General conditions

General conditions

Article 1. General

  1. These conditions apply to every offer, quotation and agreement between Recranet B.V., hereafter referred to as “Recranet B.V.”, and a Counter Party on which Recranet B.V. has declared these conditions to be applicable, insofar parties do not deviate from these conditions, explicitly and in writing.
  2. The present conditions are also applicable on agreements with Recranet B.V., for the execution thereof Recranet B.V. must involve third parties.
  3. These general conditions have also been written for the employees of Recranet B.V. and her board of directors.
  4. The applicability of possible purchase or other conditions of the Counter Party is explicitly rejected.
  5. In case one or more conditions in these general conditions are void completely or partially at any moment or are voided, then the remainder in these general conditions remain completely applicable. Recranet B.V. and the Counter Party will then enter into negotiations in order to agree on new conditions to replace the voided conditions, where the goal and the scope of the original conditions will be taken into account as much as possible.
  6. In case there is uncertainty regarding the explanation of one or more conditions of these general conditions, then the explanation must occur 'in the spirit' of these conditions.
  7. In case a situation arises between parties that is not discussed in these general conditions, then this situation must be judged in the spirit of these general conditions.
  8. In case Recranet B.V. does not always demand the strict compliance of these conditions, that does not mean that the conditions thereof are not applicable, or that Recranet B.V. would lose the right in any way to demand strict compliance of the provisions of these conditions in other cases/li>
  9. Recranet B.V. reserves the right to place a reference to the website of Recranet (Website: Recranet) on the websites that have been developed by her.

Article 2. Quotations and offers

  1. All quotations and offers of Recranet B.V. are without obligation, unless in the quotation a term for acceptance has been stated. A quotation or offer expires in case the product to which the quotation or offer is related is no longer available.
  2. Recranet B.V. cannot be held to his quotations or offers in case the Counter Party can reasonably understand that the quotations or offers or a part thereof contains an obvious mistake or error or in case unforeseen more work is involved during the execution of the work.
  3. The prices that are quoted in the quotation or the offer are exclusive of VAT and other taxes as well as possible costs to be made within the framework of the agreement, including travel expenses, accommodation costs, shipment and administrative costs, unless otherwise indicated.
  4. In case the acceptance (whether or not on minor points) deviates from the offer that is included in the quotation or offer, then Recranet B.V. is not bound to that. In that case the agreement does not come about in agreement with these deviating acceptance unless Recranet B.V. indicates differently.
  5. A composite quote does not oblige Recranet B.V. to execute a part of the assignment against a corresponding part of the quoted price. Quotations or offers do not automatically apply to future orders.

Article 3. Duration contract; delivery terms, execution and change agreement; price increase

