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Winkelmandje

Lensvelt Contract B.V.

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

  1. Definitions

In these general terms and conditions (“Terms of Delivery”), the following terms shall adhere to the following meanings:

Lensvelt: Lensvelt Contract B.V. and/or its group companies, or any company currently, or in the future affiliated with the Lensvelt group.

Products: goods and services

Customer: a person(s) who wishes to purchase Products from Lensvelt and acts in the course of a profession or business.

Service: activities such as but not limited to cable management, maintenance, consulting and inspection.

Agreement: any agreement between Lensvelt and Customer with regard to the delivery of Products, as well as any addition or change thereto.

  1. Applicability

2.1 Unless expressly agreed upon in writing, these Terms of Delivery apply to all Lensvelt’s offers and to all (other) legal relationships between the Customer and Lensvelt. Any deviating clauses from these Terms of Delivery must in all cases be explicitly agreed upon in written format.

2.2 Applicability of any general (purchase) conditions used by the Client is expressly rejected.

  1. Offers and Agreement

3.1 Offers made by Lensvelt are not binding. They are without obligation, unless the contrary is evident. The following shall apply in place of the previous statement in the case of a Customer residing abroad: Offers made by Lensvelt are binding only for the term stated in the offer or, if no term is stated, for a reasonable term (maximum of 3 (three) months).

3.2 Information stated in catalogs, illustrations, drawings, standardization sheets and the like are only indicative and not binding. Expect insofar as they are expressly included in an Agreement signed by the parties, or in a confirmation of order signed by Lensvelt, without prejudice to the Customer’s responsibility for the information provided by the Customer. Minor dimensional differences, or minor changes in construction or components desired for the sake of proper execution, are reserved.

3.3 An Agreement shall come into existence upon signature of the Agreement of written confirmation of order by Lensvelt.

3.4 The offer made by Lensvelt as well as the designs, drawings, schedules and presentations it provides remains Lensvelt’s property and, if no contract with Lensvelt comes about, it should be returned to Lensvelt without delay. They may not be used and/or copied in part or in full without express permission from Lensvelt. Nor can they be reproduced in any other way or given to third parties for inspection.

3.5 The Customer guarantees that information concerning the manufacturing and/or construction methods used by Lensvelt shall not be shown, disclosed or used by third parties.

3.6 Unless expressly stated otherwise, all offers are based on execution under normal circumstances and during Lensvelt’s regular working hours (9.00 -17.00). Unless otherwise agreed in writing, Lensvelt is free to charge a surcharge on the delivery and/or assembly costs in the event of delivery or assembly outside regular working hours:

            3.6a 30% on normal business days after 17:00 pm and before 20:00 pm;

            3.6b 40% on normal working days between 20:00 pm and before 07:00 am;

            3.6c 60% on Saturdays;

            3.6d 100% on Sundays and public holidays.

3.7 Lensvelt reserves the right to pass on to the Customer costs incurred by Lensvelt to the Client in connection with an offer and/or Agreement (if any).

  1. Pricing

4.1 All prices and quotations quoted by Lensvelt are exclusive of VAT and other government levies. Unless otherwise agreed, the prices quoted by Lensvelt in its quotations or confirmations of order to the Customer are ex-factory/warehouse.

4.2 If requested by the Customer, and accepted by Lensvelt, Lensvelt shall, arrange for transport to the place of destination on the Customer’s premises and/or in the building of the Client, provided that the relevant goods can be transported to the of destination with an elevator large enough for platform trucks and pallet trucks and otherwise without any other hindrance. Lensvelt shall charge a minimum amount for this service and the assembly costs, equal to one call-out charge and half a man-hour.

4.3 If at the Customer’s request delivery is postponed beyond the delivery date, or if the Customer requests delivery of the Products prior to the delivery date, Lensvelt shall be entitled to compensation for the costs it incurs as a result of this postponement or this acceleration. Respectively, as well as compensation for the statutory interest on the price of the Products involved in the postponement. Postponement of delivery shall not suspend the Customer’s obligation to pay. Lensvelt reserves the right to claim damages arising from the delay.

4.4 If supply to or near the place of delivery requires additional labor hours due to the absence of pavement or a paved road, or due to other circumstances, or if Lensvelt has to incur additional costs as a result, these additional hours and costs shall be borne by the Customer and Lensvelt shall be entitled to charge these hours and costs separately to the Customer.

4.5 Waiting hours and delays not caused by Lensvelt’s own actions shall be charged at the applicable rates.

4.6 Changes in purchase prices, wage costs, cost prices of raw materials and/or materials, social and government charges and/or other costs insofar as these relate to the agreed performance may be passed on by Lensvelt to the Customer at any time. If the price is changed within three months after the conclusion of an Agreement, the Customer is entitled to dissolve the Agreement.

