1. General
Diagnoses is an organization that deals with the handling, maintenance and updating of diagnostic equipment for automotive companies, Wholesalers (resellers), schools and related companies/individuals.
All activities are carried out from the one-man case diagnoses, KvK nr. 01181169 located in the Aewal 21. These general terms and conditions apply expressly to all activities of diagnoses, which will be referred to in these conditions as "diagnoses".
2. Applicability and exclusions
These general terms and Conditions shall apply to all contracts, tenders and/or agreements between diagnoses and its clients and shall extend to the benefit of the persons working for diagnoses.
All assignments are only accepted and executed by diagnoses. This also applies if it is the express or implied intention that a contract is carried out by one or more particular person or persons. The applicability of article 7:404 BW, 7:407 para 2 bw and 7:409 bw is expressly excluded.
A contract shall be deemed to have been accepted only if the order has been confirmed in writing to a client by a diagnosis, or is stipulated in a written contract of assignment. No rights can be derived from e-mail traffic and the limitations of the powers of the persons listed in the Trade register are strictly observed.
A contract may not be legally valid on behalf of diagnoses by under-arranged personnel, being the personnel in the case of diagnoses that do not have the legal status of the commercial register. Any agreement entered into with a diagnosis shall contain a condition which may prove sufficient creditworthiness of the client, solely and entirely for assessment by diagnostics.
The client is obliged to prove his creditworthiness to diagnoses on the first request of diagnoses.
Acceptance of the terms of delivery of third parties can only take place if this is expressly and in writing by diagnoses stated at the time of entering into an agreement. Such applicability relates solely to the actual transaction and thus cannot affect future deliveries by or agreements with the third party in question.
In the event of a breach or ambiguity between the provisions of these Terms of delivery and any third party delivery terms, the terms of delivery of the diagnostics shall prevail.
3. Offers
All offers and/or quotations are without engagement, unless expressly agreed otherwise in writing. The prices quoted are for delivery ex-company or warehouse of diagnoses, excluding sales tax and exclusive packaging.
Data in printed work provided by diagnoses may be modified unilaterally by diagnostics without prior notice; Thus, the data issued do not bind diagnoses.
Data on the offered, such as properties, sizes, colour et cetera, as well as data in print, drawings, images, etc. which have been provided by diagnoses, may not bind parties and provide only an indication for further Negotiations between the parties. The client cannot derive any rights from such expressions.
All claim rights and other powers of the principal against diagnoses, the (individual) partners and the persons working for the company in connection with the work carried out by diagnoses shall lapse if they are not in writing and Motivated are submitted to diagnoses in any event as soon as a 30-day period expires after the day on which the client became known or could reasonably have been known for the existence of such rights and powers.
4. Enabling third parties
Diagnoses will take due care when engaging non-organisational third parties (including suppliers, damage experts, experts, etc.).
However, diagnoses are not liable for any shortcomings of these third parties. Diagnostics is authorized by the client to accept any third party liability limitations on behalf of the client.
Costs incurred by the client for the purpose of the diagnosis, for example because of the enabling of an expert, may be charged separately to the client, whatever costs may be passed on to the client if the The work of these third parties is not achieved positive results.
5. Prices
All agreements shall be concluded on the basis of the prices prevailing at the time of closure.
Price lists and advertising expressions are subject to change and do not bind diagnoses.
If the establishment of an agreement with diagnoses increases the prices of wages, social charges, turnover tax, etc., then diagnosis has the right to pass on these increases to its client. This also applies expressly if it appears that the increase (s) in question for diagnoses and/or its client were foreseeable at the time of the establishment of an agreement.
If the price change is more than 10%, the client has the right to dissolve the agreement by means of a written declaration, whereby the client is obliged, however, to keep the costs incurred by the diagnoses fully Reimburse.
6. Partial delivery
Any partial delivery, including the delivery of items of a composite order, can be invoiced. If an interim or partial invoicing has taken place, then article 22 of these conditions ("payment") applies in full.
7. Packaging
If necessary, packaging at cost price is passed on to the client and is not repossessed. The necessity or desirability of using packaging is to assess diagnoses.
8. Deposit
Diagnosis is always entitled to require the client to pay an advance of 25% of the order. An advance shall be deducted from the final statement of the contract. Diagnostics is entitled to set off outstanding claims to the client, which it holds for the benefit of the client, with open declarations.
9. Delivery times
A delivery period made known by diagnoses is only approximate, or as an indication.
All delivery times have been determined by diagnoses assuming that there are no impediments to diagnoses to deliver the cases in a timely manner.
Any cases ordered by a client, which are not collected by the client without delay at the address of the diagnosis, shall be at the expense and risk from the end of the delivery period. stored at the disposal of the client.
Diagnostics is entitled to charge reasonable, market-based storage costs to the client, if the goods are not picked up within 4 working days after the end of the delivery period.
