From Nooduitgang.nl, hereinafter referred to as Nooduitgang.nl, located in Leiden, filed with the Chamber of Commerce Rijnland in Leiden, under file number 27328873.
1.1. These conditions apply to all agreements and their implementation, unless deviated in writing by Nooduitgang.nl.
1.2. General (purchasing) conditions of our client are not applicable, unless this is expressly confirmed by us in writing.
2.1. All our offers are without obligation and based on the information and drawings provided by our client with the application.
a. It is not allowed to give or give away our offers, drawings, images, printed matter, samples and models to third parties, unless Nooduitgang.nl has explicitly given written permission;
b. Samples and models remain the property of Nooduitgang.nl and must always be returned to us in good condition, as well as drawings and images of offered but not ordered work.
2.3. Deviations from offers made will only be binding on Nooduitgang.nl, if these have been confirmed or confirmed by us in writing.
3.1. Agreements with Nooduitgang.nl are realized as soon as acceptance of the offer has reached Nooduitgang.nl.
3.2. This acceptance must show that the other party agrees with the declaration of applicability of these general terms and conditions of sale and delivery and that, if necessary, he waives the declaration of applicability of his own purchase conditions.
3.3. If the quotation contains an offer without obligation and this is accepted, Nooduitgang.nl has the right to revoke the offer within 2 working days after receipt of the acceptance.
4.1.1. The prices used by Nooduitgang.nl are based on the purchase price and other cost factors existing at the time of the offers, including exchange rates, wages, taxes and levies. If in one of these cost price components after the offer (confirmation of the order) but before the delivery an unforeseeable increase occurs, Nooduitgang.nl has the right to pass on the increases to the counterparty
4.2. a. Unless otherwise stated in writing, all prices are exclusive of B.T.W.
b. If the B.T.W. number of the other party is not known and is not made known, after Nooduitgang.nl has therefore explicitly been requested, Nooduitgang.nl reserves the right to B.T.W. to charge.
Amendments to the agreement are only valid if they have been agreed in writing between Nooduitgang.nl and the other party.
6. Delivery and shipping.
6.1. All deliveries are made free at the address given by the other party, unless otherwise agreed in writing.
6.2. The time of delivery will apply when the goods leave the company of Nooduitgang.nl. From that moment on the other party bears the risk for all direct or indirect damage that may arise. The foregoing also applies in the case of carriage paid delivery and also if the carrier of a consignment requires a statement on the consignment note that all damage during transport is at the expense of the sender.
6.3. The specified delivery time is only approximate. If the agreed delivery time has been exceeded, the other party is entitled to place a reasonable further term for the delivery with Nooduitgang.nl (by registered letter). Only after exceeding the further period, Nooduitgang.nl can be held liable for term overrun.
6.4. Nooduitgang.nl is not liable for loss or damage during transport or return shipments. The method of transport, packaging and the like will be given to Nooduitgang.nl if no further instructions are given by the other party, determined by her as a good family man, without any liability being accepted by Nooduitgang.nl.
7.1 All installations and / or facilities, which are necessary for the preparation of the items to be assembled, are at the expense and risk of the other party and are not the responsibility of Nooduitgang.nl, unless otherwise agreed in writing.
7.2. The other party shall take care of its own account and risk, unless otherwise agreed in writing, that:
the facilities and / or facilities referred to in paragraph 1 of this article are ready on time;
b. the personnel of Nooduitgang.nl, or the personnel of a third party hired by Nooduitgang.nl, can start its activities and furthermore be given the opportunity at all times to carry out its activities during normal working hours and also outside normal working hours, if this deemed necessary and reported to the other party in good time;
c. the access roads to the place of installation are suitable for transport;
d. the designated building site is suitable for storage and assembly;
e. the necessary lockable storage places for materials, tools and other items are present;
f. the necessary and usual auxiliary and operating materials (including water, electricity, heating, lighting, etc.), are available in the correct place on time and free of charge;
g. all necessary safety and other precautionary measures have been taken and are being maintained;
h. the delivered goods are present at the start of and during the assembly.
