General terms and conditions of sale, delivery and payment WiredWorkers Nederland

Article 1: Definitions

1.1 WiredWorkers Nederland B.V. (hereinafter referred to as “WiredWorkers”): WiredWorkers, the private limited liability company, with its registered office in Didam and place of business at Logistiekweg 34, 7007 CJ in Doetinchem, as well as its legal successors by universal or special title.

1.2 Client: Any natural or legal person with whom WiredWorkers enters into a (written) agreement. Client also means owner and/or user of the product or service or the persons or companies engaged by it or on its behalf.

1.3 Order; The work to be performed for the purpose of which the customer enters into an agreement with WiredWorkers for a product or service to be delivered.

1.4 Agreement; The agreement concluded by the parties in accordance with article 3 to supply products or services, any change or addition thereto, as well as all (legal) acts for the execution of that agreement and, in retrospect, all (legal) acts necessary for entering into that agreement.

Article 2: Application​

2.1 These general terms and conditions apply to all legal relationships in which WiredWorkers acts as the contractor and supplier of goods and/or services. These terms and conditions also apply to contracts with WiredWorkers for the performance of which WiredWorkers must involve third parties.

2.2 They also apply to negotiations concerning such orders or agreements, even if the negotiations do not lead to the conclusion of an agreement.

2.3 They shall also apply to all future deliveries, services and offers, even if the conditions are not attached again.

2.4 These terms and conditions may only be deviated from if the parties agree to this in writing.

2.5 The applicability of the general terms and conditions used by the client is expressly excluded.

2.6 If one or more provisions of these terms and conditions are wholly or partially void or annulled at any time, the remaining provisions of these terms and conditions will remain fully applicable. WiredWorkers and the customer will consult to agree new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and purport of the original provisions.

2.7 If there is any uncertainty about the interpretation of one or more provisions of these terms and conditions, the interpretation must be in the spirit of these provisions. This also applies if a situation arises between the parties that is not regulated in these terms and conditions.

2.8 In the event of differences between the meaning of the Dutch text and that of translations thereof, the provisions of the Dutch text shall apply between the parties.

2.9 If WiredWorkers does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that WiredWorkers would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases to any extent. 

Article 3: Quotation and formation of an agreement

3.1 All offers of WiredWorkers are without obligation, unless the offer contains a term for acceptance. A quotation expires if the product or service to which it relates is no longer available in the meantime.

3.2 Offers made by WiredWorkers are only binding once we have confirmed an order in writing.

3.3 WiredWorkers cannot be held to its offer if the customer can reasonably understand that the offer, or a part thereof, contains an obvious mistake or error.

3.4 The prices quoted in the offer by WiredWorkers are exclusive of VAT and other government levies, any costs incurred in the context of the agreement, including in any case packaging, insurance, shipping, delivery costs and costs to prevent or limit damage, unless stated otherwise.

3.5 A compound quotation does not oblige WiredWorkers to perform part of the order for a corresponding part of the quoted price. Offers do not automatically apply to future orders.

3.6 The customer cannot derive any rights from advice and information provided by the contractor if these do not directly relate to the order.

3.7 Quotations are based on information provided by the customer to WiredWorkers. If this information is incomplete or incorrect at any time, all costs and damages arising from this will be for the account of the customer. This includes calculations, programming and functional suitability of prescribed materials.

Article 4: Duration of the contract, performance and amendment of the agreement

4.1 The contract between WiredWorkers and the customer is concluded for the duration of the order, unless the nature of the contract dictates otherwise or if the parties expressly agree otherwise in writing.

4.2 WiredWorkers is entitled to have work performed by third parties.

4.3 The customer is obliged to ensure that all information and documents relevant to the performance of the contract are in the possession of WiredWorkers in good time. WiredWorkers accepts no liability whatsoever for the incorrectness, inaccuracy or incompleteness of the information or documents.

4.4 If during the execution of the agreement it appears that for a proper execution thereof is necessary to change or supplement it, then parties will timely and in mutual consultation to adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or instruction of the client, the competent authorities, etcetera, is changed and the agreement is thereby qualitatively and / or quantitatively changed, then this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. WiredWorkers will quote as much of this as possible in advance. In addition, an amendment to the agreement may change the originally stated term of execution.

