Terms and Conditions

These terms and conditions apply to every offer, quotation and agreement between Ton Liontarion, hereinafter referred to as: “User”, and a Counterparty to which User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
These terms and conditions also apply to agreements with User, for the execution of which User must involve third parties.
These general terms and conditions are also written for the employees of the User and its management.
The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the other provisions of these general terms and conditions will remain fully applicable. User and Counterparty will then enter into consultation in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made "in the spirit" of these provisions.
If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

All quotations and offers from User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
The User cannot be held to its quotations or offers if the Other Party could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or mistake.
The prices stated in a quotation or offer include VAT and other government levies as well as any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.
A composite quotation does not oblige User to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

The agreement between User and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
If a term has been agreed or specified for the completion of certain work or for the delivery of certain items, this is never a fatal term. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be offered a reasonable term to still perform the agreement.
User has the right to have certain work performed by third parties.
User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is executed in phases, the user may suspend the execution of those parts belonging to a subsequent phase until the other party has approved the results of the preceding phase in writing.
If the User requires data from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has made this data available to the User correctly and completely.
If during the execution of the agreement it appears that it is necessary to change or supplement it for a proper execution, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement is changed, whether or not at the request or instruction of the Other Party, the competent authorities etc. for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The User will provide a price quote for this in advance as much as possible. By changing the agreement, the originally stated execution period may be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and execution period.
If the agreement is amended, including a supplement, User is entitled to first implement it after approval by the authorized person within User and the Other Party has agreed to the price and other conditions stated for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement or failure to implement it immediately does not constitute a breach of contract by User and is no reason for the Other Party to terminate the agreement.
Without being in default, the User may refuse a request to amend the agreement if this could have consequences for the quality and/or quantity, for example for the work to be performed or the goods to be delivered in that context.
If the Counterparty fails to properly fulfil its obligations towards the User, the Counterparty shall be liable for all damage (including costs) incurred by the User directly or indirectly as a result.
If User agrees on a specific price when concluding the agreement, User is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation.
If the price increase is the result of a change to the agreement;
If the price increase results from a power vested in the User or an obligation imposed on the User under the law;
In other cases, provided that the Counterparty not acting in the exercise of a profession or business is entitled to terminate the agreement by means of a written statement if the price increase amounts to more than 10% and this takes place within three months after the conclusion of the agreement, unless the User is then still prepared to execute the agreement on the basis of what was originally agreed, or if it has been agreed that delivery will take place more than three months after the purchase.

User is authorized to suspend the fulfillment of the obligations or to terminate the agreement immediately and with immediate effect, if: the Other Party does not fulfill the obligations under the agreement, does not fulfill them in full or does not fulfill them on time; circumstances that have come to the attention of the user after the conclusion of the agreement give good reason to fear that the Other Party will not fulfill the obligations; the Other Party was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient; If, due to the delay on the part of the Other Party, the User can no longer be required to fulfill the agreement under the originally agreed conditions, the User is authorized to terminate the agreement. if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or the unchanged maintenance of the agreement cannot reasonably be required of the user.
If the termination is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.
If the agreement is terminated, User's claims on the Other Party are immediately due and payable. If User suspends compliance with the obligations, he retains his claims under the law and the agreement.
If the User suspends or terminates the agreement on the grounds stated in this article, he shall in no way be obliged to pay compensation for damage and costs incurred as a result or to pay compensation in any way, while the Other Party is obliged to pay compensation for damages due to a breach of the agreement or is obliged to pay compensation for damages.
If the agreement is terminated prematurely by User, User will, in consultation with the Other Party, ensure that any work still to be performed is transferred to third parties. This unless the termination is attributable to the Other Party. Unless the interim termination is attributable to User, the costs of transfer will be borne by the Other Party. User will inform the Other Party in advance as much as possible about the amount of these costs. The Other Party is obliged to pay these costs within the period specified by User, unless User indicates otherwise.
In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment - if and to the extent that the attachment has not been lifted within three months - at the expense of the Counterparty, debt restructuring or any other circumstance as a result of which the Counterparty no longer has free disposal of its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or damages. In that case, the claims of the User on the Counterparty are immediately due and payable.
If the Counterparty cancels an order placed in whole or in part, the items ordered or prepared for that purpose, increased by any associated supply, removal and delivery costs and the working hours reserved for the execution of the agreement, will be returned in full to the Counterparty.

The User is not obliged to fulfil any obligation towards the other party if he is prevented from doing so as a result of a circumstance beyond his control and for which he is not responsible on the basis of the law, a legal act or views accepted in society.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence, but which prevent the User from fulfilling its obligations. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled its obligation.
During the period that the force majeure continues, User may suspend the obligations under the agreement. If this period lasts longer than two months, then either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.
If at the time of the occurrence of force majeure the user has already partially fulfilled its obligations under the agreement or will be able to fulfil them and the part already fulfilled or to be fulfilled has an independent value, it is entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Payment must always be made within 14 days after the invoice date, in a manner to be specified by the User in the currency in which the invoice was issued, unless otherwise indicated in writing by the User. The User is entitled to invoice periodically.
If the Counterparty fails to pay an invoice on time, the Counterparty will be in default by operation of law. The Counterparty will then owe interest. In the case of a consumer purchase, the interest will be equal to the statutory interest. In other cases, the Counterparty will owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the amount due will be calculated from the moment the Counterparty is in default until the moment of payment of the full amount due.
The User has the right to apply payments made by the other party first to reduce the costs, then to reduce the interest due and finally to reduce the principal and the current interest.
User may, without thereby being in default, refuse an offer of payment, if the Counterparty indicates a different order for the allocation of the payment. User may refuse full repayment of the principal sum, if the accrued and current interest and collection costs are not also paid.
Objections to the amount of an invoice do not suspend the payment obligation.
If the Counterparty is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty. The extrajudicial costs shall be calculated on the basis of what is customary in Dutch debt collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred shall be eligible for compensation. Any legal and execution costs incurred shall also be recovered from the Counterparty. The Counterparty shall also owe interest on the collection costs owed.

