InstaVer Systems B.V., trading as InstaVer Systems
jointly trading as Globalvizion, knxwarehouse.com and daliwarehouse.com
2391 PC Hazerswoude-Dorp
Chamber of Commerce No: 28071131
Article 1: Applicability - definitions
- These General Terms and Conditions apply to any offer from us and to all our agreements of assignment and sale/purchase we conclude with you - whether or not established via our website.
- If (a part of) a provision is void or annulled, the other provisions of these General Terms and Conditions remain in force.
- In the event of a deviation between these General Terms and Conditions and a translation hereof, the Dutch text applies.
- These General Terms and Conditions also apply to repeat or partial orders, follow-up or partial assignments.
- All provisions in these General Terms and Conditions have been written for both our corporate principals/purchasers and consumers. We use the term “consumer” when a provision contains a deviation/addition which applies only to consumers. A “consumer” is a natural person not acting in the pursuit of his professional or commercial activity.
- We also use the following terms in these General Terms and Conditions:
- offer: any offer from us, whether or not in the form of a written quotation;
- in writing: by letter, e-mail, fax, or any other form of communication that can be equated with this, such as WhatsApp messages;
- documents: both physical and digital documents, for example advices, calculations, sketches, designs, drawings, reports and suchlike to be created or provided by you or us;
- information: both the aforementioned documents and other (oral) data;
- items: our products in the field of Smart Building & Smart Home systems (KNX and Dali Systems), the hardware and/or custom software with associated components to be provided by us;
- assignment: an assignment to arrange a course, develop custom software, provide (related) services, or perform work, such as maintenance and inspections;
- course: a (KNX-, Dali-, or Global Vizion) course arranged by us from our range of courses or a course created based on your wishes. This can be either an individual course or a group course;
- website: one of our websites www.instaver.nl, www.globalvizion.com, www.knxwarehouse.com of www.daliwarehouse.com.
Article 2: Offer
- Unless we state a period of validity in/for our offer, this concerns an offer without obligation. We may still withdraw an offer without obligation within a period of no more than 2 working days after receipt of your acceptance.
- A composite offer does not oblige us to deliver part of the offered performance/ items against a corresponding part of the price/fee.
- If we base our offer on your information and this information appears to be incorrect/incomplete or should change at a later date, we may adjust the quoted prices, rates and/or periods accordingly.
- Our offer and our prices/rates do not automatically apply to repeat orders or new assignments.
- Any models or examples of items to be delivered/developed shared with you, statements of (technical) specifications, functionalities, capacities, and other descriptions in brochures, promotional material, or included on our website are as accurate as possible but will only be indicative. You cannot derive any rights from these.
- The models and examples provided remain our property. You shall return these to us following a corresponding request to this end. The costs of returning are at your expense.
- If we incur costs for the benefit of our offer, we may pass on these costs to you. We will then inform you in advance.
Article 3: Conclusion of the agreement - assignment
- The agreement shall be concluded after you have accepted our offer. If your acceptance deviates from the offer, the agreement shall only be concluded after we have accepted the deviations in writing.
- We are only bound by:
- an assignment or order without prior offer thereto;
- oral arrangements;
- additions to or changes of the General Terms and Conditions or the agreement;
- When granting an assignment, you will indicate its nature, extent, and scope in writing. You must also inform us of changes to an assignment that has already been granted in a clear, written manner.
- Unless we agree otherwise, you may not transfer your rights and obligations arising from the agreement to a third party without our permission.
- We are only bound to your order via the website after we have confirmed the order in writing to you - whether or not via an automatic message.
Article 4: Distance purchasing - reflection period, right of termination
- This article applies to consumers for distance purchasing in the sense of Article 6:230g, paragraph 1 of the Netherlands Civil Code (sale via our website).
- As a consumer you have a statutory reflection period of 14 calendar days. Within this period, you may terminate the agreement without stating the reasons.
- The reflection period starts from the day on which you or a third party designated by you (not being the carrier):
- received the items ordered;
- received the last item if your order concerns several items and these items are delivered separately from each other;
- received the last shipment or the last part when the delivery of one item consists of different shipments/parts;
- You will terminate the agreement by means of a written statement addressed to us or by using the termination form on our website.
- The termination has the consequence that all possible additional agreements are also (automatically) terminated by operation of law.
- You have no right of termination in case of the delivery of:
- specific items, custom-made for you or items that are clearly intended for you/another specific person;
- items which seal has been broken after delivery;
- items that are irrevocably mixed with other items after delivery due to their nature.
