Terms and conditions
Paragraph 1 Overall
These conditions apply to any tender offer and the agreement between "Designs by Nico" and a client of "Designs by Nico" these conditions has stated, if these conditions are not parties expressly and in writing.
These conditions also apply to agreements with "Designs by Nico", in case third parties should be involved.
These general conditions are also written for the employees of "Designs by Nico" and his supervisor.
The applicability of any purchase or other conditions of the Client is explicitly rejected.
If one or more provisions of these terms and conditions at any time in whole or in part or were destroyed, it remains, in these terms and conditions specified fully applicable. "Designs by Nico" and the Client will then engage in dialogue to new provisions to replace the invalid or void provisions to be agreed, as far as possible the purpose and intent of the original provisions are observed.
If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation to be "the spirit of these provisions.
If an exchange situation occurs that is not in these terms and conditions is regulated, this situation should be assessed according to the spirit of these terms and conditions.
If "Designs by Nico" is not always strict compliance of these conditions requires, this does not mean that its provisions do not apply, or that "Designs by Nico" in any degree the right would lose in other cases, strict compliance with the provisions of these terms and conditions.
Paragraph 2 Bids & Offers
1 All bids and offers of "Designs by Nico" are free, unless the offer a deadline for acceptance is made. If no acceptance period has been, or may apply to the tender offer in any way any rights if the product on which the offer or the offer relates, in the meantime, is no longer available.
2 "Designs by Nico" can not have bids or offers to be taken if the client can reasonably understand that the offers or promotions, or any part thereof, a manifest error or slip contains.
3 in a bid or offer prices are exclusive of VAT and other levies, in any part of the contract costs, including travel and subsistence, shipping and handling fees, unless otherwise indicated.
4 If the acceptance (whether or not to subordinate items) from the tender offer or the offer is included "Designs by Nico" not bound by it. The agreement is not in accordance with this deviating acceptance, unless "Designs by Nico" otherwise.
5 A composite quote compulsory "Designs by Nico" not to carry out a part of the assignment against a corresponding part of the price. Offers and bids do not automatically apply to future orders.
Paragraph 3 Contract Duration; implementation periods, risk transfer, implementation and modification agreement; increase
The agreement between "Designs by Nico" and the client is made for an indefinite period of time, unless the nature of the different results or if the parties expressly agree otherwise in writing.
For the implementation of certain activities or for the supply of certain cases a period agreed or specified, this is never a deadline. If a time, the client "Designs by Nico" writing therefore in default. "Designs by Nico" should be a reasonable period should be offered to still implement the agreement.
"Designs by Nico" will to the best of the knowledge and ability and in accordance with the requirements of good craftsmanship. This based on the current state of known science.
"Designs by Nico" has the right to have certain work done by others. The applicability of Paragraph 7:404, 7:407 and 7:409 paragraph 2 BW is expressly excluded.
If "Designs by Nico" or "Designs by Nico" enabled third parties under the contract work at the site of the client or a site designated by the Client, the Client for free care by those employees reasonably required facilities.
We deliver off company. The client is obliged to take things at the time that he be made available. If the client refuses or fails decline to provide information or instructions necessary for the delivery, it is "Designs by Nico" right things to save the expense and risk of the client. The risk of loss, damage or loss is transferred to the client at the time things to the client's disposal.
"Designs by Nico" has the agreement in different stages as well as performed separately bill.
If the agreement is implemented in phases can "Designs by Nico" the implementation of those parts to the next stage until the client the results of the preceding stage in writing.
The Client shall ensure that all data, "Designs by Nico" indicates that they are necessary or where the Client reasonably should understand that they are necessary for the execution of the agreement, in time to "Designs by Nico" are provided. If the implementation of the necessary information in time to "Designs by Nico" are awarded, "Designs by Nico" the right implementation of the agreement to suspend and / or delays resulting from the extra cost is then usual rates to the Client in charge. The implementation period should not earlier than after the data to the client "Designs by Nico" at its disposal. "Designs by Nico" is not liable for damages of any kind, because "Designs by Nico" is assumed by the client provided false and / or incomplete data.
If during the execution of the agreement shows that the proper implementation is necessary to amend or add to, then parties and agreed to amend the agreement. If the nature, scope or content of the agreement, whether by request or appointment of the Client of the competent authorities et cetera, and the agreement is amended it in quality and / or quantity is changed, it could have for what was originally agreed. Thus, the amount originally agreed to be increased or decreased. "Designs by Nico" will it as much as possible quotation do. By an amendment to the agreement may also specify the initial period of implementing change. The client accepts the possibility of amending the agreement, including the change in price and time of execution.
