials and raw materials, whether processed or not, the Client is obliged to reimburse all resulting costs.
14.3 Cancellation must be made by registered letter.
Article 15: Suspension and Dissolution
15.1 The User is entitled to suspend the performance of obligations if:
15.2 The User is also entitled to dissolve the agreement if circumstances arise that make performance of the agreement impossible or, according to standards of reasonableness and fairness, can no longer be required, or if other circumstances arise that make the unchanged continuation of the agreement unreasonable.
15.3 If the agreement is dissolved, the User’s claims against the Client become immediately due and payable. If the User suspends the fulfillment of obligations, they retain their legal and contractual rights.
15.4 The User always reserves the right to claim compensation for damages in the event of suspension or dissolution.
Article 16: Return of Supplied Items
At the end of the agreement, any items provided by the Client will either be returned or destroyed at the Client’s discretion, after it has been demonstrated that the Client has fulfilled all obligations under the agreement.
Article 17: Liability
The User’s liability towards the Client, regardless of its nature, is limited to the amount (excluding VAT) invoiced by the User to the Client in the six months prior to the occurrence of the liability, with a maximum of €10,000 (ten thousand euros) per event or series of related events. The User excludes liability for indirect damages, including but not limited to consequential damages, delays, lost profits, missed savings, third-party penalties, data loss, damage due to hacked systems, and business interruption.
Article 18: Indemnification
18.1 The Client indemnifies the User against third-party claims regarding intellectual property rights to materials, items, or data provided by the Client used in the execution of the agreement.
18.2 If the Client provides the User with data carriers, electronic files, software, etc., the Client guarantees that these are free from viruses and defects.
Article 19: Transfer of Risk
19.1 The Client must take possession of the goods immediately after they are ready. When the goods are available or offered for delivery to the Client, but the Client refuses to accept them, delivery occurs by written notification from the User.
19.2 The risk of loss or damage to the goods transfers to the Client at the moment these goods are legally or factually delivered to the Client or a third party designated by the Client.
19.3 The shipment of the completed assignment is at the Client’s risk.
Article 20: Force Majeure
In addition to article 6:75 of the Dutch Civil Code, the Supplier cannot be held responsible for any shortcoming in fulfilling obligations towards the Client due to circumstances beyond the Supplier’s control. These circumstances include pandemics, government intervention, weather conditions, power outages, internet disruptions, computer viruses, hacked systems, cyberattacks, strikes, and failures by suppliers.
If such a situation arises and prevents the Supplier from fulfilling obligations, the obligations will be suspended for the duration of the force majeure. If the situation lasts for 30 days, the Supplier may dissolve the agreement. If the situation lasts longer than 90 days, the Client may dissolve the agreement.
Article 21: Confidentiality
21.1 Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or another source during the agreement. Information is considered confidential if it has been designated as such or can reasonably be understood as such from the nature of the information.
21.2 If the User is required by law or court order to disclose confidential information, they are not liable for any resulting damages, and the Client cannot dissolve the agreement on these grounds.
Article 22: Intellectual Property and Copyrights
22.1 The User retains all intellectual property rights under the Dutch Copyright Act.
22.2 Any materials provided by the User, including but not limited to reports, advice, agreements, designs, sketches, printed materials, drawings, and software, are intended exclusively for use by the Client and may not be reproduced, sold, or disclosed to third parties without the User’s prior consent.
22.3 The User retains the right to use knowledge gained from performing work for other purposes, provided no confidential information is disclosed to third parties.
Article 23: Models
23.1 If a model is shown or provided to the Client, it is presumed to be only an indication unless explicitly agreed that the delivered product will conform to the model.
23.2 Color deviations cannot be a reason for complaint.
Article 24: Disputes
The court in the User’s place of establishment has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. The User reserves the right to submit the dispute to the court in the Client’s place of residence.
Article 25: Applicable Law
All agreements between the User and the Client are governed by Dutch law.
Article 26: Filing
These terms and conditions have been filed with the Chamber of Commerce in ‘s-Hertogenbosch under number 64.591 and/or are published on our website. The most recent version shall prevail.
