General Terms and Conditions

Article 1 Validity of these terms and conditions.

1-1 These terms and conditions apply to all agreements entered into by Instore Building Holland, KvK 01089370 established in Drachten, hereinafter referred to as IBH.

1-2 Special of IBH’s terms and conditions. deviating provisions shall be binding only if agreed in writing.

Article 2 Offers.

2-1 All offers and/or quotations are without obligation, unless otherwise expressly stated.

2-2 Verbal offers by IBH. or his subordinates are not binding unless confirmed by him.

2-3 Data in printed materials provided by IBH. are subject to change without prior notice. They bind IBH. not.

Article 3 Appointments.

Arrangements or agreements with subordinate members of IBH’s staff. don’t bind the latter, as far as they are by IBH. have not been confirmed. For this purpose, subordinate personnel include all employees and staff who do not have procuration.

Article 4 Agreement.

4-1 The contract of purchase and sale of goods and/or performance of work first becomes binding on IBH. by his confirmation.

4-2 Each with IBH. contract entered into contains the resolutive condition that IBH. will prove the client’s creditworthiness, at its sole discretion. Client will allow IBH. requests information concerning him if necessary, for which information IBH. will turn to agency DAS rechtsbijstand Amsterdam.

4-3 Data concerning the offered goods such as properties, sizes, weights, etc., as well as data in printed matter, drawings, illustrations, etc. by IBH. provided with the offer are for IBH. non-binding and are given in good faith. It is the client’s duty to ensure that printed matter, drawings, illustrations, etc. are neither copied nor made available to third parties or that third parties are informed of their contents.

Article 5 General conditions of contract partners and/or third parties.

5-1 IBH. only accepts the applicability of general terms and conditions of contract partners and/or third parties if they are expressly agreed upon in writing.

5-2 However, any applicability of the aforementioned general terms and conditions shall not affect the applicability of IBH’s general terms and conditions. not affected, unless they conflict with those general terms and conditions of contract partners and/or third parties.

5-3 General terms and conditions will only be accepted by IBH. accepted under the above conditions and shall apply only to the transaction designated for that purpose. Subsequent transactions will not automatically be handled again through those procurement terms.

Article 6 Intellectual Property Rights.

6-1 On all by IBH. provided designs, images, drawings and models, etc., he reserves all intellectual property rights. Reproduction, disclosure and copying are permitted only with IBH. his express written consent.

6-2 The designs, images, drawings and models etc. referred to in the first paragraph shall remain IBH. his inalienable property and must be returned promptly at his first request.

6-3 For each act performed in violation of this provision, the other party shall owe a fixed penalty of €5,000.00, without prejudice to IBH. his right to claim full damages.

Article 7 Delivery Terms.

7-1 The agreed delivery dates are not deadlines, unless expressly agreed otherwise. In the event of late delivery, the client must provide IBH. written notice of default. The delivery dates were set with the expectation that there would be no impediments to IBH. are to deliver the goods or take the work in hand.

7-2 If ordered goods, after the expiration of the delivery period have not been taken by the client, those goods are stored at his disposal at his expense and risk.

Article 8 Partial Delivery.

Any partial delivery, which includes the delivery of goods of a composite order, may be invoiced; in such a case, payment must be made in accordance with the provisions of Article “Payment”.

Article 9 Prizes.

9-1 All agreements are always concluded on the basis of the prices valid at the time of conclusion.

9-2 If after the agreement the prices of wages, social security contributions, sales tax or import tariffs, etc. undergo increases, or fluctuations in the exchange rates of both domestic and foreign currencies occur, even if they occur as a result of circumstances already foreseeable at the time of the offer, these may be passed on. If this occurs within three months of the conclusion of the agreement, both parties have the right to dissolve the agreement.

9-3 If the price fluctuation exceeds 5% of the agreed transaction, both parties have the right to demand full settlement.

Article 10 Deposit.

IBH. is entitled to require a minimum 25% deposit when entering into the agreement. If due to an attributable failure of performance located on the part of IBH. the agreement is dissolved, the client is entitled to repayment of the advance payment made, in addition to damages, as further regulated in these terms and conditions, which in any case includes the statutory interest on the amount he has paid in advance.

Article 11 Cancellation.

