Terms and Conditions
Article 1. | General These conditions apply to every offer, quotation and agreement between Maan! and a Client to which Maan! has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions in writing. These conditions also apply to agreements with Maan!, for the execution of which by Maan! third parties must be involved. These general terms and conditions have also been written for the employees of Maan! and its management. The applicability of any purchasing or other conditions of the Client is expressly rejected. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, it will remain in these general terms and conditions conditions certain fully apply. Moon! and the Client will then enter into consultation in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions are taken into account as much as possible. If there is uncertainty regarding the interpretation of one or more several provisions of these general terms and conditions, then the interpretation must take place 'in the spirit' of these provisions. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation must be assessed in accordance with the spirit of these general terms and conditions.If Maan! does not always require strict compliance with these conditions, this does not mean that their provisions do not apply, or that Maan! would to any extent lose the right to demand strict compliance with the provisions of these conditions in other cases. Article 2 | Quotations and offers All quotations and offers from Maan! are without obligation, unless a term for acceptance is stated in the quotation. If no acceptance period has been set, no rights can be derived from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime. Moon! cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or typo. The prices stated in a quotation or offer are exclusive of VAT and other government levies. , any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless otherwise stated. If the acceptance (whether or not on minor points) deviates from what is included in the quotation or offer offer then is Moon! not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Maan! indicates otherwise. A composite quote is required Maan! not to carry out part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders. Article 3 | Contract duration; implementation periods, risk transfer, execution and amendment of agreement; price increase The agreement between Maan! and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing. If a term has been agreed or specified for the performance of certain work or for the delivery of certain goods, then this is never a fatal deadline. If a term is exceeded, the Client must notify Maan! therefore give notice of default in writing. Moon! a reasonable period must be offered to still implement the agreement.Moon! will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This is based on the state of science known at that time.Moon! has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded. If by Maan! or by Maan! third parties engaged in the context of the assignment are carried out at the Client's location or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge. Delivery is made ex works of Maan!. The Client is obliged to purchase the goods at the time they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, Maan! entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation passes to the Client at the time when the goods are made available to the Client.Moon! is entitled to execute the agreement in different phases and to invoice the part thus executed separately. If the agreement is executed in phases, Maan! suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing. The Client ensures that all data, of which Maan! indicates that these are necessary or that the Client should reasonably understand are necessary for the execution of the agreement, to Maan! in a timely manner. are provided. If the information required for the execution of the agreement is not provided to Maan! in a timely manner. have been provided, Maan! the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then usual rates. The execution period does not commence until the Client has provided the information to Maan! has made available. Moon! is not liable for damage of any kind caused by Maan! is based on incorrect and/or incomplete information provided by the Client. If during the execution of the agreement it appears that it is necessary to change or supplement it for proper execution, the parties will make adjustments in a timely manner and in mutual consultation. of the agreement. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is changed and the agreement is therefore changed in qualitative and/or quantitative terms, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Moon! will provide a price quote in advance as much as possible. Furthermore, the originally stated term of execution may be changed by an amendment to the agreement. The Client accepts the possibility of changing the agreement, including changes in price and term of execution. If the agreement is changed, including a supplement, then Maan! entitled to implement this only after approval has been given by the internal Maan! authorized person and the Client has agreed to the price and other conditions stated for the execution, including the time to be determined at which it will be carried out. Failure to execute the amended agreement or not immediately execute it does not constitute a breach of contract on the part of Maan! and is no reason for the Client to terminate or cancel the agreement. Without being in default, Maan! refuse a request to amend the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the work to be carried out or goods to be delivered in that context. If the Client fails to properly fulfill the obligations he towards Moon! is held, the Client is liable for all damage suffered by Maan! therefore arise directly or indirectly.If Moon! agrees a fixed fee or price with the Client, then Maan! nevertheless entitled to increase this fee or price at any time without the Client being entitled in that case to terminate the agreement for that reason, if