General terms & conditions
These are the general terms and conditions with regard to Echo Sierra Studio, located in Oosterhout under KVK no. 75086972.
General terms & conditions Echo Sierra Studio
- Echo Sierra Studio: Echo Sierra Studio, located in Oosterhout, KVK nr. 75086972.
- Customer: the person with whom Echo Sierra Studio has entered into an agreement.
- Parties: Echo Sierra Studio and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Applicability general terms & conditions
- These terms and conditions apply to all quatations, offers, work conditions, agreements and deliveries of services or products by or on behalf of Echo Sierra Studio.
- Parties can only deviate from these conditions if they have expressly agreed in writing.
- Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions from the customer or from third parties.
- All prices that Echo Sierra Studio uses are in euros, including VAT and excluding any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
- All prices that Echo Sierra Studio uses for its products or services, on its website or that are otherwise made known, can be changed by Echo Sierra Studio at any time.
- Increases in the cost prices of products or parts thereof, which Echo Sierra Studio could not foresee at the time of making the offer or the conclusion of the agreement, may lead to price increasement.
- The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
- The price for a service is determined by Echo Sierra Studio on the basis of the hours actually spent.
- The price is calculated according to the usual hourly rates of Echo Sierra Studio, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
- If the parties have agreed a total amount for a service by Echo Sierra Studio, this is always a target price, unless the parties have explicitly agreed in writing a fixed price, which cannot be deviated from.
- Echo Sierra Studio is entitled to deviate up to 10% from the target price.
- If the target price is more than 10% higher, Echo Sierra Studio must inform the customer in time why a higher price is justified.
- If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price with more than 10%.
- Echo Sierra Studio has the right to adjust the prices annually.
- Prior to the start of Echo Sierra Studio will communicate price adjustments to the customer.
- The consumer has the right to cancel the agreement with Echo Sierra Studio if he does not agree with the price increasement.
Payments & terms of payments
- Echo Sierra Studio may require a deposit of up to 50% of the agreed amount upon entering into the agreement.
- The customer must have paid payments within 7 days after delivery of the product.
- Payment terms are regarded as deadlines for payment. This means that if the customer has not paid the agreed amount no later than the last day of the payment term, he is legally in default, without Echo Sierra Studio having to send the customer a reminder or notice of default.
- Echo Sierra Studio reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.
Consequences of late payment
- If the customer does not pay within the agreed term, Echo Sierra Studio is entitled to charge an interest of 1% per month from the day that the customer is in default, whereby part of a month is counted as a whole month.
- When the customer is in default, he also owes extrajudicial collection costs and any compensation to Echo Sierra Studio.
- The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- If the customer does not pay on time, Echo Sierra Studio may suspend its obligations until the customer has fulfilled his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of Echo Sierra Studio on the customer are immediately due and payable.
- If the customer refuses to cooperate with the execution of the agreement by Echo Sierra Studio, he is still obliged to pay the agreed price to Echo Sierra Studio.
Right of complaint
- As soon as the customer is in default, Echo Sierra Studio is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
- Echo Sierra Studio invokes the right of complaint by means of a written or electronic communication.
- As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to Echo Sierra Studio, unless parties make other agreements about this.
- The costs for returning the products are for the account of the customer.
Unless the customer is a consumer, the customer waives the right to suspend performance of any obligation under this agreement.
Right of retention
- Echo Sierra Studio can invoke its right of retention and in that case keep the customer’s products in its possession, until the customer has paid all outstanding invoices with regard to Echo Sierra Studio, unless the customer has provided sufficient security for those costs.
- The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Echo Sierra Studio.
- Echo Sierra Studio is not liable for any damage that the customer may suffer as a result of using his right of retention.
Unless the customer is a consumer, the customer waives his right to set off a debt to Echo Sierra Studio against a claim on Echo Sierra Studio.
Retention of title
- Echo Sierra Studio remains the owner of all delivered products until the customer has fully fulfilled all his payment obligations towards Echo Sierra Studio under any agreement concluded with Echo Sierra Studio, including claims for failure to perform.
- Until then, Echo Sierra Studio will be able to invoke his retention of title and take things back.
- Before ownership is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If Echo Sierra Studio invokes its retention of title, the agreement will be considered dissolved and Echo Sierra Studio has the right to claim damages, loss of profit and interest.
- If the agreed amounts are not or not paid on time, Echo Sierra Studio has the right to suspend its obligations until the agreed part has been paid.
- In case of late payment, there is a credit default, as a result of which the customer cannot object late delivery to Echo Sierra Studio.
- The delivery times specified by Echo Sierra Studio are indicative and do not entitle the customer to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
- The delivery time starts when the customer has completed the (electronic) ordering process and has received an (electronic confirmation) from Echo Sierra Studio.
- Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless Echo Sierra Studio cannot deliver within 14 days after being notified in writing or parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Execution of the agreement
- Echo Sierra Studio executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- Echo Sierra Studio has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
- It is the responsibility of the customer that Echo Sierra Studio can start the execution of the agreement in time.
- If the customer has not ensured that Echo Sierra Studio can start the implementation of the agreement in time, the resulting extra costs and / or extra hours will be charged to the customer.
