General Terms & Conditions In2SAM BV
General Terms and Conditions
Article 1 General
- These terms and conditions apply to any tender, offer and/or contract between In2SAM, hereinafter referred to as “Contractor”, and a Client for execution of work.
- The applicability of any term or condition on the Client side is explicitly rejected.
- If one or more clauses of these terms and conditions are declared invalid or void at any time, all other terms and conditions remain applicable in full. Contractor and the Client will enter into negotiations to agree new provisions.
Article 2 Offers, Deals
- All bids and offers of Contractor are non-commital. If no acceptance period is prescribed, the offer expires after 30 days.
- Contractor can not be held to its offers if the Client can reasonably understand that the bids or offers proposed, or any part thereof, are an obvious mistake or error.
- Prices in a bid or offer are without VAT, other governmental charges, contract costs, travel and hotel arrangements, shipping and handling, unless otherwise indicated.
- If the acceptance of the offer, whether entirely or in subordinate items, deviates from the original offer, including the quotation, the Contractor is not it The agreement with deviating acceptance will not be established, unless Contractor indicates otherwise.
- A composed quotation does not oblige Contractor to execute part of the assignment against a corresponding part of the price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract, timetable, risk transfer, implementation and modification agreement, markup.
- The agreement between Contractor and the Client is established for the contracted time period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If for the execution of the agreement certain activities or delivery are needed within a specified time, then the time limit will never be a deadline. When a term is exceeded, the Client will issue a written notice of default to Contractor. Contractor will be granted a reasonable time frame to execute the activities needed to comply to the agreement in full.
- Contractor shall execute the agreement to the best of its abilities and in accordance with the requirements of good workmanship and on the basis of the known state of science at that time.
- Contractor can transfer certain activities to be performed by 3rd Article 7: 404, article 7: 407 paragraph 2 and article 7: 409 of the Dutch Civil Code are not applicable.
- When the Contractor, or 3rd parties engaged by the Contractor, work under the contract for the Client, the work is performed on the location of the Client or a location designated by the Client, the Client provides reasonably required facilities for those employees for free.
- Contractor is entitled to execute the agreement in several phases and to invoice for the executed phases separately.
- The Client shall ensure that all data, which the Contractor has indicated that they are necessary, or of which the Client should reasonably understand that it is necessary for the execution of the agreement, will be provided to Contractor. If the required data is not provided timely to Contractor for the execution of the agreement, the Contractor has the right to suspend execution of the agreement and invoice additional costs resulting from the delay at the then applicable rates to the Client.
- A contract can be changed or amended. If a contract has been changed or amended, Contractor is allowed to execute te contract after the contract has been agreed by an authorised person of the Contractor and the client has agreed to price and conditions. Contractor will not be in default when not executing the contract immediately and the client is not allowed to cancel the agreement.
- Without being in default, Contractor may refuse a request to amend the agreement if it results in poor quality and / or less quantity of the work to be delivered.
- If Client lacks or fails in proper performance of activities to which he is obliged towards Contractor, the Client is liable for all direct or indirect damages on the part of Contractor.
- If parties have agreed to a fixed price Contractor is allowed at any time to increase the price as a result of an amendment or change in the contract or when law or regulations changes or when prices of materials or wages are change.
- Contractor is allowed to charge the client for increase of prices due to increases of price indexe number of the Bureau of Statistics for services.
Article 4 Suspension and early termination of the agreement
- Contractor is entitled to postpone the fulfillment of the obligations the agreement if the Client does not fully or timely comply with the obligations under the agreement.
- Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract will be impossible or if there are any other circumstances which are of such nature that the unaltered maintenance of the agreement can not reasonably be required of the Contractor .
- If the agreement is terminated, the claims of the Contractor to the Client are due immediately from that moment.
- If the Contractor proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
- If Client is accountable for the termination of the contract, Contractor is entitled to terminate the contract and claim compensation for direct and indirect damages, including costs.
- In the event of liquidation, suspension of payments by law or bankruptcy of the Client, the Contractor is free to terminate the agreement effective immediately, without any obligation to pay damages or compensation. The claims of Contractor towards Client are due immediately.
Article 5 Force Majeure
- The Contractor is not obliged to fulfill any obligation towards the client when he is being interrupted by circumstances through no fault of Contractor.
- Force majeure is defined as all external causes, whether foreseen or unforeseen, which Contractor cannot influence, by which Contractor is unable to fulfill its obligations, as understood in law and jurisprudence. Contractor shall be entitled to invoke force majeure when circumstances hamper (further) fulfillment of the contract or if it occurs after Contractor should already have fulfilled its commitment.
