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General Terms and Conditions

New adjusted general terms and conditions dated 30-05-2023

General terms and conditions of ENTRANCE AUTOMATISCHE DEUREN

Article 1 Definitions In these General Terms and Conditions, the following terms are used in the following meaning:

Contractor: Entrance Automatische Deuren and/or companies affiliated with Entrance Automatische Deuren.
Consumer: the natural person who is not acting in the exercise of a profession or business, or the natural person who is acting in the exercise of a profession or business if the agreement in question is not related to the professional activity of that natural person.
Client: the counterparty of the Contractor.
Agreement: the agreement between Contractor and Client.
General Terms and Conditions: the General Terms and Conditions of the Contractor.
Written: in writing or via an Electronic Communication Medium.
Electronic Communication Medium: email, WhatsApp, SMS, the contact form via the Contractor’s website, or an electronic communication medium used by the Contractor.
Working Day(s): Monday to Friday between 8:00 and 16:00, except for a generally recognized rest or holiday at the place of execution or delivery, or prescribed by the government or by or pursuant to a collective labor agreement, the construction industry holiday period, or another holiday or ADV day and/or other collective day off.

Article 2 General

The provisions of the General Terms and Conditions apply to every current and future offer, quotation and/or agreement between Contractor and a Client to which Contractor has declared the General Terms and Conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in Writing.
The General Terms and Conditions also apply to all agreements with Contractor, for the execution of which third parties are or will be involved.
If one or more provisions in the General Terms and Conditions are null and void or should be annulled, the remaining provisions of the General Terms and Conditions remain fully applicable. Contractor and Client will then consult in order to agree on new provisions to replace the null and void or annulled provisions, whereby if and insofar as possible the purpose and intent of the original provision is observed.

Article 3 Electronic communication

If the Client uses an Electronic Communication Medium, the Client bears the risk of its use and is obliged towards the Contractor to take appropriate measures to prevent unintended and/or unlawful use of that Electronic Communication Medium.
If the Client uses or has available an Electronic Communication Medium for message traffic with the Contractor, the Client is always presumed towards the Contractor to be the sender or receiver of a message via that Electronic Communication Medium, unless proven otherwise by the Client.

Article 4 Representation

The Client is entitled to designate one or more representatives to act as his authorized representative. The Client shall inform the Contractor of this in Writing without delay. The Client’s authorized representative represents the Client insofar as the authority to do so has been explicitly communicated to the Contractor in Writing.
The Contractor is exclusively represented by the management of the Contractor. Agreements and/or arrangements with staff members and/or representatives do not bind the Contractor.
The Contractor only becomes bound by agreements or arrangements with staff members or other representatives if the management of the Contractor explicitly agrees to the Agreement or arrangements, or implements the Agreement or arrangements.

Article 5 Agreement and quotations

Quotations from the Contractor are always without obligation and can only be accepted in Writing and without deviations.
If reservations or changes to the quotation are made in the acceptance, the Agreement only comes into effect if the Contractor agrees in writing to the deviations from the quotation or starts with the execution of the work.
The term for acceptance of quotations is 30 days after the date of the quotation.
A composite price quote does not oblige the Contractor to deliver part of the assignment against a corresponding part of the quoted price.

Article 6 Obligations of the Client

The Client shall ensure that the Contractor has timely access to:
All relevant information available to the Client, necessary for carrying out the work and any maintenance, including at least current (construction and/or situation) drawings;
Unhindered access for personnel and/or equipment to the location, site and/or building where the work is to be carried out;
Sufficient parking space for the executing personnel and/or suppliers of (assistants of) the contractor, on the site or next to the building where the work is being carried out;
Sufficient opportunity for safe delivery, removal and/or safe storage of construction materials and aids;
A container on the site or next to the building where the work is being carried out for the storage of (construction) waste;
The data and approvals required for the setup and execution of the work, including public and private law permissions, however named;
Current drawings of the location of (visible and/or invisible) pipes for: electricity, gas, water and/or data or otherwise;
Disconnection of electricity, gas, water and/or data lines in the work.
The results of a Klic notification (https://zakelijk.kadaster.nl/-/klic-melding).
The forklifts, shovels, aerial work platforms and/or cranes required by the Contractor.
The structural calculations If this provision is not met or not met in time, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client for the extra costs resulting from the delay according to the usual rates.
The Contractor is not liable and the Client indemnifies the Contractor for all damage and costs resulting from inaccuracies in the information and/or documentation provided by the Client (or its assistants).
The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Client.
The Client is responsible for the content of the changes ordered by him. The Contractor will, if necessary, point out the consequences of changes by the Client.
If the Client prescribes the delivery of certain goods to the Contractor, the Client bears the risk of the functional unsuitability of goods. This is the case if goods are by their nature or otherwise not suitable for the purpose for which they are intended according to the Agreement. If the Contractor has justified doubts about the quality and/or suitability of goods prescribed by the Client, the Contractor is entitled to suspend its obligations under the Agreement until the Client provides convincing evidence of the functional suitability.
The Client shall ensure that the Contractor can carry out its work undisturbed and continuously at the agreed time or during the agreed period at the agreed location.
The Client is always responsible, at its own expense and risk, for obtaining (government) subsidies.
The Client may not, except with the written approval of the Contractor, transfer its rights and obligations under the Agreement in whole or in part to another party.
If the Client violates one of the obligations mentioned in this article, the delivery term will be extended by the duration of the resulting delay, with a minimum of 20 Working Days.

Article 7 Obligations of the Contractor

The Contractor will execute the Agreement to the best of its insight and ability and in accordance with the requirements of good workmanship. All this based on the state of science known at that time. The Contractor will execute the Agreement in such a way that the performance meets the requirements arising from the Agreement and assuming the normal use for which the performance is intended.
The Contractor is authorized to have (parts of) the work performed by (independent) assistants.
The Contractor is not obliged to contract with an assistant indicated by the Client if the Contractor does not wish to accept the contract terms of this assistant.
The Client indemnifies the Contractor against all consequences (such as damage, fines and/or costs) related to the Foreign Nationals Employment Act for the engagement of assistants designated by the Client.
The Contractor is entitled to submit phases or elements to the Client for testing or approval.
The Contractor must carry out the work in such a way that neither the Client nor third parties experience unnecessary hindrance and that damage to person, property or the environment is limited as much as possible.

