General Terms and Conditions

Emrys Academy B.V.

Chamber of Commerce: 61326348

Article 1. General

  1. These terms and conditions apply to every offer, quotation and agreement between Emrys Academy BV, hereinafter referred to as "Emrys", and a Client to which Emrys has declared these terms and conditions applicable, insofar as these terms and conditions are not expressly stated by the parties in writing. has deviated.

  2. These conditions also apply to agreements with Emrys, for the execution of which Emrys has to involve third parties.

  3. These general conditions are also written for the employees of Emrys and his management.

  4. The applicability of any purchase or other conditions of the Client is explicitly rejected.

  5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. Emrys and the Client will then consult with each other in order to agree on new provisions to replace the null and void or nullified stipulations, whereby as much as possible the purpose and intent of the original provisions will be observed.

  6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place 'in the spirit' of these provisions.

  7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

  8. If Emrys does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that Emrys would in any way lose the right to demand strict compliance with the provisions of these conditions in other cases. .

Article 2. Quotations and offers

  1. All quotations and offers from Emrys are without obligation, unless a deadline for acceptance has been set in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
  2. Emrys can not be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
  3. The prices stated in an offer or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel, accommodation, shipping and administrative costs, unless otherwise indicated.
  4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Emrys is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Emrys indicates otherwise.
  5. A composite quotation does not oblige Emrys to perform a part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration; execution times, transfer of risk, implementation and amendment of the agreement; price increase

  1. The agreement between Emrys and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
  2. If a term has been agreed or specified for the execution of certain work or for the delivery of certain goods, this is never a strict deadline. In the event that a period is exceeded, the Client must therefore give Emrys written notice of default. Emrys must be offered a reasonable period in which to still implement the agreement.
  3. Emrys will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
  4. Emrys has the right to have certain work carried out by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
  5. If work is carried out by Emrys or by third parties engaged by Emrys within the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide free of charge the facilities desired by those employees.
  6. Delivery takes place ex-company of Emrys. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or is negligent with the provision of information or instructions that are necessary for the delivery, then Emrys is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the time when goods are available to the Client.
  7. Emrys is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
  8. If the agreement is executed in phases, Emrys can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
  9. The Client shall ensure that all data, of which Emrys indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are provided to Emrys in time. If the information required for the execution of the agreement has not been provided to Emrys in time, Emrys has the right to suspend the execution of the agreement and / or to charge the Client for the additional costs arising from the delay in accordance with the then customary rates. bring. The execution period commences no sooner than after the Client has made the information available to Emrys. Emrys is not liable for damage of any kind, because Emrys has assumed incorrect and / or incomplete information provided by the Client.
  10. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to adapt the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Emrys will make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
  11. If the agreement is changed, including a supplement, then Emrys is entitled to first execute this after having been approved by the person responsible within Emrys and the Client has agreed to the price stated for the execution and other conditions. , including the then to be determined time at which it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by Emrys and is no reason for the Client to terminate or cancel the agreement.
  12. Without being in default, Emrys can refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be done in that context.
  13. If the Client is in default in the proper performance of that which he is held towards Emrys, then the Client is liable for all damage on the part of Emrys thereby directly or indirectly.

    If Emrys agrees with the Client a fixed fee or fixed price, then Emrys is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation pursuant to the law or regulation or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably be foreseen at the time the agreement was entered into.

    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 after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 BW entitled to dissolve the agreement by means of a written statement, unless Emrys

    • is still prepared to execute the agreement on the basis of the originally agreed;

    • if the price increase ensues from a power or an obligation imposed on Emrys pursuant to the law;

    • if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;

    • or, on delivery of a good, if it is stipulated that the delivery will take place more than three months after the purchase.

Article 4. Suspension, dissolution and premature termination of the agreement

  1. Emrys is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely, comply with the obligations arising from the agreement. After the conclusion of the agreement, Emrys becomes aware of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part the Client can no longer be required of Emrys to fulfill the agreement against the originally agreed conditions.
  2. Both Emrys and the Client are authorized to dissolve the agreement. The cancellation must be sent in writing by registered mail to the other party. The cancellation has a notice period of 3 months unless otherwise agreed.
  3. If the agreement is dissolved, the claims of Emrys on the Client will be immediately due and payable. If Emrys suspends the fulfillment of the obligations, he retains his rights under the law and agreement.
  4. If Emrys proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs in any way whatsoever.
  5. If the dissolution is attributable to the Client, Emrys is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
  6. If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, then Emrys is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, due to breach of contract, compensation or indemnification is required.
  7. If the agreement is terminated prematurely by Emrys, Emrys will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for Emrys, these will be charged to the Client. The Client is obliged to pay these costs within the specified term, unless Emrys indicates otherwise.
  8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client does not to be able to freely dispose of its assets for a longer period, Emrys 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 indemnity. The claims of Emrys on the Client are immediately due and payable in that case.
  9. If the Client cancels all or part of an order placed, the work that has been performed and the items ordered or prepared for it will be increased by the possible delivery and delivery costs thereof and the working hours reserved for the execution of the agreement, fully charged to the Client.

