The conditions of Aluwdoors

Article 1: General
1.1. These terms and conditions apply to all offers made by the contractor, all agreements it enters into, and all agreements that may result from this.

1.2. The company using these terms is referred to as 'supplier' or 'contractor'. The other party is referred to as the client.

1.3. In the event of a conflict between the content of the agreement concluded between the client and the contractor and these terms, the provisions of the agreement prevail.

Article 2: Offers
2.1. All offers are non-binding.

Article 3: Intellectual Property Rights
3.1. Unless otherwise agreed in writing, the contractor retains the copyrights and all industrial property rights on the offers made by him, provided designs, images, drawings, (prototype) models, software, measuring and detailing forms, and the like.

3.2. The rights to the data mentioned in paragraph 1 of this article remain the property of the contractor regardless of whether costs have been charged to the client for their production. These data may not be copied, used, or shown to third parties without the prior explicit written consent of the contractor.

Article 4: Advice and Provided Information
4.1. The client cannot derive any rights from advice and information he receives from the contractor if it does not relate to the assignment.

4.2. If the client provides data, drawings, and the like to the contractor, the contractor may rely on their accuracy and completeness in the execution of the agreement.

4.3. The client indemnifies the contractor against any claims from third parties regarding the use of advice, drawings, calculations, designs, materials, samples, models, and the like provided by or on behalf of the client.

Article 5: Delivery Time / Execution Period
5.1. The delivery time and/or execution period are estimated by the contractor.

5.2. In determining the delivery time and/or execution period, the contractor assumes that he can execute the contract under the conditions known to him at that time.

5.3. The delivery time and/or execution period only commence when agreement has been reached on all commercial and technical details, all necessary data, definitive and approved drawings, etc., are in the possession of the contractor, the agreed (partial) payment has been received, and the necessary conditions for the execution of the order have been met.

5.4. a. If there are other circumstances than those known to the contractor when he set the delivery time and/or execution period, he may extend the delivery time and/or execution period by the time needed to perform the contract under these circumstances. If the work cannot be fitted into the contractor's schedule, it will be carried out as soon as his schedule allows. b. If additional work is involved, the delivery time and/or execution period will be extended by the time the contractor needs to supply the materials and parts for it and to perform the additional work. If the additional work cannot be fitted into the contractor's schedule, the work will be carried out as soon as his schedule allows. c. If the contractor suspends obligations, the delivery time and/or execution period will be extended by the duration of the suspension. If the continuation of the work does not fit into the contractor's schedule, the work will be performed as soon as his schedule allows. d. If unworkable weather is involved, the delivery time and/or execution period will be extended by the resulting delay.

5.5. Exceeding the delivery time and/or execution period in no case entitles to compensation or dissolution.

Article 6: Transfer of Risk
6.1. Delivery takes place ex works, the contractor's place of business, in accordance with the latest version of the Incoterms. The risk of the item transfers when the contractor makes it available to the client.

Article 7: Price Change
​​​​​​​7.1. The contractor may pass on to the client any increase in cost-determining factors that occurred after the offer was made.

Article 8: Force Majeure
8.1. The contractor is entitled to suspend the performance of its obligations if it is temporarily prevented from fulfilling its contractual obligations to the client due to force majeure.

8.2. Force majeure includes, but is not limited to, the circumstance that suppliers, subcontractors of the contractor or transporters engaged by the contractor do not or do not timely fulfill their obligations, weather conditions, earthquakes, fire, power failure, loss, theft, or loss of tools or materials, roadblocks, strikes or work interruptions, and import or trade restrictions.

8.3. The contractor is no longer authorized to suspend performance if the temporary impossibility to perform has lasted more than six months. After this period, the client and contractor may terminate the agreement with immediate effect, but only for that part of the obligations that have not yet been met.

8.4. If there is force majeure and performance becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect for that part of the obligations that have not yet been met.

8.5. Parties have no right to compensation for the damage suffered or to be suffered as a result of the suspension or termination under this article.

Article 9: Scope of Work
9.1. The client must ensure that all necessary permits, (parking) exemptions, and other decrees required to carry out the work are obtained in time.

9.2. Not included in the price of the work are: a. costs for ground, pile, chiseling, breaking, foundation, masonry, carpentry, plastering, painting, sealing, wallpapering, repair work, or other construction work; b. costs for the connection of gas, water, electricity, or other infrastructural provisions; c. costs to prevent or limit damage to things present on or near the work; d. costs for the disposal of materials, building materials, or waste; e. travel and accommodation expenses.

