Terms and Conditions
Article 1 - Definitions
Offer: any offer by Merlijn Meubel en Interieurbouw to the Client;
General Terms and Conditions: the entirety of the provisions as included below;
Day: calendar day;
Employee(s): persons who are employed by Merlijn Meubel en Interieurbouw or by one of the companies affiliated with Merlijn Meubel en Interieurbouw, as well as auxiliary persons engaged by Merlijn Meubel en Interieurbouw;
Client: the party with whom Merlijn Meubel en Interieurbouw negotiates the conclusion of the Agreement and/or with whom Merlijn Meubel en Interieurbouw concludes the Agreement;
Contractor: Merlijn Meubel en Interieurbouw, with registered office address Oostzijde 260 F, 1508 ES in Zaandam, registered with the Chamber of Commerce under number 62862146;
Delivery time; the indicative term specified by Merlijn Meubel en Interieurbouw for the completion of the Work or a part thereof, to the Client;
Agreement: an agreement concluded between Merlijn Meubel and Interieurbouw and the Client, including any changes agreed upon after the conclusion, and the agreed additional and/or less work;
Party(ies): Client or Merlijn Meubel en Interieurbouw. When the term is used in the plural form, Client and Merlijn Meubel en Interieurbouw mean;
Management Price: the performance of the Work and the delivery of Goods at an hourly rate + material costs and costs of third parties plus a surcharge percentage of 20%;
Estimated Post: an estimated sum of money stated in the Offer and/or the Agreement for the purchase of certain items and/or the processing thereof, and/or the performance of Work, the exact scope of which cannot yet be determined. At Stelposten, payment is made on the basis of actually spent (labour) costs (hourly rate), plus a 15% surcharge for Merlijn Meubel and Interieurbouw;
Fixed price: the performance of the Work and the delivery of goods that have been agreed between the Client and Merlijn Meubel en Interieurbouw against a predetermined total amount;
Workable days: a calendar day, unless it falls on a day of rest or public holiday, holiday or other non-individual day off, recognized by the government or by or pursuant to a collective labor agreement, recognized by the government or by virtue of a collective labor agreement. Workable days are considered unworkable if the majority of the employees or machines cannot work on them for at least five (5) hours due to circumstances beyond the liability of Merlijn Meubel en Interieurbouw;
Activities: the performance of all agreed activities and the delivery of goods in accordance with the Agreement and/or the agreed additional work.
Article 2 - Applicability
2.1 These General Terms and Conditions apply to all Offers of Merlijn Meubel en Interieurbouw and/or all Agreements concluded with Merlijn Meubel en Interieurbouw and to all other legal relationships between the Client and Merlijn Meubel en Interieurbouw.
2.2 The applicability of any purchase and/or other conditions of the Client is expressly rejected. In the event that the Client refers to its own terms and conditions and declares those terms and conditions applicable, the Parties expressly agree by accepting these General Terms and Conditions that Merlijn Meubel en Interieurbouw is not bound by those terms and conditions of the Client.
2.3 Prior to the conclusion of the Agreement, the text of these General Terms and Conditions will be made available to the Client. If this is not reasonably possible, Merlijn Meubel en Interieurbouw will indicate, before the Agreement is concluded, how the General Terms and Conditions can be viewed at Merlijn Meubel en Interieurbouw and that they will be sent free of charge by e-mail as soon as possible at the request of the Client. are sent.
2.4 The General Terms and Conditions are accessible to everyone and included on the website https:www.merlijn-meubels.nl/algemenevoorwaarden
2.5 Merlijn Meubel en Interieurbouw is entitled to unilaterally change these General Terms and Conditions. In that case Merlijn Meubel en Interieurbouw will inform the Client of the changes in good time. There will be at least 30 days between this notification and the entry into force of the amended Terms and Conditions. If the change results in the Client being provided with a performance that deviates substantially from the original performance, the Client has the right to dissolve the Agreement in writing as of the date on which the changed conditions come into effect.
2.6 These General Terms and Conditions also apply to anyone engaged by Merlijn Meubel en Interieurbouw, and anyone for whose acts or omissions Merlijn Meubel en Interieurbouw is or may be liable.
2.7 Deviating provisions are only valid if they have been expressly agreed in writing in advance between the Client and Merlijn Meubel en Interieurbouw.
