1.1 In these General Terms and Conditions:
a. General Terms and Conditions: these General Terms and Conditions.
b. Schouten Products Group B.V .: the private company with limited liability Schouten Products Group B.V. acting under the name Schouten Products Group B.V., Schouten Dental, Schouten Syntec, Syntec Shop and Blueshape, established at Mijnsheerenland, registered in the trade register under number 23040059.
d. Blueshape B.V .: the private company with limited liability Blueshape B.V., trading under the name Blueshape B.V., Blueshape 3D and Schouten Blueshape, established in Mijnsheerenland, registered in the trade register under number 61057037.
e. Schouten Group: the trade name under which, inter alia, the company is to be proclaimed and among which should be understood the private limited liability companies mentioned in sub b, c and d and all associated trade names.
f. Auxiliary staff: the employees deployed by Schouten Group in implementation of the Agreement (whether or not based on an employment contract with Schouten Group) subcontractors, suppliers and other (legal) persons.
g. Agreement: the agreement under which Schouten Group has undertaken to sell and / or deliver products and / or services in the broadest sense of the word.
h. Client: the natural person acting in the exercise of a profession or business that concludes an agreement with Schouten Group or the legal entity that concludes an agreement with Schouten Group.
i. Product: all products and services supplied or to be supplied by Schouten Group.
j. Software: the hard- and software developed especially for Schouten Group.
2. Applicability General terms and conditions Schouten Group
2.1 These General Terms and Conditions apply to all offers / quotations, written confirmations and agreements issued by Schouten Group.
2.2 Schouten Group explicitly rejects a client’s referral to the General Terms and Conditions applied by him.
2.3 Deviations from or additions to these General Terms and Conditions require express written consent from Schouten Group.
3. Realization agreement
3.1 Unless explicitly stated otherwise, an offer / quotation from Schouten Group, both orally and in writing, is entirely without obligation.
3.2 A binding agreement is only concluded after a written confirmation by Schouten Group or at the moment that Schouten Group starts implementing it.
3.3 Schouten Group reserves the right to revoke its offer / offer after this offer has been accepted by the client.
3.4 The information provided with a confirmation from Schouten Group, data (such as measurements, weights, calculations, quantities, physical values, specifications etc.) and the like apply as an exception unless Schouten Group has expressly stated in writing that these are an exact statement to be considered.
3.5 The client guarantees the accuracy and completeness of the information provided by it.
4.1 The prices quoted by Schouten Group are exclusive of B.T.W. and are based on the price-determining factors applicable at the time of the offer, including the wage amounts, calculated in accordance with the normal working hours applicable at Schouten Group. In the event that normal working hours have to be exceeded, Schouten Group is entitled to charge a surcharge for this.
4.2 If after the date of the offer / quotation or after the conclusion of the agreement one or more of these cost price factors undergo a change, even if this is due to foreseeable circumstances, Schouten Group is entitled to increase the agreed price accordingly.
4.3 In the case of composite prices, there is no obligation to deliver a part against a corresponding part of the price quoted for the whole.
4.4 In the case of a continuing performance contract with the duration of more than one (1) year, the Schouten Group is free to adjust the agreed price annually on the basis of the CBS price indexing of the relevant year.
5. More and less work, extra costs
5.1 Changes in the original order of any kind whatsoever, made in writing or otherwise by or on behalf of the client, which cause higher costs than those included in the price schedule, will be charged extra to the client.
5.2 Changes that are made in an assignment already given may result in the agreed delivery time being exceeded. Schouten Group can not be held liable for this excess and for any consequences thereof and Schouten Group accepts no liability whatsoever.
5.3 Changes required by the client after the assignment has been issued must be passed on to Schouten Group in writing by the client. In case of a statement in another way, the risk for the processing of the changes is at the expense of the client.
6. Delivery time and place of delivery
6.1 Every delivery period stated by Schouten Group can not be regarded as a strict deadline, but serves as an indication only, unless explicitly agreed otherwise in writing.
