General Sales and Terms of Delivery

SUNLIGHTSEAL COATINGS IN WADDINXVEEN

Delivery to companies, not to consumers.

Chris Broersestraat 9
2742 MW Waddinxveen
Registration Chamber of Commerce in Rotterdam under no. 80154050
July 1, 2018

Definitions
SunlightSeal means: the private company: SunlightSeal BV

Client:
By Client is understood the natural person or natural persons and / or the legal person or legal persons with whom SunlightSeal. enters into negotiations or enters into or has entered into an agreement;

Price:
The price is understood to mean the amount for which the work is / have been performed, excluding disbursements, municipal levies and other disbursements charged by third parties, excluding VAT;

Agreement:
An agreement is understood to mean a multilateral legal act, whereby SunlightSeal enters into an obligation towards a Client;

Written:
In writing is understood any form of communication in which the information is stored in a manner that makes it possible to display it in tangible form, including e-mail correspondence.

 

Applicability

Article 1

These general terms and conditions apply to all offers, quotations, orders, deliveries of services, legal acts and invoices by / from SunlightSeal, regardless of whether an agreement has been concluded between SunlightSeal and the Client, as well as at any request from the Client to provide services, regardless of whether an agreement has been concluded between SunlightSeal and the Client.

 

General terms and conditions and / or other terms and conditions used by the client are never applicable.

The Client can only invoke deviating or additional stipulations. if and insofar as they have been expressly accepted in writing by SunlightSeal. Such additional or deviating provisions do not affect the applicability of the other provisions of the general terms and conditions and apply only to the agreement for which this has been expressly agreed in writing.

 

Conclusion of an agreement, both written and verbal

Article 2

Offers issued by SunlightSeal have a maximum validity of 30 days, unless expressly stated otherwise by SunlightSeal. Quotations are also without obligation and can be withdrawn by SunlightSeal at any time.

An agreement is concluded if and as soon as an offer (quotation) made by SunlightSeal is accepted in full and without reservations and this acceptance actually reaches SunlightSeal.

If reservations or changes are made to the quotation in the acceptance by the Client, - contrary to the provisions of the previous paragraph - the agreement will only be concluded if SunlightSeal has explicitly notified the Client with the proposed deviations from the quotation to agree.

All changes to the agreement between SunlightSeal and the Client must be confirmed in writing by SunlightSeal to the Client. The change will only take effect after this confirmation has been made, except in the event that the Client objects to this in writing without delay.

If changes in the agreement between SunlightSeal and the Client lead to an increase or decrease of the price, then these changes will only bind the parties after this price change has been confirmed in writing between the parties.

If a Client has put out to tender the assignment, these terms and conditions are deemed to apply to these changes, regardless of whether these have been agreed verbally or in writing.

Job description

Article 3

SunlightSeal undertakes towards the Client to carry out the assignment in accordance with the description, quality and speed as further described in the quotation.

SunlightSeal undertakes towards the Client to carry out the assignment:

  1. Tape window work / shop window all around,

  2. Cleaning / degreasing of the glass. (Silicone removal)

  3. Apply primer to the glass,

  4. Apply SunlightSeal glass coating.

  5. Remove tape.

 

The Client is obliged to vacate the areas where the work must be carried out by SunlightSeal in a timely manner, so that no damage can occur to the interior and furnishings due to the work.

SunlightSeal cannot guarantee that the systems / items / parts / environments / spaces it has inspected and examined are suitable for the purpose for which the Client wishes to use the systems.

SunlightSeal is authorized to have the agreement or parts thereof executed by third parties.

SunlightSeal has the right, after consultation with the Client, to carry out its work (or have it carried out) outside normal working hours.

Images, calculations, sizes, weights, colors, technical data, etc. in quotations only serve as a rough indication of the goods to be delivered or services to be provided and are never binding for details.

 

All records, attachments and designs are and remain the property of SunlightSeal. They may never be shown or handed over, made known or used to third parties without the permission of SunlightSeal and must be returned immediately at the request of SunlightSeal.

