Terms and Conditions Bateck BV V2- 2017
In these terms and conditions, the following terms are understood:
1.1 Contractor: the user of the general terms and conditions, called Bateck BV, which is registered as a Private Limited Company in the Chamber of Commerce under number 70953791.
1.2 Client: the natural or legal person, or his legal successor, to whom services are provided by the contractor, goods are delivered, work is carried out or any other legal act is performed.
1.4 Object: the item to which the quotation from the contractor or the agreement between the contractor and the client relates.
2.1 These general terms and conditions apply to and form part of all agreements between the contractor and the client, as well as to the resulting agreements and further (legal) acts of the contractor with, for or towards the client. Once the general terms and conditions apply, they will continue to apply to new agreements between the parties, unless expressly agreed otherwise.
2.2 These general terms and conditions will at all times prevail over those that may be used by the client. Insofar as necessary, the contractor hereby expressly rejects the applicability of those general terms and conditions of the client.
2.3 In the event of a conflict between the content of the agreement concluded between the client and the contractor and these terms and conditions, the provisions of the agreement will take precedence, insofar as this agreement has been recorded in writing.
2.4 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions in these general terms and conditions will remain fully applicable. The contractor and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions will be observed as much as possible.
2.5 If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place 'in the spirit' of these provisions.
2.6 If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation must be assessed 'in the spirit' of these general terms and conditions.
- Offer and quotations
3.1 All quotations and offers from the contractor are deemed to have been made without obligation, even if the offer includes a term for acceptance or if it otherwise follows from the offer that it is irrevocable.
3.2 Although the contractor will exercise due care when formulating its offers, including price lists, brochures and other information that may indicate any (imminent) legal relationship between the contractor and the client, the work ultimately to be performed or the costs deviate from this, typesetting and printing errors are still reserved. The contractor can therefore not guarantee the correctness and completeness of the data included.
3.3 The prices stated in an offer or quotation are exclusive of turnover tax and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise.
4.1 The parties can only agree on deviating conditions or amendments to the agreement in writing. These will not form part of these terms and conditions.
4.2 If during the implementation of the agreement it appears that it is necessary for a proper implementation to supplement these changes, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and / or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Contractor will provide a quotation in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The client accepts the possibility of amending the agreement, including the change in price and term of execution.
- Intellectual Property Rights
Unless agreed otherwise in writing, the contractor retains the copyrights and all industrial property rights to the offers made by it, designs, images, drawings, (trial) models, software and the like provided by it.
6.1 If the client is a consumer, prices include VAT and other levies, unless stated otherwise by the contractor. If the client is not a consumer, prices are exclusive of VAT and other levies, unless the contractor states otherwise in writing.
6.2 If, after making an offer by the contractor or after the conclusion of an agreement and before the agreed time of completion or delivery and/or termination of the work, the prices of auxiliary materials, raw materials or parts, wages or any price-determining factors have also been changed, the contractor may adjust the price accordingly.
6.3 Price increases ensuing from additions and/or amendments to the agreement made at the request of the client are at the expense of the client.
6.4 With regard to the work performed, the contractor will provide a specified invoice at the request of the client. If a price has been agreed in advance, a written specification of the work will be provided at the request of the client.
6.5 The client must make any objections to any invoice or invoice known within ten days of receipt thereof, under penalty of forfeiture of rights.
7.1 Payment must be made before the completion or delivery of the object, unless the parties have agreed otherwise.
7.2 If payment is agreed after the completion or delivery of the object, the client is obliged to pay the amount due or the remaining part within fourteen days of the invoice date, unless the contractor and the client have agreed on a different term.
7.3 However, the contractor's claim is immediately due and payable in full, whereby the client's default commences at the same time, if:
- the client submits a request for suspension of payment or is suspension of payment has been granted, bankruptcy has been filed for, or it has been declared bankrupt or assigns its estate;
- attachment is levied on all or part of the property of the client;
- the client discontinues or disposes of its business, or at least an essential part thereof, transfers shares therein to a third party or continues it in any other way.
7.4 Debts of the client – irrespective of any reason – must be paid to the contractor in cash or by bank transfer.
7.5 If the client does not pay any amount due in time, it will be in default by operation of law without any notice of default being required. From that moment on, the client (not being a consumer) owes interest of 1% per month (part of a month being regarded as a month) on the amount due until full payment thereof, unless the statutory interest is higher. In that case, the statutory interest is due until full payment of any amount due. All extrajudicial collection costs are for the account of the client (not being a consumer). The client (not being a consumer) owes extrajudicial collection costs 15% on the amount due with a minimum of ad. €150.00.
