Article 1. General 1. These Terms and Conditions apply to every offer, quotation and agreement between De Kammieshop, hereinafter referred to as "the User", and a customer to whom the User has declared these Terms and Conditions applicable, insofar as the parties have not expressly deviated from these Terms and Conditions in writing. 2. The present terms and conditions also apply to agreements with the User, the execution of which requires the User to involve third parties. 3. These general terms and conditions have also been written for the User's employees and his management. 4. The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected. 5. 5. If one or more provisions in these general terms and conditions are wholly or partially null and void or should be annulled at any time, the other provisions of these general terms and conditions shall remain fully applicable. The User and the Other Party will then consult in order to agree new provisions to replace the void or nullified provisions, whereby the purpose and purport of the original provisions will be observed as much as possible. 6. If there is any lack of clarity regarding 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 a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions. 8. If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases. Article 2, Quotations and offers 1 All quotations and offers made by the User are without obligation, unless a term for acceptance has been set in the offer. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime. 2 The User cannot be held to its offers or quotations if the Other Party can reasonably understand that the offers or quotations, or a part thereof, contain an obvious mistake or error. 3 The prices stated in an offer or quotation are inclusive of VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise. 4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User will not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise. 5 A compound quotation will not oblige the User to perform part of the order for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders. Article 3 Duration of the contract; delivery periods, performance and amendment of the agreement; price increase 1. The agreement between the User and the Other Party will be entered into for an indefinite
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period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing. 2. If a term has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this will never be a deadline. If a term is exceeded, the Other Party must therefore give the User notice of default in writing. In doing so, the User must be given a reasonable period to still fulfil the agreement. 3. The User will be entitled to have certain activities performed by third parties. 4. The User will be entitled to perform the agreement in various stages and to invoice the part thus performed separately. 5. If the agreement is performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing. 6. If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has made this information available to the User correctly and in full. 7. If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement it in order to ensure its proper performance, the parties will amend 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 indication of the Other Party, of the competent authorities, etc., is changed and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. User will as much as possible in advance estimate. By an amendment of the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of amendment of the agreement, including the change in price and period of execution. 8. If the agreement is amended, including a supplement, the User will not be entitled to perform the agreement until the person authorised within the User has given his consent and the Other Party has agreed to the price and other terms and conditions stated for performance, including the time to be determined at that time when the agreement will be performed. Failure to perform the amended agreement, or failure to perform it immediately, will also not constitute a breach of contract on the part of the User and will not constitute grounds for the Other Party to terminate the agreement. 9. Without being in default, the User may refuse a request to amend the agreement if this could have consequences in terms of quality and/or quantity, for example, for the work to be performed or goods to be delivered in that context. - If the Other Party should be in default in the proper performance of what it is obliged to do vis-à-vis the User, the Other Party will be liable for all damage (including costs) on the part of the User as a direct or indirect result. - If the User agrees on a certain price when concluding the agreement, the User will nevertheless be entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation. - If the price increase is the result of an amendment to the agreement; - If the price increase is the result of an authority to which the User is entitled or an obligation incumbent on the User under the law; - In other cases, on the understanding that the Other Party not acting in the course of a profession or business will be entitled to dissolve the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months of the conclusion of the agreement, unless the User is then still prepared to perform the agreement on the basis of what was
originally agreed, or if it has been stipulated that delivery will take place more than three months after the purchase. Article 4 Suspension, dissolution and premature termination of the agreement 1. User is entitled to suspend the fulfilment of the obligations or to dissolve the agreement immediately and with immediate effect, if: - the Other Party fails to fulfil its obligations under the agreement or fails to fulfil them fully or on time; - after the agreement has been concluded, circumstances come to the knowledge of the User give the User good reason to fear that the Other Party will fail to fulfil its obligations; - the Other Party was requested to provide security for the fulfilment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient; - if, due to the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement at the originally agreed conditions, the User will be entitled to dissolve the agreement. - if circumstances arise of such a nature that compliance with the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required of the User. 2. If the termination is attributable to the Other Party, the User will be entitled to compensation for the damage, including costs, directly and indirectly incurred as a result. 3. If the agreement is dissolved, the User's claims against the Other Party will be immediately due and payable. If the User suspends the fulfilment of its obligations, it will retain its claims under the law and the agreement. 4. If the User suspends or dissolves the agreement on the grounds referred to in this article, it will in no way be obliged to pay compensation for damage and costs arising in any way as a result of this, whereas the Other Party will be obliged to pay compensation or indemnification on the grounds of breach of contract. 5. If the agreement is terminated prematurely by the User, the User will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Other Party. Unless the premature termination is attributable to the User, the costs of transfer will be charged to the Other Party. The User will inform the Other Party as much as possible in advance of the scope of these costs. The Other Party will be obliged to pay these costs within the period stated by the User, unless the User indicates otherwise. 6. In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the Other Party, debt restructuring or any other circumstance as a result of which the Other Party can no longer freely dispose of its assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the User's claims against the Other Party will be immediately due and payable. 7. If the Other Party cancels an order placed in whole or in part, the Other Party will be charged in full for the items ordered or prepared for it, plus any costs of supply, removal and delivery thereof and the working time reserved for the performance of the agreement. Article 5 Force majeure 1. The User will not be obliged to fulfil any obligation towards the Other Party if it is hindered to do so as a result of a circumstance for which it is not to blame and which is not for its account by virtue of the law, a legal act or generally accepted views.