4.7 Unless otherwise agreed upon, Lensvelt shall charge the Customer the following order costs for small orders: The Netherlands €25, - (twenty-five Euros) for orders smaller than €1.000, - (one thousand Euros) net invoice value; for the United Kingdom £125, - (one hundred and twenty-five British Pounds) for orders smaller than €1.250, - (one thousand two hundred and fifty Euros) net invoice value; for all other countries €150, - (one hundred and fifty Euros) for orders smaller than €1,500. – (one thousand five hundred Euros) net invoice value. Lensvelt reserves the right to adjust this amount at any time. For a Customer located abroad, the Customer shall be notified before Lensvelt adjusts the amount.

4.8 Prices and product specifications on the website: There may be some differences between the product photography on the website and the physical product, therefor the image may differ from the item number. Prices are also subject to change without notice due to unforeseen cost increases of imported products, raw materials or currency fluctuations. We carefully check prices and product specifications, however, occasionally errors may occur, therefor we reserve the right to change both without notice. We are not responsible for customer pricing errors. Some products listed may be non-stock items.

  1. Delivery and Implementation

5.1 Terms of delivery stated in offers, confirmations of orders and/or Agreements are given to the best of the company’s knowledge and shall be checked by Lensvelt as frequently as possible, but they are not binding and shall never constitute a deadline. The exceeding of such terms shall not cause Lensvelt to be in default, nor shall it result in any liability on Lensvelt’s part. If these terms are exceeded, Lensvelt shall consult with the Customer in a timely manner.

5.2 Delivery shall, unless otherwise agreed upon, be ex-factory/warehouse.

Lensvelt has fulfilled its obligation to deliver by offering the Products once ex-factory/warehouse or at the agreed location and time with the Customer. Deliveries shall also be understood to mean agreed upon partial deliveries.

5.3 Lensvelt reserves the right to deliver the Agreement in parts and to invoice these partial deliveries separately.

5.4 The terms of delivery shall commence on the latest of the following dates:

            5.4a The day or week stated on the order confirmation;

5.4b The day on which Lensvelt receives the documents, information, permits and the like, necessary to carry out the order;

5.4c The day on which the formalities necessary for commencing the work are fulfilled;

5.4d The day on which Lensvelt receives the amount to be paid in advance according to the Agreement before work commences.

5.5 The Customer is obliged to accept delivery of the Products purchased at the place and time disclosed in article 5 (five) paragraph 2 (two). Should the Customer fail to do so, Lensvelt shall be entitled, without notice of default, to demand payment of the agreed purchase price for the Products not taken delivery of. The Customer shall be deemed to have taken delivery of the Products from Lensvelt, after which they shall be stored at the expense and risk of the Customer and against payment of all costs arising therefrom. The above is without prejudice to the other rights to which Lensvelt is entitled.

5.6 Cancellation of the Agreement may be made only after consultation with and written consent from Lensvelt under the conditions set by Lensvelt.

5.7 Lensvelt is entitled to have (parts of) the Agreement performed by third parties. If (part of) the Agreement is carried out by (a) third party (parties) in consultation with the Customer, Lensvelt is entitled to pass on to the Customer any additional costs invoiced by this (these) third party (parties) in addition to the costs stated in the offer. Lensvelt shall not be liable for the work performed by a third party insofar as this third party has itself entered into an agreement with the Customer or the Customer has given instructions to the third party.

6. Mounting

6.1 If the Customer has placed an order for assembly and Lensvelt has accepted this order in written format, the assembly work is deemed to be able to take place under normal working conditions and during normal working hours applicable to Lensvelt’s assembly service. If the work must be carried out (in full or in part) outside of the normal working hours, Lensvelt may charge the surcharge mentioned in article 3 (three) paragraph 6 (six).

6.2 Where necessary, the assembly work shall be based on drawings sent to the Customer in advance or the layout drawings made available by the Customer and approved by Lensvelt. The dimensions and data specified therein shall be checked by the Customer at work. Printouts of the drawings in question shall be signed by the Customer for approval and returned to Lensvelt. The assessment of the suitability of the construction of the building, in which the Products are to be mounted, is the responsibility of the Customer.

