General delivery conditions

General Terms and Conditions of FurniturelinQ, with its registered office in Muiden. Office at the Pedro de Medinalaan 89-91, 1086 XP in Amsterdam.

Article 1 Definitions

1.1 In these conditions, the following terms are used in the indicated meaning:

  1. a) Contractor: FurniturelinQ.
  2. b) Client: the party that provides the order for the delivery of Products and / or the provision of Services to the Contractor.
  3. c) Services: all that the Contractor performs and / or performs and / or carries out and / or carries out in the context of the Agreement, all in the broadest sense of the word, including the designing and designing, ( to do) manufacture, transport, deliver, deliver or install the Product, advise and perform Services on location.
  4. d) Product: that, of whatever nature, is created and / or delivered by the Contractor in the context of the Agreement, directly or indirectly, all in the broadest sense of the word.
  5. e) Quotation: an offer from the Contractor to the Client for the delivery of Products and / or Services.
  6. f) Agreement: the rights and obligations of the Contractor and the Client resulting from the acceptance by the Client of the Offer by the Contractor, as confirmed by the Contractor in writing.

 

Article 2 General

2.1 These general terms and conditions apply to every Quotation and Agreement between the Contractor and the Client, insofar as the parties have not expressly and in writing deviated from these general terms and conditions.

2.2 These general terms and conditions also apply to all Agreements between the Contractor and the Client, for the performance of which the Contractor uses the services of third parties.

2.3 Any additions to or deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.

2.4 The applicability of any conditions of the Client is explicitly rejected.

2.5 If one or more of the provisions in these general terms and conditions are void or may be nullified, the other provisions of these general terms and conditions will continue to apply. The Contractor and the Client will agree on new provisions to replace the void or void provisions, while respecting the purpose and intent of the original provisions.

 

Article 3 Offers and Agreements

3.1 All Offers made by the Contractor are without obligation, unless they contain a term for acceptance.

3.2 All information provided with the Quotation, including but not limited to the data stated in catalogs, on images, drawings and standardization sheets, will be provided by Contractor to the best of its knowledge and ability, but without the Client being able to derive any right therefrom. The Client is aware that these data give a general representation of the offered Products and / or Services.

3.3 The rates and offers mentioned in the Offer do not automatically apply to future Agreements.

3.4 If a Quotation from the Contractor contains an offer without obligation and this is accepted by the Client, the Contractor has the right to revoke the Quotation within five working days after receipt of the acceptance.

3.5 Offers must be accepted in writing by the Client. If the Client fails to do so, but nevertheless agrees that the Contractor commences the performance of the quotation, then the content of the Quotation will be deemed to have been agreed.

3.6 Client is bound by and from the moment of acceptance of the Quotation.

3.7 If a natural person accepts the Quotation of or on behalf of the Client, he declares that he is authorized to do so. This person is jointly and severally liable in addition to the Client for all obligations ensuing from the Agreement.

3.8 All Agreements entered into by persons working at the Contractor shall only be binding on the Contractor after written confirmation by the management and / or authorized representatives of the Contractor and upon receipt by the Contractor of all data and items necessary for the execution of the Agreement.

3.9 The Agreement only applies to what has been confirmed in writing by the Contractor. A written order confirmation from the Contractor together with these general terms and conditions constitutes the entire Agreement between the parties. Further verbal agreements and stipulations are only binding on the Contractor after they have been confirmed by Contractor in writing.

3.10 If the acceptance of the Quotation – whether or not on minor points – deviates from the offer included in the Quotation, the Contractor shall not be bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.

 

Article 4 Materials from the Client

4.1 With the permission of the Contractor, the Client can supply materials and / or raw materials that the Contractor can process into Products.

4.2 The Contractor is not liable for materials and / or raw materials supplied by or on behalf of the Client, regardless of whether these correspond with the sample shown by the Client.

