General delivery and payment conditions of:
Burg. Serrarisstraat 56
NL-5591 EH Heeze
All prices on this website include 21% VAT
Registered with Eindhoven Chamber of Commerce, Number 17106363
This is a translation from the original Dutch delivery and payment conditions, as could be found on the website, just as a service to my foreign customers.
Article 1: APPLICABILITY
1. These conditions apply to all offers and all agreements to products or advice given, for example, in making calculations, drawings, reports, designs etc. and/or other activities by Pieces d'Origine established in Heeze hereinafter referred to as "the user".
2. The client shall hereinafter be referred to as "the party". If in the following, a specific provision covers the situation where the party is a normal person, not acting in the employ of a profession or business, he or she will be referred to as the "consumer".
3. Other terms and conditions are only part of the contract between the parties if
and insofar as both parties expressly so agree in writing.
4. Under "writing" in these general terms one also mean e-mail, fax or any other means of communication, social trafficking or any future technology, applied interpretation or equivalent.
5. The producing or making recommendations, calculations, drawings, reports, drafts etc. by the user, will hereinafter be referred to as the "agreements". The "agreement" in these general terms and conditions mainly mean written agreements. The "written" documents shall also mean other fixed media, such as computer disks, CD-ROMs, diskettes or any other data carrying devices, unless both parties expressly agree in writing.
6. Without comment by the other party means accepting and retaining a quotation or order confirmation, as long as this includes these conditions, is acceptance of the application.
7. It is a provision or part of a provision of these general conditions, where a specification or part of a specification is not available, the remaining specifications will stay in place.
ARTICLE 2: AGREEMENTS
1. Agreements will become binding after written confirmation from the user.
2. Additions or changes to the general terms and conditions or otherwise changes
or additions to this agreement are only binding after written confirmation by the user.
ARTICLE 3: OFFERS
1. All offers, quotations, price lists etc. from the user are free unless there is a deadline for acceptance. If an offer, for example, a binding offer, is a free quotation, and this proposal is accepted by the other party, the user has the right to withdraw within 2 business days after receipt of the acceptance.
2. Brochures displayed or provided examples of the documents and other user-supplied data are as accurate as possible but are merely indications. No rights can be derived, unless both parties expressly agree otherwise in writing.
3. Brochures, samples and information mentioned in the preceding paragraph remain the property of the user at all times, unless both parties expressly agree otherwise in writing. These should be returned to the user at first request. They may not be reproduced without the written consent of the user or be made available to third parties.
4. The user can charge the legal costs associated with the offer or quotation to the other party, provided the user has notified the other party of these costs in writing.
5. When creating an offer or quotation, the user accepts no responsibility for the other party, and/or their third parties for worked out documents nor for the given specifications of measurements, material and other descriptions.
6. If the other party does not accept, for example an offer or quotation, he shall return this quotation or provided descriptions, drawings and/or calculations to the user at first request.
7A. In case working conditions or social insurance etc. are changed by the government and/or unions between the agreement and the date of the concluding agreements and the implementation, the user is entitled to charge these increases the other party. If in the aforementioned dates a new pricelist is introduced by the user and/or suppliers and in force, then the user is entitled to charge the other party the specified price.
7B. When a contract is in force with a consumer and prices increase during these 3 months after the contract is enforced, these price changes may be charged. Price increases within a shorter time period than 3 months empowers the consumer to cancel the agreement.
ARTICLE 4: EMPLOYMENT THIRD PARTIES
1. The user reserves the right to employ third parties to fill out proper executions of the contract or, for example, deliver supplies to the other party.
2. If the contract involves the user to cooperate with several third parties, the other party has the obligation to appoint a supervisor among them as well as determine mutual responsibilities. The other party can delegate this power in consultation with the user, and requires the consent of the user.
ARTICLE 5: PROVIDE DATA
1. The other party is required to provide all necessary data which the user requires to adequately perform the contract, in the desires format and in the specified time.
2. If the other party has not complied in time as mentioned in the above paragraph of the above article, the user is entitled to put the agreement on hold until the moment that the other party has fulfilled his contract or will have met this requirement. The costs associated with the delay or the costs of undertaking additional work, shall be borne by the other party.
