Article 1 General
- These conditions shall apply to any offer, tender and agreement between BW Lights, hereinafter referred to as “Contractor”, and a Client to which the Contractor has declared these conditions applicable, provided that such conditions have not been expressly and in writing.
- ‘the present conditions shall also apply to acts by third parties engaged by the Contractor in the context of the/a contract’. Contractor. These terms and conditions are also written for the employees of Contractor and his management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- Moreover, if one or more provisions in these terms and conditions are wholly or partially void or could be destroyed, then the provisions of these terms and conditions shall continue to apply in full. The contractor and the Client will then enter into consultations in order to agree new provisions to replace the void or destroyed provisions, while respecting as much as possible the purpose and scope of the original provisions.
- If there is uncertainty as to the interpretation of one or more provisions of these general conditions, the explanation should take place ‘in the spirit’ of these provisions.
- If a situation does not occur between the parties which is not regulated in these general conditions, then this situation should be assessed in the spirit of these general conditions.
- If the contractor does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the contractor would lose in any way the right to require, in other cases, the punctual observance of the terms of those conditions.
Article 2 Quotes, offers
- All offers and offers from contractor are non-binding, unless the tender provides a time limit for acceptance. If no acceptance period has been set, the offer will always expire after 30 days.
- Contractor cannot be kept to his offers or offers if the Client can reasonably understand that the offers or offers, or part thereof, contain an apparent error or aberration.
- The prices indicated in a tender or offer do not include VAT and other public levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration fees, unless otherwise specified.
- If acceptance (whether or not on subordinate points) differs from the offer contained in the tender or offer, the contractor shall not be bound by it. The contract shall not be concluded in accordance with such derogation, unless the contractor indicates otherwise.
- A compound quote does not oblige the contractor to carry out part of the contract at a corresponding part of the specified price. Offers or quotes do not automatically apply to future orders.
Article 3 Contract duration, implementation periods, risk transfer, implementation and amendment agreement, price increase
- The contract between contractor and the Client shall be entered into for a fixed period of time, unless otherwise the nature of the contract arises or if the parties expressly and in writing agree otherwise.
- If a period agreed or given for the performance of certain activities or for the delivery of certain items, this is never a fatal period. In the event of a period exceeding, the Client contractor must therefore default in writing. The contractor should be given a reasonable period of time to implement the agreement.
- Contractor will implement the contract to the best of their ability and in accordance with the requirements of good craftsmanship. This is based on the state of science that is known at that time.
- The contractor has the right to have certain activities carried out by third parties. The applicability of Articles 7:404, 7:407(2) and 7:409 BW shall be expressly excluded.
- If third parties engaged by contractor or third parties engaged by contractor are carried out in the context of the contract at the location of the Client or a location designated by the Client, the Client shall take care of the facilities reasonably desired by those employees free of charge.
- The contractor is entitled to carry out the contract at various stages and to invoice the part thus executed separately.
- If the agreement is carried out in stages, contractor may suspend the implementation of those components belonging to the next phase until the Client has approved in writing the results of the preceding phase.
- The Client shall ensure that all information, which the Contractor indicates is necessary or which the Client should reasonably understand that is necessary for the performance of the contract, is provided to the Contractor in good time. If the information required for the implementation of the contract has not been provided to the Contractor in good time, the contractor has the right to suspend the performance of the contract and/or to charge the additional costs to the Client at the usual rates arising from the delay. The implementation period starts no earlier than after the Client has made the data available to the Contractor. The contractor is not liable for damages of any kind, because the contractor is based on incorrect and/or incomplete data provided by the Client.
- If, during the implementation of the agreement, it appears that it is necessary for its proper implementation to amend or supplement it, then the parties will make an adjustment of the agreement in good time and by mutual agreement. If the nature, size or content of the agreement, whether or not at the request or designation of the Client, of the competent authorities et cetera, is amended and the agreement is therefore amended in a qualitative and/or quantitative way, then this may have consequences for what was originally agreed. As a result, the amount originally agreed may also be increased or reduced. Contractor will do so as much in advance as possible. An amendment to the Agreement may also amend the time limit for implementation originally specified. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
- If the contract is amended, including a supplement, the contractor is entitled to implement it only after it has been agreed by the person responsible within the Contractor and the Client has agreed to the price and other conditions specified for implementation, including the date of implementation to be determined. Failure or not to immediately execute the amended contract does not result in a default by the Contractor and is not grounds for the Client to terminate or cancel the contract.
