General Terms and Conditions
Twan & Twan Exclusive Interiors B.V.
5405 BA Uden
BTW nummer: NL8553.42.572.B01
Twan & Twan Exclusive Interiors B.V. is referred to as contractor in these general conditions.
Contractor’s counterparty is referred to as client in these general conditions.
Article2: Intellectual property
Unless agreed upon otherwise in writing, contractor retains all intellectual absolute rights (including copyright, patent rights, trademark right, drawings and design rights etc.) on all its designs, drawings, writings, carriers of information or other information, quotations, images, sketches, models, scale models etc.
The abovementioned intellectual absolute rights cannot be copied without contractor’s written permission, be shown to third parties and/or be published or used in any other manner.
The client is obliged to observe secrecy regarding any confidential information made available to client by contractor. Confidential information includes that information to which this article refers as well as any business information. The client is obliged to enforce a duty of confidentiality in line with this regulation to its personnel and/or third parties involved in the execution of this agreement.
Article3: Execution of activities
Contractor may hire third parties for the execution of the agreed upon activities.
Client is responsible for allowing the contractor to commence the assignment in a timely manner.
Article4: Retention of title and lien
Any goods present at contractor and any delivered goods and components remain property of contractor until client has paid the agreed upon sum in full. Until then, contractor may appeal to retention of title and withdraw the goods.
In the event that the agreed upon advance payment is not or not timely paid, contractor is entitled to suspend activities until the agreed upon sum is fulfilled. In this case, the creditors are in default. A late delivery cannot be held against contractor.
In the event that goods have not yet been delivered while the agreed upon advance payment or fees have not been met in accordance with the agreement, contractor has retention of title. The good will not be delivered until payment has been made fully conform the agreement.
In the event of liquidation, insolvency or moratorium of payment of the client, the obligations of the client will be redeemable at once.
Article5: Cancellation of assignment
The client is free to terminate the assignment commissioned to contractor at any moment.
In the event that client cancels the assignment, client is obligated to compensate any payable wages and expenditure incurred by contractor.
Article6: Payment and default
Once contractor has fulfilled its obligations, the agreed upon sum is redeemable immediately from client.
In the event that client is in default, client is payable legal ((commercial) interest, extrajudicial collection fees and other damages.
The extrajudicial collection fees for clients that are not consumers are 15% of the agreed upon price. For clients that are not consumers, the legal commercial interest as mentioned in 6:119a of the Dutch Civil Code is charged. In case of consumers, the commercial interest as mentioned in article 6:119 of the Dutch Civil Code is charged.
In the event that it is agreed upon that the contractor works based on subsequent calculation, the contractor will send interim invoices in proportion to the progress with a specification of the costs at that time. The final invoice contains all costs. This final invoice should be paid upon completion at the latest, unless agreed upon otherwise.
Article7: Waiver for liability for damages
Insofar legally permitted, the liability of seller for damages caused by defects in the delivered is limited to the nett invoice sum of the delivered, unless consequences of this liability for buyer are demonstrably excessively damaging. In that case, contractor is liable insofar the insurance covers any damages.
The seller is never liable for indirect damages, including damage to third parties or loss of profit, unless consequences of this liability for buyer are demonstrably unreasonably damaging. In that case, contractor is liable insofar the insurance covers any damages.
Article8: Delivery and passing of risk
Clientis informed once the activities are complete, after which deliverytakes place. Client signs the delivery note, after which the goodsare delivered and assembled if necessary. From the moment of signingthe delivery note, risk is passed from contractor to client.
Withdue observance of the agreed upon provisions regarding inspectionmethods, the client has the right to inspect the product or theproduction method or to have these inspected. In the event ofinspection, the costs for the inspection are at the expense of theclient. Unless agreed upon otherwise, the inspection takes place atthe factory of the contractor.
Claims regarding damages, faults or loss of the delivered goods should be submitted to contractor in writing within three working days after the day of delivery of the goods.
If the claim is declared well-founded within the set period, contractor is entitled to either repair or redeliver or to refrain from delivery and to credit client for that portion of the purchase price. Once the term for claims has lapsed, contractor cannot be held to proceed with repairs or other activities.
Minor and/or industry-permissible or technical deviations and variations in quality, quantity, dimensions or finishing cannot be held against contractor. Complaints regarding a certain product do not influence other products or components that fall under the same agreement. After client has processed the goods, no claims are accepted by contractor.
Article11: Force majeure
Contractor is not liable for damages incurred by client if the contractor cannot, cannot timely or cannot reasonably meet the obligations resulting from the agreement due to force majeure.
Force majeure includes any circumstance which contractor could not take into account at the time of entering the agreement and as a result of which normal execution of the agreement cannot be reasonably expected by client, such as illness, war, threat of war, civil war and riots, acts of war, sabotage, power breakdown, floods, earthquake, fire, sit-down strike, strike, lockout, altered governmental measures, difficulties of transport and other disturbances in the activities of contractor.
Additionally, force majeure includes the circumstance that supply companies on which contractor depends for the execution of the agreement do not fulfil their contractual obligations towards contractor, unless such is the fault of contractor.
In the event of force majeure, contractor is entitled to alter the delivery terms and/or completion and to cancel the agreement with immediate effect in the case that delivery and /or completion is impossible or excessively onerous, such without legal intervention or becoming liable to pay damages.
In the case that force majeure lasts longer than three months, client has the right to dissolve the agreement with immediate effect by means of a registered letter.
In the event that delivery and/or completion is still requested but results in an increase in costs, then these costs are at the expense of the client.
After cancellation of the agreement, contractor is entitled to compensation for any costs incurred or activities performed insofar they were for the benefit of the client.
Article12: Applicable law
Dutch law is applicable to the agreements with contractor. The Dutch court is authorized.
Should one or more provisions be deemed excessively onerous in a legal procedure, then the other provisions remain in full effect.