6.3 Without prejudice to the provisions of paragraph 1 (one), the Client shall take care of the matter at its own expense and risk:

6.3a That the necessary work, which is not part of Lensvelt’s order, such as electrical work, cutting, breaking, masonry, concrete, plastering and/or painting or such other work has been done properly and in a timely manner before the scheduled delivery date;

6.3b That the light and power current are available at a reasonable distance, that the materials to be supplied by third parties or Customer(s) are present in the vicinity of the relevant work location. Additionally, that the areas in which work is to be carried out are clean, dry and adequately heated;

6.3c That the Products supplied can be transported to the place of assembly with an elevator large enough for platform trucks or pallet trucks. Other work by third parties and the Client should not prevent the undisturbed progress of transport through the building and/or continuous assembly;

6.3.d That the delivered but not yet assembled Products, as well as the tools, can be stored in lockable spaces, which are suitable for the storage of these Products and tools.

If the Customer is negligent in fulfilling the obligations described above, Lensvelt shall be entitled to suspend performance of the work and to charge the Customer for the additional costs incurred by it.

6.4 In the case of loss of time due to missing assemble materials or tools or a cause for which Lensvelt is not responsible, such an extension of the delivery time shall be entitled to suspend performance of the work and to charge the Customer for the additional costs incurred by it.

6.5 The Customer is liable for damage to Products or tools belonging to Lensvelt, its employees and third parties it engages, as well as for their loss, except in the cast of intent or gross negligence on Lensvelt’s part.

7. Trial Exhibits

7.1 If desired by the Client, a trial installation may be made on the terms set forth below.

7.2 Trial installation(s) shall be understood to mean placing Products on display in an area(s) to be made available by the Client for the purpose of visualizing the workplace or construction for which the Client is interested.

7.3 Lensvelt has the right to charge the Customer a percentage of the catalogue value of the Products concerned.

7.4 In the event that the Client wishes to retain the Products, they shall still be invoiced by Lensvelt, whereby the payment already received pursuant to paragraph 3 (three) shall be deducted from the amount due for the Products.

7.5 The Client shall be liable in respect of a trial installation for use, damage, theft or loss of the Products up to a maximum of the catalog value of the Products concerned.

            8. Project Consulting

8.1 Unless otherwise agreed upon in writing, the costs of producing a preliminary study and/or design proposal, producing drawings and/or floor plans, as well as leading the design, coordination and/or execution of a project shall be borne by the Client.

8.2 With regards to (project) advice, there is an obligation to make an effort and such advice shall be drawn up by Lensvelt to the best of its knowledge and ability based on the applicable product specifications.

            9. Rental of (Office) Furniture

Applicability and Relationship

9.1 The general terms and conditions in this chapter (rental (office) furniture) apply exclusively to (the offer of Lensvelt to enter into) the rental agreement between Lensvelt as a lessor and the other party as a lessee.

9.2 Where the provisions of this chapter are inconsistent with the provisions of Chapter 1 (one), the provisions of Chapter 4 (four) shall prevail. 

Agreement, Nature of Commitments and Derogations

9.3 Unless expressly agreed otherwise in writing, and/or specifications submitted by Lensvelt to the other party, the lease between Lensvelt and the other party relates to (office) furniture in the condition it is in at the time the agreement is concluded. The other party shall have the opportunity to examine the (office) furniture in advance.

9.4 Lensvelt is entitled to make items available that differ from what is described in an agreement in the following points:

            9.4a Minor changes to the leased item itself and/or an improvement thereof;

9.4b Other items with the same functionalities, if the items described in the agreement are not in stock at Lensvelt or its suppliers.

Provision, Duty of Investigation, Risk, Defects and/or Expiry Periods

9.5 The other party shall carefully inspect the (office) furniture when it is made available, or have it inspected. In doing so the opposing party shall ascertain whether the item made available fully complies with the agreements as regards nature, quantity and quality. The opposing party is obliged to ascertain that all possible defects and/or damage already present are known to Lensvelt.

9.6 The other party accepts the (office) furniture in the condition it is in at the time it is made available. This condition shall be recorded by or on behalf of Lensvelt and the other party in an order confirmation signed by these parties. If no written record was made when the (office) furniture was made available, the (office) furniture shall be deemed to have been made available in the condition the other party may expect from well-maintained (office) furniture.

9.7 Notwithstanding the definition of “defect” in Article 7:204 of the Cutch Civil Code, under the agreement, the (office) furniture is not considered to be defective:

            9.7a The condition or characteristic of the (office) furniture or;

9.7b Any other circumstance not attributable to the other party, which already existed at the time the agreement was entered into. Additionally, which could reasonably have been observed by the parties at the time during an inspection of the (office) furniture, but which has not been mentioned in the official report on the provision of the (office) furniture signed by the parties;

9.7c Defects introduced or adopted by the other party to changes and additions and defects to the rented property arising from those changes or additions.

