Druppelzorg Terms
General delivery and payment conditions issued by Druppelzorg, referred to as
Druppelzorg Terms

Article 1: Applicability
1.1. These terms and conditions apply to all offers of Druppelzorg, to all agreements it concludes and all agreements that may result from this.
1.2. Druppelzorg is referred to as the contractor. The other party is referred to as the client.
1.3. In the event of a conflict between the content of the agreement concluded between the client and the contractor and these general terms and conditions, the provisions of the agreement will apply.
1.4. These conditions may only be used by Druppelzorg.

Article 2: Offers
2.1. All offers are without obligation.
2.2. The prices stated in the offer are based on delivery ex works, in accordance with Incoterms 2010. The prices are exclusive of turnover tax.
and packaging.
2.3. If his offer is not accepted, the contractor has the right to charge all costs he had to make to make his offer to the client.

Article 3: Intellectual property rights
3.1. The contractor retains the copyrights and all industrial property rights to the offers made by him, designs, images, drawings, (test) models, software, etc.
3.2. The rights to the data referred to in paragraph 1 remain the property of the contractor, regardless of whether costs have been charged to the client for their production. These data may not be copied, used or shown to third parties without the prior express written consent of the contractor. The Client owes the Contractor a fine of € 25,000 for each breach of this provision. This fine can be claimed in addition to compensation under the law.

Article 4: Advice, designs and materials
4.1. The Client cannot derive any rights from advice and information that it receives from the Contractor if it is not directly related to the assignment.
4.2. The Client indemnifies the Contractor against any claim from third parties with regard to the use of models provided by or on behalf of the Client
and such.
4.3. The client may examine the materials that the contractor wishes to use before they are processed at its own expense. If the contractor suffers damage as a result, this will be at the expense of the client.

Article 5: Delivery time
5.1. The delivery time and / or implementation period will be determined approximately by the contractor.
5.2. When determining the delivery time and / or implementation period, the contractor assumes that he can carry out the assignment under the circumstances known to him at that time.
5.3. The delivery time and / or implementation period only starts when agreement has been reached on all commercial and technical details, all necessary
data is in the possession of the contractor, the agreed payment or installment has been received and the necessary conditions for the execution of the
assignment has been fulfilled.
5.4. a. If there are other circumstances than those known to the contractor when he determined the delivery time and / or implementation period,
contractor extend the delivery time and / or implementation period by the time necessary to carry out the assignment under these circumstances. If the work
cannot be fitted into the contractor's schedule, they will be carried out as soon as its schedule permits.
b. If there is a suspension of obligations by the contractor, the delivery time and / or implementation period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into the contractor's schedule, the work will be performed as soon as the schedule permits.
5.5. Exceeding the agreed delivery time and / or implementation period does not under any circumstances entitle to compensation, unless this has been agreed in writing.

Article 6: Transfer of risk
6.1. Delivery takes place ex works, in accordance with Incoterms 2010; the risk of the good is transferred at the moment that the contractor makes it available to the client.
6.2. Notwithstanding the provisions of the previous paragraph, the client and the contractor may agree that the contractor will arrange the transport. The risk of
6.2. Notwithstanding the provisions of the previous paragraph, the client and the contractor may agree that the contractor will arrange the transport. The risk of
6.3. If there is a trade-in and the client continues to use the good to be exchanged pending delivery of the new good, the risk of the good to be exchanged remains with the client until it has placed it in the possession of the contractor.

Article 7: Price change
7.1. An increase in cost-determining factors arising after the conclusion of the agreement may be passed on by the contractor to the client if the fulfillment of the agreement has not yet been completed at the time of the increase.
7.2. The Client is obliged to pay the price increase as referred to in paragraph 1 at the same time as payment of the principal or the next agreed
term of payment.
7.3. If goods are supplied by the client and the contractor is willing to use them, the contractor may charge a maximum of 20% of the market price of the goods supplied.

