These are the terms and conditions of MIUZ ( MIUZ ). MIUZ is located at Overtoom 117 1054HE Amsterdam 1054HE Amsterdam, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 82474869.
If you have any questions, you can contact us via mail at: firstname.lastname@example.org and by calling: 0207852994.
MIUZ reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
Article 1 – Services
We offer the following services: Our services include selling of ice cream
Article 2 – Applicability of these General Terms and Conditions
These terms and conditions apply to every offer, proposal and assignment between MIUZ and you ( Client ). On request, MIUZ shall send these terms and conditions to you, free of charge. They are also available on www.miuz.nl.
Article 3 – Establishment of the Assignment
The assignment shall be deemed established when Client consents to the service.
Article 4 – Proposals and Offers
1. All offers and proposals from MIUZ are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
2. If the Client provides MIUZ with certain information, MIUZ may assume that the provided information is correct and will base the proposal on that information.
Article 5 – Pricing
1. MIUZ can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
2. In case MIUZ has raised prices due to the circumstances referred to in the previous section, the Client has the right to annul the assignment. The Client will be charged for costs incurred for working hours or the execution of parts of the assignment. The Client in such case has no right to compensation or damages.
3. An offered price does not include expenses for MIUZ .
Article 6 – Payment and Collection Charges
1. Client must pay within fourteen days after the invoice date.
2. If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default ( ingebrekestelling ) being required. In case of default, Client owes MIUZ the statutory interest (in case he is a consumer) or alternatively the statutory commercial interest plus 1%. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
3. If Client does not pay in time, he shall immediately be in default. He will then be due to MIUZ all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
a. 15% on the first € 2,500;
b. 10% on the part that remains thereafter, up to € 5,000;
c. 5% on the part that remains thereafter, up to € 10,000;
d. 1% on the part that remains thereafter, to € 200,000;
e. 0.5% on the remaining part, whereby the total collection fees are maximised to € 6,775.
4. Any outstanding amounts by the Client are immediately payable in the following cases:
a. Client fails to pay within the payment term;
b. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
c. Client (company) is dissolved or liquidated;
d. Client (private individual) is placed under guardianship or deceased.
Article 7 – Duration
1. Client and MIUZ enter into the contract for an indefinite period of time, unless Parties agree otherwise.
2. The agreement can be terminated, by both parties, at any moment, without respecting a notice period.
Article 8 – Execution of the Assignment
1. MIUZ shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
2. Client shall timely provide MIUZ with all information or material, required for the execution of the assignment.
3. If Client does not provide the material or information in time, MIUZ may suspend the execution of the assignment and charge the additional costs, resulting from the delay. MIUZ is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.
Article 9 – Changes of the Assignment
1. If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
2. If parties agree on altering the assignment, MIUZ may raise or lower the price. If possible, MIUZ shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
3. MIUZ may refuse a request, made by Client, to change the assignment if such changes could affect the quality or quantity of the activities.
Article 10 – Suspension, Dissolution
1. MIUZ may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
2. If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
3. MIUZ may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate MIUZ for damages.
Article 11 – Termination in the Interim
1. If MIUZ cancels the assignment in the interim, MIUZ shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for MIUZ, these costs shall be borne by Client.
2. MIUZ may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
a. Client fails to pay within the payment term;
b. Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
c. Client (the company) is dissolved or liquidated;
d. The occurrence of circumstances in which Client can no longer freely dispose of his capital.
Article 12 – Force Majeure
1. MIUZ is not obliged to comply in the event of force majeure .
2. MIUZ may suspend the obligations, coming from the assignment, for as long as the force majeure continues.
3. If MIUZ complied with a part of its obligations, and that part has an independent value, MIUZ may charge that part to Client.
Article 13 – Complaints
1. Client shall notify MIUZ in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
2. A timely notified complaint does not suspend or cancel any payment obligation resting on Client.
3. If Client does not notify MIUZ timely, Client is not entitled to any recovery, replacement or compensation.
4. If it is established that the complaint is justified and the notification by Client thereof was timely delivered, MIUZ shall recover, replace or compensate it’s work within a reasonable term after returns thereof from the Client.
5. If it is established that a complaint is not justified, Client shall compensate MIUZ for made expenses (like research costs).
Article 14 – Liability
1. MIUZ is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by MIUZ.
2. MIUZ is not liable for any damages resulting from MIUZ due to incorrect or incomplete information provided by Client.
3. The liability of MIUZ shall never exceed the amount paid by its insurer.
4. If MIUZ’s professional liability insurer does not cover the damages, MIUZ’s liability is limited to the amount paid by Client. Under no circumstances can this liability exceed the amount of €50,00.
5. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.
Article 15 – Limitation Period
The limitation period on all claims and defences against MIUZ is one year.
Article 16 – Indemnification
1. Client indemnifies MIUZ from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to MIUZ.
2. If third parties address MIUZ to be liable for damages resulting from the execution of the assignment, Client shall support MIUZ both judicial and extrajudicial and Client shall do what may be expected from him.
3. If Client does not provide the support described in paragraph 2, MIUZ may take the actions it deems required. All expenses and damages made by MIUZ in this respect shall be borne by Client.
Article 17 – Non-Disclosure
1. MIUZ shall not disclose any of Client’s information to third parties, unless MIUZ is required by a statutory or professional obligation to disclose the information.
2. MIUZ shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves MIUZ and the information can be of importance.
3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from MIUZ, whether they are in writing or not.
Article 18 – Nullity
If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.
Article 19 – Conflicting Provisions
If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the provisions of these terms and conditions shall prevail.
Article 20 – Applicable Law
Article 21 – Competent Court
The Court of Amsterdam.