Terms and Conditions
Name: Moreef
Address: Koolhaaspark 15, 3864 PW Nijkerkerveen, The Netherlands
Phone: (+31) 30 227 01 43
E-mail: info@moreef.com
CoC nr. 82444056
VAT nr. NL862473366B01
Article 1: Definitions
General (delivery) Conditions: these general terms and conditions.
Customer: the person or company to whom Moreef makes an offer/quotation and/or with whom Moreef enters into an agreement.
Product: the modules, molds and other articles created by Moreef.
Service: all work, in whatever form, that Moreef has carried out or is going to carry out for or on behalf of the Customer.
Fee: the financial compensation as agreed with the Customer for carrying out the Assignment.
Assignment: the assignment agreement between Moreef and the Customer.
Agreement: any agreement concluded between Moreef and the Customer.
Article 2: Applicability
1. The General Conditions apply to every offer, every Agreement and every other legal relationship between Moreef and a Customer.
2. The applicability of any purchase or other general conditions of the Customer is herewith explicitly rejected.
3. If Moreef does not always require strict compliance with the General Conditions, this does not mean that the provisions thereof do not apply, or that Moreef would lose the right to strictly observe the provisions of the General Conditions.
4. If any provision of these General delivery Conditions proves to be invalid or voided, the other provisions will remain in full force.
Article 3: Conclusion of Agreement
1. Offers and/or quotations expire after one (1) month, unless explicitly stated otherwise in writing.
2. The Agreement is concluded when Moreef confirms this acceptance in writing after the acceptance of the offer by the Customer, or if this written confirmation is not provided, when it starts to execute the Agreement. Settlement of the stipulated down payment is regarded as acceptance of Moreef’s offer by the Customer.
Article 4: Cancellation
1. The Customer can cancel the Agreement at any time. In that case, the Customer owes 20% of the agreed price or, if the price is determined on the basis of the hours and materials actually spent, of the estimated price. In addition, the Customer is obliged to reimburse all costs that Moreef has already incurred for the Agreement, minus the cost savings that Moreef has as a result of the cancellation.
Article 5: Execution of the Agreement
1. Moreef has the right to execute the Agreement in phases.
2. If the Agreement is executed in phases, Moreef has the right to invoice each executed phase separately and to demand payment for each phase before commencing the execution of the next phase.
3. If the Agreement is performed in phases, Moreef has the right to suspend the execution of those parts that belong to the following phase or phases until the Customer has approved the results of the preceding phase in writing.
4. The Customer will provide Moreef with all information or instructions that are necessary for the implementation of the Agreement or which the Customer should reasonably understand that these are necessary for the implementation of the Agreement in a timely manner.
5. The Customer is responsible and liable for the incorrect and/or incomplete information provided.
6. Moreef has the right to have (part of) the Agreement performed by third parties.
7. The application of Article 7:404, 7:407 paragraph 2 and 7:409 of the DCC is explicitly excluded.
8. The Customer carries the risk for damage in regard to all designs, constructions, drawings, calculations, materials, auxiliaries, suppliers, implementation instructions and designs of Moreef caused by him.
9. The execution of the Agreement will only be scheduled by Moreef when the Customer has paid the agreed down payment.
Article 6: Change of Agreement
1. If during the duration of the Agreement it appears to be necessary to amend or supplement the Agreement for a proper execution, Moreef and the Customer will consult about this.
2. An amendment or addition to the Agreement may affect the time of completion of the Agreement. Moreef will inform the Customer of this. In that case, the Customer can no longer rely on the originally agreed delivery period.
3. Moreef is authorized to pass on any financial consequences of additional or less work resulting from the amendment or addition to the Agreement to the Customer. Moreef will inform the Customer of this in advance.
4. The financial consequences of additional or less work will be settled with the final invoice.
5. Moreef is authorized to pass on cost-increasing circumstances on which a statutory regulation is based to the Customer.
6. If, after the Agreement has been concluded, price increases occur in the raw materials necessary for the execution of the Agreement, Moreef is authorized to pass on these price increases to the Customer. In that case, the Customer who is not acting in the course of a profession or business is authorized to cancel the Agreement free of charge.
Article 7: Terms
1. If a term has been agreed or stated for the delivery of the item or for the performance of certain activities, this term is only indicative and cannot be regarded as a deadline. Therefore, if a delivery period is exceeded, the Customer must give Moreef written notice of default and allow Moreef a reasonable period to still fulfill the Agreement.
2. When Moreef is responsible for the placement of the Product at the Customer, Moreef will notify the Customer of the completion, in writing or orally. The Customer has accepted the result of the Agreement when he declares this to Moreef, or, if such a statement is not made, he does not claim the contrary in writing within 3 days after the notification from Moreef that the Agreement has been completed.
3. The risk for the Product passes on to the Customer upon delivery. When Moreef arranges for the Product to be placed on the Customer’s location, the risk for the Product is transferred through the acceptance of the results of the Agreement pursuant to the second paragraph of this article.
4. If, for whatever reason, the Customer does not want or is unable to receive the Product on the specified delivery date, Moreef is authorized to pass on the additional costs, including the costs for the storage of the Product until delivery is possible.
Article 8: Payment
1. The prices and rates are stated in EURO and include VAT, unless stated otherwise.
2. The Customer is not authorized to set off.
3. Unless otherwise agreed, Moreef will charge 50% of the agreed price or the estimated price as a down payment. The remaining part of the price will be charged in a final invoice after completion of the Agreement.
4. Unless otherwise agreed, the down payment stipulated by Moreef must be made before the start of the execution of the Agreement and payment of the final invoice must be made prior to shipment or collection. Objections to the amount of the invoice do not suspend the payment obligation.
