Terms & Conditions – Expression in Design
Article 1 Definitions
1. In these general conditions the following terms have the following meanings , unless explicitly stated otherwise .
User : the user of the terms and conditions.
Client : the party user.
Agreement : the service agreement .
Article 2 General
1. These conditions apply to every offer, tender and agreement between user and a client which user has declared the present terms and conditions apply to the extent of these parties have not expressly and in writing .
2. These conditions also apply to all agreements with user , the execution of which shall be third parties.
3. Any exceptions to these general conditions are only valid if agreed upon in writing.
4. The applicability of any purchase or other conditions is explicitly rejected .
5 . If one or more provisions of these terms and conditions are invalid or void the remaining provisions of these terms and conditions shall remain fully applicable .
User and client shall enter into negotiations to new provisions to replace the invalid or void , whereby if and as far as possible the purpose and intent of the original provision are met. Similar provisions ( See also articles under 1 ) .
Article 3 Offers and Tenders
1. All offers are without obligation unless the offer a deadline for acceptance.
2. The offers made by user shall be binding and shall be valid for 30 days unless otherwise indicated. User shall only be bound by the offers if the acceptance thereof indicated by the other party in writing or by email if there is a reception notification is sent within 30 days to be confirmed from the other party unless otherwise .
3. The prices in the above-mentioned offers and tenders shall be exclusive of VAT and other government levies , as well as possible within the framework of the agreement, including shipping and handling , unless otherwise indicated.
4. If the acceptance deviates ( on secondary items) from the offer given, included in the user is not bound. The agreement is not in accordance with said deviating acceptance , unless user indicates otherwise.
5 . A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the given quotation .
6. Offers and tenders shall not apply automatically to future assignments . ( See also :
Articles under 2 ) .
Article 4 Execution of the agreement
1. User shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship . All this under the currently state of the art .
2. If and insofar as the proper execution of the agreement, user shall have the right to engage third parties for certain activities.
3. The client shall ensure that all data which user has said to
are necessary or which the client should reasonably understand to be provided . timely to user to perform the agreement , necessary If not provided in time to the user for the execution of the agreement required data user has the right to suspend the execution of the agreement and / or the usual rates to the client to charge the additional costs resulting from the delay .
4. User is not liable for damage of any kind resulting user worked supplied by the client incorrect and / or incomplete information , unless such inaccuracy or incompleteness should be.
5 . If it is agreed that the agreement will be implemented in stages, user can implement the parts belonging to a following stage until the client has approved . Writing the results of the preceding stage
6. If work is performed on the location of the client or designated by client , user or user engaged by third parties under the contract principal shall provide free of charge by those employees reasonably required facilities .
7. Client shall safeguard user against any claims of third parties in connection with the execution of the agreement may sustain damage attributable to client. ( See also articles under 3 ) .
Article 5 Amendment of Agreement
1. If during the execution of the agreement shows that for a proper implementation
necessary to change the work to be performed or supplement , parties shall adapt the agreement accordingly in due time and in mutual consultations .
2. If the parties agree that the Agreement is amended or supplemented, the time of completion of the performance can be affected. User will notify the customer as soon as possible .
3. If the amendment or supplement to the agreement have any financial and / or qualitative consequences , user shall inform client thereof in advance .
4. If a fixed fee has been agreed upon then user shall indicate the extent to which the change or supplement to the agreement will result in an increase of said fee .
5 . Notwithstanding paragraph 3, user can charge if the amendment or supplement is the result of circumstances attributable to user. Additional costs
Article 6 Duration of the Contract execution time
1. The agreement between user and a client shall be entered for some time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing .
2. Agreed a period within the term of the agreement for the completion of certain activities , this is never a deadline . When exceeding the time limit , the client user in default in writing. ( See also articles under 3).
Article 7 Fees
1. Offers and agreements for which a fixed fee is offered or
agreed paragraphs 2 . , apply 5 . and 6. t / m 11 . of this article. If no fixed fee is agreed, paragraphs 3 t / m 11 apply. of this article.
2. Parties can agree a fixed fee the conclusion of the agreement .
3. If no fixed fee is agreed, the fee will be determined on the basis of hours actually worked. The fee is calculated according to the usual hourly rates, applicable to the period in which the work is performed , unless a deviating hourly rate has been agreed .
4. The fee and any cost estimates are exclusive of VAT . For contracts with a term of more than three months, the costs owed shall be charged periodically.
5 . If user and the client a fixed fee or hourly rate , user shall nevertheless be entitled to increase this fee or rate.
6. User is entitled to pass on price increases if user can demonstrate that between the time of sale and delivery with respect to, eg salaries and wages . By
7. In addition, user increase the fee when during the execution of the work that the originally agreed or expected amount of work to such an extent was underestimated at the conclusion of the agreement , and this is not attributable to the user , that can not reasonably by user it may be expected the
to perform at the original agreed fee . agreed work
8. Client in case of price increase shall be entitled to terminate the agreement if the fee or rate is increased within three months after entering into the agreement the agreement. After expiry of this period the client is entitled to terminate if the increase is more than 10% the agreement. Client is not entitled to terminate if the increase in the fee or rate resulting from an authority under the law .
