General Terms and Conditions - Feedbacksmiley HappyOrNot

General terms and conditions

Article 1. General

These terms and conditions apply to every offer, quotation and agreement between Bee-

Line, hereinafter to be referred to as: “User”, and a Counterparty to which the User has submitted these terms and conditions.

the parties have declared these conditions to be applicable, to the extent that the parties have not expressly and explicitly agreed to them.

has been deviated from in writing.

The present terms and conditions also apply to agreements with the User,

for the execution of which the User must involve third parties.

These general terms and conditions have also been written for the User’s employees and are

management.

The applicability of any purchase or other terms and conditions of the Other Party will be assessed on a case-by-case basis.

expressly rejected.

If one or more of the provisions of these general terms and conditions are, at any time, wholly or partially inapplicable.

If the goods are partially null and void or if they are destroyed, the remainder of these general terms and conditions shall continue to apply to them.

The provisions of this Article shall apply in full. The User and the Other Party will then be able to make use of the

consult with a view to introducing new provisions to replace the invalid or annulled provisions

to agree, as far as possible, on the purpose and purport of the original

The Commission shall be empowered to adopt delegated acts in accordance with the regulatory procedure with scrutiny referred to in Article 3(2)(b).

If there is any uncertainty regarding the interpretation of one or more of the provisions of these general terms and conditions, the

then the interpretation should 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 should be assessed in the spirit of these general conditions.

If the User does not always require strict compliance with these terms and conditions, this does not mean that the User is not entitled to any compensation.

provisions thereof do not apply, or that the User would have the right to any degree.

to ensure, in other cases, strict compliance with the provisions of these terms and conditions.

desire.

Article 2 Quotations and offers

1 All offers and quotations of the User are free of obligation, unless in the offer a term for

acceptance has been made. An offer or quotation shall lapse if the product on which the offer or the offer is based

offer in the meantime is no longer available.

2 The User cannot be held to his quotations or offers if the Other Party

can reasonably understand that the quotations or offers, or a part thereof, can be regarded as an

contains a manifest error or error of transcription.

3 The prices mentioned in an offer or quotation are exclusive of VAT and other levies of

government, any costs to be incurred within the framework of the agreement, including

travel and accommodation, shipping and administration costs, unless otherwise indicated.

4 If the acceptance (whether or not on subordinate points) differs from the one in the offer or the

offer included in the offer, the User will not be bound by it. The agreement is

or not in accordance with this deviating acceptance, unless the User indicates otherwise.

5 A compound quotation does not oblige the User to carry out part of the

The client is entitled to receive an order for a corresponding part of the quoted price. Offers or quotations apply

not automatically for future orders.

Article 3 Contract duration; delivery periods, execution and modification of the agreement

The agreement between the User and the Other Party is entered into for an indefinite period of time, unless

the nature of the agreement dictates otherwise or if the parties expressly agree in writing that

…or agree otherwise.

For the completion of certain work or for the delivery of certain goods is a

If the Client has agreed or stated a term, this will never be a strict deadline. If the

The Other Party must therefore give the User written notice of default for a period of time. The User must

to be given a reasonable period of time in which to still implement the

agreement.

If the User requires information from the Other Party for the execution of the agreement,

the term of execution does not commence until after the Other Party has submitted it correctly and completely to the Supplier.

User has made available.

Delivery takes place ex works of the User. The Other Party is obliged to take delivery of the goods at the

as soon as these are made available to him. If the Other Party refuses to take delivery or

is negligent in providing information or instructions necessary for the delivery, is

The User is entitled to store the goods at the expense and risk of the Other Party.

The User is entitled to have certain work carried out by third parties.
The User will be entitled to execute the agreement in different phases and thus to

The part that has been executed must be invoiced separately.

If the agreement is executed in stages, the User can modify the execution of those parts.

which belong to a subsequent stage until the Other Party has received the results of the examination of the

The Commission shall be empowered to adopt the delegated act in accordance with the procedure referred to in Article 3(2)(c).

If, during the execution of the agreement, it appears that, in order to ensure a proper execution, it is necessary to

If it is necessary to change or supplement it, then the parties will timely and mutually agree on the following

(b) to amend the Agreement in the light of consultations. If the nature, scope or content of the

agreement, whether or not at the request or instruction of the Other Party, of the competent authorities

et cetera, is amended and as a result the agreement is qualitatively and / or quantitatively amended.

