Brandable
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Terms and conditions

Applicable to every offer, quotation and agreement with Brandable.

General Terms and Conditions
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**Article 1 General
** These terms and conditions apply to every offer, quotation and agreement between Brandable, Chamber of Commerce (KvK) number 54506247, hereinafter referred to as: "Contractor", and a Client to whom the Contractor has declared these terms and conditions applicable, insofar as the parties have not expressly and in writing deviated from these terms and conditions.
"These terms and conditions also apply to acts of third parties engaged by the Contractor in the context of an assignment." Contractor. These general terms and conditions have also been drawn up for the benefit of the Contractor's employees and its management.
The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
If one or more provisions of these general terms and conditions are at any time wholly or partially void or voidable, the remaining provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Client shall then consult with each other in order to agree on new provisions to replace the void or voided provisions, taking into account, as far as possible, the purpose and intent of the original provisions.
If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place "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 shall be assessed in the spirit of these general terms and conditions.
If the Contractor does not always require strict compliance with these terms and conditions, this does not mean that its provisions do not apply, or that the Contractor would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

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Article 2 Quotations, offers
All quotations and offers from the Contractor are without obligation, unless a term for acceptance has been stated in the quotation. If no acceptance term has been stated, the offer always lapses after 30 days.
The Contractor cannot be held to its quotations or offers if the Client could reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, and any costs to be incurred in connection with the agreement, including travel, accommodation, shipping and administration costs, unless stated otherwise.
If the acceptance deviates (whether on minor points or not) from the offer contained in the quotation or offer, the Contractor is not bound by it. The agreement will then not be formed in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
A composite quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
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**Article 3 Contract duration, performance periods, transfer of risk, execution and amendment of the agreement, price increase
** 1. The agreement between the Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If a term has been agreed or specified for the performance of certain work or the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be given a reasonable period to still perform the agreement.
3. The Contractor will perform the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship, based on the state of knowledge known at that time.
4. The Contractor has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
5. If work is carried out by the Contractor or by third parties engaged by the Contractor in the context of the assignment at the Client's location or a location designated by the Client, the Client shall, free of charge, ensure the facilities reasonably requested by those staff members.
6. The Contractor is entitled to perform the agreement in different phases and to invoice the part thus performed separately.
7. If the agreement is performed in phases, the Contractor may suspend performance of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
8. The Client shall ensure that all data which the Contractor indicates is necessary, or which the Client should reasonably understand to be necessary for the performance of the agreement, is provided to the Contractor in good time. If the data required for the performance of the agreement is not provided to the Contractor in good time, the Contractor has the right to suspend performance of the agreement and/or to charge the Client the additional costs arising from the delay at the then customary rates. The performance period does not commence until after the Client has made the data available to the Contractor. The Contractor is not liable for damage of any kind resulting from the Contractor having relied on incorrect and/or incomplete data provided by the Client.
9. If it becomes apparent during the performance of the agreement that it is necessary, for the proper performance thereof, to amend or supplement it, the parties will amend the agreement in good time 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 Client, competent authorities, etc., and the agreement is thereby changed in a qualitative and/or quantitative sense, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. The Contractor will provide a quotation for this as much as possible in advance. Furthermore, an amendment to the agreement may result in a change to the originally specified performance period. The Client accepts the possibility of the agreement being amended, including changes in price and performance period.
10. If the agreement is amended, including a supplement, the Contractor is entitled to only perform it after approval has been given by the person authorised within the Contractor's organisation and the Client has agreed to the price and other conditions quoted for the performance, including the time at which it will be performed. Failure to execute, or not immediately executing, the amended agreement does not constitute non-performance by the Contractor and is not grounds for the Client to terminate or cancel the agreement.
11. Without being in default as a result, the Contractor may refuse a request to amend the agreement if this could have consequences, in a qualitative and/or quantitative sense, for example for the work to be performed or items to be delivered in that context.
12. If the Client fails to properly fulfil its obligations towards the Contractor, the Client is liable for all resulting damage suffered by the Contractor, whether directly or indirectly.
13. If the Contractor and the Client agree on a fixed fee or fixed price, the Contractor is nevertheless always entitled to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under law or regulations, or has its cause in an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable when the agreement was entered into.
14. If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months of concluding the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless the Contractor is then still willing to perform the agreement on the basis of the originally agreed amount;
15. if the price increase results from a power or obligation resting on the Contractor under the law;
16. if it has been stipulated that delivery will take place more than three months after the agreement is concluded;
17. or, in the case of delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.

