General terms and conditions of Holthinrichs Watches B.V.
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Article 1 - Definitions
Offer: any offer by Holthinrichs Watches B.V. to the Client;
General Terms and Conditions: the entirety of the provisions as listed below;
Day: calendar day;
Employee(s): persons employed by Holthinrichs Watches B.V. or one of the companies affiliated with Holthinrichs Watches B.V. as well as the auxiliary persons hired by Holthinrichs Watches B.V;
Client/Buyer (hereinafter referred to as the Client): the party with whom Holthinrichs Watches B.V. negotiates the establishment of the Agreement and/or with whom Holthinrichs Watches B.V. concludes the Agreement;
Contractor (hereinafter: Holthinrichs Watches): Holthinrichs Watches whose registered address is Lange Geer 72, 2611 PW in Delft, registered with the Chamber of Commerce under number 0638114647;
Delivery term: the indicative term stated by Holthinrichs Watches for the completion of the Performance or part thereof;
Agreement: an agreement entered into between Holthinrichs Watches and the Client including any changes(s) agreed upon after the establishment and the agreed additional or less work;
Party (-ies): Client or Holthinrichs Watches. When the term is used in plural form, Client and Holthinrichs Watches are meant;
Performance: the performance of all agreed work and the delivery of goods in accordance with the Agreement, which in any case includes the design, manufacture and sale of watches, watches and technical components thereof by means of 3D printing of the watch case (exterior of the watch), machining technology (milling, turning) and far-reaching manual finishing, as well as the manufacture of small series and work on demand.
Article 2 – Applicability
2.1 These General Terms and Conditions apply to all Offers of Holthinrichs Watches and/or all Agreements concluded with Holthinrichs Watches and to all other legal relations between the Client and Holthinrichs Watches.
2.2 The applicability of any purchase and/or other terms and conditions of the Client is expressly rejected. In case the Client refers to her own terms and conditions and declares those terms and conditions applicable, the Parties expressly agree through acceptance of these General Terms and Conditions that Holthinrichs Watches will not be bound by those terms and conditions of the Client.
2.3 Prior to the conclusion of the Agreement, the text of these General Terms and Conditions shall be made available to the Client. If this is not reasonably possible, before the Agreement is concluded, Holthinrichs Watches will indicate the manner in which the General Terms and Conditions can be inspected at Holthinrichs Watches and that they will be sent free of charge by e-mail at the Client's request as soon as possible.
2.4 Holthinrichs Watches is entitled to unilaterally modify these General Terms and Conditions. In such cases, Holthinrichs Watches will notify the Client of the changes in a timely manner. There will be at least 30 days between this notification and the coming into force of the amended General Terms and Conditions. The consumer Client may object to the change in writing within 30 Days after the consumer Client has been notified of the change. If the consumer Client objects, the already applicable General Terms and Conditions will remain in force. If the consumer Client does not object, the amended General Terms and Conditions will apply after 30 Days have elapsed.
2.5 These Terms and Conditions also apply to anyone engaged by Holthinrichs Watches, and anyone for whose acts or omissions Holthinrichs Watches is or may be liable.
2.6 Deviating provisions shall only be valid if they are expressly agreed in advance in writing between the Client and Holthinrichs Watches.
Article 3 – Offer
3.1 An Offer by Holthinrichs Watches is made without obligation unless the Offer contains an acceptance term. If no acceptance term is set, no rights whatsoever can be derived from the offer with regard to the price quote, indicative (delivery) date and availability of the product or service.
3.2 The Offer clearly shows which Performance will be carried out by Holthinrichs Watches, and what the indicative delivery time is based on the delivery times known to Holthinrichs Watches at that time and what the price is for the Performance to be carried out based on the then current daily prices.
3.3 The Offer always uses daily prices in accordance with the cost level for wages, social charges, and material prices at the time of the Offer.
3.4 If an Offer by Holthinrichs Watches is (partly) based on information provided by the Client, the Client is responsible for the completeness and accuracy of the information. The consequences of providing incomplete and/or inaccurate information, including information that does not correspond to reality, will be at the expense and risk of the Client.
3.5 All information, illustrations, drawings, data, specifications, and/or other characteristics provided with the offer are always approximate and will only be binding for Holthinrichs Watches if expressly indicated in writing by Holthinrichs Watches. Minor deviations cannot be grounds for damages, claims or dissolution.
