General terms and conditions
Article 1: Definitions
For the purposes of these General Terms and Conditions, the following definitions apply:
1.1. Advice: Advice from Voltra Charging to Client;
1.2. Terms and conditions: These General Terms and Conditions of Voltra Charging;
1.3. Consumer: A number of provisions in these General Terms and Conditions apply only to the situation where Customer is a natural person not acting in the exercise of a profession or business. In those provisions, this party is referred to as Consumer;
1.4. Service: The performance or range of performance offered by Voltra Charging to Client;
1.5. Phase: a defined stage with a defined and testable result;
1.6. Installation: if agreed between parties, the assembly and connection of the Product, in such a way that it can achieve a good yield in the given circumstances;
1.7. Customer: client who enters into an Agreement with Voltra Charging regarding the purchase of the Product or Service;
1.8. Location: the real estate where Services are to be performed or Products are to be delivered or installed;
1.9. Network operator. network operator as referred to in Section 1(1)(k) of the Electricity Act 1998, or Section 1(1)(e) of the Gas Act;
1.10. Agreement: the Agreement between Voltra Charging and Client to purchase the Product;
1.11. Parties: Client and Voltra Charging jointly;
1.12. Product: charging solutions in the broadest sense of the word. All this as specified in the Agreement, including consultancy work;
1.13. Seller. contractor c.q. Seller with trade name: Voltra Charging;
1.14. Proposal: an offer, quotation or proposal from Voltra Charging to enter into an Agreement.
1.15. Voltra Charging: VAT number: Chamber of Commerce number: Branch address: E-mail: [email protected] Telephone number: +3185 250 25 68
Article 2: Applicability
2.1. These General Conditions apply to and form part of all requests, Proposals, orders and Agreements between Voltra Charging and the Client;
2.2. These conditions cannot be deviated from unless the Parties have agreed in writing and then only for the Agreement for which these amended arrangements have been made;
2.3. The applicability of Customer's General Terms and Conditions, in their entirety or parts, is expressly excluded;
2.4. Customer who has concluded an Agreement under the applicability of these terms and conditions shall be deemed to have tacitly agreed to the applicability of these terms and conditions to subsequently concluded agreements;
2.5. If one or more of these conditions are null and void or may be annulled, the remaining provisions of these conditions shall continue to apply to the Agreement. Voltra Charging reserves the right to change the General Conditions and to apply these changes to already existing Agreements. Voltra Charging shall give prior written notice of such amendments to Customer.
Article 3: Proposals and conclusion of the Agreement
3.1. All Proposals of Voltra Charging are non-binding and based on the data provided with the Proposal. If, in addition to or deviating from the information provided by the client, circumstances arise or prove to be an obstacle to the execution or duration of the assignment, Voltra Charging may limit, extend or terminate the assignment;
3.2. Proposal may be withdrawn until signed by parties;
3.3. The provisions included in the Agreement prevail over the provisions as included in these General Terms and Conditions;
3.4. Proposals by Voltra Charging are based on the data provided by the Client. If these data change or prove to be incorrect, Voltra Charging has the option to withdraw the Proposal;
3.5. Voltra Charging holds customer liable for the risk of damage caused by errors or defects in the drawings, calculations, constructions, specifications and execution regulations or other specifications provided by him that are important for forming the Proposal;
3.6. The Agreement comes into effect after customer signs the Proposal;
3.7. The Agreement supersedes anything discussed between Voltra Charging and client.
Article 4: Execution and adaptation of the Agreement
4.1. Only Voltra Charging shall be regarded as a contractor vis-à-vis the client, even if it is the express or tacit intention that an order will be carried out by a specific person. The effect of articles 7:404 and 7:407 paragraph 2 of the Civil Code is expressly excluded;
4.2. Voltra Charging carries out the assignment given to it exclusively on behalf of client. Third parties cannot derive any rights from the contents of the activities carried out or from the way in which the assignment has or has not been carried out. client indemnifies Voltra Charging against claims of third parties in this regard;
4.3. Additions or amendments to the order confirmation or quotation and order are only binding for the parties if and insofar as they have been laid down in writing by the parties. The effective date of the amendments will be explicitly indicated;
4.4. If legislative changes occur, or the interpretation of legislation changes significantly, as a result of which the concluded Agreement changes, all possible negative consequences thereof shall be at the expense and risk of the Customer, unless and insofar as this is explicitly agreed otherwise by further agreement;
Article 5: Price
5.1. Unless expressly stated otherwise in writing, the prices stated in the offer and Agreement are fixed;
5.2. If after the date of formation of the Agreement and before payment, one or more of the cost price factors (such as for example, but not exclusively, prices of materials, transport costs, import and/or export duties and taxes) has undergone a change, Voltra Charging is entitled to change the agreed price accordingly;
5.3. In the event of a change, as referred to in article 5.2, both Voltra Charging and the Client are entitled to dissolve the Agreement, within fourteen days of Voltra Charging's notification of a price increase, by registered letter;
5.4. Voltra Charging is entitled to annually index the price according to the Service Price Index according to Centraal Bureau voor Statistiek.
