Article 1 General
Article 2 Quotations and offers
– Contract duration and reflection period
– Execution and amendment of the agreement
– Price increase
Article 4 Suspension, dissolution and early termination
Article 5 Force majeure
Article 6 Payment and collection costs
Article 7 Retention of title
– Research and commercials
Article 9 Liability
Article 10 Indemnification
Article 11 Intellectual Property
Article 12 Applicable law and disputes
Article 13 Location and change of conditions
These terms and conditions apply to every agreement between Van Geel Service, trading under the name KNX Control, hereinafter referred to as: “The Educational Institute”, and a Student to which The Educational Institute has declared these terms and conditions applicable, insofar as these terms and conditions have not been agreed by the parties. expressly deviated from in writing.
The present terms and conditions also apply to agreements with The Training Institute, for the implementation of which third parties must be involved.
These general terms and conditions have also been written for the employees of The Training Institute and its management.
The applicability of any other conditions of the Student is expressly rejected.
If at any time one or more provisions in these general terms and conditions are wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The Education Institute and the Student will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place 'in the spirit' of these provisions.
If a situation arises between the parties 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 the Education Institute does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Education Institute would lose the right to demand strict compliance with the provisions of these conditions in other cases. .
- Article 2. Quotations and offers
All quotations and offers from Het Opleidingsinstituut are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product, training, workshop, further training to which the quotation or offer relates is no longer available in the meantime.
The Education Institute cannot be held to its quotations or offers if the Student can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
The prices stated in a 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 and administration costs, unless stated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Training Institute is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Training Institute indicates otherwise.
5 A composite quotation does not oblige the Training Institute to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future offers.
- Article 3. Contract duration and reflection period; execution terms, transfer of risk, execution and amendment of the agreement; price increase
1a. The agreement between the Education Institute and the Student is entered into for the duration of the training, refresher course or workshop, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
1b. A cooling-off period of 14 days (fourteen days) applies to each contract or registration with or the Training Institute, within which the assignment can be canceled free of charge. The reflection period starts at the time of registration and does not exceed the date of commencement of the training. This means that the costs already incurred will be charged at the start of the training.
If a term has been agreed or specified for the performance of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Student must therefore give the Education Institute written notice of default. The Training Institute must be offered a reasonable term to still implement the agreement.
The Training Institute will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.
The Training Institute has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If work is performed by the Training Institute or by third parties engaged by the Training Institute in the context of the training at the location of the Student or a location designated by the Student, the Student will provide the facilities reasonably desired by those employees free of charge.
The Training Institute is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is executed in phases, the Education Institute may suspend the execution of those components that belong to a following phase until the Student has demonstrated the results of the preceding phase in writing.
The Student ensures that all data, which the Education Institute indicates are necessary or which the Student should reasonably understand to be necessary for the execution of the agreement, are provided to the Education Institute in a timely manner. If the information required for the execution of the agreement has not been provided to the Education Institute in time, the Education Institute has the right to suspend the execution of the agreement and/or to pay the additional costs resulting from the delay to the Student in accordance with the then usual rates. to take into account. The execution term does not commence until after the Student has made the data available to the Education Institute. The Education Institute is not liable for damage, of whatever nature, because the Education Institute relied on incorrect and/or incomplete information provided by the Student.
If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Student, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Training Institute will provide a price quote in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Student accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is changed, including an addition, the Education Institute is only entitled to implement it after approval has been given by the authorized person within the Education Institute and the Student has agreed to the price and other conditions stated for the implementation. , including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of the Education Institute and is no ground for the Student to terminate or cancel the agreement.
Without being in default, the Training Institute may refuse a request to amend 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 Student should fail to properly comply with what he is obliged to do towards the Education Institute, the Student is liable for all direct or indirect damage on the part of the Education Institute.
If the Education Institute agrees a fixed price with the Student, the Education Institute is nevertheless entitled at all times to increase this price without the Student being entitled to dissolve the agreement for that reason, if the increase in price results. from a power or obligation under the law or regulations or is caused by an increase in the costs incurred by the Training Institute or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Student who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by means of a written statement, unless the Training Institute:
– is still willing to perform the agreement on the basis of what was originally agreed;
– can demonstrate that the price increase results from a power or an obligation resting on the Training Institute under the law.
- Article 4. Suspension, dissolution and early termination of the agreement
The Education Institute is authorized to suspend compliance with the obligations or to dissolve the agreement, if the Student does not, not fully or not timely fulfill the obligations arising from the agreement, and circumstances that have come to the knowledge of the Education Institute after the conclusion of the agreement provide good ground. to fear that the Student will not fulfill the obligations or if due to the delay on the part of the Student, the Education Institute can no longer be expected to fulfill the agreement under the originally agreed conditions.
Furthermore, the Training Institute is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of the Training Institute. are required.
If the agreement is dissolved, the Education Institute's claims against the Student are immediately due and payable. If the Training Institute suspends the fulfillment of its obligations, the Training Institute retains its rights under the law and the agreement.
If the Training Institute proceeds to suspension or dissolution, the Training Institute is in no way obliged to compensate damage and costs incurred in any way.
If the dissolution is attributable to the Student, the Education Institute is entitled to charge compensation for the damage, including the costs that arise or have arisen as a result, directly and indirectly.
