Terms & Conditions Floorprofi
Floorprofi milling discs for installing underfloor heating, binding wire for rebar tie wire machines.
Below you will find the General Terms and Conditions. These are always applicable when you use the services of Floorprofi.
Last modified: July 1, 2024
Definitions
General Terms and Conditions: These General Terms and Conditions.
Floorprofi, located at Hoofdweg 101, 9687 PK, Nieuw Beerta, the Netherlands and registered with the Chamber of Commerce under number 2070367.
Consumer: the Client who is not acting in the exercise of a profession or business.
Products: all products as described in the Agreement.
Intellectual Property Rights: rights (of intellectual property) including but not limited to copyrights (including of course the copyright on software), database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, as well as rights to know-how.
Quotation: a written offer from Floorprofi.
Client: the natural person or legal entity, whether or not acting in the exercise of a profession or business, who has entered into an Agreement with Floorprofi.
Delivery: takes place after approval by the Client, after commissioning by the Client or after notification by the Client, after which a response from the Client has not been received within 7 days after notification.
Agreement: The agreement between the Parties under which Floorprofi supplies its Products to the Client, and of which the General Terms and Conditions form an integral part.
Party(ies): Floorprofi and Client together or separately.
Confidential Information: non-public information relating to a Party and information that a Party designates as confidential or that, by virtue of the nature of the information or the circumstances of its disclosure, should be treated as confidential.
Employee: The person who is employed by one of the Parties or who performs work for the relevant Party on an assignment basis.
Business Customer: the Client who acts in the exercise of a profession or business.
Applicability and interpretation
The General Terms and Conditions apply to and form part of every (legal) act relating to the preparation, establishment or execution of the Agreement. The General Terms and Conditions also apply to all subsequent Agreements between Client and Floorprofi, if Client has accepted their validity in previous Agreements with Floorprofi.
The applicability of any purchasing or other conditions of the Client is expressly excluded.
Provisions or conditions set by the Client that deviate from or do not appear in the General Terms and Conditions shall only apply to the Agreement to the extent that the Parties agree to this in writing.
In the event that specific product, promotion or service conditions apply in addition to these General Terms and Conditions, those conditions also apply, but in the event of conflicting conditions the Consumer can always invoke the applicable provision that is most favourable to him.
Formation of the Agreement
All quotations and other offers from Floorprofi are without obligation and valid for a period of 14 days.
The Agreement is concluded at the moment of acceptance by the Client of the Offer from Floorprofi and the fulfillment of the conditions set by Floorprofi. If the Consumer has accepted the offer electronically, Floorprofi will immediately confirm receipt of acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed, the Consumer has the option to terminate the Agreement.
An offer is in any case deemed to have been accepted if the Agreement is executed without objection. The offer can be accepted both verbally and in writing.
Execution of the Agreement
Floorprofi will commence implementation after the Agreement has been concluded, on the date or time as agreed in the Agreement. If no date of fulfilment has been agreed, Floorprofi will commence implementation of the Agreement immediately.
If delivery cannot be made within the agreed term, Floorprofi will inform the Client thereof. Business customer is deemed to agree to a new delivery date. Consumer is given the opportunity to terminate the Agreement free of charge.
The Client acknowledges that it has no authority to give instructions with regard to the Products to be supplied by Floorprofi for the purpose of executing the Agreement.
The Client is obliged to do and refrain from doing everything that is reasonably necessary and desirable to enable timely and correct execution of the assignment. In particular, the Client shall ensure that all data that Floorprofi indicates is necessary or that the Client should reasonably understand is necessary for the execution of the assignment, are provided to Floorprofi in a timely manner.
If and to the extent that proper execution of the Agreement requires this, Floorprofi has the right to engage third parties in the execution of the Agreement. The General Terms and Conditions also apply to the work that third parties perform in the context of the Agreement. These third parties are not authorized to represent.
Floorprofi is not obliged to have work carried out by third parties designated by the Client. The Client is liable for goods for the purpose of executing 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.
Duration and termination of the Agreement
The duration of the Agreement is set out in the Agreement. If no duration is included, the Agreement is entered into for the duration necessary for the delivery of the Products.
Consumer may terminate the Agreement at any time with a notice period of one month. If there is a term of up to one year, this possibility only exists after the end of the term of the Agreement.
Business Customer cannot cancel the Agreement prematurely.