3.6 Holthinrichs Watches cannot be held to its Offer if the Client should have understood that the Offer, or any part thereof, contained an obvious mistake or clerical error.
3.7 Upon acceptance of a non-binding Offer, Holthinrichs Watches reserves the right to revoke or deviate from the Offer upon receipt of the acceptance.
3.8 Verbal commitments shall only bind Holthinrichs Watches after they have been expressly confirmed in writing by Holthinrichs Watches.
3.9 A compound Offer does not oblige Holthinrichs Watches to perform a part of the Offer at a corresponding part of the price stated in the Offer.
3.10 The Offer does not automatically apply to follow-up Offers.
3.11 Additions, amendments and/or further agreements are only effective if expressly agreed in writing between the Parties.
Article 4 – Method and costs Customised offer
4.1 Holthinrichs Watches will, after being approached by the Client, enter into discussions with the Client to get the best possible picture of the Client's requirements.
4.2 Through personal contact, a 3D design is created. This design will be submitted to the Client for approval. After the Client's written approval, Holthinrichs Watches will request a 50% deposit to confirm the booking and pay for the production. Only after receipt of the down payment will Holthinrichs Watches start further implementation of the Performance.
Article 5 – Agreement
5.1 The Agreement first becomes binding for Holthinrichs Watches through its written confirmation. If an Offer is accepted by the Client within the term for acceptance as stated in the Offer, an Agreement will be established at the moment the Client accepts the Offer.
5.2 Insofar as the Client's acceptance of an Offer made by Holthinrichs Watches deviates from the Offer on any point, an Agreement will only be concluded at the moment that Holthinrichs Watches explicitly confirms the realisation and content of the Agreement in writing.
5.3 Holthinrichs Watches reserves the right, without giving reasons, not to accept the acceptance of an Offer it has made or to accept it only under additional and/or changed condition(s).
5.4 If the communication was only verbal, the Agreement will nevertheless be established at the moment that Holthinrichs Watches actually starts implementing the Agreement or orders third parties to do so. In this case, the invoice is deemed to fully and correctly reflect the content of the Agreement.
5.5 The consumer Client is aware that the legal cooling-off period does not apply to the Agreement concluded with Holthinrichs Watches if it concerns custom-made products or the Agreement is concluded in a retail outlet.
5.6 The risk of errors and/or inaccuracies in orders not confirmed in writing shall be borne entirely by the Customer.
5.7 Data regarding the offered goods such as properties, colours, specifications, measurements, weight, etc., as well as data in printed matter, drawings, images, etc. provided by Holthinrichs Watches with the Offer, are given in good faith.
5.8 The Performance will be delivered as specified in the Agreement, with the understanding that minor or minor changes made by Holthinrichs Watches that do not impair the quality of the Performance are permitted. Deviations cannot be grounds for compensation, advertising or dissolution.
5.9 Holthinrichs Watches is uthorized to engage third parties for the implementation of the Agreement.
Article 6 – Pricing
6.1 The prices and rates quoted are exclusive of turnover tax, shipping and insurance and any other government-imposed levies. If the Client is a consumer, VAT will be stated in the Offer.
6.2 Price increases resulting from statutory regulations or provisions will be passed on to the Client immediately and in full.
6.3 The Offer and/or the Agreement will use daily prices in accordance with the cost level for wages, social security charges, and material prices at the time of the Offer. If cost-increasing circumstances occur after the conclusion of the Agreement, without being attributable to Holthinrichs Watches, Holthinrichs Watches will be entitled to pass on the cost increase to the Client and the Client will be obliged to pay the cost increase to Holthinrichs Watches. In case the Client is a consumer, it also applies that cost-increasing circumstances may arise after the Agreement is concluded. The Agreement will therefore include a risk adjustment item up to the maximum of which can be passed on. Additional work will never be charged to the risk adjustment item. The settlement date will be the date of the offer. Holthinrichs Watches will timely inform the Client of the necessity of the price increase.
6.4 If the Client is a consumer and a fixed price has been agreed upon, Holthinrichs Watches is also authorised to pass on price increases if these take place 3 (in words: three) months after the establishment of the Agreement. A price increase may occur due to, among other things (not exhaustive): an increase in transport costs, operational costs, auxiliary materials used, goods, means of transport, war, weather conditions, calamities, scarcity, a change in the relevant collective labour agreement, or as a result of laws, decrees or government decisions of a mandatory nature. If the price increase exceeds 5%, the consumer shall in that case be authorised to dissolve the Agreement.