4.3 The Client and the Contractor agree in advance what the quantities and dimensions of the materials and / or raw materials to be delivered exactly are and what exactly must be done with the latter.

 

Article 5 Price and costs

5.1 The prices in the Offers are in Euros, excluding VAT and other government levies, and exclusive of any costs to be incurred within the framework of the Agreement, including but not limited to travel, delivery, investigation, administration, assembly, installation, packaging costs and small order surcharges.

5.2 A composite Quotation does not oblige the Contractor to perform part of it against a corresponding part of the offered price.

5.3 In the event that the quotation price is exceeded as a result of additional work or stagnation of the Services on demand or by the Client, the Contractor is entitled to charge these additional costs to the Client, and the final invoice amount on the basis of a subsequent calculation must be paid accordingly to fit.

5.4 The Contractor is entitled to charge the call-out costs to the Client, unless otherwise agreed.

5.5 The Services by the Contractor must be performed during normal working hours. Under normal working hours is meant: Monday to Friday between 9 am and 5 pm. If the Client wishes the Services to be performed outside these normal working hours, the Contractor is entitled to charge a surcharge for this in addition to the normal hourly rate.

5.6 The Contractor reserves the right to pass on costs related to a (possible) offer and / or agreement to the Client.

5.7 Changes in labor wages or in the cost prices of raw materials or materials and that occur more than three months after the conclusion of an agreement, can be charged by the Contractor.

5.8 The costs of issuing a preliminary study and / or furnishing proposal, making drawings and / or plans, as well as directing the design, coordination and / or execution of a project are at the expense of the Client.

 

Article 6 Time planning

6.1 The Contractor will specify a period for executing the Agreement in the Quotation.

6.2 The stated term for the execution of the Agreement is purely indicative and can not be regarded as a deadline, unless explicitly agreed.

6.3 In the event of loss of time as a result of loss or other cause for which the Contractor is not liable, such a granting of the term for the performance of the Agreement by the Client shall be permitted if – taking all circumstances into account – is reasonable. Article 8.6 applies mutatis mutandis to this extension.

6.4 The mere exceeding of the deadline for execution of the Agreement by the Contractor can not be regarded as a shortcoming by the Contractor and does not entitle the Client to compensation, dissolution of the agreement or non-performance or suspension of any obligation towards the Contractor.

6.5 The Contractor will inform the Client in writing, if and as soon as this is foreseeable, in writing of the exceeding of the deadline and will set a new indicative term for the execution of the Agreement.

6.6 If the Contractor exceeds the term for the second time, the Contractor and the Client will consult again. The second exceeding of the term referred to  does not give the Client the right to compensation, only to dissolve the Agreement, provided that the exceeding of the term is due to the Contractor. If desired by both parties, the Contractor will submit a new Offer to the Client.

6.7 If the Client has already (partially) paid the Contractor for dissolution of the Agreement, the Contractor will refund this amount to the Client, unless it is agreed that the amount will be settled with another or new Agreement.

 

Article 7 Modification of the Agreement

7.1 If it appears during the execution of the Agreement that it is necessary for a proper execution thereof to modify or supplement the Products and / or Services to be delivered, the Parties shall adjust the Agreement accordingly in due time and in mutual consultation whenever possible.

7.2 If the parties agree that the Agreement will be amended or supplemented, the agreed time schedule may be exceeded beyond the responsibility of the Contractor. The Contractor will inform the Client of this as soon as possible.

The provisions of articles 6.4 and 6.5 of these general terms and conditions do not apply in this case.

7.3 If the change or addition to the Agreement has financial and / or otherwise qualitative consequences, the Contractor will inform the Client of this in advance.

7.4 If a fixed fee has been agreed, the Contractor will indicate to what extent the change or supplement to the Agreement will result in an exceeding of this fee.

7.5 Any additional or reduced costs as a result of a change or addition to the Agreement will be charged or credited to the Client.

