Terms and conditions
ARTIKEL 1. | DEFINITIONS
In these general terms and conditions, the following terms, including those conjugated in the pler or singular, are used in the following meaning, insofar as the nature or meaning of the clauses does not result otherwise.
1. Reline Specialist: the user of these general terms and conditions, established at Nieuwe Rijn 31A in Leiden, registered in the Commercial Register under Chamber of Commerce number 867483647..
2. Client: any natural or legal person with whom Reline Specialist has concluded or intends to conclude an agreement.
3. Consumer: the client as referred to in the previous paragraph, a natural person who does not act in the exercise of a profession or business within the framework of the agreement.
4. Parties: Reline Specialist and the client jointly.
5. Agreement: any agreement concluded between Reline Specialist and the client, with which Reline Specialist has committed to the performance of work.
6. Activities: all activities to be performed under the agreement by or on behalf of Reline Specialist and/or services to be provided with regard to the detection of one or more leaks.
7. Written: in addition to traditional written communication, communication by e-mail or any other mode of communication that can be equated with this with a view to the state of the art and the prevailing views in social transactions.
ARTICLE 2. | GENERAL PROVISIONS
1. These general terms and conditions apply to every offer of Reline Specialist and every agreement concluded between Reline Specialist and the client, respectively their legal successors.
2. These general terms and conditions also apply to contracts for the execution of which third parties are involved.
3. If and insofar as this has not been expressly and in writing deviated from this, any general terms and conditions of the client, under any name, indicated, do not apply to the agreement. If it has been expressly agreed that the general terms and conditions of the client also apply to the agreement, in the event of a conflict between the provisions of the present general terms and conditions and the general terms and conditions of the client, only the provisions of the present general terms and conditions shall apply.
4. The provisions of these general terms and conditions can only be deviated from expressly and in writing. If and to the extent that what parties have expressly and agreed in writing deviates from the provisions of these general terms and conditions, what parties have expressly and in writing shall apply.
5. The annulment or nullity of one or more of the provisions of these general terms and conditions or the agreement as such shall not be affed to the validity of the remaining clauses. Where appropriate, the parties are obliged to enter into mutual agreement in order to make a substitute settlement with regard to the affected clause. The purpose and scope of the original provision shall be taken into account as far as possible.
ARTICLE 3. | OFFER AND AGREEMENT
1. Every offer from Reline Specialist is without obligation, even if a term of acceptance is stated in it. Reline Specialist can still revoke its offer without delay after its acceptance by the client.
2. If the offer of Reline Specialist is based on the information provided by the client, the client is responsible for the accuracy and completeness of that data. The client cannot derive any rights from an offer from Reline Specialist that is based on incorrect or incomplete information provided by the client.
3. Furthermore, the client cannot derive any rights from an offer from Reline Specialist that contains an obvious error or mistake.
4. Each agreement is concluded by offer and acceptance. If the acceptance of the client deviates from the offer of Reline Specialist, the agreement will not be concluded in accordance with this deviating acceptance, unless Reline Specialist indicates otherwise.
5. A composite quotation does not oblige Reline Specialist to comply with part of the offer at a corresponding part of the stated price.
6. An offer from Reline Specialist does not automatically apply to follow-up agreements. Insofar as no changes have been made to this, these general terms and conditions also apply to follow-up agreements without Reline Specialist being obliged to make these general terms and conditions available to the client again and again.
7. If the client (partly) concludes the agreement on behalf of another natural or legal person, he declares to be authorized to do so by entering into the agreement. In addition to this (legal) person, the client is jointly and severally liable for the fulfillment of the obligations under that agreement.
ARTICLE 4. | PERFORMANCE OF THE ACTIVITIES AND OBLIGATIONS OF THE CLIENT
1. Reline Specialist will carry out the work to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship, all on the basis of the state of science known at that time.
2. The results resulting from the work are not only dependent on the efforts of Reline Specialist, but also on factors that are outside the sphere of influence of Reline Specialist. Reline Specialist makes efforts to achieve the intended results (including the discovery of the leak(s) in particular), however, Reline Specialist undertakes exclusively to make an effort obligation, without being able to guarantee that the intended results will actually be achieved.
