Terms and Conditions

General terms and conditions Sharp Productions

Definitions

  1. Sharp Productions: Sharp Productions, established in Maarssen under Chamber of Commerce number 80107052.
  2. Customer: the person with whom Sharp Productions has entered into an agreement.
  3. Parties: Sharp Productions and customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.

 Applicability of General Terms and Conditions

  1. These terms and conditions shall apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Sharp Productions.
  2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
  3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the customer or third parties.

Offers and quotations

  1. Offers and quotations of Sharp Productions shall be non-binding, unless expressly stated otherwise therein.
  2. An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation. 
  3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeat orders unless the parties have expressly agreed to this in writing.

Acceptance 

  1. Upon acceptance of an offer or quotation without engagement, Sharp Productions reserves the right to withdraw the offer or quotation within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this. 
  2. Verbal acceptance of the customer shall only bind Sharp Productions after the customer has confirmed it in writing (or electronically).

Prices

  1. All prices used by Sharp Productions shall be in Euros, shall be VAT and shall be exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed upon otherwise.
  2. Sharp Productions may at any time change any and all prices quoted for its products or services on its website or otherwise made known. 
  3. The price in respect of a service shall be determined by Sharp Productions on the basis of the actual hours spent. 
  4. The price shall be calculated according to Sharp Productions' usual hourly rates applicable to the period in which it performs the work, unless a different hourly rate has been agreed upon.
  5. If the parties have agreed on a total amount for a service rendered by Sharp Productions, this shall always be a guide price, unless the parties have expressly agreed in writing on a fixed price from which no deviation can be made.
  6. Sharp Productions shall be entitled to deviate from the target price up to 10%. 
  7. If the target price is going to be more than 10% higher, Sharp Productions shall notify the customer in a timely manner why a higher price is justified. 
  8. If the target price is going to be more than 10% higher, the client has the right to cancel the part of the order, which is above the target price increased by 10%.
  9. Sharp Productions shall be entitled to adjust prices annually. 
  10. Prior to its effective date, Sharp Productions will communicate price adjustments to the customer.
  11. The consumer has the right to terminate the agreement with Sharp Productions if he does not agree with the price increase.

Consequences of not paying on time

  1. If the customer does not pay within the agreed period, Sharp Productions shall be entitled to charge from the day the customer is in default, whereby a part of a month shall be counted as a whole month.
  2. If the customer is in default, it shall also owe Sharp Productions extrajudicial collection costs and any damages. 
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. 
  4. If the customer fails to pay on time, Sharp Productions may suspend its obligations until the customer has fulfilled its payment obligation. 
  5. In case of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Sharp Productions' claims against the customer shall be immediately due and payable. 
  6. If the customer refuses to cooperate with Sharp Productions' performance of the agreement, the customer shall still be obliged to pay the agreed price to Sharp Productions. 

 

 

Suspension right

 

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

Settlement

 

Unless the customer is a consumer, the customer waives its right to set off a debt to Sharp Productions against a claim against Sharp Productions. 

 

Insurance

  1. The customer undertakes to adequately insure the following items and keep them insured against, among other things, fire, explosion and water damage as well as theft:
    • delivered items necessary for the performance of the underlying agreement
    • Sharp Productions' items present at the customer's premises
    • goods delivered under retention of title
  2. The customer shall, at Sharp Productions' first request, produce the policy of such insurance for inspection.

Warranty

 

If the parties have entered into an agreement of a service nature, such agreement shall contain for Sharp Productions only an obligation of effort and therefore no obligation of result.

 

Execution of the Agreement 

  1. Sharp Productions shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. 
  2. Sharp Productions shall be entitled to have the agreed services performed (in part) by third parties.
  3. The execution of the agreement shall be done by mutual agreement and after written agreement and payment of any agreed advance by the customer. 
  4. It shall be the responsibility of the customer that Sharp Productions is able to commence the performance of the agreement in a timely manner.
  5. If the customer has not ensured that Sharp Productions can commence the performance of the agreement in a timely manner, the resulting additional costs and/or additional hours shall be borne by the customer.

Customer information. 

  1. The customer shall make all information, data and documents relevant to the proper performance of the agreement available to Sharp Productions in a timely manner and in desired form and manner.
  2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not require otherwise. 
  3. If and to the extent requested by the customer, Sharp Productions shall return the relevant records. 
  4. If the customer does not make available the information, data or documents reasonably required by Sharp Productions, or does not do so in time or properly, and the performance of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the customer.

