The user
conditions apply to all services provided by Interacto. Before you
register as a user of the user, you Interacto conditions have read and
agree to go. All services provided by Interacto without restrictions
subject to the Terms of use, Anti-Spam Policy and Disclaimer.
Article 1. Overall
1. These
conditions apply to any tender offer and the agreement between
Interacto, hereinafter referred to as "User", and a client of these
conditions apply user has declared, as these parties have not expressly
and in writing.
2. These conditions also apply to agreements with user, for the implementation of which user services of third parties.
3. These general conditions are also written for the employees of User and his supervisor.
4. The applicability of any purchase or other requirements of the client is explicitly rejected.
5.
If one or more provisions of these terms and conditions at any time in
whole or in part or should be destroyed, it remains, in these terms and
conditions specified fully applicable. User and the client will then
engage in dialogue to develop new rules to replace the invalid or void
provisions to be agreed, with as much as possible the purpose and
intent of the original provisions are observed.
6. If
uncertainty exists regarding the interpretation of one or more
provisions of these terms and conditions, then the explanation must be
found "in spirit" of these provisions.
7. If there is a conflict
between parties that do not occur in these general conditions is
regulated, this situation should be assessed to the spirit of these
terms and conditions.
8. If User is not always strict observance
of these conditions requires, this does not mean that its provisions do
not apply, or that in any User as the right would lose to in other
cases the strict observance of the provisions of these terms and
conditions.
Article 2 Bids and offers
1 All bids and
offers of user engagement, unless the offer a deadline for acceptance
is made. If no acceptance period has been lodged qualify for the tender
offer or in any way any entitlement if the product on which the offer
or the offer relates, in the meantime is no longer available.
2
User can not have bids or offers to be taken if the client can
reasonably understand that the bids or offers, or any part thereof, an
obvious mistake or slip contains.
3 in a bid or offer prices are
excluding VAT and other charges of government, possible within the
framework of the contract costs, including travel and subsistence,
shipping and handling fee, unless otherwise indicated.
4 If the
acceptance (whether or not to subordinate items) from the tender offer
or the offer included User is not bound. The agreement is not with
deviating this acceptance, unless user indicates otherwise.
5 A
composite quote User not obliged to carry out a portion of the contract
at a corresponding part of the specified price. Offers or tenders do
not apply automatically for future orders.
Article 3 Contract Duration; implementation deadlines, risk transfer, implementation and modification agreement; price increase
1.
The agreement between User and the client is for an indefinite period
of time, unless the nature of the agreement or otherwise arises if the
parties expressly agree otherwise in writing.
2. For the
implementation of certain activities or for the supply of certain cases
an agreed period or declared, this is never a deadline. Where a time,
the Client User therefore writing in default. User should provide
reasonable time to still be offered to implement the agreement.
3.
User Agreement will to the best of his knowledge and ability and in
accordance with the requirements of good craftsmanship run. One and
other on the basis of the currently known state of the science.
4.
User has the right to have certain work done by third parties. The
applicability of Article 7:404, 7:407 and 7:409 paragraph 2 BW is
expressly excluded.
5. If by User or User enabled by third
parties under the contract work is being done on the location of the
client or a location designated by the Commissioner, the Commissioner
bears free care for those employees reasonably desired facilities.
6.
Delivery from the farm of User. The Commissioner is obliged to take
things at the time that he be made available. If the client refuses or
fails to decrease to the provision of information or instructions
necessary for the supply, it is entitled to the business user to save
the expense and risk of the client. The risk of loss, damage or loss is
transferred to the client at a time when cases to the Commissioner
available.
7. User has the right in several phases to implement and thus part billed separately.
8.
If the agreement is implemented in phases User can implement those
parts that belong to a later stage suspend the client until the results
of the preceding stage in writing.
9. The Commissioner shall
ensure that all data, including user indicates that they are necessary
or reasonably should whose client to understand that they are necessary
for the execution of the agreement, timely surfers are provided. If the
implementation of the necessary information in time to provide user,
the user has the right implementation of the agreement to suspend and /
or delays resulting from the extra cost is then usual rates charged to
the client bring. The implementation period begins no earlier than
after the client data to the user available for use. User is not liable
for damages of any kind, because user is assumed by the client provided
false and / or incomplete data.
10. If during the implementation
of the agreement shows that the proper implementation is necessary to
amend or supplement, then parties and agreed to adjust the switch. If
the nature, scope or content of the agreement, whether or not to
request or appointment of the Commissioner of the competent authorities
et cetera, and the agreement is amended it in quality and / or
quantitatively, is amended, it could have for what was originally
agreed. This can also be the amount originally agreed to be increased
or decreased. User will advance them as much as possible quotation do.