 

 

Delivery

Article 4

The delivery dates stated by SunlightSeal are not to be regarded as deadlines, unless explicitly agreed otherwise in writing.

The Client is more in particular but not limited to providing all necessary information and / or documentation during the execution of the agreement by SunlightSeal and is obliged to do or omit everything that can reasonably be considered necessary or desirable for timely completion of the activities of SunlightSeal.

If the assignment is changed, SunlightSeal has the right - without further notification to the Client - to reasonably extend the delivery period.
 

These terms and conditions also apply to all additional work, which is understood to mean that which is delivered or carried out in excess of what was agreed during the execution of the agreement.

 

In general, the prior order of the other party will be requested for the delivery or performance of additional work, but if immediate performance of additional work is necessary, the order can be accepted and the costs thereof can be charged to the Client.

 

 

Environmental pollution costs

Article 5

If SunlightSeal encounters substances that can be harmful to the environment during the performance of its activities, it can, after consultation and approval of the Client on the basis of additional work, ensure adequate removal thereof, within the framework of the applicable legal standards.

 

SunlightSeal has the right to have these activities performed by a third party - specialized for this purpose.

Insofar as the necessary removal of substances harmful to the environment in the manner prescribed by law has not been taken into account when drawing up the quotation and the resulting agreement, SunlightSeal will charge additional and separate activities and the associated costs. charged to the Client.

If the Client refuses to cooperate with the removal of environmentally hazardous substances, SunlightSeal believes that this creates a situation in which SunlightSeal and its (non-) subordinates cannot continue its activities responsibly, then it is entitled in any case during the period that these situation persists.

 

If it turns out that the Client adheres to its refusal to cooperate, the agreement can be dissolved by SunlightSeal by means of a written statement to that effect to the Client.

 

SunlightSeal cannot be held liable for possible damage that arises for the Client or a third party from this suspension or dissolution.

 

 

Price and payment

Article 6

The price applies to the activities described in the quotation.

It is possible to implement a price increase by SunlightSeal in the period between the conclusion of the agreement and the delivery of the order. SunlightSeal will inform the Client of this immediately.

 

SunlightSeal has the right to increase the price / compensation unilaterally.

 

SunlightSeal BV will notify the client of such an increase in writing before the increase takes effect, in which case the Client has the right to terminate the Agreement, without prejudice to its obligation to pay that which is then based on the Agreement of assignment and / or these general terms and conditions are due.

In the event that SunlightSeal has reasonable doubt or arises about the payment capacity of the Client and it may therefore suspect that the Client will not comply in time and / or in full, SunlightSeal is authorized to suspend its activities until the Client has provided security for payment to SunlightSeal, which can be considered acceptable by SunlightSeal.

 

SunlightSeal is not liable for damage that may arise or ensue from the suspension of its activities.

Payment by the Client is only made when the amount has been credited to a designated and designated bank or giro account of SunlightSeal.

If the price / assignment amount is not paid within thirty days after the last report, the Client will owe the statutory interest on the principal amount from the first day after the end of the payment term until the day of full payment of the claim of SunlightSeal.

 

SunlightSeal makes a claim to statutory commercial interest under article 6: 119a of the Dutch Civil Code, if the Client acts as a natural person on account of his profession or business or if the Client is a legal person.

If the Client has not paid within thirty days after the last report, within thirty days after the date of the report, or within an expressly stipulated period, SunlightSeal also makes a claim to compensation for extrajudicial collection costs, in accordance with the relevant price index of the Central Bureau of Statistics.

SunlightSeal reserves the right to index current service agreements in accordance with the CBS statement.