9.8 The (office) furniture is at the risk of Lensvelt during the rental period, unless intent, deliberated recklessness and gross negligence in and/or in the use of the (office) furniture on the part of the other party. Unless otherwise stipulated in the agreement or these general terms and conditions, the risk for the (office) furniture entails, among other things – but not exclusively- that Lensvelt shall be responsible and liable during the abovementioned period for damage to the (office) furniture caused by normal use, manufacturing faults, age and wear and tear. Theft, embezzlement or loss shall also be borne by Lensvelt. The provisions in this article shall not apply in the case of intent, deliberated recklessness or gross negligence on the part of the other party.

9.9 If the (office) furniture is destroyed and/or damaged due to theft and/or loss and this is due to intentional act or omission, deliberate recklessness or gross negligence on the part of the other party, the other party shall compensate Lensvelt for the damage with respect to the (office) furniture.

9.10 The other party shall not be entitled to a reduction in the price or to suspension or settlement of an obligation to pay or to annulment or (partial) dissolution of the agreement if there is a reduction in the enjoyment of the lease due to one or more defects to or in respect of the (office) furniture, unless these are defects resulting from intent, deliberate recklessness or gross negligence on the part of persons charged with the management of the Lensvelt company.

Ownership (Office) Furniture

9.11 The (office) furniture referred to in this article and shall remain the full and exclusive property of Lensvelt.

9.12 The other party is expressly not permitted to lease the (office) furniture to third parties, to sell it (or attempt to do so) or to make it available to third parties and/or to establish limited rights to it (or attempt to).

9.13 If the other party fails to fulfil its obligations or there is a well-founded fear that the other party will not do so, Lensvelt shall be entitled at all times to remove the (office) furniture from the other party or from third parties holding the (office) furniture for the other party. The other party shall be obliged to cooperate fully in this respect.

9.14 If third parties wish to establish or assert any right to (part of) the (office) furniture, the other party is obliged to inform Lensvelt of this without delay.

9.15 The other party undertakes towards Lensvelt:

9.15a to keep the (office) furniture) owned by Lensvelt separated or otherwise individualized;

9.15b to keep the (office) furniture marked as the property of Lensvelt.

Price

9.16 The rental price is determined on the basis of the equipment, services and rental period as laid down in the quotation.

9.17 Lensvelt shall send the other party an invoice on a monthly basis.

(Use) Obligations (Office) Furniture

9.18 The other party is obliged:

9.18a to use the (office) furniture with due diligence and exclusively by the party itself. If Lensvelt considers it necessary, it shall provide the other party with maintenance instructions;

9.18b to use the (office) furniture in accordance with its purpose under the agreement and with due observance of the usage and maintenance instructions provided by Lensvelt and/or its suppliers and/or the third party it has engaged.

9.19 The other party is expressly not permitted to change, modify and/or add anything to the (office) furniture in whole or in part. Everything added to the (office) furniture by or on behalf of the opposing party in contravention of the above shall become Lensvelt’s property, with the opposing party being entitled to any compensation in this respect and without prejudice to Lensvelt’s right to remove (or have removed) all this at the opposing party’s expense.

9.20 Lensvelt is entitled to lay down or change (further) rules with regard to the use of the (office) furniture. The other party shall be liable for all detrimental consequences of non-compliance with the provisions in this article. The other party shall be fully liable for all damage and (legal) costs resulting from a failure to perform the obligations of the other party as laid down in this article.

Other Service, Maintenance, Repair and Reporting Requirements

9.21 Where agreed, Lensvelt undertakes to maintain, cable management, clean, replace and repair the (office) furniture during the rental period.

9.22 This includes the following:

  • Maintenance: the checking of furniture and repair as necessary     
  • Cleaning: treatment of the fabric of the furniture with the
    necessary cleaning device(s).
  • Cable management: the elimination of device wiring for safety and
    visibility.
  • Repair: repair of the furniture carried out by or under the supervision
    of Lensvelt in the event of damage of this nature.

9.23 The other party shall immediately report all defects, deficiencies and damage to and any loss (including loss) of the (office) furniture to Lensvelt, stating all details. Lensvelt shall take action in this respect and the other party will follow the subsequent instructions from Lensvelt.

9.24 The other party is not permitted to undertake repairs to the (office) furniture independently or to authorize a third party to do so unless Lensvelt has given its express prior written permission. Repairs without the express prior permission of Lensvelt shall be on the account of the other party, as shall all damage resulting therefrom, including but not limited to damage resulting from the loss of warranty claims by Lensvelt.