4.5 At the written request of the customer, WiredWorkers will carry out all changes to the order specified by the customer, provided that these changes are reasonably feasible and the customer declares that he is prepared to pay the additional costs specified.

4.6 Without being in default, WiredWorkers may refuse a request to amend the contract if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.

4.7 If the customer defaults on the proper performance of its obligations to WiredWorkers, the customer is liable for all direct or indirect damage suffered by WiredWorkers as a result.

4.8 WiredWorkers is entitled to increase the price without the customer being entitled to dissolve the agreement for that reason, if the increase in a price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or for other reasons that could not reasonably have been foreseen when the agreement was concluded.

4.9 If, other than as a result of a change in the agreement, the price increase exceeds 10% and takes place within three months of the agreement being concluded, the customer is entitled to dissolve the agreement by means of a written statement, unless WiredWorkers is still prepared to perform the agreement on the basis of the original agreement, or if the price increase is the result of a power or an obligation incumbent on WiredWorkers under the law, or if it is stipulated that delivery will take place more than three months after the purchase.

Article 5: Product documentation and use of the product​

5.1 All documents, illustrations, drawings, specifications, weight and measurement data have been drawn up as carefully as possible, but are only general indications. They are not exact and no rights can be derived from them, unless it is explicitly stated that they are binding.

5.2 Client is obliged to use products only for activities that WiredWorkers deems appropriate. WiredWorkers will draw up a description for this, possibly supplemented with photo and/or video material.

5.3 Client declares to have read and understood the supplied User Manual prior to using the product. Client declares to act in accordance with the contents of the User Manual at all times.

5.4 Client declares to be familiar with the risks when using the product for a person or goods of client or of third parties who use the product or will be present during the execution thereof.

5.5 Client hereby declares at his own expense and risk to take appropriate measures and provisions for WiredWorkers, including:

– Internet connection;
– Power supply of at least 230 Volt;
– Pneumatic facilities;

5.6 Client hereby declares to understand that taking the measures and facilities mentioned are necessary for normal use of the product.

5.7 The Customer will agree together with WiredWorkers whether the software programming is at the expense and risk of the Customer.

5.8 The Customer is obliged to assess whether a licence and/or exemption is required and, if necessary, to ensure this.

5.9 If and to the extent that any necessary or obtained permit and/or exemption or any legal obligation requires adjustments or provisions to be made in view of (the nature of) the use of the product, this will not be regarded as a defect on the part of the customer. WiredWorkers is not liable for the costs of these adjustments or provisions or for (other) related damage.

Article 6: Delivery​

6.1 If a deadline has been agreed or given for the completion of certain work or for the delivery of certain goods, this is never a deadline. If a deadline is exceeded, the customer must give WiredWorkers written notice of default. WiredWorkers must be given a reasonable period to still perform the contract.

6.2 The starting date of delivery is the first day after the contract is concluded, on which all information and documentation required for the execution of the order are in the possession of WiredWorkers and on which all formalities necessary for the commencement of the work have been completed.

6.3 WiredWorkers is not liable for deliveries that cannot be delivered or are delayed due to delays or incomplete deliveries caused by the supplier concerned.

6.4 Delivery shall take place at the destination of the customer. This does not mean that WiredWorkers is automatically responsible and bears the costs for export documents, customs clearance and import duties. This will be agreed in advance between the parties.

6.5 The customer is obliged to take delivery of the goods when they are made available to it. If the customer refuses to take delivery or fails to provide the information or instructions necessary for delivery, WiredWorkers is entitled to store the goods at the customer’s expense and risk.

6.6 The delivery is completed as follows;

- the customer has taken delivery of and approved the product/service;
- the product/service has been put into use by the Client;
- WiredWorkers has informed the customer in writing or by email that the product/service has been completed and the customer has not notified an approval in writing or by email within seven working days;
- the customer does not approve the product on the grounds of minor defects or missing parts, which, provided they can be repaired or supplied within a reasonable period of time and which do not prevent the product from being put into use.

