GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF OOGENLUST B.V. IN EERSEL
Article 1: definitions
In these conditions the following terms are understood to have the following meanings:
tenant: person that rents movable objects or goods from Oogenlust;
client: the person who has entered into an agreement with Oogenlustto make creations, to perform work and/or to deliver movable goods;
Oogenlust: the user of this general conditions;
agreement: the agreement between Oogenlust and its client and/or itstenant, to which these general conditions apply;
creation: the creative work carried out by Oogenlust, wherein the developedconcepts of atmosphere experience are worked out in decorative atmospheric images respectively goods which are created by Oogenlust on behalf of client or tenant.
Article 2: applicability
These general conditions are applicable to all offers to client and/or tenant and to agreements between Oogenlust and its client and/or tenant.
The applicability of general conditions of client and/or tenant is expressly excluded, unless Oogenlust expressly notifies in writing that the general conditions of client and/or tenant are applicable.
Derogations or additions to these general conditions only apply if they are accepted by Oogenlust in writing.
In the event of a conflict between these general conditions and the agreement the provisions of the agreement prevail.
Article 3: quotations and offers
Unless expressly agreed otherwise in writing, quotations and offers do not oblige Oogenlust to enter into an agreement with client or tenant. A quotation and an offer is valid for the period mentioned in the quotation or offer. If no period is mentioned in the quotation or offer, the quotation or offer will expire if it is not accepted in writing within 14 days.
Quotations and offers are based on the performance of the agreement under normal circumstances and during normal working hours. All information provided in the quotation or offer are only for the information of client and is as accurate as possible. This information may concern images, drawings, colours, designs, sizes etc.
If an offer or quotation is made for work to which a building specification is applicable, only those conditions of the building specification will be applicable that Oogenlust received from its client or tenant and which cover the activities or deliveries of Oogenlust. Amendments in the building specification are not applicable, unless expressly communicated to Oogenlust informing Oogenlust which amendments apply to the agreement and only after Oogenlust has accepted these amendments in writing.
Article 4: agreement
An agreement shall only be concluded once the approval of the order or quotation by client or tenant has been received by Oogenlust. Any changes and additions to the offer or quotation by client or tenant are only binding if confirmed by Oogenlust in writing.
More and less work must be agreed upon in writing. In case of more work Oogenlust will inform client or tenant about the consequences for the agreed price and for the delivery time.
Oogenlust shall at all times be authorized and entitled to outsource the full or partial performance of the agreement. Oogenlust will be responsible for the services of third parties.
If the operations need to be carried out by Oogenlust on-site, the client or tenant will take care of necessary facilities for the employees of Oogenlust, among which sanitary facilities, canteen facilities and catering facilities unless parties agree otherwise in writing.
Client or tenant will inform Oogenlust about legal requirements to be met by the creations of Oogenlust.
Client or tenant must ensure that they have all permits necessary for the event concerning the agreement with Oogenlust as well as all permits necessary for the delivery of the goods by Oogenlust.
Article 5: price
Quotations are based on the cost prices prevailing at the time of the offer or the conclusion of the agreement. Quotations are VAT excluded and also other taxes and government charges are excluded.
In case of unforeseen increase in cost price factor, Oogenlust is entitled to increase the quotation accordingly.
Price increases due to additions or modifications by client or tenant are for the account of client/tenant.
Article 6: delivery
Unless otherwise expressly agreed in writing, delivery times given are approximate and shall never be regarded as firm dates. In case of no timely delivery by Oogenlust, Oogenlust is only in default after a term of notice of 30 working days.
Unless expressly otherwise agreed upon, delivery will take place Carriage Paid to (CPT). This means that the costs of transportation are for the account of Oogenlust to the nearest destination which can be reached without difficulty.
In case Oogenlust is responsible for service work or assembly work client or tenant has to take care that the work location is available and accessible for employees of Oogenlust. There has to be enough parking space for lorries supplying goods.
