Definitions
Bookedin: Jord Brand, established in Groningen, registered with the Chamber of Commerce under number 75805081.
Customer: the party with whom Bookedin has entered into an agreement.
Parties: Bookedin and Customer together.
Consumer: a Customer who is also an individual acting as a private person.
Article 1 - Applicability of General Terms and Conditions
These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Bookedin.
Parties can only deviate from these terms and conditions if they have expressly agreed to do so in writing.
Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the Customer or third parties.
Article 2 - Prices
All prices used by Bookedin are in euros, exclusive of VAT and exclusive of any other costs such as administrative costs, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or agreed otherwise.
Bookedin may change all prices for its services and products, on its website or otherwise made known, at any time.
For service provision, Parties shall agree on a total amount as a target price, unless Parties have expressly agreed in writing on a fixed price from which no deviation is possible.
Bookedin is entitled to deviate up to 10% from the target price.
If the target price is expected to be more than 10% higher, Bookedin must inform the Customer in a timely manner why a higher price is justified.
If the target price is expected to be more than 10% higher, the Customer has the right to cancel the part of the assignment that exceeds the target price plus 10%.
Bookedin has the right to adjust prices annually.
Prior to its commencement, Bookedin will communicate price adjustments to the Customer.
The Consumer has the right to terminate the agreement with Bookedin if they do not agree with the price increase.
Article 3 - Payments and Payment Term (Services)
Bookedin may require a down payment of up to 50% of the agreed amount upon entering into the agreement.
The Customer must pay invoices post-delivery within 1 month of delivery.
Payment terms are considered strict deadlines (fatale termijnen). This means that if the Customer has not paid the agreed amount by the last day of the payment term at the latest, they are legally in default and in breach, without Bookedin having to send a reminder or notice of default.
Bookedin reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.
Article 4 - Payments and Payment Term (Products)
Products are paid for immediately.
Bookedin may require a down payment of up to 50% of the agreed amount upon entering into an agreement regarding a service.
The Customer must pay invoices to Bookedin within 1 month of the invoice date, unless Parties have made other agreements or a different payment term is stated on the invoice.
Payment terms are considered strict deadlines. If the Customer has not paid by the last day, they are legally in default without further notice.
Bookedin reserves the right to make delivery conditional on immediate payment or to demand security for the total amount of the service.
Article 5 - Consequences of Late Payment
If the Customer does not pay within the agreed term, Bookedin is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the Customer is in default, whereby a part of a month is counted as a full month.
When the Customer is in default, they also owe extrajudicial collection costs and any compensation to Bookedin.
Collection costs are calculated on the basis of the Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
If the Customer fails to pay on time, Bookedin may suspend its obligations until the Customer has met their payment obligation.
In the event of liquidation, bankruptcy, attachment, or suspension of payment on the part of the Customer, the claims of Bookedin on the Customer are immediately due and payable.
If the Customer refuses to cooperate with the execution of the agreement by Bookedin, they are still obliged to pay the agreed price to Bookedin.
Article 6 - Right of Reclamation (Recht van Reclame)
As soon as the Customer is in default, Bookedin is entitled to invoke the right of reclamation regarding the unpaid products delivered to the Customer.
Bookedin invokes the right of reclamation by means of a written or electronic statement.
As soon as the Customer has been informed of the invoked right of reclamation, the Customer must immediately return the products concerned to Bookedin, unless Parties agree otherwise.
The costs for retrieving or returning the products are at the Customer's expense.
Article 7 - Right of Suspension (Opschortingsrecht)
Unless the Customer is a Consumer, the Customer waives the right to suspend the performance of any obligation arising from this agreement.
Article 8 - Right of Retention (Retentierecht)
Bookedin can invoke its right of retention and, in that case, keep products of the Customer in its possession until the Customer has paid all outstanding invoices with regard to Bookedin, unless the Customer has provided sufficient security for those costs.
The right of retention also applies on the basis of previous agreements from which the Customer still owes payments to Bookedin.
Bookedin is never liable for any damage the Customer may suffer as a result of exercising its right of retention.
Article 9 - Set-off (Verrekening)
Unless the Customer is a Consumer, the Customer waives their right to set off a debt to Bookedin against a claim on Bookedin.
Article 10 - Retention of Title (Eigendomsvoorbehoud)
Bookedin remains the owner of all delivered products until the Customer has fully complied with all its payment obligations towards Bookedin under any agreement concluded with Bookedin, including claims regarding failure in performance.
Until then, Bookedin can invoke its retention of title and take back the goods.
Before ownership has passed to the Customer, the Customer may not pledge, sell, alienate, or otherwise encumber the products.
If Bookedin invokes its retention of title, the agreement is considered dissolved and Bookedin has the right to claim damages, lost profits, and interest.
Article 11 - Delivery
Delivery takes place while stocks last.
Delivery takes place at Bookedin, unless Parties have agreed otherwise.