If a change is made, it may also have consequences for what was originally

was agreed. As a result, the originally agreed amount may be increased.

or lowered. The User shall, as far as possible, submit a quotation in advance. By a change

the contract may also be executed within the period originally specified.

amended. The Other Party accepts the possibility of amending the agreement, including the following

The price and term of execution of the order shall be understood to include the change in price and term of execution.

If the agreement is amended, including a supplement, the User shall be deemed to be

The Supplier is entitled to only carry out this work after approval has been given by the Supplier.

User authorized person and the Other Party has agreed to the execution of the agreement.

and other conditions, including the time to be determined at that point in time at which

will be implemented. Not or not immediately implementing the amended

The agreement does not constitute a breach of contract by the User and does not constitute a ground for the Other Party either.

to cancel the agreement. Without being in default, the User may terminate a contract with a third party.

refuse the request for amendment of the agreement, if this is qualitatively and / or quantitatively

the work to be carried out in that context, for example, could be affected by this aspect

or goods to be delivered.

If the Other Party should be in default in the proper fulfilment of the obligations to which it has committed itself.

If the Other Party is liable to the User, the Other Party will be liable for all damage (including any damage to the goods).

costs) on the part of the User as a direct or indirect result of this.

If the User and the Other Party agree on a fixed price, the User shall nevertheless be liable for the costs incurred by the Other Party.

The Other Party is at all times entitled to increase this price, without the Other Party being entitled in that case to increase the price.

is to dissolve the agreement for that reason, if the increase in price results from

a power or obligation under the law or regulations or its cause is in an increase

of the price of raw materials, wages, etc., or on other grounds which, at the time of entry into force of the Agreement, were not taken into account.

The Committee is of the opinion that the agreement was not reasonably foreseeable.

If the price increase other than as a result of an amendment to the agreement amounts to more than the following

10% and takes place within three months after the conclusion of the agreement, then exclusively

the Other Party who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code may invoke the

agreement by means of a written statement, unless the User is still prepared to do so.

to perform the agreement on the basis of what was originally agreed, or if the

price increase ensues from a power or an obligation incumbent on the User pursuant to

by law or if it is stipulated that the delivery will take place more than three months after the purchase

take place.

Article 4 Suspension, dissolution and premature cancellation of the agreement

User is entitled to suspend the fulfilment of the obligations or to terminate the agreement.

if you do:

– the Other Party does not fulfil its obligations under the agreement, or does not fulfil them in full or on time;

– After the conclusion of the agreement, the User becomes aware of circumstances that are well-founded.

The Other Party will not fulfil its obligations;

– When the agreement was concluded, the Other Party was requested to provide security for the

The Client shall be liable for any loss or damage suffered by the Client as a result of the failure to comply with his obligations under the agreement, and this security shall not be provided or shall be insufficient;

– If, as a result of the delay on the part of the Other Party, the User can no longer be held liable for any loss or damage suffered by the Other Party, the Other Party shall be entitled to terminate the agreement with the User.

has been required to fulfil the agreement on the originally agreed terms and conditions, is

User is entitled to dissolve the agreement.

In addition, the User is entitled to dissolve the agreement if circumstances arise.

which are of such a nature that fulfilment of the agreement is impossible or if there are

otherwise circumstances arise which are of such a nature that the unaltered maintenance of

the agreement cannot reasonably be demanded of the User.

If the agreement is dissolved, the User’s claims on the Other Party are as follows

immediately due and payable. If the User suspends the fulfilment of his obligations, he shall retain

are claims from the law and the agreement.

If the User suspends or dissolves the agreement, he shall in no way be obliged to

compensation for damage and costs incurred as a result in any way.

If the dissolution is attributable to the Other Party, the User will be entitled to compensation of

the damage, including the costs, is caused directly or indirectly by it.

If the Other Party fails to fulfil its obligations arising from the agreement and if it fails to do so, the Other Party is obliged to

If the non-compliance justifies dissolution, the User is entitled to terminate the agreement immediately and without delay.

with immediate effect, without any obligation on his part to pay any of the following amounts

compensation or indemnification, while the Other Party, on account of non-performance, is entitled to up to

damages or compensation is mandatory.

