General Terms and Conditions B2B

Article 1 Definitions

Ledletters is a one-man business that aims to produce and sell LED lighting.
In these General Terms and Conditions, ' General Terms and Conditions ' means: the present General Terms and Conditions.
In these General Terms and Conditions, ' Client ' means: the natural person or legal person who acts in the exercise of his business or professional activity and uses the Services of Ledletters. In these General Terms and Conditions, ' Parties ', and each individually as ' Party ', means: Ledletters and/or Client.
In these General Terms and Conditions, ' Agreement ' is understood to mean: the Agreement concluded between Ledletters and the Client, whether or not concluded within the framework of an organized system for distance sales or services whereby, until the moment of conclusion of the Agreement, exclusive use is made of one or more means for distance communication, whereby Ledletters undertakes towards the Client to provide Services and to deliver Products and the Client undertakes to pay a price for this. The Agreement is concluded by an offer from Ledletters and its acceptance by the Client, which is further specified in Articles 4.3 and 4.4 of these General Terms and Conditions.
In these General Terms and Conditions, ' Services ' means: all Services provided to the Client by Ledletters and/or third parties engaged by it, including the production of LED lighting, and Products as well as all other work performed by Ledletters for the Client, of of whatever nature, performed in the context of an assignment, including activities that are not performed at the explicit request of the Client.
In these General Terms and Conditions, ' Products ' means: all Products supplied to the Client by Ledletters and/or third parties engaged by it, including LED lighting, which are offered on the Website and whether or not made by Ledletters itself.
In these General Terms and Conditions, ' Website ' means: the Ledletters Website, which can be consulted via www.ledletters.nl.

Article 2 Identity of Led Letters

Ledletters is registered with the Chamber of Commerce under number 70463166 and bears VAT identification number NL003729730B32. Ledletters is located at Van Woustraat 64H (1073 LN) in Amsterdam.
Ledletters can be reached by e-mail via info@ledletters.net or via the Website www.ledletters.nl and by telephone on +31622220705.

Article 3 Applicability of the General Terms and Conditions

The General Terms and Conditions apply to every offer from Ledletters and to all current and future Agreements, deliveries, commercial relationships and other legal relationships between the Parties. The General Terms and Conditions of the Client are expressly rejected.
Deviations from the General Terms and Conditions are only valid if expressly agreed in writing with Ledletters.
The applicability of purchase or other conditions of the Client is expressly rejected, unless expressly agreed otherwise in writing.
The General Terms and Conditions also apply to additional or changed assignments from the Client.
If it appears that a provision or several provisions in these General Terms and Conditions are null and void, the validity of the other provisions of these General Terms and Conditions as well as the entire Agreement will not be affected. In such a case, the parties will endeavor to replace the invalid provision with a new, valid provision that approaches the invalid provision as closely as possible within the purport of the original General Terms and Conditions.

Article 4 The Agreement

All offers on the Website are without obligation, unless expressly stated otherwise.
The Client can contact Ledletters via the Website, e-mail or telephone for one of the Services or Products offered.
Ledletters will consult with the Client about his expectations and can then prepare a quotation that will be sent by letter or e-mail. The Agreement is only concluded by signing the quotation or by means of an (electronic) order confirmation.
The Client can also place orders on the Website. The Agreement is then concluded by placing the order and payment, unless agreed otherwise.
If Ledletters sends a confirmation to the Client, it is decisive for the content and explanation of the Agreement, subject to obvious errors of writing. Ledletters cannot be held to its offer if the Client can reasonably understand that the offer, or a part thereof, contains an obvious mistake or error.
If the Client makes notes or comments on the quotation from Ledletters, they will not form part of the Agreement, unless Ledletters confirms this in writing.
An assignment by the Client that has not been preceded by a written quotation requires written acceptance by Ledletters.

Article 5 Execution of the Agreement

Ledletters will endeavor to perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship, as well as as much as possible in accordance with the written agreements.
Ledletters has the right to have certain activities carried out by third parties.
When engaging third parties, Ledletters will take due care and consult with the client in the selection of these third parties, as far as this is reasonably possible and customary in the relationship with the client. The costs of engaging these third parties will be borne by the Client and will be passed on to the Client by Ledletters.
The Client ensures that all data, of which Ledletters indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the Agreement, are provided to Ledletters in a timely manner. If the information required for the execution of the Agreement has not been provided to Ledletters in time, Ledletters has the right to suspend the execution of the Agreement and/or to charge the additional costs resulting from the delay to the Client in accordance with the then usual rates. .
The Client ensures that Ledletters can provide its Services in a timely and proper manner. If the Client does not comply with its agreements in this regard, the Client is obliged to compensate the resulting damage.
If a term has been agreed or specified for the performance of Services, this is never a strict deadline. If a term is exceeded, the Client must give Ledletters written notice of default. Ledletters must be offered a reasonable period of time to still implement the Agreement.

