Article 1 – Applicability
• 1.1 These General Terms and Conditions apply to the legal relationship between Easyhousing and the customer at the moment an agreement is formed between the parties.
• 1.2 Easyhousing reserves the right to modify these General Terms and Conditions unilaterally. Modifications shall also apply to an agreement already entered into. A possible change will be communicated to the customer in writing no later than 14 days before the change comes into effect.
• 1.3 The applicability of any purchase or other conditions of the customer is expressly rejected.
• 1.4 In the event that any provision of these General Terms and Conditions is void or voided, the remaining provisions of these General Terms and Conditions will remain in full force and Easyhousing and the Customer will enter into consultation to replace the void or voided provision, whereby the purpose and meaning of the void or voided provision will be taken into account as much as possible.
Article 2 – Quotations
• 2.1 Offers made by Easyhousing (including specifications such as: dimensions, weights, quantities, drawings and images) are without engagement, unless explicitly stated otherwise.
• 2.2 Verbal offers are only binding for Easyhousing after written confirmation by Easyhousing.
Article 3 – Agreement
• 3.1 An agreement shall only be effected after Easyhousing has confirmed this in writing. After the formation of an agreement Easyhousing will execute the agreement to the best of its abilities.
• 3.2 Any delivery date agreed between Easyhousing and the customer is a target date. The mere exceeding thereof shall not cause Easyhousing to be in default.
• 3.3 The customer undertakes to take all necessary measures to ensure that the agreed work can be carried out by Easyhousing without delay, in default of which the customer shall bear all costs resulting from that.
• 3.4 All changes in accepted work, irrespective of the background of these changes, shall be considered as additional work (if these changes lead to more work) or as less work (if these changes lead to less work). The costs related to additional work shall be charged to the customer; the savings related to less work shall be deducted from Easyhousing’s claim on the customer.
Article 4 – Assembly Rules
• The customer is familiar with the contents of the “Instructions for the logistical processing of Easyhousing profiles” and is, on penalty of the extinction of all claims against Easyhousing, obliged to comply with these instructions when mounting the goods delivered by Easyhousing to the customer.
Article 5 – Performance by third parties
• Easyhousing is entitled to employ third parties to execute her obligations resulting from the agreement. Easyhousing is entitled to transfer the rights and obligations resulting from an agreement with the customer to a third party.
Article 6 – Delivery
• 6.1 Delivery of goods takes place “ex works”, unless agreed otherwise. Transport takes place at the expense and risk of the client.
• 6.2 In case the customer does not take possession of the goods within the agreed period, Easyhousing will store these goods for a period of three weeks at the cost and risk of the customer and charge the costs involved to the customer. After expiry of this period all obligations of Easyhousing towards the customer shall expire.
Article 7 – Reservation of ownership
• 7.1 All items delivered by Easyhousing to Customer shall remain the property of Easyhousing until the business relationship between Easyhousing and Customer has ended and Customer has made full payment of all that Customer may now or in the future owe on account of
(ii) activities in connection with deliveries by Easyhousing and
(iii) failure by the customer to meet one or more of his obligations, all in the broadest sense of the word.
• 7.2 Termination of the business relationship as referred to in article 7.1, is considered to have taken place if Easyhousing has confirmed this to the customer in writing, but in any case in case no agreements have been entered into between Easyhousing and the customer for a period of 18 months.
• 7.3 As long as Easyhousing, in accordance with the provisions of article 7.1, is the owner of the goods delivered to the customer, the customer is not authorized to alienate, to pledge or to grant a third party any other right on these goods and/or to lend, borrow or hand them over and/or to let them out, without prejudice to the provisions of article 7.4.
• 7.4 As long as Easyhousing, by virtue of the provisions in article 7.1, is the owner of the goods delivered to the customer, the customer is exclusively authorised to sell and deliver these goods to third parties in the regular course of his business. This authority ends when one of the circumstances mentioned in article 7.6 occurs.
• 7.5 The customer is obliged to store the goods delivered by Easyhousing under reservation of ownership with the necessary care and as recognizable property of Easyhousing. Furthermore, Customer is obliged to insure the goods sufficiently against fire, explosion and water damage as well as against theft and to make the insurance policies available for inspection by Easyhousing on first demand. All claims of Customer against the insurers of the goods on account of the aforementioned insurance will, as soon as Easyhousing indicates so, be pledged by Customer to Easyhousing in the manner described in article 3:239 Dutch Civil Code, as additional security for the claim(s) of Easyhousing against Customer.
