BlinkOut BV Signage Terms and Conditions 2020

Article 1 — Definitions

In these terms and conditions, the following terms have the meanings set out below, unless expressly stated otherwise.

BlinkOut BV: the party using these terms and conditions.
Client: the other party to the agreement with BlinkOut BV.
Agreement: the agreement for the provision of services.

Article 2 — General provisions

These terms and conditions apply to every offer, quotation and agreement between BlinkOut BV and a client to which BlinkOut BV has declared them applicable, except where the parties have expressly agreed otherwise in writing.
These terms and conditions also apply to all agreements with BlinkOut BV that require third parties to be involved in their performance.
Any departures from these terms and conditions are valid only if expressly agreed in writing.
The applicability of any purchasing or other terms and conditions of the client is expressly excluded.
If one or more provisions of these terms and conditions are void or annulled, the remaining provisions remain fully applicable. BlinkOut BV and the client will consult to agree replacement provisions, taking account of the purpose and intent of the original provision as far as possible.

Article 3 — Offers and quotations

All offers are non-binding unless the offer specifies a period for acceptance.
Quotations issued by BlinkOut BV are non-binding and remain valid for 30 days unless stated otherwise. BlinkOut BV is only bound by a quotation if the other party confirms acceptance in writing within 30 days, unless stated otherwise.
Prices in offers and quotations exclude VAT, other government levies and any costs incurred in connection with the agreement, including travel, accommodation, shipping and administration costs, unless stated otherwise.
If acceptance differs from the offer in the quotation, even on minor points, BlinkOut BV is not bound by it. In that case, no agreement is formed on the basis of the differing acceptance unless BlinkOut BV indicates otherwise.
A combined quotation does not oblige BlinkOut BV to perform part of the order for a corresponding proportion of the quoted price.
Offers or quotations do not automatically apply to future orders.

Article 4 — Performance of the agreement

BlinkOut BV will perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship.
Where proper performance of the agreement requires it, BlinkOut BV may have certain work carried out by third parties.
The client must ensure that all information which BlinkOut BV indicates is necessary, or which the client should reasonably understand is necessary to perform the agreement, is provided to BlinkOut BV in good time. If the information needed to perform the agreement is not provided in good time, BlinkOut BV may suspend performance or charge the client for additional costs arising from the delay at its then-current rates.
BlinkOut BV is not liable for damage of any kind arising from its reliance on incorrect or incomplete information supplied by the client, unless it should have been aware that the information was incorrect or incomplete.
If it has been agreed that the agreement will be performed in stages, BlinkOut BV may suspend work on a subsequent stage until the client has approved the results of the preceding stage in writing.

Article 5 — Amendments to the agreement

If it becomes apparent during performance that the work must be amended or supplemented for proper performance of the agreement, the parties will amend the agreement accordingly in good time and by mutual consultation.
If the parties agree to amend or supplement the agreement, this may affect the completion date. BlinkOut BV will inform the client as soon as possible.
If an amendment or addition to the agreement will have financial or qualitative consequences, BlinkOut BV will inform the client in advance.
If a fixed fee has been agreed, BlinkOut BV will indicate the extent to which an amendment or addition to the agreement will cause that fee to be exceeded.

Article 6 — Contract duration and performance period

The agreement between BlinkOut BV and a client is entered into for an indefinite period, unless the nature of the agreement implies otherwise or the parties expressly agree otherwise in writing.
If a period for completing certain work has been agreed during the term of the agreement, this is never a strict deadline. If the performance period is exceeded, the client must therefore give BlinkOut BV written notice of default.