If the agreement is amended, including the addition is "Designs by Nico" entitled to them first to implement after it agreed by the interior "Design by Nico" competent person and the client has agreed to the detailed price and other conditions, including the then determine when it will be implemented. Failure or delay carrying out the amended agreement does not breach of "Designs by Nico" and is no basis for the Client to the contract or to cancel.
Without it in default, may be "Designs by Nico" request for an amendment to reject the agreement, if it is in quality and / or quantitatively, could result, for example in this context to work or to be delivered.
If the client was failing in the proper performance of which he is against what "Designs by Nico" is held, the Client responsible for any damage to the side of "Designs by Nico" thereby directly or indirectly incurred.
If "Designs by Nico" with the client a fixed fee or fixed price, then is "Designs by Nico" none at all times be entitled to increase this fee or the price without the client in this case is entitled to the agreement Therefore, to dissolve, if the price increase resulting from a power or obligation under the law or regulations, or its cause is an increase in the price of raw materials, wages and so on other grounds or at the conclusion of the Agreement were not reasonably foreseeable.
If the price other than as a result of an amendment to the agreement more than 10% and within three months after the signing of the agreement, only the client who claims deserve to Title 5 Section 3 of Book 6 BW entitled Agreement by a written declaration to dissolve unless "Designs by Nico" then still willing to sign the Agreement on the basis of the originally agreed to perform;
if the price increase resulting from a power or a "Designs by Nico" obligation under the law;
stipulated that if the episode is longer than three months after the agreement will take place;
or, in the delivery of a case, if it is stipulated that the episode longer than three months after the sale will take place.
Paragraph 4 Suspension, cancellation and termination of the interim agreement
"Designs by Nico" has the power to fulfill their obligations to suspend or terminate the agreement if the Client's obligations under the Agreement does not, not fully or timely comply, after the conclusion of the "Designs by Nico" to knowledge of circumstances giving good ground to fear that the client will not fulfill his obligations, if the client at the conclusion of the agreement was requested to guarantee the fulfillment of his obligations under the agreement and security or insufficient or if by the delay on the part of the Client no longer "Designs by Nico" can be demanded that the contract against the originally agreed conditions will honor.
Furthermore, "Designs by Nico" power to dissolve the agreement if circumstances arise of such a nature that fulfillment of the contract impossible or if there are other circumstances arise of such a nature that the unaltered maintenance of the agreement is not reasonable "Designs by Nico" can be carried out.
If the agreement is dissolved, the progress of "Designs by Nico" on the client immediately due and payable. If "Designs by Nico" compliance with the obligations suspensions retain his rights under the law and the agreement.
If "Designs by Nico" suspension or dissolution is about, he is in no way be liable for compensation for damages and costs it incurred in any way.
If the dissolution is attributable to the Client, is "Designs by Nico" entitled to compensation for the damage, including the costs, thereby directly and indirectly created.
If the client from the contract obligations and this failure justifies termination, then "Designs by Nico" has the right to direct and immediate effect to cancel without any obligation on his part to pay any damages or compensation, while the Principal, under performance, but for damages or compensation is required.
If the agreement is terminated by "Designs by Nico" will "Designs by Nico" in consultation with the client that the transfer of additional work to third parties. Unless the termination is attributable to the client. If the transfer of work for "Designs by Nico" extra cost will be communicated to the client will be charged. The Client shall pay such costs within the said period, unless "Designs by Nico" otherwise.
In the event of liquidation, (application) receivership or bankruptcy of attachment - when and where the herd is not lifted within three months - at the expense of the Client of debt or other circumstance that the client is no longer freely about his ability available, the "Designs by Nico" free to the direct and immediate effect to cancel the order or agreement or to cancel without any obligation on his part to pay any damages or compensation. The claims of "Designs by Nico" on the client in this case immediately due and payable.
If the Client issued an order totally or partially cancel, then the work was performed and the order or ready-made things, increases the potential to drain and delivery costs and the implementation of the agreement reserved working integral to the client will be charged.
Paragraph 5 Force Majeure
"Designs by Nico" is not obliged to fulfill any obligation to the client if he is hampered as a result of a circumstance that is not due to debt, and neither under the law, an act or in the movement to force views are borne.