9.25 The other party authorizes Lensvelt and third parties engaged by it to enter the place where the (office) furniture is located at all times, and the other party shall grant Lensvelt and third parties engaged by it access at all times to (the location) the (office) furniture for inspection, maintenance, repair, replacement and for repossession of the (office) furniture.

Liability of (Office) Furniture)

9.26 Lensvelt shall be liable for damage to the (office) furniture through normal use by the other party, unless damage to the leased items has occurred through intent, deliberate recklessness or gross negligence.

9.27 Notwithstanding article 16 (sixteen), Lensvelt guarantees to adhere to appropriate insurance to cover its liability with respect to damage to the (office) furniture caused by, among other things: fire, explosion, water damage and/or theft.

End of Agreement: Duties and Liabilities

9.28 The other party is obliged to make the (office) furniture available to Lensvelt again at a date and time specified to the other party in good time by or on behalf of Lensvelt at the end of the agreement.

9.29 Upon receipt, Lensvelt shall inspect the (office) furniture or have it inspected. The other party shall be liable for damage caused by intent, deliberate recklessness or gross negligence on the part of the other party.

9.30 Lensvelt shall not be liable for any loss of or damage to property left in/near/at the (office) furniture. Lensvelt shall be entitled to dispose of such property at any time.

9.31 The other party shall be liable for the loss or deterioration of locks, keys and documents and the related operating and other damage suffered by Lensvelt as a result.

9.32 Lensvelt shall in no way be liable for the repair, reconstruction and/or refurbishment of buildings and/or grounds after removal of the (office) furniture. The rental agreement shall in any case end upon the destruction of the leased property.

            10. Billing and Payment

10.1 unless otherwise agreed in writing, billing will abide as follows:

10.1a for Agreements up to an amount of € 10.000, - (ten thousand Euros) exclusive of VAT, as soon as the delivery of the Products has taken place in accordance with article 5 (five), paragraph 2 (two);

10.1b for Agreements for an amount of € 10.000, - (ten thousand Euros) and above, excluding VAT:

  • 30% at the time of order confirmation;
  • 60% 2 (two) weeks before delivery;
  • 10% as soon as delivery of the Products has taken place ex Article
    5 (five), paragraph 2 (two).

10.1c in all cases, the entire amount will be invoiced when the Client
is in default of the taking delivery of a (partial) delivery.

10.2 Unless otherwise agreed upon in writing, payment shall be made in the manner indicated by Lensvelt within 14 (fourteen) days of the date of invoice, without set-off on any account whatsoever.

10.3 If the aforementioned period is exceeded, the Client shall be in default by operation of law, without any notice of default being required. In that case, the Client shall owe default interest of 1% per month from the date of default, whereby part of a month shall be counted as a whole month. At the end of each year, the amount on which the interest is calculated shall be increased by the interest due for that year. For a Client located abroad, the default interest as mentioned above is equal to the interest rate applied by the European Central Bank (ECB) in its most recent financial transaction, plus 10 (ten) percentage points. The reference dates are: January 1st for the first half of the calendar year and July 1st for the second half of the calendar year.

10.4 If the Client fails to meet its payment obligations on time, it shall also owe the extrajudicial collection costs. These costs shall amount to at least 15% of the principal sum still due, with a minimum of € 200, - (two hundred Euros). Lensvelt is only obliged to prove the costs incurred insofar as they exceed the amount/percentages referred to in the previous sentences.

10.5 Payments made by the Client shall always first serve to settle all interest and costs owed and subsequently to payable invoices which have been outstanding the longest, even if the Client states that the payment relates to a later invoice.

10.6 If and insofar as, in the opinion of the Customer, there are defects in a delivered product, he/she shall not be entitled to refuse payment or to suspend his payment obligation with regards to Products from the same shipment or delivery in respect of which no complaints have been made.

10.7 The Customer is obliged to provide immediate security at Lensvelt’s first request and in the form desired by Lensvelt and to supplement it if necessary for all of the Customer’s obligations. As long as the Customer does not comply with this requirement, Lensvelt is entitled to suspend its obligations.

            11. Retention of Title

11.1 Products delivered to the Customer shall remain the property of Lensvelt as long as the Customer has not paid in full to Lensvelt. All that is owed by the Customer to Lensvelt under the Agreement, including interest, costs and claims on account of failure to perform the Agreement.

11.2 The Products shall be at the risk of the Client from the moment of delivery or offer in accordance with article 5 (five), paragraph 2 (two). In the event of delayed delivery in accordance with Article 4 (four), paragraph 3 (three), the risk shall pass to the Client at the moment when the Products would have been delivered according to the original agreement.