Article 7 Invoicing and payment

7.1 The payment terms are subject to the relevant agreement between WiredWorkers and the customer.

7.2 In the absence of a payment term in the agreement, payment must be made by the customer within four weeks of WiredWorkers’ invoice.

7.3 The payment term in question is a deadline and the customer is in default by operation of law.

7.4 After that period, the customer will owe interest on the invoiced amount at 1% per month or part of a month, unless the statutory interest rate is higher. All legal and other costs incurred by WiredWorkers in collecting outstanding invoices are for the account of the customer.

7.5 WiredWorkers is entitled to have the payments made by the customer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.

7.6 Payment by the customer must be made effectively in the agreed currency and without set-off, discount and/or suspension.

7.7 WiredWorkers may demand security when concluding the contract.

7.8 After the contract has been concluded, WiredWorkers can demand security if it has good reason to fear that the customer will not fulfil its payment obligation.

7.9 If and as long as the customer refuses to provide security or is unable to do so, WiredWorkers is entitled to interrupt the execution of the work or to dissolve the agreement, insofar as this is justified.

7.10 Objections to the amount of an invoice do not suspend the payment obligation.

7.11 Any objections to invoices must be submitted by the customer within two weeks of receipt of the invoice in question.

Article 8 Suspension and dissolution of the agreement

8.1 WiredWorkers is entitled to suspend the fulfilment of its obligations or to dissolve the agreement, if:

- the customer fails to fulfil his obligations under the agreement, does not fulfil them in full or does not fulfil them on time;
- after the conclusion of the contract, circumstances that have come to the knowledge of WiredWorkers give WiredWorkers good reason to fear that the customer will not fulfil the obligations;
- when concluding the agreement, the customer was asked to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient;

​If the delay on the part of the customer means that WiredWorkers can no longer be required to fulfil the agreement on the originally agreed conditions, it is entitled to dissolve the agreement

8.2 WiredWorkers is also entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that WiredWorkers cannot reasonably be required to maintain the agreement unchanged.

8.3 If the contract is terminated, WiredWorkers’ claims against the customer are immediately due and payable. If WiredWorkers suspends fulfilment of its obligations, it shall retain its rights under the law and the agreement.

8.4 If WiredWorkers suspends or dissolves the agreement, it is not obliged to compensate any damage or costs that may arise as a result.

8.5 If the dissolution is attributable to the customer, WiredWorkers is entitled to compensation for damages, including costs, incurred directly or indirectly as a result.

8.6 If the customer fails to fulfil his obligations under the agreement and justifies dissolution, WiredWorkers is entitled to dissolve the agreement immediately and with immediate effect, without any obligation to pay any compensation or indemnification, while the customer is obliged to pay compensation or indemnification on account of non-performance.

8.7 In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment is not lifted within three months – at the expense of the customer, debt restructuring or any other circumstance as a result of which the customer can no longer freely dispose of its assets, WiredWorkers is free to terminate the contract immediately and with immediate effect or to cancel the order, without any obligation on its part to pay any compensation or indemnity. In that case, WiredWorkers’ claims against the customer are immediately due and payable.

8.8 If the customer cancels an order placed in whole or in part, the items ordered or prepared for that order, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the customer.

Article 9: Guarantees, investigation and complaints, limitation period​

9.1 The products and services delivered by WiredWorkers meet the usual requirements and standards that can reasonably be set at the time of delivery and are agreed between WiredWorkers and the customer.

9.2 The guarantee referred to in paragraph 1 of this article applies for a period agreed in advance for each part after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise.

If the guarantee provided by WiredWorkers concerns a product produced or delivered by a third party, the guarantee is limited to the guarantee provided by the producer of the item, unless otherwise stated.

9.3 Any form of warranty is void if a defect has arisen as a result of or results from ignoring statutory or official regulations concerning the operation or handling of the delivered goods or the instructions for use, normal wear and tear, injudicious or improper use thereof or incorrect storage or maintenance thereof by the customer and/or by third parties when, without written permission from WiredWorkers, the customer or third parties have made changes to the item or have tried to make changes to the item, other items have been attached to it that should not be attached to it or if these were processed or treated on a basis other than the prescribed one. Nor is the customer entitled to a warranty claim if the defect is the result of or is the result of circumstances beyond WiredWorkers’ control.

