article 1. General
- These terms and conditions apply to every offer, quotation and agreement between Baas & Baas Online Media & Baas & Baas Online Marketing, hereinafter referred to as: “Baas & Baas”, and a Client to which Baas & Baas has declared these terms and conditions applicable and insofar as these terms and conditions apply. not expressly deviated from in writing by the parties.
- These terms and conditions also apply to agreements with Baas & Baas, for the implementation of which Baas & Baas must involve third parties.
- These general terms and conditions apply to both Baas & Baas employees and its management.
- The applicability of any purchase or other conditions of the Client is explicitly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be destroyed, the other provisions in these general terms and conditions will remain fully applicable. Baas & Baas and the Client will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby the purpose and purport of the original provisions are taken into account as much as possible.
- If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation 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 the spirit of these general terms and conditions.
- If Baas & Baas does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Baas & Baas would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
article 2. Quotations and offers
- All quotations and offers from Baas & Baas 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 in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
- Baas & Baas 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 clerical error.
- 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, shipping and administration costs, unless stated otherwise.
- If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Baas & Baas is not bound by it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless Baas & Baas indicates otherwise.
- A composite quotation does not oblige Baas & Baas to perform 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, implementation and amendment of the agreement; price increase
- The agreement between Baas & Baas and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
- If a term has been agreed or stated for the performance of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give Baas & Baas written notice of default. Baas & Baas must be offered a reasonable term to still execute the agreement.
- Baas & Baas will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art at that time.
- Baas & Baas has the right to have certain activities performed by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 BW is expressly excluded.
- If work is carried out by Baas & Baas or third parties engaged by Baas & Baas in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
- Delivery takes place ex Baas & Baas company. The Client is obliged to purchase the goods when they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Baas & Baas is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation transfers to the Client at the moment when items are available to the Client.
- Baas & Baas is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- If the agreement is executed in phases, Baas & Baas can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
- The Client will ensure that all information, of which Baas & Baas indicates that it is necessary or of which the Client should reasonably understand that it is necessary for the execution of the agreement, is provided to Baas & Baas in a timely manner. If the information required for the execution of the agreement is not provided to Baas & Baas in time, Baas & Baas has the right to suspend the execution of the agreement and / or to charge the additional costs resulting from the delay to the Client according to the then usual rates. bring. The implementation period does not commence until the Client has made the data available to Baas & Baas. Baas & Baas is not liable for damage, of whatever nature, because Baas & Baas relied on incorrect and / or incomplete information provided by the Client.
- If during the execution of the agreement it appears that it is necessary for a proper execution thereof to change or supplement it, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client, of the competent authorities, et cetera, is changed and the agreement is changed in terms of quality and / or quantity as a result, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Baas & Baas will provide a quotation of this in advance as much as possible. The originally stated term of execution may also be changed by an amendment to the agreement. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is amended, including an addition, Baas & Baas is entitled to implement it only after approval has been given by the person authorized within Baas & Baas and the Client has agreed to the price and other conditions stated for the implementation, including including the then to be determined time when it will be implemented. Not or not immediately executing the amended agreement does not constitute default on the part of Baas & Baas and is not a ground for the Client to terminate or cancel the agreement.
- Without being in default, Baas & Baas can refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context.
- If the Client should be in default in the proper fulfillment of that which he is obliged to do towards Baas & Baas, the Client is liable for all damage on the part of Baas & Baas caused directly or indirectly as a result.
- If Baas & Baas agrees a fixed fee or fixed price with the Client, Baas & Baas is nevertheless entitled at all times to increase this fee or this price without the Client being entitled to terminate the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, only the Client who can rely on Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to the agreement by dissolving a written statement, unless Baas & Baas
- is then still willing to execute the agreement on the basis of what was originally agreed;
- if the price increase arises from a power or an obligation resting on Baas & Baas under the law;
- if it is stipulated that the 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 is stipulated that the delivery will take place more than three months after the purchase.
article 4 Suspension, dissolution and early termination of the agreement
- Baas & Baas is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely fulfill the obligations under the agreement, after the agreement has been concluded, circumstances that have become known to Baas & Baas give good grounds to fear. that the Client will not fulfill its obligations, if the Client is requested to provide security for the fulfillment of its obligations under the agreement when the agreement is concluded and this security is not provided or is insufficient or if due to the delay on the part of the The client can no longer be expected from Baas & Baas to fulfill the agreement under the originally agreed conditions.
- Furthermore, Baas & Baas is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Baas & Baas. .
- If the agreement is dissolved, the claims of Baas & Baas on the Client are immediately due and payable. If Baas & Baas suspends compliance with the obligations, it will retain its claims under the law and agreement.
- If Baas & Baas proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs incurred in any way as a result.
- If the dissolution is attributable to the Client, Baas & Baas is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
- If the Client does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, Baas & Baas is entitled to dissolve 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, but is obliged to pay compensation or compensation.
- If the agreement is terminated prematurely by Baas & Baas, Baas & Baas will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for Baas & Baas, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Baas & Baas indicates otherwise.
