Article 1 Definitions
- Art4Light: the company Art4Light bv with its registered office and principal place of business in Uithoorn at the address: Ondernemingsweg 13 (1422 DZ), registered in the Trade Register of the Chamber of Commerce under number 88831833. Website: art4light.nl E-mail: email@example.com Phone number: 088-647 89 65.
- Other Party: any legal entity that wishes to conclude or conclude an Agreement with Art4Light.
Article 2 Applicability
- These general terms and conditions apply to all legal relationships, including Agreements and offers (both oral and written), between Art4Light and the Other Party, regardless of the capacity in which the Other Party acts. Unless otherwise provided below, all such legal relationships are hereinafter referred to as "Agreements".
- The applicability of any general terms and conditions of the Other Party is expressly rejected.
- Deviation from these general terms and conditions is only permitted insofar as expressly agreed in writing. The conditions that have not been explicitly deviated from in writing will continue to apply in full. Any deviation from these terms and conditions only applies to the cases specifically determined in that Agreement, unless expressly provided otherwise in writing.
- If one of the provisions in these general terms and conditions is invalid, such a provision to be regarded as valid will be deemed to have been included in its place, as closely as possible following the invalid provision. The same applies to provisions that Art4Light cannot rely on for other reasons.
- In the event that the present terms and conditions are drawn up in a language other than Dutch, in the event of a conflict on any part between that translation and the Dutch text, the Dutch text on the said part shall prevail.
Article 3 Amendment of general terms and conditions
- Art4Light is authorized to make (unilateral) changes to these general terms and conditions. These changes will come into effect on the announced date of entry into force.
- The amended general terms and conditions also apply to (a) previously concluded Agreement(s). The most recent version of the general terms and conditions can always be consulted on the Art4Light website.
Article 4 Quotations and conclusion of the agreement
- All offers from Art4Light are without obligation, unless expressly agreed otherwise.
- An Agreement is concluded by written or electronic (order) confirmation of the order/request from the Other Party by Art4Light: on the date of this confirmation.
- If the Other Party does not make known its objections to the (contents of the) order confirmation within three working days after the order confirmation has been sent, the order confirmation is deemed to correctly and completely reflect the content of the Agreement.
- If the acceptance by the Other Party contains any reservations or changes to the offer, the Agreement will only be concluded if and as soon as Art4Light has confirmed to the Other Party in writing that it agrees to this deviation from its offer. However, this consent is never deemed to relate to any applicability of general terms and conditions used by the Other Party.
Article 5 Prices, delivery
- Quotations are always made on the basis of the prices applicable at the time of the offer. The stated prices are always exclusive of turnover tax, other government levies and shipping costs, unless expressly indicated otherwise.
- The prices only apply to the quantities indicated. In the case of composite offers, there is no obligation to deliver a part against a corresponding part of the price given for the whole.
- Any discounts apply once and do not bind Art4Light with regard to other Agreements.
- Obvious errors or mistakes on the website and in offers, quotations or agreements do not bind Art4Light.
- Changes in prices quoted, without prior notice and also after Art4Light has sent the order confirmation to the other party, are expressly reserved.
- Any partial delivery can be invoiced by Art4Light.
- Delivery times are always indicative and are never strict deadlines.
Article 6 Payment
- Payment by the Other Party is made within thirty days of the invoice date, by means of transfer of the invoice amount to the bank account(s) indicated by Art4Light on the invoice. When paying, the invoice number must be stated.
- If the payment term as referred to in the previous article is exceeded, as well as if the Other Party is in default with the fulfillment of one or more of its obligations, a contractual interest of 1% per month will be charged from the due date without notice of default being required. owed, as well as compensation for both the judicial costs and the extrajudicial costs incurred in collecting the claim, with a minimum of € 200,00, regardless of whether these costs have actually been incurred. Court costs include, among other things, all costs for the collection of the claim, such as (but not limited to): bailiff's costs, attorney's fees, costs for protective legal measures, provisional measures, legal costs and costs of a bankruptcy application.
