Terms of delivery Communication Partners
Terms/Conditions Article 1: GENERAL PROVISIONS AND APPLICABILITY
- The following general terms and conditions (the SI’BON Sign Terms and Conditions 2020) apply to all offers by, all orders to and all agreements with the contractor. They can be consulted and downloaded from www.sibon.nl.
- The contractor is understood to mean: the Sign Company recognized by SI’BON Netwerk BV that uses the SI’BON Sign Terms and Conditions 2020.
- Client is understood to mean: the natural or legal person who has instructed the contractor to perform work or deliver goods or data. With regard to the assignment, the client cannot invoke any circumstance that he acted on behalf of a third party, unless he has expressly informed the contractor of this and the contractor has given the assignment under this condition in writing (which in these general terms and conditions also includes: by e-mail) has accepted. If the assignment has been given by or for the benefit of more than one client, all clients are jointly and severally liable for all obligations towards the contractor.
- An assignment is understood to mean: any request to perform work or to supply goods or data, in whatever form. An order is also deemed to have been given by sending or issuing data or items on the basis of which the work as referred to in paragraph 5 of this article can be performed.
- Work is understood to mean: the manufacture, delivery, installation, placement and (or) construction of signs, which also includes advertising products, decorations, signage, constructions and (or) parts thereof, and in any case the work resulting from an assignment given to a Recognized Sign Company, all this in the broadest sense of the word.
- The client can only invoke stipulations or conditions that deviate from these conditions or on its own conditions if the contractor has expressly accepted those deviating stipulations or conditions in writing.
- The client with whom an agreement was previously concluded to which the SI’BON Sign Terms and Conditions 2020 (or an earlier version of the SI’BON Sign Terms and Conditions) were applicable, is deemed to agree to the applicability of the latest version thereof to agreements concluded with the contractor at a later date. went.
Article 2: OFFERS
- All quotations, preliminary calculations, offers and similar communications by the contractor are entirely without obligation and can only be accepted without deviation. An offer is in any case deemed to have been rejected if it is not accepted within one month.
- Quotations by the contractor are based on information provided by the client. The client guarantees that he has provided all relevant information to the best of his knowledge and ability.
- The documents forming part of the offer (such as designs, drawings, technical descriptions and the like) are as accurate as possible, but without obligation. They are and remain (intellectual) property of the contractor.
Article 3: CONCLUSION OF AGREEMENTS AND CHANGES IN ORDERS
- Only when the contractor has confirmed orally or in writing that he accepts the assignment, the agreement is concluded and the obligations of the parties arising from the agreement arise.
- The client bears the risk of the contractor not receiving his communications, not correctly, not on time or not fully.
- Insofar as uncertainty arises about the content of the assignment given and the acceptance thereof, the work performed by the contractor will be deemed to correspond to the content and purport of the assignment.
- The client will provide the connection options in good time for the energy required for the work and the testing thereof. The costs of the required energy are for the account of the client.
- The contractor may carry out and charge the client for more work than stated in the order or in the acceptance thereof, if these activities are in the interest of the client and (or) the proper execution of the order. The contractor will inform the client immediately after the execution of this additional work.
- The contractor will cooperate with changes in the assignment within reasonable limits, if and insofar as the content of the performance to be delivered by him does not differ materially from the originally agreed performance.
Article 4: CANCELLATION AND CANCELLATION
- The contractor always has the right, without notice of default or judicial intervention being required, to terminate the agreement if: the client is in a state of bankruptcy, applies for a moratorium, leaves due debts unpaid, goes into liquidation or his permanent residence or place of business to a place outside the Netherlands or loses the power to dispose of (parts of) his assets by attachment, receivership or otherwise and he has not, in the opinion of the contractor, provided sufficient security for what he owes with regard to the assignment, and will still be owed.
- The client may cancel an agreement until the contractor has started the execution of the agreement, provided that he compensates the damage caused to the contractor as a result. This damage also includes the loss of profit by the contractor, whereby the costs will also be charged for the costs incurred by the contractor in preparation, including those of reserved production capacity, purchased materials, services requested and storage of materials.
Article 5: DATA AND BUSINESS CLIENT; RISK
- The client ensures that data and matters that the contractor needs for the adequate execution of the assignment in the desired form are made available to the contractor in the desired form.
- The client must keep a copy and, if possible, an original of copy, drawings, designs, photographic recording or other information carriers to be made available to the contractor.
