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Terms & conditions

 

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT CLARITY Design & Sonic Optimization V.O.F., ALOYSIUSPLEIN 1, 5104 BZ DONGEN, REG. NO. KVK: 93486502

 

GENERAL PART

 

ARTICLE 1: APPLICABILITY OF GENERAL TERMS AND CONDITIONS

1.1. These general terms and conditions apply to all offers and all agreements of purchase and sale, of lease and rental, as well as all agreements for the performance of work by CLARITY Design & Sonic Optimization V.O.F., hereinafter referred to as "CLARITY Design & Sonic Optimization".

1.2. The client or buyer or lessee will hereinafter be referred to as "the counterparty". The applicability of the general terms and conditions used by the counterparty is expressly rejected.

1.3. Deviations from these general terms and conditions shall only apply after written confirmation by the management of CLARITY Design & Sonic Optimization.

1.4. If any provision in these general terms and conditions should be declared null and void by the court, the parties undertake to consult and negotiate further on the content of the relevant provision, whereby the purpose and intent of the null and void provision shall be taken into account as much as possible. The remaining provisions shall remain fully applicable.

1.5. CLARITY Design & Sonic Optimization is authorized to make changes to these general terms and conditions. These changes shall take effect at the time announced by CLARITY Design & Sonic Optimization. CLARITY Design & Sonic Optimization shall send the amended terms and conditions to the counterparty as soon as possible.

 

ARTICLE 2: OFFERS

2.1. All offers made by or on behalf of CLARITY Design & Sonic Optimization are non-binding. CLARITY Design & Sonic Optimization may revoke its offers at any time, unless it is expressly stated that the offer is irrevocable.

2.2. The descriptions and specifications that form part of the offer are all based on information known to CLARITY Design & Sonic Optimization. Minor deviations from this are possible and must be accepted by the counterparty.

 

ARTICLE 3: FORMATION OF AGREEMENT

3.1. An agreement is concluded upon written confirmation by CLARITY Design & Sonic Optimization of the provided order. Agreements entered into by employees of CLARITY Design & Sonic Optimization are only binding after written confirmation by the management of CLARITY Design & Sonic Optimization.

 

ARTICLE 4: DELIVERY TIME, DELIVERY, AND RISK

4.1. CLARITY Design & Sonic Optimization provides delivery times as accurately as possible. Delivery times are never to be considered as strict deadlines. They are merely indicative. CLARITY Design & Sonic Optimization endeavors to deliver within the specified time unless otherwise agreed upon in writing.

4.2. The counterparty is not entitled to any form of compensation in the event of any exceeding of the specified delivery time, unless expressly agreed otherwise or if the exceeding is the direct and immediate result of gross negligence or intent on the part of CLARITY Design & Sonic Optimization.

4.3. Delivery is ex works unless otherwise agreed.

4.4. The risk of the delivered goods is borne by the counterparty from the moment the goods have left the premises and/or warehouse of CLARITY Design & Sonic Optimization.

4.5. Transport of ordered goods is at the expense and risk of the counterparty unless expressly agreed otherwise. The counterparty must ensure that the goods are insured during transport. If the counterparty fails to arrange for proper insurance, the goods will be transported uninsured.

 

ARTICLE 5: PRICES

5.1. All price quotations are subject to price changes. If prices rise between the conclusion of the order and the day of execution of the order due to causes beyond the control of CLARITY Design & Sonic Optimization, CLARITY Design & Sonic Optimization reserves the right to pass on these price increases to the counterparty.

 

ARTICLE 6: WARRANTY

6.1 CLARITY Design & Sonic Optimization guarantees the proper execution of work and the delivered goods, provided that CLARITY Design & Sonic Optimization provides a warranty for installation for 1 year and guarantees the absence of manufacturing or material defects for one year, or for as long as the factory warranty lasts.

6.2 No more warranty is given on parts obtained by CLARITY Design & Sonic Optimization from third parties than what the respective supplier grants to CLARITY Design & Sonic Optimization.