7.6 If the consumer does not pay any amount on time, the consumer is in default. From the moment that he is in default, this consumer owes extrajudicial costs and the statutory interest on the outstanding amount. The extrajudicial costs and statutory interest are equal to the maximum legal compensation for extrajudicial costs and statutory interest. The extrajudicial costs are due if the consumer has not paid the amount due within fourteen days after the reminder, in which the extrajudicial costs have been announced, after the default has occurred.
7.7 If the contractor has to take the client to court in order to enforce compliance with the agreement, the client is obliged to pay all costs incurred in connection with the legal proceedings, such as the costs for legal assistance and counsel, if the contractor is fully or partially in the right. is being asked. The aforementioned costs also include the costs of the indemnification.
7.8 Payments made by the client will first be deducted from the costs owed, then from the interest owed and finally from the compensation owed.
7.9 The Contractor is authorized to set off in accordance with Article 6:127 et seq. of the Dutch Civil Code. The client never has the right to set off.
- Delivery time/execution period
8.1 The delivery time and/or performance period will be determined approximately by the contractor.
8.2 When determining the delivery time and/or the performance period, the contractor assumes that it can perform the assignment under the circumstances known to it at that time.
8.3 The delivery period and/or performance period only commences when agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings and the like are in the possession of the contractor, the agreed (instalment) payment, if applicable, has been received. and the necessary conditions for the execution of the assignment are met.
8.4 a. If there are circumstances other than those known to the contractor when it determined the delivery time and/or performance period, it can extend the delivery time and/or performance period by the time it needs to perform the assignment under these circumstances. If the work cannot be fitted into the contractor's schedule, it will be carried out as soon as his schedule allows this.
b. In the event of additional work, the delivery period and/or performance period will be extended by the time that the contractor needs to deliver the materials and parts for this (or have them delivered) and to perform the additional work. If the additional work cannot be fitted into the contractor's schedule, the work will be carried out as soon as his schedule allows this.
c. If there is a suspension of obligations by the contractor, the delivery time and/or performance period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into the contractor's schedule, the work will be carried out as soon as his schedule allows this.
d. In the event of unworkable weather, the delivery time and/or execution period will be extended by the resulting delay.
8.5 Exceeding the delivery time and/or performance period does not entitle you to compensation or dissolution under any circumstances.
8.6 After the performance of the agreed work and notification thereof by the contractor to the client, the client must collect the relevant object within one week after sending the notification.
8.7 If the client does not fulfill the obligation referred to in paragraph 8.6 of this article, it is nevertheless obliged to pay the price due, as if the object had been delivered to it. In that case, the contractor may also charge the client reasonable storage or storage costs.
9.1 The object is considered delivered in the following cases:
- if the client has approved the object;
- if the object has been taken into use by the client. If the client takes part of the object into use, that part will be considered delivered;
- if the contractor has notified the client in writing that the object has been completed and the client has not stated in writing within fourteen days of the notification whether or not the object has been approved;
- if the client does not approve the object on the basis of minor defects or missing parts that can be repaired within thirty days or after delivery and that do not prevent the object from being used.
9.2 If the client does not approve the object, he is obliged to inform the contractor of this in writing, stating the reasons. The client must give the contractor the opportunity to deliver the object within a reasonable period of time.
9.3 The client indemnifies the contractor against claims from third parties for damage to undelivered parts of the object caused by the use of already delivered parts of the object.
- Risk transition
10.1 Delivery takes place ex works, location of the contractor. The risk of the object is transferred at the moment that the contractor makes it available to the client.
10.2 If the client and the contractor agree that the contractor will take care of the transport, the risk of storage, loading, transport and unloading rests with the client.
10.3 If there is a trade-in and the client retains the object to be exchanged pending delivery of the new object, the risk of the object to be exchanged remains with the client until the moment it has placed it in the possession of the contractor. If the client cannot deliver the object to be exchanged in the condition it was in when the agreement was concluded, the contractor can terminate the agreement.
11.1 The contractor guarantees that the work performed by him or outsourced to third parties will be carried out in accordance with good workmanship. This guarantee is granted for one year after the delivery or completion of the object, unless agreed otherwise in writing.
11.2 With regard to goods used in the work that have not been manufactured by the contractor itself, the guarantee and guarantee period, insofar as applicable, of the relevant supplier or manufacturer applies.
11.3 The Client can only invoke the guarantee after it has fulfilled all its obligations towards the Contractor.
11.4 The warranty claim lapses if the client does not submit this to the contractor in writing and with a clear description of the complaints within fourteen days after discovering the defect.
