Morgan Ruben – General Terms and Conditions

General Terms and Conditions of Morgan Ruben, established at Hopakker 91, 3514 BV, in Utrecht, the Netherlands, registered with the Chamber of Commerce under number 61901660.

 


Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions: The General Terms and Conditions as stated below.

Morgan Ruben: Morgan Ruben registered with the Chamber of Commerce under number 61901660.

Company: The Client acting in the exercise of a trade or profession.

Consumer: The Client not acting in the exercise of a trade or profession.

Contract: Any contract entered into between Morgan Ruben and the Client.

Products: All items that are the subject of the Contract entered into between Morgan Ruben and the Client.

Client: The one who has accepted the validity of these General Terms and Conditions and has purchased the product. The Client includes both consumers as companies.

 


Article 1 Scope

These General Terms and Conditions apply to every quotation and Contract entered into between Morgan Ruben and the Client, unless the parties are departed from the General Terms and Conditions explicitly and in writing.

These General Terms and Conditions are also applicable to contracts with Morgan Ruben for the implementation of which third parties must be involved.

The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.

If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General

Terms and Conditions remain in effect. In this event, Morgan Ruben and the Client will consult with each other to agree new provisions to replace the void or voided ones.

Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with Morgan Ruben in writing.


Article 2 Quotations

Quotations should preferably be made in writhing and/or electronic form, unless pressing circumstances make this impossible.

All quotations are without obligation, unless a period for acceptance is stated in the offer and/or quotation. If in quotation a period for acceptance is stated the offer or quotation will lapse after this period has expired.

Morgan Ruben cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation or an element thereof contains a manifest fault or clerical error.

If the acceptance departs from the offer included in the quotation, whether or not on points of minor importance, then Morgan Ruben is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless Morgan Ruben indicates otherwise.

Quotations do not automatically apply to future orders or reorders.


Article 3 Formation of the contract

The Contract comes into being through the timely acceptance by the Client of Morgan Ruben’s quotation.


Article 4 Ending of the contract

Morgan Ruben and the Client could terminate the Contract at any time by mutual consent.

Both the Client and Morgan Ruben are entitled to terminate the Contract at any time without the observance of a noticeperiod.


Article 5 Amendments to the contract

If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then Morgan Ruben will inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.

If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. Morgan Ruben will inform the Client of this as soon as possible.

If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then Morgan Ruben will inform the Client of this in advance.

If a fixed price and/or fee is agreed, then Morgan Ruben will indicate the extent to which the amendment or supplementation of the Contract will influence the price. In this event Morgan Ruben will attempt, as far as possible, to issue a quotation in advance.

Morgan Ruben may not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to Morgan Ruben.

Amendments to the Contract originally entered into between the Client and Morgan Ruben are only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.


Article 6 Implementation of the contract

Morgan Ruben will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.

The Client isn’t allowed to trade and/or sell the Product in the United States and Canada. If de The Client sells and/or trades these Products in these countries, the Client will be liable for all the damages resulting from the purchase and/or trade.

Morgan Ruben is entitled to arrange for certain work to be carried out by third parties. The applicability of article 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.

Morgan Ruben is entitled to implement the Contract in phases.

If the Contract is implemented in phases, Morgan Ruben is entitled to invoice and require payment for each implemented element separately. If and for as long as this invoice is not paid by the Client, Morgan Ruben is not obliged to implement the following phase, and is entitled to suspend the contract.

If the Contract is implemented in phases, Morgan Ruben is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.

The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to Morgan Ruben in a timely manner.

If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then Morgan Ruben is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

The applicability of article 7:404 of the Dutch Civil Code is explicitly excluded.


Article 7 Prices and fees

The prices and fees are expressed in euros and regarding the Client in the capacity of Consumer inclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.

The prices and fees are expressed in euros and regarding the Client in the capacity of Company exclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.

The prices and fees are inclusive of travel, accommodation, packaging, delivery, transportation costs and administration costs, unless indicated otherwise.

For shipments abroad extra fee will be charged.

