GENERAL TERMS AND CONDITIONS
Sylvalia
E-mail: manshi@wearesylvalia.com
Website: www.wearesylvalia.com
Definitions
1. Sylvalia: A subsidiary of The Parfum Agency, established in Amsterdam, Chamber of Commerce no. 90774302.
2. Customer: the party which Sylvalia has entered into an agreement with.
3. Parties: Sylvalia and Customer together.
Applicability
1. These terms and conditions will apply to all proposals, quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Sylvalia.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Proposals, offers and quotations
1. Offers and quotations from Sylvalia are without engagement, unless expressly stated otherwise.
2. A proposal, offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the proposal, offer or quotation.
3. If the Customer does not accept a proposal, offer or quotation within the applicable time frame, the proposal, offer or quotation will lapse.
4. Proposals, offers and quotations do not apply to repeated orders, unless the Parties have agreed upon this explicitly and in writing.
Acceptance
1. Upon acceptance of a proposal, quotation or offer without engagement, Sylvalia reserves the right to withdraw the proposal, quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the Customer.
2. Verbal acceptance of the Customer only commits Sylvalia after the Customer has confirmed this in writing (or electronically).
Prices
1. All prices used by Sylvalia are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies, travel, office supplies, or other miscellaneous expenses, unless expressly stated otherwise or agreed otherwise.
2. Sylvalia is entitled to adjust all prices for its products or services, shown on its website or otherwise, at any time.
3. The Parties agree on a total price for a service provided by Sylvalia. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
4. Sylvalia is entitled to deviate up to 10% of the target price.
5. If the target price exceeds 10%, Sylvalia must let the Customer know in due time why a higher price is justified.
6. If the target price exceeds 10%, the Customer has the right to cancel the part of the order that exceeds the target price by 10%.
7. Sylvalia has the right to adjust prices annually.
8. Sylvalia will communicate price adjustments to the Customer prior to the moment the price increase becomes effective.
9. The Customer has the right to terminate the contract with Sylvalia if he does not agree with the price increase.
Payments and payment term
1. Sylvalia may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
2. The Customer must have paid the full amount of the agreed amount within 1 month, after delivery.
3. Payment terms are considered as fatal payment terms. This means that if the Customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Sylvalia having to send the Customer a reminder or to put him in default.
4. Sylvalia reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services.
Consequences of late payment
1. If the Customer does not pay within the agreed term, Sylvalia is entitled to charge an interest per month for commercial transactions from the day the Customer is in default, whereby a part of a month is counted for a whole month.
2. When the Customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Sylvalia.
3. The collection costs are calculated on the basis of the reimbursement for extrajudicial collection costs.
4. If the Customer does not pay on time, Sylvalia may suspend its obligations until the Customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Customer, the claims of Sylvalia on the Customer are immediately due and payable.
6. If the Customer refuses to cooperate with the performance of the agreement by Sylvalia, he is still obliged to pay the agreed amount or price to Sylvalia.
Suspension of obligations by the Customer
The Customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Settlement
The Customer waives his right to settle any debt to Sylvalia with any claim on Sylvalia.
Insurance
1. The Customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
- goods delivered that are necessary for the execution of the underlying agreement
- goods being property of Sylvalia that are present at the premises of the Customer
- goods that have been delivered under retention of title
Guarantee
When the Parties have entered into an agreement with services included, these services only contain best-effort obligations for Sylvalia, not obligations of results.
Performance of the agreement
1. Sylvalia executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Sylvalia has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the Customer.
4. It is the responsibility of the Customer that Sylvalia can start the implementation of the agreement on time.
5. If the Customer has not ensured that Sylvalia can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the Customer.
Duty to inform by the Customer
1. The Customer shall make available to Sylvalia all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The Customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
3. If and insofar as the Customer requests this, Sylvalia will return the relevant documents.
4. If the Customer does not timely and properly provides the information, data or documents reasonably required by Sylvalia and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the Customer.
Duration of the service agreement
1. The agreement between Sylvalia and the Customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless one of the Parties terminates the contract with due observance of a notice period of 2 months.
3. If the Parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the Customer must give Sylvalia a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Cancellation of the contract for an indefinite period of time
1. The Customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 2 months.
Intellectual property
1. Sylvalia retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all of its designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless the Parties have agreed otherwise in writing.
2. The Customer may not copy or have copied the intellectual property rights without prior written permission from Sylvalia, nor show them to third parties and / or make them available or use them in any other way.
Confidentiality
1. The Customer keeps any information he receives (in whatever form) from Sylvalia confidential.
2. The same applies to all other information concerning Sylvalia of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Sylvalia.
3. The Customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information:
- which was already made public before the Customer heard this information or which later became public without being the result of a violation of the Customer's duty to confidentiality
- which is made public by the Customer due to a legal obligation
Penalties
1. If the Customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Sylvalia an immediately due and payable fine of ? 5.000 if the Customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Sylvalia including its right to claim compensation in addition to the fine.
Indemnity
The Customer indemnifies Sylvalia against all third-party claims that are related to the products and/or services supplied by Sylvalia.
Complaints
1. The Customer must examine a product or service provided by Sylvalia as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the Customer could reasonably expect from the agreement, the Customer must inform Sylvalia of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. The Customer gives a detailed description as possible of the shortcomings, so that Sylvalia is able to respond adequately.
4. The Customer must demonstrate that the complaint relates to an agreement between the Parties.
5. If a complaint relates to ongoing work, this can in any case not lead to Sylvalia being forced to perform other work than has been agreed.
Giving notice
1. The Customer must provide any notice of default to Sylvalia in writing.
2. It is the responsibility of the Customer that a notice of default actually reaches Sylvalia (in time).
Joint and several client liabilities
If Sylvalia enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Sylvalia under that agreement.
Liability of Sylvalia
1. Sylvalia is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
2. If Sylvalia is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. Sylvalia is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Sylvalia is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the Customer to compensation from Sylvalia shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.
Dissolution
1. The Customer has the right to dissolve the agreement if Sylvalia imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Sylvalia is not permanent or temporarily impossible, dissolution can only take place after Sylvalia is in default.
3. Sylvalia has the right to dissolve the agreement with the Customer, if the Customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Sylvalia good grounds to fear that the Customer will not be able to fulfill his obligations properly.
Force majeure
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Sylvalia in the fulfillment of any obligation to the Customer cannot be attributed to Sylvalia in any situation independent of the will of Sylvalia, when the fulfillment of its obligations towards the Customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Sylvalia .
2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Sylvalia cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Sylvalia can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the agreement in writing in whole or in part.
5. Sylvalia does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
1. Sylvalia is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by Sylvalia with the Customer in advance as much as possible.
Transfer of rights
1. The Customer cannot transfer its rights deferring from an agreement with Sylvalia to third parties without the prior written consent of Sylvalia.
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Sylvalia had in mind when drafting the conditions on that issue.
Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the Parties.
2. The Dutch court in the district where Sylvalia is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Attribution
These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).
Drawn up on 06 January 2025.