7.6 If the Client wishes to make such changes during the performance of the Agreement, in the opinion of the Contractor, the Contract becomes unworkable or is no longer in accordance with the agreed purpose of the Agreement, the Contractor can terminate the Agreement prematurely at any stage, without being liable for compensation.

7.7 This dissolution does not affect the Client’s obligation to pay all costs incurred up to the time of premature termination, as well as the costs caused by premature termination to the Contractor.

 

Article 8 Delivery Product / Delivery on trial or on loan / Assembly

8.1 At the request of the Client, the Contractor can take care of the transport of the Product. The risk of the transport, as well as all costs thereof, are at the expense of the Client.

8.2 The Contractor reserves the right, after consultation with the Client, to deliver the assignment in parts and to invoice these partial deliveries.

8.3 The Products are deemed to have been delivered as soon as they have left the offices and / or warehouses of the Contractor or the supplier of the Contractor.

8.4 Delivery can take place at the explicit written request of the Client to a third party. Any additional costs are at the expense of the Client.

8.5 If the Client wishes the Products already paid by him to be (temporarily) held by the Contractor, the Contractor is entitled to request a fee to be agreed upon.

8.6 If the delivery is advanced or postponed at the Client’s request, the costs thereof, as well as the statutory interest calculated on the price of the Products involved in the postponement, shall be borne by the Client.

8.7 Products can be delivered on trial under certain conditions to be agreed upon and / or a test set-up can be placed with the Client.

8.8 The provisions of Article 8.7 only concern the Products as available from the Contractor. If the Client explicitly wishes for a different implementation of the Products, the Contractor will take care of this within reason, but only against payment of the (extra) costs that are involved by the Client.

8.9 If a test is delivered, the Agreement between the Contractor and the Client shall be deemed to have been concluded, under the condition precedent that the Products meet the Client’s wishes. The Client shall inform the Contractor within a term to be agreed in writing that it does not wish to purchase the Products in question, failing which the Agreement shall be deemed to have been concluded. ‘

8.10 Products can be given on loan. The provisions in Article 8.8 concerning the implementation desired by the Client apply mutatis mutandis.

8.11 Products on loan are supplied for a fixed period and for a fee, to be determined by agreement.

8.12 The Client shall provide the Products on trial and / or on loan as a good debtor.

8.13 After expiry of the agreed term (article 8.11) or in the absence of the conclusion of an Agreement (article 8.9), the Client is obliged to return the Products to the Contractor in good condition and at their own expense.

8.14 If the Client indicates that he wishes to keep the Products after the agreed term or before that time, the Client will owe the price intended for this purpose. Settlement and / or compensation with the previously paid user fee and / or with other funds is never permitted. These general terms and conditions are fully applicable in this case.

8.15 Assembly is deemed to be possible under normal working conditions and during normal working hours applicable to the assembly service of the Contractor. If the work must take place entirely or partially outside normal working hours, a surcharge will be calculated as stated in article 5.5.

8.16 Where necessary, the assembly work is based on drawings sent to the Client beforehand. The measurements and data specified herein had to be checked by the Client in the work. Prints of the relevant drawings are signed by the Client for approval and returned to the Contractor. The assessment of the suitability of the construction of the building in which the Products are installed is the responsibility of the Client.

8.17 Without prejudice to the provisions of Article 8.16, the Client shall, at its own expense and risk, ensure:

  1. a) that the work, which does not belong to the Contractor’s assignment, such as electrician, chopping, breaking-bricklaying, concrete, plastering and / or painting work or such other work, has been carried out in the correct and timely manner;
  2. b) that light and power flow are available at a reasonable distance and that the rooms in which work is to be done are clean, dry and sufficiently heated;
  3. c) that the supplied Products can be transported to the place of assembly. Other work by third parties may not prevent undisturbed progress of the transport and / or assembly;
  4. d) that the supplied, not yet assembled Products, as well as the tools, can be stored in premises that are accessible only to the Contractor, which are suitable for the storage of these products and tools.