  1. The agreement between Recranet B.V. and the Counter Party is entered into for an undetermined duration, unless the character of the agreement dictates differently or in case parties explicitly and in writing agree otherwise.
  2. If for the completion of certain work or for the delivery of certain items a time period was agreed upon or stipulated, then this is never a fatal term. When a time period is exceeded, the Counter Party must default Recranet B.V. immediately in writing. Recranet B.V. must be offered a reasonable time period in which to still execute the agreement.
  3. Recranet B.V. has the right to have certain work done by third parties.
  4. Recranet B.V. has the right to execute the agreement in different phases and to invoice the part that was executed thus.
  5. In case the agreement is executed in phases, Recranet B.V. may postpone the execution of those parts that belong to the next phase until the Counter Party has approved of the results of the previous phase in writing.
  6. In case Recranet B.V. needs information of the Counter Party for the execution of the agreement, then the execution period does not start before the Counter Party has made this data correctly and completely available to Recranet B.V.
  7. In case it appears during the execution of the agreement that it is necessary to change or supplement this in order to be able to execute it to satisfaction, then parties shall adjust the agreement in a timely manner and in mutual consultation. In case the character, scope or contents of the agreement, whether at the request or direction of the Counter Party or not, of the competent authority, etc., is changed and that results in the change of the agreement, qualitative and or quantitative, then this can have consequences for that what had been agreed upon originally. This can cause the originally agreed upon amount to increase or decrease. Recranet B.V. shall quote a price for that as much in advance as possible. By changing the agreement, the originally quoted term of execution may be changed. The Counter Party accepts the possibility of change of the agreement, including the change in price and time period of execution.
  8. In case the agreement is changed, including an addition, Recranet B.V. has the right to wait with the execution until it has been approved by the authorized person within Recranet B.V. and the Counter Party agrees with the quoted price for the execution and other conditions, including the then to be determined time period in which it will be executed. Whether or not the changed agreement is executed immediately does also not mean it is a default for Recranet B.V. and is no reason for the Counter Party to cancel the agreement.
  9. Without defaulting, Recranet B.V. can refuse a request for change of the agreement, if this can have qualitative and / or quantitative consequences for for instance work to be executed or goods to be delivered within the framework of the agreement.
  10. In case the Counter Party defaults in the proper adherence of that which he is bound to towards Recranet B.V., then the Counter Party is responsible for all damages (including the costs) incurred by Recranet B.V. directly or indirectly because of that.
  11. In case Recranet B.V. agrees upon a certain price when entering into the agreement, then Recranet B.V. is still entitled to increase the price under the following circumstances, also when the price was not quoted conditionally originally.
  12. In case the price increase is the result of a change of the agreement;
  13. in case the price increase is the result of an accruing authority of Recranet B.V. or a duty imposed on Recranet B.V. because of the law;
  14. In other cases, with the understanding that the Counter Party does not act in the execution of a profession or company, has the right to dissolve the agreement by written declaration if the price increase is more than 10% and occurs within three months after the agreement was entered into, unless Recranet B.V. at that time is still prepared to execute the agreement based on what was originally agreed upon, or in case it was stipulated that the delivery shall take place later than three months after the purchase.
  15. Webhosting and domain registration agreements will be entered into for a minimum period of two years and will be invoiced every year. Cancellation of the agreement must occur in writing, at lest three months before the end of the current year. In case the Counter Party does not meet these conditions, then the contract will continue and the Counter Party is obliged to also pay the invoice of the coming year. Deviations of this article must be confirmed in writing by Recranet B.V.
  16. Websites or applications that contain a CMS (Content Management System) require periodical updates and maintenance. The Counter Party is obligated to accept during the entire life and/or operating time of his or her website or application the 'CMS service', these are periodical costs.
  17. Maintenance packages are implicitly extended every year with a period of one year. For a maintenance package there is a notice period of at least one month before the end of the duration. The hourly rate within a maintenance package may increase every year, causing the number of strips that are available within the package to decrease.

Article 4. Suspension, dissolution and mid-term cancellation of the agreement

  1. Recranet B.V. is authorized to suspend the obligations or to dissolve the agreement effective immediately, if:
    1. the Counter Party does not fulfill, not completely or not in a timely manner fulfills the duties from the agreement;
    2. the Counter Party defaults on payment of invoices;
    3. After entering into an agreement Recranet B.V. has discovered that there are solid reasons to fear that the Counter Party shall not meet their obligations;
    4. the Counter Party was requested during the closing of the agreement to provide security for the meeting of their duties arising from the agreement and this security does not materialize or is insufficient;
    5. if because of a delay from the side of the Counter Party it cannot be expected from Recranet B.V. that they will meet the original agreed upon conditions from the agreement, Recranet B.V. has the right to legally dissolve the agreement;
    6. in case there are circumstances that are of such nature that compliance of the agreement are impossible or unchanged upholding of the agreement cannot reasonably be required from Recranet B.V.;
    7. in case the dissolution is contributable to the Counter Party, Recranet B.V. has the right to compensation for the damages, including the costs that arise thereof, directly or indirectly;
    8. in case the agreement is dissolved, the claims that Recranet B.V. has on the Counter Party are immediately due. In case Recranet B.V. suspends the fulfillment of the duties, they retain their claims through the law and the agreement;
    9. in case Recranet B.V. based on the mentioned in this article, starts suspension or dissolution, on that account they are in no way held to dispensation of costs and damages that arise from that in any way or indemnification, while the Counter Party, due to beach of contract, is obligated to indemnification or compensation;
    10. in case the agreement is cancelled intermediately by Recranet B.V., then Recranet B.V. in consultation with the Counter Party will ensure the transfer of work that still needs to be done to a third party. This unless the cancellation is attributable to the Counter Party. Unless the intermediate cancellation is attributable to Recranet B.V. the costs for the transfer will be charged to the Counter Party. Recranet B.V. shall inform the Counter Party as much as possible in advance concerning the scope of these costs. The Counter Party is obliged to pay these costs within the time period set by Recranet B.V. unless Recranet B.V. indicates otherwise;
    11. in case of liquidation, of (the request of) postponement of payment or bankruptcy, of seizure - if and insofar the seizure is not lifted within three months - at the expense of the Counter Party, of debt restructuring or any other circumstance causing the Counter Party to no longer freely possess their fortune, Recranet B.V. is free to terminate effective immediately the agreement or to cancel the order or agreement, without any obligation on their side to pay any compensation or indemnification. The claims of Recranet B.V. on the Counter Party in that case are due immediately;
    12. in case the Counter Party cancels a placed order completely or in part, the items that are ordered or prepared to that end, plus any transportation costs and the labor time reserved to that end, will be charged integrally to the Counter Party.

