In these general terms and conditions ("Delivery Terms"), the following terms shall have the following meanings:
ATELIER JAN J. HALEWIJN: ATELIER JAN J. HALEWIJN or any company presently or hereafter associated with ATELIER JAN J. HALEWIJN.
Products: goods and services
Customer: a person(s) wishing to purchase products from ATELIERJAN J. HALEWIJN and acting in the exercise of a profession or business.
Service: work such as but not limited to maintenance, consulting and inspection.
Agreement: any agreement between ATELIER JANJ. HALEWIJN and the Customer with respect to the delivery of products,as well as any addition or modification thereto.
2. Applicability
2.1 Unless expressly agreed in writing, these terms of delivery shall apply to all offers by ATELIERJAN J. HALEWIJN and to all (other) legal relationships between the customer. Any stipulations deviating from these terms of delivery must in all cases be expressly agreed upon in writing.
2.2 Applicability of any general (purchase) conditions used by the client is expressly rejected.
3. Offers and agreement
3.1 Quotes from ATELIER JAN J. HALEWIJN are non-binding. They are non-binding unless the contrary appears. In the case of a customer residing abroad, the following shall apply instead of the foregoing: Offers made by ATELIER JAN J. HALEWIJN shall be binding only for the period stated in the offer or, if the period is not stated, for a reasonable period (maximum 3 three months).
3.2 Information provided in catalogs, illustrations, drawings, standardization sheets, etc. is only indicative and non-binding. Insofar as they are expressly included in an agreement signed by the parties or in an order confirmation signed by ATELIER JAN J. HALEWIJN, without prejudice to the customer's responsibility for the information provided by him. Minor dimensional differences, or minor changes in construction or parts required for proper execution, are reserved.
3.3 An agreement is established by signature of the agreement or by written order confirmation by ATELIER JANJ. HALEWIJN.
3.4 The offers of ATELIER JAN J. HALEWIJN as well as the designs, drawings and presentations provided by ATELIER JAN J. HALEWIJN remain the property of ATELIER JAN J. HALEWIJN and must be returned immediately to ATELIER JAN J. HALEWIJN if no agreement with ATELIER JAN J. HALEWIJN is concluded. They may not be used and/or copied in whole or in part without the express permission of ATELIERJAN J. HALEWIJN. Nor may they be reproduced in any other way or made available for inspection by third parties.
3.5 The customer guarantees that information about the manufacturing and/or construction methods used by ATELIERJAN J. HALEWIJN will not be shown, disclosed or used by third parties.
3.6 Unless expressly stated otherwise, all offers are based on execution under normal circumstances and during ATELIER JAN J. HALEWIJN's regular working hours (9.00 a.m. - 5.00 p.m.). Unless otherwise agreed in writing, ATELIER JAN J. HALEWIJN is free to charge a surcharge on delivery and/or assembly costs for delivery and/or assembly outside regular working hours:
3.6a 30% on normal working days after 5 p.m. and before 8 p.m;
3.6b 40% on normal working days between 8 p.m. and 7 a.m;
3.6c 60% on Saturday;
3.6d 100% on Sundays and holidays.
3.7 ATELIER JAN J. HALEWIJN reserves the right to pass on costs incurred by ATELIER JAN J. HALEWIJN in connection with an offer and/or agreement (if applicable) to the customer.
4. Prices
4.1 All prices and quotations given by ATELIER JAN J. HALEWIJN are exclusive of VAT and other government levies.Unless otherwise agreed, the prices stated by ATELIER JAN J. HALEWIJN in its quotations or order confirmations to the customer are factory/warehouse prices.
4.2 At the customer's request and accepted by ATELIER JAN J.HALEWIJN, transportation to the destination will take place on the customer's premises and/or in the customer's building, provided that the goods in question can be transported to the destination by a large elevator. adequately for flatbed trucks and pallet trucks and without any other obstacle. ATELIER JANJ. HALEWIJN will charge a minimum amount for this service and installation costs equal to a call-out charge and half a man-hour.
4.3 If, at the request of the customer, delivery is postponed beyond the delivery date, or if the customer requests delivery of the product before the delivery date, ATELIER JAN J. HALEWIJN shall be entitled to reimbursement of the costs it incurs as a result of such postponement or acceleration. Respectively, as well as reimbursement of statutory interest on the price of the products involved in the postponement. Postponement of delivery does not suspend the customer's obligation to pay. ATELIER JAN J. HALEWIJN reserves the right to claim damages resulting from the delay.