If client or tenant refuses delivery or is negligent in providing information or instruction necessary for the delivery, the goods are stored at the risk of client/tenant. Client/tenant will have to pay all additional costs, including the costs of storage.
Oogenlust is entitled to deliver a project in its entirety or in parts. In the latter case Oogenlust is entitled to invoice each separate delivery.
The risk for the goods passes to the client or tenant at the time of delivery/technical completion. The client or tenant is obliged to take all necessary precautions to prevent damage or theft of the goods.
Article 7: liability for delay or unavailability of delivery address
7.1 Oogenlust shall never be liable for the consequences, however caused, of delay, loss of time, costs or damages of any nature what so ever and by whomever suffered, due to the fact that the delivery address, where Oogenlust has to carry out the agreed work or deliver the goods, is being late or not fully accessible or available.
7.2 If the delivery address where Oogenlust has to carry out the agreed work or has to deliver the goods is not available or accessible for Oogenlust and its employees, the client or tenant has to pay the price agreed upon to Oogenlust, which price has to be increased with damages suffered by Oogenlust.
Article 8: complaints
8.1 All complaints, including those about the work carried out and deliveries which are visible, must be lodged in writing by registered letter and have to be submitted to Oogenlust within two days after delivery or must be registered on the receipt of delivered goods. Deviations of drawings, sketches, models, brochures, circulars etc. as well as deviations from colour, size and weight are no grounds for complaint.
8.2 In case of visible defects complaints must be reported within two days after discovery to Oogenlust by registered mail.
8.3 Complaints concerning assembly work and construction work must be reported within two days to Oogenlust by registered mail. Complaints regarding invoices have to be reported within eight working days after sending the invoices to Oogenlust by registered mail.
8.4 Complaints received after the deadline as mentioned above, are not accepted anymore.
8.5 Oogenlust must be able to assess the complaints on the work site. Goods for which complaints are received may only be returned to Oogenlust after written permission.
Article 9: liability
9.1 Oogenlust shall never be liable towards the client or the tenant for damage, loss, claims of third parties, fines and/or expenses, however caused, unless the client or tenant should prove that such damage or that loss or those claims of third parties or those expenses have been caused – to be determined by objective standards – by intent or gross negligence on the part of Oogenlust.
9.2 If Oogenlust should be liable in accordance with the above paragraph, its liability shall be limited at all time to a maximum amount equal to the amount of the agreement involved according to article 5 or, if applicable, shall be limited to the amount paid by the liability insurance of Oogenlust increased with excess deductible.
9.3 Oogenlust is never liable for indirect damages or consequential damages.
9.4 Client or tenant will hold harmless Oogenlust against each loss, liability and cost arising from or consequential upon the work performed by Oogenlust.
Article 10: force majeure
10.1 In the sense of these general terms and conditions, and apart from what law and jurisprudence regard as such, force majeure is considered to include any and all external causes, either direct or indirect, whether they could have been foreseen or not, as a result of which Oogenlust cannot fulfil its obligations under the agreement, strikes in its own company included.
In the sense of these general terms and conditions force majeure also includes:
natural disasters, such as floods;
fires;
changes in quality in the course of time;
strikes in transport;
plant diseases;
power failures.10.2 Oogenlust shall not be bound to fulfil its obligations during and after the period in which force majeure or the consequences thereof hamper or prevent the fulfilment of its obligations. In that case Oogenlust has the ability to change the delivery time, delivery date or completion date.
10.3 In case the period of force majeure lasts longer than three months, Oogenlust is entitled to suspend or dissolve the agreement. In that case Oogenlust is entitled to compensation for costs incurred and work performed if the client or tenant benefits from the partially completed agreement.
Article 11: payment
11.1 Unless otherwise agreed upon in writing, invoices of Oogenlust have to be paid within 14 days of the invoice date.
11.2 Payments of client or tenant are first deducted from the costs, then the interest and finally on the invoices which are open longer, even if the client or tenant mentions that the payment concerns a certain invoice.