5. If the Customer has not fulfilled his payment obligation within the terms stipulated in the previous paragraph, he will be in default by the mere expiry of that term, without further notice of default being required. From that moment on, the Customer owes interest of 1.5% per month on the outstanding receivables. In addition, the Customer is obliged to reimburse the reasonable costs incurred by Moreef, both judicial and extrajudicial costs for collection.
6. In the event of bankruptcy, suspension of payments or placing under guardianship of the Customer, Moreef’s claims and the Customer’s obligations towards Moreef are immediately due and payable.
Article 9: Retention of title
1. All goods in the context of the Agreement delivered by Moreef remain the property of Moreef until the Customer has paid in full what he owes under the Agreement.
2. The amount owed also concerns the reimbursement of all costs and interest, including earlier and later deliveries and services provided, as well as claims for damages due to failure of compliance.
Article 10: Force majeure
1. Force majeure includes: business disruptions at Moreef or its suppliers, strikes at Moreef or its suppliers, disruptions including traffic jams regardless of the cause, government measures, failure to deliver or delay in deliveries to Moreef, fire, water damage, malfunctions in the supply of energy, or malfunctions in means of communication, malfunctions in hardware and software and destruction of property of the supplier, as well as cases of theft, as well as any circumstance that impedes the normal course of the company as a result of which the fulfillment of the Agreement Moreef cannot reasonably be expected of the Customer.
2. In case of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay compensation as a result.
3. Both Moreef and the Customer can suspend the obligations under the Agreement in whole or in part during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to dissolve the Agreement immediately, by means of written notice, without judicial intervention, without the parties being able to claim any compensation.
4. If at the time of the commencement of force majeure Moreef has partially fulfilled his obligations under the Agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Moreef is entitled to invoice these parts separately. The Customer is obliged to pay this invoice as if it were a separate Agreement.
5. Moreef also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after Moreef should have fulfilled his obligation.
Article 11: Warranty
1. Moreef undertakes to repair defects in materials, construction or installation of the Product that become apparent within three (3) months after delivery or completion, at its expense.
2. This obligation expires when:
– the defect was already perceptibly present at the time of delivery of the Product and the Customer did not stipulate any repair at that time;
– the defect is the result of incorrect use or insufficient maintenance by the Customer;
– without the consent of Moreef, changes or repairs have been carried out to the Product by or on behalf of the Customer;
– the defect is the result of normal wear and tear;
– the defect, according to the Agreement or the other provisions of these General delivery Conditions, is for the account of the Customer;
– the Customer does not give Moreef sufficient opportunity to remedy the defect.
3. In order to be able to claim repair, the Customer must in any case notify Moreef of the detected defect in writing within one (1) month.
4. When a Product is assembled from polyester or concrete, there may be a color difference between these different parts. Such differences cannot be regarded as a defect in the Product and therefore do not entitle the Customer to claim repair, replacement or compensation, or to dissolve the Agreement.
5. The provisions of this article do not affect the other rights of a Customer who does not act in the exercise of a profession or business.
6. Only the Customer can claim a warranty towards Moreef. Third parties, for example the person to whom the Customer has delivered goods, cannot claim a warranty towards Moreef.
Article 12: Liability
1. Moreef is only liable for direct damage on any basis whatsoever that has been caused by deliberate recklessness or intent on the part of Moreef.
2. Moreef is never liable for indirect damage, which in any case includes consequential damage, lost profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this limitation does not go beyond what is permitted under Article 7:24 paragraph 2 of the DCC.
3. If Moreef should be liable for any damage, then Moreef’s liability on any basis whatsoever is limited to the amount to which any insurance that Moreef may claim on affiliated insurance, plus the deductible that Moreef bears in accordance with the insurance.
5. If, for whatever reason, Moreef cannot invoke the limitation of the previous paragraph, the obligation to pay compensation is limited to a maximum of 50% of the net invoice amount of the work delivered or the work performed.
6. The Customer must report the damage for which Moreef can be held liable to Moreef as soon as possible.
Article 13: Intellectual property
1. The rights of intellectual property on the Product and all documents such as drawings, images, technical descriptions and designs that have been established in the context of an offer, quotation or the Agreement rest with Moreef. The Customer is not permitted, without the written permission of Moreef, to reproduce the Product or to reproduce, disclose or provide the documents to third parties.
2. If an offer or quotation does not lead to an Agreement, the Customer must return or destroy all documents pertaining to that offer or quotation at Moreef’s first request.
Article 14: Security and retention of title
1. If, after concluding the Agreement, Moreef cannot reasonably trust that the Customer will fulfill his payment obligation, it can stipulate security. As long as the security is not provided, Moreef is authorized to suspend the execution of the Agreement or to dissolve the Agreement.
2. Ownership of the Product and the other materials delivered will only pass to the Customer when he has paid all that is due under any agreement with Moreef.
3. The Customer is obliged to treat the Product and the other materials delivered with due care and has no right to encumber or pledge them, as long as he has not fully complied with his obligations towards Moreef.
Article 15: Limitation period
1. Contrary to the statutory limitation periods, a limitation period of one year applies to all claims and defenses against Moreef and the third parties (if any) engaged by Moreef.
2. The foregoing does not apply to claims and defenses that are based on the failure of the delivered item to comply with the Agreement, as far as the statutory regulation regarding the obligation to complain has been complied with. In this case, the claims and defenses will lapse two years after Customer has informed Moreef about the defect of the delivered good.
Article 16: Governing Law and Disputes
1. The applicability of the Vienna Sales Convention is excluded.
2. Dutch law is exclusively applicable to all legal relationships to which Moreef is a party.
3. All disputes that arise between Moreef and Customer are exclusively settled by the competent court in Utrecht.