Terms and conditions.
General Terms and Conditions of Sale, Delivery and Payment, hereinafter referred to as the “Terms”, of DutchConcept BV interior creation, with its registered office and business address at Lage Dijk 6, 5705 BZ Helmond.
Article 1 Applicability of these Terms.
1.1 These Terms apply to all agreements entered into by DutchConcept interior creation, established in Helmond, hereinafter referred to as DutchConcept.
1.2 By placing an order, the client accepts DutchConcept’s general terms and conditions.
1.3 Special provisions that depart from DutchConcept’s Terms are binding only if agreed in writing.
1.4 Work is carried out either on a time and materials basis or for an agreed contract price.
Article 2 Work for an agreed contract price.
2.1 All quotations for work for an agreed contract price are based on a complete specification submitted at the same time, with drawings where applicable. Minor dimensional deviations shall not constitute grounds for withholding payment.
2.2 All work shall be carried out in accordance with the stated dimensions, drawings and provisions of the agreement, taking paragraph 1 of this Article into account where applicable.
2.3 Unless otherwise agreed, DutchConcept shall keep its offers open for 30 days.
Article 3 Offers.
3.1 All other offers and/or quotations are non-binding unless expressly stated otherwise.
3.2 Verbal offers made by DutchConcept or its subordinate staff are not binding unless confirmed in writing by DutchConcept.
Article 4 Arrangements.
Arrangements or agreements with subordinate members of DutchConcept’s staff are not binding on DutchConcept unless confirmed by it in writing. For this purpose, subordinate staff means all employees and other staff members who do not hold authority to represent the company.
Article 5 Agreement.
5.1 An agreement for the performance of work becomes binding on DutchConcept only upon its written confirmation.
5.2 Every agreement entered into with DutchConcept is subject to a condition subsequent concerning the client’s creditworthiness: DutchConcept must be satisfied that the client is sufficiently creditworthy, at its sole discretion. The client shall permit DutchConcept to obtain information about the client where necessary.
5.3 Information concerning the offer, such as specifications and colours, and information in printed materials, drawings, illustrations and similar documents supplied by DutchConcept with the offer, is provided in good faith and is not binding on DutchConcept. The client shall ensure that such printed materials, drawings, illustrations and similar documents are not copied or supplied to third parties, and that their contents are not disclosed to third parties.
Article 6 General terms and conditions of contracting parties and/or third parties.
6.1 DutchConcept accepts the applicability of the general terms and conditions of contracting parties and/or third parties only if expressly agreed in writing.
6.2 Any applicability of those general terms and conditions does not affect the applicability of DutchConcept’s general terms and conditions, except where the latter conflict with the general terms and conditions of the contracting parties and/or third parties.
6.3 DutchConcept accepts general terms and conditions only under the conditions stated above, and only for the transaction for which they are intended. Subsequent transactions shall not automatically be governed by those purchasing terms and conditions.
Article 7 Intellectual property rights.
7.1 DutchConcept reserves all intellectual property rights in all designs, illustrations, drawings and models it supplies. Reproduction, publication and copying are permitted only with DutchConcept’s express written consent.
7.2 The designs, illustrations, drawings and models referred to in paragraph 1 remain the inalienable property of DutchConcept and shall be returned immediately upon first request.
7.3 For each act in breach of this provision, the other party shall owe a fixed penalty of EUR 5,500, without prejudice to DutchConcept’s right to claim full compensation for damages.
Article 8 Obligations of DutchConcept.
8.1 DutchConcept shall carry out the commissioned work in accordance with the provisions of the agreement.
8.2 DutchConcept accepts the order subject to the permits, exemptions and allocations required for the work being granted in time.
Article 9 Obligations of the client.
9.1 The client shall ensure that DutchConcept has timely access to:
a. The information and approvals required to prepare the work, such as permits, exemptions and official decisions, in consultation with DutchConcept where necessary.
b. The site and/or premises where the work is to be carried out.
c. Sufficient facilities for the delivery, storage and/or removal of construction materials, other materials and tools.
d. Connections for electrical machinery, lighting, heating, gas, compressed air, water and other energy supplies required to carry out the work.
e. Drawings showing the location of cables, pipes and conduits in walls and elsewhere.
9.2 The client shall make water, gas, electricity, storage space for materials and similar facilities available without entitlement to compensation, insofar as these are present at or near the work site.
9.3 If the client has reserved the supply of certain materials and/or the performance of certain parts of the work to itself, it shall be liable for any delay in their delivery or performance.
9.4 If the start or progress of the work is delayed by factors for which the client is responsible, any resulting loss and costs incurred by DutchConcept may be charged to the client.