• 7.6 In the event that (i) the customer fails to fulfil any of his payment obligations towards Easyhousing, (ii) in the cases referred to in article 11.2 and (iii) in all other cases in which Easyhousing has good reason to fear that the customer will fail to fulfil his payment obligations towards Easyhousing, Easyhousing shall be entitled to take back the goods delivered under retention of title. The customer authorizes Easyhousing to enter the place where the goods are located. After taking back the goods the customer will be credited for the market value of the goods taken back, which in any case will not be higher than the original invoice amount charged by Easyhousing to the customer, reduced by the costs related to the taking back of the goods.
• 7.7 At Easyhousing’s first request the customer commits to establish, for the benefit of Easyhousing, a pledge as referred to in article 3:237 CC on goods delivered by Easyhousing and of which the ownership has passed to the customer, as additional security for claims which Easyhousing may have or may obtain against the customer, for whatever reason.
• 7.8 The customer undertakes not to assign or pledge to any third party any claims it may obtain against its buyers in connection with the sale of goods delivered by Easyhousing without Easyhousing’s prior written consent. The customer further undertakes to pledge such claims, as soon as Easyhousing indicates such, to Easyhousing in the way described in article 3:239 Dutch Civil Code, as additional security for the claims Easyhousing may have on the customer for whatever reason.
• 7.9 The customer hereby grants Easyhousing an irrevocable power of attorney to do all (legal) acts on behalf of the customer which are necessary to establish the rights of pledge as referred to in art. 7.7 and art. 7.8. Article 3:68 of the Dutch Civil Code is not applicable.
• 7.10 If and as long as Easyhousing is the owner of the goods or has a right of pledge on the goods, the customer shall immediately inform Easyhousing if the goods are seized (or threaten to be seized) or if any other claim is made on (any part of) the goods. Furthermore, the customer shall inform Easyhousing on first request where the goods are located.
• 7.11 In the event of seizure of goods of which Easyhousing has reserved the ownership or on which Easyhousing has a pledge, and in all other cases mentioned in article 7.6 of this article, the customer shall inform the person levying the seizure, the administrator or the trustee in bankruptcy of Easyhousing’s (ownership) rights.
Article 8 – Remuneration and method of payment
• 8.1 The prices on the offer are indicative. If an agreement is reached between Easyhousing and the customer, the prices shall be binding, unless after the conclusion of the agreement the prices of
(i) raw materials, (ii) materials, (iii) social charges, (iv) import duties, (v) excise duties (vi) turnover tax and (vii) other prices
– on which Easyhousing has no influence, have undergone increases. In that case Easyhousing will inform the customer of the increase.
• 8.2 Prices are exclusive of out-of-pocket expenses, sales tax (VAT) and other levies imposed by the authorities.
• 8.3 The customer shall pay invoices sent by Easyhousing within fourteen days after the invoice date, unless parties have agreed in writing on a different term of payment.
• 8.4 In case the customer does not pay the amounts due within the term of payment mentioned in the previous paragraph, the customer shall owe an interest of 1,5% per month over the outstanding amount, whereby a part of a month shall be considered to be a whole month.
• 8.5 If the client fails to pay the claim, the claim will be passed on to a third party. In that case, in addition to the total invoice amount owed, plus the contractual interest owed, the customer is also obliged to pay full compensation for extrajudicial and judicial costs. The amount of these costs is set at a minimum of 15% of the total amount owed, with a minimum of EUR 1,500.
Article 9 – Complaints
• 9.1 Condition for the occurrence of any right under article 7:21 Dutch Civil Code or any other possible right of the customer on account of improper performance by Easyhousing, is always that the customer informs Easyhousing in writing of the improper performance no later than three working days after delivery of what was agreed by Easyhousing.
• 9.2 The receipt form signed by the customer upon delivery of the agreed goods by Easyhousing is binding in the sense that the customer (i) accepts that the correct number of goods has been delivered by Easyhousing and (ii) that these goods are in compliance with the agreement as referred to in art. 7:17 Dutch Civil Code.