Article 3 – Offer
3.1 An Offer by Merlijn Meubel en Interieurbouw is entirely without obligation. The price calculations and conditions included in the Offer apply exclusively to the Work and/or Items specified. If an Offer has a limited period of validity, or is subject to different conditions, this will be expressly stated in the Offer.
3.2 It is clear from the Offer whether there is a fixed price, cost price or target price.
3.3 If an Offer from Merlijn Meubel en Interieurbouw is (partly) based on information provided by the Client, the Client is responsible for the completeness and accuracy of the information. The consequences of providing incomplete and/or inaccurate information, including information that does not correspond to reality, will be at the expense and risk of the Client.
3.4 All information, illustrations, drawings, data, specifications and/or other characteristics provided with the Offer are always approximate and are only binding on Merlijn Meubel en Interieurbouw if this has been expressly indicated in writing by Merlijn Meubel en Interieurbouw. Deviations cannot give rise to compensation, complaints or dissolution.
3.5 Merlijn Meubel en Interieurbouw cannot be held to its Offer if the Client should have understood that the Offer, or a part thereof, contained an obvious mistake or error.
3.6 Upon acceptance of a non-binding Offer, Merlijn Meubel en Interieurbouw reserves the right to revoke or deviate from the Offer after receipt of the acceptance.
3.7 Verbal promises are only binding on Merlijn Meubel and Interieurbouw after they have been confirmed expressly and in writing by Merlijn Meubel en Interieurbouw.
3.8 If an Offer is quoted on the basis of the Directing Price, the actual hours and costs worked by Merlijn Meubel en Interieurbouw will be charged to the Client in accordance with the (hourly) rate indicated in the Offer, increased by a 15% mark-up for profit and general costs. This also applies to Proposed Items included in the Quotation.
3.9 A composite Offer does not oblige Merlijn Meubel en Interieurbouw to perform part of the Offer for a corresponding part of the price stated in the Offer.
3.10 The Offer does not automatically apply to follow-up Offers, items and/or Work.
3.11 Additions, changes and/or further agreements are only effective if expressly agreed in writing between the Parties.
Article 4 – Method and costs Offer
4.1 Merlijn Meubel en Interieurbouw will, after being approached by the Client, enter into discussions with the Client in order to get the best possible picture of the wishes.
4.2 Based on this conversation, Merlijn Meubel en Interieurbouw will make a 3D design, which will also function as a working drawing. Based on this 3D design, it will be calculated approximately how much material is needed so that Merlijn Meubel en Interieurbouw can prepare an Offer.
4.3 If Merlijn Meubel en Interieurbouw needs more than 4 hours to make an Offer, Merlijn Meubel en Interieurbouw will charge the additional hours to the Client, regardless of whether the Client accepts the Offer. Merlijn Meubel en Interieurbouw will inform the Client of this before the Client gives the order to make an Offer.
Article 5 - Agreement
5.1 The Agreement only becomes binding for Merlijn Meubel en Interieurbouw upon its written confirmation. If an Offer is accepted by the Client within the term for acceptance as stated in the Offer, an Agreement is concluded at the moment that the Client accepts the Offer.
5.2 Insofar as the acceptance by the Client of an Offer made by Merlijn Meubel en Interieurbouw deviates in any way from the Offer, an Agreement will only be concluded at the moment that Merlijn Meubel en Interieurbouw has expressly stated in writing the conclusion and the content of the Agreement. confirms.
5.3 Merlijn Meubel en Interieurbouw reserves the right, without stating reasons, not to accept the acceptance of an Offer made by it or to accept it only under additional and/or amended condition(s).
5.4 If the communication was only oral, then the Agreement will nevertheless be concluded at the moment that Merlijn Meubel en Interieurbouw actually starts the execution of the Agreement or gives instructions to third parties to do so. In this case, the invoice is deemed to fully and correctly reflect the content of the Agreement.
5.5 The risk of mistakes and/or inaccuracies in orders not confirmed in writing is entirely at the expense of the Client.
5.6 Information regarding the offer, such as properties, specifications, measurements, weight, etc., as well as information in printed matter, drawings, images, etc. provided by Merlijn Meubel en Interieurbouw with the Offer, are not binding for it and are given in good faith.
5.7 The Work will be delivered as specified in the Agreement, on the understanding that minor or minor changes made by Merlijn Meubel and Interieurbouw that do not affect the quality of the Work are permitted. Deviations cannot give rise to compensation, complaints or dissolution.
