Article 1. General
These terms and conditions apply to every offer, quotation and agreement between Ascension Europe, hereinafter referred to as “User”, and a Counterparty to which User has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing. The present terms and conditions also apply to agreements with the User, for the implementation of which the User must involve third parties. These general terms and conditions are also written for the employees of the User and his management. The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected. If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be declared null and void, then the other provisions in these general terms and conditions remain fully applicable. The User and the Counterparty will then enter into consultation in order to agree to new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these provisions. If a situation occurs between parties that is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions. If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof are not applicable, or that the User would lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Offers
All quotations and offers from the User are without obligation, unless a period for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime. User cannot be held to his quotes or offers if the Other Party can reasonably understand that the quotes or offers, or a part thereof, contain an obvious mistake or error. The prices stated in a quotation or offer include VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise. If the acceptance (whether or not on minor points) deviates from the offer included in the offer or the offer, then the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless the User indicates otherwise. A compound quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; delivery times, implementation and modification agreement; price increase
The agreement between the User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing. If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. The user must be offered a reasonable period of time to still implement the agreement. User is entitled to execute the agreement in different phases and to invoice the executed part separately. If the agreement is executed in phases, the User can suspend the implementation of those parts that belong to the following phase until the Other Party has approved the results of the preceding phase in writing. If the User requires information from the Other Party for the implementation of the agreement, the implementation period will not commence until after the Other Party has made this correct and complete available to the User. If during the execution of the agreement it appears that for a proper execution thereof it is necessary to change or supplement it, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Other Party, of the competent authorities, etc., is changed and the agreement s thereby amended in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The user will quote as much as possible in advance. Due to a change in the agreement, the originally specified term of implementation can be changed. The Counterparty accepts the possibility of changing the agreement, including the change in price and execution time. If the agreement is amended, including an addition, then the User is entitled to implement it only after approval has been given by the person authorized within the User and the Counterparty has agreed to the price and other conditions specified for the implementation, including understood the time to be determined at which time it will be implemented. Failure or immediate implementation of the amended agreement also does not constitute a breach of contract on the part of the User and does not constitute grounds for the Other Party to terminate the agreement. Without failing to do so, the User may refuse a request to amend the agreement if this could have a qualitative and/or quantitative consequence, for example for the work to be performed or the goods to be delivered in that context. If the Other Party should fail to properly comply with what it is obliged to do to the User, the Other Party will be liable for all damage (including costs) incurred by the User directly or indirectly as a result. If the User agrees a certain price at the conclusion of the agreement, the User is nevertheless entitled to increase the price, even if the price was not originally stated with reservation. If the price increase other than as a result of a change to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, the Other Party is entitled to dissolve the agreement by means of a written statement, unless the User is then still prepared to execute the agreement on the basis of what was originally agreed, or if the price increase results from a power or an obligation imposed on the User under the law or if it is stipulated that the delivery will take place longer than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement
The User is entitled to suspend compliance with the obligations or to terminate the agreement immediately and with immediate effect if: the Counterparty does not, not fully or not timely fulfill the obligations arising from the agreement; after the conclusion of the agreement circumstances come to the knowledge of the User give good reason to fear that the Other Party will not fulfill its obligations; at the conclusion of the agreement the Other Party was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; If, due to the delay on the part of the Other Party, the User can no longer be expected to comply with the agreement under the originally agreed conditions, the User is entitled to terminate the agreement. if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be expected of the User. If the termination is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result. If the agreement is dissolved, the User’s claims against the Other Party are immediately due and payable. If the User suspends compliance with the obligations, he retains his rights under the law and the agreement. If the User proceeds to suspension or dissolution, he is in no way liable for compensation of damage and costs arising in any way or compensation, while the Counterparty, by virtue of non-performance, is obliged to pay compensation or compensation. If the agreement is terminated prematurely by the User, the User will arrange for the transfer of work still to be performed to third parties in consultation with the Other Party. This unless the cancellation is attributable to the Other Party. If the transfer of the activities entails additional costs for the User, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the period specified by the User, unless the User indicates otherwise. In the event of liquidation, (application for) a suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Other Party, of debt restructuring or any other circumstance whereby the Other Party is no longer free has access to its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or compensation. In that case, the User’s claims against the Other Party are immediately due and payable. If the Other Party cancels an order in whole or in part, then the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.
Article 5. Force majeure ( circumstances outside your power)
The User is not obliged to fulfill any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, legal act or generally accepted views. In these general terms and conditions, force majeure is understood to mean, in addition to that which is understood in law and case law, all of external causes, foreseen or unforeseen, over which the User cannot influence, but as a result of which the User is unable to fulfill his obligations. . Strikes in the business of the User or third parties included. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled his obligation. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party. Insofar as the User has at the time of the occurrence of force majeure partly fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled will have independent value, the User is entitled to separate the part already fulfilled or to be fulfilled to invoice. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
Payment must always be made within 14 days after the invoice date, in a manner to be specified by the User in the currency in which the invoice is made, unless otherwise indicated by the User in writing. User is entitled to invoice periodically. If the Other Party fails to pay an invoice on time, the Other Party is legally in default. The Counterparty then owes an interest of 1% per month, unless the legal interest is higher, in which case the legal interest is due. The interest on the claimable amount will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due. The User has the right to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. The User can, without being in default as a result, refuse an offer for payment if the Other Party designates a different order for the allocation of the payment. The user can refuse full repayment of the principal if the vacant and accrued interest and collection costs are not also paid. The Other Party is never entitled to set off what it owes to the User. Objections to the amount of an invoice do not suspend the payment obligation. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs for obtaining settlement out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is currently customary in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. However, if the User has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs.