- Does the item fail to comply with what we have agreed? In this case, the Complaint Article in these General Terms and Conditions applies.
Article 5: Distance purchasing - return shipment, refund
- This article also applies only to consumers in the event of sale via our website.
- Unless we collect the items ourselves or have them collected, the following conditions apply by returning the items:
- within 14 calendar days after termination;
- if possible in the original packaging;
- at your expense and risk.
- By "unused" in paragraph 2(c) we mean: you may not use the items beyond what is necessary to establish the nature, characteristics and operation of the items delivered. Do you act in breach of paragraph 2(b) or 2(c)? In this case, you are liable for any reduction in value of the items.
- At the latest within 14 calendar days after receipt of your statement of termination we will refund to you the amounts received from you. Unless we agree otherwise, we will do this in the same manner and in the same currency as your payment.
- Paragraph 4 also applies to any shipping costs that you paid to us for the delivery, but the costs of the return shipment are at your own expense. The latter also applies to additional (shipping) costs that you incurred because you have chosen a different method of delivery than the standard method offered by us.
- Unless we collect the items ourselves or have them collected, you can only claim a refund after:
- a. we have received the items in return;
- b. or you have demonstrated that you have returned the items.
- If the items:
- have been treated;
- have been damaged;
- have been used (see definition paragraph 3);
- You are never liable nor shall you owe any costs for the mere fact that you are making use of your right of termination.
Article 6: Remote purchase - exclusion of the reflection period and right of termination in case of an online course/online registration
- Please note: if you register for an online or physical course through our website, you will not have a reflection period or a right of termination. We explicitly exclude this right of termination. You cannot invoke the statutory reflection period and the right of termination.
- What is the reason for this? Firstly, all of our courses are intended for professionals, not for consumers. Secondly, you can download the course immediately after payment. If you dissolve the purchase, we cannot verify whether you have already saved the contents, printed the contents etc.
Article 7: Fee - prices, rates
- Unless we agree on a fixed (potentially periodical) fee for an assignment, we calculate our fee based on the hours spent against the hourly rate agreed with your/our usual hourly rate. In case of disagreements concerning the hours spent/charged, our hour registration will be binding, subject to your proof to the contrary.
- If it appears during the execution of the assignment that we have not properly estimated the amount of work, we may increase an agreed fixed fee, provided that the estimation error cannot be blamed on us and we cannot reasonably execute the assignment for the agreed fee.
- In the event of urgent assignments or if we carry out work agreed outside our normal working days at your request, we may charge you a surcharge. Our normal working days are: Monday to Friday (with the exception of recognized national holidays) within our usual working hours.
- Our prices and rates stated in an offer, price- or rate list do not include BTW (Dutch VAT) and possible costs, such as transport or shipping costs, traveling expenses and expense claims of third parties engaged. Our website lists the VAT amount and any costs applicable to each product.
- Price reductions after the conclusion of the agreement because of, for example, a clearance sale or discount campaigns, do not entitle you to a price reduction.
- If, after concluding the agreement, we are faced with (cost) price increasing circumstances, we may adjust the prices/rates agreed with you accordingly. (Cost) price increasing circumstances in any case include changes in legislation and regulations, government measures, currency fluctuations, price changes of the required parts or changes in rates of third parties engaged.
- Are you a consumer and does it concern a price- or rate change within 3 months after the conclusion of the agreement? In this case, you may terminate the agreement within 5 working days after our notice of the change. Termination takes place by means of a written statement addressed to us.
- In the event of continuing performance agreements, we may annually implement a regular price or rate increase and charge this to you. We will inform you of the increase no later than one month before the effective date of this increase.
Article 8: Engaging third parties
- We may have carried out deliveries and work by third parties.
Article 9: Obligations
- You will ensure that:
- you provide us with all information required for the execution of the agreement on time;
- information carriers, files and suchlike provided by you are free from viruses and defects;
- you, your employees, and third parties engaged for the execution of our agreement must grant all cooperation required or requested by us;
- you must use items delivered to you in accordance with the (operating) instructions, directions, advice, manuals and suchlike given by us and - if relevant - adequately secure these items;
- in case of work at your location, we have access to the work location at the agreed date and time and this location meets the applicable legal (safety) requirements;
- at the work location we can dispose free of charge of the desired connection facilities for electricity, Internet and suchlike. Lost working hours due to failures of these facilities are at your expense;
- we can store/put away our equipment, tools, properties and suchlike at the work location without the risk of damage or theft taking place;
- the other facilities reasonably desired by us are available at the work location free of charge.
