Article 1 Definitions
Light Twist: Light Twist Project Lighting, with CoC number 56255446.
The other party: Any natural person, or legal entity, who enters into an agreement with Light Twist.
The buyer: the other party entering into a purchase agreement with Light Twist.
The client: The other party entering into an assignment agreement with Light Twist.
The modest: the subjects, drawings, models and illustrations made and/or provided by Light Twist, in the broadest sense.
Article 2 Applicability
1. These terms and conditions apply to all offers and quotations made by Light Twist and to all agreements concluded between Light Twist and the other party, for
insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
2. The applicability of purchasing and/or other terms and conditions of the other party are expressly rejected.
3. The use of third parties, as referred to in paragraph 5 of Article 4 and paragraph 5 of Article 5, shall not affect the validity and exclusivity of these terms and conditions, unless the parties have agreed otherwise in writing.
4. Nullity or nullification of any of the provisions of these terms and conditions, shall not affect the validity, nor the content, of the remaining provisions of these terms and conditions.
5. The agreement to design the documents shall be deemed an agreement of assignment as referred to in Article 7:400 of the Dutch Civil Code.
6. The agreement to purchase and deliver goods, shall be deemed a purchase agreement as referred to in Article 7:1 of the Dutch Civil Code.
7. An agreement containing both types of agreements referred to in paragraphs 5 and 6 does not alter the aforementioned fact that only the applicable legal framework and provisions specifically applicable in these terms and conditions apply to both agreements, which are to be considered separately.
Article 3 Offers
1. All offers and quotations provided by Light Twist are non-binding, unless a deadline for acceptance has been set by Light Twist.
2. The prices in the offers and quotations made by Light Twist are exclusive of VAT and other costs, which costs - non-exhaustive - may consist of travel and accommodation costs and shipping and administration costs. All this, unless otherwise stated in writing.
3. Acceptance of an offer can only be made for the entirety of the services and supplies mentioned in the quotation or offer at the entire stated price. A partial acceptance does not bind Light Twist, unless stated otherwise in writing.
4. The documents stated with an offer or quotation are as accurate as possible but are only indicative. No rights can be derived from these, unless otherwise indicated by Light Twist.
Article 4 Execution of assignment agreement
1. The agreed time period(s) for preparing the documents serve as an indication and are not strict deadlines as referred to in Section 6:83 of the Dutch Civil Code, unless the parties agree otherwise in writing. If Light Twist does not or not completely fulfil its obligation under the agreement within the aforementioned period, the client must give Light Twist written notice of default and grant Light Twist a reasonable period of at least two (2) weeks to fulfil the aforementioned obligation.
2. reasonably necessary for Light Twist to fulfil its obligation under the agreement, have been made available to Light Twist correctly and in full.
3. Deadlines agreed for the preparation of documents shall not commence until the client has given Light Twist access to premises of the other party, which is reasonably necessary for Light Twist to fulfil its obligation under the agreement.
4. If a situation as described in paragraphs two and three occurs after the period has already commenced, the period within which Light Twist must comply will be extended proportionally to the delay incurred.
5. Light Twist is permitted to engage third parties for the execution of (part of) the agreement without the prior or explicit consent of the client.
6. The assignment agreement entails an obligation of effort, and thus no obligation of result, towards Light Twist.
Article 5 Delivery under the purchase agreement
1. The agreed term(s) for delivery of goods are indicative and are not strict deadlines as referred to in Section 6:83 of the Dutch Civil Code, unless the parties agree otherwise in writing. If Light Twist does not or not fully comply with its obligation under the agreement within this non-fatal period, the buyer must give Light Twist written notice of default and grant a reasonable period of at least two (2) weeks to still fulfil the aforesaid obligation.
2. Terms agreed for the delivery of goods shall not commence until the buyer has made the information, which is reasonably necessary for Light Twist to fulfil its obligation under the agreement, correctly and completely available to Light Twist.
3. Deadlines agreed for the delivery of goods shall not commence until the buyer has given Light Twist access to the other party's premises, which is reasonably necessary for Light Twist to fulfil its obligation under the agreement.
4. If a situation as described in paragraphs two and three occurs after the period has already commenced, the period within which Light Twist must comply will be extended proportionally to the delay incurred.
5. Light Twist is permitted, without needing prior or explicit permission from the buyer, to engage third parties for the execution of (part of) the agreement.
6. Third parties as referred to in the previous paragraph explicitly do not include the installer, meaning the (legal) person responsible for the installation of any items purchased. A separate agreement must be concluded with this by the purchaser.
