1-1 These terms and conditions apply to all agreements entered into by the private company Hoekstra Interieur BV, hereinafter referred to as Hoekstra, as well as to all quotations, offers and acceptances.
1-2 Special provisions deviating from Hoekstra’s terms and conditions are only binding if they have been agreed in writing.
1-3 Hoekstra explicitly rejects the general terms and conditions of another party.
1-4 If reservations or changes are made to the acceptance of an offer or quotation, the agreement will only be concluded if Hoekstra has informed the Client that it agrees to such deviations.
Article 2 Offers.
2-1 All offers and / or quotations are without obligation unless explicitly stated otherwise.
2-2 In the case of compound quotations, there is no obligation to deliver a part against an agreed part of the total stated price.
2-3 Verbal offers by Hoekstra or its subordinates are not binding unless they have been confirmed by Hoekstra.
2-4 Hoekstra is not bound by apparent errors or mistakes in the agreement, offer or acceptance.
Article 3 Agreement.
3-1 The agreement shall be concluded as soon as acceptance of the offer has reached Hoekstra, or as soon as Hoekstra has accepted an offer made to it in writing.
3-2 Each agreement entered into with Hoekstra is concluded under the resolutive condition that the client is creditworthy. Should it transpire that a client is not creditworthy, Hoekstra shall be entitled, at its discretion, to invoke the resolutive condition.
3-3 All indications, such as properties, dimensions, weights, test models, data in printed matter and colours, are indicative. The goods to be placed or delivered in the end can and may deviate.
3-4 The risk of errors and / or inaccuracies in orders and assignments not confirmed in writing lies entirely with the client.
3-5 When measuring areas, the largest length and width dimensions are used; the overall price cannot influence the pieces that are not inclusive, which means that the price is determined on the basis of the largest length and width dimensions.
3-6 Substrates must be offered clean. Hoekstra reserves the right to charge extra costs for cleaning and, if necessary, cleaning the substrates. The above will be calculated on the basis of a reasonable hourly rate.
Article 4 Intellectual property rights.
4-1 Hoekstra reserves all intellectual property rights to all designs, images, drawings and models provided by Hoekstra. Duplication, publication and copying are only permitted with Hoekstra’s express written permission.
4-2 The designs, illustrations, drawings and models referred to in the first paragraph remain the property of Hoekstra and must be returned immediately upon first request.
4-3 The other party shall be liable to a fixed penalty of € 5,000.00 for any action taken in violation of this provision, without prejudice to and in addition to Hoekstra’s right to claim full damages.
Article 5 Authority.
Only the employees or directors of Hoekstra authorised in the Trade Register can bind Hoekstra or are authorised to bind legal acts on behalf of Hoekstra.
Article 6 Outsourcing of work to third parties.
Hoekstra is entitled to carry out the agreement and the associated activities at its own discretion. Hoekstra is entitled to designate a third party to carry out the assignment, at a time desired by Hoekstra.
Article 7 Changes to the order.
7-1 Changes to the original order of any nature, made in writing or verbally by or on behalf of the client, that incur higher costs than those that could be counted upon in the quotation, will be charged to the client.
7-2 Any changes in the execution of the order that are still required by the client after the order has been granted must be notified to Hoekstra in time and in writing by the client. If the changes are stated verbally or by telephone, the Client cannot complain about the manner in which and the extent to which Hoekstra executes these changes. In the event of a change consisting of reduction of the work, a Client can only claim a reduction in the price if the parties have agreed this in writing.
7-3 Changes made may result in the delivery/completion time agreed for the changes being exceeded. Hoekstra is never liable for late delivery/completion.
Article 8 Prices.
8-1 All agreements are always concluded on the basis of the prices applicable at the time of conclusion. All prices are exclusive of VAT.
8-2 If, after the agreement, the prices of wages, social security charges, turnover tax, etc. are increased, even if these are due to circumstances that could already have been foreseen at the time of the offer, they may be passed on. If this takes place within three months of the agreement being concluded and Hoekstra also implements a price increase, then both parties have the right to terminate the agreement and are not liable for any damage resulting therefrom.
8-3 In the event of dissolution, Hoekstra will charge the Client for the goods already delivered and the work performed, of which the Client is in turn obliged to make payment within 14 days.
8-4 The payment of any surcharge on the basis of this article shall be made at the same time as the principal sum.
Article 9 Deposit.
Hoekstra is entitled to request a deposit of at least 25% when entering into the agreement. If the agreement is dissolved as a result of an attributable breach of contract on the part of Hoekstra, the buyer will be entitled to reimbursement of the deposit made, in addition to compensation for damages, as further provided for in these terms and conditions, which will in any case include statutory interest on the amount paid in advance by Hoekstra.
Article 10 Delivery dates.
10-1 The agreed delivery dates are not strict deadlines unless explicitly agreed otherwise. Hoekstra is never liable for late delivery unless the parties have explicitly agreed to this in writing.
10-2 The delivery dates have been set in the expectation that there are no obstacles for Hoekstra to take on the work.
10-3 If ordered goods have not been purchased by the client after the expiry of the delivery date, those goods will be stored at the expense and risk of the client. Hoekstra will charge these costs to the Client on an invoice basis by way of an advance payment.