Delivery of products ordered online takes place at the address indicated by the Customer.
If the agreed amounts are not paid or not paid on time, Bookedin has the right to suspend its obligations until the agreed part has been paid.
In the event of late payment, there is a case of default by the creditor (schuldeisersverzuim), with the result that the Customer cannot hold a late delivery against Bookedin.
Article 12 - Delivery Time
The delivery times stated by Bookedin are indicative and, if exceeded, do not give the Customer the right to dissolution or compensation, unless Parties have expressly agreed otherwise in writing.
The delivery time commences at the moment the Customer has fully completed the (electronic) ordering process and has received an (electronic) confirmation from Bookedin.
Exceeding the stated delivery time does not entitle the Customer to compensation or the right to dissolve the agreement, unless Bookedin cannot deliver within 14 days after being urged to do so in writing, or if Parties have agreed otherwise.
Article 13 - Actual Delivery
The Customer must ensure that the actual delivery of the products ordered by them can take place on time.
Article 14 - Transport Costs
Transport costs are at the Customer's expense, unless Parties have agreed otherwise.
Article 15 - Packaging and Shipping
If the packaging of a delivered product is opened or damaged, the Customer must, before receiving the product, have a note made of this by the carrier or delivery person, failing which Bookedin cannot be held liable for any damage.
If the Customer takes care of the transport of a product themselves, they must report any visible damage to products or packaging to Bookedin prior to transport, failing which Bookedin cannot be held liable for any damage.
Article 16 - Insurance
The Customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion, and water damage, as well as theft:
Delivered items that are necessary for the execution of the underlying agreement;
Items of Bookedin that are present at the Customer's premises;
Items delivered under retention of title.
The Customer shall provide the policy of these insurances for inspection at the first request of Bookedin.
Article 17 - Storage
If the Customer only takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the Customer.
Any extra costs as a result of premature or delayed take-up of products are entirely at the Customer's expense.
Article 18 - Assembly/Installation
Although Bookedin makes every effort to perform all assembly and/or installation work as well as possible, it bears no responsibility for this except in the case of intent or gross negligence.
Article 19 - Warranty
When Parties have entered into an agreement of a service nature, this only contains a best-efforts obligation for Bookedin and therefore no obligation to achieve a result (inspanningsverplichting vs resultaatsverplichting).
The warranty with regard to products only applies to defects caused by faulty manufacture, construction, or material.
The warranty does not apply in the case of normal wear and tear and damage resulting from accidents, changes made to the product, negligence, or improper use by the Customer, as well as when the cause of the defect cannot be clearly established.
The risk of loss, damage, or theft of the products that are the subject of an agreement between Parties passes to the Customer at the moment they are legally and/or physically delivered, or at least come into the power of the Customer or a third party who receives the product on behalf of the Customer.
Article 20 - Execution of the Agreement
Bookedin will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
Bookedin has the right to have the agreed services performed (partially) by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the Customer.
It is the responsibility of the Customer that Bookedin can start the execution of the agreement on time.
If the Customer has not ensured that Bookedin can start on time, the resulting extra costs and/or extra hours will be at the Customer's expense.
Article 21 - Provision of Information by the Customer
The Customer shall make all information, data, and documents relevant to the correct execution of the agreement available to Bookedin in a timely manner and in the desired form and manner.
The Customer guarantees the accuracy, completeness, and reliability of the information, data, and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
If and insofar as the Customer so requests, Bookedin will return the relevant documents.
If the Customer does not make the information, data, or documents reasonably required by Bookedin available, or does not do so on time or properly, and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be at the Customer's expense.
Article 22 - Duration of the Agreement Regarding a Service
The agreement between Bookedin and the Customer regarding a service or services is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or Parties have expressly agreed otherwise in writing.
If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after the term has expired, unless one of the Parties terminates the agreement with due observance of a notice period of 3 months, or a Consumer terminates the agreement with a notice period of 1 month, whereby the agreement ends by operation of law.
If Parties have agreed on a term for the completion of certain activities within the duration of the agreement, this is never a strict deadline. If this term is exceeded, the Customer must give Bookedin a written notice of default.
Article 23 - Termination of Service Agreement for an Indefinite Period
The Customer can terminate an agreement for a service that has been entered into for an indefinite period at any time with due observance of a notice period of 3 months.
A Consumer has the right to terminate an agreement for a service for an indefinite period with due observance of a notice period of 1 month.
Article 24 - Intellectual Property
Bookedin retains all intellectual property rights (including copyright, patent law, trademark law, design and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless Parties have agreed otherwise in writing.
The Customer may not copy, show to third parties and/or make available, or use the aforementioned intellectual property rights in any other way without the prior written consent of Bookedin.
Article 25 - Confidentiality
The Customer shall keep any information (in whatever form) they receive from Bookedin confidential.
