DRIP CARE CONDITIONS
General delivery and payment terms issued by Druppelzorg, referred to as
DRIP CARE CONDITIONS
Article 1: Applicability
1.1. These conditions apply to all offers of Druppelzorg, to all agreements it concludes and to all agreements that may result from them.
1.2. Druppelzorg is referred to as the contractor. The other party shall be referred to as client.
1.3. In case of conflict between the contents of the agreement concluded between the client and the contractor and these general terms and conditions, the provisions of the agreement shall prevail.
1.4. These terms and conditions may only be used by Druppelzorg.
Article 2: Offers
2.1. All offers are without obligation.
2.2. The prices mentioned in the offer are based on delivery ex works in accordance with Incoterms 2010. The prices are exclusive of sales tax
and packaging.
2.3. If his offer is not accepted, the contractor shall be entitled to charge the client for all costs incurred in making his offer.
Article 3: Intellectual property rights
3.1. The contractor retains the copyrights and all industrial property rights to the offers made by him, designs, images, drawings, (test) models, software, etc. provided by him.
3.2. The rights to the data referred to in paragraph 1 shall remain the property of the contractor regardless of whether the client has been charged for their production. Such data may not be copied, used or shown to third parties without the Contractor's express prior written consent. The client will owe the contractor a penalty of €25,000 for each violation of this provision. This penalty may be claimed in addition to damages under the law.
Article 4: Advice, designs and materials
4.1. The client cannot derive any rights from advice and information received from the contractor if they do not directly relate to the assignment.
4.2. The Client shall indemnify the Contractor against any third party claim regarding the use of models provided by or on behalf of the Client
and the like.
4.3. The Client may examine (or have examined) the materials the Contractor intends to use before processing them at its own expense. If the Contractor suffers damage as a result, this shall be borne by the Client.
Article 5: Delivery time
5.1. The delivery time and/or execution period shall be approximated by the Contractor.
5.2. In determining the delivery time and/or performance period, the Contractor assumes that he can perform the contract under the circumstances known to him at that time.
5.3. The delivery and/or performance period shall not commence until all commercial and technical details have been agreed upon, all necessary
data are in the possession of the contractor, the agreed payment or instalment has been received and the necessary conditions for the execution of the contract have been fulfilled.
order is fulfilled.
5.4. a. If there are circumstances other than those known to the Contractor when he fixed the delivery time and/or performance period, the Contractor may
contractor shall extend the delivery time and/or execution period by the time required to perform the work under these circumstances. If the work
cannot be accommodated in the Contractor's schedule, they will be performed as soon as his schedule permits.
b. If there is a suspension of obligations by the Contractor, the delivery deadline and/or work period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into the Contractor's schedule, the work will be carried out as soon as the schedule permits.
5.5. Exceeding the agreed delivery time and/or execution period shall in no case entitle to compensation unless agreed in writing.
Article 6: Transfer of risk
6.1. Delivery shall be ex works, “ex works”, in accordance with Incoterms 2010; the risk of the item shall pass at the time the Contractor makes it available to the Client.
6.2. Notwithstanding the provisions of the preceding paragraph, the Client and the Contractor may agree that the Contractor shall arrange for transportation. The risk of
storage, loading, transportation and unloading shall rest with Client in that case as well. Client may insure against these risks.
6.3. If there is a trade-in and the customer continues to use the good to be traded in pending delivery of the new good, the risk of the good to be traded in shall remain with the customer until he has placed it in the possession of the contractor.
Article 7: Price Change
7.1. An increase in cost-determining factors arising after the conclusion of the agreement may be passed on by the contractor to the client if the performance of the agreement has not been completed at the time of the increase.
7.2. Client is obliged to pay the price increase referred to in paragraph 1 at the same time as payment of the principal sum or the next agreed
payment deadline.
7.3. If goods are supplied by the client and the contractor is willing to use them, the contractor may charge up to 20% of the market price of the goods supplied.
Article 8: Impracticability of the assignment
8.1. The Contractor shall be entitled to suspend the performance of its obligations if, due to circumstances that existed at the time the Agreement was concluded, it
were not foreseeable and beyond his control, has been temporarily prevented from fulfilling his obligations.
