GENERAL TERMS AND CONDITIONS – DITT B.V. CoC 08146211
These General Terms and Conditions consist of a General Section A and Special Section B, which are inextricably linked.
A – GENERAL SECTION
Article 1 Definitions
- DITT means: DITT B.V., or affiliated companies/enterprises, being the Vendor.
- Client means: the party which has granted DITT a contract for (a combination of) the delivery of goods, the provision of services, or the performance of work, or the party which has invited DITT to make a corresponding offer.
- A contract means: the agreement by which DITT commits itself to the Client to deliver goods, provide services, or perform of work, or a combination thereof.
Article 2 Applicability
- These General Terms and Conditions apply to all offers and agreements made or concluded by DITT concerning the delivery of goods and/or the possible related performance of work and/or provision of services for the Client. They also apply to all obligations arising from agreements later concluded between the parties.
- The New Regulations 2005 (DNR 2005) apply to all work and agreements of DITT. The terms architect and advisor refer to DITT.
- If provisions of these General Terms and Conditions deviate from the DNR 2005, the provisions of these General Terms and Conditions will prevail.
- Deviation from the articles in these General Terms and Conditions is only possible in writing. The other articles in these General Terms and Conditions which are not explicitly deviated from will remain in full force and effect.
- The Client may not derive any future rights from any deviating conditions that have been accepted in writing.
- The applicability of General Terms and Conditions used by the Client is explicitly rejected.
- If one of the provisions of these General Terms and Conditions is null and void, a valid provision which corresponds to the void provision as closely as possible will be deemed to have replaced the void provision. The same applies to provisions on which DITT cannot rely for other reasons. The other provisions of these General Terms and Conditions will always remain in force.
- These General Terms and Conditions also apply to the relationship between the Client and third parties hired by DITT.
- If any provision of our condition is found to conflict with current or future laws, this provision will be replaced by a provision which is permitted by law which corresponds to the nature and intention of the conflicting provision as closely as possible, or a provision which is considered reasonable and fair in the industry.
Article 3 Offers
- All offers are without obligation, unless agreed otherwise in writing. An offer which contains a period for acceptance may always be revoked by DITT, even after receipt of the order or contract, provided that this takes place within five business days.
- Any documentation included in the offer will only be informative and not bind DITT, unless indicated otherwise.
- If work to electricity and water installations is not part of the contract, the present electricity and water installations are taken into account as much as possible during the preparation of the design on which the offer is based. Any necessary adjustments are not included in the (price of the) offer. DITT will make a (separate) offer at the request of the Client.
- DITT expressly reserves the intellectual and industrial property rights to the documentation included in the offer. This documentation may not be copied or shown or disclosed to third parties by the Client without the prior written consent of DITT. The documentation may only be used in the context of the relevant contract.
Article 4 Contract
- A contract must contain at least a detailed description of the work and the report or opinion. Work that is not part of the scope of the contract will be charged as additional work.
- Changes to the original order or contract of any kind must be accepted by DITT in writing. The originally agreed implementation period will lapse as a result of the change.
- If changes to the (circumstances and, consequently the) contract result in a higher price than provided for in the offer or order confirmation, DITT has the right to increase the price accordingly. Changes to the contract which lead to a reduction of the costs may lead to a corresponding adjustment of the agreed price.
Article 5 Agreement
- An agreement will only be deemed to have been concluded once DITT has accepted the order or contract in writing or has started with its implementation.
- The content of the agreement is determined by the offer and/or order confirmation of DITT and these General Terms and Conditions.
- The rights and obligations arising from the agreement(s) between DITT and the Client cannot be transferred to third parties by the Client without the prior written consent of DITT.
Article 6 Prices
- Unless indicated otherwise, the prices included in the agreement do not include VAT, final cleaning, municipal levies, duties, etc.
- If after the submission of an offer changes to one of the price-determining factors occur, including increases in wages, raw material prices, transport costs, exchange rates, insurance premiums, and government levies, DITT has the right to adjust its prices accordingly, even if the agreement has already been concluded, unless fixed prices have been agreed on. Price changes of more than 10% give the Client the right to dissolve the agreement against payment of the
costs, interest and loss of profit already incurred by DITT, provided DITT has informed the Client of these in writing within seven days after receipt of the corresponding notice. This dissolution does not give the Client the right to compensation for any damage.