Article 10 Subcontracting to third parties.
The client authorises DutchConcept to have the work carried out by a third party designated by DutchConcept, at a time of DutchConcept’s choosing.
Article 11 Prices.
11.1 If, after the order is placed, the government or trade unions introduce changes to wages, employment conditions or social provisions, either party may require a full adjustment to reflect those changes.
11.2 Unforeseen changes in material prices during the course of the work may be passed on to the client.
11.3 If the price fluctuation exceeds 5% of the agreed transaction value, both parties shall be entitled to require a full adjustment.
Article 12 Materials.
12.1 Unless otherwise agreed, materials of normal commercial quality shall be supplied and used.
12.2 Minor variations in quality, colour, hardness, thickness and similar characteristics do not constitute grounds for rejection. An average sample of the work shall be used to assess whether a delivery exceeds permissible tolerances.
Article 13 Additional and omitted work.
13.1 The work includes only what the parties have agreed in writing.
13.2 Additional or omitted work instructed verbally or in writing before or during the work shall qualify for a corresponding adjustment to the price.
13.3 Costs incurred by DutchConcept for reasons beyond its fault may be charged to the client.
13.4 The applicability of Article 7A:1646 of the Dutch Civil Code is expressly excluded.
Article 14 Cancellation.
14.1 If the client cancels the order, it shall accept and pay for the materials and raw materials already purchased by DutchConcept, whether processed or unprocessed, at cost price, including wages and social security costs. The client shall also fully compensate DutchConcept for work already performed. In addition, the client shall owe DutchConcept compensation equal to 1/3 of the agreed price. The client shall further indemnify DutchConcept against third-party claims arising from cancellation of the order and/or refusal to accept the goods.
14.2 Without prejudice to the preceding paragraph, DutchConcept reserves all rights to demand full performance of the agreement and/or full compensation for damages.
14.3 The granting or refusal of subsidies or financing, and other unforeseen circumstances, shall never constitute grounds for cancelling orders already placed, unless the client and DutchConcept agree otherwise in writing in that situation.
Article 15 Completion periods.
15.1 Agreed completion periods are not strict deadlines unless expressly agreed otherwise. In the event of late completion, the client shall give DutchConcept written notice of default.
15.2 Completion periods are established on the assumption that DutchConcept will encounter no obstacles to commencing the work.
Article 16 Completion.
16.1 The work shall be deemed completed when DutchConcept has notified the client of completion in writing or verbally.
16.2 If a specific completion date has been agreed, it shall be extended automatically if delays occur that cannot be attributed to DutchConcept, such as weather conditions that prevent work, strikes, lockouts, war, threat of war or other exceptional circumstances referred to in the Article on Force majeure.
Article 17 Complaints and warranty.
17.1 Immediately after completion, the client shall thoroughly inspect the work for defects and, if any are found, immediately notify DutchConcept in writing.
17.2 If the client does not notify DutchConcept within 8 days after the day of completion of defects that could have been identified through a thorough inspection, the client shall be deemed to have accepted the condition of the completed work and shall lose any right to make a complaint.
17.3 DutchConcept shall be given the opportunity to investigate complaints. If agreement is reached, a written statement shall be prepared and signed by both parties.
17.4 If DutchConcept considers the complaint justified, it shall either arrange for the defects to be remedied or pay reasonable compensation, up to the invoice value of the goods supplied.
17.5 DutchConcept provides the client with a warranty on goods supplied and work performed insofar as defects arise during normal use and use for the intended purpose. DutchConcept warrants proper performance of the agreed work for a period of 6 months after delivery or completion.
17.6 If the manufacturer of particular supplied items, such as doors, furniture or electronic equipment, grants DutchConcept a more extensive warranty, that warranty shall also apply to the client. If the supplier of the goods determines that the complaint is justified, the applicable manufacturer’s and/or wholesaler’s warranty shall be followed, or DutchConcept shall remedy the defect itself. The client shall provide an opportunity for this; otherwise, all warranty coverage shall lapse.
17.7. Warranty claims shall never be honoured:
a. If requirements imposed on the completed work and/or supplied goods differ from, or are more stringent than, those known when the agreement was concluded.
b. If third parties have carried out repairs or other work without DutchConcept’s written consent.
c. If the supplied materials and completed work are not used and maintained in the intended manner.
d. If the subfloors are not adequately dry or do not remain dry.
e. If the client has not fulfilled all its obligations to DutchConcept, financial or otherwise.
f. In the case of normal wear and tear.
Article 18 Liability.
