Please note that the English version of these terms and conditions provided herein is solely for the convenience of our customers. The original and legally binding version of these terms and conditions is in Dutch. In case of any discrepancy or conflict between the English translation and the Dutch version, the Dutch version shall prevail and be considered legally binding.
While we have made efforts to ensure the accuracy and clarity of the English translation, it may not capture all the nuances and specific legal terminology present in the Dutch version. Therefore, we recommend referring to the Dutch version for precise and authoritative interpretation of the terms and conditions.
By accepting these terms and conditions, you acknowledge and agree that in the event of any inconsistency or dispute, the Dutch version will take precedence over the English translation.
If you have any questions or concerns regarding the terms and conditions, we encourage you to seek legal advice or contact us for clarification.
|Avametix, us, we:||Avametix, located in 's-Hertogenbosch under CoC No. 75548704.|
|Customer:||The party with whom Avametix has entered into an Agreement.|
|Parties:||Avametix and the Customer.|
|TC:||These general terms and conditions.|
|Service(s):||The products and/or services that Avametix will provide to the Customer according to an Agreement.|
|Agreement(s):||Any agreement between Avametix and the Customer under which Avametix provides services to the customer.|
|Written:||In addition to paper documents, this also includes email, provided that the identity of the sender and the integrity of the message can be verified.|
All terms written with an initial capital letter have the meaning as stated in this article.
1. Applicability of TC
- These TC apply to all quotations, offers, work, orders, Agreements, and service deliveries or products by or on behalf of Avametix.
- The Parties may only deviate from the TC if they have expressly agreed to do so in Writing.
- The applicability of additional and/or deviating general terms and conditions of the Customer or third parties is explicitly excluded.
- In addition to the TC, additional specific conditions apply to individual products. These conditions also apply if the product is only part of the Agreement and includes other products and/or Services.
2. Offer and Quotations
- Offers and quotations are without obligation unless expressly stated otherwise.
- An offer or quotation is valid for a maximum of two weeks unless a different period is stated in the offer or quotation.
- If the Customer does not accept the offer or quotation within the applicable period, Avametix is not obliged to accept it. However, Avametix retains the possibility to accept these offers or quotations at a later time.
- Upon acceptance of a non-binding offer or quotation, Avametix reserves the right to withdraw the offer or quotation within three days after receipt of the acceptance, without the Customer being entitled to any rights.
- An acceptance is only binding when it is Signed in Writing, including the date and signature.
- All prices used by Avametix are in euros and exclude any additional costs such as levies, licenses, administration, and travel expenses, unless otherwise stated or agreed upon.
- All prices used by Avametix for its services and products on its website or through any other means may change at any time.
- For services provided by Avametix, the Parties agree on a total amount as an indicative price, unless the Parties have expressly and Written agreed on a fixed price that cannot be deviated from.
- Avametix is entitled to deviate by 10% from the indicative price.
- Avametix has the right to adjust prices annually.
- Prior to its entry into force, Avametix will notify the customer of price adjustments.
- The consumer has the right to terminate the Agreement with Avametix if he does not agree with the price increase.
5. Payments and Payment Terms
- Upon entering into the Agreement, Avametix is entitled to request a deposit of up to 20% of the agreed amount or a maximum of €250.
- The Customer must make payments within fourteen days unless otherwise indicated on the invoice.
- Payment terms are considered strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term, he will be in default, without Avametix having to send a reminder and/or default notice to the Customer. Avametix reserves the right to make the delivery dependent on immediate payment or to demand security for the total amount.
6. Consequences of Non-Timely Payment
- If the Customer fails to pay within the agreed term, Avametix is entitled to charge the statutory interest of 2% per month for non-commercial transactions and 8% per month for commercial transactions, starting from the day the Customer is in default, with a part of a month being counted as a full month.
- When the Customer is in default, he is also liable to Avametix for extrajudicial collection costs and any damages.
- The collection costs are calculated in accordance with the Decree on the Compensation for Extrajudicial Collection Costs.
- If the Customer does not pay in a timely manner, Avametix is entitled to suspend its obligations until the Customer has paid the amount due.
- In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the Customer, Avametix's claims against the Customer are immediately due and payable.
- If the Customer refuses to cooperate in the execution of the Agreement, the Customer is still obliged to pay the agreed amount.
7. Right of Reclamation
- Once the Customer is in default, Avametix is entitled to invoke the right of reclamation with regard to the unpaid products delivered to the Customer.
- Avametix invokes the right of reclamation by means of a Written notice.
- Once the Customer has received the notice, the Customer must immediately return the products to Avametix, unless otherwise agreed.
- The costs for the retrieval or return of the products are borne by the Customer.
8. Right of Withdrawal
- A consumer has the right to cancel an online purchase within a cooling-off period of fourteen days without stating any reasons, provided that:
- the product has not been used
- it is not a product that has been custom-made or adapted specifically for the consumer
- the consumer has not waived their right of withdrawal
- it does not concern a Service that is fully executed within the fourteen-calendar-day cooling-off period with the consumer's explicit consent, and the consumer has explicitly declared to waive their right of withdrawal.