9.4 The customer is obliged to examine the goods delivered (or have them examined) immediately when the goods are made available to it or the work in question has been carried out.

The customer must also check whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect.

9.5 Any visible defects must be reported to WiredWorkers in writing within seven days of delivery. Any invisible defects must be reported to WiredWorkers in writing immediately, but in any case within fourteen days of discovery. The report must contain as detailed a description as possible of the defect, so that WiredWorkers is able to respond adequately. The customer must give WiredWorkers the opportunity to investigate a complaint or have it investigated.

9.6 If a defect is reported later, the customer is no longer entitled to repair, replacement or replacement compensation.

9.7 If it is established that the delivered goods are defective and a complaint has been submitted in good time, WiredWorkers will replace the product if the product is defective within a reasonable period of time after it has been returned or, if it is not reasonably possible to return the product, written notification of the defect by the customer. In the event of replacement, the customer is obliged to return the item to be replaced to WiredWorkers and to transfer ownership thereof to WiredWorkers, unless WiredWorkers indicates otherwise. Defects in the services are subject to repair.

9.8 Complaints do not suspend the customer’s payment obligation.

9.9 If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, will be borne entirely by the customer.

9.10 After expiry of the guarantee period, all costs for repair or replacement, including other costs such as, but not limited to, shipping and call-out costs, will be charged to the client.

Article 10: Liability​

10.1 If WiredWorkers is liable, this liability is limited to the provisions of this provision.

10.2 WiredWorkers is only liable for direct/direct damage that is exclusively the result of an attributable failure to fulfil an obligation that is due and payable.

10.3 WiredWorkers is insured against damage. For each claim, the assessment of liability is left to the insurer. If there is liability, but the total damage exceeds the maximum amount insured per claim, the payment will be divided pro rata among the injured parties involved.

10.4 If and to the extent that no payment is made under this insurance for whatever reason, the liability for damage will be explicitly limited to the invoice amount, excluding VAT on the delivery to which the damage relates, or at least the part to which the damage relates.

10.5 In the event of a failure on the part of WiredWorkers to perform the contract, the customer shall inform WiredWorkers as soon as possible in writing, clearly describing the failure and giving WiredWorkers a reasonable period in which to remedy it.

10.6 WiredWorkers is niet aansprakelijk voor schade, van welke aard ook, ontstaan doordat WiredWorkers is uitgegaan van door of namens de opdrachtgever verstrekte onjuiste en/ of onvolledige informatie en documenten.

10.7 WiredWorkers is never liable for;

- indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption;
- damage to goods located in the vicinity of the place of work.
- damage caused by intent or willful recklessness on the part of auxiliary persons.
- damage caused by the manner and place of storage, including but not limited to damage caused by weather conditions, water levels, fire and explosion.
- damage that arises as a result of the nature and natural condition of the goods given in storage.

10.8 WiredWorkers is not liable for errors of third parties engaged in the execution of an order. The applicability of Section 6:76 of the Dutch Civil Code is excluded.

Article 11: Force majeure

11.1 WiredWorkers is not obliged to fulfil any obligation towards the customer if it is hindered to do so as a result of circumstances that cannot be attributed to any fault on its part and for which it is not responsible by virtue of the law, a legal act or generally accepted practice.

11.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and case law, all external causes, foreseen or unforeseen, over which WiredWorkers has no influence, but which prevent WiredWorkers from fulfilling its obligations. These include thunderstorms or storms established by the KNMI, earthquakes, fire, loss or theft of property, the loss of materials to be processed, road blockades and import or trade restrictions. This also includes strikes at the WiredWorkers company or strikes and delays by third parties. WiredWorkers is also entitled to invoke force majeure if the circumstance that prevents (further) fulfilment of the agreement occurs after WiredWorkers should have fulfilled its obligation.

11.3 WiredWorkers may suspend its obligations under the contract during the period of force majeure. If this period lasts longer than three months, either party is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.