11.5 a. No warranty is given if defects are the result of:
- normal wear and tear;
- improper use;
- maintenance that has not been carried out or has been carried out incorrectly;
- installation, assembly, modification or repair by the client or by third parties;
- defects in or unsuitability of goods originating from or prescribed by the client;
- defects in or unsuitability of materials or tools used by the client.
b. No warranty is given on:
- delivered goods that were not new at the time of delivery;
- repairing the client's goods;
- parts covered by a manufacturer's warranty.
11.6 At the expense of the client:
- all transportation or shipping costs;
- costs for disassembly and assembly;
- travel and accommodation.
11.7 The Client cannot transfer rights under this article.
12.1 The liability of use for any damage to the object or goods of the client is limited to the amount that its liability insurer pays out in the relevant case. The Contractor will have adequate business liability insurance during the term of the agreement.
12.2 Not eligible for reimbursement:
- consequential damages. Consequential damage includes, among other things, stagnation damage, loss of production, lost profit, transport costs and travel and accommodation costs.
- damage. Supervisory damage is understood to mean, among other things, damage caused by or during the execution of the object to items that are being worked on or to items that are located in the vicinity of the place where work is being done.
12.3 The contractor is not liable for damage to material supplied by or on behalf of the client as a result of improper processing.
12.4 The client indemnifies the contractor against all claims from third parties due to product liability as a result of a defect in a product that was delivered by the client to a third party and that (partly) consisted of products and/or materials supplied by the contractor. The client is obliged to compensate the contractor for all damage suffered in this connection, including the full costs of defence.
- Force majeur
13.1 The Contractor has the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its contractual obligations towards the Client due to force majeure.
13.2 Force majeure is understood to mean, among other things, the circumstances in which suppliers, subcontractors of the contractor or transporters engaged by the contractor do not or do not timely comply with their obligations, the weather, earthquakes, fire, power failure, loss, theft or loss of tools or materials, roadblocks , strikes or work stoppages and import or trade restrictions.
13.3 The Contractor is no longer authorized to suspend if the temporary impossibility of performance has lasted more than six months. The client and the contractor can terminate the agreement with immediate effect after this period, but only for that part of the obligations that has not yet been fulfilled.
13.4 In the event of force majeure and fulfillment is or becomes impossible, both parties are entitled to terminate the agreement with immediate effect for that part of the obligations that has not yet been fulfilled.
13.5 The parties are not entitled to compensation for damage suffered or to be suffered as a result of the suspension or termination within the meaning of this article.
- Advice and information provided
14.1 The Client cannot derive any rights from advice and information it receives from the Contractor if these do not relate to the assignment.
14.2 If the client provides the contractor with data, drawings and the like, the contractor may assume that these are correct and complete in the performance of the agreement.
14.3 The client indemnifies the contractor against any claim from third parties with regard to the use of advice, drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the client.
15.1 Irrespective of the agreed payment conditions, the client is obliged, at the contractor's first request, to provide security for payment that is sufficient in the contractor's opinion. If the client does not comply with this within the set term, it will immediately be in default. In that case, the contractor has the right to dissolve the agreement and to recover its damage from the client.
15.2 The contractor remains the owner of the delivered goods as long as the client:
- fails or will fail to fulfill its obligations under this or other agreements;
- claims arising from non-compliance with the above agreements, such as damage, penalty, interest and costs.
15.3 As long as the delivered goods are subject to retention of title, the client may not encumber or alienate them outside its normal business operations.
15.4 After the contractor has invoked his retention of title, he may retrieve the delivered goods. The Client will fully cooperate in this respect.
15.5 The Contractor has a right of pledge and a right of retention on all goods that it has or will have in its possession for whatever reason and for all claims it has or may have against the Client against anyone who demands delivery thereof.
15.6 If the client has fulfilled its obligations after the goods have been delivered to it by the contractor in accordance with the agreement, the retention of title with regard to these items will revive if the client fails to fulfill its obligations under an agreement concluded later.
- Termination of the Agreement
If the client wishes to terminate the agreement without the contractor being in default and the contractor agrees to this, the agreement will be terminated by mutual consent. In that case, the Contractor is entitled to compensation for all financial loss such as loss suffered, lost profit and costs incurred.
- Applicable law
Only Dutch law applies to these terms and conditions and to offers and agreements to which the terms and conditions apply in whole or in part, as well as to disputes arising from or related to these terms and conditions.
Hulsel, February 2018