- The price indicated in the offer is based on implementation during normal working hours. If due to circumstances not attributable to DITT work must take place outside of the normal working hours, the additional costs will be charged to the Client, unless these hours have been taken into account in the quotation or the order confirmation.
- Any additional work and/or work outside of the usual working hours will be charged separately at the standard prices, rates and surcharges of DITT.
Article 7 Invoicing and payment
- Unless otherwise agreed in writing, invoicing will take place as follows:
- 50% of the total price once the contract is granted;
- 45% of the total price at the start of assembly or before delivery of the products;
- The remaining 5% upon delivery or, if work has been agreed on, upon the completion of the work;
- The Client is required to pay all invoices without discount or set-off within fourteen days after the invoice date unless otherwise stated on the invoice by transfer to a bank account indicated on the invoice by DITT.
- If invoices are not paid within the indicated period, the Client will be in default by the mere expiry of the agreed payment period without notice being required, regardless of whether this failure is attributable to the Client.
- Without prejudice to any other of its right, DITT will in that case be entitled to charge interest on the outstanding amount of 1% per month or part of a month, to be calculated from the relevant due date.
- DITT is entitled to suspend its obligations with immediate effect in case of default of the Client.
- All judicial and extrajudicial costs incurred by DITT in relation to a dispute with the Client, both as plaintiff and defendant, will be borne by the Client. The extrajudicial collection costs based on the collection rate of the Dutch Bar Association, the judicial collection costs on the amount actually paid by DITT for the proceedings, even if these exceed the liquidated costs of the proceedings.
- Incoming payments will be used to pay the oldest outstanding claims (including interest and costs), even if the Client indicates otherwise.
- Delays in the work due to circumstances attributable to the Client will not affect the payment periods.
- Payments must be made as indicated on the invoice, which means that 95% of the amount must be paid at the start of the assembly or before the delivery of the goods. The date of receipt or the description will be considered the payment date.
- The payment obligation of the Client will not be suspended:
- if and to the extent wants to enforce any claims on DITT, even if these claims are related to complaints;
- if the work is delayed due to circumstances attributable to the Client.
Article 8 Cancellation
In case of full or partial cancellation by the Client which is not attributable to DITT, all costs incurred and profits lost by DITT for the order or contract will become immediately due and payable with a minimum of 10% of the principal, if needed plus any damage incurred by DITT as a result of the cancellation.
Article 9 Trial configuration
- If the Client wants, DITT can place a trial configuration.
- DITT has the right to charge the actual costs with a surcharge of 10% (including VAT) for the trial configuration in accordance with Article 7 of these General Terms and Conditions.
- If the Client wishes to keep the products, they will be charged at the regular rates, including the assembly and installation costs after deduction of amounts already paid.
- With respect to this trial configuration, the Client will be fully liable for loss and damage of the goods from the moment it is made available at its location until its complete removal by DITT. The trial configuration will remain the property of DITT at all times.
Article 10 Delivery period, delivery and risk
- The delivery period agreed on or indicated in the order confirmation and/or offer will not be a deadline, even if it has been expressly accepted by the Client. DITT will be in default after immediately after having received written notice in case of late delivery.
- Dates before which the agreed performances must be delivered by DITT, will always but not exclusively be renewed by periods determined by DITT, in case of:
- a delay due to any circumstances that temporarily impede the implementation, regardless of whether these can be attributed to DITT;
- The Client fails to fulfil one or more obligations towards DITT on any grounds, regardless of whether the reasons for this are valid or not, or if there are well-founded fears that he will fail to do so;
- The Client fails to enable DITT to carry out the agreed work. This situation will occur, among other things, if the Client fails to provide DITT with the necessary data, goods or facilities (in which case DITT has the right to charge the additional costs).
- Unless otherwise agreed, the delivery period will start on the last of the following dates:
- the day after the date on which the last signature is placed;
- the day on which DITT receives the documents, details, permits, material choices and the like needed to carry out the contract;
- the day of completion of the formalities necessary for the start of the work;
- the day on which the agreed amount of the first payment is received;
- the day on which DITT receives the approved drawings and designs.
- The work will be deemed to have been completed on the first of the following dates:
- approval by the Client;
- eight days after the written or oral notification by DITT that the work has been completed;
- the commissioning of the work or parts of it.
- Partial deliveries are permitted.
- If the Client wishes to reject the work or part thereof, he will inform DITT in writing within eight days after the notification of DITT that the work is completed, indicating the reason(s) and defect(s).