- Without defaulting, the contractor may refuse a request to amend the contract if this could have a qualitative and/or quantitative effect, for example, for the work or business to be carried out in that context.
- If the Client is allowed to fail in the proper fulfilment of what he is held to the Contractor, the Client is liable for all damages on the part of the Contractor thereby directly or indirectly.
- If the contractor matches a fixed fee or fixed price with the Client, the contractor is nevertheless entitled at any time to increase this fee or price without the Client being entitled to terminate the contract for that reason, if the increase in the price results from a competence or obligation under the laws, regulations or finds its cause in an increase in the price of raw materials or its cause in an increase in the price of raw materials wages et cetera or on other grounds which were not reasonably foreseeable when entering into the agreement.
Article 4 Suspension, dissolution and interim termination of the Agreement
- The contractor has the power to suspend the fulfilment of the obligations or to terminate the contract if the Client does not comply with the obligations of the contract, in full or in time, after the conclusion of the contract Notifying the Contractor of the conditions that the Client will not fulfil the obligations, if the Client has been asked to provide certainty for the satisfaction of his obligations under the contract at the time of the conclusion of the contract and this security is not sufficient or if, as a result of the delay on the part of the Client, it can no longer be required of the Contractor to comply with the agreement against the conditions originally agreed.
- Furthermore, the contractor shall have the power to terminate the contract if circumstances arise which are such that compliance with the contract is impossible or if there are otherwise circumstances which are such that the unchanged maintenance of the contract cannot reasonably be required of the Contractor.
- If the contract is terminated, the claims of the Contractor on the Client will be immediately claimable. If the contractor suspends compliance with the obligations, he retains his claims under the law and agreement.
- If the contractor proceeds to suspend or dissolution, he shall not be required in any way to compensate for damages and costs in any way.
- If the dissolution is attributable to the Client, the contractor is entitled to compensate for the damage, including the costs, resulting directly and indirectly.
- If the Client fails to fulfil his obligations arising from the contract and justifies this non-compliance dissolution, then the Contractor is entitled to terminate the contract immediately and with immediate effect without any obligation to pay any compensation or compensation, while the Client is obliged, by virtue of default, to compensation or compensation.
- If the contract is terminated by contractor in the interim, the contractor in consultation with the Client will ensure the transfer of work to third parties to be carried out. This unless the denunciation is attributable to the Client. If the transfer of the work for contractor entails additional costs, they will be charged to the Client. The Client is required to meet these costs within the time limit referred to above, unless the contractor indicates otherwise.
- In the case of liquidation, of (application of) suspension of payment or bankruptcy, of seizure – if and in so far as the attachment has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance whereby the Client can no longer freely dispose of his assets, the Contractor is free to terminate the contract immediately and with immediate effect or to cancel the order or agreement , without any obligation, on the part, to pay any compensation or compensation. In that case, the claims made by the contractor on the Client are immediately required.
- If the Client cancels all or part of the order, the work that has been carried out and the cases ordered or prepared for this purpose will be fully charged to the Client.
Article 5 Force Majeure
- The contractor is not obliged to fulfil any obligation to the Client if he is hindered by a circumstance which is not due to guilt, and is not accounted for under the law, an act of law or in circulation.
- Force majeure shall mean, in addition to what is understood in law and case law, all of those external causes, foreseeable or non-foreseen, to which the Contractor cannot exert influence, but which makes the contractor unable to fulfil its obligations. Included strikes in the company of contractor or third parties. The contractor also has the right to invoke force majeure if the circumstance preventing (further) compliance with the contract enters into force after the contractor had to fulfil his commitment.
