General conditions

Terms and Conditions Customer Factory

1. Definitions

Klantenfabriek B.V. focuses on online marketing, printing, telemarketing, design, styling of corporate identities and advertisements, strategic communications consulting and organizing events. In these General Terms and Conditions and any undertaking to which they apply, we mean:

• Client Factory: Klantenfabriek B.V., located in The Hague, with offices at Saturnusstraat 60 (the user of these General Terms and Conditions), as well as the trade names used by it;
• General Terms and Conditions: these terms and conditions;
• Third Party(ies): Any party other than Customer Factory and Client;
• Client: the (legal) person who enters into an Agreement with Client Factory regarding the services and/or products mentioned in these General Terms and Conditions;
• Agreement: the agreement between the Client and Customer Factory;

1. Applicability

1. These General Terms and Conditions apply to and form part of all offers and/or Agreements whereby Customer Factory provides goods and/or services of any kind to the Client, even if these goods or services are not (further) described in these General Terms and Conditions.
2. These conditions also apply to employees, Third Parties and auxiliary persons engaged by Customer Factory for the performance of the Agreement.
3. Deviations from these General Terms and Conditions shall be valid only if expressly agreed in writing in advance.
4. The applicability of General Terms and Conditions of the Client are expressly rejected, unless otherwise agreed in writing in advance.
5. If any provision of these General Terms and Conditions is void or nullified, the remaining provisions of these General Terms and Conditions shall remain in force.
6. If the Client is a natural person who is not acting in the exercise of a profession or business, the articles of these General Terms and Conditions, or the parts thereof, that are unreasonably onerous because they appear on the list referred to in Article 6:236 of the Dutch Civil Code or are contrary to provisions of mandatory consumer law, shall remain inapplicable. The other provisions of these General Terms and Conditions shall remain in full force and effect in such case.
7. By signing an Agreement or entering into any other commitment, Client declares to have received, accepted and understood these Terms and Conditions.
8. The headings of the articles of these Terms and Conditions are for reference only. No rights can be derived from it.
9. These Terms and Conditions are subject to change and modification. Any future modifications and amendments shall also apply with respect to Agreements established prior to the date of modification and amendment, unless otherwise expressly agreed in writing.

1. Quotes and acceptance

1. All offers, quotations and quotations from Customer Factory are without obligation, unless expressly stated otherwise in writing.
2. Offers, quotations and quotations shall remain valid for one (1) month, unless another period is agreed upon.
3. An Agreement is only established when an offer is confirmed in writing by Customer Factory.
4. Changes or amendments to the original Agreement are valid only from the time they are confirmed in writing by Customer Factory.
5. Offers, quotations or quotations do not automatically apply to future orders.
6. All data and/or information provided remain (intellectual) property of Customer Factory and must be returned upon first request.
7. Customer Factory is not bound by offers containing typographical and/or counting errors.

1. Service and mutual obligations

1. Customer Factory undertakes to execute with care and in accordance with the requirements of good workmanship the orders given to it and the services to be performed by it.
2. If and to the extent required for the proper execution of the Agreement, Customer Factory has the right to have work performed by Third Parties.
3. The Client will always provide Customer Factory with necessary data and information necessary for the performance of the Agreement in a timely manner and as completely as possible and will make all facilities available for this purpose.
4. If the data required for the execution of the Agreement are not provided on time, Customer Factory has the right to suspend the execution of the Agreement until all relevant data are obtained.
5. If the Agreement is performed in phases with the consent of the Client, Customer Factory may suspend the performance of successive phases until the Client has approved, in writing or otherwise, the results of the preceding phase.
6. The Client only acquires the right of use to the goods and/or services provided from the moment he has fulfilled all his obligations to Customer Factory.
7. All materials used in the performance of an agreement shall remain the property of Customer Factory unless otherwise agreed in writing.

1. Duration and termination

1. The duration of the Agreement shall be set forth in writing in the Agreement.
2. If the Client fails to properly or timely fulfill any obligation that may arise for the Client under the Agreement, including General Terms and Conditions, Customer Factory is entitled to suspend performance until the obligations are met or terminate the Agreement.
3. Customer Factory has the right to terminate the Agreement, without notice of default or judicial intervention, with immediate effect if the Client is declared bankrupt, has applied for or obtained a suspension of payments or has otherwise lost free control of its assets. The Client will not be compensated for this. Amounts due to Customer Factory are immediately due and payable.

1. Copyright, reproduction rights and industrial property

1. Customer Factory reserves the copyright, as well as all other intellectual property rights, to all its products at all times, all this irrespective of the share in the creation of this by the Client itself or Third Parties engaged. Until a further written agreement is entered into between Customer Factory and the Client regarding the transfer of intellectual property rights or the exclusive right of drawing, model, plan or concept, these rights shall remain with Customer Factory.