- The Client will only withhold its approval in case of serious defects that stand in the way of the use of the work.
- The risk will transfer to the Client:
- once the goods have been loaded onto the transport vehicle;
- if the goods cannot be delivered due to reasons not attributable to DITT;
- in case of any default by the Client.
Article 11 Complaints
- The Client must submit any complaints about the implementation or (partial) delivery of the contract within eight days after the expiry of the (sub)contact to DITT in writing with an accurate description of the complaint(s), on pain of forfeiture of its right to complain. Complains submitted after this period will no longer be accepted. Complains submitted after this period will no longer be accepted.
- If a complaint is accepted, this does not suspend the payment obligation of the Client.
- Complaints are not possible if:
- the damage is caused by negligence by the Client;
- The Client has acted in violation of the express instructions of DITT;
- The Client has failed to fulfil its obligations towards DITT (both financial and otherwise).
- If the insights in the sector or relevant government regulations change after the conclusion of the contract, this cannot be attributed to DITT and the Client cannot derive any rights to submit a complaint from this.
- If the Client submits specific complaints with due observance of the provisions of this article and DITT accepts this complaint, DITT will at its discretion implement the contract correctly itself, or outsource this implementation, or grant a price reduction. The rights derived from this by the Client are not eligible for transfer, including by operation of law.
- If a complaint is accepted outside of the cases described above, this will be done entirely voluntarily.
Article 12 Obligations of the Client
- The Client is required to accept and inspect the purchased goods at the agreed place of delivery.
- In case of assembly or installation work, the Client is required to ensure the:
- timely availability of the rooms/places where the work must be carried out and the presence of electricity, light, water and heating, as well as sanitary and accommodation facilities for staff. The spaces in which the work must be performed must be glass-tight, the walls perpendicular, the corners at 90 degrees, and the floors must be dry and clean, where applicable. All other structural requirements must be met and all other construction work must be completed.
- timely availability of a dry, heated, illuminated and separately lockable room in the immediate vicinity of the work to be carried out for staff and equipment;
- the required permits, the approved design drawings, and the necessary construction data;
- unrestricted progress of the work, even if others carry out for or for the benefit of the Client;
- measures to restrict public access to the site of the work;
- measures to prevent the loss of and damage to the delivered products and tools and equipment used by DITT to carry out the work;
- unrestricted access using a paved road to the location of the work for staff, equipment and vehicles of DITT for the performance of the work;
- provision of auxiliary personnel for the transport of equipment that cannot be moved by two persons and ready-to-use scaffolding, ladders and other auxiliary materials such as fuel and compressed air and suitable hoisting and lifting equipment, including controls, and general loading and transport equipment for horizontal and vertical transport;
- the correct relative humidity and temperature from the start of the work until completion of the work;
- protection against damage caused by third parties to delivered and/or installed goods;
- coordination between all stakeholders to ensure the unrestricted progress of the work.
- If the above conditions are not met, DITT has the right to suspend the work, in which case the delivery period will be extended accordingly. Additional costs, including storage costs, may be charged to the Client.
- Without prejudice to its other rights and claims, DITT is entitled to compensation for additional costs related to the failure to fulfil the above obligations by the Client.
- Unless agreed otherwise, replaced or detached components will remain the property of the Client. The Client will also acquire the ownership of packaging material that does not represent a value to DITT.
Article 13 Shortcoming, termination, dissolution, suspension
- DITT has the right to fully or partially terminate, dissolve or suspend the implementation of the agreement with immediate effect and without judicial intervention being required, without prejudice to its other rights (for fulfilment and/or compensation), if:
- The Client continues to fail to fulfil the obligations arising from the agreement (including these General Terms and Conditions);
- The Client acts in violation of any provision of the agreement between the parties or these General Terms and Conditions;
- The Client, if this is a natural person, passes away or is placed under guardianship, or if it requests suspension of payments or files for bankruptcy;
- the bankruptcy of the Client is requested;
- the company of the Client is shut down, liquidated or fully or partially acquired;
- a private agreement is offered;
- enforceable or provisional attachment is levied on any asset of the Client;
- if a notice of an inability to pay is submitted based on the corresponding provisions of the Dutch Coordination Act on Social Insurances and/or the Dutch Collection Act 1990.
- In all cases set out in paragraph 1 of this article, any claim on the Client will be immediately due and payable without DITT being held to pay any form of compensation. The Client will fully indemnify DITT in that case, including for the loss of profits.
