General terms and conditions of Lisette van de Sandt, located at Herungerweg 177, 5913 HA, Venlo, the Netherlands, registered at the Dutch Chamber of Commerce under number 65668502.
Article 1 Validity general terms and conditions
- These general terms and conditions apply to all offers, quotations and agreements between Lisette van de Sandt and the client, unless the parties have agreed in writing to deviate explicitly from these terms and conditions.
- The applicability of possible purchasing or other general terms and conditions of the client are explicitly excluded. Deviations to the agreement and general terms and conditions are only applicable in case these have been agreed to explicitly and in writing by Lisette van de Sandt.
- In case any or more of the stipulations of these general terms and conditions are void or nullified, all other terms and conditions remain in full force and effect.
Article 2 Offers and/or quotations
- Offers and/or quotations are provided in writing and/or electronically, unless urgent circumstances render this impossible, and are valid during the period mentioned in the offer and/or quotation.
- Lisette van de Sandt cannot be bound to its offers and/or quotations in case the client should have understood, in terms of reasonableness and fairness and according to generally accepted standards in society, that the offer and/or quotation, or part thereof, contains an apparent mistake or clerical error.
- In case acceptance, whether or not on minor points, deviates from the proposal outlined in the offer and/or quotation, Lisette van de Sandt is not bound to it. No agreement based on this deviating acceptance is concluded, unless otherwise stated by Lisette van de Sandt.
Article 3 Duration and termination of agreement
- The agreement is concluded by a timely acceptance of the offer and/or quotation of Lisette van de Sandt by the client. The agreement is entered into for an indefinite period of time, unless the nature of the agreement indicates otherwise or the parties explicitly and in writing agreed otherwise.
- Both Lisette van de Sandt and the client can terminate the agreement at all times with immediate effect. All costs incurred until the termination will be charged to the client.
Article 4 Execution of agreement
- Lisette van de Sandt will execute the agreement to the best of its abilities and in accordance with the requirements of good workmanship.
- Lisette van de Sandt has the right to have certain activities carried out by third parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded.
- The client provides all data or instructions that are required for the execution of the agreement, or that the client should reasonably be expected to understand to be required for the execution of the agreement to Lisette van de Sandt in a timely manner.
Article 5 Charges
- The charges and/or rates exclude VAT and other government levies, unless otherwise indicated.
- The charges exclude travel expenses, accommodation expenses, packaging costs, delivery and transportation costs and administration costs, unless otherwise indicated.
- In case the charges and/or rates have not explicitly been agreed upon, the charges and/or fees will be determined based on the actual hours spent and the usual hourly rates of Lisette van de Sandt.
- An overview of additional costs or information that enables the client to calculate these costs will be provided to the client in a timely manner before the agreement is concluded.
Article 6 Execution time period
- In case a specific time period has been indicated or agreed upon for the execution of certain activities, this time period is only indicative, and is never to be considered a deadline.
- In case Lisette van de Sandt needs information or instructions that are necessary for the execution of the agreement from the client, the execution time commences after the client has provided these to Lisette van de Sandt.
Article 7 Payment
- Payment takes place by bank transfer to the bank account number provided by Lisette van de Sandt, unless otherwise agreed upon. Payment can take place both in advance and after the completion of the project. The client ought to pay 30% of the charges upon accepting the quotation, 30% when half of the project has been completed, and 40% after the project has been completed.
- Payment after the completion of the project ought to take place within 30 days of the date of the invoice in a way indicated by Lisette van de Sandt and in the invoice currency, unless otherwise agreed upon.
- The client is not authorized to reduce the amount due by a counterclaim. Objections to the amount invoiced do not postpone the payment obligation.
- After the expiration of the 30 days after the invoiced date, the client is in default by law, without notice of default. From the moment of being in default, interest of 2% a month on the amount owed is due by the client, unless the legal interest is higher.
- In case of bankruptcy, suspension of payment or being placed under guardianship, the amounts receivable of Lisette van de Sandt and the obligations of the clients towards Lisette van de Sandt are immediately claimable.
Article 8 Postponement and termination
- In case the client does not, not entirely, not timely or not properly fulfil the obligations of the agreement, Lisette van de Sandt is entitled to postpone its fulfilment of the obligations and/or terminate the agreement with immediate effect. Furthermore, Lisette van de Sandt is entitled to postpone its fulfilment of the obligations and/or terminate the agreement with immediate effect, in case:
- Lisette van de Sandt has become aware, after the agreement has been concluded, of circumstances that give good reason to believe that the client will not fulfil its payment obligations;
- the client is over 2 months in arrears;
- the client has been declared bankrupt, has filed a request for suspension of payment, has requested debt rescheduling natural persons or has been confronted with its property being seized.
- Termination takes place in writing and without judicial intervention. In case the agreement is terminated, the accounts receivable owed to Lisette van de Sandt by the client are immediately claimable.
- In case of force majeure the shortcomings cannot be attributed to Lisette van de Sandt.
Article 9 Warranties and investigation
- The agreement between Lisette van de Sandt and the client leads to a best efforts obligation and not to a performance obligation. Lisette van de Sandt hence ensures that the activities carried out are in line with the agreement and that they are correctly executed.
- The client is obliged to examine the service at the time it is being carried out, but in any event within seven days of execution. The client ought to inspect whether the quality and quantity of the executed service are in are in accordance with the agreement made, or that they at least meet the applicable requirements of standard business practice.
Article 10 Liability
- The execution of the assignment takes place entirely at the risk and responsibility of the client. Lisette van de Sandt is liable only for direct damage that is caused by gross conduct or wilful misconduct.
- Lisette van de Sandt is never liable for indirect damage, which in any case includes consequential damage, lost profit, lost savings, damage through business interruptions or immaterial damage of the client.
- Lisette van de Sandt cannot be held liable for damage of any kind resulting from Lisette van de Sandt using incorrect and/or incomplete data provided by the client, unless this incorrectness or incompleteness should have been known to Lisette van de Sandt.
- In case Lisette van de Sandt should be liable for any damage, the liability of Lisette van de Sandt is limited to maximum once the amount invoiced or to the amount indemnified by the liability insurance of Lisette van de Sandt, increased by the deductible of Van de Sandt Change Architect for the insurance.
- The client ought to report the damage for which Lisette van de Sandt could be held liable as soon as possible, but at least within 10 days of the damage arising to Lisette van de Sandt, on penalty of the loss of any right to compensation for this damage.
- Any claim for liability towards Lisette van de Sandt lapses within one year after the client has become aware of the damaging fact or reasonably could have been aware.
Article 11 Indemnification and limitation
- The client indemnifies Lisette van de Sandt for any possible claims from third parties that, in connection to the execution of the agreement, suffered damage attributable to the client.
- In case Lisette van de Sandt receives a claim by a third party, the client is obliged to offer Lisette van de Sandt both extrajudicial and judicial assistance. All costs and damages of Lisette van de Sandt and third parties are at cost and risk of the customer.
- All claims filed against Lisette van de Sandt and hired third parties (if any) by Lisette van de Sandt are subject to a limitation period of one year, contrary to statutes of limitations.
Article 12 Applicable law and disputes
- On all legal relationships with Lisette van de Sandt, Dutch law applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG; The Vienna Convention) does not apply.
- Differences between Lisette van de Sandt and the client will exclusively be submitted to a competent court in in Limburg, unless the mandatory law prescribes otherwise.
These General Terms and Conditions are a translation of the Dutch version. In case of discrepancy between these General Terms and Conditions, the Dutch version shall prevail.
Registered at the Dutch Chamber of Commerce on 14 June 2017.