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Terms and Conditions

Article 1. Terms Zirqle B.V.

1. These conditions apply to every offer and agreement, between hereinafter referred to as. Zirqle B.V., and a client, to which Zirqle B.V. has declared these conditions apply, if these conditions by both parties are not deviated expressly and in writing.

2. These conditions also apply to agreements with Zirqle B.V., the performance of which by Zirqle B.V. third parties should be involved.

3. These general conditions are also written for the employees of Zirqle B.V. and its management.

4.The applicability of any purchase or other conditions of the client is explicitly rejected.

5. If one or more conditions in these general conditions have been wholly or partially invalid at any time or could be destroyed, then the rest in these terms and conditions will remain completely applicable. Zirqle B.V. and the Client will enter into negotiations to agree new provisions to replace the invalid provisions, where as much as possible comply with the purpose and intent of the original provisions.

6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found in the term of these provisions.

7. If there is a conflict between parties that is not regulated in these terms and conditions, then the explanation should take place in the term of these provisions.

8.If Zirqle B.V. does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or Zirqle B.V. in any degree would lose the right to otherwise demand strict compliance with the provisions of these terms.

 

Article 2 Offers and Deals

1. All bids and offers of Zirqle B.V. are free, unless it includes a deadline for acceptance of the offer. If no acceptance period is prescribed, no right or entitlement can be derived from the quotation or offer if the product on which the offer or the offer relates to, is no longer available in the meantime.

2.Zirqle B.V. can not be held to its offers if the client can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error contain.

3.The offer prices are exclusive of VAT and other government levies, potential costs within the framework of the contract, including travel and subsistence, shipping and handling, unless otherwise indicated.

4. If the acceptance differs (whether or not to subordinate items) from the offer or the quotation included offerings, then Zirqle B.V. therto is not bound. The agreement will not be achieved in accordance with this deviating acceptance, unless Zirqle B.V. indicates otherwise.

5. A compound quotation requires Zirqle B.V. not to execute part of the assignment against a corresponding part of the price. Offers or quotations do not automatically apply to future orders.

 

Article 3 Contract Duration; execution time limits, risk transfer, implementation and modification agreement; price increase

1.The agreement between Zirqle B.V. and the Client is indefinite, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2.Is to carry out certain activities or an agreed term or specified for the supply of certain things, then this is never a deadline. Beyond a time Client Zirqle B.V. needs therefore liable in writing. Zirqle B.V. It should nevertheless be given a reasonable time to still implement the agreement.

3.Zirqle B.V. will execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. All this, on the base of the known state of knowledge at that time.

4.Zirqle B.V. has the right to perform certain activities by third parties. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is expressly excluded.

5. If by Zirqle B.V. third parties under the contract work is performed on the location of the client or a location designated by the Client, the Client shall provide free of charge by those employees reasonably required facilities.

6.Levering ex works of Zirqle B.V. . The Client is obliged to accept the goods at the time they are made available. If the client refuses or fails to provide information or instructions necessary for delivery, then Zirqle B.V. entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or loss is transferred to the Client at the moment things are available to the client.

7.Zirqle B.V. is entitled to the agreement to be carried out in several stages and to invoice the thus carried out separately.

8. If the contract is carried out in stages, Zirqle B.V. the execution of the parts that belong to a next stage until the client of the results of the preceding phase has been approved in writing.

9.De Client shall ensure that all data, which Zirqle B.V. indicates that it is necessary or that the Client can reasonably be expected to understand that these are required for the execution of the contract, in good time to Zirqle B.V. be provided. If the data required for the execution of the contract on time to Zirqle B.V. provided, has Zirqle B.V. the right to suspend and / or the additional costs resulting from the delay in accordance with the then applicable rates to the Client account in the implementation of the agreement. Implementation shall not commence until after the client data to Zirqle B.V. made available. Zirqle B.V. is not liable for damages of any kind resulting Zirqle B.V. is incorrect and / or incomplete data provided by the Client.

10. If during the execution of the agreement shows that it is necessary for the proper implementation thereof to amend or supplement, then parties will proceed swiftly and in mutual agreement to amend the Agreement. If the nature, scope or content of the agreement, or not, etc., is changed, the competent authorities on request or appointment of the Principal and the agreement is modified qualitatively and / or quantitatively, this can have consequences for what was originally agreed. This may also increase or decrease the amount originally agreed. Zirqle B.V. will advance them as much as possible quotation. By amending the agreement may also specify the initial period of execution

 changed. The Client accepts the possibility of amending the agreement, including the change in price and time of execution.

