Terms and Conditions

1. Definitions

In these general terms and conditions, the following definitions apply:

1.1 FUEL: the designer, producer, and installer of articles and systems for climbing sports, who carries out the assignment or undertakes the work as the contractor;

1.2 Client: the organization or natural person who instructs FUEL to perform work;

1.3 Assignment: the agreement for assignment or contract for work in which FUEL will perform certain activities for the client;

1.4 Activities: all activities and services for which the assignment has been given, or which are carried out by FUEL in the context of the accepted assignment. This includes, but is not limited to, the activities and services mentioned in the offer, quotation, or assignment or contract for work;

1.5 General terms and conditions: The rules in this document that apply to all agreements between the client and FUEL.

2. Agreement, quotation, and confirmation

2.1 These general terms and conditions apply to all activities and services, quotations, tenders, bids, agreements, and contracts between the client and FUEL. Deviations from these general terms and conditions can only be agreed upon in writing between the client and FUEL.

2.2 These general terms and conditions prevail explicitly over any purchasing or other conditions of the client.

2.3 Quotations are non-binding and valid for 30 days. Price quotations may be subject to changes due to unforeseen changes in the work or increases in costs and taxes. Prices are exclusive of VAT. The stated rates and offers do not automatically apply to future assignments. The client is responsible for the accuracy and completeness of the information provided to FUEL, on which FUEL bases the quotation.

2.4 Orders are confirmed in writing or by email by the client. If the client fails to do so but still agrees to let FUEL start the assignment, the contents of the quotation will be considered agreed upon, and these general terms and conditions will apply. Further oral agreements are only binding on FUEL after they have been confirmed in writing or by email by FUEL.

3. Execution of the agreement

3.1 FUEL makes every effort to carefully execute the assignment and strive for a usable result for the client. To the extent necessary, FUEL will keep the client informed of the progress of the work.

3.2 The client shall do everything reasonably necessary or desirable to enable timely and correct delivery by FUEL, such as timely providing complete, sound, and clear data or materials, as indicated by FUEL or as understood or reasonably understood by the client to be necessary for the execution of the agreement.

3.3 A deadline specified by FUEL for the execution of the assignment is indicative. The delivery time starts once the agreement has been concluded and all necessary data for the start of the assignment are in the possession of FUEL. The client is obligated to timely inform FUEL of all data and choices necessary for the progress of the assignment.

3.4 The specified delivery times are not strict deadlines. By the mere exceeding of these deadlines, FUEL is not automatically in default, and the client cannot dissolve the respective agreement. FUEL must always be given written notice of default by registered mail.

3.5 Unless otherwise agreed, the following are not part of FUEL’s assignment:

  1. conducting tests, applying for permits, and assessing whether the client’s instructions comply with legal or quality standards;
  2. conducting research on the existence of rights, including patent rights, trademark rights, design rights, copyrights, or portrait rights of third parties;
  3. conducting research on the possibility of the protection forms mentioned in sub b. for the client.
  4. making structural calculations to assess the suitability of the space where FUEL’s articles and systems will be installed;
  5. groundwork, piling, demolition, excavation, foundation, masonry, carpentry, plastering, painting, wallpapering, repair, or any other construction work of any kind, nor the costs of connections to the main sewage pipe network, gas or water, or the electricity grid, leveling and cleaning of floors, walls or ceilings, or the cleaning of items other than those to be delivered;
  6. The use or rental of hoisting or lifting equipment and cranes to deliver the goods to the client’s desired location.

3.6 Unless otherwise agreed in writing, the client is obliged, under penalty of compensation for damages and costs, to ensure that:

  1. The place where the items to be assembled, materials, and/or tools must be stored or where delivery must take place is in such a way that damage in any form and in any way, or theft, cannot occur;
  2. Access to the place where delivery and/or assembly is to take place is unobstructed and sufficient, and furthermore, all cooperation is provided to enable smooth delivery, assembly, and/or completion;
  3. If a crane, lift, or other means of transportation must be used, it will be made available by the client for their account. The instrument to be used must comply with the applicable government regulations at the time of use. Any damage caused thereby is at the expense of the client unless it is proven to be FUEL’s fault;
  4. (Sub)floors and walls are free of lime, cement, and dirt residues and loose parts, if necessary, unless otherwise agreed in writing, are completely flat and level and made available in a broom-clean condition;
  5. Electricity, air, water, and heating, if necessary, are provided in the space where work is to be carried out;
  6. If others also need to carry out work in the relevant space, their work must be completed before FUEL commences its work so that it can carry out its work unobstructed;
  7. In the case of renovation work and/or interior renewal, the business premises must be closed to the public during the performance of the work.

3.7 Unless otherwise stated in writing by FUEL, the risk of the goods, materials, and work performed is borne by the client from the moment of delivery of the goods and materials at the place of destination or from the start of the work.

If, due to circumstances beyond FUEL’s control, delivery cannot take place at the specified time, the goods will be stored at the expense and risk of the client.