- The contractor may suspend the obligations of the agreement during the period during the period during which force majeure continues. If this period lasts longer than 7 days, each of the parties shall be entitled to terminate the agreement without obligation to compensate the other Party.
- To the extent that the contractor has now partially fulfilled or complied with the part of the self-contained value of the contract at the time of the entry into force majeure, and is subject to the proportion of self-employment to be fulfilled or fulfilled, the contractor is entitled to invoice the part already fulfilled or complied with separately. The Client is required to comply with this invoice as if there were a separate agreement.
Item 6 Payment and collection costs
- Payment must always be made within 14 days of the invoice date, in a manner to be indicated by contractor in the currency in which it has been invoiced, unless otherwise indicated in writing by the Contractor. Contractor is entitled to invoice periodically.
- If the Client defaults on the timely payment of an invoice, then the Client is by law in default. The Client then owes the statutory interest. The interest on the amount payable will be calculated from the moment the Client is in default until the time of satisfaction of the amount fully due.
- The contractor has the right to have the payments made by the Client in the first place in deducted the costs, then deducted the interest paid open and finally deducted the principal and the current interest. Without defaulting, the contractor can refuse an offer to pay if the Client designates a different order for the allocation of the payment. Contractor may refuse full repayment of the principal if the open and current interest and collection costs are not paid.
- The Client is never entitled to set off the liability owed by him to the Contractor. Objections to the amount of an invoice do not suspend the obligation to pay.
- If the Client is in default or in default in the (timely) fulfilment of his obligations, then all reasonable costs for obtaining satisfaction will be borne by the Client. The out-of-court costs are calculated on the basis of what is common in dutch debt collection practice, currently the calculation method according to Report Preliminary Work II. However, if the contractor has incurred higher debt collection costs that were reasonably necessary, the costs actually incurred are eligible for compensation. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the debt collection costs due.
Article 7 Reservation of ownership
- The contractor delivered under the contract shall remain the property of contractor until the Client has properly fulfilled all obligations of the contract(s) concluded with the contractor.
- The contracte, which is covered by the reservation of ownership under lid 1,may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or object to the reservation of ownership.
- The Client must always do everything that can reasonably be expected of him to safeguard the property rights of contractor.
- If third parties seize or claim rights, provided or claim rights under the ownership reservation, the Client is obliged to inform the Contractor immediately. Furthermore, the Client undertakes to ensure and insured the company under ownership against fire, explosion and water damage as well as against theft and the policy of that insurance to be provided to the Contractor for inspection at first request. In the event of a possible payment of the insurance, the contractor is entitled to these tokens. For as much as necessary, the Client undertakes to cooperate in advance with the contractor in all that may (prove) necessary or desirable in that context.
- In the case of The Contractor wishing to exercise his property rights referred to in this Article, the Client shall give unconditional and non-revocable permission to the Contractor and by appointing the contractor third parties to enter all those places where the contractor’s property is located and to take them back.
Article 8 Guarantees, research and advertisements, limitation period
- The cases to be delivered by contractor meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended in the Netherlands in normal use. The guarantee referred to in this Article shall apply to matters intended for use within the Netherlands. When used outside the Netherlands, the Client must verify for himself whether its use is suitable for use there and meet the conditions set there. In that case, the contractor may impose other guarantee and other conditions in respect of the business or work to be carried out.
- The guarantee referred to in paragraph 1 of this Article shall apply for a period of 30 days after delivery, unless otherwise the nature of the delivered or the parties have otherwise been agreed. If the guarantee provided by the contractor concerns a case produced by a third party, the guarantee shall be limited to that provided by the producer of the case, unless otherwise stated.
- Any form of guarantee shall be voided if a defect has arisen as a result of or results from or results from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or by third parties where, without written consent from the Contractor,
- The Client or third parties made changes to the case or tried to make, other matters were confirmed which should not be confirmed or if they were processed or processed in a manner other than the prescribed manner.
- Nor does the Client be entitled to a guarantee if the defect is due to or the result of circumstances which contractor cannot influence, including weather conditions (e.g. but not exclusively, extreme rainfall or temperatures) et cetera.
