GTC

Algemene Voorwaarden

Version 6.9 ab 06.07.2015

Article 1. Definitions
Article 2. Applicability
Article 3. Proposals
Article 4. Prices
Article 5. Delivery of Products and Services
Article 6. Cancellation
Article 7. Returns and Complaints
Article 8. Warranties
Article 9. Retention of title
Article 10. Payment
Article 11. Force majeure
Article 12. Liability
Article 13. Intellectual property rights
Article 14. Term and termination
Article 15. Assignment of rights and obligations
Article 16. Registration and identification
Article 17. Privacy and personal data
Article 18. Applicable law, competent court
Article 19: Hotjar

Article 1 Definitions 
ARP Nederland:
 ARP Nederland B.V., with registered office at Withuisveld 30, 6226 NV Maastricht and registered at the Amsterdam Chamber of Commerce under number 14046391;
Services: all work that ARP Nederland performs that is the object of an Agreement or is otherwise performed by ARP Nederland under the instructions of and/or for the benefit of the Customer;

Offer:
 the written proposal that ARP Nederland draws up concerning the Services and/or Products that are to be provided by it;

Customer:
 any natural person or legal entity that has instructed ARP Nederland to provide Services and/or Products;

Agreement (for services):
 any agreement that is concluded in writing and/or electronically (via the Website) between ARP Nederland and the Customer, every amendment or addition to it, as well as all legal acts implementing that agreement and all legal acts necessary for its conclusion;

Order:
 the order placed by the Customer with ARP Nederland for the provision of Services or Products;

Parties: 
ARP Nederland and the Customer jointly;

Products:
 all products that ARP Nederland delivers to the Customer;

Conditions:
 these general terms and conditions;

Website:
 the website www.arp.nl.

Article 2 Applicability
1.    The Conditions form part of all Offers and Agreements and apply to all other legal acts of ARP Nederland. 2.    Unless agreed otherwise in writing, ARP Nederland expressly rejects the general or specific terms and conditions of the Customer. 3.    If the Conditions and Agreement contain inconsistent clauses, the relevant provision of the Agreement takes precedence. 4.    If any part of the Conditions is void or declared void, the remaining provisions of the Conditions will remain fully in force and the Parties will be obliged to try and adopt a replacement provision by agreement that is valid and approximates their original intention as closely as possible. 5.    Amendments to the Agreement are valid only if made in writing and signed by the Parties. 6.    ARP Nederland reserves the right at any time during the term of the Agreement to amend the Conditions by means of written and/or electronic notice to the Customer. The amendment will take effect 30 days after the notice. Until the amendment takes effect, the Customer is entitled to object to it. Following an objection, ARP Nederland may choose not to apply the amendment to the Customer. If ARP Nederland decides otherwise, the Customer will be entitled to terminate the Agreement until the amendment takes effect.

Article 3    Proposals
7.    Undertakings on the Website, in proposals and/or catalogues, brochures, price lists, and Offers are not binding on ARP Nederland and do not apply as an invitation to request an Product or Service. 8.    An Agreement is concluded after ARP Nederland has accepted or confirmed a request in writing and/or by e-mail. 9.    ARP Nederland reserves the right to refuse Orders without stating reasons or to require full or partial payment in advance. 10.  The Agreement, including the Conditions, contain a full account of the Parties’ rights and obligations and replaces all previous written and oral arrangements, declarations, statements, and conduct of the Parties.

Article 4    Prices
11.  All of ARP Nederland’s prices are expressed in euros and exclude turnover tax (VAT) and other government-imposed levies, travel and accommodation costs, telecommunication costs, and the costs of couriers, postage, materials, and transport, unless the Agreement expressly stipulates otherwise. 12.  ARP Nederland is entitled to pass on any change in the factors that influence its price to the Customer, including purchase prices, exchange rates, import and export duties, insurance rates, freight rates, other levies or taxes, and any increase in the price index figure of the CPB Netherlands Bureau for Economic Policy Analysis. 13.  All prices listed in catalogues and on the Website are subject to change.