4.4 If the delivery at or near the place of delivery requires additional working hours due to the absence of paving or a paved road or due to other circumstances or if ATELIER JAN J. HALEWIJN must incur additional costs as a result, these additional hours and costs shall be borne by the customer and ATELIER JAN J. HALEWIJN. shall be entitled to charge these hours and costs separately to the customer.
4.5 Waiting hours and delays not caused by ATELIER JAN J. HALEWIJN's own actions will be charged at the applicable rates.
4.6 ATELIER JAN J. HALEWIJN may at any time pass on changes in purchase prices, labor costs, cost of raw materials and/or materials, social and governmental costs and/or other costs, insofar as they relate to the agreed performance, to the customer. If the price is changed within three months of entering into an agreement, the customer shall be entitled to rescind the agreement.
4.7 Prices and product specifications on the website: There may be some differences between the product photography on the website and thephysical product, therefore the image may differ from the item number.Prices are also subject to change without notice due to unforeseeable increase in the cost of imported products, raw materials orvalue fluctuations. We check prices and product specifications carefully, but errors may occasionally occur, so we reserve the right to change both without notice. We are not responsible for customer pricing errors. Some products listed may be items out of stock.
5. Delivery and execution.
5.1 Terms of delivery in offers, order confirmations and/or agreements are stated to the best of ATELIER JAN J. HALEWIJN's knowledge and are checked by ATELIER JAN HALEWIJN as often as possible, but they are not binding and should never be regarded as deadlines. Exceeding these terms shall not cause ATELIER JAN J. HALEWIJN to be in default or incur any liability on the part of ATELIER JAN J. HALEWIJN. Should these time limits be exceeded, ATELIER JAN J. HALEWIJN will consult with the customer in a timely manner.
5.2 Unless otherwise agreed, delivery shall take place ex factory/warehouse.
ATELIER JAN J. HALEWIJN has fulfilled its delivery obligation by offering the products to the customer once ex factory/warehouse or at the agreed place and time. Deliveries also include agreed partial deliveries.
5.3 ATELIER JAN J. HALEWIJN reserves the right to deliver the Agreement in parts and to invoice these partial deliveries separately.
5.4 Delivery periods shall commence on the later of the following dates:
5.4a The day or week specified on the order confirmation;
5.4b The day on which ATELIER JAN J. HALEWIJN receives the documents, information, permits and the like necessary for the execution of the order;
5.4c The day on which the formalities for the commencement of work have been completed;
5.4d the day on which ATELIER JAN J. HALEWIJN begins work on the advance payment due according to the agreement.
5.5 The Customer is obligated to take delivery of the purchased products at the place and time specified in Article 5 (five)2 (two). If the Customer fails to do so, ATELIER JAN J. HALEWIJN shall be entitled, without notice of default, to demand payment of the agreed purchase price for the products not taken. The customer shall be deemed to have purchased the products from ATELIER JAN J. HALEWIJN, whereupon they shall be stored at the customer's expense and risk and upon payment of all resulting costs. The foregoing shall not affect ATELIERJAN J. HALEWIJN's other rights.
5.6 Cancellation of the agreement can only occur after consultation with and written consent by ATELIER JAN J. HALEWIJN under the conditions set by ATELIER JAN J. HALEWIJN.
5.7 ATELIER JAN J. HALEWIJN is entitled to have (parts of) the agreement executed by third parties. If (part of) the agreement is performed by (a) third party (parties) in consultation with the customer, ATELIER JAN J. HALEWIJN is entitled to pass on the additional costs charged by such (a) third party (parties) to the customer. costs stated in the offer. ATELIER JAN J. HALEWIJN shall not be liable for work performed by a third party insofar as such third party has itself entered into an agreement with the customer or the customer has given instructions to the third party.
6. Assembly
6.1 If the customer has given an order for assembly and ATELIER JAN J. HALEWIJN has accepted this order in writing, the assembly shall be deemed to take place under normal working conditions and during ATELIER JAN J. HALEWIJN's normal working hours for disassembly services. If the work has to be performed (in whole or in part) outside normal working hours, ATELIERJAN J. HALEWIJN may charge the fee referred to in Article 3 paragraph 3 (6).