Article 10 – Intellectual property
• 10.1 Easyhousing reserves all intellectual property rights to the provided designs, images, models and other items which are protected by intellectual property rights. The customer shall make an effort to ensure that there will be no misunderstanding by third parties that the delivered goods have been produced by Easyhousing and that Easyhousing has reserved all rights with respect thereto. Reproduction, disclosure and distribution are only permitted after explicit written consent.
• 10.2 For each act in violation of art. 10.1 the customer will receive an immediately payable and not open to moderation fine of EUR 10.000 each time, without prejudice to Easyhousing’s right to additionally recover the damage suffered from the customer.
Article 11 – Termination of the Agreement
• 11.1 Easyhousing is authorised to terminate or suspend the agreement in case the customer, after having received a notice of default in which a reasonable period of time is given to remedy the failure, still remains in breach of his obligations.
• 11.2 Easyhousing may terminate all or part of the agreement without notice of default and without judicial intervention by means of a written notice with immediate effect or suspend its obligations under the agreement in the event that
(a) the customer applies for a moratorium on payments,
(b) The customer files for bankruptcy,
(c) the customer himself/herself files for bankruptcy,
(d) the Debt Rescheduling (Natural Persons) Act is declared applicable to the customer
(d) the Debt Restructuring (Natural Persons) Act is declared applicable to the customer,
(e) the customer offers a settlement to his creditors,
(f) The customer is placed under guardianship,
(g) the customer is allowed to leave the Netherlands or establishes himself abroad, shuts down, liquidates and/or sells his company, or
shuts down, liquidates and/or sells its business,
(h) the control over the customer’s company changes hands. Easyhousing shall never be liable for any damage on account of this termination.
• 11.3 Remunerations invoiced by Easyhousing before the cancellation or (full or partial) termination and which Easyhousing has already provided in execution of the agreement, remain due and shall become immediately payable at the time of cancellation or (full or partial) termination.
• 11.4 The obligation to pay the fees due shall continue to exist even during a suspension. If Easyhousing resumes delivery after a suspension, the costs involved will be charged to the Customer.
Article 12 – Liability of Easyhousing
• 12.1 Easyhousing accepts no liability and shall never be liable for any damage unless such damage is caused by gross negligence or wilful misconduct or Easyhousing’s liability arises from this article.
• 12.2 Easyhousing’s liability for culpable failure to meet one or more of its obligations under the agreement shall arise only if the customer immediately, and in any case no later than one week after Easyhousing’s performance, serves notice of default in writing, in which case Easyhousing is granted a reasonable period to remedy the failure and if, after such period, Easyhousing continues to fail culpably in meeting the obligation(s) in question.
fulfilment of the obligation(s) in question.
• 12.3 Easyhousing’s total liability on account of an attributable failure in the performance of its obligation(s) under an agreement shall be limited to a compensation per event not exceeding the fee charged by Easyhousing for its obligation(s) under the agreement, on the understanding that a series of events with the same cause shall also be deemed to be one event.
• 12.4 Any liability on the part of Easyhousing for indirect damage, in any case including consequential damage, loss of profit, lost savings and damage due to business interruption, is excluded.
Article 13 – Force Majeure
• Neither party shall be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force Majeure includes, besides the usual exceptional circumstances, import and export restrictions on raw materials (on which Easyhousing depends in the execution of its activities).
Article 14 – Indemnification
• The customer indemnifies Easyhousing against all claims of third parties on any ground whatsoever which is related to goods delivered to the customer by Easyhousing.
Article 15 – Term of forfeiture
• 15.1 Each claim of the customer against Easyhousing will be cancelled by the mere expiry of 12 months.
12 months. This period cannot be interrupted.
• 15.2 The period mentioned in the previous paragraph shall begin on the day following the day on which the claim became due and payable.
Article 16 – Applicable law and disputes
• 16.1 The agreement and any disputes arising from it between Easyhousing and the customer are governed by Dutch law.
• 16.2 Any disputes which may arise between Easyhousing and the customer as a result of the agreement(s) entered into by Easyhousing and the customer, or as a result of any further agreements which may arise from this agreement, shall be settled by the Court at Lelystad/Zwolle, The Netherlands.