- The cooling-off period of 14 days as mentioned in clause 1 commences:
- on the day after the consumer has received the last product or part of an order
- as soon as the consumer has concluded the Service delivery Agreement
- as soon as the consumer has confirmed that they will obtain digital content via the internet
- The consumer can make their invocation of the right of withdrawal known via email@example.com.
9. Right of Suspension
- Unless the Customer is a consumer, the Customer waives the right to suspend the performance of any obligation arising from the Agreement.
10. Right of Retention
- Avametix is entitled to invoke its right of retention and, in that case, retain products of the Customer until the Customer has settled all outstanding invoices with Avametix.
- The right of retention also applies to previous Agreements from which the Customer still owes amounts to Avametix.
- Avametix is never liable for any damage that the Customer may suffer as a result of exercising its right of retention.
- Unless the Customer is a consumer, the Customer waives their right to set off a debt owed to Avametix against a claim against Avametix.
12. Reservation of Ownership
- Avametix remains the owner of all delivered products until the Customer has fully complied with all payment obligations towards Avametix arising from any Agreements, including claims regarding default in performance.
- Until that time, Avametix can invoke its reservation of ownership and take back the goods.
- Before ownership has transferred to the Customer, the Customer may not pledge, sell, alienate, or encumber the products in any way.
- If Avametix invokes its reservation of ownership, the Agreement is considered dissolved, and Avametix has the right to claim damages, lost profits, and interest.
13. Delivery Time
- The delivery times provided by Avametix are indicative and exceeding them does not entitle the Customer to dissolution or compensation, unless the Parties have expressly and Written agreed otherwise.
- The delivery time commences after Avametix has confirmed the signed quotation by the Customer in Writing to the Customer.
- This article only applies when it is stated in the Agreement that Avametix will carry out the installation work.
- Although Avametix makes every effort to perform all installation work to the best of its abilities, it assumes no responsibility except in cases of intent or gross negligence.
- When the Parties have entered into an Agreement with a service-oriented nature, it only entails an obligation of best efforts for Avametix and not an obligation to achieve specific results.
- The warranty does not apply in the event of damage caused by modifications to the product, negligence, or improper use by the Customer.
16. Execution of the Agreement
- Avametix carries out the Agreement to the best of its knowledge, ability, and in accordance with the requirements of good craftsmanship.
- Avametix 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 Customer.
- It is the responsibility of the Customer to ensure that Avametix can start the execution of the Agreement in a timely manner.
- If the Customer has not ensured that Avametix can start the execution of the Agreement in a timely manner, the resulting additional costs and/or additional hours will be borne by the Customer.
17. Provision of Information by the Customer
- The Customer shall timely provide Avametix with all information, data, and documents that are relevant for the correct execution of the Agreement, in the desired format and manner.
- The Customer is responsible for the accuracy, completeness, and reliability of the information, data, and documents made available, including those obtained from third parties, unless otherwise arises from the nature of the Agreement.
- If and to the extent requested by the Customer, Avametix will return the relevant documents.
- If the Customer fails to provide the information, data, or documents reasonably requested by Avametix in a timely or complete manner, resulting in a delay in the execution of the Agreement, the resulting additional costs and additional hours will be borne by the Customer.
18. Duration of the Agreement regarding a Service
- The Agreement regarding a Service or services is entered into for an indefinite period unless otherwise stated in the Agreement or expressly agreed upon in writing by the Parties.
- If the Parties have agreed upon a deadline for the completion of certain activities within the duration of the Agreement, this deadline shall never be a firm deadline. In the event of exceeding this deadline, the Customer must give written notice of default to Avametix.
19. Termination of Agreement for an indefinite period
- The Customer has the right to terminate an Agreement for a Service that has been entered into for an indefinite period at any time, observing a notice period of two months.
- A consumer has the right to terminate an Agreement for a Service that has been entered into for an indefinite period, observing a notice period of one month.
20. Intellectual Property
- Avametix retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, maquettes, etc., unless expressly agreed otherwise in writing by the Parties.
- The Customer may not copy, show to third parties, provide or use in any other way the aforementioned intellectual property rights without prior written permission from Avametix.
- The Customer shall keep confidential any information (in any form) received from Avametix.
- The same applies to any other information concerning Avametix of which the Customer knows or can reasonably suspect that it is confidential or that its dissemination could harm Avametix.
- The Customer shall take all necessary measures to ensure that the information mentioned in paragraphs one and two is also kept confidential.
- The confidentiality obligation described in this article does not apply to information:
- that was already public before the Customer became aware of it or that later became public without a breach of the Customer's confidentiality obligation.
- that the Customer discloses based on a legal obligation.
- The confidentiality obligation described in this article applies for the duration of the underlying Agreement and for a period of three years after its termination.