In the event of termination, the Client will have to pay the full amount, minus the savings that Floorprofi will make as a result of the termination. Floorprofi will then deliver the work that has already been completed. If the price is dependent on the actual costs to be incurred by Floorprofi, the price owed by the Client will be calculated on the basis of the costs incurred, the work performed and the profit that Floorprofi would have made on the entire work. The amounts remain due after termination of the Agreement and are immediately due and payable from the day of termination.
Floorprofi may suspend or terminate the Agreement at any time if:
Client has been declared bankrupt;
The client has been granted a suspension of payments;
The Business Customer's company is dissolved or liquidated.
Obligations which by their nature are intended to continue after the end of the Agreement shall remain in full force and effect after the end of the Agreement and shall apply to the Client and its legal successors.
Price and payment
Client shall pay Floorprofi the amount as stated in the Agreement. All prices stated by Floorprofi are in euros. In some cases a down payment is required. The amount to be paid shall be included in the Agreement.
All prices stated by Floorprofi include sales tax (VAT) and other government levies, unless stated otherwise.
Each invoice has a payment term of 8 days.
If a price is based on data provided by the Client and this data proves to be incorrect, Floorprofi has the right to adjust the price accordingly, even after the Agreement has already been concluded. After this adjustment, the Consumer has the right to terminate the Agreement.
If the Client does not meet his payment obligation(s) on time, Floorprofi will notify him of the late payment. After notification of the late payment, Floorprofi will grant the Client a period of 14 days to still meet his payment obligations.
In the event of late payment, the Client is obliged, in addition to the amount owed and the statutory interest accrued thereon, to fully reimburse both extrajudicial and judicial collection costs, including the costs of lawyers, legal experts, bailiffs and collection agencies.
Floorprofi may, within the legal framework, inquire 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, based on this investigation, Floorprofi has good reasons not to enter into the Agreement, it is entitled to refuse an order or request with reasons or to attach special conditions to the execution, such as advance payment.
Client Obligations
Client shall ensure that all (technical) information, decisions and data that he deems necessary for the performance of the Agreement are provided to Floorprofi in a timely manner. Client is responsible for the correctness and completeness thereof. This includes, but is not limited to, compliance with permit applications and other legal requirements.
Additional work
Any 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, shall be considered additional work if additional costs are involved. These General Terms and Conditions apply to the additional work.
If additional work has been performed at the request or with the permission of the Client, the additional work will be reimbursed by the Client. Floorprofi may refuse to comply with such a request or enter into negotiations.
Client accepts that additional work may cause delays in the Delivery of Products, even if a time of Delivery has been agreed. Client is not entitled to compensation for such delay.
If additional work occurs during the performance of the Agreement, this does not constitute grounds for termination or cancellation of the Agreement by the Client.
Cost-increasing circumstances that are not attributable to Floorprofi will be settled as additional work. Floorprofi will inform the Client of this as soon as possible. In that case, the Consumer has the option to terminate the Agreement.
Delivery and delivery time
Delivery times stated by Floorprofi are indicative and do not apply as a fatal term, unless the Parties have agreed to this in writing.
Floorprofi reserves the right to have the necessary goods and equipment delivered to the Client, if possible. The ready equipment and goods can be stored at the expense and risk of the Client.
Floorprofi remains the owner of all Products until the Client has fulfilled all its payment obligations towards Floorprofi, including amounts owed due to a shortcoming.
Warranty
Floorprofi guarantees that the Services delivered and (resulting) 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 and/or government regulations in force on the date the Agreement was concluded.
Client may claim this guarantee if the defect is noticed within 3 months after Delivery and the complaint is reported immediately after discovery of the defect and the complaint is deemed justified by Floorprofi. Floorprofi will ensure a suitable solution in the form of repair or compensation of a maximum of the amount paid by Client for the relevant part of the Agreement.
A guarantee provided by Floorprofi, manufacturer or importer does not affect the statutory rights and claims that the Client has under the Agreement.
The warranty will lapse if it appears that the Client has not followed Floorprofi's advice or has not complied with the instructions for use.
Intellectual Property Rights
The Intellectual Property Rights, including all images, drawings, (technical) descriptions and advice which Floorprofi provides to the Client, are vested in Floorprofi.
Client shall not perform any actions that may infringe the Intellectual Property Rights of Floorprofi and/or its licensors, including but not limited to the complete or partial publication and/or reproduction of the information referred to in the previous paragraph without permission. Client acknowledges and accepts that any unauthorized use or action infringes the Agreement and the applicable legislation.