3. The client guarantees that he provides all cooperation to make it possible for Reline Specialist to carry out the work in a timely and proper manner. In particular, the client provides Reline Specialist with all information (including documents and any contact details of third parties) in a timely manner that is reasonably necessary for the design and execution of the work.
4. If the client provides Reline Specialist with information carriers, electronic files, software and the like, the client guarantees that they are free of viruses and defects.
5. If it has been agreed that the work will be carried out in phases, Reline Specialist may 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.
6. The client must ensure the correct and timely execution of all facilities, facilities and other conditions necessary for the execution of the work. Furthermore, the client must ensure for his own account and risk that:
– Reline Specialist obtains access to the place of execution at the agreed time and he can carry out the work during normal working hours.
– Reline Specialist has free access to all items and facilities reasonably desired by him for the execution of the work that are present at the location of execution.
– Drain pipes are accessible for camera inspection and/or work to be carried out (coating/relining). All activities involved in making drain pipes accessible, such as disassembling (and reassembling) tiles, discharge devices and the like, are never part of the tasks of Reline Specialist.
ARTICLE 5. | TERMS AND THIRD PARTIES
1. Reline Specialist endeavours to meet the execution deadlines agreed between the parties, however, these deadlines only concern indicative, non-fatal deadlines. The default of Reline Specialist does not occur earlier than after the client has given Reline Specialist in default in writing stating a reasonable period of time for performance and Reline Specialist is still in default with the performance after the expiry of the latter period.
2. If a proper execution of the agreement requires this in the opinion of Reline Specialist, Reline Specialist is authorized to involve third parties in the execution of the agreement. For the execution of the work, Reline Specialist may therefore not use independent assistants who are subordinate to him. Articles 7:404 and 7:407 paragraph 2 and 7:409 of the Civil Code do not apply to the agreement.
3. The Choice Of Certain Helpers As In The Previous Member Is Exclusively Up To Reline Specialist.
4. These general terms and conditions are also stipulated for the benefit of any non-subordinate self-employed assistants that Reline Specialist involves in the execution of the agreement. Therefore, these third parties may, insofar as the rights or obligations of their nature or scope cannot be exclusively reserved to Reline Specialist, invoke the provisions of these general terms and conditions against the client as would she, instead of Reline Specialist, be a party to the agreement.
5. It is possible that non-seronated self-employed assistants who, in connection with the implementation of the agreement by Reline Specialist, want to limit their liability in this regard. Reline Specialist assumes, and hereby determines if necessary, that all assignments given to him contain the authority to accept such a limitation of liability on behalf of the client.
ARTICLE 6. | CANCELLATION OF THE AGREEMENT
1. Both parties are entitled at any time to unilaterally terminate the agreement by termination. Such termination must be made in writing and with a reason.
2. If the client terminates the agreement, Reline Specialist is entitled to claim compensation for the loss of profit resulting from, i.e. the full agreed price, plus any expenses already incurred, less any savings for Reline Specialist arising as a result of the termination for Reline Specialist.
3. If the client terminates the contract, Reline Specialist will, at the request of the client, take care of the transfer to a third of the work still to be performed. If there are additional costs associated with this for Reline Specialist, these costs will be additionally borne by the client.
ARTICLE 7. | CHANGE OF THE AGREEMENT AND ADDITIONAL WORK
1. If during the execution of the agreement it appears that it is necessary for a proper completion of the agreement to amend the agreement (including a supplement to the agreement), then the parties will proceed to adjust the agreement in a timely manner and in mutual agreement. If the nature, scope or content of the agreement is changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the agreed price or price payable by the client can be increased. In the case of a fixed contract fee, Reline Specialist will quote it in advance as much as possible.
2. In the event of additions or changes to the agreed by the client, the associated additional costs will be borne by the client. Reline Specialist will inform the client in a timely manner about the need to calculate the costs in this way, unless the client should have understood this necessity on his own.
3. By changing the agreement, the originally specified period of execution can be changed. The client accepts the possibility of amending the agreement, including any change in price and period of execution. If the agreement is changed, Reline Specialist is only entitled to implement it after the client has agreed to any adjusted price and other conditions, including the time to be determined at which (fursitional) execution of the agreement will be given. The non-execution or not immediately execution of the amended agreement also does not result in a shortcoming of Reline Specialist and is no basis for the client to dissolve the agreement.