During the execution of the work, repair work and/or service obligations, damage may occur to the site and/or a building. Such damage is not always preventable. For the Client, a deductible of € 1,000 applies for damage. The Contractor is, however (subject to Article 19), liable for damage to the work or (other) property of the Client, insofar as this has been caused by the execution of the work and is due to negligence, carelessness or incorrect actions of the Contractor, its personnel, assistants, subcontractors or suppliers.
The Contractor is entitled to apply advertising to the works delivered by it and/or safety instructions and/or maintenance stickers. These advertisements and/or safety instructions and/or maintenance stickers must be maintained by the Client under penalty of forfeiture of warranty and/or liability.
The Contractor is not obliged to do more than a general assessment of information, designs, drawings, calculations and specifications provided by or on behalf of the client against the standards of the industry in which the Contractor operates. The inspection by the Contractor of goods to be supplied by the client will not include more than an external visual inspection for visible damage, checking quantities and/or dimensions. The Contractor is in no case liable for damage and/or costs, of whatever nature, because the Contractor has assumed the functional suitability of goods and/or working methods prescribed by the Client (and/or its assistants).

Article 8 Permits, etc. and soil

If it has been agreed that the Contractor will take care of the required permits, exemptions, decisions, consents and declarations, the Client is obliged to provide the Contractor with all necessary cooperation to obtain these.
If a permit, exemption, decision, consent or declaration is reasonably not granted or is not or will not be granted in time, the parties will consult with each other and, if necessary, modify or terminate the Agreement. In case of termination, Article * paragraph * applies mutatis mutandis.
The Contractor is not liable for the consequences of asbestos and/or (soil) contamination that is encountered during the execution of the work on or in the site or buildings. The Contractor will (have) remove(d) the asbestos and/or contamination as additional work. If this additional work cannot reasonably be required from the Client due to its scope, the Client is entitled to modify or terminate the Agreement. In case of termination, Article * paragraph * applies mutatis mutandis.

Article 9 Terms

Delivery or completion terms are indicative and do not give the Client the right to termination or compensation in case of exceeding them, unless expressly agreed otherwise.
Claims and other powers of the Client on any grounds whatsoever against the Contractor and/or its assistants in connection with an agreement or due to tort expire one year after the moment the Client became aware or could reasonably have been aware of the existence of these rights and/or powers.
In deviation from paragraph 2, a limitation period of one year applies to the Client acting in the capacity of Consumer.
Interruption of limitation can only be done by registered letter or by bailiff’s writ.

Article 10 Models, colours, deviations

Models, samples and/or sketches shown by the Client and/or Contractor are considered indicative without the performance to be delivered by the Contractor having to correspond to them.
Deviations between the delivered work on the one hand and the original design, drawings, copy or model, colour or typesetting, or other proof on the other hand, cannot be a reason for rejection, discount, termination of the Agreement or compensation if they are of minor importance.
The Client must inspect goods that are to be installed by the Contractor in a timely manner and before installation for correct quality, colour or deviations and report complaints thereof immediately and at the latest within 24 hours after delivery of the goods on location, in Writing and with motivation to the Contractor. In the absence thereof, the goods to be installed are deemed to have been approved and in accordance with the Agreement and at that moment the right of complaint expires. The costs of disassembly / replacement are charged to the Client as additional work after this period on the basis of actual costs, at the Contractor’s applicable hourly rate.

Article 11 Prices and invoicing

The rates and prices used by the Contractor are in EURO and include VAT and any other government levies, as well as any costs to be incurred in the context of the Agreement, including parking costs, shipping, transport, storage, packaging and administration costs, unless otherwise indicated. Also excluded are the costs of renting a forklift, shovel and/or excavator and/or aerial work platform.
Each partial delivery, including deliveries of parts of a composite order, can be invoiced separately.
The Contractor is entitled to invoice the work in terms to be determined by the Contractor. In case of exceeding the payment obligations, the Contractor is entitled to suspend the work. The delivery (completion) term is extended by the number of days that invoices of the Contractor are paid late.
If no price has been agreed, only an indicative price has been given, or in case of additional work, the Contractor’s wage is calculated on an actual cost basis against the Contractor’s current rates, plus the costs incurred by the Contractor.
A price indication is not a target price. Prices mentioned by the Contractor only apply as a target price if the Contractor has explicitly designated a price in Writing as a target price.
In deviation from Article 7:752 paragraph 2 of the Dutch Civil Code, a target price given by the Contractor may be exceeded by a maximum of 20%.
The Contractor may pass on price increases if the Contractor can demonstrate that significant price changes (of 5% or more) have occurred between the moment of offer and execution of the Agreement with regard to, for example, materials, wages, raw materials or rental prices. A Client who is a Consumer is entitled to terminate the Agreement in case of a price increase within three (3) months after concluding the Agreement, unless the Contractor is still willing to execute the Agreement based on the original price. In case of termination, Article * paragraph * applies mutatis mutandis.
The Contractor is entitled to index the hourly rates and/or unit prices used by the Contractor annually on January 1 in accordance with the consumer price index (CPI).

Article 12 Amendment of the Agreement

The Client is entitled to instruct changes to the Contractor. The Contractor will, as far as possible, indicate whether a change results in additional or reduced work.
The Contractor is not obliged to carry out a change instructed by the Client if:
the change is not instructed in Writing, or
the execution of the change would result in an unacceptable disruption of the work according to standards of reasonableness and fairness, or
the execution of the change would result in the Contractor being required to perform work beyond its technical knowledge and/or capacity, or
the execution of the change would be unacceptable for the Contractor according to standards of reasonableness and fairness, considering the mutual interests.
If the Contractor refuses to carry out an instructed change, it will inform the Client as soon as possible.
The Contractor is entitled to change documents or work, insofar as the result thereof complies with the provisions of the Agreement.
If during the execution of the Agreement it appears that for proper execution it is necessary to change and/or supplement the work to be performed, the parties will adjust the Agreement accordingly in a timely manner and by mutual consultation.
If the parties agree that the Agreement is changed and/or supplemented, the time of completion of the execution may be affected. The Contractor will inform the Client of this as soon as possible. The Client is then deemed to agree with the extension of the term.
If the change and/or addition to the Agreement has financial and/or qualitative consequences, the Contractor will inform the Client about this as soon as possible.