- You guarantee that the information provided to us is correct and complete and indemnify us against claims by third parties arising from the inaccuracy/incompleteness of this information.
- You are liable for any loss of, theft of and other damage to the equipment and suchlike which we have stored during the execution of the agreement at you.
- Do you fail to meet the aforementioned obligations (on time) or your other obligations under the agreement/these General Terms and Conditions? In this case, we may suspend the execution of the agreement until you have fulfilled your obligations. The costs and other consequences (for example damage) arising from this shall be at your expense and risk.
- If you do not fulfil your obligations and we do not require immediate compliance, this does not affect our right to request compliance from you at a later time.
Article 10: Confidential information
- We shall keep secret all information we receive from or about you during the conclusion/execution of the agreement. We only provide this information to third parties insofar as this is necessary for the execution of the agreement.
- We take all reasonable precautions to keep this information secret. The obligation of confidentiality also applies to our employees and third parties which are involved in the execution of the agreement under our responsibility.
- We process information covered by the GDPR (General Data Protection Regulation) in accordance with the GDPR and report any infringements on the security of the information also in accordance with the GDPR.
- The obligation of confidentiality does not apply if we as a result of legislation and/or regulations or a judicial decision have to disclose the information and cannot invoke a legal/court-permitted right of non-disclosure. This exception also applies to the employees/third parties as referred to in paragraph 2.
- Provided that we safeguard your privacy or have obtained your permission, we may always publish about or refer to the agreed work and/or deliveries and reuse the methods, approaches and suchlike used or developed in this context.
Article 11: Risk of storage of information
- We store all information received from you during the execution of the agreement. We store this information in a careful manner and - if relevant - in accordance with the GDPR.
- We take all reasonable measures to prevent the loss of or undesired access to this information (for example through viruses, technical failures, cybercrime and suchlike). However, we are never liable for any damage you suffer as the result of the loss/corruption of this information, unless:
- the damage is caused by our intent or conscious recklessness;
- liability arises from the GDPR.
- Unless we agree otherwise, you will always keep the original or a copy/backup of the information provided to us.
Article 12: Delivery - periods - progress and execution of the agreement
- We make every effort to deliver the agreed work/items on time, but agreed periods are never deadlines. Do we fail to fulfil our obligations (on time)? In this case, you must grant us a reasonable period for compliance in a written notice of default.
- If there is a delay at the start, progress or completion of an assignment or the agreed delivery of items due to the fact that:
- we do not receive all the necessary information or cooperation from you on time;
- we do not receive an agreed (advance) payment from you on time;
- there are other circumstances that are at your expense and risk;
- Do we speed up the execution of the agreement at your request? In this case, we may pass on the overtime hours and other costs involved to you.
- We may execute the agreement in parts and invoice each partial delivery or performance separately or periodically.
- If we execute an agreement in phases, we may suspend the execution of parts that belong to a following phase, until you have approved of the results of the previous phase. The resulting costs and damage are at your expense.
- The risk of items (hardware) to be delivered transfers to you as soon as the items leave our premises/site or when we inform you that you can collect the items.
- Dispatch or transport of the items is at your expense and risk. We are not liable for damage related to the dispatch/the transport.
- Are you a consumer? In this case, the risk of the items transfers to you once you or a third party designated by you receive(s) the items. Do you appoint a carrier yourself? In this case, the risk transfers to you once this carrier receives the items. Dispatch or transport is at your expense.
- We may store the items ordered and the parts purchased for an assignment at your expense and risk if we are unable to deliver the items to you in the agreed manner, you do not collect these items of we cannot execute the assignment and the cause of this lies in your risk area. We will give you a reasonable period within which you still give us the opportunity to deliver or to execute the assignment or you still collect the items.
- Do you fail to fulfil your (purchase) obligation after this reasonable period? In this case you are immediately in default. We may fully/partially terminate the agreement - by means of a written statement addressed to you - , sell the items/the parts to third parties and destroy documents already manufactured, without us having to compensate your possible damage, interest and costs. This does also not affect our right for compensation of our (storage) costs, damage and loss of profit or our right to still ask from you compliance.
- We inform you about the consequences for agreed prices, rates and periods:
- in the event of changes desired by you in an order/assignment;
- if it appears during the execution of the agreement that we cannot execute it in the agreed manner due to unforeseen circumstances. We will consult with you about a possible modified execution. Do the aforementioned circumstances make the execution impossible? In this case, we are in any case entitled to full compensation for any work/deliveries already carried out and any cost incurred by us.
