Article 1. General:
These terms and conditions apply to every offer, quotation and agreement between 7Digits B.V. hereinafter referred to as: “User”, and a Counterparty to which the User has declared these terms and conditions applicable, insofar as applicable. these terms and conditions have not been explicitly deviated from by the parties in writing.
The present terms and conditions also apply to agreements with the User, for the implementation of which the User must involve third parties.
These general terms and conditions have also been written for the employees of the User and its management.
The applicability of any purchase or other conditions of the Other Party is expressly rejected.
If at any time one or more provisions in these general terms and conditions are wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The User and the Other Party will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the explanation must be given ‘in the spirit’ of these provisions.
If a situation arises between the parties that is not 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 terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotations and offers:
1 All quotations and offers from the User are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime. 2 The User cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error. 3 The prices stated in a quotation 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 administration costs, unless indicated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise. 5. A composite quotation does not oblige the User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; delivery terms, implementation and amendment of the agreement:
The agreement between the User and the Other Party 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 completion of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give User written notice of default. User must be offered a reasonable term to still implement the agreement.
If the User requires information from the Other Party for the execution of the agreement, the implementation period will not commence until after the Other Party has made these correctly and completely available to the User.
Delivery takes place ex works of the User. The Other Party is obliged to take delivery of the goods the moment they are made available to it. If the Other Party refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Other Party.
User has the right to have certain activities performed by third parties.
If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a following phase until the Other Party has approved the results of the preceding phase in writing.
If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The User will provide a price quote in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is changed, including an addition, the User is entitled to implement it only after approval has been given by the person authorized within the User and the Other Party has agreed to the price and other conditions stated for the implementation. , including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of the User, nor is it a ground for the Other Party to terminate the agreement. Without being in default, User can refuse a request to change the agreement, if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
If the Other Party should fail to properly fulfill its obligations towards the User, the Other Party will be liable for all damage (including costs) on the part of the User as a result, whether directly or indirectly.
If the User agrees on a fixed price with the Other Party, the User is nevertheless entitled at all times to increase this price without the Other Party being entitled in that case to dissolve the agreement for that reason, if the price increase results. from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Other Party who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless the User is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from an authority or an obligation resting on the User under the law or if it has been stipulated that the delivery will take place more than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement:
User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if: – the Other Party does not fulfill the obligations under the agreement, not fully or not on time; – Circumstances that have come to the attention of the User after the conclusion of the agreement give good grounds to fear that the Other Party will not fulfill its obligations; – the Other Party was requested to provide security when concluding the agreement for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; – If, due to the delay on the part of the Other Party, the User can no longer be expected to fulfill the agreement under the originally agreed conditions, the User is entitled to dissolve the agreement.
Furthermore, User is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if otherwise circumstances arise that are of such nature that unaltered GENERAL TERMS AND CONDITIONS OF 7DIGITS B.V. or RL IT INVEST HOLDING BV . FILE NO. 27195130 maintenance of the agreement cannot reasonably be expected of the User.
If the agreement is dissolved, the User’s claims against the Other Party are immediately due and payable. If the User suspends the fulfillment of the obligations, he retains his rights under the law and the agreement.
If the User proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs incurred in any way.
If the dissolution is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
If the Other Party does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Other Party, due to breach of contract, is obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by the User, the User will arrange for the transfer of work still to be performed to third parties in consultation with the Other Party. This unless the termination is attributable to the Other Party. If the transfer of the work entails additional costs for the User, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the aforementioned term, unless the User indicates otherwise.
In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Other Party, of debt restructuring or any other circumstance as a result of which the Other Party cannot can longer freely dispose of its assets, the User is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the User’s claims against the Other Party are immediately due and payable.
If the Other Party cancels an order placed in whole or in part, the goods ordered or prepared for that purpose, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. are being brought.
Article 5. Force majeure:
The User is not obliged to fulfill any obligation towards the Other Party 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 in traffic opinions are accounted for.
Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which the User cannot exercise any influence, but as a result of which the User is unable to fulfill its obligations to come. Strikes in the company of the User or of third parties included. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after User should have fulfilled his obligation.
User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
Insofar as the User has partially fulfilled or will be able to fulfill his obligations under the agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, the User is entitled to fulfill or fulfill the obligations already fulfilled. will be invoiced separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs:
Payment must be made no later than 14 days after the invoice date, in a manner to be indicated by the User in the currency in which the invoice is made, unless otherwise indicated in writing by the User. User is entitled to invoice periodically.
