General terms and conditions

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General terms and conditions of:
Stand construction Prins Design BV
Costerweg 4
4104 AJ Culemborg
Chamber of Commerce registration number for Central Netherlands: 110264620000
(AS 169-12)

Article 1: Applicability, definitions

These terms and conditions apply to every offer and every agreement of assignment, including all agreements for advice/guidance and/or to perform work, as well as to all agreements of purchase and sale and rental and leasing, of Standbouw Prins Design BV, established in Culemborg, hereinafter referred to as “the user”.
The client or buyer or tenant, respectively, will hereinafter be referred to as “the other party”.
Several provisions in these terms and conditions pertain to a natural person who is not acting in the exercise of a profession or business. In these provisions, the other party is referred to as “the consumer.”
In these general terms and conditions, “items” means: both custom-made items manufactured on behalf of the other party and the materials required for this, as well as the (movable) items and/or materials to be sold or rented from the range.
In these terms and conditions, “written” means: by letter, by e-mail, by fax or any other means of communication that can be considered equivalent in view of the state of the art and prevailing views in society.
In these general terms and conditions, “documents” means: the advice, calculations, drawings, reports, designs, etc. to be produced or provided by the user and/or provided by the other party. These documents, including digital files, can be recorded in writing or on other data carriers, such as CD-ROMs, DVDs, USB sticks, etc.
In these general terms and conditions, “information” means both the documents and other (oral) data that must be provided by the user and/or the other party.
In the event of any discrepancy or conflict between these terms and conditions and a translated version thereof, the Dutch text shall prevail.
These general terms and conditions also apply to subsequent or partial orders, follow-up or partial assignments, that arise from the agreement.

Article 2: Offer, quotations

Every offer and quotation from the user is valid for one month from the date of issue, unless a different period for acceptance is specified. In the case of a non-binding offer or quotation, the user has the right to revoke this offer or quotation within two business days of receiving acceptance.
A composite offer or quotation does not oblige the user to supply part of the offered service for a corresponding part of the price or rate.
If the offer or quotation is based on information provided by the other party and this information proves to be incorrect or incomplete or changes subsequently, the user has the right to adjust the stated prices, rates and/or delivery times.
The offer, quotation, prices and/or rates do not automatically apply to repeat orders or follow-up assignments.
Samples, models, and models shown and/or provided, as well as specifications of colors, dimensions, weights, materials, and other descriptions in brochures, promotional materials, and/or on the user’s website, are as accurate as possible, but are for illustrative purposes only. The other party cannot derive any rights from these.
Unless the parties have expressly agreed otherwise in writing, the price of quotations for orders for the delivery of a stand to be assembled and/or installed on site and/or furnishings to be supplied thereof does not include:
1. the costs of demolition work, leveling and cleaning floors, walls or ceilings and/or cleaning items other than the items to be delivered;
2. the costs associated with clearing spaces, moving furniture, etc., nor the costs of the necessary lifting equipment and tackles.
The impressions in the quote are intended to provide an indication of the intended result and are not, by definition, a detailed drawing that accurately represents the actual execution. The presentation drawing may therefore differ from the content of the quote. The quote is authoritative.

Article 3: Formation of agreements

The agreement is concluded after the other party accepts the user’s offer, even if this acceptance deviates from the offer on minor points. However, if the other party’s acceptance deviates on material points, the agreement is only concluded if the user has agreed to these deviations in writing through an order confirmation and a final quotation or offer.

Article 4: Compensation, prices, rates

The prices stated in an offer or quotation are in euros and rates are exclusive of VAT unless otherwise stated.
Design and project management costs, transportation costs, (dis)assembly costs, travel and accommodation expenses, and shipping costs are included in the quotation.
In the case of urgent orders or if the work must be carried out outside the working days mentioned in the previous paragraph at the request of the other party, the user has the right to charge a surcharge on the hourly rate.