3. The other party shall ensure that the information to be accurate and complete. The other party shall indemnify the user for the consequences of incorrect and/or incomplete data.
3. The other party will inform the user about developments taking place within his organisation and which are or may be relevant to the implementation of the agreement the possible provision of additional and/or new assignments.
ARTICLE 6: SUPPLY AND DELIVERY DEADLINES
1. Delivery times listed on the website are indicative. You will receive your order without delay and at the latest within thirty (30) days, unless otherwise specified by the user. In the latter case, you will receive timely notice of this. Specified periods within which the task must be performed or, for example, documents must be delivered can never be regarded as deadlines, unless the parties expressly agreed otherwise in writing. If the user does not meet, for example, his obligations under the contract or does not comply in a timely manner, he must be notified in writing by default.
2. For delivery in instalments, each delivery can be invoiced by the user as a separate transaction.
3. With reference to the risk on the delivered goods, the liability will go to the other party at the time of delivery.
4. If it proves impossible to deliver the goods to the other party, or to carry out the work agreed because the problem lies with the other party, the user retains the right to moderate the risk and put the goods in storage at the expense to the other party. The user will notify the other party in writing about the storage of the goods or the difficulty of the work being undertaken, and shall also propose a reasonable deadline by which the other party must enable the user to resume work and/or supply goods.
5. If the other party, even after the reasonable time period as set by the user, and as defined in the preceding paragraph of this article, fails to meet its obligations, the other party by the expiration of 1 (one) month from the date of storage of the goods or the difficulty of the work being undertaken, the user has the right to dissolve the contract in writing with immediate effect and without prior or further notice, without judicial intervention and without compensation for damages, costs and interest held to wholly or partially. The user is then authorised to destroy the documents.
6. The aforementioned is the responsibility of the other party, or the agreed or stipulated price payable, and also any storage and/or other costs to be paid.
7. The user is authorized - concerning the fulfilment of financial obligations of the other party – to get paid in advance for security reasons by the other party, prior to delivery or proceeding to start with the work.
ARTICLE 7: PROGRESS AND PERFORMANCE CONTRACT
1. The user can not be expected to take the delivery of the goods or start the work
until he has received all the necessary information and has, if agreed received the payment or payment terms. If there is an ensuing delay, the stated delivery times will be adjusted accordingly.
2. When supplies or delays to the work are by causes beyond the control of the
user and cannot take place normally or without interruption then the user is justified to charge the costs resulting from this to the party.
3. If during the execution of the agreement, it is shown to be impractical because of
conditions not known to the user, or by any force majeure, the user then the right to require that the agreement is amended. Execution of this will be possible in so far that previous circumstance are force majeure and will never be possible to execute. The user in which the lining ¬ this is possible, if this salvo ten o'clock because of the unknown conditions of force majeure never possible. The user is then entitled to full reimbursement of the goods already supplied by the user or work completed.
4. All expenses made by the user in the framework of the agreement made by the request from the other party shall be entirely borne by the latter, unless the parties expressly agree otherwise in writing.
5. If, outside the agreed work contract, or if additional or extra work should be performed, the user will notify the other party in writing and also indicate what additional costs are involved. Additional or extra work will be agreed to verbally or in writing between the user and the other party. Verbally agreed additional or extra work needs to be confirmed in writing by the user.
6. If the user creates a first draft contract for the other party, the other party will
then check this draft contract and supply his comments and/or remarks as soon as possible and return the draft contract to the user within 5 days after receipt of the draft contract. If necessary, the draft contract will be modified by the user. At the request of the other party once again a draft contract will be delivered. By handing over the final version of the contract produced, the user is entitled to request the other party to initial each page for agreement, or sign a statement relating to the delivery of the final version of the contract. If the user has requested a written acceptance from the other party, irrespective of how it is drawn, the use of the contract is only allowed after the written agreement is received by the user. This is without certain prejudice to article 11, paragraph 3.
