Terms & conditions.
article 1. general
- These conditions apply to every quotations, offers, activities, orders, agreements and deliveries of services or products between Brandon Kramer, hereinafter referred to as: “Brandon Kramer”, and a Counterparty to which Brandon Kramer has declared these conditions applicable, insofar as these conditions have not been deviated from explicitly and in writing by the parties.
- The present conditions also apply to agreements with Brandon Kramer, for the implementation of which third parties must be involved by Brandon Kramer.
- The applicability of any purchase or other conditions of the Counterparty is expressly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be destroyed, the provisions in these general terms and conditions remain fully applicable. Brandon Kramer and the Counterparty will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provisions will be observed as much as possible.
- If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the explanation must be given “in the spirit” of these provisions.
- If any intermediary parties encounter a situation that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If Brandon Kramer does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Brandon Kramer would lose the right to otherwise strictly comply with the provisions of to require these conditions.
- Brandon Kramer may change these general terms and conditions at any time. The change will be announced to the Counteparty . If the Counterparty does not accept the change, the Counterparty may cancel the Agreement in writing or by email to firstname.lastname@example.org within 14 days of its notification, stating the name, description of the assignment and signature. The dissolution of the Agreement will take place when the change takes effect.
- The English text of the general terms and conditions is always decisive for the interpretation thereof.
Article 2. Quotations and offers
- All quotations and offers from Brandon Kramer are without obligation, unless the quotations stipulate a term for acceptance. A quotation or offer expires if the product to which the quotation or offer relates has become unavailable in the meantime.
- Brandon Kramer cannot be held to its quotes or offers if the Other Party can reasonably understand that the quotes or offers, or any part thereof, contain an obvious mistake or error or if unforeseen additional work occurs during the execution of the work.
- The prices stated in the quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, transport and administration costs, unless otherwise indicated.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, then Brandon Kramer is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Brandon Kramer indicates otherwise.
- A composite quotation does not oblige Brandon Kramer to perform part of the assignment at a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; delivery terms, execution and amendment agreement; price increase
- The agreement between Brandon Kramer and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a period has been agreed or stated for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counterparty must therefore give Brandon Kramer notice of default in writing. Brandon Kramer must thereby be offered a reasonable period to still execute the agreement.
- Brandon Kramer has the right to have certain work done by third parties.
- Brandon Kramer is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
- If the agreement is executed in phases, Brandon Kramer can suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.
- If Brandon Kramer requires information from the Counterparty for the execution of the agreement, the execution period does not start until after the Counterparty has provided it correctly and completely to Brandon Kramer.
- If during the execution of the agreement it appears that for a proper implementation it is necessary to change or supplement it, then the parties will adjust the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Counterparty, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Brandon Kramer will quote as much as possible in advance. By an amendment of the agreement, the originally specified term of execution can also be changed. The Counterparty accepts the possibility of changing the agreement, including the change in price and term of execution.
- .If the agreement is changed, including a supplement, then Brandon Kramer is entitled to implement it only after approval has been given by the person authorized within Brandon Kramer and the Counterparty has agreed to the performance specified. price and other conditions, including the time to be determined at which time it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract by Brandon Kramer, nor is it grounds for the Buyer to terminate the agreement.
- Without being in default, Brandon Kramer can refuse a request for amendment of the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
- .If the Counterparty fails to properly comply with what he is obliged to Brandon Kramer, then the Counterparty is liable for all damage (including costs) on the part of Brandon Kramer as a result, directly or indirectly.
- If Brandon Kramer agrees a fixed price with the Counterparty, Brandon Kramer is nevertheless entitled at all times to increase this price under the following circumstances without the Counterparty in that case being entitled to terminate the agreement for that reason.
- If the price increase is the result of an amendment to the agreement;
- If the price increase arises from an authority vested on Brandon Kramer or an obligation on Brandon Kramer under the law;
- In other cases, this on the understanding that the Other Party that does not act in the exercise of a profession or business is entitled to dissolve the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months of the conclusion of the agreement, unless Brandon Kramer is still willing to execute the agreement on the basis of the originally agreed, or if it is stipulated that the delivery will take place more than three months after the purchase.
- Hosting plans are tacitly renewed monthly for a period of 30 days. For a hosting package, a cancellation notice period of at least 30 days applies before the expiry of the term. The rate within a hosting package can increase monthly. Deviations from this article must be confirmed in writing by Brandon Kramer.
- Maintenance packages are tacitly renewed monthly for a period of 30 days. For a maintenance package, a cancellation notice period of at least 30 days applies before the expiry of the term. The rate within a maintenance package can increase monthly.
