Terms & Conditions Thiermann BV: Services (August 2015)
Article 1 Definitions
In these general conditions the following terms are used with the addition mentioned meanings, unless otherwise indicated.
Client: the party of the contractor;
Mission: to determine the work to be performed by the contractor agreement between client and contractor, and the conditions under which this should happen.
Article 2 General
1. The general conditions apply to all offers, activities, contracts and agreements between contractor and client (s) on which the Contractor has declared these conditions applicable, insofar as these conditions are not in writing;
2. These conditions also apply to contracts with the contractor, involving the third question;
3. If one or more of the provisions expire in these terms, the remaining provisions of these terms and conditions apply. Parties will consult in this case to agree substitute provisions, which as far as possible be based on the purpose and intent of the original provision.
Article 3 Offers
1. Contractor Offers are based on the information given by the client. Client guarantees that he has given to the best of all for the design, execution and completion of the mission critical information. The offers made by the contractor are without engagement and valid for 30 days, unless otherwise indicated. Contractor is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless otherwise indicated;
2. The prices of these offers are exclusive of VAT and other government levies and other contract costs, including shipping and handling, unless otherwise indicated;
3. If the acceptance (on secondary items) from the offer included in the quotation, the contractor is not bound by them. The task then is not prepared under this deviating acceptance, unless the contractor specifies otherwise;
4. A compound quotation does not oblige Contractor to execute part of the assignment against a corresponding part of the quoted price;
5. Offers do not automatically apply to future assignments.
Article 4 Provision of information and cooperation
Client shall provide the Contractor in good time all the documents, information and contacts, which are necessary for proper performance of the contract.
Article 5 of the assignment and the involvement of third parties thereto
1. Contractor carries out the work under the contract, to the best knowledge, expertise and capacity;
2. To the extent necessary for the proper performance of the contract, the contractor has to carry the right (parts of) the work by third parties. He does this in consultation with the client and will try their best to achieve the agreed obligations and quality;
3. The Contractor accepts no liability for the work performed by third parties, provided that they themselves have entered into an agreement with the client;
4. The Contractor is not liable for damage caused by being incorrect and / or incomplete data provided by the client, unless the inaccuracy or incompleteness of the data to be heard known him;
5. If it is agreed that the contract in phases will be carried out, the contractor can implement those parts to a next stage, until a client the results of the preceding stage in writing;
6. If the Contractor or by the Contractor engaged third parties, the contract work is performed on the client's site or at a location designated by the client, client shall ensure free of charge by those employees reasonably required facilities.
Article 6 Amendment of the contract, additional work
1. Client accepts that the contract schedule may be affected as parties subject to change decisions of approach, method or scope of the contract and the resulting work. If by interim principal changes arising in the performance of the contract, the Contractor shall make the necessary adjustments to the instructions of the client. This leads to more work, he presents this as an additional service to client. Contractor the extra costs to amend the contract with the client may be charged;
2. Notwithstanding paragraph 1, the contractor does not charge additional costs if the amendment or supplement of the contract is the result of circumstances attributable to the contractor.
Article 7 Duration of the contract; execution time
1. Parties will contract for an indefinite period unless otherwise agreed in writing;
2. Within the duration of the contract agreed to a deadline for completion of certain activities, this is not a deadline. Exceeding the time limit should therefore principal contractor written notice of default.
Article 8 Tariffs
1. If the parties have not agreed otherwise in writing, the contractor shall establish its tariff in accordance with his hourly rate;
2. The rate of the contractor included the cost of secretarial work and telephone charges. Travel time he calculates by half of the hourly rate. Travel and subsistence expenses he declares in accordance with agreements in the tender. When all offers unmarked contractor the time actually charged and in danger of being exceeded by more than 5% of the offered amount, he declares after consultation with the client;
3. Amounts are exclusive of VAT;
4. Contractor client are dating an hourly rate, the Contractor shall nevertheless be entitled to increase this rate without the Client being entitled to the contract to terminate that reason, if the price increase resulting from a power or duty under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc. or other grounds that were not reasonably foreseeable at the conclusion of the agreement;
5. The contractor may - without prior notice - on 1 January of the year in the tender agreed tariff increase of up to the rate of inflation provided by the CBS in the previous year. When price increase beyond the inflation rate to the contractor may also raise prices. Customer may cancel the contract with an annual increase of more than 10%. He may not, when the increase results from the law;
6. Contractor shall client plans to increase the rate, including the amount and date of their informed in writing;
7. Does the client does not agree with the contractor planned increase by more than 10%, he can cancel in writing within two weeks of notification, the contract by the contractor in the notification of the said effective date of the increase.