11.3 Invoices of Oogenlust to the client or tenant shall become immediately due and payable if the company of client or tenant is being liquidated, declared bankrupt or granted suspension of payment, in case of a transfer of the company, in case of entering into a creditors agreement or in case of an attachment.
11.4 In case of delay in delivery due to the client or tenant, Oogenlust is entitled to invoice the costs already made as well as part of the total price according to the already delivered goods or executed work.
11.5 When client or tenant does not pay within the mentioned or agreed upon term, client or tenant is liable to payment of interest of 1% per month in which context part of the month shall be deemed to be a full month over the amount of the invoice. Further, client or tenant shall be obliged to pay any costs incurred for the purpose of the collection of the claim. These extrajudicial costs shall be determined on an amount equal to 15% of the amount due.
Article 12: premature termination of the agreement
12.1 Oogenlust shall at all times have the right to suspend its obligations or to terminate the agreement if the client or tenant has not in time or not sufficient fulfilled one of the conditions of the agreement. In that case Oogenlust is not liable for damages of the client or tenant.
12.2 Oogenlust can immediately terminate the agreement in writing without a term of notice in case the client or tenant is declared bankrupt or has asked for a suspension of payment.
Article 13: transfer of ownership
13.1 All goods delivered by Oogenlust remain the property of Oogenlust until client or tenant has fulfilled all of the obligations under the agreement entered into with Oogenlust. Until the goods delivered by Oogenlust are fully paid, the goods remain the property of Oogenlust.
13.2 If Oogenlust relies on retention of the goods, Oogenlust may take back the goods for the account of client or tenant.
13.3 As long as the retention of title of Oogenlust remains in force, client or tenant is not entitled to transfer, lodge an attachment or to remove the goods until the goods are fully paid.
Article 14: intellectual property
14.1 It is not permitted to client or tenant to change creations delivered by Oogenlust without the written permission of Oogenlust.
14.2 At all times Oogenlust shall be entitled to any and all intellectual property rights on its designs, drawings, sketches, photographs, digital data carriers, images, models, brochures, etc. Copying a creation of Oogenlust is strictly prohibited.
14.3 Oogenlust reserves the right to take a picture of its creations for its own purposes.
14.4 Oogenlust has at all time the right to attribution on or near its creations.
Article 15: insurance
15.1 Unless this has been explicitly agreed otherwise, the client or tenant will take care of insurances for the goods of Oogenlust which are entrusted to the client or the tenant in the context of the implementation or execution of the agreement by Oogenlust.
15.2 In case of an event the client or tenant must provide an event insurance.
Article 16: personal data
16.1 If Oogenlust is processing personal data in the context of the implementation of the agreement with client or tenant, this personal data will be handled properly and carefully according to the “ wet bescherming persoonsgegevens” and the general data protection regulation.
16.2 If the client processes personal data in the context of the implementation of the agreement with Oogenlust, the client will handle this personal data properly and carefully according to the relevant legal provisions, among which the “wet bescherming persoonsgegevens” and the general data protection regulation.
16.3 As soon as the agreement between the parties is terminated, the processed personal data will be returned to the other party or be destroyed if there is no reason anymore to keep the personal data.
Article 17: miscellaneous
17.1 Should any provision of these general terms and conditions or of the agreement be invalid or be annulled, then this does not effect in any respect what so ever the other stipulations of these general terms and conditions or the agreement.
17.2 In that case the parties shall replace the invalid or annulled conditions respectively the invalid or annulled part of the agreement by an arrangement that resembles the original intention the parties had with the agreement and this general terms and conditions in connection there with as closely as possible.
Article 18: applicable law and competent judge
18.1 All agreements to which these general terms and conditions are applicable shall exclusively be subject to Dutch law.
18.2 Any disputes that may arise with regard to agreements to which these general terms and conditions are applicable or with regard to further agreements in connection with them, shall be decided by the district court of Oost-Brabant.