Article 11 Shipment.
The shipment takes place in the manner indicated by Hoekstra. If the client wishes to receive a shipment differently, such as by fast or express delivery, the extra costs involved are at the Client’s expense.
Article 12 Partial delivery.
Every partial delivery, including the delivery of goods from a compound order, can be invoiced; in such a case, payment must be made in accordance with the provisions of Article “Payment”.
Article 13 Liability.
13-1 Hoekstra is not liable for damage to the Client or third parties, in any capacity and form whatsoever, arising from any basis whatsoever, as a result of or in connection with an agreement entered into or to be entered into or the performance thereof, except in the event that the damage is the result of intent or wilful recklessness, or in the event that the liability for damage arises from a mandatory provision of the law and subject to the provisions of article 13- 4.
13-2 The Client indemnifies Hoekstra against any claims from third parties, except in the case of intent or wilful recklessness on the part of Hoekstra. This indemnification also includes any auxiliary persons and subordinates who are involved by Hoekstra in an agreement entered into or to be entered into, or the performance thereof.
13-3 Hoekstra is not liable, except for intent or recklessness on the part of Hoekstra, for any costs, damages and interest that may arise as a direct or indirect result of this:
- Force majeure, as further described in these terms and conditions;
- Deeds or negligence of the client, its subordinates, or other persons employed by it or on its behalf;
- Negligence of the client in the maintenance of the delivered goods;
- Damage to the delivered goods as a result of mechanical and chemical or biological influences from outside, wood-decaying fungi, wood-destroying pests and the like;
- Normal wear and tear on the delivered goods as a result of daily use;
- Extraordinary humidity conditions in the room in which the delivered goods have been placed and/or delivered;
- Discolouration of the delivered goods as a result of the effect of light;
- Any other external cause.
13-4 Hoekstra is only liable for damage if and insofar as it has (cumulative) insurance that provides cover for that (the liability for that) damage and this insurance actually pays out.
13-5 To the extent that Hoekstra is unable to invoke the above provisions and is liable for damage, this liability shall be limited to a maximum of the amount for the price stipulated or charged (excluding VAT) under the agreement on which that damage is based.
13-6 As soon as materials, parts or tools required for the execution of the order have been brought to the work, the client bears the liability, and in the same sense the client indemnifies Hoekstra, against all risks and damages, of any nature, that may arise to the materials, installations, parts or tools, such as theft, fire, water damage or defects, without prejudice to the client’s right to demonstrate that this is the result of negligence on Hoekstra’s part.
13-7 Hoekstra shall not be liable if structural defects occur in the substructure or surrounding construction or the construction on which the floor has been installed and which has led to damage to the delivered goods, such as watering, penetrating or rising damp, moisture entering from crawling spaces, unevenness of the substructure, structural defects and the like.
Article 14 Complaints.
4-1 The client is obliged to inspect the work or goods thoroughly for defects immediately after delivery and, if these are present, to inform Hoekstra immediately in writing. If the client does not notify Hoekstra within 8 days of the day of delivery or completion of the goods of defects that could have been detected by a thorough investigation, the client shall be deemed to have agreed to the condition in which the goods purchased were delivered or have been completed and any right to complain shall lapse.
14-2 Hoekstra must be given the opportunity to check submitted claims. If agreed, a written statement will be drawn up that must be signed by both parties.
14-3 If the complaint is correct in the opinion of Hoekstra, Hoekstra will either pay a fair compensation up to the invoice value of the goods delivered or replace the goods delivered free of charge after they have been returned in their original condition.
Article 15 Deviations from material / other raw materials.
15-1 Minor deviations in quality, colour, hardness, thickness, etc. do not give cause for rejection. When assessing whether a delivery deviates from the permissible limits, an average must be taken from the delivery.
15-2 Minor changes (for example, minor model changes) of or to items supplied by Hoekstra do not constitute grounds for rejection.
Article 16 Guarantee.
A guarantee on the work delivered and/or carried out by Hoekstra will only be granted if this has been agreed in writing. The guarantee is only granted in respect of any errors and/or defects in the composition of the materials and products supplied by Hoekstra or in the work carried out by Hoekstra and only extends to, or is limited to, the re-delivery of the defective goods free of charge or the re-performing of the defective work free of charge. The guarantee expires if the goods supplied by Hoekstra have been handled and / or processed improperly, carelessly, incorrectly or improperly maintained or managed, if the facilities and / or condition of the surface are unsuitable or less suitable or in the event of improper use due to improper use by the client and / or third parties.
Article 17 Force majeure.
17-1 Exceptional circumstances, such as storm damage and other natural disasters, obstruction by third parties, obstruction in transport in general, total or partial strikes, riot, war or threat of war, both here and in the country of origin of the materials, exclusions, loss or damage to goods during transport to Hoekstra or the client, non-delivery or late delivery of goods by suppliers of Hoekstra, export and import prohibitions, full or partial mobilisation, restrictive measures by any government, fire, malfunctions and accidents at the company or in the means of transport of Hoekstra, or in the means of transport of third parties, the imposition of levies or other government measures, which entail a change in the factual circumstances, result in force majeure for Hoekstra, relieving them of its obligation to deliver or complete work, without the client having any right to compensation of any nature or under any name.
