General terms & conditions
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DKTR BV SIGN CONDITIONS 2020
Article 1: GENERAL PROVISIONS AND APPLICABILITY
- The following general terms and conditions (the DKTR BV Sign Conditions 2020) apply to all quotations by, all assignments to and all agreements with the contractor. They can be consulted and downloaded from www.dktr.nl.
- Contractor is understood to mean: DKTR BV.
- Client is understood to mean: the natural person or legal entity who has instructed the contractor to carry out work or to supply goods or data. With regard to the assignment, the client cannot invoke any circumstance that he acted on behalf of a third party, unless he has expressly stated this to the contractor and the contractor has given the assignment under this condition in writing (which in these general terms and conditions also includes: by e-mail). If the assignment is issued by or on behalf of more than one client, all clients are jointly and severally bound by all obligations towards the contractor.
- By order is understood: any request for the performance of work or for the delivery of goods or data, made in whatever form. An assignment is also deemed to have been given by sending or handing over information or items on the basis of which the activities referred to in paragraph 5 of this article can be performed.
- Work is understood to mean: the manufacture, delivery, installation, installation and (or) construction (or completion) of signs, which also includes advertising products, decorations, signage, constructions and (or) parts thereof, and in any case the work arising from an order given to DKTR BV, all this in the broadest sense of the word.
- The client can only invoke stipulations or conditions that deviate from these conditions or on its own conditions if the contractor has explicitly accepted those deviating stipulations or conditions in writing.
- The client with whom an agreement was previously concluded to which the DKTR BV Sign Terms and Conditions 2020 (or an earlier version of the DKTR BV Sign Terms and Conditions) were applicable, is deemed to have agreed to the applicability of the most recent version to agreements concluded with the contractor at a later date.
Article 2: OFFERS
- All quotations, estimates, offers and similar communications by the contractor are entirely without obligation and can only be accepted without deviation. An offer is in any case deemed to have been rejected if it is not accepted within one month.
- Quotations by the contractor are based on information provided by the client. The client guarantees that he has provided all relevant information to the best of his knowledge and ability.
- The documents forming part of the quotation (such as designs, drawings, technical descriptions and the like) are as accurate as possible, but without obligation. They are and remain (intellectual) property of the contractor.
Article 3: FORMATION OF AGREEMENTS AND AMENDMENTS TO ORDERS GIVEN
- Only when the contractor has confirmed verbally or in writing that he accepts the assignment, the agreement will be concluded and obligations of the parties arising from the agreement will arise.
- The client bears the risk of not receiving, not correctly, not on time or not in full by the contractor of its communications.
- Insofar as uncertainty may arise about the content of the assignment given and its acceptance, the activities performed by the contractor will be deemed to correspond to the content and purport of the assignment.
- The client will timely provide the connection options for the energy required for the work and the testing thereof. The costs of the required energy are at the expense of the client.
- The contractor may carry out more work than stated in the order or in the acceptance thereof and charge it to the client if these work are in the interest of the client and (or) the proper execution of the order. The contractor will inform the client immediately after these additional activities have been carried out.
- The contractor will cooperate within reasonable limits with changes in the assignment, if and insofar as the content of the performance to be delivered by him does not differ materially from the originally agreed performance.
Article 4: TERMINATION AND CANCELLATION
- The contractor always has the right, without the need for a notice of default or judicial intervention, to terminate the agreement, if: the client is in a state of bankruptcy, suspension of payments applies for a moratorium, leaves payable debts unpaid, is going to be liquidated or loses his permanent residence or place of business to a place outside the Netherlands or due to seizure, custody or otherwise the power to dispose of (parts of) his assets and he does not go to opinion has provided sufficient security for what he owes and will still owe in respect of the assignment.
- The client may cancel an agreement until the contractor has started to execute the agreement, provided that he compensates the damage caused by this for the contractor. This damage also includes the profit lost by the contractor, whereby the costs are also charged for the costs incurred by the contractor in preparation, including those of reserved production capacity, purchased materials, services invoked and storage of materials.
Article 5: DETAILS AND BUSINESS OF CLIENT; RISK
- The client will ensure that information and matters that the contractor needs for the adequate performance of the assignment in the desired form are made available to the contractor in the desired form.
- The client must keep a copy and, if possible, an original of any copy, drawings, designs, photographic recordings or other information carriers to be made available to the contractor.
- The contractor has the right to suspend the execution of the assignment until the moment that the client has fulfilled the obligation referred to in paragraph 1.
