Arture | PHP Professional en Wordpress expert

TERMS AND CONDITIONS FOR SERVICES

article 1. General

1. These terms and conditions apply to every offer, quotation and agreement between ARTURE, hereinafter referred to as: “User”, and a Client to which the User has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing.

2. The present terms and conditions also apply to agreements with the User, for the implementation of which the User must involve third parties.

3. These general terms and conditions have also been written for the User’s employees and its management.

4. The applicability of any purchase or other conditions of the Client is expressly rejected.

5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The User and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.

6. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place ‘in the spirit’ of these provisions.

7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

8. If the User does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases. .

article 2 Quotations and offers

1 All quotations and offers from the User are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.

2 The User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.

3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise.

4 Indien de aanvaarding (al dan niet op ondergeschikte punten) afwijkt van het in de offerte of de aanbieding opgenomen aanbod dan is Gebruiker daaraan niet gebonden. De overeenkomst komt dan niet overeenkomstig deze afwijkende aanvaarding tot stand, tenzij Gebruiker anders aangeeft.

5 A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

article 3 Contract term; execution terms, risk transfer, execution and amendment of the agreement; price increase

1. The agreement between the User and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2. If a period has been agreed or specified for the performance of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give the User written notice of default. The user must be offered a reasonable period of time to still implement the agreement.

TERMS AND CONDITIONS FOR SERVICES

3. The user will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art known at that time.

4. User has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

5. If work is carried out by the User or third parties engaged by the User in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.

6. Delivery takes place ex User’s company. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the moment when goods are available to the Client.

7. User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

8. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.

9. The Client shall ensure that all data, of which the User indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the agreement, are provided to the User in a timely manner. If the information required for the implementation of the agreement has not been provided to the User in time, the User has the right to suspend the implementation of the agreement and/or to charge the additional costs resulting from the delay to the Client in accordance with the then usual rates. bring. The execution period does not commence until after the Client has made the data available to the User. The User is not liable for damage of any nature whatsoever because the User relied on incorrect and/or incomplete information provided by the Client.

10. If during the implementation of the agreement it appears that it is necessary to amend or supplement it for proper implementation, the parties will proceed to amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and / or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The User will provide a price quote in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.

11. If the agreement is amended, including an addition, the User is entitled to implement it only after approval has been given by the person authorized within the User and the Client has agreed to the price and other conditions stated for the implementation. , including the time to be determined at that time at which it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract on the part of the User and is no reason for the Client to terminate or cancel the agreement.

12. Without being in default, the User can refuse a request to amend the agreement if this could have consequences in a qualitative and/or quantitative sense, for example for the work to be performed or the goods to be delivered in that context.

13. If the Client should be in default in the proper fulfillment of what it is obliged to towards the User, then the Client is liable for all damage on the part of the User caused directly or indirectly as a result.

TERMS AND CONDITIONS FOR SERVICES

14. If the User agrees a fixed fee or price with the Client, the User is nevertheless entitled at all times to increase this fee or price without the Client being entitled in that case to dissolve the agreement for that reason, if the price increase arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.

15. If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to appeal to title 5 section 3 of Book 6 of the Dutch Civil Code entitled to dissolve the agreement by means of a written statement, unless the User

– is then still prepared to perform the agreement on the basis of what was originally agreed;

– if the price increase results from a power or an obligation resting on the User under the law;

– if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement;

– or, upon delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.

article 4 Suspension, dissolution and premature termination of the agreement

1. The User is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if the Client does not, not fully or not timely comply with the obligations under the agreement, after the conclusion of the agreement, the User becomes aware of circumstances that give good grounds to fear that the Client will not fulfill its obligations, if the Client was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient or if due to the delay on the part the Client can no longer be required of the User to comply with the agreement under the originally agreed conditions.

2. Furthermore, the User is authorized to dissolve the agreement if circumstances arise of such a nature that compliance with the agreement is impossible or if other circumstances arise that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be assumed by the User. are required.

3. If the agreement is dissolved, the User’s claims against the Client are immediately due and payable. If the User suspends compliance with its obligations, it retains its claims under the law and the agreement.

4. If the User proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs incurred in any way as a result.

5. If the dissolution is attributable to the Client, the User is entitled to compensation for the damage, including the costs, resulting directly and indirectly.