- The contractor has the right to suspend the execution of the assignment until the client has fulfilled the obligation referred to in paragraph 1.
- If the client does not comply with the obligation referred to in paragraph 1, the contractor has the right to terminate or return the assignment without a notice of default or judicial intervention being required.
- If and insofar as the client requests this, data and items made available will be returned to the client after completion of the assignment, subject to the provisions of Article 17.
- The contractor must ensure careful storage of the goods and (or) data originating from the client. Barring proof to the contrary, the contractor is deemed to have complied with this obligation.
- The risk of damage or loss of the goods and (or) data stored with the contractor or third parties is expressly for the client, except in the event of intent or gross negligence on the part of the contractor.
- The client indemnifies the contractor against all claims by third parties related to the damage or loss of the items and (or) data referred to in the previous paragraphs.
Article 6: LIABILITY
- The liability of the contractor is excluded for all direct and indirect damage of the client, in any way related to or caused by not executing the assignment, not on time or not fully in accordance with the agreement, unless it can be demonstrated that not, not on time or not fully in accordance with the agreement under the relevant circumstances with normal professional knowledge and with due observance of normal attention and normal business operations. In that case, the liability is limited to the amount paid out by the contractor’s (liability) insurance for the damage.
- The contractor always has the right, if and insofar as possible, to undo or limit the damage of the client at its own reasonable insight.
- The client will in any event have processed its right to hold the contractor liable for the damage referred to in paragraph 1 one year after it has arisen.
- Liability of the contractor for theft of, damage to and damage caused by motor vehicles and other items belonging to the client under the contractor is excluded, except if and insofar as the contractor is insured for this, in which case the liability is limited to the amount that is paid out by the contractor’s (liability) insurance for the damage. The client indemnifies the contractor against all claims that do not qualify for compensation on the basis of the regulation in this article.
- The risk of delay, damage or loss of goods and (or) data during transport or shipment is always for the client, regardless of whether the transport or dispatch is carried out by or on behalf of the client, the contractor or third parties, unless there is of intent or gross negligence on the part of the contractor. Transport and dispatch also include electronic dispatch.
- If the client makes changes in, to or on goods manufactured by the contractor or makes those items on or to other items without consultation with the contractor, then subsequent damage (unless proof to the contrary to be provided by the client) is deemed to have been caused by this change. and is therefore also at the expense and risk of the client.
- If the client does not receive the goods and (or) data to be delivered by the contractor within thirty days after termination of the assignment and payment of the amount owed in respect of that assignment, these will be at the expense and risk of the client from that moment on. stored.
- The client indemnifies the contractor against all claims from third parties that are directly or indirectly related to the work or deliveries arising from the order.
- The client may not return the goods and (or) data to the contractor, unless the contractor has agreed to this in writing.
Article 7: METHOD OF EXECUTION OF THE ORDER
- The contractor will carry out the work in a careful manner, in accordance with the requirements of good workmanship. The contractor determines the manner in which the given assignment is carried out. If the client requests this, the contractor must inform him about the way in which the execution will be designed, unless this cannot reasonably be expected of the contractor.
- If the assignment includes the installation or fixing of structures, billboards, light boxes and the like, the client must ensure that any necessary permits have been granted (and all other legal or other requirements have been met) in good time before the date on which the work starts. is planned. The licensing situation lies entirely in the risk sphere of the client, the contractor has no task or responsibility in this.
- The client guarantees that items to which or to which items included in the order are to be attached are suitable and (or) prepared for this. The client has its own duty to investigate and care, and the contractor has no task or responsibility in this, nor does it have its own duty to investigate. With regard to inherently vulnerable items such as windows, for example, damage occurring during or shortly after the work related to the assignment is deemed to have been caused by the unsuitability of those goods for the assignment and not by the way in which the assignment was performed. The client accepts that the result of the work and (or) deliveries may depend on the (ambient) temperature and (the surface) of the items on which the sign is to be applied.
- The client guarantees that there are no cables, pipes, tubes, solids or other obstacles in the ground in which scaffoldings are or must be anchored. The contractor has no task or responsibility in this regard, nor does it have any obligation to investigate. For safety reasons, a distance of one and a half times the height of the scaffold must be maintained between a scaffolding and the public road. The client guarantees that the situation on site makes this possible. The client guarantees that the site is (almost) flat, paved and that there are no obstacles, vegetation or other objects that could hinder the execution of the work. If the contractor deems it necessary, he may – without requiring the client’s permission – remove such items (or have them removed), and charge the client for these activities as an additional cost. If the contractor carries out the assignment at the request of the client using and (or) processing tools, materials or semi-finished products supplied by the client, this will be entirely at the risk of the client. In particular, but expressly not limited thereto, this concerns durability, adhesion, wear resistance, light and color fastness of the goods manufactured and (or) processed by the contractor in such a way.