- If the client does not comply with the obligation referred to in paragraph 1, the contractor has the right to terminate or return the assignment without notice of default or judicial intervention being required.
- If and insofar as the client requests this, data and items made available will be returned to the client after completion of the assignment, subject to the provisions of Article 17.
- The contractor must ensure careful storage of the goods and (or) data from the client. Unless proof to the contrary, the contractor is deemed to have fulfilled this obligation.
- The risk of damage or loss of the items and (or) data stored at the contractor or third parties is expressly for the client, except in the case of intent or gross negligence on the part of the contractor demonstrated by him.
- The client indemnifies the contractor against all claims from third parties in connection with the damage or loss of the items and (or) data referred to in the previous paragraphs.
Article 6: LIABILITY
- The liability of the contractor is excluded for all direct and indirect damage of the client, in any way related to, or caused by the failure to perform the assignment, not on time or not fully in accordance with the agreement, unless it can be demonstrated that not, not on time or not fully carrying out this in accordance with the agreement under the relevant circumstances with normal professional knowledge and with due observance of normal vigilance and had not occurred during normal business operations. In that case, the liability is limited to the amount that is paid out for the damage by the (liability) insurance of the contractor.
- The contractor always has the right, if and insofar as possible, to undo or limit the damage of the client at its own reasonable discretion.
- In any case, the client will have processed its right to hold the contractor liable for the damage referred to in paragraph 1 one year after the occurrence thereof.
- Liability of the contractor for theft of, damage to and damage caused by motor vehicles and other property of the client under the contractor is excluded, except if and insofar as the contractor is insured for this, in which case the liability is limited to the amount that is paid for the damage by the (liability) insurance of the contractor. The client indemnifies the contractor against all claims that are not eligible for reimbursement on the basis of the scheme in this article.
- The risk of delay, damage or loss of goods and (or) data during transport or shipment is always for the client, regardless of whether the transport or the shipment is carried out by or on behalf of the client, the contractor or third parties, except in the case of intent or gross negligence on the part of the contractor. Transport and dispatch also include electronic dispatch.
- If the client makes changes in, to or on items manufactured by the contractor or applies those items on or to other items without consultation with the contractor, then any subsequent changes will be made. Damage (unless proof to the contrary to be provided by the client) is deemed to have been caused by this change, and is therefore also for the account and risk of the client.
- If the client does not receive the goods and (or) data to be delivered by the contractor within thirty days after termination of the assignment and payment of the amount due in respect of that assignment, these will be at the expense and risk of the client from that moment. saved.
- The client indemnifies the contractor against all claims from third parties that are directly or indirectly related to the work or deliveries resulting from the assignment.
- The client may not return the goods and (or) data to the contractor, unless the contractor has agreed to this in writing.
Article 7: METHOD OF EXECUTION OF THE ASSIGNMENT
- The contractor will perform the work in a careful manner, in accordance with the requirements of good workmanship. The contractor determines the way in which the assignment is carried out. If the client so requests, the contractor must inform him of the manner in which the implementation will be designed, unless this cannot reasonably be expected of the contractor.
- If the contract includes the installation or attachment of structures, billboards, light boxes and the like, the client must ensure that any necessary permits have been granted (and all other legal or other requirements are met) in good time before the date on which the work commences. is planned. The permit situation is entirely within the risk sphere of the client, the contractor has no task or responsibility in this.
- The client guarantees that items to or to which items included in the order must be attached are suitable and (or) prepared for this. The client has its own investigation and duty of care in this regard, and the contractor has no task or responsibility in this respect, nor does it have its own investigation obligation. With regard to inherently vulnerable items such as windows, any damage occurring during or shortly after the work related to the assignment is deemed to have been caused by the unsuitability of those items for the assignment and not by the way in which the assignment was performed. The client accepts that the result of the activities and (or) deliveries may depend on the (ambient) temperature and (the surface) of items on which the sign must be applied.
- The client guarantees that there are no cables, pipes, pipes, solid material or other obstacles in the ground in which scaffolding is or must be anchored. The contractor has no task or responsibility in this, and no obligation to investigate. For safety reasons, a distance of one and a half times the height of the scaffolding must be maintained between a scaffolding and the public road. The client guarantees that the situation on site makes this possible. The client guarantees that the site is (practically) flat, has been paved and that there are no obstacles, vegetation or other matters present that could hinder the execution of the work. If the contractor considers this necessary, he may - without requiring permission from the client - have such items removed or have such items removed and charge the client for these activities as an additional cost. If the contractor carries out the assignment at the request of the client using and (or) with the processing of tools, materials or semi-finished products supplied by the client, this is entirely at the risk of the client. In particular, but expressly not limited thereto, this concerns durability, adhesion, wear resistance, lightfastness and color fastness of the goods manufactured and (or) processed by the contractor in such a way.
