General Terms and Conditions of Service of Wout Monseurs B.V.
1. The definitions used in this agreement have the meaning given to them in the maintenance agreement (hereinafter: the Agreement). These terms and conditions form an integral part of the Agreement.
2. Wout Monseurs B.V. (hereinafter: Monseurs) is responsible for the maintenance of the Equipment and the repair of malfunctions (hereinafter: the Service). The parts and consumables required for this, as well as the labor costs and call-out charges, form part of the Service to be provided by Monseurs.
3. Unused or unreplaced consumables remain the property of Monseurs.
4. Monseurs aims for an average response time of 8 (eight) business hours after receiving a report. Work is carried out on business days from 8:30 a.m. to 5:00 p.m. Recognized public holidays are not considered business days.
5. Monseurs performs the Service, unless, in its opinion, these have arisen:
a. due to an external cause affecting the Equipment (including, but not limited to: damage caused by falling, impact, water, fire, and/or smoke);
b. as a result of careless or incorrect use of the Equipment by the Customer;
c. as a result of repairs carried out by the Customer, its personnel, or third parties, unless Monseurs has given its express prior written consent;
d. as a result of the use of parts and/or consumables that were not supplied and/or installed by Monseurs;
e. as a result of the fact that the Equipment is installed in a room that does not meet the conditions set by Monseurs: the Equipment must be placed in a (according to standards of reasonableness and fairness) dust-free, dry, and well-ventilated room, and connected to an interference-free power supply with a clean ground connection.
f. by relocation of the Equipment by or on behalf of the Customer, unless Monseurs has given its express prior written consent;
g. by failing to report damage and/or malfunctions immediately. In this context, "immediately" means within 1 (one) working day after discovery of the malfunction.
In the above cases, the Customer is responsible for any resulting damage to the Equipment and the costs of repair are not covered by the Service provided by Monseurs.
6. All prices stated in these terms and conditions and the Agreement are exclusive of VAT.
7. Unless otherwise agreed, the Maintenance Price is payable quarterly in advance and the additional prints are payable once every 6 (say: six) months in arrears. The Customer is obliged to inform Monseurs of the current meter readings if Monseurs so requests. If Monseurs does not receive the Customer's current meter reading within 5 (in words: five) working days, Monseurs will estimate the meter reading. In that case, the Customer shall owe the amount based on that estimate. Payment of the invoice must be made without discount or compensation within 30 (say: thirty) days of the invoice date. In the event of late payment, Monseurs shall be entitled to suspend its obligations under the Agreement.
8. Monseurs is entitled to adjust its rates annually on January 1 based on the indexation applied by our suppliers.
9. Monseurs is not liable for death or injury to the Customer's personnel or third parties, nor for damage to the Equipment, property of the Customer and/or third parties, and/or business interruption or other consequential damage, however named, caused by or related to the Equipment. Monseurs is also not liable for damage resulting from downtime or incorrect operation of the Equipment.
10. The Agreement shall commence on the date of installation of the Equipment and shall end after the term for which the Agreement has been entered into or earlier if the Equipment has processed such a number of prints that its technical life has been reached, at the sole discretion of Monseurs. The Agreement shall be tacitly renewed for one year after the agreed term if it has not been terminated in writing by registered letter with due observance of a notice period of 2 (two) months.
11. Early termination of the Agreement by the Customer is not possible, unless the Customer fully compensates Monseurs for the damage suffered by Monseurs as a result of the termination. Such damage shall be at least equal to the sum of the fixed monthly amounts plus the costs of the expected additional prints (based on average usage during the term of the Agreement) that the Customer would owe if the Agreement had not been terminated prematurely. Additional prints are also understood to mean: all prints made as a result of a contract without an agreed fixed monthly amount. This is without prejudice to Monseurs' right to claim compensation for any other damage suffered and/or to be suffered by the Customer. Monseurs reserves the right to charge for scans made retrospectively at 10% of the black and white price.
12. The Agreement may be terminated by Monseurs with immediate effect if:
a. the Customer files for bankruptcy or bankruptcy proceedings are initiated against it;
b. the Customer requests a moratorium on payments;
c. the Customer is placed under guardianship;
d. the Customer sells or terminates its business;
e. the Customer fails to meet its payment obligations;
f. the Customer fails to comply with the instructions for use of the Equipment;
g. the Customer sells, disposes of, exchanges, or relocates the Equipment.
Interim termination on the basis of this article does not release the Customer from its obligation to fully compensate Monseurs in that case. The provisions from the third sentence of Article 10 of these terms and conditions apply mutatis mutandis.
13. If the Equipment is leased, the costs for returning it amount to €150.00 per machine.
14. Only Monseurs has the right to transfer its rights and obligations under the Agreement to a third party.