Article 1. Definitions
1.1 “Customer”: A natural or legal person who has entered into or intends to enter into an Agreement with Padel Solution.
1.2 “Agreement”: Any arrangement between the Parties under which Padel Solution is obligated to deliver Goods or perform services to the Customer.
1.3 “Offer”: A proposal and/or price quotation from Padel Solution to the Customer.
1.4 “Parties”: Padel Solution and the Customer.
1.5 “Goods”: The Goods to be delivered by or on behalf of Padel Solution under the Agreement.
1.6 “Services”: The services to be provided by or on behalf of Padel Solution under the Agreement.
1.7 In these terms and conditions, the above concepts will be defined with a capital letter.
Article 2. General Provisions
2.1 These terms and conditions apply to every Offer from Padel Solution and every Agreement entered into.
2.2 These terms and conditions will be attached as an annex to every Offer/invoice.
2.3 Padel Solution reserves the right to unilaterally amend these terms and conditions. The Customer will be notified of such a change in writing or electronically.
2.4 Deviations from the provisions in these terms and conditions may be made in writing by the Parties.
2.5 By accepting the Offer/Agreement, the Customer is deemed to have tacitly agreed to the provisions included in these terms and conditions.
Article 3. Offers
3.1 All Offers are and remain entirely non-binding, unless otherwise agreed.
3.2 The Offer will automatically expire after thirty (30) days if no acceptance period is specified.
3.3 Padel Solution cannot be bound by its Offer if it is found that the Offer, or any provision related to the Offer, contains inaccuracies or mistakes.
3.4 The prices in the Offer are exclusive of VAT, unless otherwise stated.
3.5 Third parties cannot derive any rights from an Offer.
3.6 An Offer is a single proposal and does not apply to future orders. For future orders, a new Offer must be requested, unless otherwise agreed upon.
Article 4. Agreement
4.1 An Agreement is only concluded after acceptance and signing by the Parties.
4.2 The Agreement applies only to the delivery of Goods and/or the provision of Services.
4.3 Padel Solution is never obligated to perform tasks that fall outside the scope of the Agreement.
4.4 If the Customer enters into the Agreement on behalf of another natural or legal person, the Customer is jointly and severally liable for fulfilling all obligations arising from the Agreement, alongside this (legal) person.
4.5 Deviating agreements in the Agreement regarding these general provisions will always take precedence.
4.6 After the Agreement is concluded or upon delivery of the Goods and/or Services, Padel Solution will provide or send an invoice to the Customer under the agreed terms.
Article 5. Modification of the Agreement
5.1 If it becomes apparent during the execution of the Agreement that a modification is necessary or desirable, the Parties will consult with each other in a timely manner. The Agreement may be adjusted accordingly.
5.2 Padel Solution is never obligated to pay compensation if the situation described in paragraph 1 of this article occurs.
5.3 Price increases due to VAT increases and other legal measures can always be passed on to the Customer.
5.4 If factors that determine the price of the Agreement change, the Customer has the right to cancel the Agreement in writing or electronically within fourteen (14) days if the price increase exceeds 10%.
5.5 The situation described in paragraph 4 does not apply if only an Offer has been sent to the Customer.
Article 6. Compensation
6.1 Unless the Parties agree on an hourly rate, Padel Solution will perform the agreed service for a fixed fee.
6.2 Padel Solution may increase this fixed fee if, during the execution of the Agreement, it becomes clear that the agreed/expected amount of work was not properly estimated. This estimation error must not be attributable to Padel Solution, and it would not be reasonable to expect them to perform the work for the originally agreed fee.
6.3 If the Parties agree on an hourly rate, Padel Solution will calculate the fee based on the number of hours spent, applying the agreed hourly rate. In case of disputes over the number of hours spent/charged, the hourly records of Padel Solution are binding, subject to counterevidence from the Customer.
Article 7. Additional or Reduced Work
7.1 Additional work is understood as all extra tasks and deliveries requested by the Customer or arising out of the work that are not included in the offer or the order.
7.2 Additional and reduced work must be agreed upon in writing between the Parties.
7.3 Padel Solution is only bound by verbal agreements (concerning matters in this article) after written confirmation to the Customer, or as soon as Padel Solution, without objection from the Customer, has begun executing these agreements.
7.4 Settlement of additional and reduced work will take place in any case in the event of:
a. changes to the original order;
b. unforeseen cost increases or decreases, and deviations from billable and/or estimated quantities/numbers.
7.5 The settlement of additional and/or reduced work will take place in the final invoice, unless the Parties have agreed otherwise in writing.
Article 8. Delivery, Delivery Term
8.1 Agreed delivery deadlines are never considered fatal. If the delivery deadline is exceeded, the Customer can hold Padel Solution in default.
8.2 Padel Solution may perform the Agreement in installments and invoice each separate partial delivery or performance individually.
8.3 The risk for the Goods passes to the Customer once the ordered/required Goods have been delivered to the Customer by Padel Solution.