Article 8: Impracticability of the assignment
8.1. The Contractor has the right to suspend the fulfillment of his obligations if he is due to circumstances that occurred at the conclusion of the agreement
were not foreseeable and that are beyond his control, is temporarily prevented from fulfilling his obligations.
8.2. Circumstances that could not be expected by the contractor and that lie beyond its control include the circumstance that suppliers and / or subcontractors of the contractor do not or not timely comply with their
obligations, weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, roadblocks, strikes or work stoppages and import or trade restrictions.
8.3. The Contractor is no longer authorized to suspend if the temporary impossibility to perform has lasted for more than six months. The agreement can only be dissolved after this period and only for that part of the obligations that have not yet been fulfilled. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.

Article 9: Changes to the work
9.1. Changes to the work will in any case result in more or less work if:
a.there is a change in the design, the specifications or the specifications;
b. the information provided by the client does not correspond to reality;
c. estimated quantities deviate by more than 10%.
9.2. Additional work is calculated on the basis of the value of the price-determining factors that apply at the time that the additional work is performed. Less work becomes
settled on the basis of the value of the price-determining factors that applied at the time of the conclusion of the agreement.
9.3. If the balance of the less work exceeds that of the additional work, the contractor may charge the client 10% of the difference in the balances in the final settlement. This provision does not apply to less work that is the result of a request from the contractor.

Article 10: Completion of the work
10.1. The work is considered completed when:
a. the client has approved the work;
b. the work has been put into use by the client. If the client takes part of the work into use, that part will be considered completed;
c. the contractor has notified the client in writing that the work has been completed and the client has not within 14 days of the notification in writing
has stated whether the work has been approved or not;
d. the client does not approve the work on the basis of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being taken into use.
10.2. If the client does not approve the work, he is obliged to inform the contractor in writing, stating reasons.
10.3. If the client does not approve the work, he will give the contractor the opportunity to deliver the work again. The provisions of this article apply again.
10.4. The Client indemnifies the Contractor against claims from third parties for damage to parts of the work that have not been completed, caused by the use of parts of the work that have already been completed.

Article 11: Liability
11.1. The contractor is liable for damage suffered by the client and which is the direct and exclusive consequence of a shortcoming attributable to the contractor. However, only damage for which the contractor is insured or reasonably insured is eligible for compensation
should be.
11.2. If, at the time of entering into the agreement, it is not possible for the contractor to take out an insurance policy as referred to in paragraph 1 or to extend it under reasonable conditions afterwards, the compensation for the damage will be limited to the amount contractor for the
this agreement (excluding VAT) has been charged.
11.3. Not eligible for reimbursement:
a. business interruption, including, for example, business interruption damage and lost profit. If desired, the client must take out insurance against this damage;
b. oversight damage. Supervision damage is understood to include damage caused by or during the performance of the work to goods to which
work is being carried out or on objects that are located in the vicinity of the place where work is carried out. If desired, the client must take out insurance against this damage;
c. damage caused by intent or willful recklessness of auxiliary persons or non-managerial subordinates of the contractor.
11.4. The contractor is not liable for damage to material supplied by or on behalf of the client as a result of improper processing. At the request of the client, the contractor will perform the processing again, with new material supplied by the client at his expense.
11.5 The client indemnifies the contractor against all claims from third parties due to product liability as a result of a defect in a product that has been delivered by the client to a third party and that (partly) consisted of products and / or materials supplied by the contractor.

Article 12: Warranty
12.1. If the agreed performance consists of the delivery of an item, the contractor guarantees the soundness of the item delivered during the period referred to in paragraph 1. If it appears that the delivery was not sound, the item must be returned to the contractor carriage paid. Subsequently, the contractor will choose whether he:
- restores the good;
- replaces the good;
- credits the client for a proportional part of the invoice.
12.2. The Client must in all cases offer the Contractor the opportunity to repair any defect and / or to perform the processing again.
12.3. The client can only invoke the warranty after he has fulfilled all his obligations towards the contractor.
12.4. a. No guarantee is given if defects are the result of:
- normal wear and tear;
- improper use;
- not or incorrectly performed maintenance;
- installation, assembly, modification or repair by the client or by third parties.
b. No guarantee is given on goods delivered that were not new at the time of delivery or on goods prescribed by the client or
supplied by or on behalf of him;
c. No guarantee is given on the inspection and / or repair of the client's goods.

