Terms and conditions LiNK art company B.V.
GENERAL TERMS AND CONDITIONS OF LINK Art Company B.V.
1 Scope of application
1.1 These General Terms and Conditions are applicable to all offers, quotations, instructions, and agreements between Link Art Company B.V., having its registered office under its Articles of Association in Bosch en Duin, the Netherlands, and listed with the Chamber of Commerce under file no. 51455013 (hereinafter to be called: “Link”) and its other party (hereinafter to be called: the “Client”), unless expressly agreed otherwise in writing.
1.2 The applicability of general terms and conditions used by the Client are hereby expressly excluded.
1.3 If one or more provisions of these General Terms and Conditions become fully or partially invalid or are declared void, the remaining provisions of these General Terms and Conditions shall remain fully applicable. Link and the Client shall then enter into joint consultations in order to agree on a new provision to replace the invalid or voided provision, taking into account the object and purport of the original provisions as much as possible.
2 Quotations and Formation of an Agreement
Unless a written period of time has been set for acceptance thereof, all offers and quotations of Link shall be subject to confirmation.
An agreement is formed at the moment that it is confirmed in writing by Link to the Client or if Link executes an instruction or performs an agreement.
3.1 Prices are stated in euros, exclusive of taxes, order, administration, transport and/or installation costs, and based on delivery ex warehouse of Link.
3.2 If the factors determining price, including the costs of wages, taxes, duties, and charges, increase following the issuance of an instruction or the entering-into of an agreement, Link shall be entitled to increase its prices accordingly.
3.3 Obvious mistakes or clerical errors made by Link may be corrected by Link without the Client being able to derive any right from the obvious mistake or clerical error.
4.1 Unless agreed otherwise in writing, payment of the amounts payable to Link must be made within 14 (fourteen) days of the invoice date. Upon expiry of the payment period, the Client shall, by operation of law, be in default without a prior notice of default being required and it shall owe the statutory interest plus 3 (three) percent on the outstanding invoice amount from that date until the moment payment is made in full.
4.2 Payments of the Client shall in the first instance go to reduce the costs, then the interest due and finally the principal.
4.3 Link is at all times entitled to stipulate sufficient security or partial or full payment in advance as a condition for the delivery or for continued delivery.
4.4 If the Client is in default or fails to fulfil one or more of its obligations, or to do so in a timely manner, it shall be charged for all costs incurred for obtaining payment extrajudicially. These costs shall be set at 15 (fifteen) percent of the amount due, with a minimum sum of € 125 (one hundred and twenty-five euros). The provisions in this Clause shall not affect the other rights that arise from the law and accrue to Link, the Agreement entered into between the parties or these General Terms and Conditions.
4.5 The Client is obliged to compensate all the costs incurred by Link arising from legal proceedings, where the courts have ruled against the Client either entirely or predominantly, also to the extent that such costs exceed the amount awarded by the court in the matter.
4.6 Objections to the amount of an invoice shall not suspend the payment obligation.
4.7 Set-off against claims against Link is prohibited. In the event of insolvency, a moratorium or attachment on the part of the Client, all that which it owes Link shall become immediately due and payable and Link may immediately set off such.
5.1 Link is not liable for any damage and/or loss of the Client or third parties, including consequential damage and/or loss; loss of profits; non-material loss; or trading loss, except for intent or gross negligence on the part of Link. Further, except for intent or gross negligence on the part of Link, Link is also not liable for errors of its personnel or of persons whose services have been engaged by Link within the context of the performance of the agreement or execution of an instruction.
5.2 If, irrespective of the provisions in Clause 5.1, Link can be held liable, this liability of Link shall be limited to the insured amount for which Link qualifies for payout under the business or other liability insurance insurance policy of Link. If for whatever reason no payment takes place under the insurance policy, every liability of Link shall be limited to a maximum of three times (3) the invoice value of the instruction or agreement, at any rate for that part of the instruction or agreement to which the liability relates.
5.3 Irrespective of the provisions in Article 89 of Book 6 of the Dutch Civil Code, a claim for compensation shall lapse if that claim is not brought before the competent court within one year of the facts upon which the claim is based having become known, or could reasonably have been known, to the Client.
6.1 Delivery shall be made ex works of Link. The Client is obliged to take delivery of the goods at the moment that they are made available to it. If the Client refuses delivery or is negligent in issuing information or instructions necessary for the delivery, Link shall be entitled to store the goods at the expense and risk of the Client.
6.2 The delivery times indicated by Link are for information purposes only and can therefore not be regarded as a specified period regarding fulfilment as referred to in Article 83 of Book 6 of the Dutch Civil Code. In the event a delivery period indicated by Link is exceeded, the Client must give Link notice of default in writing and give Link a reasonable period of time in order to yet carry out the instruction or perform the agreement.
6.3 If Link requires information from the Client for the performance of the instruction or the agreement, the period of execution shall not commence until the Client has provided this information correctly and in full to Link.
In the event of force majeure, as well as if a delay has arisen due to — attributable or non-attributable — actions or omissions of the Client or a third party, the delivery period shall be extended at least by the duration of the delay.
Link is entitled to execute deliveries in instalments and to invoice them separately.
The Client is obliged to inspect the delivered goods for deviations, or to have them inspected, immediately after delivery. If the delivered goods fail to meet the requirements in terms of quality and/or quantity, the Client must notify Link thereof immediately and in writing, but in any case within 8 (eight) days of the date of delivery at the latest. This written notification must contain a clear description of the defects and/or shortcomings.
In the event that defects cannot be immediately detected upon delivery, the Client shall be obliged to notify Link thereof in writing immediately upon discovery, stating reasons, but in any within 8 (eight) days of the discovery at the latest, failing which the Client shall forfeit all its claims against Link.
In derogation from the statutory prescription periods, the prescription period of all claims and defences against Link and third parties involved by Link in the execution of an instruction or the performance of an agreement is one (1) year after the date of delivery to the Client.
7.1 Link is not obliged to fulfil any obligations towards the Client if it is hindered from doing so by a circumstance which is not the fault of Link and for which it is not accountable by law, by a legal act or according to generally accepted standards.
7.2 Irrespective of the other rights accruing to it, Link reserves in the case of force majeure the right, at its own discretion, to suspend execution of an instruction or performance of an agreement until the force majeure has ceased to exist, or alternatively to terminate the instruction or agreement in whole or in part without judicial intervention, by means of a written notice, without Link being obliged to pay for any compensation.
7.3 If upon the occurrence of a situation of force majeure Link has already fulfilled part of its obligations ensuing from an instruction or agreement, then Link shall be entitled to separately invoice the already-completed performances and the Client shall be obliged to pay this invoice as if it related to a wholly separate transaction.
8.1 Link is at all times entitled to make amendments to an instruction or agreement. Link shall inform the Client of the amendments one month prior to the date on which the amendments shall enter into force.
9 Applicable Law and Competent Judge
9.1 All legal relationships to which Link is a party shall be governed solely by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 1980 is hereby expressly excluded.
The competent court in Amsterdam shall have the competence to take cognizance of all disputes that might arise between Link and the Client which ensue from or are connected with an agreement or the performance thereof or an instruction or the execution thereof, as well as disputes in connection with these General Terms and Conditions. Link also has the right to submit the dispute to the court deemed competent in accordance with the rules on jurisdiction.