Article 6: Delivery and transfer of ownership
6.1. The delivery of the Product and/or Service takes place at the address specified by Client, where Voltra Charging aims for a delivery period of 3 months after Voltra Charging has entered into the Agreement;
6.2. The deadline mentioned in 6.1 is not a deadline. If Voltra Charging does not deliver on time, client shall give Voltra Charging notice of default and a reasonable period for performance. All liability with regard to non-timely delivery by Voltra Charging is hereby excluded, including, but not limited to, financial damages arising from the unrealised yield of the Product;
6.3. Voltra Charging is entitled to deliver the Product and/or the Service in parts. If delivery is made in parts, Voltra Charging is entitled to invoice each part separately;
6.4. If after the conclusion of the Agreement the Product is no longer available, or at least is no longer available within a reasonable period of time -to the discretion of Voltra Charging- Voltra Charging is entitled to offer a comparable Product -to the discretion of Voltra Charging-. Voltra Charging is entitled to adjust the agreed price accordingly;
6.5. In the event of a change in the Agreement, as referred to in article 6.4, both Voltra Charging and the Client are entitled to dissolve the Agreement, within ten working days of Voltra Charging's notification that the Agreement is being changed, by registered letter;
6.6. Voltra Charging will approach customer in writing (email included) to make an appointment for the delivery of the Product;
6.7. Voltra Charging reserves the ownership of all goods it has delivered to the customer, as long as the customer has not completely fulfilled his (payment) obligation(s) towards Voltra Charging, on account of the agreements of delivery or provision of goods or products. This includes claims with regard to a failure in the fulfilment of such agreements;
6.8. As long as delivered goods are subject to retention of title, the customer may not encumber them outside the normal course of business;
6.9. Client irrevocably authorises Voltra Charging to access the place where the goods delivered/installed by Voltra Charging are located, in order to take possession of them. client is liable for the retrieval costs to be incurred by Voltra Charging;
6.10. Client undertakes, now for then, to establish a non-possessory pledge on the Product at Voltra Charging's first request, insofar as Voltra Charging's retention of title on these goods should at any time prove to be null and void;
6.11. The goods or products delivered or made available by Voltra Charging to client are from the moment of actual delivery to client completely for his account and risk;
6.12. Customer is obliged to examine upon delivery, and at the latest within 48 hours after delivery, whether the correct goods have been delivered and whether the delivered goods comply with the Agreement in terms of quantity (e.g. number and quantity). If this is not the case and the opposite party does not inform Voltra Charging of this in writing within two weeks, then Client shall lose all rights in respect of shortcoming in the performance related to the nonconformity of what has been delivered to the Agreement;
