Article 1. Applicability of these terms and conditions

These terms and conditions apply to every offer and agreement between Jeroen Stok, hereinafter referred to as Jeroen Stok, and a client, insofar as the parties have not expressly deviated from these terms and conditions.

Article 2. Quotes

The quotations made by Memorabel are without obligation. The prices stated in the quotation are exclusive of VAT, unless otherwise indicated.

Article 3. Conclusion of the agreement

An agreement is only concluded if and insofar as Jeroen Stok accepts an order from the client in writing or is executed by Jeroen Stok. If Jeroen Stok performs any performance on request before full agreement has been reached on the price and payment conditions, the client will pay Jeroen Stok for this in accordance with the rates and payment conditions that apply to Jeroen Stok.

Article 4. Performance of the agreement

1. Jeroen Stok will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship.
2. If and insofar as proper execution of the agreement requires this, Jeroen Stok has the right to have certain activities carried out by third parties.
3. The client shall ensure that all data, which Jeroen Stok indicates are necessary or which the client should reasonably understand to be necessary for the execution of the agreement, are provided to Jeroen Stok in a timely manner. If the data necessary for the execution of the agreement have not been provided to Jeroen Stok in time, Jeroen Stok has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay according to the usual rates.
4. Jeroen Stok is not liable for damage of any kind caused by Jeroen Stok based on incorrect and/or incomplete data by the client, unless this inaccuracy or incompleteness should have been known to it.
5. If it has been agreed that the agreement will be executed in phases, Jeroen Stok can suspend the execution of those parts that belong to a next phase until the client has approved the results of the preceding phase in writing.

Article 5. Delivery

An agreed delivery time is not a deadline, unless explicitly agreed otherwise. In the event of late delivery, the client must therefore notify Jeroen Stok in writing of default.

Article 6. Changing the agreement

If during the execution of the agreement it appears that for proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. Jeroen Stok will be able to charge the client for any additional costs.

Article 7. Secrecy

Both parties are obliged to keep confidential all confidential information that they have obtained from each other or from other sources in the context of their agreement. Information shall be considered confidential if this has been communicated by the other party or if this results from the nature of the information.

Article 8. Intellectual

1. Without prejudice to the provisions of Article 7 of these conditions, Jeroen Stok reserves the rights and powers vested in it under the Copyright Act and Image Law.
2. All documents provided by Jeroen Stok, such as advice, (sketch) designs, (structure) diagrams are exclusively intended to be used by the client and may not be reproduced, made public or brought to the knowledge of third parties without the prior permission of Jeroen Stok.
3. Jeroen Stok also reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the attention of third parties.
4. The client is fully responsible and liable for the image right, copyright and/or copyright that rests on the materials supplied by him.

Article 9. Fee

1. Jeroen Stok’s fee is not dependent on the outcome of the assignment
2. If, after the conclusion of the agreement but before the assignment has been fully executed, wages and/or prices undergo a change, Jeroen Stok is entitled to adjust the agreed rate accordingly, unless the client and Jeroen Stok have made other agreements about this.

Article 10. Termination

1. Both parties may terminate the agreement in writing at any time. However, termination by Jeroen Stok as contractor must be justified.
2. In the event of interim termination by the client, the client owes Jeroen Stok the full amount quoted.

Article 11. Dissolution

Jeroen Stok’s claims against the client are immediately due and payable in the following cases:
1. if, after the conclusion of the agreement, Jeroen Stok is informed of circumstances that give Jeroen Stok good reason to fear that the client will not comply with his obligations;
2. if Jeroen Stok asked the client at the conclusion of the agreement to provide security for the performance and this security is not provided or is insufficient.
In the aforementioned cases Jeroen Stok is authorised to suspend the further execution of the agreement, or to dissolve the agreement, without prejudice to Jeroen Stok’s right to claim compensation.
If circumstances arise with regard to persons, services and/or material that Jeroen Stok uses or undertakes to use in the execution of the agreement, which are such that the execution of the agreement becomes impossible or so burdensome and/or disproportionately costly that compliance with the agreement can no longer reasonably be required, Jeroen Stok is authorized to dissolve the agreement.