If the agreement is terminated prematurely by the User, the User shall, in consultation with the

The other party shall arrange for the transfer of work still to be carried out to third parties. This

unless the termination is attributable to the Other Party. If the transfer of the

If any of the User’s activities entails additional costs, these will be submitted to the User.

Other party will be charged. The Other Party is obliged to pay these costs within the time limit set for that purpose.

The User is obliged to pay for the period referred to above, unless the User indicates otherwise.

In the event of liquidation, (application for) a suspension of payments or bankruptcy, of

if and in so far as the seizure is not lifted within three months, the seizure shall be charged to the debtor

of the Other Party, of debt rescheduling or any other circumstance as a result of which the Other Party has not been able to

If the User can freely dispose of his assets for a longer period of time, the User is free to use the agreement.

immediately and with immediate effect, or to cancel the order or agreement, without prejudice to the right of the Client to terminate the order or agreement.

any obligation on his part to pay any compensation or indemnification. The

claims of the User against the Other Party will in that case be immediately due and payable.

If the Other Party cancels an order placed in whole or in part, then the relevant

ordered or prepared goods, increased by the possible supply and removal of the goods.

The costs of the delivery thereof and the working time reserved for the execution of the agreement,

The Other Party will be charged in full.

Article 5 Force majeure

The User is not obliged to fulfil any obligation towards the Other Party if he

is prevented from doing so by a circumstance not attributable to negligence; or

on his behalf pursuant to the law, a legal act or generally accepted practice

…is coming.

In these general terms and conditions, force majeure is understood to mean, in addition to the relevant provisions in the general terms and conditions, a situation of force majeure.

The term ‘law and jurisprudence’ shall be understood to mean all external causes, foreseen or unforeseen,

over which the User has no influence, but as a result of which the User is unable to be

to meet their obligations. Strikes in the User’s company or in the company of third parties, including

Got it. User shall also be entitled to invoke force majeure if the circumstance that

(further) prevents performance of the agreement, occurs after the User had his obligation.

…must comply with it.

During the period that the force majeure lasts, the User may refuse to fulfil the obligations arising from the

suspend the agreement. If this period lasts longer than two months, then each of the parties is entitled to suspend the agreement.

parties have the right to dissolve the agreement, without any obligation to pay compensation for damages

to the other party.

To the extent that at the time of the commencement of force majeure, the User’s obligations are those arising from the

agreement has already been partially fulfilled or will be able to fulfil it, and to the

part to be fulfilled or part to be fulfilled is due to independent value, is the User

The Client is entitled to invoice the part already fulfilled or to be fulfilled separately.

The Other Party is obliged to pay this invoice as if it were a separate invoice.

agreement.

Article 6 Payment and collection costs

Payment must be made within 14 days of the invoice date, on a date to be indicated by the User.

The User is entitled to use the method of invoicing in the currency in which the invoice was made, unless the User indicates otherwise in writing.

User is entitled to invoice periodically.

If the Other Party remains in default of timely payment of an invoice, then the Other Party shall be entitled to

in default by operation of law. The Other Party will then owe an interest of 1% per month,

unless the statutory interest is higher, in which case the statutory interest is due. The interest on the

The amount due and payable will be calculated from the moment that the Other Party is in default until the date on which the Other Party is in default.

moment of payment of the full amount due.

The User is entitled to have the payments made by the Other Party apply to the first

the costs, then the accrued interest, and finally

reduction of the principal and accrued interest.

User may, without being in default as a result, refuse an offer of payment, if the

The customer designates a different order for the allocation of the payment. User can

GENERAL TERMS AND CONDITIONS FOR DELIVERY TO NON-CONSUMERS

refuse full repayment of principal, if this does not also mean that the principal amount has become due and payable.

The interest accrued and collection costs will be paid.

The Other Party shall never be entitled to set off the amount owed by it to the User.
Objections to the amount of an invoice do not suspend the payment obligation. The Other Party

who is not entitled to appeal to Section 6.5.3 (Sections 231 through 247 of Book 6 of the Netherlands Civil Code) is also not entitled to appeal to Section 6.5.3.

The Supplier is entitled to suspend payment of an invoice for any other reason.