Article 13 Payment

Payment must be made within 14 days after the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice was issued.
The Client must make any objections to the Contractor’s invoice known to the Contractor in Writing within 8 days after the invoice date, failing which the Client is deemed to have agreed with the invoice and the invoice amount. Objections to the invoice do not suspend the payment obligation.
The Client is immediately in default by the mere expiry of a payment term. After the expiry of a payment term, the Client owes contractual interest of 1% per month, unless the statutory (commercial) interest is higher, in which case the statutory (commercial) interest applies. For Clients who do not act in the exercise of a profession and/or business, a contractual interest of 0.70% per month applies. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount.
In case of merger, alienation of (part of) the company, liquidation, (application for) bankruptcy, (provisional) attachment or (application for) suspension of payment, significant changes in the management of the Client, the claims of the Contractor on the Client are immediately due and payable.
The Contractor has the right to have the payments made by the Client go first to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest. The Contractor can, without thereby being in default, refuse an offer for payment if the Client designates a different order for the allocation. The Contractor can refuse full repayment of the principal sum if the interest that has fallen due and is current, as well as the costs, are not also paid.
In case of exceeding a payment term, the Client owes extrajudicial collection costs to the Contractor. If the Client acts in the exercise of a profession and/or business, the extrajudicial collection costs are at least € 250,- per invoice.

Article 14 Completion

The work of the Contractor is considered completed if:
The Client has approved the work;
The work has been put into use by the Client, or the part that has been put into use by the Client;
The Contractor has notified the Client in Writing that the work is completed and the Client has not indicated in Writing within 5 Working Days after the day of that notification that the work is not approved, stating the completion points;
The Client does not approve the work due to minor defects or missing parts that can be repaired or delivered within the usual payment term of invoices (with a minimum of 21 Working Days) and which do not prevent the use of the work.
If the Client does not approve the work, the Client is obliged to give the Contractor the opportunity to provide repair with a term of at least 21 Working Days, counting from the Written notification of completion points by the Client.
The sending of the final term invoice to the Client is considered as a notification that the work is completed and (except for additional/reduced work) ready for delivery.
The Client indemnifies the Contractor for claims from third parties for damage to parts of the work not yet delivered caused by the use of already delivered parts of the work.
For each day or part thereof:
That the Contractor cannot carry out the agreed work undisturbed, and/or
A payment term is exceeded by the Client, and/or
The Client otherwise does not provide the necessary data as included in article * paragraph 1 under a to i, the delivery term is extended by a full Working Day for each day that the shortcoming continues.

Article 15 Guarantees

If the Contractor provides guarantees, the Client can only invoke them if the Client has fulfilled all (financial) obligations towards the Contractor.
A guarantee expires if:

Work has been carried out on the work covered by the guarantee by third parties, with the exception of the application of emergency provisions by a recognized specialist;
Additions have been made (however named) to the work delivered by the Contractor;
The work is used for purposes other than what the work is intended for, or in case of injudicious use of the work;

3. Guarantee does not cover:

Defects that could already be noticed by the Client at the time of delivery;
Complaints about products and/or building materials that are the result of natural properties of building materials;
Defects and/or damage as a result of weather conditions;
Defects and/or damage due to external influences, such as flooding, lightning, storm, vandalism;
Defects and/or damage due to injudicious use and operation;

4. The Contractor does not carry out guarantees given by third parties (such as factory guarantees).

5. If the Contractor is commissioned to carry out factory guarantees, these will be carried out on the basis of subsequent calculation against the hourly rates applicable to the Contractor at the time of commissioning.

Article 16 Retention of Title and Security

All items delivered by the Contractor remain the property of the Contractor until the Client has fulfilled all subsequent obligations from all agreements concluded with the Contractor.
The Client is not authorized to pledge the items falling under the retention of title nor to encumber them in any other way.
If third parties seize the items delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to inform the Contractor of this as soon as possible.
In the event that the Contractor wishes to exercise its ownership rights indicated in this article, the Client now gives unconditional and irrevocable permission to the Contractor or third parties to be designated by it to enter all those places where the Contractor’s properties are located and to take back those items.
If the goods delivered by the Contractor at the location of the work and/or a storage location and/or the Client’s establishment are mixed with goods of third parties or the Client, then the goods designated by the Contractor up to the number and of the same type are considered to be the goods of the Contractor.
As security for the fulfilment of its current and future payment obligations towards the Contractor, the Client pledges to the Contractor all its current and/or future claims (hereinafter: “goods”) from current and/or future legal relationships to the Contractor. In the event of disclosure of the pledge to the debtor, the Contractor is also entitled to pledge future claims arising from future legal relationships. The Contractor is always entitled to register the pledge of the goods with the Tax Authorities and to notify the pledge of the goods to the Client’s creditors and to receive payment. The Contractor is irrevocably authorized to pledge the goods (either through a proxy holder or not) to itself on behalf of the Client.