Article 6 Amendment of the Agreement

If during the implementation of the Agreement it appears that it is necessary to change or supplement it for proper implementation, Ledletters and the Client will proceed to adjust the Agreement in time and in mutual consultation.
If the Agreement is amended, including an addition, this is an additional assignment. A separate payment agreement will be made in advance for this additional assignment. Without an additional quote, the original terms and conditions apply, whereby the additional Services are paid at the agreed rate. The non-execution or non-immediate execution of the amended Agreement does not constitute a breach of contract by Ledletters and is no ground for the Client to terminate or dissolve the Agreement.
Changes to the originally concluded Agreement between Ledletters and the Client are only valid from the moment that these changes have been accepted by both Parties by means of an additional or amended Agreement. This change will be made in writing.

Article 7 Suspension, dissolution and premature termination of the Agreement

Ledletters is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if the Client does not, not fully or not timely fulfill the obligations under the Agreement, or if Ledletters has good reason to fear that the Client will fail to meet those obligations, provided that Ledletters has given the Client notice of default by means of a written reminder, whereby the Client is given a reasonable period for the fulfillment of the obligations, and compliance within this period is not forthcoming.
Ledletters is also authorized to dissolve the Agreement, under the same conditions as referred to in paragraph 1 of this Article, if circumstances arise of such a nature that fulfillment of the Agreement is impossible or unaltered maintenance of the Agreement cannot reasonably be required.
If the Client does not fulfill its obligations arising from the Agreement, this non-compliance justifies dissolution and the Client is in default, then Ledletters 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 Client , on account of non-performance, compensation or compensation is required.

Article 8 Cancellation

Cancellation of the Agreement after signing the quotation or (electronic) order confirmation is not possible.

Article 9 Costs, remuneration and payment

All amounts stated in the quotation are in euros and exclusive of VAT, unless stated otherwise.
The amounts stated in the quotation or otherwise stated electronically are valid for 15 days after the date of dispatch. After this due date, Ledletters has the right to adjust the amounts.
Ledletters has the right to rectify apparently incorrect spellings in the quotation.
Interim price changes will be passed on to the Client.
Payment is made via iDeal, Mastercard, Maestro, Visa, cash, bank transfer or Sofort. The invoice must be paid by the Client within 7 (seven) days.
The client is obliged to immediately inform Ledletters of any inaccuracies in the stated or provided payment details.
If the Client fails to pay an invoice on time, the Client will be in default by operation of law, without further notice of default being required. In that case, the Client owes the statutory interest. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
If Ledletters decides to collect a claim due to non-payment of one or more unpaid invoices by legal means, the Client is, in addition to the principal sum due and the interest referred to in Article 9.6, also obliged to reimburse all reasonable judicial and extrajudicial costs incurred. . The reimbursement of judicial and extrajudicial costs incurred will be determined in accordance with the then applicable Decree that pertains to compensation for extrajudicial collection costs.
Ledletters is free to only proceed to the delivery of the Services as long as the Client has not paid the due and payable claim in accordance with paragraph 6 of this Article.

Article 10 Delivery

Delivery will be made within 5 (five) weeks.
If delivery does not take place within this period, the Client will report this to Ledletters. Ledletters will ensure that delivery takes place as quickly as possible, unless this is not possible according to standards of reasonableness and fairness.
The late delivery of Ledletters is not a valid reason for dissolution of the Agreement.
Ledletters itself determines the method of transport and packaging. Ledletters can choose to have the Products delivered via PostNL or another mail carrier, but can also choose to deliver the Products personally.
All transport risks are for the account of the Client.

Article 11 Retention of title

All items delivered by Ledletters remain the property of Ledletters, for as long as these items have not or not been fully paid off.
Insofar as the retention of title of Ledletters is nullified by case formation or otherwise, Ledletters reserves the right to establish a non-possessory pledge on an item, as security for all that the Client still owes or will owe to Ledletters. The Client must establish this non-possessory pledge at the first request of Ledletters.

