Article 1. General Conditions MaNima Technologies B.V.
- These conditions apply to every offer, quotation and agreement between, hereinafter referred to as: MaNima Technologies B.V. and a client to which MaNima Technologies B.V. has declared these conditions applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
- The present conditions also apply to agreements with MaNima Technologies B.V, for the implementation of which MaNima Technologies B.V. third parties should be involved.
- These general terms and conditions are also written for the employees of MaNima Technolgies B.V. and its management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be destroyed, the provisions of these general terms and conditions remain fully applicable. MaNima Technologies B.V. and the Client will then enter into consultations in order to agree new provisions to replace the invalid or nullified provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
- If there is uncertainty about the explanation of one or more provisions of these general terms and conditions, then the explanation must be given "in the spirit" of these provisions.
- If a situation arises between parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If MaNima Technologies B.V. does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that MaNima Technologies B.V. would in any way lose the right to otherwise demand strict adherence to the terms of these terms.
Article 2. Quotations and offers
- All quotes and offers from MaNima Technolgies B.V. are without obligation, unless a deadline for acceptance has been set in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates has become unavailable in the meantime.
- MaNima Technologies B.V. cannot be held to its quotes or offers if the Client can reasonably understand that the quotes or offers, or any part thereof, contain an obvious mistake or error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless stated otherwise.
- If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, MaNima Technologies B.V. not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless MaNima Technologies B.V. otherwise.
- A composite quotation obliges MaNima Technologies B.V. not to perform part of the assignment at a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; implementation periods, transfer of risk, implementation and amendment of the agreement; price increase
- The agreement between MaNima Technologies B.V. and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
- If a period has been agreed or specified for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must submit MaNima Technologies B.V. therefore be in default in writing. Luxalight B.V. a reasonable period must be offered to still execute the agreement.
- MaNima Technologies B.V. will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.
- MaNima Technologies B.V. has the right to have certain work done by third parties. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded.
- If by MaNima Technologies B.V. third parties engaged in the context of the assignment are performed at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably required by those employees free of charge.
- Delivery is ex works MaNima Technologies B.V. . The Client is obliged to purchase the goods when they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, MaNima Technologies B.V. entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation passes to the Client at the moment when items are available to the Client.
- MaNima Technologies B.V. is entitled to execute the agreement in different phases and to invoice the thus executed part separately
- If the agreement is executed in phases, MaNima Technologies B.V. suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
- The Client ensures that all data, of which MaNima Technologies B.V. indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, in a timely manner to MaNima Technologies B.V. be provided. If the information required for the execution of the agreement is not sent to MaNima Technologies B.V. in a timely manner. have been provided, MaNima Technologies B.V. the right to suspend the performance of the agreement and / or to charge the Client for the additional costs resulting from the delay in accordance with the then usual rates. The execution period does not start until after the Client has sent the data to MaNima Technologies B.V. has made available. MaNima Technologies B.V. is not liable for damage of any kind, because MaNima Technologies B.V. is based on incorrect and / or incomplete information provided by the Client.
- If during the execution of the agreement it appears that for a proper implementation it is necessary to change or supplement it, then the parties will adjust the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. MaNima Technologies B.V. will quote as much as possible in advance. By an amendment of the agreement, the originally specified term of execution can also be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is changed, including a supplement, MaNima Technologies B.V. entitled to implement it only after approval has been given by MaNima Technologies B.V. authorized person and the Client has agreed to the price and other conditions stated for the implementation, including the time to be determined at that time at which the implementation will be carried out. Not or not immediately executing the amended agreement does not constitute a default of MaNima Technolgies B.V. and is no reason for the Client to terminate or cancel the agreement.
- Without being in default, MaNima Technologies B.V. refuse a request for amendment of the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
- If the Client should fail to properly comply with what he has towards MaNima Technologies B.V. the Client is liable for all damage on the part of MaNima Technologies B.V. thereby arise directly or indirectly.
- If MaNima Technologies B.V. a fixed fee or fixed price has been agreed with the Client, MaNima Technolgies B.V. nevertheless entitled at all times to increase this fee or this price without the Client in that case being entitled to terminate the agreement for that reason, if the increase of the price results from a power or obligation pursuant to laws or regulations or this is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- . If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 of the Dutch Civil Code is entitled. entitled to dissolve the agreement by written statement, unless MaNima Technologies BV
- - is then still prepared to execute the agreement on the basis of the originally agreed upon
- - if the price increase results from a power or from Luxalight B.V. resting obligation under the law
- - if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;
- - or, on delivery of a good, if it is stipulated that the delivery will take place more than three months after the purchase
Article 4. Suspension, dissolution and premature termination of the agreement
- MaNima Technologies B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or timely fulfill the obligations under the agreement, after the conclusion of the agreement MaNima Technologies B.V. circumstances that come to light give good reason to fear that the Client will not fulfill the obligations if the Client was requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part of the Client no longer of MaNima Technologies BV may be required to fulfill the agreement under the originally agreed conditions.
