General Terms and Conditions Light International B.V.
Article 1 Applicability
1.1. These General Terms and Conditions are applicable to all agreements to be concluded by Light International B.V. with its Clients and the legal obligations deriving therefrom.
1.2. Agreements or stipulations deviating from these General Terms and Conditions are only valid to the extent that Parties explicitly have agreed so in writing.
1.3. If a stipulation from these General Terms and Conditions is in contradiction with a stipulation from the concluded agreement then what has been set forth in the agreement shall prevail.
1.4. If any stipulation from these General Terms and Conditions is invalid or is being invalidated, then the invalid or invalidated stipulation will be deemed to be converted in a valid stipulation, and so that the content thereof as much as possible is in line with the purpose and the tenor of the invalid or invalidated stipulation and of which it is obvious that Light International B.V. would have included this converted stipulation in the General Terms and Conditions if it had been aware of the invalidity of the invalidated stipulation.
1.5. Light International B.V. rejects the general terms and conditions of the Client, under whichever name, unless explicitly agreed differently in writing.
1.6. These General Terms and Conditions have been filed at the Chamber of Commerce (Kamer van Koophandel) in Alkmaar on. 07-12-2011 and replace explicitly the general terms of trade of Light International file at the Chamber of Commerce in Amsterdam on 10/06/1996.
Article 2 Offers
2.1 All offers of Light International B.V. are non-binding, unless explicitly agreed differently in writing.
2.2 If Light International B.V. despite the absence of a signed offer or order confirmation makes a start with the execution of its activities, then those activities are deemed to have taken place on the basis of the sent but not signed offer of order confirmation with the application of these General Terms and Conditions.
2.3 All images, drawings and data concerning weight, colour, dimensions, etc included (or referred to) by Light International B.V. in brochures or offers, are only by approximation and can never give cause to protest or for compensation of damages.
2.4 The prices mentioned in the offer of order confirmation are based on the costs at the moment of the offer. All taxes, levies, import duties, costs of transport, that wherever, whenever and for whatever reason might be due by Light International B.V., are for the account of the Client, unless explicitly agreed differently in writing.
2.5 In case the cost price of the goods after the offer or order confirmation by whichever cause has increased, then we reserve the right to charge on this cost price increase to the Client.
2.6 Irrespective of the general applicability of article 2.5, what has been stipulated there especially regarding the application on changes of import duties and other duties and taxes and on changes in the exchange rate of the Dutch versus foreign currencies in which Light International B.V. have purchased the goods.
Article 3 extra and/or less work
3.1 If the Client after commissioning the order requests further changes in the execution thereof, then Client is required to bring these changes timely and in writing to the knowledge of Light International B.V.
3.2 Light International B.V. will confirm the consequences of the changes for the price of the accepted work in writing to Client.
Article 4 Execution of the work
4.1 Light International B.V. executes its activities with the most care and shall take at the execution of the activities precautionary measures to prevent damage. If the activities are being executed on location, then the Client needs to ensure that there are sufficient means available to take sufficient precautionary measures. Also Client needs to arrange for facilities and provisions, so that Light International B.V. can execute its activities without disturbance, as set forth in the Dutch law Arbowet and on the basis of provisions prescribed by other regulations.
4.2 The Client will arrange for the possibly required permits, with the exception of the permits that Light International B.V. are lawfully required to have in order to be allowed to execute the activities.
4.3 If Light International B.V. have to arrange for these facilities or provisions by itself, then the costs thereof may be charged onward to Client. Also the required extra time which Light International B.V. spends to these means are for the account of Client.
4.4 If partial or full assembly has been agreed, the Client is required to arrange for the disembarking of the goods and for a proper protection thereof from the moment of the delivery.
4.5.1 All the material of Light International B.V., whether or not connected with other goods on the working area or workshop is solely for the risk of the Client. Light International B.V. is entitled to a full compensation for the destroyed, damaged, lost or stolen material. The costs of all repair activities or the renewed placement of any part of the goods will be charged to the Client.
4.5.2 If the activities are being executed on location, Client will vouchsafe the safety of the working space, in conformity to the stipulations set forth by the wet law. Should the law at the time of the activities be subject to change, then Client is obliged to take commensurate measures. Light International B.V. is never liable for damage arisen for not having met or being able to meet with safety requirements.