- The Client was required to investigate the necessary examinations immediately at the time the cases are made available to him or the relevant work has been carried out. In doing so, the Client should investigate whether the quality and/or quantity of the delivered corresponds to what has been agreed and meets the requirements agreed by the parties in this respect. Any visible defects should be reported in writing to the Contractor within 30 days of delivery. Any unvisible defects shall be notified in writing to the Contractor immediately, but at least within 14 days of their discovery. The notification should contain the most detailed description of the defect as possible, so that the contractor is able to respond appropriately. The Client should give the contractor the opportunity to (make) a complaint.
- If the Client advertises in good time, this does not suspend his obligation to pay.
- If a defect is reported later, the Client will no longer be entitled to recovery, replacement or compensation.
- If it is established that a case is defective and has been advertised in a timely manner, the contractor will replace the defective case within a reasonable period of time after returning therefrom or, if return is not reasonably possible, written notification in respect of the default by the Client, at the choice of Contractor, will replace or take care of the client’s recovery or replace compensation for it. In the case of replacement, the Client is required to return the replacement business to the Contractor and to provide the ownership to the Contractor, unless the contractor indicates otherwise.
- If it is established that a complaint is unfounded, the costs will arise, including the investigation costs, on the part of the Contractor as a result, entirely on behalf of the Client.
- After the warranty period, all costs for recovery or replacement, including administration, shipping and pre-driving costs, will be charged to the Client.
- By way of derogation from the statutory limitation periods, the limitation period of all claims and defences against contractor and the third parties involved by the contractor in the implementation of an agreement shall be two years.
Article 9 Liability
- If the contractor is liable, this liability is limited to what is regulated in this provision.
- The contractor is not liable for damages of any kind caused by the fact that the contractor is based on incorrect and/or incomplete data provided by or on behalf of the Client.
- If the contractor could be liable for any damage, the liability of the Contractor is limited to a maximum of once the invoice value of the order, at least to that part of the order to which the liability relates.
- In any event, the liability of the Contractor is always limited to the amount of the distribution of his insurer, where appropriate.
- Contractor is only liable for direct damage.
- Direct injury shall only mean the reasonable costs of determining the cause and extent of the injury, provided that the determination relates to damage within the meaning of those conditions, any reasonable costs incurred to ensure that the defective performance of the Contractor to the contract can be attributed to the contractor and reasonable costs , made to prevent or reduce damage, provided that the Client demonstrates that these costs have resulted in a reduction in direct damage as referred to in these general conditions. Contractor is never liable for indirect damages, including consequential damages, foregone profit, missed savings and damage caused by corporate stagnation.
- The liability restrictions contained in this Article do not apply if the damage is due to intent or gross negligence of contractor or his managerial subordinates.
Article 10 Safeguard
- The Client shall exempt contractor from any claims made by third parties who suffer damage in connection with the performance of the contract and whose cause is attributable to other than contractor. If the contractor could be called upon by third parties on this basis, the Client is required to assist both outside and in court and to do without delay all that can be expected of him in that case. If the Client fails to take adequate measures, the contractor is entitled, without default, to do so himself. All costs and damage seen on the part of contractor and third parties as a result are fully accounted for and risk of the Client.
Article 11 Intellectual property
- Contractor reserves the rights and powers conferred on him under the Copyright Act and other intellectual laws and regulations. The contractor has the right to use the knowledge increased by the performance of an agreement on his side for other purposes, provided that no strictly confidential information from the Client is communicated to third parties.
Article 12 Applicable law and disputes
- All legal relations to which the contractor is a party shall apply only dutch law, even if a commitment is carried out in whole or in part abroad or if the party concerned in the legal relationship is domiciled there. The applicability of the Enens Purchase Treaty is excluded.
- The judge in the place of procedure of the Contractor has the power to take account of disputes, unless the law requires otherwise. Nevertheless, the contractor has the right to present the dispute to the court competent under the law.
- The parties will first appeal to the court after making every effort to settle a dispute by mutual agreement.