Through an amendment to the agreement may also specify the initial
period of implementing change. The client accepts the possibility of
amending the agreement, including the change in price and time of
execution.
11. If the agreement is amended, including
supplements, then User entitled to carry out their first agreement
after it was given by the interior User competent person and the
Commissioner has agreed to the implementation specified price and other
conditions, including the then determine when it will be implemented.
Failure or not immediately implement the amended agreement does not
breach of User and for the client no reason for the agreement to
terminate or cancel.
12. Without it fails to come, a user can
request to amend the agreement refuse, if it qualitatively and / or
quantitatively, for example, could result in that context for the work
or to be delivered.
13. If the client was failing in the proper
fulfillment of what User against which he is held, the Commissioner
responsible for any damage to the side of User thereby directly or
indirectly incurred.
14. If the User Client a fixed fee or fixed
price match, it is nevertheless User at any time be entitled to
increase this fee or that price without the client in this case is
entitled to the contract for that reason to dissolve if the increase
the price resulting from a power or duty under the law, regulation or
find its cause in an increase in the price of raw materials, wages, et
cetera or on other grounds that when the agreement were not reasonably
foreseeable.
15. If the price increase other than as a result of
an amendment to the agreement exceed 10% and takes place within three
months after the signing of the agreement, it is only the invoking
client deserves to Title 5 Section 3 of Book 6 BW has the Agreement by
a written statement to dissolve unless User
- Then still willing to sign the Agreement on the basis of the originally agreed to perform;
- If the price increase resulting from a power user or an obligation under the law;
- If stipulated that the episode is longer than three months after the conclusion of the agreement will take place;
- Or, in the delivery of a case, if it is stipulated that the episode longer than three months after the sale will take place.
Article 4 Suspension, dissolution and termination of the interim agreement
1.
User has the power to fulfill their obligations to suspend or terminate
the agreement if the client obligations under the agreement, does not
fully or timely honor, after the conclusion of the user learns of
circumstances giving good ground to fear that the Commissioner will not
fulfill his obligations, if the Commissioner at the conclusion of the
agreement was requested to guarantee the fulfillment of his obligations
under the agreement and that this security or insufficient or if the
delay on the part of the Principal User can no longer be demanded that
the contract against the originally agreed conditions to fulfill.
2.
Furthermore, User jurisdiction to dissolve the agreement if
circumstances arise of such a nature that fulfillment of the contract
impossible or if there are other circumstances in which such a nature
that the unaltered conservation of the agreement in user can not
reasonably be expected to .
3. If the agreement is dissolved,
the progress of the user on the client immediately due and payable. If
the user fulfillment of the obligations deferrals, he retains his
rights under the law and the agreement.
4. If User suspending or decomposition, he is in no way be liable for damages and costs it incurred in any way.
5.
If the dissolution is attributable to the Principal, User is entitled
to compensation for the damage, including the cost, thereby directly
and indirectly created.
6. If the client from the contract
obligations and this failure justifies termination, then User has the
right to direct and immediate effect to cancel without any obligation
on his part to pay any damages or compensation, while the Commissioner
under of default, but for damages or compensation is required.
7.
If the agreement is terminated by User, User will, in consultation with
the client that the transfer of work to third parties. This unless the
withdrawal is attributable to the client. If the transfer of work for
additional user costs, then it to the Commissioner in charge. The
Commissioner shall pay such costs within the period mentioned, unless
otherwise User.
8. In the event of liquidation of (application
of) receivership or bankruptcy of attachment - if and where the herd is
not lifted within three months - at the expense of the Commissioner of
debt or any other circumstance which no longer Principal freely about
his ability available, the user is free to the agreement promptly and
with direct effect or to cancel the order or agreement to cancel
without any obligation on his part to pay any damages or compensation.
User on the progress of the Commissioner in this case immediately due
and payable.
9. If the Commissioner issued an order fully or
partially cancel, then the work that was done and it ordered or the
ready-made business, with any increases to sewers and delivery costs
and the implementation of the reserved time, integral to Principal
charged.
Article 5 Majeure
1. User is not obliged to
fulfill any obligation to the client if he is being hampered as a
result of a circumstance that is not due to debt, and neither under the
law, an act or in the applicable views are accounted for.
2.