6.2 Delivery is ex works.
6.3 The delivery period starts on the day of the conclusion of the agreement or, if the following occurs later, on the day on which an agreed deposit has been paid in full and / or the information relevant to the performance of the agreement to be provided by the client / data etc. has been received.
6.4 A term violation by Schouten Group will only lead to a default after the expiry of a reasonable further term set by the client in writing and afterwards Schouten Group has not or not fully fulfilled its obligations due to circumstances attributable to it.
6.5 If and insofar as the deadline is due to circumstances that do not fall within Schouten Group’s sphere of influence, such as, but not limited to, a late delivery by one of its suppliers and / or other circumstances, this exceeding of the term does not mean that Schouten Group is in default.
6.6 Term overrun can never give rise to compensation or non-performance by the client of any obligation arising from the agreement. For the client, the exceeding of time does not provide grounds for dissolution or termination of the agreement.
6.7 Schouten Group is authorized to make partial deliveries. The client is then obliged to purchase this partial delivery (s).
6.8 The client is obliged to receive the goods at the first offer. If the client does not comply with this, all costs resulting from this can be charged to him.
6.9 The Client undertakes to purchase specially ordered products and / or items specially tailored for the Client. Customized products will not be returned by Schouten Group after delivery. The Client can not assert any rights against Schouten Group in this respect.
6.10 After delivery, the client must immediately inspect the delivery to see if the delivered goods comply with the agreement. The client is obliged to notify Schouten Group in writing of any shortcomings by return but no later than 5 days after delivery, with an accurate description of the shortcoming. The client is obliged to take all damage-limiting measures.
6.11 A shortcoming that does not seriously impede the use of the delivered or performed, does not constitute grounds for an appeal on term overrun nor for refusal of acceptance or payment.
7. Transport risk
7.1 The transport risk is for the account and risk of the client.
7.2 All transport matters are at the expense and risk of the client from the time of shipment. Even in those cases where a delivery of francs has been agreed, the client is liable for all damage (such as but not limited to transport, fire or water damage, theft or misappropriation during transport).
8. Do not fall short.
8.1 The shortcoming by Schouten Group in the fulfillment of an obligation is not attributable if this is the result of, at least relates to, a circumstance which may or may not be foreseeable outside the control of Schouten Group. Such a circumstance applies in any case, but not exclusively: all disruptions or impediments which make the execution of the agreement more expensive or more difficult, such as storm damage and other natural disasters, obstacles by third parties, total or partial strikes, exclusions, revolts both here and in the country. in the country of origin of materials, danger of war in this country or in other countries, loss of or damage to material during transport, illness of irreplaceable employees, related or related extraordinary circumstances, such as export and import bans etc., whole or partial mobilization restricting measures of any government, prohibition to deliver to buyer or client, imposed by groups, organizations or contractual collaborations to which Schouten Group is connected, fire and other accidents in the company, lack of or disruptions in means of transport, not or not timely / not complete or not the proper delivery of goods by suppliers at home and abroad, stagnation in the supply from other countries and in general all circumstances, events, causes and consequences, which fall outside the control or control of Schouten Group.
8.2 If the Schouten Group fails to perform the agreement without it being imputable to it and performance is permanently impossible, the agreement can be dissolved in whole or in part with immediate effect. If performance is not permanently impossible, the performance of the agreement can be suspended for a maximum of six (6) months.
8.3 In the event that Schouten Group incurs additional costs in connection with the fulfillment of the agreement in connection with the circumstances not attributable to it, then it is authorized to pass this on to the client in all reasonableness.
8.4 In the event that Schouten Group has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to do so in part, then Schouten Group is entitled to separate the part or part to be fulfilled for this part. to invoice. The client is obliged to pay this invoice.