- We shall agree additional and reduced work in writing with you. We are only bound by oral arrangements after we have confirmed these to you in writing, or as soon as we - without your objection - have started the execution of these arrangements.. Additional work in any case concerns all extra work and deliveries arising at your request or necessarily arising from the execution of the assignment, which work/deliveries (has) have not been included in the offer/your assignment. We may charge any associated costs separately based on the current prices or rates.
- You will check each draft document/each draft version - for example, of custom software - we submit to you and give your reaction to it as soon as possible. If necessary, we will adjust the draft and submit it to you for approval again. We may ask you to sign a written statement for approval in this respect. You may only use the final version of documents, software and suchlike following this approval. If we still have to change approved documents/versions, this shall count as additional work and we may pass on to you the additional resulting costs.
Article 13: Courses
- This article applies to courses to be arranged by us. Most provisions concern the participation in a physical course, but, where relevant, the provisions also govern online courses. The provisions of the other articles of these General Terms and Conditions also apply to courses, unless this article contains a deviation. In case of a deviation between a provision of this article and a provision of another article, the provision of this article will take precedence.
- We also use the following terms:
- participant: you can conclude the agreement to participate in the course yourself or conclude an agreement for other participants, such as your employees. The participant is the natural person participating in the course;
- teacher: our employee or a third party engaged by us who arranges (part of) the course;
- course fees: the fee agreed for the course;
- course materials: the documents/files, books, syllabi, and other course materials required for the course as provided by us.
- You can register for the course in the manner indicated by us, for example, as set out on our website. You will ensure that the information provided with the registration is correct, complete, and authentic. The agreement will be concluded once we have confirmed the registration in writing to you, potentially by means of an automated message.
- We are not required to accept a registration. We may reject it, for example, if the number of registrations for a course requires or if you/the participant fail(s) to meet possible participation requirements.
- If the desired course is full, we will inform you and, if possible, offer an alternative course.
- You will pay the course fees before the start of the course. Did we not receive your payment (on time)? In this case, we may deny you/the participant access to the course or you will be unable to download the course materials used for an online course.
- You will ensure that:
- you or the participant are/is able to identify yourself/himself at our request;
- you or the participant observe(s) all (house) rules, instructions, and suchlike in force for the course;
- you or the participant act(s) in such a manner that this behaviour does not cause nuisance to other participants and the teacher;
- you or the participant use(s) the course materials and other properties provided by us on loan in a careful manner and in accordance with our operational instructions, directions, manuals, and suchlike;
- you or the participant will only use the provided or shared course materials for you or his own purposes. These course materials are intended for personal use.
- Do you fail to comply with the aforementioned obligations or your other obligations arising from the agreement/these general terms and conditions (in a timely fashion)? In this case, we may postpone the execution of the course until you have met your obligations or terminate the agreement by means of a written statement addressed to you. This means that - for example - we may (temporarily) exclude you or the participant from (continued) participation in the course or refuse a registration. We will only do so based on reasonable grounds. The costs and other consequences (such as damage) that arise from this will be at your risk and account.
- If you or the participant fail(s) to fulfil your/his obligations and we do not require immediate compliance, this does not affect our right to request compliance at a later time.
- Replacing a registered participant is only possible following our written permission. In this case, you will share all relevant information with us as soon as possible, at the latest before the participation. The replacement must meet the stipulated admission requirements.
- We deploy qualified teachers for the courses.
- We arrange the courses in a proper manner and in accordance with the standards applicable in our industry or for a specific course, but we will give no further guarantees than those we explicitly agree on with you.
- We compile the course materials in a careful manner and to the best of our ability. However, unless we are able to reasonable supplement the course materials during the course, we will not be able to guarantee the (continued) actuality of the course materials due to new insights, new technologies, and the like that arise after the start of the course. We may charge any additional costs of supplementing the course to you.
- We only guarantee that the course is in line with the preliminary or continued training intended by you or the participant if we confirm this in writing.
- We strive to have the course take place on the scheduled course dates and times and in accordance with the course programme. However, we may always make reasonable organisational and substantive changes or replace the intended teacher. For example, based on the number of registrations, in case of illness of the teacher, or if (a part of) the course cannot take place as scheduled due to unforeseen circumstances.
- In these cases, you are not entitled to a refund of the course fees paid or to compensation of damage or costs, unless we are forced to cancel (a part of) the course. You are entitled to a refund of (a proportionate part of) the course fees in case of full/partial cancellation.
- We will inform you or the participant of any changes as soon as possible.