- In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the Client, of debt rescheduling or any other circumstance whereby the Client is no longer free has access to its assets, Baas & Baas 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. The claims of Baas & Baas on the Client are in that case immediately due and payable.
- If the Client cancels a placed order in whole or in part, the activities that were performed and the items ordered or prepared for this, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged to the Client.
article 5 Force majeure
- Baas & Baas is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not for its account by law, a legal act or generally accepted views.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, on which Baas & Baas cannot exert influence, but as a result of which Baas & Baas is unable to fulfill its obligations. . Baas & Baas also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after Baas & Baas should have fulfilled its obligation.
- Baas & Baas can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than one month, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
- Insofar as Baas & Baas has already partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the commencement of force majeure, and the part that has been fulfilled or still to be fulfilled respectively has independent value, Baas & Baas is entitled to separate the part already fulfilled or to be fulfilled respectively. to invoice. 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 14 days of the invoice date, in a manner to be indicated by Baas & Baas in the currency in which the invoice is made, unless stated otherwise by Baas & Baas in writing. Baas & Baas is entitled to invoice periodically.
- If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client then owes an interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the due amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- Baas & Baas has the right to have the payments made by the Client stretch in the first place to deduct the costs, then to deduct the interest that has become due and finally to deduct the principal sum and the current interest. Baas & Baas can, without being in default as a result, refuse an offer for payment if the Client indicates a different order for the allocation of the payment. Baas & Baas can refuse full payment of the principal sum if the interest and collection costs that have become due and accrued are not also paid.
- The Client is never entitled to set off the amount owed by him to Baas & Baas. Objections to the amount of an invoice do not suspend the payment obligation. The Client who cannot rely on Section 6.5.3 (Articles 231 to 247 Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Baas & Baas has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
article 7 Retention of title
- The goods delivered by Baas & Baas within the framework of the agreement remain the property of Baas & Baas until the Client has properly fulfilled all obligations under the agreement (s) concluded with Baas & Baas.
- The goods delivered by Baas & Baas that fall under the retention of title pursuant to 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 that which falls under the retention of title.
- The Client must always do everything that may reasonably be expected of him to safeguard the property rights of Baas & Baas. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately notify Baas & Baas thereof.
article 8 Guarantees, research and complaints, limitation period
- The goods to be delivered by Baas & Baas meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Client must verify itself whether the use thereof is suitable for use there and meet the conditions set for it. In that case, Baas & Baas may impose other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
- The guarantee referred to in paragraph 1 of this article applies for a period of two weeks after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by Baas & Baas concerns a good that was produced by a third party, then the guarantee is limited to that provided by the producer of the good, unless stated otherwise.
- Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties if, without written permission from Baas & Baas, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached or if these have been processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond Baas & Baas' control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
- The Client is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In doing so, the Client should investigate whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported to Baas & Baas in writing within seven days of delivery. Any invisible defects must be reported to Baas & Baas in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that Baas & Baas is able to respond adequately. The Client must give Baas & Baas the opportunity to investigate a complaint or have it investigated.
- If the Client makes a timely complaint, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the other items ordered and for which it has instructed Baas & Baas.
- If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
- If it is established that an item is defective and a timely complaint has been lodged, Baas & Baas will notify the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notice of the defect by the Client, at the discretion of Baas & Baas, replace it or arrange for its repair or pay a replacement fee for it to the Client. In the event of replacement, the Client is obliged to return the replaced good to Baas & Baas and to transfer ownership thereof to Baas & Baas, unless Baas & Baas indicates otherwise.
- If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs, incurred by Baas & Baas as a result, will be fully borne by the Client.
- After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Baas & Baas and the third parties involved by Baas & Baas in the performance of an agreement is one year.
article 9 Liability
- If Baas & Baas should be liable, this liability is limited to what is regulated in this provision.
- Baas & Baas is not liable for damage, of whatever nature, caused by Baas & Baas relying on incorrect and / or incomplete information provided by or on behalf of the Client.
- If Baas & Baas should be liable for any damage, then the liability of Baas & Baas is limited to a maximum of once the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of Baas & Baas is in any case always limited to the amount paid out by its insurer, where appropriate.
- Baas & Baas is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure Baas & Baas' defective performance in the agreement. answered, insofar as these can be attributed to Baas & Baas and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limitation of direct damage as referred to in these general terms and conditions. Baas & Baas is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
- 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 Baas & Baas or its managerial subordinates.
article 10 Indemnity
- The Client indemnifies Baas & Baas against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to others than Baas & Baas. If Baas & Baas should be sued by third parties on that basis, the Client is obliged to assist Baas & Baas both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Baas & Baas is entitled to do so itself without notice of default. All costs and damage on the part of Baas & Baas and third parties that arise as a result, are fully for the account and risk of the Client.
Article 11 Intellectual property
- Baas & Baas reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. Baas & Baas has the right to use the knowledge gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.
article 12 Applicable law and disputes
- All legal relationships to which Baas & Baas is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The judge in the place of business of Baas & Baas has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Baas & Baas has the right to submit the dispute to the competent court according to the law.
- The parties will appeal to the courts after they have made every effort to settle a dispute in mutual consultation.