Terms and Conditions

Definitions

  1. Strydom Engineering: Strydom Engineering, gevestigd te Breukelen onder KvK nr. 83278745.
  2. Customer: the person with whom Strydom Engineering has entered into an agreement.
  3. Parties: Strydom Engineering and customer
  4. Consumer: a customer who is also an individual and who acts as a private person.

 Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Strydom Engineering.
  2. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
  3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotes

  1. Offers and quotations from Strydom Engineering are without obligation, unless expressly stated otherwise.
  2. An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation. 
  3. If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed this in writing.

Acceptance 

  1. Upon acceptance of a quotation or offer without obligation, Strydom Engineering reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this. 
  2. Verbal confirmation of the customer only binds Strydom Engineering after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices that Strydom Engineering uses are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
  2. All prices that Strydom Engineering uses for its products or services, on its website or that are otherwise made known, Strydom Engineering may change at any time. 
  3. Increases in the cost prices of products or parts thereof, which Strydom Engineering could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
  4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
  5. The price with regard to a service is determined by Strydom Engineering on the basis of the hours actually spent.
  6. The price is calculated according to the usual hourly rates of Strydom Engineering, applicable for the period in which it performs the work, unless a different hourly rate has been agreed.
  7. If the parties have agreed on a total amount for a service provided by Strydom Engineering, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
  8. Strydom Engineering is entitled to deviate up to 10% from the target price.
  9. If the target price is more than 10% higher, Strydom Engineering must inform the customer in good time why a higher price is justified.
  10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
  11. Strydom Engineering  has the right to adjust the prices annually.
  12. Prior to its effective date, Strydom Engineering will communicate price adjustments to the customer.
  13. The consumer has the right to cancel the agreement with Strydom Engineering if he does not agree with the price increase.

Payments and payment term

  1. Strydom Engineering may require a down payment of up to 50% of the agreed amount upon entering into the agreement. 
  2. The customer must make payments in arrears within 7 days after delivery of the product.
  3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Strydom Engineering having to send the customer a demand or notice of default. 
  4. Strydom Engineering reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, Strydom Engineering is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the customer is in default, whereby part of a month is counted as a whole month .
  2. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Strydom Engineering. 
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. 
  4. If the customer does not pay on time, Strydom Engineering may suspend its obligations until the customer has fulfilled its payment obligation. 
  5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, the claims of Strydom Engineering against the customer are immediately due and payable. 
  6. If the customer refuses to cooperate with the execution of the agreement by Strydom Engineering, he is still obliged to pay the agreed price to Strydom Engineering. 

Right of advertising 

  1. As soon as the customer is in default, Strydom Engineering is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
  2. Strydom Engineering invokes the right to complain by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to Strydom Engineering, unless the parties agree otherwise. 
  4. The costs for the return or return of the products will be borne by the customer.

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Right of retention 

  1. Strydom Engineering may invoke its right of retention and in that case retain the customer's products until the customer has settled all outstanding invoices with regard to Strydom Engineering, unless the customer has provided sufficient security for those costs. 
  2. The right of retention also applies under previous agreements from which the customer still owes payments to Strydom Engineering.
  3. Strydom Engineering shall never be liable for any damage that the customer may suffer as a result of the use of its right of retention.

Settlement

Unless the customer is a consumer, the customer waives its right to set off any debt owed to Strydom Engineering against a claim against Strydom Engineering. 

Retention of title 

  1. Strydom Engineering remains the owner of all delivered products until the customer has fully complied with all of its payment obligations to Strydom Engineering under any agreement concluded with Strydom Engineering, including claims for failure to perform.
  2. Until then, Strydom Engineering can invoke its retention of title and take back the goods. 
  3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products. 
  4. If Strydom Engineering invokes its retention of title, the agreement is considered dissolved and Strydom Engineering has the right to claim compensation, lost profit and interest. 

Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at Strydom Engineering, unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address indicated by the customer. 
  4. If the agreed amounts are not paid or not paid on time, Strydom Engineering has the right to suspend its obligations until the agreed part has been paid. 
  5. In the event of late payment, there is a default of creditors, with the result that the customer cannot object to Strydom Engineering for a late delivery.

Delivery time 

  1. The delivery times specified by Strydom Engineering are indicative and, if they are exceeded, do not entitle the customer to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time commences after the quotation signed for approval by the customer to Strydom Engineering has been confirmed to the customer by Strydom Engineering in writing or electronically.
  3. Exceeding the specified delivery time does not entitle the customer to compensation, nor the right to dissolve the agreement, unless Strydom Engineering cannot deliver within 14 days after being summoned to do so in writing or the parties have agreed otherwise. 

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Transportation costs 

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

Packing and Shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Strydom Engineering cannot be held liable for any injury.
  2. If the customer takes care of the transport of a product himself, he must report any visible damage to products or the packaging prior to transport to Strydom Engineering, failing which Strydom Engineering cannot be held liable for any damage.

Insurance

  1. The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
    • Delivered goods that are necessary for the execution of the underlying agreement.
    • Zaken van Strydom Engineering die bij de klant aanwezig zijn.
    • Goods delivered subject to retention of title.
  2. De klant geeft op eerste verzoek van Strydom Engineering de polis van deze verzekeringen ter inzage.