- Furthermore, MaNima Technologies B.V. authorized to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected of MaNima Technologies B.V. can be taken.
- If the agreement is dissolved, the claims of MaNima Technologies B.V. on the Client immediately due and payable. If MaNima Technologies B.V. suspends fulfillment of the obligations, he retains his rights under the law and the agreement.
- If MaNima Technologies B.V. proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs in any way.
- If the dissolution is attributable to the Client, MaNima Technologies B.V. entitled to compensation for damage, including costs, arising directly and indirectly from this.
- If the Client fails to fulfill its obligations under the agreement and this non-compliance justifies termination, MaNima Technologies B.V. is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client is obliged to pay compensation or compensation on account of default.
- If the agreement is terminated prematurely by MaNima Technologies B.V., MaNima TEchnoligies B.V. ensure, in consultation with the Client, the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of work for MaNima Technologies B.V. entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless MaNima Technologies B.V. otherwise.
- In case of liquidation, (application for) suspension of payments or bankruptcy, attachment - if and insofar as the attachment has not been lifted within three months - will be charged to the Client, debt restructuring or any other circumstance as a result of which the Client will not MaNima Technologies BV can freely dispose of its assets for longer free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of MaNima Technologies B.V. in that case, the Client is immediately due and payable.
- If the Client cancels a placed order in whole or in part, then the work that has been performed and the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, be charged in full to the Client.
Article 5. Force majeure
- MaNima Technologies B.V. is not obliged to comply with any obligation to the Client if he is hindered to do so as a result of a circumstance that is not due to fault and is not at his expense under the law, a legal act or prevailing opinions.
- Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and case law, all external causes, foreseen or unforeseen, on which MaNima Technologies B.V. cannot exercise influence, but as a result of which MaNima Technologies B.V. is unable to fulfill its obligations. Strikes in the company of MaNima Technologies B.V. including third parties. MaNima Technologies B.V. is also entitled to invoke force majeure if the circumstance that prevents (further) compliance with the agreement occurs after MaNima Technologies B.V. should have fulfilled his commitment.
- MaNima Technologies B.V. can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
- As much as MaNima Technologies B.V. at the time of the occurrence of force majeure, his obligations under the agreement have been partially fulfilled or will be able to fulfill them, and MaNima Technologies B.V. is entitled to independent and fulfilled part. entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
- Payment must always be made within 30 days of the invoice date, by MaNima Technologies B.V. manner to be indicated in the currency in which the invoice was made, unless stated otherwise in writing by MaNima Technologies B.V. indicated. MaNima Technologies B.V. is entitled to invoice periodically.
- If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client then owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the claimable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- MaNima Technologies B.V. has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal and accrued interest. Luxalight B.V. can, without being in default, refuse an offer for payment, if the Client designates a different order for the allocation of the payment. MaNima Technologies B.V. can refuse full repayment of the principal if the outstanding and accrued interest and collection costs are not also paid.
- The Client is never entitled to set off the amount it has paid MaNima Technologies B.V. due. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to section 6.5.3 (articles 231 up to and including 247 book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. If MaNima Technologies B.V. however has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.
Article 7. Retention of title
- The information provided by MaNima Technologies B.V. in the context of the agreement. Delivered remains the property of Luxalight B.V. until the Client fulfills all obligations arising from MaNima Technologies B.V. concluded agreement (s) has been properly fulfilled.
- The information provided by MaNima Technologies B.V. delivered goods, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way what is subject to the retention of title.
- The Client must always do everything that can reasonably be expected of him to respect the property rights of MaNima Technologies B.V. to secure. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to pay MaNima Technologies B.V. inform them immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and the policy of this insurance on request to MaNima Technologies B.V. to make available for inspection. In the event of any payment of the insurance, MaNima Technologies B.V. entitled to these tokens. To the extent necessary, the Client undertakes to MaNima Technologies B.V. in advance to cooperate with everything that may prove to be necessary or desirable in that context.