- The client must point out to the contractor any special difficulties or health risks in the printing and (or) processing of materials or products supplied by him.
- The contractor may, without notifying the client, outsource the assignment or parts thereof to or have it performed by third parties, if it believes that this does not impede the effective or efficient execution of the assignment.
- If, during the execution of the assignment, the contractor has performed activities for the client that do not fall under the activities as described in or following from the acceptance of the assignment, the relevant notes of the contractor about interim consultation with the client derives the presumption that these activities were performed on behalf of the client.
- If the contractor is of the opinion that the requirements of paragraph 3 have not been met, he may suspend the execution of the assignment. This is at the risk of the client. No obligation to investigate on the part of the contractor can be derived from this paragraph.
Article 8: FORCE MAJEURE
- If the contractor cannot, not on time or not fully fulfill its obligations under the agreement as a result of a cause not attributable to it, including but not limited to war and danger of war, mobilization, civil war, terrorism, riot, molestation, theft, fire drastic temperature changes, water damage, flooding, earthquake, epidemic, pandemic and other natural disasters, industry closure, confiscation and other (whether or not taken in connection with any of the events mentioned here) government measures, industrial action, -delivery of necessary materials, semi-finished products or data by third parties, disruptions in the supply of energy, reduced accessibility of data, all both in the company of the contractor and with third parties engaged, those obligations will be suspended until the contractor can reasonably be deemed able this one on the other side manner to be followed.
- If, due to regulations imposed by the government, for safety reasons or due to any other circumstance, the contractor cannot reasonably be expected to (further) carry out the assignment, he has the right to suspend the fulfillment of his obligations or to cancel the agreement in whole or in part. partially dissolve.
- If circumstances as provided for in paragraph 1 or paragraph 2 arise, the client will not have the right to dissolve the agreement in whole or in part, nor will the contractor be obliged to pay compensation for any damage in those cases.
Article 9: DESIGNS, TESTS AND TRIALS
- The client must carefully and expeditiously check designs, tests, (trial) prints and (or) (trial) models made available to him for inspection by the contractor for errors and defects and forward his opinion to the contractor.
- Approval on the part of the client is an acknowledgment that the contractor has performed the work associated with the tests prior to the tests in accordance with the order.
- If the client does not comply with its obligation referred to in paragraph 1, this shall be regarded as approval within the meaning of paragraph 2.
- Each design, test, (trial) print and (or) (trial) model produced at the request of the client will be charged in addition to the agreed price, unless it has been expressly agreed that the costs thereof are included in the price.
Article 10: COPYRIGHTS ETC.
- The client guarantees the contractor that the execution of the assignment does not infringe copyrights, design rights, trademark rights or other (intellectual property) rights of third parties. The client indemnifies the contractor both in and out of court against all claims that third parties can make in this regard and against all costs associated with the defense against this.
- All items and works created during the execution of the assignment are deemed to have been created in their entirety and exclusively according to the contractor’s insights. The contractor is therefore exclusively entitled to any copyright or other intellectual property right that arises on all goods and works manufactured during the execution of the order, as well as on the end products referred to in the order. All intellectual property rights to methods, advice, etc. originating from or used by the contractor will (continue to) explicitly belong to the contractor, both during and after the execution of the assignment, irrespective of the client’s share in the creation thereof. itself or from third parties engaged in the execution of the assignment. The provisions of this paragraph also apply if the relevant activities or items are stated as a separate item on the quotation, in the offer or on the invoice.
- The client only acquires a right of use, which is moreover limited to the delivered goods and (or) data included in the order. More in particular, it applies that the result of any activity that has resulted in intellectual property rights may not be made available to third parties for processing or reproduction, nor may it be edited or reproduced by the client itself. The exercise of these rights – including disclosure or transfer of data – is expressly reserved exclusively for the contractor, both during and after the execution of the assignment.
- In the event of violation of the provisions of paragraph 3, the client forfeits to the contractor an immediately due and payable fine of EUR 2.000 per violation and of EUR 250 per day (part) that the violation lasts, without a notice of default being required, and without prejudice to the right of the contractor to compensation by the client for all damage ensuing therefrom for the contractor.