If a fee isn’t expressly agreed, the price and/or fee will determined by the actual amount of hours and the usual hourly fee of Morgan Ruben.

Morgan Ruben will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.


Article 8 Amendment of prices and fees

If Morgan Ruben agrees a fixed price and/or fee when the Contract is entered into, then Morgan Ruben is entitled to increase this price or fee, also when the price or fee is not originally specified provisionally.

If Morgan Ruben has the intention of amending the price and/or fee, it will inform the Client of this as soon as possible.

If the increase of the price or fee takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:

- the increase arises from a right of Morgan Ruben or an obligation resting upon Morgan Ruben in accordance with the law;

- the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;

- Morgan Ruben is still prepared to implement the Contract on the basis of that which was originally agreed;

- it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.

The Client is entitled to terminate the Contract if the price or the fee is increased more than three months after the Contract was entered into, unless it is stipulated in the Contract that the implementation will be carried out more than three months after the Contract was entered into.

Morgan Ruben will inform the Client in the event of the intention to increase the price or the fee, stating the extent of the increase and the date upon which it will take effect.


Article 9 Delivery

Delivery takes place by making the goods available to the Client. After the delivery the risk of the good will be transferred to the Client.

The Client is obliged to accept the purchased goods at the moment they are available to him or when they be handed over to him.

If the Client refuses to accept the good at the place of delivery or the Client is negligent in providing data or instructions, which are necessary for the delivery, the goods which were intended for the delivery, will be stored at the risk and expense of the Client. In this case the Client shall bear any additional costs.


Article 10 Delivery periods

The delivery will take place within a period stated by Morgan Ruben.

If a period is agreed or stated for the delivery of the product, then this period is only indicative and is not to be regarded as a strict deadline.

If Morgan Ruben needs information or instructions from the Client that are necessary for the delivery, then the delivery period will commence after the Client has provided these to Morgan Ruben.

If a delivery period is exceeded, the Client must issue Morgan Ruben written notice of default, whereby Morgan Ruben will be offered a reasonable period to deliver the good.

A notice of default is not necessary if the delivery has become permanently impossible, or it otherwise becomes apparent that Morgan Ruben will not meet its obligations arising from the Contract. If Morgan Ruben does not delivery within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.


Article 11 Transfer of risk

This provision only applies to the Client in the capacity as a Company.

The items that are the subject of the Contract are at the cost and risk of Morgan Ruben until the time that these are made available to the Client.

The risk of loss, damage or reduction in value of items that are the subject of the Contract is transferred to the Client in the capacity as a Company at the time that the items become available to the Client in the capacity as a Company or to a third party designated by the Client.


Article 12 Passing of Risk

This provision only applies to the Client in the capacity as Consumer.

Until the moment the goods are brought under the Client’s control, the goods subject to the Agreement will be for the account and at the risk of Morgan Ruben.

The risk of loss, damage or decrease in value of the goods that are subject to the Contract passes on to the Client in the capacity as a Consumer at the moment the goods are brought under the control of the Client in the capacity as a Consumer or a third party appointed by the Client.


Article 13 Payment

Payment will take place by means of transfer to a bank account specified by Morgan Ruben, unless agreed otherwise.

Transfer will take place by means of an invoice.

Payment must be made in advance.

Payment must be made within 14 days of the invoice date, in a manner to be specified by Morgan Ruben and in the currency in which the invoice is issued, unless agreed otherwise.

The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.

Morgan Ruben and the Client may agree that payment be made in instalments in proportion with the progress of the work.

If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.

Objections to the level of the invoice do not have the effect of suspending the payment obligations.

After the expiry of a period of 14 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher.

In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Morgan Ruben and the obligations of the Client towards Morgan Ruben are immediately claimable.


Article 14 Collection costs

If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client.

With regard to the extrajudicial (collection) charges, Morgan Ruben is entitled, in so far as the Client act in the capacity as a Company, in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree, to a payment of 15% of the total outstanding principal sum, with a minimum of € 90,- for every invoice that is wholly or partly unpaid.