- The client must point out to the contractor special difficulties or health risks in the printing and (or) processing of materials or products supplied by him.
The contractor may, without notifying the client, outsource the assignment or parts thereof to third parties, or have it carried out by third parties, if he believes that this does not impede an effective or efficient execution of the assignment.
- If the contractor has performed work for the client during the performance of the assignment that does not fall under the activities as described in or following from the acceptance of the assignment, the relevant notes of the contractor about interim consultations with the client derives the suspicion that these activities have been carried out on behalf of the client.
- If the contractor is of the opinion that the requirements of paragraph 3 have not been met, he may suspend the execution of the assignment. This is at the risk of the client. No obligation to investigate on the part of the contractor can be derived from this paragraph.
Article 8: FORCE MAJEURE
- If the contractor cannot, not on time or not fully fulfill his obligations under the agreement as a result of a cause that cannot be attributed to him, including but not limited to war and the danger of war, mobilization, civil war, terrorism, riots, acts of war, theft, fire , major temperature fluctuations, water damage, flooding, earthquake, epidemic, pandemic and other natural disasters, industry closure, confiscation and other government measures (whether or not taken in connection with any of the events mentioned here), strike, obstruction of transport, defects in machinery, non-delivery of necessary materials, semi-finished products or data by third parties, failures in the supply of energy, reduced accessibility of data, everything both in the company of the contractor and at third parties engaged, those obligations are suspended until the contractor can reasonably be deemed this one on the other and come to fulfill this manner.
- If, due to regulations set by the government, for safety reasons or due to any other circumstance, the contractor cannot reasonably be expected to (further) perform the assignment, he has the right to suspend the fulfillment of his obligations or to suspend the agreement in full or partially dissolve.
- If circumstances as provided for in paragraph 1 or paragraph 2 arise, the client is not entitled to dissolve the agreement in whole or in part, nor does the contractor have an obligation to pay compensation for any damage in those cases.
Article 9: DESIGNS, TESTS AND TESTS
- The client must check the designs, tests, (proof) prints and (or) (test) models made available to him by the contractor for errors and defects with due speed and due speed, and submit his opinion to the contractor.
- Approval on the part of the client is regarded as an acknowledgment that the contractor has carried out the activities related thereto prior to the tests in accordance with the order.
- If the client does not comply with his obligation referred to in paragraph 1, this will be considered approval within the meaning of paragraph 2.
- Each design, test, (proof) print and (or) (test) model produced at the request of the client will be charged in addition to the agreed price, unless it has been expressly agreed that the costs thereof are included in the price.
Article 10: COPYRIGHTS ETC.
- The client guarantees the contractor that the execution of the assignment does not infringe copyrights, design rights, trademark rights or other (intellectual property) rights of third parties. The client indemnifies the contractor both in and out of court against all claims that third parties may enforce in this respect and against all costs associated with the defense.
- All items and works created during the execution of the assignment are deemed to have been completed in their entirety and exclusively according to the insights of the contractor. The contractor is therefore exclusively entitled to any copyright or other intellectual property right that arises on all goods and works produced during the execution of the order, as well as on the end products referred to in the order. All intellectual property rights to working methods, advice, etc. originating from or used by the contractor will (continue to) explicitly belong to the contractor, both during and after the execution of the assignment, irrespective of the share in the realization thereof of the client. itself or third parties engaged in the execution of the assignment. The provisions of this paragraph also apply if the relevant activities or matters are stated as a separate item on the quotation, in the offer or on the invoice.
- The client only obtains a right of use, which is furthermore limited to the delivered goods and (or) data included in the order. More in particular, the result of any activity which has resulted in intellectual property rights may not be made available to third parties for processing or reproduction, nor may the client itself be edited or reproduced. The exercise of these rights - including the disclosure or transfer of data - is expressly reserved exclusively to the contractor during and after the execution of the assignment.