6.5 Holthinrichs Watches is also entitled to charge the Client for any increase in costs resulting from incorrect data provided by the Client.
6.6 All prices are subject to printing and typesetting errors. No liability is accepted for the consequences of printing and typesetting errors.
Article 7 - Obligations of Holthinrichs Watches - Execution of Agreement – Deadlines
7.1 When executing the Agreement, Holthinrichs Watches shall observe the care of a good contractor and shall execute the Agreement to the best of its knowledge and ability.
7.2 All items used by Holthinrichs Watches must be of good quality, fit for their purpose and meet the requirements set.
7.3 The agreed or stated Delivery Time is always indicative and therefore never a deadline unless expressly agreed otherwise in writing between the Parties. The Delivery Term is based on the circumstances prevailing at the time of the conclusion of the Agreement or the making of an Offer and timely delivery of goods by third parties to Holthinrichs Watches.
7.4 Changes to the Agreement and/or circumstances, more or less work, force majeure, suspension, default, delays in the delivery of goods by third parties to Holthinrichs Watches, etc., may result in Holthinrichs Watches exceeding the originally agreed Delivery term. In all such cases, Holthinrichs Watches shall be entitled to extend the Delivery Time in all fairness and reasonableness. The Client expressly agrees to this and Holthinrichs Watches will therefore never owe any form of compensation.
7.5 If a fatal term of delivery expressly agreed upon in writing between the Parties is exceeded, the Client must declare Holthinrichs Watches in default in writing. Holthinrichs Watches should be given a reasonable term to still execute the Agreement. In case of default by Holthinrichs Watches, Holthinrichs Watches will owe the Client a fixed amount of damages of €25 per Working Day, including VAT, unless another amount has been agreed in writing. The fixed damages cannot be set off against what the Client owes Holthinrichs Watches.
7.6 If the Delivery Time changes, Holthinrichs Watches will provide the Client with a new indicative Delivery Time as soon as possible.
Article 8 - Termination of the Agreement
8.1 Termination of the Agreement by the Client is not possible.
8.2 In case of cancellation, the Client will have to pay the price applicable to the entire work, less any savings for Holthinrichs Watches resulting from the cancellation, against delivery if possible by Holthinrichs Watches of the work already completed. If the price was contingent on the actual costs to be incurred by Holthinrichs Watches, the price owed by the Client shall be calculated on the basis of the costs incurred, the labour performed and the profit Holthinrichs Watches would have made over the entire work.
Article 9 - Amendments or supplements to the Agreement
9.1 The Performance includes only what is specified in the Agreement.
9.2 Changes and/or additions to the execution of the Agreement that are requested by the Client after the Agreement has been concluded must have been made known to Holthinrichs Watches by the Client in a timely manner and in writing.
9.3 If the Parties have agreed on a particular change, Holthinrichs Watches will confirm the change to the Client in writing. This written confirmation will in any case show the substantive, financial and time-related consequences of the change.
9.4 All costs associated with the modification of the Agreement will be reimbursed by the Client to Holthinrichs Watches, such as, for example, but not limited to: purchased goods and/or services, calculations, (3D) drawings, hired assistants, cancellation costs, etc.
9.5 In case of agreed additional work, Holthinrichs Watches is authorised to charge 50% of the related costs as a down payment to the Client.
9.6 Holthinrichs Watches is entitled to deviate from previously agreed (up)Delivery times and lead times insofar as Holthinrichs Watches deems this necessary to fulfil the obligations arising from the amended Agreement.
Article 10 – Payment
10.1 Payments, including those in instalments, must be made within 14 Days of the invoice date. Down payments must be paid before the implementation of the Agreement begins. The value date indicated on the bank statements of Holthinrichs Watches on which a payment is received is considered the day on which the payment was made.
10.2 Claims are deemed not to have been paid until Principal has proved their payment.
10.3 An objection regarding an invoice must be made in writing to Holthinrichs Watches within 7 Days from the invoice date. A written objection will not suspend the term of payment. In the absence of an objection within the set term, the invoice will be deemed accepted.
