General Terms & Conditions
Definitions
Sjoerd Koelewijn Design & Development: Sjoerd Koelewijn Design & Development, established in Amsterdam under Chamber of Commerce no. 76343529.
Client: the person with whom Sjoerd Koelewijn Design & Development has entered into an agreement.
Parties: Sjoerd Koelewijn Design & Development and Client together.
Consumer: a Client who is also an individual and who acts as a private person.
Applicability of general terms and conditions
These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Sjoerd Koelewijn Design & Development. Parties can only deviate from these terms and conditions if they have expressly agreed so in writing. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the Client or of third parties.
Offers and quotes
Offers and quotations from Sjoerd Koelewijn Design & Development are without obligation, unless expressly stated otherwise. An offer or quotation is valid for a maximum of 30 days, unless a different acceptance period is stated in the offer or quotation. If the Client does not accept an offer or quotation within the applicable term, the offer or quotation will lapse. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed this in writing.
Acceptance
Upon acceptance of a quotation or offer without obligation, Sjoerd Koelewijn Design & Development reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the Client being able to derive any rights from this.
Oral acceptance of the Client is only binding for Sjoerd Koelewijn Design & Development after the Client has confirmed this in writing (or electronically).
Prices
All prices that Sjoerd Koelewijn Design & Development uses are in euros, are exclusive of VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
All prices that Sjoerd Koelewijn Design & Development uses for its services, on its website or that are otherwise made known, can be changed by Sjoerd Koelewijn Design & Development at any time. The price with regard to a service is determined by Sjoerd Koelewijn Design & Development on the basis of the hours actually spent. The price is calculated in accordance with Sjoerd Koelewijn Design & Development’s usual hourly rates, applicable for the period in which he performs the work, unless a different hourly rate has been agreed. If the parties have agreed on a total amount for a service provided by Sjoerd Koelewijn Design & Development, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from. Sjoerd Koelewijn Design & Development has the right to adjust the prices annually. Prior to its commencement, Sjoerd Koelewijn Design & Development will communicate price adjustments to the Client. The consumer has the right to terminate the agreement with Sjoerd Koelewijn Design & Development if he does not agree with the price increase.
Payments and payment term
Sjoerd Koelewijn Design & Development may require a down payment of up to 50% of the agreed amount upon entering into the agreement. The Client must pay invoices to Sjoerd Koelewijn Design & Development within 14 days after the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice. Payment terms are regarded as strict payment terms. This means that if the Client has not paid the agreed amount at the latest on the last day of the payment term, he will be in default by operation of law, without Sjoerd Koelewijn Design & Development having to send the Client a reminder or be in default. Sjoerd Koelewijn Design & Development reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the service.
Consequences of not paying on time
If the Client does not pay within the agreed term, Sjoerd Koelewijn Design & Development is entitled to charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the Client is in default, whereby part of a month for a whole month is counted. If the Client is in default, he also owes extrajudicial collection costs and any compensation to Sjoerd Koelewijn Design & Development. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. If the Client does not pay on time, Sjoerd Koelewijn Design & Development may suspend its obligations until the Client has fulfilled its payment obligation. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Client, the claims of Sjoerd Koelewijn Design & Development on the Client are immediately due and payable. If the Client refuses to cooperate with the execution of the agreement by Sjoerd Koelewijn Design & Development, he is still obliged to pay the agreed price to Sjoerd Koelewijn Design & Development.
Right of withdrawal
The Client can cancel the agreement during a reflection period of 14 days provided that the work has not started yet or Client has expressly stated to waive the right of withdrawal. The reflection period of 14 days starts as soon as the consumer has concluded the agreement for the delivery of the service. The consumer can make his appeal to the right of withdrawal known via hello@sjoerdkoelewijn.com.
Settlement
Unless the Client is a consumer, the Client waives his right to offset a debt owed to Sjoerd Koelewijn Design & Development against a claim against Sjoerd Koelewijn Design & Development. When the parties have entered into an agreement with a service-providing nature, this agreement only contains a best effort obligation for Sjoerd Koelewijn Design & Development and therefore no result obligation.
Performance of the agreement
Sjoerd Koelewijn Design & Development performs the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. Sjoerd Koelewijn Design & Development has the right to have the agreed services (partially) performed by third parties. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the Client. It is the responsibility of the Client that Sjoerd Koelewijn Design & Development can start the execution of the agreement in good time. If the Client has not ensured that Sjoerd Koelewijn Design & Development can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the Client.
Information provided by the Client
The Client makes all information, data and documents relevant for the correct execution of the agreement available to Sjoerd Koelewijn Design & Development in a timely manner and in the desired form and manner. The Client 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. If the Client does not make available the information, data or documents reasonably required by Sjoerd Koelewijn Design & Development, or does not timely 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 Client.
