Article 1. Definitions

1.1. Terms and Conditions: These Terms and Conditions.

1.2. Plug and Bim B.V., located at Rif fort Village 506F Willemstad Curaçao and registered with the Chamber of Commerce under number 162821, can also be found at: www.plugandbim.com.

1.3. Service(s): service(s) as described in the Agreement.

1.4. Products: all products as described in the Agreement.

1.5. Intellectual Property Rights: rights (of intellectual property) including but not limited to copyrights (including of course the copyright that rests on software), database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.6. Quotation: a written offer from Plug and Bim B.V.

1.7. Client: the natural person or legal entity, whether or not acting in the exercise of a profession or business, that has contracted with Plug and Bim B.V. has concluded an Agreement.

1.8. Completion: takes place after approval from the Client, after commissioning by the Client or by notification of the Client, after which no response from the Client has been received within 7 days after notification.

1.9. Agreement: The agreement between the Parties on the basis of which Plug and Bim B.V. supplies its Products and Services to the Client, and of which the General Terms and Conditions form an integral part.

1.10. Party(ies): Plug and Bim B.V. and the Client jointly or separately

1.11. Confidential Information: non-public information related to a Party and information of which a Party indicates that this information is confidential, or which, due to the nature of the information or under the circumstances under which the disclosure takes place, should be treated as confidential.

1.12. Employee: The person who is employed by one of the Parties, or who performs work for the relevant Party on an assignment basis.

1.13. Business Client: the Client acting in the exercise of a profession or business.

 

Article 2. Applicability and Interpretation

2.1. The General Terms and Conditions apply to and form part of every (legal) act related to the preparation, formation or performance of the Agreement. The General Terms and Conditions also apply to all subsequent Agreements between the Client and Plug and Bim B.V., if the Client has accepted their validity in previous Agreements with Plug and Bim B.V. has accepted.

2.2. The applicability of any purchase or other conditions of the Client is expressly excluded.

2.3. Provisions or conditions set by the Client that deviate from or do not appear in the General Terms and Conditions only apply to the Agreement insofar as the Parties agree in writing.

2.4. In the event that specific product, promotion or service conditions apply in addition to these General Terms and Conditions, those conditions will also apply.

 

Article 3. Formation of the Agreement

3.1. All Quotations and other offers from Plug and Bim B.V. are without obligation and valid for a period of 14 days.

3.2. The Agreement is concluded at the moment of acceptance by the Client of Plug and Bim B.V.'s Quotation. and complying with the requirements set by Plug and Bim B.V. stated conditions.

3.3. An offer is in any case deemed to have been accepted if the Agreement is implemented without contradiction. The offer can be accepted verbally or in writing.

 

Article 4. Execution of the Agreement

4.1. Plug and Bim B.V. will begin performance after the conclusion of the Agreement, on the date or time as agreed in the Agreement. If no date of fulfillment has been agreed, Plug and Bim B.V. will start. directly with the implementation of the Agreement.

4.2. If delivery cannot be made within the agreed period, Plug and Bim B.V. inform the client thereof. Business customers are deemed to agree to a new delivery date.

4.3. The Client acknowledges that it has no authority to instruct with regard to the products supplied by Plug and Bim B.V. Products or Services to be delivered for the purpose of performing the Agreement.

4.4. The Client is obliged to do and refrain from doing anything that is reasonably necessary and desirable to enable timely and correct execution of the assignment. In particular, the Client will ensure that all data of which Plug and Bim B.V. indicates that these are necessary or of which the Client should reasonably understand that they are necessary for the execution of the assignment, to Plug and Bim B.V. in a timely manner. are provided.

4.5. If and insofar as the proper execution of the Agreement requires this, Plug and Bim B.V. the right to engage third parties in the performance of the Agreement. The General Terms and Conditions also apply to the work performed by third parties in the context of the Agreement. These third parties are not authorized to represent.

4.6. Plug and Bim B.V. is not obliged to have work carried out by third parties designated by the Client. The Client is liable for goods for the performance of the Agreement that have been prescribed by or on behalf of the Client, or are or would be delivered by a supplier designated by the Client, as well as for the non-delivery or late delivery thereof.

 

Article 5. Duration and end of the Agreement

5.1. The term of the Agreement is laid down in the Agreement. If no duration is included, the Agreement will be entered into for the duration necessary for the delivery of the Products or Services.

5.2. Business Customer cannot terminate the Agreement prematurely.

5.3. In the event of cancellation, the Client will have to pay the full amount, less the savings for Plug and Bim B.V. arising from the cancellation. Plug and Bim B.V. will then yield the already completed work. If the price is made dependent on the actual price paid by Plug and Bim B.V. costs to be incurred, the price owed by the Client will be calculated on the basis of the costs incurred, the work performed and the profit that Plug and Bim B.V. would have made throughout the work. The amounts remain due after termination of the Agreement and are immediately due and payable from the day of termination.