11-1 If the Customer cancels the order and/or refuses to take delivery of the goods, it is obliged to pay the price paid by IBH. already procured materials and raw materials, whether processed or unprocessed at cost price, including wages and social charges, and is otherwise liable to IBH. obliged to pay full compensation for what has already been performed. The Client shall also provide to IBH. owe as compensation the amount of 1/3 of the agreed price. Client is further obligated to IBH. indemnify against third party claims resulting from the cancellation of the order and/or refusal of the goods.

11-2 Notwithstanding the previous paragraph of this Article, IBH retains. reserves all rights to claim full performance of the contract and/or full compensation.

Article 12 Transportation.

Shipment shall be made in the manner specified by IBH. indicated. If the client wishes to receive a shipment differently, such as by fast or express shipment, among others, the additional costs associated with this will be at his expense.

Article 13 Liability.

13-1 IBH. is not liable for costs, damages and interest that may arise as a direct or indirect result of:

  1. Force Majeure, as further defined in these terms and conditions;
  2. Acts or omissions of the principal, his subordinates, or other persons employed by him or on his behalf;
  3. Negligence of the client in the maintenance of the delivered items;
  4. Damage to the delivered items due to external mechanical and chemical or biological influences;
  5. Normal wear and tear on the delivered items as a result of daily use;
  6. Discoloration of the delivered items due to the action of light;
  7. Any other outside cause.

13-2 IBH. is liable, insofar as its insurance covers this, or up to a maximum of the invoice value, for damage to the work, accessories, materials and equipment, as well as to the work and/or property of the client and/or third parties, insofar as caused by IBH’s fault. Or from those, who are being recruited by IBH. are employed on the work assigned to him.

13-3 IBH. will, in principle, not be obliged to compensate business and/or consequential damage suffered by a client, depending on the nature of the fault.

13-4 As soon as materials, parts or tools required for the execution of the order have arrived at the work, the principal shall bear the liability for all risks and damages of any kind that may arise to the materials, installations, parts or tools, such as theft, fire, water damage or damage, without prejudice to the principal’s authority to demonstrate that this is the result of negligence on the part of IBH.

Article 14 Warranty.

For sold and delivered goods with manufacturer’s or importer’s or wholesaler’s warranty, only the warranty conditions set by these suppliers shall apply.

Article 15 Materials.

15-1 Unless otherwise agreed, normal trade quality of materials shall be supplied and processed.

15-2 Goods that IBH. must remove during the work may, if desired, accrue to him, if necessary under an obligation to pay fair compensation.

15-3 Subordinate changes (e.g. minor model changes) to or from IBH. redelivered items, give no reason for rejection.

Article 16 Client’s Obligations.

16-1 The client shall ensure that IBH. can dispose of in a timely manner;

  1. About sufficient opportunity for supply, storage and/or disposal of materials and tools;
  2. About connection facilities for electrical machinery, lighting, heating, gas, compressed air, water and other energy required for carrying out the work;
  3. About drawings of the location of cables, pipes and ducts.

16-2 The client shall be obliged to provide, without claim for compensation, water, gas and electricity, as well as storage space for materials, if they are present at or near the work.

16-3 If the client has reserved the delivery of certain materials and/or the execution of certain parts of the work to himself, he shall be liable for untimely supply or untimely execution thereof.

16-4 If the commencement or progress of the work is delayed due to factors for which the principal is responsible, the resulting costs for IBH. resulting damages and costs will be charged to the client.

Article 17 Advertising.

17-1 Immediately after delivery or completion of the work or goods, the Customer is obliged to inspect them thoroughly for defects and, if they are present, IBH. immediately notify in writing. If the client does not provide IBH. indicates defects, which could have been noticed upon thorough examination, then the client is deemed to agree with the condition in which the purchased item was delivered or handed over, and any right to complain lapses.

17-2 IBH. should be enabled to verify submitted claims. Upon agreement, a written statement will be prepared for signature by both parties.

17-3 If, in the opinion of IBH. correct, IBH. either pay fair compensation up to the invoice value of the delivered goods, or replace the delivered goods free of charge after returning them in their original condition.

Article 18 Additional and Less Work.

18-1 The work includes only that, which has been agreed between the parties in writing.

18-2 Additional and less work ordered orally or in writing before or during the performance of the work shall be eligible for settlement.

18-3 By IBH. costs to be incurred which find their cause beyond his fault may be charged to the client.

18-4 The applicability of the provisions of Article 7A:1646 of the Civil Code is expressly excluded.

Article 19 Subcontracting work to third parties.

Client authorizes IBH. to have the assignment performed by a third party to be designated by him, at a time to be determined by IBH. desired time to be performed.