Article 5      Delivery of Products and Services
14.  Unless agreed otherwise, delivery is made to the Customer’s residential or business address in the Netherlands. 15.  Agreed or stated delivery periods are never to be regarded as strict deadlines. If a stated delivery period is exceeded, this does not entitle the Customer to cancel the order, refuse receipt, or refuse to make payment of the ordered Products or Services, nor is ARP Nederland obliged to pay any compensation to the Customer. ARP Nederland must be given a written notice of default if delivery is late. 16.  The delivery period commences on the later of the following dates: a)     the day on which the Agreement is concluded; b)     the day on which ARP Nederland receives the amount that the Customer must pay under the Agreement and/or Conditions, whether or not as an advance payment. ARP Nederland is entitled to deliver and invoice ordered Products in part shipments. 17.  Delivery is made by ARP Nederland or directly by the supplier (at ARP Nederland’s sole discretion). Unless agreed otherwise in writing, Products are delivered ‘ex warehouse’ or ‘ex supplier’, in which case the Products are deemed to have been delivered by ARP Nederland and accepted by the Customer as soon as the Products have been offered to the Customer and/or as soon as the Products have been loaded in or on the means of transportation. 18.  Unless agreed otherwise in writing, the transport is at the Customer’s risk and expense. 19.  If the Customer refuses to take delivery of the Products or fails to provide information or instructions that are necessary for delivery, the Products will be stored at the Customer’s risk and expense. In that case, the Customer is obliged to pay the associated extra costs. 20.  If the Customer fails to collect the Products within three months and pay the associated costs, this does not affect the Customer’s obligation to pay ARP Nederland’s invoice. After three months, ARP Nederland will no longer be obliged to store and keep the Products available for the Customer, regardless of whether the original invoice has been paid.

Article 6      Cancellation
21.  If the Customer cancels the Order and/or refuses to take delivery of Products or Services for reasons beyond ARP Nederland’s control, the Customer is obliged to take delivery of the Products or Services that ARP Nederland has already purchased against payment. 22.  Notwithstanding the provisions of the previous sentence, ARP Nederland reserves all rights to claim the full performance of the Agreement and/or full compensation.

Article 7    Returns and Complaints
23.  The Customer may return delivered Products only with ARP Nederland’s express and written consent. 24.  Returns in all cases are possible only within a period of three days after delivery. Consent given by ARP Nederland for returns never implies any acknowledgement of liability. 25.  ARP Nederland accepts returned items only if and insofar as these are delivered to its stated address in the original packaging and in the condition in which ARP Nederland delivered the Products to the Customer. 26.  Special offers, individual configurations, software whose seal has been broken, projection equipment, furniture/safes, opened ink cartridges, toner cartridges, and colour ribbons, issued software licences, and all other Products that cannot be returned due to their nature, are excluded from returns. 27.  Complaints concerning ARP Nederland’s invoices must be submitted in writing within eight days of the invoice date, which serves as an expiry period. 28.  Complaints concerning externally observable defects to delivered Products must be submitted in writing within eight days of delivery of the Products, failing which ARP Nederland will not be obliged to pay any form of compensation or deliver new Products. 29.  Complaints concerning defects that are not externally observable must be submitted in writing within eight days of their discovery until no later than 30 days after the delivery of the Products, which serves as an expiry period. Complaints cannot be submitted in relation to software functionality issues.

Article 8    Warranties
30.  The provisions of Article 7 apply to the Products and/or Services that ARP Nederland delivers but which it has purchased from third parties only insofar and to the extent that the third party has given ARP Nederland any warranty for those Services and/or Products. 31.  Any warranty on a Product is limited in all cases to the warranty given by the manufacturer or supplier of the Product. ARP Nederland does not give any additional warranty on the Products. Reference is made to the manufacturer for the warranty period. 32.  In all cases – depending on the warranty given by the manufacturer – ARP Nederland may decide at its sole discretion to replace the defective items, repair them (if possible), or to credit them as returned items. 33.  The Customer may only claim against the warranty on presentation of the original invoice. This does not affect the Customer’s payment obligations towards ARP Nederland.