the increase in the price results from a power or obligation under legislation or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when entering into the agreement. If the price increase is more than 10% other than as a result of a change to the agreement and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to rely on Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by means of a written statement, unless Maan! is then still prepared to terminate the agreement. on the basis of what was originally agreed; if the price increase results from an authority or an Maan! obligation under the law; if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement; or, in the case of delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase. Article 4 | Suspension, dissolution and interim termination of the agreement Maan! is entitled to suspend the fulfillment of the obligations or to terminate the agreement if the Client does not fulfill the obligations under the agreement, does not fully or does not fulfill them on time, after concluding the agreement Maan! circumstances that have come to our attention give good reason to fear that the Client will not fulfill the obligations, if the Client was asked to provide security for the fulfillment of his obligations under the agreement when concluding the agreement and this security is not provided or is insufficient or if due to the delay on the part of the Client, Maan! can be expected to fulfill the agreement under the originally agreed conditions. Furthermore, Maan! is entitled to terminate the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or if other circumstances arise that are of such a nature that unchanged maintenance of the agreement is not reasonable for Maan! can be demanded. If the agreement is dissolved, the claims of Maan! immediately due and payable to the Client. If Moon! suspends the fulfillment of the obligations, he retains his claims under the law and agreement. If Maan! decides to suspend or dissolve, he is in no way obliged to compensate any damage or costs incurred as a result. If the termination is attributable to the Client, Maan! entitled to compensation for damage, including costs, arising directly and indirectly as a result. If the Client fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, then Maan! is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, on account of breach of contract, is obliged to pay compensation or compensation. If the agreement is terminated prematurely by Maan!, Maan! Moon! in consultation with the Client, ensure the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work for Maan! entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the stated period, unless Maan! indicates otherwise. In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of his assets, it is Moon! is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. Maan's progress! in that case are immediately due and payable to the Client. If the Client cancels a placed order in whole or in part, the work that was carried out and the items ordered or prepared for it, plus any delivery, removal and delivery costs thereof and the costs for reserved working time for the execution of the agreement will be charged in full to the Client. Article 5 | Force Majeure Moon! is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to his fault, and which is not his responsibility under the law, a legal act or generally accepted views.Under In these general terms and conditions, force majeure is defined as, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, for which Maan! cannot exert any influence, but as a result Maan! is unable to fulfill its obligations. Work strikes in Maan's company! or from third parties included. Moon! also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Maan! should have kept his commitment.Moon! may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to terminate the agreement, without obligation to compensate the other party for damages. For as much Moon! at the time of the occurrence of force majeure, his obligations under the agreement have already been partially fulfilled or will be able to fulfill them, and independent value is attributed to the fulfilled or yet to be fulfilled part, Maan! entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is obliged to pay this invoice as if it were a separate agreement. Article 6 | Payment and collection costs Payment must always be made within 30 days of the invoice date, on a date specified by Maan! manner to be indicated in the currency in which the invoice was issued, unless otherwise stated in writing by Maan! indicated. Moon! is entitled to invoice periodically. If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment the Client is in default until the moment the full amount is paid.Moon! has the right to have payments made by the Client firstly deducted from the costs, then from the accrued interest and finally from the principal amount and current interest. Moon! may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of payment. Moon! may refuse full repayment of the principal sum if the outstanding and current interest and collection costs are not also paid. The Client is never entitled to set off any amounts owed to Maan! owed. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to rely on section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason. If the Client is in default or is in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. If Moon! However, if you have incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any legal and enforcement costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed. Article 7 | Retention of title The contract held by Maan! delivered remains the property of Maan! until the Client has fulfilled all obligations with Maan! concluded agreement(s) has been properly fulfilled. It by Maan! delivered goods, which are subject to retention of title in accordance with paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way anything subject to the retention of title. The Client must always do everything that can reasonably be expected of him to protect the ownership rights of Maan! to secure. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to notify Maan! to inform you thereof immediately. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance to Maan! upon first request. available for inspection. In the event of a possible insurance payment, Maan! entitled to these tokens. The Client undertakes to Maan! as much as necessary. agrees in advance to cooperate with everything that may (prove to) be necessary or desirable in that context. Just in case, Maan! wishes to exercise its ownership rights referred to in this article, the Client gives Maan! unconditional and irrevocable permission in advance. and by Moon! third parties to be designated to enter all those places where the properties of Maan! are located and take them back. Article 8 | Guarantees, research and complaints, limitation period De by Maan! Goods to be delivered meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and meets the conditions set. Moon! may in that case impose other guarantee and other conditions with regard to the goods to be delivered or work to be carried out. The guarantee referred to in paragraph 1 of this article applies for a period of ……… after delivery, unless the nature of the delivered otherwise arises or the parties have agreed otherwise. If the by Maan! guarantee provided concerns an item that was produced by a third party, then the warranty is limited to that provided by the manufacturer of the item, unless otherwise stated. Any form of warranty lapses if a defect has arisen as a result of or arising from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without written permission from Maan!, the Client or third parties have made or attempted to make changes to the item. other items were attached to it that should not be attached to it or if they were processed or treated in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect was caused by or is the result of circumstances to which Maan! has no influence on it, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc. The Client is obliged to inspect the delivered goods immediately at the time the goods are made available to him or the relevant work has been carried out. The Client must investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported in writing to Maan! within seven days of delivery. to be reported. Any invisible defects must be reported in writing to Maan! immediately, but in any case no later than fourteen days, after discovery thereof. to be reported. The report must contain as detailed a description as possible of the defect, so that Maan! is able to respond appropriately. The Client serves Maan! to give the Client the opportunity to investigate a complaint. If the Client submits a complaint in a timely manner, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the goods otherwise ordered and for which he Maan! has given the order. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation. If it is established that an item is defective and a complaint has been made in this regard in a timely manner, Maan! replace the defective item within a reasonable period after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, at the option of Maan!, or arrange for its repair or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to Maan! to return and the ownership thereof to Maan! to provide, unless Maan! indicates otherwise. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, will be borne by Maan! fallen as a result, will be entirely at the expense of the Client. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client. Notwithstanding the statutory limitation periods, the limitation period is of all claims and defenses against Maan! and the by Maan! Third parties involved in the execution of an agreement, one year. Article 9 | Liability If Moon! should be liable, this liability is limited to what is regulated in this provision.Moon! is not liable for damage of any kind caused by Maan! is based on incorrect and/or incomplete information provided by or on behalf of the Client. If Maan! should be liable for any damage, then the liability of Maan! limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates. The liability of Maan! is in any case always limited to the amount of the payment from its insurer in the appropriate case.Moon! is only liable for direct damage. Direct damage only means the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to poor performance from Maan! to comply with the agreement, insofar as this is due to Maan! attributable and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Moon! is never liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Maan! or his managerial subordinates. Article 10 | Indemnification The Client indemnifies Maan! for any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Maan! attributable. If Moon! should be held liable by third parties for this reason, the Client is obliged to Maan! to assist both outside and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Maan! is entitled to do so itself without notice of default. All costs and damage on Maan's side! and third parties arising as a result, are entirely at the expense and risk of the Client. Article 11 | Intellectual property Moon! reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. Moon! has the right to use the knowledge acquired through the execution of an agreement for other purposes, as long as no strictly confidential information of the Client is made known to third parties. Article 12 | Applicable law and disputes All legal relationships involving Maan! is a party, only Dutch law applies, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded. The court in the place of business of Maan! has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Maan! the right to submit the dispute to the competent court according to the law. Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement. Article 13 | Location and changes to the terms and conditions The most recently filed version or the version that applied at the time the legal relationship with Maan was established always applies! The Dutch text of the general terms and conditions always determines their interpretation.