If the Other Party is in default or in default in the (timely) fulfilment of its obligations, then

all reasonable costs incurred in order to obtain extrajudicial settlement shall be borne by the

Counterparty. The extrajudicial costs are calculated on the basis of the information provided in the

Dutch debt collection practice is common, currently the calculation method according to Rapport

Preliminary work II. However, if the User has incurred higher costs for collection which can reasonably be expected to be paid by the Other Party, the User shall be obliged to pay the costs of such collection.

The actual costs incurred shall be eligible for reimbursement. The

any judicial and enforcement costs incurred will also be charged to the Other Party.

…told. The Other Party shall also owe interest on the collection costs due.

Article 7 Retention of title

All items delivered by the User within the framework of the agreement remain the property of the User.

User until the Other Party has fulfilled all its obligations under the agreement(s) concluded with the User.

has been properly complied with.

Goods delivered by the User which, pursuant to paragraph 1, are subject to retention of title,

may not be resold and may never be used as a means of payment. The

The other party is not authorised to pledge the goods falling under the retention of title, or

in any other way.

The Other Party must always do everything that can reasonably be expected of it in order to

safeguard the User’s property rights.

In the event that third parties seize the goods or rights delivered under retention of title, the User shall be obliged to inform the other party thereof.

If the Other Party wishes to establish or assert a claim on it, then the Other Party is obliged to inform the User thereof.

…immediately.

The Other Party undertakes to insure the goods delivered subject to retention of title and to

keep insured against fire, explosion and water damage as well as against theft and the policy

The User shall be entitled to inspect this insurance at the User’s first request. In the event of any

payment of the insurance, the User is entitled to these tokens. To the extent necessary

The Other Party undertakes to the User in advance to cooperate with the User.

to anything that might be necessary or desirable in that context.

In the event that the User wishes to exercise his property rights referred to in this article, the

Other party in advance unconditional and irrevocable consent to the User and by

User to designate third parties to access all those places where the property of

User and take those items back.

Article 8 Guarantees, investigation and complaints, limitation period

The goods to be delivered by the User shall comply with the customary requirements and standards that apply to them on the day of delivery.

the moment of delivery can reasonably be stated and for which, under normal use, they can be used for

Netherlands are destined.

However, for a number of paging systems referred to, the Other Party may have to submit a request to the

Agency for Telecommunications to apply for a broadcasting licence. The authorisation has a validity

of 5 years and has to be applied for again afterwards.

The corresponding annual costs for the authorisation are approximately €250.

The guarantee referred to in this article applies to items that are

are intended for use within the Netherlands. For use outside the Netherlands, the Other Party must

to verify themselves that their use is suitable for use there and that they comply with the

conditions attached to it. In that case, the User may use other guarantees and other terms and conditions.

The Supplier shall lay down conditions with regard to the goods to be delivered or the work to be carried out.

The guarantee referred to in paragraph 1 of this article applies for a period of six months after delivery,

unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise.

If the guarantee provided by the User relates to an item that has been delivered by a third party

the guarantee is limited to the guarantee provided by the producer of the business.

Any form of guarantee shall lapse if a defect has arisen as a result of or as a result of

results from their injudicious or inappropriate use or use after their expiry date,

incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without

the written consent of the User, the Other Party or third parties to the item has changed

or have attempted to do so, other things have been attached to it which are

should not be attached to them or if they have been processed or processed in a manner other than

the prescribed manner. The Other Party is also not entitled to warranty if the defect

has arisen as a result of or is the result of circumstances beyond the User’s control

The use of the product, including weather conditions (e.g. but not limited to), is not permitted,

extreme rainfall or temperatures) et cetera.

The Other Party is obliged to examine the delivered goods (or have them examined), immediately at the moment that

the cases are made available to him or the work in question is carried out

carried out. In doing so, the Other Party must investigate whether the quality and/or quantity of the

delivered corresponds to what has been agreed and meets the requirements that the parties have set for themselves.

have been agreed in this respect. Any visible defects must be reported within seven days of the date on which they were discovered.

The User must be notified of the delivery in writing. Possible invisible defects must be

immediately, but in any case at the latest within fourteen days after discovery thereof, in writing to

User to be reported. The report must contain as detailed a description as possible of the

defect, so that the User is able to respond adequately. The Other Party must

To give the user the opportunity to investigate a complaint (or have it investigated).