- Payments made by the Other Party always serve in the first place to settle all interest and costs owed, in the second place for payable invoices that have been outstanding the longest, even if the Other Party states that payment relates to a later invoice, and in the last place to the invoice most recently sent by Art4Light.
- In the event of liquidation, bankruptcy, suspension of payments or application of statutory debt restructuring, the obligations of the Other Party will become immediately due and payable.
- Settlement, discount or suspension by the Other Party, for whatever reason and under whatever name, is excluded.
Article 7 Liability
- Art4Light bears no liability whatsoever for any damage, however named and from whatever cause, other than as a result of intent or gross negligence on the part of Art4Light to be proven by the Other Party.
- In the event of liability, Art4Light is never obliged to compensate a higher amount for damage than the part of the invoice amount paid by the Other Party (excluding VAT) regarding the delivered goods, through which/whereby the damage was caused. In the event that Art4Light is insured for the damage in question, its liability is limited to the amount that will be paid out by the insurer in the relevant case under the policies, less the deductible.
- Indirect damage such as consequential and/or trading loss (including, among other things: stagnation damage and lost profit, unrealized turnover), as well as visual damage (including, among other things: damage to goods that are worked on by the Other Party, which are managed or used by it, or to goods located in the vicinity of the place where work is carried out, managed or used, as well as damage to goods that have been rented, leased, leased, acquired under hire purchase or intended for (ancillary) profession or (ancillary) business, damage to motor vehicles, machines, etc.), as well as the costs of disassembly and reassembly, are not eligible for compensation, unless the damage in question is insured by Art4Light and the insurer proceeds to pay compensation. In that case, the liability is limited to the amount that will be paid out by the insurer in the relevant case under the policies, less the deductible.
- Damage must be reported in writing to Art2Light as soon as possible, but in any case within (two) 4 working days after the damage has occurred, sending the relevant supporting documents. The other party is obliged to take immediate damage-limiting measures and to enable Art4Light to do the same.
Article 8 Force majeure
- Force majeure is understood to mean circumstances that prevent the fulfillment of the obligation and that cannot be attributed to Art4Light. This will also include (if and insofar as these circumstances make compliance impossible or unreasonably difficult): strikes in companies other than those of Art4Light, wildcat strikes or political strikes, unforeseeable stagnation at suppliers or other third parties on which Art4Light depends, shortage to raw materials, extreme and/or unexpected weather conditions, government measures and general transport and import problems.
- Art4Light also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Art4Light should have fulfilled its obligation.
- During force majeure, Art4Light's obligations are suspended. If the period in which fulfillment of the obligations by Art4Light is not possible due to force majeure lasts longer than thirty (30) days, Art4Light is authorized to dissolve the agreement without Art4Light being obliged to pay compensation in that case.
- If Art4Light has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already performed or executable separately and the Other Party is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part that has already been performed or is executable has no independent value.
Article 9 Indemnification
- If Art4Light is held liable with regard to any damage caused by or with the goods delivered by Art4Light, the Other Party will fully indemnify Art4Light and reimburse Art4Light for everything that Art4Light must comply with this third party. This obligation to indemnify also applies in the situation that Art4Light would not be liable for part of the damage amount for which Art4Light is held liable under the agreement or these terms and conditions if that damage would have been suffered by the Other Party.
- The other party is also obliged to indemnify Art4Light against damage from and/or due to fines, claims, periodic penalty payments and other government measures. These indemnification obligations of the Other Party also apply to managers, partners, directors, employees and other parties involved in Art4Light.
Article 10 Defects: complaints and complaints
- Complaints are only possible in writing and within two (2) working days after receipt of the goods by the Other Party. No complaints are possible with regard to visible defects of the goods delivered by Art4Light, other than immediately upon delivery.