10. Transport
Dispatch of goods shall be at the expense and risk of the client. The transmission shall be made in the manner indicated by the diagnosis. If the client wishes to receive a consignment in a different manner, for example by means of quick or express dispatch, the additional shipping costs will also be borne by the client.
11. More-and less work
The work includes only what is agreed in writing between diagnoses and the client. Any additional work before or during the execution of the work by diagnostics, which is entrusted to the client or if such additional work was necessary or desirable to ensure that the contract was concluded to a good Must be reimbursed in full by the client on the basis of the existing agreements between the parties, or on the basis of market-based price fixing.
Less work is required by diagnoses not to be reimbursed to the client, except in so far as this is less work related to the goods to be supplied by the client diagnoses (numbers).
By making diagnoses costs, which costs are caused outside of the debt or outside the responsibility of diagnoses, must be paid by the client.
The applicability of article 7:755 BW is expressly excluded.
12. Modification of the contract
Changes to the original order, of any kind, written or verbally affixed by or on behalf of the client, which entail higher costs than those which could be counted by the diagnosis of the quotation, shall be made by the client will be charged.
By the client, after the provision of the contract, any changes required in the
Implementation, must be communicated by the client in good time and in writing to diagnoses. If the changes are transmitted orally or by telephone, the risk for the execution of the changes shall be borne by the client.
The changes made may result in the
Delivery time is exceeded, without any responsibility for diagnoses. On diagnoses there is no responsibility (more), if, after the establishment of the contract, a change is required by the client.
13. Cancellation
If the client cancels the order and/or refuses to take out the goods, or refuses to pay the invoice after delivery, the client is obliged to supply the materials and raw materials already purchased and/or (on) supplied by diagnoses, Hours worked in an integral and timely manner.
In that case, the client will also owe to diagnoses an amount of 33% of the agreed contract. In that case, the client shall also keep diagnoses against claims by third parties as a result of the cancellation of the contract and/or refusal of the goods (or delivery thereof).
Without prejudice to the foregoing arrangements, diagnostics reserves the right to claim full compliance with the agreement and/or to claim full compensation for its damage from the client.
14. Advertising
The client is obliged to inspect these defects immediately after the (on) delivery of the goods and, in the presence thereof, to inform the diagnoses immediately in writing about these deficiencies. If the client fails to report defects in writing within 8 days of the day of delivery, which would have been noted in a thorough investigation, the client is deemed to agree with the state in which the delivered goods were received, and Shall thus lapse any right to the advertising side of the client.
Diagnostics should be enabled by the client to check for submitted advertisements for correctness and should also be able to remedy any defects within a reasonable time.
If diagnoses, or an independent expert, considers that a reported advertisement is correct, then the client receives a written notice of diagnoses on this subject.
If diagnoses are able to rectify the defects within a reasonable time, the client is obliged to comply with the invoices of the diagnoses in full and in a timely manner. Any right of settlement or moderation of the invoices does not therefore apply to the client.
If diagnoses are unable to remedy the defect within a reasonable period of time, and is unable to deliver a replacement case within a reasonable time, then the parties are entitled to dissolve the agreement and will diagnose the already The goods or parts delivered. In that case, diagnostics is only obliged to pay the client a reasonable fee up to a maximum of the invoice amounts actually paid by the client to diagnoses for the delivered goods. Diagnoses are not obliged to pay further damage or costs to the client.
15. Warranty
During a period to be agreed after delivery, diagnoses provide the client with written warranty for material and workmanship defects, which arise during normal use. The warranty of diagnoses does not apply if the errors are the result of improper use, of causes other than material and workmanship errors or if diagnostics supplies material or used goods used after consultation with the client.
For all matters and materials that do not make diagnoses themselves, he does not provide any warranty, except insofar as the supplier of diagnoses provides any warranty to diagnoses. Warranty is given only on delivered goods, but not on wages or hours, which are charged.
16. Lien
Where diagnoses have cases of the client, it shall be entitled to keep these cases under the satisfaction of all outstanding invoices and costs which have made diagnoses for the execution of all assignments of the same client, Unless security is provided by this originator for the fulfilment of his obligations to diagnose.
17. Liability
Diagnoses shall not be liable for the costs, damages and interests that may arise as an indirect or direct result of:
A. Force majeure, as specified in these conditions;
B. Acts or negligence of the principal, his subordinates, or other persons who have been employed by or because of him.
If, in the performance of the contract, an event occurs which leads to liability of diagnoses or (previously) to its active persons (whether or not employed), then the joint liability of diagnoses and Persons are always confined to the amount paid in the case in question by the possible liability insurer of diagnoses, plus the amount of the deductible that comes under the conditions for the account of diagnoses.
If and to the extent that, for any reason, there is no benefit under the liability insurance or in which case there is no applicability of such liability insurance, any joint liability, as referred to in the preceding sentence, is limited to a maximum of the invoice amount (paid by the client), or limited to the amount that diagnoses actually paid in the context of the client's relevant assignment Gotten.