7.3. In the event of a loss of time, caused by delay due to failure to comply with one or more of the points mentioned in the preceding subsections of this article, such an extension of the delivery time shall be applied if, taking all circumstances into account, is reasonable.
8. Construction and sizes.
Possibly small size and / or weight differences are permissible up to a maximum of 10%. If, for the benefit of an implementation, a minor change is to take place in the construction or parts thereof, this is also permissible and at the discretion of Nooduitgang.nl.
9. Force majeure.
9.1. Force majeure means: any circumstance beyond the control of Nooduitgang.nl that temporarily or permanently prevents performance of the agreement.
9.2. In particular, as force majeure, insofar as this is not already included in the paragraph 1, war, war, civil war, riot, strike, transport problems, fire and other serious disruptions in the company of Nooduitgang.nl or in that from the suppliers.
9.3. If the force majeure has delayed the delivery for 12 months, Nooduitgang.nl and the other party have the right to terminate the agreement by means of a written statement. The written statement must be sent by registered mail or by bailiff's writ to the other party. In that case, the obligations arising from the agreement will be terminated without the parties being able to claim compensation from each other or any other performance. In case of partial fulfillment by Nooduitgang.nl, the other party will owe a reasonable part of the total price. If the force majeure occurs while the agreement
already partially implemented, the other party, if force majeure delayed the remaining delivery more than 6 months, only has authority to cancel the remaining part of the delivery
9.4. The party who believes that he is in a situation of force majeure must notify the other party of this by registered letter with acknowledgment of receipt.
10.1. Unless otherwise agreed in writing, payments must be made within 14 days of the invoice date to an account to be designated by Nooduitgang.nl and without any deduction or setoff. The value date indicated on the bank and giro statements is decisive and is regarded as payment day.
10.2. When the contract is concluded or the contract is awarded, the other party must pay an advance payment to Nooduitgang.nl. The advance is determined by mutual agreement between parties, depending on the size of the order. If partial distributions take place, the payment of the agreed price will be divided in a few installments, depending on the number of partial deliveries.
10.3. If the payment of an advance is refused or omitted, Nooduitgang.nl has the right to dissolve the agreement so that the other party is entitled to compensation.
10.4. If any payment is not made within the agreed period, the other party is deemed to be in default by operation of law and Nooduitgang.nl has the right to charge the other party 1.5% interest per month without any warning or notice of default. , calculated from the due date, as well as administration costs for an amount of € 130, - excluding VAT per incident.
10.5. In addition to the main claim and interest, Nooduitgang.nl is entitled to claim from the other party all extrajudicial collection costs that have been caused by non (timely) payment. Extrajudicial collection costs are owed by the counterparty if Nooduitgang.nl has insured itself for the collection of the assistance of a third party. Collection costs will be calculated in accordance with the collection rate recommended by the Netherlands Bar Association, as follows:
- 15% on the first Euro 2,950, -
- 10% over the multiple up to Euro 5.900, -
- 8% on the excess to Euro 14.748, -
- 5% over the excess up to Euro 58.990, -
- 3% over the excess above Euro 58.990, -
11. Retention of title and right of pledge.
11.1. After delivery, the delivered goods remain the property of Nooduitgang.nl until the moment that the other party has fully complied with its obligations arising from the relevant agreement.
11.2. The other party commits itself now to provide full cooperation in order to give Nooduitgang.nl the opportunity to retrieve the relevant goods from him.
11.3. As long as the claim of Nooduitgang.nl has not been paid in full, the other party is not authorized / entitled to transfer ownership of the goods delivered by Nooduitgang.nl or to establish a right of pledge or non-possessory lien and commits itself to third parties, who will wish to establish the right to declare at the first request of Nooduitgang.nl that he is not authorized to apply for a right of pledge. Furthermore, the other party undertakes not to sign a deed, in which case pledge on property is established, in which case the other party would be guilty of embezzlement.