- You or the participant must report complaints about (an element of) a physical course to us in writing immediately after the discovery thereof, but at the latest within 1 month after the completion of (the corresponding aspect of) the course. All consequences of a failure to immediately report a complaint will be at your risk.
- What if a course fails to comply with what we have agreed on? What if you experience difficulties when downloading, for example? In this case, you must report this to us in writing immediately after the discovery thereof, but at the latest within 2 business days after the downloading or your attempt to do so.
- A registration can only be cancelled in writing. Unless we agree or indicate otherwise, you will owe the following cancellation fees in case of a cancellation:
- administrative fees to the amount of € 20.00 in case of cancellation up to 6 weeks before the start of the course;
- 50% of the agreed course fees in case of cancellation between 6 and 1 week(s) before the start of the course;
- the full course fees in case of cancellation within one week before the start of the course.
Article 14: Developing custom software
- You will provide us with all information required for the development in the format desired by us in a timely fashion. In this respect, you will ensure that the provided files, data carriers, existing software, and suchlike meet the specifications agreed on.
- Our obligations related to the functionalities, properties, characteristics, and suchlike of the software will never exceed what we agree on with you in writing.
- Unless we agree otherwise, we are the rightsholder to all intellectual property rights related to the developed software. You can use the final version without any restrictions once you have met all your payment obligations arising from the agreement.
- Without our prior, written permission, you may not (have another party) create a version or derived version of the design of the software or use/apply (elements of) the design beyond what we have agreed on in this respect.
Article 15: Completion - acceptance of developed software
- We will inform you when we have completed the agreed work and the software is ready for use.
- The software is completed in accordance with the agreement once you have inspected its operation and the agreed specifications, functionalities, and suchlike and have signed the delivery form or approval statement.
- Do we not provide a delivery form of approval statement? In this case, you are deemed to have given your approval if:
- you do not raise any complaints within an agreed test period;
- you do not raise any complaints within a period of 2 weeks following the notice referred to in paragraph 1.
- What if you have engaged third parties for work that (may) affect(s) the proper use of the software? This is no reason for delayed approval or rejection if this work has not yet been carried out/completed at the time when our work is finished.
- Do you discover failures, errors, and suchlike within a test period agreed with you? In this case, you must report these failures/errors to us in a detailed manner. We will resolve any failures/errors as soon as possible. The work involved in revolving the failures/errors will be for our account, unless these concern usage mistakes or other causes attributable to you. Unless we agree otherwise, the recovery of any lost data will be for your account.
- Do you discover failures, errors, and suchlike after the completion/repair period? In this case, the provisions of the complaint article will apply.
- If you want to make changes to the software after the completion, this will be considered additional work and we will have the right to charge any resulting additional costs and time spent to you.
Article 16: Maintenance and inspection
- If we have concluded a maintenance and inspection agreement for the provided services/items, you must report the identified errors, defects, and suchlike to us in the agreed manner. We will resolve or repair these errors, defects, and suchlike to the best of our ability.
- The agreement will cover:
- the potential periodic contribution;
- the work and costs included in this periodic contribution and any additional costs;
- if relevant, the frequency and/or schedule of the work;
- the duration and the termination options of the agreement.
- Are the required (replaced) components not included in the periodic contribution? In this case, we will charge these based on the current prices.
- Unless we agree otherwise, the costs of our (repair) work are not included in the periodic contribution and we may charge these to you separately:
- in case of usage errors attributable to you;
- in case of other causes not attributable to us;
- if the items delivered/completed by us or the result of our work have been processed/changed or maintained by yourself or a third party engaged by you after the completion/delivery.
- Unless we agree otherwise, the following work (and associated costs) are also not included in the periodic contribution:
- design and programming activities;
- work following telecommunications and data errors;
- recovery of lost data.
Article 17: Complaints
- You shall check the delivered items immediately after receipt and report any visible failures, damages, errors, defects, deviations in numbers and suchlike on the consignment note/accompanying note. In the absence of a consignment note/accompanying note, you report these complaints to us in writing within 2 working days after receipt. Do you fail to report these complaints on time? In this case, the items are deemed to have been received by you in good condition and to comply with the agreement.
- You report other complaints about the items delivered in writing to us immediately after discovery, but no later than within the agreed warranty period. All consequences of not reporting immediately are at your risk.
- You must inspect documents not first presented to you as a draft immediately following their receipt. Mistakes you can reasonably identify during a first inspection (such as missing or illegible pages, wrong documents, and the like) must be reported to us in writing within 2 working days following the receipt. Do you fail to report these complaints on time? In this case, you will be considered to have received these documents in a legible and complete fashion.
