Terms and Conditions
GENERAL TERMS AND CONDITIONS EMERGE & SEE BV located in ARNHEM, THE NETHERLANDS.
Article 1. General.
§ 1.1. These conditions apply to every offer, quotation and agreement between Emerge & See BV, hereinafter referred to as "Emerge & See", and a Client to which Emerge & See has declared these terms and conditions applicable, insofar as the parties have not deviated from these conditions expressly and in writing.
§ 1.2. The present terms and conditions also apply to contracts with Emerge & See, for which third parties must be involved by Emerge & See.
§ 1.3. These general conditions are also written for the employees of Emerge & See and his management.
§ 1.4. The applicability of any purchase or other conditions of the Client is explicitly rejected. § 1.5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. Emerge & See and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
§ 1.6. If there is a lack of clarity about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place 'in the spirit' of these provisions.
§ 1.7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
§ 1.8. If Emerge & See does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that Emerge & See would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Offers and offers.
§ 2.1. All quotations and offers from Emerge & See are without obligation, unless a deadline for acceptance has been set in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
§ 2.2. Emerge & See can not be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
§ 2.3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.
§ 2.4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Emerge & See is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Emerge & See indicates otherwise.
§ 2.5. A composite quotation does not oblige Emerge & See to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; execution times, transfer of risk, implementation and amendment of the agreement; price increase.
§ 3.1. The agreement between Emerge & See and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
§ 3.2. If a term has been agreed or specified for the execution of certain work or for the delivery of certain goods, this is never a fatal deadline. If a term is exceeded, the Client must therefore declare Emerge & See in default in writing. Emerge & See must be offered a reasonable period in which to still implement the agreement.
§ 3.3. Emerge & See will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
§ 3.4. Emerge & See has the right to have certain work carried out by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
§ 3.5. If Emerge & See or third parties engaged by Emerge & See carry out activities within the framework of the assignment at the location of the Client or a location designated by the Client, the Client will provide free of charge the facilities desired by those employees.
§ 3.6. Delivery is done by Emerge & See. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for the delivery, then Emerge & See is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the time when goods are available to the Client.
§ 3.7. Emerge & See is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
§ 3.8. If the agreement is executed in phases, Emerge & See can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
§ 3.9. The Client ensures that all data, of which Emerge & See indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are provided to Emerge & See in time. If the data required for the execution of the agreement are not provided to Emerge & See in time, Emerge & See has the right to suspend the execution of the agreement and / or to charge the Client for the additional costs arising from the delay in accordance with the then customary rates. bring. The execution period commences no sooner than after the Client has made the data available to Emerge & See. Emerge & See is not liable for damage of any kind, because Emerge & See has assumed incorrect and / or incomplete information provided by the Client.
§ 3.10. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Emerge & See will issue a price quotation for this as much as possible. By an amendment to the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
§ 3.11. If the agreement is changed, including a supplement, then Emerge & See is entitled to perform this first after approval by the person responsible within Emerge & See and the Client has agreed to the price and other conditions specified for the performance, including understood the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not constitute a failure on the part of Emerge & See and is no reason for the Client to terminate or cancel the agreement. § 3.12. Without being in default, Emerge & See may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
§ 3.13. If the Client is in default in the proper performance of what he is obliged to Emerge & See, then the Client is liable for all damage on the part of Emerge & See thereby directly or indirectly arise.
§ 3.14. If Emerge & See agrees with the Client a fixed fee or fixed price, then Emerge & See is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase the price arises from a power or obligation pursuant to the law or regulation or finds its cause in an increase of the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into.
§ 3.15. If the price increase other than as a result of an amendment of the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 of the Dutch Civil Code is entitled agreement by dissolving a written statement, unless Emerge & See is still prepared to execute the agreement on the basis of the originally agreed agreement; if the price increase arises from a power or an obligation imposed by Emerge & See pursuant to the law; if it is stipulated that the delivery will take place longer than 3 months (in words: three months) after the conclusion of the agreement; or, on delivery of a case, if it is stipulated that the delivery will take place longer than 3 months (in words: three months) after the purchase.
Article 4. Suspension, dissolution and interim termination of the agreement.
§ 4.1. Emerge & See is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely, fulfill the obligations from the agreement, after the conclusion of the agreement Emerge & See come to the knowledge of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be required of Emerge & See to fulfill the agreement against the originally agreed conditions.