Article 11: PRICES; DECLARATION AND COSTS
- Quotations and proposals are free of charge, unless specific research is necessary. In that case, the contractor will state in advance the expected scope of that work and what costs will be charged for it.
- The amount charged for compensation for the work performed by the contractor is, unless otherwise agreed in writing, calculated in accordance with the contractor’s usual rates. If the assignment includes design work, all work related to the preparation be taken into account.
- Costs arising from or related to additions and changes to the assignment are for the account of the client.
- In the case of costs as referred to in paragraph 3 and costs related to additional work with a reasonable surcharge for handling costs, the costs incurred by the contractor will be charged to the client. These costs may include, but are not limited to, the prices of the materials to be processed, invoices from third parties engaged and transport, shipping and insurance costs.
- Over or under deliveries compared to the agreed number are permitted if they do not amount to more or less than ten percent. The delivered quantity will be charged.
- All rates are exclusive of any applicable sales tax and other levies imposed by the government. These are stated separately in the invoice and are for the account of the client.
- If after the conclusion of the agreement and before the agreed time of delivery, due to factors still unknown at the time of the conclusion of the agreement, the prices of auxiliary materials, wages or any other price-determining factors have changed, the contractor may charge the agreed rates. adjust accordingly and without consultation with the client, but by no more than ten percent. If the percentage turns out to be higher, further consultation with the client is required first, in which case a decision can be made on a possible revision of the assignment.
- If the contractor suspends or terminates the execution of the assignment, he is at least entitled to full payment for work performed and costs incurred up to the time of suspension or termination.
Article 12: SEMI-PRODUCTION PRODUCTS, PRODUCTS, MATERIALS SUPPLIED BY THE CLIENT ETC.
- The contractor is not required to hand over to the client auxiliary materials, means of production, semi-finished products and other items that have arisen in the context of the execution of the order, and the delivery of which to the client has not been expressly agreed.
- The goods referred to in paragraph 1 remain the property of the contractor, even if they are stated as a separate item on the quotation, in the offer or on the invoice.
- The contractor is not required to keep the items referred to in paragraph 1, as well as residues, such as cutting waste, etc., of the material and products supplied by the client, unless the contractor and the client agree in writing and also then for a maximum of six months and without that the contractor guarantees its suitability for (repeated) use.
Article 13: DELIVERY AND DELIVERY TIME
- Unless otherwise agreed in writing, delivery takes place at the contractor’s company.
- A delivery or delivery term specified by the contractor is only indicative, unless it is expressly stated in writing that it concerns a final term. Even with an agreed deadline, the contractor is only in default after the client has given him written notice of default.
- The contractor’s obligation to an agreed deadline lapses if and as soon as the client changes the order, unless the minor significance of the change or the short duration of the delay does not reasonably require the contractor to change the initial planning for the deployment of production capacity. .
- The client must cooperate loyally in promoting timely delivery. If the client does not or does not fully comply with this obligation, the contractor is no longer bound by previously agreed (delivery) terms. This also applies if the client does not comply with (one or more of) its obligations referred to in Articles 9 and 17, as well as in the situations described in Articles 4, 8 and 18.
Article 14: EXAMINATION ON DELIVERY; DEVIATIONS
- The client must immediately after the completion of the work resp. the delivery of goods and (or) data, thoroughly check whether the performance of the contractor is sound and in accordance with the order.
- The performance of the contractor shall always be deemed to be sound and in accordance with the order between the parties if, after delivery, the client has put the delivered or a part of the delivered into use, has processed or processed it, has delivered it to third parties, or has delivered it. has had it put into use or has had it edited.
- This article also relates to assignments that include the assembly or disassembly or transport of items.
- Deviations of minor significance – including color deviations and deviations in screen display – from the performance intended in the order or from a design, test, (trial) print and (or) (trial) model do not change the obligations resting on the parties and therefore constitute no reason for rejection, discount, dissolution of the agreement or compensation.
- Deviations that, taking all circumstances into account, reasonably have no or only a minor influence on the usability and (utility) value of the delivered or delivered item are always deemed to be deviations of minor significance.
Article 15: COMPLAINTS
- The client must submit a complaint with regard to the work performed or goods delivered or delivered by the contractor or the amount of the invoice within seven days after the day of delivery resp. communicate the invoice date to the contractor in writing. If a scaffold or aerial platform was used during delivery or assembly, a complaint must in principle be made before its removal.
