General Terms and Conditions
Article 1. General
1. These conditions apply to every offer, quotation and agreement between the customer, hereinafter referred to as: "User", and a Client on which the User has declared these conditions applicable, in so far as these conditions are not explicitly stated by the parties in writing. 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 User and his management.
4. The applicability of any purchasing or other conditions of the Client is explicitly rejected.
5.If one or more provisions in these general terms and conditions at any time wholly or partially be void or destroyed, then the other provisions in these general conditions remain fully applicable. The User and the Client 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 about the interpretation of one or more provisions of these general terms and conditions, 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 User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that User would in any way 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 without obligation, unless a deadline for acceptance has been set in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way 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 quotations or offers if the Client 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 and accommodation, shipping and handling costs, unless stated otherwise.
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; execution times, transfer of risk, implementation and amendment of the agreement; price increase
1. The agreement between the User and the Client 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 of time has been agreed or specified for the execution of certain work or for the delivery of certain goods, this shall never be a strict deadline. In the event that a period is exceeded, the Client must therefore give the User written notice of default. User must be offered a reasonable period to still implement the agreement.
3.User will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
4.User has the right to have certain work done by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
5. If the User or the third parties engaged by the User carry out activities within the framework of the assignment at the location of the Client or a location designated by the Client, the Client shall provide free of charge the facilities reasonably desired by those employees.
6. Delivery is done by the User's business. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or is negligent with the provision of information or instructions that are necessary for the delivery, then the User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or loss of value will pass to the Client at the time when goods are available to the Client.
7.User is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
8. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
9.The Client shall ensure that all data, of which the User indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the agreement, are provided to the User in a timely manner. If the data required for the execution of the agreement have not been provided to the User in time, the User has the right to suspend the performance of the agreement and / or to charge the Client for the additional costs arising from the delay in accordance with the then customary rates. bring. The execution period does not commence earlier than after the Client has made the information available to the User. User is not liable for damage of any kind, because User has assumed incorrect and / or incomplete information provided by the Client.
10.If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement this, then 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 Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also 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 Client accepts the possibility of changing the agreement, including the change in price and term of execution.
11.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 Client 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 by the User and is not a reason for the Client to terminate or cancel the agreement.
12. 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 goods to be delivered in that context. 13.If the Client is in default in the proper performance of what he is obliged to User, then the Client is liable for all damage on the part of the User thereby directly or indirectly arise. 14.If User agrees a fixed fee or fixed price with the Client, then User is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation pursuant to the law or regulation or is due to an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably be foreseen at the time the agreement was entered into. 15. If the price increase other than as a result of an amendment to the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who 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 agreement; if the price increase arises from a power or an obligation on the User under the law; if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement; or, on delivery of a case, if it is stipulated that the delivery will take place longer than three months after the purchase.
Article 4 Suspension, dissolution and premature termination of the agreement
1.User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely, fulfill the obligations from the agreement, after the conclusion of the agreement User learns of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part the Customer can no longer be required of the User to fulfill the agreement against the originally agreed conditions.
2. The User shall also be entitled to dissolve the agreement if circumstances arise which are of such a nature that compliance with 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 the User on the Client will be 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 suspend or dissolve, 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 Client, the User is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
6.If the Client does not fulfill his obligations arising from 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 Client, 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 Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless User indicates otherwise.
8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client 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 Client are immediately due and payable in that case.
9. If the Client cancels all or part of an order placed, the work that has been performed and the items ordered or prepared for it will be increased by any possible delivery and delivery costs thereof and the working hours reserved for the execution of the agreement, fully charged to the Client.
Article 5 Force majeure
1. User is not obliged to fulfill any obligation towards the Client 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 is understood in these general terms and conditions, in addition to the relevant provisions in 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.User can suspend the obligations from the agreement during the period that the force majeure continues. 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. As far as the User has at the time of the occurrence of force majeure partially fulfilled his obligations under the agreement or will be able to comply with them, and the part to which the fulfilled or to be fulfilled belongs, the User is entitled to comply with the already fulfilled or fulfilled part. part of invoicing separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
1. Payment must always be made within 14 days after 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 Client fails to pay an invoice in time, then the Client is legally in default. The Client 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 that the Client is in default until the moment of payment of the full amount due. 3.User shall be entitled to have the payments made by the Client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. User can, without being in default, refuse an offer of payment if the Client 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. 4. The Client is never entitled to set off the amount due to User. Objections against the height of an invoice do not suspend the payment obligation. The Client who 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. 5.If the Client is in default in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the Client. The default of the Principal who is a natural person, who does not act in the exercise of a profession or business (private client), takes effect after he has been summoned to pay within fourteen days after the day of reminder and payment is not forthcoming. The reminder also indicates the consequences of the absence of payment. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if the User has incurred higher costs for collection that were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs incurred are eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
Article 7 Retention of title
1. The by User delivered within the framework of the Agreement remains the property of the User until the Client has properly fulfilled all obligations from the agreement (s) concluded with the User. 2. The 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 Principal is not authorized to pledge or encumber it under the retention of title in any other way. 3. The Client must always do everything that can reasonably be expected of him to secure the property rights of the User. If third parties seize the goods delivered under retention of title or want to establish or assert rights thereon, then the Client is obliged to immediately inform User of this. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the User on first request. In the event of a payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Client undertakes towards the User in advance to cooperate with everything that may prove necessary or desirable in that context. 4.If the User wishes to exercise his property rights as referred to in this article, the Client 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 User's property is located and return it. to take.