6.2 If necessary, the assembly work will be based on drawings sent to the customer in advance or on layout drawings available from the customer and approved by ATELIER JAN J. HALEWIJN. The dimensions and data specified therein will be checked by the customer at work. Printouts of the relevant drawings will be signed for approval by the customer and returned to ATELIER JAN J.HALEWIJN. The assessment of the suitability of the construction of the building in which the products are to be installed is the responsibility of the customer.
6.3 Notwithstanding the provisions of paragraph 1, the customer shall take care of the case at his own expense and risk:
6.3a That the necessary work that is not part of ATELIER JAN J. HALEWIJN's order, such as electrical work, chopping, breaking, masonry, concrete, plastering and/or painting or similar other work, has been carried out properly and in good time before the scheduled delivery date;
6.3b that light and power current are available at a reasonable distance, that the materials to be supplied by third parties or Client(s) are present in the vicinity of the work location in question. Further, that the work sites are clean, dry and adequately heated;
6.3c that the delivered products can be transported to the place of assembly by an elevator large enough for platform trucks or pallet trucks. Other work by third parties and the customer must not prevent the uninterrupted progress of transport through the building and/or continuous assembly;
6.3.d That the products delivered but not yet assembled, as well as the tools, can be stored in closing bar areas suitable for the storage of these products and tools.
If the customer fails to comply with the obligations described above, ATELIER JAN J. HALEWIJN shall be entitled to suspend the performance of the work and to charge the customer for the additional costs incurred.
6.4 In the event of loss of time due to the absence of assembly materials or tools or a cause for which ATELIER JAN J.HALEWIJN is not responsible, such extension of the lead time shall entitle ATELIER JAN HALEWIJN to suspend the execution of the work and to charge the customer for the additional costs incurred as a result.
6.5 The customer is liable for damage to products or tools of ATELIER JAN J. HALEWIJN, its employees and third parties it engages, as well as for damage thereof, except in the event of intent or gross negligence on the part of ATELIER JAN J. HALEWIJN.
7. Sample copies
7.1 If desired by the client, a test setup can be performed under the following conditions.
7.2 Trial set-up(s) means the products displayed in a room(s) to be provided by the client for the visualization of the workplace or construction in which the client is interested.
7.3 ATELIER JAN J. HALEWIJN is entitled to charge the customer a percentage of the list value of the products in question.
7.4 If the customer wishes to keep the products, they shall still be invoiced by ATELIER JAN J. HALEWIJN, with the payment already received pursuant to subsection 3(3) being deducted from the amount of the products.
7.5 In the case of a trial, theClient shall be liable for use, damage, theft or loss of the Products up to a maximum of the list value of the Products concerned.
8. project advice
8.1 Unless otherwise agreed in writing, the costs of making a preliminary study and/or design proposal, making drawings and/or plans, as well as leading the design, coordination and/or execution of a project shall be borne by the Contractor.
8.2 With respect to (project) advice, an obligation of effort applies and such advice shall be prepared by ATELIER JAN J. HALEWIJN to the best of its knowledge and ability based on the applicable product specifications.
9. Billing and Payment
9.1 Unless otherwise agreed in writing, billing shall be as follows:
9.1a for agreements up to an amount of €1,000(thousand Euros) excluding VAT: as soon as the delivery of the products has taken place in accordance with Article 5 (five) paragraph 2 (two);
9.1b for agreements for an amount of €1,000(thousand Euros) and above, excluding VAT:
60% with the order confirmation;
40% 5 days before delivery of products will take placeex article
5 (five),para. 2 (two).
9.1c In all cases, the entire amount is billed at the time the customer
is in default of receipt of a delivery or partial delivery.
9.2 Unless otherwise agreed in writing, payment must be made in the manner indicated by ATELIER JAN J. HALEWIJN, without setoff for any reason whatsoever.
9.3 If the aforementioned term is exceeded, the client will be in default by operation of law, without any notice of default being required. In that case, the client shall owe default interest of 1% per month from the date of default, with part of a month counting as a whole month. At the end of each year, the amount on which the interest is calculated shall be increased by the interest due for that year. For a client residing abroad, the above-mentioned default interest shall be equal to the interest rate applied by the European Central Bank (ECB) on its last financial transaction plus 10 (ten) percentage points. The reference dates are: January 1 for the first half of the calendar year and July 1 for the second half of the calendar year.
