general terms and conditions

Definitions

1.   Merel Djamila: Merel Djamila, established in Groningen, Chamber of Commerce no. 77846109.

2.  Customer: the person with whom Merel Djamila has entered into an agreement.

3.   Parties: Merel Djamila and customer together.

4.   Consumer: a customer who is an individual acting for private purposes.

Applicability

1.   These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Merel Djamila. 

2.   Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3.   The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices

1.   All prices used by Merel Djamila are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.

2.   Merel Djamila is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.

3.   Increases in the cost prices of products or parts thereof, which Merel Djamila could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases. 

4.   The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.

5.   The price with regard to services is determined by Merel Djamila on the basis of the actual working hours. 

6.   The price is calculated according to the usual hourly rates of Merel Djamila, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.

7.   If the parties have agreed on a total amount for a service provided by Merel Djamila, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

 

Payments and payment term

1.   Merel Djamila may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount. 

2.   The customer must have paid the full amount within 30 days after delivery of the product.

3.   Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Merel Djamila having to send the customer a reminder or to put him in default. 

4.   Merel Djamila reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

1.   If the customer does not pay within the agreed term, Merel Djamila is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.

2.   When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Merel Djamila. 

3.   The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 

4.   If the customer does not pay on time, Merel Djamila may suspend its obligations until the customer has met his payment obligation. 

5.   In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Merel Djamila on the customer are immediately due and payable. 

6.   If the customer refuses to cooperate with the performance of the agreement by Merel Djamila, he is still obliged to pay the agreed price to Merel Djamila. 

Right of recovery of goods 

1.   As soon as the customer is in default, Merel Djamila is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.

2.   Merel Djamila invokes the right of recovery by means of a written or electronic announcement.

3.   As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Merel Djamila, unless the parties agree to make other arrangements about this. 

4.   The costs for the collection or return of the products are at the expense of the customer. 

Delivery 

1.   Delivery takes place while stocks last.

2.   Delivery takes place at Merel Djamila unless the parties have agreed upon otherwise.

3.   Delivery of products ordered online takes place at the address indicated by the customer. 

4.   If the agreed price is not paid on time, Merel Djamila has the right to suspend its obligations until the agreed price is fully paid. 

5.   In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by Merel Djamila.

Delivery period

1.   Any delivery period specified by Merel Djamila is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.

2.   The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Merel Djamila. 

3.   Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Merel Djamila cannot deliver within 30 days or if the parties have agreed upon otherwise.

 

Transport costs 

 

Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.

 

Packaging and shipping 

1.   If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Merel Djamila may not be held liable for any damage.

2.   If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Merel Djamila, failing which Merel Djamila cannot be held liable for any damage.

Insurance

1.   The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:

o goods delivered that are necessary for the execution of the underlying agreement

o goods being property of Merel Djamila that are present at the premises of the customer

o goods that have been delivered under retention of title 

2.   At the first request of Merel Djamila, the customer provides the policy for these insurances for inspection. 

Guarantee

1.    When parties have entered into an agreement with services included, these services only contain best-effort obligations for Merel Djamila, not obligations of results.

2.   The warranty relating to products only applies to defects caused by faulty manufacture, construction or material. 

3.   The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.

4.   The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.

Performance of the agreement

1.   Merel Djamila executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 

2.   Merel Djamila has the right to have the agreed services (partially) performed by third parties.

3.   The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer. 

4.   It is the responsibility of the customer that Merel Djamila can start the implementation of the agreement on time.

5.   If the customer has not ensured that Merel Djamila can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer 

1.   The customer shall make available to Merel Djamila all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.

2.   The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 

3.   If and insofar as the customer requests this, Merel Djamila will return the relevant documents. 

4.   If the customer does not timely and properly provides the information, data or documents reasonably required by Merel Djamila and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

 

Intellectual property 

1.   Merel Djamila retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing. 

2.   The customer may not copy or have copied the intellectual property rights without prior written permission from Merel Djamila, nor show them to third parties and / or make them available or use them in any other way.

Penalties 

1.   If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Merel Djamila an immediately due and payable fine of € 1000 if the customer is a consumer and € 5000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues. 

2.   No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article. 

3.   The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Merel Djamila including its right to claim compensation in addition to the fine.

Indemnity

The customer indemnifies Merel Djamila against all third-party claims that are related to the products and/or services supplied by Merel Djamila. 

 

Complaints

1.   The customer must examine a product or service provided by Merel Djamila as soon as possible for possible shortcomings.

2.   If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Merel Djamila of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 

3.   Consumers must inform Merel Djamila of this within two months after detection of the shortcomings.

4.   The customer gives a detailed description as possible of the shortcomings, so that Merel Djamila is able to respond adequately. 

5.   The customer must demonstrate that the complaint relates to an agreement between the parties.

6.   If a complaint relates to ongoing work, this can in any case not lead to Merel Djamila being forced to perform other work than has been agreed. 

Giving notice

1.   The customer must provide any notice of default to Merel Djamila in writing.

2.   It is the responsibility of the customer that a notice of default actually reaches Merel Djamila (in time). 

Joint and several Client liabilities

If Merel Djamila enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Merel Djamila under that agreement. 

 

Liability of Merel Djamila

1.   Merel Djamila is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence. 

2.   If Merel Djamila is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

3.   Merel Djamila is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

4.   If Merel Djamila is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

5.   All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Merel Djamila shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

 

Dissolution

1.   The customer has the right to dissolve the agreement if Merel Djamila imputably fails in the fulfillment of its obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 

2.   If the fulfillment of the obligations by Merel Djamila is not permanent or temporarily impossible, dissolution can only take place after Merel Djamila is in default. 

3.   Merel Djamila has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Merel Djamila good grounds to fear that the customer will not be able to fulfill his obligations properly. 

Force majeure

1.   In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Merel Djamila in the fulfillment of any obligation to the customer cannot be attributed to Merel Djamila in any situation independent of the will of Merel Djamila, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Merel Djamila . 

2.   The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 

3.   If a situation of force majeure arises as a result of which Merel Djamila cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Merel Djamila can comply with it. 

4.   From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 

5.   Merel Djamila does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly. 

 

Changes in the general terms and conditions

1.   Merel Djamila is entitled to amend or supplement these general terms and conditions. 

2.   Changes of minor importance can be made at any time. 

3.   Major changes in content will be discussed by Merel Djamila with the customer in advance as much as possible.

4.   Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions. 

Transfer of rights

1.   The customer cannot transfer its rights deferring from an agreement with Merel Djamila to third parties without the prior written consent of Merel Djamila . 

2.   This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

Consequences of nullity or annullability

1.   If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 

2.   A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Merel Djamila had in mind when drafting the conditions on that issue.

Applicable law and competent court

1.   Dutch law is exclusively applicable to all agreements between the parties. 

2.   The Dutch court in the district where Merel Djamila is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

 

 

Drawn up on 13 september 2020.