4. If cost-increasing circumstances arise or come to light after the conclusion of the agreement, which can be attributed to the client on the basis of incorrect information provided by him, the additional costs are at his expense, unless Reline Specialist should have discovered the incorrectness of the information provided by the client before determining the price. Reline Specialist will inform the client in good time about the need to calculate the costs in this time.
5. Without being in trent, Reline Specialist may refuse a request to amend the agreement if compliance with the amended agreement cannot reasonably be required of him.
6. Agreements aimed at additional work shall, subject to the provisions of the rest of this article, take place in mutual agreement and shall be recorded in writing as far as possible
ARTICLE 8. | CONDUCTING A SECOND INVESTIGATION
1. If the client has followed the advice of Reline Specialist in the context of the first investigation, but the leak could nevertheless not be remedied, Reline Specialist will, without prejudice to the provisions of the following paragraph, carry out a second examination at a reduced rate. The reduced rate is reasonably determined and agreed.
2. If it turns out as a result of the second investigation that it was previously provided advice by Reline Specialist, the costs of the second investigation will be charged to the client at the usual rates. This may be the case, among other things, if the repair work has been carried out by a third party incompetently or if a second, independent of the original leak has revealed.
3. With regard to a second investigation, Article 4.2 shall apply in full.
4. After the second investigation, no third investigation will take place at a reduced rate. Subsequent investigations are therefore excluded, except to the extent that the parties agree that they will be carried out against payment of the usual rates.
ARTICLE 9. | GUARANTEE
1. Subject to the restrictions set out below, Reline Specialist guarantees the proper functioning of the goods delivered by it only to the extent that these are guaranteed and complied with by its relevant suppliers or manufacturers in accordance with the provisions relating to the guarantee. In this regard, Reline Specialist will never be liable for any performance other than the transfer of its rights against the manufacturer to the client by delivery of the relevant warranty certificates.
2. Warranty does not apply if the errors are the result of improper use by the client and/or third parties engaged by him, normal wear and tear or if it concerns causes other than defective material or manufacture.
3. Warranty on the coating/relining of drainage pipes only according to written recording, after recording and/or delivery. Article 4.6 shall apply in full to work under warranty.
4. Any warranty claim lapses if third parties, without prior knowledge and consent of Reline Specialist, have carried out work that can be related to the work performed for which warranty is invoked.
ARTICLE 10. | COMPLAINTS
1. Any complaints about the work performed must be submitted in writing to Reline Specialist within 14 days of the invoice date, but no later than 21 days after completion of the work. The complaint should contain as detailed a description of the complaint as possible so that Reline Specialist is able to respond adequately.
2. Complaints regarding the amount of invoice amounts must be submitted in writing to Reline Specialist within 10 days of the invoice date.
3. If the client does not complain in a timely manner, there is no obligation for Reline Specialist from such a complaint.
4. Even if the client complains in a timely manner, the client’s obligation to pay and further fulfill the agreement remains.
5. In the event that the complaint about the work performed is well- founded, Reline Specialist will still carry out the work, taking into account the provisions of Article 8, unless this has already become demonstrably pointless for the client. If the performance of the work has become demonstrably meaningless for the client, this must be made known in writing by the client. If the performance of the work has become demonstrably meaningless for the client, Reline Specialist will only be liable within the limits of Article 14.
ARTICLE 11. | SUSPENSION AND DISSOLUTION
1. Reline Specialist is, if the circumstances of the case reasonably justify, authorized to suspend the execution of the agreement or to dissolve the agreement in whole or in part with immediate effect, if and insofar as the client does not fulfill his obligations under the agreement, does not fulfill it in a timely manner or not completely, or if circumstances learned after the conclusion of the agreement give Reline Specialist good reason to fear that the client will not fulfill its obligations. If the fulfillment of the obligations of the client with respect to which he fails or threatens to fall short is not permanently impossible, the authority to dissolve arises only after the client has been notified in writing, in which notice of default a reasonable period is stated within which the client can (still) fulfill his obligations and the performance after expiry of the latter referred period has still failed.
2. If the client is in a state of bankruptcy, has applied for (provisional) suspension of payment, any attachment has been made on his property or in cases where the client cannot otherwise freely dispose of his assets, Reline Specialist is entitled to dissolve the agreement with immediate effect.