7. Unless otherwise agreed in writing, delivery will take place from Light Twist's business location at a time to be determined by Light Twist.
8. If, contrary to the previous paragraph, it is agreed that Light Twist will take care of delivery of the purchased goods, the costs of delivery will be borne entirely by the buyer.
9. Regardless of the mode of delivery referred to in the two previous paragraphs, the risk for the goods passes to the buyer at the moment the goods leave Light Twist's business premises.
Article 6 Retention of title
1. Delivery, as referred to in the previous article, shall take place under the suspensive condition that the buyer fully complies with his existing obligations towards the seller at any time. The retention of title contained herein shall also extend to the new goods made with the delivered goods and shall relate to claims pursuant to the agreement concluded between the parties of any nature whatsoever and also to claims on account of failure to perform the agreement, which shall include claims for damages and compensation of (extra)judicial costs, interest, fines and penalties.
2. As long as the suspensive condition referred to in the previous paragraph has not occurred, the buyer shall not be authorised to alienate the goods purchased under retention of title, to give (enter into a legal act obliging the buyer to give) de facto power over the goods to one or more third parties or to encumber the goods.
3. The buyer undertakes, if necessary at the request of Light Twist, to assign or pledge to Light Twist any claims which arise or will arise from the alienation to third parties of goods sold to the buyer by Light Twist under retention of title. The choice between assignment and pledge lies with Light Twist.
4. Light Twist is entitled to transfer the reserved property and the rights attached to it to one or more third parties, to whom the same rights and obligations shall apply in such case.
5. The buyer is obliged to insure the items subject to retention of title and, in the event that payment is made, gives Light Twist the right to the payment under that insurance.
6. As stated in article 13 of these terms and conditions, the agreement shall be governed by Dutch law. This is on the understanding that the retention of title, insofar as it is more favourable to Light Twist, shall be governed by the law of that country to the full extent and, in particular, also in its scope after importation of the goods concerned into another country.
Article 7 Payments
1. Payment shall be made within fourteen (14) days of the invoice date, unless the parties have expressly agreed otherwise in writing.
2. The term of payment, mentioned in the previous paragraph, is, except in the case where another term is expressly agreed in writing, a fatal term.
3. If payment is not made by the other party within the period referred to in the first paragraph, the other party shall owe statutory commercial interest in accordance with Article 6:119a in conjunction with Article 6:120(2) of the Dutch Civil Code from the latest date of payment.
4. Payments made by the other party shall first be deducted from the interest and costs incurred.
5. Settlement by the other party is not allowed under any circumstances.
6. Suspension of (payment) obligations by the other party is expressly excluded.
Article 8 Guarantee
1. Any notification under warranty must be accompanied by the relevant invoice from Light Twist.
2. No warranty is given by Light Twist on conventional lamps.
3. The consequences of the degradation process of LED light sources are not under any circumstances covered by any warranty, unless the parties expressly agree otherwise in writing
agreed.
4. Led subpixel outages of less than 1% on RGB-in-one products are under no circumstances covered by any warranty, unless the parties expressly agree otherwise in writing
agreed.
5. If and insofar as a guarantee is given, this guarantee shall never apply for a period longer than the period during which the supplier, being the (legal) person who delivered the item in question to Light
Twist supplied, warranted.
6. Warranties given shall expressly not apply if the other party:
a. is in default to Light Twist;
b. repaired or modified the delivered item or related items himself or had them repaired or modified;
c. subjected the delivered good to conditions other than those considered normal for the good according to general rules of experience;
d. the delivered goods have been treated carelessly, including at least contrary to the instructions of Light Twist or the user manual of the goods, or;
e. the defects in the delivered good are entirely or partially the result of governmental or future regulations regarding the nature or quality of the materials used.
Article 9 Liability
1. The limitations of liability of Light Twist contained in this article do not apply insofar as the damage is the result of intent or gross negligence on the part of Light Twist or persons for whom Light Twist is liable.
2. In any case, the persons referred to in the previous paragraph do not include the installer, as referred to in article 5 paragraph 6. The activities of the installer do not (!) form part of the (execution of the) business operations of Light Twist and Light Twist cannot be held liable for any error by the installer on the grounds of Article 6:170 of the Dutch Civil Code nor on the grounds of Article 6:171 of the Dutch Civil Code.
3. If damage is to any extent the result of incorrect information provided by the other party, or is otherwise due to or the result of acts or omissions by the other party, Light Twist's liability is expressly excluded.
