Terms and Conditions
Article 1. General
- These terms and conditions apply to every offer, quotation and agreement between
The Love Alchemists, hereafter to be referred to as: “User”, and a Client on which the User has declared these conditions applicable, insofar as these terms and conditions are not expressly stated by the parties written deviation.
- The present conditions also apply to agreements with User, for the implementation of which the User must involve third parties.
- These general conditions are also written for the employees of the User and their management.
- The applicability of any purchase or other conditions of the Client is explicitly rejected.
- If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. The User and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
- If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
- If a situation arises between the parties that
isnot regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases
article 2 Quotations and offers
1 All quotations and offers from the User are without
3 The prices stated in an offer or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and handling
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating
5 A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
article 3 Contract duration; execution times, transfer of risk, implementation
- The agreement between the User and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a term has been agreed or specified for the execution of certain work, this is never a strict deadline. In the event that a period is exceeded, the Client must, therefore, give the
User written noticeof default. Usermust be offered a reasonable period in which to still execute the agreement.
Userwill execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
Userhas the right to have certain work done by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
- If the User or the third parties engaged by the User carry out activities within the framework of the assignment at the location of the Client or a location designated by the Client, the Client shall provide free of charge the facilities reasonably desired by those employees.
- The User is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
- If the agreement is executed in phases, the User can suspend the execution of those parts that belong to
a followingphase until the Client has approved the results of the preceding phase in writing.
- The Client shall ensure that all data, of which the User indicates that they are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are provided to the User in a timely manner. If the data required for the execution of the agreement are not provided to the User in time, the User has the right to suspend the execution of the agreement
and / orto charge the Client for the additional costs arising from the delay in accordance with the then customary rates. bring. The execution period does not commence earlier than after the Client has made the information available to the User. Useris not liable for damage of any kind, because User has assumed incorrect and / orincomplete information provided by the Client.
- If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to
adaptthe agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / orquantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Userwill make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is changed, including a supplement, then the User is entitled to perform this first after it has been approved by the person responsible within the User and the Client has agreed to the price stated for the performance and other
conditions ,including the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not constitute a default by the User and is not a reason for the Client to terminate or cancel the agreement.
- Without being in default, the User may refuse a request to amend the agreement if this could have qualitative
and / orquantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
- If the Client is in default in the proper fulfillment of what he is obliged to User, then the Client is liable for all damage on the part of the User thereby directly or indirectly.
article 4 Suspension, dissolution and premature termination of the agreement
- The User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client fails to comply with the obligations from the agreement, not fully or not on time, after the conclusion of the agreement User learns of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part the Customer can no longer be required of the User to fulfill the agreement against the originally agreed conditions.
- The User is furthermore entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise which are of such a nature that the unaltered maintenance of the agreement
can notreasonably be invoked by the User. be required.
- If the agreement is dissolved, the claims of the User on the Client will be immediately due and payable. If User suspends fulfillment of the obligations, he retains his rights under the law and agreement.
- If the User proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs in any way whatsoever.
- If the dissolution is attributable to the Client, User is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
- If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, then User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the Client, due to breach of contract, compensation or indemnification is required.
- If the agreement is prematurely terminated by the User, the User shall, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the specified
period,unless User indicates otherwise.
- In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client does not The User is free to terminate the agreement freely and with immediate effect or to cancel the order or agreement without any obligation on his part to pay any compensation or indemnification. The User’s claims against the Client are immediately due and payable in that case.
- If the Client cancels all or part of an order placed, the work that has been performed and the items ordered or prepared for it, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully integrated. the Client will be charged.
article 5 Force majeure
- The User is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to
fault, and neither under the law, a legal act or generally accepted for his account. coming.
- Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which User
can notexert influence, but as a result of which User is unable to fulfill his obligations. to come. Strikes in the company of User or third parties included. Useralso has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after User should have fulfilled his obligation.
- During the period that the force majeure lasts, User can suspend the obligations from the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
- Insofar as User has at present fulfilled or will be able to fulfill his obligations under the agreement at the time of the occurrence of force majeure, and the part that has been fulfilled or to
befulfilled is assigned independent value, the User is entitled to comply with the obligations already fulfilled or to be fulfilled. part of invoicing separately. The Client is obliged to pay this invoice as if it were a separate agreement.
article 6 Payment and collection costs
- Payment must always be made within 30 days of the invoice date, unless there is another written agreement, in a manner to be indicated by the User in the currency in which the invoice is made, unless otherwise stated by the User in writing.
Useris entitled to invoice periodically.
- If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- User shall be entitled to have the payments made by the Client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest.
Usercan, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The User can refuse fullpayment of the principal sum if the vacant and current interest and collection costs are not also paid.
- The Client is never entitled to set off the amount due to the User. Objections against the height of an invoice do not suspend the payment obligation. The Client who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
- If the Client is in default in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Client. The default of the Principal who is a natural person, who does not act in the exercise of a profession or business (private client), takes effect after he has been summoned to pay within fourteen days after the day of reminder and payment is not forthcoming. The reminder also indicates the consequences of the absence of payment. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice. However, if the User has incurred higher costs for
collectionthat were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs incurred are eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
article 7 Retention of title
- The by User delivered within the framework of the Agreement remains the property of the User until the Client has properly fulfilled all obligations from the agreement (s) concluded with the User.
