General Terms and Conditions • Wijtypen

Article 1. General & Applicability

These terms and conditions apply to every offer, quotation, and agreement between Wijtypen (hereinafter referred to as “Contractor”) and a Client to whom the Contractor has declared these terms applicable, unless the parties have explicitly and in writing agreed otherwise.

These terms and conditions also apply to agreements with the Contractor for the performance of which the Contractor needs to involve third parties.

The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.

If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or annulled, the remaining provisions of these general terms and conditions shall remain fully in effect. The Contractor and the Client shall then consult with each other in order to agree on new provisions to replace the null or annulled provisions, taking into account, as far as possible, the purpose and intent of the original provisions.

In case of ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be based on the “spirit” of these provisions.

Situations not regulated in these general terms and conditions shall be assessed according to the spirit of these terms and conditions.

If the Contractor does not always require strict compliance with these terms and conditions, this does not imply that the provisions are not applicable or that the Contractor forfeits the right to require strict compliance in other cases.

These general terms and conditions apply to all offers, quotations, agreements entered into by the Contractor, services performed, and all other acts carried out by the Contractor.

By signing an agreement with the Contractor, the Client acknowledges having read and agreed to these general terms and conditions.

Artikel 2. Offertes en aanbiedingen

All quotations and offers by the Contractor are non-binding unless a term for acceptance is specified. If no acceptance period is indicated, no rights can be derived from the offer if the product is no longer available in the meantime.

The Contractor cannot be held to an offer or quotation if the Client could reasonably understand that it contains an obvious mistake or error.

Prices stated in a quotation or offer are exclusive of VAT, other government levies, and any costs associated with the agreement (including travel, accommodation, shipping, and administrative costs) unless otherwise indicated.

If acceptance (even if only partially) deviates from the offer, the Contractor is not bound by it. The agreement will not be established according to the deviating acceptance unless the Contractor indicates otherwise.

A composite quotation does not oblige the Contractor to perform a part of the assignment at a corresponding portion of the quoted price. Offers or quotations do not automatically apply to future orders.

The Contractor is only bound by offers if acceptance is confirmed in writing and signed by the Client within three months, unless otherwise stated.

Changes to the originally concluded agreement are only valid when both parties accept them in a supplementary or amended agreement.

The agreement between Contractor and Client is entered into for an indefinite period unless otherwise implied by the nature of the agreement or explicitly agreed in writing.

Offers or quotations do not automatically apply to future assignments.

Artikel 3. Contractsduur; uitvoeringstermijnen, risico-overgang, uitvoering en wijziging overeenkomst; prijsverhoging

All quotations and offers by the Contractor are non-binding unless a term for acceptance is specified. If no acceptance period is indicated, no rights can be derived from the offer if the product is no longer available in the meantime. The Contractor cannot be held to an offer or quotation if the Client could reasonably understand that it contains an obvious mistake or error. Prices stated in a quotation or offer are exclusive of VAT, other government levies, and any costs associated with the agreement (including travel, accommodation, shipping, and administrative costs) unless otherwise indicated. If acceptance (even if only partially) deviates from the offer, the Contractor is not bound by it. The agreement will not be established according to the deviating acceptance unless the Contractor indicates otherwise. A composite quotation does not oblige the Contractor to perform a part of the assignment at a corresponding portion of the quoted price. Offers or quotations do not automatically apply to future orders. The Contractor is only bound by offers if acceptance is confirmed in writing and signed by the Client within three months, unless otherwise stated. Changes to the originally concluded agreement are only valid when both parties accept them in a supplementary or amended agreement.

The Contractor will execute the agreement to the best of their knowledge and ability, in accordance with good professional practice, based on the state of knowledge at that time.
The Contractor may have certain work carried out by third parties. Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code are expressly excluded.
If work is carried out by the Contractor or third parties at the Client’s location, the Client shall provide the necessary facilities free of charge.
Delivery occurs at the Contractor’s premises. The Client must accept the goods when made available. If the Client refuses or fails to provide necessary information or instructions, the Contractor may store the goods at the Client’s risk and expense. Risk of loss, damage, or depreciation transfers to the Client upon availability.
The Contractor may execute the agreement in phases and invoice each phase separately.

