GENERAL TERMS AND CONDITIONS
Article 1: Definitions
In these general terms and conditions, the following terms shall have the meanings ascribed to them:
a. Client:
The natural or legal person who has given the contractor the assignment to perform services or deliver goods/products.
b. Contractor:
Article 2: General
1. These general terms and conditions apply to offers and quotations made by the contractor, as well as to the formation, content, and performance of all agreements concluded between the client and the contractor.
2. General (purchase) terms and conditions of the client shall only apply if it has been expressly and in writing agreed that they apply to the agreement between the parties, to the exclusion of these general terms and conditions.
3. The contractor shall endeavor as much as possible to perform the services assigned to him according to the standards of good workmanship. This obligation of effort on the part of the contractor does not guarantee the achievement of the intended result.
4. The contractor is free to have the work (partly) carried out by third parties. However, the contractor remains responsible for the quality of the work and the fulfillment of all agreements concluded between the client and the contractor.
Article 3: Quotations, Offers
1. The mere submission of a price quotation, estimate, budget, pre-calculation, or similar communication, with or without an offer indicated, does not oblige the contractor to conclude an agreement with the client.
2. Offers made by the contractor are always non-binding and can only be accepted without deviation. An offer is deemed to have been rejected in any case if it is not accepted within the period specified in the quotation.
Article 4: Cancellation
1. In the event that the client cancels an agreement, he undertakes to compensate the contractor for the damage caused thereby to the contractor. This damage includes the losses suffered by the contractor, lost profits, and in any case the costs already incurred by the contractor for preparation, including those of reserved capacity, purchased materials, and services invoked.
2. In the event of cancellation by the client of a scheduled company visit within 3 weeks before the company visit, the client undertakes to pay 25% of the price with a minimum of €75.00 and a maximum of €225.00 (exclusive of VAT). In the event of cancellation by the client of a scheduled company visit within 2 weeks before the company visit, the client undertakes to pay 50% of the price with a minimum of €150.00 and a maximum of €450.00 (exclusive of VAT).
3. Without prejudice to the provisions of paragraph 1, the client undertakes - if he refrains from taking delivery of a service for which he has given an order and for which a fixed price applies - to pay 50% of this price to the contractor.
Article 5: Price / Fee
1. All prices/fees quoted are exclusive of value added tax (VAT) and other levies imposed by the government.
2. The price/fee quoted by the contractor for the performance to be provided by him applies exclusively to the performance in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to execute a part of the total performance at the amount stated for that part in the offer or at a proportional part of the price/fee stated for the whole.
Article 6: Fee or Price Changes
1. The contractor is entitled to increase the agreed fee or price if one or more of the following circumstances occur after the conclusion of the agreement: an increase in the costs of services necessary for the performance of the agreement, an increase in shipping costs, wages, employer social security contributions, costs associated with other employment conditions, the introduction of new and an increase in existing government levies or generally circumstances similar thereto.
2. The contractor is entitled to increase the agreed fee or price if the client makes changes to the originally agreed specifications. The contractor shall cooperate with this change within the limits of reasonableness, provided that the content of the performance to be provided by him does not materially deviate from the originally agreed performance.
Article 7: Payment Term
1. Unless otherwise agreed, the client shall pay the price and other amounts due under the agreement within 14 days after the invoice date, without being entitled to any discount, setoff, or suspension.
2. In the event of non-payment on time, the client shall be in default without any notice of default from the contractor being required.
3. The contractor is entitled to request a payment of an advance for the assignment(s) to be carried out by the contractor within a payment term determined by the contractor.
4. If the client does not pay on time as referred to in paragraph 1 of this article, he shall owe the statutory interest on the amount due from the invoice date. The contractor is entitled to charge one-twelfth of this interest for each month or part thereof in which the client has not fully complied with his obligation to pay.
5. In the event of late payment as referred to in paragraph 1 of this article, the client is obliged to pay the administrative costs charged by the contractor of at least €50.00.
6. In the event of late payment as referred to in paragraph 1 of this article, the client, in addition to the amount due and the interest and administrative costs accrued thereon, is obliged to fully compensate both extrajudicial and judicial collection costs incurred by the contractor, including the costs of lawyers, bailiffs, and collection agencies. The extrajudicial costs are set at at least 15% of the principal sum with interest, with a minimum of €250.00.