- If the client could not or should not have discovered a defect within the period referred to in paragraph 1, he must notify the contractor in writing within seven days after he could reasonably have done so, stating reasons to the satisfaction of the contractor as to why he could not or should not reasonably have discovered that defect earlier.
- After the expiry of the periods referred to in paragraphs 1 and 2, the right of complaint lapses.
- In the cases referred to in paragraphs 2 and 3 of article 14, the client never has any right of complaint.
- Complaints do not suspend the payment obligation of the client.
- In the event of a justified complaint, the contractor may choose between (i) adjusting the amount of its invoice and (ii) improving or re-performing the rejected work, replacing or adjusting (the defective or damaged part of) the delivered goods, to which he may (as far as reasonably possible) attach the resolutive condition that these items are returned to him within one week of his notification.
Article 16: WARRANTY
- The following are expressly excluded from any warranty on goods or work delivered by the contractor: normal wear and tear (including gradual discoloration, chalking and reduction in gloss), reduction of possibilities for use and decreasing compatibility due to advances in technology or otherwise, any form of damage occurring during or after the application of (self-adhesive) materials by the client, damage due to incompetent or careless use, damage arising after or as a result of changes made after delivery. The contractor guarantees the soundness of the construction of the delivered goods for a maximum period of three months after delivery, but never going beyond the warranty provided to the contractor itself by its supplier.
- The warranty for goods or works supplied by the contractor, but manufactured by others, only includes the warranty provided by these others to the contractor.
- The costs of tools to be used for warranty work, such as scaffolding and aerial platforms, are not covered by the warranty and are for the account of the client.
Article 17: PAYMENT
- The contractor determines the payment terms. The contractor may request a full or partial down payment before commencing the execution of the assignment, or demand payment in instalments.
- The contractor may choose to send invoices by e-mail or to include them in a payment portal.
- The payment term for invoices is 14 days. The client may not set off or suspend, nor apply any other withholding.
- Only the bank’s notification that an amount has been credited to the bank account indicated on the invoice will count as payment. If the client has not paid in full within the applicable term, he is legally in default, and all claims that the contractor has against the client are immediately due and payable. From that moment on, the (business) client owes statutory (commercial) interest on the entire amount due, without any demand or notice of default, without prejudice to the further rights that the contractor has.
- If the client has not paid or has not paid on time, the contractor may suspend the (further) execution of each assignment by invoking the uncertainty exception (Article 6:263 of the Dutch Civil Code).
- All judicial and extrajudicial costs related to the collection of any claim of the contractor against the client will be borne by the client. The extrajudicial costs are set at 15 percent of the amount due, excluding VAT, with a minimum of EUR 250.
- Payments serve in the first place to settle overdue interest and collection costs and then to discharge the longest outstanding claim (invoice).
- The increases referred to in paragraphs 4 and 6 only replace compensation for damage caused by delay. In addition to this compensation, compensation is owed on the basis of the law.
- Fulfillment of the payment obligations applies to each of the principals jointly and severally or otherwise, regardless of the name of the invoice.
Article 18: RIGHT OF RETENTION, RETENTION OF TITLE AND PLEDGE
- The contractor may keep in possession of the client’s items in his possession, as well as those items that have been compiled or drawn up by the contractor on behalf of the client, until the client has fulfilled all its obligations towards the contractor.
- The full right of ownership to goods delivered by the contractor to the client remains with the contractor until the client has fulfilled all its obligations towards the contractor. Until this moment, the client may not dispose of the aforementioned items in any way. Constructions applied to (immovable) property are regarded by the parties as movable, unchecked property, so that the retention of title continues to apply.
- By granting an order, the client grants a right of pledge on all goods and data of the client that have been brought under the control of the contractor by the client in the context of the execution of the order, such to additional security for everything that the client, in whatever capacity and on whatever basis, may owe the contractor, including unclaimable and conditional debts.
Article 19: VARIOUS
- All quotations, offers, assignments and agreements and disputes arising therefrom are exclusively governed by Dutch law. Quotations, offers, orders and agreements are deemed to have been made in the Netherlands, resp. given, closed and executed.
- A dispute exists if one of the parties argues that it does.
- The court in the district where the contractor has its office is exclusively authorized to hear disputes in the first instance, unless the subject of the dispute falls within the jurisdiction of the subdistrict court judge.
October 2020, SI’BON SIGN TERMS 2020