Opdrachtnemer zal de overeenkomst naar beste inzicht en vermogen en overeenkomstig de eisen van goed vakmanschap uitvoeren. Een en ander op grond van de op dat moment bekende stand der wetenschap.

The Contractor may have certain work carried out by third parties. Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code are expressly excluded.

If work is carried out by the Contractor or third parties at the Client’s location, the Client shall provide the necessary facilities free of charge.

Delivery occurs at the Contractor’s premises. The Client must accept the goods when made available. If the Client refuses or fails to provide necessary information or instructions, the Contractor may store the goods at the Client’s risk and expense. Risk of loss, damage, or depreciation transfers to the Client upon availability.

The Contractor may execute the agreement in phases and invoice each phase separately.

If the agreement is executed in phases, the Contractor may suspend subsequent phases until the Client has approved the previous phase in writing.

The Client shall ensure that all information indicated by the Contractor as necessary, or which the Client should reasonably understand to be necessary for performing the agreement, is provided to the Contractor in a timely manner. If the information required for the execution of the agreement is not provided on time, the Contractor has the right to suspend the execution of the agreement and/or charge the Client for any additional costs arising from the delay, in accordance with the then applicable rates. The execution period shall not commence until the Client has made the information available to the Contractor. The Contractor is not liable for any damage of any kind resulting from reliance on incorrect or incomplete information provided by the Client.

If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement it for proper performance, the parties shall timely and mutually agree on adjustments to the agreement. If the nature, scope, or content of the agreement is changed whether at the request or instruction of the Client, by the competent authorities, or otherwise and this results in qualitative and/or quantitative changes to the agreement, it may have consequences for what was originally agreed upon. Consequently, the originally agreed amount may be increased or decreased. The Contractor will provide a cost estimate in advance wherever possible. Furthermore, a modification of the agreement may result in changes to the originally specified execution period. The Client accepts the possibility of amendments to the agreement, including adjustments to the price and execution timeframe.

If the agreement is amended, including any additions, the Contractor is entitled to commence performance only after approval has been given by the person authorized within the Contractor and the Client has agreed to the price and other conditions specified for the performance, including the timeframe determined for its execution.
Failure to perform, or any delay in performing, the amended agreement does not constitute a breach by the Contractor and does not give the Client grounds to terminate or cancel the agreement.

The Contractor may refuse requested changes if they could affect quality or quantity.

If the Client fails to properly fulfill obligations, they are liable for all resulting direct or indirect damages to the Contractor.

If the Contractor and the Client agree on a fixed fee or fixed price, the Contractor shall nevertheless at all times be entitled to increase this fee or price without the Client being entitled to terminate the agreement on that basis, provided that the price increase results from a legal authority or obligation, from a rise in the cost of raw materials, wages, etc., or from other circumstances that could not reasonably have been foreseen at the time the agreement was concluded.

If a price increase (other than due to an agreement change) exceeds 10% within three months, only the Client invoking Dutch Civil Code Title 5, Section 3 (Book 6) may dissolve the agreement, unless the Contractor agrees to fulfill the original terms. The Contractor may suspend or terminate the agreement if the Client fails to fulfill obligations, or circumstances make continued performance impossible or unreasonable. Claims by the Contractor are immediately due. Suspension or termination does not result in liability for damages by the Contractor.
1. unless the Contractor is still willing to execute the agreement based on the originally agreed terms;
2. if the price increase results from a legal authority or an obligation resting on the Contractor under the law;
3. if it has been agreed that delivery will take place more than three months after the conclusion of the agreement;
4. or, in the case of delivery of goods, if it has been agreed that delivery will take place more than three months after the purchase.

Artikel 4. Opschorting, ontbinding en tussentijdse opzegging van de overeenkomst

The Contractor is entitled to suspend the fulfillment of obligations or to terminate the agreement if the Client fails to fulfill the obligations under the agreement, fails to do so fully, or does not do so in a timely manner, if circumstances that came to the Contractor’s attention after the conclusion of the agreement 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 it can no longer be reasonably expected of the Contractor to fulfill the agreement under the originally agreed conditions.

Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise that make the fulfillment of the agreement impossible or if other circumstances arise that make it unreasonable to expect the Contractor to maintain the agreement unchanged.