The same applies to all other information concerning Bookedin of which the Customer knows or can reasonably suspect that it is secret or confidential, or of which they can expect that its distribution could cause Bookedin harm.
The Customer shall take all necessary measures to ensure that they also keep the information mentioned in paragraphs 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information:
which was already public before the Customer learned of this information or which later became public without this being the result of a breach of the Customer's confidentiality obligation;
which is made public by the Customer on the basis of a legal duty.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its end.
Article 26 - Penalty Clause
If the other party violates the article of these general terms and conditions regarding confidentiality or intellectual property, they forfeit an immediately payable fine for each violation for the benefit of the trade name.
If the other party is a Consumer, this fine is €1,000.
If the other party is a legal entity, this fine is €5,000.
In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues.
No prior notice of default or legal proceedings are required for the forfeiture of this fine. There also does not have to be any form of damage.
The forfeiture of the fine referred to in the first paragraph of this article does not prejudice the other rights of Bookedin, including its right to claim compensation in addition to the fine.
Article 27 - Indemnification
The Customer indemnifies Bookedin against all claims from third parties related to the products and/or services delivered by Bookedin.
Article 28 - Complaints
The Customer must examine a product delivered or service provided by Bookedin for any shortcomings as soon as possible.
If a delivered product or service provided does not comply with what the Customer could reasonably expect from the agreement, the Customer must inform Bookedin of this as soon as possible, but in any case within 1 month after discovery of the shortcomings.
Consumers must inform Bookedin at the latest within 2 months after discovery of the shortcomings.
The Customer provides as detailed a description as possible of the shortcoming, so that Bookedin is able to respond adequately.
The Customer must demonstrate that the complaint relates to an agreement between the Parties.
If a complaint relates to ongoing work, this can in any case not lead to Bookedin being held to perform other work than agreed.
Article 29 - Notice of Default
The Customer must make notices of default known to Bookedin in writing.
It is the Customer's responsibility that a notice of default actually reaches Bookedin (on time).
Article 30 - Joint and Several Liability of Customer
If Bookedin enters into an agreement with multiple Customers, each of them is jointly and severally liable for the full amounts they owe to Bookedin under that agreement.
Article 31 - Liability of Bookedin
Bookedin is only liable for any damage the Customer suffers if and insofar as that damage is caused by intent or deliberate recklessness.
If Bookedin is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
Bookedin is never liable for indirect damage, such as consequential damage, lost profit, missed savings, or damage to third parties.
If Bookedin is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance policy and, in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and apply only approximately and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Article 32 - Limitation Period (Vervaltermijn)
Any right of the Customer to compensation from Bookedin expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code (Burgerlijk Wetboek).
Article 33 - Right to Dissolution (Ontbinding)
The Customer has the right to dissolve the agreement if Bookedin attributably fails in the performance of its obligations, unless this failure, given its special nature or minor significance, does not justify dissolution.
If the performance of the obligations by Bookedin is not permanently or temporarily impossible, dissolution can only take place after Bookedin is in default.
Bookedin has the right to dissolve the agreement with the Customer if the Customer does not fully or timely fulfill its obligations under the agreement, or if Bookedin has taken note of circumstances that give it good reason to fear that the Customer will not be able to fulfill its obligations properly.
Article 34 - Force Majeure (Overmacht)
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of Bookedin in the fulfillment of any obligation towards the Customer cannot be attributed to Bookedin in a situation independent of the will of Bookedin, as a result of which the fulfillment of its obligations towards the Customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be required of Bookedin.
The force majeure situation referred to in paragraph 1 also includes - but is not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, delivery services, or other third parties; unexpected power, electricity, internet, computer, and telecom disruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work interruptions.
If a force majeure situation occurs as a result of which Bookedin cannot fulfill one or more obligations to the Customer, those obligations are suspended until Bookedin can meet them again.
From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the agreement in writing in whole or in part.
In a force majeure situation, Bookedin does not owe any (damage) compensation, even if it enjoys any advantage as a result of the force majeure situation.
Article 35 - Amendment of the Agreement
If, after the conclusion of the agreement, it appears necessary for its execution to change or supplement its content, Parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
The previous paragraph does not apply to products purchased in a physical store.
Article 36 - Amendment of General Terms and Conditions
Bookedin is entitled to change or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Bookedin will discuss major substantive changes with the Customer in advance as much as possible.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.
Article 37 - Transfer of Rights
Rights of the Customer under an agreement between Parties cannot be transferred to third parties without the prior written consent of Bookedin.
This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Article 38 - Consequences of Nullity or Voidability
If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what Bookedin had in mind when drawing up the conditions on that point.
Article 39 - Applicable Law and Competent Court
Dutch law is exclusively applicable to every agreement between Parties.
The Dutch court in the district where Bookedin is established / has its practice / has its office is exclusively competent to take note of any disputes between Parties, unless the law imperatively prescribes otherwise.
Drawn up on March 12, 2023.