Article 12. Defects; complaint periods

1. The client must examine the goods delivered by Jeroen Stok upon delivery and/or publication on the internet. The client must check whether the delivered goods comply with the agreement.
2. Defects or defects must be reported in writing to Jeroen Stok within one week after detection, but no later than 14 days after delivery or publication on the internet.
3. If a complaint is well-founded, Jeroen Stok will still carry out the work as agreed, unless this has become pointless for the client. The latter must be made known by the client. If the provision of the agreed services is no longer possible or meaningful, Jeroen Stok will only be liable within the limits of Article 12.

Article 13. Liability

1. In the event of liability of Jeroen Stok, Jeroen Stok is never obliged to compensate a higher amount of damage than the invoice amount (excluding VAT) of the relevant delivery or part thereof, at least of the part that the client has paid.
2. Jeroen Stok is not liable for damage as a result of the delivery time of Jeroen Stok or third parties or as a result of force majeure.
3. Under no circumstances is Jeroen Stok liable for indirect damage of the client or third parties, including consequential damage and business damage.
4. The Client indemnifies Jeroen Stok against all successful claims of third parties with regard to goods delivered by Jeroen Stok that could have caused damage to those third parties, regardless of the cause or time at which that damage was suffered.
5. The limitations of liability contained in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Jeroen Stok or her managerial subordinates.
6. The client’s right to compensation lapses if the claim has not been made known to Jeroen Stok in writing no later than 1 month after the finding of the cause of the damage and if it has not been brought before us in court within 1 year of that date.

Article 14. Retention

The goods delivered by Jeroen Stok remain the property of Jeroen Stok until the client has fulfilled all obligations under the agreement concluded with Jeroen Stok.

Article 15. Payment

1. Payment must be made within 30 days of the invoice date, by transferring the amount due to account number NL73 TRIO 0212 2758 52 to the benefit of the invoice. Memorable at Lelystad. After the expiry of 30 days after the invoice date, the client is in default; from the moment of default, the client owes an interest amounting to the statutory interest on the amount due.
2. In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client will be immediately due and payable.
3. Payment must be made without discount or set-off
4. Payments made by the other party always serve to settle in the first place all interest and costs due, and secondly of due and payable invoices that are open the longest, even if the other party states that the payment relates to a later invoice.

Article 16. Travel expenses

A visit on location costs 60 cents per kilometer.

Article 17. Collection costs

1. If the client is in default or in default of fulfilling 1 or more of his obligations towards Jeroen Stok, then all reasonable costs for obtaining payment out of court will be borne by the client.
2. The client owes Jeroen Stok the legal costs incurred by Jeroen Stok in all instances, unless these are unreasonably high. This only applies if Jeroen Stok and the client conduct legal proceedings with regard to an agreement to which these general terms and conditions apply and a court ruling takes effect in force of res judicata whereby the client is completely or predominantly unsuccessful.

Article 18. Force majeure

1. Force majeure is understood to mean circumstances that prevent fulfilment of the obligation, and which are not attributable to Jeroen Stok. This will include (if and insofar as these circumstances make compliance impossible or unreasonably difficult to perform):
strikes in companies other than Jeroen Stok’s; wild strikes or political strikes in Jeroen Stok’s company; a general lack of necessary raw materials and/or other goods or services necessary for the performance of the agreed performance; unforeseeable temporary or permanent stagnation and/or problems with suppliers or third parties on which Jeroen Stok depends and general transport, energy and/or communication problems.
2. Jeroen Stok also has the right to invoke force majeure if the circumstances that prevent (further) fulfilment occur after Jeroen Stok should have fulfilled its obligation.
3. During force majeure, jeroen stok’s delivery and other obligations will be suspended. If the period in which fulfilment of the obligations by Jeroen Stok due to force majeure is not possible lasts longer than 3 months, both parties are entitled to dissolve the agreement in writing, without there being an obligation to pay compensation in that case.
4. If Jeroen Stok has already partially fulfilled its obligations upon the occurrence of the force majeure, or can only partially meet its obligations, it is entitled to invoice the work already delivered or performed separately and the client is obliged to pay this invoice as if it were a separate contract.