§ 4.2. Furthermore, Emerge & See is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement can not reasonably be expected from Emerge & See. .
§ 4.3. If the agreement is dissolved, the claims of Emerge & See on the Client are immediately due and payable. If Emerge & See suspends fulfillment of the obligations, he will retain his rights under the law and agreement.
§ 4.4. If Emerge & See proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs in any way whatsoever.
§ 4.5. If the dissolution is attributable to the Client, Emerge & See is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
§ 4.6. If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, Emerge & See is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, by virtue of of default, but compensation or compensation is mandatory.
§ 4.7. If the agreement is terminated prematurely by Emerge & See, Emerge & See will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work for Emerge & See entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Emerge & See indicates otherwise.
Article 1. General.
§ 1.1. These conditions apply to every offer, quotation and agreement between Emerge & See BV, hereinafter referred to as "Emerge & See", and a Client to which Emerge & See has declared these terms and conditions applicable, insofar as the parties have not deviated from these conditions expressly and in writing.
§ 1.2. The present terms and conditions also apply to contracts with Emerge & See, for which third parties must be involved by Emerge & See.
§ 1.3. These general conditions are also written for the employees of Emerge & See and his management.
§ 1.4. The applicability of any purchase or other conditions of the Client is explicitly rejected. § 1.5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. Emerge & See and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
§ 1.6. If there is a lack of clarity about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place 'in the spirit' of these provisions.
§ 1.7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
§ 1.8. If Emerge & See does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that Emerge & See would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Offers and offers.
§ 2.1. All quotations and offers from Emerge & See are without obligation, unless a deadline for acceptance has been set in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
§ 2.2. Emerge & See can not be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
§ 2.3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.
§ 2.4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Emerge & See is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Emerge & See indicates otherwise.
§ 2.5. A composite quotation does not oblige Emerge & See to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; execution times, transfer of risk, implementation and amendment of the agreement; price increase.
§ 3.1. The agreement between Emerge & See and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
§ 3.2. If a term has been agreed or specified for the execution of certain work or for the delivery of certain goods, this is never a fatal deadline. If a term is exceeded, the Client must therefore declare Emerge & See in default in writing. Emerge & See must be offered a reasonable period in which to still implement the agreement.
§ 3.3. Emerge & See will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
§ 3.4. Emerge & See has the right to have certain work carried out by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
§ 3.5. If Emerge & See or third parties engaged by Emerge & See carry out activities within the framework of the assignment at the location of the Client or a location designated by the Client, the Client will provide free of charge the facilities desired by those employees.
§ 3.6. Delivery is done by Emerge & See. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for the delivery, then Emerge & See is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the time when goods are available to the Client.
§ 3.7. Emerge & See is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
§ 3.8. If the agreement is executed in phases, Emerge & See can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
§ 3.9. The Client ensures that all data, of which Emerge & See indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are provided to Emerge & See in time. If the data required for the execution of the agreement are not provided to Emerge & See in time, Emerge & See has the right to suspend the execution of the agreement and / or to charge the Client for the additional costs arising from the delay in accordance with the then customary rates. bring. The execution period commences no sooner than after the Client has made the data available to Emerge & See. Emerge & See is not liable for damage of any kind, because Emerge & See has assumed incorrect and / or incomplete information provided by the Client.
§ 3.10. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Emerge & See will issue a price quotation for this as much as possible. By an amendment to the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
§ 3.11. If the agreement is changed, including a supplement, then Emerge & See is entitled to perform this first after approval by the person responsible within Emerge & See and the Client has agreed to the price and other conditions specified for the performance, including understood the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not constitute a failure on the part of Emerge & See and is no reason for the Client to terminate or cancel the agreement. § 3.12. Without being in default, Emerge & See may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
§ 3.13. If the Client is in default in the proper performance of what he is obliged to Emerge & See, then the Client is liable for all damage on the part of Emerge & See thereby directly or indirectly arise.
§ 3.14. If Emerge & See agrees with the Client a fixed fee or fixed price, then Emerge & See is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase the price arises from a power or obligation pursuant to the law or regulation or finds its cause in an increase of the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into.
§ 3.15. If the price increase other than as a result of an amendment of the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 of the Dutch Civil Code is entitled agreement by dissolving a written statement, unless Emerge & See is still prepared to execute the agreement on the basis of the originally agreed agreement; if the price increase arises from a power or an obligation imposed by Emerge & See pursuant to the law; if it is stipulated that the delivery will take place longer than 3 months (in words: three months) after the conclusion of the agreement; or, on delivery of a case, if it is stipulated that the delivery will take place longer than 3 months (in words: three months) after the purchase.