If the Other Party fails to pay an invoice on time, the Other Party is legally in default. The Other Party will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due and payable will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount owed.
The User has the right to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
The User can, without being in default as a result, refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. The User can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid. 5. The Other Party is never entitled to set off the amount owed by it to the User.
Objections to the amount of an invoice do not suspend the payment obligation. The Other Party who cannot invoke section 6.5.3 is also not entitled to suspend payment of an invoice for any other reason.
If the Other Party is in default or in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport: Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs owed.
Article 7. Retention of title:
All goods delivered by the User under the agreement remain the property of the User until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with the User.
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 Other Party is not authorized to pledge or in any other way encumber the items subject to retention of title.
The Other Party must always do everything that can reasonably be expected of it to safeguard the User’s property rights.
If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Other Party is obliged to immediately inform the User thereof.
The Other Party undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the User on first request. In the event of a payment of the insurance, the User is entitled to these tokens. To the extent necessary, the Other Party undertakes in advance towards the User to cooperate with everything that may (prove) be necessary or desirable in that context.
In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance 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 those items to take back.
Article 8. Warranties, research and complaints, limitation period:
The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party itself must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case, the user can set other warranty and other conditions with regard to the goods to be delivered or work to be performed.
The guarantee referred to in paragraph 1 of this article applies for a period of 30 days after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns an item that was used by a third party, GENERAL TERMS AND CONDITIONS OF 7DIGITS B.V. or RL IT INVEST HOLDING BV. FILE NO. 27195130, the warranty is limited to that provided by the producer of the item, unless otherwise stated.
Any form of warranty will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof or use after the best-before date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without written permission from The User, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached thereto or if they have been processed or processed in a manner other than the prescribed one. The Other Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond the User’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
The Other Party is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to it or the relevant work has been carried out. In doing so, the Other Party should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any case no later than fourteen days after discovery. The report must contain as detailed a description as possible of the defect, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint or have it investigated.
If the Other Party makes a timely complaint, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered goods.
If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation.
If it is established that a good is defective and a complaint has been made in good time, the User will return the defective good within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Other Party, at its option. of the User, replace or arrange for its repair or pay replacement compensation for it to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User as a result, will be borne in full by the Other Party.
After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the User and the third parties involved by the User in the execution of an agreement is one year.
Article 9. Liability:
If the User should be liable, this liability is limited to what is regulated in this provision.
The User is not liable for damage, of whatever nature, caused by the fact that the User relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.
If the User should be liable for any damage, the User’s liability 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 liability of the User is in any case always limited to the amount paid out by his insurer, where appropriate.
User is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs to determine 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 to compensate the defective performance of the User. to have the agreement fulfilled, insofar as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
User is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.
Article 10. Transfer of risk:
The risk of loss, damage or depreciation is transferred to the Other Party at the moment when goods are brought under the control of the Other Party.
Article 11. Indemnification:
The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the User.
If the User should be addressed by third parties for this reason, the Other Party is obliged to assist the User both in and out of court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, the User is entitled to do so itself, without notice of default. All costs and damage on the part of the User and third parties that arise as a result will be entirely at the expense and risk of the Other Party.
of whatever nature, the user has assumed the names and/or incomplete data designed by the Other Party.
The User may be liable for the User’s liability limited to a maximum of the invoice, if up to that liability risk.
The liability for use is in any case limited to the amount paid out by the insurer where appropriate. 5. User is only liable for direct damage.
Under the direct consequences of the damage, for the occurrence of the meaning of these conditions, initial costs for compensation of the development performance of the User. execution of the agreement, insofar as this limiting direct damage as referred to in the general terms and conditions.
is never liable for indirect damage, including use damage, lost profit, lost savings and damage due to business interruption.
The provisions of liability included in this article do not apply if the damage is caused by gross negligence on the part of the user of managerial subordinates.
Article 12. Intellectual property:
User reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is disclosed to third parties.
Article 13. Applicable law and disputes:
All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an agreement is wholly or partially performed 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 User’s place of business has exclusive jurisdiction to hear 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 only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 14. Location and amendment of terms and conditions:
These terms and conditions have been filed with the Haaglanden Chamber of Commerce.
The most recently registered version or the version that applied at the time of the establishment of the legal relationship with the User is always applicable.
The Dutch text of the general terms and conditions is always decisive for the explanation thereof.