Article 20 Modification of assignment.

20-1 Changes to the original order, of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could have been anticipated at the time of the quotation, shall be charged additionally to the client.

20-2 Any changes in the performance of the order requested by the principal after the order has been given must be made by the principal in writing to IBH in a timely manner. have been notified. If the changes are given verbally or by telephone, the risk of implementing the changes shall be borne by the client.

20-3 Changes made may result in the delivery time agreed upon for the changes by IBH. beyond his responsibility.

Article 21 Force Majeure.

21-1 Exceptional circumstances, including storm damage and other natural disasters, hindrance by third parties, hindrance in transport in general, full or partial strikes, riots, war or danger of war both here in the country and in the country of origin of the materials, lockouts, loss of or damage to goods during transport to IBH. or the Customer, non-delivery or late delivery of goods by IBH. suppliers ex and import bans, full or partial mobilization, obstructive measures by any government, fire, breakdowns and accidents in the company or in the means of transport of IBH., or in the means of transport of third parties, the imposition of levies or other government measures that entail a change in the actual circumstances, constitute force majeure for IBH. that releases it from its obligation to deliver and/or execute the work, without the client being able to claim any right to compensation of any kind or however called.

21-2 IBH. shall in these or such cases be entitled, at its sole discretion, to either cancel or suspend the contract of sale or contract for the performance of work or to modify it, respectively, until the extraordinary circumstances have ceased to exist, in which case the client shall be obliged to pay for any performance delivered.

Article 22 Retention of title.

22-1 As long as IBH. has not received full payment on a contract of the parties relating to the performance of work or of the sale/purchase (including any damages, costs and interest), the goods delivered, shall remain the property of IBH.

22-2 IBH. has the right to reclaim and take possession of these goods if the defaulting client fails to fulfill its obligations, if it goes into liquidation, applies for or has obtained a moratorium, is declared bankrupt or the goods are seized.

22-3 All acts of disposition with respect to the sold and delivered goods, the client is prohibited as long as he has not fulfilled his payment obligations.

Article 23 Completion.

23-1 The work shall be deemed completed at the time IBH. communicated this to the client in writing / orally, or the client has put the landscaping into use.

23-2 If a specific date of completion is agreed upon, it will be extended automatically, if stagnation occurs which IBH. cannot be blamed, such as unworkable weather, strike, lockout, war, danger of war or other special circumstances as regulated in Article “Force Majeure”.

Article 24 Default and rescission.

24-1 If the client defaults in any way, he shall be in default for that alone without any notice of default being required.

24-2 Without prejudice to the provisions of the Civil Code, IBH. in the event of default, have the right to suspend his obligation under the concluded agreement, to declare the agreement as dissolved in whole or in part without judicial intervention, at his discretion.

24-3 The rights specified in paragraph 2 of this Article shall be vested in IBH. also if the principal is declared bankrupt or bankruptcy is applied for, if he has applied for or obtained a moratorium, if his immovable property has been seized, if his company has gone into liquidation or has been taken over by a third party or third parties, or if he intends to leave the Netherlands with permanent residence. In all such cases, all claims, which IBH. against the principal shall be immediately due and payable.

Article 25 Payment.

25-1 Payments, including installments, shall be made within 30 days of submission of the invoice, unless otherwise agreed in writing.

25-2 IBH. is entitled, if payment of the amount due is not received by him within the stipulated period, to charge the client an interest of. 1.25% per month to be charged from the day the invoices are sent.

25-3 IBH. is furthermore entitled to claim from the client, in addition to the principal sum and interest, all costs, both judicial and extrajudicial, caused by the non-payment, including the costs of lawyer, attorney, fiduciary, bailiff and collection agency.

25-4 The extrajudicial costs shall be 15% of the principal amount plus interest, with a minimum of €35.00. Also, extrajudicial costs shall be increased by all costs for legal advice and assistance. From the mere fact that IBH. has secured the assistance of a third party, the amount and the obligation to pay the extrajudicial costs appear.

Article 26 Applicable Law.

On all by IBH. agreements concluded and/or acts performed is exclusively governed by Dutch law; these agreements and/or acts are deemed to have been concluded and/or performed in the Netherlands.

Article 27 Disputes.

All disputes arising from the agreements concluded between the parties, including the mere collection of the amount due, shall be brought before the Civil Court of IBH.’s place of business, if it so desires, to the extent that the Civil Court is legally competent to do so.