General Terms and Conditions
In these terms and conditions the following definitions are used:
- SHADE CONTROL, a registered tradename of HA SYSTEMS BV: a company with limited liability located at François de Veijestraat 8B 6221AB Maastricht, The Netherlands, registered at the national chamber of commerce under registration number 57374058.
- Client: the natural person or legal entity that instructs SHADE CONTROL to perform certain activities, make available services or supply products from SHADE CONTROL.
- Current terms and conditions apply to all offers, tenders, agreements, services, activities and deliveries from SHADE CONTROL, of whatever kind, unless the applicability has been fully or partly excluded by written agreement or if such exclusion has been explicitly negotiated.
- Possible terms and conditions from Client are hereby explicitly declined. Any deviation or amendment to the current terms and conditions are only applicable if these have been accepted in writing by SHADE CONTROL.
- When during a short or long-time deviations from current terms and conditions have been permitted or if the current terms and conditions have not actively been enforced the applicability of the current terms and conditions is not altered. SHADE CONTROL therefore reserves the right to demand strict and immediate compliance. Client does not acquire any rights if current terms and conditions have not been strictly applied.
- Current terms and conditions are also applicable on all agreements with SHADE CONTROL which prescribe the use of third parties in the agreements execution.
- If one or more of the provisions in these current terms and conditions or any other agreement with SHADE CONTROL is contrary to a legal provision, that specific provision will expire and be exchanged with a new similar provision compliant with the law, the contents of this provision will be decided by SHADE CONTROL.
- SHADE CONTROL reserves the right to change current terms and conditions at any given time. With the applicability of current terms and conditions the applicability of all previous terms and conditions is hereby repealed.
Offers and tenders
- All offers and tenders by SHADE CONTROL are revocable and non-binding, unless otherwise specified in writing.
- Client vouches for the accuracy and completeness of the by or on behalf of him provided information, demands, specifications about performance and other data on which SHADE CONTROL bases its offer.
- A composed offer does not compel SHADE CONTROL to carry out a part of the offer against the corresponding part of the offered price.
- The contents of the assignment are exclusively being determined by that which has been described in the tender and the confirmation in writing of said assignment.
- The prices in the offers and tenders from SHADE CONTROL are without VAT(BTW) and other state charges, as well as possible costs to be made in the context of the assignment such as but not limited to: mail-, administrative costs, and postal charges unless otherwise specified.
Entering of the agreement
- Subject to the provisions set below an agreement with SHADE CONTROL is only valid after SHADE CONTROL has accepted the assignment in writing, or has confirmed said agreement. The engagement letter is considered to contain a full and honest statement of the agreement, unless the Client objects in writing immediately.
- Possible later additional commitments or introduced amendments are not binding unless these commitments or amendments are confirmed in writing by SHADE CONTROL within fourteen (14) days and the Client does not object in writing within three (3) workdays.
- For agreements, activities or transactions for which because of their type or size no tender in writing or engagementletter is sent, the invoice is considered to contain a full and honest statement of the agreement, unless an objection in writing is done within seven (7) workdays after the invoice date.
- SHADE CONTROL is entitled to demand a collateral from Client beforehand or while entering the agreement, prior to performing, to ensure that the Client will meet the payment obligation as well as the other obligations.
Delivery and deadlines
- If SHADE CONTROL needs information or instructions from Client in the context of the performing of the agreement, the delivery time starts after the Client has submitted all the necessary information, in a format to be decided by SHADE CONTROL.
- If SHADE CONTROL has specified a delivery time this delivery time can only be regarded as an indication. Therefore a specified delivery time can never be regarded as a final date. If the specified delivery time has been exceeded the client shall declare SHADE CONTROL default in writing. Client shall give SHADE CONTROL a reasonable time to still perform its duties.
- SHADE CONTROL reserves the right to involve third parties, not employed by SHADE CONTROL, in performing its duties following the agreement.
Billing and payment
- SHADE CONTROL reserves the right to, prior to performing the duties arising from the agreement, ask Client to pay a retainer. This retainer will be deducted from the latest invoice. Retainers should be payed as soon as possible.
- Payment of invoices should be carried within fourteen (14) days after the invoice-date, in a way to be laid out by SHADE CONTROL and payed in the currency stated on the invoice.
- If the fourteen (14) days after the invoice-date have elapsed without payment, Client is automatically considered to be in default without any further notice required.
