General terms and Conditions
Article 1. General
1. These Terms and conditions shall apply to any offer, offer and agreement between Iniejas. Shop, hereinafter referred to as: “User”, and a client to which user has declared these Terms and conditions, in so far as these terms and conditions deviated expressly and in writing by the parties.
2.De These conditions are also applicable to agreements with user, for the execution of which user third parties should be involved.
3. These general terms and conditions are also written for the employees of the user and his management.
4.De applicability of any purchase or other terms and conditions of the client is expressly rejected.
5. If one or more of the provisions in these general terms and conditions at any time are wholly or partially null and void or may be destroyed, it shall continue to be fully applicable in these general terms and conditions. User and the client will then enter into consultations in order to agree new provisions to replace the void or annulled provisions, while respecting as much as possible the purpose and scope of the original provisions Taken.
6. If there is any ambiguity as to the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place ‘ in the spirit ‘ of these provisions.
7. If there is a situation between the parties which is not regulated in these general conditions, then this situation should be assessed according to the spirit of these general conditions.
8. If user does not always require strict observance of these conditions, this does not mean that the provisions thereof do not apply, or that user would lose to any extent the right to in other cases the punctual observance of the Requirements of these conditions.
Article 2 quotations and offers
1. All quotations and offers from the user are without obligation, unless a time limit for acceptance is made in the tender. If no acceptance period has been set, the offer or offer may in no way derive any right if the product to which the offer or offer relates is no longer available in the meantime.
2. User may not be held to his tenders or offers if the client can reasonably understand that the tenders or offers, or a part thereof, contains a manifest error or omission.
3. The prices quoted in a tender or offer include VAT and other government levies, any costs incurred under the agreement, including travel and accommodation, shipping and handling costs, unless otherwise Indicated.
4. If the acceptance (whether or not at secondary points) differs from the offer included in the offer or offer, then user shall not be bound by it. The Agreement shall not be established in accordance with this different acceptance, unless user indicates otherwise.
5. A compound quote shall not oblige user to carry out part of the contract against a corresponding part of the quoted price. Listings or quotations do not automatically apply to future orders.
Article 3 contract length; Implementation deadlines, risk transition, implementation and amendment of the Agreement; Price
1.De Agreement between user and the client is entered into for an indefinite period, unless the nature of the contract results otherwise or if the parties expressly and in writing agree otherwise.
2.Is for the execution of certain activities or for the delivery of certain cases a term agreed or given, then this Is never a fatal term. If a time limit is exceeded, the client shall therefore be required to give user written notice of default. User must be provided with a reasonable period of time to give effect to the agreement.
3. User shall perform the agreement to best understanding and ability and in accordance with the requirements of good workmanship. On the basis of the current state of science.
4. User has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 para 2 and 7:409 BW is expressly excluded.
5. If user or user-enabled third parties are carried out under the contract work at the location of the client or a location designated by the client, the client shall, free of charge, take care of the Employees reasonably desired facilities.
6. Delivery is done ex-company of user. The client is obliged to take the goods at the moment they are made available to him. If the principal refuses or is negligent in providing information or instructions necessary for the delivery, then user is entitled to store the goods for the account and risk of the client. The risk of loss, damage or impairment goes to the client at the time when matters are available to the client.
7. User is entitled to execute the agreement in several phases and to invoice the part thus executed separately.
8. If the contract is carried out in phases, user may suspend the execution of those parts belonging to a subsequent phase until the client has approved the results of the preceding stage in writing.
9.De Client shall ensure that all data, of which the user indicates that they are necessary or whose principal is reasonably to understand that they are necessary for the execution of the agreement, is timely to User. If the information required for the execution of the agreement is not provided to user on time, user shall have the right to suspend the execution of the Agreement and/or the additional costs resulting from the delay in accordance with the To charge the client for the usual tariffs. The execution period does not commence earlier than after the client has made the data available to the user. User is not liable for damage, of any nature whatsoever, by user being assumed of incorrect and/or incomplete data provided by the client.
10. If, during the implementation of the agreement, it is apparent that it is necessary to amend or supplement it for proper implementation, the Parties shall proceed in a timely and concerted manner to adapt the agreement. If the nature, scope or content of the agreement, whether or not upon request or appointment of the principal, of the competent authorities et cetera, is amended and therefore the agreement is altered in qualitative and/or quantitative terms, this may Consequences for what was originally agreed. As a result, the originally agreed amount can be increased or reduced. User will do as much as possible in advance pricing. An amendment to the agreement may also amend the originally specified period of implementation. The client accepts the possibility of amending the agreement, including the change in price and term of execution.