9. User will the client make the intention to increase the fee or rate writing . User shall communicate the volume of and the date of the increase will take effect.
10. If the client does not wish expressed by the increase of the user fee or rate to accept the client is entitled to terminate or cancel by the date specified in the notification of the user command the agreement in writing within seven working days of the notification referred to which the price or rate adjustment could enter into force. ( See also articles under 4 ) .
Item 8 Payment
1. Payment must be made within 14 days of the invoice date, in a manner to be specified by the user in the currency of the invoice. Objections to the amount of the invoices shall not suspend the payment obligation.
2. If the client fails to pay within the period of 14 days, then the client shall be in default . Client shall owe an interest of 1 % per month , unless the statutory interest rate is higher, in which case the legal interest. The interest over the amount due will be calculated from the time the client is in default until the moment of payment of the full amount .
3. In the event of liquidation, bankruptcy , or receivership of the client , the user’s claims against the client due immediately.
4. User is entitled to have in the first place to reduce the costs , the payments made by the client subsequently to reduce the interest still due and finally to reduce the principal and accrued interest . User can , without being in default, to refuse an offer for payment, if the client designates a different sequence of attribution . User can refuse full payment of the principal , if not also the cases and current interest and costs.
5 . If payment within 7 days after the invoice date , no charges are brought by the user.
6. If payment is made after 7 days client a surcharge of 2 % , unless the parties agree otherwise in writing . ( See also articles under 5 ) .
Article 9 Retention
1. All goods delivered by user , possibly also including designs, sketches , drawings, films , software , ( electronic ) files , etc. , remain user’s property until client all his obligations under all agreements concluded with user fulfilled .
2. The client is not entitled to pledge or otherwise encumber the goods. Falling under the retention
3. If third parties seize goods delivered subject to retention of title or rights to establish or enforce client user is required as soon as may be thereof. Informed reasonably expected
4. The client undertakes to provide access to . Ensure the goods delivered under retention of title and to keep them insured against fire , explosion and water damage and theft and make this insurance policy upon request
5 . Goods delivered by user falling under the below 1 . of this article under the title , may only within the framework of normal business activities and must never be used as payment.
6. In the event that user are indicated in this Article to exercise property rights , providing the client unconditional and irrevocable permission to user or to designate third parties to enter the property of user are all these places and these goods to take back.
Article 10 Collection costs
1. If the client is in default or omission in the ( early) to fulfill its obligations , then all reasonable costs incurred in obtaining payment out of court on behalf of the client . In any case, client collection costs in the event of a claim money owed . The collection costs are calculated in accordance with the collection rate by the
Dutch Bar Association in collection is recommended .
2. If user has incurred higher costs which were reasonably necessary , including the cost shall be recoverable.
3. Any reasonable judicial and execution costs are also borne by the customer . ( See also articles under 6 ) .
Article 11 Inspection & Complaints
1. Complaints about the work done by the client within 8 days after discovery, but writing to be reported to the user . Within 14 days after completion of the work concerned The notice must contain , so the user is able to respond adequately. A detailed description of the failure
2. If a complaint is justified , the user will still do the work as agreed in the meantime to the client has become demonstrably useless. The latter should be made by the client. Writing
3. If the performance of the agreed work is no longer possible or useful, user shall only be liable within the limits of Article 15 . ( See also articles under 7 ) .
Article 12 Termination
1. Either party may terminate the agreement at any time writing.
2. If the agreement is terminated prematurely by client, user shall be entitled to compensation for the resulting loss and to be proven , unless facts and circumstances of the termination is based on that user to be attributed . Client shall furthermore be obliged to pay the invoices for work done so far . The preliminary results of the work done so far will also be made available to the client . Available subject
3. If the agreement is terminated prematurely by user, user shall , in consultation with the client arrange for transfer of additional work to third parties , unless facts and circumstances of the termination is based that are attributable to the client .
4. If the transfer of the work extra costs for user entails , these will be charged to the client account. ( See also articles under 8 ) .
Article 13 Suspension and termination
1. User is authorized to suspend or terminate the agreement, the fulfillment of the obligations if: – Client or not fully comply with the obligations under the agreement.
– After the conclusion of the agreement, user learns of circumstances to fear that the client will not fulfill his obligations . If good ground exists to fear that the client will only partially or improperly fulfill his obligations, suspension shall only be allowed in so far the shortcoming justifies such action. – Client at the conclusion of the agreement is to guarantee the fulfillment of its obligations secured by the agreement and this security is not provided or insufficient.
2. Furthermore, the authorized user agreement (have ) terminate if circumstances arise of such a nature that fulfillment of the contract impossible or to standards of reasonableness and fairness can not be expected or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can not reasonably be expected .
3. If the agreement is dissolved, the user’s claims against the client due immediately. If user suspends fulfillment of his obligations , he shall retain his rights under the law and the agreement .
4. User shall always retain claim. Entitled compensation ( See also articles under 9 ) .
Article 14 Return of goods
1. If user client in the execution of the agreement, made available to handle client is obliged delivered within 14 days in original condition, free of defects and in their entirety. If the client fails to fulfill this obligation, all resulting costs thereof .