11.4 Insofar as WiredWorkers has already partially fulfilled or will be able to fulfil its obligations under the agreement at the time of the occurrence of force majeure, and the part already fulfilled or still to be fulfilled has independent value, WiredWorkers is entitled to invoice the part already fulfilled or still to be fulfilled separately. The customer is obliged to pay this invoice as if it were a separate agreement.

Article 12: Transfer of risk

12.1 The risk of loss, damage or depreciation shall pass to the principal at the time when the goods are brought under the principal’s control. Even if the principal installs or assembles the product, the risk shall pass at the moment when the principal makes the goods available.

12.2 In the event of a trade-in and the customer is awaiting delivery of a new item and continues to use the item to be traded in, the risk in the item to be traded in shall remain with the customer until the moment that the latter has placed it in the possession of WiredWorkers.

Article 13: Indemnification​

13.1 The customer indemnifies WiredWorkers against all claims by third parties as a result of damage suffered in connection with the performance of the contract, the cause of which is attributable to parties other than WiredWorkers.

13.2 If WiredWorkers is sued by third parties for this reason, the customer is obliged to assist WiredWorkers both extrajudicially and legally and to immediately do all that may be expected of it in that case. If the customer fails to take adequate measures, WiredWorkers is entitled to do so itself, without notice of default being required. All costs and damage incurred by WiredWorkers and third parties as a result are entirely at the customer’s expense and risk.

Article 14: Retention of title and pledge​

14.1 After delivery, WiredWorkers remains the owner of the delivered goods for as long as the customer;
- fails or will fail to meet its obligations under this agreement;
- does not pay or will not pay for work performed or to be performed under the agreement;
- has not paid claims arising from the non-fulfilment of the aforementioned agreements, such as damage, penalties, interest and costs.

14.2 As long as the delivered goods are subject to retention of title, the client may not pledge or encumber them outside its business operations.

14.3 After WiredWorkers has invoked its retention of title, it may retrieve the goods. The customer allows WiredWorkers to enter the location where the goods are located.

14.4 If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights to them, the customer is obliged to inform WiredWorkers as soon as possible.

Article 15: Intellectual property​

15.1 WiredWorkers reserves the rights and powers it may have under intellectual property laws and regulations.

15.2 The data resulting from the rights and authorities to which WiredWorkers is entitled may not be copied, used or shown to third parties without permission.

15.3 WiredWorkers has the right to use the knowledge gained on its side during the execution of an agreement for other purposes, as long as no strictly confidential information of the customer is brought to the attention of third parties.

15.4 Franka Emika retains in any case, but not exclusively, all property rights and copyrights to all illustrations, drawings and other documents.

15.5 WiredWorkers cannot be held liable for any infringement by the customer of rights and powers in the field of Intellectual Property belonging to third parties.

Article 16: Confidentiality​

16.1 During the term of the agreement, as well as after termination of the agreement, the parties undertake to maintain absolute confidentiality with regard to the agreement:
- Data that are or will be provided to each other directly or indirectly;
-Relating to the performance of the work to be performed;
- Relating to business matters.

Regardless of the manner in which they came to their knowledge.

16.2 The parties are prohibited from providing third parties with this confidential information during the term of this agreement, as well as after termination of this agreement, without the prior written consent of the client, unless this would fit in with the normal performance of the agreement.

Article 17:  Privacy 

17.1 WiredWorkers also undertakes to maintain confidentiality with regard to personal data it receives, unless any provision of legislation or regulations stipulates otherwise or disclosure to third parties is necessary for the performance of the agreement.

17.2 WiredWorkers will take appropriate measures to protect confidential information and personal data.

17.3 Processing of personal data takes place in accordance with the applicable (inter)national laws and regulations.

Article 18 Applicable law/competent court

18.1 Dutch law shall apply to all agreements to which the contractor is a party. The court in the place where WiredWorkers has its registered office has exclusive jurisdiction to hear disputes, unless the law requires otherwise.

Article 19: Location and change of conditions​

19.1 These terms and conditions have been filed with the Chamber of Commerce in Arnhem under number 70241848.

19.2 The most recently filed version or, as the case may be, the version applicable at the time the legal relationship with WiredWorkers was established will always apply.