11. If the agreement is amended, including a supplement, then user shall be entitled to implement it first after agreement has been given by the person authorized within the user and the client has agreed to The price and other conditions specified for implementation, including the time to be determined to implement them. Failure to perform or not immediately execute the amended agreement does not provide any user’s default and is not a ground for the client to terminate or cancel the agreement.
12. Without failing to do so, user may refuse a request to amend the agreement, if this could have a qualitative and/or quantitative effect, for example, for the work to be carried out in that context or to provide Affairs.
13. If the client fails to comply with the proper performance of what he is obliged to user, the client shall be liable for all damages on the part of the user resulting directly or indirectly.
14. If user agrees to a fixed fee or fixed price with the client, then the user is nevertheless entitled at all times to increase this fee or this price without the client being entitled in that case to Dissolve that reason, if the increase in the price derives from a power or obligation under the laws or regulations or its cause finds in an increase in the price of commodities, wages et cetera or on other grounds that when entering into the Agreement were not reasonably foreseeable.
15. If the price increase, other than as a result of an amendment to the agreement, exceeds 10 and takes place within three months of the conclusion of the contract, then only the principal who is entitled to an appeal under Title 5 section 3 of book 6 BW shall be entitled to terminate the Agreement by a written declaration, unless user is subsequently prepared to execute the agreement on the basis of the originally agreed; If the price increase derives from a jurisdiction or a user-based obligation under the law; If stipulated that the delivery will take place more than three months after the conclusion of the contract;
Or, upon delivery of a case, if it is stipulated that the delivery will take place more than three months after the purchase.
Article 4 suspension, dissolution and interim termination of the agreement
1. User is entitled to suspend the fulfilment of the obligations or to dissolve the agreement, if the client does not comply with the obligations of the Agreement, not in full or not in time, after the conclusion of the agreement user to Knowledge come to give good ground to fear that the client will not fulfil the obligations, if the client is requested to provide security for the fulfilment of his obligations in the contract at the conclusion of the Agreement; Agreement and this security remains or is insufficient or if due to the delay on the part of the client no longer may be taken from user that he will fulfil the agreement against the originally agreed conditions.
2. Furthermore, user is entitled to dissolve the agreement if circumstances arise which are such that fulfilment of the agreement is impossible or if otherwise circumstances arise that are such that the unaltered Maintenance of the agreement in reasonableness cannot be taken from user.
3. If the contract is dissolved, the claims of user on the client are immediately payable. If user suspends the fulfilment of the obligations, he shall retain his claims from the law and agreement.
4. If user suspends or dissolves, he shall in no way be obliged to compensate for damages and costs resulting in any way.
5. If the termination is attributable to the client, user shall be entitled to compensation for the damage, including the costs, resulting directly and indirectly.
6. If the client fails to comply with his obligations under the agreement and justifies this failure to fulfil a termination, user shall be entitled to terminate the agreement immediately and with immediate effect without any obligation Its part to pay any compensation or compensation, while the client is obliged, under the default, for damages or compensation.
7. If the agreement is terminated by user, the user shall, in agreement with the client, arrange for the transfer of work to be carried out to third parties. This unless the termination is attributable to the principal. If the transfer of the activities entails 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 the User indicates otherwise.
8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, of debt rescheduling or any other circumstance whereby the Client is not can freely dispose of his assets for a longer period of time, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or compensation. The User’s claims against the Client are immediately due and payable in that case.
9.If the Client cancels an order in whole or in part, the work that has been carried out and the items ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, be fully charged to the Client.
Article 5 Force majeure
1. The 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 views at his expense. coming.
2. Force majeure is understood in these general terms and conditions, in addition to what is understood in this regard by law and case law, all of external causes, foreseen or unforeseen, over which the User cannot influence, but as a result of which the User is unable to fulfill his obligations. to come. Strikes in the business of the User or third parties included. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled his obligation.
3.User can suspend the obligations under 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 terminate the agreement, without obligation to compensate damage to the other party.
4. Insofar as the User has at the time of the occurrence of force majeure partly fulfilled his obligations under the agreement or will be able to fulfill them, and the independent or fulfilled part is assigned independent value, the User is entitled to fulfill the already fulfilled or to fulfill part to be invoiced 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 indicated by the User in writing. User is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe an interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the claimable 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 has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. The User can, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. The user can refuse full repayment of the principal if the vacant and accrued interest and collection costs are not also paid.