10.4 Principal is not authorised to deduct any amount from the price by means of set-off due to discount or due to a counterclaim made by him, unless otherwise stipulated by rules of mandatory law.
10.5 In case of late payment by the Client, the Client shall be in default by operation of law without the need for a prior written summons and notice of default In case of late payment by the consumer Client, the Client shall be in default by operation of law without the need for a prior written summons and notice of default after the Client has been notified by Holthinrichs Watches of the late payment and Holthinrichs Watches has granted the Client a period of 14 Days to still meet its payment obligation.
10.6 Any payment made by the Customer shall first serve - if applicable - to pay the interest, collection costs and administrative expenses owed by him and then to pay the outstanding claims in order of age.
10.7 If the Client fails to meet his payment obligation(s) in a timely manner, Holthinrichs Watches will increase the due principal amount by the statutory commercial interest per month, a part of a month calculated for a whole month, to be calculated from the initial due date until the Day of Full Payment. In case the Client is a consumer, the legal interest rate shall apply.
10.8 If the Client does not meet his payment obligation in a timely manner, and Holthinrichs Watches is forced to carry out collection activities in order to enforce payment of the outstanding invoice, Holthinrichs Watches will also be entitled to charge the Client for all actual judicial and extrajudicial collection costs. The extrajudicial collection costs amount to 15% over outstanding amounts with a minimum of € 250. If the Client is a consumer, the extrajudicial collection costs will be 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 40.
10.9 Complaints, complaints or reported defects do not release the Client from its payment obligations.
Article 11 - Retention of title
11.1 As long as all claims that Holthinrichs Watches has on the Client, including related costs such as, for example, delivery costs, collection costs and interest, have not been paid in full by the Client or have been secured by the Client, Holthinrichs Watches retains ownership of the delivered goods.
11.2 Prior to said transfer of ownership, the Client shall not be authorised to sell, deliver or otherwise dispose of the delivery, or any part thereof. If resale by the Client takes place, the Client shall already at the conclusion of the Agreement transfer to Holthinrichs Watches the claim(s) that the Client obtains from third parties through the sale. If the Client proceeds with mixing and/or processing, the Client shall transfer the ownership of the result obtained by the mixing and/or processing to Holthinrichs Watches at the conclusion of the Agreement.
11.3 Client is furthermore not allowed to pledge the delivered goods, or any part thereof, or to grant third parties any other right thereto.
11.4 The Client is obliged to keep everything delivered under retention of title carefully and, if possible, as recognisable property of Holthinrichs Watches.
11.5 Holthinrichs Watches is entitled to take back, in whole or in part, everything delivered under retention of title and still present with the Client if the Client does not ensure timely payment of the invoices or has or threatens to have payment difficulties. If resale by the Client takes place, the Client already assigns to DreTech technical support the claim(s) which the Client acquires from third parties as a result of the sale, when the Agreement with DreTech technical support is concluded. If the Client proceeds to commingling or processing, the Client transfers the ownership of the result obtained by the commingling or processing to DreTech technical support at the conclusion of the Agreement.
11.6 All costs incurred by Holthinrichs Watches and related to and arising from the retention of title will be charged to the Client without prejudice to the legal possibilities to recover damages, direct and/or indirect, from the Client, all to be increased with costs and legal commercial interest.
11.7 Holthinrichs Watches shall be entitled to keep possession of what is to be delivered until the Client has fulfilled all his obligations arising from the Agreement.
11.8 If Principal does not fulfil the obligations arising from this article, or does not cooperate with what is stated in this article, Principal forfeits to Contractor an immediately payable fine of €500 (in words: five hundred) for each day that Principal is in default.
Article 12 – Delivery
12.1 Parties will state in the Agreement whether the goods will be delivered by Holthinrichs Watches or collected by the Client. The goods will not be delivered and cannot be collected if the Client has not paid the full agreed price and any applicable price increases and has not been received by Holthinrichs. The cost and risk of shipment to the Client shall be for the Client's account and risk.
12.2 If the Parties have agreed that Holthinrichs Watches should take care of the delivery of the goods, Holthinrichs Watches will deliver the goods to the Client's address. The Client should send the shipping instructions to Holthinrichs Watches immediately upon the conclusion of the Agreement. Holthinrichs Watches has fulfilled its delivery obligation by offering the goods to the Client. The goods will be deemed to have been offered by the third party engaged to offer the goods to the address indicated by the Client. Defects must be reported to the transporter immediately and noted on the waybill. The report of the transporter who made the delivery shall constitute full proof of the offer for delivery.