If the agreement is terminated, the claims of the Contractor against the Client become immediately due and payable. If the Contractor suspends the fulfillment of obligations, he retains his rights under law and the agreement.

If the Contractor proceeds with suspension or termination, he is in no way obliged to compensate for any damage or costs that may arise as a result.

If the termination is attributable to the Client, the Contractor is entitled to compensation for damages, including costs, arising directly or indirectly therefrom.

If the Client fails to fulfill its obligations under the agreement, and such failure justifies termination, the Contractor shall be entitled to immediately terminate the agreement without any obligation to pay compensation or damages. The Client, however, shall remain liable for compensation or damages due to its breach of contract.

If the agreement is terminated early by the Contractor, the Contractor shall, in consultation with the Client, ensure the transfer of any remaining work to a third party, unless the termination is attributable to the Client. If the transfer of work entails additional costs for the Contractor, these costs shall be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.

In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment insofar as the attachment is not lifted within three months of the Client’s assets, debt restructuring, or any other circumstance preventing the Client from freely disposing of his assets, the Contractor is entitled to terminate the agreement immediately or cancel the order or agreement, without any obligation on his part to pay compensation or damages. The claims of the Contractor against the Client are immediately due and payable in such cases.

If the Client cancels a placed order, in whole or in part, the work already performed and the ordered or prepared items, including any transport and delivery costs and the labor time reserved for the execution of the agreement, will be charged in full to the Client.

A service agreement with a price exceeding two thousand (2,000) euros must be cancelled in writing at least 2 weeks before the start date or 4 weeks before the delivery date. If the Client cancels within this 2- or 4-week period, 75% of the agreed amount will be charged and must be paid by the Client. Cancellation within 48 hours of the start or delivery date will be charged in full. A service agreement with a price of less than two thousand (2,000) euros must be cancelled 2 weeks before the start date or 3 weeks before the delivery date. If cancellation occurs within this 2- or 3-week period, the Client is obliged to pay 75% of the agreed amount. Cancellation within 48 hours of the start or delivery date will be charged in full. If the Client fails to appear on the start or delivery date, the full amount will be charged. In view of the foregoing, all additional cancellation costs, whether direct or indirect, will be fully borne by the Client.

Artikel 5. Overmacht

The Contractor shall not be obliged to fulfill any obligation towards the Client if prevented from doing so due to circumstances beyond its control, which are not attributable to its fault and do not fall under its responsibility pursuant to law, a legal act, or generally accepted commercial practices.

For the purposes of these general terms and conditions, force majeure is understood, in addition to what is understood under law and jurisprudence, to include all external causes, whether foreseen or unforeseen, over which the Contractor has no control, but which prevent the Contractor from fulfilling his obligations. This includes strikes at the Contractor’s company or at third parties. The Contractor is also entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the Contractor should have fulfilled his obligation.

The Contractor may suspend the obligations under the agreement for the duration of the force majeure. If this period exceeds two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

Insofar as the Contractor has already partially fulfilled his obligations under the agreement at the time force majeure occurs, or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, the Contractor is entitled to invoice the fulfilled or to-be-fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Artikel 6. Prijzen, betalingen en facturatie.

Payment must always be made within 14 days after the invoice date, in the manner specified by the Contractor and in the currency in which it was invoiced, unless otherwise indicated in writing by the Contractor. The Contractor is entitled to invoice periodically.

The Contractor has the right to allocate payments made by the Client first to costs, then to any outstanding interest, and finally to the principal and current interest. The Contractor may, without being in default, refuse an offer of payment if the Client designates a different allocation order. The Contractor may refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.

The Client is never entitled to set off amounts owed to the Contractor. Objections to the amount of an invoice do not suspend the obligation to pay. A Client who is not entitled to invoke Title 6, Book 6, Sections 231 to 247 of the Dutch Civil Code (BW) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or fails to (timely) fulfill its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. Out-of-court collection costs shall be calculated in accordance with common practice in the Netherlands, currently based on the method outlined in Report Voorwerk II.
However, if the Contractor incurs higher collection costs that were reasonably necessary, the actual costs incurred shall be reimbursed by the Client. Any judicial and enforcement costs incurred shall also be charged to the Client. The Client shall also be liable to pay interest on the collection costs due.

