Article 1 General
In the following, the following definitions shall apply
1.1 Amadea Technologies: Amadea Technologies in its capacity as seller/supplier/installer/landlord
1.2 The buyer/client: the contractual other party of Amadea Technologies
All offers - including quotations, brochures, advertisements, tenders and price lists - are non-binding, and are deemed to have been provided only as approximations; such quotations and statements are binding only when agreed in writing. If goods ordered are no longer deliverable or cannot be delivered at a reasonable time, an alternative offer will be made, in which case delivery time and prices will be redefined by mutual agreement. All offers may be revoked at any time, even after acceptance by the client.Revocation after acceptance will take place without delay.
Article 2
The documents forming part of the offer (such as drawings, technical descriptions etc.) are as accurate as possible, but are not binding and remain the (intellectual) property of Amadea Technologies. They may not be used, copied, made available to third parties or made public in any other way without permission. If the client does not accept an offer, it is obliged to immediately return all information referred to in the preceding sentence to Amadea Technologies. Amadea Technologies is entitled to charge the costs associated with the offer, provided it has informed the client of these costs in writing in advance.
Article 3
In these conditions, "the work" means the total of the agreed work (including any design) and/or deliveries.
Article 4 Prizes
4.1 All prices stated in our price lists are guide prices and are stated for price indication purposes only. No rights can be derived from them. All written offers quoted prices are always exclusive of VAT, net based on cash payment, unless otherwise stated.
4.2 If price fluctuations exceed 2% of the agreed transaction, both parties have the right to demand full settlement.
Article 5 Offers
The prices quoted are for delivery ex works or ex warehouse of Amadea Technologies exclusive of sales tax and exclusive of packaging.
Article 6 Packaging
If necessary, packaging will be charged at cost and not taken back. The necessity of using packaging is at Amadea Technologies' discretion.
Article 7
The introduction of the Euro shall not be cause for rescission or modification of the agreement. The exchange rate formally fixed by or pursuant to the European Central Bank between the national currency and the Euro shall be binding on the parties.
Article 8Payment
Amadea Technologies is entitled to request a down payment of at least 25% when entering into the agreement. If the agreement is terminated as a result of default by Amadea Technologies, the client is entitled to repayment of the advance payment made, in addition to compensation as provided for in these conditions, which in any event includes statutory interest on the amount paid in advance by the client.
Article 9 Transportation
Shipment will take place in the manner indicated by Amadea Technologies. If the client wishes to receive a shipment differently, such as fast or express shipment, the extra costs involved shall be for his account.
Article 10 Agreement
10.1 The agreement of rental and sale of goods only becomes binding on Amadea Technologies by its written/mouthfelt confirmation.
10.2 Every agreement entered into with Amadea Technologies contains the resolutive condition that the client's creditworthiness will be demonstrated, such to be determined solely at Amadea Technologies' discretion. The client shall thoroughly consent to Amadea Technologies requesting information about him, for which information Amadea Technologies shall apply to Bureau A.F.I in Leeuwarden.
10.3 Information regarding the offered goods, such as characteristics, sizes, colors etc., as well as information in printed matter, drawings, illustrations etc. provided by Amadea Technologies with the offer, are not binding for Amadea Technologies and are given in good faith.
Article 11 General terms and conditions of contracting parties and/or third parties
11.1 Amadea Technologies only accepts the applicability of general terms and conditions of contracting parties and/or third parties if they are expressly agreed in writing.
11.2 However, any applicability of the aforementioned general terms and conditions shall not affect the applicability of Amadea Technologies' general terms and conditions, unless they conflict with those general terms and conditions of contract parties and/or third parties.
11.3 General terms and conditions are only accepted by Amadea Technologies under the above conditions and only apply to the transaction intended for that purpose. Subsequent transactions will not automatically be handled again through those purchase conditions.
Article 12 Establishment of agreement
12.1 If Amadea Technologies' offer is accepted, the agreement will only come into effect at the moment Amadea Technologies: either confirms the acceptance within a reasonable period of time; or begins performance of the work.