- In case MaNima Technologies B.V. The Client gives MaNima Technologies B.V. unconditional and irrevocable permission in advance to exercise its property rights as referred to in this article and by MaNima Technologies B.V. designate third parties to enter all those places where the properties of MaNima Technologies B.V. and take it back.
Article 8. Guarantees, research and complaints, limitation period
- The by MaNima Technologies B.V. goods to be delivered meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to items that are intended for use within the Netherlands. When used outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and meet the conditions set for it. MaNima Technologies B.V. in that case may impose other guarantees and other conditions with regard to the goods to be delivered or work to be performed.
- The guarantee referred to in paragraph 1 of this article applies for a period of 2 years after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the by MaNima Technologies B.V. warranty provided concerns an item that was produced by a third party, then the warranty is limited to that provided by the producer of the item, unless stated otherwise.
- Any form of warranty lapses if a defect has arisen as a result of or resulting from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties, without the written permission of MaNima Technologies BV, the Client or third parties have made changes or attempted to make changes to the item, confirmed other items that should not be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances where MaNima Technologies B.V. cannot influence, including weather conditions (such as, for example, but not limited to, extreme rainfall or temperatures), etc.
- The Client is obliged to examine the delivered goods (or have them inspected) immediately when the goods are made available to him or the relevant work has been carried out. In doing so, the Client should investigate whether the quality and / or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be submitted to MaNima Technologies B.V. in writing within fourteen days after delivery. to be reported. Any invisible defects must be reported to MaNima Technologies B.V. in writing immediately, but in any case no later than fourteen days after discovery thereof. to be reported. The notification must contain a description of the defect as detailed as possible, so that MaNima Technologies B.V. is able to respond adequately. The Client must submit MaNima Technologies B.V. to give you the opportunity to investigate a complaint or have it investigated.
- If the Client complains in time, this does not suspend his payment obligation. In that case, the Client will also be obliged to purchase and pay for the items otherwise ordered and for what purpose MaNima Technologies B.V. commissioned.
- If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
- If it is established that a good is defective and a complaint has been made in this respect in time, MaNima Technologies B.V. the defective item within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, at the choice of MaNima Technologies B.V. , replace or take care of repair thereof or pay replacement compensation to the Client. In case of replacement, the Client is obliged to report the replaced item to MaNima Technologies B.V. to return and the ownership thereof to MaNima Technologies B.V. unless MaNima Technologies B.V. otherwise.
- If it is established that a complaint is unfounded, then the costs will arise, including the investigation costs, on the part of MaNima Technologies B.V. fell thereby, entirely for the account of the Client.
- After the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against MaNima Technologies B.V. and the by MaNima Technologies B.V. third parties involved in the performance of an agreement, one year.
Article 9. Liability
If MaNima Technologies B.V. should be liable, then this liability is limited to what is arranged in this provision.
MaNima Technologies B.V. is not liable for damage, of whatever nature, caused by MaNima Technologies B.V. is based on incorrect and / or incomplete information provided by or on behalf of the Client.
If MaNima Technologies B.V. should be liable for any damage, then the liability of MaNima Technologies B.V. limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of MaNima Technologies B.V. is in any case always limited to the amount of the payment from its insurer, if applicable.
- MaNima Technologies B.V. is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred due to the faulty performance of MaNima Technologies B.V. to comply with the agreement, insofar as it concerns MaNima Technologies B.V. and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. MaNima Technologies B.V. is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of MaNima Technologies B.V. or its supervisors.
Article 10. Indemnification
- The Client indemnifies MaNima Technologies B.V. for any claims by third parties who suffer damage in connection with the execution of the agreement and the cause of which is other than to MaNima Technologies B.V. is imputable. If MaNima Technologies B.V. the Client is held liable for this reason by MaNima Technologies B.V. assist both in and out of court and immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, MaNima Technologies B.V. is entitled, without notice of default, to do so itself. All costs and damage on the part of MaNima Technologies B.V. and third parties created as a result are fully for the account and risk of the Client.
Article 11. Intellectual property
- Luxalight B.V. reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. Luxalight B.V. has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is brought to the notice of third parties.
Article 12. Applicable law and disputes
- To all legal relationships whereby MaNima Technologies B.V. is a party, only Dutch law applies, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The judge in the place of business of MaNima Technologies B.V. is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, MaNima Technologies B.V. the right to submit the dispute to a court that has jurisdiction according to the law.
- Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.
Article 13. Location and change of conditions
- These conditions have been filed with the Chamber of Commerce South East Brabant.
- The most recently filed version or the version that applied at the time of the establishment of the legal relationship with MaNima Technologies B.V. is always applicable.
- The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.