Makinn
Herestraat 106
Groningen 9711LM
The Netherlands
KvK number : 73970832
VAT number : NL002496924B38
GENERAL TERMS AND CONDITIONS MAKINN
ARTICLE : 1 Definitions
A. Makinn : Makinn, established in Netherlands, Chamber of Commerce no. 73970832.
B. Customer : the person or business, with whom Makinn has entered into an agreement.
C. Parties : Makinn and customer together.
D. Consumer : a customer who is an individual acting for private purposes.
ARTICLE : 2 Applicability
A. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services by or on behalf of Makinn.
B. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
C. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
ARTICLE : 3 Offers and quotations
A. Offers and quotations from Makinn are without engagement, unless expressly stated otherwise.
B. An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another acceptance period is stated in the offer or quotation.
C. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
D. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
ARTICLE : 4 Acceptance
A. Upon acceptance of a quotation or offer without engagement, Makinn reserves the right to withdraw the quotation or offer within 3 working days after receipt of the acceptance, without any obligations towards the customer.
B. Verbal acceptance of the customer only commits Makinn after the customer has confirmed this in writing (or electronically).
ARTICLE : 5 Prices
A. All prices used by Makinn are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
B. Makinn is entitled to adjust all prices for its services, shown on its website or otherwise, at any time.
C. The price with regard to services is determined by Makinn on the basis of the actual working hours or intellectual property value.
D. The price is calculated according to the usual hourly rates of Makinn, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
E. If the parties have agreed on a total amount for a service provided by Makinn, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which can not be deviated from.
F. Makinn is entitled to deviate up to 10% of the target price.
G. If the target price exceeds 10%, Makinn must let the customer know in due time why a higher price is justified.
H. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
I. Makinn has the right to adjust prices for services.
J. Makinn will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
K. The consumer has the right to terminate the contract with Makinn if he does not agree with the price increase.
ARTICLE : 6 Consequences of late payment
A. If the customer does not pay within the agreed term, Makinn is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
B. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Makinn.
C. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
D. If the customer does not pay on time, Makinn may suspend its obligations until the customer has met his payment obligation.
E. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Makinn on the customer are immediately due and payable.
F. If the customer refuses to cooperate with the performance of the agreement by Makinn, he is still obliged to pay the agreed price to Makinn.
ARTICLE : 7 Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
ARTICLE : 8 Settlement
The customer waives his right to settle any debt to Makinn with any claim on Makinn.
ARTICLE : 9 Delivery period
A. Any delivery period specified by Makinn is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
B. The delivery period starts after the customer has signed the agreement to Makinn and is confirmed in writing or electronically by Makinn to the customer.
C. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Makinn cannot deliver within 45 days or if the parties have agreed upon otherwise.
ARTICLE : 10 Actual delivery
The customer must ensure that the actual delivery of the services ordered by him can take place in time.
ARTICLE : 11 Transport costs
Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.
ARTICLE : 12 Packaging and shipping
A. If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Makinn may not be held liable for any damage.
B. If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Makinn, failing which Makinn cannot be held liable for any damage.
ARTICLE : 13 Insurance
A. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
o goods delivered that are necessary for the execution of the underlying agreement
o goods being property of Makinn that are present at the premises of the customer
o goods that have been delivered under retention of title
B. At the first request of Makinn, the customer provides the policy for these insurances for inspection.
ARTICLE : 14 Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations for Makinn, not obligations of results.
ARTICLE : 15 Performance of the agreement
A. Makinn executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
B. Makinn has the right to have the agreed services (partially) performed by third parties.
C. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
D. It is the responsibility of the customer that Makinn can start the implementation of the agreement on time.
E. If the customer has not ensured that Makinn can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
ARTICLE : 16 Duty to inform by the customer
A. The customer shall make available to Makinn all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
B. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
C. If and insofar as the customer requests this, Makinn will return the relevant documents.
D. If the customer does not timely and properly provides the information, data or documents reasonably required by Makinn and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
ARTICLE : 17 Duration of the agreement
A. The agreement between Makinn and the customer is entered into for the duration of 2 months, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
B. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end of the fixed term.
C. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Makinn a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
ARTICLE : 18 Intellectual property
A. Makinn retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
B. The customer may not copy or have copied the intellectual property rights without prior written permission from Makinn, nor show them to third parties and / or make them available or use them in any other way.
ARTICLE : 19 Confidentiality
A. The client keeps any information he receives (in whatever form) from Makinn confidential.
B. The same applies to all other information concerning Makinn of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Makinn.
C. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
D. The obligation of secrecy described in this article does not apply to information:
o which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
o which is made public by the customer due to a legal obligation
E. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
ARTICLE : 20 Penalties
A. If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Makinn an immediately due and payable fine of € 5.000 1.000 for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
B. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
C. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Makinn including its right to claim compensation in addition to the fine.
ARTICLE : 21 Indemnity
The customer indemnifies Makinn against all third-party claims that are related to the products and/or services supplied by Makinn.
ARTICLE : 22 Complaints
A. The customer must examine a product or service provided by Makinn as soon as possible for possible shortcomings.
B. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Makinn of this as soon as possible, but in any case, within 1 month after the discovery of the shortcomings.
C. Consumers must inform Makinn of this within two months after detection of the shortcomings.
D. The customer gives a detailed description as possible of the shortcomings, so that Makinn is able to respond adequately.