- In all cases in which the Client must seriously considering the fact that it will be unable to fulfil its obligations towards DITT, including the circumstances listed in this article, as well as if the Client intends to move its place of establishment away from the Netherlands, the Client is required to immediately inform DITT by phone and confirm this notification in writing.
- The provisions of paragraph 1 of this article will apply mutatis mutandis if the Client in response to a written request fails to provide DITT with suitable security, such at the discretion of DITT.
Article 14 Reservation of ownership
- Delivery takes place subject to the reservation of ownership. This reservation applies to claims for payment of all goods (to be) delivered to the Client by DITT and/or work carried out in the context of the delivery based on the agreement, as well as any claims, including interest, fines and costs, due to the failure of the Client to fulfil the obligations of these agreements.
- DITT has the right to retrieve the goods that remained its property based on paragraph 1 of this article in any of the cases described in Article 13(1) of these General Terms and Conditions. Such retrieval will be considered dissolution of the agreement(s) concluded with the Client.
- Insofar necessary, DITT will be considered to have been irrevocably authorised by the Client to retrieve the goods from where they are located. Goods indicated on unpaid invoices that are present at the Client will be deemed to relate to those invoices and therefore are subject to the reservation of ownership.
- If and insofar necessary in the context of the normal business operations of the Client, it has the right to use the goods that are subject to the reservation of ownership. When the Client exercises this right, it will be required to deliver the goods that are subject to the reservation of ownership to third parties and with this same reservation of ownership only.
- The Client is also required to provide DITT at its first request with a silent lien on the current or future claims of the Client on these third parties. If the Client refuses this, this provision will reserve as an irrevocable mandate for DITT to establish the lien. These General Terms and Conditions serve as the required private deed for this purpose
and the date of the invoice will serve as the date on which the lien is granted as long as the deed(s) has/have not been established.
- The Client will immediately inform DITT of any attachment by third parties or the threat thereof which obstruct or prevents the possibility to exercise the ownership right or the right of first lien of DITT.
Article 15 Warranty
- Under the provisions set out below, DITT guarantees that for a period of three months after the (partial) delivery of the goods to the Client concerning the equipment used and the work meet the agreed specifications and the reasonable requirements of usability and soundness.
- The Client will inform DITT in writing within eight days after it has discovered or should have discovered any defects.
- No warranty will be provided if it has not been demonstrated to the satisfaction of DITT that any found defect has occurred as a result of errors in the construction, faulty finishing and/or the use of improper equipment.
- The Client will not be entitled to warranty if and insofar it fails to fulfil its obligations towards DITT. The Client will not be released from its obligations towards DITT that arise from this agreement due to the alleged failure of DITT to fulfil its payment obligations.
- The right to warranty will expire in the following cases:
- in case of constructions or material prescribed or approved by the Client or equipment or parts of the work delivered of carried out by the Client;
- in case of abnormal use or the failure to fulfil the required environmental conditions such as temperature and humidity;
- in case of work that must be implemented in spaces before these have been delivered to the Client;
- in case of glass, inscriptions, discolouration of wood and other materials and lighting;
- if the instructions for use and operation and/or energy supply are not strictly observed;
- in case of natural wear;
- if instructions on the use of the work are not observed. This also applies to instructions concerning placement and installation in case of the delivery of goods.
- The warranty obligation of DITT consists of the free repair or replacement of components which DITT considers defective or, at its discretion, the delivery of new components that were the subject of a complaint. The warranty obligation does not extend beyond those of the suppliers in case of subcontracted deliveries.
- All recommendations given by DITT are expressly excluded from the warranty and are considered to have been included in the specifications as referred to in paragraph 1 of this article.
Article 16 Liability and indemnification
- The liability of DITT is limited to the direct damage resulting from the fault or negligence of DITT with the exclusion of any consequential damage. Any other claims for damages on whatever grounds is excluded, except in case of intent or gross negligence attributable to DITT or its executive employees.
- DITT is also not liable for intent or (gross) negligence of its (non-executive) employees or others that are hired to implement the agreement. The employees themselves are not liable
for damage caused as described above, except in the case of intent or gross negligence. The liability for damage is limited to the net invoice amount.