Article 17 Suspension

The Contractor is entitled to suspend the performance of the obligations or to terminate the Agreement if:

The Client does not or not fully comply with the obligations under the Agreement.
after the conclusion of the Agreement, circumstances have come to the Contractor’s knowledge that give good reason to fear that the Client will not fulfil the obligations. In case there is good reason to fear that the Client will only partially or improperly fulfil, the suspension is only allowed insofar as the shortcoming justifies it.
The Client has been requested to provide security for the fulfilment of his obligations under the Agreement at the time of the conclusion of the Agreement and this security is absent or insufficient. As soon as security has been provided, the right to suspend expires, unless this fulfilment is unreasonably delayed as a result.
The Client loses the free management of his assets, or has applied for, or is involved in an application for the dissolution of the (matrimonial property) community of which the Client is a participant.
(Conservatory and/or executory) seizure is levied on the Client
A bankruptcy petition has been filed against the Client, or there is (provisional) suspension of payment, or the Client has filed an application for admission to the WSNP.
The plot on which the Contractor’s work is or has been carried out is put up for sale.
The Client leaves the Netherlands with a permanent place of residence.

Article 18 Termination of the agreement

If the Client dissolves, cancels, terminates or otherwise terminates the Agreement, the Contractor shall be entitled to compensation in accordance with Article 7:764 paragraph 2 of the Dutch Civil Code.
If the Client does not fulfil any obligation resting on him, the Contractor is entitled to suspend the work until the moment the Client has fulfilled this obligation, or to terminate the work in an unfinished state. The Contractor must inform the Client in writing in advance of the consequences of not fulfilling the obligations, without prejudice to the Contractor’s right to compensation for damage, costs and interest.

Article 19 Liability

The Client who consists of multiple persons are jointly and severally liable to the Contractor for the full performance of the entire agreement.
The Client is obliged towards the Contractor to insure and keep insured the work and its (im)movable goods and/or auxiliaries against damage, loss and/or theft.
The Contractor’s liability is limited to the amount that is paid out under the insurance taken out by the Client. If the insurer does not make a payment or if the incident is not covered by the insurance, the Contractor’s liability is limited to an amount equal to 15% of the invoiced and paid contract sum or price. In no case shall the total liability of the Contractor towards the Client(s) concerned exceed € 2,500.
The Contractor shall never be liable for indirect damage, including in any case consequential damage, lost profits, lost turnover, lost savings and damage due to business interruption.
The maximum amounts in this article do not apply if the damage has arisen from intent or conscious recklessness on the part of the Contractor’s management.
The Contractor is not liable for any damage whatsoever that arises because or after the Client has taken the work into use, has processed or treated it, has delivered it to third parties, or has had it used, processed or treated or delivered to third parties after delivery.
Any limitation or exclusion of liability in these General Terms and Conditions can also be invoked by (sub)suppliers or auxiliaries of the Contractor against the Client.

Article 20 Force majeure

The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not due to their fault and is not for their account by virtue of the law, a legal act or generally accepted views.
Under force majeure, these General Terms and Conditions shall in any case include but not be limited to (threat or consequences of): natural disaster, war, war danger, civil war, riot, unrest, terrorism, strike, occupation of the company, lockout, fire, environmental and water damage, flooding, government measures, disruptions in the supply of energy and business necessities, construction stop, unavailability of auxiliaries or machines, sudden incapacity for work of employees, epidemic, pandemic, disruptions in the computer network, unworkable days, strike, inclement weather (at the discretion of the Contractor) and other events that can lead to stagnation in the regular course of business within an enterprise and that cannot reasonably be attributed to the Contractor, those obligations shall be suspended until the Contractor is able to fulfil them in the agreed manner again, without the Contractor being in default with regard to the fulfilment of its obligations and without it being liable for any compensation.
The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after the Contractor should have fulfilled its obligation.
The parties may suspend the obligations under the Agreement during the period in which the force majeure continues. If this period lasts longer than two months, each party is entitled to terminate the Agreement, without any obligation to compensate the other party for damages.
Insofar as the Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, Article 14 paragraph 3 shall apply mutatis mutandis.

Article 21 Intellectual property and copyrights

All intellectual property rights rest with the Contractor.
All documents provided by the Contractor, such as designs, sketches, drawings, films, software, (electronic) files etc., are intended solely for use by the Client and may not be reproduced, published or brought to the attention of third parties by him without the prior permission of the Contractor, unless the nature of the documents provided dictates otherwise.
Any use, reproduction or publication of the works that falls outside the right of use of paragraph 2 shall be considered an infringement of the copyright. The Client will pay the Contractor an immediately payable and judicially unmitigable penalty of once the invoice amount for the works, or at least the invoice and/or agreed amount of which the works are a part, per infringing act, without prejudice to the Contractor’s right to have its loss due to the infringement compensated or to take other legal measures to put an end to the infringement.

Article 22 Disputes

Dutch law applies to every current and future agreement between the Contractor and the Client. The Vienna Sales Convention is expressly excluded.
The Dutch court is competent to take cognizance of disputes arising from the current and/or future agreement and/or General Terms and Conditions and/or other legal relationships.

Chapter B – Additional conditions (maintenance contract)

Article 23 Definitions

Work: all actions and activities performed by the Contractor for the benefit of the Client that are useful and necessary to provide the Services as described in the Agreement.

Object: the automatic doors taken into maintenance by the Contractor.

Tools: means and goods used by the Contractor for the Work, such as aerial work platforms, machines, ladders, maintenance materials, cleaning agents, etc.

Article 24 Duration of the maintenance contract

A maintenance contract is entered into – unless otherwise agreed – for a period of twelve months.

After the expiry of the term of the maintenance contract, the maintenance contract will be automatically extended for a new period of twelve months.

Article 25 Tools and conditions

The Client guarantees that at the start of the Work, the Contractor can use the installations and facilities in the building free of charge for the Work on the outside of the Object and that they are functioning properly. Failing this, the Contractor is entitled to suspend its Work or to charge it in full due to the lost income, at the Contractor’s discretion.
If the Contractor has to incur costs in carrying out the Work to ensure the safety of employees, these costs will be charged to the Client.
In the case of maintenance and/or cleaning work, the Client guarantees that the room or rooms where the Work is carried out are empty and vacated.
The Client guarantees that the Object where the Work is carried out is accessible and easily accessible.

Article 26 Additional provisions for execution

If during the execution of the Work it appears that the location of the Work is not accessible or accessible to the Contractor without additional Tools, the Contractor is entitled to suspend the Work until the additional Tools have been deployed at the expense of the Client.