Article 4. Suspension, dissolution and interim termination of the agreement.
§ 4.1. Emerge & See is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely, fulfill the obligations from the agreement, after the conclusion of the agreement Emerge & See come to the knowledge of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be required of Emerge & See to fulfill the agreement against the originally agreed conditions.
§ 4.2. Furthermore, Emerge & See is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement can not reasonably be expected from Emerge & See. .
§ 4.3. If the agreement is dissolved, the claims of Emerge & See on the Client are immediately due and payable. If Emerge & See suspends fulfillment of the obligations, he will retain his rights under the law and agreement.
§ 4.4. If Emerge & See proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs in any way whatsoever.
§ 4.5. If the dissolution is attributable to the Client, Emerge & See is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
§ 4.6. If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, Emerge & See is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, by virtue of of default, but compensation or compensation is mandatory.
§ 4.7. If the agreement is terminated prematurely by Emerge & See, Emerge & See will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work for Emerge & See entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Emerge & See indicates otherwise.
§ 4.8. In case of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and to the extent that the attachment is not lifted within 3 months (in words: three months) - at the expense of the Client, of debt restructuring or another circumstance as a result of which the Client can no longer freely dispose of its assets, Emerge & See is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of Emerge & See on the Client are immediately due and payable in that case.
§ 4.9. If the Client cancels all or part of an order placed, the work performed and the items ordered or prepared for it, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully integrated. the Client will be charged.
§ 4.9. If the Client cancels all or part of an order placed, the work performed and the items ordered or prepared for it, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully integrated. the Client will be charged.
Article 5. Force majeure.
§ 5.1. Emerge & See is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for his account.
§ 5.2. Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which Emerge & See can not exert influence, but as a result of which Emerge & See is unable to meet its obligations. . Work strikes in the company of Emerge & See or of third parties included. Emerge & See also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after Emerge & See should have fulfilled its obligation.
§ 5.3. Emerge & See can suspend the obligations under the contract during the period that the force majeure continues. If this period lasts longer than 2 months (in words: two months), then each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damage.
§ 5.4. For so many Emerge & See employees at the time of the occurrence of force majeure, the obligations arising from the agreement have in the meantime been partially fulfilled or will be able to comply with them, and the part that has to be fulfilled or to be fulfilled is independent value, Emerge & See is entitled to the part already fulfilled or to be fulfilled. to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs.
§ 6.1. Payment must always be made within 14 days (in words: fourteen days) after the invoice date, in a manner to be indicated by Emerge & See in the currency in which the invoice is made, unless stated otherwise by Emerge & See in writing. Emerge & See is entitled to invoice periodically.
§ 6.2. If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
§ 6.3. Emerge & See has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Emerge & See can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Emerge & See can refuse full payment of the principal sum, if the interest and collection costs are not paid.
§ 6.4. The Client is never entitled to set off the amount due to Emerge & See. Objections against the height of an invoice do not suspend the payment obligation. The Client who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
§ 6.5. If the Client is in default in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Client. The default of the Principal who is a natural person, who does not act in the exercise of a profession or business (private client), takes effect after he has been summoned to pay within fourteen days after the day of reminder and payment is not forthcoming. The reminder also indicates the consequences of the absence of payment. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if Emerge & See has incurred higher costs for collection that were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs incurred are eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
Article 7. Reservation of ownership.
§ 7.1. The goods delivered by Emerge & See within the framework of the agreement will remain the property of Emerge & See until the Client has properly fulfilled all obligations from the agreement (s) concluded with Emerge & See.
§ 7.2. The goods delivered by Emerge & See that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Principal is not authorized to pledge or encumber it under the retention of title in any other way.
§ 7.3. The Client must always do everything that can reasonably be expected of him to secure the property rights of Emerge & See. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, then the Client is obliged to inform Emerge & See of this immediately. In addition, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to Emerge & See on first request. In case of a possible payment of the insurance, Emerge & See is entitled to these tokens. As far as necessary, the Client commits itself towards Emerge & See in advance to cooperate with everything that may prove necessary or desirable in that context.
§ 7.4. In the event that Emerge & See wishes to exercise the property rights referred to in this article, the Client shall grant unconditional and non-revocable consent to Emerge & See and third parties to be designated by Emerge & See to enter all those places where the properties of Emerge & See are located and to take them back. .