- The Client will indemnify DITT and employees of DITT against any claims from third parties, including the employees of the Client, with respect to damage resulting from services provided by DITT, if and insofar the damage is caused by negligence attributable to the Client, employees of the Client, or others hired by the Client in the context of agreement(s) concluded with a third party. This also applies if it concerns product liability.
- DITT does not accept liability for recommendations provided by or on behalf of it, including provided drawings and the like.
- DITT is not liable for damage caused by inaccuracies in data, documents, materials, constructions, methods and the like or recommendations given to the Client by it or on its behalf for use during the implementation of the agreement.
- DITT is not held to check the documents and the like provided by the Client, or third-party documents provided through the Client. The Client guarantees the accuracy of these data and indemnifies DITT for any claims of third parties arising from inaccuracies. The Client is held to compensate DITT for all damage suffered by it due to the aforementioned possible inaccuracies.
Article 17 Force majeure
- Force majeure within the meaning of these General Terms and Conditions included any circumstance beyond the will and control of DITT, whether or not foreseeable at the time the agreement was concluded, due to which fulfilment cannot be reasonable required from DITT, including war, the risk of war, (the threat of) terrorism, mobilisation, riots, strikes, stagnation and/or difficulties in the production and/or processing by DITT or a subcontractor from which we source raw or auxiliary materials or in the transport or obstruction of the transport route, disruptions in the company of DITT or in one of its suppliers or third parties involved in the implementation of the agreement, errors in machines used by DITT or involved third parties, any shortcoming of suppliers or involved third parties, delays in the delivery of components, government measures such as attachment, the failure to obtain permits, import and export bans, illness of staff, epidemics, quarantine, extreme or unexpected traffic stagnation, fire, extreme and/or unsuitable weather conditions, storm damage, floods and other natural disasters, as well as any delays and a lack of capacity at DITT caused by the delay of other work of DITT arisen during the above circumstances.
- Force majeure gives DITT the right to fully or partially dissolve the agreement or to suspend the implementation of its obligations, without being held to pay any form of compensation. The Client will be required to pay for the already implemented part of the agreement.
- If a force majeure situation occurs at DITT, it will inform the Client as soon as possible and let it know whether fulfilment is still possible and, if yes, within what period.
- If fulfilment has become impossible, even when it has not become permanently impossible but cannot take place within two months, both parties have the right to dissolve the agreement by informing the other party in writing without the other party having the right to
claim any damage from the other party. The Client will be required to pay DITT for the part of the agreement that has already been implemented.
Article 18 Intellectual and industrial property rights
- All intellectual and industrial property rights that arise from the implementation of the agreement will be held by DITT without it being required to pay any form of compensation.
- The Client undertakes towards DITT to establish any intellectual and industrial property rights that arise from or relate to the contract in consultation with DITT and to transfer these to DITT at its first request and to carry out all actions and formalities that are necessary or useful to this end.
- Without prejudice to the right to use the designs, drawings, images, sketches, documents and other data provided by DITT and any changes thereto arising from the agreement with the Client, DITT reserves the rights and powers granted to it based on the Dutch Copyright Act.
- All documents provided by DITT, such as designs, images, drawings, sketches, documents and the like are solely intended to be used by the Client and may not be copied, disclosed or shared with third parties without the prior consent of DITT.
- DITT also reserves the right to use information gained during the implementation of the work for other purposes, provided that no confidential information is disclosed to third parties.
Article 19 Confidentiality
- The Client undertakes to maintain the complete confidentiality of all that is disclosed to it (by whatever means) concerning DITT and/or its products and services, everything in the broadest sense of the word (and therefore including but not limited to ideas, processes, methods, work, knowledge and intellectual and industrial property rights), both during and after the end of the agreement and the relationship between the parties.
- The duty of confidentiality does not apply to information and data:
- that are publicly known, other than through the (direct or indirect) action of one of the parties;
- that have been disclosed based on a statutory obligation or a court ruling with res judicata effect;
- for which DITT has granted a written release from the duty of confidentiality.
Article 20 Violations and fines
If the Client attributably fails to fulfil its obligations that have not been set out in these General Terms and Conditions, the Client will forfeit an immediately payable fine of € 25,000 for each violation, as well as an immediately payable fine of € 500 for each day that the violation persists, without prior default or summons being required, without prejudice to the right of DITT to claim full compensation.
Article 21 Staff
- The Client may as a rule not employ staff of DITT during the period of their employment agreement with DITT, or during the term of the agreement between the Client and DITT, as well as
for a period of one year after the end thereof, or to hire them in any way to carry out work, directly or indirectly, without the involvement of DITT.