Article 27 Additional liability conditions

In the case of maintenance work, the Contractor shall never be liable for damage to the pointing, infrastructure and/or pipework, paving, lawns, equipment, floor coverings and wall finishes.

Article 28 Termination of the Agreement

Termination of the maintenance contract can be done by both parties by registered letter at the end of the term of the maintenance contract, observing a notice period.
The notice period is two months for both parties.
The maintenance contract cannot be terminated by the Client before the Contractor has started, and therefore the Agreement cannot be cancelled.
If premature (and therefore irregular) termination takes place by the Client, the Client owes the Contractor the fully agreed price in the Agreement for the remaining contractual term of the Agreement. The Client also owes the additional costs that the Contractor has already incurred in connection with the Agreement, and the costs resulting from any cancellation of third parties involved (such as – among other things – any costs related to subcontracting). The Client is also entitled to compensation for the occupancy loss incurred on his side.
If the Contractor proceeds to (interim) termination, the Client has the right to the cooperation of the Contractor in the transfer of Work to third parties, provided that all underlying outstanding advances or all invoices have been paid.

Chapter C – Additional conditions (sales)

Article 28 Delivery and risk

Unless otherwise agreed in writing, deliveries of Goods are ex works, at the place of delivery agreed between the parties, Incoterms® 2010. From the moment of (off)loading, the Goods are for the account and risk of the Buyer. If the parties have agreed in writing on a different mode of delivery in an individual agreement, this different mode of delivery applies only to that agreement and not to other agreements between the same parties.
The Goods to be delivered are transported at the expense and risk of the Buyer. This also applies if the carrier demands that the clause on all transport damage being for the account and risk of the consignor appears on waybills, transport addresses, etc.
Carriage-paid delivery only takes place if and to the extent that this is indicated by the Contractor in the agreement, the order confirmation or otherwise in writing.
Unless otherwise agreed in writing, the method of transport and packaging will be determined by the Contractor, without the Contractor being liable for this and without being obliged to take back the packaging or being liable for costs in connection with the removal of packaging from the Buyer’s site.
The Buyer is obliged to take delivery of the Goods to be delivered at the moment when they are made available to him in accordance with the agreement. If the Buyer refuses to take delivery for any reason whatsoever or is negligent in providing the information or instructions necessary for delivery, the Goods will be stored at the Buyer’s expense and risk. In that case, the Buyer will owe all additional costs, including in any case storage costs and the lost sales proceeds.
Goods that the Buyer has made available to the Contractor for maintenance or repair remain at the Buyer’s risk during transport to and from and stay with the Contractor.

The Contractor shall at all times have the right to demand sufficient security from the Buyer for the fulfilment of his obligations and only to proceed with the delivery of Goods or Services after such security has been provided. The Contractor also has the right to deliver against cash on delivery.

An agreed delivery time for Goods or Services is only approximate and is not a fatal term, unless expressly agreed otherwise in writing. If a delivery time is exceeded, the Buyer shall never be entitled to compensation for any (direct or indirect) damage, nor to dissolution of the agreement, nor to suspension of any obligation under the relevant agreement or any other agreement.
The delivery time for Goods or Services shall only commence after the Buyer has provided the Contractor with all the data which the Contractor indicates are necessary, or which the Buyer should reasonably understand to be necessary for the performance of the agreement.
The delivery time for goods or services is based on the circumstances prevailing at the time of conclusion of the agreement and (if applicable) on the timely delivery of the Goods ordered by the Contractor for the performance of the agreement. If, through no fault of the Contractor, a delay occurs as a result of a change in the said circumstances or because the goods ordered by the Contractor are not delivered on time, the delivery time shall be extended accordingly.
If interim changes to the agreement result in a longer delivery time, the delivery time shall be extended by that additional time.
The Contractor is allowed to deliver goods or services earlier or in parts, unless in the case of the latter a partial delivery has no independent value. If the goods or Services are delivered in parts, the Contractor is entitled to invoice each part separately. These conditions also apply to partial deliveries.

Article 29 – Software

Software related to the use of automated doors is the exclusive property of the Contractor or its licensors. The Buyer only acquires a non-transferable, non-exclusive license to use the software as granted to it by the Contractor for the purpose of using, repairing and maintaining automated trucks.
The version of the software made available to the Buyer is stated in the agreement.
The Buyer is not permitted to:

Load and display the software on a data processing unit other than the one designated by the Contractor, without the prior written consent of the Contractor;
Reproduce the software unless and insofar as reproduction takes place in the context of making permitted backups;
Pledge the software or otherwise encumber it;
Remove or modify markings on and to the software such as brand names, trade names, copyrights or other indications of intellectual property rights;
Transfer or make available the software to third parties;
Decompile the software or otherwise disassemble it;
Disclose the results of benchmark tests with regard to the software.
The Buyer is obliged to treat the software made available to him confidentially and to keep it secret.
The source code of the software is not made available to the Buyer.
The Buyer does not acquire any intellectual property rights with respect to the software as a result of modifications made by him to the software.
Any improvement, modification, update or other change made to the software by the Contractor or its personnel during the term of the agreement remains the intellectual property of the Contractor. The Buyer can request the Contractor for a license to use the modified software.
The Contractor is entitled to protect the software with passwords or otherwise to prevent misuse of the software. This kind of security may allow temporary use of the software by the Buyer, after which new passwords must be entered for further use. If the Contractor secures the software in this way, the Buyer will be informed of this when the software is handed over.
The Contractor does not guarantee that the software licensed to the Buyer functions flawlessly and without interruptions or that every fault in the software can be remedied.
The Contractor is not liable for the functioning of the software if and to the extent that the Buyer has made changes to the software.

version April 2023 –

Table of Contents:

Article 1 – Definitions

Article 2 – Identity of the Entrepreneur

Article 3 – Applicability

Article 4 – The Offer

Article 5 – The Agreement

Article 6 – Right of Withdrawal

Article 7 – Obligations of the Consumer during the Reflection Period

Article 8 – Exercise of the Right of Withdrawal by the Consumer and Costs Thereof

