Definitions

‍ 1. Chanz Concepts: Chanz Concepts, established in Helmond under Chamber of Commerce nr. 80984983. 
2.     Client: the party with whom Chanz Concepts has entered into an agreement.  
3.     Parties: Chanz Concepts and the Client together.  
4.     Consumer: A Client who is also an individual and who treats himself as a private person.  

Applicable general terms and conditions 

1.     These conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Chanz Concepts.  
2.     Parties can only deviate from these conditions if they have explicitly agreed upon this in writing.  
3.     Parties expressly exclude the applicability of additional and/or deviating general conditions of the client or third parties.  

Offers and quotations 

1.     Offers and quotations of Chanz Concepts are without obligation, unless explicitly stated otherwise therein.  
2.     An offer or quotation is valid for a maximum period of 1 month, unless another acceptance period is stated in the offer or quotation.  
3.     If the client does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.  
4.     Offers and quotations do not apply to repeat orders, unless parties have explicitly agreed this in writing.  

Acceptance

1.     Upon acceptance of an offer or quotation without obligation, Chanz Concepts reserves the right to withdraw the offer or quotation within 3 days after receipt of the acceptance, without the client being able to derive any rights from this. 
2.     Verbal acceptance by the client only commits Chanz Concepts after written (or electronic) confirmation by the client.    

Prices 

1.     All prices used by Chanz Concepts are in Euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping- or transport costs, unless explicitly stated otherwise or agreed upon otherwise.   
2.     All prices used by Chanz Concepts for its products or services, on its website or otherwise made known, may change at any time.  
3.     The price is calculated in accordance with Chanz Concepts’ usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed upon.  
4.     The price is calculated in accordance with the usual hourly rates of Chanz Concepts, valid for the period in which he performs the work, unless a different hourly rate has been agreed upon.  
5.     If parties have agreed on a total amount for the provision of services by Chanz Concepts, this is always a guide price, unless parties have explicitly agreed in writing on a fixed price from which it is not possible to deviate.  
6.     Chanz Concepts is entitled to deviate up to 10% from the target price.  
7.     If the target price will be more than 10% higher, Chanz Concepts must inform the client in a timely manner why a higher price is justified.  
8.     If the target price is going to be more than 10% higher, the client has the right to cancel the part of the order which exceeds the target price increased by 10%. 
9.     Chanz Concepts has the right to adjust the prices annually. 
10.  Prior to the commencement thereof, Chanz Concepts will communicate price adjustments to the client.  
11.  The client has the right to terminate the agreement with Chanz Concepts if he does not agree with the price increase.  

Consequences of not paying on time 

1.     If the client fails to pay within the agreed term, Chanz Concepts is entitled to charge interest of 1% per month from the day the client is in default, whereby part of a month is counted as a whole month.  
2.     If the client is in default, he will also owe extrajudicial collection costs and possible damages to Chanz Concepts. 
3.     The collection costs are calculated on the basis of the Besluit Vergoeding voor Buitengerechtelijke Incassokosten (Decree for Compensation of Extrajudicial Collection Costs).  
4.     If the client fails to pay on time, Chanz Concepts may suspend its obligations until the client has fulfilled his payment obligation.  
5.     In case of liquidation, bankruptcy, seizure or suspension of payment on the part of the client, the claims of Chanz Concepts against the client are immediately due and payable.  
6.     If the client refuses to cooperate in the execution of the agreement by Chanz Concepts, he is still obliged to pay the agreed price to Chanz Concepts. 

Right of suspension 

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.  

Settlement

Unless the client is a consumer, the client waives his right to set off a debt to Chanz Concepts against a claim against Chanz Concepts.  

Insurance

1.     The customer undertakes to adequately insure the following items and to keep them insured against, among other things, fire, explosion and water damage as well as theft:  –       Delivered goods that are necessary for the execution of the underlying agreement.  –       Goods of Chanz Concepts which are present at the client’s premises.  –       Goods delivered under retention of title.  
2.     At the first request of Chanz Concepts, the client will make the policy of these insurances available for inspection.  

Warranty

When parties have entered into an agreement of a service-based nature, this agreement contains only best-efforts obligations, not result obligations for Chanz Concepts. Warranty.

Execution of the agreement 

1.     Chanz Concepts executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.  
2.     Chanz Concepts has the right to have the agreed services (partially) performed by third parties.  
3.     The performance of the agreement is affected in mutual consultation and after written agreement and payment of any agreed advance by the client.  
4.     It is the client’s responsibility that Chanz Concepts can commence the execution of the agreement in a timely manner. 
5.     If the client has not ensured that Chanz Concepts can commence the execution of the agreement on time, the extra costs and/or extra hours resulting from this will be for the account of the client.  

Provision of information by the client 

1.     The Client shall make all information, data and documents which are relevant for the correct execution of the Agreement available to Chanz Concepts in time, in the desired form and in the desired manner. 
2.     The client guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.  
3.     If and insofar as the client so requests, Chanz Concepts will return the documents in question.  
4.     If the client does not make the information, data or documents reasonably required by Chanz Concepts available, or does not do so on time or properly, and if the execution of the agreement is delayed as a result thereof, the resulting extra costs and extra hours are for the account of the client.  

Intellectual property 

1.     Chanz Concepts retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless parties have agreed otherwise in writing.  
2.     Without the prior written consent of Chanz Concepts, the client is not allowed to copy the said intellectual property rights (or have them copied), show them to third parties and/or make them available to third parties or use them in any other way. 