9.4 If the customer fails to timely comply with its payment obligations, it shall also be liable to pay the extrajudicial collection costs, which costs shall be at least 15% of the principal amount still due, with a minimum of € 200 (two hundred euros). ATELIER JAN J.HALEWIJN shall be obliged to prove the costs incurred only to the extent that they exceed the amounts/percentages stated in the foregoing penalties.
9.5 Payments made by the client always serve first to settle all interest and costs owed and then the longest outstanding payable invoices, even if the client states that the payment relates to a later invoice.
9.6 If and insofar as a delivered product is defective in the opinion of the customer, he/she is not entitled to refuse payment or to suspend his/her payment obligation with respect to products from the same shipment or delivery about which no complaint has been made.
9.7 At ATELIERJAN J. HALEWIJN's first request, the customer shall be obligated to immediately provide security in the form requested by ATELIER JAN J. HALEWIJN and, if necessary, to supplement such security for all of the customer's obligations. As long as the customer fails to do so, ATELIER JAN J. HALEWIJN shall be entitled to suspend its obligations.
10 Retention of title
10.1 The products delivered to the customer remain the property of ATELIER JAN J. HALEWIJN as long as the customer has not paid ATELIER JAN J. HALEWIJN in full. Everything owed by the customer to ATELIER JAN J. HALEWIJN under the agreement, including interest, costs and claims for non-performance of the agreement.
10.2 The products are at the customer's risk from the moment of delivery or offer in accordance with Article 5, Article 5, second paragraph. In case of delayed delivery in accordance with Article 4, Article 4, third paragraph,the risk shall pass to the customer at the time the products would have been delivered according to the original agreement.
10.3 As long as the ownership of the delivered products has not been transferred to the customer, the customer is only authorized to process or resell the delivered products in the normal course of business. Except as provided above, the customer may not pledge these products or grant a third party any other right thereto.
10.4 ATELIER JAN J. HALEWIJN hereby reserves in advance a lien as referred to in Section 3:237 of the Dutch Civil Code on delivered products which have passed into the ownership of the customer and which are still held by the customer as additional security for all claims which ATELIERJAN J. HALEWIJN may have against the customer for whatever reason. ATELIERJAN J. HALEWIJN shall at all times be entitled and is hereby irrevocably authorized by the customer to perform the acts necessary to establish such a lien (including the establishment of the lien by authentic instrument or a registered private instrument) and thereby act on behalf of the customer. customer. . At the request of ATELIERJAN J. HALEWIJN, the customer undertakes to cooperate with this lien without delay.
10.5 The customer is obliged to insure the goods for the duration of the retention of title against fire, explosion and water damage as well as theft and to allow ATELIER JAN J. HALEWIJN to inspect the policies of this insurance upon first request. As soon as ATELIER JAN J. HALEWIJN expresses its wish thereto, all claims of the customer against the insurers of the goods under the aforesaid insurance policies shall be pledged to ATELIER JAN J. HALEWIJN by the customer as additional security in the manner indicated in Section 3:239 of the Dutch Civil Code.
10.6 If the customer fails to meet its payment obligations to ATELIER JAN J. HALEWIJN or ATELIER JAN HALEWIJN has good reason to fear that it will not meet its obligations, ATELIER JAN J. HALEWIJN shall be entitled to repossess the products delivered under retention of title on its own authority and without any liability to the customer. After repossession, the customer shall be credited for the market value, which shall in no event exceed the original purchase price, less the costs incurred for repossession.
11. Complaints and warranty
11.1 The customer should report complaints
11.1 Complaints about visible defects must be reported in writing to ATELIER JAN J. HALEWIJN by the customer immediately after discovery, but no later than 2 (two) days after delivery. Complaints about non-visible defects must be reported in writing to ATELIER JAN J. HALEWIJN by the customer immediately after discovery, but no later than 14 (fourteen) days after expiration of the warranty period referred to in subsections 5 (five) and 6 (six).
11.2 Within 14 (fourteen) days after receipt by ATELIER JAN J. HALEWIJN of the warranty claim, the customer must enable ATELIER JAN J.HALEWIJN to examine the case.