22. Penalty Clause
- If the other party violates the article on confidentiality or intellectual property of the general terms and conditions, it shall incur an immediately due and payable penalty for each violation, to the benefit of the trade name.
- If the other party is a consumer, this penalty shall amount to €250.
- If the other party is a legal entity, this penalty shall amount to €500.
- In addition, the other party shall incur an amount at a rate of 5% of the amount mentioned in paragraph one for each day that the violation continues.
- No prior notice of default or legal proceedings is required to incur this penalty. Nor is there any need for any form of damage. However, Avametix will make efforts to contact the other party and potentially agree on an alternative arrangement.
- The imposition of the penalty referred to in the first paragraph of this article does not affect the other rights of Avametix, including its right to claim damages in addition to the penalty.
- The Customer indemnifies Avametix against all claims by third parties relating to the products and/or services provided by Avametix.
- The Customer must promptly examine any product delivered by Avametix or any Service provided for any deficiencies.
- If a delivered product or provided Service does not meet what the Customer could reasonably expect from the Agreement, the Customer must notify Avametix of this as soon as possible and no later than one month after detecting the deficiencies.
- Consumers must notify Avametix of any deficiencies within two months after detecting them.
- The Customer should provide a detailed description of the deficiencies so that Avametix can respond adequately.
- The Customer must demonstrate that the complaint relates to the Agreement between the parties.
- If a complaint relates to ongoing work, it cannot result in Avametix being obliged to perform other work than stated in the Agreement.
25. Notice of Default
- The Customer must make notices of default known to Avametix in writing.
- It is the Customer's responsibility to ensure that a notice of default reaches Avametix.
26. Joint and Several Liability of the Customer
- If Avametix enters into an Agreement with multiple customers, each of them is jointly and severally liable for the full amounts owed by them under that Agreement.
27. Liability of Avametix
- Avametix is only liable for any damages suffered by the Customer if and to the extent that such damages are caused by intent or willful recklessness.
- If Avametix is liable for any damages, it is only liable for direct damages arising from or related to the performance of an Agreement.
- Avametix is never liable for indirect damages, such as consequential damages, loss of profit, loss of savings, or damages to third parties.
- If Avametix is liable, its liability is limited to the amount paid out under a (professional) liability insurance policy, 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, colors, drawings, descriptions on the website or in a catalog are indicative only, approximate, and cannot give rise to compensation and/or (partial) dissolution of the Agreement and/or suspension of any obligation.
28. Expiry Period
- Any right of the Customer to compensation from Avametix expires in any case twelve 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.
29. Right of Dissolution
- The Customer has the right to dissolve the Agreement if Avametix culpably fails to fulfill its obligations, unless these deficiencies, given their nature or minor significance, do not justify dissolution.
- If the fulfillment of obligations by Avametix is permanently or temporarily impossible, dissolution can only take place after Avametix is in default.
- Avametix has the right to dissolve the Agreement with the Customer if the Customer fails to fully or timely fulfill its obligations under the Agreement.
30. Force Majeure
In addition to Article 6:75 of the Dutch Civil Code, any failure by Avametix to fulfill its obligations towards the Customer cannot be attributed to Avametix if it is due to a situation beyond the control of Avametix, which entirely or partially prevents the fulfillment of
its obligations towards the Customer or which would make fulfillment unreasonable.
- The following situations, among others, are considered force majeure: emergency situations (such as civil war, uprising, riots, natural disasters, etc.); failures and force majeure of suppliers, delivery services, or other third parties; power, electricity, internet, computer, and telecommunication outages; computer viruses, strikes, government measures, unforeseen transportation problems, adverse weather conditions, and work interruptions.
- If a force majeure situation arises that prevents Avametix from fulfilling one or more obligations towards the Customer, those obligations will be suspended until Avametix can fulfill them again.
- After a force majeure situation has lasted at least thirty calendar days, the Parties may terminate the Agreement in writing, in whole or in part.
- Avametix is not liable for any (damages) compensation in a force majeure situation, even if the force majeure situation results in any advantage.
31. Amendment of the Agreement
- If, after the conclusion of the Agreement, it appears necessary to amend or supplement its content for its implementation, the Parties will timely and mutually adjust the Agreement.
32. Amendment of the General Terms and Conditions
- Avametix is entitled to change or supplement the General Terms and Conditions.
- Changes of minor importance can be made at any time.
- Avametix will discuss significant substantive changes with the Customer as much as possible in advance.
- Consumers are entitled to terminate the Agreement in the event of a substantial change to the general terms and conditions.
33. Transfer of Rights
- Rights of the Customer from an Agreement between the Parties cannot be transferred to third parties without the prior written consent of Avametix.
- This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
34. Consequences of Nullity or Annulment
- If one or more provisions of the General Terms and Conditions are null or voidable, this does not affect the other provisions of the General Terms and Conditions.
- The Dutch court in the district where Avametix is located has exclusive jurisdiction to hear any disputes between the Parties, unless the law prescribes otherwise.