Article 8. Guarantees, research and complaints, limitation period.
§ 8.1. The goods to be delivered by Emerge & See meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. When using outside the Netherlands, the Client must verify itself that the use thereof is suitable for use there and comply with the conditions set for it. Emerge & See can in that case impose other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
§ 8.2. The guarantee referred to in paragraph 1 of this article applies for a period of 6 months (in words: six months) after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by Emerge & See concerns a matter that was produced by a third party, then the warranty is limited to that provided by the producer of the item, unless otherwise stated.
§ 8.3. Any form of guarantee will lapse if a defect arises as a result of or ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties when, without the written consent of Emerge & See, the Client or third parties have made or attempted to make changes to the case, other matters have been confirmed that need not be confirmed or if these have been modified or processed in a manner other than the prescribed manner. The Client is also not entitled to warranty if the defect is caused by or is the result of circumstances that Emerge & See can not exert influence on, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
§ 8.4. The Client is obliged to inspect the delivered goods or to have them inspected, immediately at the moment that the items are made available to him or the relevant work has been carried out. The Client should then examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to Emerge & See in writing within 7 days (in words: seven days) after delivery. Any invisible defects must be reported to Emerge & See immediately, but in any case no later than 14 days (in words: fourteen days), after discovery thereof. The report must contain as detailed a description as possible of the defect, so that Emerge & See is able to respond adequately. The Client must give Emerge & See the opportunity to investigate a complaint.
§ 8.5. If the Client makes a timely complaint, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise ordered items and what he has commissioned Emerge & See.
§ 8.6. If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
§ 8.7. If it is certain that a case is defective and in that case timely complaint is filed, then Emerge & See will return the defective matter within a reasonable period after return receipt thereof or, if return is not reasonably possible, written notice regarding the defect by the Client, at the option of Emerge & See , replace or take care of repair or replacement fee to the Client. In case of replacement, the Client is obliged to return the replaced property to Emerge & See and to provide ownership thereof to Emerge & See, unless Emerge & See indicates otherwise.
§ 8.8. If it is established that a complaint is unfounded, then the costs thereby incurred, including the research costs, on the side of Emerge & See as a result, are entirely for the account of the Client.
§ 8.9. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
§ 8.10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses towards Emerge & See and the third parties involved by Emerge & See in the performance of an agreement is 1 year (in words: one year).
Article 9. Liability
§ 9.1. If Emerge & See is liable, then this liability is limited to what is regulated in this provision.
§ 9.2. Emerge & See is not liable for damage, of whatever nature, caused by Emerge & See relying on incorrect and / or incomplete data provided by or on behalf of the Client.
§ 9.3. If Emerge & See is liable for any damage, the liability of Emerge & See is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
§ 9.4. The liability of Emerge & See is always limited to the amount of the benefit of his insurer in that case.
§ 9.5. Emerge & See is only liable for direct damage.
§ 9.6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred due to the inadequate performance of Emerge & See to the agreement. to answer, for as far as these can be attributed to Emerge & See and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Emerge & See is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
§ 9.7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Emerge & See or its managerial subordinates.
Article 10. Indemnity.
§ 10.1. The Client indemnifies Emerge & See for any claims by third parties, which suffer damage in connection with the execution of the agreement and of which the cause is attributable to others than Emerge & See. If Emerge & See should be called to account by third parties for this reason, then the Client is obliged to assist Emerge & See both in and out of court and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, then Emerge & See will be entitled to do so without notice of default. All costs and damage on the part of Emerge & See and third parties thereby arise, are fully at the expense and risk of the Client.
Article 11. Intellectual property.
§ 11.1. Emerge & See reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. Emerge & See has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the notice of third parties.
Article 12. Applicable law and disputes.
§ 12.1. All legal relationships to which Emerge & See is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
§ 12.2. The judge in the place of business of Emerge & See has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Emerge & See has the right to submit the dispute to the competent court according to the law.
§ 12.3. The parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 13. Location and change of conditions.
§ 13.1. These conditions are based on the Model General Terms and Conditions for Services, of the Chamber of Commerce in Arnhem, the Netherlands.
§ 13.2. Applicable is always the last published version or the version as it was sent with the last sent offers and offers or published on the website of Emerge & See BV: www.emergensee.nl
§ 13.3. The Dutch text of the general terms and conditions is always decisive for its interpretation.