- You also report complaints about the work performed/our services in writing to us immediately after discovery, but no later than within the period agreed for this purpose. All consequences of not reporting immediately are at your risk. Did we not agree on a period? In this case, a period of 3 months following the completion will apply with respect to work. If you fail to report these complaints on time, the work/services will be deemed to have been carried out/delivered in accordance with the agreement.
- Do you fail to report a complaint on time? In this case, you cannot invoke on an agreed warranty.
- Complaints do not suspend your payment obligations.
- The previous paragraph does not apply to consumers.
- You will give us the opportunity to investigate the complaint and provide us with all relevant information. Do the items need to be returned for the investigation or do we have to investigate the complaint on the spot? In this case, this is at your expense, unless your complaint proves to be justified afterwards. You always bear the dispatch/transport risk.
- Returning the items takes place in a manner to be determined by us and, if possible, in the original packaging/deposit packaging.
- No complaints are possible about:
- imperfections in/characteristics of items which are inherent to the nature of the materials from which the items are made;
- minor deviations between items accepted in the industry concerning indicated capacities, functionalities and suchlike;
- errors in already approved documents;
- developed software or the result of our work/services if you have made (technical) changes after the delivery/completion or have fully or partially modified the software/the result.
Article 18: Guarantees
- We will execute the deliveries and assignments agreed properly and in accordance with the standards applicable in our industry, but will give no further guarantee than we expressly agree with you.
- During the warranty period we guarantee the usual quality and reliability of the delivered items/completed work.
- When using parts needed for an assignment and for items/services to be provided, we base on the information provided by the manufacturer/supplier (with respect to their properties). Does the manufacturer/supplier offer a warranty for these parts or for the provided items/services? In this case, this warranty applies between us in the same way. We inform you about this.
- Do you want to use the items or the result of our work for another purpose than the usual purpose? In this case, we only guarantee that the items/ the result are suitable for this if we confirm so in writing to you.
- Nor do we guarantee that the delivered items or the result of our work/services will always be in line with, can be connected to, used through, or be able to operate on your existing systems/networks, unless we confirm this to you in writing.
- You cannot invoke the warranty until you have paid the price or fee agreed for the delivery/assignment
- The previous paragraph does not apply to consumers.
- Do you rightly invoke an agreed warranty? In this case, we have the choice of a free repair or free replacement of the items or to still - free of charge and in the correct manner - execute the agreed work/services, or grant a refund of/discount on the agreed price or fee. If there is any additional damage, the provisions set out in the Liability Article apply.
- Are you a consumer? In this case, you may always choose for free repair/free replacement of the items or to still - free of charge and in the correct manner - execute the agreed work/services, unless this cannot reasonably be asked of us. In the latter case, you may terminate the agreement - by means of a written statement addressed to us - or ask a discount on the agreed price/fee.
Article 19: Liability
- We accept no liability other than the guarantees, guaranteed results, capacities, functionalities, or quality requirements that have been expressly agreed with you or stated by us.
- We are only liable for direct damage. Any liability for consequential damage such as trading losses, loss of profit and losses sustained, damage caused by delay, personal or bodily injury is expressly excluded.
- You take all necessary measures to prevent or limit the damage.
- If we are liable, our obligation for compensation is at all times limited to the maximum amount paid out by our insurer where appropriate. Is no payment provided or is the damage not covered by an insurance taken out by us? In this case, our obligation for compensation is limited to the maximum invoice amount for the delivered items/services or work performed.
- In case of continuing performance agreements, our obligation for compensation is limited to the invoice amount due for the last 3 months/periods if our insurer does not offer compensation or if the damage is not covered by our insurance.
- All your claims for compensation for damage suffered expires in any case 6 months after you become aware of/could have become aware of the damage you have suffered and could therefore have held us liable for this.
By way of deviation from the previous paragraph, a period of 1 year applies to consumers.
- We are not liable - and you cannot make a claim under the applicable warranty - if the damage is caused by:
- your incompetent use or use contrary to the purpose for which the items delivered were intended or use contrary to the directions, advices, operating instructions, manuals and suchlike provided by/on our behalf;
- your incompetent safekeeping (storage) of the items;
- incompetent/insufficient maintenance of the items or incompetent/incorrect installation of the items by you or a third party engaged by you;
- errors, incompleteness, failures and suchlike in the information provided to us by/on your behalf;
- your instructions or directions;
- or as a result of a choice you have made which deviates from our advice or what is usual;
- or because (repair) work or changes/adjustments have been carried out to the delivered items by/on your behalf, without our explicit prior permission.