5.8 Merlijn Meubel en Interieurbouw is authorized to engage third parties for the performance of the Agreement.
Article 6 - Prices
6.1 The stated prices and rates are exclusive of turnover tax and any other government-imposed levies. If the Client is a Consumer, the VAT will be stated in the Offer.
6.2 Price increases that are the result of statutory regulations or provisions will be charged immediately and in full to the Client.
6.3 In the Offer and/or the Agreement, daily prices are used in accordance with the cost level for wages, social security contributions and material prices at the time of the Offer. If cost-increasing circumstances arise after the Agreement has been concluded, Merlijn Meubel en Interieurbouw is entitled to pass on the cost increase to the Client and the Client is obliged to pay the cost increase to Merlijn Meubel en Interieurbouw. The date of the Offering is regarded as the reference date for settlement. Merlijn Meubel en Interieurbouw will inform the Client in good time of the necessity of the price increase.
6.4 Merlijn Meubel en Interieurbouw is also authorized to pass on price increases if they take place 3 (in words: three) months after the conclusion of the Agreement. A price increase can arise due to, among other things (not exhaustive): increase in transport costs, operating costs, consumables used, goods, means of transport, war, weather conditions, calamities, scarcity, a change in the relevant collective labor agreement, or as a result of laws, decrees or orders of of a mandatory nature.
6.5 Merlijn Meubel en Interieurbouw is also entitled to charge the Client for a cost increase that is the result of incorrect information provided by the Client.
6.6 All prices are subject to printing and typesetting errors. No liability is accepted for the consequences of printing and typing errors.
Article 7 – Obligations and liability of the Client
7.1 The Client will always, solicited and unsolicited, provide all relevant and essential information in a timely and truthful manner that is necessary for the design, implementation and completion of the Agreement. The Client guarantees and bears the (financial) risk of the correctness, completeness and reliability of the information provided to Merlijn Meubel en Interieurbouw, even if it originates from third parties.
7.2 If the necessary information for the performance of the Agreement has not been made available by the Client, has not been made available on time or has not been made available in accordance with the agreements made, or if the Client has not fulfilled its (information) obligations in any other way, Merlijn Meubel en Interieurbouw authorized to suspend the execution of the Agreement.
7.3 The Client must ensure that Merlijn Meubel en Interieurbouw has timely access to:
a. the data required for setting up the Work and any approvals;
b. the workplace where the Work is to be performed. The workplace for Merlijn Meubel en Interieurbouw and/or its Employees must also be available for at least 4 working days per working week from 07:00 to 17:00;
c. sufficient connection options and sufficient capacity for electrical machines, lighting, heating, gas, water and other energy required for the performance of the Work.
7.4 The Client undertakes to take receipt of all goods that must be delivered under the Agreement as soon as they are made available to it and to ensure adequate and safe storage of the goods. The provisions of article 14 apply mutatis mutandis.
7.5 The Client is liable for damage to goods that are located where the goods are stored on the instructions of the Client and/or where the Work is performed by Merlijn Meubel en Interieurbouw. Damage is understood to include theft, damage and loss.
7.6 If the Client itself has to take care of the delivery of certain items and/or the performance of work, the Client is liable for the resulting delay costs if this is not done on time or if this is not done in accordance with the standard. These additional costs will be charged to the Client in accordance with the usual rates of Merlijn Meubel en Interieurbouw.
7.7 If the Client itself has to take care of the delivery of certain items, data and/or Work, the Client is liable for damage to the work as a result of work performed or deliveries made by third parties or on its behalf.
7.8 If the Client prescribes and/or presents certain working methods, drawings, orders, instructions, constructions, items and/or items, the Client bears full responsibility and liability for this.
Article 8 - Obligations of Merlijn Meubel and Interieurbouw - Execution of the Agreement - Terms
8.1 Merlijn Meubel en Interieurbouw will observe the care of a good contractor in the execution of the Agreement and will execute the Agreement to the best of its knowledge and expertise.
8.2 Merlijn Meubel en Interieurbouw undertakes to inform and warn the Client in writing, insofar as Merlijn Meubel en Interieurbouw knew or should reasonably have known, if the demand specification, the information, data or items made available by the Client or the instructions or changes that the Client instructs Merlijn Meubel en Interieurbouw clearly contain such errors, are incomplete or show defects before (further) delivery of the Work.
8.3 All items used by Merlijn Meubel en Interieurbouw must be of good quality, suitable for their intended purpose and meet the requirements.
8.4 The agreed or specified Delivery or Delivery period is always indicative and therefore never a strict deadline, unless the Parties have expressly agreed otherwise in writing.