3. The client never makes claim to any form of compensation in connection with the right of suspension or dissolution exercised by Reline Specialist under this article.
4. The client is obliged to compensate Reline Specialist for the damage suffered as a result of the suspension or termination of the agreement.
5. If Reline Specialist dissolves the agreement pursuant to this article, all claims against the client are immediately due.
ARTICLE 12. | FORCE MAJEURE
1. Reline Specialist is not obliged to fulfy any obligation under the agreement if and insofar as he is hindered to do so by a circumstance that cannot be attributed to him under the law, a legal act or according to the prevailing views in social traffic. Force majeure also means illness and incapacity for work of the actual contractor.
2. Reline Specialist is also entitled to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after Reline Specialist had to fulfill its obligations.
3. During the period of force majeure, the contractual obligations of the parties are suspended.
4. If the performance of the agreement becomes permanently impossible due to force majeure, or the force majeure situation continues longer than two months, the parties are entitled to dissolve the agreement with immediate effect.
5. If Reline Specialist has already partially fulfilled its obligations at the time of the occurrence of the force majeure situation or can only partially meet its obligations, he is entitled to invoice the already executed part or enforceable part of the agreement separately, unless that part is not entitled to an independent value.
6. Damage resulting from force majeure is, without prejudice to the application of the previous paragraph, never eligible for compensation.
ARTICLE 13. | PRICES, COSTS AND PAYMENTS
1. Unless expressly stated otherwise by Reline Specialist, the amounts stated by Reline Specialist and payable by the client are exclusive of VAT, excluding any other government levies and excluding any expenses to be incurred in the context of the agreement.
2. Payment must be made within the agreed period, but no later than 30 days after the invoice date, in the manner specified by Reline Specialist.
3. Payment must be made without any claim to set-off, except to the extent that the law and is in the way of the consumer.
4. If timely payment is omitted, the default of the client shall take effect by operation of law. From the day the default occurs, the client owes interest of 1% per month on the amount payable, whereby a part of a month is classified as a whole month. By way of derogation from the previous sentence, the then applicable statutory (commercial) interest shall apply if it is higher than the aforementioned contractual interest.
5. If the client is in a state of bankruptcy, has applied for (provisional) suspension of payment, any seizure has been made on his property or in cases where the client cannot otherwise freely dispose of his assets, the claims that Reline Specialist still has against the client are immediately payable.
6. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred to obtain amounts owed by the client, shall be borne by the client. The extrajudicial collection costs amount to 15% of the outstanding amount, with a minimum of € 40,- (say: forty euros), but on the understanding that if the costs actually incurred by Reline Specialist exceed this, they are also eligible for reimbursement.
7. The provisions of the previous paragraph are without refrid to the fact that the provisions of the Collection Costs Act are not deviated from to the detriment of a consumer.
ARTICLE 14. | LIABILITY AND INDEMNITY
1. Reline Specialist, without prejudice to the provisions of the rest of these general terms and conditions, is not liable for damage in connection with or damage caused by:
– An inaccuracy in the data provided by the client.
– The use of facilities, aids or other items made available by the client.
– Any other shortcoming in the fulfillment of the obligations of the client arising from the law or the agreement.
– Another circumstance that cannot be attributed to Reline Specialist.
2. Reline Specialist accepts no liability for damage caused by leakage and/or the continuation thereof, nor for damage caused by non-achieved results or damage suffered by the client as a result of following advice provided by Reline Specialist, e.a. except insofar as there is intent or deliberate recklessness of Reline Specialist.
3. In the investigation of a leak, an endoscope camera will sometimes be used for which a hole/opening often needs to be made in, for example, a wall or ceiling. This is only done after consultation and with the consent of the client. Reline Specialist is never liable for the sealing/repairing of such holes/openings as well as possible consequential damage, such as damaging a pipe.
4. Reline Specialist accepts no liability for damage caused by water and/or dyes loading installations and structural components, pressuring installations and opening/closing taps and valves.
5. Reline Specialist accepts no liability for damage arising in the context of an agreement that the client has entered into with a third party.