2. In these general terms and conditions, force majeure includes, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which the User cannot exercise any influence, but as a result of which the User is unable to fulfil its obligations. The User also has the right to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after the User should have complied with its obligation. 3. During the period of force majeure, the User may suspend the obligations arising from the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages. 4. If, at the time when force majeure commences, the User has already partially fulfilled his obligations under the agreement or will be able to fulfil them, and the part already fulfilled or to be fulfilled, respectively, has independent value, the User will be entitled to invoice the part already fulfilled or to be fulfilled, respectively, separately. The Other Party will be 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 of the invoice date, in a manner to be indicated by the User in the currency in which the invoice was made, unless otherwise indicated in writing by the User. User is entitled to invoice periodically. 2. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. The Other Party will then owe interest. In the case of a consumer purchase, the interest will be equal to the statutory interest. In other cases, the Other Party will owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will be due. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full. 3. The User will be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest. 4. The User may, without being in default as a result, refuse an offer for payment if the Other Party indicates a different sequence for the allocation of the payment. The User may refuse full repayment of the principal sum if the outstanding and accrued interest and collection costs are not also paid. 5. Objections to the amount of an invoice do not suspend the payment obligation. 6. If the Other Party is in default or default in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining extrajudicial settlement will be for the Other Party's account. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs owed. Article 7 Retention of title
1. All items delivered by the User under the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations under the agreement(s) concluded with the User. 2. Goods delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party will not be entitled to pledge or encumber in any other way the items subject to retention of title. 3. The Other Party must always do everything that can reasonably be expected of it to safeguard the User's property rights. 4. If third parties seize goods delivered subject to retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User immediately. 5. The Other Party undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection by the User upon first request. In the event of any insurance payment, the User will be entitled to these tokens. To the extent necessary, the Other Party undertakes in advance towards the User to cooperate in everything that may be necessary or desirable in that context. 6. In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives its unconditional and irrevocable consent in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to repossess those items. Article 8 Guarantees, research and complaints 1. The items to be delivered by the User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee referred to in this article applies to items intended for use within the Netherlands. In the event of use outside the Netherlands, the Other Party must itself verify whether the use thereof is suitable for use there and whether they meet the conditions set for them. In that case, the User may set other guarantee and other conditions with respect to the goods to be delivered or work to be carried out. 2. The guarantee mentioned in paragraph 1 of this article applies for a period of 1 year after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. No guarantee applies to live animals! If the guarantee provided by the User concerns an item produced by a third party, the guarantee will be limited to that provided by the producer of the item, unless stated otherwise. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party. 3. Any form of guarantee will lapse if a defect has arisen as a result of or results from injudicious or improper use of it or use after the best-before date, incorrect storage or maintenance of it by the Other Party and/or by third parties when, without the written consent of the User, the Other Party or third parties have made changes to the item or have tried to make changes to it, other items have been attached to it that should not be attached to it or if it has been processed or treated in a manner other than prescribed. Nor will the Other Party be entitled to any guarantee if the defect has arisen due to or is the
result of circumstances beyond the User's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) and so forth. 4. The Other Party will be obliged to examine the delivered goods (or have them examined) immediately at the time that the goods are made available to it or the work in question has been carried out. In doing so, the Other Party must examine whether the quality and/or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect. Any defects must be reported to the User in writing within two months of discovery. The report must contain as detailed a description of the defect as possible, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate the complaint or have it investigated. 5. If the Other Party complains in a timely manner, this will not suspend its payment obligation. In that case, the Other Party will also remain obliged to purchase and pay for the other items ordered, unless no independent value can be attributed to them. 6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer term arises from the nature of the item or the other circumstances of the case. 7. If it is established that an item is faulty and a complaint has been submitted in time, the User will replace the faulty item within a reasonable period of time after it has been returned or, if return is not reasonably possible, written notice of the defect by the Other Party, at the User's discretion, or arrange for its repair or replacement or pay the Other Party a replacement fee for it. In the event of replacement, the Other Party will be obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise. 8. If it is established that a complaint is unfounded, the costs incurred on the part of the User as a result, including investigation costs, will be fully at the expense of the Other Party. Article 9 Liability 1. If the User should be liable, this liability will be limited to the provisions of this provision. 2. The User will not be liable for damage, of whatever nature, caused by the fact that the User has assumed incorrect and/or incomplete information provided by or on behalf of the Other Party. 3. The User will only be liable for direct damage. 4. Direct damage is exclusively understood to mean: - the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions; - any reasonable costs incurred to ensure that the User's defective performance complies with the agreement, insofar as these can be attributed to the User; - reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. 5. 5. The User will never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend beyond that permitted under Article 7:24(2) of the Dutch Civil Code. 6. If the User should be liable for any damage, the User's liability will be limited to a
maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates. 7. The User's liability shall in any case always be limited to the amount paid out by his insurer as the case may be. 8. The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence on the part of the User or its managerial subordinates. Article 10 Limitation period 1. Contrary to the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the performance of a contract will be one year. 2. The provisions of paragraph 1 do not apply to legal actions and defences based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defences will lapse two years after the Other Party has notified the User of such non-conformity. Article 11 Transfer of risk 1. The risk of loss, damage or loss in value will pass to the Other Party at the moment at which matters are brought under the control of the Other Party. Article 12 Indemnification 1. The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which can be attributed to parties other than the User. 2. If the User should be held liable by third parties on that account, the Other Party will be obliged to assist the User both out of court and in court and to immediately do everything that can be expected of it in that case. If the Other Party fails to take adequate measures, the User will be entitled to do so itself, without notice of default being required. All costs and damage incurred by the User and third parties as a result will be fully at the expense and risk of the Other Party. Article 13 Intellectual property 1. User reserves the rights and powers vested in him under the Copyright Act and other intellectual property laws and regulations. The User will be entitled to use the knowledge gained through the performance of an agreement on its part for other purposes, insofar as this does not involve the disclosure of strictly confidential information of the Other Party to third parties. Article 14 Applicable law and disputes 1. All legal relationships to which the User is a party are governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties shall only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.