General Conditions

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1. General

1.1 Under these Sales and Delivery Terms, the following definitions apply:

• Contractor: 369 B.V.

• Client: The contractual party of 369 B.V.

1.2 These terms apply to all offers made by the Contractor, all agreements entered into by the Contractor, and any related agreements.

1.3 The Contractor explicitly rejects the applicability of any general terms from the Client.

 

2. Offer and Conclusion of Agreement

2.1 An agreement is formed when the Contractor sends written confirmation of the Client's order or assignment.

2.2 All offers made by the Contractor are non-binding unless explicitly agreed otherwise.

2.3 If the Client provides the Contractor with data, drawings, etc., the Contractor may assume their accuracy and base their offer on this.

 

3. Price

3.1 The Contractor is entitled to increase the agreed price in the event of unforeseen cost-increasing circumstances (such as VAT/taxes) after the agreement is concluded or after sending the offer.

3.2 Travel and accommodation costs, as well as all other expenses and advances, are not included in the price.

 

4. Advice

4.1 The Client cannot derive any rights from advice given by the Contractor that does not relate to the assignment provided.

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5. Intellectual Property

5.1 The Contractor retains all rights to plans, documents, images, drawings, software, and related information and "know-how" created by them.

5.2 The items mentioned in the previous section may not be copied, shown to third parties, provided, or made known in any way, nor used or made available by the Client for any purpose other than that for which they were provided by the Contractor, without written permission from the Contractor.

5.3 The Client indemnifies the Contractor against infringements of third-party intellectual property rights.

 

6. Payment Terms

6.1 Unless agreed otherwise, the following payment terms apply: payment within 14 days of the invoice date.

6.2 Regardless of the agreed payment conditions, the Client must provide sufficient security for payment upon the Contractor's request. If the Client fails to comply within the set timeframe, they are in default. The Contractor then has the right to terminate the agreement and recover damages from the Client.

6.3 The Client's right to offset their claims against the Contractor is expressly excluded unless the Contractor is declared bankrupt. The full payment claim is immediately due if:

• A payment term is exceeded;

• The Client goes bankrupt or is in suspension of payments;

• The Client is dissolved or liquidated;

• The Client, as a natural person, is placed under guardianship or dies.

6.4 The Client owes interest 30 days after receiving the invoice. If the invoice was sent before the Contractor delivered the service, the 30-day period starts after the service is received. If payment has not occurred within the agreed 30-day period, statutory interest applies without the need for a reminder or formal notice.

6.5 Interest on business transactions: The interest owed in business transactions is equal to the statutory commercial interest rate established in the Civil Code (articles 6:119a and 6:120(2) BW).

6.6 Interest on transactions with consumers: The interest owed in transactions with consumers is equal to the statutory interest rate established in the Civil Code (articles 6:119 and 6:120(1) BW).

6.7 If payment has not been made within the agreed timeframe, the Client owes all extrajudicial collection costs to the Contractor according to Voorwerk II.

6.8 If the actual extrajudicial costs exceed the above calculation, the Client owes the actual costs incurred.

6.9 If the Contractor prevails in a legal proceeding, all legal costs incurred in connection with this procedure shall be borne by the Client.

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7. Impossibility of Performance

7.1 The Contractor has the right to suspend the agreed work if they are temporarily unable to fulfill their obligations due to circumstances beyond their control or of which they were unaware at the time of concluding the agreement.

7.2 Shortcomings of suppliers, strikes, work stoppages, weather conditions, theft, or any other loss of materials are explicitly considered circumstances as mentioned in the previous section.

7.3 If performance is permanently impossible, the agreement can be dissolved for that part that has not yet been fulfilled. In this case, the Client has no right to compensation for damages incurred due to the dissolution.

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8. Changes to the Assignment

8.1 If the scope of the assignment provided to the Contractor changes for any reason after the relevant agreement has been concluded, the Contractor is entitled to charge the Client for any additional work.

8.2 Additional work also applies if the information provided by the Client does not correspond to reality.

 

9. Termination

9.1 If the Client fails to fulfill any obligation under the agreement with the Contractor, whether inadequately or not at all, as well as in the event of bankruptcy, suspension of payment, or the appointment of guardianship over the Client or the cessation or liquidation of their business, the Contractor is entitled to terminate the agreement in whole or in part, or to suspend (further) execution of the agreement. In such cases, the Contractor is also entitled to demand immediate payment of what is owed to them.

9.2 This does not affect other rights of the Contractor, including the right to compensation for damages incurred as a result of the termination.

9.3 In the event of termination as mentioned in the first subsection, the Contractor is never liable for any damages to the Client.

9.4 If the Client prevents proper performance by the Contractor even after a formal notice has been issued, the Contractor has the right to terminate the agreement.

9.5 Circumstances that constitute a force majeure situation for the Contractor include: actions, except for intent or gross negligence, of persons whom the Contractor employs in the performance of the obligation; unsuitability of materials used by the Contractor in fulfilling the obligation.

9.6 Even in the case of termination by mutual consent, the Contractor retains the right to compensation for damages incurred due to this termination.

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10. Cancellation Policy

10.1 In the event of cancellation by the Client, the following fees will apply:

1. Two weeks before the start date: the full amount as stated in the training agreement.

2. One month to two weeks before the start date: half of the amount as stated in the training agreement.

 

11. Complaints

11.1 Complaints must be submitted in writing and as soon as possible, but no later than 7 days after delivery, or in the case of non-visible defects, within 7 days after the defects could reasonably have been identified.

11.2 Claims and defenses based on facts that would justify the assertion that the delivered goods do not comply with the agreement shall expire after 1 year from delivery.

 

12. Complaints and Dispute Resolution

12.1 In the case of (alleged) non-performance, a meeting will take place between the Client and the Contractor to resolve the issue.

12.2 If this meeting does not lead to a satisfactory resolution, the Client may submit their complaint in writing within 2-4 weeks after the initial meeting. A written response to the complaint will be provided within 4 weeks.

12.3 If the complaint is still not resolved satisfactorily, an independent mediator appointed by the Contractor will be engaged in consultation. The agreements made during mediation are binding.

12.4 As a last resort, a legal action may be initiated in civil court.

12.5 All complaints will be treated confidentially by the Contractor at all times.

12.6 Complaints and the manner of handling them will be registered by the Contractor and retained for a period of 2 years.

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13. Liability

13.1 The Contractor is only liable for damages suffered by the Client that are a direct and exclusive result of a shortcoming attributable to the Contractor, provided that compensation is only applicable to damages that the Contractor is insured against, or should reasonably have been insured against, considering industry standards. The following limitations must be observed:

13.2a Compensation will not be made for business damages, loss of income, or similar losses, regardless of the cause.

13.2b The Contractor is not liable for any damage (of any kind) caused during the execution of work or installation of delivered goods or systems to items being worked on or to items in proximity to the work site.

13.2c The Contractor is never liable for damage caused by intent or gross negligence of third parties.

13.2d The damages to be compensated by the Contractor will be moderated if the price payable by the Client is minor compared to the extent of the damage suffered by the Client.

13.2e If, for any reason, the Contractor's insurer does not provide compensation, the liability of the Contractor will always be limited to a maximum of twice the contract sum.

 

14. Applicable Law

14.1 Dutch law applies.