- In the event of violation of the provisions of paragraph 3, the client forfeits to the contractor an immediately payable fine of EUR 2,000 per violation and EUR 250 per day or part of the day that the violation lasts, without a notice of default being required, and without prejudice to the right of the contractor on compensation by the client for all damage ensuing for the contractor.
Article 11: PRICES; DECLARATION AND COSTS
- Offers and proposals are free of charge, unless specific research is necessary. In that case, the contractor will provide a statement in advance of the expected scope of those activities and what costs will be charged for this.
- Unless otherwise agreed in writing, the amount that is charged for compensation for the work performed by the contractor is calculated according to the usual rates of the contractor. If the assignment includes design work, all work related to the preparation will always will be charged for this.
- Costs arising from or in connection with additions and changes to the assignment are for the account of the client.
- The costs incurred by the contractor will be charged to the client in the event of costs as referred to in paragraph 3 and costs related to additional work with a reasonable surcharge for handling costs. These costs may include, but are not limited to, the prices of the materials to be processed, invoices from third parties engaged and transport, shipping and insurance costs.
- More or less deliveries compared to the agreed number are permitted if they do not amount to more or less than ten percent. The delivered quantity will be charged.
- All rates are exclusive of any turnover tax due and other levies imposed by the government. These are stated separately in the invoice and are at the expense of the client.
- If, after the conclusion of the agreement and before the agreed time of delivery, due to factors still unknown at the time of the conclusion of the agreement, the prices of auxiliary materials, wages or any price-determining factors have undergone changes, the contractor may change the agreed rates adjust accordingly and without consultation with the client, but by no more than ten percent. If the percentage turns out to be higher, further consultation with the client is first necessary, after which a decision can be made to revise the assignment.
- If the contractor suspends or terminates the execution of the assignment, he is at least entitled to full payment of work performed and costs incurred up to the moment of suspension or termination.
Article 12: SEMI-FINISHED PRODUCTS, MATERIALS OF PRODUCTION, MATERIALS SUPPLIED BY CLIENT, ETC.
- The contractor is not required to hand over to the client auxiliary materials, production resources, semi-finished products and other items that have been created in the context of the execution of the order and whose delivery to the client has not been expressly agreed.
- The items referred to in paragraph 1 remain the property of the contractor, even if they are stated as a separate item on the quotation, in the offer or on the invoice.
- The contractor does not have to keep the items referred to in paragraph 1, as well as residues, such as cutting waste, etc., of the material and products supplied by the client, unless the contractor and the client agree on this in writing and also for a maximum of six months and without that the contractor guarantees the suitability for (repeated) use.
Article 13: DELIVERY AND DELIVERY PERIOD
- Unless otherwise agreed in writing, delivery takes place at the contractor's company.
- A delivery date stated by the contractor is only indicative, unless it is explicitly stated in writing that it concerns a deadline. Even with an agreed deadline, the contractor is only in default after the client has given him written notice of default.
- The contractor is bound by an agreed deadline if and as soon as the client changes the order, unless the minor significance of the change or the short duration of the delay does not reasonably require the contractor to change the initial planning for the deployment of production capacity. .
- The client must cooperate loyally in promoting timely delivery. If the client does not or not fully comply with this obligation, the contractor is no longer bound by previously agreed (delivery) periods. This also applies if the client does not comply with (one or more of) its obligations referred to in Articles 9 and 17, as well as in the situations described in Articles 4, 8 and 18.
Article 14: EXAMINATION ON DELIVERY; DEVIATIONS
- The client must immediately after the completion of the work resp. the delivery of goods and (or) data, thoroughly checking whether the performance of the contractor is sound and in accordance with the assignment.
- The performance of the contractor applies between the parties as sound and in accordance with the order, if after delivery the client has taken the delivered or a part of the delivered into use, modified or processed, delivered to third parties, respectively. commissioned or edited.
- This article also relates to assignments that include the assembly or disassembly or transport of goods.
- Deviations of minor significance - including color deviations and deviations in screen display - from the performance referred to in the order or from a design, test, (proof) printout and (or) (trial) model do not change the obligations resting on the parties and therefore constitute no reason for, for example, rejection, discount, dissolution of the agreement or compensation.
- Deviations that, taking all circumstances into account, reasonably have no or a minor influence on the usability and (use) value of the delivered goods, are always considered to be deviations of minor importance.
Article 15: COMPLAINTS
- The client must submit a complaint with regard to the work performed or the goods delivered or delivered by the contractor or the amount of the invoice within seven days of the day of delivery or. notify the contractor of the invoice date in writing. If a scaffolding or aerial platform has been used during delivery or assembly, a complaint must in principle be made before it is removed.
