These terms and conditions apply to every offer, quotation, and agreement between Benjamin Samaey, hereinafter referred to as “Benjamin Samaey,” and a Client to whom Benjamin Samaey has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from in writing by the parties.
These terms and conditions also apply to agreements with Benjamin Samaey for the execution of which third parties must be involved.
The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
If one or more provisions in these general terms and conditions are null and void or are annulled at any time, the remaining provisions in these general terms and conditions will remain fully applicable. Benjamin Samaey and the Client will then enter into consultations to agree on new provisions to replace the null and void or annulled provisions, while taking into account as much as possible the purpose and scope of the original provisions.
If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the interpretation must be given ‘in the spirit’ of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, it must be assessed in the spirit of these general terms and conditions.
If Benjamin Samaey does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Benjamin Samaey would lose any right to demand strict compliance with the provisions of these conditions in other cases.
All quotations and offers from Benjamin Samaey are without obligation, unless an acceptance period is specified in the quotation. If no acceptance period is specified, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
Benjamin Samaey cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including travel and accommodation expenses, shipping, and administration costs, unless otherwise stated.
If the acceptance (whether on minor points) deviates from the offer included in the quotation or offer, Benjamin Samaey is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless otherwise stated.
A composite quotation does not oblige Benjamin Samaey to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
The agreement between Benjamin Samaey and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a period has been agreed or specified for the execution of certain activities or the delivery of certain goods, this is never a strict deadline. If a deadline is exceeded, the Client must therefore notify Benjamin Samaey in writing of default. Benjamin Samaey must be given a reasonable period to still fulfill the agreement.
Benjamin Samaey will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All of this is based on the current state of science.
Benjamin Samaey has the right to have certain activities performed by third parties.
If, in the context of the assignment, third parties engaged by Benjamin Samaey carry out work at the Client’s location or at a location designated by the Client, the Client must provide, free of charge, the facilities desired by those employees.
Delivery is ex-works from Benjamin Samaey. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses delivery or is negligent in providing information or instructions necessary for delivery, Benjamin Samaey is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage, or depreciation passes to the Client at the moment the goods are made available to the Client.
Benjamin Samaey is entitled to execute the agreement in phases and to invoice each executed part separately.
If the agreement is executed in phases, Benjamin Samaey may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client will ensure that all data that Benjamin Samaey indicates are necessary or that the Client should reasonably understand to be necessary for the execution of the agreement are provided to Benjamin Samaey in a timely manner. If the data required for the execution of the agreement are not provided to Benjamin Samaey on time, Benjamin has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Client at the usual rates.
Benjamin Samaey is not liable for damage of any nature whatsoever because Benjamin Samaey assumed incorrect and/or incomplete data provided by the Client, unless this inaccuracy or incompleteness should have been known to Benjamin Samaey.
If it has been agreed that the agreement will be executed in phases, Benjamin Samaey may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client may not transfer its rights and/or obligations under the agreement to third parties without the prior written consent of Benjamin Samaey.
Benjamin Samaey is entitled to suspend the fulfillment of the obligations and to terminate the agreement if the customer does not fulfill the obligations under the agreement, does not do so simultaneously or in full. After concluding the agreement, Benjamin Samaey will, depending on circumstances, give rise to . to ensure that the customer will not fulfill the obligations if the customer, when concluding the agreement, is experimental to provide security for the fulfillment of his obligations under the agreement and this security is not sufficient or if the delay on the part of the The customer can no longer receive confirmation from Benjamin Samaey that he will fulfill the agreement under the originally agreed conditions.
Furthermore, Benjamin Samaey allows participants to terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if familiar circumstances arise that are of such a nature that broken maintenance of the agreement cannot reasonably be confirmed by Benjamin Samaey. .
If the agreement is dissolved, Benjamin Samaey’s events against the Client are immediately due and payable. If Benjamin Samaey suspends the fulfillment of its obligations, it retains its claims under the law and the agreement.
If Benjamin Samaey proceeds with suspension or dissolution, he is in no way obliged to compensate damages and costs in any way whatsoever.
If the termination is attributable to the client, Benjamin Samaey is co-responsible for compensation for the damage, including the costs that arise directly and indirectly.
If the customer does not fulfill his obligations under the agreement and this non-compliance is a resolutive justification, Benjamin Samaey is liable to terminate the agreement immediately and with immediate effect without any payment of any exemption from compensation on his part, while the customer, from non-performance, however, a declaration of indemnity is required.
If the interim times are announced by Benjamin Samaey, he will, in consultation with the client, ensure the transfer of work that is still too short to third parties. This unless the promise is attributable to the client. If the transfer of the work entails additional costs for Benjamin Samaey, these will be charged to the client. The client is obliged to pay these costs within the aforementioned period, unless Benjamin Samaey proves otherwise.
In the event of liquidation, (application for) suspension of payments due to bankruptcy, seizure – if and for as long as the seizure has not been lifted within three months – at the latest of the client, of debt restructuring due to another circumstance as a result of which the client in default is no longer free his assets are at his disposal, Benjamin Samaey is free to terminate the agreement immediately and with immediate effect or to cancel the order under the agreement, without any definitive payment on his part for any cancellation of compensation. In that case, Benjamin Samaey’s results for the Client are immediately due and payable.
