General conditions
General terms and conditions
General offer, delivery and payment conditions of Keijsers Interiors
Filed with the Chamber of Commerce under number 61043672, dated 27 May 2020.
ARTICLE 1 APPLICABILITY
1. These terms and conditions apply to all agreements and offers originating from the contractor, regardless of whether the assignment was obtained by tender or in any other way.
2. Keijsers Lundiform B.V, shall be referred to as contractor. The other party shall be referred to as client.
3. The general (tender) conditions applied by the principal shall not apply, unless they have been expressly accepted by the contractor in writing.
ARTICLE 2 OFFERS
1. All quoted prices are net, exclusive of turnover tax, and are based on execution during normal working hours. An offer shall be binding on the contractor only if expressly stated in writing. An offer that is binding on the contractor under the provisions hereof shall lapse after 30 days from the date of the offer.
2. If the customer provides the contractor with data, drawings and the like, the contractor may assume that these are correct and complete and shall base his offer on them.
3. The contracted party will be entitled to pass on to the customer any increases in wages, raw material prices, transport costs, exchange rates, insurance premiums and government levies (in particular taxes) in respect of the work to be carried out and/or (parts of) facilities to be assembled that have yet to be delivered by the contracted party at the time those increases take effect.
4. The contractor reserves the right to make minor changes to the construction, insofar as this does not substantially alter the work. Subject to the provisions of paragraph 3 of this article, the prices quoted shall be fixed for the duration of the work, unless indexation has been agreed. If indexation has been agreed, it shall be based on the price index figure, series for domestic production of the CBS, unless otherwise agreed.
ARTICLE 3 INTELLECTUAL PROPERTY RIGHTS
1. Unless otherwise agreed in writing, the Contractor shall retain the copyrights and all other intellectual property rights to the designs, images, drawings, sketches and/or quotations provided by him.
2. Without the written consent of the contractor, the drawings, designs, images, sketches and/or offers provided by him may not be copied, shown to third parties or used in any other way.
3. The drawings, designs, images, sketches and/or offers provided by the contractor shall be returned to the contractor immediately, if no order is awarded to the contractor.
4. The client acting contrary to the provisions of paragraphs 2 and 3 of this article shall be liable to a penalty of ten per cent of the amount quoted. By payment of this penalty, ownership and copyright shall not be transferred.
ARTICLE 4 ORDER CONFIRMATION
1. The agreement between the contractor and the client shall be confirmed in writing by the contractor, which confirmation shall serve as full proof.
2. Amendments to the agreement and deviations from these General Terms and Conditions shall only apply if they have been agreed in writing between the contractor and the customer.
ARTICLE 5 SCOPE OF WORK
1. The Client must ensure that all permits, exemptions and other decisions necessary to carry out the work are obtained in good time. The Client shall be obliged to send a copy of the aforementioned documents to the Contractor on first request, unless otherwise agreed in writing.
2. Unless otherwise agreed in writing, the price of the work shall not include:
(a) The cost of earthwork, pile driving, demolition, foundation work, masonry, carpentry, plastering, painting, wallpapering, repairs or other construction work of any kind;
(b) The costs of connecting gas, water, electricity or other infrastructural facilities;
c) The costs of preventing or limiting damage to goods present at or near the work;
(d) the costs of disposing of materials, building materials or waste.
ARTICLE 6 CONTRACT EXTRAS AND CONTRACT REDUCTIONS
1. All changes to the contract shall be payable for any additional costs incurred as contract extras and for any fewer costs incurred as contract reductions.
2. Additional and less work shall 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 shall be obliged, on pain of compensation for damage and costs, to ensure:
(a) that the place, where the items, materials and/or tools to be assembled are to be stored or where the delivery is to take place, is such that damage, in whatever form and in whatever manner, or theft will not be able to take place;
b) that access to the place where the delivery and/or assembly must take place is unobstructed and sufficient and that furthermore all cooperation is given to enable smooth delivery, assembly and/or completion;
c) if a hoist, lift or other means of transport is to be used, it shall be made available with controls by and at the expense of the principal. The means to be used shall comply with the government regulations in force at the time of use. Damage thereby incurred shall be borne by the customer, unless it has been established that the contractor is at fault;
d) that (sub)floors are free from lime, cement and dirt residues and from loose parts, if necessary, unless otherwise agreed in writing, are completely flat and level and are made available broom-free
(e) that the room in which the work is to be performed is provided with electricity, sufficient ventilation, water and, if necessary, heating;
f) if others also have to carry out work in the room concerned, these others and the contractor can carry out their work without hindrance if the work is carried out simultaneously;
g) that, in the event of alteration work and/or renewal of the interior, the premises are closed to the public while the work is being carried out.
ARTICLE 8 DELIVERY TIME
1. The delivery period shall commence 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 choice provisions necessary for the progress of the work.
2. The stated delivery deadlines are not to be regarded as deadlines. The mere exceeding of this period shall therefore not cause the contractor to be in default by operation of law and the purchaser may not proceed to dissolve the agreement. The contractor must first be placed in default for this purpose.
ARTICLE 9 RISK AND STORAGE
1. Unless otherwise agreed in writing, the risk of the goods, materials and work carried out shall pass to the customer from the time they are delivered to the place of destination or from the time the work has commenced.
2. If through no fault of the contractor the delivery cannot take place in time, the goods shall be stored at the expense and risk of the purchaser.
3. If any term of payment is exceeded, the contracted party will be entitled to store the goods at the expense and risk of the client and to postpone the first delivery until all due instalments have been paid.
ARTICLE 10 RETENTION OF TITLE AND UNDISCLOSED PLEDGE
1. All goods delivered to or at the work shall remain the property of the contractor until the purchaser has fully met his payment obligations, including those for additional work, extra costs and interim price increases.