Force majeure is defined in these terms and conditions, in addition to
what this effect in the law and jurisprudence include any external
causes, or of non-equipped, that user can exert no influence, but which
user is unable to meet his obligations . Strikes work in the company of
User or third-party network. User also has the right to invoke force
majeure if the circumstance that (further) to ensure compliance with
the agreement prevents occurs after the user had to fulfill its
commitment.
3. User can during the period that the force majeure
continues to suspend obligations under the agreement. If this period
lasts longer than two months, then each party has the right to
dissolve, without obligation for compensation for damage to the other
party.
4. So much for user at the time of the occurrence of
force majeure its obligations under the Agreement has been partially
fulfilled or will fulfill this, and to fulfill or to meet part
independent value, is entitled to the user already met respectively to
meet part separately to invoice. The Commissioner is obliged to pay
this invoice as if it were there to be a separate agreement.
Article 6 Payment and Collection costs
1.
Payment must always be made within 14 days after the invoice date,
within a user to specify the manner in which currency is billed, unless
indicated otherwise in writing by User. User is entitled to
periodically bill.
2. If the client defaults in the timely
payment of a bill, then the Commissioner of law in default. The
Commissioner is regarded as an interest rate of 1% per month, unless
the statutory rate is higher, in which case the legal interest is due.
The interest on the due amount will be calculated from the time that
the client is in default until the moment of payment of the full amount
owed.
3. User has the right to payments made by the client to
stretch in the first place to reduce the costs, then in reduce the rate
cases and finally to reduce the principal and accrued interest. Users
can, without thereby in default to come, an offer to refuse payment if
the client a different order for the allocation of the payment
designates. User can full repayment of principal refuse, if not also
the open cases and accrued interest and collection costs.
4. The
client is never entitled to set off by the user due to him. Objections
to the height of a bill to suspend the commitment would not. Principal
that do not deserve to Section 6.5.3 (Articles 231 and 247 book 6 BW)
is not entitled to the payment of an invoice for any other reason to
suspend.
5. If the client is in default or omission in the
(early) to ensure compliance with its obligations, then all reasonable
costs incurred to obtain satisfaction out of court on behalf of the
client. The extra costs are calculated on the basis of what the Dutch
collection in practice, is currently under the calculation method for
Work Report II. However, if User higher costs for collection has been
reasonably necessary, the actual cost reimbursement. Any judicial and
enforcement costs incurred will also be recovered from the client.
Principal is due on the debt collection costs also include interest.
Article 7 Retention
1.
The under the User Agreement delivered remains the property of the
Client User until all obligations under the agreement with User (s) is
properly fulfilled.
2. The User delivered, that under paragraph
1. falls under the title, may not be resold and must never be used as
currency. The Commissioner is not entitled to the property falling to
pledge or in any other way concerns.
3. The client should always
have to do what was reasonably expected of him may be the property of
User safeguarded. If third parties seize the property under delivered
or rights to establish or exercise, then the client obliged to
immediately notify the user know. In addition, the client is obliged to
under the title delivered to assure insured and to hold against fire,
explosion and water as well as against theft and the policy of this
insurance on the first request to User to access it. Any payment of the
insurance is entitled to these user tokens. Insofar as necessary, the
Commissioner is there to User in advance to his co-operate with all
that that in that context was necessary or desirable (show) should have
been.
4. In the event surfer in this article designated to
exercise property rights, the Commissioner in advance unconditional and
irrevocable consent to user and user to designate a third party to all
these sites and locations where the properties are located in User and
take back .
Article 8 guarantees, research and advertising, period
1.
The User to meet the usual requirements and standards who at the time
of delivery could be made reasonably and in which they normally use in
the Netherlands are intended. The guarantee mentioned in this article
shall apply to matters that are intended for use within the
Netherlands. When used outside the Netherlands, the Commissioner
himself to verify that its use is suitable for use there and meet the
conditions on which they are made. User can in this case other warranty
and other conditions in respect of the supply business or work to be
carried out.
2. In paragraph 1 of this Article shall guarantee
is valid for a period of 2 months after delivery, unless the nature of
the delivered otherwise or if parties have agreed otherwise. If the
user guarantee a case which was produced by one third, then the
guarantee is limited to those induced by the producer of the case will
be provided, unless otherwise indicated.
3. Any form of
guarantee will expire if a defect has arisen as a result of or
resulting from improper or inappropriate use or use after the expiry
date, improper storage or maintenance thereto by the Commissioner and /
or by third parties when, without the written consent of User,
Principal or other third parties to the case have made changes or have
tried to bring that other cases were confirmed that it should not be
confirmed or if they were well-edited or in other than the prescribed
manner. The Commissioner is not entitled to warranty if the defect is
caused by or arising out of circumstances where User no influence,
including weather conditions (such as but not limited to, extreme
temperatures or rainfall) et cetera.