With regard to the extrajudicial (collection) charges, Morgan Ruben is entitled, in so far as the Client act in the capacity as a Consumer, to a payment of the maximum sum that is determine in the Payment of Extrajudicial Collection Charges Decree.

In so far as the Client act in the capacity as a Consumer,Morgan Ruben is only entitled to a reimbursement of extrajudicial collection charges after the Morgan Ruben send the client a reminder to pay within 14 the outstanding invoice or invoices after the client came into default.

Any reasonable legal costs and execution costs incurred are also payable by the Client.


Article 15 Retention of title

All items supplied by Morgan Ruben within the framework of the Contract remain the property of Morgan Ruben until the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract.

Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of contract.

For as long as the ownership of the supplied items has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.


Article 16 Suspension

If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then Morgan Ruben is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.

Moreover, Morgan Ruben is entitled to suspend the fulfilment of the obligations if:

- after the Contract is entered into, Morgan Ruben becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;

- the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;

- circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Morgan Ruben.

Morgan Ruben reserves the right to claim compensation.


Article 17 Termination

If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then Morgan Ruben is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.

Moreover, Morgan Ruben is entitled to terminate the Contract with immediate effect if:

- after the Contract is entered into, Morgan Ruben becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;

- the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;

- due to a delay on the part of the Client, Morgan Ruben can no longer be required to fulfil the Contract under the originally agreed conditions;

- circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Morgan Ruben;

- the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;

- the Client is placed under conservatorship;

- the Client deceases.

Termination will take place by means of a written declaration, without judicial intervention.

If the Contract is terminated, the Client’s debts to Morgan Ruben become immediately due and payable.

If Morgan Ruben terminates the Contract on the above-mentioned grounds, Morgan Ruben is not liable for any costs or compensation.

If the termination is attributable to the Client, the Client is liable for the damage suffered by Morgan Ruben.


Article 18 Force majeure

Breaches may not be attributed to Morgan Ruben or the Client is they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.

In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which Morgan Ruben can exercise no influence and through which Morgan Ruben is not able to fulfil its obligations.

Circumstances regarded as resulting in force majeure include strikes, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components and lack of labour forces, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by Morgan Ruben cannot be reasonably sought by the Client.

Morgan Ruben is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after Morgan Ruben should have fulfilled its obligations.

In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.

During the period that the force majeure continues, both Morgan Ruben and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.

If the situation of force majeure is of a temporary nature, Morgan Ruben reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.

If at the time of the occurrence of force majeure Morgan Ruben has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then Morgan Ruben is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.


Article 19 Guarantee

Morgan Ruben accordingly guarantees that the delivered goods will be conform with the Contract. Morgan Ruben also guarantees that the delivered goods meet the usual requirements and standards that can be reasonably met and that the goods have the qualities, all circumstances taking into account, that are required for normal use.

The guarantee stated in these General Terms and Conditions applies to usage within Europe.

The guarantee is valid for a period of two years from the moment of the delivery, unless the nature of the Product states otherwise of the parties agreed otherwise. After the period of the guarantee expiry all costs for repair or replacement, including administration, shipping and travel costs, will be charge to the Client.

If the delivered Product has been produced by a third party, the third party will provide the guarantee, unless indicated otherwise.

If the delivered Product does not conform with the guarantee, company will, after notification of this, replace or repair the Product free of charge within a reasonable period.

When the guarantee period has expired, all costs of repair or replacement, including administrative, shipping and call-out charges, will be borne by the Client.

No form of guarantee covers damage caused by incompetent use or lack of care, or as a result of alterations made by the Client or by third parties, nor does Morgan Ruben provide any guarantee for damage arising as a result of these defects.

The guarantee also becomes inoperative if the defect has arisen through or is a result of circumstances beyond the control of Morgan Ruben. These circumstances include weather conditions.


Article 20 Examination and claims

The Client is obliged to examine the delivered goods at the time of delivery, but in any case within three days after the delivery.