11.3 As long as the ownership of the delivered Products had not been transferred to the Client, the Client shall only be authorized to process or resell the delivered Products in the normal course of its business. Subject to the above provisions, Client may not pledge these Products or grant a third party any other right thereto.

11.4 Lensvelt hereby reserves in advance rights of pledge as referred to in article 3:237 of the Netherlands Civil Code in respect of delivered products that have passed into the ownership of the Customer and are still in the possession of the Customer as additional security for all claims that Lensvelt may still have against the Customer for whatever reason. Lensvelt shall at all times be entitled and is hereby irrevocably authorized by the Customer to perform the acts required to establish such a right of pledge (expressly including establishing the right of pledge by authentic instrument or by registered private instrument) and to act on behalf of the Customer in doing so.  The Customer undertakes to cooperate immediately at Lensvelt’s request with respect to this pledge.

11.5 The customer is obliged to insure the items against fire, explosion and water damage as well as against theft for the duration of the reserved ownership and to make the policies of these insurances available to Lensvelt for inspection at its first request. All claims by the Customer against the insurers of the goods on account of the aforementioned insurance shall, as soon as Lensvelt indicates the wishes to do so, be pledged to it by the Customer in the manner indicated in article 3:239 of the Netherlands Civil Code as additional security for the claims of Lensvelt against the Customer. The last two sentences of paragraph 4 (four) of this article apply.

11.6 If the Client fails to fulfill its payment obligations towards Lensvelt or if Lensvelt has good reason to fear that it will fail to fulfil its obligations, Lensvelt is entitled to take back the Products delivered under retention of title on its own authority and without any liability towards the Client. After repossession the Customer shall be credited for the market value, which shall in no case exceed the original purchase price, minus the costs incurred for the repossession.

            12. Claims and Warranty

12.1 The Customer must report complaints concerning visible defects to Lensvelt in writing without delay after discovery, but no later than 14 (fourteen) days after delivery. Complaints concerning non-visible defects must be made by the Customer to Lensvelt in writing without delay after discovery, but no later than 14 (fourteen) days after the expiry of the guarantee period referred to in paragraphs 5 (five) and 6 (six).

12.2 The customer shall, within 14 (fourteen) days of receipt by Lensvelt of the warranty claim, enable Lensvelt to examine the item in question.

12.3 If the aforementioned terms are exceeded, all claims against Lensvelt in respect of the defects in question shall lapse. Legal claims in this respect must be made within one year of the timely complaint, under penalty or forfeiture.

12.4 Without prejudice to the limitations set forth below, Lensvelt guarantees both the soundness of the product it has delivered and the quality of the materials used and/or delivered for it under normal use for a period of 12 (twelve) months following delivery as per article 5 (five), paragraph 2 (two), with the exception of all products and/or parts obtained by Lensvelt from third parties for which Lensvelt provided the same guarantee as it receives from its supplier, subject to a maximum of 12 (twelve) months.

12.5 Paragraphs 1 (one) and 3 (three) apply accordingly to defects whose cause lies exclusively or predominantly in faulty assembly/installation by Lensvelt. If assembly/installation of the product is carried out by Lensvelt, the periods referred to in paragraph 1 (one) shall commence on the day on which assembly/installation is completed by Lensvelt, with the proviso that in that case the warranty period shall in any case end if 12 (twelve) months have passed since delivery in accordance with article 5 (five), paragraph 2 (two).

12.6 In any case not covered by the guarantee are defects that occur in, or are wholly, or partially the result of:

12.6a Failure by Customer to observe the operating and/or maintenance instructions or use other than for the intended normal use;

12.6b Normal wear and tear;

12.6c Assembly/installation or repair by third parties and/or Customer;

12.6d Too high a voltage on the Customer’s electricity network, e.g. as a result of a lack of surge protection;

12.6e The application of any government regulation regarding the nature or quality of the materials used;

12.6f Materials and/or items used in consultation with or on the explicit instruction of the Client or materials and/or items supplied by or on behalf of the Client or provided for processing;

12.6g Working methods and constructions applied at the express instruction of the Client.

12.7 If the Customer does not fulfil or does not properly fulfil in a timely manner any obligation arising for it from the contract concluded with Lensvelt or from a contract related to it, Lensvelt shall not be liable for any guarantee with regard to any of these contracts. If the Customer proceeds to dismantle, repair or perform any other work on the product, or has a third party do so, without Lensvelt’s prior written permission, any claim under the warranty shall be forfeited.

12.8 If, in order to fulfill its warranty obligations, Lensvelt replaces parts/Products, the replaced parts/Products become its property.