 

 

Dissolution

Article 7

The agreement can be dissolved out of court by SunlightSeal, by means of a written statement to that effect from SunlightSeal to the Client;

  1. if the Client's bankruptcy or (provisional) suspension of payments has been filed with regard to the Client;
     

  2. If the goods of the Client have been seized;
     

  3. If the Client, for whatever reason, has lost free disposal of its assets;
     

  4. In case of force majeure.
     

  5. Force majeure means that the execution of the agreement becomes impossible as a result of war, danger of war, revolution, uprising, acts of war, fire, water damage, flood, strike, occupation, illness, extreme weather conditions, government measures, disruptions in the supply of energy, decisions and measures from above, collapse of the Client's company and furthermore due to all other causes with similar consequences, which are beyond the fault or risk of SunlightSeal.
     

If the implementation is delayed by more than two months due to force majeure, both SunlightSeal and the Client are authorized to consider the agreement as terminated. SunlightSeal then has the right to receive a proportion of the price proportionally.

SunlightSeal will not be in default without first having been given a reasonable period to repair repairable defects in its work. The Client can therefore not dissolve the agreement extrajudicially, without having given SunlightSeal the opportunity to fulfill it.

The dissolution releases both parties from their obligations under the agreement, without prejudice to any damages due.

If SunlightSeal dissolves the agreement, it is entitled to a reasonable compensation for the work that it has already performed for the benefit of the Client prior to the dissolution.

The Client cannot invoke a shortcoming of SunlightSeal if and insofar as this shortcoming was caused by an act or omission of the Client.

Joint and several liability

Article 8

If two or more natural persons and / or legal entities have jointly concluded an agreement with SunlightSeal, they are both jointly and severally bound to SunlightSeal.

 

Liability

Article 9

SunlightSeal is not liable for damage that has arisen outside the sphere of influence of SunlightSeal to the Client's goods or is a result of the poor condition (of maintenance) of the space in which SunlightSeal must perform its activities.

The Client is obliged to immediately report any defects in the work performed by SunlightSeal to SunlightSeal. In addition, SunlightSeal must always be given a reasonable period of time to still fulfill and deliver in accordance with the agreement.

 

SunlightSeal is not liable for damage that was first established, after the date of sampling, as referred to in article 4 of these conditions.

Reports of defects by the Client, which are not made known to SunlightSeal within 7 days after taking samples or execution of the assigned activities - as referred to in Article 4 - do not have to be processed by SunlightSeal at all.

Analysis results (possibly obtained by third parties) provided by SunlightSeal only relate to the values ​​at the time of measurement / sampling. Any liability of SunlightSeal is limited to the maximum amount equal to the order amount.

 

 

Observsation

Article 10

A viewing distance / height of 1.5 meters to the glass surface to be assessed must be maintained as an assessment distance. If the relevant assessment aspect cannot be observed, it is considered not to be present.

 

Only imperfections that are visible from this distance (1.5 meters) may be included in the determination of the number.

If the assessment aspect is tested by visual observation and by measuring, both associated requirements must be met.

SunlightSeal cannot be held responsible if work requires additions due to the actions of third parties.

In our offer we have assumed that no activities of third parties take place during our work, as our quality strongly depends on a dust-free workspace.

 

Applicable law and competent court

Article 11

Dutch law applies to these terms and conditions, as well as the legal relationship that SunlightSeal will have with the Client.

All disputes that may arise from an agreement between SunlightSeal and the Client will be submitted to the competent court in Rotterdam.

 

Applicability for future assignments

Article 12

By accepting these general terms and conditions, the Client also agrees to the applicability of the general terms and conditions to all new Agreements to be concluded and to all subsequent and additional Agreements between SunlightSeal and the Client.

 

 

Obligation to pay

Article 13

With the conclusion of the Agreement, the Client unconditionally undertakes to pay the agreed fee in full.

 

Jurisdiction

Article 14

Each Client guarantees to be legally authorized to conclude Agreements with SunlightSeal.

 

Foreclosure

Article 15

Client (s) will refrain / refrain from any activity that could hinder or hinder SunlightSeal in the execution of the Agreement. (In addition to article 4 paragraph 2 of the present conditions).