4. Light Twist is not liable for damage, whether partial or complete, arising from the circumstances referred to in article 8 paragraph 6 and the other party indemnifies Light Twist against any third-party liability for compensation.
5. If and insofar as Light Twist does accept liability for damages suffered, such liability, irrespective of the ground, shall be limited to that part of the amount of the invoice which relates to the delivered good(s) or documents drawn up.
6. Without prejudice to the provisions in the other paragraphs of this article, Light Twist is never obliged to pay damages exceeding the insured amount, insofar as the damage is covered by an insurance policy taken out by Light Twist.
7. In the event that Light Twist is liable for any damage, this liability is always limited to direct damage to persons or property. Which direct damage is suffered as a result of an attributable shortcoming of Light Twist in the fulfilment of its obligations. For indirect damage, including - non-exhaustive - consequential damage,
including damage caused by delays, loss of profits and stagnation damage, Light Twist is never liable.
Article 10 Intellectual property
1. If and to the extent applicable, the copyrights and other intellectual property rights to the documents under the Copyright Act, the Benelux Convention on Intellectual Property and all other (European) laws and regulations, are vested in Light Twist.
2. The other party is prohibited from disclosing, reproducing or exhibiting the documents subject to intellectual property rights in any way without the consent of Light Twist.
3. The removal or alteration of indications of Light Twist on documents or other products delivered or made available by Light Twist is not permitted to the other party, unless expressly authorised by Light Twist.
4. Light Twist reserves the right to use the knowledge gained by the execution of the work for the other party for other purposes, as long as no confidential (business) information is brought to the knowledge of third parties.
5. The client, provided he has fulfilled his payment obligations, is entitled to execute the documents.
6. The client may not deviate from the documents or make changes to them unless it does so in consultation with Light Twist.
7. The client may not repeat the executed design in whole or in part without the prior consent of Light Twist. Light Twist may attach to its consent
conditions, such as the payment of a reasonable fee. Light Twist will not refuse its consent on unreasonable grounds.
Article 11 Amending the agreement
1. If, during the execution of the agreement, it appears that for a proper execution of the agreement it is necessary to amend or supplement it, the parties shall consult in due time in order to come to an amendment of the agreement.
2. If Light Twist is authorised by law (or other government regulations), or Light Twist is obliged by virtue thereof, to increase the agreed price and Light Twist exercises this authority, the other party will not be entitled to dissolve the agreement for that reason.
3. If Light Twist has agreed a fixed price with the other party, Light Twist is entitled to increase the price at any time.
4. If Light Twist increases the price in accordance with the previous paragraph and this occurs within three months of the conclusion of the agreement and paragraph 2 does not apply, the other party, only if it is a natural person not acting in the exercise of a profession or business, is entitled to dissolve the agreement with Light Twist, unless Light Twist shows willingness to still execute the agreement for the originally agreed amount.
5. If Light Twist increases the price in accordance with paragraph 3 and this occurs within three (3) months after the conclusion of the agreement and paragraph 2 does not apply, the other party is entitled to dissolve the agreement with Light Twist, unless the price increase is the result of increased prices at the supplier(s) of Light Twist and this increase exceeds 10% or unless Light Twist shows willingness to execute the agreement for the originally agreed amount.
6. If the other party wishes to change the agreement - for whatever reason - the other party must notify Light Twist immediately. Light Twist can refuse such a request at all times, which explicitly does not constitute grounds for the other party to dissolve the agreement.
Article 12 Dissolution
1. Light Twist may dissolve the agreement inden:
- the other party fails to comply with an obligation incumbent on it including - non-exhaustively - failure to pay or take delivery of goods in time;
- the other party applies for or is granted suspension of payment or files for or is declared bankrupt.
- An application for credit insurance is not granted or, in the opinion of Light Twist, is not granted to a sufficient extent.
2. If a shortcoming in the fulfilment of the obligations in respect of one of the deliveries by the other party gives Light Twist good reason to conclude that a substantial shortcoming will occur in respect of future deliveries, Light Twist may, after written notice, dissolve the agreement.
3. In case of dissolution of the agreement, all that Light Twist may claim from the other party for whatever reason shall become immediately due and payable.
Article 13 Applicable law
1. The agreement concluded between Light Twist and the other party, as well as all other legal relationships between Light Twist and another party, shall be governed exclusively by Dutch law.
application.
2. Disputes arising from the agreement, or other legal relations, shall be settled under Dutch law and by the court in Light Twist's place of business,
except for cases where the law imperatively provides otherwise.