- Support hours that are taken monthly by direct debit are tacitly renewed monthly for a period of 30 days. For these support hours, a cancellation notice period of at least 30 days applies before the expiry of the term. The rate within support hours can increase monthly.
- For website development, a payment arrangement applies, 50% down payment and 50% after delivery, unless otherwise agreed in the offer.
article 4. suspension, dissolution and premature termination of the agreement
- Brandon Kramer is authorized to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect if:
- the Counterparty does not, not fully or timely fulfill the obligations under the agreement;
- after the conclusion of the agreement Brandon Kramer has been informed of circumstances that give good reason to fear that the Counterparty will not fulfill the obligations;
- the Counterparty was requested when entering into the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
- if due to the delay on the part of the Counterparty, it is no longer possible to require Brandon Kramer to fulfill the agreement under the originally agreed conditions, Brandon Kramer is entitled to terminate the agreement.
- if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or that the maintenance of the agreement cannot reasonably be expected of Brandon Kramer.
- If the dissolution is attributable to the Counterparty, Brandon Kramer is entitled to compensation for the damage, including the costs, thereby arising directly and indirectly.
- If the agreement is dissolved, the claims of Brandon Kramer on the Counterparty are immediately due and payable. If Brandon Kramer suspends fulfillment of the obligations, it will retain its rights under the law and the agreement.
- If Brandon Kramer proceeds to suspension or dissolution on the grounds as referred to in this article, it is in no way obliged to compensate damage and costs that arise in any way as a result of this, while the Other Party does, by default, compensation or compensation is required.
- If the agreement is prematurely terminated by Brandon Kramer, Brandon Kramer will arrange for the transfer of work still to be performed to third parties in consultation with the Counterparty. This unless the cancellation is attributable to the Counterparty. Unless the premature termination is attributable to Brandon Kramer, the costs of transfer will be charged to the Counterparty. Brandon Kramer will inform the Counterparty as much as possible in advance with regard to the scope of these costs. The Counterparty is obliged to pay these costs within the period specified by Brandon Kramer, unless Brandon Kramer indicates otherwise.
- In case of liquidation, (application for) suspension of payment or bankruptcy, seizure – if and insofar as the attachment has not been lifted within 7 days – at the expense of the Counterparty, of debt rescheduling or another circumstance as a result of which the Counterparty No longer has free disposal of its assets, the Brandon Kramer is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay compensation or compensation. In that case, the claims of Brandon Kramer on the Counterparty are immediately due and payable.
- If the Counterparty cancels a placed order in whole or in part, the goods ordered or prepared for this, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Counterparty.
article 5. force majeure
- Brandon Kramer is not obliged to fulfill any obligation to the Counterparty if it is hindered to do so as a result of a circumstance that is not due to fault, and which is not applicable by law, legal act or traffic views which are for her account.
- Force majeure in these general terms and conditions means, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which Brandon Kramer cannot exert influence, but which does not enable Brandon Kramer to is to fulfill its obligations. Strikes in the company of Brandon Kramer or third parties included. Brandon Kramer is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Brandon Kramer should have fulfilled its obligation.
- Brandon Kramer can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than six months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
- Insofar as Brandon Kramer has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement, and the part fulfilled or to be fulfilled has independent value, Brandon Kramer is entitled to respect the already fulfilled invoice the part to be fulfilled separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.
article 6. payment and collection costs
- Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Brandon Kramer in the currency in which it was invoiced, unless stated otherwise in writing by Brandon Kramer. Brandon Kramer is entitled to invoice periodically.
- Payments may consist of one-off payments (or partial payments thereof), annual, monthly or periodic payments, amounts that depend on the number of leads supplied, amounts based on a percentage of the Counterparty’s turnover or amounts that depend on of using the Service.
- If the Counterparty fails to pay an invoice on time, the Counterparty will be in default by operation of law. The Counterparty then owes an interest of 4% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Counterparty is in default until the moment of payment of the full amount due, not taking into account reminders or other forms of default.
- Brandon Kramer has the right to have the payments made by the Counterparty go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal and accrued interest.
- Brandon Kramer can, without being in default, refuse an offer of payment, if the Counterparty designates a different order for the allocation of the payment. Brandon Kramer can refuse full payment of the principal if the open cases and accrued interest and collection costs are not also paid.
- Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who is not entitled to appeal to Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Counterparty remains in default or fails to fulfill its obligations (in time), all reasonable costs incurred in obtaining payment out of court will be borne by the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice at that time. However, if Brandon Kramer has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Counterparty. The Counterparty also owes interest on the collection costs owed.