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Article 4 Suspension, dissolution and interim termination of the agreement

  1. The Contractor is authorised to suspend fulfilment of its obligations or to dissolve the agreement if the Client fails to fulfil its obligations under the agreement, fails to do so in full, or fails to do so in time; if, after the agreement has been concluded, circumstances that come to the Contractor's attention give good reason to fear that the Client will not fulfil its obligations; if the Client was asked, when the agreement was concluded, to provide security for the fulfilment of its obligations under the agreement and this security is not forthcoming or is insufficient; or if, due to delay on the Client's part, the Contractor can no longer reasonably be expected to fulfil the agreement under the originally agreed conditions.
  2. Furthermore, the Contractor is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible, or if other circumstances arise of such a nature that the Contractor cannot reasonably be expected to maintain the agreement unchanged.
  3. If the agreement is dissolved, the Contractor's claims against the Client become immediately due and payable. If the Contractor suspends fulfilment of its obligations, it retains its rights under the law and the agreement.
  4. If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate for any damage and costs arising as a result thereof.
  5. If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result thereof.
  6. If the Client fails to fulfil its obligations arising from the agreement and this failure justifies dissolution, the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client, due to non-performance, is obliged to pay damages or compensation.
  7. If the agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the specified term, unless the Contractor indicates otherwise.
  8. In the event of liquidation, (an application for) suspension of payment or bankruptcy, attachment – insofar as the attachment has not been lifted within three months – against the Client, debt restructuring, or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor 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 damages or compensation. In that case, the Contractor's claims against the Client become immediately due and payable.
  9. If the Client cancels a placed order in whole or in part, the work carried out and the items ordered or prepared for it, plus any related transport and delivery costs and the working time reserved for the performance of the agreement, will be charged to the Client in full.
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    Article 5 Force majeure
  10. The Contractor is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for its account under the law, a legal act, or generally accepted standards.
  11. In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the Contractor has no influence but which prevent the Contractor from fulfilling its obligations. This includes strikes at the Contractor's or third parties' business. The Contractor also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the Contractor should have fulfilled its obligation.
  12. The Contractor may suspend its obligations under the agreement for the period during which the force majeure continues. If this period lasts longer than 30 days, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
  13. Insofar as the Contractor has, at the time force majeure occurs, already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part already fulfilled or yet to be fulfilled has independent value, the Contractor is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
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Article 6 Payment and collection costs

  1. Payment must always be made within 14 days of the invoice date, in a manner to be specified by the Contractor and in the currency in which it has been invoiced, unless indicated otherwise in writing by the Contractor. The Contractor is entitled to invoice periodically.
  2. If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client shall then owe statutory interest. The interest on the outstanding amount will be calculated from the moment the Client is in default until the moment the full amount owed has been paid.
  3. The Contractor has the right to apply payments made by the Client firstly to reduce costs, then to reduce outstanding interest and finally to reduce the principal sum and current interest. The Contractor may, without thereby being in default, refuse an offer of payment if the Client specifies a different order for the allocation of the payment. The Contractor may refuse full repayment of the principal sum if the outstanding and current interest and collection costs are not also paid at the same time.
  4. The Client is never entitled to set off any amount owed to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. A Client who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
  5. If the Client is in default or fails to fulfil its obligations (on time), all reasonable costs incurred in obtaining out-of-court settlement shall be borne by the Client. Extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to the "Rapport Voorwerk II". If, however, the Contractor has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any legal and enforcement costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.
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Article 7 Retention of title

  1. Everything delivered by the Contractor under the agreement remains the property of the Contractor until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the Contractor.
  2. Items delivered by the Contractor that fall under retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or in any other way encumber the items subject to retention of title.
  3. The Client must always do everything that can reasonably be expected of it to safeguard the Contractor's ownership rights. If third parties seize the items delivered subject to retention of title, or wish to establish or exercise rights to them, the Client is obliged to notify the Contractor immediately. Furthermore, the Client undertakes to insure and keep insured the items delivered subject to retention of title against fire, explosion and water damage, as well as theft, and to submit the insurance policy for inspection to the Contractor upon first request. In the event of a payout under the insurance, the Contractor is entitled to these proceeds. Insofar as necessary, the Client undertakes in advance towards the Contractor to provide its cooperation for everything that may be necessary or desirable in that context.
  4. Should the Contractor wish to exercise its ownership rights as referred to in this article, the Client hereby gives unconditional and irrevocable permission in advance to the Contractor and to third parties designated by the Contractor to enter all places where the Contractor's property is located and to retrieve it.
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Article 8 Warranties, inspection and complaints, limitation period