Article 9 Payment Terms
1. Payment must be made within two weeks after the invoice date, unless otherwise agreed;
2. After the expiration date the client is legally in default and the contractor has the right to charge statutory interest. Client calculates the interest on the amount to be paid from the moment the client defaults, until the amount is paid in full. The cost of a reminder, reminder and summons amount each time € 100.00 and are borne by the customer;
3. The Contractor shall be entitled to have the payments made by Client in the first place to reduce the costs, then against the interest due and finally to reduce the principal and accrued interest. Contractor may, without being in default, to refuse an offer of payment if the client a different order for the allocation of the payment. Contractor may refuse full payment of the principal, if not also the cases and accrued interest and collection costs;
4. In case of liquidation, bankruptcy, seizure or suspension of payment of principal, the claims of the contractor against the client are immediately due and payable;
5. Failure to comply with the obligations by the client, all costs incurred to recover for the client, both judicial and extrajudicial.
Article 10 Retention of title
1. All contractor delivered, as designs, sketches, drawings, films, software and s (electronic) files, remain property of the contractor until the client has fulfilled all its obligations;
2. The client is not entitled to pledge under the retention of title or encumber in any other way;
3. Laying third parties seize the goods delivered under retention of title if they want to establish or do entitlements, then the customer must contractor thereof as soon as can be expected of him to inform;
4. Client is obliged to insure the goods delivered under retention of title and keep them insured against fire, explosion, water damage and theft and the insurance policy upon request for inspection immediately;
5. The goods delivered by the contractor, which according to paragraph 1 of this article, are subject to retention of title may only be resold in the context of normal business but never be used as currency;
6. Will the contractor be exercising ownership rights mentioned in this article then gives the client unconditional and irrevocable consent to the contractor - or by assigning it to third-party to all locations where to enter the property of the contractor are to take back these goods.
Article 11 Inspection, claims and complaints
1. Complaints about the work the customer must, within two weeks after the invoice date and no later than three weeks after completion of the work in question, notify the contractor in writing. The notice must contain a detailed description of the failure, so that the contractor can respond adequately;
2. If a complaint is justified, the contractor performed the work yet as agreed, unless this has become demonstrably useless. The latter should make the client in writing;
3. If still performing the agreed work is no longer possible or appropriate, the contractor is responsible, within the limits of Article 15.
Article 12 Termination
If the agreement is terminated by the Contractor, the Contractor shall, in consultation with the Client, arrange for transfer of additional work to third parties. Unless the termination to the Client is accountable. If the transfer of work Contractor extra costs incurred, they will be charged to the Client. The Client shall pay such costs within the period mentioned, unless the Agency indicates otherwise.
Article 13 Suspension and termination
1. The Contractor is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fully or timely comply, after the conclusion of the contract the Contractor circumstances become known to give good grounds the obligations under the agreement to fear that the Client will not fulfill its obligations if the client at the conclusion of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security fails or is insufficient or if the delay on the part the Principal may no longer be required of the Contractor that he will fulfill the contract against the originally agreed conditions;
2. Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement of the Contractor may reasonably be required. If the agreement is dissolved, the claims of the Contractor immediately to the Client due. If the Contractor suspends fulfillment of the obligations, he retains his rights under the law and the agreement;
3. If the Contractor proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way;
4. If the dissolution of the Customer is accountable, the Contractor is entitled to compensation for damages, including costs, thereby directly and indirectly;
5. If the client from the agreement does not fulfill obligations and to justify this failure dissolution, then the Contractor is entitled to terminate the agreement with immediate effect without any obligation to pay any damages or compensation, while the Client, by virtue of default, but for damages or compensation is required;
Article 14 Return of things
1. If the contractor in the execution of the contract business has made available to the client, the client must be delivered to his written request within 14 days in original condition, free of defects and complete return. Does client fails this obligation after, then all resulting costs thereof;
2. If the customer, after receiving a warning, still remains in default, the contractor may the resulting damage and costs, including replacement costs, him stories.