Article 8 Guarantees, research and complaints, limitation period
1. The items 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 for 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 Client must verify itself that the use thereof is suitable for use there 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 15 days 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 ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties if, without the written consent of User, Client or third parties have made changes to the case or have attempted to make changes, other matters have been confirmed that need not be confirmed or if these have been modified or processed in a manner other than the prescribed manner. The Client is also not entitled to warranty if the defect arises due to or is the result of circumstances where the User can not influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), et cetera. 4.The Client 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 Client 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 invisible 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 Client must give the User the opportunity to investigate a complaint. 5.If the Client makes a timely complaint, this does not suspend his payment obligation. The Client will in that case also be obliged to purchase and pay for the otherwise ordered items and what he has commissioned the User. 6. If a defect is reported later, the Client 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 of time after receiving it or, if returning is not reasonably possible, written notification regarding the defect by the Client, at the option of User, replace or take care of repair or replacement fee to the Client. In the event of replacement, the Client 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 thereby incurred, including the research costs, on the part of the User thereby, fully for the account of the Client. 9.After expiration of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client. 10. Notwithstanding the statutory limitation periods, the limitation period of 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.
Article 9 Liability
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 or incomplete information provided by or on behalf of the Client. 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 liability of the User is in any case always limited to the amount of the payment from his insurer, if applicable. 5.User is only liable for direct damage. 6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage in the sense of these conditions, any reasonable costs incurred in connection with the defective performance of the User. to have the agreement answered, in so far as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation. 7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the User or his managerial subordinates.
Article 10 Indemnity
1.The Client indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to the User other than the User. If the User should be held liable by third parties for this reason, then the Client is obliged to assist the User both outside and in law and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, the User is entitled, without notice of default, to proceed to this himself. All costs and damage arising on the part of the User and third parties as a result are fully for the account and risk of the Client.
Article 11 Intellectual property
1.User reserves the rights and powers that accrue to him on the basis of the Copyright Act and other intellectual laws and regulations. The 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 Client is brought to the notice of third parties.
Article 12 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 judge 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. Parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 13 Location and change conditions
1. These conditions have been filed with the Chamber of Commerce in Zwolle. 2.The application 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.
Explanation of some provisions from the model conditions 'services': Article 1: General
PAINTWOODZ Article 5 paragraph 2: Force majeure
If the force majeure situation lasts longer than two months. Article 6, paragraphs 1 and 2: Payment and collection
Payment term of 14 days.
The absentee rate of 1 percent per month can also be set higher or lower. However, the interest you calculate may not be excessively high.
Before you can request collection costs, your customer must be in 'default'. If your customer is a private client, you must send a reminder. If your customer is a company, it is not necessary, for example, if you have agreed otherwise in an agreement. On 1 July 2012, the Decree on compensation for extrajudicial collection costs of 27 March 2012 came into effect for transactions with private individuals. This decree applies to claims in which the debtor (only) is in default on or after 1 July 2012 and the claimed principal sum is based on:
- contract from payment of money or
- obligation to compensate for damage, laid down in a settlement agreement or
- obligation to pay a sum of money converted into an obligation to pay compensation in the sense of article 6:87 of the Dutch Civil Code. The scheme applies to private individuals. You may therefore deviate from this with agreements with companies and natural persons who act in the exercise of a profession or business. It may well be that small companies are protected by the reflex action that individuals have, if a different regulation is included in general terms and conditions. If no deviating agreements have been made about the collection costs, the statutory regulations regarding the collection costs apply to claims in which the debtor has (only) fallen into default on or after 1 July 2012. Look for the examples of collection costs on KVK.nl
Article 8, paragraphs 2 and 4: Warranty period and notification period
30 days after delivery.
The warranty period in Article 8 paragraph 2 is particularly important in the delivery of a case. Services can also be provided during services. When determining the warranty period, it is important what the buyer can reasonably expect from the goods to be delivered.
What the buyer can expect from this depends, among other things, on the nature of the case. For example, the buyer may expect other properties from a new item or from a brand item, than from a used item or non-brand item. It is also important what the seller has communicated about the properties of the case.
The notification period of 7 or 14 days included in Article 8 paragraph 4 may be longer or shorter depending on the sector and the nature of the products to be delivered. This period must of course be reasonable. The contracting party must be able to investigate and report.
In this connection, it is advisable to also take note of the explanation of the general terms and conditions for delivery to consumers. Particularly if you also supply goods to consumers or to parties that can indirectly appeal to the black and the gray list.
Article 8 paragraph 9: Limitation period
The term in the model conditions is in line with the term in the blacklist. You can include a short term, but there is a possibility that the stipulation will be regarded as 'unreasonably onerous'. In this connection, it is advisable to also take note of the explanation of the general terms and conditions for delivery to consumers. Particularly if you also supply goods to consumers or to parties that can indirectly appeal to the black and the gray list.
Article 9 paragraph 3: Liability
Limitation of liability to twice the invoice value.
This term is an example. The level of liability can be determined depending on the situation. In addition, several factors may be of importance.
For example, a far-reaching limitation will be less easily permissible if the risk is perfectly insurable. A limitation of liability will on the contrary be permissible if the ratio between the price of the products to be delivered (or the price of the service provided by the user) is small, while the damage that may result from this is so great that it is not ratio. In this case, it is reasonable to limit liability.
It is therefore always important that you make a good assessment of all circumstances that play a role. In doing so, you must take into account that a complete exclusion of liability is generally not acceptable.
In this connection, it is advisable to also take note of the explanation of the general terms and conditions for delivery to consumers. Particularly if you also supply goods to consumers or to parties that can indirectly appeal to the black and the gray list.
If you have taken out liability insurance or wish to enter into such insurance agreement, then it is advisable to submit the contents of your general terms and conditions to your insurance company. Article 11
The use of this article is at your own discretion and depends on whether intellectual property rights play a role.
Article 13 paragraph 1: location conditions
PAINTWOODZ Website and Offers.