Terms and conditions

Terms and conditions

TERMS AND CONDITIONS

Terms and conditions applying to all orders placed with Orgelmakerij Noorlander, to be called contractor.

 

Article 1 GENERAL

1. These terms and conditions apply to and are an integral part of all deals, tenders, orders and all related activities with Orgelmakerij Noorlander of Barneveld.

2. Deviations of this agreement are only valid insofar agreed upon in writing, accepted and confirmed.

 

Article 2 DEFINITIONS

1. In these terms and conditions the following terms will be used with the following meanings, unless otherwise explicitly stated:

Contractor: the user of the terms and conditions of Orgelmakerij Noorlander.

Commissioner: the other party.

Agreement: the agreement between the user and the buyer.

 

Article 3 COPYRIGHT

1. The contractor reserves the copyright of the by him with the quotation provided designs, pictures and drawings, sketches and/or quotes. These pieces remain – regardless if the design costs have or will be separately billed, unless a separate sum for the transfer of the copyright has or will be billed – his ownership.

2. Without the written permission of the contractor, the by him provided drawings, designs, pictures, sketches and/or quotes may not be copied, shown to a third party or used in any other way.

3. The drawings, designs, pictures, sketches and/or quotes provided by the contractor must be returned post-paid to the contractor within 14 days of the date that the commissioner decides not to commission the work, unless otherwise agreed in writing.

4. The commissioner, acting contrary to what is stipulated in article 3 paragraphs 2 and 3, must compensate the subscriber an amount equal to ten percent of the sum of the estimate made in the offer, which sum the commissioner will pay in full when billed by the contractor. This payment is not a transfer of the copyright.

 

Article 4 QUOTATIONS AND OFFERS

1. All quoted price are net, excluding taxes, unless otherwise mentioned. The contractor is only bound to the offer if acceptance by the commissioner is received in writing within 30 days.

2. The contractor is entitled in the case of a rise in wages, raw material prices, transport costs, exchange rates, insurance rates and governmental taxes, to convey these to the commissioner, between the moment of the quotation and the execution of the agreement for those products or services which are being delivered or completed.

3. The contractor maintains the right for small changes in the construction, insofar no substantial changes to the work are made. Possible price increases or decreases will be included in the quotation.

4. In the case the commission for the work is not given to the contractor, the commissioner is obliged to return the quotation to the contractor, along with the

designs, pictures and drawings within 14 days of the decision (art. 3 paragraph 3 and 4).

5. Quotations and offers are not automatically applicable for reorders.

 

Article 5 EXECUTION OF THE AGREEMENT

1. The agreement is finalized by the timely acceptance of the contractor’s offer by the commissioner.

2. The contractor shall execute the agreement to the best of his ability and according to the requirements of good craftsmanship.

3. If and insofar a proper execution of the contract this requires, the contractor has the right to have certain activities performed by a third party.

 

Article 6 DISSOLUTION

1. The commissioner is in default if obligations stated in the agreement are not made or not made on time, likewise if the commissioner fails to comply with a written reminder to meet the obligations within a reasonable time frame.

In the case of default by the commissioner, the contractor has the right, without any obligation of compensation, and without changes to his rights, completely or partially dissolute the agreement by means of a written notification and/or demand from the commissioner payment of the entire amount due and/or invoke the retention of title.

The contractor is entitled to dissolute the agreement with immediate effect if the commissioner applies for suspension of payments or files for bankruptcy or if all or part of his assets are seized. All invoiced amounts are then due immediately. The contractor will never be liable to pay compensation for this dissolution.

2. In the cases mentioned in paragraph 1, every claim laid upon the commissioner by the contractor is payable on demand.

3. Under the circumstances mentioned in paragraph 1, the contractor is entitled to terminate the agreement. The contractor then has the right to take back the by himself delivered materials insofar they have not yet been paid for. Regarding the damages, the amount mentioned in paragraph 4 of this article will be due, unless otherwise explicitly agreed upon in writing by both parties.

4. If the dissolution mentioned in paragraph 3 is approved of by the contractor, the commissioner is obliged to pay damages amounting to costs already made plus 25% of the remaining amount of the quotation, unless both parties have otherwise agreed upon in writing.

