No rights can be obtained from this English translation of our Terms and Conditions. Only the Dutch version is legally valid in case of a dispute
Version 202104. Drawn up and published on 13 April 2021.
Article 1. Definitions
1.1 In these general terms and conditions, the capitalised terms below shall, unless expressly indicated otherwise, mean the following:
- Invition: Invition VOF (partnership firm), established in Alkmaar under Chamber of Commerce no. 37147625;
- Client: Invition’s clients, trading as a private individual or in the capacity of a profession or business;
- Parties: Invition and the Client collectively;
- Product(s): the products produced and/or supplied by Invition;
- Agreement: the agreement between Invition and the Client;
- Terms and Conditions: these general terms and conditions, as filed with the Chamber of Commerce in Alkmaar under number 37147625
Article 2. Applicability of the general terms and conditions
2.1. These terms and conditions apply to all quotations, special offers, work, orders, agreements and the supply of services or products by or on behalf of Invition.
2.2. The Parties may only deviate from these terms and conditions if they have expressly agreed to this in writing.
2.3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the Client or third parties.
Article 3. Special offers and quotations
3.1. Invition’s special offers and quotations are without obligation unless they expressly state otherwise.
3.2. A special offer or quotation is valid for a maximum of two weeks unless a different acceptance term is stated on the special offer or quotation.
3.3. If the Client does not accept a special offer or quotation within the applicable term, the special offer or quotation shall lapse.
3.4. Special offers and quotations shall not apply to follow-up and/or back-orders unless the Parties have expressly agreed to this in writing.
Article 4. Acceptance
4.1. When accepting a no-obligation quotation or special offer, Invition reserves the right to withdraw the quotation or special offer within three days of receiving acceptance, without the Client deriving any rights from this.
4.2. Verbal acceptance by the Client only binds Invition after the Client has confirmed this in writing (or electronically).
Article 5. Prices
5.1. All prices quoted by Invition are in Euros, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, postage or transport costs unless expressly stated or agreed otherwise.
5.2. Invition may change all prices quoted for its products or services on its website or otherwise made known at any time.
5.3. Invition can offer services on a ‘no cure, no pay’ basis.
5.4. In a ‘no cure, no pay’ situation, the Client’s payment obligation becomes effective the moment the agreed result is achieved.
Article 6. Payment and security
6.1. Payment shall be made within 14 days of the invoice date unless otherwise agreed.
6.2. All payments are to be made in the Netherlands, in Euros, without suspension, deduction or set-off rights.
6.3. If Invition accepts any security in connection with a payment, then that security is only regarded as security, and payment has only taken place at the moment that the amount owed is credited to Invition’s bank account or is received by Invition in cash.
6.4. Every payment made by the Client, irrespective of the payment description given, first serves to settle the interest owed by the Client, then the collection costs and/or administration costs incurred by Invition and then to be deducted from the oldest outstanding claim/invoice.
6.5. If the Client does not pay within the agreed term, Invition is entitled to charge an interest of 1% per month from the day the Client is in default, whereby a part of a month will be counted as a whole month.
6.6. When the Client is in default, it is also liable to pay Invition the extrajudicial collection costs and any damages.
6.7. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
6.8. If the Client does not pay on time, Invition may suspend its obligations until the Client has fulfilled its payment obligation.
6.9. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the Client, Invition’s claims against the Client become immediately due and payable.
6.10. If the Client refuses to cooperate with Invition in the execution of the Agreement, it will still be obliged to pay Invition the agreed price.
Article 7. Right of suspension
7.1. The Client waives the right to suspend the fulfilment of any obligation arising from this Agreement.
7.2. If Invition is aware of circumstances that may provide solid grounds for it to fear that the Client will not fulfil its obligations properly, Invition is entitled to suspend the fulfilment of any commitments arising from this Agreement.
Article 8 Retention rights
8.1. Invition may invoke its retention right and, in that case, retain the Client’s products until the Client has paid all outstanding Invition invoices unless the Client has provided sufficient security for those costs.
8.2. The retention right also applies to previous agreements based on which the Client still owes payments to Invition.
8.3. Invition is never liable for any damages that the Client may suffer due to exercising its retention right.
Article 9. Settlement
9.1. The Client waives its right to set off a debt to Invition against a claim against Invition.
Article 10. Delivery/risk and delivery time
10.1. Unless otherwise agreed, delivery is made, including payment of transport costs at the site of the factory/warehouse/or another storage place at the moment Invition has made the Products available to the Client, or in the case of a drop-shipment to the consumer. The moment the Products are made available to the Client or the addressee specified by the Client, the risk of loss of and damage to the Products transfers to the Client.
10.2. Invition is entitled to deliver in parts (partial deliveries), which can be invoiced separately. The Client is then obliged to pay in accordance with what is stated in article 6 of these Terms and Conditions.
10.3. Delivery times provided are indicative. The delivery times stated shall never be regarded as deadlines unless expressly agreed otherwise.