12.9 If Lensvelt has had material and/or construction errors repaired under the guarantee or has replaced the relevant Products, it shall have fully discharged its guarantee obligations and shall not be liable for any further (damage) compensation, unless the damage results from intent or gross negligence on the part of Lensvelt, its employees or third parties it has called in, or liability ensues from Title 3 (three), Part 3 (three), Book 6 (six) of the Dutch Civil Code. Nor can the Customer claim dissolution of the Agreement on the basis of proven material and/or construction errors, unless the Customer cannot reasonably be expected to uphold the Agreement.

            13. Liability

13.1 Lensvelt’s liability shall be limited to fulfillment of the warranty obligations described in Article 12 (twelve).

13.2 Except in the case of gross negligence on the part of Lensvelt, the applicability of the statutory provisions concerning product liability as laid down in implementation of the relevant EU directive and except as provided in paragraph 1 (one), all liability on the part of Lensvelt, such as for (but not limited to) loss of profits, other indirect damage (including consequential damage) and damage resulting from liability towards third parties, is excluded. This exclusion shall not be invoked if such an invocation, as the case may be, would lead to a result that is unacceptable according to the standards of reasonableness and fairness.

13.3 Without in any way detracting from the provisions elsewhere in these general terms and conditions, Lensvelt shall not be liable for any defect in the delivery of the Products that results from the incorrectness and/or incompleteness of the information provided by the Customer.

13.4 Lensvelt shall not be liable for:

13.4a Infringement of patents, licenses or other third-party rights
resulting from use of data provided by or on behalf of the Customer;

13.4b Damage to or loss, through whatever cause, of raw materials, semi-finished products, models, tools and other items made available
by the Customer.

13.5 If Lensvelt provides help and assistance (in whatever form), with the assembly of the Products without having received and order, this shall be at the Customer’s sole risk.

13.6 The Customer shall compensate Lensvelt or hold Lensvelt unaccountable with respect to all third-party claims for compensation for which Lensvelt’s liability is excluded in these terms and conditions in the relationship with the Customer.

13.7 Lensvelt is not responsible for the usability of Products for the Customer, nor for any damage caused by the use of Products, if Products are used by the Customer in a different manner or for a different application than stated in the Product Specifications.

13.8 Lensvelt is not liable for advice given or to be given unless it has been or will be the explicit subject of a written (advice) Agreement. If to the extent that this Agreement provides for Lensvelt’s liability.

13.9 Lensvelt’s liability caused by failure to perform its obligations shall at all times be limited to the amount stated on the invoice that Lensvelt has charged the Customer in respect of the delivery of the Products as well as to the amount paid put by an insurer under the relevant insurance policy.

13.10 For a Customer located in the United Kingdom, the following shall apply in addition to paragraph 9 (nine) of this article: Notwithstanding any other provision in these Lensvelt terms and conditions, no liability shall be excluded – in relation to situations relating to the performance of the Agreement – insofar as arising from or in respect of:

  • Death or bodily injury resulting from negligence;
  • The ownership rights that Lensvelt may assert in respect of the
    Products (good title of the goods) with the meaning of section
    12 (twelve) Sale of Goods Act (insofar as this Act applies in
    the countries of the United Kingdom);
  • For fraud or fraudulent misrepresentation;
  • Liability that cannot be excluded under mandatory law.

14. Intellectual Property and Know-How

14.1 All intellectual property rights and know-how in connection with the Products shall remain vested in Lensvelt unless otherwise agreed in writing between Lensvelt and the Customer. The foregoing shall also apply in the event that Lensvelt creates Products especially for the Customer and the Customer has paid for them.

14.2 Copyright to advice, drawings, script, images, models, sketches, furnishing proposals, presentations, product specifications and descriptions provided by Lensvelt shall always remain reserved to Lensvelt.

14.3 If Lensvelt and the Customer agree in writing that the intellectual property rights are vested in the Customer, the Customer grants Lensvelt an unrestricted, worldwide license to product and exploit the relevant Products under its own name, unless otherwise agreed upon in a written format. If so (agreed in writing), Lensvelt shall pay a fee for the aforementioned exploitation.

14.4 If and as long as the intellectual property rights to the Products are vested in Lensvelt, the Customer shall refrain from any infringement of such intellectual property rights, including but not limited to registering in any intellectual property right, claiming any intellectual property right as its property, and producing and/or exploiting the Products without the prior consent of Lensvelt.

14.5 If and as long as the intellectual property rights are vested in Lensvelt, Lensvelt shall take all the reasonable precautions to prevent the Products delivered from infringing any third-party intellectual property right applicable in the Netherlands. Nevertheless, if Lensvelt can be reproached for infringing such a right, Lensvelt shall, without prejudice to the limits set in Article 12 (twelve), at its discretion retract the delivered item against crediting of the acquisition costs, ensure that the Customer can continue to use the delivered item, or any equivalent other product, without interference, or indemnify the Customer against the costs of legal assistance in connection with the defense against such infringement.