12.2 Amadea Technologies cannot be obliged to commence execution of the work until all necessary data are in its possession and it has received the agreed (instalment) payment.
Article 13 Execution of the Agreement
Obligations of Amadea Technologies
13.1 Amadea Technologies shall comply with the regulations declared applicable thereto when performing the work. Any financial consequences of changes in regulations between the date of the offer and the completion of the work shall be settled as additional work.
13.2 In appropriate cases, Amadea Technologies shall instruct and instruct the client or persons designated by the client in the commissioning and operational operation of the work delivered. The scope, commencement date and duration of said obligations shall be determined in all reasonableness by Amadea Technologies.
Principal's obligations
13.3 The client is obliged to Amadea Technologies to enable the execution of the work within Amadea Technologies' normal working hours and under conditions that comply with statutory safety requirements and other government regulations.
The client shall ensure that Amadea Technologies has timely access to the approvals required for the work (such as permits and exemptions) and the data to be provided by it for the work.
13.4 The Client shall provide the connection facilities for the energy required for work and its testing in a timely manner. The costs of the energy required shall be borne by the client.
13.5 The client shall be responsible for accepting the connection of the installations to the network of the relevant utility company respectively to the various public transmission networks. The connection costs shall be borne by the client. Amadea Technologies shall provide instructions in its field of expertise for this purpose.
13.6 The client must ensure that the work to be performed by third parties (such as architectural work) and/or deliveries, which are not part of the work of Amadea Technologies, are performed in such a way and in such a timely manner that the performance of the work is not delayed. If delays as referred to in this article nevertheless occur, the client must immediately inform Amadea Technologies.
13.7 If the commencement and progress of the work is delayed due to circumstances for which the client is responsible ( as described in Article 13.6, among others). the resulting damage for Amadea Technologies shall be compensated by the client.
13.8 The client shall ensure the accessibility of the place of execution of the work, including the suitability of access roads to the place of work.
13.9 The principal shall bear the risk of damage to and loss of materials, parts or tools brought to the work if and to the extent that he is responsible for guarding them.
13.10 The principal shall bear the risk for damage caused by defects or unsuitability of goods originating from him or prescribed or to be procured from a prescribed supplier and for the non-delivery or late delivery of said goods.
13.11 The client bears the risk for damage caused by errors or defects in the drawings, calculations, constructions, specifications, and execution instructions provided by him.
13.12 The client bears the risk for defective performance of the contract attributable to the auxiliary persons prescribed by it.
13.13 The client bears the risk for damages due to wrongful acts of ancillary contractors and helpers.
13.14 The client bears the risk for the subject matter originating from Amadea Technologies,if and to the extent approved by it.
13.15 The client indemnifies Amadea Technologies against all third-party claims in respect of damages that remain the client's responsibility under these terms and conditions, including damages resulting from infringements of intellectual and industrial property rights.
13.16 The client shall permit Amadea Technologies to place name signs and advertising on the work site or on the work.
Settlement of more - and less work.
13.17 Settlement of more - and less work takes place:
a. in case of specification changes (changes in the specifications, the work or the conditions of execution of the work);
b. In case of deviations from the amounts of set items and of offsettable and/or deleted quantities;
c. In the cases as provided in these terms and conditions.
13.18 The absence of a written order for co-work shall not affect Amadea Technologies' claims for settlement thereof.
Cost-increasing conditions
13.19 If cost-increasing circumstances arise, Amadea Technologies shall notify the client as soon as possible.
13.20 Cost-increasing circumstances not attributable to Amadea Technologies shall be settled as additional work.
Force majeure
13.22 In the event of force majeure, Amadea Technologies is entitled, without legal intervention, either to suspend the performance of the work for a maximum of six months, or to terminate the work in an unfinished state, without being liable for any compensation. All costs incurred by Amadea Technologies up to that point shall be immediately due and payable in full.
13.23 Force majeure refers to circumstances which Amadea Technologies did not reasonably have to take into account when entering into the agreement and of which it was unaware. This includes failure of Amadea Technologies' suppliers to meet their obligation, transport difficulties, fire, strikes or work stoppages, loss of the parts to be processed, import or trade bans.