 

Article 9 Implementation Agreement

9.1 The Contractor endeavors to execute the Agreement carefully, to represent the interests of the Client to the best of his knowledge and to strive for a result that can be used by the Client.

9.2 The Client shall ensure that all data, of which the Contractor indicates that they are necessary or of which the Client should reasonably understand that these are necessary for the execution of the Agreement, are provided to the Contractor in a timely manner. If the data required for the execution of the Agreement are not provided to the Contractor in time, the Contractor shall be entitled to suspend the execution of the Agreement and / or to charge the Client for the extra costs arising from the delay in accordance with the rates applied.

9.3 The Products and / or Services are delivered and / or performed in accordance with the Agreement between the parties and on the spot where the Client and the Contractor have agreed in writing.

9.4 The Client shall take care of its own account and risk that the Services can be performed in the correct manner and on time, whereby the Client shall, among other things, take care of the following:

(a) that the available premises in which the Services are provided meet the requirements of the applicable legislation with regard to working conditions;

  1. b) that the light and power currents function are available to a sufficient extent and at a reasonable distance in all these spaces;
  2. c) that the items and tools supplied by the Contractor for the execution of the Services can be transported to the place of the Services in a suitable manner and with suitable transport means, without hindrance by other activities of the Client or third parties engaged by the Client and can be stored in to close and accessible exclusively for the Contractor and accessible spaces by third parties, whereby the Client ensures the maintenance of these items as a good debtor.

9.5 If it has been agreed that the Agreement will be executed in phases, the Contractor may suspend the execution of those parts that belong to a following phase, until the Client has approved and / or paid the results of the preceding phase in writing.

9.6 The Contractor’s advice is given to the best of its knowledge. However, the Contractor does not accept any liability for advice provided verbally and / or in writing.

9.7 An advice from the Contractor can never release the Client from the obligation to inspect the Products and / or services to be delivered on their suitability for the purpose intended by the Client. The same applies to data about the composition

of business, parts of it and their application possibilities.

 

Article 10 Third parties

10.1 The Contractor is entitled to engage third parties for the execution of the Agreement.

10.2 If the Contractor outsources all or part of the execution of the Assignment to one or more third parties at the request and with the permission of the Client, the Contractor shall be deemed to have been explicitly authorized by the Client to act as the legal representative of the Client in the relationship between the Contractor and the third (s), unless explicitly agreed otherwise in writing.

10.3 Agreements to be concluded by the Contractor on behalf of the Client with these third parties are deemed to be directly concluded between the Client and these third parties. The Contractor accepts no liability whatsoever in this respect, however named and in any form whatsoever.

10.4 In this connection, the Contractor will receive a reasonable remuneration for its Activities in this respect as a representative of the Client.

10.5 The Client indemnifies the Contractor against any claims by third parties that suffer damage in connection with the performance of the Agreement and which damage can be attributed to the Client or third parties.

 

Article 11 Warranty and Advertising

11.1 The Contractor grants a warranty of 12 (twelve) months on the Product under the conditions stated below, starting from the date of delivery, unless the Contractor has determined a different term in writing when entering into the agreement.

11.2 Defects to the Product that are revealed to the Client within this period will be repaired by the Contractor free of charge with due observance of the conditions in Article 11.3 up to and including 11.8. Any defective parts become the property of the Contractor after free replacement.

11.3 Warranty conditions only apply to the use of the delivered Products corresponding to the destination. Improper use of or insufficient care by the Client for the Products excludes any advertising and makes guarantees and other guarantees void. The guarantee conditions are valid when there is normal use.

11.4 The Client is aware that hair cracks in lacquer are unavoidable for Products that are made of lacquer. Such a complaint is not covered by the warranty or advertising. Neither discolouration of wood, textiles or fibrous materials which is unavoidable from a technical point of view or which is generally admitted according to the trade agreement, nor to minor deviations of any other nature, such as minor changes in the construction and / or dimensions, so that no substantial change is made. In the external execution of items in comparison with the Quotation and / or drawing and / or in the case of subsequent orders, the Client can derive the right to refuse acceptance or replacement, repair or compensation.

