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Terms & Conditions
4104 AJ Culemborg
Article 1: Scope, Definitions
- These conditions apply to every offer and every agreement under which all agreements for advice/guidance and/or the performance of work, as well as all agreements of purchase and sale and tenancies of Standbouw Prins Design BV, based in Culemborg, after referred to as “the user”
- The client or the principal buyer or tenant will be referred to as “the other party”.
- Certain provisions of these terms refers to a natural person not acting in the exercise of a profession or business. In these provisions, the counterparty is referred to as “the consumer”.
- “Goods” means in these terms: on behalf of the other party manufactured custom-made goods and the materials needed for this. As well as the sell or rent goods from the assortment and/or materials.
- “writing” means in these terms: by letter, e-mail, fax or any other means of communication
- “document” means in these terms: by the user or by the other party manufactured or provided advise, calculations, drawings, reports, designs, etc. These documents, including digital files, may well be written or recorded on other media, such as CD-ROMs, DVDs, USB sticks, etc.
- “information” means in these terms: both the documents and the other (verbal) data provided by the user and/or other party.
- By a discrepancy or inconsistency between these terms and any translation, applies the Dutch text.
- These terms and conditions also apply to part orders, follow-up or partial assignments.
Article 2: Offers, quotations
- Every proposal and offer by the offer is valid for 1 month from the valid date unless another deadline for acceptance is stated. In an offer of quotation without obligation the user has the right to withdraw this offer or this offer within 2 working days of receiving the acceptance.
- A composite offer or proposal not obliged the user to deliver a part of the performance offered at the corresponding part of the price or rate.
- If the offer or tender is based on the other party’s information and this information proves to be incorrect or incomplete or subsequently changes, the user has the right to adjust the quoted prices, rates and/or delivery times.
- The offer, quotation, price and/or rates do not automatically apply to repeat orders or subsequent orders.
- Shown and/or provided samples and models and specifications of colors, dimensions, weights, materials and other descriptions in brochures and/or the users website are as accurate as possible, but are indicative only. The Other Party may derive no rights.
- Unless the parties agree otherwise in writing, the price of bids for contracts to supply a build locally and/or mounting booth and/or to provide structure does not include: a. the costs of breaking activities, level out and cleaning the floors, walls or ceilings and/or cleaning other than the delivered goods; b. the costs associated with clearing rooms, moving furniture etc. nor the costs of the necessary lifting equipment and hoists.
- The impressions in the offer is intended to give an indication of the booth and, by definition, no cutlery drawing which is an exact representation of the actual implementation. The presentation drawing may be different from the contents of the offer. Offer is leading.
Article 3: Realization of Agreements
The contract is realized after the other party has accepted the user’s offer, even if this acceptance differs in subordinate points from the offer. When the acceptance of the Other Party differs in important respects, the agreement shall only be realized if the user has consented in writing to these deviations through an order confirmation and final offer.
Article 4: Compensation, prices, rates
- The prices stated in an offer or quotation are in euros and rates are exclusive of VAT unless stated otherwise.
- Design and project management costs, transportation costs, (dis) assembly costs, travel and subsistence, shipping costs are included in the offer. 3. For urgent orders or if the activities take place at the request of the other party outside of the days mentioned in the previous paragraph, the user has the right to charge a surcharge on the hourly rate.
Article 5: Engaging third parties
- The user can engaged third parties by some deliveries and work performance, if a proper implementation of the agreement required.
- Where the contract entails the user to cooperate with multiple, appointed by the other party, third parties, the other party will appoint a main responsible and determine a division of labor. This is done in consultation with and with the consent of the user.
Article 6: Obligations of the other party
- The other party must ensure that: a. he has all information necessary for the implementation of the agreement on time and in the manner desired by the user; b. all supplied data carriers, files, etc. are free of viruses and defects;
- The user shall treat the information provided by the other party confidential and only provide this information to third parties insofar as this is necessary for the implementation of the agreement.
- The other party is liable for loss, theft and other damage to the goods, tools, etc. which the user used during working for the other party, which also includes damage caused by deficiencies, defects, etc. in the workplace.
- If the other party does not or fails to meet previous commitments, the user has the right to suspend the execution of the agreement until such time that the other party has fulfilled its obligations. The costs associated with the delay or lost working hours, the cost of carrying out extra work and other consequences arising from this are for the account and risk of the other party.