Article 9      Retention of title
34.  ARP Nederland retains title of all Products that have been and are yet to be delivered to the Customer until the purchase price for all these Products has been paid in full. 35.  The retention of title also applies to all other claims, connected or otherwise, that ARP Nederland may acquire against the Customer due to the failure of the Customer to comply with one or more of its obligations towards ARP Nederland. 36.  As long as ownership of the delivered Products has not passed to the Customer, the Customer may not pledge the Products or grant a third party any right to them other than in the normal course of business. In the event of sales on credit, the Customer undertakes to stipulate a retention of title in respect of its own customers, based on the provisions of this article, such that these customers are aware of the retention of title established by ARP Nederland under this article. 37.  The Customer undertakes not assign or pledge its receivables from its own customers to third parties and moreover undertakes to pledge these receivables, immediately on request, to ARP Nederland in the manner as set out in Book 3, Article 239 of the Dutch Civil Code, as further security for its claims, for any reason, against the Customer. 38.  If ARP Nederland has good reason to fear that the Customer will fail to comply with its payment and other obligations, ARP Nederland will be entitled to repossess the Products delivered subject to retention of title. For this purpose, the Customer must give ARP Nederland free access to its site and/or buildings in order to enable ARP Nederland to exercise its rights. After repossession, the Customer will be credited for the market value, which will not exceed the original purchase price less the repossession costs in any case. 39.  All equipment, software, and other materials used by ARP Nederland in the provision of services remain its property, even if the Customer pays a fee for their development by ARP Nederland.

Article 10  Payment
40.  Unless agreed otherwise in writing, and notwithstanding the provisions of the following paragraph, payments must be made to ARP Nederland within 30 days of the invoice date, which period serves as a strict deadline. ARP Nederland is entitled in all cases to require full or partial payment in advance and/or instalment payments from the Customer. 41.  ARP Nederland is entitled to invoice electronically in all cases. By accepting the Agreement, the Customer expressly agrees to this manner of invoicing. 42.  Unless expressly agreed otherwise, all payments by the Customer are applied firstly in reduction of costs, followed by the accrued interest, and lastly the capital sum of unpaid invoices. 43.  Setoff or suspension of payment obligations by the Customer is not permitted. 44.  ARP Nederland is entitled at any time before its Services and/or Products are delivered, or proceeding with delivery, to require adequate advance payment or security, in its opinion, for the fulfilment of the Customer’s payment obligations. It is entitled to suspend further deliveries if the Customer does not comply with this requirement, even if a fixed delivery date has been agreed, all notwithstanding ARP Nederland’s right to claim compensation for late performance or failure to perform the Agreement. 45.  If the Customer does not pay within the agreed period, it is in default by operation of law and ARP Nederland is entitled, without the need for any notice of default, to charge interest at 2% per month as from the due date of the unpaid invoice(s), unless the rate of statutory interest is higher, in which case the statutory interest will apply. 46.  If the Customer fails to pay the claim, it may be handed over for collection, in which case the Customer, in addition to the total amount then due, will be obliged to pay the extrajudicial collection costs, in accordance with the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten) or any successive regulation. If the extrajudicial collection is unsuccessful, the Customer will also be obliged to pay the full, actual procedural costs of litigation. 47.  If the Customer is in default, all claims that ARP Nederland has against the Customer at that time will become immediately due and payable. 48.  All claims against the Customer also become immediately due and payable if: a)     the Customer is declared bankrupt or put into liquidation, petitions for a moratorium on the payment of debts, is allowed to participate in the statutory debt restructuring scheme, or a general attachment is levied on the Customer’s assets; b)     the Customer dies or is placed under guardianship; c)     the Customer fails to pay all or part of an invoice amount within the specified period; d)     the Customer discontinues or transfers all or a significant part of its business.