- The goods delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Principal is not authorized to pledge or encumber it under the retention of title in any other way.
- The Client must always do everything that can reasonably be expected of him to secure the property rights of the User. If third parties seize the goods delivered under retention of title or want to establish or assert rights thereon, then the Client is obliged to immediately inform User of this. Furthermore, the Client undertakes to
insureand keep insured the goods delivered under retention of title against fire, explosion andwater damage as well as against theft and to make the policy of this insurance available to the User on firstrequest. In the event of a payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Client undertakes towards the User in advance to cooperate with everything that may prove necessary or desirable in that context.
- In the event that the User wishes to exercise his property rights as referred to in this article, the Client shall give unconditional and non-revocable consent to the User and third parties to be designated by the User to enter all those places where the User’s property is located and return it. to take.
article 8 Liability
- If User is liable, then this liability is limited to what is regulated in this provision.
Useris not liable for damage, of whatever nature, caused because User has assumed incorrect and / orincomplete information provided by or on behalf of the Client.
- If User is liable for any damage, the liability of User is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
- The User’s liability is in any case always limited to the amount of the payment from his insurer, if any.
Useris only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred in connection with the defective performance of the User. to have the agreement answered, in so far as these can be attributed to the User and reasonable costs incurred to prevent or limit
damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. Useris never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the User or his managerial subordinates.
article 9 Indemnity
- The Client indemnifies the User against any claims from third parties that suffer damage in connection with the performance of the agreement and whose cause is attributable to the User other than the User. If the User should be held liable by third parties for this reason, then the Client is obliged to assist the User both outside and in law and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, the User is entitled, without notice of default, to proceed to this himself. All costs and damage arising on the part of the User and third parties
as a resultare fully for the account and risk of the Client.
article 10 Intellectual property
- The User reserves the rights and powers that accrue to him on the basis of the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the notice of third parties.
article 11 Applicable law and disputes
- All legal relationships to which the User is a party
areexclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in the place of business of the User is exclusively authorized to take cognizance of
disputes,unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
- The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
article 12 Location and change conditions
- These conditions have been filed with the Chamber of Commerce in Amsterdam.
- Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with the User.
- The text of the general terms and conditions is always decisive for the explanation thereof.
Explanation of some provisions from the model conditions ‘services’:
Article 1: General
Article 5 paragraph 2: Force majeure
If the force majeure situation lasts longer than two months.
This is an example. The term may be longer or shorter depending on the agreement. If you change this term, it is important that you include a realistic term that matches the nature and activities of your company.
Article 6, paragraphs 1 and 2: Payment and collection
Payment term of 14 days.
This term can be longer or shorter. This depends on the industry of your company. However, the term may not be so short that the contracting party can (almost) not pay the due within this period.
The absentee rate of 1 percent per month can also be set higher or lower. However, the interest you calculate may not be excessively high.
Before you can request collection costs, your customer must be in ‘default’. If your customer is a private client, you must send a reminder. If your customer is a company, it is not necessary, for example, if you have agreed otherwise in an agreement. On 1 July 2012, the Decree on compensation for extrajudicial collection costs of 27 March 2012 came into effect for transactions with private individuals. This decree applies to claims in which the debtor (only) is in default on or after 1 July 2012 and the claimed principal sum is based on:
– contract from payment of money or
If no deviating agreements have been made about the collection costs, then the legal regulations regarding the collection costs apply to claims in which the debtor has (only) been in default on or after 1 July 2012.
Principal sum up to and including Applicable percentage Maximum
€ 2.500, – 15% on the principal € 375, –
(min. € 40, -)
€ 5.000, – € 375, – + 10% over (principal minus € 2.500, -) € 625, –
€ 10,000, – € 625, – + 5% over (principal minus € 5,000, – € 875, –
€ 200,000, – € 875, – + 1% over (principal minus € 10,000) € 2,775, –
Above € 200,000, – € 2,775, – + 0.5% over (principal minus € 200,000) € 6,775.-
Article 8 paragraph 3: Liability
Limitation of liability to twice the invoice value.
Limitation of liability to twice the invoice value.
This term is an example. The level of liability can be determined depending on the situation. In addition, several factors may be of importance.
For example, a far-reaching limitation will be less easily permissible if the risk is perfectly insurable.
A limitation of liability will
It is therefore always important that you make a good assessment of all circumstances that play a role. In doing so, you must take into account that a complete exclusion of liability is generally not acceptable.
In this connection, it is advisable to also take note of the explanation of the general terms and conditions for delivery to consumers. Particularly if you also supply goods to consumers or to parties that can indirectly appeal to the black and the gray list.
If you have taken out liability insurance or wish to enter into such insurance agreement, then it is advisable to submit the contents of your general terms and conditions to your insurance company.
The use of this article is at your own discretion and depends on whether intellectual property rights play a role.
Article 12 paragraph 1: location conditions
The Chamber of Commerce in Amsterdam
It may be that the explanation is not complete for your specific case. It is also possible that you have to adapt the other provisions to your company and activities. It therefore always remains important to carefully assess all provisions for their correctness, completeness, desirability