Article 7. Retention of title
All items delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations arising from the agreement (s) concluded with the User. Goods supplied by the User that fall under the retention of title pursuant to paragraph 1. may not be resold and may never be used as payment. The Other Party is not authorized to pledge or encumber the items that fall under the retention of title in any other way. The Other Party must always do everything that can reasonably be expected of it in order to safeguard the ownership rights of the User. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Other Party is obliged to immediately inform the User thereof. The Other Party 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 provide the User with the policy of this insurance for inspection upon first request. In the event of payment of the insurance, the User is entitled to these tokens. Insofar as necessary, the Other Party undertakes vis-à-vis the User to provide its cooperation in advance to everything that might (prove to be) necessary or desirable in that context. In the event that the User wishes to exercise his ownership rights referred to in this article, the Other Party gives the User unconditional and irrevocable permission in advance to enter all those places where the properties of the User are and to return those items.
Article 8. Guarantees, research and complaints
The items to be supplied by the User meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. For use outside the Netherlands, the Other Party must itself verify whether the use thereof is suitable for use there and whether these meet the conditions that are set for this. In that case, the User may set other warranty and other conditions with regard to the items to be delivered or work to be performed. The guarantee referred to in paragraph 1 of this article applies for a period of 14 days after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User relates to an item produced by a third party, then the guarantee is limited to that provided by the producer of the item for it, unless stated otherwise. After the guarantee period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party. Any form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, improper storage or maintenance thereof by the Other Party and / or third parties when, without written permission from the User, the Counterparty or third parties have made changes to the item or have attempted to make changes to it, other items that have not been confirmed, or if these have been processed or processed in a manner other than the prescribed manner. The Counterparty is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the User cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), et cetera. The Other Party is obliged to investigate the goods supplied or have them examined, immediately as soon as the goods are made available to it or the relevant work has been carried out. In addition, the Other Party should investigate whether the quality and / or quantity of the delivery corresponds to what has been agreed and meets the requirements that the parties have agreed in that regard. Any defects must be reported to the User in writing within two months after discovery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint or have it investigated. If the Other Party complains in time, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered goods. If a defect is reported later then the Counterparty no longer has the right to repair, replacement or compensation. If it is established that an item is defective and timely complaint has been made, the User will within a reasonable period of time after receipt thereof be returned or, if return is not reasonably possible, written notice of the defect by the Other Party, at the User’s choice, replace or arrange for repair thereof or pay replacement compensation therefor to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise. If it is established that a complaint is unfounded, then the costs incurred as a result, including the investigation costs, incurred by the User as a result, will be borne in full by the Other Party.
Article 9. Right of return
You have the right to cancel your order up to 14 days after receiving your order without giving a reason. You will then be credited with the full order amount. Only the costs for return from your home to the web store are for your own account. If you use your right of withdrawal, the product with all accessories supplied and – if reasonably possible – in the original condition and packaging must be returned to us. To exercise this right, you can complete the form that you can download HERE and return via firstname.lastname@example.org. Or you can include it with the return shipment.
Article 10. Liability
If the User should be liable, then this liability is limited to the provisions of this provision. The User is not liable for damage, of whatever nature, caused by the User relying on incorrect and / or incomplete data provided by or on behalf of the Other Party. If the User should be liable for any damage, then the liability of the User is limited to a maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates. The liability of the User is in any case always limited to the amount paid out by his insurer where appropriate. User is only liable for direct damage. Direct damage is exclusively understood to mean: the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to make the defective performance of the User conform to the agreement, insofar as these can be attributed to the User; reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business or other stagnation. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.
Article 11. Limitation period
Contrary to the statutory limitation periods, the limitation period of all claims and defenses against the User and the third parties involved by the User in the execution of an agreement is one year. The provisions of paragraph 1 do not apply to legal claims and defenses that are based on facts that would justify the statement that the delivered item would not comply with the agreement. Such claims and defenses lapse two years after the Other Party has notified the User of such non-conformity.
Article 12. Transfer of risk
The risk of loss, damage or depreciation passes to the Other Party at the moment when items are brought under the control of the Other Party.
Article 13. Disclaimer
The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than the User. If the User should be addressed by third parties on that basis, then the Other Party is obliged to assist the User both outside and in court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, then the User is entitled to do so without notice of default. All costs and damage on the part of the User and third parties that arise as a result are integrally for the account and risk of the Other Party.
Article 14. Intellectual Property
The user reserves the rights and powers that belong to him under the Copyright Act and other intellectual laws and regulations. The user has the right to use the knowledge gained through the implementation of an agreement for other purposes, insofar as this does not involve disclosing strictly confidential information from the Other Party to third parties.
Article 15. Applicable law and disputes
All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded. Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.