General terms and conditions for services - Atria
Article 1. General
- These terms and conditions apply to every offer, quotation and agreement between Atria, hereinafter referred to as: “User”, and a Client to which the User has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing.
- These terms and conditions also apply to agreements with User, for the implementation of which User must involve third parties.
- These general terms and conditions have also been written for the employees of the User and its management.
- The applicability of any purchase or other conditions of the client is explicitly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be destroyed, the other provisions of these general terms and conditions will remain fully applicable. The user and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions are taken into account as much as possible.
- If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must be in the spirit of these provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Quotations and offers
- All quotations and offers from User are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the service to which the quotation or offer relates is no longer available in the meantime.
- User cannot be held to its quotations or offers if the client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless the Users indicate otherwise.
- A composite quotation does not oblige User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3 contract duration, implementation periods, risk transfer, implementation and amendment of the agreement; price increase
- The agreement between the User and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
- If a term has been agreed or stated for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the client must therefore give the User written notice of default. User must be offered a reasonable term to still execute the agreement.
- User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art at that time.
- User has the right to have certain activities performed by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 BW is expressly excluded.
- If work is carried out by the User or third parties engaged by the User in the context of the assignment at the location of the client or a location designated by the client, the client shall provide the facilities reasonably desired by those employees free of charge.
- User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- If the agreement is executed in phases, User can suspend the execution of those parts to a subsequent phase until the client has approved the results of the preceding phase in writing.
- The client ensures that all data, of which the User indicates that they are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, are provided to the User in a timely manner. If the information required for the execution of the agreement has not been provided to the User in time, the User has the right to suspend the performance of the agreement and charge the costs to the client according to the then usual rates. The implementation period does not commence until after the client has made the data available to the User. User is not liable for damage, of whatever nature, because User has assumed incorrect and / or incomplete data provided by the client.
- If during the execution of the agreement it appears that it is necessary for a proper execution thereof to change or supplement it, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the client, of the competent authorities, et cetera, is changed and the agreement is changed in terms of quality and / or quantity, this may have consequences for what was originally agreed. As a result, the agreed amount can also be increased or decreased. The User will provide a quotation in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The client accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is amended, including an addition, then User is entitled to implement it only after approval has been given by the person authorized within User and the client has agreed to the price and other conditions stated for the implementation, including the then to be determined time at which it will be implemented. Not or not immediately executing the amended agreement does not constitute default on the part of the User and is no ground for the client to terminate or cancel the agreement.
- Without being in default, the User can refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context.
- If the client should be in default in the proper fulfillment of that which he is obliged to do towards the User, the client is liable for all damage on the part of the User arising directly or indirectly.
- If the User agrees a fixed fee or fixed price with the client, the User is nevertheless at all times entitled to increase this fee or this price without the client in that case being entitled to terminate the agreement for that reason, if the increase in the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
- If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, only the client who can rely on Title 5 Section 3 Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless User
• is then still prepared to execute the agreement on the basis of what was originally agreed;
• if the price increase arises from a power or an obligation resting on User under the law;
• if it is stipulated that the delivery will take place longer than three months after the conclusion of the agreement;
• or, in the case of delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.
Article 4 Suspension, dissolution and early termination of the agreement
- User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the client does not, not fully or not timely fulfill the obligations under the agreement, or if after the conclusion of the agreement User becomes aware of good circumstances. give grounds to fear that the client will not fulfill the obligations, or if the client was requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient or if, due to the delay on the part of the client, the User can no longer be expected to fulfill the agreement under the originally agreed conditions.
- Furthermore, User is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if otherwise circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be assumed by User. are required.
- If the agreement is dissolved, the claims of the User on the client are immediately due and payable. If the User suspends the fulfillment of the obligations, he will retain his rights under the law and agreement.
- If User proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs arising in any way.
- If the dissolution is attributable to a client, the User is entitled to compensation for the damage, including the costs, caused directly and indirectly.
- If the client fails to fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, the User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the client, on account of breach of contract, but is obliged to pay compensation or compensation.
- If the agreement is terminated prematurely by the User, the User will, in consultation with the client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the client. If the transfer of the work entails additional costs for User, these will be charged to the client. The client is obliged to pay these costs within the specified period, unless the User indicates otherwise.
- In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the client, of debt restructuring or another circumstance that prevents the client can freely dispose of his assets for longer, the User is free to terminate the agreement immediately and with immediate effect or to cancel the agreement, without any obligation on his part to pay any compensation or compensation. The claims of User on the client are in that case immediately due and payable.