11.3 If the aforesaid terms are exceeded, all claims against ATELIER JAN J. HALEWIJN with respect to the defects in question shall lapse. Legal claims in this regard must be filed within one year after timely complaint.
11.4 Notwithstanding the limitations set forth below, ATELIER JAN J. HALEWIJN warrants both the soundness of the product it delivers and the quality of the materials used and/or delivered under normal use for a period of 12 (twelve) months after delivery in accordance with Article 5 (five) (2), with the exception of all products and/or parts that ATELIER JAN J. HALEWIJN procures from third parties and for which ATELIER JAN J. HALEWIJN has provided the same warranty as it receives from its supplier, with a maximum of 12 (twelve) months.
11.5 Paragraphs 1 (one) and 3 (three) shall apply mutatis mutandis to defects whose cause lies exclusively or predominantly in defective assembly / installation by ATELIER JAN J.HALEWIJN. If the assembly/installation of the product is performed by ATELIER JAN J.HALEWIJN, the terms referred to in paragraph 1, first subsection shall commence on the day on which the assembly/installation by ATELIER JAN J.HALEWIJN is completed, provided that in that case, the warranty period ends.if 12 (twelve) months have elapsed since the delivery in accordance with Article 5, fifth subsection, second subsection.
11.6 Outside the warranty are in any case defects that occur in, or are wholly or partially the result of:
11.6a Failure by the customer to comply with the operating and/or maintenance instructions or use other than intended normal use;
11.6b Normal wear and tear;
11.6c Assembly/installation or repair by third partiesand/or customer;
11.6d Overvoltage on the power grid fromnemer, for example, due to the lack of a surge protector;
11.6e The application of any government regulation regarding the nature or quality of the materials used;
11.6f Materials and/or items used in consultation with or on the express instructions of the client or materials and/or items supplied by or on behalf of the client or materials and/or items provided for processing;
11.6g Work methods and constructions applied on behalf of the client.
11.7 If the customer fails to meet or properly meet any obligation arising from the agreement concluded with ATELIERJAN J. HALEWIJN or any related agreement, ATELIERJAN J. HALEWIJN cannot be held liable with respect to any of these agreements. If the customer disassembles, repairs or performs other work or has it performed by a third party without ATELIER JAN J. HALEWIJN's prior written consent, any claim under the warranty shall become null and void.
11.8 If ATELIER JAN J. HALEWIJN replaces parts/products in compliance with its warranty obligations, the replaced parts/products become its property.
11.9 If, in the context of the warranty, ATELIER JAN J. HALEWIJN has had material and/or construction defects repaired or the products concerned replaced, it has fully complied with its warranty obligations and is not obliged to pay any further compensation, unless the damage is the result of intent or gross negligence on the part of ATELIER JAN J. HALEWIJN, its employees or third parties engaged by it, or liability arises under Title 3 (three), Part 3 (three), Book 6 (six) of the Dutch Civil Code. HALEWIJN, its employees or third parties engaged by it, or liability arises under Title 3 (three), Title 3 (three) Book 6 (six) of the Dutch Civil Code. Nor may the customer claim rescission of the agreement on the grounds of proven material and/or construction defects, unless performance of the agreement cannot reasonably be required of the customer.
12. liability
12.1 The liability of ATELIER JAN J. HALEWIJNis limited to fulfillment of the warranty obligations described in article 12 paragraph twelve.
12.2 Barring gross negligence on the part of ATELIERJAN J. HALEWIJN, the applicability of the statutory provisions pertaining to product liability as adopted in implementation of the relevant EU Directive and subject to the provisions of paragraph 1 (one), any and all liability of ATELIER JAN HALEWIJN, such as for (but not limited to) loss of profit, other indirect damages (including consequential damages) and damages resulting from liability to third parties is excluded. This exclusion can not be invoked if such an invitation in appropriate cases would lead to a result unacceptable by standards of reasonableness and fairness.
12.3 Notwithstanding the provisions of these General Terms and Conditions, ATELIER JAN J. HALEWIJN shall not be liable for any defect in the delivery of Products resulting from the inaccuracy and/or incompleteness of the data provided by the customer.
