Terms and conditions 2Orange
1. General
1.1 On all matters between the Client on the one hand and 2.Orange B.V. hereinafter referred to as 2.Orange, on the other hand, agreements to be concluded, as well as to prior offers and to their acceptance, no other conditions apply than those stated here, unless 2.Orange has explicitly recorded deviations in writing. 2.Orange expressly rejects the applicability of general terms and conditions used by the other party.
1.2 These conditions form one whole with the underlying agreement to which these conditions have been declared applicable.
1.3 These conditions also apply to agreements with 2.Orange, for the implementation
of which third parties must be involved by 2.Orange.
1.4 2.Orange has the right to change or supplement these conditions at any time. The client will be notified of this in writing. If the client does not indicate in writing that he agrees to the changes or additions within 30 days after sending this notification, the client will be deemed to agree to the changes or additions.
2. Offer and agreement
2.1 All quotations and offers from 2.Orange are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime.
2.2 Indications of sizes and/or weights, images and/or drawings, technical specifications, color in catalogues, brochures and/or in any other way are made as accurately as possible. These statements are only binding to the extent that this has been expressly confirmed in writing by 2.Orange.
2.3 2.Orange cannot be held to its quotations or offers if the client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
2.4 The agreement is deemed to have been concluded upon receipt of acceptance of an offer, unless a non-binding offer is immediately withdrawn and furthermore subject to the suspensive condition of approval of the agreement by the management of 2.Orange.
2.5 Orders placed with 2.Orange are irrevocable.
2.6 All agreements entered into with 2.Orange will be based on execution during normal working hours and circumstances for 2.Orange. If work is required and accepted overtime or under different circumstances, the additional costs will be charged.
2.7 Unless otherwise agreed, agreements entered into for a fixed period will be tacitly renewed upon expiry of the agreed term, each time for a period of 12 months, unless one of the parties cancels the agreement by registered letter no later than 3 months before the end of the period in question. that period has been terminated.
2.8 Without written permission from 2.Orange, the client is not authorized to transfer its rights under the agreement to third parties.
3. Prices
3.1 2.Orange reserves the right to change agreed prices and price structures from a time three months after entering into the agreement.
3.2 In the event of an agreement in which there are periodic amounts to be paid by the Client, 2.Orange is entitled to adjust the rates annually by means of a written notification to the CBS index figure for household consumption of the previous year.
3.3 Without prejudice to what is arranged under Article 3.2, costs and prices can be changed by 2.Orange at any time with effect from a date 3 months after entering into the agreement by written notice to the client 30 days before the commencement date.
3.4 If the Client does not wish to agree to a market-based adjustment of prices and rates as referred to in Article 3.3 as referred to in Article 3.3, the Client is entitled to terminate the agreement in writing within thirty working days after the notification referred to in that Article at the notification of 2.Orange the date on which the price or rate adjustment would come into effect. The right of termination does not apply if 2.Orange adjusts prices and fees taking into account the CBS index for various goods and services.
3.5 For deliveries below € 200.00 excluding sales tax, the client will be charged an additional € 15.00 in order costs, in addition to shipping costs.
3.6 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4. Betaling
4.1 The payment term is within 14 days after the invoice date and must be made without deduction, compensation or suspension for whatever reason, unless a different payment term has been agreed in writing.
4.2 If the client does not pay an amount owed by him within the period stated in Article 4.1, he will be in default without any demand or notice of default being required and will therefore owe interest of 1.5% per month or part thereof, unless the statutory interest is more than 18% per year, then the percentage of the statutory interest applies, calculated from the due date of the invoice until the day of full payment.
4.3 2.Orange is not obliged to perform any performance as long as the client is in default.
4.4 The client is never entitled to set off any amounts owed to 2.Orange.
4.5 Objections to the amount of an invoice do not suspend the payment obligation. The client who is not entitled to rely on section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
4.6 After the client is in default, all costs related to the collection, judicial or extrajudicial, will be charged at ten percent (10%) of the total amount of the unpaid and unpaid installments with a minimum amount of € 110 .00 excl. VAT at the expense of the client. To the extent that 2.Orange can demonstrate that the collection costs incurred are higher than the stated 10%, these costs will be fully borne by the client.
5. Delivery
5.1 The delivery time will be stated as accurately as possible. This takes effect after the agreement has been concluded and all information necessary for implementation is in the possession of 2.Orange.
5.2 If the delivery time is exceeded, other than due to force majeure, 2.Orange will, after notice of default by the client, be granted a reasonable period to fulfill its obligations. Only excessively exceeding the delivery time, i.e. a period of at least 4 months, can be considered a breach of contract. If 2.Orange has reasonable doubts about the client’s payment capacity, 2.Orange is entitled to suspend its activities and postpone delivery of goods and/or services until the client has provided security for payment.