4.5.3 If (an employee of) Light International B.V. suffers damage as a consequence of the unsafeness of the place where the activities are being executed, then the Client is liable therefore towards the employee who suffers the damage and towards Light International B.V. and liable to pay compensation for that damage.
4.6 If an employee of Light International B.V. suffers damage as a consequence of the unsafeness of the place where the activities are being executed and this employee holds Light International B.V. liable for that, then the Client will safeguard Light International B.V. fully for that matter.
Article 5 Delivery
5.1 Possible delivery terms are by approximation. Although Light International B.V. strives to comply precisely with agreed delivery terms, these terms cannot be regarded as fatal terms. Light International B.V. will only get into default after Client has summoned it in writing to delivery of the accepted work, whereby Client shall grant Light International B.V. a reasonable term of at least 3 weeks for the compliance after all.
5.2 Exceeding of delivery terms will never give Client a right to compensation for damages.
5.3 Unless agreed differently the goods sold by Light International B.V. will be delivered ex warehouse and the transport is for the account of and risk of the Client.
5.4 Free of charge delivery within the Netherlands takes place upon a net invoice value of more than € 500.00 exclusive of VAT. Also if free of charge delivery is agreed, the goods and the packaging thereof are for the account of and risk of the Client as soon as the loading in Purmerend starts. If the Client has not designated a way of transport, then Light International B.V. will choose the way of transport most suitable in its opinion. If such is requested explicitly and timely by the Client, then Light International B.V. will insure the goods for the expense of the Client against transport and other damage for the time period between the day of risk transfer to the Client and the day that the goods come into the actual control of the Client.
5.5 If the Client for any reason does not accept the goods on delivery, then Light International B.V. has the right to store these goods for the account of the Client wherever suitable and to insure them. If the goods have not been received within two months after the down payment of the delivery, then Light International B.V. will be authorized to dissolve the agreement without intervention of the courts by a single notification to the Client, to sell off the goods or to repossess them. In such cases the Client is liable to compensate the missed profit, as well as all other damage.
5.6 Delivery on call of goods is solely possible, if such has been agreed in writing. Orders on call have a maximum duration of ½ a year after the date of the conclusion in writing of the agreement and are required to be taken off before the date set in the order, unless agreed differently in writing. Orders on call that are not stated in writing before two weeks from the call date to Light International B.V., shall automatically result in the date of call becoming the delivery date. If changes are not reported within two weeks from the call date, then Light International B.V. is authorized to charge storage costs and loss of interest.
5.7 The work is regarded as being delivered:
- either when Light International B.V. has notified Client that the work has been completed and that he has approved or accepted the work;
- either when no more than 5 days have passed after Light International B.V. has notified Client that the work has been completed and that he has omitted to protest against the delivery within that period.
5.8 Although Light International B.V. to the best of its abilities will make an effort to achieve the objective envisaged by the Client, can it not vouchsafe the realization of the objective envisaged by the Client?
Article 6 Guarantee and Protest
6.1 The goods or parts thereof delivered by Light International B.V. purchased elsewhere are subject to no other guarantee than that which Light International B.V. has stipulated with the concerned suppliers.
6.2 This guarantee shall not apply if:
A. the Client is in default towards Light International B.V.;
B. the goods have been subjected to abnormal circumstances or serious pollution or otherwise are treated carelessly in violation of the instructions of use;
C. the Client has not protested within 8 days after receipt of the goods in writing;
6.3 Client cannot claim anymore under a defect in the performance, if the Client has not protested within 14 days after he discovered or reasonably should have discovered the defect in writing to Light International B.V...
6.4 The Client will provide all cooperation required by Light International B.V. for examination of the complaint, among others by enabling Light International B.V. to execute an investigation on the location into the quality of the delivered performance.
6.5 If Light International B.V. deems a defect in the delivered performance to be proven, then it will have the option to either redeliver that performance free of charge, or to grant the Client a discount to be determined in mutual consultation on the amount of the invoice.
Article 7 Payment
7.1 All processes mentioned by Light International B.V. (in the offer) are exclusive of VAT, unless the contrary is explicitly proven.
7.2 Invoices to Client need to be paid within 30 days after the date of invoices sent by Light International B.V., unless agreed differently in writing.