6.13. Notwithstanding the provisions of Article 6.12, a period of two months applies to Consumer.
Article 7: Payment
7.1. All amounts owed by Client to Voltra Charging by virtue of the delivery of the Product, Voltra Charging shall charge Client by means of an invoice;
7.2. Payment by customer shall be made on the basis of the pre-quoted payment conditions to a bank and/or giro account designated by Voltra Charging, unless expressly agreed otherwise in writing;
7.3. Complaints do not suspend the customer's payment obligation;
7.4. Without the express written consent of Voltra Charging, customer is not allowed to set off his payment obligation towards Voltra Charging with a claim of customer against Voltra Charging, for whatever reason. This also applies if customer applies for (provisional) suspension of payment or is declared bankrupt;
7.5. Voltra Charging has the right at any time to demand prepayment, cash payment, or security for payment from Client, whereby a maximum prepayment of 70% of the purchase amount can be demanded from Consumer, unless explicitly stipulated otherwise in the Agreement;
7.6. In case of liquidation, bankruptcy, seizure of goods and/or property of Client or suspension of payment of Client, Voltra Charging's claims on Client are immediately due and payable;
7.7. The payment term referred to in article 7.2 is a deadline. If payment is not made on time, the Client shall therefore be in default without notice of default and Voltra Charging shall be entitled to charge statutory commercial interest from the due date of the invoice;
7.8. If Client is in default of the (timely) fulfilment of his obligations, Client shall owe Voltra Charging extrajudicial costs in addition to the legal commercial interest referred to in article 7.7, whereby Voltra Charging claims legal compensation of the extrajudicial (collection) costs. Which, in deviation from article 6:96 subsection 4 of the Civil Code and in deviation from the Decree on compensation for extrajudicial collection costs, shall already now for then be set at an amount equal to 15% of the total outstanding principal sum with a minimum of € 75.00 for each invoice left partially or completely unpaid;
7.9. In deviation from the provisions in article 7.8, with regard to compensation of extrajudicial costs for the Consumer, Voltra Charging is entitled to an amount equal to the maximum compensation allowed by law in the matter of extrajudicial collection costs, as stipulated in and calculated in accordance with the Decree on compensation for extrajudicial collection costs. Insofar as the outstanding amount -after the default has occurred- is not yet paid, after a reminder, within 14 days counting from the day following the day of the reminder;
7.10. In case of non or non-timely payment by the Client or non or non-sufficient fulfilment of any obligation resting on the Client, Voltra Charging is entitled to extrajudicially terminate the Agreement and to discontinue further provision of services, without prejudice to Voltra Charging's right to claim fulfilment or compensation of the damages suffered by the Client as a result of the termination of the Agreement;
7.11. Client is obliged to provide security if due claims of Voltra Charging against Client remain unsettled.
Article 8: Installation
8.1. Product is installed and connected by customer himself;
8.2. Client is responsible to Voltra Charging for the correct and timely execution of all fixtures, facilities and/or conditions necessary for installation.
8.3. Voltra Charging is never liable for damage to the work as a result of work or deliveries carried out by customer or on behalf of customer by third parties;
8.4. Damage and costs caused by failure to comply with the conditions set out in these General Terms and Conditions shall be at the expense and risk of the customer;
8.5. Customer further bears the risk for damage caused or to be caused as a result of inaccuracies in the information provided by him or work commissioned and defects in the (un)movable property on which the work is performed;
8.6. Insofar as an expert intermediary, including but not limited to a consultancy firm, construction company or installer, wishes to deviate from what is stipulated in article 8.3 and therefore does not wish to carry out the Installation in accordance with the standards applicable in the sector, such as the NEN 7250, Voltra Charging shall not be liable for any damage (both direct and indirect damage) as a result of not installing in accordance with the standards applicable in the sector;
Article 9: Guarantee
9.1. Voltra Charging guarantees the proper functioning of the Product under normal use and after proper Installation for a period of two years, provided that this is claimed in the manner regulated in this Article 9;
9.2. Defects must be reported in writing to Voltra Charging immediately but always within two weeks of the revelation of the defect, failing which any warranty claim towards Voltra Charging shall lapse;
9.3. Notwithstanding the provisions of Article 9.3, a period of two months applies to the Consumer;
9.4. Client must in all cases give Voltra Charging the opportunity to repair (or have repaired) any defect. Voltra Charging shall, at its discretion, within a reasonable period of time, either repair the defect or replace the Product. If the Product is no longer available, Voltra Charging shall be entitled to repair the defect with a comparable Product, at its own discretion. Voltra Charging is not liable for any (consequential) damage as a result of the repair or replacement;
9.5. As long as Customer has not fulfilled all its financial obligations arising from the Agreement, it cannot claim any warranty;
9.6. Client forfeits his warranty claim against Voltra Charging, is liable for all damages and indemnifies Voltra Charging against any third party claim for damages if and to the extent:
9.7.1. The damage was caused by inexpert and/or with instructions, advice or directions for use of Voltra Charging contrary to instructions, advice or directions for use of the Product or a part thereof by customer;
9.7.2. Damage is caused by errors, incompleteness or inaccuracies in data, materials, information carriers, documents, etc. provided and/or prescribed to Voltra Charging by or on behalf of Client;
9.7.3. Damage has occurred due to properties of the subsoil of the site or the site itself where the Product or a component thereof is placed;
9.7.4. The damage was caused by instructions given by or on behalf of customer to Voltra Charging;
9.7.5. Damage has occurred because Customer itself or a third party on behalf of Customer has carried out repairs or other work on the Installation or any part thereof, without Voltra Charging's prior written consent;
9.7.6. The damage was caused by emergency repairs carried out.
9.8 Voltra Charging provides warranty only to the extent provided by the manufacturer.
9.8.1 If and to the extent that the manufacturer ceases to exist (in whole or in part), goes bankrupt or is in any other way unable to meet its obligations, any claim for warranty through Voltra Charging shall lapse.