2. If, for whatever reason, after notice to that effect , still remains in default with the lower one . mentioned obligation, to recover . user the right the resulting damage and costs, including replacement costs , from client
Article 15 Liability
1. Should user be liable, this liability is limited to what this provision.
2. If user is liable for direct damage , then said liability shall be limited to the maximum amount of the payment to be made by the insurer, or at least to twice the maximum claim amount, or that part of the assignment to which the liability relates. User’s liability for direct damages shall at all times be limited to 500 , – .
3. Contrary to under 2 . of this article, for an assignment with a duration of more than six months , the liability is limited to the fee due for the last six months .
4. Direct damage is exclusively: – the reasonable costs incurred to establish the cause and extent of damage , where the establishment relates to damage within the meaning of these terms , – the reasonable costs incurred for the poor performance of user to attain the agreement unless it can not be attributed to user; – reasonable costs incurred to prevent or limit the damage , so far client demonstrates that said costs have led to the limitation of direct damage as referred to in these terms and conditions .
5 . User shall never be liable for indirect damage, including consequential, lost profits, lost savings and damage due to business stagnation .
6. The limitations of liability for direct damage contained in these conditions do not apply if the damage is due to intent or gross negligence of the user or his subordinates . ( See also articles under 10 ) .
Article 16 Safeguarding
1. The client shall safeguard user against claims by third parties concerning intellectual property rights to use materials provided by the client or data , which are in the implementation of the agreement .
2. If the client provides user with information carriers , electronic files or software etc. , guarantee that said information carriers, electronic files or software are free of viruses and defects .
Article 17 Transfer of Risk
1. The risk of loss or damage to the goods being the subject of the agreement, shall be transferred to the client at the time when they are legally and / or actually delivered to client and therefore fall into the power of client or a third party to be designated by the client to be charged. ( See also articles under 11 ) .
Article 18 Force Majeure
1. Parties are not obliged to fulfill any obligation if as a result of a circumstance that is not due to negligence , and by virtue of law, a legal act or generally accepted practice account . They are hindered
2. Force majeure in these general terms and conditions in addition to what is included in the law and jurisprudence, all external causes, foreseen or unforeseen , which user can not influence but which prevents user is unable to fulfill the obligations . Industrial action at user’s company are included.
3. User shall also be entitled to invoke force majeure if the circumstance rendering (further ) fulfillment occurs after user should have fulfilled his obligation. Majeure
4. Parties may, during the period of force majeure the obligations under the agreement . If this period lasts longer than two months, either party may terminate the agreement without any obligation to pay damages to the other party .
5 . Insofar user at the time of the force majeure has performed its obligations under the agreement is fulfilled or will fulfill, and to comply with or to meet an independent value , the user is entitled to the already performed or to be performed separately or to declare . The Client is obliged to pay if it were a separate agreement. Claim ( See also articles under 12 ) .
Article 19 Confidentiality
1. Both parties are required to disclose any confidential information they obtained . Within the framework of their agreement from each other or from another source Information is confidential if it is notified by the other party or if it arises from the nature of the information .
2. If , pursuant to a statutory provision or a judicial decision compels user to convey confidential information by law or by the court third parties designated to provide relevant and user can not rely on a legal or recognized by the competent court or authorized user is not liable for damages or compensation law of change, and the other party is not entitled to terminate the Agreement pursuant to any resulting damage .
Article 20 Intellectual Property and Copyrights
1. Notwithstanding the other provisions of these terms and conditions , user shall reserve the rights and authorities to which user is entitled under the Copyright Act.
2. All documents , such as reports , advice, agreements , designs, sketches , drawings , software, etc. , are intended to be used by the client and may not be reproduced, by client without prior consent from user, disclosed , or communicated to third parties, unless resulting from the nature of the documents provided.
3. User reserves the right to use , increased by the implementation of the work for other purposes, in so far no confidential information of third parties.
Article 21 Samples and Models
1. Is shown to the client a sample or model or provided, the assumption is to be provided as an indication, unless parties agree explicitly that the product to be delivered shall correspond with it.
Article 22 Non- staff
1. The client shall during the term of the agreement and for one year following termination thereof , in any way, except after proper consultation on took place with users , staff of user or enterprise which user has done for the implementation of this Agreement , and which are (were ) involved in the execution of the agreement , employ or otherwise , directly or indirectly , to work for themselves.
Article 23 Disputes
1. The Court in user’s place of exclusive jurisdiction to hear actions , unless the District has jurisdiction. User shall nevertheless be entitled to submit to the legally competent judge.
2. Parties will first appeal to the courts after they have made every effort to settle a dispute. Mutual agreement ( See also articles under 13 ) .
Article 24 Applicable Law
1. Any agreement between the user and the client is governed by Dutch law .
Article 25 Amendment and location of the conditions
1. These conditions have been filed at the Chamber of Commerce in The Hague . Vanvtoepassing is the last registered version or the version valid at the time of conclusion of the agreement .
Submitted on 12-3-2011 The Hague by the undersigned ,
Expression in Design