Delivery
13.24 Shipping costs will be charged in full.
Completion
13.25 The agreed delivery time shall be observed as far as possible, but shall never be regarded as a deadline. If the delivery time is exceeded, Amadea Technologies shall consult with the client.
13.26 The work shall be considered completed as follows:
a Either when Amadea Technologies has notified the client that the work is completed, tested and ready for operation and the client has approved or accepted the work.
b Either when no later than eight days have passed after Amadea Technologies has declared in writing to the client that the work is completed, tested and ready for operation and the client has failed to approve or accept the work within that period.
c Either when the client puts the work into use (at an early date), on the understanding that by putting part of the work into use (at an early date), that part will be considered completed.
13.27 Minor defects that can be repaired within the warranty period and do not affect the functioning of the work will not prevent completion.
13.28 Completion releases Amadea Technologies from all liability for defects that the client should reasonably have discovered at that time.
13.29 As a result of the completion of all liability, the risk for the work shall pass from Amadea Technologies to the client.
Dissolution
13.30 Without prejudice to its other rights, Amadea Technologies is authorized, without legal intervention and without notice of default, either to suspend the execution of the work or to terminate the work in an unfinished state, if the client:
a. Has applied for or been granted suspension of payments;
b. Declared bankruptcy or filed for bankruptcy;
c. Has failed in its fulfillment of its obligation, or it is foreseeable for Amadea Technologies that it will fail to do so.
Termination and suspension shall be by written notice without Amadea Technologies being liable for any damages or warranty.
13.31 All claims Amadea Technologies may have or acquire against the client in these cases shall be immediately due and payable in full.
Article 14 Payment
14.1 Payment shall be made within 14 days of submission of the invoice. Unless otherwise agreed in writing.
14.2 Amadea Technologies is entitled, if payment of the amount due is not received by it within the stipulated period, to charge the client interest of 1.25% per month. Calculated from the date of sending the invoices.
14.3 In addition to the principal sum and interest, Amadea Technologies is also entitled to claim from the client all costs, both judicial and extrajudicial, caused by the non-payment, including the costs of lawyers, procurators, agents, bailiffs and collection agencies.
14.4 the extrajudicial costs shall be 15% of the principal sum plus interest, with a minimum of € 75.00. The extrajudicial costs shall also be increased by all costs for legal advice and assistance.
14.5 The mere fact that Amadea Technologies has secured all assistance from a third party demonstrates the size and obligation to pay the out-of-pocket costs.
Article 15 Cancellation
15.1 If the client cancels the order and/or refuses to accept the goods, it is obliged to take over the materials and raw materials already acquired by Amadea Technologies, whether or not processed at cost price including wages and social security charges. Client shall owe damages to Amadea Technologies of at least the amount of 1/3 of the agreed price. Client is furthermore obliged to indemnify Amadea Technologies against claims from third parties as a result of the cancellation of the order and/or refusal of the goods.
15.2 Without prejudice to what is stated in the previous paragraph (cancel 1) of this article, Amadea Technologies reserves all rights to claim incomplete fulfillment of the agreement and/or full compensation.
Article 16 Prohibition of ownership
16.1 Immediately upon purchase, all risk for damage which may arise to or from the goods sold shall pass to the client, unless expressly agreed otherwise.
16.2 Amadea Technologies shall remain the owner of all goods (such as materials and parts) as long as the client has not fulfilled its payment obligation under this agreement, including that which the client may become due in connection with the breach of its obligations.
16.3 Before ownership of the goods has been transferred to the customer, the customer shall not be entitled to alienate, rent out, give in use to third parties, pledge, or otherwise encumber the products for the benefit of third parties, not even if the (legal) acts in question are part of the normal operation of the customer's business, or if this is the normal purpose of the goods. Upon violation of this prohibition, the purchase price shall be immediately due and payable in full, regardless of the payment conditions. Amadea Technologies is irrevocably authorised by the client to repossess goods delivered subject to retention of title, or to have them repossessed, without any judicial intervention, summons or notice of default. Repossession by Amadea Technologies terminates the agreement, unless Amadea Technologies has notified the client to that effect.