Article 7 DELIVERY

1. The delivery period starts once the agreement is finalized and all the necessary information needed to execute the work is in the possession of the contractor. The commissioner is obliged to provide the contractor with all the information and choices which are needed to continue the work on time.

2. The commissioner is obliged to accept the purchased goods at the moment they are made available to him.

3. If the contractor has given a term of delivery, this is indicative. A specified delivery time is not a deadline.

 

Article 8 PAYMENT

1. Unless otherwise agreed upon by both parties, the payment shall occur as following: 50% upon commission and 50% upon delivery.

2. Payment must take place within 14 days of the invoice date in the way provided by the contractor.

3. Objections to the amount of the invoice does not suspend payment obligations.

4. After the expiry of the 14 day payment period the commissioner is in legal default. The commissioner is, from that moment, subject to 1% interest per month for the amount due.

5. The commissioner is, by the mere closing of the agreement, obliged to reimburse the extrajudicial collection costs equal to the most recent attorney rates.

 

Article 9 RETENTION

The contractor remains the complete owner of the delivered articles until the moment that the purchase price and possible interest and collecting costs have been paid in full.

 

Article 10 WARRANTY

1. There is a warranty period of 24 months after the initial delivery of the product.

2. For manufacturing defects, which by their nature can be discovered after a length of time, applies a warranty period of one year after the initial delivery.

3. The warranty is voided in concern to those parts of the product which show defects if repairs or other activities have taken place by a third party without the written permission of the contractor.

4. The warranty does not apply to the constructions or materials prescribed by the commissioner or for the by the commissioner ordered materials or participation in the work by a third party, unless executed through explicit approval of the contractor. 5. Repairs or alterations as mentioned in paragraph 4 may not be executed by the commissioner at the cost of the contractor, unless the contractor has given his written approval as stated in paragraph 4. 6. The warranty does not apply for discolouration of the wood and for lesser colour variations of the wood and other materials.

5. The warranty only applies for use for which the product is destined. Unless otherwise stated, the warranty only applies for normal use.

6. The warranty only applies under normal circumstances. This means: caring for sufficient moisture in the atmosphere, protecting against too much moisture or dry air, cold, heat, etc.

7. The warranty does not apply to intonation work.

 

Article 11 CLAIMS

Claims are only valid if they are made in writing within 7 days after the identification of the deficiencies and include a clear description of the defects, failing which claims need not be considered. Claims are only valid in respect to matters which immediately prior to detection of the defects were still in the state in which they were delivered.

 

Article 12 DISPUTES

1. All disputes relating to the agreement are governed by Dutch law. Only the Dutch court is competent to hear these disputes.

2. A dispute will only be heard if the commissioner files his complaint with the contractor within a reasonable period of time.

3. The parties will only go to court after they have made a serious attempt to solve the dispute themselves.

4. In all cases, only the original Dutch language version of the terms and conditions has legal power.

 

Article 13 LIMITATION OF LIABILITY

1. The liability of the contractor for damage caused by defects is restricted to the net invoiced amount of the delivered goods.

2. The contractor is never liable for indirect damages caused by a third party or of loss of profit.

3. The contractor is never liable for damage associated with constructions or materials provided by the commissioner or by materials or work provided by a third party commissioned by the commissioner.

 

Article 14 FORCE MAJEURE

1. In the event of force majeure, the contractor is not obliged to fulfil his obligations to the commissioner, or the obligation is suspended for the duration of the force majeure.

2. Force majeure includes any circumstance beyond the contractor’s control through which the fulfilment of the obligations towards the commissioner partially or completely are hindered. These circumstances include strikes, illness, fire, operational breakdowns, power failures, problems involving delivery of goods by suppliers or third parties and the lack of any governmental permit. Force majeure also includes failure of communication devices and short and long lasting defects of machines essential for production.

 

Article 15 LOCATION OF THE TERMS AND CONDITIONS

These terms and conditions have been deposited with the Chamber of Commerce in Amersfoort, The Netherlands.