Article 7: Delivery, (on) delivery deadlines
- The risk for the to be delivered goods pass to the other party at the time of delivery. This is the time when the other party has checked the results and signed the deliverable for approval.
- Dispatch or transport by third parties of the affairs of the other party will take place at the expense and risk of the other party and on a user-defined manner. The user is not liable for damages of any kind – whether or not the business itself – related to the dispatch or transport.
- If the user delivers the goods themselves with the other party, the risk passes over at the moment is that these goods arrive at the location of the other party and in fact are available to him.
Article 8: Progress, implementation agreement
- If the commencement, process or delivery of the work or the agreed delivery of goods is delayed because: a. the user has not received all the necessary information of the other party; b. the user did not received in time any agreed (advance)payment from the other party; c. 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 and reimbursement of their costs and damages, including any waiting time.
- If the other party wishes changes in the agreed work, the user will inform the other party about the implications of these changes for the agreed prices, tariffs and delivery deadlines.
- If during the execution of the agreement, the work and/or deliveries can’t be executed in the manner agreed, due to unforeseen circumstances, the user will enter into consultation with the other party about amending the agreement. The user shall inform the other party of the consequences of the change to the agreed prices, tariffs and delivery deadlines. If the execution of the agreement resulting from this has become impossible, the user shall be entitled to full compensation for all the work and deliveries.
Article 9: Additional and less work
- Additional work is defined as: any request from the other party or necessarily work arising from additional work and deliveries not included in the offer, quotation or order.
- Additional and less work must be agreed in writing between the user and the other party. The user will only be bound by verbal agreements after it has confirmed in writing to the other party or when the user – without objection from the other party – has started the implementation of these agreements.
- Payment of additional- and/or less work takes place directly in the final invoice, unless the parties agree otherwise in writing.
Article 10: Acceptance, approval and maintenance time
- The user must inform the other party that the agreed work has been completed and the result is ready.
- The results of the work is considered to be delivered in accordance with the contract, if the other party this result has checked and signed the deliverable is for approval.
- The result of the work is also considered to have been completed accordance the agreement, if the other party didn’t complained, within a period of 24 hours after the announcement that the work has been completed.
- Small defects that maintenance period agreed between the parties in a simple manner.
- If the other party after delivery or maintenance period has flaws, imperfections, then apply the terms of the complaint section included in these general conditions.
Article 11: Lease and rental goods
- This Article applies to any agreement between the other party and the user, relating to the rental of goods or making available temporary goods to the other party.
- The user has the right to establish a deposit which the other party, prior to commencement of the lease period, has to pay. The user has the right to settle all the expense, rising costs and damages, from this deposit.
- The user determines whether he delivers the rented to the other party or that the other party has to pick up the goods themselves.
- The other party must ensure that: a. he checks the rented property for defects, damage etc. Any defects, damages, etc., the other party must immediately report; b. he has a robust means of transport if he collects the goods himself and returns to the user. The transport risk for the other party; c. he use the rented in accordance with any instructions, manuals etc. or has sufficient knowledge and experience to use the leased property in the right way; d. rented stays during the rental period in good condition. The other party is liable for all damage caused during the rental period and must report after the damage directly to the user, stating all details. Recovery of damages should only be performed by the user or – after the explicit consent – as instructed by the user; e. the rented at the end of the rental period in the state and in the packaging in which it was received at the user returns or make available for takeout. Any costs associated with destruction or loss (of parts) of the leased property as well as necessary costs for cleaning and repair shall be borne by the other party.
- The user will inspect the rented after return immediately. The other party may be present during the inspection.
- The other party is due the agreed rent over the rental period the agreed rent between the parties. The rental period begins: a. when the hired goods leaves the user’s premises, or if the other party picks up the rented goods; b. at the time the rented is delivered to the other party, or if the user delivers the rented by the other party; and ends when the rented including all its parts and accessories has been returned at the user.
- If the other party rented – for whatever reason – does not return to the user, the other party is obliged to compensate all this damages to the user, including the new value of the leased property and loss of profits. 8. The rented always remains the property of the user. The other party may not sublet the leased property, to allow third parties to use, provide third party rights on the leased property or changes in or to the rented applying different than the prior written consent of the user. The other party must always occur with third parties to create the impression or expectation, he further disposal of the leased jurisdiction.