Provision of information by the customer
- The customer makes all information, data and documents that are relevant to the correct execution of the agreement available to Echo Sierra Studio in a desired form and in the desired manner.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they come from third parties, unless the nature of the agreement dictates otherwise.
- If and insofar as the customer requests this, Echo Sierra Studio will return the relevant documents.
- If the customer does not, not timely or properly make available the information, data or documents reasonably required by Echo Sierra Studio and if the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be charged to the customer.
Duration of the agreement
- The agreement between Echo Sierra Studio and the customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
- If an agreement has been concluded for a definite period, it will be tacitly converted into an agreement for an indefinite period after the term has expired, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 month (s) or for a consumer to terminate the agreement with due observance of a notice period of 1 month, the agreement will end by operation of law.
- If parties have agreed a term for the completion of certain activities within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must declare Echo Sierra Studio a written notice of default.
Termination of an agreement for an indefinite period
- The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 2 months.
- A consumer has the right to terminate an agreement for an indefinite period, with due observance of a notice period of 1 month.
Echo Sierra Studio retains all intellectual property rights (including copyright, patent right, trademark right, drawing and design right, etc.) on all designs, drawings, writings, carriers with data or other information, images, etc., unless parties have agreed otherwise in writing.
The customer may not copy, have it shown to third parties and / or make it available or use it in any other way, without the prior written permission of Echo Sierra Studio.
The customer keeps any information he receives (in any form) from Echo Sierra Studio a secret.
The same applies to any other information regarding Echo Sierra Studio that he knows or can reasonably suspect is secret or confidential, or that it can expect to disseminate Echo Sierra Studio.
- The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.
- The confidentiality obligation described in this article does not apply to information:
which was already public before the customer learned of this information or which subsequently became public without it being the result of a breach of the customer’s confidentiality obligation.
which is made public by the customer on the basis of a legal obligation.
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
The customer indemnifies Echo Sierra Studio against all third-party claims related to the products and / or services supplied by Echo Sierra Studio.
The customer must examine a product or service provided by Echo Sierra Studio as soon as possible for any shortcomings.
If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform Echo Sierra Studio of this as soon as possible, but in any case within 1 month after the shortcomings have been discovered.
Consumers must inform Echo Sierra Studio within 2 months after discovering the shortcomings.
- The customer gives a detailed description of the shortcoming, so that Echo Sierra Studio is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint concerns ongoing work, this can in any case not lead to Echo Sierra Studio being able to perform other work than agreed.
Notice of default
- The customer must notify notice of default in writing to Echo Sierra Studio.
- It is the responsibility of the customer that a notice of default actually reaches Echo Sierra Studio (on time).
Joint and several liability of the customer
If Echo Sierra Studio enters into an agreement with multiple clients, each of them will be jointly and severally liable for the full amounts owed to Echo Sierra Studio under that agreement.
Liability Echo Sierra Studio
- Echo Sierra Studio is only liable for any damage that the customer suffers if and insofar as this damage is caused by intent or deliberate recklessness.
- If Echo Sierra Studio is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
- Echo Sierra Studio is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
- If Echo Sierra Studio is liable, this liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.
Any right of the customer to compensation from Echo Sierra Studio expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.
Right to dissolution
- The customer has the right to dissolve the agreement if Echo Sierra Studio culpably fails to fulfill its obligations, unless this shortcoming, due to its special nature or minor significance, does not justify termination.
- If the fulfillment of the obligations by Echo Sierra Studio is not permanently or temporarily impossible, dissolution can only take place after Echo Sierra Studio is in default.
- Echo Sierra Studio has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if Echo Sierra Studio has taken note of circumstances that give him good reason to fear that the customer will not be able to properly fulfill its obligations.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Echo Sierra Studio in the fulfillment of any obligation to the customer cannot be attributed to Echo Sierra Studio in a situation independent of the wishes of Echo Sierra Studio. As a result of which the fulfillment of his obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of his obligations cannot reasonably be expected from Echo Sierra Studio.
- The force majeure situation referred to in paragraph 1 also includes, but is not limited to: a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); breaches and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a force majeure situation arises that prevents Echo Sierra Studio from fulfilling 1 or more obligations to the customer, those obligations will be suspended until Echo Sierra Studio can meet them again.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
- Echo Sierra Studio does not owe any (damage) compensation in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement for the execution thereof, it appears necessary to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and by mutual agreement.
Changing general terms & conditions
- Echo Sierra Studio is entitled to change or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Echo Sierra Studio will discuss major substantive changes with the customer as much as possible in advance.
- Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions.
Transfer of rights
- The customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Echo Sierra Studio.
- his provision applies as a clause with property law effect as referred to in Section 3:83 (2) of the Dutch Civil Code.
Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
- In that case, any provision that is void or voidable is replaced by a provision that is closest to what Echo Sierra Studio had in mind when drafting the terms and conditions.
Applicable law and competent court
- Dutch law applies exclusively to every agreement between the parties.
- The Dutch court in the district where Echo Sierra Studio is located / practices / offices has exclusive jurisdiction to hear any disputes between parties, unless the law prescribes otherwise.
Drawn up on September 22, 2019.
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