All costs related to payment, including exchange and bank charges, are borne by the Client.

If the total amount due exceeds two thousand (2,000) euros, including VAT, a 40% advance payment must be made to the Contractor, unless otherwise stated. Once the advance is received, the Contractor will notify the Client in writing or by email.

Artikel 7. Eigendomsvoorbehoud

The goods or services provided by the Contractor in connection with the agreement remain the property of the Contractor until the Client has fully fulfilled all obligations under the agreement(s) concluded with the Contractor..

Goods delivered under retention of title may not be resold and may never be used as payment. The Client is not authorized to pledge or otherwise encumber goods delivered under retention of title

The Client shall always do everything that can reasonably be expected to safeguard the Contractor’s ownership rights. If third parties seize goods delivered under retention of title or seek to assert or establish rights thereto, the Client is obliged to immediately notify the Contractor.
Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft, and to provide the insurance policy for inspection by the Contractor upon first request. In the event of an insurance payout, the Contractor shall be entitled to such proceeds.
To the extent necessary, the Client undertakes in advance to cooperate with the Contractor in all matters that may be required or deemed desirable in this context.

In the event the Contractor wishes to exercise the ownership rights specified in this article, the Client grants the Contractor and any third parties designated by the Contractor unconditional and irrevocable permission in advance to enter any locations where the Contractor’s property is located and to retrieve it.

Artikel 8. Garanties, onderzoek en reclames, verjaringstermijn

The goods supplied by the Contractor shall comply with the customary requirements and standards reasonably applicable at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies only to goods intended for use within the Netherlands.
For use outside the Netherlands, the Client must independently verify whether such use is appropriate and complies with the applicable requirements. In such cases, the Contractor may impose different warranty or other conditions regarding the goods to be supplied or the services to be performed.

The warranty referred to in paragraph 1 of this article is valid for a period of three (3) months after delivery, unless the nature of the delivered goods or services dictates otherwise, or unless the parties have agreed otherwise. If the warranty provided by the Contractor concerns goods produced by a third party, the warranty is limited to that provided by the manufacturer of the goods, unless stated otherwise.

Any form of warranty shall be void if a defect has arisen as a result of, or is attributable to, improper or incorrect use, use beyond the expiration date, incorrect storage or maintenance by the Client and/or third parties, or if, without the Contractor’s written consent, the Client or third parties have made or attempted to make modifications to the item, attached other items that should not be attached, or processed the item in a manner other than prescribed. The Client shall also have no claim to warranty if the defect arises from circumstances beyond the Contractor’s control, including, but not limited to, weather conditions (such as extreme rainfall or temperatures) and similar factors.

The Client is obliged to inspect the delivered goods or performed services immediately upon delivery or completion. The Client must verify whether the quality and/or quantity of the delivered goods or services corresponds with the agreement and complies with the agreed specifications. Any visible defects must be reported in writing to the Contractor within seven days of delivery. Any non-visible defects must be reported immediately, but in any case no later than fourteen days after discovery, in writing. The report must include a detailed description of the defect so that the Contractor can respond appropriately. The Client must provide the Contractor with the opportunity to investigate the complaint.

If it is established that a defect exists and a timely complaint has been made, the Contractor shall, within a reasonable period after receipt of the returned goods, or if return is not reasonably possible, after written notification of the defect by the Client, at the Contractor’s discretion, either replace the defective goods, repair them, or provide a replacement compensation to the Client. In the case of replacement, the Client is obliged to return the replaced goods to the Contractor and transfer ownership to the Contractor, unless the Contractor indicates otherwise.

Indien van een gebrek later melding wordt gemaakt, dan komt de Opdrachtgever geen recht meer toe op herstel, vervanging of schadeloosstelling.

The warranty referred to in paragraph 1 of this article is valid for a period of 3 months after delivery, unless the nature of the delivered goods or services dictates otherwise or unless the parties have agreed otherwise. If the warranty provided by the Contractor concerns an item produced by a third party, the warranty is limited to that provided by the manufacturer of the item, unless stated otherwise.

If it is established that a complaint is unfounded, all costs incurred as a result, including investigation costs, shall be borne in full by the Client.

After the expiration of the warranty period, all costs for repair or replacement, including administrative, shipping, and call-out charges, shall be borne by the Client.

