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    dB Noise Control

    General terms and conditions

    Read the general terms and conditions of dB Noise Control B.V. below.

    ARTICLE 1. | DEFINITIONS 

    In these general terms and conditions, the following terms are used in the following meanings, unless the nature or scope of the provisions indicates otherwise. 

    1. dB Noise Control: dB Noise Control B.V., the user of these general terms and conditions, established in De Meern, registered in the Trade Register under KvK number 93850670. 
    2. Counterparty: the natural or legal person, at least acting in the practice of a profession or business, with whom dB Noise Control has entered into an agreement or intends to enter into an agreement. 
    3. Agreement: any agreement concluded between the counterparty and dB Noise Control, whereby dB Noise Control has committed itself, for a subsequently agreed price, to carrying out work, providing services and/or delivering products. 
    4. Work/services: all work and services to which dB Noise Control has committed itself in the context of the agreement with respect to the counterparty, including but not limited to, consultancy, sound measurements and installation. 
    5. Products: all goods to be delivered and/or installed by or on behalf of dB Noise Control under the agreement, including but not limited to, building materials, acoustic materials, acoustic floors, walls and ceilings, all in the broadest sense of the word. 
    6. Written: both traditional written communication and digital communication stored on a durable data carrier, such as email communication. 

    ARTICLE 2. | GENERAL PROVISIONS 

    1. These general terms and conditions apply to any offer from dB Noise Control and every agreement concluded. 
    2. These general terms and conditions also apply to agreements for which third parties are involved in the execution. 
    3. The applicability of the general or any other conditions of the other party is expressly rejected. 
    4. Deviations from the provisions in these general terms and conditions can only be made in writing. If and to the extent that what the parties have expressly agreed in writing differs from the provisions in these general terms and conditions, what the parties have expressly agreed in writing shall prevail. 
    5. The nullification or invalidity of one or more of the present provisions shall not affect the validity of the other provisions. In such a case, the parties are obliged to enter into mutual consultation to establish a replacement arrangement regarding the affected provision. The original intention and purpose of the provision shall be taken into account as much as possible. 

    ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT 

    1. Unless a deadline for acceptance is stated, any offer from dB Noise Control is non-binding. 
    2. Obvious errors and mistakes in the offer from dB Noise Control do not bind them. 
    3. The counterparty cannot derive any rights from an offer from dB Noise Control that is based on incorrect or incomplete information provided by the counterparty. 
    4. The agreement is concluded through offer and acceptance. If the acceptance from the counterparty deviates from the offer of dB Noise Control, the agreement will not be concluded in accordance with this deviating acceptance, unless dB Noise Control indicates otherwise. An order for products via the dB Noise Control webshop is confirmed electronically by dB Noise Control after placement, at which point the purchase agreement is formed. 
    5. A combined price quotation does not obligate dB Noise Control to fulfil a part of the offer for a corresponding part of the quoted price. 
    6. If the counterparty enters into the agreement on behalf of another natural or legal person, they declare themselves to be authorised to do so by entering into the agreement. The counterparty is jointly and severally liable for all obligations arising from that agreement in addition to this (legal) person. 

    ARTICLE 4. | THIRD PARTIES AND TERMS 

    1. dB Noise Control is always entitled to assign the execution of the agreement in whole or in part to third parties. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. 
    2. If and to the extent that dB Noise Control engages in agreements concluded between the counterparty and third parties in the context of its business operations, dB Noise Control is not a party to those agreements and accepts no liability for any damage related to shortcomings attributable to those third parties. 
    3. All specified execution and (delivery) deadlines are at all times indicative, non-fatal deadlines. The default of dB Noise Control does not occur until after the counterparty has formally notified dB Noise Control in writing of the default, in which notification a reasonable period is mentioned within which dB Noise Control can still comply with the agreement and compliance has still not occurred after the expiry of the aforementioned period. 
    4. Execution and (delivery) deadlines do not commence until dB Noise Control has received all data required from the counterparty for (delivery and execution of the agreement).