8.5 If a Delivery or Completion Period has been agreed, this period starts on the Business Day following the Day on which all information, matters and data in the correct format in the opinion of Merlijn Meubel en Interieurbouw are provided in the correct format. have been made available to the Client and the other necessary formalities have been complied with, including an agreed advance payment, and insofar as work must be done at a workplace to be designated by the Client in connection with the performance of the Agreement, this the judgment of Merlijn Meubel en Interieurbouw has/have been prepared and Merlijn Meubel en Interieurbouw has unimpeded access thereto or has been made available to it. The Delivery or Delivery period is based on the circumstances applicable at the time of the conclusion of the Agreement or the making of an Offer and the timely delivery of goods by third parties to Merlijn Meubel en Interieurbouw.
8.6 Change(s) to the Agreement and/or to the circumstances, more or less work, force majeure, extension or curtailment, suspension, default, delay in the delivery of goods by third parties to Merlijn Meubel en Interieurbouw and Unworkable days, may result that the originally agreed (Completion) Delivery period is exceeded by Merlijn Meubel en Interieurbouw. Merlijn Meubel en Interieurbouw has the right in all these cases to extend the delivery or completion period within reason and fairness. The client expressly agrees to this and is therefore never liable for any form of compensation.
8.7 If a deadline expressly agreed in writing between the Parties is exceeded, the Client must give Merlijn Meubel en Interieurbouw written notice of default. Merlijn Meubel en Interieurbouw must be offered a reasonable term to still implement the Agreement. In the event of default on the part of Merlijn Meubel en Interieurbouw, Merlijn Meubel en Interieurbouw will owe the Client a fixed compensation of €25 including VAT per Business Day, unless a different amount has been agreed in writing. The fixed compensation cannot be set off against what the Client owes Merlijn Meubel en Interieurbouw.
8.8 If the performance of the Agreement by Merlijn Meubel en Interieurbouw cannot take place or does not take place within the agreed Delivery or Delivery Period, which is not a strict Delivery or Delivery Period, Merlijn Meubel en Interieurbouw will inform the Client of the Delivery or Delivery Period as soon as possible. specify, within which the Agreement is delivered.
8.9 Exceeding the agreed delivery period, whether fatal or not, for whatever reason, does not entitle the Client to compensation or reimbursement of any other costs, except for the provisions of paragraph 10.
8.10 Merlijn Meubel en Interieurbouw has the right to suspend the performance of the Work in respect of the next phase until the Client has fully fulfilled its (payment) obligations in accordance with the previous phase, or has provided security for this.
Article 9 - Amendment or addition to the Agreement
9.1 The Work only includes the Work specified in the Agreement.
9.2 Any changes and/or additions required by the Client after the Agreement has been concluded in the performance of the Agreement must be notified to Merlijn Meubel en Interieurbouw in good time and in writing.
9.3 If the Parties have reached agreement on a specific change, additional or less work, extension or limitation of the Agreement, Merlijn Meubel en Interieurbouw will confirm the change to the Client in writing. This written confirmation will in any case show what the substantive, financial and temporal consequences of the change are.
9.4 All costs associated with changing the Agreement will be reimbursed by the Client to Merlijn Meubel en Interieurbouw, such as, but not limited to: purchased goods and/or services, calculations, drawings, auxiliaries engaged, cancellation costs, etc.
9.5 Merlijn Meubel en Interieurbouw is authorized to charge 25% of the associated costs as an advance payment to the Client in the event of agreed additional work. The price for the (remaining) additional work will be charged to the Client upon completion of the additional work. The client is obliged to pay these costs to Merlijn Meubel en Interieurbouw within 14 days of the invoice date.
9.6 If an amendment to the Agreement has been agreed in writing, the Client is also obliged to reimburse Merlijn Meubel en Interieurbouw for the agreed price for the items already delivered by Merlijn Meubel en Interieurbouw up to the time of the amendment.
9.7 Merlijn Meubel en Interieurbouw has the right to deviate from previously agreed delivery times and lead times insofar as this is necessary according to Merlijn Meubel en Interieurbouw to fulfill the obligations arising from the amended Agreement.
9.8 There is also additional work if, as a result of the provision of incorrect or incomplete information by the Client, Merlijn Meubel and Interieurbouw, the planned activities have to be reorganised. Merlijn Meubel en Interieurbouw is entitled to charge the costs for additional work to the Client on the basis of the rates applicable at the time of delivery or completion for the hours worked and items used.