Article 12 Warranty

Ledletters offers a guarantee for the Products it supplies against material and manufacturing defects. The guarantee means that Ledletters will repair the errors to the best of its ability and replace them free of charge if necessary. Defects must be reported to Ledletters in writing.
The guarantee does not apply if the errors are wholly or partly the result of incorrect, incompetent, careless use, use for other than normal purposes or external causes, including but not limited to fire or water damage.
The warranty also does not apply if the Products have been modified or maintained by third parties.
The warranty period is 1 (one) year from the time of delivery, unless agreed otherwise.
If Ledletters carries out repair work that falls outside the scope referred to in this Article, the costs will be borne by Ledletters according to the law. The provisions in the General Terms and Conditions with regard to warranty do not affect the Customer's warranty claims under the law.

Article 13 Liability

The Client is responsible for providing correct and representative data and information that are necessary for the performance of the Agreement. Ledletters is not liable for damage, including on the basis of an incorrect order, if the Client has provided incorrect, non-representative or irrelevant information.
The delivery term as referred to in Article 10 paragraph 1 of these General Terms and Conditions can only be stated approximately. Although every effort will be made to meet the delivery term, Ledletters is never liable for the consequences of exceeding the term specified there. Exceeding the term does not entitle the Client to cancel the Agreement, or to refuse receipt or payment of the Products, nor does Ledletters owe any compensation to the Client.
Ledletters is not liable for errors or omissions of third parties engaged by it. By using the Services of Ledletters, the Client grants the authority to Ledletters, if a third party engaged by Ledletters wishes to limit its liability, to accept that limitation of liability also on behalf of the Client.
Ledletters is not liable for any damage caused to the Products during transport, in accordance with Article 10 paragraph 4 of these General Terms and Conditions.
Ledletters is not liable for indirect damage, including but not limited to consequential damage.
Ledletters is not liable for any typos on the Website.
Ledletters is not liable for non-compliance or late fulfillment of the obligations arising from the Agreement, in case this is caused by force majeure as referred to in Article 14 of these General Terms and Conditions.
If Ledletters is held liable, it will only be liable for direct damage actually incurred, paid or suffered by the Client due to a demonstrable failure of the obligations of Ledletters with regard to its Services.
The liability of Ledletters is limited to the amount covered and paid out by the insurer. If the insurer does not pay out, or if Ledletters is not insured, the liability is limited to the amount paid by the Client.
The limitation of liability as described in this Article does not apply if there is intent or deliberate recklessness on the part of Ledletters.
This provision does not exclude liability to the extent that liability may not be limited or excluded by law.

Article 14 Force majeure

Force majeure is understood to mean all external causes, beyond the control or actions of Ledletters, as a result of which timely, complete or correct fulfillment of the Agreement is no longer possible.
Force majeure as referred to in the previous paragraph of this Article also includes, but is not limited to: non-compliance by a third party, illness of (staff of) Ledletters itself or a third party, abnormal weather conditions, failures in water and energy supplies , strikes, serious malfunctions in the systems of Ledletters, fire, floods, natural disasters, pandemics, riots, war or other internal unrest.
In the event of force majeure, fulfillment of the Agreement will be suspended for as long as the force majeure continues.
If the force majeure continues for more than one month, both Parties are entitled to terminate the Agreement without judicial intervention. In such a case, Ledletters will proceed to a refund of any amounts paid, with deduction of all costs that Ledletters has incurred with regard to the Agreement.

Article 15 Confidentiality of data

Each of the Parties guarantees that all information received from the other Party that is known or should be known to be of a confidential nature will remain confidential. The Party that receives confidential information will only use it for the purpose for which it was provided. Information is in any case considered confidential if it has been designated as such by one of the Parties. Ledletters cannot be held to this if the provision of data to a third party is necessary as a result of a court decision, a statutory regulation or for the correct implementation of the Agreement.

Article 16 Intellectual property

Ledletters reserves the rights and powers to which it is entitled under the Copyright Act.
The client guarantees that no rights of third parties oppose making data available to Ledletters. The client will indemnify Ledletters against any action based on the claim that making it available, using, editing, installing or incorporating it infringes any right of third parties.

Article 17 Complaints procedure

If the Client has a complaint, the Client must send this in writing to info@ledletters.net or report this by telephone via +31622220705. The complaint will, if reasonably possible, be processed 5 (five) working days after receipt of the complaint by Ledletters, after which the Client will receive a substantive response as soon as possible.

Article 18 Change clause

Ledletters reserves the right to change or supplement these General Terms and Conditions at any time. Ledletters will inform the Client of this in a timely manner.
The amended General Terms and Conditions will apply to the Agreement one month after notification to the Client.

Article 19 Applicable law and competent court

Dutch law applies to the legal relationship(s) between Ledletters and its Client.
All disputes that may arise between Ledletters and the Client will be settled by the competent court of the District of Amsterdam.