10.4. Exceedance of the delivery time does not oblige Invition to any compensation. The Client may, after repeated delays, declare Invition in default in writing, stating a last (reasonable) term for delivery. If Invition still does not deliver within the set term, the Client is entitled to terminate the Agreement unless Invition is faced with force majeure (see article 29 of these terms and conditions).
10.5. If, after Invition has notified the Client that the Products are at its disposal, the Client has not taken delivery of the Products within a period of four (4) weeks, Invition is entitled to sell the Products. Any loss of revenue and costs are at the Client’s expense, without prejudice to Invition’s other rights.
Article 11. Transport and risk
11.1. Instructions from the Client to have Invition take care of the transport, shipment and/or insurance of the Products shall only be carried out by Invition if the Client has declared in writing to bear the costs thereof and to bear the resulting (extra) risk, and to cover it through (additional) insurance. All this is without prejudice to the provisions of article 7 of these Terms and Conditions.
11.2. If Invition does not specify that it will pay for the transport of the Products, the transport will be at the expense of the Client. The Client also bears the risk of transport damage, even if the carrier claims that waybills, transport addresses and so on contain the clause that all transport damage is at the expense and risk of the sender.
Article 12. Insurance
12.1. The Client undertakes to adequately insure the following items and keep them insured against, among other things, fire, explosion and water damage, as well as theft:
● items supplied which are necessary for the execution of the underlying agreement
● Invition’s items present at the Client’s premises
12.2. The Client agrees that the following items are not insured by Invition against, amongst other things, fire, explosion and water damage as well as theft:
● items belonging to the Client which are on Invition’s premises
● goods delivered under retention of title
12.3. At Invition’s first request, the Client shall provide the relevant insurance policy for inspection.
Article 13 Assembly/Installation
13.1. Although Invition makes every effort to carry out all assembly and/or installation work as thoroughly as possible, it bears no responsibility for this except in the event of wilful intent or gross negligence.
Article 14 Warranty
14.1. If Parties have concluded a service agreement, this agreement only contains obligations for Invition to perform to the best of its abilities, not obligations to achieve results.
Article 15. Execution of the Agreement
15.1. Invition executes the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
15.2. Invition has the right to have the agreed-upon services (partially) carried out by third parties.
15.3. The Agreement shall be executed in mutual consultation and after written agreement and settlement of any agreed advance payment by the Client.
15.4. It is the Client’s responsibility to ensure that Invition can commence the execution of the Agreement in a timely manner.
15.5. If the Client has not ensured that Invition can commence the execution of the Agreement on time, the resulting extra costs and/or extra hours are at the Client’s expense.
Article 16. Information disclosure by the Client
16.1. The Client will make all information, data and documents relevant for the correct execution of the Agreement available to Invition in time and in the desired form and manner.
16.2. The Client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the Agreement does not indicate otherwise.
16.3. If the Client does not provide the information, data or documents as reasonably required by Invition, or does not do so on time or adequately, and the performance of the Agreement is thereby delayed, the resulting extra costs and extra hours will be at the Client’s expense.
Article 17. Duration of a Service Agreement
17.1. The Agreement between Invition and the Client concerning a service or services is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or if Parties have expressly agreed otherwise in writing.
17.2. If an Agreement has been entered into for a definite period, it will be tacitly converted into an Agreement for an indefinite period after expiry of the period, unless one of the Parties cancels the Agreement with due observance of a notice period of three months, as a result of which the Agreement will end by operation of law.
17.3. If, within the term of the Agreement, the Parties have agreed on a period for the completion of certain work, then this is never a deadline. If this term is exceeded, the Client must declare Invition in default in writing.
Article 18. Termination of a Service Agreement of indefinite period
18.1. The Client may terminate an agreement for a service that has been entered into for an indefinite period at any time, subject to one month’s notice.
Article 19. Intellectual Property
19.1. Invition retains all intellectual property rights (including copyright, patent rights, trademark rights, drawings and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, examples, scale models, etc. unless the Parties have agreed otherwise in writing.
19.2. The Client may not copy, show and/or make available to third parties or otherwise use said intellectual property rights without Invition’s prior written consent.
Article 20. Confidentiality
20.1. The Client will keep any information it receives (in any form) from Invition confidential.
20.2. The same applies to any other information concerning Invition of which it knows or can reasonably be expected to know that it is a secret or confidential matter, or of which it can reasonably be expected that its disclosure could harm Invition.
20.3. The Client shall take all necessary measures to ensure that it also keeps the information referred to in paragraphs 1 and 2 confidential.
20.4. The confidentiality obligation set out in this article shall not apply to information:
● that was already publicly available before the Client became aware of it, or which became public at a later date without this being due to a breach of the Client’s duty of confidentiality
● that is made public by the Client due to a legal obligation
20.5. The confidentiality obligation described in this article shall apply for the duration of the underlying agreement and for a period of three years after its expiry.
Article 21. Penalty clause
21.1. If the Client breaches the section of these General Terms and Conditions relating to confidentiality (section 20) or intellectual property (section 19), it forfeits an immediately payable penalty of €15,000 for each breach to Invition.