12.3 If no one is present at the delivery address, the goods can still be delivered if the Client has given prior written consent. Any defects must be reported in writing within 24 hours
12.4 If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, or if the Client fails to take delivery or collect the goods for whatever reason, Holthinrichs Watches will be entitled to store the goods at the expense and risk of the Client. The costs associated with a second delivery attempt will be charged to the Client.
12.5 The risk of loss, damage or decrease in value shall pass to Customer at the time the goods are delivered to Customer or third parties engaged by her/him.
Article 13 - Warranty period - complaints – defects
13.1 Unless expressly agreed otherwise in writing between the Parties, Holthinrichs Watches shall provide a 24-month warranty for goods delivered by Holthinrichs Watches.
13.2 The right to complain expires 24 months after delivery
13.3 After delivery, the delivered goods will be for the account and risk of the Client and Holthinrichs Watches will no longer be liable for shortcomings, damages and/or defects that the Client should reasonably have discovered at the time of (delivery).
13.4 Client must check the delivered goods
i) inspect the delivered goods immediately upon delivery at the latest for relevant and visible defects and report this immediately in writing under penalty of forfeiture of the right to complain;
ii) complaints about serious defects that the Client could not reasonably have discovered at the time of delivery must be reported in writing to Holthinrichs Watches by the Client within 7 Days after discovery.
The complaint should in all cases contain as detailed a description as possible accompanied by visual material of the shortcoming(s), so that Holthinrichs Watches will be able to respond adequately.
13.5 Holthinrichs Watches undertakes to repair and/or replace within a reasonable period of time any shortcomings or defects found and recognised in writing upon Delivery.
13.6 Defects and/or shortcomings found in writing by the Client that are the result of the nature, characteristics and/or specification of the items used will not be for the account and risk of Holthinrichs Watches and will therefore not be repaired and/or replaced by Holthinrichs Watches. The same applies to defects and/or shortcomings that do not negatively affect the durability and functionality and/or stem from and are inherent to the application of such constructions, items. An observed defect and/or shortcoming will be judged according to the regulations and quality requirements as applicable at the time of the conclusion of the Agreement.
13.7 No right to complain exists if:
(i) the (delivered) goods or a part thereof are exposed to circumstances that could possibly affect the quality of the (delivered) goods;
ii) the delivered goods or part thereof are otherwise carelessly or inexpertly processed, treated, stored and/or used and/or not used and/or treated in accordance with the specifications or instructions of Holthinrichs Watches or third parties and/or in accordance with what was agreed in the Agreement;
13.8 If the Client does not reclaim in a timely manner, no obligation for Holthinrichs Watches arises from such a reclamation by the Client, unless rules of mandatory law dictate otherwise.
13.9 Upon receipt of the complaint, Holthinrichs Watches shall conduct an investigation into its merits as soon as possible. The Client must assist Holthinrichs Watches in this investigation under penalty of forfeiture of rights.
13.10 In case of a justified claim, Holthinrichs Watches will have the option to:
(i) repair or replace the items;
(ii) remedy the complaint (or have it remedied);
(iii) credit a reasonable reduction in price.
All costs, which go beyond the mere obligation as described in point (i to iii), shall be borne by the Client. Repaired respectively replaced (sub)parts or work shall not be subject to a new warranty period but to the current warranty period.
13.11 The client will not be able to assert any claims against Holthinrichs Watches if she can also assert claims directly against the producer and/or manufacturer with regard to the defects in question, unless otherwise determined by rules of mandatory law.
Article 14 - Termination and/or suspension powers
14.1 If the Client fails to meet one or more of his obligations (including payment obligations) towards Holthinrichs Watches in a timely or proper manner, Holthinrichs Watches shall be entitled to suspend the fulfilment of his obligations towards the Client until the Client has as yet fully met his obligations, and in case of default of the Client, all claims of Holthinrichs Watches against the Client shall be immediately and at once due and payable.