8.5 In the event of dissolution or suspension of the agreement as a result of force majeure / non-attributable shortcoming, Schouten Group will not be obliged to pay any compensation.
9. Liability and indemnity
9.1 Schouten Group is only liable for damage caused by a shortcoming if and insofar as this shortcoming is due to intent or deliberate recklessness by itself or its own employees.
9.2 Liability for business, consequential and indirect damage and damage due to late delivery is excluded in all cases.
9.3 Schouten Group also excludes any form of liability directly and / or indirectly caused by mixing of the product and / or incorrect storage of the product and / or item and / or improper temperature maintenance in the storage space as well as directly and / or indirectly caused by processing in the broadest sense of the word of the product.
9.4 Any form of liability for the delivered after the delivered (whether or not together with another product) is processed and / or part of a different product and / or placed in another product and / or otherwise adapted, processed and / or is affected is explicitly excluded in all cases.
9.5 Any liability for the delivered goods is also excluded in the event that the operation and / or use thereof is dependent on a product and / or goods not supplied by Schouten Group, such as, but not exclusively, in the case of the use of a charger and / or battery.
9.6 In addition, any form of liability is excluded if and in so far as there is (direct and / or indirect) damage as a result of the fact that the inserted battery does not function or does not fully function and / or in another way (such as leakage, explosion, etc.). or fire) caused damage.
9.7 If and insofar as the delivered goods are used and / or used and / or processed in and / or on persons and / or living tissue, explicitly all forms of liability (direct and / or indirect) including but not limited to material, immaterial, physical and excluded mental damage. The client explicitly declares to be aware of the risks of (the use / processing etc. of) the delivered and accepts any liability directly and / or indirectly resulting from the use / processing / application etc. of the delivered and is aware of the associated risks.
9.8 Schouten Group is in no way liable if and insofar as the damage (directly and / or indirectly) is caused by incorrect and / or incomplete information from the client, all this regardless of whether or not the client is aware of this / was and / or irrespective of whether the client could reasonably have and / or possessed the required knowledge / information / documents.
9.9 The Client is fully and independently responsible and responsible for the ordered products and / or services. Schouten Group can in no way guarantee for or Schouten Group is in any way responsible for or is not liable for the fulfillment and / or correctness of the products and / or services ordered by the client in connection with the processing and / or application thereof.
9.10 Insofar as Schouten Group provides advice without an express agreement to provide advice, these recommendations are non-binding and Schouten Group accepts no liability for this.
9.11 In the event that Schouten Group is liable, it will, at its option, proceed to compensation or repair.
9.12 The liability of Schouten Group is in all cases limited to the invoice amount of the delivered Product (product and service). If and insofar as the invoiced amount has been invoiced for services and / or products delivered or to be delivered for a period of more than one year or if the relevant assignment extends over the period of more than one year, the liability of Schouten Group will always be limited. to the equivalent of the amount invoiced for the year in which the relevant liability arose. In any case, the liability is limited to the amount paid out in the relevant case under the relevant Schouten Group insurance.
9.13 Schouten Group will never be liable for contamination of the soil or any other form of pollution and / or damage to the environment caused by the products and / or rubber products it supplies, such as polyurethanes, silicones, cast resins and end products of these materials, and plaster products with or without fillers, batteries, cables, oil, UPS systems etc.
9.14 The right to compensation for damage or repair does not apply if it is not filed in writing within one (1) month after discovery of the defect or within one (1) month after the defect could reasonably have been discovered. A defect is not eligible for compensation or repair if it comes to light later than after six (6) months after delivery of the relevant Product. Immediately visible shortcomings must be reported to Schouten Group in writing, but no later than within 5 days of delivery, with accurate description of the shortcoming in the absence of which the right to compensation for damage or repair will lapse.