This prohibition will also apply for a period of six months following the end of the employment relationship between DITT and the intended employee.
- If the Client concludes an employment agreement with the employees or candidates referred to in the previous article without the written consent of DITT, the Client will forfeit a fine of € 25,000 to DITT per intended employment relationship for each week or part thereof that such employment relationship has lasted or will last.
Article 22 Partial invalidity
If one or more provisions of the agreement with the Client or these General Terms and Conditions are found to be completely or partially invalid, the other provisions will remain in full force and effect. The parties will agree on a suitable arrangement to replace the invalid provisions that match the intent and intended economic results thereof in a legally effective manner as closely as possible.
Article 23 Applicable law
- The laws of the Netherlands apply to all offers, acceptances, agreements, work, deliveries and other (legal) actions, with the exclusion of the provision of Section 1, Title 7, Book 7 of the Dutch Civil Code (Contract), except for Article 7:412, unless legislation, the agreement or these General Terms and Conditions expressly determine otherwise.
- The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.
Article 24 Disputes
DITT has the right to exclusively submit any disputes arising from this agreement and for which the Court has absolute jurisdiction to the District Court of Almelo, such as the discretion of DITT unless the parties agree otherwise in writing.
B – SPECIAL PARTIAL RENTAL AND SALE OF OFFICE FURNITURE
Article 1 General
- The provisions of the General Section of these conditions apply in full. If a provision of this Special Section explicitly deviates from the provisions in the General Section, the provisions of the Special Section will apply.
- Deviations need to be expressly agreed in writing in mutual consultation. In case of disputes about the interpretation of these General Terms and Conditions, the Dutch text will prevail.
- If and insofar there are any doubts about the purport or intention of any provision of our conditions, DITT would be willing to provide a written explanation based on a request.
- These conditions are written on the basis of the business activities that are carried out by DITT, consisting of the rental and sale of office furniture in the broadest sense of the word.
- The term Client in this Special Section refers to the buyer and/or renter.
Article 2 Quotations
- All quotations and offers are made and discussions and/or negotiations take place based on the applicability of these conditions and with due observance thereof.
- Naturally, the quotations are always without obligation, unless otherwise indicated in the quotation. This also applies to all information provided in the quotation. All price lists, brochures and other data provided with the quotation are as accurate as possible. These indications are only binding if this has been expressly indicated.
- DITT is always willing to provide any information needed to conclude an agreement to ensure all relevant aspects of the ultimate agreement are clear. DITT assumes that the Client will also provide DITT with all necessary information to ensure DITT is aware of all relevant aspects of the ultimate agreement.
Article 3 The agreement
- An agreement for the sale or rental of office furniture will be concluded once DITT has received a duly signed contract.
- Any additional agreements and/or changes will only be binding if they have been confirmed by DITT in writing.
- DITT will only conclude agreements under the suspensive condition that the Client, at the sole discretion of DITT, is found to be sufficiently creditworthy for the fulfilment of the obligations arising from the agreement. Naturally, the Client will be given the opportunity to properly demonstrate its creditworthiness.
- DITT also has the right to demand security for the payment obligations before (continuing with) the implementation of the agreement.
Article 4 Rental conditions
- In case of a rental agreement, the Client undertakes to accept the goods on the date of delivery. This moment will be considered the start of the rental period. DITT will observe the agreed delivery period but is not
liable for any damage caused by delays outside of its sphere of influence.
- The rental period will end once DITT retrieves the good. The delivery and retrieval will only take place during office hours on business days.
- The minimum rental period will be 4 weeks. DITT has the right to charge a non-recurring surcharge for this first 4 weeks for orders up to an amount determined by DITT.
- The rent will be due weekly after the end of the first 4 weeks, in which context parts of a week will be considered full weeks.
- DITT has the right to adjust the rent based on the inflation rate after the calendar year.
- If no other period has been agreed on, the Client must observe a notice period of 10 business days. The Client must terminate the rental agreement in writing.
- Naturally, DITT will provide service in case of defects that are not the result of improper use.
- The Client is expressly forbidden to modify or move the rented objects itself. The Client will order DITT to do so. The costs associated with the work will be charged to the Client based on the actual work.
- As a Client, you are liable for all damage, whatever called, caused to the rented objects and will owe the purchase value if repairs are impossible.