6.3 Defects arising from normal wear and tear, improper use, improper or incorrect maintenance, or occurring after modification or repair by third parties are not covered by the warranty.

 

ARTICLE 7: ENGAGEMENT OF THIRD PARTIES

7.1 Where necessary for the proper execution of the assignment, CLARITY Design & Sonic Optimization has the right to engage third parties to carry out the assignment.

 

ARTICLE 8: RETENTION OF TITLE

8.1 CLARITY Design & Sonic Optimization retains ownership of the goods delivered and to be delivered until the moment the counterparty has fulfilled its payment obligations towards CLARITY Design & Sonic Optimization. Payment obligations include payment of the purchase price, increased by claims for work performed related to that delivery, as well as claims for any compensation for damages due to the counterparty's failure to fulfill obligations.

8.2 If the counterparty is in default with regard to its obligations under the agreement towards CLARITY Design & Sonic Optimization, CLARITY Design & Sonic Optimization is entitled to retrieve the goods belonging to it, at the expense of the counterparty, from the location where they are situated. The counterparty is obliged to cooperate in this regard. The counterparty irrevocably authorizes CLARITY Design & Sonic Optimization to enter the premises used by or for him for this purpose.

8.3 The counterparty is not allowed to pledge the delivered goods or grant any security or usage rights to a third party until ownership of those goods has transferred from CLARITY Design & Sonic Optimization to the counterparty.

8.4 The counterparty must insure and keep insured the goods delivered under retention of title for the duration of the retention of title.

 

ARTICLE 9: FORCE MAJEURE

9.1 If CLARITY Design & Sonic Optimization is prevented from fulfilling the agreement in whole or in part, or from fulfilling it in a timely manner due to force majeure, CLARITY Design & Sonic Optimization is entitled to cancel the agreement, to the extent not yet performed, or to temporarily suspend it, without being liable to the counterparty for any compensation.

9.2 Force majeure shall include, but not be limited to: all involuntary disruptions or hindrances making the execution of the agreement difficult, such as storms, floods, and other natural disasters, hindrances by third parties, strikes and disturbances, riots, war or the threat of war, loss or damage of materials, illness of employees, delayed delivery of goods and materials ordered by CLARITY Design & Sonic Optimization, transportation difficulties, mechanical and other malfunctions occurring in its products beyond the control of CLARITY Design & Sonic Optimization, and similar incidents.

 

ARTICLE 10: PAYMENT TERMS

10.1 Invoices must be paid no later than thirty days after the invoice date, unless otherwise agreed upon in writing. Payment must be made without set-off, discount, and/or suspension.

10.2 If an invoice is not fully paid after the expiration of the period mentioned in paragraph 1, the counterparty shall owe CLARITY Design & Sonic Optimization, without any notice of default being required, interest at a rate of 1.5% of the amount due for each month that full payment is outstanding. Fractions of a month shall be considered as a full month for this calculation.

10.3 All costs, both judicial and extrajudicial costs, including collection costs, bailiff costs, lawyer costs, incurred for the collection of overdue amounts shall be borne by the counterparty. These extrajudicial costs amount to at least 15% of the invoice amount, with a minimum of € 250.

10.4 CLARITY Design & Sonic Optimization is entitled, if the counterparty fails to make timely payment, to terminate the agreement, with or without a claim for damages. Furthermore, in the event that the counterparty fails to meet its payment obligations in a timely manner, CLARITY Design & Sonic Optimization is entitled to suspend the performance of the obligations entered into with the counterparty regarding delivery, rental, or the execution of work until payment has been made or adequate security has been provided.

 

ARTICLE 11: COMPLAINTS

11.1 The counterparty is obliged to inspect and check the goods delivered by CLARITY Design & Sonic Optimization immediately upon receipt for visible defects. Any discrepancies in the agreed quantity and/or quality of the goods, as well as any transport damage, and other visible defects, must be reported to CLARITY Design & Sonic Optimization in writing within eight working days after delivery, under penalty of forfeiture of rights to demand performance, termination, annulment, and/or compensation.