1. Price and payment

1. All prices are exclusive of sales tax (VAT), BUMA, other copyrights and other government levies, unless otherwise indicated.
2. Price quotations are always made on the basis of the prices valid at the time of the offer. Customer Factory is entitled to, if, between the time of the offer and the time the Agreement is concluded, price increases occur that are beyond the control of Customer Factory to pass on these price increases to the Client.
3. After the establishment of the Agreement, Customer Factory is authorized to increase the prices and rates for products and services provided by it after written notice to the Client and subject to a period of two months. Price reductions can be implemented immediately.
4. All invoices will be paid by Client in accordance with the payment terms stated on the invoice. In the absence of specific payment terms, Client is obligated to pay within thirty (30) days of the invoice date.
5. The Client is prohibited from paying to others what is owed to Client Factory. The moment of payment is the moment the amount due is received by Customer Factory.
6. If the Client defaults on payment, it shall owe statutory interest on the amount due, without further notice of default, from the due date. The legal interest rate shall be increased by two percent if no payment has been made after the expiration of fourteen (14) days. All collection costs, both judicial and extrajudicial, shall be borne by the Client. The extrajudicial collection costs shall be at least fifteen percent (15%) of the amount owed, including the aforementioned interest, by Client.
7. Customer Factory is entitled to suspend work or remove published work as long as payment conditions are not met, without notifying the Client.
8. Complaints must be communicated immediately, but at the latest within five (5) working days after invoicing, to Customer Factory by registered letter, under penalty of forfeiture of any claim whatsoever.
9. Complaints as such do not give any right to rescission, nor to defer or withhold payment. Customer Factory will investigate the claim and send a new invoice if necessary.

1. Additional work and changes

1. From the moment Customer Factory begins work on an Agreement, there may be modification or cancellation fees associated with it.
2. Additional work to be performed at the request of the Client and which is not part of the Agreement will be charged separately. However, Customer Factory is not obliged to comply with such a request and may require a separate written agreement for the additional deliveries or adjustments.
3. The Client accepts that work or performance referred to in paragraph 1 may/may affect the agreed or expected time of completion of the assignment and/or services, and/or the mutual responsibilities of the Client and Customer Factory.

1. Liability

1. Customer Factory is only liable for direct damage resulting from gross negligence or intent on the part of Customer Factory and/or its employees, but limited to a maximum of the amount of the price stipulated for the Agreement in question (excluding VAT), but in any case limited to the amount paid out by the insurance company.
2. Liability of Customer Factory for indirect damages, including but not limited to: consequential damages, lost profits, missed savings and damage due to business interruption, is excluded.
3. Liability of Customer Factory for damages to Third Parties is excluded.
4. Customer Factory cannot be held or held liable in any way by the Client (including persons participating on behalf of the Client) for damage to or loss of personal property.
5. If, in the case of Hosting, an Internet site as a result of a substantial temporary or sudden increase in data traffic, power failure, destruction, damage and any other cause beyond the control of Customers Factory, as well as in the case of (regular) maintenance is down or otherwise disrupted, this does not constitute an attributable failure in the fulfillment of Customers Factory and therefore does not lead to liability for the damage that the Client may suffer as a result.
6. The Client shall bear all risks with respect to the items referred to in Article 6.6. Should items be lost due to technical causes, Customer Factory cannot be held liable for this. A new model may be manufactured by Customer Factory at the request of the Client. The parties may agree on a fee for this purpose.
7. Any shortcoming in the fulfillment of the Agreement, must be immediately reported in writing to Customer Factory with a reasonable period of at least fourteen (14) days for remedy of the shortcoming. The notice of default should include as accurate a description as possible of the shortcoming so that Customer Factory is able to respond appropriately.

1. Force majeure

1. Customer Factory reserves the right, in the event of force majeure, to terminate the Agreement without legal intervention, or to suspend the performance thereof until further notice, without being liable for any compensation. Force majeure includes non-attributable failure of suppliers of Customer Factory.
2. If the force majeure situation lasts longer than ninety (90) days, the parties have the right to terminate the Agreement by written rescission. In this case, Customer Factory is entitled to a proportionate share of the agreed price based on deliveries already made, labor and costs incurred.

1. Privacy

1. The Customer’s personal data provided to the Customer Factory shall be carefully managed by the latter and shall only be used within the scope of its duties. Personal data will never be disclosed to Third Parties, unless Customer Factory is required to do so by law or pursuant to an underlying court order. This also applies to any confidential information provided to Customer Factory for the purpose of performing the Agreement.
2. Customer Factory is free to refer to the finished products delivered as references for promotional purposes.

1. Delivery of goods

12.1 The delivery of goods by Customer Factory (or Third Parties) in performance of the Agreement is completed by the receipt of the goods by or on behalf of the Client. The transportation of the goods is at the expense and risk of the Client under all circumstances. Delayed delivery or delay in the execution of the work, caused in whole or in part through no fault of the Customer Factory, shall never entitle the Customer to terminate the Agreement and/or to claim damages.

12.2 A waybill, delivery bill or similar document provided upon delivery of the goods shall be deemed to accurately reflect the quantity of the goods delivered, unless the Client immediately objects to this to Customer Factory.

12.3 Client is obliged to take all measures for the prompt unloading of the goods. If the Client has failed to take timely measures, Customer Factory has the right to unload and store them at the Client’s expense and risk. Customer Factory has then fulfilled its obligation to deliver. Customer Factory is never liable for consequences of incorrect delivery.

1. Cancellation

13.1 Cancellation by the Client must be in writing. A cancellation shall only be deemed to have occurred when it has been signed by the Client and is in the possession of Customer Factory. In case of postponement or cancellation by the Client, the following costs will be charged: Cost of preparing the order, procurement costs and loss of profit.

13.2 If the execution of the Agreement is delayed by the Client then Customer Factory is entitled to charge the Client for the additional time in proportion to the agreed price or to shorten the Event without entitling the Client to any refund.

Cancellation by Customer Factory shall in no way make Customer Factory liable to the Client for damages.

1. Exclusivity

14.1 The Client is not permitted to request any information regarding third parties engaged by Customer Factory. All information should be requested from Customer Factory.

1. Applicable law and disputes

1. All disputes, directly or indirectly arising from or related to the Agreement, may be brought exclusively before the competent court in The Hague. Unless proven otherwise, the administrative records of Customer Factory are conclusive. Only Dutch law shall apply.