9.8.2 This is without prejudice to the fact that the delivered product must comply with the agreement at the time of delivery.
Article 10: Liability
10.1. Voltra Charging discharges its duty, as may be expected of a company in its line of business, but does not accept any liability for damage, including death and personal injury damage, consequential damage, trading loss, loss of profit and/or stagnation damage, which is the result of acts or omissions of Voltra Charging, its personnel or third parties engaged by it, the Product and/or the Installation. Unless mandatory legal provisions dictate otherwise;
10.2. Voltra Charging is never liable for damages due to lost power output as a result of non-functioning of the Product and/or incorrect Installation;
10.3. Damage should be reported to Voltra Charging as soon as possible, but no later than two weeks after the discovery of the damage;
10.4. Without prejudice to the provisions of the other paragraphs of this article, Voltra Charging's liability, for whatever reason, shall furthermore be limited to the invoice amount actually paid. At least, the part thereof that relates to the liability and such to a maximum of the amount of the payment to be provided by Voltra Charging's insurer in the occurring case (including the own risk that Voltra Charging bears in connection with the insurance), insofar as Voltra Charging is insured for this;
10.5. Client indemnifies Voltra Charging against any claims by third parties, including for example the owner of the property and/or real estate, related to the Product, and the presence of the Product;
10.6. Client shall hold Voltra Charging liable for this no later than two months after he has become aware or could reasonably have become aware of the total damage suffered by him;
10.8. The limitations of liability included in this article do not apply if the damage is due to intentional and/or conscious recklessness of Voltra Charging, its management and/or its executive staff.
Article 11: Force majeure
11.1. Force majeure means any shortcoming in the execution of the Agreement that cannot be attributed to Voltra Charging or client, because it is not due to the fault of Voltra Charging or client, nor by virtue of the law, legal act or generally accepted views comes for the account of Voltra Charging or client;
11.2. In case of temporary force majeure, Voltra Charging is entitled to extend the agreed target period by the time, during which the temporary force majeure continues;
11.3. In case of permanent force majeure, or a force majeure situation for a continuous period of more than three months, Voltra Charging or customer respectively shall be entitled to dissolve the Agreement out of court. In the event of force majeure Client cannot claim compensation from Voltra Charging for any damages suffered by him, without prejudice to the provisions of article 6:78 Civil Code;
11.4. The parties shall mutually inform each other in writing of a force majeure situation as soon as possible.
Article 12: Intellectual property
12.1. The copyright on the documents prepared by Voltra Charging, such as drawings, designs, models, reports and advice, are at all times owned by Voltra Charging. They may not be used, copied or made available to third parties or made public without Voltra Charging's prior written consent. An exception is when client uses it within the framework of the agreement;
12.2. Client is not allowed to reuse Voltra Charging's documents and advice in whole or in part without Voltra Charging's express written consent. In this case, Voltra Charging has the right to demand reasonable compensation.
Article 13: Applicable law and disputes
13.1. Each Agreement, of which these General Terms and Conditions are applied, is exclusively governed by Dutch law to the exclusion of foreign laws and treaties such as the Vienna Sales Convention;
13.2. Disputes between the parties, including those considered as such by only one of the parties, will be resolved as far as possible through proper consultation;
13.3. If the parties do not reach a solution, the District Court of The Hague is competent to take cognisance of any disputes, albeit that Voltra Charging always retains the authority to submit the dispute to the competent court in the place where Client is located;
13.4. Contrary to the provisions in article 13.3, the Consumer shall always be authorised to opt for settlement of the dispute by the legally competent court, provided he makes this choice known to Voltra Charging in good time. By timely, here is meant: within one month after Voltra Charging has notified the Consumer in writing that it wishes to submit the dispute to the court in The Hague.
[email protected] +31 (0)85 250 2568 www.voltracharging.com/en