Article 5: Involvement of third parties

If the user deems this necessary for the proper performance of the agreement, he may have certain deliveries and work carried out by third parties.
If the assignment requires the user to collaborate with multiple third parties appointed by the other party, the other party will appoint a primary responsible person among them and determine a division of tasks. This will be done in consultation with and after approval of the user.

Article 6: Obligations of the other party

The counterparty must ensure that:
1. he provides the user with all information required for the performance of the agreement in a timely manner and in the manner desired by the user;
2. any data carriers, files, etc. provided by the other party to the user are free of viruses and defects;
The user will treat the information provided by the other party confidentially and will only provide it to third parties to the extent necessary for the performance of the agreement.
The counterparty is liable for loss, theft, and other damage to items, tools, etc., used or stored by the user at the counterparty’s premises during the performance of the work, including damage caused by imperfections, defects, etc., at the work location.
If the other party fails to comply with the aforementioned obligations or fails to comply in a timely manner, the user has the right to suspend performance of the agreement until the other party has fulfilled its obligations. The costs associated with the delay or lost working hours, the costs of performing additional work, and any other consequences arising from this are the responsibility and risk of the other party.

Article 7: Delivery, delivery times

The risk for the goods to be delivered passes to the other party at the time of delivery. This is the moment the other party has checked the result and signed the delivery document for approval.
Shipping or transport of the other party’s goods by third parties will take place at the other party’s expense and risk and in a manner determined by the user. The user is not liable for damage of any nature whatsoever—whether or not to the goods themselves—related to shipping or transport.
If the user delivers the goods to the other party himself, the risk for the goods passes at the moment that these goods arrive at the other party’s location and are actually available to him.

Article 8: Progress, implementation of the agreement

If the commencement, progress or delivery of the work or the agreed delivery of goods is delayed because:
1. the user has not received all necessary information from the other party in a timely manner;
2. the user has not received any agreed (advance) payment from the other party in a timely manner;
3. there are other circumstances that are at the expense and risk of the other party;
  the user is entitled to a reasonable extension of the delivery period and to compensation for the associated costs and damages, such as any waiting hours.
If the other party wishes to make changes to the agreed work, the user will inform the other party of the consequences these changes have for the agreed prices, rates and delivery times.
If, during the execution of the agreement, it becomes apparent that the work and/or deliveries cannot be performed as agreed due to unforeseen circumstances, the user will consult with the other party about amending the agreement. The user will inform the other party of the consequences of the amendment for the agreed prices, rates, and delivery times. If, as a result, the execution of the agreement becomes impossible, the user is, in any case, entitled to full compensation for the work and deliveries already performed.

Article 9: Additional and reduced work

Additional work means: all additional work and deliveries requested by the other party or necessarily arising from the work that are not included in the offer, quotation or order.
Additional or reduced work must be agreed upon in writing between the user and the other party. The user is only bound by verbal agreements after confirming them in writing to the other party, or once the user has begun executing these agreements without objection from the other party.
Settlement of additional or reduced work will take place immediately upon final invoice, unless the parties have agreed otherwise in writing.

Article 10: Delivery, approval and maintenance period

The user must inform the other party that the agreed work has been completed and the result is ready for use.
The result of the work is deemed to have been delivered in accordance with the agreement if the other party has checked this result and has signed the delivery document for approval.
The result of the work is also deemed to have been delivered in accordance with the agreement if the other party has not complained to the user within a period of 24 hours after notification that the work has been completed, or as much earlier as the other party has already put this result into use before that day.
Minor defects that can be easily remedied within a maintenance period agreed between the parties
If the other party discovers any defects, imperfections, etc. after the delivery or maintenance period referred to in this article, the provisions of the complaints article included in these general terms and conditions shall apply.