    ARTICLE 5. | ACTIVITIES AND SERVICES: OBLIGATIONS OF THE COUNTERPARTY 

    1. If and insofar as this is necessary for a proper setup and/or execution of the agreement, the counterparty is always obliged, whether at the request of dB Noise Control or not, to provide all relevant information to dB Noise Control as soon as required for the execution of the agreement, in the manner prescribed by dB Noise Control. Furthermore, the counterparty must always provide all cooperation required for the execution of the agreement to dB Noise Control. The counterparty will take all reasonable measures to optimise the execution of the agreement. dB Noise Control shall never be liable for damage arising from incorrect or incomplete data provided by the counterparty. 
    2. The counterparty is obliged to inform dB Noise Control as soon as possible of all facts and circumstances that come to light after the conclusion of the agreement and of which it is reasonably clear that such facts or circumstances may affect the timely and/or proper execution of the agreement. 
    3. To the extent that the agreement provides for the execution of sound measurements, the counterparty guarantees that during the execution of those activities, no persons are present in the area of execution other than with the prior consent of dB Noise Control. Sound measurements may cause damage to the hearing of individuals, for which dB Noise Control accepts no liability. 
    4. To the extent that it is reasonably relevant, the counterparty is responsible for timely informing its personnel and other third parties about the execution of the work by or on behalf of dB Noise Control, including the risks that the execution of the agreement poses to them in the event of their presence or proximity during the execution of the tasks. 
    5. The counterparty must provide a container free of charge for dB Noise Control for the removal of waste and packaging materials used and/or processed during the execution of the work. 
    6. The counterparty guarantees that it will provide all cooperation necessary to enable the persons employed by dB Noise Control to carry out the (assembly) work timely and properly. The counterparty must ensure the correct and timely execution of all installations, facilities, and other conditions necessary for the performance of the work. Furthermore, the counterparty must ensure at its own expense and risk that: 
    - the persons employed by dB Noise Control have access to the workplace at the agreed time and can carry out the work during normal working hours. If deemed necessary, the counterparty must provide the opportunity to perform the work outside normal working hours. dB Noise Control will give timely notice of this where possible; 
    - the persons employed by dB Noise Control have free access to all facilities reasonably necessary for the execution of the work, such as water and electricity (230/380V). 
    - all reasonable safety and precautionary measures are taken and maintained during the execution of the work; 
    - the floor where the assembly work is performed is free, clean, and smooth; 
    - the persons employed by dB Noise Control have a dry and broom-clean space available in the immediate vicinity of the work location for the temporary storage of items, tools, and other materials. The counterparty ensures that this space is not entered by third parties to prevent damage to the stored items. 
    7. During the execution of assembly work, it is possible that the persons employed by dB Noise Control must stand on tables, desks, or other items present at the execution location. If the counterparty does not wish this, it must ensure the timely removal of these items. The aforementioned items as well as floors will not be covered by or on behalf of dB Noise Control. Any liability of dB Noise Control for damage to the counterparty's items is excluded, except in the case of intent and deliberate recklessness on its part. (Noise) nuisance will be limited as much as possible by the persons employed by dB Noise Control, without any guarantee regarding the limitation of (noise) annoyance being provided by dB Noise Control. 

    ARTICLE 6. | CANCELLATION OF AGREEMENTS 

    1. In the event of total or partial cancellation of services or work, the other party must notify dB Noise Control in writing and is obliged to reimburse dB Noise Control for all reasonably incurred and yet to be incurred costs associated with the execution of the agreement, supplemented by dB Noise Control's fee in proportion to the part of the agreement that has already been executed, all without prejudice to dB Noise Control's right to claim compensation for loss of profits, as well as for any other damage arising from the cancellation. 
    2. Insofar as the agreement involves the purchase of goods, the other party remains fully liable for the agreed purchase price in the event of cancellation of the order. 

    ARTICLE 7. | ADVISORY AND SOUND MEASUREMENTS 

    1. dB Noise Control undertakes to execute the agreements regarding consultancy, noise measurements and other agreements that are classified as contracts for services in the sense of Article 7:400 of the Dutch Civil Code, to the best of its insight and ability. However, dB Noise Control is only committed to a best-efforts obligation in this regard and can never be held liable for the results that the other party aimed to achieve by entering into the agreement. 
    2. All calculations related to the execution of noise measurements provide only an indication of the expected acoustic values. In compiling this calculation, the dimensions of the spaces and the absorption materials present therein are taken into account as best as possible. However, calculated values may show deviations compared to practice. Such deviations cannot be considered a shortcoming of dB Noise Control. 