11. If the agreement is modified, including an addition, then it is Zirqle B.V. entitled to first implement this after it has been agreed for that given by the inner Zirqle B.V. competent person and the client has agreed to the price and other conditions specified for the execution, including for the then determine when it will be implemented. Failure or not immediately implement the amended agreement does not breach of Zirqle B.V. and for the Client no reason to terminate or cancel the agreement.

12. Without thereby in default, it may Zirqle B.V. a request to amend the agreement refuse if it qualitatively and / or quantitatively a result could for example in that context work or goods to be supplied.

13. If the client was in the absence of the proper performance of that to which he towards Zirqle B.V. is held, then the Client is liable for any damage to the side of Zirqle B.V. thereby directly or indirectly.

14. If Zirqle B.V. with agrees a fixed fee or fixed price, then Zirqle B.V. nevertheless always entitled to increase this fee or price without the Client is entitled in this case to the agreement to terminate this reason, if the price increase resulting from a power or duty under the law, regulations or is caused by an increase in the price of raw materials, wages, etc., or other grounds that were not reasonably foreseeable at the conclusion of the agreement.

15. If the price other than as a result of a change of the contract is more than 10% and occurs within three months after the conclusion of the agreement, then only the client which makes a claim on Title 5, Section 3 of Volume 6 of the BW entitled ovthe agreement by a written notice, unless Zirqle B.V.

- then still willing to perform the contract on the basis of the originally agreed;

- If the price increase resulting from a power or a Zirqle B.V. obligation under the law;

- if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;

- or, in the delivery of an item, if it is stipulated that the delivery will take place more than three months after the sale.

 

Article 4 Suspension, dissolution and termination of the agreement

1.Zirqle B.V. is authorized to suspend the fulfillment of the obligations or terminate the agreement if the Client does not fully or timely comply with the obligations under the agreement, after concluding the agreement Zirqle B.V. learns of circumstances giving good ground to fear that the client will not fulfill his obligations, if the client at the conclusion of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security or insufficient or if not longer Zirqle BV by the delay on the part of the Client can be expected that he will fulfill the contract on the terms originally agreed.

2.Moreover is Zirqle B.V. entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement not reasonably Zirqle B.V. may be required.

3. If the agreement is dissolved, the claims of Zirqle B.V. repayable on the client. If Zirqle B.V. suspends fulfillment of the obligations, he retains his rights under the law and agreement.

4. If Zirqle B.V. proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.

5. If the dissolution is attributable to the Customer, Zirqle B.V. entitled to compensation for damages, including costs, thereby directly and indirectly.

6. If the Customer does not fulfill his obligations under the agreement and justifies this failure dissolution, then Zirqle B.V. authorized the agreement immediately and terminate with immediate effect without any obligation to pay any damages or compensation, while the Client, by virtue of default, or for damages or compensation is required.

7. If the agreement is terminated by Zirqle B.V. will Zirqle B.V. in consultation with the Client, arrange for transfer of additional work to third parties. Unless the termination of the Principal is accountable. If the transfer of work for Zirqle B.V. additional costs incurred, they will be charged to the client. The Client shall pay such costs within the period mentioned, unless Zirqle B.V. indicates otherwise.

8.In the case of winding-up, (application for) suspension of payment or bankruptcy of attachment - if and to the extent that the attachment has not been removed within three months - at the expense of the Client, of debt or other circumstance that the client does not longer freely about his ability available, it is Zirqle BV free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation to pay any damages or compensation. The claims of Zirqle B.V. the client in that case immediately due and payable.

9. If the Customer fully or partially cancels an order placed, then the work will be performed and the appropriate ordered or ready-made things, plus the potential to drain and delivery costs and the reserved time for the execution of the agreement, integral to the Client will be charged.

 

Article 5 Force Majeure

1.Zirqle B.V. is not obliged to fulfill any obligation to the client if he is being hampered due to a circumstance that is not due to negligence, and not under the law, a legal act or generally accepted for its account traffic.

2.Under force majeure is understood in these terms and conditions, in addition to that which is included in the law and jurisprudence, all external causes, or is not foreseen, which Zirqle B.V. no influence, but which prevents Zirqle B.V. is unable to meet its obligations. Strikes in the company of Zirqle B.V. or by including a third party. Zirqle B.V. also has the right to rely upon force majeure if the circumstance that (further) performance of the agreement occurs after Zirqle B.V. should have fulfilled its commitment.