- In the event of a complaint, the defective item must be returned to Art4Light. The costs of return are for the account of the Other Party. Art4Light will investigate the returned items and complaint. The costs of this investigation (with a minimum of € 50,00) are for the account of the Other Party. These costs will be reimbursed to the Other Party if the complaint proves to be justified and there are no circumstances as referred to in paragraph 3 of this article.
- Complaints with regard to defects that are the result of misuse, negligence, accident, failure to observe legal safety regulations, changes or repairs made by the Other Party or a third party or are the result of external circumstances or destruction, the result of normal wear and tear or use other than normal use will not be honoured.
- Complaints regarding electronic semiconductor circuits (dimmers) and switched outputs (switches) will not be processed unless the return is accompanied by a report from a recognized and independent expert who declares that there was already an issue at the time of receipt of the item. of a defect.
- The fulfillment of the agreement is deemed to be sound if the Other Party has failed to conduct the investigation as referred to in paragraph 1 of this article in a timely manner.
- Defects in part of the delivery do not give the right to reject the entire delivery.
- Art4Light must be enabled, if desired, to take damage-limiting measures if it fails to fulfill any obligation resting on it. If Art4Light is not given sufficient opportunity to remedy a occurring defect or to limit the damage, all resulting costs will be borne by the Other Party.
- A complaint with regard to a specific delivery does not suspend the payment obligation of the Other Party with regard to that or other deliveries.
- If Art4Light considers a complaint to be well-founded, Art4Light has the choice either to deliver the item again free of charge, or to grant the Other Party a discount on the quoted price to be determined in mutual consultation.
- Art4Light's invoice is deemed to be correct if the Other Party has not submitted a written protest to Art8Light within eight (4) calendar days of the invoice date.
- If the terms referred to in this article must be regarded as unacceptably short according to apparent standards of reasonableness and fairness, even for a careful and alert Other Party, these terms will automatically be extended until the first moment at which the investigation or notification respectively to Art4Light for the other party is reasonably possible.
- The performance of Art4Light is in any case considered to be sound if the Other Party has put the delivered or part of the delivered into use or has sold it on.
Article 11 Suspension and dissolution
- If the Other Party does not strictly comply with any obligation arising from an agreement with Art4Light or if it has provided or withheld incorrect information, or if the Other Party is declared bankrupt, or if it has applied for suspension of payment or statutory debt rescheduling, or if it or some of them offer an arrangement or an agreement, or in the event of attachment of its assets or part thereof, or if the Other Party proceeds to sell or liquidate its business, or in the event of the death of the owner or director of the Other Party, or placed under guardianship, or if he otherwise loses the management or management of his company, business or a part thereof, Art4Light has the right, the (further) fulfillment of all obligations, or the execution of the agreement towards the Other Party suspend or consider the agreement(s) with the Other Party to be wholly or partly dissolved, withoutthat a notice of default and/or judicial intervention is required for this, while retaining its right to compensation.
- If the Other Party wishes to dissolve the agreement, it will at all times first have to give Art4Light written notice of default. The other party must inform Art4Light in writing and accurately which shortcomings have been observed in the fulfillment. The other party will allow Art4Light a reasonable term to still fulfill the obligations arising from the agreement, or to repair the shortcomings.
Article 12 More counterparties; more signers
In the event that several counterparties have entered into an agreement together, or several persons have signed an agreement with Art4Light, each of them is jointly and severally liable for any obligation of the counterparties arising from that agreement.
Article 13 Confidentiality
- Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. This confidentiality may only be breached with the written consent of the other party(ies) and/or a legal obligation.
Article 14 Disputes / Applicable law
- Dutch law applies to all quotations and agreements to which these terms and conditions apply in whole or in part.
- All disputes between the parties will be settled by the Dutch court in Amsterdam.
The most recent version of these general terms and conditions can be consulted on the Art4Light website.