Article 13: Complaints
The Client can no longer invoke a defect in performance if it has not made a written complaint to the Contractor within fourteen days after it discovered or should reasonably have discovered the defect.

Article 14: Uncollected items
If goods have not been purchased after the expiry of the delivery time, they will remain at the disposal of the client. Items not taken are for
account and risk of the client. The contractor may always make use of the authority of Article 6:90 BW.

Article 15: Payment
15.1. Payment is made at the place of business of the contractor or into an account designated by the contractor.
15.2. Unless otherwise agreed, payment takes place as follows:
a. cash for counter sales;
b. with installment payment:
- 40% of the total price upon order;
- 50% of the total price after delivery of the material or, if delivery of material is not included in the order, after commencement of the work;
- 10% of the total price upon delivery;
c. in all other cases within thirty days after the invoice date.
15.3. Regardless of the agreed payment conditions, the client is obliged to provide sufficient security for payment at the request of the contractor. If the client does not comply with this within the set term, he will immediately be in default. In that case, the contractor has the right to dissolve the agreement and to recover its damage from the client.
15.4. The right of the client to set off its claims against the contractor is excluded, unless the contractor has been declared bankrupt or the contractor is subject to judicial debt rescheduling.
15.5. The full claim for payment is immediately due and payable if:
a. a payment term has been exceeded;
b. client has gone bankrupt or applies for a suspension of payments;
c. attachment is levied on the client's goods or claims;
d. client (company) is dissolved or liquidated;
e. the client (natural person) requests to be admitted to judicial debt restructuring, is placed under guardianship or dies.
15.6. If payment has not been made within the agreed payment term, the client will immediately owe interest to the contractor. The interest is 12% per year, but is equal to the statutory interest if this is higher. In the interest calculation, a part of the month is seen as a full month.
15.7. If payment has not been made within the agreed payment term, the client owes the contractor all extrajudicial costs
verschuldigd met een minimum van € 75,=. De kosten worden berekend op basis van de volgende tabel:
on the first € 3,000 15%
on the excess up to € 6,000 10%
on the excess up to € 15,000 8%
on the excess up to € 60,000 5%
on the excess from € 60,000 3%
If the extrajudicial costs actually incurred are higher than follows from the above calculation, the actual costs incurred are due.
15.8. If the contractor is successful in legal proceedings, all costs incurred in connection with these proceedings will be borne by the client.

Article 16: Retention of title and right of pledge
16.1. After delivery, the contractor remains the owner of the delivered goods as long as the client:
fails or will fail to perform its obligations under this agreement or other similar agreements;
b. does not pay or will not pay for work performed or yet to be performed under such agreements;
c. claims arising from non-compliance with the aforementioned agreements, such as damage, fines, interest and costs.
16.2. As long as the goods delivered are subject to retention of title, the client may not encumber them outside his normal business operations.
16.3. After the contractor has invoked his retention of title, he may take back the delivered goods. Client allows contractor to place
to enter where these items are located.
16.4. If the contractor cannot invoke its retention of title because the goods delivered have been mixed, deformed or checked, the client is
is obliged to pledge the newly formed items to the contractor.

Article 17: Termination
If the client wishes to dissolve the agreement without the contractor being in default and the contractor agrees to this, the agreement will be terminated by mutual consent. In that case, the Contractor is entitled to compensation for all financial damage such as loss suffered, lost profit and costs incurred.
Article 18: Applicable law and competent court
18.1. Dutch law is applicable.
18.2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor do any other international regulations from which exclusion is permitted.
18.3. Only the Dutch civil court with jurisdiction in the place of business of the contractor will take cognizance of disputes, unless this is contrary to mandatory law. The Contractor may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.
18.4. The parties can agree on another form of dispute resolution, such as arbitration or mediation.