- In the situations listed in the previous paragraph, you are fully liable for the damage arising from this and you indemnify us against claims from third parties.
- The limitations of liability stated in this article do not apply if the damage is due to our intent or conscious recklessness or if the limitations violate mandatory legal provisions. We shall only indemnify you against third-party claims in these cases.
Article 20: Payment
- We may request you a (partial) advance payment or other security for payment at all times.
- Unless we agree otherwise, you pay within an expiry period of 14 days after the invoice date. The invoice shall be considered correct if you do not object within this payment period.
- When ordering via our website, you will pay as indicated on the website.
- Did you not pay (in full) within the payment period? In this case, you owe us a default interest of 2% per month, to be calculated cumulatively over the principal. We count parts of a month as a full month in this respect. What does this cumulative monthly interest mean? In the first month after the expiry of the payment period, we calculate the interest on the principal. In each subsequent month during which no payment takes place, we calculate the interest on the principal plus the interest already accrued in the previous month(s).
- We calculate a default interest of 6% per year to consumers, unless the statutory interest is higher. In that case, the statutory interest applies.
- If your payment is still not forthcoming after notice was given, we may also charge you the extrajudicial collection costs of 15% of the invoice amount with a minimum of € 40.00.
- In case of a notice we give consumers at least a period of 14 days after receipt of this notice to still pay. If payment is not forthcoming again, the extrajudicial collection costs for the consumer shall be:
- 15% of the amount of the principal for the first € 2,500.00 of the claim (with a minimum of € 40,00);
- 10% of the amount of the principal over the next € 2,500.00 of the claim;
- 5% of the amount of the principal over the next € 5,000.00 of the claim;
- 1% of the amount of the principal over the next € 190,000.00 of the claim;
- 0,5 % of the surplus of the principal.
- All this with an absolute maximum of € 6,775.00.</li>
- For the calculation of the extrajudicial collection costs we may, after 1 year, increase the principal of the claim by the default interest accrued in that year.
- Is your payment not forthcoming? In this case, we may terminate the agreement - by means of a written statement addressed to you - or suspend our obligations under the agreement until you still pay or provide us with appropriate security. We already have this right of suspension before you default on your payment if we already have legitimate reasons to doubt your creditworthiness.
- We initially deduct payments received from all interest and costs due and subsequently from invoices which have been due and payable the longest, unless you state in writing with the payment that it concerns a later invoice.
- You may not set off our claims against any counterclaims that you believe to have on us. This also applies if you apply for a (temporary) suspension of payments or are declared bankrupt.
- The previous paragraph does not apply to consumers.
- What if no (full) payment is provided in case of an continuing performance agreement? In this case, we will send you a written notice of default and offer you a reasonable period to still pay. The following applies if you have been in payment arrears for 3 months or more. We may terminate the agreement - by means of a written statement addressed to you - or suspend our obligations under the agreement until you still pay or provide us with an adequate guarantee. We will inform you of an intended suspension/termination in a timely fashion. All damage you or we suffer as a result and any costs incurred to reconnect or reactivate the services will be for your account.
Article 21: Retention of title
- All items that we deliver to you remain our property until you have met all your payment obligations. 2. These payment obligations do not only concern the purchase price of the items, but also our claims:
- for work carried out related to the delivery;
- due to an attributable shortcoming of you such as compensation, extrajudicial collection costs, interest, and possible penalties.
- If we deliver identical, non-individualised items to you, the batch belonging to the oldest invoice/invoices is always deemed to have been sold first. This means that the retention of title always rests on all items delivered that are still in your stock/building the moment we invoke our retention of title.
- You may resell the items in the context of your normal business operations, provided you also agree a retention of title with your purchasers.
- You may not pledge the items subject to a retention of title or bring these under the actual control of a financier.
- You will inform us immediately if third parties claim that they have the ownership- or other rights to the items.
- As long as you are in the possession of the items, you will carefully store them and as our identifiable property.
- You arrange such a business insurance or contents insurance that the items delivered subject to a retention of title are co-insured. Upon our request, you provide us access to the insurance policy and associated premium payment receipts.
- Do you act in violation of this article or do we invoke our retention of title for any other reason? In this case, we/our employees are allowed to enter your site and take back the items. This does not affect our rights to terminate the agreement - by means of a written statement addressed to you - or a fee of our damage, lost profit and interest.
Article 22: General provisions of intellectual property rights
- Unless we agree otherwise, we are entitled to all intellectual property rights which are vested on or arise from the items/services provided by us and (the result of) our work, such as the intellectual property rights (to the source code/databases provided) for developed software. Only we may exercise these rights.