8.2. Circumstances that could not be anticipated by the Contractor and that are beyond its control shall include the circumstance that the Contractor's suppliers and/or subcontractors fail to meet their
obligations, weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, road blocks, strikes or work stoppages and import or trade restrictions.
8.3. The Contractor is no longer authorized to suspend if the temporary impossibility of performance has lasted more than six months. The contract may only be dissolved after this period has expired and only in respect of that part of the obligations that have not yet been fulfilled. In such a case, the parties shall not be entitled to compensation for damages suffered or to be suffered as a result of the dissolution.
Article 9: Changes to the work
9.1. Changes in the work shall in any case result in more or less work if:
a. there is a change in the design, specifications, or specifications;
b. the information provided by the client does not reflect reality;
c. deviate from estimated quantities by more than 10%.
9.2. Additional work shall be calculated based on the value of the price determinants in effect at the time the additional work is performed. Less work will be
settled on the basis of the value of the price determinants applicable at the time the agreement was concluded.
9.3. If the balance of the minor work exceeds that of the additional work, the Contractor may charge the Client 10% of the difference of the balances in the final invoice. This provision does not apply to less work resulting from a request by the contractor.
Article 10: Completion of the work
10.1. The work shall be considered completed when:
a. client has approved the work;
b. the work has been put into use by the customer. If the Client puts part of the work into use, that part will be considered completed;
c. the contractor has notified the customer in writing that the work has been completed and the customer has not, within 14 days of the notification, written
made known whether or not the work was approved;
d. client does not approve the work on the grounds of minor defects or missing parts that can be repaired or redelivered within 30 days and do not prevent the work from being put into service.
10.2. If the customer does not approve the work he shall be obliged to notify the contractor of this in writing, giving reasons.
10.3. If the customer does not approve the work, he shall give the contractor the opportunity to redeliver the work. The provisions of this article shall again apply thereto.
10.4. The Client shall indemnify the Contractor against third-party claims for damage to undelivered parts of the Work caused by the use of parts of the Work already delivered.
Article 11: Liability
11.1. The Contractor shall be liable for damage suffered by the Client which is the direct and exclusive result of a breach attributable to the Contractor. However, only those damages for which the Contractor is insured, or could reasonably have been insured, qualify for compensation.
should be.
11.2. If it is not possible for the Contractor at the time of entering into the Agreement to obtain insurance as referred to in paragraph 1 or to renew it thereafter on reasonable terms, compensation for damages shall be limited to the amount paid by the Contractor for the
present agreement (excluding VAT) has been charged.
11.3. Not eligible for reimbursement:
a. trading losses including, for example, stagnation damage and lost profits. Client should take out insurance against such damages, if desired;
b. supervision damage. Oversight damage includes damage caused by or during the performance of the work to objects to which
being worked on or to items located in the vicinity of the work site. The Client should take out insurance against such damage, if desired;
c. damage caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of the contractor.
11.4. The Contractor is not liable for damage to material supplied by or on behalf of the Client as a result of improper processing. At the Client's request, the Contractor will perform the processing again, using new material supplied by the Client at the Client's expense.
11.5 The Client shall indemnify the Contractor against all third party claims for product liability resulting from a defect in a product supplied by the Client to a third party that consisted or partly consisted of products and/or materials supplied by the Contractor.
Article 12: Warranty
12.1. If the agreed performance consists in the delivery of an object, the contractor warrants the soundness of the delivered object during the period referred to in paragraph 1. If the delivery turns out not to have been sound, the item must be returned to the contractor carriage paid. Thereafter the contractor shall make a choice as to whether he:
- restores the case;
- replaces the case;
- client credits for a prorated portion of the invoice.
12.2. In all cases, the Client must give the Contractor the opportunity to repair any defect and/or redo the operation.
12.3. The Client may invoke a warranty only after it has fulfilled all its obligations to the Contractor.
12.4. a. No warranty is given as soon as defects result from:
- normal wear and tear;
- improper use;
- maintenance not performed or performed improperly;
- installation, assembly, modification or repair by client or by third parties.
b. No warranty is given on delivered items that were not new at the time of delivery or on items prescribed or
provided by or on behalf of him;
c. No warranty is given on the inspection and/or repair of items belonging to the client.