Article 7. Retention of title
- All goods delivered by Brandon Kramer under the agreement remain the property of Brandon Kramer until the Counterparty has properly fulfilled all obligations under the agreement (s) concluded with Brandon Kramer.
- Goods delivered by Brandon Kramer that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or encumber in any other way the goods that are subject to the retention of title.
- The Counterparty must always do everything that can reasonably be expected of him to safeguard the property rights of Brandon Kramer.
- If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Counterparty is obliged to immediately notify Brandon Kramer.
- The Counterparty undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of the insurance available for inspection at first request to Brandon Kramer. In the event of any payment of the insurance, Brandon Kramer is entitled to these tokens. For as much as necessary, the Counterparty undertakes in advance towards Brandon Kramer to cooperate with everything that may prove to be necessary or desirable in that context.
- In the event that Brandon Kramer wishes to exercise its property rights referred to in this article, the Counterparty gives unconditional and irrevocable permission in advance to Brandon Kramer and third parties to be designated by Brandon Kramer to enter all those places where the property of Brandon Kramer are located and take those things back.
- Moving a website hosted by Brandon Kramer to another party is expressly prohibited, unless you have received written confirmation or exception from Brandon Kramer.
article 8. warranty
- The goods to be delivered by Brandon Kramer meet the usual requirements and standards that can be reasonably set at the time of delivery and for which they are intended for normal use according to Dutch standards. The warranty mentioned in this article applies to items that are intended for use in the Netherlands. When using outside the Netherlands, the Counterparty must verify whether the use thereof is suitable for use there and meet the conditions set for it. In that case, Brandon Kramer can impose other warranty and other conditions with regard to the goods to be delivered or the work to be performed.
- The guarantee referred to in paragraph 1 of this article applies for a period of one week, after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise.
article 9. liability
- If Brandon Kramer is liable, this liability is limited to what is arranged in this provision.
- Brandon Kramer is not liable for damage, of whatever nature, caused by Brandon Kramer assuming incorrect and / or incomplete information provided by or on behalf of the Counterparty.
- Brandon Kramer is only liable for direct damage.
- Direct damage exclusively means:
- the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
- any reasonable costs incurred to have Brandon Kramer’s faulty performance conform to the agreement, insofar as these can be attributed to Brandon Kramer;
- reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
- Brandon Kramer is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this limitation does not go beyond that which is permitted under Section 7:24 (2) of the Dutch Civil Code.
- If Brandon Kramer is liable for any damage, Brandon Kramer’s liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
- Brandon Kramer’s liability is in any case always limited to the amount of the payment from his insurer, if applicable.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Brandon Kramer or his senior subordinates.
article 10. limitation period
- Contrary to the statutory limitation periods of The Dutch Civil Code, the limitation period of all claims and defenses against Brandon Kramer and the third parties involved by Brandon Kramer in the performance of an agreement is one year.
- The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the claim that the delivered item does not comply with the agreement. Such claims and defenses lapse two years after the Counterparty has notified Brandon Kramer of such non-conformity.
Article 11. Risk transition
- The risk of loss, damage or depreciation is transferred to the Counterparty at the moment that goods are brought under the Counterparty’s control.
Article 12. Indemnity
- The Counterparty indemnifies Brandon Kramer against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Brandon Kramer.
- If Brandon Kramer is held liable by third parties for this reason, the Counterparty is obliged to assist Brandon Kramer both in and out of court and to immediately do everything that may be expected of him in that case. If the Counterparty fails to take adequate measures, Brandon Kramer is entitled, without notice of default, to do so himself. All costs and damage on the part of Brandon Kramer and third parties resulting from this are fully for the account and risk of the Counterparty.
article 13. intellectual property
- The Counterparty guarantees Brandon Kramer that he is authorized and / or has all rights to provide the materials and the Content such as images and that the materials and Content made available do not infringe the rights of third parties. The Counterparty indemnifies Brandon Kramer against claims or claims for compensation that may ensue from this. In addition, the Counterparty indemnifies Brandon Kramer against all costs incurred in connection therewith.
article 14. applicable law and disputes
- All legal relationships to which Brandon Kramer is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded. Any lawsuits arising from this will be brought before the competent court in The Hague.
- Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.
Brandon Kramer is registered at the Chamber of Commerce in The Hague under number 56017235. Brandon Kramer is located at Prins Johan Willem Frisolaan 646 in Leidschendam. Brandon Kramer’s VAT number is NL851944620B01.