Article 15 Liability
1. orders accepted the contractor has an obligation. If the Contractor is liable, this liability is limited to the stipulations of this provision;
2. The Contractor shall not be liable for damages of any kind, caused by the Contractor is incorrect and / or incomplete information provided by or on behalf of the Client;
3. The Contractor is liable only for direct damage. Indirect damage is only the reasonable costs of determining the cause and extent of the damage, where the establishment relates to damage under these conditions, any reasonable costs to the poor performance of the Contractor to the agreement to answer, so far as this can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these expenses resulted in mitigation of direct damage under these conditions. Contractor shall never be liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business interruption;
4. If the contractor is liable for direct damage, this liability is limited to the amount invoiced and in any case the amount to be provided by the insurer of the contractor in the occurring event;
5. The in this article mentioned limitations of liability do not apply if the damage is due to intent or gross negligence of the contractor or his senior subordinates.
Article 16 Safeguarding
Client indemnifies the contractor from third parties who may suffer in connection with the execution of the agreement and whose cause other than attributable to the Contractor. If the Contractor for that reason should be addressed by third parties, the Client shall be the Contractor both outside and in law and immediately what to do for him in that case can be expected. Should the Client fail to take adequate measures, then the Contractor, without notice, entitled themselves doing so. All costs and damages on the part of the Contractor and third parties, are for the account and risk of the Client.
Article 17 Force Majeure
1. The parties have an obligation not to comply if they are hindered by circumstances that are not due to debt, and - according to the law - even if a legal act or generally accepted for its account traffic;
2. Force majeure is defined - in addition to what this is understood in law and jurisprudence - all external causes, foreseen or unforeseen, which the contractor has no influence, but which he is unable to meet its obligations. Strikes in the company of the contractor, illness and / or disability are also included here;
3. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance, onset after he should have fulfilled its obligations;
4. The parties may delay their obligations during the force majeure event. Takes the situation of force majeure for more than two months, should dissolve all the parties without any obligation to pay damages to the other party;
5. Does the contractor already partly fulfilled its obligations at the time of force majeure or he will fulfill this, he may declare this part. Principal meets this statement than if it were a separate contract.
Article 18 Confidentiality
1. Both parties are obliged confidential information they have received for the contract, to keep secret. Information is confidential if this is indicated by the other party or if it appears from the (sort of) information;
2. Should the contractor in accordance with a law or a court decision, confidential information - by law or the designated jurisdiction - provide third parties and can not rely on a legal or recognized by the competent judge or permitted to change, then he is not obliged to pay damages or compensation and the other party is not entitled to terminate the contract on the basis of the damage caused by this.
Article 19 Intellectual Property and Copyrights
Contractor reserves the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. The Contractor has the right brought by the implementation of an agreement at his side increased knowledge for other purposes, provided that no strictly confidential information of the Client to third parties.
Article 20 Disputes
1. In case of disputes arising from this agreement or from acts building agreements, the parties will try to solve this in the first instance using mediation in accordance with the rules of the Foundation Dutch Mediation Institute in Rotterdam, which applies at the beginning of the Mediation ;
2. If it appears impossible to resolve such disputes by mediation, the dispute will be settled by the competent court.
Article 21 Applicable law
On each agreement between the contractor and the client are governed by Dutch law. Also if a contract wholly or partly abroad or if the customer is resident or established abroad.
Article 22 Amendments
These conditions are filed with the Chamber of Commerce where the contractor is registered. The latest version filed c.q. the version applicable at the time the contract was made, it is always the current version.