- If the client cancels a placed order in whole or in part, the work that has been performed and the goods ordered or prepared for this, plus any delivery and delivery costs thereof and the working time reserved for the performance of the agreement, be charged in full to the client.
Article 5 Force majeure
- User is not obliged to fulfill any obligation towards the client if he is prevented from doing so as a result of a circumstance that is not due to its fault, and neither by law, a legal act or generally accepted views for it. bill comes.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this respect in law and jurisprudence, all external causes, foreseen or unforeseen, on which the User cannot influence, but which makes the User unable to do so is to fulfill its obligations, including strikes in the company of User or third parties. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after User should have fulfilled its obligation.
- During the period that the force majeure continues, the User can suspend the obligations under the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
- Insofar as User at the time of the commencement of force majeure has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, the User is entitled to fulfill or fulfill it. part to be invoiced separately. The client is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and Collection costs
- Payment of invoices from the User to the client must always be made within 14 days after the invoice date, in a manner to be indicated by the User in the currency in which the invoice is made, unless stated otherwise by the User in writing. User is entitled to invoice periodically.
- If the client fails to pay an invoice on time, the client is in default by operation of law. The client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the claimable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
- User has the right to have the payments made by the client extend in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal sum and the current interest. User can, without being in default as a result, refuse an offer for payment, if the client indicates a different order for the allocation of the payment. User can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid.
- The client is never entitled to set off the amount owed by him to the User. Objections to the amount of an invoice do not suspend the payment obligation. The client who is not entitled to appeal to section 6.5.3. (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if User has incurred higher costs for collection which were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the client, the client is also due interest on the collection costs due.
Article 7 Guarantees, research and complaints, limitation period
- The client is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In addition, the client should investigate whether the quality and / or quantity of the delivered goods correspond with what has been agreed and meet the requirements that the parties have agreed in this respect. Any recognizable defects must be reported to User in writing within seven days of delivery. Any invisible or recognizable defects must be reported to User in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The client must give the User the opportunity to investigate a complaint or have it investigated.
- If the client makes a timely complaint, this does not suspend his payment obligation. In that case, the client also remains obliged to purchase and pay for the otherwise ordered goods and for what he has instructed the User.
- If a defect is reported later, the client is no longer entitled to repair, replacement or compensation.
- If it is established that an item is defective and a timely complaint has been lodged in this regard, the User will replace the defective item within a reasonable period of time or arrange for it to be repaired or pay a replacement fee for it to the client. In the event of replacement, the client is obliged to return the replaced good to the User and to transfer the ownership thereof to the User, unless the User indicates otherwise.
- If it is established that a complaint is unfounded, then the costs arising as a result, including the research costs, incurred by the User as a result, will be fully borne by the client.
- Contrary to the statutory limitation periods, the limitation period for all claims and defenses against User and third parties involved by User in the performance of an agreement is one year.
Article 8 Liability
- If User should be liable, this liability is limited to what is regulated in this provision.
- The User is not liable for damage, of whatever nature, caused by the fact that the User has assumed incorrect and / or incomplete information provided by or on behalf of the client.
- If User should be liable for any damage, User's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
- The liability of the User is in any case always limited to the amount of the payment from its insurer as appropriate.
- User is only liable for direct damage and not for consequential damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the User comply with the agreement, insofar as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to gross negligence on the part of User or its managerial subordinates.
Article 9 Indemnity
- The client indemnifies the User against any claims from third parties who suffer damage in connection with the implementation of the agreement and the cause of which is attributable to others than the User. If User should be addressed by third parties on that basis, the client is obliged to assist User both in and out of court and to do everything that may be expected of her in that case without delay. Should the client fail to take adequate measures, then User is entitled to do so himself without notice of default. All costs and damage on the part of the User and third parties that arise as a result, are fully for the account and risk of the client.
Article 10 Intellectual property
2. User reserves the rights and powers that accrue to it on the basis of the Copyright Act and other intellectual laws and regulations. User has the right to use increased knowledge for other purposes through the execution of an agreement, insofar as no strictly confidential information of the client is disclosed to third parties.
Article 11 applicable law and disputes
3. All legal relationships to which User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there.
4. The judge in the User's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
5. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 12 Location and change of conditions
- These terms and conditions are published on the //collectie.atria.nl website
- The most recently published version or the version that applied at the time of the creation of the legal relationship with User is always applicable.
- The Dutch text of the general terms and conditions is always decisive for the interpretation thereof