Article 12: Complaints
- The other party must check the delivered goods immediately upon receipt and any visible deficiencies, defects, damages and/or discrepancies in quantity specified on the waybill or consignment note. In the absence of a waybill or consignment note, the other party must deficiencies, defects, etc., within 24 hours after receipt of the goods to the user report, followed by a written confirmation. In the absence of such notification, the goods are deemed to be received in good condition and in accordance with the agreement.
- Other complaints about the delivered goods must immediately after discovery – but within the agreed guarantee – in writing reported to the user. All consequences of not immediately
reporting are at risk of the other party. If no explicit guarantee has been agreed, a term of 1 year after delivery applies.
- If a complaint has been reported to the user within the periods stated in the preceding paragraphs, no appeal is possible at an agreed guarantee. All consequences of not immediately report are also at risk of the other party.
- Complaints do not suspend the payment obligation of the other party.
- The other party must enable the user to investigate the complaint and provide all this relevant information to the user. If the investigation into the complaint return is necessary, or if it is necessary for the user site will investigate the complaint, these are the costs borne by the other party, unless the complaint turns out to be valid. The transport risk is always for the other party.
- No complaints are possible about errors and/or omissions in approved documents, the errors and/or omissions could have detected the other party in a careful examination of the first draft.
- No complaints are possible on matters after receipt by the other party have changed the nature and/or composition or completely or partially treated or processed.
Article 13: Guarantees
- The user ensures that the agreed deliveries and work properly and carried out in accordance with the norms applying in the branch, but regarding these deliveries and work never a further guarantee than as expressly agreed between the parties.
- The user state during the guarantee period for the usual quality and reliability of the delivered.
- If the destination for which the party wishes to use the goods differs from the usual destination, the user guarantees only that the goods are suitable for this destination if he has confirmed in writing to the other party.
- No claim under the warranty is possible as long as the other party the agreed price and / or agreed remuneration for the work has not yet fulfilled.
- When a right to appeal to the warranty, the user – at his choice – free of charge to the repair or replacement of the goods, correction or replacement respectively still perform properly the work agreed or to repay or discount on the agreed price or compensation. If there is any additional damage, this shall be subject to the liability section included in these general conditions.
Article 14: Liability
- Outside the explicit agreement or guarantees given by the user, results guaranteed or quality the user does not accept any liability.
- Notwithstanding the preceding paragraph, the user is solely liable for direct damage. Any liability of the user for consequential damage such as trading losses, lost profits and/or losses, delays and/or personal or bodily injury shall be expressly excluded.
- The other party must take all measures necessary to prevent or limit the damage.
- If the user for damage suffered by the other party is liable, the user’s obligation to make reparation is always limited to the amount paid by its insurer in the respective case. If the insurer does not pay out or if the damage is not covered by insurance taken out by the user, the user’s indemnification obligation shall be limited to the invoice amount for the goods delivered or services rendered.
- The user is not liable and the other party can not rely on the applicable warranty if the damage occurred:
- improper use or use contrary to the destination of the product or use contrary to the instructions provided by or on behalf of the user, advice, manuals, etc;
- by incorrect or improper storage, installation or maintenance of the delivered goods by or on behalf of the other party;
- by errors or omissions by or on behalf of the other party to the user supplied or prescribed information or materials;
- instructions or directions from or on behalf of the other party;
- due to the choice of the other party that is different from what the user has advised and/or practice;
- by or on behalf of the other party repairs or other work or processing to be carried out the delivery, without the express prior consent of the user.
- The other party in the cases listed in the previous paragraph fully liable for all resulting damages and the user shall expressly indemnify all claims to compensation for this damage.
Article 15: Payment by the companies themselves
- The user always has the right (partial) advance payment or to require any other assurance for payment from the other party.
- Payment by companies themselves 50% to contract and 50% upon delivery.
- Payment must be made within a period of 30 days after the invoice date, unless the parties have agreed on a different payment term. It has been established the correctness of an invoice if the other party does not object within this payment deadline.
- If an invoice after expiry of the deadline is not paid in full under the previous paragraph, if any debit does take place, the party owe the user a late payment interest of 2% per month, to be calculated cumulatively over the principal. Parts of a month shall be counted as a full month.
- If, after warning, payment is still outstanding, the user is also entitled to the other party to extrajudicial collection costs equal to 15% of the invoice amount with a minimum of € 150.00.
- If full payment hold off by the other party, the user has the right to contract without further notice by a written statement or to suspend its obligations under the agreement until the other party has paid yet whether this is a proper security asked. Aforementioned right of suspension if the user also has it already before the other party is in default with the payment has reasonable grounds to doubt the creditworthiness of the counterparty.