ARTICLE 8: CONFIDENTIAL INFORMATION
1. The parties are reciprocally obliged to disclose all information which they in the
framework of the conclusion and implementation of the agreement have obtained and to which they believed or (should have) believed that this information was confidential or should have been treated confidentially. This, unless a party under law and/or regulations, or a court ruling, is bound to give the above information to any third party, and this party cannot rely on a law of a privilege granted by the court.
2. Each party shall take reasonable precautions in order to receive information of a
confidential nature from the other party.
3. Parties guarantee that their staff and other persons under their supervision,
where the achievement in executing the agreement is involved, secrecy as intended in this article is kept.
4. The user will undertake to return all available software, data, media and
information, without delay and immediately and unconditionally, to the other party within 5 days after the party has requested this.
5. The user is allowed to publish his services and methods of work, together with
(part) analysis, etc. provided this is done anonymously, so that the privacy of the other party is guaranteed.
ARTICLE 9: RISK OF STORAGE INFORMATION
1. The user agrees to ensure careful storage of the other party ‘s incoming data or
information. It is presumed that the user is deemed to have complied with this requirement.
2. The other party bears the risk regarding loss of or damage to the user or third
parties data or stored information, unless the damage or destruction is due to intentional and/or gross negligence of the user, his managing directors and/or his managers.
ARTICLE 10: FEES, COSTS AND DECLARATION
1. The total amount of fees charged to the party, unless user and party expressly agree in writing, is based on the number of hours worked, applying the usual hourly rates of the user.
2. The hourly rates are for normal working days which means Monday to Friday, except public holidays, and between times agreed between user and party.
3. The user prices and the offers, tenders, price lists etc. exclude VAT and expenses. These costs may, but not exclusively, include travel, administration and claims from third parties, unless expressly stipulated otherwise.
4. The user is entitled to raise an agreed fee, if during the execution of the agreement proves that the originally agreed upon or expected amount of work by the parties was not sufficiently assessed at the conclusion of the agreement. The estimation error is not due to a culpable failure of the user and the user can not reasonably be expected to perform tasks against the agreed fee.
5. If an agreement is made, which also means a vit to the user’s office, is not or
not fulfilled in a timely manner, then the time allocated, based on the usual hourly rates of the user, will be charged to the other party. Failure of compliance includes the cancellation of an agreement made less than 24 hours in advance.
6. The user will, after completion of a (sub) task, send out either once a month or once a quarter an invoice to other party for work carried out, unless the parties expressly agree otherwise in writing, or as otherwise agreed in the contract.
7. In case of disagreement on the number of hours spent and/or hours invoiced,
time recorded by the user is binding.
ARTICLE 11: COMPLAINTS AND RETURNS
1. The other party is obliged to check directly after receipt of the goods or after
completion of the work carried out. If the other party finds errors or inaccuracies, the other party must inform the user within 24 hours of receipt of the goods or the work carried out. This is to be immediately followed by written confirmation to the user.
2. Other complaints should be registered by letter within 8 days upon receipt of the
goods or termination of the work as be reported to the user.
3. Notwithstanding the provisions of paragraphs 1 and 2 of this Article, in respect of
the consumer contract, paragraph 7 of Article 12 should be taken into account.
4. If above mentioned complaints are not made known within the time periods
referred to by the user, the goods are deemed to be received in good condition or the work carried out is deemed to have been made correctly.
5. The user has to draw up the goods with creative and intellectual freedom based
on personal insights, methods and the users own interpretations to certain conclusions. Nothing can ever be proven against the user.
6. Complaints do not suspend payments of the other party.
7. The user should be able to investigate the complaint.
8 If recalculation or change is necessary, pursuant to the provisions of Article 12,
paragraph 5, this will only happen if the user gives his explicit written consent of approval and will be made at the expense and risk of the user.
9. In case of justified complaints, claims will be settled nder the provisions of
10. If you have an item that you do not want, for whatever reason, you have the
right the right to return the item to the user within seven (7) days of delivery, to dissolve the agreement. Returns are accepted in this case if the packaging of the item is intact and plastic seals are not broken. The cost of the item will be reimbursed by the user within thirty (30) days. The shipping costs for returning the goods will not be reimbursed.