Article 10 – Termination of the Agreement
10.1 Termination of the Agreement by the Client is not possible unless the Client is a consumer.
10.2 If the Agreement is terminated, costs will be attached to the termination of the Agreement. Termination of the Agreement, the Client owes the agreed amount or the target price plus the costs associated with the termination, less the costs not delivered and the costs not incurred. The loss of profit is therefore always reimbursed to Merlijn Meubel en Interieurbouw. If no fixed contract price or target price has been agreed, the Work already performed and delivered goods by Merlijn Meubel en Interieurbouw will be reimbursed, increased by the costs associated with the termination and increased by the estimated loss of profit and increased by a further payment, whether or not additional compensation.
Article 11 - Payment
11.1 Payments, including those in installments, must be made within 14 days of the invoice date. The value date stated on the bank statements of Merlijn Meubel en Interieurbouw on which a payment is received is considered to be the day on which the payment is made.
11.2 Claims are deemed not to have been paid until the Client has demonstrated payment thereof.
11.3 An objection with regard to an invoice must be submitted in writing to Merlijn Meubel en Interieurbouw within 7 Days of the invoice date. The payment term is not suspended by a written objection. In the absence of objection within the set term, the invoice is deemed to have been accepted.
11.4 The Client is not authorized to deduct any amount from the price by means of settlement due to a discount or due to a counterclaim made by it.
11.5 In the event of late payment by the Client, the Client is legally in default without a prior written summons and notice of default being required. late payment and Merlijn Meubel en Interieurbouw has granted the Client a period of 14 Days to still fulfill its payment obligation, by operation of law in default without a prior written demand and notice of default being required.
11.6 Any payment made by the Client – if applicable – firstly serves to settle the interest, collection costs and administration costs owed by it and then to settle the outstanding claims in order of age.
11.7 If the Client does not meet its payment obligation(s) in time, Merlijn Meubel en Interieurbouw will increase the principal sum due and payable by the statutory commercial interest per month, calculated for a part of a month for a whole, to be calculated from the initial due date until the Day of overall satisfaction. If the Client is a consumer, the statutory interest will apply.
11.8 If the Client does not meet its payment obligation in time, and Merlijn Meubel en Interieurbouw is forced to perform collection activities in order to enforce payment of the outstanding invoice, Merlijn Meubel en Interieurbouw is also entitled to pay all costs actually incurred for judicial and extrajudicial collection to to be charged on to the Client. The extrajudicial collection costs amount to 15% on outstanding amounts with a minimum of € 150.=. If the Client is a consumer, the extrajudicial collection costs amount to 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 150, =.
11.9 Complaints, complaints or reported defects do not release the Client from its payment obligations.
Article 12 - Delivery or completion of the Work
12.1 In good time before the day on which the Work is to be completed, Merlijn Meubel en Interieurbouw will invite the Client (preferably in writing) to proceed with the Work being performed. The inspection must take place as soon as possible, but at the latest within 7 Days after completion of the Work and Merlijn Meubel en Interieurbouw's written notification that the Work has been completed. The inspection will be carried out by the Client in the presence of Merlijn Meubel en Interieurbouw or a representative designated for that purpose, by means of an official report of delivery, and is intended to establish whether Merlijn Meubel en Interieurbouw has complied with its obligations under the Agreement.
12.2 The Work is considered completed if:
a. Merlijn Meubel en Interieurbouw has informed the Client (preferably in writing) that the Activities are ready to be delivered and the Client has approved the Activities (preferably in writing);
b. Merlijn Meubel en Interieurbouw has informed the Client (preferably in writing) that the Activities are ready to be delivered and that the Client has not inspected the Activities within a period of 7 days;
c. The Client has (early) put the Work into use, whether or not after completion.
After delivery, the delivered goods are for the account and risk of the Client and Merlijn Meubel en Interieurbouw is no longer liable for shortcomings, damage and/or defects that the Client should reasonably have discovered at the time of Delivery.
12.3 If the Work is rejected by the Client, the Client must give Merlijn Meubel en Interieurbouw the opportunity to remedy any defects found within a reasonable period of time. The Work will only be considered as not delivered or completed if the identified defects prevent it from being put into use.
Article 13 – Complaints and defects
13.1 After delivery, the delivered goods are for the account and risk of the Client and Merlijn Meubel en Interieurbouw is no longer liable for shortcomings, damage and/or defects that the Client should reasonably have discovered at the time of Delivery. .
