- Selas & Partners: Selas & Partners, established in Maastricht, registered under Chamber of Commerce no. 85172197.
- Client: the person with whom Selas & Partners has entered into an agreement.
- Parties: Selas & Partners and the client together.
- Consumer: a client who is also an individual and who is acting as a private person.
2. Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Selas & Partners.
- The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
- The parties expressly exclude the applicability of additional and/or different general terms and conditions of the client or third parties.
3. Offers and quotations
- Offers and quotations of Selas & Partners are non-binding, unless explicitly stated otherwise therein.
- An offer or tender is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or tender.
- If the client does not accept an offer or tender within the applicable period, the offer or tender will expire.
- When accepting a non-binding quotation or offer, Selas & Partners reserves the right to still withdraw the quotation or offer within 3 days after receiving the acceptance, without the client being able to derive any rights from this.
- Verbal acceptance by the client only commits Selas & Partners, after the client has confirmed it in writing (or electronically).
- All prices used by Selas & Partners are in Euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless specifically stated otherwise or agreed otherwise.
- All prices used by Selas & Partners for its services, on its website or otherwise made known, Selas & Partners may change at any time.
- The parties will agree a total amount as a guide price for a service provided by Selas & Partners, unless the parties have explicitly agreed in writing a fixed price, from which no deviation can be made.
- Selas & Partners is entitled to deviate up to 10% from the guide price.
- If the guide price will be more than 10% higher, Selas & Partners must inform the client in a timely manner why a higher price is justified.
- If the guide price exceeds the 10% increase, the client has the right to cancel the part of the order that exceeds the 10% increase, as far as this is possible within the scope of the order.
- Selas & Partners has the right to adjust prices annually.
- Selas & Partners will communicate price adjustments to the client prior to their commencement.
- The consumer has the right to cancel the agreement with Selas & Partners if he does not agree with the price increase.
6. Payments and terms of payment
- Selas & Partners may require a down payment of up to 50% of the agreed amount when entering into the agreement.
- The client must have made subsequent payments within 1 month of delivery.
- Payment deadlines are considered to be fatal. This means that if the client has not paid the agreed amount at the latest on the last day of the payment period, he will be in default by operation of law, without Selas & Partners having to send a reminder or declare the client in default.
- Selas & Partners reserves the right to make a delivery conditional on immediate payment or to demand a security for the total amount of the services or products.
7. Consequences of not paying on time
- If the client fails to pay within the agreed term, Selas & Partners is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the client is in default, where part of a month will be counted as a whole month.
- When the client is in default, he shall also owe Selas & Partners extrajudicial collection costs and any damages.
- The collection costs will be calculated according to the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
- If the client fails to pay on time, Selas & Partners may suspend its obligations until the client has fulfilled its payment obligation.
- In case of liquidation, bankruptcy, seizure or suspension of payment on the part of the client, the claims of Selas & Partners on the client are immediately due and payable.
- If the client refuses to cooperate with the execution of the agreement by Selas & Partners, he is still obliged to pay the agreed price to Selas & Partners.
8. Right of suspension
Unless the client is a consumer, the client waives the right to suspend the fulfillment of any commitment resulting from this agreement.
Unless the client is a consumer, the client waives his right to set off a debt to Selas & Partners against a claim against Selas & Partners.
- The client undertakes to adequately insure the following items and to keep them insured against, among others, fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement
- goods belonging to Selas & Partners which are present at the client’s premises
- goods which are delivered under reservation of ownership
- On Selas & Partners’ first request the client shall provide the insurance policy for inspection.
When parties have entered into an agreement for services, Selas & Partners only has an obligation to perform to the best of its ability and is not bound by any obligation to achieve a certain result.
12. Execution of the Agreement.
- Selas & Partners shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- Selas & Partners has the right to have the agreed services (partially) executed by third parties.
- The execution of the agreement shall take place in mutual consultation and after written agreement and payment of any agreed advance by the client.
- It is the responsibility of the client that Selas & Partners can commence the execution of the agreement in a timely manner.
- If the client has not ensured that Selas & Partners can commence the execution of the agreement in a timely manner, the resulting additional costs and/or additional hours shall be borne by the client.
13. Provision of information by the client
- The client shall make all information, data and documents relevant for the proper execution of the agreement available to Selas & Partners in a timely manner and in the desired form and manner.
- The client warrants the accuracy, completeness and reliability of the information, data and documents provided, even if they originate from third parties, insofar as the nature of the agreement does not indicate otherwise.
- If and to the extent requested by the client, Selas & Partners will return the relevant documents.
- If the client does not provide the information, data or documents reasonably required by Selas & Partners, or does not do so on time or properly, and the execution of the agreement is delayed as a result, the client will be charged for the resulting additional costs and hours.
14. Duration of the agreement regarding a service
- The agreement between Selas & Partners and the client regarding a service or services is entered into for the duration of 2 years, unless the nature of the agreement dictates otherwise or the parties have explicitly agreed otherwise in writing.
- After the period mentioned in paragraph 1 of this article, the agreement will tacitly be converted into an agreement for an indefinite period, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 (one) month, as a result of which the agreement ends by operation of law.
- If within the duration of the contract the parties have agreed on a period for completion of certain work, this shall never be a deadline. When this term is exceeded, the client must give Selas & Partners written notice of default.
15. Termination of the agreement for a fixed period
- The client or consumer may terminate an agreement regarding a fixed term service not earlier than after 1 (one) year.
- After the minimum term of 1 (one) year the aforementioned agreement can be terminated by the customer with due observance of a notice period of 2 months.
- After the expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer subject to 1 (one) months’ notice.
- If the agreement concerning a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.