Article 5. Force majeure

  1. Emrys is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for its account. coming.
  2. Force majeure is understood in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which Emrys can not exert influence, but as a result of which Emrys is unable to fulfill its obligations. to come. Strikes in the company of Emrys or third parties included. Emrys also has the right to invoke force majeure if the circumstance which prevents (further) performance of the agreement occurs after Emrys should have fulfilled its obligation.
  3. During the period that the force majeure continues, Emrys can suspend the obligations under the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
  4. In so far as Emrys has fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure, and independent value is due to the part to be fulfilled or to be fulfilled, Emrys is entitled to comply with or comply with it. to invoice part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

  1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Emrys in the currency in which the invoice is made, unless otherwise stated by Emrys in writing. Emrys is entitled to invoice periodically.
  2. If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
  3. Emrys has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Emrys can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Emrys can refuse full payment of the principal sum, if the interest and collection costs are not paid.
  4. The Client is never entitled to set off the amount owed by him to Emrys. Objections against the height of an invoice do not suspend the payment obligation. The Client who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
  5. If the Client is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Emrys has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.

Article 7. Retention of title

  1. The by Emrys delivered within the framework of the agreement remains property of Emrys until the Client has properly fulfilled all obligations from the agreement (s) concluded with Emrys.
  2. The goods delivered by Emrys 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 Principal is not authorized to pledge or encumber it under the retention of title in any other way.
  3. The Client must always do everything that can reasonably be expected of him to secure the property rights of Emrys. If third parties seize the goods delivered under retention of title or want to establish or assert rights thereon, then the Client is obliged to inform Emrys immediately. In addition, the Client 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 to Emrys on first request. With a possible payment of the insurance, Emrys is entitled to these tokens. Insofar as necessary, the Client commits itself towards Emrys in advance to cooperate with everything that may prove necessary or desirable in that context.
  4. In the event that Emrys wishes to exercise its rights of ownership as referred to in this article, the Client shall grant unconditional and irrevocable permission to Emrys and third parties to be designated by Emrys to enter all those places where the property of Emrys is located and return it. to take.

Article 8. Guarantees, research and complaints, limitation period

  1. The goods to be delivered by Emrys comply with the usual requirements and standards that can reasonably be set 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. When using outside the Netherlands, the Client must verify itself that the use thereof is suitable for use there and comply with the conditions set for it. In that case Emrys can impose other guarantee 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 shall apply for a period of 2 months after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by Emrys concerns a matter that was produced by a third party, then the guarantee is limited to that provided by the producer of the item, unless otherwise stated.
  3. Any form of guarantee shall lapse if a defect arises as a result of or arising from improper or improper use thereof or use after the expiration date, incorrect storage or maintenance thereof by the Client and / or by third parties if, without the written permission of Emrys, the Client or third parties have made or attempted to make changes to the case, other matters have been confirmed which must not be confirmed or have been modified or processed in a manner other than the prescribed manner. The Client is also not entitled to warranty if the defect is caused by or is the result of circumstances that Emrys can not exert influence on, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
  4. The Client is obliged to inspect the delivered goods or have them inspected, immediately at the time that the items are made available to him or the relevant work has been carried out. The Client should then examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to Emrys in writing within seven days of delivery. Any invisible defects must be reported to Emrys in writing immediately, but in any event no later than within fourteen days of discovery. The report must contain as detailed a description as possible of the defect, so that Emrys is able to respond adequately. The Client must give Emrys the opportunity to investigate a complaint.
  5. If the Client makes a timely complaint, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise ordered items and what he has commissioned from Emrys.
  6. If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
  7. If it is established that a case is defective and in that case it is timely filed, then Emrys will return the defective item within a reasonable period of time after receiving it or, if returning is not reasonably possible, written notification regarding the defect by the Client, at the option of Emrys, replace or take care of repair or replacement fee to the Client. In case of replacement, the Client is obliged to return the replaced item to Emrys and to provide the property to Emrys, unless Emrys indicates otherwise.
  8. If it is established that a complaint is unfounded, then the costs thereby incurred, including the research costs, on the side of Emrys thereby incurs, in full at the expense of the Client.
  9. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
  10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Emrys and third parties engaged by Emrys in the performance of an agreement shall be one year.

Article 9. Liability

  1. If Emrys is liable, then this liability is limited to what is stipulated in this provision.
  2. Emrys is not liable for damage, of whatever nature, caused by the fact that Emrys has assumed incorrect and / or incomplete information provided by or on behalf of the Client.
  3. If Emrys is liable for any damage, the liability of Emrys 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.
  4. The liability of Emrys is in any case always limited to the amount of the payment from his insurer, if applicable.
  5. Emrys is only liable for direct damage.
  6. Direct damage is exclusively understood to mean the reasonable costs for 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 compensate for the faulty performance of Emrys. to have the agreement answered, as far as these can be attributed to Emrys and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Emrys is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
  7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Emrys or its managerial subordinates.

Article 10. Indemnity

The Client indemnifies Emrys against any claims from third parties that suffer damage in connection with the execution of the agreement and of which the cause is attributable to others than to Emrys. If Emrys should be approached by third parties on this basis, then the Client is obliged to assist Emrys both outside and in law and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, then Emrys is entitled, without notice of default, to proceed to this. All costs and damage on the part of Emrys and third parties as a result, are fully for the account and risk of the Client.

Article 11. Intellectual property

Emrys reserves the rights and powers that accrue to it under the Copyright Act and other intellectual laws and regulations. Emrys has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the notice of third parties.

Article 12. Applicable law and disputes

  1. All legal relationships to which Emrys is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
  2. The judge in Emrys's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Emrys has the right to submit the dispute to the competent court according to the law.
  3. The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 13. Location and change of conditions

  1. These conditions have been filed with the Dutch Chamber of Commerce.
  2. Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with Emrys.
  3. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.