14.2 Holthinrichs Watches shall, in addition to all other rights to which it is entitled, be entitled to terminate the Agreement concluded with the Client, without (further) prior notice of default or judicial intervention, by means of a written extrajudicial declaration if:
a. there is permanent Force Majeure
b. ` the Client is granted a (provisional) suspension of payments, the Client's bankruptcy is applied for or the Client itself files for bankruptcy, the Client offers its creditors a (private) composition or (for this purpose) convenes a meeting of creditors or if, with regard to the Client, application is requested or granted of the Debt Rescheduling (Natural Persons) Act;
c. the Client's business is liquidated and/or the Client's business activities are actually discontinued or moved to a location outside the Netherlands;
d. Upon entering into the Agreement, the Principal was requested to provide security for the fulfilment of his/her obligations under the Agreement and this security is not provided or is insufficient.
14.3 The Client shall immediately notify Holthinrichs Watches in the cases mentioned in paragraph 2 for this purpose and, pending further instructions from Holthinrichs Watches, take appropriate measures to protect Holthinrichs Watches' interests.
14.4 If the Client is in default, Holthinrichs Watches will have the right to (extrajudicially) terminate the Agreement, whereby the Performance or a part thereof, may be recalled or claimed from the Client and the term(s) still remaining after termination and/or the remaining amount may be claimed as damages, without prejudice to Holthinrichs Watches' right to claim (additional) damages in addition to or instead of this and the Client's obligation to reimburse Holthinrichs Watches for the resulting costs.
14.5 Holthinrichs Watches is furthermore authorised to terminate the Agreement if circumstances arise of such a nature that fulfilment of the Agreement becomes impossible or if other circumstances arise of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected from Holthinrichs Watches.
14.6 If Holthinrichs Watches proceeds to dissolve the Agreement, Holthinrichs Watches' claims against the Client shall be immediately due and payable.
14.7 If Holthinrichs Watches suspends or dissolves the agreement, it will in no way be liable for damages or costs incurred in any way.
14.8 If Holthinrichs Watches suspends the implementation of the Agreement in accordance with what is stipulated in this article, the Client shall be liable for the damages and costs incurred by Holthinrichs Watches due to this delay, as well as the loss of profits.
Article 15 - Liability
15.1 Holthinrichs Watches shall not be liable for damages of any nature whatsoever caused by Holthinrichs Watches' reliance on incorrect and/or incomplete data provided by or on behalf of the Client.
15.2 In case of late, faulty or faulty delivery or defects of or to the Performance and/or execution of the Agreement, Holthinrichs Watches shall in no way be liable for any indirect (corporate, indirect, incidental, and or consequential) damage caused by this to the Client and/or third parties, except insofar as there is gross intent or deliberate recklessness on the part of Holthinrichs Watches or its Employees.
15.3 The Client shall indemnify and hold Holthinrichs Watches and/or its Employees harmless with regard to all claims by the Client and/or third parties for compensation of damage suffered by these third parties as a result of a good and/or service supplied by the Client to these third parties that also consisted of goods supplied by Holthinrichs Watches. Indemnification shall also include the procedural and related costs to be incurred.
15.4 In the event that Holthinrichs Watches nonetheless proves to be liable and the aforementioned exclusion of liability does not apply, the contractual and/or extra-contractual liability of Holthinrichs Watches shall be limited to (in separate and descending order):
- maximum the amount invoiced by Holthinrichs Watches to the Client for the Performance excluding VAT, or at least to that part of the amount to which the liability pertains, less the out-of-pocket costs of the case;
- to a maximum of the amount paid out by Holthinrichs Watches' insurer where applicable plus Holthinrichs Watches' own risk.
15.5 Any claim of the Client and/or third parties, on the basis of which Holthinrichs Watches could be held liable, which also includes any product liability of Holthinrichs Watches, shall expire by the mere lapse of six months after the claim arose and in any case after the lapse of 24 months after the delivery of the goods, irrespective of the legal basis of the claim, unless otherwise determined by rules of mandatory law.
Article 16 - Force majeure
16.1 Holthinrichs Watches will in no way be liable or obliged to compensate any form of damage if and insofar as its obligations cannot be met due to force majeure.
16.2 Force majeure will in any case be understood to mean any foreign cause, as well as any circumstance that should not reasonably be at the risk of Holthinrichs Watches and that prevents the fulfilment of its obligations, such as fire, theft, death, strikes, personnel problems, pandemic, epidemic, weather conditions, government measures, operational problems, transportation problems, as well as non-performance by Holthinrichs Watches' suppliers, and/or internet disruptions, electricity disruptions, e-mail traffic disruptions, and disruptions or changes in third-party delivered items and financial crisis. Defects in auxiliary or transport means shall explicitly count as force majeure.