E. The customer must demonstrate that the complaint relates to an agreement between the parties.
F. If a complaint relates to ongoing work, this can in any case not lead to Makinn being forced to perform other work than has been agreed.
ARTICLE : 23 Giving notice
A. The customer must provide any notice of default to Makinn in writing.
B. It is the responsibility of the customer that a notice of default actually reaches Makinn (in time).
ARTICLE : 24 Joint and several Client liabilities
If Makinn enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Makinn under that agreement.
ARTICLE : 25 Liability of Makinn
A. Makinn is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
B. If Makinn is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
C. Makinn is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
D. If Makinn is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
E. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
ARTICLE : 26 Expiry period
Every right of the customer to compensation from Makinn shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
ARTICLE : 27 Dissolution
A. The customer has the right to dissolve the agreement if Makinn imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
B. If the fulfillment of the obligations by Makinn is not permanent or temporarily impossible, dissolution can only take place after Makinn is in default.
C. Makinn has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Makinn good grounds to fear that the customer will not be able to fulfill his obligations properly.
ARTICLE : 28 Force majeure
A. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Makinn in the fulfillment of any obligation to the customer cannot be attributed to Makinn in any situation independent of the will of Makinn, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Makinn.
B. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
C. If a situation of force majeure arises as a result of which Makinn cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Makinn can comply with it.
D. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
E. Makinn does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
ARTICLE : 29 Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
ARTICLE : 30 Changes in the general terms and conditions
A. Makinn is entitled to amend or supplement these general terms and conditions.
B. Changes of minor importance can be made at any time.
C. Major changes in content will be discussed by Makinn with the customer in advance as much as possible.
D. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
ARTICLE : 31 Transfer of rights
A. The customer can not transfer its rights deferring from an agreement with Makinn to third parties without the prior written consent of Makinn.
B. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
ARTICLE : 32 Consequences of nullity or annullability
A. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
B. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Makinn had in mind when drafting the conditions on that issue.
ARTICLE : 33 Applicable law and competent court
A. Dutch law is exclusively applicable to all agreements between the parties.
B. The Dutch court in the district where Makinn is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 20 February 2020.
Terms of Use Website
Thank you (“you”) for visiting the MakInn website (the "Website") owned by Shantanu Upadhyay, trading under the name MakInn ("Makinn", "we" or "us"). By using the Website, you agree to comply with and be bound by the following terms and conditions (the "Terms"), which we may change at any time by posting notice on the Website. If you do not agree to the Terms, please do not use the Website. Use of the Website is limited to individuals who can form legally binding contracts under applicable law, and without limiting the foregoing, our services are not available to minors.
In addition, when using any particular service of the Website, you may be subject to additional guidelines or terms and conditions applicable to such services that may be posted from time to time, which are hereby incorporated into this Agreement.
1. Consent and Electronic Communications
When and if you access the Website, send any emails to us or fill out any online forms on our Website, you are electronically communicating with us. Such action constitutes consent to the receipt of our electronic communications. We may email you back or post notices on the Website. Such action also confirms that all communications we provide to you electronically do satisfy legal requirements that such communications be in writing, if applicable.
2. Intellectual property
All intellectual property rights in the information and content available on the Website belongs to us or our licensors. Much of the content is protected by copyrights, trade marks, patents and other laws. Unless otherwise stated, content may be copied only for your personal use. Content should not be modified, performed, published, transferred to anyone else or used for any commercial purpose. Except to the extent permitted by applicable law, you must not disassemble, de-compile, reverse engineer or otherwise break or attempt to break encryption protecting the content.
3. Restrictions
You are expressly and emphatically restricted from all of the following:
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Publishing any Website material in any media;
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Selling, sublicensing and/or otherwise commercializing any Website material;
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Publicly performing and/or showing any Website material;
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Using this Website in any way that is, or may be, damaging to this Website;
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Using this Website in any way that impacts user access to this Website;
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Using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
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Engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
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Using this Website to engage in any advertising or marketing;
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Certain areas of this Website are restricted from access by you and MakInn may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
3. Links to other sites
We have not approved or checked any third party sites linked to the Website and we are not responsible or liable in any way for their content. Your use of third party sites will be subject to the terms and conditions of those sites.
4. Availability
The Website is provided on an "as is" basis. At times, the Website may not be available or may be affected by faults or maintenance work, or by circumstances outside our control. No warranty is given about the quality, functionality, availability or performance of our sites or any content on the Website. We reserve the right to change, suspend or withdraw content from the Website, to suspend your access to the Website, or to discontinue the Website at any time without notice. You are responsible for your Internet Service Provider fees and any other fees related to your use of our sites.
You must not damage, interfere with or disrupt access to the Website or the content, nor do anything that may impair functionality or interfere with another person's access to the Website. You must not use the Website in any way that is unlawful or damaging to us or any other person.
5. Payment Terms for Services
The services or charges on the Website may result in charges to you. Therefore, we or other payment services may collect a payment from you, including by using the credit card details that are used for the payment. Charges may include taxes as required by law. You will be able to review a summary of transactions in the transaction confirmation that we will send. If we are unable to collect payment, we may contact you based on your information on file, or may request payment when we are performing services for you. If you do not pay past due amounts, despite our efforts to contact you, we may limit or block your order until payment issues are resolved. For information on how we handle your credit card information, please see our Privacy Policy.
7. Governing law
These Terms of Use are governed by Dutch law. The contract between you and us is formed in the Netherlands.
Drawn up on 12 February 2019.