    ARTICLE 8. | SALE OF PRODUCTS 

    1. Unless expressly agreed otherwise, or unless the products are brought by or on behalf of dB Noise Control during the performance of work, the delivery of the ordered products shall occur by delivery to the address provided by the counterparty. In the absence of a delivery address, the invoicing address shall be deemed the delivery address. 
    2. Unless expressly agreed otherwise, dB Noise Control determines the method of transport and the packaging of the products. 
    3. The risk of loss and damage to the products passes, unless otherwise stipulated in an expressly agreed delivery condition, to the counterparty at the moment the products are received by the counterparty or a third party designated by it. 
    4. The counterparty is obliged to accept the purchased products at the moment they are made available to it or delivered to it. If the counterparty refuses acceptance for any reason or is negligent in providing information or instructions necessary for delivery, the products will be stored at the counterparty's expense and risk after dB Noise Control has notified it of this. In that case, the counterparty is obliged to pay, in addition to the purchase price, reasonable costs for storage and transport of the products. 
    5. dB Noise Control is permitted to deliver orders in parts. If orders are delivered in parts, dB Noise Control is entitled to invoice each part separately. 
    6. Mentioned, displayed and/or agreed characteristics of products manufactured or processed either according to the specification of the counterparty may deviate on subordinate points from what is actually delivered. Subordinate points are considered to be all minor deviations in the characteristics of the goods which are reasonably not burdensome to the counterparty and which it is reasonably expected to tolerate, such as minor deviations in colours, shapes, and dimensions. The presence of subordinate deviations does not give the counterparty grounds to suspend its obligations under the agreement, to dissolve the agreement in whole or in part, or to claim compensation or any other form of recompense. 

    ARTICLE 9. | AMENDMENT OF THE AGREEMENT AND ADDITIONAL WORK 

    1. If after the conclusion of the agreement it appears that it is necessary to change or supplement the agreement for a proper completion thereof, the parties will timely and in mutual consultation proceed to adjust the agreement. If the nature, scope or content of the agreement is modified qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed price may be increased or decreased. dB Noise Control will provide a price quote as much as possible in advance. 
    2. In the event of additions or changes to the agreement requested by the other party, any extra costs associated with this will be borne by the other party. dB Noise Control will inform the other party in a timely manner about the necessity of charging these costs, unless the other party should have understood this necessity on its own. 
    3. A modification of the agreement may change the originally specified execution period. The other party accepts the possibility of changes to the agreement, including changes in price and execution period. If the agreement is modified or supplemented, dB Noise Control is entitled to execute it only after the other party has agreed to the adjusted price and other conditions, including the time to be determined for carrying out the agreement. The failure to execute the modified agreement, or not executing it immediately, does not constitute a default by dB Noise Control and is not grounds for the other party to terminate the agreement. 
    4. If cost-increasing circumstances arise or come to light after the conclusion of the agreement, which can be attributed to the other party due to incorrect information it provided, the additional costs will be at its expense, unless dB Noise Control should have discovered the inaccuracy of the information provided by the other party before establishing the price. dB Noise Control will inform the other party in a timely manner about the necessity of charging these costs. 
    5. Without being in default, dB Noise Control may refuse a request to modify the agreement if compliance with the modified agreement cannot reasonably be required of it. 
    6. Agreements aimed at additional work will, unless otherwise stipulated in the rest of this article, take place in consultation and will be recorded in writing as much as possible. 

    ARTICLE 10. | INVESTIGATION AND ADVERTISEMENTS 

    1. The other party is obliged to inspect upon delivery of the products or completion of the work whether the nature and quantity of the products or the completed work corresponds with the agreement. 
    2. If the delivered items do not meet the agreement in the opinion of the other party, they must immediately inform dB Noise Control of this. 
    3. If a defect was not reasonably visible at the time of delivery, the other party must notify dB Noise Control in writing within seven days of discovering the defect, or at least being reasonably able to discover it. 
    4. If the other party does not make a timely complaint, dB Noise Control has no obligation resulting from such a complaint. 
    5. Even if the other party complains in time, the other party's obligation to pay and to further fulfil the agreement remains in force. 
    6. Products may only be returned to dB Noise Control with prior written consent. The return of the products is at the expense of the other party. 

    ARTICLE 11. | WARRANTY 

    1. The other party is entitled exclusively to the explicitly agreed warranty and/or the manufacturer's warranty supplied with the products. 
    2. Any granted warranty will in any case lapse if a defect is the result of an external cause or cannot otherwise be attributed to dB Noise Control or its suppliers. This includes, but is not limited to, defects resulting from damage, incorrect or improper use, and use contrary to the operating instructions or other directions from or on behalf of dB Noise Control. 
    3. To make its claim for warranty valid, the other party must submit a complaint to dB Noise Control within the period referred to in article 10.3. 
    4. In cases where explicit sound warranties have been issued by dB Noise Control and the delivered product does not meet the specifications, dB Noise Control is liable only for the free repair of the delivered product. If repair is not possible, dB Noise Control will apply a discount to the other party that is to be determined reasonably. dB Noise Control is not obliged to provide free repair of the delivered product if, in the opinion of dB Noise Control, the repair would lead to an disproportionately expensive solution. 
    5. Clause 6 of the previous article applies correspondingly to any warranty claims made by the other party. 
    6. The provisions of this article do not affect any explicitly agreed warranty conditions.