Force majeure is in these terms mean, in addition to what this effect in the law and case law, including any external causes, or not-for which "Designs by Nico" no influence, but which "Designs by Nico" not is able to meet his obligations. Strikes work in the company of "Designs by Nico" ," or third-party companies. "Designs by Nico" has the right to invoke force majeure if the fact that (further) fulfillment of the agreement prevents occurs after "Designs by Nico" should fulfill its commitment.
"Designs by Nico" may be used during the period that the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then either party has the right to cancel without any obligation to pay damages to the other party.
Insofar "Designs by Nico" at the time of the occurrence of force majeure its obligations under the Agreement has already partially fulfilled or will be fulfilling, and the respected and to be part of independent value, is "Designs by Nico" entitled to already met and to meet part of a separate bill. The client is obliged to pay this invoice as if there is a separate agreement.
Paragraph 6 Payment and collection costs
Payment should always be made within 14 days after the invoice date, within a "Designs by Nico" to give way in the currency which is billed, unless otherwise in writing by "Designs by Nico" stated. "Designs by Nico" is entitled to periodic billing.
If the client defaults in the timely payment of an invoice, then the Client of law in default. The client is then an interest rate of 1% per month, unless the statutory rate is higher, in which case the legal interest is due. The interest on the due amount will be calculated from the time the client is in default until the time of payment of the full amount owed.
"Designs by Nico" has the right to payments made by the client to be in first place to reduce the costs, then to reduce the rate of cases and finally to reduce the principal and accrued interest. "Designs by Nico" , without it to be in default, an offer to refuse payment if the client a different order for the allocation of the payment designates. "Designs by Nico" total repayment of principal refuse if this does not include the cases and accrued interest and collection costs.
The client is never entitled to set off by him "Designs by Nico" owed. Objections to the height of a bill not to suspend the payment. The Client that no future to Section 6.5.3 (the Artic Leen with 247 and 231 to book 6 BW) is not entitled to the payment of an invoice for any other reason to suspend.
If the client is in default or omission in the (early) to ensure compliance with its obligations, all reasonable costs incurred in obtaining satisfaction out of court on behalf of the client. The extra costs are calculated on the basis of what the Dutch collection in practice, is now under the calculation method for Work Report II. If "Designs by Nico" However, higher costs for collection has been reasonably necessary, the actual cost reimbursement. Any legal and enforcement costs incurred will also be recovered from the client. The client is on any collection costs also include interest.
Paragraph 7 Ownership
In the framework of the "Designs by Nico" delivered remains the property of "Designs by Nico" until the client with all obligations under the "Designs by Nico" agreement (s) is properly implemented.
The "Designs by Nico" delivered, that pursuant to paragraph 1. falls under the title, may not be sold and must never be used as payment. The Client is not entitled to the property falling to pledge or otherwise encumber.
The client should always do everything that reasonably could be expected from him to the property of "Designs by Nico" secure. If third parties seize the property in goods delivered or rights to establish or exercise, the Client required to "Designs by Nico" immediately know. It also obliges the Client to the subject property is delivered to insure and keep insured against fire, explosion and water as well as theft and the policy of this insurance on first request to "Designs by Nico" access to it. In a possible benefit of the policy is "Designs by Nico" entitled to these medals. Insofar as necessary, the Client is there to "Designs by Nico" in advance to co-operate with all that that framework was necessary or desirable (appear) to be.
For the case, "Designs by Nico" in this type of property to exercise Paragraph, the Client in advance unconditional and irrevocable consent to "Designs by Nico" and "Designs by Nico" to designate a third party to all these places to enter where the property of "Designs by Nico" are and take it back.
Paragraph 8 Guarantees, research and advertising, limitation
The "Designs by Nico" to meet the usual requirements and standards to them at the time of delivery could be made reasonably and in which they normally use in the Netherlands there. In this Paragraph shall guarantee is applicable to cases that are intended for use in the Netherlands. For use outside the Netherlands, the Client himself to verify that its use is suitable for use there and meet the terms on which it asked. "Designs by Nico" , in which case other guarantees and other conditions in respect of the supply business or to work.
In paragraph 1 of this Paragraph shall guarantee is valid for a period of 14 days after delivery, unless the nature of the delivered otherwise or if parties have agreed otherwise. If the "Designs by Nico" guarantee a case which was produced by one third, then the guarantee is limited to those induced by the producer of the matter is that, unless otherwise indicated.