 

Assignment of Rights

Article 16

The Client is not permitted to transfer any right from the Agreement to third parties without the prior written consent of SunlightSeal.

 

Best efforts commitment

Article 17

The performance and use of the Services provided by SunlightSeal depend on all kinds of factors, which are beyond SunlightSeal's influence.

 

Whether the Agreement is performed by SunlightSeal to the best of its knowledge and ability and in accordance with the requirements of good workmanship, there is an explicit best effort obligation and SunlightSeal can therefore not give any guarantees with regard to (the results of) the Services it provides.

 

Measurement results are snapshots and can show strong deviations from measurements taken at an earlier or later stage.

 

 

Liability

Article 18

SunlightSeal is only liable towards the Client for damage as a result of serious shortcomings in the implementation of the Agreement insofar as these could have been avoided if the care, expertise and craftsmanship that could be counted on in the given assignment situation had been observed.

 

Without prejudice to the provisions of the previous paragraphs, SunlightSeal is under no circumstances liable for business, consequential and / or indirect damage of the Client(s). SunlightSeal is also not liable for damage that can be attributed to an act or omission of the Client, any other contractor(s) involved or a third party engaged by the Client or any other contractor(s).

 

The right to compensation of a Client against SunlightSeal lapses in any case 12 months after the event from which the damage arises directly or indirectly and for which SunlightSeal is held liable, unless the possible rights of the Client have already lapsed in accordance with the law at an earlier time.

 

SunlightSeal cannot be held liable for errors in the material provided by the Client; misunderstandings or errors with regard to the performance of the Agreement if these are prompted or caused by actions of the Client, such as the late or non-delivery of complete, reliable and clear data / materials; errors of third parties engaged by or on behalf of the Client; defects in quotations from suppliers or for exceeding quotations from suppliers; errors in the design or the text / data, if the Client has given its approval, or has been given the opportunity to carry out an inspection and has indicated that it does not need such an inspection; errors in the design or the text / data, if the Client creates it has failed to bring or have a particular model, drawings or test carried out, and these errors would have been perceptible in such a model, drawings or test.

 

 

Property rights

Article 19

SunlightSeal reserves all intellectual and industrial property rights with regard to what it has manufactured or used in the context of an assignment, in the broadest sense of the word.

The Client is expressly prohibited from making products and other products and / or that which has been used, including but not limited to reports, computer programs, system designs, working methods, advice, (model) contracts and other (gest) products from SunlightSeal, all in one and the other, to reproduce, disclose or exploit the broadest sense of the word, whether or not with the involvement of third parties.

SunlightSeal is at all times entitled to mention the name SunlightSeal or its other other trade names or names on the work performed and the Client is not permitted to remove such mentions.

With due observance of the reasonable interests of the Client, SunlightSeal has the freedom to use the relationship with and assignment of the Client for publicity or promotional purposes and for other commercial purposes, nothing excepted.

 

Indemnification of third-party claims

Article 20

Client indemnifies SunlightSeal or persons engaged by SunlightSeal in the assignment against all claims from third parties arising from the applications or the use of the result of the assignment.

 

Termination of the agreement

Article 21

In the event of termination of the Agreement, the Client will always immediately and unconditionally, without any possibility of set-off, honor the full payment with regard to the agreed fee.

SunlightSeal is not liable for any damage suffered by the Client in the event of or as a result of the termination of the assignment agreement.

 

Annulment of a provision and its consequences

Article 22

Invalidity, annulment or non-binding of one of the provisions of these general terms and conditions does not affect the validity of the other provisions.

 

In the event that one or more provisions appears to be invalid, destroyed or non-binding, replacement provisions will be agreed between SunlightSeal and the Client that are valid and that most approach the content and scope of the provision (s) that have been invalid, annulled or non-binding.

 

The titles and chapters in the general terms and conditions are for ease of reading only and cannot influence the content and meaning of the provisions in the general terms and conditions.