The limitation of liability of this article shall also apply in case of unlawful diagnosis of a contract or termination and damage resulting therefrom.
In addition, diagnoses shall be liable only to a maximum of the invoice value, for damage to the work, equipment and materials, as well as to the work and/or the property of the principal and/or third parties, as the result of gross negligence of Diagnoses or of those who have been employed by diagnoses.
Diagnoses will not be obliged to compensate for the loss of business and/or consequential damages of a client, except where there is demonstrable gross negligence on the part of the diagnosis.
18. Force Majeure
Exceptional circumstances, such as storm damage and other natural disasters, obstacles by third parties or government, obstacle to transport in general, total or partial strikes by third parties or authorities, riots, war or Danger of war both in the Netherlands and in the country of origin of the materials, exclusions, loss or damage of goods during transport to diagnoses or the client, not, not sound or non-timely delivery of goods by suppliers of diagnoses, ex-and/or import bans or restrictions, whole or partial mobilization, obstructive measures of any government, fire, disturbances and accidents in the holding or in the means of transport of diagnostics, or in the means of The carriage of third parties, the imposition of levies or other government measures, which entail a change in the actual circumstances, provide for cases of force majeure, which waive its obligation of delivery without the client Any right to compensation of any kind or whatever may be called.
Diagnoses shall be entitled in these or such cases, entirely at their own discretion, to dissolve the agreement with the client or to suspend it, or to amend it, until the force majeure has disappeared.
19. Retention of title
As long as diagnoses have not received full payment for an agreement from a client, all delivered goods remain the property of diagnoses.
This retention of title also extends to all matters, which have been supplied to the client by a prior (purchase) agreement by diagnoses (extended property reservation).
The client is not entitled to dispose of the goods delivered or to (do) objections with any security right for the benefit of himself or third parties.
In case of bankruptcy, moratorium of payment or application of the statutory debt settlement (WSNP) on the part of the client, and if it is probable that the client does not fulfil his obligations under any agreement with diagnoses ( In full and in good time), diagnoses shall be entitled to take (do) all matters supplied by it on the basis of its (extended) retention of title without judicial intervention and without any notice.
This right also expressly applies to diagnoses if the goods supplied by the diagnoses have been confiscated by third parties (under the principal) or if such a seizure is likely to be made, or if the fears arise that the Goods delivered will be obscured from the client's case address.
20. Default and Dissolution
If the client is in any way too short of fulfilling his obligations to diagnoses, or if it is probable that the client will not be able to fulfil its obligations towards diagnoses in a timely and integral manner, then Client by law in default. Without prejudice to the provisions of the Civil Code, in such cases, diagnoses shall have the power to terminate the agreement with the client outside the court, or to opt for the fulfilment and suspension of its own obligations Under the agreement with the client.
This right also applies to diagnoses in the event of bankruptcy, moratorium of payment or application of the statutory debt settlement (WSNP) to the principal, or in the event of his or her business being seized or threatened, the company of Client has entered into liquidation or is/is taken over by third parties, or if the client has the intention to leave the Netherlands. In all these cases, the claims of diagnoses on the client will be immediately payable and diagnostics will be entitled to either dissolve all agreements or suspend its own obligations pending proper performance and or security by the client.
21. Payment
The remuneration under a contract to diagnoses cannot be moderated or in any way be settled by the client and must be fully credited to the bank account of diagnoses within 30 days, failing which The client is legally in default. The client shall never be entitled to netting.
It is billed weekly, unless agreed otherwise in writing or a deviating periodic invoicing is deemed desirable. Payment of invoices must be made within twenty (21) days after the invoice date, when exceeding which period the client is in default without further notice.
After expiry of the payment term, the client owes to diagnoses an interest of 2% per month, counting from the invoice date.
Diagnostics reserves the right at all times to terminate the delivery or (additional) work in the interim and suspend all work, if payment of a dispatched invoice is not fully paid within the term of payment. Such termination shall take place without the client being entitled to any compensation or compensation.
If diagnosis takes recovery measures against the principal who is in default, all extrajudicial and judicial costs shall be borne by the client. The costs to be paid are at least 15% of the outstanding balance at the first moment of absence. Moreover, the costs of the third parties (lawyer, attorney or debit agent) that are enabled by diagnostics are fully charged to the client.
A payment by the client is deducted by diagnoses first the costs, then of the open fallen interest and finally of the principal and current interest.
22. Applicable law, share declaration and dispute settlement
The legal relationship between the client and the diagnoses is governed by Dutch law. If a provision or part thereof in these conditions cannot be held in law or is not legally valid, this shall not affect the validity of the remaining provisions in these conditions. Any omission in these terms and conditions shall be construed in accordance with the other provisions and the agreements between diagnoses and client.
Only the court in Groningen has jurisdiction to take note of any dispute between diagnoses and a client.