16.4 In the event of attachment, (provisional) suspension of payment bankruptcy, the client shall immediately inform the attaching bailiff, administrator or receiver of Amadea Technologies' property rights.
Article 17 Claims
The client is obliged to carefully inspect the goods (or have them inspected) immediately after arrival at the destination or, if earlier, after receipt by himself or by a third party acting on his instructions. Any complaints about defects to the goods attributable to material, quality, etc. must be notified in writing to Amadea Technologies within eight days of arrival of the goods at the latest. Any right to complain shall lapse if no complaint is made within the aforementioned period or if the goods have been fully or partially put into use.
Article 18 Warranty
18.1 Amadea Technologies undertakes, within the limits of the following provisions, to remedy free of charge defects that were already present at the time of delivery but only become apparent within twelve months of delivery.
18.2 This obligation extends only to defects that were not reasonably observable at the time of delivery and which manifest themselves under normal operating conditions and with proper use of the work. It does not extend to the consequences of insufficient maintenance by the client, changes made without written permission from Amadea Technologies or repairs carried out by the client, or normal wear and tear or defects for which the client is liable under Articles 13.11 to 13.13 inclusive.
18.3 To invoke the rights resulting from Article 18.1, Amadea Technologies must:
a promptly notify in writing of the defects found;
b making it plausible that the defects are to be attributed to the inferior quality or defective execution of the work or - if and insofar as the subject matter originates from Amadea Technologies - are a direct consequence of the culpability of Amadea Technologies, without prejudice to the provisions of Article 7.15
c provide all cooperation to enable him to eliminate the defects within a reasonable period of time
18.4 The defective parts replaced by Amadea Technologies pursuant to warranty obligations shall become its property.
18.5 If, in Amadea Technologies' opinion, the costs of repair are disproportionate to the client's interest in prompt repair, the client shall be entitled to compensation, but never higher than the original purchase cost of the goods.
Article 19 Liability
before completion
19.1 Amadea Technologies shall, at its own expense, repair damage to the work which occurs before the work is completed, unless such damage was not caused by it or it is otherwise unreasonable that such damage should be at its expense, without prejudice to the provisions of Article 13.10.
19.2 Amadea Technologies is liable for the damage suffered by the client to persons and property other than the work, insofar as such damage is caused by the performance of the work and is the result of the fault of Amadea Technologies or auxiliary persons engaged by it, if and insofar as this liability is covered by its insurance.
19.3 The two preceding articles apply mutatis mutandis if Amadea Technologies performs work in fulfilment of its warranty obligation under article 18.1
upon completion
19.4 After completion, Amadea Technologies shall not be liable for the shortcoming of the work beyond the fulfilment of its warranty obligations described in Articles 18.1 to 18.5.
19.5 Amadea Technologies is only liable for damage suffered by the client as a result of the defects referred to in Article 18.1, if and insofar as this liability is covered by its insurance.
Extent of compensation
19.6 If Amadea Technologies is obliged to compensate damage suffered by the client pursuant to Articles 19.2 and 19.5, such compensation shall not exceed the total of the amounts of the excess under its insurance policy and the payment made by the insurance company.
19.7 Amadea Technologies shall never be liable for damage suffered by the client other than that referred to in the preceding articles. These excluded damages include consequential damage and indirect damage or pure financial loss.
19.8 Any claim for compensation or repair of damage suffered before or after delivery, respectively, shall lapse. If this claim has not been made known no later than the day of delivery or the day when the warranty period expires, respectively.
19.9 The client's residual claim for damage or repair against Amadea Technologies pursuant to these Conditions shall lapse one year after the client has protested the matter.
Article 20 Disputes
20.1 The agreement and all agreements resulting from it shall be governed exclusively by Dutch law.
20.2 all disputes arising from the agreement(s) or these general conditions will be subject to the judgment of the competent court in the district of Groningen in the Netherlands.