Article 10: Changes in the Work
10.1. Changes in the work result in additional or reduced work if: a. there is a change in design, specifications, or specification; b. the information provided by the client does not correspond to reality.

10.2. Additional and reduced work will be calculated based on the price-determining factors that apply at the time the additional or reduced work is performed.

10.3. The client is obliged to pay the price of the additional work as referred to in paragraph 1 of this article at one of the following times at the contractor's option: a. as the additional work occurs; b. together with the payment of the principal sum; c. at the next agreed payment term. 10.4. The situation on-site and the dimensions of the void and/or opening must not change after measuring. If this does happen, the contractor. is not responsible for any resulting costs and the non-fitting of the doors. The contractor's measurement dimensions are always leading. If a measurement error is made by the contractor, the price may increase or decrease depending on the difference between the dimensions. Any caulking and painting work on walls/ceilings is not carried out by the contractor, as well as repairing damage caused during assembly and/or measuring (such as cracks from drilling, etc.). Any skirting boards are removed or sawn and not finished, depending on the situation. Furthermore, the contractor is not liable for damage caused by incorrectly provided information by the client (position of pipes, strength of the structure, etc.). The contractor is not responsible for the failure of a product due to the working of wood. The contractor is not liable for any damage caused by unstable floor/walls/ceiling.

Article 11: Execution of the Work
11.1. The client shall ensure that the contractor can perform its work undisturbed and at the agreed time and that the contractor has access to the necessary facilities, such as: a. gas, water, and electricity; b. heating; c. lockable dry storage space; d. facilities prescribed by the Occupational Health and Safety Act and regulations.

11.2. If the client fails to meet his obligations as described in the previous paragraphs of this article and as a result, a delay in the execution of the work occurs, the work will be carried out as soon as the client fulfills all his obligations and the contractor's schedule permits. The client is liable for all damages resulting from the delay for the contractor.

Article 12: Completion of the Work
12.1. The work is considered completed in the following cases: a. if the client has approved the work; b. if the client has started using the work. If the client uses a part of the work, that part is considered completed; c. if the contractor has notified the client in writing that the work is completed and the client has not notified in writing within 14 days of the notice whether the work is approved or not.

12.2. If the client does not approve the work, he is required to immediately notify the contractor in writing, stating the reasons. The client must give the contractor the opportunity to still deliver the work.

12.3. The client indemnifies the contractor for claims by third parties for damage to parts of the work not yet completed, caused by the use of parts of the work that have already been completed.

Article 13: Liability
13.1. In the event of an attributable failure, the contractor is required to fulfill his contractual obligations.

13.2. The contractor's obligation to pay damages, on whatever legal basis, is limited to the damage against which the contractor is insured under an insurance policy taken out by or on behalf of him, but never exceeds the amount paid by this insurance in the respective case.

13.3. If, for any reason, the contractor cannot invoke the limitation of paragraph 2 of this article, the obligation to pay damages is limited to a maximum of 15% of the total contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the contract sum of that part or partial delivery.

13.4. Not eligible for compensation are: a. consequential damage, which includes stagnation damage, production loss, lost profit, transport costs, and travel and accommodation costs; b. damage on sight, which includes damage inflicted to things being worked on or to things located in the vicinity of the place where the work is being carried out; c. damage caused by intentional or conscious recklessness of auxiliary persons or non-managerial subordinates of the client.

13.5. The contractor is not liable for damage to materials supplied by or on behalf of the client as a result of a poorly performed processing.

13.6. The client indemnifies the contractor for all claims by third parties due to product liability as a result of a defect in a product that was delivered by the client to a third party and that consisted (partly) of products and/or materials supplied by the contractor. The client is obliged to compensate all damages suffered by the contractor in this context, including the (full) cost of defense.

13.7. All liability of the contractor towards the client expires 12 months after the moment the goods were delivered or should have been delivered, or from the day the work was completed or should have been completed.

Article 14: Warranty and Other Claims
14.1. Unless otherwise agreed in writing, the contractor guarantees for a period of six months on assembly and three years on the product after delivery for the proper execution of the agreed performance. If a different warranty period has been agreed upon, the other paragraphs of this article also apply.

14.2. If the agreed performance has not been adequate, the contractor will choose whether to properly perform the performance again or credit the client for a proportional part of the invoice. If the contractor opts for properly performing the performance, he determines the manner and time of execution himself.

14.3. The client must give the contractor the opportunity in all cases to repair any defect or to perform the processing again.

14.4. The repair and execution of warranty work are carried out at the location where the product is assembled, delivered, or collected.

