GENERAL QUOTATION, DELIVERY AND PAYMENT CONDITIONS
ARTICLE 1 APPLICABILITY
1. These terms and conditions apply to all agreements and quotations from the contractor, regardless of whether the assignment was obtained by means of a tender or in some other way.
2. The CBM member who uses these terms and conditions is referred to as the
contractor. The other party is referred to as the client.
3. The general (registration) conditions applied by the client do not apply, unless they have been explicitly accepted in writing by the contractor.
ARTICLE 2 OFFERS
1. All quoted prices are net, exclusive of turnover tax, and are based on performance during normal working hours. A quotation is only binding on the contractor if it is explicitly stated in writing. A quotation that is binding for the contractor on the basis of the provisions here will expire after 30 days from the quotation date.
2. If the client provides the contractor with data, drawings and suchlike, the contractor may assume that these are correct and complete and will base his offer on them.
3. The contractor has the right to charge increases in wages, raw material prices, transport costs, exchange rates, insurance premiums and government levies (in particular taxes) to the client for those activities and / or to assemble (parts of) installations that are currently from the commencement of those increases still to be performed and / or delivered by the contractor.
4. The contractor reserves the right to make minor changes to the construction, insofar as this does not bring about a substantial change in the work. With due observance of the provisions of paragraph 3 of this article, the quoted prices are fixed for the duration of the work, unless indexation has been agreed. If indexation has been agreed, it will be based on the price index, series for domestic production of Statistics Netherlands, unless otherwise agreed.
ARTICLE 3 INTELLECTUAL PROPERTY RIGHT
1. Unless otherwise agreed in writing, the contractor retains the copyrights and all other intellectual property rights to the designs, images, drawings, sketches and / or quotations provided by him.
2. The drawings, designs, images, sketches and / or quotations provided by him may not be copied, shown to third parties or used in any other way without written permission from the contractor.
3. The drawings, designs, images, sketches and / or quotations provided by the contractor must be returned to the contractor immediately, if no contract is awarded to the contractor.
4. The client acting in violation of the provisions of paragraphs 2 and 3 of this article will owe a penalty of ten percent of the amount offered. Ownership and copyright do not pass through payment of this fine.
ARTICLE 4 ORDER CONFIRMATION
1. The agreement between the contractor and the client is confirmed in writing by the contractor, which confirmation counts as complete proof.
2. Changes to the agreement and deviations from these General Terms and Conditions will only apply if they have been agreed in writing between the contractor and the client.
ARTICLE 5 SCOPE OF THE WORK
1. The Client must ensure that all permits, exemptions and other decisions necessary to carry out the work are obtained in time. The Client is obliged to send him a copy of the aforementioned documents at the Contractor’s first request, unless otherwise agreed in writing.
2. Unless otherwise agreed in writing, the price of the work does not include:
a) The costs for earthwork, pile driving, cutting, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repair or other construction work of any kind;
b) The costs for connecting gas, water, electricity or other infrastructure facilities;
c) The costs of preventing or limiting damage to items present on or near the work site;
d) The costs for removal of materials, building materials or waste.
ARTICLE 6 ADDITIONAL AND LESS WORK
1. All changes to the agreement will be charged as additional work when more costs arise from this and as far as fewer costs arise from this as less work.
2. Additional and less work will be settled fairly, irrespective of the obligation to pay the principal sum.
ARTICLE 7 PERFORMANCE OF THE WORK
Unless otherwise agreed in writing, the client is obliged, under penalty of compensation of damage and costs, to ensure:
a) that the place where the items, materials and / or tools to be assembled must be stored or where the delivery must take place in such a way that damage, in whatever form and in whatever way, or theft cannot take place;
b) that access to the place where delivery and / or assembly is to take place is unobstructed and adequate and that all cooperation is provided to enable smooth delivery, assembly and / or finishing;
c) that if a hoist, lift or other means of transport is to be used, this is made available with operation by and at the expense of the client. The instrument to be used must comply with the government regulations applicable at the time of use. Damage arising from this is at the expense of the client, unless the fault on the part of the contractor is established;
d) that (sub) floors are free of lime, cement and dirt residues and of loose parts, if necessary, unless agreed otherwise in writing, that they are completely flat and level and that they are made available swept clean;
e) that the space in which work is to be carried out has electricity, sufficient ventilation, water and, if necessary, heating;
f) that, if others also have to perform work in the space concerned, that others and the contractor can perform their work unhindered at the same time;
g) that, in the case of renovation work and / or renewal of the interior, the business space is closed to the public while the work is being carried out.