9.15 The client indemnifies Schouten Group, its employees and other legal and natural persons engaged by Schouten Group in the implementation of the agreement for all claims by third parties of any damage suffered by these third parties, caused by or otherwise related to goods, services or products. from Schouten Group. If Schouten Group is called to account by third parties on that basis, then the client is obliged to assist Schouten Group both outside and in law and to do everything that may be expected of him in that case without delay. Should the client fail to take adequate measures, Schouten Group is entitled, without prior notice of default, to proceed to this. All costs and damage on the part of Schouten Group and third parties arising thereby come integrally for the account and risk of the client.
9.16 Limitation of liability, liability-exclusive or liability-determining conditions, which can be invoked against Schouten Group by third parties, can also be invoked against the client by Schouten Group.
9.17 All defenses which Schouten Group can derive from the contract concluded with the client in order to relieve its liability can also be invoked by its employees and other (legal) persons engaged by Schouten Group in the execution of the agreement towards the client, as if its employees and these persons themselves are party to the agreement.
10. Payment conditions
10.1 Payments must be received by Schouten Group no later than 4 weeks after the invoice date. Schouten Group may unilaterally deviate from this period. The term stated in the quotation and / or in the confirmation of the agreement and / or in the invoice is the term that applies between the parties.
10.2 In the event of overdue payment, the client will be in default without further written notice of default being required and the client will owe the unpaid part or the whole 1.5% interest per month. A part of a month is counted as a whole month.
10.3 Payments made by the client always serve to settle all interest, costs and principal sum owed, in order as stated here, with the payments first being deducted from the due and payable invoices that have been outstanding the longest. These provisions also apply when the client states that the payment relates to a later invoice.
10.4 In the event of overdue payment, Schouten Group is also entitled to place its claim for collection in the hands of third parties. All associated costs are at the expense of the client.
10.5 Complaints must be made known in writing and motivated within 5 days after sending the invoice. The objections filed do not suspend the payment obligation.
11. Ownership reservation
11.1 All goods delivered by Schouten Group remain the property of Schouten Group until the moment of full payment by the client of what Schouten Group has to claim in connection with the underlying contract of the client, including damage, costs and interest.
11.2 The right of retention on these matters does not belong to the client
11.3 If the client fails to comply with any obligation arising from an agreement with Schouten Group, Schouten Group is entitled to reclaim the delivered goods (regardless of whether they have already been processed or been made part of another product) without any notice of default being required. In that case, Schouten Group has the right to dissolve the agreement between the parties without judicial intervention, without prejudice to Schouten Group’s right to compensation for damage, lost profits and interest.
11.4 Schouten Group is entitled to enter the premises or workshop without permission from the client to remove the items. The client must enable Schouten Group to take back the delivered goods and to cooperate fully with them on pain of a fine of at least 10% of the amount owed by the client per day that the client is negligent.
11.5 The Client is not authorized to pledge ownership of the property subject to retention of title, to transfer ownership of it or to establish any other (limited) right to it. If third parties wish to establish any right to the goods delivered under retention of title or wish to claim this, the client is obliged to inform Schouten Group of this in writing.
11.6 As long as Schouten Group has not received full payment from the client, the relevant items will be held by the client at the expense and risk of the client. The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage, against damage as a result of destruction and against theft and / or any other risks that may or may not be foreseeable. The client must always present the policy of this insurance (s) to Schouten Group on first request.
12. Maintenance agreement
12.1 The services covered by the Maintenance Agreement are further described in the relevant Maintenance Agreement.
12.2 If a Maintenance Agreement has been concluded, the client will report any complaints and / or defects in accordance with the usual procedures.
12.3 After receipt of the report, Schouten Group will try to repair errors and / or make improvements to the delivered goods to the best of its ability. Depending on the urgency, the activities in question will be carried out in the manner and period to be determined by the Schouten Group. Schouten Group is entitled to install temporary solutions.
12.4 If no Maintenance Agreement has been concluded for the delivered goods, Schouten Group shall never be obliged to perform service work and / or maintenance work.