6. If the Client does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, on account of non-performance, compensation or compensation is required.

7. If the agreement is terminated prematurely by the User, the User will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period, unless the User indicates otherwise.

8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client cannot can longer freely dispose of its assets, the User is free to

TERMS AND CONDITIONS FOR SERVICES

to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the User’s claims against the Client are immediately due and payable.

9. If the Client cancels a placed order in whole or in part, the work that has been carried out and the goods ordered or prepared for it, increased by any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, be charged in full to the Client.

article 5 Force majeure

1. User is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that cannot be attributed to his fault, and is not for his account by virtue of the law, a legal act or generally accepted views. coming.

2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which the User cannot exert any influence, but as a result of which the User is unable to fulfill its obligations after to come. This includes strikes in the company of the User or third parties. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled his obligation.

3. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.

4. Insofar as the User has already partially fulfilled his obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the User is entitled to part to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.

article 6 Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the User, in the currency in which the invoice was made, unless indicated otherwise in writing by the User. User is entitled to invoice periodically.

2. If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.

3. The User has the right to apply the payments made by the Client in the first place to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. The User can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. User can refuse full repayment of the principal sum, if the accrued and accrued interest and collection costs are not also paid.

4. The Client is never entitled to set off the amount owed by it to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

5. If the Client is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain payment out of court will be charged.

TERMS AND CONDITIONS FOR SERVICES

account of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.

Article 7 Retention of Title

1. The goods delivered by the User under the agreement remain the property of the User until the Client has properly fulfilled all obligations under the agreement(s) concluded with the User.

2. The goods delivered by the User, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way what falls under the retention of title.

3. The Client must always do everything that may reasonably be expected of it to safeguard the property rights of the User. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform the User thereof. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance to the User for inspection on first request. In the event of a possible payment from the insurance, the User is entitled to these payments. Insofar as necessary, the Client undertakes vis-à-vis the User in advance to cooperate with everything that may (appear to be) necessary or desirable in that context.

4. In the event that the User wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User’s property is located and to return it. to take.

article 8 Warranties, investigation and complaints, limitation period

1. The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and whether it meets the conditions set for it. In that case, the user can set other warranty and other conditions with regard to the goods to be delivered or work to be performed.

2. The warranty referred to in paragraph 1 of this article is valid for a period of 1 month after delivery, unless the nature of the delivered dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns an item that was produced by a third party, then the warranty is limited to that provided by the producer of the item, unless stated otherwise.

3. Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the use-by date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without written permission from User, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if these have been processed or processed in a manner other than the prescribed one. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond the User’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.

TERMS AND CONDITIONS FOR SERVICES

4. The Client is obliged to inspect the delivered goods or have them inspected, immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In doing so, the Client should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed on in this regard. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any event no later than fourteen days after discovery thereof. The report must contain as detailed a description as possible of the defect, so that the User is able to respond adequately. The Client must give the User the opportunity to investigate a complaint or have it investigated.

5. If the Client complains in time, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise ordered items and that for which it has instructed the User.

6. If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.

7. If it is established that an item is defective and a complaint has been made in this respect in a timely manner, the User will send the defective item within a reasonable period of time after its return or, if return is not reasonably possible, written notification of the defect by the Client, at the option of User, replace it or arrange for its repair or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.

8. If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred by the User as a result, will be fully borne by the Client.

9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.

10. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the User and the third parties involved by the User in the performance of an agreement is one year.

Article 9 Liability

1. If the User should be liable, then this liability is limited to what has been arranged in this provision.

2. The User is not liable for damage of any nature whatsoever, caused by the fact that the User relied on incorrect and/or incomplete information provided by or on behalf of the Client.

3. If the User should be liable for any damage, the User’s liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

4. The User’s liability is in any case always limited to the amount of the payment from his insurer, if applicable.

5. User is only liable for direct damage.

6. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy the defective performance of the User to to have the agreement answered, insofar as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

TERMS AND CONDITIONS FOR SERVICES

Article 10 Indemnification

1. The Client indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the User. If the User is held liable by third parties on that basis, the Client is obliged to assist the User both in and out of court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, the User is entitled, without notice of default, to proceed to do so itself. All costs and damage on the part of the User and third parties arising as a result thereof are fully at the expense and risk of the Client.

Article 11 Intellectual property

1. The user reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual property laws and regulations. User has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.