14.6 The provisions of the foregoing paragraph shall apply only if the Customer notifies Lensvelt in writing within 2 (two) months after the Customer becomes aware of a claim by a third party referred to in that paragraph, enables Lensvelt to independently defend its interests face-to-face the party asserting the intellectual property rights, and grants the Customer full cooperation in connection with the defense against such infringement.

14.7 The measures mentioned in the paragraphs above in the event of infringement of a third party’s intellectual property right are the only measures that Lensvelt shall be obliged to take in this regard; the Customer shall have no other rights and/or claims against Lensvelt in this regard.

14.8 Customer shall refrain from using trademarks exploited by Lensvelt or use of similar pictorial, sound, form or word indications and/or combinations, regardless of the existence or absence of a deposit in that regard, unless the use is permitted by Lensvelt in written form.

            15. Models, Tools, Dies and Moulds

Unless agreed otherwise, models, tools, dies and moulds produced especially for the Customer shall remain the property of Lensvelt, even if costs have been charged for them. If no orders for a certain article have been received and accepted by Lensvelt for two years, Lensvelt shall be entitled to destroy the models, tools, dies and moulds concerned without notifying the Customer concerned.

            16. Non-attributable Failure (Force Majeure)

16.1 In the event of a force majeure, Lensvelt shall be entitled either to suspend fulfilment of its obligations towards the Customer or to terminate the Agreement in whole or in part without judicial intervention and without being liable to pay any damages to the Customer or third parties, such at Lensvelt’s discretion.

16.2 Force majeure shall include: any circumstance beyond Lensvelt’s influence or any circumstance not reasonably foreseen by it that temporarily or permanently prevents fulfillment of its obligations under the Agreement. Such circumstances include: war, threat of war, riots or other disturbances of the public order, fire, natural disasters, strike, (restrictive) government measures, failure to obtain the necessary permits, operational disorders, as well as the total or partial default of third parties from whom he Products are received. 

            17. Suspension and Dissolution

17.1 If the Customer fails to fulfil, fails to fulfil properly or fails to fulfil on time any obligation arising from a contract concluded with Lensvelt, or if there is serious doubt as to whether the Customer is capable of fulfilling its contractual obligations face-to-face with Lensvelt, Lensvelt shall be entitled, without notice of default or judicial intervention, either to suspend performance of any contract concluded with the Customer or to terminate the contract in whole or in part, without being liable to pay any damages and without prejudice to its other rights.

17.2 In one of the parties should apply for a suspension of payments or be declared bankrupt, the other party will be entitled to dissolve the Agreements concluded by means of written notification, or to suspend the performance of its obligations. All payments due to the party entitled to dissolve will then immediately become due and payable. Furthermore, the rights in respect of non-fulfilment of obligations shall remain fully reserved for the party concerned.

            18. Indemnification

The Customer shall indemnify Lensvelt against claims by third parties, including the Customer’s employees, who incur damage in connection with the fulfilment of the contract that is the consequence of acts or omissions by the Customer or of unsafe situations in the Customer’s organization and shall compensate Lensvelt for all costs, damage and interest that may be incurred by Lensvelt as a consequence of claims by the abovementioned third parties against Lensvelt for the Products delivered, services performed and advice given by Lensvelt on behalf of the Customer, all this with due observance of the statutory provisions.

            19. Evidence

In the absence of proof to the contrary, Lensvelt’s administrative data shall be decisive with respect to the (execution of the) Agreement.

            20. Disputes

All disputed in matters to which these terms and conditions of delivery apply shall be submitted to the competent court in Amsterdam, subject to the parties’ right to bring summary proceedings before the competent court in another district.

            21. Applicable Law

Dutch law shall apply exclusively to all matters governed by these terms and conditions. In the event of nullity of one or more provisions of these conditions, the parties shall be bound by riles of as far as possible corresponding purport, which shall not be subject to nullity.

The applicability of the Vienna Sales Convention is expressly excluded.

            22. Priority English Version

The English version of these terms of delivery shall be binding and shall prevail over any translation.

            23. Secrecy

The parties shall maintain secrecy, both in the pre-contractual phase, including the offer stage and during the Agreement, as well as after termination of the Agreement, with respect to all information of a confidential nature that comes to their knowledge in connection with the offer and the Agreement.

LENSVELT CONTRACT B.V.

Herengracht 178

1016 BR Amsterdam

The Netherlands

February 2021