These are the terms and conditions of 42ON B.V. ( 42ON ). 42ON is located at Edisonweg 51d, 4382 NV Vlissingen, registered with the Chamber of Commerce under number: 56201168. 42ON reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
Article 1 – General
These terms and conditions apply to every offer, proposal and assignment between 42ON and you ( Client ). On request, 42ON shall send these terms and conditions to you, free of charge. They are also available on 42on.com.
Article 2 – Establishment of the Assignment
The assignment shall be deemed established when Contractor confirms the request for the service with the client.
Article 3 – Proposals and Offers
- All offers and proposals from 42ON are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
- If the Client provides 42ON with certain information, 42ON may assume that the provided information is correct and will base the proposal on that information.
Article 4 – Pricing
- 42ON can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
- An offered price does not include expenses for 42ON and does not include taxes or levies by the authorities.
Article 5 – Payment and Collection Charges
- Client must pay within thirty days after the invoice date.
- If the payment by Client is due, he will automatically be in default, without a notice of default being required. In case of default, Client owes 42ON the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
- Any outstanding amounts by the Client are immediately payable in the following cases:
- Client fails to pay within the payment term;
- Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
- Client (company) is dissolved or liquidated;
- Client (private individual) is placed under guardianship or deceased.
- If Client does not pay in time, he shall immediately be in default. He will then be due to the Supplier all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
- 15% on the first € 2,500;
- 10% on the part that remains thereafter, up to € 5,000;
- 5% on the part that remains thereafter, up to € 10,000;
- 1% on the part that remains thereafter, to € 200,000;
- 0.5% on the remaining part.
Article 6 – Execution of the Assignment
- 42ON shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
- Client shall timely provide 42ON with all information or material, required for the execution of the assignment.
- If Client does not provide the material or information in time, 42ON may suspend the execution of the assignment and charge the additional costs, resulting from the delay. 42ON is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
Article 7 – Changes of the Assignment
- If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
- If parties agree on altering the assignment, 42ON may raise or lower the price. If possible, 42ON shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
- 42ON may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.
Article 8 – Suspension, Dissolution
- 42ON may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
- If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
- 42ON may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate 42ON for damages.
Article 9 – Termination in the Interim
- If 42ON cancels the assignment in the interim, 42ON shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for 42ON, these costs shall be borne by Client.
- 42ON may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
- Client fails to pay within the payment term;
- Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
- Client (the company) is dissolved or liquidated;
- The occurrence of circumstances in which Client can no longer freely dispose of his capital.
Article 10 – Force Majeure
- 42ON is not obliged to comply in the event of force majeure .
- 42ON may suspend the obligations, coming from the assignment, for as long as the force majeure continues.
- If 42ON complied with a part of its obligations, and that part has an independent value, 42ON may charge that part to Client.
Article 11 – Examination
- Client shall examine the result of the assignment when the assignment is finished. Client shall examine if the quantity and the quality of the result is in accordance with the agreement.
- Client shall notify 42ON in writing within fourteen days after completion of the assignment, of any visible defects or shortcomings. Client shall notify 42ON in writing within thirty days on shortcomings or defects that are invisible at first sight. The notification must contain a detailed description of the shortcoming.
Article 12 – Complaints
- Client shall notify 42ON in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
- A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
- If Client does not notify 42ON timely, Client is not entitled to any recovery, replacement or compensation.
- If it is established that the complaint is justified and the notification by Client thereof was timely delivered, 42ON shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
- If it is established that a complaint is not justified, Client shall compensate 42ON for made expenses (like research costs).
Article 13 – Liability
- 42ON is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by 42ON.
- 42ON is not liable for any damages resulting from 42ON relying on incorrect or incomplete information provided by Client.
- The liability of 42ON shall never exceed the amount paid by its insurer.
- If 42ON’s professional liability insurer does not cover the damages, 42ON’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €5000,00.
- The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.
Article 14 – Limitation Period
The limitation period on all claims and defences against 42ON is one year.
Article 15 – Indemnification
- Client indemnifies 42ON from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to 42ON.
- If third parties address 42ON to be liable for damages resulting from the execution of the assignment, Client shall support 42ON both judicial and extrajudicial and Client shall do what may be expected from him.
- If Client does not provide the support described in paragraph 2, 42ON may take the actions it deems required. All expenses and damages made by 42ON in this respect shall be borne by Client.
Article 16 – Non-Disclosure
- 42ON shall not disclose any of Client’s information to third parties, unless 42ON is required by a statutory or professional obligation to disclose the information.
- 42ON shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves 42ON and the information can be of importance.
- Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from 42ON, whether they are in writing or not.
Article 17 – Nullity
If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.
Article 18 – Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.
Article 19 – Applicable Law
Article 20 – Competent Court
The Court of Zeeland-West-Brabant.