11.2 In case of defects in the delivered goods not visible at the time of delivery, the counterparty is obliged to notify CLARITY Design & Sonic Optimization thereof, within five days after the defect has been discovered by the counterparty or could reasonably have been discovered, in writing, specifying the nature and quantity of the defects or shortcomings, under penalty of forfeiture of rights to demand performance, termination, annulment, and/or compensation.

 

ARTICLE 12: LIABILITY

12.1 CLARITY Design & Sonic Optimization's liability for direct and indirect damages is excluded in all cases unless there is intent or conscious recklessness on the part of CLARITY Design & Sonic Optimization.

12.2 Without prejudice to the provisions of the previous paragraph of this article, CLARITY Design & Sonic Optimization's liability, for whatever reason, is in any case limited to the invoice amount of the goods delivered and/or rented out or the work performed.

12.3 Without prejudice to the provisions of the preceding paragraphs of this article, CLARITY Design & Sonic Optimization's liability is at all times limited to the amount of the compensation paid by CLARITY Design & Sonic Optimization's insurer, plus the deductible owed by CLARITY Design & Sonic Optimization, per event.

12.4 Any legal action by the counterparty against CLARITY Design & Sonic Optimization, arising from a (whether or not attributable) breach or unlawful act by CLARITY Design & Sonic Optimization towards the counterparty or from any other legal basis, shall lapse twelve months after the counterparty has first complained to CLARITY Design & Sonic Optimization regarding this matter.

 

ARTICLE 13: SUSPENSION AND TERMINATION

13.1 If the counterparty fails to fulfill one or more of its obligations, fails to do so properly, or fails to do so in a timely manner, all obligations of CLARITY Design & Sonic Optimization towards the counterparty, for whatever reason, shall be suspended until the relevant obligations have been fully fulfilled by the counterparty.

13.2 CLARITY Design & Sonic Optimization may immediately and without notice (in whole or in part) terminate the agreement with the counterparty in the event of:

  1. a failure by the counterparty to fulfill an obligation incumbent upon him, which constitutes a material breach;
  2. (filing for) bankruptcy, suspension of payments, legal debt restructuring or liquidation of the counterparty;
  3. attachment of any asset of the counterparty.

13.3 In the event of termination of the agreement concluded with the counterparty, all amounts owed by the counterparty to CLARITY Design & Sonic Optimization shall become immediately due and payable, without prejudice to CLARITY Design & Sonic Optimization's right to full compensation for damages.

13.4 If the counterparty cancels an agreement, and such cancellation is accepted by CLARITY Design & Sonic Optimization, the counterparty shall owe CLARITY Design & Sonic Optimization 25% of the price agreed upon in the agreement. If cancellation of the agreement occurs within seven days prior to the scheduled execution of the agreement, the counterparty shall owe 50% of the price agreed upon in the agreement. If cancellation occurs within twenty-four hours prior to the scheduled execution of the agreement, the counterparty shall owe 100% of the price agreed upon in the agreement. In addition, the counterparty shall owe an amount equal to the costs incurred by CLARITY Design & Sonic Optimization up to the moment of cancellation.

 

ARTICLE 14: APPLICABLE LAW AND DISPUTE RESOLUTION

14.1 Dutch law applies to all offers, orders, agreements, and/or other commitments to which these general terms and conditions apply, as well as any disputes arising therefrom.

14.2 Any disputes between CLARITY Design & Sonic Optimization and the counterparty shall be exclusively settled by the District Court of 's-Hertogenbosch, subject to the jurisdiction of the Subdistrict Sector.

 

SPECIAL SECTION

 

ARTICLE 15: FOR RENTAL AGREEMENTS

15.1 This article (in addition to what has already been stipulated in the general section) applies to any rental agreement concluded between CLARITY Design & Sonic Optimization and the counterparty. If provisions in this article deviate from the articles in the general section, the provisions contained herein shall apply.