4.The Client is never entitled to set off what it owes to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who does not appeal to section 6.5.3 (articles 231 up to and including 247, book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default in the (timely) fulfillment of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the Client. The default of the Client who is a natural person, who does not act in the course of a profession or business (private client), occurs after he is reminded to pay within fourteen days after the date of reminder and payment is not made. The reminder also indicates the consequences of the failure to pay. The extrajudicial costs are calculated on the basis of what is customary in Dutch 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 costs actually 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.
article 7 Retention of title
1. The items supplied by the User under the agreement remain the property of the User until the Client has properly fulfilled all obligations arising from the agreement (s) concluded with the User.
2. The items supplied by the User, pursuant to paragraph 1. is subject to retention of title, may not be resold and may never be used as payment The Client is not authorized to pledge or encumber the property subject to retention of title in any other way.
3. The Client must always do everything that can reasonably be expected of him to safeguard the ownership rights of the User. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform the User thereof. 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 provide the User with the policy of this insurance for inspection upon first request. In the event of payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Client undertakes vis-à-vis the User in advance to lend its cooperation to everything that may prove to be necessary or desirable in that context.
4. In the event that the User wishes to exercise his ownership rights referred to in this article, the Client gives the User unconditional and irrevocable permission in advance to enter all those places where the User’s property is located and to return it to take.
Article 8 Guarantees, research and complaints, limitation period
1. The items to be supplied by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. For use outside the Netherlands, the Client must verify for itself whether the use thereof is suitable for use there and meet the conditions set for this. In that case, the User may set different warranty and other conditions with regard to the items to be delivered or work to be performed.
2. The guarantee referred to in paragraph 1 of this article applies for a period of 6 months after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User relates to an item produced by a third party, then the guarantee is limited to that provided by the producer of the item for it, unless stated otherwise.
3.Every form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, improper storage or maintenance thereof by the Client and / or third parties when, without written permission from The User, the Client or third parties have made changes to the case or have attempted to make changes, other things have been confirmed to them or that have been processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a guarantee if the defect has arisen due to or is the result of circumstances over which the User cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
4. The Client is obliged to investigate the goods supplied or have them examined, immediately as soon as the goods are made available to him or the relevant activities have been carried out. In addition, the Client should investigate whether the quality and / or quantity of the delivery corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Eventuele zichtbare gebreken dienen binnen zeven dagen na levering schriftelijk aan Gebruiker te worden gemeld. Any non-visible defects must be reported to the User in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Client must give the User the opportunity to investigate a complaint or have it investigated.
5. If the Client complains in time, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise ordered items and what he has instructed the User for.
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 an item is defective and a timely complaint has been made in that regard, the User will within a reasonable period after receipt thereof return or, if return is not reasonably possible, written notification of the defect by the Client, at the option of User, replace or arrange for repair thereof or replace replacement fee therefor to the Client. In the event of replacement, the Client is obliged to return the replaced item to the User and to transfer ownership to the User, unless the User indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs incurred as a result, including the research costs incurred by the User as a result, will be borne in full by the Client.
9.After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
10. Contrary to 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 execution of an agreement is one year.
Article 9 Liability
1. If the User should be liable, then this liability is limited to the provisions of this provision.
2. The user is not liable for damage, of whatever nature, caused by the fact that the user relied on incorrect and / or incomplete data provided by or on behalf of the Client.
3. If the User is liable for any damage, then the liability of the 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 paid out by his insurer where appropriate.
5. The 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 within the meaning of these terms and conditions, any reasonable costs incurred to compensate the User for poor performance. to have the agreement answered, insofar 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 limitation of direct damage as referred to in these general terms and conditions. The user is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.
Article 10 Disclaimer
1. The Client indemnifies the User against any claims from third parties who suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than the User. If the User should be addressed by third parties on that basis, the Client is obliged to assist the User both externally and legally and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, then the User is entitled to do so without notice of default. All costs and damage on the part of the User and third parties that arise as a result are integrally for the account and risk of the Client.
Article 11 Intellectual Property
1. The user reserves the rights and powers that belong to him under the Copyright Act and other intellectual laws and regulations. The user has the right to use the knowledge he has gained through the implementation of an agreement for other purposes as well, insofar as no strictly confidential information from the Client is disclosed to 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 implemented 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 only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.