If the Student fails to fulfill his obligations arising from the agreement and this non-compliance justifies dissolution, the Education Institute is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Student, from on account of breach of contract, but is obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by the Education Institute, the Education Institute will arrange for the transfer of work still to be performed to third parties in consultation with the Student. This unless the cancellation is attributable to the Student. If the transfer of the work entails additional costs for the Training Institute, these will be charged to the Student. The Student is obliged to pay these costs within the specified term, unless the Education Institute indicates otherwise.
In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Student, of debt restructuring or any other circumstance as a result of which the Student can no longer freely can dispose of its assets, the Training Institute is free to terminate the agreement with immediate effect or to cancel the agreement, without any obligation on its part to pay any compensation or compensation. In that case, the Education Institute's claims against the Student are immediately due and payable.
If the Student cancels the agreement at a time outside the reflection period, or within the time of one week before the start of the training, further training and/or workshop, the Student loses his right to a refund of the amount already paid, or the obligation remains for him/her to pay the full amount owed as it applied to him/her when the agreement was concluded, unless the Student can demonstrate that serious factors played a role in the cancellation. This is done in consultation with the Training Institute.
If the Education Institute agrees with the demonstrable arguments that led to cancellation by the student, the student will receive a credit invoice from which the costs already incurred will in any case be deducted. If the Student has already paid, the amount paid minus the costs charged will be transferred to his/her account within fourteen days. Article 5 also applies to all other cases of force majeure.
- Article 5. Force majeure
The Education Institute is not obliged to fulfill any obligation towards the Student if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted views. .
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Training Institute has no influence, but as a result of which the Training Institute is unable to fulfill its obligations to come, including strikes in the organization of the Training Institute or of third parties. The Training Institute also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Training Institute should have fulfilled its obligation.
The Training Institute may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
Insofar as the Training Institute has partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, the Training Institute is entitled to fulfill or fulfill the obligations already fulfilled. will be invoiced separately. The Student 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 the Training Institute in the currency in which the invoice is made, unless otherwise indicated in writing by the Training Institute. The Training Institute is entitled to invoice periodically.
If the Student fails to pay an invoice on time, the Student is legally in default. The Student then owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment that the Student is in default until the moment of payment of the full amount owed.
The Education Institute has the right to have the payments made by the Student go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. The Education Institute may, without being in default as a result, refuse an offer of payment if the Student designates a different order for the allocation of the payment. The Education Institute may refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
The Student is never entitled to set off the amount owed by him to the Education Institute. Objections to the amount of an invoice do not suspend the payment obligation. A Student who is not entitled 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 Student is in default or in default in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Student. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Training Institute has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Student. The Student also owes interest on the collection costs owed.
- Article 7. Retention of title
The items delivered by the Education Institute within the framework of the agreement remain the property of the Education Institute until the Student has properly fulfilled all obligations arising from the agreement(s) concluded with the Education Institute.
Items delivered by The Training Institute, which are subject to retention of title pursuant to paragraph 1, may not be resold. The Student is not authorized to encumber in any way what is subject to the retention of title.
The Student must always do everything that can reasonably be expected of him to safeguard the property rights of the Training Institute.
- Article 8. Warranties, research and complaints, limitation period
The services to be provided by The Training Institute meet the usual requirements and standards that can reasonably be set at the time of delivery.
If the Student complains in time, this does not suspend his payment obligation. In that case, the Student also remains obliged to pay what he and the Training Institute have agreed upon.
If it is established that a service provided is defective and a complaint has been lodged in this regard in time, the complaints procedure can be initiated.
If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred by the Education Institute as a result, will be borne in full by the Student.
Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the Training Institute and the third parties involved by the Training Institute in the execution of an agreement is one year.
- Article 9. Liability
If the Training Institute should be liable, this liability is limited to what is regulated in this provision.
The Education Institute is not liable for damage, of whatever nature, that arises because the Education Institute relied on incorrect and/or incomplete information provided by or on behalf of the Student.
If the Training Institute should be liable for any damage, the liability of the Training Institute is limited to legal liability.
The liability of The Training Institute is in any case always limited to the amount paid out by its insurer, where appropriate.
If the Training Institute is liable, the Training Institute is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to compensate the Training Institute's defective performance. the agreement, insofar as these can be attributed to the Education Institute and reasonable costs incurred to prevent or limit damage, insofar as the Student demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The Training Institute is never liable for indirect damage, including consequential damage.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Training Institute.
- Article 10. Indemnity
The Student indemnifies the Education Institute 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 others than the Education Institute. If the Education Institute should be addressed by third parties for this reason, the Student is obliged to assist the Education Institute both in and out of court and to immediately do everything that may be expected of him in that case. If the Student fails to take adequate measures, the Education Institute is entitled to do so itself, without notice of default. All costs and damage on the part of the Education Institute and third parties that arise as a result, are entirely for the account and risk of the Student.
- Article 11. Intellectual ownership
The Training Institute reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. The Education Institute has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the Student is disclosed to third parties.
- Article 12. Applicable law and disputes
All legal relationships to which the Training Institute is a party are exclusively governed by Dutch law, even if an agreement is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The court in the location of the Training Institute has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Training Institute has the right to submit the dispute to the competent court according to the law.
The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
- Article 13. Location and change of conditions
These conditions can be found on the website of the Training Institute: www.knxcontrol.nl
The last version stated on the website or the version that applied at the time of the establishment of the legal relationship with the Training Institute is always applicable.
The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.