  1. The items to be delivered by the Contractor meet the usual requirements and standards that can reasonably be set for them 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. In the case of use outside the Netherlands, the Client must itself verify whether such use is suitable and complies with the conditions applicable there. In that case, the Contractor may impose different warranty and other conditions with regard to the items to be delivered or the work to be performed.
  2. The warranty referred to in paragraph 1 of this article applies for a period of 14 days after delivery, unless the nature of the item delivered dictates otherwise or the parties have agreed otherwise. If the warranty provided by the Contractor concerns an item produced by a third party, the warranty is limited to that provided by the manufacturer of the item, unless stated otherwise.
  3. Any form of warranty shall lapse if a defect has arisen as a result of, or arises from, improper or inappropriate use, use after the expiry date, incorrect storage or maintenance by the Client and/or third parties, if, without the Contractor's written permission, the Client or third parties have made or attempted to make changes to the item, have attached other items to it that should not be attached, or if it has been processed or treated in a manner other than that prescribed. Nor is the Client entitled to a warranty claim if the defect arose from or is the result of circumstances over which the Contractor has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures).
  4. The Client is obliged to inspect (or have inspected) the delivered goods immediately upon delivery, or immediately after the relevant work has been carried out. The Client should check whether the quality and/or quantity of the delivered goods corresponds with what has been agreed and meets the requirements agreed by the parties in this respect. Any visible defects must be reported to the Contractor in writing within 7 days of delivery. Any non-visible defects must be reported to the Contractor in writing immediately, but in any case within fourteen days of discovery. The report must contain as detailed a description of the defect as possible, so that the Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a complaint.
  5. If the Client submits a timely complaint, this does not suspend its payment obligation. In that case, the Client also remains obliged to accept and pay for the other items ordered and the work commissioned to the Contractor.
  6. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
  7. If it is established that an item is defective and a timely complaint has been made in this respect, the Contractor will, within a reasonable period after receiving the returned item, or, if returning it is not reasonably possible, after written notification of the defect by the Client, at the Contractor's discretion, either replace the item, arrange for its repair, or pay the Client replacement compensation. In the case of replacement, the Client is obliged to return the replaced item to the Contractor and to transfer ownership of it to the Contractor, unless the Contractor indicates otherwise.
  8. If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs, incurred by the Contractor, shall be borne entirely by the Client.
  9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
  10. In deviation from the statutory limitation periods, the limitation period for all claims and defences against the Contractor and third parties involved by the Contractor in the performance of an agreement is 1 year.
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Article 9 Liability

  1. If the Contractor is liable, this liability is limited to what is set out in this provision.
  2. The Contractor is not liable for damage of any kind arising because the Contractor relied on incorrect and/or incomplete data provided by or on behalf of the Client.
  3. If the Contractor is liable for any damage, the Contractor's liability is limited to a maximum of once the invoice value of the order, or at least that part of the order to which the liability relates.
  4. The Contractor's liability is in any case always limited to the amount paid out by its insurer in the relevant case.
  5. The Contractor is only liable for direct damage.
  6. 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 bring the Contractor's defective performance into line with the agreement, insofar as these can be attributed to the Contractor; and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. The Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
  7. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or its managerial subordinates.
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Article 10 Indemnification
The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to parties other than the Contractor. If the Contractor is held liable by third parties as a result, the Client is obliged to assist the Contractor both in and out of court and to immediately do everything that may be expected of it in that case. Should the Client fail to take adequate measures, the Contractor is entitled, without notice of default, to do so itself. All costs and damage incurred by the Contractor and third parties as a result shall be entirely for the account and risk of the Client.

Article 11 Intellectual property
The Contractor reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. The Contractor has the right to use the knowledge it has gained through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties in doing so.
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Article 12 Applicable law and disputes

  1. Dutch law exclusively applies to all legal relationships in which the Contractor is a party, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
  2. The court in the place where the Contractor is established has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court that has jurisdiction under the law.
  3. The parties will only turn to the courts after they have made every effort to resolve a dispute by mutual agreement.

Article 13 Location and amendment of general terms and conditions

  1. These terms and conditions have been filed with the Chamber of Commerce.
  2. The most recently filed version, or the version that applied at the time the legal relationship with the Contractor was established, shall always apply.
  3. The Dutch text of the general terms and conditions is always decisive for its interpretation.

Brandable - KvK no. 54506247

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