Any kind of guarantee will lapse if a defect arose as a result of or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance that the Client and / or third parties when, without the written permission of "Designs by Nico", "the client or third parties to the case have made changes or have tried to bring them other confirmed cases were not confirmed that it should be or if they were distant or modified other than the prescribed manner. The Client is not entitled to warranty if the defect is caused by or arising from circumstances where "Designs by Nico" can not affect them, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
The client is obliged to supply (to) investigate immediately the moment that things are made available to him and the operations are carried out. It is the Client to investigate whether the quality and / or quantity of the product corresponds to what has been agreed and meets the requirements which the parties have agreed on this. Any visible defects within seven days after delivery in writing to "Designs by Nico" "to be reported. Any deficiencies should not be visible immediately, but in any event within fourteen days after discovery in writing to "Designs by Nico" "to be reported. The report, a detailed description of the defect, so that "Designs by Nico" is able to respond adequately. The client does "Designs by Nico" the opportunity to make a complaint to (do) investigations.
If the client reclameert time, suspend its commitment not to. The client is held in that case also to purchase and payment of the otherwise ordered by business and what he called "Designs by Nico" has commissioned.
If a lack of mention is made later, then the Client no longer to repair, replacement or compensation.
If it is established that a case is weak and that time is on gereclameerd then "Designs by Nico" the poor, within a reasonable period after the return receipt or, if the return is not reasonably possible, written notification to the lack of respect by the Client to choice of "Designs by Nico", replace or repair or arrange for replacement fee to the client requirements. In case of replacement, the client account to the case to replace "Designs by Nico" return and the ownership there to "Designs by Nico" "to provide, unless" Designs by Nico" otherwise.
If it transpires that a complaint is unfounded, then the costs it incurred, including research costs, on the side of "Designs by Nico" cases so integral on behalf of the client.
After the warranty period, all costs for repair or replacement, including administrative, shipping costs and drive to the client be charged.
Notwithstanding the statutory limitation periods, the extinction of all claims and defenses against "Designs by Nico" and the "Designs by Nico" in the implementation of a third party, a year.
Paragraph 9 Liability
If "Designs by Nico" might be liable, this liability is limited to what this provision is governed.
"Designs by Nico" is not liable for damages of any kind, created by "Designs by Nico" is assumed by or on behalf of the client provided false and / or incomplete data.
If "Designs by Nico" should be liable for any damages, the liability of "Designs by Nico" limited to no more than twice the invoice value of the order, at least to that part of the order in which the liability relates.
The liability of "Designs by Nico" is always limited to the amount of the benefit of its insurer in case.
"Designs by Nico" is only liable for direct damage.
Direct damage is only to the reasonable cost to determine the cause and extent of the damage, if the determination relates to damage under these conditions, any reasonable expenses incurred for the poor performance of "Designs by Nico" to the agreement to be answered, so far as these "Designs by Nico" can be attributed and reasonable costs incurred to prevent or minimize damage, if the client shows that these costs have led to the limitation of direct damage as referred to in these terms and conditions. "Designs by Nico" is never liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business interruptions.
In this Paragraph limitations of liability do not apply if the damage is due to intent or gross negligence of "Designs by Nico" or his senior subordinates.
Paragraph 10 Safeguard
The Client shall indemnify "Designs by Nico" for any claims by third parties in connection with the implementation of the suffering and damage to the cause other than to "Designs by Nico" attributable. If "Designs by Nico" from such third parties should be addressed, then the client account "Designs by Nico" both outside and in to right and immediately what to do for him in that case could be expected. If the client defaults in taking appropriate measures, then "Designs by Nico" , without notice, entitled themselves doing so. All costs and damage to the side of "Designs by Nico" and third parties are created, are integral for the account and risk of the client.
Paragraph 11 Intellectual property
"Designs by Nico" reserves the rights and powers for which he is entitled under the Copyright and other intellectual property laws and regulations. "Designs by Nico" has the right through the implementation of an agreement by his side increased knowledge for other purposes, provided it does not strictly confidential information from the client to notify a third party is.
Paragraph 12 Applicable law and disputes
The legal relationship with "Designs by Nico" Party is the only Dutch law, even if a contract wholly or partly abroad to be given or if the legal relationship with the party concerned is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The judge in the seat of "Designs by Nico" has exclusive jurisdiction to take, unless the law requires mandatory. Nevertheless, "Designs by Nico" has the right to submit the dispute to the competent court according to law.
The parties will first appeal to the court to do after they have made to the extreme of a dispute by mutual consultations.