Confidentiality
Parties shall 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 considered confidential or has been explicitly designated as confidential by one of the Parties. Parties shall also impose this obligation on their Employees and on third parties engaged by them for the performance of the Agreement.
The obligation of confidentiality shall continue to exist after termination of the Agreement for any reason whatsoever, and for as long as the disclosing party can reasonably claim the confidential nature of the information.
Liability
The liability limitations in this Agreement apply except if and to the extent that the damage is the result of intent or deliberate recklessness on the part of Floorprofi.
Floorprofi will make every effort to execute the Agreement as carefully and safely as possible. Floorprofi cannot influence the final use of the delivered goods. The Client is therefore responsible for the use of the result of the Agreement.
Delivery of the Agreement releases Floorprofi from all liability for defects that the Client had already discovered at the time of Delivery, or should reasonably have discovered.
Floorprofi's total liability for direct damage suffered by the Client as a result of an attributable failure to comply with this Agreement, or as a result of an unlawful act by Floorprofi, its Employees or third parties engaged by it, is limited per event or a series of related events to an amount equal to the price agreed in the Agreement (including VAT), with a maximum of € 100.00.
Direct damage is understood to mean exclusively: the reasonable costs of determining the cause and extent of the damage, any reasonable costs incurred to ensure that Floorprofi's defective performance complies with the Agreement and reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have led to a limitation of direct damage.
Floorprofi's liability towards the Client for indirect damage or consequential damage or damage due to lost turnover or profit, damage due to delay, damage due to loss of data, damage due to exceeding deadlines 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 information or advice provided by Floorprofi, the content of which does not expressly form part of the Agreement, is excluded.
A condition for any right to compensation is that the Client reports the damage to Floorprofi in writing within a reasonable period, but in any case within two (2) months after it occurred.
Floorprofi's liability with regard to attributable failure to comply with the Agreement shall only arise if the Client immediately and properly notifies Floorprofi in writing of the default, setting a reasonable term for remedying the default, and Floorprofi continues to fail to comply with its obligations after that term. The notice of default must contain as detailed a description of the default as possible, so that Floorprofi is able to respond adequately.
The Client indemnifies Floorprofi against all claims from third parties (including customers of the Client) regarding compensation for damages, costs or interest related to this Agreement and/or the Service.
Floorprofi cannot be held to fulfill any obligation under the Agreement if Floorprofi is prevented from fulfilling the obligation as a result of force majeure. Floorprofi is not liable for any damage resulting from force majeure.
Force majeure includes, but is not limited to: disruptions of public infrastructure, defects in items, equipment or software or other source material the use of which has been prescribed by the Client, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and internal unrest.
If a force majeure situation lasts longer than 90 days, the Parties have the right to terminate the Agreement in writing. In that case, what has already been performed under the Agreement will be settled proportionally, without the Parties remaining indebted to each other for the remainder.
Changes to General Terms and Conditions
Floorprofi reserves the right to change or supplement these General Terms and Conditions. Changes also apply to Agreements already concluded, taking into account a period of 30 days after the announcement of the change.
Changes will be announced by email to Client, or another channel of which Floorprofi can prove that the announcement was sent to Client. Non-substantive changes of minor importance can be implemented at any time and do not require notification.
If a Consumer does not wish to accept a change, the Consumer must inform Floorprofi of this within 30 days after the announcement. Floorprofi can then reconsider the change. If Floorprofi does not withdraw the change, the Consumer can terminate the Agreement up to the date on which the new conditions come into effect, by this date.
Final provisions
The Agreement is governed by Dutch law.
Unless otherwise prescribed by mandatory law, all disputes that may arise in connection with the Agreement will be submitted to the competent Dutch court in the district where Floorprofi is established.
In these General Terms and Conditions, “written” also includes communication by e-mail, provided that the identity of the sender and the integrity of the e-mail are sufficiently established.
If any provision in the Agreement or General Terms and Conditions proves to be null and void, this shall not affect the validity of the entire Agreement or General Terms and Conditions. In that case, the Parties shall establish (a) new provision(s) as a replacement, which shall give effect to the intention of the original provision as much as legally possible.
Floorprofi is entitled to transfer its rights and obligations arising from the Agreement to a third party that takes over Floorprofi or the business activities of Floorprofi.
Name: Floorprofi
Address: Hoofdweg 101, 9687 PK, Nieuw Beerta, The Netherlands
Email address: info@floorprofi.nl
Tel. no.: 0645794445