ARTICLE 12: LIABILITY AND WARRANTY
1. The user shall perform his duties as a working company in its industry as may be
expected, but accepts no liability for damages, including death and personal injury, consequential loss, trading loss, loss of profit and/or damage caused by stagnation resulting from acts or omissions of the user, his employees or of third parties employed by him, as far as there is intentional and/or gross negligence by himself, his managing directors and his managing staff.
2. Subject to the other sections of this article is the responsibility of the user, on
whatever basis, is limited to the amount of the net price of the delivered goods or the work performed.
3. Notwithstanding what is ruled under paragraph 2 of this article, the agreement
or contract with a duration longer than 6 months, liability is limited to the last 6 corresponding months fees.
4. Notwithstanding the preceding paragraphs of this article, the user never taken
can be held liable for compensation that exceeds the sum insured, in so far as the damage is covered by an insurance taken by the user.
5. If the goods or work delivered have visible defects, imperfections and/or
defects have already occurred at the moment of presentation or at the moment of delivery, the goods or work will be repaired or replaced, free of charge, at the discretion of the user.
6A. In all cases, the period within which the user has to pay compensation will be
limited to 6 months, starting from the time the liability of the damages are established.
B. Notwithstanding Section A of this paragraph, the consumer has maximum period
of 1 (one) year.
7. Regarding the agreement with the consumer, the user is liable by law for the
8. The other party loses his rights against the user and is liable for all damage and
will protect the user against any claims of third parties regarding damages if and where:
A. The aforementioned damage is caused by incompetent instructions and/or
advise from the user or inconsistent results of the work done by the other party;
B. The aforementioned damage is caused by errors, omissions and/or inaccuracies
in data, data carriers etc., by or on behalf of the other party to the user supplied and/or required (including opinions, documents etc. from third parties);
C. The aforementioned damage incurred by the other party because of insufficient
or inaccurate information to the user, and the user has provided these information to perform the work based on the aforementioned information and/or implementation.
ARTICLE 13: PAYMENT
1. Payable within 30 days after the invoice date, unless both parties expressly agree
otherwise in writing.
2. If an invoice is not paid in full after the end of paragraph 1 of this Article:
A. from that time on an extra equivalent of an extra 2% will be charged to that
effect will be required without further notice;
B. the other party has to pay the user a default interest payable amounting to 2%
per month cumulatively calculated on the principal where a part of a month is calculated as a full month;
C. the other party, when reminded by the user, is advised with regard to court costs
will be at least 15% of the sum of the main invoice and including any interest with an absolute minimum of € 150.00;
D. The user has the right has the right to sent other party sent payment reminders,
warnings, etc. An amount of at least € 20.00 administration costs will be sent to the other party. The user states these costs in the agreement and/or on the invoice.
3. at the discretion of the user, or as stated in prior correspondence with regard to
previously agreed conditions, can, without further notice or court involvement be partially dissolved as to whether or not combined with a claim for damages.
4. If the other party does not fulfil its payment obligations in time, the user is
permitted to cease fulfilling the obligations towards the other party to deliver or to perform work until payment is made or satisfactory security is reached. The same conditions already apply before the moment of default if the user has reasonable suspicion that there are grounds to doubt the creditworthiness of the other party.
5. Payments made by the other party to settle all interest and costs are to settle
outstanding invoices existing the longest time, unless the other party, in writing, expressly states that the payment refer to a later invoice.
6A. If the other party, on whatever basis, has one or more claims against the user, or
will obtain the other party shall waive the right to start out on such claim(s). Specified distance from the right to offset, also applies if the other party (provisionally) suspends payments or is declared bankrupt.
B. The provisions under Section A of this paragraph do not apply to contracts with
ARTICLE 14: INTELLECTUAL PROPERTY RIGHTS
1. The user is still entitled to existing future rights of intellectual
property resulting from or arising during or related to the execution of the agreement.
2. The exercise of the rights mentioned in the preceding paragraph including public
transmission or data, both during and after the execution of the agreement are expressly and exclusively reserved to the user.
3. Only after payment of the result of an agreement due to the user, the other
party is relevant to the previous one use, unless the parties expressly agreed otherwise in writing.