3.8 Deviations in the (final) result compared to what has been agreed are not a reason for rejection, discount, compensation for damages, or termination of the agreement, if these deviations, taking all circumstances into account, are of subordinate importance.

3.9 Complaints must be communicated to FUEL in writing as soon as possible, but in any case within ten working days after completion of the assignment, failing which the client will be deemed to have fully accepted the result of the assignment.

4. Amendment of the agreement

4.1 If it appears during the execution of the assignment that it is necessary to modify or supplement the work for proper execution, the parties will make timely agreements in writing or by email.

4.2 Changes to the work will have consequences for the agreed fee or contract sum.

4.3 FUEL will charge the client the additional costs and hours at its customary hourly rate.

5. Cooling-off period

5.1 When the client is a natural person and does not act in the exercise of a profession or business, the client is entitled to a cooling-off period of 14 days when purchasing a product at a distance.

5.2 The cooling-off period starts on the day after the client has received the product.

5.3 During the cooling-off period, the client has the obligation to take good care of the product and its packaging. The client may only use and inspect the product as would be permitted if the purchase had been made in a store. The client is liable for any damage to the product resulting from non-compliance with this obligation.

5.4 If the client wishes to exercise the cooling-off period, the client can use the form attached to these general terms and conditions (Attachment 1).

5.5 The client is responsible for timely invoking the cooling-off period and, if necessary, must be able to prove that the cooling-off period has been invoked within 14 days.

5.6 If the client exercises the cooling-off period, the product must be sent to FUEL within 14 days after invoking this cooling-off period. The shipping costs are at the expense of the client. Additionally, the client is responsible for properly packaging the product for shipment.

5.7 FUEL will send a confirmation to the client when the client exercises the cooling-off period.

5.8 FUEL will refund the purchase amount and the shipping costs paid at the time of purchase to the client within 14 days after invoking the cooling-off period. If FUEL has not yet received the product back, it may wait with the refund.

5.9 In case of signs of use or any other form of damage, FUEL has the right to claim compensation and/or offset the amount of damages against the refunded purchase amount.

6. Force Majeure

6.1 If the normal execution or delivery of the work is hindered by an non-attributable failure, FUEL is entitled to exceed the agreed delivery time by at least the duration of the period of non-attributable failure. Non-attributable failure includes, among other things, strikes, business disruptions, occupation of the business premises, and force majeure events affecting suppliers. Non-attributable failure also includes situations where facts or circumstances arise under which FUEL cannot be expected to carry out the work.

7. Intellectual Property Rights and Ownership Rights

7.1 All intellectual property rights arising from the assignment, including but not limited to patent rights, trademark rights, design or model rights, reproduction rights, and copyrights, in relation to the results of the assignment belong to FUEL. If such a right can only be obtained through registration or filing, FUEL alone is authorized to do so, unless otherwise agreed.

7.2 The parties may agree that the rights referred to in the first paragraph are transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place shall always be recorded in writing.

7.3 FUEL always has the right to (have) their name mentioned or removed on, at, or in publicity surrounding the results of the assignment, in the customary manner for that result. Without prior consent from FUEL, the client is not allowed to publicly disclose or reproduce the result without mentioning FUEL’s name.

7.4 Unless otherwise agreed, the (originals of the) results created by FUEL in the context of the assignment (such as designs, design sketches, concepts, advice, reports, estimates, budgets, specifications, working drawings, illustrations, photos, prototypes, models, molds, (partial) products, films, (audio and video) presentations, source codes, and other materials or (electronic) files, etc.) remain the property of FUEL, regardless of whether they have been made available to the client or third parties.

8. Salary and Expenses

8.1 FUEL is entitled to a salary or contract sum for carrying out the assignment. This can consist of an hourly rate or a fixed amount.

8.2 In addition to the agreed salary or contract sum, the costs incurred by FUEL for the execution of the assignment, such as office, travel and accommodation expenses, material costs, costs for prints, copies, (printing) proofs, prototypes, and costs of third parties for advice, production, and supervision, etc., are eligible for reimbursement. These costs are specified as much as possible in advance.

8.3 If FUEL is compelled to perform additional or different work due to the untimely or non-delivery of data or materials, a changed or incorrect assignment, or external circumstances, these additional work activities will be compensated separately based on the rates normally applied by FUEL.

8.4 If the execution of the assignment is delayed or interrupted by circumstances that cannot be attributed to FUEL, the client is obliged to reimburse any costs incurred as a result.

9. Payment and Suspension

9.1 All payments must be made without deduction, set-off, or suspension, within 14 days of the invoice date, unless otherwise agreed upon in writing.

9.2 Unless otherwise agreed upon in writing, payment shall be made as follows:

  • 50% upon granting of the assignment;
  • 50% upon completion of the assignment or upon use before the completion of the assignment.

9.3 All items delivered to the client shall remain the property of FUEL until all amounts owed by the client to FUEL under the agreement between the parties have been fully paid.

9.4 The client is in default immediately after the expiry of the payment term, without the need for further notice of default.

9.5 If the client is in default with the full or partial payment of the amounts due, the client shall be liable for statutory interest and extrajudicial collection costs.