Not with standing the statutory limitation periods, the limitation period for all claims and defenses against the Contractor and any third parties involved by the Contractor in the performance of an agreement shall be one year.

Artikel 9. Aansprakelijkheid

If the Contractor is liable, such liability is limited to what is stipulated in this provision.

The Contractor is not liable for any damage of any kind resulting from reliance on incorrect and/or incomplete information provided by or on behalf of the Client.

The Contractor is not liable for damage, loss, or destruction of objects, materials, or data provided to the Contractor by or on behalf of the Client. Goods travel at the Client’s risk.

If the Contractor is liable for any damage, the Contractor’s liability is limited to a maximum of twice the invoice value of the order, or, at least, to the portion of the order to which the liability relates.

In any case, the Contractor’s liability is always limited to the amount paid out by its insurer in the relevant case.

The Contractor is only liable for direct damage.

Direct damage is exclusively understood to mean: Reasonable costs to determine the cause and extent of the damage, provided that determination relates to damage as defined in these terms and conditions;
Any reasonable costs incurred to ensure that the defective performance of the Contractor meets the agreement, insofar as these costs can be attributed to the Contractor; Reasonable costs incurred to prevent or limit damage, provided that the Client demonstrates that these costs resulted in limiting direct damage as defined in these terms and conditions. The Contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings, and business interruption.

The limitations of liability in this article do not apply if the damage is due to intentional acts or gross negligence by the Contractor or its managerial subordinates.

During website development, the Contractor only uses legal stock photos or photos provided by the Client.

The Contractor is in no way responsible or liable for the textual content or images used on the website once it has been handed over to the Client.

Artikel 10. Vrijwaring

The Client indemnifies the Contractor against any infringements of third-party rights arising from the execution and completion of the work.

The Client further indemnifies the Contractor from all liability relating to any alleged or actual infringements of third-party rights.

Artikel 11. Intellectuele eigendom

The Contractor retains the rights and powers vested in him under the Dutch Copyright Act (Auteurswet) and other intellectual property laws and regulations. The Contractor has the right to use any knowledge gained in the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.

Intellectual property rights and materials resulting from the work shall, at the time the contractual relationship between the Client and the Contractor ends, and insofar as such rights belong to the Contractor and are transferable, be transferred to the Client after all amounts due including any compensation for development costs and intellectual property rights have been fully paid by the Client to the Contractor.Where intellectual property rights of third parties are involved, the Contractor shall, at the request of the Client, consult with these third parties regarding whether full transfer is desired and/or possible, taking into account the related costs.

If any audio program includes music and/or lyrics belonging to the repertoire managed by BUMA/STEMRA, the Contractor shall report such use to BUMA/STEMRA. The Client is likewise obligated to make the necessary report and pay the applicable fees to BUMA/STEMRA.

Artikel 12. Onderhoudspakketten

Maintenance packages must be purchased for a minimum period of three months and are there after cancel-able on a monthly basis.

Met technisch onderhoud van de website wordt bedoeld het up-to-date houden van WordPress, plug-ins, thema’s en het dagelijks uitvoeren van een back-up.

Technical maintenance of the website includes keeping WordPress, plugins, and themes up to date, and performing daily backups.

The Contractor may place a promotional link in the website footer unless otherwise agreed.
Interim changes to the website made by the Client (such as plugin installations or modifications to WordPress core files or themes) are at the Client’s own risk. Any additional work required following such changes, including after system updates, will be charged to the Client and is not covered by the maintenance package.

Artikel 13. Overige bepalingen

If the Client removes the Contractor’s reference, the Client forfeits any right to support. In such a case, the Contractor shall no longer be obliged to provide any assistance or expertise.

Artikel 14. Toepasselijk recht en geschillen

All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is performed in whole or in part abroad, or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

The court in the district where the Contractor is established shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nevertheless, the Contractor reserves the right to submit the dispute to the competent court under applicable law.

The parties shall only appeal to the court after they have made every reasonable effort to settle the dispute amicably.

Artikel 15. Vindplaats en wijziging voorwaarden

These terms are filed with the Chamber of Commerce in Enschede.

The most recently filed version shall always apply, or, if applicable, the version in effect at the time the legal relationship with the Contractor was established.