4. If the other party obtains a license, this will only apply for private use. The other
party is not entitled to use it other than for personal use, and must not reproduce, disclose or otherwise notify third parties.
5. By providing information to the user, the other party declares that no
infringement of copyright or other intellectual property of others is made and shall indemnify the user's legal rights for any consequences, financial or otherwise, that this may result.
ARTICLE 15: COMMITMENT
1. The user retains ownership of the goods delivered and the goods to be delivered
until the time the party has fulfilled its commitments to the user. These commitments include paying the price, plus progress of work related to that provision, and claims regarding compensation for any shortcomings in the fulfilment of obligations on the part of the other party.
2. The cases falling under the commitment by the other party may only be sold
under normal business operations.
3. If the user relies on the commitment, then the relevant agreement is terminated
without prejudice, notwithstanding the rights of the user fees for damage, lost profit and interest to be recovered.
4. The party is required to put in writing the fact that third parties claim rights to
the goods covered under this article to commitment of ownership.
ARTICLE 16: BANKRUPTCY
Subject to the rest of these articles and terms, the agreement between the user and the party is dissolved without court involvement and without any notice being required. At the time that the other party is declared bankrupt, going into (provisional) administration, or enforceable seizure is made, or otherwise the power or capacity in relation to his assets or parts of it; unless the trustee is in bankruptcy, suspension of payments under the agreement is recognized as estate debt.
ARTICLE 17: FORCE MAJEURE
1. If fulfilment of what the user under which the other party to the agreement is
held is not possible, and this is due to non-attributable failure on the part of the user, and/or on the part of the execution by the user involves third parties or suppliers, or in the event of another significant reason on the side of the user, the user is entitled to terminate the contract between the parties, or the fulfilment of his obligations to the other party over a reasonable period determined by him to be suspended without any compensation being given. If the above situation occurs when the contract is partly executed, the party is held to its obligations to the user until that time can comply.
2. Circumstances to which there are responsible failures include: war, insurrection,
mobilisation, foreign and domestic unrest, government actions, strikes and lockouts by workmen, or threat of such similar circumstances, the disruption at the time of entering into the contract involving an existing exchange circumstances, business disturbances by fire, accident or other events and natural phenomena, either the indifferent or non or late execution occurs by the user, his suppliers or other third parties who were employed by him for the execution of the contract.
ARTICLE 18: DISSOLUTION AND CANCELLATION / TERMINATION
1A. The other party shall waive all rights to terminate the agreement or other legal
provisions, under Article 6:265 e.v. B.W., unless compulsory provisions are opposed;
B. The provisions under Section A of this paragraph shall not apply to a contract
with the consumer.
2. Cancellation under these terms mean: before the start of the
execution of the contract termination of the agreement by either party.
3. Under termination is in the context of these terms mean the following initial
execution of the termination of the agreement by either party.
4. If the other party cancels or terminates the contract, he is to the user through
a user fee to be determined. The party is held to compensate the user to all costs, damages and lost profits. The user is entitled to costs, damages and lost profits to fix and, at his discretion, and depending on the work already performed or supplied, to charge 20 to 100% of the agreed price to the other party.
5. The other party is liable to third parties for the consequences of the cancellation or termination and shall indemnify the relevant user.
6. If the other party has already paid, these payments are non refundable.
ARTIKEL 19: APPLICABLE LAW / COMPETENT COURT
1. Any agreement signed between the user and the party are subject to Dutch law.
The disputes arising from this agreement will also be settled under Dutch law.
2. Notwithstanding the provisions of paragraph 1 of this article, the property law
consequences of a commitment of the export documents, where the legal system of the country or the state of destination of the modest favourable to the user, are governed by that law.
3. Any disputes will be judged by the Dutch court, although the user has the authority to mount a case in a court at the place where the user is located.
4. For disputes with consumers, within 1 (one) month after the user has stated to the consumer that the case will be submitted to the court, the consumer may make known that it wants to resolve the dispute through the normal court.
5. With respect to disputes arising from an agreement with a party located outside the Netherlands, the user is entitled to act in accordance with paragraph 3 of this Article or, his discretion, disputes may be taken to a court in the country or the state where the party is established.
Date: June 14, 2006