Article 1: definitions
In these conditions the following terms are understood to have the following meanings:
tenant: person that rents movable objects or goods from Oogenlust;
client: the person who has entered into an agreement with Oogenlustto make creations, to perform work and/or to deliver movable goods;
Oogenlust: the user of this general conditions;
agreement: the agreement between Oogenlust and its client and/or itstenant, to which these general conditions apply;
creation: the creative work carried out by Oogenlust, wherein the developedconcepts of atmosphere experience are worked out in decorative atmospheric images respectively goods which are created by Oogenlust on behalf of client or tenant.
Article 2: applicability
These general conditions are applicable to all offers to client and/or tenant and to agreements between Oogenlust and its client and/or tenant.
The applicability of general conditions of client and/or tenant is expressly excluded, unless Oogenlust expressly notifies in writing that the general conditions of client and/or tenant are applicable.
Derogations or additions to these general conditions only apply if they are accepted by Oogenlust in writing.
In the event of a conflict between these general conditions and the agreement the provisions of the agreement prevail.
Article 3: quotations and offers
Unless expressly agreed otherwise in writing, quotations and offers do not oblige Oogenlust to enter into an agreement with client or tenant. A quotation and an offer is valid for the period mentioned in the quotation or offer. If no period is mentioned in the quotation or offer, the quotation or offer will expire if it is not accepted in writing within 14 days.
Quotations and offers are based on the performance of the agreement under normal circumstances and during normal working hours. All information provided in the quotation or offer are only for the information of client and is as accurate as possible. This information may concern images, drawings, colours, designs, sizes etc.
If an offer or quotation is made for work to which a building specification is applicable, only those conditions of the building specification will be applicable that Oogenlust received from its client or tenant and which cover the activities or deliveries of Oogenlust. Amendments in the building specification are not applicable, unless expressly communicated to Oogenlust informing Oogenlust which amendments apply to the agreement and only after Oogenlust has accepted these amendments in writing.
Article 4: agreement
An agreement shall only be concluded once the approval of the order or quotation by client or tenant has been received by Oogenlust. Any changes and additions to the offer or quotation by client or tenant are only binding if confirmed by Oogenlust in writing.
More and less work must be agreed upon in writing. In case of more work Oogenlust will inform client or tenant about the consequences for the agreed price and for the delivery time.
Oogenlust shall at all times be authorized and entitled to outsource the full or partial performance of the agreement. Oogenlust will be responsible for the services of third parties.
If the operations need to be carried out by Oogenlust on-site, the client or tenant will take care of necessary facilities for the employees of Oogenlust, among which sanitary facilities, canteen facilities and catering facilities unless parties agree otherwise in writing.
Client or tenant will inform Oogenlust about legal requirements to be met by the creations of Oogenlust.
Client or tenant must ensure that they have all permits necessary for the event concerning the agreement with Oogenlust as well as all permits necessary for the delivery of the goods by Oogenlust.
Article 5: price
Quotations are based on the cost prices prevailing at the time of the offer or the conclusion of the agreement. Quotations are VAT excluded and also other taxes and government charges are excluded.
In case of unforeseen increase in cost price factor, Oogenlust is entitled to increase the quotation accordingly.
Price increases due to additions or modifications by client or tenant are for the account of client/tenant.
Article 6: delivery
Unless otherwise expressly agreed in writing, delivery times given are approximate and shall never be regarded as firm dates. In case of no timely delivery by Oogenlust, Oogenlust is only in default after a term of notice of 30 working days.
Unless expressly otherwise agreed upon, delivery will take place Carriage Paid to (CPT). This means that the costs of transportation are for the account of Oogenlust to the nearest destination which can be reached without difficulty.
In case Oogenlust is responsible for service work or assembly work client or tenant has to take care that the work location is available and accessible for employees of Oogenlust. There has to be enough parking space for lorries supplying goods.