3.Zirqle B.V. can during the period that the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.

4.Voorzoveel Zirqle B.V. at the time of the occurrence of force majeure its obligations under the agreement has been partially fulfilled or will be able to fulfill, and belongs to the complied with, respectively, to comply with part independent value, Zirqle B.V. entitled to invoice the part performed or to be performed. The Client is obliged to pay this invoice as if it were a separate agreement.

 

Article 6 Payment and collection costs

1. Payment must always be made within 30 days after the invoice date, in a way Zirqle B.V. to give way in the currency of the invoice, unless otherwise Zirqle B.V. indicated. Zirqle B.V. is entitled to periodic billing.

2. If the client defaults in the timely payment of an invoice, then the client is legally in default. The client shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the due amount will be calculated from the moment the client is in default until the moment of payment of the full amount owed.

3.Zirqle B.V. is entitled to have the payments made by Client in the first place to reduce the costs, then deducting the interest and finally to reduce the principal and accrued interest. Zirqle B.V. can, without being in default, an offer to refuse payment if the client a different order for the allocation of the payment. Zirqle B.V. may refuse full payment of the principal, if not also the cases and accrued interest and collection costs to be met.

4.De client is never entitled to set off the amount due to Zirqle B.V. owed. Objections to the amount of a bill to suspend the payment obligation. The client who does not appeal to Section 6.5.3 (Articles 231 and 247 of Book 6 BW) is not entitled to the payment of a bill to suspend any other reason.

5. If the client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining satisfaction out of court on behalf of the Client. The extra costs are calculated on the basis of what is usual in the Dutch collection in practice, the calculation method currently II report. If Zirqle B.V. However, higher costs for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the Client. The Client will also owe interest on the collection costs.

 

Article 7 Retention

1.The through under the agreement Zirqle B.V. delivered remains the property of Zirqle B.V. until the client all the obligations under the Zirqle B.V. agreement (s) is properly implemented.

2.The by Zirqle B.V. provided that under paragraph 1. falls under the title, may not be resold and must never be used as currency. The client is not authorized to pledge under the falling retention or encumber in any other way.

3.De Client must always do everything that can reasonably be expected of him from Zirqle B.V. ownership to secure. If third parties seize the wish to establish or exercise or rights provided under retention of title, the client is obliged to Zirqle B.V. notifying immediately. Furthermore, the Client is obliged to insure the goods delivered under retention of title and keep them insured against fire, explosion and water damage and theft and the policy of this insurance on first request to Zirqle B.V. to provide access. Any payment of the insurance Zirqle B.V. entitled to these tokens. Insofar there Client undertakes as necessary against Zirqle B.V. far in advance to cooperate with all that to be that in this context should (prove) necessary or desirable.

4. For the case Zirqle B.V. wishes to exercise his ownership rights mentioned in this article, the Client in advance unconditional and irrevocable consent to Zirqle B.V. and Zirqle B.V. to designate a third party to enter the places where the properties of Zirqle B.V. are and to take them back.

 

Article 8 guarantees, research and advertising, limitation

1.De by Zirqle B.V. to be delivered shall meet the usual requirements and standards that at the time of delivery could be made reasonably and in which they normally use in the Netherlands. The guarantee mentioned in this article applies to matters that are intended for use within the Netherlands. When outside the Netherlands has to verify, the client itself or the use is suitable for use there, and comply with the conditions which they are made. Zirqle B.V. may then other guarantees and other conditions in respect of the supply business or to work.

2.De in paragraph 1 of this Article shall guarantee is valid for a period of two years after delivery, unless the nature of the delivered otherwise or the parties have agreed otherwise. If by Zirqle B.V. warranty that is a good produced by a third party, then the guarantee is limited to those that will be provided by the manufacturer of the case, unless stated otherwise.

3. Any kind of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the Client and / or third parties when, without written permission from Zirqle BV, the Client or third parties to the case have made changes or have tried to bring that other cases were confirmed to be not confirmed or if they were processed or modified other than as prescribed. The Client is not entitled to warranty if the defect is caused by or arising from circumstances where Zirqle B.V. has no influence on, including weather conditions (such as, for example, but not limited to, extreme temperatures or rainfall), et cetera.