11.5 Advertising in respect of the quality of Products delivered by the Supplier must be made known to the Contractor in writing and substantiated by the Client, failing which the Contractor shall be deemed to have delivered to the Client in full compliance with its obligations.

11.6 For the written and specified notification from the Client, the following terms apply:

  1. a) if the defect is visible on delivery: within 24 hours after receipt of the Products;
  2. b) in the event of non-visible defects: within five days after receipt of the Products and with due observance of the warranty period set by the manufacturer and accepted by the Contractor.

11.7 If a complaint has been lodged in a timely and correct manner, the Contractor will investigate the reported defects, provided that they fall within the warranty period and provided they meet the conditions as stipulated in the warranty provisions of its supplier. The Contractor will then restore these to the best of its ability and as soon as possible.

11.8 The Client shall provide the Contractor with all data deemed necessary and relevant by the Contractor about the circumstances under which the defect occurred.

11.9 The terms mentioned in this article also apply if the defects are exclusively or predominantly found in faulty assembly or installation by the Contractor. If assembly or installation of the Product is carried out by the Contractor, the periods referred to in this article shall commence on the day that the assembly or installation has been completed by the Contractor, on the understanding that in that case the warranty period shall end in any event if twelve months after delivery. according to Article 8.3 have expired.

11.10 The warranty shall in any event include defects that occur in or are wholly or partially the result of:

  1. a) non-compliance by the Client with operating requirements / or maintenance instructions or other than foreseen normal use;
  2. b) normal wear and tear;
  3. c) assembly or installation or repair by third parties, including the Client;
  4. d) the application of any government regulation regarding the nature or quality of the materials used;
  5. e) materials or items used in consultation with the Client;
  6. f) materials or items that have been provided by the Client to the Contractor for processing:
  7. g) materials, items, methods and constructions, insofar as applied on the express instruction of the Client, as well as materials and goods supplied by or on behalf of the Client;
  8. h) parts involved by the Contractor of third parties, insofar as the third party has not provided any guarantee to the Contractor.

11.11 If the Client does not, not properly or not timely comply with any obligation arising from the agreement entered into with the Contractor or from a related agreement, the Contractor shall not be held to any guarantee – however named – with respect to any of these agreements.  If the Principal proceeds to dismantle, repair or perform any other work relating to the Product without prior written approval from the Contractor, any claim under the guarantee will lapse.

 

Article 12 Liability, damage and insurance

12.1 The Contractor is not liable for:

  1. a) errors or shortcomings in the material and / or raw materials and / or the data and / or the space and all that which has been made available by the Client;
  2. b) misunderstandings, errors or shortcomings with regard to the performance of the Agreement, if they find their cause or cause in acts of the Client, such as not (timely) delivery of complete, sound, correct and clear materials and / or raw materials and / or data;
  3. c) errors or shortcomings of third parties engaged by or on behalf of the Client;
  4. d) damage to (goods of) the Client or third parties, caused by the improper use of the Product, or arising from the properties of the Product;
  5. e) defects in tenders from suppliers or exceeding of quotations from suppliers;
  6. f) errors or shortcomings in or defects in the Product, if the Client, in accordance with the provisions of Article 11, has not filed a written and timely complaint or has given its approval in some other way, or has not given the Contractor the opportunity to perform an inspection and / or to remedy the defects on time;
  7. g) errors or shortcomings in or defects in the Product, if the Client has omitted the establishment or commissioning of a certain model, prototype or test, and these errors in such a model, prototype or test would have been perceptible;
  8. h) errors or shortcomings in or defects to the Product that are the result of the assembly of the Product by the Client.