Visible defects and shortcomings have to be reported within three working days after the delivery in writing to Morgan Ruben. The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

Non-visible defects and shortcomings have to be reported within three working days after its discovery to Morgan Ruben.

The defective product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

The right to (partial) restitution of the price, repair or replacement of the Product or compensation lapses, if the defects will not be reported within the prescribed period, unless the nature of the Product states otherwise or from circumstances of the case a broader period arises.

Any shipping costs incurred for returning the defective Product Morgan Ruben will reimbursed if the Client requested Morgan Ruben in writing to return the defective Product. Other costs than shipping costs will ever be reimbursed by Morgan Ruben, unless agreed in writing. The shipping costs will never be reimbursed when the Client didn’t ask Morgan Ruben in writing to send.

The payment obligation will not be suspended if the Client reports the defect to Morgan Ruben within the prescribed period.

If the Client complaints in time, the Client will stay obliged to purchase and pay for the purchased goods, unless these goods have no independent value.


Article 21 Liability

The implementation of the Contract is entirely at the risk and responsibility of the Client. Morgan Ruben is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of Morgan Ruben.

The liability of Morgan Ruben is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client. In the case of consumer purchase, this limitation does not extend further than is permitted pursuant to article 7:24, paragraph 2 of the Dutch Civil Code.

Morgan Ruben is not liable for damage, of whatever nature, resulting from Morgan Ruben basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to Morgan Ruben.

If the delivered Product or part of the Product has been produced by a third party, the third party will be responsible and liable for the damage if the Product or the part of the Products contains an error or defect.

If Morgan Ruben is liable for any damage, then the liability of Morgan Ruben is limited to an amount equal to the amount stated in the invoice, or to the amount to which the insurance taken out by Morgan Ruben gives entitlement, with the deduction of the policy excess borne by Morgan Ruben under the terms of the insurance.

The Client must report the damage for which Morgan Ruben can be held liable to Morgan Ruben as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.

Any liability claim against Morgan Ruben lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.


Article 22 Indemnity

The Client indemnifies Morgan Ruben against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.

If Morgan Ruben may be sued for this reason, then the Client is bound to provide Morgan Ruben with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of Morgan Ruben and third parties will be at the expense and risk of the Client.


Article 23 Limitation period

In departure from the legal limitation period, a limitation period of one year applies to all claims against Morgan Ruben and any third parties brought in by Morgan Ruben.


Article 24 Intellectual property

Morgan Ruben reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.

Morgan Ruben reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.


Article 25 Privacy and cookies

Morgan Ruben will store the details and information that the Client provides to Morgan Ruben carefully and confidentially.

Morgan Ruben may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint. When visiting our website Morgan Ruben can collect the information on the use of the website of the Client through cookies.

The information that Morgan Ruben collects through cookies can be used for functional an analytical purposes.

Morgan Ruben is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner.

If Morgan Ruben is obliged to provide confidential information to third parties by virtue of a legal provision or court decision, and Morgan Ruben cannot claim a legal right of immunity, or such a right recognised or permitted by the competent court in this respect, then Morgan Ruben is not liable to pay compensation or grant indemnification. The Client is also not entitled to terminate the Contract by reason of any damage arising in this way.

The Client agrees that Morgan Ruben may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

Morgan Ruben reserves the right to utilise the other details of the Client in anonymous form for (statistical) research and databases.


Article 26 Newsletter

The Client can sign up for the newsletter.

The newsletter will keep the Client informed of the latest new and the most recent developments.

The Client will receive the newsletter by e-mail.

The Client can opt out in writing of though a hyperlink of the newsletter at any time. In this case the Client will receive no more messages.


Article 27 Applicable law, disputes

Dutch law is exclusively applicable to all legal relationships to which Morgan Ruben is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.

The applicability of the Vienna Sales Convention (CISG) is excluded.

Disputes between Morgan Ruben and the Client will only be submitted to the competent court in the Netherlands.


Article 28 Location

These General Terms and Conditions are filed at the Chamber of Commerce under number 61901660.