12.4 ATELIER JAN J. HALEWIJN is not liable for:
12.4a Infringement of patents, licenses or other rights of third parties
resulting from the use of data provided by or on behalf of the customer;
12.4b Damage to or loss, from whatever cause, of raw materials, semi-finished products,models, tools and other items provided by the customer.
12.5 If ATELIER JAN J. HALEWIJN provides help and assistance (in whatever form) with the assembly of the products without having received and ordered them, this shall take place at the customer's own risk.
12.6 The customer shall indemnify or hold ATELIER JAN J. HALEWIJN liable for all claims for damages from third parties for which the liability of ATELIER JAN J. HALEWIJN is excluded in these terms and conditions in the relationship with the customer.
12.7 ATELIER JAN J. HALEWIJN is not responsible for the usability of products for the customer, nor for any damage caused by the use of products, if products are used by the customer in a different manner or for a different application than stated in the product specifications.
12.8 ATELIER JAN J. HALEWIJN is not liable for any advice given or to be given, unless an express written (advice) agreement exists or will exist. Insofar as this agreement governs the liability of ATELIER JAN J. HALEWIJN.
12.9 ATELIER JAN J. HALEWIJN's liability for non-performance of its obligations shall at all times be limited to the amount indicated on the invoice charged by ATELIER JAN J. HALEWIJN to the Customer for the delivery of the products, as well as to the amount charged by a customer. insurer under the relevant insurance policy.
12.10 For a customer based in the United Kingdom, in addition to paragraph 9 (nine) of this article, the following shall apply:Notwithstanding any other provision in these ATELIER JAN J. HALEWIJN Terms and Conditions, liability is excluded - with respect to situations involving the performance of the Agreement - to the extent arising out of or relating to:
- Death or bodily injury resulting from negligence;
- The property rights that ATELIER JAN J. HALEWIJN may assert with respect to the
Products(good title of goods) within the meaning of article
12 (twelve)Sale of Goods Act (to the extent that it applies in
the countries of the United Kingdom);
- for fraud or fraudulent misrepresentation;
- liability that cannot be excluded under mandatory law.
13. Intellectual property and know-how
13.1 All intellectual property rights and know-how related to the products remain with ATELIER JAN J. HALEWIJN, unless otherwise agreed in writing between ATELIER JAN J. HALEWIJN and the Customer.The foregoing also applies if ATELIER JAN J. HALEWIJN makes products specifically for the Customer and the Customer has paid for them.
13.2 The copyright on advice, drawings, scripts, illustrations, models, sketches, design proposals, presentations, product specifications and descriptions provided by ATELIER JAN J. HALEWIJN always remains with ATELIER JAN HALEWIJN.
13.3 If ATELIER JAN J. HALEWIJN and the customer agree in writing that the intellectual property rights belong to the customer, the customer grants ATELIER JAN J. HALEWIJN an unrestricted, worldwide license to the product and its exploitation under its own name, unless otherwise agreed in writing. If so agreed (in writing), ATELIER JAN J. HALEWIJN shall pay a fee for the aforementioned exploitation.
13.4 If and as long as the intellectual property rights to the products are vested in ATELIER JAN J. HALEWIJN, the customer will refrain from any infringement of those intellectual property rights, including but not limited to registration in any intellectual property right, claiming any intellectual property right as his property and producing and/or exploiting the products without ATELIER JAN J. HALEWIJN's prior consent.
13.5 If and so long as the intellectual property rights belong to ATELIER JAN J. HALEWIJN, ATELIER JAN J. HALEWIJN shall take all reasonable measures to prevent the delivered products from infringing any third party intellectual property right applicable in the Netherlands. Nevertheless, if ATELIER JAN J. HALEWIJN can be accused of infringing such a right, ATELIER JAN HALEWIJN shall, without prejudice to the limits set out in Article 12, paragraph 12, at its option, withdraw the delivered good against payment of the purchase costs, ensure that the customer can continue the delivered good. , or another equivalent product, without intervention, or indemnify Client for the costs of legal assistance in connection with the defense against such infringement.
13.6 The provisions of the preceding subsection only apply if the customer notifies ATELIER JAN J. HALEWIJN in writing within 2 (two) months after the customer becomes aware of a claim by a third party as referred to in that subsection, whereby ATELIER JAN J. HALEWIJN is able to independently defend its interests face-to-face. the party asserting the intellectual property rights and will fully cooperate with the customer in defending against such infringement.