5.3 If, due to circumstances attributable to the client, the agreed performance cannot be carried out, while 2.Orange is able and willing to deliver goods and/or services, 2.Orange will, at its option, store available goods at the client’s expense. a location of her choice. Delivery is then deemed to have taken place by a single written notification of this action.
5.4 The Client is obliged to reimburse 2.Orange for any damage suffered as a result, including any damage resulting from observance of waiting times by 2.Orange staff and persons served by 2.Orange and/or storage costs at the usual rate.
6. Installation
6.1 The Client will appoint an employee in a timely manner who will be instructed by 2.Orange in the use of the equipment during installation.
6.2 During installation and during maintenance or repair, the Client will provide all necessary facilities such as electrical power, light, telecommunications facilities and auxiliary materials at its own expense.
7. Rentention of title
7.1 All goods delivered by 2.Orange or its supplier in the context of the agreement remain the property of 2.Orange or its supplier until the client has properly fulfilled all obligations under the agreement(s) concluded with 2.Orange.
7.2 Goods delivered by 2.Orange, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way the items falling under the retention of title.
7.3 The Client must always do everything that can reasonably be expected of him to safeguard the ownership rights of 2.Orange.
7.4 If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the client is obliged to immediately inform 2.Orange of this.
7.5 The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to 2.Orange upon first request. In the event of any insurance payment, 2.Orange is entitled to these payments. To the extent necessary, the client undertakes in advance to 2.Orange to cooperate in everything that may (prove to) be necessary or desirable in that context.
7.6 In the event that 2.Orange wishes to exercise its ownership rights referred to in this article, the client gives unconditional and irrevocable permission in advance to 2.Orange and third parties to be designated by 2.Orange to enter all those places where 2.Orange’s property is located. .Orange and take those things back.
8. Commercials
9. Warranty
9.1 If the agreement in this regard is silent, 2.Orange will repair design and manufacturing errors in delivered new equipment without calculation for a period of 12 months after delivery, if the agreed specifications are not met and the equipment therefore does not essentially meet the justified expectations of the client, under the condition that the latter delivers the relevant items to 2.Orange.
9.2 The warranty period on repairs carried out by 2.Orange is 3 months.
9.3 Recovery of lost data is never covered by the warranty.
9.4 Maintenance, modification or repair of goods and software supplied by 2.Orange, which has not been carried out by 2.Orange, use other than prescribed or other than generally accepted, as well as defects due to external causes, such as fire or Water damage or causes not attributable to 2.Orange will void any warranty.
9.5 2.Orange is not obliged to make any repairs if and as long as the client remains in default with regard to any performance towards 2.Orange.
9.6 If new goods and/or parts of goods are delivered to fulfill the warranty obligations, the client will return the original goods and/or parts of goods delivered by 2.Orange to 2.Orange. Delivery takes place when 2.Orange has removed the latter items from the equipment.
9.7 Call-out costs are not covered by the warranty.
10. Liability
10.1 The liability of 2.Orange, its staff and third parties to whom it engages in the performance of its obligations under its agreement, on the basis of an attributable shortcoming in the performance of the agreement, is limited to compensation of the agreed value of the failure to perform, taking into account the provisions of Article 9. The total compensation will in no case amount to more than the net invoice price, whereby in the case of continuing performance agreements, the agreed price for 2.Orange performances to be delivered in the period of 3 months prior to the absence.
10.2 Liability of 2.Orange due to indirect or direct damage as a result of items prescribed and/or made available by the client and/or as a result of designs or drawings not originating from 2.Orange and/or as a result of work carried out by the client third parties engaged is excluded at all times.
10.3 2.Orange also accepts liability on the basis of tort, due to intent or gross negligence committed by one of its employees, but up to a maximum of € 2,500.00 per damaging event, whereby a series of related events counts as one event.
10.4 Any further liability, including but not limited to, that due to hidden defects, which is intended to obtain compensation for indirect, material, immaterial or consequential damage, including damage due to delays or damage due to lost profits as a result of standstill, malfunction or poor functioning of equipment. excluded, regardless of the manner and foreseeability with regard to the establishment and the extent of the damage.
10.5 The client indemnifies 2.Orange against all claims from third parties, in particular against copyright liability insofar as it concerns works reproduced by the client.
10.6 If and insofar as the above provisions cannot be invoked, the compensation per event, whereby a series of related events counts as one event, will in no case exceed the price excluding turnover tax stipulated in the agreement between the parties in the context of which the event has occurred, failing which the compensation will never amount to more than €2,500.00.