12.5 Schouten Group is entitled to unilaterally change the prices used in the context of the Maintenance Agreement. The client agrees in advance with regard to these price changes.
12.6 Schouten Group does not guarantee in any manner whatsoever or in any way whatsoever that the delivered goods will work without interruption or errors or that all errors will be corrected or repaired. Schouten Group is therefore not liable in any way whatsoever.
12.7 Schouten Group may charge its usual rates and costs of repair, also in the event that a Maintenance Agreement has been concluded for the delivered goods, if there is a user error or improper use or of other causes not attributable to Schouten Group or if the delivery by others than by Schouten Group has been changed and / or adjusted and / or has been restored earlier.
12.8 Repair of mutilated or lost data is not covered by the Maintenance Agreement.
12.9 If the client has not concluded a Maintenance Agreement with Schouten Group at the same time as entering into the Agreement, Schouten Group can not be held by the client to enter into this Maintenance Agreement at a later moment.
12.10 Execution of the Maintenance Agreement takes place at a location to be determined by Schouten Group. If possible, Schouten Group may also opt to have the work done remotely (via so-called ‘remote support’).
12.11 If and in so far as it appears that the client has wrongly and / or unnecessarily requested support from Schouten Group, which situation occurs, inter alia, but not exclusively, if the client requests support with regard to a non-Maintenance Agreement With regard to a situation that is not covered by the guarantee, Schouten Group can separately charge the costs of the support provided. Schouten Group can also charge the costs of the support separately if it appears that the cause of the request for help is in the sphere of influence or is (partly) caused by the client’s actions and / or negligence.
12.12 The client is responsible for the correct application of the hardware and software.
12.13 Schouten Group reserves the right to transfer its obligations under the Maintenance Agreement to a third party.
12.14 All programs, documentation and all other material provided to the client by Schouten Group and / or third parties in connection with the Maintenance Agreement is subject to the provision as described in these Schouten Group General Terms and Conditions under the heading ‘Right of use’.
12.15 If a Maintenance Agreement is concluded, it will take effect on the same day on which the Agreement commences unless expressly agreed otherwise.
13. Rights of intellectual or industrial property
13.1 All rights of intellectual or industrial property to all software, equipment or other materials such as designs, documentation, reports, quotations, and preparatory material thereof developed or made available under the Agreement are vested exclusively in Schouten Group. The client only obtains the rights of use and powers that are explicitly granted under these conditions or otherwise and otherwise he will not multiply the software or other materials or make copies thereof.
13.2 The client is aware that the available software, equipment and other materials contain confidential information and trade secrets of Schouten Group. The client undertakes to keep this software, equipment and materials secret, not to disclose it to third parties or to use it and to use it only for the purpose for which it was made available to it. Third parties also include all persons working in the company of the client who do not necessarily have to use the software, equipment and / or other materials.
13.3 The client is not permitted to remove or change any designation concerning copyrights, brands, trade names or other intellectual or industrial property rights from the software, equipment or materials, including indications concerning the confidential nature and secrecy of the software.
13.4 Schouten Group is permitted to take technical measures to protect hardware and software. If Schouten Group has secured the software by means of technical protection, the client is not permitted to remove or circumvent this security.
13.5 The client guarantees that (the use of) the delivered goods do not infringe any intellectual or industrial property rights or other rights of third parties. The client shall Schouten Group in accordance with the provisions of Articles 9.15, 9.16 and 9.17 of these General Terms and Conditions.
14. Right of use
14.1 Schouten Group grants the client the non-exclusive right to use the software. The Client shall always strictly comply with the usage conditions agreed in the Agreement. The right of use of the client exclusively includes the right to load and execute the software.
14.2 The right of use is not transferable. The client is not permitted to sell, lease, sublicense, alienate or grant limited rights to the software and media on which it is recorded or to make it available to a third party in any way or for any purpose whatsoever, even if the third party concerned only uses the software for the benefit of the client.