- Payments made by the counterparty, the user first deducted from all interest and costs and then the invoices due to the longest, unless the other party states in writing that this payment relates to a later invoice.
- The other party may not offset the user’s claims against any counterclaims which he has on the user. This also applies if the other party (temporary) suspension of payment or is declared bankrupt.
Article 16: Retention of title
- The user retains ownership of all items delivered and to be delivered up until the time when the other party has fulfilled all his obligations to the user.
- The payment referred to in the preceding paragraph include the payment of the purchase price of the goods, plus claims for work performed in connection with the delivery and claims for the attributable failure of the counterparty to fulfill its obligations, such as receivables to pay damages, extrajudicial collection costs, interest and any penalties.
- subject to ownership conditions may be resold by the other party in the course of normal business provided it has also stipulated reservation of ownership on the delivered goods to its customers.
- As long as the items delivered to retention of title, the other party may not pledge the goods in any manner or bring things through property lists in the (actual) disposal of a financier.
- The other party must keep the goods as long as the retention of title carefully resting it and as identifiable property of the user.
- The other party must provide for such a business or household contents that the items delivered under retention always be insured and the user’s first request will grant access to the insurance policy and the respective premium payment receipts.
Article 17: Intellectual ownerships rights
- Without prejudice to article 16 of these conditions, the other party retain the rights and powers conferred on it under the Copyright Act.
- 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 without prior consent of the other party be reproduced, made public or disclosed to third parties.
- The other party has the right to use by the execution of the work increased knowledge for other purposes, provided that no confidential information communicated third party is brought.
- All, for the purpose of work, materials and other things from the other party are not the property of the user unless other arrangements have been made about the agreement. This belong to the user.
- The other party is entitled to use the stand during the exhibition, correct, careful and thoughtful use.
Article 18: Bankruptcy, power of disposition, etc.
- The user always has the right to terminate the contract without further notice by giving written notice to the other party, at the time the other party:
- is declared bankrupt or has made an application for bankruptcy;
- (temporary) suspension of payments;
- is affected by enforceable seizure;
- in receivership or under administration is made;
- otherwise loses the power or capacity to act with regard to his assets or parts thereof.
- The other party must always inform the curator or the receiver the (content of the) agreement and these terms and conditions.
Article 19: Force Majeure
- Force majeure of the other party or the user, the user has the right to terminate the agreement by giving written notice to the other party or the fulfillment of his obligations to the other party for a reasonable time to suspend without any compensation to be held.
- Force majeure on the part of the user is defined under these conditions: a non-attributable failure of the user, third parties or suppliers engaged by it or other serious grounds on the part of the user.
- Circumstances of force majeure on the part of the user are to be understood include: war, riots, mobilization, foreign and domestic civil commotion, government action, strikes within the organization of the user and/or from the counterparty or threat of these circumstances, disruption at the time of entering into the agreement currency, business interruptions due to fire, theft, sabotage, power failures, Internet or telephone connections, natural phenomena (natural) disasters, etc. as well as weather conditions, blockades, accidents, import and export restrictive measures similar transport difficulties and delivery problems.
- If the force majeure occurs when the agreement has already been partly executed, the other party must at least meet its obligations to the user up to that time.
Article 20: Cancellation, suspension
- If the other party wishes to cancel the agreement before or during the execution, he is to determine compensation payable later to the user. This compensation shall include all costs incurred by the user and the cancellation damages including lost profits. The user has the right to fix the damages and – at his choice and depending on the work already undertaken or supplies – to bill 20 to 100% of the agreed price to the other party.
- If the other party cancels a scheduled appointment less than 24 hours’ notice of opposition, the user has at least the right time reserved for it on the basis of agreed upon or – failing that – hourly fees to the other party to be charged . 3. The other party is liable to third parties for the consequences of the cancellation and indemnifies the user resulting claims of such third parties. 4. The user has the right to offset any sums paid by the party with the compensation owed by the other party.
Article 21: Applicable law / jurisdiction
- between the user and the other party is exclusively Dutch law.
- The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
- Any disputes will be submitted to the competent court in the place where the user is located, except that the user always retains the right to submit a dispute to the competent court in the place where the other party is located.
- If the other party is located outside the Netherlands, the user has the right to choose to bring the dispute to the competent court in the country or state where the other party is based.