- This means - among other things - that you may not:
- use the documents (including course materials) outside the context of the agreement, may not multiply the documents, may not give the documents to third parties and may not allow third parties to inspect them;
- copy, change, reproduce and suchlike the items or parts thereof;
- Do you provide documents or files to us? In this case, you guarantee that these documents or files do not infringe any intellectual property rights of third parties. You are liable for damage that we suffer because of such infringements and indemnify us against any claims from third parties.
- We guarantee that the documents and items provided by us do not violate the intellectual property rights of third parties, such as copyrights. Does it become clear that such a violation did occur? In this case, we will discuss a replacement to the infringing items/documents with you, acquire a licence for these, or retrieve the delivered items while refunding the fee paid for this by you (taking into account the regular depreciation). This does not give you the right to (further) compensation (for damages).
- You will only have the right to the options set out in paragraph 4 if you inform us of the (alleged) claims of third parties (stating all particularities) in a timely fashion to enable us to properly defend our rights. In this case, we will indemnify you against the claims of these third parties that arise from identified infringements, provided that you allow us to conduct the defence and to handle potential judicial proceedings and grant us all required cooperation.
- We may take technical measures to protect our rights.
Article 23: Bankruptcy - loss of power to dispose of property and suchlike
- We may terminate the agreement - by means of a written statement addressed to you - at the time when you:
- are declared bankrupt or an application has been made for this;
- apply for (temporary) suspension of payments;
- are affected by enforceable seizure;
- are placed under guardianship or judicial supervision;
- in any other way lose the power to dispose of your property or lose any legal capacity regarding (parts of) your assets.
- You always inform the guardian or administrator of the (contents of the) agreement and these General Terms and Conditions.
Article 24: Force majeure
- If we fail to fulfil our contractual obligations to you, this cannot be attributed to us in the event of force majeure.
- In the following circumstances there is in any case force majeure on our side:
- war, revolt, mobilisation, riots at home and abroad, government measures or a threat of these/similar circumstances;
- disruption of existing currency ratios at the time the agreement was entered into;
- operational failures or failures in our services due to fire, burglary, sabotage, power failure, failure of Internet or telephone connections, cybercrime, strikes, natural phenomena, (natural) disasters, and suchlike due to which, for example, our website is not (fully) available or fails to work properly;
- transport difficulties and delivery (completion) problems caused by weather conditions, roadblocks, accidents, import and export hindering measures, a (temporary) lack of the necessary parts and suchlike;
- illness or death of the intended teacher of a course at such a time due to which we are not reasonably able to arrange an adequate replacement on time.
- In case of force majeure, we may terminate the agreement - by means of a written statement addressed to you - or adjust our work/deliveries or postpone these for a reasonable period. We do not have to pay compensation to you in this case.
- What if the force majeure situation enters after we have already partially executed the agreement? In this case, we are entitled to the fee for the work/deliveries already executed.
Article 25: Cancellation - suspension
- This article does not apply to termination within the statutory reflection period as referred to in Article 4.
- If you cancel the agreement prior to or during the execution, we may charge you a fixed compensation for:
- all costs incurred (such as already purchased parts);
- our damage suffered due to cancellation, including the lost profit.
- If you cancel/postpone a planned appointment less than 24 hours beforehand or are not present at the agreed time, we may charge you the time reserved for it.
- You shall indemnify us against any third-party claims arising from the cancellation.
- We may set off the compensation due against all amounts paid by you and your possible counterclaims.
- Do you request us to suspend the execution of the agreement? In this case, we may immediately claim the fee for all the work/deliveries that have been carried out and charge this to you. This also applies to costs incurred, costs arising from the suspension and the hours we/third parties engaged by us have already reserved for the suspension period at that time.
- Costs that we incur for resuming the work/deliveries are also at your expense. What if we cannot resume the execution of the agreement after the suspension? In this case, we may terminate the agreement by means of a written statement addressed to you.
Article 26: Applicable law – jurisdiction
- Our agreements are governed by the laws of the Netherlands.
- We exclude the applicability of the Vienna Sales Convention (CISG).
- We submit disputes to the court competent in our place of establishment. In addition, we always retain the right to submit the dispute to the competent court in your place of establishment or residence.
- As a consumer, you may always choose the legally competent court, even if we choose another court. You will then inform us of your choice within one month after receipt of the summons.
- If you are established/residing outside of the Netherlands, we may also submit the dispute to the competent court in the country or the state where you are established/reside.