11. Force majeur
11.1 Geen der partijen is gehouden tot het nakomen van enige verplichting indien zij daartoe verhinderd is als gevolg van een omstandigheid die niet te wijten is aan haar schuld, of die noch krachtens wet, rechtshandeling of volgens de in het verkeer geldende opvattingen voor haar rekening komt.
11.2 Onder overmacht wordt in deze algemene voorwaarden verstaan, naast hetgeen daaromtrent in de wet en jurisprudentie wordt begrepen, alle van buitenkomende oorzaken, voorzien of niet-voorzien, waarop 2.Orange geen invloed kan uitoefenen, doch waardoor 2.Orange niet in staat is zijn verplichtingen na te komen. Werkstakingen in het bedrijf van 2.Orange of van derden daaronder begrepen. 2.Orange heeft ook het recht zich op overmacht te beroepen indien de omstandigheid die (verdere) nakoming van de overeenkomst verhindert, intreedt nadat 2.Orange zijn verbintenis had moeten nakomen. Onder overmacht wordt mede verstaan gebrek aan of vertraagde aflevering aan 2.Orange van door haar bij de uitvoering van haar verplichtingen jegens opdrachtgever benodigde zaken.
11.3 Tenzij sprake is van blijvende onmogelijkheid tot nakoming worden in geval van overmacht de verplichtingen over en weer opgeschort.
11.4 Indien voornoemde opschorting kostenverhogend werkt ten aanzien van de te leveren prestatie alsmede in geval van blijvende verhindering tot het voldoen van de prestatie vanwege overmacht, kan de meest gerede partij de overeenkomst per aangetekende brief ontbinden.
12. Termination
12.1 Indien opdrachtgever niet, niet tijdig, of niet behoorlijk voldoet aan verplichtingen, welke voor hem uit enige met 2.Orange gesloten overeenkomst voortvloeien, in geval van faillissement of surseance van betaling van opdrachtgever, stillegging of liquidatie van diens bedrijf, beslag op van 2.Orange gehuurde zaken, alsmede in geval van gegronde vrees voor niet-nakoming van de (toekomstige) betalingsverplichting(en) is 2.Orange gerechtigd, de overeenkomst(en) na een verzonden ingebrekestelling, naar keuze één of meer van de overeenkomsten met opdrachtgever geheel of gedeeltelijk te ontbinden, zulks zonder dat zij tot enige schadevergoeding of garantie gehouden zal zijn en gevrijwaard door opdrachtgever tegen vorderingen van derden als gevolg van deze ontbinding, onverminderd de aan 2.Orange toekomende rechten uit onder andere wanprestatie.
12.2 Naast de alsdan eventuele reeds bestaande vordering heeft 2.Orange recht op schade- schade op grond van de gesloten overeenkomst(en). Uit hoofde van omzet en winstderving. De schadevergoeding bedraagt 100% van de toekomstige contractueel overeengekomen termijnen tenzij schriftelijk of contractueel andere vergoedingen zijn overeengekomen.
13. Risk transition
14. Disclaimer
14.1 De opdrachtgever vrijwaart 2.Orange voor eventuele aanspraken van derden, die in verband met de uitvoering van de overeenkomst schade lijden en waarvan de oorzaak aan andere dan aan 2.Orange toerekenbaar is.
14.2 Indien 2.Orange uit dien hoofde door derden mocht worden aangesproken, dan is de opdrachtgever gehouden 2.Orange zowel buiten als in rechte bij te staan en onverwijld al hetgeen te doen dat van hem in dat geval verwacht mag worden. Mocht de opdrachtgever in gebreke blijven in het nemen van adequate maatregelen, dan is 2.Orange, zonder ingebrekestelling, gerechtigd zelf daartoe over te gaan. Alle kosten en schade aan de zijde van 2.Orange en derden daardoor ontstaan, komen integraal voor rekening en risico van de opdrachtgever.
15. Intellectual Property
16. Govening Law and Disputes
16.1 All legal relationships to which 2.Orange is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
16.2 All disputes that may arise between 2.Orange and the client as a result of the pre-contractual relationships, the agreement(s) concluded by 2.Orange with the client, or as a result of further agreements that may be the result thereof, will be subject to the judgment of the competent court in the district of Rotterdam, or the court where the client is located, at the discretion of 2.Orange, unless the law rules of mandatory law, another court has declared competent to do so and subject to the right of the parties to apply directly to the Court of Appeal in The Hague.
16.3 Parties will first appeal to the court after they have have made every effort to settle a dispute by mutual agreement.
17. Location and changes to conditions
17.2 The most recently filed version or the version that applied at the time of creation always applies. of the legal relationship with 2.Orange.
17.3 The Dutch text of the general terms and conditions always determines their interpretation.