Article 5. Force Majeure

  1. Recranet B.V. is not obliged to fulfill any obligations towards the Counter Party if they were hindered in doing that as a result of a circumstance that cannot be attributed to fault, nor pursuant to the law, a legal act or in view of prevailing traffic that comes at their expense.
  2. In these general conditions force majeure is understood to be, other than what is included legally and in jurisprudence concerning that, all external causes, foreseeable or not, over which Recranet B.V. cannot have influence, which however cause Recranet B.V. not to be able to meet their obligations. Recranet B.V. also has the right to appeal to force majeure if the circumstance that prohibits that (further) compliance to the agreement occurs after Recranet B.V. had to meet her obligations.
  3. Recranet B.V. may suspend the obligations that arise from the agreement during the period of force majeure. If this period is longer than two months then each of the parties has the right to dissolve the agreement without obligation to compensate the damage to the other party.
  4. If Recranet B.V. at the time when the force majeure occurs, already has met a part of her obligations from the agreement or is able to meet these, and is owed value from the part that is fulfilled or the part that is to be fulfilled, then Recranet B.V. has the right to separately invoice the part that is fulfilled or the part that is to be fulfilled. The Counter Party is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

  1. Payment must always occur within 14 days after the invoice date, in a manner to be indicated by Recranet B.V. in the currency of the invoice, unless otherwise indicated in writing by Recranet B.V. Recranet B.V. has the right to invoice periodically.
  2. If the Counter Party defaults in paying an invoice on time, then the Counter Party is legally in default. At that time the Counter Party owes interest. In the case of consumer purchase the interest is equal to the legal interest. In other cases the Counter Party owes an interest of 3% per month, unless the legal interest is higher, in which case the legal interest is owed. The interest over the claimable amount will be calculated from the moment that the Counter Party is in default of paying the complete amount due.
  3. Recranet B.V. has the right to use the sums paid by the Counter Party in the first place under subtraction of the costs, then subtraction of the interest owed and finally to go towards the principal amount and the current interest.
  4. Recranet B.V. can, without entering into default because of it, refuse an offer of payment, if the Counter Party indicates a different order of imputation of the payment. Recranet B.V. can refuse complete payment of the principal amount if at the same time the current and due interest and the collection costs are not paid.
  5. Objections against the total of an invoice do not suspend the obligation to pay.
  6. If the Counter Party is in default in the (timely) compliance of his obligations, then all reasonably costs to to obtain satisfaction extrajudicially are for the account of the Counter Party. The extrajudicial costs will be calculated based on what is customary at that moment in the Dutch collection practices, at the moment the calculation method according to "Rapport Voorwerk II". However, in case Recranet B.V. has incurred higher costs for collection that were reasonably necessary, the actually costs that were made qualify for reimbursement. The possibly made legal and execution costs will also be recovered from the Counter Party. The Counter Party also owes interest over the incurred collection costs.