Article 7 — Fees

The parties may agree a fixed fee when entering into the agreement.
If no fixed fee is agreed, the fee will be based on the hours actually worked. It will be calculated using BlinkOut BV's usual hourly rates for the period in which the work is performed, unless a different hourly rate has been agreed.
BlinkOut BV is entitled to deviate from the quoted amount by up to 10%.
If BlinkOut BV agrees a fixed fee or hourly rate with the client, BlinkOut BV is nevertheless entitled to increase that fee or rate.
BlinkOut BV is also entitled to pass on cost increases if more than 3 months have elapsed between the offer and delivery and wages or prices have risen.
If the fee or rate increases within three months of the agreement being concluded, other than as a result of an amendment to the agreement, only a client entitled to invoke Book 6, Title 5, Section 3 of the Dutch Civil Code may terminate the agreement by written declaration.

Article 8 — Payment

Payment must be made within 14 days of the invoice date, using the method specified by BlinkOut BV and in the currency of the invoice. Disputes about invoiced amounts do not suspend the obligation to pay.
If the client fails to pay within 14 days, the client is automatically in default. Interest of 1% per month is then payable, unless the statutory interest rate is higher, in which case that rate applies. Interest on the amount due is calculated from the date the client is in default until the full amount has been paid.
In the event of the client's liquidation, bankruptcy, attachment of assets or suspension of payments, BlinkOut BV's claims against the client become immediately due and payable.

Article 9 — Collection costs

If the client fails to fulfil one or more obligations or is in default, all reasonable costs incurred to obtain payment outside court are payable by the client. If the client fails to pay a sum of money on time, an immediately payable penalty of 15% of the outstanding amount is due, with a minimum of € 100,00.
If BlinkOut BV demonstrates that it incurred higher costs which were reasonably necessary, these costs are also eligible for reimbursement.
Any reasonable legal and enforcement costs incurred are also payable by the client.

Article 10 — Retention of title

Goods supplied by BlinkOut BV under the agreement remain the property of BlinkOut BV until the client has properly fulfilled all obligations arising from the agreements entered into with BlinkOut BV.
Goods supplied by BlinkOut BV that are subject to retention of title under paragraph 1 may not be resold and may never be used as a means of payment.
The client may not pledge goods subject to retention of title or encumber them in any other way.
The client hereby grants BlinkOut BV, or third parties designated by BlinkOut BV, unconditional and irrevocable permission to enter any premises where BlinkOut BV's property is located and recover that property whenever BlinkOut BV wishes to exercise its ownership rights.
If third parties attach goods supplied subject to retention of title, or wish to establish or enforce rights over them, the client must inform BlinkOut BV as soon as can reasonably be expected.
The client must insure and keep insured all goods supplied subject to retention of title against fire, explosion, water damage and theft, and make the insurance policy available to BlinkOut BV for inspection on first request.

Article 11 — Warranty

Goods supplied by BlinkOut BV meet the usual requirements and standards that may reasonably be expected at the time of delivery and for which they are intended during normal use in the Netherlands.
The warranty referred to in paragraph 1 of this article applies for 12 months after delivery, unless the nature of the goods supplied implies otherwise or the parties have agreed otherwise. If the warranty provided by BlinkOut BV relates to an item manufactured by a third party, it is limited to the warranty provided by that manufacturer, unless stated otherwise.
All warranties lapse if a defect arises from improper or inappropriate use of the goods, use after the expiry date, incorrect storage or maintenance by the client or third parties, or if the client or third parties have altered or attempted to alter the goods without BlinkOut BV's written consent, attached items that should not have been attached, or processed or treated the goods other than as prescribed. The client is also not entitled to a warranty if a defect arises from circumstances beyond BlinkOut BV's control, including weather conditions such as, but not limited to, extreme rainfall or temperatures.

Article 12 — Claims and complaints

The client must report complaints about work performed to BlinkOut BV in writing within 8 days of discovery and no later than 14 days after completion of the work concerned.
If a complaint is justified, BlinkOut BV will perform the work as agreed, unless this has demonstrably become pointless for the client. The client must communicate this in writing.
If performing the agreed services is no longer possible or useful, BlinkOut BV is liable only within the limits of Article 14.