8.4 The shipping or transport of the Goods takes place at the expense and risk of the Customer, and in a manner determined by Padel Solution. Padel Solution is not liable for any damage, of any kind, related to the shipping or transport.
8.5 In the event of force majeure, the Parties are entitled to terminate the Agreement after the expected or agreed delivery deadline has passed. If either Party has suffered damage due to force majeure, the Parties are not obligated to compensate for that damage.
Article 9. Payment
9.1 Unless otherwise agreed, the invoicing for the sale and installation will be done in installments:
• 50% of the total amount is to be paid when the Agreement is concluded (deposit);
• 40% of the total amount is to be paid before the Goods are delivered to the Customer;
• the remaining 10% of the total amount is to be paid after delivery.
9.2 Payment for maintenance must be completed within fourteen (14) days after receiving the invoice.
9.3 Padel Solution will inform the Customer in a timely and appropriate manner about the time and date on which the Goods will be delivered.
9.4 Padel Solution is entitled to request a deposit after the Agreement is concluded, up to a maximum of 50% of the total amount, unless agreed otherwise in writing.
9.5 If the payment deadline, particularly the 40% of the total amount described in paragraph 1 of this article, has passed, Padel Solution will send the Customer a payment reminder. At this point, the Customer is in default. The payment must be completed within fourteen (14) days after the reminder.
9.6 If the deadline, as described in paragraph 3 of this article, has passed without further notice, Padel Solution is entitled to collect the amount due. The associated costs are the responsibility of the Customer.
9.7 In the event described in paragraph 3 of this article, Padel Solution is entitled to charge statutory interest from the moment the deadline specified in this paragraph has passed until the payment obligation is fulfilled.
9.8 The Customer can never claim the deposit paid, regardless of the reason.
Article 10. Cancellation, Suspension, Termination
10.1 If the Customer wishes to cancel the Agreement before or during its execution, Padel Solution may charge the Customer for the costs incurred.
10.2 If the Customer cancels a scheduled appointment less than twenty-four (24) hours in advance, Padel Solution may charge the reserved time to the Customer based on the agreed/usual hourly rate.
10.3 If Padel Solution reasonably suspects that the Customer will not be able to fulfill the obligations under the Agreement, Padel Solution is entitled to suspend the Agreement immediately.
10.4 If, based on facts and circumstances, the Agreement cannot reasonably be fulfilled, Padel Solution is entitled to suspend the Agreement immediately.
10.5 If the Customer fails to make payment, has requested a suspension of payments, has been declared bankrupt, or is unable to manage their own assets, Padel Solution is entitled to terminate the Agreement.
10.6 If the Agreement is suspended or terminated, Padel Solution is never obligated to pay compensation for any damage incurred as a result.
10.7 If the suspension or termination is caused by the Customer, the Customer is obliged to compensate for any direct or indirect damage incurred as a result.
Article 11. Force majeure
11.1 Padel Solution will not be obliged to comply with any obligation under the Agreement if and for as long as it is impeded from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted views.
11.2 Force majeure is understood to mean all external causes beyond the control of Padel Solution that render the performance of the Agreement impossible or seriously impede it. This includes extreme weather conditions, incapacity of personnel, transport difficulties, disasters, epidemics, pandemics, threat of war and war, cybercrime, lockouts, riots, acts of war and strikes, circumstances that third parties engaged by Padel Solution, such as suppliers, subcontractors and carriers or other Parties on which Padel Solution depends, go bankrupt, fire and theft or loss of tools.
11.3 Padel Solution will be entitled to unilaterally terminate the Agreement if the situation that gives rise to the force majeure will last or occur for longer than three (3) months.
11.4 Damage caused as a result of force majeure may never be charged to Padel Solution.
Article 12. Warranty
12.1 A manufacturer’s warranty shall apply to newly delivered Goods. This warranty amounts to five (5) years. Only a five (5) year product warranty applies to the glass.
12.3 The warranty will lapse if a defect is the result of an external cause and/or cannot be attributed to Padel Solution, the Goods are not used properly and/or or too intensively. In addition, the guarantee will lapse if the Goods delivered have not been maintained correctly, necessarily
and professionally during the guarantee period.
12.4 No claim under the guarantee may be made as long as the Customer has not yet paid the price/compensation agreed for the Goods and/or the work.
12.5 Diagnosis for guarantee cases will in all cases be established by Padel Solution.
12.6 In the event of a justified claim under the guarantee, Padel Solution will, at its discretion, provide repair or replacement of the Goods free of charge, the correct performance of the agreed work, or a refund or discount on the agreed price or fee.
12.7 The Customer shall retain its statutory rights.
Article 13. Completion, approval and maintenance period
13.1 The Customer shall be deemed to inspect the Delivered for defects.
13.2 If the Customer has not filed a complaint in a timely manner, the Customer shall be deemed to be in agreement with the delivery.