2. The goods shall also be delivered encumbered with an undisclosed pledge in favour of the contractor. The customer undertakes to cooperate with the statutory requirements for establishing the undisclosed pledge as soon as the contracted party, the customer, so requests.
3. These pledges serve as additional security for the payment of everything the contracted party can claim from the customer on any account whatsoever.
4. Any intervention by third parties must be notified immediately by the customer. Costs and/or losses arising from the failure to notify immediately shall be borne by the client.
ARTICLE 11 PAYMENT
1. Unless the parties agree otherwise in writing, the following payment arrangements shall apply:
30% upon order
30% at start of work 30% at start of assembly
5% upon completion of assembly or commissioning before completion of assembly.
5% upon completion.
2. If the execution of the order is delayed at the request of the client, or because the client fails to fulfil his obligations on time or does not enable the contractor to complete the work on time, or to carry out the work required for this purpose, the contractor shall be entitled to demand payment of the instalments not yet paid on the dates on which these instalments would have become due and payable if the order had been normally executed. If as a result of the delay the contractor must store completed goods, the contractor shall be entitled to charge storage costs.
3. If the customer does not pay within 14 days of the due date, the customer will be in default without notice of default being required.
4. From the due date, the principal shall owe interest of 1% of the invoice amount for each month or part of a month by which the due date is exceeded.
5. By the mere conclusion of the agreement, the client is obliged to pay the extrajudicial collection costs, including administration costs and the costs of legal assistance and advice prior to the proceedings.
ARTICLE 12 RESPONSIBILITY FOR THE WORK
1. The contractor shall be responsible for the proper execution of the work.
2. The contractor accepts no responsibility for a design prepared by the client by third parties, including the specification of 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 shall not apply if a particular make or treatment of materials has been prescribed by the customer or by third parties.
4. If responsibility for the design is transferred by the customer to the contractor, this must be expressly agreed in writing.
5. If the principal makes materials or parts available for further processing or assembly, the contractor shall be responsible for correct processing and assembly, but never for the materials or parts themselves.
ARTICLE 13 LIMITATION OF LIABILITY
1. The commissionee's liability for damage caused by defects in the work delivered shall be limited to the net invoice amount of the work delivered.
2. The contractor shall not be liable for indirect damage including third party damage or loss of profit.
3. The contractor shall not be liable for damage related to (the inadequacy of) constructions or materials prescribed by the purchaser or materials supplied by the purchaser or on his instructions by third parties or share in the work.
4. In the case referred to in paragraph 3, the client shall fully indemnify the contractor against all claims for compensation for damage by the contractor's personnel and/or third parties, including damage arising from or as a result of product liability.
ARTICLE 14 DISSOLUTION
1. If the client does not, does not promptly or does not adequately fulfil any obligations arising for him from any agreement entered into with the contractor, as well as in the event of bankruptcy or suspension of payment of the client or in the event of shutting down or liquidation of his company, he will be deemed to be in default by operation of law without notice of default being required. The contractor shall then be entitled to dissolve the existing agreements between it and the client insofar as these have not yet been performed without judicial intervention and to claim payment from the client for the work already performed and/or deliveries already made, as well as compensation for damage, costs and interest caused by the client's failure to perform and the dissolution of the agreement, including the profit lost by the contractor.
2. In the cases referred to in paragraph 1, any claim which the contractor has against the customer shall be immediately due and payable.
ARTICLE 15 NON-ATTRIBUTABLE SHORTCOMING
1. A non-attributable breach means circumstances that could not be expected by the contractor and that are beyond his control.
2. The contractor shall be entitled to suspend the fulfilment of his obligations if he is temporarily prevented from fulfilling them due to a non-attributable failure.
3. A non-attributable failure shall include the circumstance that suppliers and/or subcontractors of the contractor fail to meet their obligations or fail to do so in time, the weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, road blocks, strikes or work stoppages and import or trade restrictions.
4. The contractor is no longer entitled to suspend if the temporary impossibility of performance has lasted for more than six months. The agreement can only be dissolved after this period has expired and only for that part of the obligations that have not yet been met. In that case, the parties shall not be entitled to compensation for any damage suffered or to be suffered as a result of the dissolution.
ARTICLE 16 GUARANTEE
1. The Contractor warrants the proper performance 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 after the first delivery applies.
2. The Client may only invoke the guarantee after he has
The customer may only invoke the guarantee after he has fulfilled all his obligations vis-à-vis the contractor.
3. If partial delivery of the Work takes place, the guarantee periods shall commence on delivery of these parts.
4. The guarantee only applies in the event of normal use and only under normal circumstances. This includes, inter alia, ensuring sufficient atmospheric humidity, not exposing the work to excessive humidity or dryness, cold, heat, etc.
5. No warranty applies:
(a) For defects on which repairs have already been carried out by third parties.
b) For materials and constructions prescribed by the customer or third parties.
c) For glass, discolouration of wood and for minor colour deviations of wood and other materials.
d) For normal wear and tear.
e) In the event of improper use.
ARTICLE 17 COMPLAINTS
The client may no longer invoke a defect in the performance of the contract if he has not lodged a written claim with the contractor within 7 days after he has discovered the defect or should reasonably have discovered it, accompanied by a clear description of the defect observed.
ARTICLE 18 DISPUTES
1. All offers, agreements and their implementation shall be governed exclusively by Dutch law.
2. All disputes shall, in so far as they exceed the competence of the subdistrict court, be settled by the District Court in the district where the contractor is established.
ARTICLE 19 FINAL PROVISION
These general terms and conditions of offer, delivery and payment can be referred to as "General terms and conditions of offer, delivery and payment of Keijsers Lundiform B.V. filed under number 61043672 dated 27-05-2020.