12.2 The contractor can only be held liable for direct damage attributable to him. Direct damage is exclusively understood as:

  1. a) reasonable costs to establish the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions;
  2. b) any reasonable costs necessary to have the defective performance of the Contractor comply with the Agreement;
  3. c) reasonable costs incurred to prevent or limit the damage, insofar as the Client demonstrates that these costs have led to a limitation of the direct damage as referred to in these General Terms and Conditions.

12.3 Liability of the Contractor for all other damage referred to in the previous paragraph, such as indirect damage, including consequential damage, lost profit, mutilated or lost data or materials, missed savings or damage due to business interruption, is excluded.

12.4 Except in the event of intent or deliberate recklessness on the part of the Contractor, the liability of the Contractor for damage arising from the Agreement or of a wrongful act committed against the Client shall be limited to the invoice amount relating to the part of the Agreement that has been performed, minus the Contracted out-of-pocket costs and costs for the engagement of third parties, and in any case limited at all to a maximum of the amount that the Contractor’s insurer pays out to the Contractor in the appropriate case.

12.5 Each liability lapses by the lapse of one year from the moment the Agreement is completed.

12.6 The Client is obliged, if reasonably possible, to keep copies and / or samples of data and materials provided by him until the Assignment has been completed. If the Client fails to do this, the Contractor can not be held liable for damage that had not occurred in the existence of these copies and / or samples.

12.7 The Client is liable for any damage whatsoever that arises, which arises or arises from the goods belonging to him, the Contractor and / or third parties, caused by himself, his staff or by third parties appointed by him or by his staff.

12.8 The Client shall be liable towards the Contractor in the same way as for its own conduct for the conduct of those who, with his consent, use these items and / or where the items are delivered by the Contractor with his permission. In this respect, the Client indemnifies the Contractor against all claims (in any event) of third parties.

12.9 The Client is liable for all damage and / or injury to or death of (staff members or freelancers of) the Contractor and / or third parties, caused by the Client, his staff or third parties appointed by him or by his staff.

 

Article 13 Indemnity

13.1 The Client indemnifies the Contractor against all claims from third parties with regard to the Products and Services delivered by the Contractor.

13.2 The Client indemnifies the Contractor in particular for all third-party claims relating to portrait rights and / or intellectual property rights to data or materials provided by the Client that are used in the performance of the Agreement.

13.3 If the Client provides the Contractor with information carriers, digital data files or software, it guarantees that the information carriers, digital data files or software are free of viruses and defects.

 

Article 14 Suspension and dissolution

14.1 The Contractor is entitled to the further execution of the Agreement and possibly suspend or strike other pending Agreements, if the Client fails to meet its payment obligation (s) in any way and / or fails to make the required down payment.

14.2 Suspension and / or suspension by the Contractor as described in paragraph 1 of this article shall not affect the payment obligation (s) of the Client. The consequences of suspension and / or strike are fully at the expense and risk of the Client.

14.3 If there is an attributable shortcoming of the Client in the fulfillment of one of its obligations under the Agreement concluded with the Contractor, the Contractor shall give the Client written notice of default and set a reasonable term within which the Client can still fulfill its obligation.

14.4 If the Client fails to make a shortcoming in the performance within this period, the Contractor shall be entitled to dissolve the Agreement in whole or in part, all without prejudice to the Contractor’s statutory right to claim compensation for the damage suffered.

14.5 A shortcoming can not be attributed to a party if the shortcoming is the result of a circumstance that is not due to his fault, nor is it at his expense pursuant to law, legal act or generally accepted in traffic.

14.6 Each party can terminate the Agreement without notice with immediate effect in whole or in part in writing if the other party – whether or not provisionally – is granted suspension of payment, if the other party is filed for bankruptcy or if the company of the other party is liquidated or terminated other than for the purpose of restarting or merging companies. The Contractor shall never be obliged to refund any monies received or to pay damages due to a dissolution on the basis of this paragraph.