Article 13 — Termination

Either party may terminate the agreement in writing at any time.
If the client terminates the agreement before completion, BlinkOut BV is entitled to compensation for demonstrable resulting loss of capacity utilisation, unless the termination is based on facts or circumstances attributable to BlinkOut BV. The client must pay invoices for work performed up to that point. The provisional results of that work will then be made available to the client subject to reservation.
If BlinkOut BV terminates the agreement before completion, it will arrange, in consultation with the client, for any remaining work to be transferred to third parties, unless the termination is based on facts or circumstances attributable to the client.
If transferring the work results in additional costs for BlinkOut BV, these will be charged to the client.

Article 14 — Liability

If BlinkOut BV is liable, that liability is limited to the provisions of this clause.
BlinkOut BV is not liable for damage of any kind arising from its reliance on incorrect or incomplete information supplied by or on behalf of the client.
If BlinkOut BV is liable for any damage, its liability is limited to the invoice value of the order, or to the part of the order to which the liability relates.
In all cases, BlinkOut BV's liability is limited to the amount paid out by its insurer in the relevant case.
BlinkOut BV is liable only for direct damage.
Direct damage means only the reasonable costs of establishing the cause and extent of damage, insofar as this relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to remedy BlinkOut BV's defective performance so that it meets the agreement, insofar as these costs are attributable to BlinkOut BV; and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs limited direct damage as defined in these terms and conditions.
BlinkOut BV is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage caused by business interruption.
The limitations of liability in this article do not apply if the damage is attributable to intent or gross negligence on the part of BlinkOut BV or its managerial staff.

Article 15 — Force majeure

Neither party is obliged to fulfil an obligation if prevented from doing so by a circumstance for which it is not at fault and which is not its responsibility under the law, a legal act or generally accepted standards.
In these terms and conditions, force majeure includes, in addition to its meaning under law and case law, all external causes, foreseen or unforeseen, beyond BlinkOut BV's control that prevent it from fulfilling its obligations. BlinkOut BV may also invoke force majeure if the circumstance preventing further or other performance arises after it should have fulfilled its obligations.
BlinkOut BV may suspend its obligations under the agreement for the duration of a force majeure event. If this period exceeds two months, either party may terminate the agreement without being obliged to compensate the other party for any damage.
If BlinkOut BV has already partly fulfilled its obligations when a force majeure event arises, or will be able to fulfil them, and the part performed or to be performed has independent value, BlinkOut BV may invoice that part separately. The client must pay this invoice as if it related to a separate agreement.

Article 16 — Confidentiality

Both parties must keep confidential all confidential information obtained from each other or from another source in connection with their agreement. Information is considered confidential if the other party has stated this or if this follows from the nature of the information.
If a statutory provision or court ruling requires BlinkOut BV to disclose confidential information to third parties designated by law or by the competent court, and BlinkOut BV cannot invoke a statutory right to refuse disclosure or such a right recognised or permitted by the court, BlinkOut BV is not obliged to pay compensation or indemnification. The other party may not terminate the agreement on the grounds of any resulting damage.

Article 17 — Intellectual property

BlinkOut BV reserves the rights and powers granted to it under the Dutch Copyright Act.
All materials provided by BlinkOut BV, such as designs, sketches, drawings, films, software and electronic or other files, are intended solely for the client's use. The client may not reproduce, publish or disclose them to third parties without BlinkOut BV's prior consent, unless the nature of the materials provided implies otherwise.
BlinkOut BV reserves the right to use knowledge gained while carrying out the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 18 — Disputes

The court in the place where BlinkOut BV has its registered office has exclusive jurisdiction over disputes, unless mandatory law provides otherwise. Nevertheless, BlinkOut BV may submit a dispute to the court that has jurisdiction under the law.
The parties will only refer a dispute to court after making every effort to resolve it by mutual consultation.

Article 19 — Applicable law

Dutch law applies to every agreement between BlinkOut BV and the client.