Article 9 – Obligations of the Entrepreneur upon Withdrawal

Article 10 – Exclusion of the Right of Withdrawal

Article 11 – The Price

Article 12 – Compliance and Additional Guarantee

Article 13 – Delivery and Execution

Article 14 – Continuous Transactions: Duration, Termination and Renewal

Article 15 – Payment

Article 16 – Complaints Procedure

Article 17 – Disputes

Article 18 – Additional or Deviating Provisions

Article 1 – Definitions

In these terms and conditions, the following is understood by:

Supplementary Agreement: an agreement whereby the consumer acquires products, digital content and/or services in connection with a distance contract and these goods, digital content and/or services are delivered by the entrepreneur or by a third party based on an arrangement between that third party and the entrepreneur;
Reflection Period: the period within which the consumer can make use of his right of withdrawal;
Consumer: the natural person who is not acting for purposes related to his trade, business, craft or professional activity;
Day: calendar day;
Digital Content: data produced and delivered in digital form;
Continuing Performance Contract: an agreement that aims to deliver goods, services and/or digital content on a regular basis for a certain period of time;
Durable Medium: any means – including email – that enables the consumer or entrepreneur to store information addressed to him personally in a way that future consultation or use for a period suited to the purpose for which the information is intended, and which allows unchanged reproduction of the stored information;
Right of Withdrawal: the possibility for the consumer to refrain from the distance contract within the reflection period;
Entrepreneur: the natural or legal person who offers products, (access to) digital content and/or services at a distance to consumers;
Distance Contract: an agreement concluded between the entrepreneur and the consumer within the framework of an organized system for the distance selling of products, digital content and/or services, up to and including the conclusion of the agreement, exclusively or partly by using one or more remote communication techniques;
Model Withdrawal Form: the European model withdrawal form included in Annex I of these terms and conditions. Annex I does not need to be made available if the consumer does not have a right of withdrawal regarding his order;
Means of Remote Communication: a means that can be used to conclude an agreement, without the consumer and entrepreneur having to meet simultaneously in the same space.

Article 2 – Identity of the Entrepreneur

Entrance Automatische Deuren

Wattstraat 10

3771 AG Barneveld

Email: info@entrancedeuren.nl

Trade Register No.: 70078599

VAT No.: NL858131456B01

Article 3 – Applicability

These general terms and conditions apply to every offer of the entrepreneur and to every distance contract concluded between the entrepreneur and the consumer.
Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, it will be indicated before the distance contract is concluded how the general terms and conditions can be inspected at the entrepreneur and that they will be sent to the consumer free of charge as soon as possible upon request.
If the distance contract is concluded electronically, the text of these general terms and conditions may, in derogation from the previous paragraph and before the distance contract is concluded, be made available to the consumer electronically in such a way that the consumer can easily store it on a durable medium. If this is not reasonably possible, it will be indicated before the distance contract is concluded where the general terms and conditions can be accessed electronically and that they will be sent to the consumer electronically or in another way free of charge upon request.
In the event that in addition to these general terms and conditions, specific product or service conditions also apply, the second and third paragraphs apply accordingly and the consumer can always invoke the applicable provision that is most favorable to him in the event of conflicting conditions.

Article 4 – The Offer

If an offer has a limited period of validity or is subject to conditions, this will be explicitly stated in the offer.
The offer contains a full and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to allow the consumer to make a good assessment of the offer. If the entrepreneur uses images, these are a truthful representation of the offered products, services and/or digital content. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
Each offer contains such information that it is clear to the consumer what the rights and obligations are that are attached to the acceptance of the offer.

Article 5 – The Agreement

The agreement is concluded, subject to the provisions of paragraph 4, at the moment the consumer accepts the offer and meets the conditions set therewith.
If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm the receipt of the acceptance of the offer by electronic means. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer can dissolve the agreement.
If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and will ensure a safe web environment. If the consumer can pay electronically, the entrepreneur will observe appropriate security measures.
The entrepreneur may, within legal frameworks, investigate whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If the entrepreneur has good reasons based on this investigation not to enter into the agreement, he is entitled to refuse an order or application with reasons or to attach special conditions to the execution.
The entrepreneur will send the following information in writing or in such a way that it can be stored by the consumer on a durable medium in an accessible manner, at the latest upon delivery of the product, service or digital content:
The visiting address of the establishment of the entrepreneur where the consumer can address complaints;
The conditions under which and the manner in which the consumer can make use of the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
Information about guarantees and existing after-sales service;
The price including all taxes of the product, service or digital content; where applicable, the delivery costs; and the method of payment, delivery or performance of the distance contract;
The requirements for termination of the agreement if the agreement has a duration of more than one year or is of indefinite duration;
If the consumer has a right of withdrawal, the model withdrawal form.
In the case of a continuing performance contract, the provision in the previous paragraph only applies to the first delivery.

Article 6 – Right of Withdrawal

For products:

The consumer can cancel an agreement concerning the purchase of a product during a reflection period of at least 14 days without providing any reasons. The entrepreneur may ask the consumer for the reason for withdrawal but cannot require them to provide their reason(s).
The reflection period mentioned in paragraph 1 starts the day after the consumer, or a third party designated by the consumer who is not the carrier, has received the product, or:
If the consumer has ordered multiple products in the same order: the day on which the consumer, or a designated third party, has received the last product. The entrepreneur may refuse an order of multiple products with different delivery times, provided they have clearly informed the consumer about this prior to the ordering process.
If the delivery of a product consists of multiple shipments or parts: the day on which the consumer, or a designated third party, has received the last shipment or last part;
For agreements for the regular delivery of products over a specific period: the day on which the consumer, or a designated third party, has received the first product.

For services and digital content not provided on a tangible medium:

The consumer can cancel a service agreement and an agreement for the delivery of digital content not provided on a tangible medium during a minimum of 14 days without providing any reasons. The entrepreneur may ask the consumer for the reason for withdrawal but cannot require them to provide their reason(s).
The reflection period mentioned in paragraph 6 starts the day after the conclusion of the agreement.