Article 11: Rental and leasing of movable property

This article applies to every agreement concluded between the user and the other party regarding the rental of movable property or the temporary provision of movable property by the user to the other party.
The user has the right to set a security deposit, which the other party must pay to the user before the rental period begins. The user has the right to offset all costs and damages incurred by the other party, to the extent possible, against the security deposit received from the other party.
The user determines whether to deliver the rented items to the other party or whether the other party must collect these items themselves.
The counterparty must ensure that:
1. He checks the rented property for defects, damage, etc., upon collection or receipt. The other party must report any defects, damage, etc., to the user immediately upon collection or receipt. Failing to do so, the rented property is deemed to have been delivered to the other party without defects and in undamaged condition.
2. He has adequate transportation if he collects the rental item himself and returns it to the user. The transport risk is borne by the other party;
3. he uses the rented property in accordance with any instructions, user guides, etc. provided by the user, or has sufficient knowledge and experience to use the rented property correctly;
4. The rental property remains in good condition throughout the rental period. The other party is liable for all damage occurring during the rental period and must report this damage to the user immediately upon occurrence, providing all details. Repair of damage may only be carried out by the user or, with the user’s express permission, at the user’s direction.
5. He returns the rented item to the user at the end of the rental period in the condition and packaging in which it was received, or makes it available for collection. Any costs associated with the destruction or loss (of parts) of the rented item, as well as necessary cleaning and repair costs, will be borne by the other party.
The user will inspect the rental property immediately upon return. The other party may be present during this inspection.
The other party owes the agreed-upon rental price for the entire rental period. This rental period commences:
1. at the moment the rented property leaves the user’s premises, if the other party collects the rented property;
2. at the moment the rented item is delivered to the other party, if the user delivers the rented item to the other party; and ends when the rented item, including all associated parts and accessories, is returned to the user.
If the other party does not return the rented property to the user for any reason whatsoever, the other party is obliged to compensate the user for all damages suffered as a result, including the replacement value of the rented property and lost profits.
The rented property always remains the property of the user. The other party may not sublet the rented property, grant third parties the use of the rented property, grant third parties rights to the rented property, or make any changes to the rented property without the user’s prior written consent. The other party must at all times avoid giving third parties the expectation or impression that they are authorized to further dispose of the rented property.

Article 12: Complaints

The other party must inspect the delivered goods immediately upon receipt and report any visible defects, damage, and/or discrepancies in quantity on the consignment note, accompanying note, or delivery document. If a consignment note or accompanying note is missing, the other party must report the defects, etc., to the user within 24 hours of receipt, followed by written confirmation. In the absence of such a report, the goods are deemed to have been received in good condition and to conform to the agreement.
Any other complaints about the delivered goods must be reported to the user in writing immediately upon discovery, but no later than within the agreed warranty period. Any consequences of failing to report them immediately are at the other party’s risk. If no explicit warranty period has been agreed upon, a period of one year after delivery applies.
If a complaint is not reported to the user within the timeframes specified in the preceding paragraphs, no claim under an agreed warranty can be made. Furthermore, all consequences of not reporting the complaint immediately are at the other party’s risk.
Complaints do not suspend the counterparty’s payment obligation.
The other party must enable the user to investigate the complaint and provide the user with all relevant information. If return shipment is necessary for investigating the complaint, or if the user needs to come to the location to investigate the complaint, the costs thereof will be borne by the other party, unless the complaint subsequently proves to be justified. The other party always bears the transport risk.
No complaints can be made about errors and/or imperfections in approved documents, which errors and/or imperfections the other party could have discovered during a careful inspection of the first draft.
No complaints can be lodged about items that have changed in nature and/or composition or have been processed or altered in whole or in part after receipt by the other party.

Article 13: Guarantees

The user shall ensure that the agreed deliveries and work are carried out properly and in accordance with the standards applicable in its industry, but shall never provide a more extensive guarantee with regard to these deliveries and work than what has been expressly agreed between the parties.
During the warranty period, the user is responsible for the normal quality and soundness of the delivered goods.
If the purpose for which the other party wishes to use the goods deviates from the usual purpose, the user only guarantees that the goods are suitable for this purpose if he has confirmed this to the other party in writing.
No claim under the warranty can be made as long as the other party has not yet paid the agreed price for the goods and/or the agreed fee for the work.
In the event of a justified warranty claim, the user will, at their discretion, arrange for repair or replacement of the goods, correction or replacement, or the proper performance of the agreed work, or for a refund or discount on the agreed price or compensation, free of charge. In the event of additional damage, the provisions of the liability article included in these general terms and conditions apply.