If the Other Party submits a complaint on time, this does not suspend its payment obligation. The Other Party

In that case, the customer also remains obliged to take delivery of and pay for the otherwise ordered goods.

If a defect is reported at a later date, the Other Party will no longer be entitled to any rights.

to repair, replacement or compensation.

If it has been established that a good is defective and a complaint in this respect has been made in good time, then

User the defective item within a reasonable period of time after receipt of the returned item or, if

return is not reasonably possible, written notice regarding the defect by

the Other Party, at the User’s discretion, to replace or ensure the repair thereof, or

The Other Party shall pay the Other Party a replacement fee for this. In case of replacement, the

The Other Party is obliged to return the replaced item to the User and to retain the ownership of the replaced item.

to provide the User with such information, unless the User indicates otherwise.

If it is established that a complaint is unfounded, the costs will be incurred as a result,

including the research costs, on the part of the User as a result, integrally

on behalf of the Other Party.

After expiry of the warranty period, all costs for repair or replacement, including

administration, shipping and call-out costs will be charged to the Other Party.

Contrary to the statutory limitation periods, the limitation period for all claims is

and defences vis-à-vis the User and the User in the execution of an agreement.

third parties involved, one year.

Article 9 Liability

Should the User be liable, this liability will be limited to what is stated in this document.

provision is made.

User is not liable for damage, of whatever nature, caused by the fact that User is

The Other Party is entitled to make use of incorrect and/or incomplete information provided by or on behalf of the Other Party.

If the User should be liable for any damage whatsoever, the liability of the Other Party shall be limited to the amount of the damage.

User limited to a maximum of one time the invoice value of the order, or at least to that part.

of the order to which the liability relates.

The User’s liability shall in any case always be limited to the amount of the payment of

his insurer, if any.

The user is only liable for direct damage.
Direct damage shall exclusively be understood to mean the reasonable costs incurred in determining the cause of the damage.

and the extent of the damage, in so far as the determination relates to damage within the meaning of

these conditions, any reasonable costs incurred in order to reduce the defective performance of the

User to comply with the agreement, to the extent that it is submitted to User

The costs incurred to prevent or limit the damage can be attributed to and reasonable costs incurred to prevent or limit the damage,

insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage

as referred to in these general terms and conditions.

User is never liable for indirect damage, including consequential damage,

lost profits, lost savings and damage due to business stagnation.

The limitations of liability set out in this article shall not apply if the damage is caused by the

is due to intent or gross negligence on the part of the User or its managerial subordinates.

Article 10 Transfer of risk

The risk of loss, damage or depreciation is transferred to the Other Party to the

moment at which goods to the Other Party are brought under the control of the Other Party.

Article 11 Indemnification

The Other Party shall indemnify the User against any claims by third parties, which may be made in connection with the

performance of the agreement and the cause of which is damage other than to

User is accountable.

If the User should be held liable by third parties on that account, the Other Party shall be entitled to

obliged to assist the User both extrajudicially and in court and to immediately do all that is required of the User.

in which case he can be expected. Should the Other Party fail to take the following measures

adequate measures, then the User will be entitled, without notice of default, to take the necessary measures himself.

…go. All costs and damage incurred by the User and third parties as a result of this shall be borne by the User.

The Other Party shall bear all costs and risks involved.

Article 12 Intellectual property

The User reserves the rights and powers vested in him on the basis of the

The Committee is of the opinion that the implementation of an agreement on its part has increased knowledge for other purposes as well, and that it should not be used for other purposes.

insofar as this does not involve any strictly confidential information of the Other Party to the knowledge of

third parties.

Article 13 Applicable law and disputes

All legal relationships to which the User is a party shall be governed exclusively by the laws of the Netherlands.

application, even if an obligation is wholly or partly performed abroad

(c) the party to the dispute is domiciled in a Member State other than that in which it was given, or if the party to the dispute is domiciled in that Member State. The

The applicability of the Vienna Sales Convention is excluded.

The court in the User’s place of business shall have exclusive jurisdiction to hear disputes.

unless the law compulsorily requires otherwise. Nevertheless, the User is entitled to terminate the dispute.

to the competent court under the law.

The parties will only appeal to the court after they have gone to extremes.

The Commission has made an effort to resolve a dispute by mutual agreement.