Extended reflection period for products, services, and digital content not provided on a tangible medium if information regarding the right of withdrawal is not given:

If the entrepreneur has not provided the legally required information about the right of withdrawal or the model withdrawal form, the reflection period expires twelve months after the end of the original reflection period, as determined according to the previous paragraphs of this article.
If the entrepreneur has provided the information mentioned in the previous paragraph to the consumer within twelve months after the start date of the original reflection period, the reflection period expires 14 days after the day on which the consumer has received that information.

Article 7 – Obligations of the Consumer During the Reflection Period

During the reflection period, the consumer will handle the product and its packaging with care. They may only unpack or use the product to the extent necessary to determine the nature, characteristics, and functioning of the product. The principle here is that the consumer is allowed to handle and inspect the product as they would be able to in a shop.
The consumer is only liable for depreciation of the product resulting from handling it in a manner that exceeds what is permitted in paragraph 1.
The consumer is not liable for depreciation of the product if the entrepreneur has not provided all legally required information about the right of withdrawal before or at the time of concluding the agreement.

Article 8 – Exercising the Right of Withdrawal by the Consumer and Associated Costs

If the consumer exercises their right of withdrawal, they must notify the entrepreneur within the reflection period using the model withdrawal form or in another unequivocal manner.
As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer returns the product or hands it to (an authorized representative of) the entrepreneur. This is not necessary if the entrepreneur has offered to collect the product themselves. The consumer has observed the return period if they send back the product before the reflection period has expired.
The consumer returns the product with all supplied accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
The risk and burden of proof for the proper and timely exercise of the right of withdrawal lies with the consumer.
The consumer bears the direct costs of returning the product. If the entrepreneur has not notified that the consumer must bear these costs or if the entrepreneur indicates they will bear the costs themselves, the consumer does not have to bear the return shipping costs.
If the consumer withdraws after explicitly requesting that the performance of the service or the delivery of gas, water, or electricity, which are not made ready for sale in a limited volume or specific quantity, commences during the reflection period, the consumer owes the entrepreneur an amount that is proportional to the part of the obligation that the entrepreneur has fulfilled at the time of withdrawal, compared to the full compliance with the obligation.
The consumer bears no costs for the execution of services or the delivery of water, gas, or electricity that are not made ready for sale in a limited volume or quantity, or for the delivery of district heating, if:
The entrepreneur has not provided the consumer with the legally required information regarding the right of withdrawal, the compensation costs upon withdrawal, or the model withdrawal form; or
The consumer has not explicitly requested the commencement of the performance of the service or the delivery of gas, water, electricity, or district heating during the reflection period.
The consumer bears no costs for the full or partial delivery of digital content not provided on a tangible medium if:
They have not explicitly consented to the commencement of the performance of the agreement before the end of the reflection period;
They have not acknowledged that they lose their right of withdrawal upon granting their consent; or
The entrepreneur has failed to confirm this declaration from the consumer.
If the consumer exercises their right of withdrawal, all supplementary agreements are automatically dissolved.

Article 9 – Obligations of the Entrepreneur upon Withdrawal

If the entrepreneur allows the consumer to notify the withdrawal electronically, they will immediately send a confirmation of receipt upon receiving this notification.
The entrepreneur will refund all payments made by the consumer, including any delivery costs charged by the entrepreneur for the returned product, promptly but within 14 days following the day on which the consumer informs them of the withdrawal. Unless the entrepreneur offers to collect the product themselves, they may wait to refund until they have received the product or until the consumer demonstrates that they have returned the product, whichever occurs first.
The entrepreneur will use the same payment method that the consumer used for the refund, unless the consumer agrees to a different method. The refund will be at no cost to the consumer.
If the consumer has chosen a more expensive delivery method than the cheapest standard delivery, the entrepreneur is not required to refund the additional costs for the more expensive method.

Article 10 – Exclusion of the Right of Withdrawal

The entrepreneur may exclude the following products and services from the right of withdrawal, but only if this has been clearly stated in the offer, at least in a timely manner before concluding the agreement:

Products or services whose price is linked to fluctuations in the financial market which the entrepreneur cannot influence and which may occur during the withdrawal period;
Agreements concluded during a public auction. A public auction is defined as a sales method where products, digital content, and/or services are offered by the entrepreneur to the consumer who is physically present or has the opportunity to be present at the auction, led by an auctioneer, and where the successful bidder is obliged to purchase the products, digital content, and/or services;
Service agreements after full execution of the service, but only if:
The performance has begun with the express prior consent of the consumer; and
The consumer has declared that they lose their right of withdrawal once the entrepreneur has fully performed the agreement;
Package travel as referred to in Article 7:500 of the Civil Code and agreements for passenger transport;
Service agreements for the provision of accommodation, if the agreement specifies a certain date or period of execution and is not for residential purposes, cargo transport, car rental services, and catering;
Agreements relating to leisure activities if the agreement specifies a certain date or period of execution thereof;
Products manufactured according to consumer specifications that are not prefabricated and are made based on an individual choice or decision of the consumer, or that are clearly intended for a specific person;
Products that spoil quickly or have a limited shelf life;
Sealed products that are not suitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery;
Products that, by their nature, are irrevocably mixed with other products after delivery;
Alcoholic beverages whose price has been agreed upon at the time of concluding the agreement but whose delivery can only take place after 30 days, and whose actual value depends on fluctuations in the market which the entrepreneur cannot influence;
Sealed audio or video recordings and computer software, whose seal has been broken after delivery;
Newspapers, magazines, or periodicals, with the exception of subscriptions to them;
The delivery of digital content other than on a tangible medium, but only if:
The performance has begun with the express prior consent of the consumer; and
The consumer has declared that by doing so, they lose their right of withdrawal.