- The contractor may suspend obligations under the agreement during the period that the force majeure continues to exist. If this period lasts longer than 30 days, each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
- When Contractor has fulfilled parts of the contract or started to fulfill partially at the time of the occurrence of force majeur Contractor is entitled to invoice the part already performed or performad partially. Client is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
- Payments must be made within 30 days after the invoice date, in a manner to be specified in the currency of the invoice by the Contractor, unless indicated otherwise in writing by the Contractor. The Contractor is entitled to periodic billing.
- If the Client defaults in the timely payment of an invoice, then the client is legally in default. The client shall owe the statutory interest. The interest on the due amount will be calculated from the time the client is in default until the moment of payment of the full amount owed.
- 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.
- The client is never entitled to set off the amount due to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The client who does not appeal to Section 6.5.3 (Articles 231 to 247 book 6 BW) is not entitled to suspend payment for any reason.
- If the client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the Client. The extrajudicial costs are calculated on the basis of what is common in the Dutch collection practice. However, if the Contractor has made higher costs for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the Client. The Client will also owe interest on the collection costs.
Article 7 Retention
- All work delivered by the Contractor under the Agreement remains the property of the Contractor until Client fulfilled all obligations under the agreement .
- The work delivered by the Contractor, which falls under paragraph 1 under the title, may not be re-sold and may never be used as currency.
- The Client must always do everything that can reasonably be expected of him in order to safeguard the property rights of the Contractor. If a third parties seize the goods delivered or exercise rights to retain the work the client is obliged to notify the Contractor thereof immediately.
- In the event the Contractor wishes to exercise his ownership rights mentioned in this article, the Client provides unconditional and irrevocable consent in advance to the Contractor and third parties to enter all places where the work is in order to take them back .
Article 8 Guarantees, research and advertising, limitation
- The Contractor will deliver work that shall meet the usual requirements and standards that can be made reasonably at the time of delivery and for which they normally use in the Netherlands. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands, the Client itself verifies whether the use is suitable for use in that country and meet the conditions by which they are made. Contractor may then other guarantees and other conditions in respect of the supply business or to carry.
- The guarantee referred to in paragraph 1 of this Article shall apply for a period of 30 days after delivery, unless the nature of the delivered otherwise or the parties have agreed otherwise.
- Any kind of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the Client and / or third parties or when, without written permission from Contractor, the Client or third parties have made changes.
- If the client complains in time, this does not suspend its payment obligation.
- If a defect notification is made, the Client is not entitled to repair, replacement or compensate if not agreed by the Contractor.
- If it is established that a complaint is unfounded, then the costs it incurred, including research costs, fallen on the side of the Contractor, for the account of the client.
- After the warranty period, all costs for repair or replacement, including administration, postage and wire costs are charged to the Client.
- Notwithstanding the statutory limitation periods, all claims and defenses against the Contractor and the Contractor in the performance of a third party, expire after three months.
Article 9 Liability
- If the Contractor is liable, this liability is limited to what is stated in this provision.
- The contractor is not liable for damages of any kind, caused by contractor is incorrect and / or incomplete information provided by or on behalf of the Client.
- If the Contractor is liable for any damage, then the Contractor’s liability is limited to up to half of the total value of the total order, or – if the work is specifically defined in the contract – to that part of the order to which the liability is related.
- Contractor’s liability is always limited to the amount paid out by its insurer, as appropriate.
- The Contractor is liable only for direct damage.
- Direct damage is only the reasonable costs of determining the cause and extent of the damage. Contractor shall never be liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of a 3rd party engaged by Contractor or subordinates under his leadership.
Article 10 Indemnification
- The Client shall indemnify the Contractor for any claims from 3rd parties who may claim damages in relationship with the execution of the agreement with the Contractor.. Should the Client fail to take adequate measures, then the Contractor, without notice, is entitled himselve to do so. All costs and damages on the part of the Contractor and 3rd parties, have to be payed by the Client.
Article 11 Intellectual property
- Contractor reserves all rights regarding products of the mind he uses or used in the scope of the fullfilment of the agreement with the Client, to the extent that legal rights to those products may exist or are established.
- The Contractor has the right to use all gained knowledge, provided that no strictly confidential information of the Client to third parties.
Article 12 Applicable law and disputes
- All agreements between the Contractor and the Client to which these general terms and conditions apply are governed by Dutch law.
- All disputed in connection with agreements between the Contractor and the Client to which these terms and conditions apply will be settled by the competent court in the district where the Contractor is domiciled.
- Contrary to the stipulation in paragraph 2 the contractor and the Client my opt for another dispute resolution manner.
Article 13 Location and change terms and conditions.
- Applicable is the last registered version of these general terms and conditions.
- the Dutch text of the general terms and conditions is leading for its interpretation