General Terms & Conditions
Stichting Highlight Delft
Article 1: Definitions
In these general terms and conditions, the following terms are used in the meanings given below, unless explicitly stated otherwise.Stichting Highlight Delft:
The legal entity Stichting Highlight Delft, as registered with the Dutch Chamber of Commerce under number 75709961.Client:
The counterparty of Stichting Highlight Delft, acting in the course of a profession or business, to whom Stichting Highlight Delft sells and delivers goods and/or provides services.Agreement:
The agreement between Stichting Highlight Delft and the Client.Article 2: Applicability
These terms and conditions apply to all legal relationships between Stichting Highlight Delft and the Client, including every offer, quotation, and agreement to which Stichting Highlight Delft has declared these terms applicable, unless explicitly and in writing agreed otherwise.
They also apply to all agreements for which third parties must be involved for their execution. Deviations from these terms are only valid if agreed explicitly and in writing. The applicability of any purchase or other conditions of the Client is expressly rejected.
If any provision in these terms is void or annulled, the remaining provisions remain in full effect. Stichting Highlight Delft and the Client will then consult to agree on a replacement provision that reflects as closely as possible the intent of the original clause.Article 3: Offers and Formation of the Agreement
Any offer by Stichting Highlight Delft is non-binding unless a specific acceptance period is explicitly stated.
Prices in quotations or offers are exclusive of VAT and other government levies.
Offers are based solely on information provided by the Client, which Stichting Highlight Delft may assume to be accurate and complete. The Client guarantees the correctness of this information.
The agreement is concluded in one of the following ways:when no written confirmation is sent: at the moment the Client explicitly and in writing accepts an offer without modification;when a written confirmation is used: at the moment Stichting Highlight Delft receives the signed order confirmation back from the Client;when Stichting Highlight Delft begins execution of the assignment at the Client’s request. Either party remains free to prove that the agreement was concluded differently or at another time.
Article 4: Execution of the Agreement
Stichting Highlight Delft will execute the agreement with due care. It commits to performing to the best of its ability but does not guarantee a specific result.
Deadlines provided by Stichting Highlight Delft are indicative, not binding. Exceeding them does not entitle the Client to compensation or dissolution unless in cases of intent or gross negligence.
If timely delivery is not achieved, Stichting Highlight Delft must first be formally notified of default before being in breach. Stichting Highlight Delft may engage third parties when necessary and remains responsible for their performance.
The Client must provide all necessary information and materials in time. If this does not happen, Stichting Highlight Delft may suspend execution and charge additional costs.Article 5: Delivery
If the service partly consists of delivering third-party products or services, the general terms of those third parties apply.Article 6: Price and Costs
Stichting Highlight Delft may increase prices if the agreement is amended or supplemented.
Stichting Highlight Delft may also pass on price increases if wages or other costs rise between the offer and the delivery.Article 7: Payment
Payments must be made within 30 days of the invoice date, in the currency stated on the invoice, without deduction or set-off. Objections do not suspend payment obligations.
If payment is not made within 30 days, the Client is automatically in default and owes statutory commercial interest.
In case of liquidation, bankruptcy, seizure, or suspension of payment, all claims of Stichting Highlight Delft become immediately due.
Payments by the Client will first cover costs, then interest, and finally the principal amount. Stichting Highlight Delft may refuse a payment allocation by the Client.
If any payment term is exceeded, Stichting Highlight Delft may suspend further deliveries until all outstanding amounts are paid.Article 8: Retention of Title
All goods delivered by Stichting Highlight Delft remain its property until the Client has met all obligations under all agreements.
The Client may not pledge or otherwise encumber goods subject to retention of title.
The Client must notify Stichting Highlight Delft immediately if third parties seize these goods.
The Client may only resell goods in the ordinary course of business and not use them as payment.
The Client grants Stichting Highlight Delft irrevocable permission to enter premises and reclaim goods if ownership rights are exercised.Article 9: Collection Costs
All reasonable judicial and extrajudicial collection costs incurred by Stichting Highlight Delft due to late or non-payment are for the Client’s account.
Statutory interest is owed on these costs.Article 10: Complaints
Complaints must be submitted in writing within seven days of discovery and include a detailed description to allow a proper response.
If a complaint is valid, Stichting Highlight Delft may adjust the invoice, reperform the service, or refund part of the price.
If the Client does not complain within the given period, all rights and claims expire.Article 11: Limitation Period
Any claims that Stichting Highlight Delft has failed to perform must be reported in writing and legally pursued within one year, or all rights expire.Article 12: Suspension and Termination
Stichting Highlight Delft may suspend obligations or dissolve the agreement, without notice or liability, if the Client fails to perform, becomes insolvent, goes bankrupt, requests suspension of payment, ceases operations, or if assets are seized.Article 13: Liability
Stichting Highlight Delft’s liability is limited as described in this article.
Liability for damages caused by late, incomplete, or improper performance is limited to the invoiced amount for the relevant part of the work, up to a maximum of €1,000, unless covered by insurance. Exceptions apply in cases of intent or gross negligence.
Stichting Highlight Delft is not liable for damage caused by incorrect information supplied by the Client.
Stichting Highlight Delft is not liable for acts or omissions of third parties engaged by the Client.
Stichting Highlight Delft may take steps to limit or reverse damages, and the Client must cooperate.
The Client must mitigate any damage as much as possible.
Stichting Highlight Delft is never liable for indirect damage such as consequential loss, loss of profit, missed savings, or business interruption, except in cases of intent or gross negligence.Article 14: Indemnification
The Client indemnifies Stichting Highlight Delft against third-party claims related to intellectual property rights on materials or data supplied by the Client.
The Client also indemnifies Stichting Highlight Delft against third-party claims for damages connected to the agreement if Stichting Highlight Delft is not liable under Article 13.Article 15: Force Majeure
Neither party is obliged to fulfil obligations if prevented by circumstances beyond their control.
Force majeure includes all external causes beyond Stichting Highlight Delft’s influence that prevent performance.
In cases of force majeure, the Client cannot claim damages.
If force majeure causes delay beyond the agreed date, the Client may terminate the agreement by written notice, excluding goods already delivered, which remain payable.Article 16: Governing Law and Disputes
The court in the district where Stichting Highlight Delft is based has exclusive jurisdiction, unless mandatory law provides otherwise.
All legal relationships are governed by Dutch law. The Vienna Sales Convention (CISG) does not apply.Article 17: Intellectual Property and Confidentiality
Intellectual property rights to results belong to the Client.
Results are considered confidential, and Stichting Highlight Delft must handle them carefully and discreetly.
After completion or when entering into a licence agreement, Stichting Highlight Delft may include the Client’s name and a link in its online portfolio.
With the Client’s approval, Stichting Highlight Delft may create and publish content related to the collaboration for marketing purposes on its website and social channels.