13.3 Minor defects that can be easily repaired in a maintenance period agreed between the Parties shall not be a reason for withholding approval, provided that these defects do not prevent putting into use. In the absence of an agreed period, a maintenance period of 30 days after delivery shall apply. Padel Solution shall repair any minor defects found within this
maintenance period.
Article 14. Obligations of the Customer
14.1 The Customer is obliged to hand over all reasonably relevant information to Padel Solution in a timely, complete and, where appropriate, appropriate manner designated by Padel Solution.
14.2 The Customer is obliged to take measures for the optimisation of the execution of the Agreement.
14.3 The Customer is obliged to notify Padel Solution as soon as possible of all facts and circumstances that become apparent, whether or not after the conclusion of the Agreement, and of which it is reasonably known that such facts or circumstances affect the timely and/or proper performance of the Agreement.
Article 15. Complaints
15.1 Complaints relating to the performance of the Agreement must be submitted as soon as possible, fully and clearly in writing or electronically.
15.2 Complaints regarding defects that were not reasonably visible or otherwise unnoticeable during delivery must be reported in writing or electronically within ten (10) days after discovery of the defect, or at least within ten (10) days after the Customer should reasonably have been aware of the defect.
15.3 The Customer shall enable Padel Solution to investigate the complaint and shall provide Padel Solution with all relevant information for this purpose.
15.4 The submission of a complaint by the Customer shall not suspend the stated payment obligation.
Article 16. Liability
16.1 Padel Solution will never be obliged to pay additional or replacement damages,
unless the damage was the result of intent or gross negligence on the part of Padel Solution.
16.2 In the event of intent, Padel Solution will never be obliged to pay consequential or indirect damage.
16.3 If Padel Solution is obliged to pay compensation, the compensation will never exceed the invoice value of the performance of the services that caused the damage or the amount of the payment from the professional liability insurance.
16.4 The Customer shall indemnify Padel Solution against any claims from third parties. In addition, Padel Solution will not be liable for damage to third-party vehicles caused on the premises of Padel Solution.
16.5 Padel Solution will never be liable for damage caused by having relied on incomplete or incorrect information provided by the Customer, or work or deliveries carried out by the Customer.
16.6 At the latest within six (6) months, after the Customer has become aware or could have become aware of the damage suffered by him/her, the Customer must hold Padel Solution liable for this.
16.7 Padel Solution is not liable, and the Customer may not invoke the applicable warranty, if the damage was caused by:
a. inexpert use of the delivered Goods and/or installations, use contrary to the purpose of the delivered Goods or use contrary to the instructions, advice,
(user) instructions, manuals and the like provided by/on behalf of Padel Solution;
b. inadequate/incompetent maintenance of the delivered Goods;
c. inexpert (storage) of the Goods;
d. errors, incompleteness, defects, etc. in the information or materials provided/prescribed to Padel Solution
by/on behalf of the Customer;
e. directions or instructions by/on behalf of the Customer;
f. normal wear and tear
g. deterioration of the Goods by external influences other than those the Goods should normally be able to withstand;
h. emergency repairs;
i. or after repairs/modifications carried out/modifications made by or on behalf of the Customer to the delivered Goods and/or installations
Article 17. Retention of title
17.1 Padel Solution will retain ownership of the Goods until such time as the Customer has paid the total principal sum as stated on the invoice.
17.2 The Customer is not authorised to sell, pledge or otherwise encumber Goods subject to retention of title.
17.3 As long as the Customer has possession of the Goods, it shall keep them carefully and as identifiable property of Padel Solution.
17.4 If third parties seize Goods subject to retention of title, or wish to establish or enforce rights to them, or following the declaration of bankruptcy of the Customer, the Customer is obliged to inform Padel Solution of this as soon as possible.
17.5 The Customer shall arrange for such business or contents insurance as will ensure that Goods delivered under retention of title are covered at all times.
Article 18. Industrial and intellectual property
18.1 The exclusive rights to industrial and intellectual property with respect to the Goods shall lie
entirely with Padel Solution or the relevant manufacturer, and shall not be transferred to the Customer. The Customer guarantees
that these rights, exclusively to the extent necessary for the performance of the Agreement, shall not
be reproduced, disclosed, stored or
otherwise used without the written consent of Padel Solution. If the Customer or any entity affiliated to it infringes these industrial and
intellectual rights, the Customer shall be obliged to pay Padel Solution an immediately payable fine of Euro 1,000 per infringement
immediately, without possibility of reduction
Article 18. Final Provisions
19.1 The Parties are not authorized to transfer rights and obligations under the Agreement to third parties without written consent.
19.2 Dutch law applies to all legal relations between the Parties.
19.3 The Parties must make every effort to resolve disputes amicably.
19.4 Disputes between the Parties will be resolved by a competent court in the district of East Brabant, located in Eindhoven.
19.5 The provision in paragraph 4 does not apply if mandatory law dictates otherwise.
Meteoorsraat 2b
5721 BM Asten
06 81 56 45 85
sales@padelsolution.nl
KVK 91229405