13.7 The measures referred to in the preceding paragraphs in the event of infringement of a third party's intellectual property right are the only measures that ATELIER JAN J. HALEWIJN is obliged to take in this regard; the customer has no other rights in this respect.
and/or claims against ATELIER JAN J. HALEWIJN.
13.8 The customer shall refrain from using any trademarks exploited by ATELIERJAN J. HALEWIJN or similar image, sound, form or word designations and/or combinations, regardless of whether or not a deposit is available, unless such use has been expressly permitted by ATELIER JAN J. HALEWIJN.
14.models, tools, dies and molds
Unless otherwise agreed, models, tools, dies and molds made especially for the customer remain the property of ATELIERJAN J. HALEWIJN, even if costs are charged. If no orders for a particular item have been received by ATELIERJANJ. HALEWIJN, ATELIER JAN J. HALEWIJN is entitled to destroy the models, tools, dies and moulds concerned without notifying the customer concerned.
15Non-attributable failure (force majeure)
15.1 In the event of force majeure, ATELIER JAN J. HALEWIJN shall be entitled either to suspend performance of its obligations to the customer or to rescind all or part of the agreement without judicial intervention and without being liable to pay any damages to the customer or third parties, at ATELIER JAN J. HALEWIJN's option.
15.2 Force majeure shall include: any circumstance beyond the control of ATELIER JAN J. HALEWIJN or reasonably unforeseeable by it which temporarily or permanently prevents performance of its obligations under the agreement. Such circumstances include: war, threat of war, riots or other public order disturbances, fire, natural disasters, strikes, (restrictive) government measures, failure to obtain the necessary permits, business interruptions, as well as full or partial default of third parties from whom the products are received.
16Suspension and termination
16.1 If the customer fails to meet any obligation arising from an agreement entered into with ATELIER JAN J. HALEWIJN or fails to do so properly or on time, or if there is serious doubt as to whether the customer is able to meet its contractual obligations personally, ATELIER JAN J. HALEWIJN shall be entitled, without notice of default or judicial intervention being required, to suspend the performance of any agreement entered into with the customer or to rescind the agreement in whole or in part, without being liable for any compensation and without prejudice to its other rights.
16.2 If either party has to apply for a suspension of payments or is declared bankrupt, the other party shall be entitled to dissolve the agreements concluded by means of a written notification, or to suspend the fulfillment of its obligations. All amounts due to the dissolving party shall then become immediately due and payable. Furthermore, the rights in respect of non-performance of obligations shall remain fully reserved to the party concerned.
17.Indemnification
The customer indemnifies ATELIER JAN J. HALEWIJN against claims by third parties, including employees of the customer, who suffer damage in connection with the execution of the agreement as a result of acts or omissions of the customer or unsafe situations in the customer's organization, and ATELIERJAN J. HALEWIJN HALEWIJN shall reimburse all costs, damages and interest that ATELIER JAN J.HALEWIJN may incur as a result of claims of the aforementioned third parties against ATELIER JAN J. HALEWIJN for the products, services and advice provided by ATELIER JAN J. HALEWIJN for the benefit of the customer, all subject to the statutory provisions.
18.Evidence
Unless proven otherwise, the administrative records of ATELIER JAN J. HALEWIJN are decisive for the (performance of the) Agreement.
19.Disputes
All disputes in matters to which these terms and conditions apply shall be submitted to the competent court in Breda, subject to the right of the parties to institute summary proceedings before the competent court in another district.
20. Applicable law
All matters regulated in these terms and conditions shall be governed exclusively by Dutch law. In the event of invalidity of one or more provisions of these terms and conditions, the parties are bound by rules that correspond as far as possible.
The applicability of the Vienna Sales Convention is expressly excluded.
21.priority dutch version
The dutch version of these terms of delivery is binding and prevails over translations.
22.Confidentiality
Both in the pre-contractual phase, including the offer phase and during the agreement, and after termination of the agreement, the parties will maintain confidentiality with respect to all information of a confidential nature that comes to their knowledge in connection with the offer and the agreement.
ATELIER JAN J. HALEWIJN
Warehouse Street 6A
5038BR Tilburg
Netherlands
May 2023