18.1 DutchConcept shall not be liable for costs, damages or interest arising directly or indirectly from:
a. Force majeure as further defined in these Terms;
b. Acts or omissions of the client, its subordinate staff or other persons engaged by or on behalf of the client;
c. Failure by the client to maintain the goods supplied;
d. Damage to the goods supplied resulting from external mechanical, chemical or biological influences, or similar causes;
e. Any other external cause.
18.2 DutchConcept shall be liable, to the extent covered by its insurance or up to a maximum of the invoice value, for damage to the work, accessories, materials and equipment, and to the work and/or property of the client and/or third parties, insofar as caused by the fault of DutchConcept or persons engaged by DutchConcept on the work entrusted to it.
18.3 In principle, DutchConcept shall not be obliged to compensate the client for business losses and/or consequential losses, depending on the nature of the fault.
18.4 As soon as materials, components or tools required for the order have been brought to the work site, the client shall bear liability for all risks and damage of any kind affecting those materials, installations, components or tools, including theft, fire, water damage or other damage, without prejudice to the client’s right to demonstrate that these resulted from negligence on the part of DutchConcept.
Article 19 Force majeure.
19.1 Exceptional circumstances, including storm damage and other natural disasters, obstruction by third parties,
disruption of transport in general, full or partial strikes, riots, war or threat of war in the Netherlands or the country of origin of the materials, lockouts, loss of or damage to goods during transport to DutchConcept or the client, failure or delay by DutchConcept’s suppliers to deliver goods, export and import bans, full or partial mobilisation, restrictive measures imposed by any authority, fire, breakdowns and accidents in DutchConcept’s business or means of transport or those of third parties, and the imposition of levies or other government measures that change the actual circumstances, shall constitute force majeure for DutchConcept. Such circumstances release DutchConcept from its obligation to perform the work, without giving the client any right to compensation of any kind or description.
19.2 In these or similar circumstances, DutchConcept may, at its sole discretion, cancel the agreement for the work, suspend it or amend it until the exceptional circumstances cease to exist. The client shall remain obliged to pay for any work already performed.
Article 20 Retention of title.
20.1 Until DutchConcept has received full payment under an agreement between the parties for the performance of work, including any damages, costs and interest, the goods supplied shall remain DutchConcept’s property.
20.2 DutchConcept shall be entitled to reclaim and repossess those goods if the defaulting client fails to fulfil its obligations, enters into liquidation, applies for or is granted a suspension of payments, is declared bankrupt, or if the goods are seized.
20.3 The client is prohibited from disposing of the goods sold and delivered for as long as its payment obligations remain unfulfilled.
Article 21 Breach and termination.
21.1 If the client breaches its obligations in any way, it shall be in default by that fact alone, without any notice of default being required. Without prejudice to the Dutch Civil Code, DutchConcept shall, in the event of breach, be entitled at its discretion to suspend its obligations under the agreement or to declare the agreement terminated in whole or in part without judicial intervention.
21.2 DutchConcept shall also have the rights referred to in the preceding paragraph if the client is declared bankrupt or a bankruptcy petition is filed against it; if it applies for or is granted a suspension of payments; if its immovable property is seized; if its business enters into liquidation or is or has been taken over by one or more third parties; or if it intends to leave the Netherlands to reside elsewhere. In all such cases, all claims DutchConcept has against the client shall become immediately due and payable.
Article 22 Payment.
22.1 When placing the order, the client shall pay a deposit of 50% so that the required materials
can be purchased.
22.2 Upon completion of the order, the client shall pay the remaining amount in cash at handover to
DutchConcept, unless otherwise agreed in writing.
22.3 Payments, including instalments, shall be made immediately upon submission of the invoice, unless otherwise
agreed in writing.
22.4 If DutchConcept has not received payment of the amount due within the specified period, it may charge the client interest at 1.25% per month, calculated from the date the invoices were sent.
22.5 In addition to the principal and interest, DutchConcept may recover from the client all judicial and extrajudicial costs caused by non-payment, including the costs of a lawyer, legal representative, agent, bailiff and collection agency.
22.6 Extrajudicial costs shall amount to 15% of the principal plus interest, with a minimum of EUR 55. All costs of legal advice and assistance shall be added to those extrajudicial costs. The mere fact that DutchConcept has engaged a third party establishes the amount of the extrajudicial costs and the obligation to pay them.
Article 23 Disputes.
23.1 All disputes arising from agreements concluded between the parties, including the mere recovery of amounts due, shall, if DutchConcept so wishes, be brought before the civil court in the place where DutchConcept has its registered office, insofar as that court has jurisdiction under the law.