Duration of the agreement concerning a service
The agreement between Sjoerd Koelewijn Design & Development and the Client regarding a service or services is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing. If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after expiry of the term, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with observing a notice period of 1 month, as a result of which the agreement ends by operation of law. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the Client must give Sjoerd Koelewijn Design & Development written notice of default. The Client can terminate an agreement for a service that has been entered into for an indefinite period of time with due observance of a notice period of 2 months. A consumer has the right to terminate an agreement for a service for an indefinite period, with due observance of a notice period of 1 month.
Intellectual property
Sjoerd Koelewijn Design & Development 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, etc., unless the parties have agreed otherwise in writing. The Client may not copy, show to third parties and/or make them available or use them in any other way without the prior written consent of Sjoerd Koelewijn Design & Development. If the Client violates the intellectual property rights, a fine is payable for each violation and for the duration of the violation for the benefit of Sjoerd Koelewijn Design & Development. This fine is immediately due and consists of the following;
if the other party is a consumer, this fine is € 1000
if the other party is a legal person, this fine is € 5000
In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that that violation continues. 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.
Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Sjoerd Koelewijn Design & Development, including its right to claim compensation in addition to the fine.
Disclaimer
The Client indemnifies Sjoerd Koelewijn Design & Development against all third-party claims related to the products and/or services supplied by Sjoerd Koelewijn Design & Development.
Complaints
The Client must examine a product or service provided by Sjoerd Koelewijn Design & Development as soon as possible for any shortcomings. If a delivered product or service does not correspond to what the Client could reasonably expect from the agreement, the Client must inform Sjoerd Koelewijn Design & Development of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. Consumers must inform Sjoerd Koelewijn Design & Development within 2 months after the discovery of the shortcomings. The Client provides as detailed a description as possible of the shortcoming, so that Sjoerd Koelewijn Design & Development is able to respond adequately. The Client must demonstrate that the complaint relates to an agreement between the parties. If a complaint relates to ongoing work, this can in any case not lead to Sjoerd Koelewijn Design & Development being obliged to perform other work than has been agreed.
Notice of default
The Client must notify Sjoerd Koelewijn Design & Development of any notice of default in writing.
It is the responsibility of the Client that a notice of default reaches Sjoerd Koelewijn Design & Development in a timely fashion.
Liability Sjoerd Koelewijn Design & Development
Sjoerd Koelewijn Design & Development is only liable for any damage suffered by the Client if and insofar as that damage is caused by intent or deliberate recklessness. If Sjoerd Koelewijn Design & Development is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement. Sjoerd Koelewijn Design & Development is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties. If Sjoerd Koelewijn Design & Development 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 to which the liability relates. 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. Any right of the Client to compensation from Sjoerd Koelewijn Design & Development lapses 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
The Client has the right to dissolve the agreement if Sjoerd Koelewijn Design & Development fails imputably in the fulfillment of its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
If the fulfillment of the obligations by Sjoerd Koelewijn Design & Development is not permanently or temporarily impossible, dissolution can only take place after Sjoerd Koelewijn Design & Development is in default. Sjoerd Koelewijn Design & Development has the right to dissolve the agreement with the Client if the Client fulfills his obligations, does not fulfill the agreement in full or on time, or if Sjoerd Koelewijn Design & Development has become aware of circumstances that give him good grounds to fear that the Client will not be able to fulfill his obligations properly.
Force majeur
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Sjoerd Koelewijn Design & Development in the fulfillment of any obligation with regard to the Client cannot be attributed to Sjoerd Koelewijn Design & Development in any of the will of Sjoerd Koelewijn Design & Development independent situation, as a result of which the fulfillment of its obligations towards the Client is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from Sjoerd Koelewijn Design & Development. 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. If a force majeure situation arises as a result of which Sjoerd Koelewijn Design & Development cannot fulfill 1 or more obligations towards the Client, those obligations will be suspended until Sjoerd Koelewijn Design & Development can fulfill them again. 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. Sjoerd Koelewijn Design & Development will not owe any compensation or damages in a situation of force majeure, 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.
The previous paragraph does not apply to products purchased in a physical store.
Change of terms and conditions
Sjoerd Koelewijn Design & Development is entitled to amend or supplement these general terms and conditions. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
Rights of the Client under an agreement between the parties cannot be transferred to third parties without the prior written consent of Sjoerd Koelewijn Design & Development. 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
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.
In that case, a provision that is void or annullable will be replaced by a provision that comes closest to what Sjoerd Koelewijn Design & Development had in mind when drafting the conditions on that point.
Applicable law and competent court
Only Dutch law applies to every agreement between the parties. The Dutch court in the district where Sjoerd Koelewijn Design & Development is located has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on November 1, 2021.