Article 8: Term of Execution of the Agreement
1. A term for the execution of the agreement specified by the contractor shall, unless it is explicitly and expressly stated in writing to be an absolute term, only have an indicative meaning. The contractor is only in default, even if an absolute term has been agreed, after the client has declared him in default.
2. The contractor's commitment to an agreed absolute term for the execution of the agreement lapses if the client wishes to change the specifications of the assignment.
3. In the execution of the agreement by the contractor, the client shall be obliged to do all that is reasonably necessary or desirable to enable timely performance of the agreement by the contractor.
4. If the client fails to comply with the provisions of the previous paragraph of this article and paragraph 3 of article 7, an agreed absolute term for the execution of the agreement is no longer binding, and the client is in default without written notice of default by the contractor being required. In that case, the contractor is, without prejudice to the rights accruing to him under the law, authorized to suspend the performance of the agreement until the client has rectified this default. Thereafter, the contractor will execute the agreement within a reasonable period.
Article 9: Inspection
1. The client is obliged to examine with due diligence during or after the execution of the agreement whether the contractor has properly performed or has performed the agreement and is furthermore obliged to immediately notify the contractor in writing as soon as it appears otherwise. The client must carry out the aforementioned examination and notification no later than 14 days after the execution of the agreement.
2. The contractor is always entitled to substitute a new proper performance for an earlier improper performance, unless
the default is not remediable.
3. Performance of the agreement is deemed proper between the parties if the client has failed to carry out the examination or notification referred to in paragraph 1 of this article in a timely manner.
4. If the period of 14 days referred to in the first paragraph of this article must, by the standards of reasonableness and fairness, also be considered unacceptably short for a careful and alert client, this period will be extended until the first moment at which the examination or notification to the contractor is reasonably possible for the client.
Article 10: Risk of Content and Amendment of Agreement
The client bears the risk of misunderstandings regarding the content and performance of the agreement if they arise from specifications or other communications not, not correctly, not timely, or incompletely received by the contractor or transmitted by means of any technical medium such as telephone, fax, email, and similar transmission media.
Article 11: Copyrights
1. Unless expressly agreed otherwise in writing, the contractor shall always remain the copyright owner of any copyright that may arise in the works produced by him in the performance of the agreement, such as data carriers, computer software, databases, even if the work concerned is listed as a separate item in the offer or on the invoice.
2. After the execution of the agreement by the contractor, the client acquires the non-exclusive right to use the works produced by the contractor in the context of the agreement within the meaning of the Copyright Act 1912. The aforementioned right of use is limited to the right of normal use of the delivered goods.
Article 12: Liability
1. Deficiencies of the contractor in the performance of the agreement cannot be attributed to him if they are not due to his fault, nor are they borne by him pursuant to the law, the agreement, or generally accepted standards. Furthermore, the contractor is not liable for consequential damage, loss of turnover, or diminished goodwill in the client's business or profession.
2. Insofar as the contractor is liable for damage to the client resulting from an attributable failure in the performance of the agreement, the liability of the contractor is limited to the amount of the agreed price/fee.
3. If and to the extent that the contractor is insured for damage to the client for which it is liable, in that case, the liability is limited to the amount of the payment from the professional liability insurance taken out by the contractor.
4. The client indemnifies the contractor against all claims by third parties.
Article 13: Confidentiality
The contractor undertakes to maintain confidentiality with regard to the data and information provided by or on behalf of the client. The contractor shall not disclose or provide the client's data and information to third parties without the written consent of the client.
Article 14: Complaints Procedure
If the client has a complaint about the performance of the agreement, he can address this complaint orally or in writing to the employee of the contractor who is executing or has executed the agreement. If, in the opinion of the client, the complaint is not resolved satisfactorily, the client can address his complaint in writing to the director of the contractor. The management of the contractor will process the complaint and inform the client of the outcome in writing.
Article 15: Disputes and Applicable Law
1. All disputes arising from the agreement between the client and the contractor shall be exclusively settled by the District Court of Almelo.
2. The agreement between the contractor and the client shall be governed by Dutch law.