If client or tenant refuses delivery or is negligent in providing information or instruction necessary for the delivery, the goods are stored at the risk of client/tenant. Client/tenant will have to pay all additional costs, including the costs of storage.
Oogenlust is entitled to deliver a project in its entirety or in parts. In the latter case Oogenlust is entitled to invoice each separate delivery.
The risk for the goods passes to the client or tenant at the time of delivery/technical completion. The client or tenant is obliged to take all necessary precautions to prevent damage or theft of the goods.
Article 7: liability for delay or unavailability of delivery address
7.1 Oogenlust shall never be liable for the consequences, however caused, of delay, loss of time, costs or damages of any nature what so ever and by whomever suffered, due to the fact that the delivery address, where Oogenlust has to carry out the agreed work or deliver the goods, is being late or not fully accessible or available.
7.2 If the delivery address where Oogenlust has to carry out the agreed work or has to deliver the goods is not available or accessible for Oogenlust and its employees, the client or tenant has to pay the price agreed upon to Oogenlust, which price has to be increased with damages suffered by Oogenlust.
Article 8: complaints
8.1 All complaints, including those about the work carried out and deliveries which are visible, must be lodged in writing by registered letter and have to be submitted to Oogenlust within two days after delivery or must be registered on the receipt of delivered goods. Deviations of drawings, sketches, models, brochures, circulars etc. as well as deviations from colour, size and weight are no grounds for complaint.
8.2 In case of visible defects complaints must be reported within two days after discovery to Oogenlust by registered mail.
8.3 Complaints concerning assembly work and construction work must be reported within two days to Oogenlust by registered mail. Complaints regarding invoices have to be reported within eight working days after sending the invoices to Oogenlust by registered mail.
8.4 Complaints received after the deadline as mentioned above, are not accepted anymore.
8.5 Oogenlust must be able to assess the complaints on the work site. Goods for which complaints are received may only be returned to Oogenlust after written permission.
Article 9: liability
9.1 Oogenlust shall never be liable towards the client or the tenant for damage, loss, claims of third parties, fines and/or expenses, however caused, unless the client or tenant should prove that such damage or that loss or those claims of third parties or those expenses have been caused – to be determined by objective standards – by intent or gross negligence on the part of Oogenlust.
9.2 If Oogenlust should be liable in accordance with the above paragraph, its liability shall be limited at all time to a maximum amount equal to the amount of the agreement involved according to article 5 or, if applicable, shall be limited to the amount paid by the liability insurance of Oogenlust increased with excess deductible.
9.3 Oogenlust is never liable for indirect damages or consequential damages.
9.4 Client or tenant will hold harmless Oogenlust against each loss, liability and cost arising from or consequential upon the work performed by Oogenlust.
Article 10: force majeure
10.1 In the sense of these general terms and conditions, and apart from what law and jurisprudence regard as such, force majeure is considered to include any and all external causes, either direct or indirect, whether they could have been foreseen or not, as a result of which Oogenlust cannot fulfil its obligations under the agreement, strikes in its own company included.
In the sense of these general terms and conditions force majeure also includes:
natural disasters, such as floods;
fires;
changes in quality in the course of time;
strikes in transport;
plant diseases;
power failures.10.2 Oogenlust shall not be bound to fulfil its obligations during and after the period in which force majeure or the consequences thereof hamper or prevent the fulfilment of its obligations. In that case Oogenlust has the ability to change the delivery time, delivery date or completion date.
10.3 In case the period of force majeure lasts longer than three months, Oogenlust is entitled to suspend or dissolve the agreement. In that case Oogenlust is entitled to compensation for costs incurred and work performed if the client or tenant benefits from the partially completed agreement.
Article 11: payment
11.1 Unless otherwise agreed upon in writing, invoices of Oogenlust have to be paid within 14 days of the invoice date.
11.2 Payments of client or tenant are first deducted from the costs, then the interest and finally on the invoices which are open longer, even if the client or tenant mentions that the payment concerns a certain invoice.