14.5. The client can only claim a warranty after he has fulfilled all his obligations towards the contractor.

14.6. a. No warranty is given if defects are the result of normal wear and tear, improper use, not or incorrectly performed maintenance, installation, assembly, modification or repair by the client or by third parties, defects in or unsuitability of items originating from, or prescribed by the client, defects in or unsuitability of materials or tools used by the client. b. No warranty is given on items delivered that were not new at the time of delivery, the inspection and repair of items belonging to the client, parts for which a manufacturer's warranty is granted.

14.7. The provisions of paragraphs 2 to 6 of this article apply correspondingly to any claims of the client based on breach of contract, non-conformity, or any other legal basis.

14.8. The client cannot transfer rights under this article.

14.9. Photos taken of the installed product may be used for advertising/promotional purposes and shared on the contractor's website and social media pages.

Article 15: Complaint Obligation
15.1. The client can no longer appeal to a defect in the performance if he has not complained about it in writing to the contractor within three days after he has discovered or should reasonably have discovered the defect.

15.2. Complaints about the amount of the invoice must be submitted in writing to the contractor within the payment term, under penalty of forfeiture of all rights. If the payment term is longer than thirty days, the client must have complained in writing within thirty days of the invoice date.

Article 16: Unclaimed Goods
16.1. The client is obliged to take possession of the goods or goods that are the subject of the agreement at the agreed place after the end of the delivery time and/or execution period.

16.2. The client must provide all cooperation that can reasonably be expected of him in order to enable the contractor to deliver.

16.3. Goods not taken will be stored at the expense and risk of the client.

Article 17: Payment
17.1. Payment is made to an account designated by the contractor.

17.2. Unless otherwise agreed, payment shall be made as follows: 50% of the total price immediately after measuring; - 50% of the total price two working days before the start of installation work, delivery and/or assembly.

17.3. If the client does not meet his payment obligation, he is obliged to comply with a request from the contractor for payment in kind.

17.4. The client's right to offset his claims against the contractor or to suspend them is excluded, unless the contractor is bankrupt or the statutory debt restructuring applies to the contractor.

17.5. Regardless of whether the contractor has fully performed the agreed service, everything that the client owes or will owe him under the agreement is immediately due and payable if: a. a payment term has been exceeded; b. the bankruptcy or suspension of payment of the client has been applied for; c. attachment is made on goods or claims of the client; d. the client (company) is dissolved or liquidated; e. the client (natural person) requests to be admitted to the statutory debt restructuring, is placed under guardianship or has died.

17.6. The contractor is authorized to offset his debts to the client against claims of companies affiliated with the contractor on the client. In addition, the contractor is authorized to offset his claims on the client against debts of companies affiliated with the contractor to the client. Furthermore, the contractor is authorized to offset his debts to the client against claims on companies affiliated with the client. Affiliated companies are understood to mean the companies that belong to the same group, within the meaning of Article 2:24b of the Dutch Civil Code, and a participation within the meaning of Article 2:24c of the Dutch Civil Code.

17.7. If the contractor is vindicated in a legal procedure, all actual costs incurred by him in connection with this procedure will be borne by the client.

Article 18: Securities
18.1. The contractor remains the owner of the delivered goods as long as the client: a. falls short or will fall short in fulfilling his obligations from this or other agreements; b. has not fulfilled claims arising from the non-compliance with the aforementioned agreements, such as damages, penalties, interest, and costs.

18.2. As long as there is a retention of title on the delivered goods, the client may not encumber or alienate them outside his normal business operations, nor resell them.

18.3. After the contractor has invoked his retention of title, he may retrieve the delivered goods. The client must provide all cooperation for this.

18.4. The contractor has a lien and a right of retention on all goods that he has or will get under his control for any reason whatsoever and for all claims that he has or might get on the client against anyone who demands their release.

18.5. If the client, after the goods have been delivered to him in accordance with the agreement by the contractor, has fulfilled his obligations, the retention of title with respect to these goods revives if the client does not fulfill his obligations from a subsequently concluded agreement.

Article 19: Termination of the Agreement
If the client wants to terminate the agreement without there being a shortcoming of the contractor and the contractor agrees to this, the agreement is terminated by mutual consent. In that case, the contractor is entitled to compensation of 15% of the principal sum and any advance payment made.

Article 20: Applicable Law and Competent Court
20.1. Dutch law is applicable.

20.2. The Vienna Sales Convention (C.I.S.G.) is not applicable, nor is any other international regulation from which exclusion is permitted.

20.3. Only the Dutch civil court that is competent in the place of establishment of the contractor shall have jurisdiction over disputes, unless this is contrary to mandatory law. The contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.