Article 7. Retention of title

  1. All delivered items by Recranet B.V. within the framework of the agreement remain the property of Recranet B.V. This applies to all products that Recranet B.V. delivers.
  2. Items that are delivered by Recranet B.V. which fall under the retention of title pursuant to paragraph 1, may not be sold again and may never be used as currency. The Counter Party is not authorized to pawn the items that fall under the retention of title or to burden them in any other way.
  3. The Counter Party must always do all that is necessary that can be reasonably expected from them to secure the property rights of Recranet B.V.
  4. In case third parties seize the items that fall under the retention of title or want to establish or claim the rights on them, then the Counter Party is obligated to inform Recranet B.V. about that immediately.
  5. The Counter Party also obliges themselves to insure the delivered items that fall under the retention of title and to keep them insured against fire, explosion and water damages, as well as against theft and to show the policy of this insure after the first request of Recranet B.V. When there is a possible payment of the insurance, then Recranet B.V. retains the right to these payments. Insofar as necessary, the Counter Party commits themselves in advance to cooperate with Recranet B.V. for all that is necessary or may (appear to) be desirable within this framework.
  6. In case Recranet B.V. wishes to wishes to exercise their property rights referred to in this article, the Counter Party gives unconditional and irrevocable permission in advance to Recranet B.V. and third parties to be appointed by Recranet B.V. to enter all those places where the property of Recranet B.V. is located and to take those items back.
  7. Moving of a website that is hosted by Recranet B.V. to another party is explicitly forbidden, unless you have received a written confirmation or exception from Recranet B.V. for this.

Article 8. Warranty

  1. The items to be delivered by Recranet B.V. meet the customary demands and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Counter Party must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case Recranet B.V. may set other warranty and other conditions with regard to the goods to be delivered or work to be performed.
  2. The guarantee referred to in paragraph 1 of this article applies for a period of one week after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise.

Article 9. Liability

  1. In case Recranet B.V. should be liable, then this liability is limited to what is regulated in this provision.
  2. Recranet B.V. is not liable for damage, of whatever nature, caused by the understanding of Recranet B.V. from incorrect and/or incomplete data, given by the Counter Party.
  3. Recranet B.V. is only liable for direct damage.
  4. Direct damage is only understood to mean:
  5. the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
  6. any reasonable costs incurred to correct the defective performance of Recranet B.V. to comply with the agreement, insofar as these can be imputed to Recranet B.V. ;
  7. reasonable costs incurred to prevent or limit damage, insofar as the Counter Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
  8. Recranet B.V. is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation does not extend beyond that permitted under Article 7:24 paragraph 2 Civil Code.
  9. If Recranet B.V. should be liable for any damage, the liability of Recranet B.V. is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
  10. The liability of Recranet B.V. is in any case always limited to the amount of the payment from his insurer, where appropriate.
  11. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Recranet B.V. or their managerial subordinates.

Article 10. Limitation Period

  1. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Recranet B.V. and the information provided by Recranet B.V for the execution of the agreement by third parties, is one year.
  2. The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defenses become statute-barred two years after the Counter has informed Recranet B.V. about such non conformity.

Article 11. Risk transition

  1. The risk of loss, damage or depreciation transfers to the Counter Party at the moment when things are brought under the control of the Counter Party.

Article 12. Indemnification

  1. The Other Party indemnifies Recranet B.V. for any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable by parties other than Recranet B.V.
  2. If Recranet B.V. should be addressed by third parties for this reason, the Counter Party is obliged to pay Recranet B.V. to assist both extrajudicially and judicially and to do without delay all that may be expected of them in that case. Should Counter Party fail to take adequate measures, Recranet B.V. is entitled to do so itself without notice of default. All costs and damage on the part of Recranet B.V. and third parties arising as a result, are entirely at the expense and risk of the Counter Party.

Article 13. Intellectual property

  1. Recranet B.V. reserves the rights and authorizations to which they are entitled under the Copyright Act and other intellectual laws and regulations. Recranet B.V. has the right to use the knowledge gained by the execution of an agreement also for other purposes, insofar as no strictly confidential information of the Counter Party is disclosed to third parties.

Article 14. Applicable law and disputes

  1. On all legal relationships in which Recranet B.V. is a party, only Dutch law applies, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Convention is thereby excluded.
  2. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 15. Location and change of conditions

  1. These conditions have been filed with the Chamber of Commerce in Middelburg.
  2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship with Recranet B.V is always applicable.
  3. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.