14.7 If the Client has already received Products and / or Services at the time of dissolution as referred to in Article 14.6, these Products and / or Services and the related payment obligation will not be subject to cancellation unless the Client proves that the Contractor with regard to those Products and / or Services in default. Amounts that the Contractor has invoiced before the dissolution in connection with what he has already properly performed or delivered in order to execute the agreement shall remain payable in full with due observance of the previous sentence and shall become immediately due and payable at the time of the dissolution.

14.8 The Contractor reserves the right to dissolve the Agreement in whole or in part in the event of such changes to circumstances that fulfillment can no longer reasonably be expected from the Contractor or performance would entail criminal risks.

14.9 In such cases, the Contractor must inform the Client in writing of the dissolution. In such cases, he is not entitled to claim compensation.

14.10 In the event of full or partial dissolution of an Agreement by the Client, all costs incurred are fully charged to the Client, plus the costs that the cancellation entails.

 

Article 15 Payment and collection

15.1 Unless otherwise agreed in writing, invoicing will be as follows:

  1. a) 30% on assignment;
  2. b) 60% upon delivery of the products and / or services;
  3. c) 10% on delivery

All payments must be received within 14 (fourteen) days after the invoice date, unless otherwise agreed in writing.

15.2 If after the expiration of this period the Contractor has not received any (full) payment, the Client will be legally in default and will owe interest equal to the statutory interest.

15.3 The Contractor is entitled to demand a full or partial prepayment of the total agreed amount at the start of the Agreement. In that case, the Contractor only commences with the execution of the Agreement after this down payment has been made by the Client.

15.4 In case of payment by bank, the day of crediting of the bank of the Contractor is the day of payment.

15.5 All costs incurred by the Contractor, such as litigation costs and extrajudicial and judicial costs, including the costs for legal assistance, bailiffs and collection agencies made in connection with late payments, are at the expense of the Client. The extrajudicial costs are set at, at least 15% of the invoice amount with a minimum of € 500.00, without prejudice to the Contractor’s right to claim the actual costs if these are higher.

15.6 In the event of liquidation, bankruptcy, admission of the Client to the statutory debt restructuring under the Natural Debt Rescheduling Act or the foreign variant thereof, seizure or suspension of payment of the Client, the Contractor’s claims against the Client shall become immediately due and payable.

15.7 If the financial position of the Client deteriorates after the conclusion of the Agreement, but for the delivery of the Products and / or the Services by the Contractor, the Client must immediately inform the Contractor. If the Contractor can reasonably foresee that this deterioration jeopardizes the fulfillment of the obligations by the Client, the Contractor is entitled to suspend the delivery of the Products and / or the Services, or to demand a change in the payment conditions.

15.8 Payments serve primarily to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the interest still due.

15.9 The Client owes the purchase price, even if the Products and / or Services are extinguished or reduced in value due to non-attributable shortcoming of the Contractor.

 

Article 16 Reservation of ownership

16.1 The Products delivered by the Contractor remain the property of the Contractor until the moment of full payment by the Client of all that he owes to the Contractor. From the delivery and / or installation the client bears the full risk with regard to the Products.

16.2 The Client will have to reimburse the Contractor for all costs that the Contractor must incur in order to have its property right recognized and maintained, including the costs of legal assistance from the Contractor.

16.3 The Contractor is entitled to take back the Products again if it can reasonably be assumed that the Client will not be able to meet its obligations. Contractor will, in a given case, gain unhindered access to the delivered products and possibly disassemble the delivered Products. The foregoing does not affect the other rights of the Contractor, arising from the shortcoming of the performance by the Client, including but not limited to compensation.

16.4 The Client is obliged to insure the risk of fire, theft and damage of the (still) not (fully) paid Products and to demonstrate this insurance at the request of the Contractor.

16.5 The Contractor is not entitled to encumber the Products with any right, including but not limited to a right of pledge and mortgage, as long as he has not fully complied with all obligations towards the Contractor.