- If the client could not or should not reasonably have discovered a defect within the period referred to in paragraph 1, he must notify the contractor in writing of a complaint within seven days of being reasonably able to do so, stating, to the satisfaction of the contractor, why he could not or should not reasonably have discovered that defect earlier.
- After the expiry of the periods referred to in paragraphs 1 and 2, the right to complain expires.
- In the cases referred to in paragraphs 2 and 3 of article 14, the client never has any right of complaint.
- Complaints do not suspend the client's payment obligation.
- In the event of a justified complaint, the contractor may choose between (i) adjusting the amount of his invoice and (ii) improving or re-performing the rejected work, replacing or adjusting (the defective or damaged part of) the goods delivered, to which he may (insofar as reasonably possible) attach the resolutive condition that these items must be returned to him within one week of his notification.
Article 16: WARRANTY
- From any guarantee on goods or works delivered by the contractor are expressly excluded: normal wear and tear (including gradual discoloration, chalking and gloss reduction), reduction of use options and declining compatibility due to advances in technology or otherwise, any form of damage occurring during or after the application by the client of (self-adhesive) materials, damage due to improper or careless use, damage occurring after or as a result of changes made after delivery. The contractor guarantees the soundness of the construction of the delivered goods for a maximum period of three months after delivery, but never extends beyond the guarantee provided to the contractor itself by its supplier.
- The warranty for goods or works delivered by the contractor but manufactured by others, only includes the warranty granted by these others to the contractor.
- The costs of aids such as scaffolding and aerial work platforms to be used for warranty work are not covered by the warranty and are at the expense of the client.
Article 17: PAYMENT
- The contractor determines the payment terms. The contractor may request a full or partial down payment before commencing the execution of the assignment, or require payment in installments.
- The contractor may choose to send invoices by e-mail or to include them in a payment portal.
- The payment term for invoices is 14 days. The client may not set off or suspend, or apply any other deduction.
- Only the notification from the bank that an amount has been credited to the bank account indicated on the invoice applies as payment. If the client has not paid in full within the applicable term, he is in default by operation of law, and all claims that the contractor has against the client are immediately due and payable. The (business) client is, without demand or notice of default, from that moment due the statutory (commercial) interest on the entire amount due, all this without prejudice to the other rights that the contractor has.
- If the client has not paid or has not paid on time, the contractor may rely on the uncertainty exception (art.6: 263 BW) suspend the (further) execution of each assignment.
- All judicial and extrajudicial costs related to the collection of any claim of the contractor on the client will be borne by the client. The extrajudicial costs are set at 15 percent of the amount due excluding VAT, with a minimum of EUR 250.
- Payments serve in the first place to settle outstanding interest and collection costs and then to discharge the longest outstanding claim (invoice).
- The increases referred to in paragraphs 4 and 6 only replace compensation for loss due to delay. In addition to this compensation, compensation is due under the law.
- Fulfillment of the payment obligations applies to each of the jointly or otherwise bound clients regardless of the name of the invoice.
Article 18: RIGHT OF RETENTION, RETENTION OF PROPERTY AND RIGHT OF PLEDGE
- The contractor may keep items of the client that he has in his possession, as well as those items that have been put together or set up by the contractor on behalf of the client, until the client has fulfilled all his obligations towards the contractor.
- The full title to goods delivered by the contractor to the client remains with the contractor until the client has fulfilled all its obligations towards the contractor. Until this moment, the client may not dispose of the aforementioned items in any way. Constructions attached to or on (immovable) property are regarded by the parties as movable, untested property, so that retention of title continues to apply.
- By issuing an assignment, the client grants, by granting an assignment, a right of pledge on all goods and data of the client that have been placed under the control of the contractor by the client in the context of the performance of the assignment, this until additional security for everything that the client, in whatever capacity and for whatever reason, may owe the contractor, including non-due and payable and conditional debts.
Article 19: MISCELLANEOUS
- All quotations, offers, orders and agreements and disputes arising therefrom are exclusively governed by Dutch law. Quotations, offers, orders and agreements are deemed to have been made in the Netherlands, resp. given, closed and executed.
- A dispute exists if one of the parties states that this is the case.
- In the first instance, only the court in the district where the contractor has its office has jurisdiction to hear disputes, unless the subject of the dispute falls within the jurisdiction of the subdistrict court.