Article 13: Claims
The client may no longer invoke a defect in the performance if he has not complained in writing to the contractor within fourteen days after he discovered or reasonably should have discovered the defect.
Article 14: Uncollected items
If items have not been collected after the expiration of the delivery time, they will remain at the client's disposal. Uncollected goods shall be
stored at the client's expense and risk. The contractor may always use the authority of article 6:90 BW.
Article 15: Payment
15.1. Payment shall be made at the Contractor's place of business or to an account designated by the Contractor.
15.2. Unless otherwise agreed, payment shall be made as follows:
a. at counter sales cash;
b. on installment payments:
- 40% of the total price at order;
- 50% of the total price after delivery of the material or if the delivery of material is not included in the order after the work begins;
- 10% of the total price on completion;
c. in all other cases, within thirty days of the invoice date.
15.3 Regardless of the agreed payment conditions, the Client shall be obliged, at the Contractor's request, to provide such security for payment as the Contractor deems sufficient. If the customer fails to do so within the specified period, he shall be immediately in default. The Contractor shall in that case be entitled to dissolve the Agreement and to recover its losses from the Client.
15.4 The Client's right to set off its claims against the Contractor is excluded, unless there is bankruptcy of the Contractor or judicial debt restructuring applies to the Contractor.
15.5. The full claim for payment is immediately due and payable if:
a. a payment deadline has been missed;
b. client has gone bankrupt or applies for suspension of payments;
c. property or claims of the client are seized;
d. client (company) is dissolved or liquidated;
e. client (natural person) applies for admission to judicial debt restructuring, is placed under guardianship or dies.
15.6. If payment has not taken place within the agreed payment period, the Client shall immediately owe interest to the Contractor. The interest shall be 12% per year, but shall be equal to the statutory interest rate, whichever is higher. In calculating interest, part of a month shall be considered a full month.
15.7 If payment has not been made within the agreed payment period, the Client shall owe the Contractor all extrajudicial costs
due with a minimum of €75. Charges are calculated on the basis of the following table:
over the first €3,000.= 15%
on the excess up to € 6,000.= 10%
on the excess up to €15,000.= 8%
on the excess up to € 60,000.= 5%
on the excess from €60,000.= 3%
If the actual out-of-court costs incurred are higher than follows from the above calculation, the actual costs incurred are due.
15.8. If the Contractor is vindicated in legal proceedings, all costs incurred by the Contractor in connection with such proceedings shall be borne by the Client.
Article 16: Retention of title and lien
16.1. After delivery, the contractor shall remain the owner of delivered items for as long as the customer:
a. fails or will fail to perform its obligations under this Agreement or other similar agreements;
b. fails or will fail to pay for work performed or to be performed under such agreements;
c. has not paid claims arising from failure to perform the above agreements, such as damages, penalties, interest and costs.
16.2 As long as goods delivered are subject to retention of title, the Client may not encumber them outside the scope of its normal business operations.
16.3. After the contractor has invoked its reservation of title, it may recover the delivered goods. The customer shall allow the contractor to locate
enter where these items are located.
16.4. If the Contractor cannot invoke its retention of title because the delivered goods have been mixed, distorted or copied, the Client shall be
obliged to pledge the newly formed items to the Contractor.
Article 17: Termination
If the client wishes to dissolve the agreement without any fault on the part of the contractor and the contractor agrees, the agreement shall be terminated by mutual consent. The contractor shall in that case be entitled to compensation for all pecuniary damage such as losses suffered, lost profits and costs incurred.
Article 18: Applicable law and competent court
18.1. Dutch law shall apply.
18.2. The Vienna Sales Convention (C.I.S.G.) shall not apply, nor any other international regulation the exclusion of which is permitted.
18.3. Only the Dutch civil court having jurisdiction in the place of business of the contractor shall take cognizance of disputes, unless this is contrary to mandatory law. The Contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.
18.4 The parties may agree on another form of dispute resolution such as arbitration or mediation.