    ARTICLE 12. | FORCE MAJEURE 

    1. dB Noise Control is entitled to suspend the performance of the agreement if and insofar as it is hindered by force majeure from further fulfilling the agreement, without the other party claiming any form of compensation. dB Noise Control will notify the other party of the force majeure situation as soon as possible.
    2. Force majeure is understood to mean any circumstance that cannot be attributed to dB Noise Control pursuant to the law, a legal act, or commonly accepted views in society, such as strikes, occupations, blockades, illness of staff, failure of carriers or other third parties on whom dB Noise Control is dependent, failure of communication means, such as telephony and internet, natural disasters, bad weather, lightning strikes, floods and fires.
    3. If the force majeure situation makes it permanently impossible to comply with the agreement, the parties are entitled to dissolve the agreement for that part to which the force majeure relates, without the other party claiming any form of compensation.
    4. For already delivered performances and possibly still to be delivered performances, the other party is, even in the case of force majeure, obliged to pay the agreed price, unless these performances have no independent value.

    ARTICLE 13. | SUSPENSION AND DISSOLUTION 

    1. dB Noise Control is entitled to suspend the execution of the agreement or to terminate the agreement wholly or in part with immediate effect, if and insofar as the counterparty fails to fulfil its obligations under the agreement, either not, not in a timely manner or not fully, or if circumstances arise of which dB Noise Control becomes aware after the conclusion of the agreement that provide good reason to fear that the counterparty will not fulfil its obligations. 
    2. If the counterparty is in a state of bankruptcy, if any seizure has been made on its goods or in any other way cannot freely dispose of its assets, dB Noise Control is entitled to terminate the agreement with immediate effect, unless the counterparty has already provided sufficient security for the payment(s). 
    3. Furthermore, dB Noise Control is entitled to terminate the agreement if, and insofar as, circumstances occur that are of such nature that performance of the agreement is impossible or that unchanged maintenance thereof cannot reasonably be demanded from it. 
    4. The counterparty can never claim any form of compensation in connection with the suspension or termination rights exercised by dB Noise Control under this article. 
    5. To the extent that it can be attributed to her, the counterparty is obliged to compensate the damage suffered by dB Noise Control as a result of the suspension or termination of the agreement. 
    6. If dB Noise Control terminates the agreement under this article, all claims against the counterparty are immediately due and payable. 

    ARTICLE 14. | PRICES AND PAYMENTS 

    1. Unless explicitly stated otherwise, all prices mentioned by dB Noise Control are exclusive of VAT and, in the case of the delivery of products, any associated delivery costs. Furthermore, the agreed prices do not include the costs of: 
    - any necessary construction work on existing structures; 
    - any electrical and installation work, such as relocating 
    smoke detectors, lighting and/or (wall) sockets; 
    - the use of lifting and hoisting equipment; 
    - internal and vertical transport; 
    - safety instructions provided by technicians for more than one hour. 
    2. If, after the contract is concluded, there are increases in VAT rates or other government levies, dB Noise Control is entitled to amend the agreed prices accordingly. 
    3. dB Noise Control is entitled to pass on price increases of cost-determining factors that emerge after the conclusion of the contract, but before its completion, to the counterparty. 
    4. dB Noise Control is always entitled to demand full or partial advance payment of the agreed price. dB Noise Control is not obliged to (further) execute the contract until the relevant advance payment has been fully made. 
    5. Payments must be made within the period stated on the invoice, in the manner prescribed by dB Noise Control. 
    6. If payment is not made on time, the counterparty is automatically in default. From the day the counterparty defaults, the counterparty owes interest of 1% per month on the outstanding amount, with a part of a month being counted as a full month. 7. All reasonable costs, including judicial, extrajudicial, and enforcement costs incurred to obtain the amounts owed by the counterparty, shall be borne by them. 