ARTICLE 8 DELIVERY TIME
1. The delivery time commences as soon as the agreement has been concluded and all data necessary for the commencement of the performance of the work are in the possession of the contractor. The client must inform the contractor in good time of all data and selection provisions that are necessary for the progress of the work.
2. The stated delivery times cannot be regarded as deadlines. The mere fact that this term has been exceeded means that the contractor is not in default by operation of law and the client cannot proceed to dissolve the agreement. The contractor must first be given notice of default for this.
ARTICLE 9 RISK AND STORAGE
1. Unless otherwise agreed in writing, the risk of the goods, materials and work carried out transfers to the client from the moment they are delivered at the place of destination or from the moment that the work has commenced.
2. If delivery cannot take place on time through no fault of the contractor, the goods will be stored at the expense and risk of the client.
3. If any payment term is exceeded, the contractor has the right to store the goods at the expense and risk of the client and to postpone the first delivery until all due installments have been paid.
ARTICLE 10 RETENTION OF OWNERSHIP AND QUIET PLEDGE RIGHT
1. All items delivered to or near the work remain the property of the contractor until the client has fully complied with his payment obligations, including additional work, extra costs and interim price increases.
2. The goods are also delivered encumbered with an undisclosed pledge in favor of the contractor. The client undertakes to cooperate with the legal establishment requirements of the undisclosed pledge as soon as the contractor requests this.
3. These pledges serve as additional security for the payment of all that the contractor has to claim from the client for whatever reason.
4. Any intervention of third parties must be notified immediately by the client. Costs and / or losses, caused by not immediately communicating, will be borne by the client.
ARTICLE 11 PAYMENT
1.Unless the parties agree otherwise in writing, the following payment agreement applies:
50% at order
50% after delivery or commissioning
2. At the second payment, the client may withhold 5% of the principal sum as security for the guarantee referred to in article 16 paragraph 1 and for any small delivery points. This withheld amount is due and payable as soon as the contractor has fulfilled the said guarantee obligation.
3. If the execution of the assignment is delayed at the request of the client, or because the latter does not fulfill his obligations on time or does not enable the contractor to complete the work or to perform the necessary activities in time, the contractor will be entitled to demand payment of the unpaid installments at the times when these installments would have become due and payable in the normal performance of the assignment. If as a result of the delay the contractor has to store finished goods, the contractor is entitled to charge storage costs.
4.If the client does not pay within 14 days after the due date, the client will be in default without a notice of default being required.
5. From the due date, the client owes an interest payment of 1% of the invoice amount for each month or each part of a month by which the due date is exceeded.
6. By simply concluding the agreement, the Client is obliged to reimburse the extrajudicial collection costs, including the administration costs and the costs of legal assistance and advice prior to the procedure. The extrajudicial collection costs are calculated as follows:Principal sum (up to and including)
Above € 200,000Applicable percentage
15% over the principal amount of
€ 375 plus 10% over the
(principal amount – € 2,500)
€ 625 plus 5% over the
(principal amount – € 5,000)
€ 875 plus 1% over the
(principal amount – € 10,000)
€ 2,775 plus 0 , 5% on
the (principal amount – € 200,000)Maximum
ARTICLE 12 RESPONSIBILITY FOR THE WORK
1. The contractor is responsible for the proper performance of the work.
2. The contractor accepts no responsibility for a design developed by the client by third parties, including the specification of the dimensions and materials given.