12. Liability and warranty.
12.1. Nooduitgang.nl guarantees the soundness of the advice and other work provided by Nooduitgang.nl in the form of documents, on the understanding that Nooduitgang.nl has errors and / or negligence in those documents, which the other party has reported to Nooduitgang.nl in writing. within 3 months after delivery of the relevant document, repaired free of charge.
12.2. Nooduitgang.nl accepts liability and guarantee only for defects in goods delivered by Nooduitgang.nl if and insofar as the subcontractors and suppliers of Nooduitgang.nl, of which Nooduitgang.nl has involved the goods to Nooduitgang.nl are liable for this and offer a story. If and insofar as Nooduitgang.nl itself has processed and / or designed the delivered goods, Nooduitgang.nl guarantees the reliability thereof on the understanding that Nooduitgang.nl defects in the delivered goods, which manifest within 3 months after delivery as a result of errors and / or negligence of Nooduitgang.nl, which must be proven by the other party and which the other party has notified Nooduitgang.nl within that period, repairs free of charge. The foregoing applies unless the damage is the result of the fact that the other party or a customer of her or him uses the delivered goods in contravention of that for which the goods are intended in normal traffic or otherwise makes a mistake in use.
12.3. The advice provided by Nooduitgang.nl concerns a best efforts obligation and not a result obligation.
12.4. Nooduitgang.nl is only liable for the damage suffered by the other party that is the direct and exclusive consequence of the debt of Nooduitgang.nl, with the proviso that for compensation only the damage against which Nooduitgang.nl is insured is eligible.
12.5. Nooduitgang.nl will never be liable for indirect damage, such as those resulting from business interruption, business delays, business disruption and loss of income; the other party must insure itself against this damage. The damage to be compensated by Nooduitgang.nl will be moderated if the price to be paid by the other party is small in relation to the extent of the damage suffered by the other party.
12.6. The other party indemnifies Nooduitgang.nl against third-party claims for damage suffered by these third parties by the activities performed by Nooduitgang.nl for the other party.
13. Product liability.
Nooduitgang.nl is not liable for a lack of the delivered product. In accordance with the applicable statutory provisions in the Civil Code, the producer is liable.
14.1. Complaints must be made within 8 days after receipt of the goods, the completion of work or advice, or within the same term after a defect is reasonably or can be discovered, but at the latest within 3 months after delivery / delivery of the item (s) .
14.2. Complaints must be made by registered mail.
14.3. If the term stated in this article is exceeded, or items supplied by us have been processed, the right to claim will lapse.
14.4. Complaints about invoices must be submitted in writing within 10 days of the invoice date.
15.1. If the other party cancels the order and / or refuses to accept the goods, he is obliged to purchase or process materials and raw materials already purchased or processed by Nooduitgang.nl to take over the cost price including wages and social security charges.
15.2. The other party will owe Nooduitgang.nl by way of indemnity the amount of 1/3 of the agreed price.
15.3. The other party is obliged to indemnify Nooduitgang.nl against claims from third parties as a result of cancellation of the assignment and / or refusal of the goods.
15.4. Without prejudice to the provisions in the preceding paragraphs of this article, Nooduitgang.nl reserves all rights to claim full compliance with the agreement and / or full compensation.
16. Suspension and dissolution.
16.1. If the client does not, not timely or not properly comply with the obligations arising for him from the concluded agreement, or if there is well-founded fear, as well as in the event of bankruptcy or suspension of payment of the client or in the event of shutdown, sale or liquidation of his company, we are entitled to suspend the execution of the agreement with a reasonable term, or to dissolve the agreement.
16.2. The previous in respect of the already executed part of the agreement, as well as the loss resulting from the suspension or dissolution, including loss of profit, shall be immediately due and payable.
17. Applicable law / disputes.
17.1. All agreements with Nooduitgang.nl, to which these conditions apply, are governed by Dutch law.
17.2. All disputes arising from or in connection with an agreement will only be judged by the ordinary judge who is competent in the area of the location of Nooduitgang.nl.