16.3 In case of permanent force majeure, Holthinrichs Watches shall be entitled to terminate the Agreement with the Client by means of a written statement and without judicial intervention. Holthinrichs Watches shall not be liable to the Client in this regard for any damage suffered by the Client, of whatever nature and extent.
16.4 In case of temporary force majeure, Holthinrichs Watches shall be entitled to extend the deadlines within which the Agreement must be executed by the time during which the temporary impediment applies. If said impediment lasts longer than 3 months, the Client may demand (partial) termination of the Agreement, without the Client being entitled to damages, without prejudice to the (payment) obligations of the Client regarding the part of the Agreement already executed by Holthinrichs Watches.
16.5 If, as a result of force majeure, Holthinrichs Watches is prevented from fulfilling its commitments towards one or some of its Clients, but not the commitments towards all Clients, Holthinrichs Watches shall be entitled to decide at its own discretion which of the commitments and towards which Clients it will fulfil, as well as the order in which this will be done.
16.6 If Holthinrichs Watches has already partially met its obligations when the force majeure occurs, or can only partially meet its obligations, it will be entitled to invoice the already delivered or the deliverable part separately and the Client will be obliged to pay this invoice as if it were a separate Agreement.
Article 17 - Confidentiality & intellectual property rights
17.1 Holthinrichs Watches reserves the ownership of all intellectual property rights to works that it or its Employees create, use or have used in the framework of the execution of the Agreement or the realisation of the Offer, unless explicitly agreed otherwise in writing between the Parties. Works shall 17.2 include, but not be limited to, designs, advice, or other written documents, (technical) working methods, cost estimates, illustrations, methods, drawings, ideas, sketches, logos, and brochures.
17.3 The Client is prohibited from reproducing, publishing, exploiting, using the aforementioned works in the Client's or third parties' own production processes or making them available to third parties in the broadest sense of the word without the express prior written consent of Holthinrichs Watches, whether or not with a view to obtaining a comparable offer.
17.4 Holthinrichs Watches is allowed to take pictures of the Performance she has performed or delivered and to use these pictures for promotional purposes without owing any compensation to the Client and without needing (prior) permission from the Client. Client expressly agrees to this.
17.5 Indien Opdrachtgever de verplichting(en) zoals gesteld in dit artikel niet of niet volledig nakomt, zal zij door dit enkele feit per gebeurtenis aan Holthinrichs Watches een onmiddellijk opeisbare en niet voor rechterlijke matiging vatbare boete groot € 15.000,-- verschuldigd zijn voor elke overtreding vermeerderd met € 250,-- voor elke Dag dat deze overtreding voortduurt, onverminderd de wettelijke mogelijkheden om de daadwerkelijk geleden schade op de Opdrachtgever te verhalen.
Article 18 - Other provisions
18.1 Holthinrichs Watches is entitled to transfer all rights and obligations arising from the Agreement, to third parties. Client expressly agrees to this.
18.2 If the Client's company or any part thereof is continued in or brought together with another company for any reason, in any way, shape or form, a joint and several liability will arise for the original Client and the successor company with regard to the fulfilment of the obligations arising from the Agreement with Holthinrichs Watches.
18.3 If the Agreement is entered into with two or more Clients, they are each jointly and severally liable for its full performance.
18.4 Should any provisions of these terms and conditions not be applicable, be judged null and void or be annulled, the remaining provisions will remain in full force and the inapplicable, null and void or annulled provision will be converted into a provision that would have been stipulated by Holthinrichs Watches if the original provision had been waived because of its inapplicability, nullity or annullability. Insofar as necessary, the Client already now and in advance agrees to this.
18.5 All Agreements concluded under these General Terms and Conditions are governed exclusively by Dutch law. The Dutch text of these General Terms and Conditions is binding and prevails over translations thereof.
18.6 Disputes, including those that are only considered as such by one Party, arising from or related to (the execution) of these General Terms and Conditions, the Agreement and/or agreements resulting from it or related to it, as well as other legal acts, will be submitted to the competent court in the district where Holthinrichs Watches is located, unless otherwise determined by rules of mandatory law.