    ARTICLE 15. | LIABILITY AND INDEMNITY 

    1. dB Noise Control shall, without prejudice to the provisions in the remainder of these general terms and conditions, accept no liability for damages in connection with or damages caused by: 
    - an inaccuracy or incompleteness in the information provided by the counterparty; 
    - a defect in an item of the counterparty on which the work is being carried out, unless dB Noise Control was aware of this defect; 
    - any other failure to comply with the obligations of the counterparty arising from the law, the agreement, or these general terms and conditions; 
    - any other circumstance that cannot be attributed to dB Noise Control. 
    2. Advice is given and compiled to the best of insight and ability, but offers no guarantee to the counterparty that these advices can be acted upon unconditionally. The counterparty is responsible for actions and omissions by itself or a third party resulting from the advice provided by dB Noise Control. Any liability of dB Noise Control in this regard is excluded, except in cases of intent and conscious recklessness on its part. 
    3. The counterparty cannot derive any rights from free advice or advice obtained through online tools from dB Noise Control. 
    4. Notwithstanding the provisions in the remainder of these general terms and conditions, dB Noise Control's liability for correctable shortcomings only exists after the counterparty has provided dB Noise Control with the opportunity to remedy the damage, failing which no liability shall arise for dB Noise Control in this regard. 
    5. Furthermore, dB Noise Control bears no liability for damages for which the manufacturer of the products is liable under the statutory regulation of product liability. 
    6. dB Noise Control is never liable for indirect damages, including lost profits and damages resulting from business interruption. If despite the provisions in these general terms and conditions liability of dB Noise Control exists, dB Noise Control can only be held liable for 
    direct damages. Direct damages shall be understood exclusively as: 
    - the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damages eligible for compensation under these general terms and conditions; 
    - any reasonable costs incurred to make the defective performance of dB Noise Control conform to the agreement, to the extent that these can be attributed to dB Noise Control; 
    - reasonable costs incurred to prevent or limit damage, insofar as the counterparty demonstrates that these costs have led to a limitation of the damage that is eligible for compensation under these general terms and conditions. 
    7. Notwithstanding the provisions in the remainder of these general terms and conditions, the liability of dB Noise Control shall at all times be limited to the invoice value of the agreement, or at least to that part of the agreement to which the liability of dB Noise Control relates, on the understanding that the liability of dB Noise Control shall never exceed the amount that is actually paid out in the relevant case under the liability insurance taken out by dB Noise Control, increased by any excess applicable under that insurance. 
    8. The limitation period for all claims and defenses against dB Noise Control is one year. 
    9. Except in cases of intent or conscious recklessness by dB Noise Control, the counterparty shall indemnify dB Noise Control against all claims from third parties, of any kind whatsoever, concerning compensation for damages, costs, or interest, related to the performance of the agreement by or on behalf of dB Noise Control, as well as the use of products supplied by dB Noise Control. 

    ARTICLE 16. | RESERVATION OF TITLE 

    1. All products sold and delivered by dB Noise Control remain its property until the other party has duly fulfilled all its obligations under the agreement. 
    2. The other party is prohibited from selling, pledging, or otherwise encumbering the products subject to the retention of title. 
    3. If third parties seize the products subject to retention of title, or wish to establish or assert rights to them, the other party is obliged to inform dB Noise Control as soon as possible. 
    4. The other party is required to insure the products subject to retention of title and keep them insured against fire and water damage, as well as against theft. 
    5. The other party gives unconditional consent to dB Noise Control or third parties designated by dB Noise Control to enter all locations where the products subject to retention of title are located. In the event of default by the other party, dB Noise Control has the right to reclaim the aforementioned products. All reasonable costs associated with this will be borne by the other party. 
    6. If the other party has fulfilled its obligations after the sold products have been delivered to it by dB Noise Control, the retention of title regarding these products revives if the other party fails to meet its obligations under a later concluded agreement. 

    ARTICLE 17. | INTELLECTUAL PROPERTY 

    1. dB Noise Control, or its licensors, reserve all intellectual property rights to the materials created and provided to the other party, including advice, reports, and methods. 
    2. The other party is prohibited from reproducing, duplicating, publicly disclosing, or otherwise making available to third parties the goods referred to in paragraph 1 without the prior written consent of dB Noise Control, unless otherwise required by the nature or purpose of the agreement.

    ARTICLE 18. | FINAL PROVISIONS 

    1. Dutch law shall exclusively apply to any agreement and all legal relationships arising therefrom between the parties. 
    2. Before resorting to the courts, the parties are obliged to make optimal efforts to settle the dispute through mutual consultation. 
    3. Only the competent court within the district of the registered office of dB Noise Control is designated to hear judicial disputes. 
    4. The Dutch version of these provisions shall always be decisive for their interpretation.