4.De client is obliged to (do) investigate immediately the moment that things are made available and the relevant activities are carried out. While the Commissioner to investigate whether the quality and / or quantity of the product corresponds to the no agreed and meets the requirements of the parties thereto have agreed. Any visible defects in writing within fourteen days after delivery Zirqle B.V. be reported. Any defects are not visible immediately, but in any case, within fourteen days, after detection thereof, in writing to Zirqle B.V. be reported. The report must contain a detailed description of the defect, so Zirqle B.V. able to respond adequately. The Principal must Zirqle B.V. to make (do) investigate a complaint the opportunity.

5. If the client timely complaint, suspend its payment obligation. The client is ook hero That case to accept and pay for the otherwise ordered and what he Zirqle B.V. has commissioned.

6. If a defect notification is made, the client is not Entitled to repair, replacement or compensation.

7. If it is established That a case is weak and That connection is good time, then will Zirqle B.V. the defective item within a reasonable time after the return receipt or, if return is not reasonably possible, written notification of the defect by the Principal's discretion Zirqle B.V. , Replace or repair thereof, or replacement fee to the client. In case of replacement, the client is obliged to replace the matter to Zirqle B.V. return and the ownership there to Zirqle B.V. to provide, Unless Zirqle B.V. Indicates otherwise.

8. If it is established That a complaint is unfounded, then the concomitant costs, zoals the cost of research, on the side of Zirqle B.V. Thereby cases, for the account of the client.

9.Na the warranty period, all costs for repair or replacement, zoals administration, shipping and call costs are charged to the client.

10. Notwithstanding the statutory limitation periods, the limitation of all claims and defenses against Zirqle B.V. and by Zirqle B.V. in the performance of a third party, one year.

 

Article 9 Liability

1. If Zirqle B.V. is liable, this liability is limited to the stipulations of this provision.

2.Zirqle B.V. is not liable for damages of any kind, caused by the incorrect and/or incomplete information provided by or on behalf of the client.

3. If Zirqle B.V. is liable for any damages, the liability of Zirqle B.V. is limited to a maximum of the invoice value of the order, at least for that part of the order which the liability relates.

4.De liability of Zirqle B.V. is in any case always limited to the amount of payment of its insurer, as appropriate.

5.Zirqle B.V. is only liable for direct damage.

6.Onder Direct damage is only the reasonable costs of-determining the cause and extent of the damage, where the establishment relates to damage under synthesis conditions, any reasonable costs to the poor performance of Zirqle B.V. to answer to the agreement, so far as to Zirqle B.V. Incurred costs and reasonable attributable to preventable or limit damage, insofar as the Client Demonstrates That thesis costs

resulted in mitigation of direct damage under synthesis conditions. Zirqle B.V. is not liable for indirect damages, consequential damages-including, lost profits, savings lost and loss due to business interruption.

7.De this article or liability limitations do not apply if the damage is due to intent or gross negligence or Zirqle B.V. or his senior subordinates.

 

Article 10 Indemnification

1.The customer indemnifies Zirqle B.V., for any damaged caused by any third parties in connection with the execution of the agreement and where the cause other than Zirqle B.V. can be attributed. If Zirqle B.V. for that reason should be addressed by third parties, then the Client is immediately kept to assist Zirqle B.V. both in and outside law and what to do it for him what in that case can be expected. Should the Client fail to take adequate measures, then Zirqle B.V., is without notice, entitled themselves doing so. All costs and damages on the part of Zirqle B.V. Arose osmanthus and others, are for the account and risk of the Client.

 

Article 11 Intellectual property

1.Zirqle B.V. retains the rights and powers for How many followers he is Entitled under the Copyright and other intellectual laws and regulations. Zirqle B.V. has the right Brought by the execution of an agreement at his side Increased knowledge for other purposes, provided That no strictly confidential information of the Client to third parties.

 

Article 12 Applicable law and disputes

1.The legal relationship with Zirqle B.V. party, only Dutch law, usefull if a contract Wholly or partly abroad or if the party Involved in the legal relationship resides. The applicability of the CISG is excluded.

2.De judge in the place of Zirqle B.V. has exclusive jurisdiction to hear disputes, Unless the law requires otherwise. Nevertheless Zirqle B.V. the right to submit the dispute to the competent court approves thing to law.

3.Parties will first appeal to the courts after they have done their utmost effort to settle a dispute by mutual agreement.

 

Article 13 Location and change policy

1. These conditions are registered with the Chamber of Commerce Southeast Brabant.

2.The application is the last registered version at the chamber of commerce c.q. the version valid at the time of the creation of the legal relationship with Zirqle B.V. .

3.De Dutch text of the general conditions is decisive for its interpretation.

 

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