TERMS AND CONDITIONS
Article 1: Definitions
1. DNB Bouw, located in Amsterdam, Chamber of Commerce number 85908673, is referred to as the service provider in these general terms and conditions.
2. The other party to the service provider is referred to in these general terms and conditions as the client.
3. The parties are service provider and client together.
4. The agreement means the agreement to provide services between the parties.
Article 2: Applicability of general terms and conditions
1. These conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider.
2. Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties. W
3. The agreement always contains best efforts obligations for the service provider, not results obligations.
Article 3: Payment
1. Invoices must be paid within 14 days after the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
2. If the client does not pay within the agreed period, he will be in default by operation of law, without the need for any reminder. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligation.
3. If the client remains in default, the service provider will proceed with collection. The costs related to this collection will be borne by the client. If the client is in default, he owes statutory interest, extrajudicial collection costs and other damages to the service provider. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.
5. If the client refuses to cooperate in the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.
Article 4: Offers and quotations
1. Offers are without obligation and valid for a maximum of 1 month, unless a different acceptance period is stated in the offer. If the offer is not accepted within that stated period, the offer will lapse.
2. Delivery times in quotations are indicative and do not entitle the buyer to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
Article 5: Prices
1. The prices stated on offers, quotations and invoices include the VAT due, unless otherwise agreed.
2. The prices of goods are based on the cost prices known at that time. Increases in this amount, which could not have been foreseen by the service provider at the time of making the offer or concluding the agreement, may lead to price increases.
3. With regard to the services, the parties can agree on a fixed price when concluding the agreement.
4. If no fixed price has been agreed, the rate relating to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which he carries out the work, unless a different hourly rate has been agreed.
5. If no rate has been agreed on the basis of the hours actually spent, a fee will be charged for the service
5. If no rate has been agreed on the basis of the actual hours spent, a target price will be agreed for the service, from which the service provider is entitled to deviate by up to 10%. If the target price is more than 10% higher, the service provider must inform the client in a timely manner why a higher price is justified. In that case, the Client has the right to cancel part of the order that exceeds the target price plus 10%.
Article 6: Price indexation
1. The service provider is entitled to increase its rates annually as of January 1 in accordance with the consumer price index (CPI) for all households.
Article 7: Provision of information by the client
1. The Client makes all information relevant to the execution of the assignment available to the service provider.
2. The Client is obliged to make available all information and documents that the service provider believes it needs for the correct execution of the assignment, in a timely manner and in the desired form and manner.
3. The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, unless otherwise dictated by the nature of the assignment.
4. If and insofar as the client requests this, the service provider will return the relevant documents.
5. The client does not provide the data and documents required by the service provider, or does not provide them in a timely or proper manner
available and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.
Article 8: Withdrawal of assignment
1. The client is free to terminate the assignment to the service provider at any time.
2. If the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.
Article 9: Execution of the agreement
1. The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The service provider has the right to have work carried out by third parties.
3. Execution takes place in mutual consultation and after written agreement and payment of any agreed advance.
4. It is the client's responsibility that the service provider can start the assignment on time.
Article 10: Contract duration of assignment
1. The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If the parties have agreed on a deadline for the completion of certain work within the term of the agreement, this is never a strict deadline. If this period is exceeded, the client must give the service provider written notice of default.
Article 11: Changes to the agreement
1. If during the execution of the agreement it appears that this is not the case for proper execution of the assignment
1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be carried out for the proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.
3. If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.
Article 12: Force majeure
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations towards the client are prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from the service provider. These circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.
2. If a situation as referred to above occurs as a result of which the service provider cannot meet its obligations to the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to terminate the agreement in whole or in part in writing.
3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, even if the service provider enjoys any benefit as a result of the force majeure situation.
Article 13: Transfer of rights
1. A party's rights under this agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Article 14: Insurance
1. The client undertakes to adequately insure and keep insured goods delivered that are necessary for the execution of the underlying agreement, as well as goods of the service provider that are present at the client's premises and goods that have been delivered under retention of title, against, among other things, fire, explosion and water damage as well as theft.
2. The Client will make the policy for these insurances available for inspection upon first request.
Article 15: Retention of title, right of suspension and right of retention
1. The goods present at the client and the goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a creditor's default. In that case, a late delivery cannot be held against the service provider.
3. The service provider is not authorized to pledge or encumber in any other way the items falling under its retention of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The item will then not be delivered until the client has paid in full and as agreed.
5. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of
5. In the event of liquidation, insolvency or suspension of payment of the client, the client's obligations are immediately due and payable.
Article 16: Joint and several liability
1. If the assignment is provided by more than one client, all clients are jointly and severally liable for the fulfillment of all obligations arising from these general terms and conditions and the present agreement. ij
Article 17: Liability
1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
2. The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, databases, registers or other items used by the service provider in the execution of the assignment.
Article 18: Client's liability
1. If an assignment is provided by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
Article 19: Indemnity
1. The client indemnifies the service provider against all claims from third parties related to the goods and/or services supplied by the service provider.
Article 20: Duty to Complain
1. The Client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
2. A complaint cannot in any case lead to the service provider being obliged to perform work other than that agreed.
Article 21: Intellectual property
1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, drawings and models rights, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc.
2. The aforementioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without written permission from the service provider.
3. The Client undertakes to maintain confidentiality of the confidential information made available to him by the service provider. Confidential information in any case means that which is covered by this article
relates, as well as the company details. The Client undertakes to inform its staff and/or third parties that:
relates, as well as the company details. The Client undertakes to impose a written obligation of confidentiality on its staff and/or third parties involved in the implementation of this agreement with respect to the scope of this provision.
Article 22: Confidentiality
1. The Client will keep the information that it receives (in whatever form) from the service provider and all other information regarding the service provider that it knows or can reasonably suspect to be secret or confidential, or information that it can expect to be disseminated. could cause damage to the other service provider, remains confidential and takes all necessary measures to ensure that it also keeps the said information confidential.
2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
1. which was already public at the time the client received this information or will be public afterwards
without a breach of a duty of confidentiality to which he is subject;
2. of which the client can prove that this information was already in his possession at the time of provision
by service provider;
3. that the client has received from a third party whereby this third party was entitled to this information
to be provided to the client;
4. which is made public by the client on the basis of a legal obligation.
3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.
Article 23 Fine for violation of confidentiality obligation or intellectual property right
1. If the client violates the article of these general terms and conditions regarding confidentiality or intellectual property, the client will forfeit to the service provider an immediately payable fine of € 1,000 for each violation and an additional amount of € 500 for each day that the violation continues. No prior notice of default or legal proceedings are required to forfeit this fine. There also does not have to be any form of damage.
2. Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of the service provider, including its right to claim damages in addition to the fine.
Article 24: Applicable law and competent court
1. This agreement between service provider and client is exclusively governed by Dutch law. The Dutch judge of the Amsterdam District Court has jurisdiction.
2. If one or more provisions of these general terms and conditions are deemed unreasonably onerous in legal proceedings, the other provisions will remain in full force.