All items delivered by User under the agreement remain the property of User until the Other Party has properly fulfilled all obligations arising from the agreement(s) concluded with User.
Items delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge or otherwise encumber the items to which the retention of title applies.
The Counterparty must always do everything that may reasonably be expected of it to safeguard the User's property rights.
If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Other Party is obliged to inform the User thereof without delay.
The other party undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the User upon first request. In the event of any payment under the insurance, the User is entitled to these monies. To the extent necessary, the other party undertakes in advance to cooperate with the User in everything that is or appears to be necessary or desirable in this context.
In the event that User wishes to exercise its property rights as referred to in this article, the Counterparty hereby grants unconditional and irrevocable permission in advance to User and third parties designated by User to enter all places where User's property is located and to take back those items.

The items to be delivered by the User shall meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. In the event of use outside the Netherlands, the Other Party must verify for itself whether the use thereof is suitable for use there and whether it meets the conditions that are set for it. In that case, the User may set other (guarantee) conditions with regard to the items to be delivered or work to be carried out.
The warranty referred to in paragraph 1 of this article applies for a period of 1 week after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns an item produced by a third party, the warranty is limited to that provided by the producer of the item, unless stated otherwise. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
Any form of warranty shall lapse if a defect has arisen as a result of or results from improper or inappropriate use thereof or use after the expiration date, incorrect storage or maintenance by the Counterparty and/or by third parties if, without the written permission of the user, the Counterparty or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if these have been processed or treated in a manner other than the prescribed manner. The Counterparty is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond the control of the User, including weather conditions (such as but not limited to extreme rainfall or temperatures) etc.
The Counterparty is obliged to inspect the delivered goods (or have them inspected) immediately at the time that the goods are made available to him or the relevant work has been carried out. In doing so, the Counterparty must investigate whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any defects must be reported to the User in writing within two months of discovery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Counterparty must give the User the opportunity to investigate a complaint (or have it investigated).
If the Counterparty complains in a timely manner, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to accept and pay for the other ordered items, unless they have no independent value.
The buyer must check the article the same day after receiving the article. If it is incorrect, a complaint must be filed with Ton Liontarion the same day of receipt.
If a defect is reported later, the Counterparty will no longer be entitled to repair, replacement or compensation, unless a longer term arises from the nature of the matter or the other circumstances of the case.
If it is established that an item is defective and a complaint has been made in a timely manner, the user will notify the defective item within a reasonable time after receipt or, if return is not reasonably possible, in writing of the defect. by the Other Party, at the User's discretion, replace it or ensure its repair or pay a replacement fee to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced item to the User and transfer ownership thereof to the User, unless the User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User, will be borne in full by the Other Party.

If User is liable, then this liability is limited to what is stated in this provision.
User is not liable for damage of any nature whatsoever arising from User's reliance on incorrect and/or incomplete information provided by or on behalf of the Other Party.
User is solely liable for direct damage.
Direct damage is understood to mean exclusively: the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to ensure that the User's defective performance complies with the agreement, insofar as these can be attributed to the User; reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to (business) stagnation. In the case of a consumer purchase, this limitation does not go further than is permitted under article 7:24 paragraph 2 BW.
If User is liable for any damage, User's liability is limited to a maximum of three times the invoice value of the order, or at least to that part of the order to which the liability relates.
The User's liability is in any case always limited to the amount paid out by his insurer in the event in question.
The limitations of liability contained in this article shall not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against User and third parties involved by User in the performance of an agreement is one year.
The provisions of paragraph 1 shall not apply to legal claims and defences based on facts that would justify the assertion that the delivered item does not correspond to the agreement. Such claims and defences shall lapse after two years after the Counterparty has informed the User of such non-conformity.

The risk of loss, damage or depreciation shall pass to the Counterparty at the time the goods are brought into the Counterparty's possession.

The Counterparty shall indemnify the User against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the User.
If User is approached by third parties on this basis, the Counterparty is obliged to assist User both in and out of court and to do everything that may be expected of him in that case. If the Counterparty fails to take adequate measures, the User is entitled to take such measures himself without notice of default. All costs and damage on the side of User and third parties arising as a result thereof shall be entirely for the account and risk of the Counterparty.

User reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge acquired by him through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is brought to the attention of third parties.

All legal relationships in which User is a party are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

These terms and conditions have been filed with the Chamber of Commerce in Amsterdam.
The most recently filed version or the version that was valid at the time the legal relationship with the User was entered into always applies.
The Dutch text of the general terms and conditions is always decisive for their interpretation.

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