7.3 Payment should take place without any right to set-off, compensation and/or in any other way however it is named.
7.4 If Client has not timely paid the due amount to Light International B.V., then Client is in default. During the time that Client is in default, Light International B.V. is authorized to claim an interest for delay of 1.5 % per month.
7.5 After Client has come into default, Light International B.V. is authorized to proceed to collection without further notification of default for the due amount. All related out-of-court and court costs are for the account of Client. The out-of-court costs amount to at least 15% of the due amount with a minimum of € 250.
7.6 If Light International B.V. has grounds to fear that Client shall not be able to comply with his obligation(s), then it is authorized to request surety for the payment of its invoices. If Client omits to put the desired surety, then Light International B.V. is authorized to suspend the delivery of the goods or its activities or to dissolve the agreement.
Article 8 Intellectual property and retention of ownership
8.1 The Client commits to use the delivered designs and product only for his own use and not to make these available in whichever way either against a fee or for free to third parties.
8.2 All rights of an intellectual nature, such as copyright, with regard to the designs, products, way of working, advices etc. coming from Light International B.V. become and will both during the execution of the order as thereafter explicitly and exclusively the inalienable property of Light International B.V., the one and the other irrespective of the part in the creation of the designs, products, way of working, advices etc. by the Client himself or employed third parties. The exercise of these rights – publication or transfer of data therein included – is both during and after execution of the order explicitly and exclusively reserved for Light International B.V.
8.3 If the Client acts in violation of this article, then he forfeits a contractual fine immediately payable upon demand of € 50,000 to Light International B.V. notwithstanding the right of Light International B.V. to take recourse on the Client for the actually incurred damage.
8.4 The property of the products delivered by Light International B.V. is explicitly retained until the full purchase price has been paid.
8.5 As long as the goods are the property of Light International B.V., the Client may only process or treat them in his normal execution of his enterprise and he may not sell or encumber them.
Article 9 Suspension and dissolution
9.1 For as long as Client is in default with timely payment of the due amounts with regard to other obligations from the agreement, Light International B.V. is authorized to suspend its activities, without that Light International B.V. can be held liable for possible damage deriving there from.
9.2 If Client defaults in the compliance with any of his obligations, then Light International B.V. is authorized to dissolve the agreement.
9.3 Light International B.V. are furthermore authorized to dissolve the agreement if:
- To the Client a suspension of payment has been granted or an application has been submitted thereto;
- The Client has been declared in a state of bankruptcy or an application thereto has been filed;
- The Dutch law Wet Schuldsanering Natuurlijke Personen has been declared applicable to the Client or an application therefore has been submitted.
9.4 If the agreement is dissolved on the grounds of a shortcoming of Client, then for Client the obligation arises to compensate Light International B.V. for all made and yet to be made costs and possible loss of income.
Article 10 Limitation of liability
10.1 Although Light International B.V. during the execution of its activities pursued the necessary care, it cannot exclude – also in view of the nature of objects to be built in and the treatment of the objects – the occurrence of damage.
10.2 Light International B.V. is only liable to the extent that the damage is the consequence of wilful acts or gross negligence equal to that by itself, its manager and subordinates.
10.3 Light International B.V. is never liable for consequential damage (such as missed profits, or costs of replacement transport) and/or damage to properties of the person of Client and/or third parties caused by the delivery of goods or by the execution of the activities.
10.4 The limitations of the previous sections of this article shall not be applied if Client demonstrates that the damage is the consequence or wilful intent or gross negligence at the side of Light International B.V.
10.5 The access to the work shop of Light International B.V. takes place at one’s own account and risk. Hereunder falls also the entry and exit from the work shop. Light International B.V. is never liable for damage as a consequence of the entering of the work shop of Light International B.V.
10.6 Light International B.V. is not obliged to pay any damage if there is an instance of Force Majeure. In case of Force Majeure Light International B.V. is authorized without intervention of the court to dissolve the agreement with the Client in its entirety or in part or to suspend the execution thereof in its entirety or in part. Under Force Majeure is in any case understood strike, occupation of the enterprise, seizure shortage of raw materials, semi-products, accessory goods and/or energy, entire or partial default by third parties from whom goods should be received, illness of employees of Light International B.V., breakdown of vehicles and more than usual traffic hinder so that Light International B.V. cannot arrive in time on a location.