9.6 FUEL shall ensure timely invoicing. In consultation with the client, FUEL may invoice the agreed fee and expenses as an advance payment, interim payment, or periodic payment.

9.7 FUEL may suspend the execution of the assignment after the payment term has expired and the client, after written notice, fails to pay within 14 days, or when FUEL understands from a communication or action by the client that payment will be omitted.

10. Warranty

10.1 After the completion of the assignment, a warranty period of three months applies.

10.2 The warranty becomes void if repairs or other work have been carried out by third parties or the client without written permission from FUEL.

10.3 No warranty shall apply to constructions or materials prescribed by the client or to materials or work supplied by the client or third parties on their behalf, unless expressly approved by FUEL.

10.4 Warranty applies, unless otherwise agreed, only under normal use for which the product is intended.

10.5 Warranty is void in case of careless use or use contrary to the applicable instructions for use.

10.6 Work performed after the specified warranty period or work not covered by the warranty will be charged at FUEL’s current hourly rate.

11. Reporting Defects

11.1 A claim under warranty can only be made if it is reported in writing, with a clear description of the observed defect, no later than 7 days after the defect is discovered. Failure to do so may result in the warranty claim not being processed.

11.2 A claim under warranty can only be made for items that are in the same condition as they were delivered immediately prior to the discovery of the defect.

12. Termination and Dissolution of Agreement

12.1 If the client terminates the agreement without any attributable failure on the part of FUEL, or if FUEL terminates the agreement due to an attributable failure by the client to fulfill the agreement, the client shall be liable to pay compensation in addition to reimbursing the costs incurred for purchased materials and work performed up to that point. Behaviors of the client that reasonably lead FUEL to no longer be able to reasonably expect completion of the assignment shall also be considered as attributable failure in this regard.

12.2 The compensation referred to in the previous clause shall include, at a minimum, the costs resulting from the commitments entered into by FUEL with third parties for the fulfillment of the assignment in its own name, as well as at least 30% of the remaining part of the fee that would be payable by the client upon full completion of the assignment.

12.3 Both FUEL and the client have the right to immediately terminate the agreement in whole or in part, and all amounts due shall become immediately payable, if a petition for bankruptcy, (provisional) moratorium, or debt rescheduling is filed in relation to the other party.

12.4 If the work of FUEL consists of repeatedly performing similar activities, a long-term agreement is established unless otherwise agreed in writing. This agreement can only be terminated by written notice, observing a reasonable notice period of at least three months, during which the client shall continue to request the usual quantity of work from FUEL or provide financial compensation.

13. Liability

13.1 In the event of an attributable failure, FUEL must first be notified in writing by registered mail, allowing a reasonable period of time to fulfill its obligations, rectify any errors, or limit or rectify any damage.

13.2 The client is obligated to prevent and limit possible damage. This means that the client shall:

  • arrange periodic inspections and maintenance of the delivered products by FUEL;
  • report defects to FUEL within 24 hours and immediately cease the use of FUEL’s products;
  • strictly follow the instructions provided by FUEL regarding the use of the products;
  • strictly adhere to the installation instructions provided by FUEL, if applicable.

13.3 FUEL’s liability towards the client is limited to attributable direct damages. FUEL shall not be liable for indirect damages, including consequential damages, loss of profit, missed savings, mutilated or lost data or materials, or damages resulting from business interruption.

13.4 Except in cases of intent or deliberate recklessness on the part of FUEL, FUEL’s liability is limited to the fee or contract sum agreed upon for the assignment, or the part of the assignment to which the liability relates. This amount shall not exceed the amount paid by the insurer to FUEL, if applicable. The amount for which FUEL is liable, if any, shall be reduced by any sums insured by the client.

13.5 The client indemnifies FUEL against any claims for damages by third parties.

13.6 Any liability expires after one year from the moment the assignment is completed, terminated, or dissolved.

14. Miscellaneous Provisions

14.1 If the client intends to assign the same type of assignment to parties other than FUEL simultaneously or has already assigned the assignment to another party, the client shall inform FUEL, providing the names of these other parties.

14.2 The client is not allowed to transfer any rights from an agreement concluded with FUEL to third parties, except in the case of a transfer of the client’s entire business or with written consent from FUEL.

14.3 Parties are obligated to maintain the confidentiality of all confidential information, facts, and circumstances that come to their knowledge from each other or from other sources in the context of the assignment, and which can reasonably be understood to cause damage to FUEL or the client if disclosed or communicated to third parties. Third parties involved in the execution of the assignment shall be bound to the same confidential treatment regarding these facts and circumstances originating from the other party.

14.4 Dutch law applies to the agreement between FUEL and the client.

14.5 In the first instance, the parties will attempt to resolve any disputes through mutual consultation, with or without the assistance of a mediator. The competent court in the district where FUEL is located shall have jurisdiction over disputes between FUEL and the client.

14.6 FUEL has the right to amend these general terms and conditions. The amendments shall also apply to previously concluded agreements, with a notice period of 30 days after announcement.

Click here to download attachment 1. Model form for cancellation and revocation.

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