- The Client shall keep any information (in any form) received from Selas & Partners confidential.
- The same applies to all other information concerning Selas & Partners of which the client knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination may harm Selas & Partners.
- The Client shall take all necessary measures to ensure that it also keeps the information referred to in paragraphs 1 and 2 secret.
- The confidentiality obligation described in this article does not apply to information:
- which was already in the public domain before the customer learned of it or which later became public without this being due to a breach of the customer’s duty of confidentiality
- which is made public by the client pursuant to a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
17. Penalty clause
- If the other party violates the article of these general terms and conditions regarding confidentiality or intellectual property, it shall for each violation forfeit an immediately payable fine to Selas & Partners.
- If the other party is a consumer, this fine shall be € 1,000.
- if the other party is a legal entity, this fine shall be € 5,000.
- In addition, the other party shall forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.
- No prior notice of default or legal proceedings shall be required for the forfeiture of this penalty. There is also no need for any form of damage to have occurred.
- The forfeiture of the penalty referred to in the first paragraph of this article does not affect the other rights of Selas & Partners including its right to claim damages in addition to the penalty.
The client indemnifies Selas & Partners against all claims from third parties in connection with products and/or services provided by Selas & Partners.
- The client must examine a product delivered or service provided by Selas & Partners as soon as possible for any shortcomings.
- If a delivered product or service does not comply with what the client could reasonably expect from the agreement, the client must notify Selas & Partners as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
- Consumers must inform Selas & Partners no later than 2 months after the discovery of the shortcomings.
- The customer must give as detailed a description as possible of the shortcoming, so that Selas & Partners is able to respond adequately.
- The client must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint concerns ongoing work, this can in any case not lead to Selas & Partners being obliged to perform other work than agreed.
- If the client is dissatisfied with the services of Selas & Partners, the client shall communicate this to Selas & Partners as soon as possible and the parties will try to reach an informal solution.
- If the path followed in paragraph 7 does not ultimately lead to a sufficient solution, the client may submit his case to the Court of Limburg by means of legal proceedings.
20. Notice of default
- The client must give notice of default in writing to Selas & Partners.
- It is the responsibility of the client that a notice of default actually reaches Selas & Partners (on time).
21. Joint and several liability of the client
If Selas & Partners enters into an agreement with multiple clients, each of them is jointly and severally liable for the full amounts they owe Selas & Partners according to that agreement.
22. Liability of Selas & Partners
- Selas & Partners is only liable for any damage suffered by the client if and insofar as such damage is caused by intent or conscious recklessness.
- If Selas & Partners is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
- Selas & Partners is never liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.
- If Selas & Partners is liable, this liability is limited to the amount paid by a (professional) liability insurance taken out and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and apply only approximately and can not cause damage compensation and / or (partially) dissolution of the agreement and / or suspension of any obligation.
23. Expiry period
Each right of the client to compensation from Selas & Partners expires in any case 12 months after the event from which the liability arose directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.
24. Right of dissolution
- The client has the right to dissolve the agreement when Selas & Partners imputably fails to fulfill its obligations, unless this failure, given its special nature or minor importance, does not justify the dissolution.
- If the fulfilment of the obligations by Selas & Partners is not permanently or temporarily impossible, dissolution can only take place after Selas & Partners is in default.
- Selas & Partners has the right to dissolve the agreement with the client, if the client does not fulfil his obligations from the agreement in full or on time, or if Selas & Partners has knowledge of circumstances that give it good reason to fear that the client will not be able to fulfil his obligations properly.
25. Force majeure
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Selas & Partners to fulfil any obligation towards the client cannot be attributed to Selas & Partners in a situation independent of the will of Selas & Partners, which prevents Selas & Partners from fulfilling its obligations towards the client in whole or in part or which means that the fulfilment of its obligations cannot reasonably be expected of Selas & Partners.
- The force majeure situation referred to in paragraph 1 shall also include — but not be limited to -: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom disruptions; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions and work stoppages.
- If a force majeure situation arises which prevents Selas & Partners from fulfilling 1 or more obligations to the client, then those obligations will be suspended until Selas & Partners can fulfil them again.
- From the moment a situation of force majeure has lasted for at least 30 calendar days, either party may dissolve the agreement in writing in whole or in part.
- Selas & Partners is not liable for any (compensation) in a force majeure situation, even if it enjoys any benefit as a result of the force majeure situation.
26. Amendment of the agreement
If after the conclusion of the agreement for its execution it appears necessary to amend or supplement the contents thereof, the parties shall timely and in mutual consultation amend the agreement accordingly.
27. Amendment of general terms and conditions
- Selas & Partners is entitled to amend or supplement these general terms and conditions.
- Amendments of minor importance may be made at any time.
- Selas & Partners will discuss major changes in content with the client in advance as much as possible.
- Consumers are entitled to terminate the agreement in case of a substantial change in the general terms and conditions.
28. Transfer of rights
- Rights of the client from an agreement between parties cannot be transferred to third parties without the prior written consent of Selas & Partners.
- This provision is considered a clause with property law effect as referred to in Article 3:83, second paragraph, of the Civil Code (Burgerlijk Wetboek).
29.Consequences of nullity or voidability
- If one or more provisions of these general conditions prove to be void or voidable, this will not affect the other provisions of these conditions.
- A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Selas & Partners had in mind on that point when drawing up the conditions.
30. Applicable law and competent court
- On every agreement between the parties, only Dutch law is applicable.
- Disputes arising within the framework of the agreement between parties will be heard by the court with jurisdiction in the District of Limburg (NL), unless the law imperatively stipulates otherwise.
Last version 1 March 2022