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General conditions:Ginius BV

Article 1: Definitions.

1.1. User: Ginius BV and its legal successors.

1.2. Customer: natural and legal persons who enter into an agreement with Ginius BV.


Article 2: General

2.1. These terms and conditions shall apply to all offers, quotations and agreements between user and buyer, unless expressly deviated from in writing.

2.2. User expressly rejects the applicability of any terms and conditions of Customer.

2.3. If any condition is void or annulled in whole or in part, the other conditions shall remain in full force and effect. User shall then, together with Customer, replace the void or annulled condition with a new condition. The new condition shall be drafted according to the purpose and purport of the condition to be replaced.

2.4. These terms and conditions also apply to agreements whereby User engages third parties for the performance.

2.5. If a condition is unclear, it must be interpreted in the spirit of these terms and conditions. This interpretation shall also be applied when a situation has arisen that is not regulated by these terms and conditions.

2.6. User may deviate from, or otherwise implement, these terms and conditions for the benefit of Customer. However, this does not mean that these terms and conditions do not apply. User reserves the right to demand compliance with these terms and conditions.


Article 3: Quotation

3.1. The offer is non-binding and valid for one month from the date.

3.2. If the buyer has not accepted the offer or quotation in writing within the period, the offer or quotation shall lapse and user shall be entitled to modify or withdraw it.

3.3. User has the right to modify or withdraw an offer or quotation if it is based on incorrect or incomplete information provided by customer.


Article 4: Agreement

4.1. The agreement is entered into digitally or in writing and for an indefinite period, unless the nature or content of the agreement dictates otherwise.

4.2. The agreement describes the services and products that will be performed and delivered and includes the hourly rate or agreed price. If in the interim it appears that the agreement is not sufficient or one of the parties wants to change the agreement, this can be done by mutual agreement. The agreed price can then also be changed if necessary. The change will be agreed upon digitally or in writing.

4.3. In executing the agreement, User shall adhere to the requirements of good workmanship. User shall execute the agreement to the best of its knowledge and ability. This based on the then known state of science. User has only an obligation of effort and gives no guarantees to achieve an intended result.

4.4. If the agreement is divisible into separate parts, User may choose to invoice them separately. User may suspend parts of the agreement when it needs approval for the outcome of the previous part.

4.5. User has the right to change or withdraw the agreement when this agreement is based on incorrect or incomplete information provided by the customer. User may suspend the agreement or charge additional costs if necessary information is not provided by the customer in time, incorrectly or incompletely.

4.6. User can terminate or modify the agreement prematurely with a notice period of one month. User may prematurely terminate or modify the agreement without notice if there are circumstances that make the performance of the agreement impossible or as a result of which the unaltered maintenance of the agreement cannot be required of user. The agreement cannot be dissolved or modified by the customer prematurely.

4.7. At User's discretion, all or part of the Agreement may be performed by third parties.

4.8. The User may suspend or dissolve the Agreement with immediate effect if the Customer fails to comply or to comply on time with obligations arising from the Agreement or these Terms and Conditions, or if the User has a well-founded fear that this will occur and that this failure to comply justifies suspension or dissolution. In this case user has no obligation to pay damages or compensation while customer is obliged to do so because of the default.

4.9. User shall have the right to terminate the agreement with immediate effect without demand or notice of default if Customer applies for suspension of payment, is granted suspension of payment, files for bankruptcy or a debt rescheduling arrangement, is declared bankrupt or the debt rescheduling arrangement is pronounced or its business is liquidated.


Article 5: Modification of conditions

5.1. User reserves the right to amend these terms and conditions. The amended terms and conditions shall not take effect until they have been notified to the customer.

5.2. The Customer reserves the right to terminate the agreement within two weeks after the amended terms have been made known to him.

5.3. If the Customer has not responded to the notice within two weeks, User shall be entitled to assume that the Customer has accepted the amended terms and conditions.


Article 6: Deadlines

6.1. An agreed deadline shall not begin to run until any materials and information have been delivered by the Customer. If applicable, a deadline shall only start after payment of an agreed advance.

6.2. User shall do its utmost to meet the agreed deadlines included in the agreement. Exceeding the agreed deadlines shall not cause user to be in default.

6.3. The Customer may not cancel the agreement earlier, refuse to take delivery of products or refuse to pay after he has given user a written notice of default and given user a reasonable time to still fulfill the agreement.


Article 7: Prices and payment

7.1. The agreed prices are exclusive of sales tax.

7.2. Payment shall be made within one month from the date of invoice, to a bank account designated by User in the currency invoiced.

7.3. Objections to the invoice amount must be notified in writing to User within 14 days from the date of the invoice.

7.4. The Customer is legally in default when he fails to pay within the payment period. The Customer shall owe statutory interest on the outstanding amount from the time of default until the time of full payment.

7.5. If the Customer remains in default, all reasonable extrajudicial and usual judicial costs related to collection shall be borne by the Customer. Statutory interest shall also be charged on these costs.