13.2 The Client must provide the delivered
i) to check immediately upon delivery for relevant and observable defects and to report this immediately in writing on pain of forfeiture of the right to complain;
ii) Complaints about serious defects that the Client could not reasonably have discovered at the time of delivery or completion must be reported in writing by the Client to Merlijn Meubel en Interieurbouw by registered letter at the latest within 7 Days after discovery.
The advertisement must in all cases contain as detailed a description as possible accompanied by visual material of the shortcoming(s), so that Merlijn Meubel en Interieurbouw is able to respond adequately.
13.3 Merlijn Meubel en Interieurbouw undertakes to repair the shortcomings or defects identified and acknowledged in writing upon Delivery and/or Delivery within a reasonable term and/or to arrange for replacement.
13.4 The defects and/or shortcomings noted in writing by the Client that are the result of the nature, characteristics or specification of the items used are not for the account and risk of Merlijn Meubel en Interieurbouw and are therefore not repaired and/or repaired by Merlijn Meubel en Interieurbouw. to replace. The same applies to defects and/or shortcomings that do not negatively affect the durability and functionality and/or arise from and are inherent in the application of such constructions, matters. An established defect and/or shortcoming will be assessed on the basis of the regulations and quality requirements that applied at the time the Agreement was concluded.
13.5 No right to complain exists if:
i) the delivered or part thereof has been exposed to circumstances that may affect the quality of the delivered or delivered;
ii) the delivered or part thereof is otherwise carelessly or incompetently processed, treated, stored and/or used and/or is not used and/or treated in accordance with the specifications or instructions of Merlijn Meubel en Interieurbouw or third parties and/ or in accordance with what has been agreed in the Agreement;
iii) the goods have already been mixed, incorporated in other (construction) works.
13.6 If the Client does not submit a complaint in time, no obligation whatsoever arises for Merlijn Meubel en Interieurbouw from such a complaint from the Client, unless rules of mandatory law oppose this.
13.7 After receipt of the complaint, Merlijn Meubel en Interieurbouw will investigate its merits as soon as possible. The Client must assist Merlijn Meubel en Interieurbouw with this investigation on pain of forfeiture of rights.
13.8 In the event of a justified complaint, Merlijn Meubel en Interieurbouw will have the choice to:
(i) to repair or replace the goods;
(ii) remedy the advertisement or have it repaired;
(iii) credit a reasonable reduction in price.
All costs that exceed the mere obligation as described under point (it/iii) are for the account of the Client. No new warranty period applies to repaired or replacement parts or parts or work, but the current warranty period.
13.9 The Client will not be able to assert any claims against Merlijn Meubel en Interieurbouw if it can also make claims directly against the producer and/or manufacturer with regard to the defects concerned, unless otherwise determined by mandatory law.
13.10 Unless expressly agreed otherwise in writing between the Parties, Merlijn Meubel en Interieurbouw does not provide any other guarantee for goods delivered by Merlijn Meubel en Interieurbouw than the guarantee provided by third parties on the relevant goods (to Merlijn Meubel en Interieurbouw), unless required by mandatory law. otherwise determined.
13.11 The right to complain expires 24 months after delivery.
Article 14 - Dissolution and/or suspension power
14.1 If the Client fails to fulfill one or more of its obligations (including payment obligations) towards Merlijn Meubel en Interieurbouw, or fails to do so in good time, Merlijn Meubel en Interieurbouw is entitled to suspend the fulfillment of its obligations towards the Client until the Client has fully has fulfilled its obligations and in the event of default on the part of the Client, all claims of Merlijn Meubel en Interieurbouw against the Client are immediately due and payable.
14.2 Merlijn Meubel en Interieurbouw has the right, in addition to all other rights it is entitled to, to dissolve the Agreement concluded with the Client, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial statement if:
a. there is permanent Force Majeure
b. ` the Client is granted a (provisional) suspension of payments, the Client is filed for bankruptcy or the Client itself files for bankruptcy, the Client offers its creditors a (private) agreement or (for this purpose) convenes a meeting of creditors or if application is requested or granted with regard to the Client of the Debt Rescheduling of Natural Persons Act;
c. the Client's company is liquidated and/or the Client's business activities are actually discontinued or moved to a place outside the Netherlands;
d. When concluding the Agreement, the Client was requested to provide security for the fulfillment of his/her obligations under the Agreement and this security is not provided or is insufficient.