5.4. Plug and Bim B.V. may suspend or terminate the Agreement at any time if:
• Client has been declared bankrupt;
• Client has been granted suspension of payment;
• The Business Customer's company is dissolved or liquidated.

5.5. Obligations that by their nature are intended to continue after the end of the Agreement will also remain in full force after the end of the Agreement and will apply to the Client and its legal successors.

 

Article 6. Price and payment

6.1. The client pays Plug and Bim B.V. the amount as stated in the Agreement. All products supplied by Plug and Bim B.V. mentioned prices are in euros. In some cases a deposit is required. The amount to be paid is included in the Agreement.

6.2. All products supplied by Plug and Bim B.V. the prices mentioned are exclusive of turnover tax (VAT) and other levies imposed by the government, unless stated otherwise.

6.3. A payment term of 14 days applies to each invoice.

6.4. If a price is based on information provided by the Client and this information turns out to be incorrect, Plug and Bim B.V. the right to adjust the price accordingly, even after the Agreement has already been concluded.

6.5. If the Client does not meet its payment obligation(s) in time, Plug and Bim B.V. pointed out the late payment. After notification of late payment, Plug and Bim B.V. The Client has a period of 14 days to still meet its payment obligations.

6.6. In the event of late payment, the Client is, in addition to the amount due and the statutory interest accruing thereon, obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, jurists, bailiffs and collection agencies.

6.7. Plug and Bim B.V. can inform itself within legal frameworks whether the Client can meet its payment obligations, but also of all facts and factors that are important for a responsible conclusion of the Agreement. If Plug and Bim B.V. on the basis of this research has good reasons not to enter into the Agreement, he is entitled to refuse an order or request with reasons, or to attach special conditions to the implementation, such as prepayment.

 

Article 7. Obligations of the Client

7.1. The Client will ensure that all (technical) information, decisions and data that it believes are necessary for the performance of the Agreement are provided to Plug and Bim B.V. in a timely manner. are provided. The Client is responsible for the correctness and completeness thereof. This includes, but is not limited to, complying with permit applications and other legal requirements.

 

Article 8. Additional work

8.1. All changes in the performance of the Agreement, either at the request of the Client or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, will be regarded as additional work if additional costs are involved. These General Terms and Conditions apply to the additional work.

8.2. If additional work is performed at the request or with the consent of the Client, the additional work will be reimbursed by the Client. Plug and Bim B.V. may refuse to comply with such a request or enter into negotiations.

8.3. The Client accepts that additional work may delay the Delivery of Products and Services, even if a time of Delivery has been agreed. The Client is not entitled to compensation for that delay.

8.4. If (the demand for) additional work occurs during the performance of the Agreement, this will not create grounds for termination or dissolution of the Agreement for the Client.

8.5. Cost-increasing circumstances that are not attributable to Plug and Bim B.V. will be charged as additional work. Plug and Bim B.V. will inform the Client about this as soon as possible.

 

Article 9. Delivery and delivery time

9.1. By Plug and Bim B.V. the delivery periods mentioned are indicative and do not count as strict deadlines, unless the Parties have agreed this in writing.

9.2. Plug and Bim B.V. reserves the right, if possible, to have the necessary goods and equipment delivered to the Client. The ready equipment and goods can be stored at the expense and risk of the Client.

9.3. Plug and Bim B.V. remains the owner of all Products until the Client has fulfilled all its payment obligations towards Plug and Bim B.V., including the amounts due due to a shortcoming.

 

Article 10. Warranty

10.1. Plug and Bim B.V. guarantees that the Services provided and (resulting from) Products or results comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions existing on the date of the conclusion of the Agreement and/or government regulations.

10.2. The Client can claim this guarantee if the defect is noticed within 3 months after Completion and the complaint is reported immediately after discovery of the defect and the complaint is resolved by Plug and Bim B.V. is considered justified. Plug and Bim B.V. will provide a suitable solution in the form of repair or reimbursement of the maximum amount paid by the Client for the relevant part of the Agreement.

10.3. A guarantee provided by Plug and Bim B.V., manufacturer or importer does not affect the legal rights and claims that the Client has under the Agreement.

10.4. The guarantee will lapse if it appears that the Client has not followed the advice of Plug and Bim B.V. followed or did not follow the instructions for use.

 

Article 11. Intellectual Property Rights

11.1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions and advice which Plug and Bim B.V. provided to the Client, are held by Plug and Bim B.V.

11.2. The Client will not perform any acts that may infringe the Intellectual Property Rights of Plug and Bim B.V. and/or its licensors, including but not limited to the full or partial publication and/or reproduction of what is referred to in the previous paragraph without permission. The Client acknowledges and accepts that any unauthorized use or action infringes the Agreement and applicable law.