16.6 The Client will immediately inform the Contractor of any seizure of the Products delivered pursuant to the Agreement concluded between the parties, as well as of his bankruptcy and his application for suspension of payment.

16.7 The Client is obliged to notify the executing bailiff, the Receiver or the Trustee without delay of the retention of title made by the Contractor.

16.8 In the event of full or partial damage or loss of the Products delivered by the Contractor, for whatever reason, before the Client has fulfilled its obligations arising from the Agreement, the Client shall transfer its rights towards the underwriters to the Contractor for the duration of the then amounts owed by the Client to the Contractor, plus interest and costs.

 

Article 17 Retention right

17.1 In the event that the Contractor performs repair work on behalf of the Client which is not covered by the guarantee provisions and / or maintenance work, the Contractor shall be entitled to suspend the fulfillment of the obligation to deliver the Product until the costs of repair are met.

 

Article 18 Intellectual Property

18.1 All (potential) intellectual property rights arising from the Agreement and / or the Services and / or on the Products – including but not limited to patent, drawing, model, trademark, database and copyrights – to the Contractor or third parties. Insofar as such a right can only be obtained by means of a deposit or registration, only the Contractor or these third parties are authorized to do so.

18.2 Unless otherwise agreed in writing, the Agreement does not include conducting research into the existence of intellectual property rights, including but not limited to patent, design, drawing, model, brand, database, copyright or portrait rights of third parties.

18.3 The Contractor shall take all reasonably necessary precautions to prevent the Products and / or Services to be delivered from being in conflict with any third-party intellectual property right in the Netherlands. If the Contractor can nevertheless be demonstrably reproached, the Contractor shall, within the limits specified in Article 12, take back the delivered goods against crediting the acquisition costs, or ensure that the Client can keep the delivered goods, or an equivalent Other Product or other Service, undisturbed use. The provisions of this article only apply if the Client enables the Contractor in a timely manner to stand up for his interests vis-à-vis those who validate intellectual property rights.

18.4 The Contractor is entitled to (have to) protect or secure its Products by means of (technical) facilities or measures. The Client is not permitted to bypass, circumvent or remove these technical provisions or measures taken by or on behalf of the Contractor.

18.5 The work drawings, illustrations, prototypes, models, molds, designs, design sketches, films and work created by the Contractor within the framework of the Agreement other materials or (electronic) files are and remain the property of the Contractor, regardless of whether these have been provided to the Client or to third parties.

 

Article 19 confidentiality

19.1 The parties are obliged to keep confidentiality of all confidential information that they have received from each other or from another source within the framework of their Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the data. All technical and cost specific data concerning the Products and / or Services is considered confidential without exception.

19.2 If a party is obliged by virtue of a statutory provision or a court order to provide confidential information to third parties appointed by law or the competent court and can not invoke a legal right recognized or permitted by the competent court in this matter. of change, this party is not obliged to pay compensation or indemnification and the other party is not entitled to terminate the agreement on the basis of any damage caused by this.

 

Article 20 Force Majeure

20.1 In the event of circumstances that would lead to the fulfillment of the obligations of the parties, as expected in the normal settlement of the agreement concerned, to such an extent that it can not be assumed that the parties would have accepted the obligation in the present circumstances also in the present circumstances. , the respective obligations are suspended on both sides.

20.2 If a situation as referred to in paragraph 1 has lasted longer than ninety days, the parties have the right, within ninety days thereafter, to terminate the agreement by means of written cancellation. That which has already been performed pursuant to the agreement is then settled pro rata, without the parties owing each other anything else.

 

Article 21 Disputes

21.1 Dutch law applies to these General Terms and Conditions of Sale, all Offers and the Agreements concluded between the parties, irrespective of the place of residence and / or nationality of the Client and regardless of the place of delivery of the Products and / or Services.

21.2 The District Court in Amsterdam, the Netherlands, is exclusively competent to judge and take cognizance of disputes arising from these General Terms and Conditions of Sale and / or Offers and / or Agreements.