14.3 In the cases referred to in paragraph 2 above, the Client will immediately notify Merlijn Meubel en Interieurbouw and, pending further instructions from Merlijn Meubel en Interieurbouw, take appropriate measures to protect the interests of Merlijn Meubel en Interieurbouw.
14.4 Merlijn Meubel en Interieurbouw has the right to dissolve the Agreement (extrajudicially) in the event of default on the part of the Client, whereby the Work or part thereof can be retrieved or claimed from the Client and the term(s) remaining after termination and/or the remaining amount can be claimed as damage, without prejudice to the right of Merlijn Meubel en Interieurbouw to additionally or instead claim (additional) compensation and the obligation of the Client to reimburse the resulting costs to Merlijn Meubel en Interieurbouw.
14.5 Merlijn Meubel en Interieurbouw is furthermore authorized to dissolve the Agreement if circumstances arise of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the Agreement does not reasonably apply. Merlijn Furniture and Interior Construction can be required.
14.6 If Merlijn Meubel en Interieurbouw proceeds to dissolve the Agreement, the claims of Merlijn Meubel en Interieurbouw against the Client are immediately due and payable.
14.7 If Merlijn Meubel en Interieurbouw proceeds to suspension or dissolution, it is in no way obliged to compensate damage or costs incurred in any way as a result.
14.8 If Merlijn Meubel en Interieurbouw suspends the execution of the Agreement in accordance with the provisions of this article, the Client is liable for the damage and costs suffered by Merlijn Meubel en Interieurbouw as a result of this delay, as well as the loss of profit.
Article 15 - Liability
15.1 Merlijn Meubel en Interieurbouw is not liable for damage, of whatever nature, caused by Merlijn Meubel en Interieurbouw acting on the basis of incorrect and/or incomplete information provided by or on behalf of the Client.
15.2 Merlijn Meubel en Interieurbouw is liable for damage to other works and property of the Client insofar as this is caused by or during the execution of the Agreement and is due to gross negligence, gross negligence on the part of Merlijn Meubel en Interieurbouw and/or its Employees. .
15.3 Merlijn Meubel en Interieurbouw is in no way liable in the event of late, incorrect or faulty delivery or defects of or in the Work and/or performance of the Agreement for the indirect (indirect business, additional, and or consequence) damage to the Client and/or third parties, except insofar as there is gross intent or conscious recklessness on the part of Merlijn Meubel en Interieurbouw or its Employees.
15.4 The Client indemnifies and indemnifies Merlijn Meubel en Interieurbouw and/or its Employees with regard to all claims by the Client and/or third parties for compensation for damage suffered by these third parties as a result of a good and/or service supplied by the Client to these third parties that also existed from Work delivered by Merlijn Meubel and Interieurbouw. The compensation also includes the procedural and related costs to be incurred.
15.5 The liability of Merlijn Meubel en Interieurbouw towards the Client does not go beyond the liability of the manufacturer/suppliers towards the seller with regard to or damage to processed goods, parts or constructions.
15.6 In the event that Merlijn Meubel en Interieurbouw should nevertheless prove to be liable and the aforementioned exclusion of liability should not apply, the contractual and/or extra-contractual liability of Merlijn Meubel en Interieurbouw is limited to (in separate and descending order):
a maximum of the amount that Merlijn Meubel en Interieurbouw has invoiced the Client for the Work excluding VAT, at least up to that part of the amount to which the liability relates, less the out-of-pocket costs in the business;
a maximum of the amount of the payment from the insurer of Merlijn Meubel en Interieurbouw, where applicable, plus the deductible of Merlijn Meubel en Interieurbouw.
15.7 Any claim from the Client and/or third parties, on the basis of which Merlijn Meubel en Interieurbouw could be held liable, which also includes any product liability of Merlijn Meubel en Interieurbouw, lapses by the mere lapse of six months after the claim has arisen. and in any case after 12 months after the completion of the Work by Merlijn Meubel en Interieurbouw, regardless of the legal basis of the claim, unless otherwise determined by mandatory law.
15.8 The provisions of this article also apply in favor of Employees of Merlijn Meubel en Interieurbouw.
Article 16 – Force majeure
16.1 Merlijn Meubel en Interieurbouw is in no way liable or obliged to compensate any form of damage, if and insofar as it cannot fulfill its obligations as a result of force majeure.
