Article 1 – Definitions
1. SalesRESPECT®: located in ‘s-Hertogenbosch, Chamber of Commerce number 91264022.
2. Client: the person with whom SalesRESPECT® has entered into an agreement.
3. Parties: SalesRESPECT® and Client together.
Article 2 – Applicability
1. These conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of SalesRESPECT®.
2. SalesRESPECT® and the Client can only deviate from these conditions if this has been agreed in writing.
3. SalesRESPECT® and the Client expressly exclude the applicability of the general terms and conditions of the Client or of others.
Article 3 – Offers and quotations
1. Offers and quotations from SalesRESPECT® are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 3 months, unless a different term is stated in the offer or quotation.
3. If the Client does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless SalesRESPECT® and the Client agree in writing.
Article 4 – Prices
1. SalesRESPECT® uses prices in euros, excluding VAT and excluding any other costs such as travel and accommodation costs, unless otherwise agreed in writing.
2. SalesRESPECT® may always change the prices of its services and products on its website and in other communications.
3. SalesRESPECT® will communicate price adjustments to the Client prior to their taking effect.
4. The Client may terminate the agreement with SalesRESPECT® if he does not agree with the price increase.
Article 5 – Payments and term of payment
1. SalesRESPECT® may require a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The Client must make a subsequent payment within 14 days after delivery.
3. The payment terms used by SalesRESPECT® are strict payment terms. This means that if the Client has not paid the agreed amount no later than the last day of the payment term, he is automatically in default and in default, without SalesRESPECT® having to send a reminder or notice of default to the Client.
4. SalesRESPECT® may make delivery dependent on immediate payment or require security for the total amount of the services or products.
Article 6 – Insurance
1. The Client must adequately insure the following items and keep them insured against, among other things, fire, explosion and water damage, and theft:
• delivered goods that are necessary for the execution of the underlying agreement
• SalesRESPECT® items that are present at the Client’s premises
• goods that have been delivered under retention of title
2. The Client will make the policy for these insurances available for inspection upon SalesRESPECT®‘s first request.
Article 7 – Intellectual property
1. The required training material is provided by SalesRESPECT® for all assignments. The content of the materials may be used by the client within its organization without restriction, provided the source is stated. Use outside the client’s organization is not permitted.
2. SalesRESPECT® retains all intellectual property rights to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models and models, unless otherwise agreed.
3. The Client may not show, make available or use in any other way the intellectual property rights in paragraph 1 without the prior written permission of SalesRESPECT®.
4. The client is not permitted to remove or make unrecognizable any indication regarding intellectual property rights from the SalesRESPECT® materials.
Article 8 – Notice of default
1. The Client must notify SalesRESPECT® in writing of any notice of default.
2. The Client is responsible for ensuring that his notice of default actually reaches SalesRESPECT® on time.
Article 9 – Liability SalesRESPECT®
1. SalesRESPECT® is only liable for damage suffered by the Client if that damage is caused by intent or deliberate recklessness.
2. If SalesRESPECT® is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
3. SalesRESPECT® is not liable for indirect damage, such as consequential damage, lost profits or damage to third parties.
4. If SalesRESPECT® is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance policy. If no insurance has been taken out or no amount of damage is paid, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and cannot lead to any compensation, dissolution or suspension.
Article 10 – Dissolution
1. The Client may cancel the agreement if SalesRESPECT® imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by SalesRESPECT® is still possible, dissolution can only take place after SalesRESPECT® is in default.
3. SalesRESPECT® may cancel the agreement with the Client if the Client does not fully or timely fulfill its obligations under the agreement, or if SalesRESPECT® has become aware of circumstances that give it good grounds to assume that the Client will not fulfill its obligations.
Article 11 – Force majeure
1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of SalesRESPECT® by the Client cannot be attributed to SalesRESPECT® in the event of force majeure.
2. If a force majeure situation arises as a result of which SalesRESPECT® cannot fulfill 1 or more obligations towards the Client, those obligations will be suspended until SalesRESPECT® can fulfill them.
3. From the moment that a force majeure situation has lasted at least 30 calendar days, both the Client and SalesRESPECT® may cancel the agreement in whole or in part in writing.
4. SalesRESPECT® does not have to pay any compensation to the Client in a force majeure situation.
Article 12 – Cancellation or change of order by SalesRESPECT®
If an assignment, or part thereof, for whatever reason, cannot be carried out by SalesRESPECT® at the agreed time, SalesRESPECT® will immediately inform the client about this. A new date will then be determined by mutual agreement between the parties. If a trainer is unable to perform an assignment, SalesRESPECT® will discuss with the client whether the client wishes to deploy a replacement trainer (if available), or whether the client wishes to postpone the assignment (free of charge). The Client cannot derive any right from this to cancel the assignment itself or to claim (replacement) compensation.
Article 13 – Cancellation or data change by the client
In case of cancellation or date change of an assignment by the client: no costs will be charged up to 6 weeks before the start of the assignment. Between 6 weeks and 2 weeks before the start of the assignment, 50% of the total assignment amount will be charged. Within 2 weeks before the start of the assignment, 100% of the total assignment amount will be charged. Cancellation or change of date must be made in writing only. For participants who are not permanently present during a training, you will still owe the total training and any accommodation costs.
Article 14 – Applicable law and competent court
1. Dutch law applies to these general terms and conditions and every underlying agreement between the Client and SalesRESPECT®.
2. The court in the district where SalesRESPECT® is located has exclusive jurisdiction to hear any disputes between the Client and SalesRESPECT®, unless the law provides otherwise.