- As soon as Client is in default Client owes SHADE CONTROL interest of 1% per month over the payments due, unless the legal interest-rate is higher in which case the legal interest-rate applies. All in- and out-of-court-costs necessarily incurred by SHADE CONTROL are to be reimbursed by Client. In which case Client owes at least 15% of the total payment due with a minimum-amount of €75,00 (seventy-five euro). If the actual costs made by SHADE CONTROL exceed the previously mentioned amount, these costs are also to be reimbursed by Client. If Client is a consumer the legal regime is applies.
- In the case of liquidation, bankruptcy or suspension of payments from the Client any claims from SHADE CONTROL and other obligations from client immediately fall due.
- Any payments by Client always are in the first place regarded as payments towards all owed interest and costs, and in the second place regarded as payment towards the owed invoices with the earliest due-dates, even if the Client specifies that payment refers to a later invoice.
- SHADE CONTROL reserves the right to deny full amortisation if the owed interest and other costs are not also reimbursed.
- If Client refers to multiple entities or companies, these parties will all be jointly held to fulfil the obligations arising from the agreement with SHADE CONTROL and its context.
Suspension and termination of the agreement
- If Client remains in default with regard to her duties arising from the agreement, SHADE CONTROL, without prejudice to the provisions contained in the agreement, has the right to terminate the agreement out-of-court by means of a registered letter. Termination will only occur after the Client has been declared to be in default and has been given a reasonable time to rectify her shortcoming.
- Furthermore SHADE CONTROL has the right to, without any reminder or declaration of default required, terminate the agreement as a whole or partially effective immediately out-of-court via a registered letter if:
- Client has filed for a suspension of payments or if such a request has already been granted;
- Client has filed for bankruptcy or if Client has been declared bankrupt;
- The Client’s company is liquidated;
- An important or significant part of Client’s company has been acquired by another party;
- Client’s current undertaking ceases it’s activities.
- Beyond control of SHADE CONTROL a significant amount of Client’s equity has been confiscated or if it otherwise becomes clear that Client can no longer be expected to perform her duties corresponding the agreement.
- Payments that SHADE CONTROL has billed Client before termination of the agreement and for which SHADE CONTROL has already undertaken activities, remain unaffected by the termination of the agreement and are immediately due with the termination of the contract.
- If Client, after being declared in default, does not perform any obligation in time, SHADE CONTROL shall be entitled to suspend performing its obligations, without being required to compensate the subsequent damages. SHADE CONTROL is also entitled to do so on the basis of the in paragraph 2 of this article covered circumstances.
- Client can, if he is to be regarded a consumer according to the current legal regime, return a bought product within thirty (30) days after delivery without giving any reason. SHADE CONTROL is in such a case legally obliged to reimburse the full price including the charged shipping-costs within fourteen (14) days after Client has indicated her exercise of this right. If client returns only part of the order then the cost of delivery will not be refunded. The shipping-costs for returning of the product shall be borne by the Client.
- The provisions in the preceding paragraph shall not apply in the case of custom-made products.
- Client shall return the products as mentioned in paragraph 5 of this article within fourteen (14) days after the notification of return.
- SHADE CONTROL reserves the right to suspend the in the preceding paragraph mentioned payment until the shipped product has actually been received.
- SHADE CONTROL is not liable for incorrect, unsafe or other improper use of the products.
- If SHADE CONTROL is held liable for damages the liability is limited to the reimbursement of the direct damages and limited to the maximum price stated on the invoice. Direct damages are comprised of exclusively:
- The reasonable costs for determining the cause and size of the damage, as long as the determining sees to damages as mentioned in these general terms and conditions;
- Possible reasonable costs made to make the inadequate efforts of SHADE CONTROL conform to the standards resulting from the agreement, unless the defects can not be attributed to SHADE CONTROL.
- Reasonable costs, made to limit or prevent damages, as long as Client demonstrates that these costs have led to the actual limiting and preventing of damages as referred to in these general terms and conditions.
- SHADE CONTROL is never liable for any indirect or collateral damage, including consequential damages, loss of profit, missed savings, and damages because of stagnation.
- The limits of liability in these terms and conditions for direct damages are not applicable if the damages are the result of intent or negligence by SHADE CONTROL
- Unforeseen circumstances, from whichever nature or kind, including mobilisation, threat of war, State intervention, labour-strike, occupation, transport strikes, fire, flood, non-compliance or late delivery by third parties on which SHADE CONTROL is dependant for performance of the contract, which constitute that the assignment can no longer be performed timely or not at all without a disproportionate burden or costs, will constitute force majeure for SHADE CONTROL. The same is true if SHADE CONTROL is confronted with unexpected illness or accident of employees or third-parties, that can not reasonably be expected to be replaced within short term.