 

Article 12. Confidentiality

12.1. The Parties will treat information that they provide to each other before, during or after the performance of the Agreement as confidential if this information can reasonably be regarded as confidential, or has been explicitly designated as confidential by one of the Parties. Parties also impose this obligation on their Employees as well as on third parties engaged by them for the implementation of the Agreement.

12.2. The obligation of secrecy also continues after termination of the Agreement for whatever reason, and for as long as the disclosing party can reasonably claim the confidential nature of the information.

12.3. In the event of violation of the provisions of this article, the Client will forfeit an immediately due and payable fine of $ 50,000.00, without prejudice to the right to any compensation.

 

Article 13. Liability

13.1. The liability limitations in this Agreement apply except if and insofar as the damage is the result of intent or willful recklessness on the part of Plug and Bim B.V.

13.2. Plug and Bim B.V. will endeavor to perform the Agreement as carefully and safely as possible. Plug and Bim B.V. cannot influence the final use of the delivered goods. The Client is therefore responsible for the use of the result of the Agreement.

13.3. Delivery of the Agreement releases Plug and Bim B.V. of all liability for defects that the Client had already discovered, or should reasonably have discovered, at the time of Completion.

13.4. The total liability of Plug and Bim B.V. for direct damage suffered by the Client as a result of an attributable shortcoming in the fulfillment of this Agreement, or due to an unlawful act by Plug and Bim B.V., its Employees or third parties engaged by it, is limited per event or a series of related events up to an amount equal to the price stipulated in the Agreement (including VAT), with a maximum of $ 10,000.00.

13.5. Direct damage is exclusively understood to mean: the reasonable costs to determine the cause and extent of the damage, any reasonable costs incurred to remedy the defective performance of Plug and Bim B.V. to the Agreement and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage.

13.6. Liability of Plug and Bim B.V. towards the Client for indirect damage or consequential damage or damage due to loss of turnover or profit, damage due to delay, damage due to loss of data, damage due to exceeding of terms as a result of changed circumstances, damage as a result of the provision of inadequate cooperation, information or materials by the Client and damage due to Plug and Bim B.V. information or advice given, the content of which is not expressly part of the Agreement, is excluded.

13.7. A condition for the existence of any right to compensation is always that the Client reports the damage to Plug and Bim B.V. in writing within a reasonable period, but in any case within two (2) months after the damage arose. reports.

13.8. The liability of Plug and Bim B.V. with regard to an attributable shortcoming in the fulfillment of the Agreement only arises if the Client informs Plug and Bim B.V. immediately and properly declares it in default in writing, stating a reasonable term to remedy the shortcoming, and Plug and Bim B.V. continues to fail imputably in the fulfillment of its obligations, even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that Plug and Bim B.V. able to respond appropriately.

13.9. The client indemnifies Plug and Bim B.V. for all claims from third parties (including customers of the Client) with regard to compensation for damage, costs or interest, related to this Agreement and/or the Service.

13.10. Plug and Bim B.V. cannot be held to fulfill any obligation under the Agreement if Plug and Bim B.V. fulfillment is prevented as a result of force majeure. Plug and Bim B.V. is not liable for any damage resulting from force majeure.

13.11. Force majeure includes, but is not limited to: disruptions of public infrastructure, defects in goods, equipment or software or other source material for which the Client has prescribed the use, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and domestic disturbances.

13.12. If a force majeure situation lasts longer than 90 days, the Parties have the right to dissolve the Agreement in writing. In that case, what has already been performed on the basis of the Agreement will be settled pro rata, without the parties continuing to owe each other for the rest.

 

Article 14. Amendment of General Terms and Conditions

14.1. Plug and Bim B.V. reserves the right to change or supplement these Terms and Conditions. Changes also apply to Agreements already concluded, with due observance of a period of 30 days after notification of the change.

14.2. Changes will be announced via www.plugandbim.com, by e-mail to the Client, or another channel of which Plug and Bim B.V. can prove that the notification has been sent to the Client. Non-substantive changes of minor importance can be made at any time and do not require notification.

 

Article 15. Final provisions

15.1. Dutch law (BWC) applies to the Agreement.

15.2. Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent court in the district where Plug and Bim B.V. has its registered office. is located.

15.3. In these General Terms and Conditions, "in writing" also includes communication by e-mail, provided that the identity of the sender and the integrity of the e-mail are sufficiently established.

15.4. If a provision in the Agreement or General Terms and Conditions proves to be null and void, this will not affect the validity of the entire Agreement or General Terms and Conditions. In that case, the parties will adopt (a) new provision(s) to replace it, which will give shape to the intention of the original provision as far as legally possible.

15.5. Plug and Bim B.V. is entitled to transfer its rights and obligations arising from the Agreement to a third party that Plug and Bim B.V. or the business activities of Plug and Bim B.V. takes over.

 

Name: Plug and Bim B.V.
Address: Rif Fort Village 506F Willemstad Curaçao
Email address: [email protected]
Phone: +59996995382