Storage 

  1. If the customer only accepts ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs as a result of early or late purchase of products will be fully borne by the customer.

Guarantee

  1. When the parties have entered into an agreement with a service-providing nature, this agreement only contains a best effort obligation and therefore no result obligation for Strydom Engineering. 
  2. The warranty with respect to products only applies to defects caused by faulty manufacture, construction or material. 
  3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the moment when they are legally and/or actually delivered, at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer. 

Performance of the agreement 

  1. Strydom Engineering performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 
  2. Strydom Engineering  has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer. 
  4. It is the customer's responsibility that Strydom Engineering can start the execution of the agreement on time.
  5. If the customer has not ensured that Strydom Engineering can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.

Information provided by the customer 

  1. The customer makes all information, data and documents relevant for the correct execution of the agreement available to Strydom Engineering in a timely manner and in the desired form and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise. 
  3. If and insofar as the customer so requests, Strydom Engineering will return the relevant documents. 
  4. If the customer does not make available the information, data or documents reasonably required by Strydom Engineering, not in time or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Intellectual property 

  1. Strydom Engineering retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc. unless the parties have agreed otherwise in writing. 
  2. The customer may not copy, show to third parties and/or make them available or use them in any other way without prior written permission from Strydom Engineering.

Confidentiality 

  1. De klant houdt iedere informatie (in welke vorm dan ook) die hij van Strydom Engineering ontvangt geheim.
  2. Hetzelfde geldt voor alle andere informatie betreffende Strydom Engineering waarvan de klant weet of redelijker­wijs kan vermoeden dat deze geheim of vertrouwelijk is, dan wel waarvan hij kan verwachten dat verspreiding ervan Strydom Engineering schade kan berokkenen.
  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential. 
  4. The duty of confidentiality described in this article does not apply to information:
    • Which was already public before the customer learned this information or which has subsequently become public without a breach of the customer's confidentiality obligation
    • Which is made public by the customer on the basis of a legal obligation 
  5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Penalty clause

  1. If the other party violates the article of these general terms and conditions about confidentiality or about intellectual property, he forfeits an immediately due and payable fine for each violation for the benefit of the trade name.
    • if the other party is a consumer, this fine is € 1,000
    • if the other party is a legal person, this fine is € 5,000
  2. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that that violation continues.
  3. No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage. 
  4. Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Strydom Engineering, including its right to claim compensation in addition to the fine.

Disclaimer

The customer indemnifies Strydom Engineering against all third-party claims related to the products and/or services supplied by Strydom Engineering. 

Complaints

  1. The customer must examine any product or service provided by Strydom Engineering as soon as possible for any shortcomings.
  2. If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform Strydom Engineering of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 
  3. Consumers must inform Strydom Engineering at the latest within 2 months after discovery of the shortcomings.
  4. The customer provides as detailed a description as possible of the shortcoming, so that Strydom Engineering is able to respond adequately. 
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to Strydom Engineering being obliged to perform other work than has been agreed.

Notice of default

  1. The customer must notify Strydom Engineering of any notice of default in writing.
  2. It is the customer's responsibility that a notice of default actually reaches Strydom Engineering (on time). 

Joint and several liability customer

If Strydom Engineering enters into an agreement with multiple customers, each of them will be jointly and severally liable for the full amounts owed to Strydom Engineering under that agreement. 

Liability Strydom Engineering

  1. Strydom Engineering is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
  2. If Strydom Engineering is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
  3. Strydom Engineering is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
  4. If Strydom Engineering is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability relates.
  5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration period

Any right of the customer to compensation from Strydom Engineering expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
 

Right to dissolution

  1. The customer has the right to terminate the agreement if Strydom Engineering imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance. 
  2. If the fulfillment of the obligations by Strydom Engineering is not permanently or temporarily impossible, dissolution can only take place after Strydom Engineering is in default. 
  3. Strydom Engineering has the right to dissolve the agreement with the customer if the customer does not fulfill its obligations under the agreement in full or on time, or if Strydom Engineering has taken cognizance of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill its obligations. 

Force of the majority

  1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, any failure by Strydom Engineering in the fulfillment of any obligation towards the customer cannot be attributed to Strydom Engineering in a situation independent of Strydom Engineering's will, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from Strydom Engineering. 
  2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 
  3. If a force majeure situation arises as a result of which Strydom Engineering cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Strydom Engineering is able to fulfill them again. 
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 
  5. Strydom Engineering shall not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.

Amendment of the agreement 

If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

Change of terms and conditions

  1. Strydom Engineering is entitled to change or supplement these general terms and conditions. 
  2. Minor changes can be made at any time. 
  3. Major changes in content will be discussed with the customer by Strydom Engineering as much as possible in advance.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions. 

Transfer of rights

  1. Customer rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Strydom Engineering. 
  2. This provision applies as a stipulation with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code. 

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions. 
  2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Strydom Engineering had in mind when drafting the conditions on that point.

Applicable law and competent court

  1. Only Dutch law applies to every agreement between the parties. 
  2. The Dutch court in the district where Strydom Engineering is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
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