Penalty clause 

‍ 1.     If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, it shall forfeit an immediately payable penalty for each violation on behalf of trade name.  ·      If the other party is a consumer, this fine amounts to €1,000.·      If the other party is a legal person, this fine amounts to €5,000. 
2.     In addition, the other party forfeits an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues. 
3.     Forfeiture of this penalty does not require prior notice of default or legal proceedings. There is also no need for any form of damage.  
4.     The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of Chanz Concepts, including his right to claim damages in addition to the fine. 

Indemnification

The client indemnifies Chanz Concepts against all claims of third parties relating to the products and/or services delivered by Chanz Concepts.  

Complaints

1.     The client is to inspect a product or service delivered by Chanz Concepts for possible shortcomings as soon as possible. 
2.     If a product delivered or service provided does not meet what the client may reasonably expect from the agreement, the client must inform Chanz Concepts of this as soon as possible, but in any case, within 1 month after discovery of the shortcomings.  
3.     Consumers are required to inform Chanz Concepts within 2 months after discovery of the shortcomings at the latest.  4.     In doing so, the client will provide as detailed a description of the shortcoming as possible, so that Chanz Concepts will be able to respond adequately to it. 
5.     The client is required to demonstrate that the complaint relates to an agreement between parties.  
6.     If a complaint relates to work in progress, this cannot in any case result in Chanz Concepts being required to perform work other than that agreed upon.  

Notice of default 

1.     The client must notify Chanz Concepts in writing of any notice of default.  
2.     It is the client’s responsibility that a notice of default actually (timely) reaches Chanz Concepts. 

Customer joint and several liability 

If Chanz Concepts enters into an agreement with several clients, each of them is jointly and severally liable for the full amounts they owe to Chanz Concepts on the basis of that agreement.

Liability of Chanz Concepts

1.     Chanz Concepts is only liable for any damage suffered by the client if and insofar as such damage has been caused by intent or deliberate recklessness.  If Chanz Concepts is liable for any damage, it is only liable for direct damage resulting from or in connection with the execution of an agreement.  
2.     Chanz Concepts is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.  
3.     In the event Chanz Concepts is liable, this liability is limited to the amount paid out by a (professional) liability insurance taken out and in the absence of (full) payment of the damage amount by an insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.   
4.     All images, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (part) dissolution of the agreement and/or suspension of any obligation.  

Expiry date Any right of the client to compensation for damages of Chanz Concepts expires in any case 12 months after the event from which the liability results directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code. 

Right of dissolution

1.     The client has the right to terminate the agreement when Chanz Concepts fails imputably in the performance of his obligation, unless this shortcoming, in view of its special nature or minor importance, does not justify the termination. 
2.     If the performance of the obligations by Chanz Concepts is not permanently or temporarily impossible, then dissolution can only take place after Chanz Concepts is in default.  
3.     Chanz Concepts has the right to dissolve the agreement with the client, if the client fails to fulfill his obligations under the agreement in full or in a timely manner, or if Chanz Concepts has become aware of circumstances that give him good reason to fear that the client will not be able to fulfill his obligations properly.  

Force Majeure

1.     In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Chanz Concepts in the performance of any obligation towards the client cannot be attributed to Chanz Concepts in a situation independent of the will of Chanz Concepts, as a result of which the performance of his obligations towards the client is wholly or partially impeded, or as a result of which the performance of his obligations cannot reasonably be required of Chanz Concepts.  
2.     The force majeure situation referred to in paragraph 1 also includes – but is not limited to – an emergency situation (such as civil war, uprising, riots, natural disasters, etc.) default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecoms failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions. 
3.     If a situation of force majeure occurs as a result of which Chanz Concepts is unable to fulfill 1 or more obligations to the client, those obligations will be suspended until Chanz Concepts is able to fulfill them again.  
4.     From the moment that a Force Majeure situation has lasted for at least 30 calendar days, both parties may terminate the agreement in writing in whole or in part.  
5.     In a force majeure situation Chanz Concepts is not liable to pay any (damage) compensation, not even if Chanz Concepts enjoys any benefit as a result of the force majeure situation. 

Modification of the agreement

If, after the conclusion of the agreement for its execution, it appears necessary to amend or supplement its contents, the parties shall adjust the agreement accordingly in good time and in mutual consultation.  

Amendment of general terms and conditions 

1.     Chanz Concepts is entitled to amend or supplement these general conditions.  
2.     Changes of minor importance may be made at all times.  
3.     Chanz Concepts shall discuss major changes of content with the client in advance as much as possible.  
4.     Consumers are entitled to terminate the agreement in the event of a material change in the general conditions.  

Transfer of rights 

1.     Client rights arising from an agreement between parties cannot be transferred to third parties without the prior written consent of Chanz Concepts.  
2.     This provision counts as a clause with effect under property law as referred to in Section 3:83 (2) of Book 3 of the Dutch Civil Code.  

Consequences of nullity or voidability 

1.     If one or more provisions of these general conditions prove to be null and void or voidable, this shall not affect the other provisions of these conditions.  
2.     A provision which is null and void or voidable, will in that case be replaced by a provision which comes closest to what Chanz Concepts had in mind when drawing up the conditions in that respect.   

Applicable law and competent court 

1.     Any agreement between the parties shall be governed exclusively by Dutch law.  
2.     The Dutch court in the district where Chanz Concepts has its registered office / maintains its practice / maintains its office is exclusively authorized to take cognizance of any disputes between parties, unless the law imperatively prescribes otherwise.  

This protocol for the General Terms and Conditions was made on February 2022.