- No changes may be made in or to the rented object and/or the rented objects may not be repaired, including by third parties. The Client is, therefore, required to hire DITT to carry out any repairs.
- The Client is required to keep the rented object under his control and to treat and store them as a good caretaker.
- The Client must always provide DITT with access to enable it to inspect the rented object.
- The Client must immediately inform DITT in writing if a request for suspension of payments is made and/or a bankruptcy is imminent and/or third parties have levied attachment on the rented objects.
- Naturally, the Client may not rent out and/or sell and/or otherwise encumber the rented objects to a third party.
- The Client is responsible for properly insuring all external calamities based on the new value, as is customary for a home and/or inventory insurance.
- The day on which the rental agreement ends, the Client will be required to return the rented object to DITT in the same state as they were delivered to the Client. Naturally, normal wear is not included.
Article 5 Prices
- Unless explicitly indicated otherwise, all prices will be ex-warehouse, exclude VAT, administration costs, shipping costs, insurance costs, import duties and other levies or taxes and will be in the Dutch currency.
- DITT will determine any agreed prices as accurately as possible, based on the costs applicable and known on the quotation or order date. If one of these cost price factors changes substantially, DITT will inform the Client as soon as possible and discuss the consequences of this original price.
- If the Client after the specification of DITT fails to reject the proposed price increase in writing within a period of 10 business days, the notice by DITT will apply and the new price will replace the old one.
- In case of a price change which is not accepted by the Client within the indicated period, DITT reserves the right to consider the agreement to be dissolved or to implement it based on the originally agreed price.
- Both parties will need to comply with price increases resulting from statutory regulations.
Article 6 Implementation of the agreement
- The order will be carried out by DITT in accordance with the quotation signed for approval by the Client, or at least in accordance with the written order granted by the Client.
- Shipping the delivered goods from the warehouse will be for the risk and account of DITT.
- If DITT or a third party has provided pallets, containers, crates or the like for the packaging and/or the transport, whether or not against payment of deposit, the Supplier will be required to (unless it concerns non-reusable packaging) return these pallets and the like to the address indicated by DITT, failing which the Client will owe compensation to DITT.
Article 7 Periods
- Periods indicated and laid down by DITT are not deadline if this has not been expressly indicated.
- DITT strives to deliver the goods within the agreed period and will timely inform the Client if delivery within this period will not be possible.
- If the failure to observe the delivery period is the cause of force majeure, DITT has the right to suspend the performance for the duration of the force majeure situation.
- If the Client imposes a deadline on DITT after the expiry of the agreed deadline, the Client must observe a period of at least 15 business days, besides the agreed period.
- DITT will only consider itself to be in default once the Client has informed DITT thereof.
Article 8 Payment
- The invoice must unless explicitly agreed otherwise in writing, be paid in cash upon delivery but at the latest within 14 days after the invoice date without any discount or set-off, except in case of a claim of the Client accepted by DITT in writing, and in the manner indicated on the invoice.
- The currency date indicated on the bank and giro statements of DITT is decisive and will be considered the payment date. The payment will always be used to pay the interest owed by the Client and any collection and/or administration costs incurred by DITT before being used to pay the oldest outstanding invoice.
- If 8 business days have passed after the date on which the invoice was sent without written objection from the Client, DITT will also that the Client accepts the invoice.
- If the Client:
- is declared bankrupt, submits a request for suspension of payments, or attachment is levied on all or part of the assets;
- passes away or is placed under guardianship;
- fails to fulfil any obligations under law or otherwise towards DITT;
- fails to pay an invoice amount or part thereof within the indicated period;
- decides to discontinue or transfer its company or an important part thereof;
DITT will have the right to consider all current agreements to be dissolved and all that is due to it will become immediately due and payable. DITT will be released from its obligation to perform on whatever grounds.
- If no payment has taken place within the agreed period, the Client will owe interest from the date of the default equal to the statutory interest rate plus 2%.
- The Client will always owe the reasonable costs for any summons sent by DITT, to be determined by DITT itself. All extrajudicial costs incurred by DITT will also be borne by the Client.
These costs will be determined in accordance with the applicable collection rates of the Dutch Bar Association and calculated on the principal plus the interest due.
Article 9 Additional liability clause
Naturally, DITT is insured against the normal business risks and the contents of the relevant policy sheets will be decisive where appropriate.
DITT is not the producer of any goods delivered by it, and DITT rejects any form of product liability.