16.2 Force majeure is in any case understood to mean any foreign cause, as well as any circumstance, which should not reasonably be at its risk and which prevent the fulfillment of the obligations, such as fire, theft, death, strikes, personnel problems, pandemic, epidemic, weather conditions, government measures, operational problems, transport problems, as well as non-performance by suppliers of Merlijn Meubel en Interieurbouw, and/or internet failures, electricity failures, email traffic failures and failures or changes in goods supplied by third parties and a financial crisis. Defects in auxiliary or means of transport are expressly regarded as force majeure.
16.3 In the event of permanent force majeure, Merlijn Meubel en Interieurbouw is entitled to dissolve the Agreement with the Client by means of a written statement and without judicial intervention. Merlijn Meubel en Interieurbouw is not liable towards the Client in this regard for any damage suffered by the Client, of whatever nature and size.
16.4 In the event of temporary force majeure, Merlijn Meubel en Interieurbouw is entitled to extend the terms within which the Agreement must be performed by the time during which the temporary hindrance applies. If the aforementioned impediment lasts longer than 3 months, the Client may demand (partial) dissolution of the Agreement, without the Client being entitled to compensation, without prejudice to the (payment) obligations of the Client with regard to the goods already provided by Merlijn Meubel and Interior Construction executed part of the Agreement.
16.5 If Merlijn Meubel en Interieurbouw is prevented from fulfilling its obligations with regard to one or more of its Clients as a result of force majeure, but not with regard to all Clients, Merlijn Meubel en Interieurbouw is entitled to decide at its own discretion which of the commitments and against which Clients it will fulfill, as well as the order in which this will take place.
16.6 If Merlijn Meubel en Interieurbouw has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to separately invoice the part already delivered or the part that can be delivered and the Client is obliged to pay this invoice. as if it were a separate Agreement.
Article 17 – Confidentiality & intellectual property rights
17.1 Merlijn Meubel en Interieurbouw reserves the ownership of all intellectual property rights to works that it or its Employees creates, uses or has used in the context of the execution of the Agreement or the realization of the Offer, unless expressly agreed otherwise in writing between Parties has agreed. Works should include, but are not limited to: designs, advice, contracts, or other written documents, (technical) working methods, cost estimates, illustrations, methods, drawings, ideas, sketches, logos, and brochures.
17.4 The Client is prohibited from multiplying, publishing, exploiting, using in the Client's own production processes or third parties or making them available to third parties in the broadest sense of the term without the express prior written permission of Merlijn Meubel en Interieurbouw. word whether or not with the intent to obtain a comparable offer.
17.5 Merlijn Meubel en Interieurbouw is permitted to take photos of the Work performed or delivered by it and to use these photos for promotional purposes without owing any compensation to the Client for this and without requiring the Client's (prior) permission for this. The client expressly agrees to this.
17.6 If the Client does not or not fully comply with the obligation(s) as stated in this article, it will owe Merlijn Meubel en Interieurbouw for each event an immediately due and payable fine of € 5,000 that is not subject to judicial mitigation. for each violation increased by € 250 for each Day that this violation continues, without prejudice to the legal possibilities to recover the actual damage suffered from the Client.
Article 18 - Other provisions
18.1 Merlijn Meubel en Interieurbouw is entitled to transfer all rights and obligations arising from the Agreement to third parties. The client expressly agrees to this.
18.2 If the Client's business or a part thereof, for whatever reason, in any way whatsoever, and in whatever form, is continued in or merged with another company, then with regard to the fulfillment of the obligations a joint and several liability for the original Client and the succeeding company arising from the Agreement with Merlijn Meubel en Interieurbouw.
18.3 If the Agreement is entered into with two or more Clients, they are each jointly and severally liable for the full performance thereof.
18.4 If any provision of these General Terms and Conditions is found to be wholly or partly void or voidable, or is otherwise found to be invalid, the remaining provisions will remain in full force and effect. The provisions that are not legally valid or cannot be legally applied will be replaced by provisions that correspond as much as possible with the purport of the provisions to be replaced.
18.5 All Agreements concluded under these General Terms and Conditions are exclusively governed by Dutch law. The Dutch text of these General Terms and Conditions is binding and prevails over translations thereof.
18.6 Disputes, including those that are only regarded as such by one Party, which arise from or are related to (the implementation) of these General Terms and Conditions, the Agreement and/or with the resulting or related agreements, as well as other legal acts , will be submitted to the competent court in the district in which Merlijn Meubel en Interieurbouw is established, unless otherwise determined by mandatory law.