7.6. Payments made by the Customer shall extend first to payment of the costs of collection, then to payment of all interest and last to payment of the principal sum, even if the Customer indicates otherwise at the time of payment.

7.7. The Customer shall never be entitled to set off a debt of the User against an invoice without the User's consent. Objections by the Customer to the services and products provided or the amount of the invoice do not suspend payment obligations. Neither may the buyer suspend payment for other reasons.

7.8. User shall be entitled to require Customer to make an advance payment. The Customer is obliged to supplement this advance payment if the User deems it desirable.


Article 8: Examination and defects

8.1. As soon as the delivered products are at the buyer's disposal, the buyer must examine whether the delivered products comply with what has been previously agreed. The buyer is obliged to inform the user of visible defects in writing within 7 days. Non-visible defects must be reported in writing to user within 14 days of discovery. The written notification must clearly describe what the defects are.

8.2. Customer is not entitled to repair, replacement or indemnification if defects are not reported to User in a timely and proper manner.

8.3. User is entitled to investigate the report. Any (investigation) costs in the event of an unfounded report shall be borne by the Customer.

8.4. User may choose to replace, repair or reimburse the delivered item.


Article 9: Retention of title

9.1. User retains ownership of everything delivered to buyer until buyer has fulfilled all obligations arising from the contract. The buyer does not have the right to sell, exchange, give away, pledge, encumber etc. the delivered products as long as user retains ownership.

9.2. The buyer shall inform user if third parties seize the delivered products, wish to establish rights or assert rights. Any damage to the delivered products shall be at the buyer's risk. The buyer is obliged to take out insurance that covers the risks in order to compensate for these damages. The Buyer shall do everything in its power to prevent or limit damage.

9.3. User reserves the right to take back the delivered products and, in doing so, to enter the premises of Customer or third parties engaged by Customer.


Article 10: Liability

10.1. Should MSS be liable for any damage whatsoever, MSS's liability shall be limited to direct damage. User's liability is limited to a maximum of the invoice value of the agreement, at least to that part of the agreement to which the liability relates.

10.2. User will never be liable for indirect damage, such as consequential damage, loss of profit, missed savings and damage due to business stagnation. Nor will the User ever be liable for damage caused by the fact that the User has relied on incorrect or incomplete information provided by or on behalf of the Customer. User is not liable for damage caused during transport or shipment.

10.3. Direct damage is exclusively understood as: the reasonable costs incurred to establish the cause and the extent of the damage, the reasonable costs incurred to still correctly execute the agreement and reasonable costs to prevent or limit the damage. These costs only fall under direct damage when it is established that the damage is attributable to user.

10.4. The limitation of User's liability is valid only if there is no damage as a direct result of intent or gross negligence on the part of User, one of its subordinates or third parties engaged.

10.5. If User cannot or cannot properly fulfill the Agreement due to the fault of the Customer, the Customer shall be liable for all direct and indirect damages on the part of User.

10.6. The Principal shall indemnify the User against any claims by third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the User. If user should be held liable by third parties on that account, the buyer will be obliged to assist user both extra-judicially and judicially and to immediately do all that may be expected of him in that case. Should client fail to take adequate measures, user shall be entitled, without notice of default, to take such measures himself. All resulting costs and damage on the part of user and third parties will be entirely at the expense and risk of the buyer.


Article 11: Intellectual Property

11.1. User reserves all intellectual property rights.

11.2. All knowledge that User obtains through the execution of the concluded agreement User may use for other purposes, unless it concerns confidential data of Customer.


Article 12: Force Majeure

12.1. In the event of force majeure, the User's obligations arising from the agreement concluded with the Customer shall be suspended. User shall inform Customer as soon as possible of the force majeure situation.

12.2. In addition to what is meant by force majeure in the law and case law, force majeure is also understood to mean all external causes, foreseen or unforeseen, which User cannot influence and as a result of which User is unable to comply with its obligations. This may include, among other things: strikes, technical complications, illness of deployed personnel, government measures, breakdowns, etc..

12.3. User has the right to suspend its obligations during the force majeure situation. User has no obligation to compensate any damages as a result of the force majeure situation.

12.4. The parties have the right to dissolve the contract if the force majeure situation lasts longer than 60 days. The parties shall have no obligation to compensate any damages resulting from the dissolution.

12.5. If user has already partially fulfilled the agreement or can still fulfill it and this part as such has independent value, user has the right to invoice this part separately. There is a separate agreement, therefore the Customer is obliged to pay this invoice.


Article 13: Applicable law and disputes.

13.1. All legal relationships to which User is a party are governed exclusively by Dutch law, even if all or part of an agreement is performed abroad or if the party involved in the legal relationship is domiciled there.

13.2. The court in user's place of business is exclusively competent to take cognizance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, the User shall be entitled to submit the dispute to the court deemed competent by the law.

13.3. The parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.