Indemnification

 

The customer shall indemnify Sharp Productions against all claims of third parties in connection with the products and/or services delivered by Sharp Productions. 

 

Complaints

  1. The customer shall examine a product delivered or service rendered by Sharp Productions as soon as possible for any defects.
  2. If a delivered product or service does not comply with what the customer may reasonably expect from the agreement, the customer shall notify Sharp Productions thereof as soon as possible, but in any case within 1 month after the discovery of the defects. 
  3. Consumers shall notify Sharp Productions no later than 2 months after the discovery of the defects.
  4. The customer shall thereby give as detailed a description as possible of the shortcoming, so that Sharp Productions shall be in a position to respond adequately. 
  5. The customer must show that the complaint relates to an agreement between the parties.
  6. If a complaint relates to work in progress, this shall in any case not result in Sharp Productions being obliged to perform work other than that agreed upon.

Notice of default

  1. The customer shall give notice of default in writing to Sharp Productions.
  2. It shall be the responsibility of the customer that a notice of default actually reaches Sharp Productions (in a timely manner). 

Joint and several liability of the customer

 

If Sharp Productions enters into an agreement with multiple customers, each of them shall be jointly and severally liable for the full amounts owed to Sharp Productions under such agreement. 

 

Liability Sharp Productions

  1. Sharp Productions shall only be liable for any damage suffered by the customer if and to the extent such damage is caused by intentional or deliberate recklessness.
  2. If Sharp Productions is liable for any damages, it shall only be liable for direct damages resulting from or related to the performance of an agreement.
  3. Sharp Productions shall never be liable for indirect damages, such as consequential damages, lost profits, lost savings or damages to third parties.
  4. If Sharp Productions is liable, such liability shall be limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payment by an insurance company of the amount of the damage, the liability shall be limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and apply only approximately and can not cause damages and / or (partially) dissolve the agreement and / or suspend any obligation.

Due date

 

Any right of the customer to compensation from Sharp Productions shall in any case lapse 12 months after the event from which the liability directly or indirectly results. This shall not exclude the provisions of Section 6:89 of the Civil Code.
 

Right of rescission

  1. The customer shall be entitled to rescind the agreement if Sharp Productions imputably fails to perform its obligations, unless, in view of its special nature or minor importance, such failure does not justify the rescission. 
  2. If the fulfillment of the obligations by Sharp Productions is not permanently or temporarily impossible, dissolution may only take place after Sharp Productions is in default. 
  3. Sharp Productions shall be entitled to dissolve the agreement with the customer, if the customer does not fully or timely fulfill its obligations under the agreement, or if Sharp Productions becomes aware of circumstances giving it good reason to fear that the customer will not be able to properly fulfill its obligations. 

Force Majeure

  1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure of Sharp Productions to perform any obligation towards the customer shall not be imputed to Sharp Productions in a situation independent of the will of Sharp Productions, as a result of which the performance of its obligations towards the customer is prevented in whole or in part or as a result of which the performance of its obligations cannot reasonably be required of Sharp Productions. 
  2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to -: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions and work stoppages. 
  3. If a force majeure event occurs that prevents Sharp Productions from fulfilling 1 or more obligations to the customer, such obligations shall be suspended until Sharp Productions can again fulfill them. 
  4. From the moment a force majeure situation has lasted for at least 30 calendar days, either party may dissolve the agreement in writing in whole or in part. 
  5. Sharp Productions shall not be liable for any compensation or damages in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Modification of the Agreement 

 

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

 

Modification of general conditions

  1. Sharp Productions shall be entitled to amend or supplement these general terms and conditions. 
  2. Changes of minor importance may be made at any time. 
  3. Major changes in content will be discussed by Sharp Productions with the client in advance to the extent possible.
  4. Consumers are entitled to terminate the contract in the event of a substantial change in the general conditions. 

Transfer of Rights

  1. Rights of the customer from an agreement between the parties may not be transferred to third parties without the prior written consent of Sharp Productions. 
  2. This provision is considered to be a clause with property law effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code. 

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the other provisions of these terms and conditions. 
  2. A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what Sharp Productions had in mind when drafting the terms and conditions on that point.

Applicable law and competent court

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


Retrieved May 24, 2021.