3. In the case referred to in paragraph 2, the contractor is only responsible for the correct assembly and guarantees the soundness of the materials. However, this does not apply if a specific brand or treatment of materials is prescribed by the client or by third parties.
4.If the responsibility for the design is transferred by the client to the contractor, this must be explicitly agreed in writing.
5.If the client makes material or parts available for further processing or assembly, the contractor is responsible for correct processing and assembly, but never for the materials or parts themselves.
ARTICLE 13 LIMITATION OF LIABILITY
1. The contractor’s liability for damage caused by defects in the delivered goods is limited to the net invoice amount of the delivered goods.
The contractor is not liable for indirect damage, including damage to third parties or loss of profit.
The contractor is not liable for damage related to (the defectiveness of) constructions or materials prescribed by the client or material or share in the work supplied by the client or by third parties on his behalf.
4. In the case referred to in paragraph 3, the client indemnifies the contractor in full against all claims for compensation of damage from personnel of the contractor and / or third parties, including damage from or as a result of product liability.
ARTICLE 14 DISSOLUTION
1.If the client does not, not timely or not properly fulfill obligations arising for him from any agreement concluded with the contractor, as well as in the event of
bankruptcy or suspension of payment of the client or in the event of the closure or liquidation of his company, he is deemed to be in default by operation of law without any notice of default being required. The contractor is then entitled to dissolve the existing agreements between it and the client insofar as they have not yet been performed without judicial intervention and to demand payment from the client for the work and / or supplies already performed, as well as compensation for damage, costs and interest caused by the non-performance of the client and the dissolution of the agreement, including the profit lost by the contractor.
2. In the cases referred to in paragraph 1, any claim that the contractor has against the client is immediately due and payable.
ARTICLE 15 NON-ATTACHABLE DEFICIENCY
1. A non-attributable shortcoming is understood to mean circumstances that could not be expected by the contractor and that are beyond its control.
2. The Contractor has the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations due to a non-attributable shortcoming.
3. A non-attributable shortcoming is understood to mean, among other things, the circumstance that suppliers and / or subcontractors of the contractor do not or not timely fulfill their obligations, the weather, earthquakes, fire, loss or theft of tools, the loss of materials to be processed. , roadblocks, strikes or work stoppages and import or trade restrictions.
4. The Contractor is no longer authorized to suspend if the temporary impossibility to perform has lasted for more than six months. The agreement can only be dissolved after this period and only for that part of the obligations that have not yet been fulfilled. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
ARTICLE 16 GUARANTEE
1. The Contractor guarantees the proper execution of the agreed performance for a period of three months after delivery or completion. For defects, which by their nature can only be discovered after a longer period of time, a warranty period of one year applies from the first delivery.
2. The client can only invoke the warranty after it has fulfilled all its obligations towards the contractor.
3 If partial delivery of the work takes place, the guarantee periods start to run upon delivery of these parts.
4. Warranty is only valid under normal use and only under normal conditions. This includes: ensuring sufficient humidity in the atmosphere, not exposing to excessive moisture or dryness, cold, heat, etc.
5. No warranty applies:
a) For defects to which repairs have already been carried out by third parties.
b) For materials and constructions prescribed by the client or third parties.
c) For glass, discoloration of wood and for minor color deviations of wood and other materials.
d) With normal wear and tear.
e) In case of improper use.
ARTICLE 17 COMPLAINTS
The Client can no longer invoke a defect in the performance of the agreement if it has not made a written complaint to the Contractor within 7 days after it has discovered or should reasonably have discovered the defect, with a clear description of the defect found.
ARTICLE 18 DISPUTES
1. All offers, agreements and the implementation thereof are exclusively governed by Dutch law.
2. All disputes, insofar as they exceed the jurisdiction of the subdistrict court, will be settled by the court in the district where the contractor is established.
ARTICLE 19 FINAL PROVISION
These general quotation, delivery and payment conditions can be quoted as “General quotation, delivery and payment conditions” on the website www.addisplay.eu/general-conditions