- If one of the circumstances mentioned in the preceding paragraph occurs, the Client will allow SHADE CONTROL a reasonable time to perform the agreed upon performance after all.
- In case of a force majeure any liability for damages by SHADE CONTROL is eliminated. Parties will not use their right to termination for a time of three (3) months after the force majeure is in effect, unless parties agree upon a longer term for performing their duties.
- If SHADE CONTROL as the force majeure sets in has already partially performed according to her duties, or can only partially perform according to her duties, SHADE CONTROL is entitled to bill the already performed part of the agreement seperately. Client is obligated to regard this partly performed part of the agreement as an entirely new separated agreement. This is not applicable if the already performed part of the agreement is of no economic significance.
Article 10. Conformity and warranty
- SHADE CONTROL guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions existing on the date of the conclusion of the agreement and /or government regulations. If agreed, SHADE CONTROL also guarantees that the product is suitable for other than normal use.
- A guarantee provided by SHADE CONTROL, manufacturer or importer does not affect the legal rights and claims that the consumer can assert against the selling party under the agreement.
- Any defects or incorrectly delivered products must be reported to SHADE CONTROL in writing within 2 working days after delivery. The products must be returned in the original packaging and in new condition.
- The warranty period of SHADE CONTROL corresponds to the manufacturer’s warranty period. However, SHADE CONTROL is never responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any advice regarding the use or application of the products.
- The warranty does not apply if:
- The consumer has repaired and/or modified the delivered products himself or has had them repaired and/or processed by third parties;
- he delivered products have been exposed to abnormal conditions or are otherwise handled carelessly or contrary to the instructions of SHADE CONTROL and/or have been treated on the packaging;
- The defectiveness is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used.
- Both parties are obliged to secrecy with regard to all confidential information that they receive or collect from each other with regard to the agreement. Information is to be regarded as confidential if one party declares it as such or if this results from the nature of the information.
Deficiencies and complaints
- Complaints about the performed activities or services shall be lodged with SHADE CONTROL in writing by Client within fourteen (14) days after the completion or delivery of said activities or services. For consumers a different term is used, within six (6) months after delivery. SHADE CONTROL will take all complaints under advisement within fourteen (14) days.
- If a complaint is found legitimate SHADE CONTROL shall carry out the agreed upon activities or services. Unless Client demonstrates that this has become useless to her. Client will have to notify SHADE CONTROL in writing of the previously mentioned.
- Complaints lodged with SHADE CONTROL are answered within fourteen (14) days after the complaint has been received by SHADE CONTROL. If a complaint will take a foreseeable longer time to address SHADE CONTROL will answer within fourteen (14) days with an acknowledgement of receipt and an indication of when the consumer can expect to receive a more elaborate answer.
- If a complaint can not be solved with mutual agreement a dispute arises that is susceptible to the dispute settlement.
- Disputes may be submitted to the arbitration commission. The costs related to submitting a dispute to the commission are to be payed by the consumer. It is also possible to submit a dispute via the European Online Dispute Platform. (http://ec.europa.eu/odr)
- The lodging of a complaint does not suspend the duties of SHADE CONTROL unless SHADE CONTROL indicates otherwise in writing.
- If a complaint is considered warranted by SHADE CONTROL, SHADE CONTROL will either repair or replace the delivered products without billing additional costs.
- If the performing of the agreed upon service no longer is possible or useful, SHADE CONTROL will only be liable within the limits of Article 8 of these general terms and conditions.
Article 13.Retention of title
- As long as the Client has not made full payment for the entire agreed amount, all delivered goods remain the property of SHADE CONTROL.
- SHADE CONTROL processes the personal data of the Client in accordance with the privacy statement published on the website.
Applicable law and choice of court
- On all of the by SHADE CONTROL made and to be made agreements Dutch law is applicable.
- All disutes – under which included those that are only regarded as such by one party – which originate as a result of an agreement upon which these terms and conditions are (partly) applicable, or are a result from such an agreement, shall be settled by the competent court in the location of SHADE CONTROL, unless a legal provision prohibits this. This does not prohibit SHADE CONTROL to agree with Client to settle the dispute by means of an independent arbitration commission.