TERMS AND CONDITIONS
MATS BV
Realization of the agreements
1.The terms and conditions below apply, to the exclusion of terms and conditions of the customer, to the formation, content and fulfillment of all agreements concluded and agreements made between the customer and MATS BV.
2 Deviation from these terms and conditions is only possible in writing.
3. An offer can be used for one month.
4. An order is concluded when the customer confirms it in writing or at the moment that MATS BV starts with the execution of the work – as stated in the offer.
Execution of the work
1. MATS BV receives from the customer all information/data and any parts that are necessary to carry out the work.
2. Unless agreed otherwise in writing, replaced parts become the property of MATS BV and the customer can no longer claim them.
3. A term indicated by MATS BV is only indicative. If MATS BV fails to fulfill its obligations under the agreement (in a timely manner), it must be given written notice of default and must be offered a reasonable period of time for compliance.
4. MATS BV may engage third parties in the performance of its activities.
5. In the unlikely event of a complaint, the customer will inform MATS BV of this in writing as soon as possible, but no later than one week after the (partial) order has been delivered. Otherwise, MATS BV may assume that the result is satisfactory.
Prices
1. The prices mentioned are exclusive of turnover tax and – unless expressly agreed otherwise in writing – exclusive of costs for administration, shipping, packaging, transport and other costs. Previous prices and offers cannot be claimed later.
2. (Interim) changes in the work to be performed, or delays incurred because the customer does not provide data or materials on time, may entail additional costs.
3. In the event of additional work, this will automatically affect the agreed price and the agreed time of delivery. All this is at the expense/risk of the customer. Additional work will – insofar as possible – be communicated to the customer by MATS BV as early as possible, in any case before its implementation. The customer is deemed to have agreed to the implementation of the said additional work, with the associated costs and, if necessary, the adjusted delivery time, unless the customer objects in writing before the implementation of the additional work commences, but in any case within 5 days after the aforementioned notification from MATS BV.
4. Changes in taxes, excise duties or other government levies are passed on to the customer, as are price changes that a supplier makes to MATS BV.
Payment
1. The payment term is 14 days after the invoice date. If payment is not made on time, the customer is in default and owes interest equal to the statutory (commercial) interest.
2. Payments are first settled against the outstanding interest and costs and then against the longest outstanding invoice(s).
3. Costs that MATS BV is forced to incur as a result of late payment, such as legal costs and (extra) judicial costs, will be borne by the customer. The extrajudicial costs are set at a minimum of 10% of the invoice amount with a minimum of € 150 excluding VAT.
Right of retention and retention of title
1. MATS BV has a right of retention with regard to a customer’s vehicle that it has in its possession, in the event that and during the period that:
– The customer has not (fully) paid any invoice from MATS BV;
– The customer does not (fully) meet other claims arising from the agreements made, agreements concluded or these general terms and conditions.
2. All goods delivered and to be delivered remain the exclusive property of MATS BV until all claims that MATS BV has or will acquire against the customer, including in any case the claims referred to in Article 3:92 paragraph 2 of the Dutch Civil Code, have been paid in full.
3. As long as the ownership of the goods has not been transferred to the customer, the customer may not pledge the goods or grant third parties any other right thereto – including bringing the goods of one or more financiers into actual control of the goods – except within the normal exercise of his company.
4. The customer is obliged to keep the goods delivered under retention of title with due care and as recognizable property of MATS BV.
5. MATS BV is entitled to take back the goods that have been delivered under retention of title and are still present at the customer if the customer is in default with regard to the fulfillment of his payment obligations or is or threatens to have payment difficulties. The customer shall at all times grant MATS BV free access to its sites and/or buildings to inspect the goods and/or to exercise the rights of MATS BV.
6. The aforementioned provisions included in this article are without prejudice to other rights accruing to MATS BV.
7. In the event that MATS BV invokes the retention of title, the agreement concluded in this respect shall be deemed to have been dissolved, without prejudice to MATS BV’s right to claim compensation for damage, loss of profit and interest.
8. The customer is obliged to immediately inform MATS BV in writing of the fact that third parties are asserting rights to goods subject to retention of title pursuant to this article.
End of the agreement
1. If the customer cancels, cancels or dissolves in whole or in part, the full amount must be paid in accordance with the quotation.
2. MATS BV can pass on to the customer all (in)direct damage that arises because the customer terminates the work earlier.
3. MATS BV has the right – without becoming liable for damages – to immediately dissolve the agreement in whole or in part if the customer fails to fulfill an obligation as laid down between the parties and in the event of bankruptcy, (provisional) suspension of payment or cessation of the customer’s business.
Warranty
Pursuant to the applicable legal provisions in this regard, the goods delivered and work performed by MATS BV will comply with what may reasonably be expected in this regard.
Liability
1. MATS BV is not liable:
– for consequential or trading loss, direct or indirect damage, however named (including loss of profit and standstill damage);
– if complaints are not reported in time;
– if the customer or a third party, whether or not for repair, has performed (or has performed) work on the delivered goods;
– in the event of misunderstandings, errors or shortcomings with regard to the implementation of the agreement if this is a reason or cause of the customer’s actions and/or omissions, such as, among other things, the late or non-delivery of complete/sound/clear data or materials;
2. Unless there is intent or deliberate recklessness on the part of MATS BV, the liability of MATS BV for damage (under contract or tort) is limited to the insured amount – insofar as the damage is covered by an insurance policy taken out by MATS BV – or to the invoice amount relating to the part of the assignment performed, less the costs incurred by MATS BV for engaging third parties. In any case, the liability is limited to the amount of the total assignment or to a maximum of € 10,000.
Force of the majority
1. If MATS BV is unable to fulfill its obligations (fully and/or on time) due to force majeure – including illness, incapacity for work, accidents, traffic disruption, exceptional weather conditions, strike – then MATS BV will not be liable for (in direct damage resulting therefrom.
2. MATS BV will inform the customer in the event of force majeure and the customer can cancel the order in writing on that basis, whereby the customer remains obliged to pay in full for the work that has already been carried out and the costs incurred for it.
Finally
1. Everything that the parties learn from each other in the context of the assignment will be treated confidentially. The parties ensure that this obligation also applies to those involved, employees or engaged third parties.
2. Dutch law applies to the relationship between MATS BV and the customer. In the unlikely event that disputes arise between MATS BV and the customer, the court in the district where MATS BV is established has jurisdiction.