4. The Client is delivered
to the account (do) investigate immediately the moment that things are
delivered to it and the relevant activities are carried out. It belongs
to the Commissioner to investigate whether quality and / or quantity of
delivered corresponds with what is agreed and meets the requirements
that parties in this respect have been agreed. Any visible defects
should within seven days after delivery to User writing to be reported.
Any defects should not immediately visible, but in any event within
fourteen days after discovery thereof in writing to User to be
reported. The report, a detailed description of the defect, so that
user is able to respond adequately. Principal User should have the
opportunity to make a complaint to (do) investigations.
5. If
the client reclameert time, suspend its commitment not to. Principal
remains in that case also held to purchase and payment of the otherwise
ordered and what matters to which he has commissioned User.
6. If a defect notification is made, then the Commissioner no longer to repair, replacement or compensation.
7.
If it is established that a case is flawed and in that regard is
gereclameerd time, the user will lack thing within a reasonable time
after the return receipt or, if return is not reasonably possible,
written notification to the lack of respect by the Commissioner, at the
choice of User, replace or repair them or arrange for replacement fee
to the client requirements. In case of replacement, Commissioner held
to replace the matter to user to return and the ownership there to
provide User, User unless otherwise.
8. If it transpires that a
complaint is unfounded, then the costs it incurred, including research
costs, on the side of User thereby cases, integral on behalf of the
client.
9. After the warranty period, all costs for repair or
replacement, including administration, shipping costs and drive, to the
Commissioner in charge.
10. Notwithstanding the statutory
limitation periods, the extinction of all claims and defenses against
user and the user in the implementation of a third party, a year.
Article 9 Liability
1. If user might be liable, then this liability is limited to what is governed by this provision.
2.
User is not liable for damages of any kind, created by User is assumed
by or on behalf of the client provided false and / or incomplete data.
3.
If user might be liable for any damages, the liability of User limited
to a maximum of the invoice value of the order, at least for that
portion of the order in which the liability relates.
4. User's liability is always limited to the amount of the benefit of his insurer, as appropriate.
5. User is solely responsible for direct damage.
6.
Direct damage is only to the reasonable costs to establish the cause
and extent of the damage, provided that the determination relates to
damage in the meaning of these terms, any reasonable expenses incurred
for the poor performance of the User Agreement to answer, so far as
this can be attributed to user and reasonable costs incurred to prevent
or minimize damage, if the client demonstrates that these costs have
led to the limitation of direct damage as referred to in these terms
and conditions. User is never liable for consequential damages,
including consequential damages, lost profits, lost savings and damage
due to business interruptions.
7. The views expressed in this
article are the limitations of liability do not apply if the damage is
due to intent or gross negligence of user or his senior subordinates.
Article 10 Safeguard
1.
Principal indemnify the user for any claims by third parties, in
connection with the implementation of the damage suffered and whose
cause other than attributable to User. If User accordingly by third
parties should be addressed, then the client user account both external
and straight in to assist and immediately what to do that for him in
that case can be expected. If the client defaults in the taking of
appropriate measures, then User, without notice, entitled themselves
doing so. All costs and damage to the part of users and third parties
are created, are integral expense and risk of the client.
Article 11 Intellectual property
1.
User reserves the rights and powers for which he is entitled under the
Copyright and other intellectual property laws and regulations. User
has the right by the implementation of an agreement at his side
increased knowledge for other purposes, provided this is not strictly
confidential information from the client to notify a third party is
brought.
Article 12 Applicable law and disputes
1.
On relations with all legal User Party is the only Dutch law, even if a
contract wholly or partly abroad to be given or if the legal
relationship with the party concerned is domiciled there. The
applicability of the Vienna Sales Convention is excluded.
2. The
judge in the seat of User shall have exclusive jurisdiction to take,
unless the law stipulates otherwise mandatory. Nevertheless, the user
right to submit the dispute to the competent court under the law.
3. The parties will first appeal to the court to do after they have made to the extreme of a dispute in mutual consultations.
Article 13 range and change conditions
1. These conditions are registered with the Chamber of Commerce in Eindhoven.
2.
From application is always the last registered version or the version
in force at the time of the creation of the legal relationship with
surfer.
3. The Dutch text of the general conditions are increasingly determines its interpretation.