Article 11    Force majeure
49.  If ARP Nederland is prevented from performing all or part of the agreed work or is unable to deliver the Products, or to do so on time, due to force majeure, it will be entitled, without judicial intervention, to suspend performance of the Agreement or to regard the Agreement as fully or partially terminated, at its discretion, without being obliged to pay any compensation or being bound by any warranty. 50.  In addition to how it is defined in legislation and case law, force majeure includes all external causes, foreseen or unforeseen, over which ARP Nederland cannot exercise any control, but as a result of which ARP Nederland is unable to comply with its obligations. In particular, force majeure includes strikes, fire, machinery breakdowns and other business interruptions (either at ARP Nederland or at its suppliers of Products and Services), transport problems and other events beyond its control, such as war, blockades, riots, acts of terrorism, epidemics, devaluation, floods and storms, as well as sudden increases in import and excise duties and/or taxes, delays in or failures to make deliveries by suppliers, not obtaining required permits or licences, and other government measures. 51.  Insofar as ARP Nederland has already partially performed or will be able to partially perform its obligations under the Agreement at the time the force majeure situation commences, and a separate value can be attached to that partial performance, ARP Nederland will be entitled to invoice the performed or yet to be performed part separately. The Customer is obliged to pay this invoice.

Article 12    Liability
52.  ARP Nederland shall perform its Services to the best of its ability, observing the due care that can be expected of it. 53.  Subject to complying with any warranty obligations, ARP Nederland is not liable for any damage, regardless of the cause, except insofar as it has acted intentionally or been wilfully reckless in a way that cannot be legally excluded. This includes direct and indirect damage, trading losses, and damage resulting from liability towards third parties. The burden of proof in relation to intent or wilful recklessness is on the Customer. 54.  ARP Nederland is not liable for direct or indirect damage, trading losses, and damage resulting from liability towards third parties, caused by the personnel of ARP Nederland or other persons hired for the performance of the relevant Agreement, who are not entrusted with managing that performance. This exclusion also includes intent and wilful recklessness. 55.  ARP Nederland is not liable for damage that is caused by the acts or omissions of third parties that the Customer hires for the performance of the Agreement. 56.  ARP Nederland is not liable for damage, loss, or destruction of items, materials, or data, provided to it for, by, or on behalf of the Customer. 57.  Unless agreed otherwise in writing, advice given by ARP Nederland is without obligation. ARP Nederland provides such advice to the best of its knowledge and ability. ARP Nederland is not liable for any form of damage that may arise from giving such advice. 58.  Notwithstanding the above provisions of this Article 12, liability in all cases, regardless of the legal ground on which the claim for compensation is based, is capped either at the price stipulated for that Agreement (excluding VAT) or, at ARP Nederland’s discretion, the amount paid by ARP Nederland’s liability insurance. 59.  ARP Nederland’s liability for damage caused by death or physical injury will never exceed fifty thousand euros in total. 60.  The condition for any right to compensation to arise is always that the Customer must report the damage as soon as possible after it occurs to ARP Nederland in writing. Any claim for compensation against ARP Nederland expires by the mere passage of twelve months from the date on which the claim arose.

Article 13  Intellectual property rights
61.  Unless expressly agreed otherwise in writing, the copyright and other related intellectual and industrial property rights relating to the Services and/or Products provided by ARP Nederland, such as copyright, trade mark rights, design rights, patents, etc. vest exclusively in ARP Nederland and/or its suppliers. 62.  Unless agreed otherwise in writing, if ARP Nederland sells or delivers a software licence to the Customer, the Customer is obliged to enter into this licensing agreement directly with the licensor. ARP Nederland is never a party to such a licensing agreement. The Customer indemnifies ARP Nederland against all damage that could arise from the Customer’s failure to perform such a licensing agreement. 63.  If the Customer provides data and materials to ARP Nederland that are subject to copyright, portrait rights, or other related intellectual and industrial property rights that vest in third parties, the Customer indemnifies ARP Nederland against all possible third-party claims. 64.  Budgets, plans, catalogues, software, and other materials reflecting ARP Nederland’s know-how, which are provided to the Customer as part of the Offer or during the performance of the Agreement, will remain the property of ARP Nederland. The Customer must keep these items, their content, and, in particular, the know-how relating to the performances to be rendered, confidential and not provide them to third parties. Unless the Parties agree otherwise, results from Agreements that are made available to the Customer are strictly for the Customer’s own use.