Article 11 – The Price

During the validity period specified in the offer, the prices of the products and/or services offered will not increase, except for price changes resulting from changes in VAT rates.
Notwithstanding the previous paragraph, the entrepreneur may offer products or services whose prices are tied to fluctuations in the financial market and over which the entrepreneur has no control, at variable prices. This tie to fluctuations and the fact that any listed prices are guideline prices will be stated in the offer.
Price increases within 3 months after the conclusion of the agreement are only permitted if they result from legal regulations or provisions.
Price increases occurring 3 months after the conclusion of the agreement are only permitted if the entrepreneur has stipulated this and:
They are the result of legal regulations or provisions; or
The consumer has the authority to terminate the agreement starting from the day the price increase takes effect.
The prices mentioned in the offer of products or services are inclusive of VAT.

Article 12 – Compliance with the Agreement and Additional Guarantee

The entrepreneur ensures that the products and/or services meet the agreement, the specifications stated in the offer, reasonable requirements of soundness and/or usability, and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement. If agreed, the entrepreneur also ensures that the product is suitable for use other than normal use.
An additional guarantee provided by the entrepreneur, their supplier, manufacturer, or importer never limits the legal rights and claims that the consumer may assert against the entrepreneur based on the agreement if the entrepreneur has failed to fulfill their part of the agreement.
An additional guarantee is defined as any obligation of the entrepreneur, their supplier, importer, or producer in which they grant the consumer certain rights or claims that go beyond what they are legally obliged to provide in case they have failed to fulfill their part of the agreement.

Article 13 – Delivery and Execution

The entrepreneur will exercise the utmost care in receiving and executing orders for products and in assessing requests for the provision of services.
The place of delivery is deemed to be the address that the consumer has communicated to the entrepreneur.
Taking into account the provisions mentioned in Article 4 of these general terms and conditions, the entrepreneur will execute accepted orders with due speed, but no later than within 30 days, unless a different delivery period has been agreed upon. If delivery is delayed or if an order cannot be executed, either fully or partially, the consumer will be notified of this no later than 30 days after placing the order. In such a case, the consumer has the right to cancel the agreement at no cost and is entitled to any compensation.
After cancellation in accordance with the previous paragraph, the entrepreneur will immediately refund the amount paid by the consumer.
The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a previously designated and communicated representative, unless expressly agreed otherwise.

Article 14 – Duration Transactions: Duration, Termination, and Renewal

Termination:

The consumer may terminate an agreement that has been entered into for an indefinite period and that involves the regular delivery of products (including electricity) or services at any time, subject to the agreed termination rules and a notice period of no more than one month.
The consumer may terminate an agreement that has been entered into for a fixed period and that involves the regular delivery of products (including electricity) or services at any time at the end of the fixed term, subject to the agreed termination rules and a notice period of no more than one month.
The consumer may terminate the agreements mentioned in the previous paragraphs:

At any time and is not limited to termination at a specific time or within a specific period;
At least in the same manner as they were concluded;
Always terminate with the same notice period that the entrepreneur has stipulated for themselves.

Renewal:

4. An agreement that has been entered into for a fixed period and that involves the regular delivery of products (including electricity) or services may not be automatically extended or renewed for a specific duration.

5. Notwithstanding the previous paragraph, an agreement that has been entered into for a fixed period and that involves the regular delivery of daily, news, and weekly newspapers and magazines may be automatically extended for a specific duration of up to three months if the consumer can terminate this extended agreement at the end of the extension with a notice period of no more than one month.

6. An agreement that has been entered into for a fixed period and that involves the regular delivery of products or services may only be automatically extended for an indefinite period if the consumer can terminate it at any time with a notice period of no more than one month. The notice period is at most three months if the agreement involves the regular delivery of daily, news, and weekly newspapers and magazines, but less than once a month.

7. An agreement with a limited duration for the regular introductory delivery of daily, news, and weekly newspapers and magazines (trial or introductory subscription) will not be automatically extended and will terminate automatically at the end of the trial or introductory period.

Duration:

8. If an agreement has a duration of more than one year, the consumer may terminate the agreement at any time after one year with a notice period of no more than one month, unless reasonableness and fairness oppose termination before the end of the agreed-upon duration.

Article 15 – Payment

Unless otherwise stipulated in the agreement or supplementary terms, the amounts owed by the consumer must be paid within 14 days after the commencement of the reflection period or, in the absence of a reflection period, within 14 days after the conclusion of the agreement. In the case of an agreement for the provision of a service, this period starts on the day after the consumer has received confirmation of the agreement.
In the sale of products to consumers, the consumer may never be required to make an advance payment of more than 50%. If an advance payment has been agreed, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) before the agreed-upon advance payment has been made.
The consumer is obliged to promptly report any inaccuracies in provided or stated payment information to the entrepreneur.
If the consumer fails to meet their payment obligation(s) on time, they are, after being alerted by the entrepreneur about the late payment and after being given a period of 14 days to fulfill their payment obligations, liable for statutory interest on the outstanding amount if payment has not been made within this 14-day period. The entrepreneur is entitled to charge the extrajudicial collection costs incurred. These collection costs amount to a maximum of: 15% of outstanding amounts up to €2,500; 10% of the next €2,500; and 5% of the next €5,000, with a minimum of €40. The entrepreneur may deviate from these amounts and percentages in favor of the consumer.

Article 16 – Complaints Procedure

The entrepreneur has a sufficiently publicized complaints procedure and will process complaints in accordance with this complaints procedure.
Complaints regarding the execution of the agreement must be submitted to the entrepreneur in full and clear detail within a reasonable period after the consumer has discovered the defects.
Complaints submitted to the entrepreneur will be responded to within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the 14-day period with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed response.
The consumer must give the entrepreneur at least 4 weeks to resolve the complaint through mutual consultation. After this period, a dispute arises that is subject to dispute resolution.

Article 17 – Disputes

Dutch law exclusively applies to agreements between the entrepreneur and the consumer to which these general terms and conditions relate.

Article 18 – Supplementary or Deviating Provisions

Supplementary or deviating provisions from these general terms and conditions may not be to the detriment of the consumer and must be recorded in writing or in such a manner that they can be stored by the consumer in an accessible way on a durable data carrier.

General Terms and Conditions

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