17-2 In this or similar cases, Hoekstra is entitled, at its sole discretion, to terminate the purchase agreement or the agreement to carry out the work or to suspend or amend it until the exceptional circumstances have ceased to exist, whereby the client is obliged to pay for any performance delivered.
17-3 Hoekstra is not liable if a shortcoming is the result of force majeure. A delivery period shall be extended by the period during which Hoekstra is prevented from fulfilling its obligations by force majeure.
17-4 If Hoekstra announces that it is unable to perform due to force majeure for a period of more than 3 months, both parties are entitled to terminate the agreement.
17-5 If Hoekstra has already partially fulfilled its obligations when force majeure occurs, it shall be entitled to separately invoice the part already performed or delivered, as the case may be, and any materials and raw materials already purchased, and the client shall be obliged to pay this invoice within a period of 14 days.
Article 18 Cancellation
18-1 If the client cancels the order and/or refuses to accept delivery of the goods, it is obliged to accept and pay for the materials and raw materials already purchased by Hoekstra, whether or not processed at the cost price, including wages and social security charges, and it is also obliged to pay Hoekstra full compensation for the work already done. The Client shall also owe Hoekstra the amount of 1/3 of the agreed price as compensation. And the client is obliged to indemnify Hoekstra against claims from third parties as a result of the cancellation of the order and/or refusal of the goods.
18-2 Without prejudice to the provisions of the previous paragraph of this article, Hoekstra reserves all rights to claim full compliance with the agreement and/or full compensation.
Article 19 Retention of title.
19-1 Hoekstra shall deliver all goods subject to extended retention of title. The goods shall remain the property of Hoekstra if and as long as Hoekstra has any amount to claim from the Client, on any basis whatsoever (damage, costs, interest, etc.).
19-2 Hoekstra has the right to reclaim and take possession of all delivered goods, and in the same sense, the Client is obliged to issue them if the Client is in default with regard to one of its payment obligations. Furthermore, Hoekstra has the right to reclaim these goods if a suspension of payments or bankruptcy of the Client is applied for or if a request is submitted by the Client to the court to declare the debt rescheduling arrangement applicable, or if the Client loses the right to dispose of its assets or parts thereof as a result of being placed under guardianship or in any other way, or if (part of) the goods of the Client are seized.
19-3 All acts of disposal with regard to the goods sold and delivered are prohibited to the client, as long as it has not fulfilled its payment obligations.
Article 20 Breach of contract and dissolution.
20-1 If the client commits a breach of contract in any way, it shall be in default for this alone without any notice of default being required. Without prejudice to the provisions of the Dutch Civil Code, Hoekstra shall, in the event of breach of contract, have the right to suspend its obligations under the agreement concluded, to declare the agreement dissolved in whole or in part without judicial intervention, at its discretion.
20-2 Parties have the right to dissolve the agreement with immediate effect, without judicial intervention by registered letter if:
- the client does not comply with one or more obligations arising from the agreement and after it has been granted a reasonable term to still fulfil these obligations. Hoekstra also has the right, in the event that the client fails to meet one or more obligations, to suspend the execution of the agreement.
- a suspension of payments or bankruptcy of the Client is applied for or if a request is submitted by the Client to the court to declare the debt rescheduling arrangement applicable, or by being placed under guardianship or otherwise loses the power to dispose of its assets or parts thereof, or if (part of) the Client’s assets are seized.
- The client dies or is dissolved.
- the client proceeds to cease or transfer its business or intends to leave the Netherlands.
20-3 If Hoekstra invokes paragraph 2 of this article, it is entitled to claim any amount owed by the client based on services already provided by Hoekstra, without any warning or notice of default being required, all this without prejudice to Hoekstra’s right to compensation of costs, damage and interest.
Article 21 Payment.
21-1 Payments, including payments in instalments, must be made within 14 days of submission of the invoice unless otherwise agreed in writing.
21-2 If Hoekstra does not receive payment of the amount due within the set period, it is entitled to charge the client interest of 1.25% per month, calculated from the date on which the invoices were sent.
21-3 In addition, Hoekstra is entitled to claim from the client, in addition to the principal sum and interest, all costs, both judicial and extrajudicial, incurred by nonpayment, including the costs of a lawyer, prosecutor, agent, bailiff and debt collection agency.
21-4 All judicial and extrajudicial costs incurred will be borne by the client. The extrajudicial costs will be calculated in accordance with De Staffel Extrajudicial Collection Costs (BIK) or a replacement scheme. The extrajudicial costs are also increased with all costs for legal advice and assistance.
Article 22 Disputes.
22-1 All disputes that may arise between the parties based on their agreement or of further agreements and other acts in connection with this agreement, such as, but not limited to, unlawful acts, undue payments and unjustified enrichment, shall be settled by the competent Civil Court of Hoekstra’s place of business, except to the extent that mandatory competency rules stand in the way of this choice.
22-2 Dutch law applies to an agreement concluded with the Contractor.