Article 14: Liability

The user accepts no liability whatsoever other than the explicitly agreed or user-given guarantees, guaranteed results, or quality requirements.
Notwithstanding the provisions of the previous paragraph, the user is only liable for direct damages. Any liability of the user for consequential damages, such as business interruption, loss of profits and/or losses incurred, damages due to delays and/or personal injury, is expressly excluded.
The counterparty must take all measures necessary to prevent or limit the damage.
If the user is liable for damages suffered by the other party, the user’s liability for damages is always limited to the amount paid by its insurer in the relevant case. If the insurer does not pay out or the damage is not covered by the user’s insurance, the user’s liability for damages is limited to the invoice amount for the goods delivered or the work performed.
The user is not liable and the other party cannot invoke the applicable warranty if the damage occurred:
1. due to unskilled use or use contrary to the intended purpose of the delivered goods or use contrary to the instructions, advice, user manuals, etc. provided by or on behalf of the user;
2. due to unskilled or incorrect storage, assembly or maintenance of the delivered goods by or on behalf of the other party;
3. due to errors or omissions in the information or materials provided or prescribed to the user by or on behalf of the other party;
4. by directions or instructions from or on behalf of the other party;
5. as a result of the choice of the other party that deviates from what the user advised and/or is customary;
6. because repairs or other work or operations have been carried out on the delivered goods by or on behalf of the other party, without the express prior consent of the user.
In the cases listed in the previous paragraph, the counterparty is fully liable for all resulting damage and expressly indemnifies the user against all claims by third parties for compensation for this damage.
Article 15: Payment between companies
1. The user always has the right to demand (partial) advance payment or any other security for payment from the other party.
2. Payment terms between companies are 50% upon order and 50% after delivery.
3. Payment must be made within 30 days of the invoice date, unless the parties have agreed otherwise in writing. An invoice is deemed correct if the other party has not objected within this payment period.
4. If an invoice remains unpaid in full after the expiry of the period referred to in the previous paragraph, or if a direct debit has not been possible, the other party owes the user late payment interest of 2% per month, calculated cumulatively on the principal amount. Parts of a month are considered full months.
5. If payment is not made after a reminder from the user, the user also has the right to charge the other party extrajudicial collection costs amounting to 15% of the invoice amount with a minimum of € 150.00.
6. If the other party fails to make full payment, the user has the right to terminate the agreement without further notice of default by means of a written statement or to suspend its obligations under the agreement until the other party has paid or provided adequate security for this payment. The user also has the aforementioned right of suspension if, even before the other party is in default of payment, it has valid reasons to doubt the other party’s creditworthiness.
7. Payments made by the counterparty will first be deducted by the user from all interest and costs due and subsequently from the oldest outstanding invoices, unless the counterparty states in writing upon payment that it relates to a later invoice.
8. The counterparty may not offset the user’s claims against any counterclaims it may have against the user. This also applies if the counterparty requests a (provisional) suspension of payments or is declared bankrupt.
Article 16: Retention of title
1. The user retains ownership of all goods delivered and yet to be delivered under the agreement until the time at which the other party has fulfilled all its payment obligations to the user.
2. The payment obligations referred to in the previous paragraph consist of payment of the purchase price of the goods, plus claims for work performed in connection with the delivery and claims for the counterparty’s attributable failure to fulfil its obligations, such as claims for payment of damages, extrajudicial collection costs, interest and any fines.
3. Items subject to retention of title may be resold by the other party in the course of normal business operations, provided that the other party has also stipulated a retention of title on the delivered items with its customers.
4. As long as the delivered goods are subject to a retention of title, the other party may not pledge the goods in any way or bring the goods into the (actual) possession of a financier by means of pledge lists.
5. The counterparty must store the goods carefully and as identifiable property of the user as long as the retention of title applies.
6. The counterparty must ensure that business or contents insurance is in place to ensure that the items delivered under retention of title are covered at all times, and will provide the user with access to the insurance policy and associated premium payment receipts upon first request.
Article 17: Intellectual property rights
1. Without prejudice to the provisions of Article 16 of these terms and conditions, the other party reserves the rights and powers to which it is entitled under the Copyright Act.
2. All documents provided by the user, such as reports, advice, designs, sketches, drawings, software, etc., remain the property of the other party and may not be used without prior
may not be reproduced, made public or brought to the attention of third parties without the consent of the other party.
3. The other party retains the right to use the knowledge acquired through the performance of the work for other purposes, provided that this does not involve any confidential information.
is brought by third parties.
4. All materials and other items used by the other party for the work will not be transferred to the user unless otherwise agreed in the agreement. These items remain the property of the user.
5. The other party is entitled to use the stand during the exhibition, whereby the user declares that he will ensure correct, careful and thoughtful use.