14.3 Immediately after the possible termination of the user right of the software, the client will return all copies of the software in its possession to Schouten Group.
14.4 The right of use will in any case be deemed terminated if the underlying agreement has been terminated.
15.1 If the Product has to be installed by Schouten Group at the client, the client will ensure that at the date of delivery a suitable installation site is available with all necessary facilities, such as cabling, telecommunications facilities and internal transport options.
15.2 If Schouten Group itself is responsible for the construction or provision of these facilities, it is entitled to send the client an invoice for this on the basis of subsequent calculation.
15.3 The Client shall provide Schouten Group with access to the installation site for the execution of the work during the hours to be determined by the Schouten Group.
16.1 The Product delivered by Schouten Group is deemed to be accepted on the date on which the Product was delivered.
16.2 If an installation carried out by Schouten Group has been agreed, this installation shall be deemed to have been accepted on the date on which the installation was carried out.
17.1 During a period of one month after delivery, Schouten Group will repair material, manufacturing and construction defects in delivered goods to the best of its ability, provided that the client can demonstrate that such defects exist and this immediately but no later than 5 days after the client has failed to do so. has discovered or reasonably should have discovered in writing, under penalty of loss of claims. With respect to externally visible defects, the client must immediately report the alleged defects and / or imperfections to Schouten Group upon delivery, on pain of forfeiture of claims.
17.2 If and insofar as Schouten Group does not take care of the connection of the delivered goods, the client must do this as soon as possible so that the client can immediately report any defects in the delivered goods, but in any case within the aforementioned period.
17.3 The guarantee relates to the products delivered excluding the delivered software and the services provided.
17.4 All replaced parts will become or remain the property of Schouten Group.
17.5 The warranty obligation lapses if the defects or the failure to function properly are wholly or partly, directly or indirectly, the result of:
Incorrect, careless or incompetent use,
external causes such as fire or water damage,
damage to the product because moisture, condensation or other liquid has passed,
damage to the product because it is not placed in a properly equipped space (for example, no or insufficient ventilation)
changes or repairs that the client has made or have installed / performed without the permission of Schouten Group on the delivered products or parts thereof
to move or not to anchor the product.
17.6 Activities and costs of repair outside the scope of this guarantee will be charged by Schouten Group in accordance with the rates applicable at that time.
17.7 In the event that the client fails to notify the alleged defects and / or other defects in writing to Schouten Group within the prescribed period, all guarantee obligations of Schouten Group will lapse.
17.8 Schouten Group’s alleged non-compliance with its guarantee obligations does not release the client from the obligations arising from any agreement entered into with Schouten Group.
18.1 If the client fails to fulfill one or more of his obligations, not timely or improperly, is declared bankrupt, applies for suspension of payments, proceeds to liquidation or liquidation of his company, offers an agreement, turns out to be insolvent or is affected by seizure, as well as in case of force majeure, Schouten Group is entitled to suspend the execution of the agreement or dissolve the agreement in whole or in part without prior notice of default, all this at its discretion and always with the right to any compensation costs, damages and interests. In these cases, any claim that Schouten Group has or will receive for the benefit of the client will be immediately due and payable without further written notice of default being necessary.
18.2 The possible termination of an agreement existing between the parties does not affect the operation of these General Terms and Conditions.
19.1 If a provision of these General Terms and Conditions proves to be wholly or partially invalid and / or unenforceable and / or non-binding, this shall not affect the validity of the other provisions in these General Terms and Conditions.
19.2 In the event of a null and void or non-binding provision, Schouten Group and the client shall be deemed to have agreed on a stipulation that is legally valid and / or binding and of which the scope corresponds as far as possible with the void or non-binding provision.
20.1 Dutch law applies to all obligations between Schouten Group and the client, with the exclusion of the Vienna Sales Convention (CISG).
20.2 All disputes which will be submitted between the parties to the competent court in Rotterdam.