15.2 The counterparty must ensure that CLARITY Design & Sonic Optimization can execute the agreements made in the rental agreement at the agreed time and place. This includes ensuring that CLARITY Design & Sonic Optimization has access to the location where the activities under the agreement are to be performed and that CLARITY Design & Sonic Optimization is allowed to pick up the rented items at the agreed time. This location must be free of obstacles and similar hindrances that obstruct the execution of activities by CLARITY Design & Sonic Optimization.

15.3 The counterparty must ensure that there are sufficient (power) supply facilities at the location where the rented items are to be delivered and placed.

15.4 If CLARITY Design & Sonic Optimization is not given the opportunity to execute the agreement at the agreed time and place, or if the location does not meet the requirements (including the presence of sufficient power supply), the counterparty is in default without a notice of default being required. In that case, CLARITY Design & Sonic Optimization is entitled to immediately terminate the agreement, and the counterparty is obliged to compensate CLARITY Design & Sonic Optimization for the full damages suffered. The damages include, at least, the entire invoice amount.

15.5 The counterparty must ensure adequate insurance for the risks that may arise from the agreement, covering both material and personal damages. The counterparty expressly indemnifies CLARITY Design & Sonic Optimization from any claims by third parties related to the execution of the agreement and the activities carried out under the agreement.

15.6 The counterparty must inspect the rented items for defects upon receipt. Any defects must be reported to CLARITY Design & Sonic Optimization in writing within 24 hours of receipt. If no defects are reported to CLARITY Design & Sonic Optimization within the specified 24-hour period, the rented items are deemed to have been received free of defects.

15.7 The counterparty is obliged to take care of the rented items during the rental period as a good custodian. The counterparty is not allowed to make any modifications to the rented items, including repairs, without the permission of CLARITY Design & Sonic Optimization.

15.8 CLARITY Design & Sonic Optimization has the right to inspect the rented items and the manner of their use during the rental period.

15.9 The counterparty is obligated to return the rented items in a timely manner or to enable CLARITY Design & Sonic Optimization to retrieve the rented items in a timely manner. In case of exceeding the rental period, the counterparty is liable to pay a fee based on the agreed daily rate without further notice, plus an immediately payable penalty equal to twice the daily rate, without prejudice to the right of CLARITY Design & Sonic Optimization to claim full compensation for its damages.

15.10 Rental prices are based on payment within 30 days unless otherwise agreed, excluding operation, transport, setup, and connection of equipment, as well as excluding VAT, from the address of CLARITY Design & Sonic Optimization.

15.11 CLARITY Design & Sonic Optimization is not liable to the counterparty or third parties for damages caused by the counterparty's own use of the rented items, personnel, or third parties, unless the damage results from the intentional or reckless conduct of CLARITY Design & Sonic Optimization.

15.12 The counterparty indemnifies CLARITY Design & Sonic Optimization against third-party claims arising from the use of the rented items.

15.13 CLARITY Design & Sonic Optimization is not liable for damages due to downtime, malfunction, or poor performance of the rented items or any part thereof, unless the damage is due to the intentional or reckless conduct of CLARITY Design & Sonic Optimization.

15.14 The counterparty is liable for all damages to and/or loss of the rented items occurring during the rental period, regardless of the cause. In case of damage and/or loss, the counterparty owes CLARITY Design & Sonic Optimization an amount equal to the new value of the rented items, or similar product.

15.15 The counterparty must insure the rented items for damage, loss, and destruction during the term of the rental agreement.

15.16 In case of loss, disappearance, damage, or any defect in the rented items, the counterparty shall promptly inform CLARITY Design & Sonic Optimization.

15.17 The rented items remain the property of CLARITY Design & Sonic Optimization at all times. The counterparty is not allowed to sublet the rented items or otherwise transfer them to third parties.

Version 1.0 April 2024