Home General Terms and Conditions
  1. Definitions

Definitions used in these General Terms and Conditions:


  1. Applicability of the General Conditions
    • These General Conditions govern any Contract.
    • Any amendments or additions to the General Conditions apply only if agreed in writing between the Client and the Supplier. The amendment and/or addition shall only apply to the Contract in question.
    • If any provision of the General Conditions or a Contract is void or voidable, the Client and the Supplier will consult with each other and agree on a permissible provision, having regard, as far as possible, to the purpose and purport of the provision to be replaced. The provision jointly agreed upon by the Parties will be deemed to have replaced the original provision, whereby the General Conditions will otherwise remain in full force.


  1. Offers and creation of a Contract
    • The Supplier must specify in detail in his offer any deviation from the Client’s request. The costs involved in the Supplier’s offers shall be borne by the Supplier.
    • There will be a binding Contract when the Client sends the Contract Confirmation.


  1. Alterations and additions
    • If, in the opinion of the Supplier, a change in the scope and/or quality of the Contract has consequences for the agreed price and/or delivery time, the Supplier must inform the Client accordingly in writing as soon as possible, but in any event in good time before the change is implemented.
    • In the event of additions or changes to the Contract desired by the Client, the Supplier can only demand an increase in the price if it has informed the Client in good time of the necessity of the price increase resulting from the desired change and if the Client has agreed to this price increase.
    • By agreeing to a change in the scope and/or capacity of the Contract, the Client does not accept any liability and/or risk regarding the technical, constructive and/or functional soundness of the Contract.


  1. Price
    • The Price is stipulated in the Contract.
    • The agreed Price is fixed for the duration of the Contract and cannot be revised unless otherwise agreed in writing.
    • The agreed Price shall be deemed to cover all costs required for the execution of the Contract.
    • The agreed Price is exclusive of VAT (unless explicitly stated otherwise) and includes all costs related to the fulfilment of the Supplier’s obligations under the Contract.


  1. Performance of the Contract
    • The Supplier shall perform the Contract with the appropriate duty of care, having regard to the reasonable expectations and interests of the Client.
    • The Supplier is responsible for the Performance and bears the full risk until completion of the Contract and acceptance thereof by the Supplier. The delivery of goods is made according to the delivery condition ‘delivered duty paid’.
    • The Supplier shall supply the Performance at the time stipulated in the Contract, unless the Client has agreed in writing to a different time.
    • The Supplier shall not use the services of any third party legal entity or natural person in the execution of the Contract without the prior written consent of the Client. If third parties are engaged, the Supplier shall remain fully liable for the execution of the Contract.
    • The Supplier guarantees that, in executing the Contract, it will not act contrary to the Foreign Nationals (Employment) Act or the Wage Tax and Social Security Contributions (Liability of Sub-contractors) Act, and shall monitor compliance with the obligations arising from these acts.
    • The Supplier must keep the available workplace clean and tidy. If the Supplier is required to enter real estate for the execution of the Contract, it must leave this property clean and tidy. The Supplier will also take appropriate measures to prevent loss to workplaces, real estate and other property, persons, and the environment.
    • The Supplier shall, at its own expense and risk, apply for the permits and/or exemptions required for the execution of the Contract.
    • Unless the delay is attributable to the Client or if the Supplier is entitled to invoke force majeure, the Client may, in cases of late Performance, charge the Supplier a delay penalty of 1% of the total value of the Contract for each calendar day commenced on which the Supplier fails to meet the agreed date for completion of the Performance.
    • The provisions of section 8 are without prejudice to Client’s right to terminate the Contract and/or to claim specific performance and/or compensation.


  1. Ownership and risk
    • The ownership of a Performance or part thereof shall pass to the Client at the moment that the Performance or part thereof is delivered to the Client. The risk shall pass upon acceptance of the Performance by the Client.
    • If the Client exchanges/returns a Performance with or without appurtenant benefits, the risk of this Performance passes to the Supplier at the moment that the Performance handed to the carrier.


  1. Payments
    • An Order or part of an Order carried out by the Supplier shall be deemed to have been accepted by the Client if the Client has informed the Supplier in writing of its approval. After approval, the Supplier is entitled to invoice the agreed Price.
    • Payment by the Client shall take place within 30 days after the Supplier’s invoice.
    • The Client is entitled, without judicial intervention, to suspend and/or set off the payment of any amount, if at any time it has a claim against the Supplier under any title whatsoever.


  1. Warranty and quality
    • The Supplier warrants:


  1. Public order, Health and Safety, and the Environment
    • The Supplier and its personnel, as well as third parties engaged by the Supplier, must comply with the statutory regulations, including health and safety, environmental regulations, and the regulations concerning working conditions.


  1. Indemnity
    • The Supplier indemnifies the Client against any fines and/or other penalties, irrespective of the possibility of an objection or appeal, by or on behalf of any authority, on account of (alleged) violations of regulations or on any other account, committed by the Supplier or third parties engaged by him. This indemnity includes, but is not limited to, sanctions imposed by any competent body in connection with any alleged or observed violation of the Foreign Nationals (Employment) Act, the Wage Tax and Social Security Contributions (Liability of Sub-contractors) Act, tax and social insurance legislation, or in connection with any related legislation and/or regulations.


  1. Confidentiality
    • The Supplier shall keep all information and/or data obtained in the context of (the execution of) the Contract confidential and shall not share it with third parties without the Client’s written permission, except to the extent required for the execution of the Contract.
    • If the Supplier breaches article 12.1, it is liable to pay the Client an immediate penalty of EUR 50,000 per breach. This penalty shall not affect any compensation obligations of the Supplier.


  1. Intellectual Property
    • All intellectual property rights relating to the Contract and the Performance shall belong to the Client. ‘Intellectual property rights’ here means all claims to copyrights, drawings, decorative and utility models, trade names, trademarks, as well as know-how and accrued goodwill.
    • The Supplier guarantees that the execution of the Contract will not infringe any intellectual property rights or patents of third parties.


  1. Insurance
    • The Supplier shall adequately insure its statutory liability as well as its contractual liability to the Client, or at least insure itself to the amount agreed in the Contract, if an amount is included therein.
    • The Supplier must, on the Client’s first request, provide the Client with a copy of this insurance cover as well as proof of payment of the premium.


  1. Transfer of rights and obligations
    • The Supplier shall not transfer the rights and obligations arising from the Contract, either in whole nor in part, to third parties without the Client’s prior written consent.


  1. Liability
    • The Supplier is liable for all loss suffered by the Client or third parties as a result of or in connection with the fulfilment of the Contract or as a result of a defect in the Performance, including loss resulting from acts or omissions on the part of the Supplier, its personnel or those engaged by it in the performance of the Contract or as a result of items/materials used by the Supplier in the performamce of the Contract.
    • In the event of loss, the Supplier will only be able to claim compensation from the Client if such loss results from any intent or gross negligence on the part of the Client.


  1. Termination of Contract
    • Without prejudice to its rights to compensation for its losses and all other statutory and contractual rights to terminate the Contract, the Client shall be entitled to terminate the Contract, in full or in part, unilaterally with immediate effect and without any liability to pay wages and/or costs, by written notice if:


  1. Publicity and communications
    • The Supplier is not entitled to make any public reference to the existence of the Contract, including on social media, in newspapers, on its website and the like without prior written permission from the Client.


  1. Applicable law and disputes
    • The Contract and any related agreements shall be governed exclusively by Dutch law. The parties exclude the Vienna Sales Convention.
    • Any disputes that may arise between the Supplier and the Client as a result of the Contract will be submitted to the competent court in the district where the Client has its registered office.