21.2. In addition, the Client shall forfeit an amount of 10% of the amount referred to in paragraph 1 for each day that this breach continues.
21.3. No prior notice of default or legal proceedings is required for the forfeiture of this penalty. Nor is any form of damage required.
21.4. The forfeiture of the penalty referred to in paragraph 1 of this article does not affect Invition’s other rights, including its right to claim damages in addition to the penalty.
Article 22. Indemnification
22.1. The Client indemnifies Invition against all claims by third parties in connection with the products and/or services supplied by Invition.
Article 23. Complaints
23.1. The Client must examine a product supplied or service rendered by Invition for any shortcomings as soon as possible.
23.2. If a product delivered or service rendered does not meet the expectations that the Client might reasonably have under the Agreement, the Client must notify Invition of this as soon as possible, but at least within 14 days of discovering the shortcomings.
23.3. The Client must give as detailed a description as possible of the shortcoming so that Invition is in a position to respond adequately.
23.4. The Client must prove that the complaint concerns an Agreement between the Parties.
23.5. If a complaint concerns ongoing work, this can, in any case, not lead to Invition being obliged to carry out other work than agreed.
Article 24. Notice of default
24.1. The Client must inform Invition in writing of any notice of default.
24.2. It is the Client’s responsibility that a notice of default effectively reaches Invition (on time).
Article 25. Joint and several liability of the Client
25.1. If Invition enters into an agreement with more than one Client, each of them is jointly and severally liable for the full amounts they owe Invition under that agreement.
Article 26. Liability of Invition
26.1. Invition shall only be liable for any damage suffered by the Client if and insofar as such damage is caused by wilful intent or deliberate recklessness.
26.2. If Invition is liable for any damage, it is only liable for direct damage arising out of or in connection with the execution of an agreement.
26.3. Invition is never liable for indirect damages, such as consequential damages, loss of profit, missed savings or damage to third parties.
26.4. If Invition is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance. In the absence of (full) payment by an insurance company of the amount of the loss, liability will be limited to that (part of the) invoice amount relating to the liability.
26.5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and serve only as a rough estimate and cannot be a reason for compensation and/or (partial) dissolution of the Agreement and/or suspension of any obligation.
Article 27. Limitation period
27.1. Any right of the Client to compensation from Invition lapses definitely three months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.
Article 28. Right of dissolution
28.1. The Client has the right to terminate the Agreement if Invition fails imputably in fulfilling its obligations, unless this failure, given its unique nature or minor importance, does not justify the termination.
28.2. If Invition’s compliance with its obligations is not permanently impossible or temporarily impossible, dissolution can only occur after Invition is in default.
28.3. Invition is entitled to dissolve the Agreement with the Client if the Client fails to fulfil its obligations under the Agreement in full or in a timely manner.
Article 29. Force majeure
29.1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a breach by Invition of any obligation towards the Client cannot be attributed to Invition in a situation independent of the will of Invition, which prevents it from fulfilling its obligations towards the Client in whole or in part or which means that the fulfilment of its obligations cannot reasonably be required from Invition.
29.2. The force majeure referred to in paragraph 1 also includes, but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, epidemics, etc.); the non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom disruptions; computer viruses; acts of war; fire, earthquake, water damage, flooding; industrial action; import and export restrictions; strikes; government measures; unforeseen transport problems; adverse weather conditions and work stoppages.
29.3. If a force majeure situation prevents Invition from fulfilling one or more obligations towards the Client, then those obligations will be suspended until Invition can fulfil them again.
29.4. As soon as a situation of force majeure has lasted for at least 30 calendar days, either Party may dissolve the Agreement in writing in full or in part.
29.5. Invition is not liable for any compensation or damages in a force majeure situation, not even if it benefits from any advantage resulting from the force majeure situation.
Article 30. Amendment of the Agreement
30.1. If, after the Agreement has been concluded, it appears necessary for its execution to amend or supplement its contents, the Parties shall amend the Agreement accordingly in good time and mutual consultation.
Article 31. Amendment of the general terms and conditions
31.1. Invition has the right to amend or supplement these general terms and conditions.
31.2. Amendments of minor importance can be made at any time.
Article 32. Transfer of rights
32.1. Any rights of the Client under an agreement between the Parties cannot be transferred to any third party without Invition’s prior written consent.
32.2. This provision is considered a clause with effect on property law as referred to in article 3:83, paragraph 2, of the Dutch Civil Code.
Article 33. Consequences of nullity or voidability
33.1. If one or more provisions of these general terms and conditions prove null and/or void, this shall not affect the other provisions of these terms and conditions.
33.2. A provision that is null and/or void will then be replaced by a provision that comes closest to what Invition had in mind on that point when drawing up the terms and conditions.
Article 34. Applicable law and competent court
34.1. Any agreement between the Parties is governed exclusively by Dutch law.
34.2. In the district where Invition is located/does business/has its registered office, the Dutch court is exclusively competent to take cognisance of any disputes between Parties unless the law imperatively dictates otherwise.