6. Reline Specialist is never liable for indirect damage, including loss suffered, lost profits and damage resulting from business stagnation. Reline Specialist is, without prejudice to the provisions of the rest of these general terms and conditions and in particular the provisions of paragraph 7 of this article, to be held liable to the client only for direct damage suffered by the client as a result of an recropotable failure of Reline Specialist in the performance of the agreement. Treatable shortcoming is to be understood as a shortcoming that a good and careful professional can and should avoid, taking into account normal attention and the professional knowledge and resources required for the performance of the services.
7. Reline Specialist has the right at all times to repair and/or limit the damage of the client for which Reline Specialist is liable, despite the provisions of these general terms and conditions. The client must give Reline Specialist the opportunity to do so, failing which any liability of Reline Specialist in this regard shall lapse.
8. The liability of Reline Specialist is limited to a maximum of the invoice value of the contract, at least to that part of the agreement to which the liability of Reline Specialist relates, on the understanding that the liability of Reline Specialist will never exceed the amount that in the relevant case under the liability insurance taken out of Reline Specialist, is actually paid, plus any deductible of Reline Specialist that applies under that insurance.
9. The client indemnifies Reline Specialist from any claims and third-party claims for damage the cause of which is attable to others than Reline Specialist. If Reline Specialist may be lied upon by third parties on this basis, the client is obliged to assist Reline Specialist both outside and in court and to do without delay everything that can reasonably be expected of him in that case. If the client fails to take adequate measures, Reline Specialist, without notice of default, is entitled to do so himself. All costs and damages on the part of Reline Specialist and/or third parties as a result are fully borne and at the risk of the client.
ARTICLE 15. | CONFIDENTIALITY
1. Reline Specialist will carefully store and keep confidential information, such as confidential company data and data files of the client and other confidential data brought to the attention of Reline Specialist in the execution of the agreement, insofar as a power to the contrary does not result from the nature or scope of the agreement. The client, his staff and any third parties engaged by him are also obliged to keep confidential information directly or indirectly from Reline Specialist.
2. Information is considered confidential if this has been communicated by the parties or results from the nature of the information.
3. Parties will only use confidential information received from each other for the purpose for which it was provided.
4. The obligations under this article do not apply if one of the parties under the law or a judicial decision is obliged to provide confidential information to third parties. In that case, the other party will never have the right to terminate the agreement or to compensation for any damage caused by this.
ARTICLE 16. | INTELLECTUAL PROPERTY
1. Reline Specialist reserves all intellectual property rights and powers to which it is entitled under the law, such as the Copyright Act.
2. The ownership of models, methodologies and instruments developed and/or applied by or on behalf of Reline Specialist within the framework of the agreement remains with Reline Specialist. These may only be made public by the client after obtaining written permission from Reline Specialist.
3. All documents provided by Reline Specialist in the context of the agreement for the client, such as reports, advice, designs, sketches, drawings, etc., may only be used and multiplied by the client for the client’s own use. These documents may not be made public or brought to the attention of third parties by the client without the prior written consent of Reline Specialist, except insofar as the nature of the documents in question results otherwise.
4. Reline Specialist is entitled to use the knowledge gained by the execution of the agreement for other purposes provided that confidential information about the client is not brought to the attention of third parties.
ARTICLE 17. | CONTRACTING BAN
1. During the term of the agreement until two years after its termination, the client is not permitted to employ employees of Reline Specialist or third parties who have been involved in the execution of the agreement on behalf of Reline Specialist, or otherwise to have them work for himself.
2. The client shall forget, without judicial intervention, an immediately payable fine of € 100,000 (i.e. one hundred thousand euros) in case of violation of the prohibition referred to in paragraph 1.
ARTICLE 18. | FINAL PROVISIONS
1. Only Dutch law applies to any agreement and all legal relationships arising between the parties, even if the client is established or residing outside the Netherlands.
2. Reline Specialist reserves the right to change these general terms and conditions, on the understanding that the amended general terms and conditions do not apply to agreements that have already been concluded. Amended general terms and conditions will be made available at the latest when a new agreement is concluded.
3. The parties will not appeal to the court earlier than after they have made the best efforts to settle the dispute by mutual agreement.
4. Insofar as the law does not deviate compulsorily, only the competent court within the district of the place of business of Reline Specialist will be designated to become aware of legal disputes.