11.3 Invoices of Oogenlust to the client or tenant shall become immediately due and payable if the company of client or tenant is being liquidated, declared bankrupt or granted suspension of payment, in case of a transfer of the company, in case of entering into a creditors agreement or in case of an attachment.
11.4 In case of delay in delivery due to the client or tenant, Oogenlust is entitled to invoice the costs already made as well as part of the total price according to the already delivered goods or executed work.
11.5 When client or tenant does not pay within the mentioned or agreed upon term, client or tenant is liable to payment of interest of 1% per month in which context part of the month shall be deemed to be a full month over the amount of the invoice. Further, client or tenant shall be obliged to pay any costs incurred for the purpose of the collection of the claim. These extrajudicial costs shall be determined on an amount equal to 15% of the amount due.
Article 12: premature termination of the agreement
12.1 Oogenlust shall at all times have the right to suspend its obligations or to terminate the agreement if the client or tenant has not in time or not sufficient fulfilled one of the conditions of the agreement. In that case Oogenlust is not liable for damages of the client or tenant.
12.2 Oogenlust can immediately terminate the agreement in writing without a term of notice in case the client or tenant is declared bankrupt or has asked for a suspension of payment.
Article 13: transfer of ownership
13.1 All goods delivered by Oogenlust remain the property of Oogenlust until client or tenant has fulfilled all of the obligations under the agreement entered into with Oogenlust. Until the goods delivered by Oogenlust are fully paid, the goods remain the property of Oogenlust.
13.2 If Oogenlust relies on retention of the goods, Oogenlust may take back the goods for the account of client or tenant.
13.3 As long as the retention of title of Oogenlust remains in force, client or tenant is not entitled to transfer, lodge an attachment or to remove the goods until the goods are fully paid.
Article 14: intellectual property
14.1 It is not permitted to client or tenant to change creations delivered by Oogenlust without the written permission of Oogenlust.
14.2 At all times Oogenlust shall be entitled to any and all intellectual property rights on its designs, drawings, sketches, photographs, digital data carriers, images, models, brochures, etc. Copying a creation of Oogenlust is strictly prohibited.
14.3 Oogenlust reserves the right to take a picture of its creations for its own purposes.
14.4 Oogenlust has at all time the right to attribution on or near its creations.
Article 15: insurance
15.1 Unless this has been explicitly agreed otherwise, the client or tenant will take care of insurances for the goods of Oogenlust which are entrusted to the client or the tenant in the context of the implementation or execution of the agreement by Oogenlust.
15.2 In case of an event the client or tenant must provide an event insurance.
Article 16: personal data
16.1 If Oogenlust is processing personal data in the context of the implementation of the agreement with client or tenant, this personal data will be handled properly and carefully according to the “ wet bescherming persoonsgegevens” and the general data protection regulation.
16.2 If the client processes personal data in the context of the implementation of the agreement with Oogenlust, the client will handle this personal data properly and carefully according to the relevant legal provisions, among which the “wet bescherming persoonsgegevens” and the general data protection regulation.
16.3 As soon as the agreement between the parties is terminated, the processed personal data will be returned to the other party or be destroyed if there is no reason anymore to keep the personal data.
Article 17: miscellaneous
17.1 Should any provision of these general terms and conditions or of the agreement be invalid or be annulled, then this does not effect in any respect what so ever the other stipulations of these general terms and conditions or the agreement.
17.2 In that case the parties shall replace the invalid or annulled conditions respectively the invalid or annulled part of the agreement by an arrangement that resembles the original intention the parties had with the agreement and this general terms and conditions in connection there with as closely as possible.
Article 18: applicable law and competent judge
18.1 All agreements to which these general terms and conditions are applicable shall exclusively be subject to Dutch law.
18.2 Any disputes that may arise with regard to agreements to which these general terms and conditions are applicable or with regard to further agreements in connection with them, shall be decided by the district court of Oost-Brabant.