Article 14    Term and termination
65.  If the Service involves a continuing performance contract, the Agreement is deemed to have been entered into for an indefinite period, unless expressly agreed otherwise. 66.  The Agreement ends by: a)     Fulfilment of the Order by ARP Nederland; b)     Termination by notice; c)     Termination for cause. 67.  If the Parties have entered into a continuing performance contract, notice of termination of the Agreement, by either Party, may only be given by registered letter. In such cases, the notice period is six months, unless agreed otherwise in writing. 68.  Notwithstanding its other statutory rights, ARP Nederland is entitled to terminate the Agreement with immediate effect and without any notice of default if: a)     the Customer requests or is granted a deferment or a moratorium on the payment of debts; b)     a petition is filed or an order is granted for the bankruptcy of the Customer; c)     the business of the Customer is liquidated or discontinued; d)     if the Customer fails to pay within the agreed payment period (as specified in Article 10 of these Conditions). 69.  If the Customer has already received performances rendered under the Agreement on the date of termination, these performances and the related payment obligation cannot be undone. Amounts that ARP Nederland has invoiced for what has already been performed or delivered under the Agreement before the termination remain owing in full, subject to the provisions of the previous sentence, and become immediately due and payable on the date of termination.

Article 15  Assignment of rights and obligations
70.  ARP Nederland is permitted to assign the rights and obligations described in the Agreement to third parties. In that case, ARP Nederland shall notify the Customer of the assignment and the Customer will be entitled to terminate the Agreement effective from the date on which the assignment is to take place. ARP Nederland is not obliged to pay any compensation in this regard. The Customer may not assign the rights and obligations under the Agreement to third parties without ARP Nederland’s written consent. 71.  Unless expressly agreed otherwise with ARP Nederland, all Products and Services ordered by the Customer are exclusively intended for the Customer’s own internal use and not for resale. If the Customer occasionally wishes to sell a Product or Service to another party, consent for this purpose must be requested from ARP Nederland. ARP Nederland shall not refuse the requested consent on unreasonable grounds, but may require that any discount offered to the Customer is repaid.

Article 16    Registration and identification
72.  The Customer must keep as strictly confidential all account details (such as user names and passwords) provided by ARP Nederland for the purpose of registration. The Customer is not permitted to allow third parties to log onto the Website and place orders using the Customer’s account details. 73.  ARP Nederland is not obliged to determine the Customer’s identity. ARP Nederland is not liable if unauthorized persons place orders or otherwise enter into agreements with it via the Website using the Customer’s account details. 74.  If the Customer suspects that its account details have been compromised and/or that a third party has unauthorized access to its account, the Customer is obliged to notify ARP Nederland of this immediately. In that case, ARP Nederland is authorized to adopt appropriate measures.

Article 17    Privacy and personal data
75.  ARP Nederland respects the privacy of its Customers and website visitors. ARP Nederland processes and protects personal data in accordance with the applicable statutory requirements and its privacy statement. 76.  If the Customer purchases Services or Products from ARP Nederland and personal data is processed as part of the Service or Product, the Customer is personally responsible for making the necessary arrangements in relation to the processing and protection of personal data with the manufacturer or supplier of the Service or Product. The Customer indemnifies ARP Nederland against claims and damage arising from or in connection with any failure to comply with the applicable privacy legislation committed by the Customer or any supplier or manufacturer.

Article 18    Applicable law, competent court
77.  Dutch law applies to the Agreement and the Conditions. 78.  The applicability of the Vienna Sales Convention is expressly excluded. 79.  Any disputes that arise as a result of the Agreement or the Conditions must be submitted in the first instance to the judgment of the competent court in the judicial district where ARP Nederland has its registered office.

Article 19  Hotjar
Our website uses Hotjar web analysis services which gather and store data to create pseudonymised user profiles. These profiles enable analysis of user behaviour to improve our online shop and make it more in line with requirements. This requires cookies. Your IP address will not be recorded. You can object to the storage of your anonymously filed data at any time at: https://www.hotjar.com/legal/compliance/opt-out