Article 18: Bankruptcy, incapacity to dispose of property, etc.

The user always has the right to dissolve the agreement without further notice of default by a written statement to the other party at the time when the other party is declared bankrupt or an application for bankruptcy is made;
1. requests a (provisional) suspension of payments;
2. is affected by an execution order;
3. is placed under guardianship or administration;
4. otherwise loses the power of disposition or legal capacity with respect to his or her assets or parts thereof.
The other party must always inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.

Article 19: Force Majeure

In the event of force majeure on the part of the other party or the user, the user has the right to terminate the agreement by means of a written statement to the other party or to suspend the fulfillment of its obligations towards the other party for a reasonable period without being liable for any damages.
Force majeure on the part of the user, within the context of these general terms and conditions, means: a non-attributable shortcoming of the user, of third parties or suppliers engaged by the user, or other compelling reasons on the part of the user.
Circumstances that constitute force majeure on the part of the user shall include, but are not limited to: war, riot, mobilization, domestic and foreign unrest, government measures, strikes within the organization of the user and/or of the other party or the threat of such circumstances, disruption of the exchange rates existing at the time the agreement is concluded, business disruptions due to fire, burglary, sabotage, failure of electricity, internet or telephone connections, natural phenomena, (natural) disasters, etc., as well as transport difficulties and delivery problems arising from weather conditions, roadblocks, accidents, import and export restrictions, etc.
If the force majeure situation occurs after the agreement has already been partially performed, the other party must in any case fulfil its obligations towards the user up to that point.

Article 20: Cancellation, suspension

If the other party wishes to cancel the agreement prior to or during its execution, they will owe the user compensation to be determined by the user. This compensation includes all costs incurred by the user and any damages suffered as a result of the cancellation, including lost profits. The user has the right to fix the compensation and—at their discretion and depending on the work or deliveries already performed—charge the other party between 20 and 100% of the agreed price.
If the other party cancels or reschedules a scheduled appointment less than 24 hours in advance, the user is in any case entitled to charge the other party for the time reserved for that purpose on the basis of the agreed or – in the absence thereof – the usual hourly rate.
The counterparty is liable to third parties for the consequences of the cancellation and indemnifies the user against any claims arising from this from these third parties.
The user has the right to offset all amounts paid by the other party against the damages owed by the other party.

Article 21: Applicable law/competent court

The agreement concluded between the user and the other party is exclusively governed by Dutch law.
The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
Any disputes will be submitted to the competent court in the place where the user is established, although the user always reserves the right to submit a dispute to the competent court in the place where the other party is established.
If the counterparty is established outside the Netherlands, the user has the right to choose to submit the dispute to the competent court in the country or state where the counterparty is established.