If a placed order is declared null and void in whole or in part, the work carried out and the completed items placed for it, plus any delivery costs, will be diverted and the customer will be charged in full for the execution of the reserved working time.
Benjamin Samaey is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to his fault and is not his responsibility under the law, a legal act or generally accepted views.
In these general terms and conditions, force majeure is defined as, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Benjamin Samaey has no influence, but as a result of which Benjamin Samaey Samaey cannot fulfill its obligations. come. This includes strikes in Benjamin Samaey’s company or third parties. Benjamin Samaey also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Benjamin Samaey should have fulfilled its obligation.
Benjamin Samaey can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate the other party for damages.
at the time of the occurrence of force majeure, its obligations under the agreement have already been partially fulfilled or can be fulfilled and independent value is attributed to the fulfilled or yet to be fulfilled part, Benjamin Samaey is entitled to the part already fulfilled or yet to be fulfilled. invoice. The Client is obliged to pay this invoice as if it were a separate agreement.
Benjamin Samaey will take the greatest possible care when receiving and implementing orders for products and when assessing applications for the provision of services.
The place of delivery is the address that the Client has made known to Benjamin Samaey.
Subject to what is stated in article 4 of these general terms and conditions, Benjamin Samaey will execute accepted orders expeditiously but not later than 30 days, unless a different delivery period has been agreed. If the delivery is delayed, or if an order cannot or only partially be executed, the Client will be notified of this no later than 30 days after he has placed the order. In that case, the Client has the right to dissolve the agreement without costs.
After dissolution in accordance with the previous paragraph, Benjamin Samaey will immediately refund the amount that the Client has paid.
The risk of damage and/or loss of goods rests upon Benjamin Samaey until the moment of delivery to the Client or a representative appointed and announced to Benjamin Samaey unless expressly agreed otherwise.
The delivery periods stated by Benjamin Samaey are indicative. Exceeding any delivery period does not entitle the Client to compensation or the right to dissolve the agreement, unless the exceeding of the delivery period is such that the Client can no longer be expected to maintain the agreement. The Client is then entitled to dissolve the agreement to the extent necessary.
The Client is obliged to take delivery of the purchased goods at the moment they are made available to him. If the Client refuses to purchase or is negligent in providing information or instructions that are necessary for the delivery, the goods will be stored at the risk of the Client after Benjamin Samaey has informed the Client of this. The Client will owe all additional costs, including in any case storage costs.
Parties are not obliged to fulfill any obligation if they are prevented from doing so due to a circumstance that is not due to their fault, and which cannot be attributed to them by law, a legal act, or generally accepted views.
In these general terms and conditions, force majeure is understood, in addition to what is understood in this regard in law and jurisprudence, to be all external causes, foreseen or not foreseen, over which Benjamin Samaey cannot exert any influence but as a result of which Benjamin Samaey is unable to fulfill its obligations. Work strikes in Benjamin Samaey’s company are also explicitly considered as force majeure.
Benjamin Samaey also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Benjamin Samaey should have fulfilled its obligation.
During the period of force majeure, the obligations of the parties are suspended. If the period in which fulfillment of the obligations by Benjamin Samaey is not possible due to force majeure lasts longer than 2 months, both parties are entitled to dissolve the agreement without any obligation to pay damages to the other party.
If Benjamin Samaey has partially fulfilled its obligations upon the commencement of the force majeure or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Client is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered or deliverable has no independent value.
If Benjamin Samaey is liable, this liability is limited to what is regulated in this provision.
Benjamin Samaey is not liable for damage of any nature whatsoever because Benjamin Samaey assumed incorrect and/or incomplete data provided by the Client, unless this inaccuracy or incompleteness should have been known to Benjamin Samaey.
If Benjamin Samaey is liable for any damage, the liability of Benjamin Samaey is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
The liability of Benjamin Samaey is in any case always limited to the amount of the payment of its insurer, insofar as the liability is covered by insurance.
Benjamin Samaey is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs to determine the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions, any reasonable costs incurred to have the defective performance of Benjamin Samaey comply with the agreement, insofar as these can be attributed to Benjamin Samaey, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
Benjamin Samaey is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption.
The limitations of liability for direct damage contained in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Benjamin Samaey or its managerial subordinates.
Benjamin Samaey has the right to dissolve the agreement with the Client without judicial intervention and with immediate effect in the following cases:
a. if after the conclusion of the agreement Benjamin Samaey becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations;
b. if Benjamin Samaey has asked the Client at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient, despite being obliged to do so;
c. if the Client is declared bankrupt, applies for suspension of payments, or if its assets are fully or partially seized;
d. if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
Benjamin Samaey will process the Client’s personal data in accordance with applicable data protection laws and regulations. The Client’s personal data will only be used for the purpose of providing the products or services agreed upon and for other purposes as described in Benjamin Samaey’s privacy policy.
The Client agrees to the processing of its personal data by Benjamin Samaey and acknowledges having read and understood Benjamin Samaey’s privacy policy.
All legal relationships to which Benjamin Samaey is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
The judge in the place of business of Benjamin Samaey has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, Benjamin Samaey has the right to submit the dispute to the competent court according to the law.
The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
These general terms and conditions have been filed with the Chamber of Commerce in The Hague.
