Delivery conditions
Delivery conditions
General terms and conditions of the private company Dienstencentrum B.V. established at Schiphol-Rijk
filed on January 19, 2023 under number 5/2023 at the Registry of the District Court of Amsterdam.
Article 1: Definitions
In these general terms and conditions, the following definitions shall apply:
a. Client: the natural or legal person who has commissioned the
contractor to perform services or supply items/products, respectively.
b. Contractor: The private company with limited
liability Services Center B.V.
Article 2: General
1. These general conditions apply to the
conclusion, content and performance of all agreements, offers, acceptances, order confirmations and other (legal) acts concluded between the Client and the Contractor, whether in electronic form or not.
2. General (purchase) conditions of the client shall only apply if it has been expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these general conditions.
3. If these general terms and conditions have applied to any agreement, they shall automatically apply to any subsequent agreement between the parties, unless the parties expressly agree otherwise in writing.
4. If any provision of these general terms and conditions is void or nullified, all other provisions shall remain in full force and effect. To replace the void or nullified provisions, the parties will validly make new agreements that are as close as possible to the original purport.
5. Insofar as an agreement deviates from one or more
provisions of these general terms and conditions, the
provisions of the agreement shall prevail. The other provisions of these general conditions shall in that case continue to apply to the agreement.
6. The Contractor shall make every effort to perform the services he has commissioned in accordance with the requirements of good
craftsmanship.
This obligation of effort on the part of the Contractor does not constitute a guarantee that the intended result will be achieved.
7. The contractor shall be entitled to amend these general conditions. The amended conditions shall be deemed to have been accepted after the contractor has sent the client the new conditions (by email or in writing).
Article 3: Quotations, offers
1. The mere submission of a quotation, budget, pre-calculation or similar communication, whether or not designated as an offer, does not oblige the Contractor to enter into an agreement with the Client.
2. Offers of the contractor are always without obligation and can only be accepted without deviations. An offer shall in any case be deemed to have been rejected if it has not been accepted within one month, unless the offer specifies a different period
for acceptance.
3. Obvious mistakes or errors in the offer of
contractor shall not bind the contractor.
Article 4: Cancellation
1. The principal shall be entitled to cancel an agreement before the contractor has commenced performance of the agreement or the service, or to abandon a service for which the principal has subscribed, provided the principal compensates the contractor for the damage incurred for this purpose. This damage shall include the losses and loss of profit suffered by the contractor and in any case the costs already incurred by the contractor in preparation, including but not limited to those of reserved capacity, purchased materials and called in
services. In case it concerns a service or work with a fixed price, the damage to be paid by the contractor shall in any case be 50% of this price.
2.In case of cancellation by the principal of a planned
company visit within 3 weeks before the company visit, the principal undertakes to pay 25% of the price with a minimum of € 75,00 (excluding VAT). If the client cancels a planned company visit within 2 weeks before the company visit, the client is obliged to pay 50% of the price with a minimum of € 150.00 (excluding VAT). If the client cancels a planned
company visit within 24 hours before the company visit, the client is obliged to pay 75% of the price with a minimum of € 250.00 (excluding VAT).
Article 5: Price / Fee
1. All prices/fees quoted are exclusive of sales tax
(VAT) and other government-imposed levies.
2. The price/fee quoted by the contractor for the performance to be carried out by him shall apply only to the performance in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to perform part of the total performance at the amount stated for this part in the offer or at a proportionate part of the price/fee stated for the whole.
Article 6: Fee or price changes
1. The contractor shall be entitled to increase the agreed fee or price if one or more of the following circumstances occurs after the conclusion of the agreement: increase in the cost of services required for the execution of the agreement, increase in shipping costs, in wages, in employer's social security contributions, in the costs associated with other terms and conditions of employment, introduction of new and increase in existing government levies, or in general circumstances similar to the above.
2. The contractor shall be entitled to increase the agreed fee or price if the client makes changes to the specifications originally agreed upon. The contractor shall cooperate with this change within reasonable limits, if the content of the performance to be performed by him does not substantially deviate from the originally agreed performance.
Dienstencentrum BV - Office address: Boeingavenue 207, 1119 PD SCHIPHOL-RIJK
KvK Amsterdam 34294254 - ABN-AMRO 62.66.93.098 - T(020) 543 56 88, F(020) 543 55 64
E-mail info@dienstencentrum.com - Internet www.dienstencentrum.com
Article 7: Payment term
1. Unless otherwise agreed, the client must pay the price and other amounts due under the agreement within 14 days of the invoice date, without being able to invoke any discount, setoff or suspension.
2. In the event of late payment, the client shall be in default without notice of default being required from the contractor.
3. At the request of the
contractor, the client undertakes to make an advance payment in settlement of the amounts to be paid to the contractor. Payment of this advance shall be made within a payment period set by the
contractor. If timely
payment is not made, the contractor is entitled to suspend his
obligations under the agreement.
4. If the client fails to pay on time as referred to in paragraph 1 of this article, he shall, on account of the delay in payment of the amount owed by him, owe statutory interest on this amount from the invoice date. The contractor shall be entitled to charge a twelfth part of this interest for each month or part of this month in which the principal has not fully complied with his obligation to pay.
5. In the event of non-timely payment as referred to in paragraph 1 of this article, the client shall be obliged to pay the administrative costs of at least €50 charged by the contractor.
6. In the event of non-timely payment as referred to in paragraph 1 of this article, in addition to the amount due and the interest accrued thereon and administrative costs charged, the client shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.
The extrajudicial costs are set at
at least 15% of the principal amount with interest, with a minimum of € 250.00.
Article 8: Term of execution of the agreement
1. A term of execution of the agreement specified by the contractor shall, unless it is expressly stated in writing that it is a deadline, be indicative only. Even in the case of an agreed deadline, the contractor shall not be in default until the client has given him notice of default.
2. The contractor's commitment to an agreed deadline for performance of the agreement shall lapse if the client desires a change in the specifications of the order.
3. In the execution of the agreement by the contractor, the client is bound to do everything that is reasonably necessary or desirable to enable timely execution of the agreement by the contractor.
4. If the client fails to comply with the provisions of the preceding paragraph of this article and paragraph 3 of article 7, an agreed deadline for performance of the agreement shall no longer be binding and the client shall be in default without written notice of default being required by the
contractor. The contractor shall then be entitled, without prejudice to his rights under the law, to suspend performance of the agreement until the client has rectified this default. Thereafter, the contractor shall still perform the agreement within a reasonable period of time.
Article 9: Examination
1. The purchaser shall be obliged to examine with due diligence during or after the performance of the agreement whether the contractor is or has been properly complying with the agreement, and shall furthermore be obliged to notify the contractor forthwith in writing as soon as the contrary becomes apparent to him. The purchaser shall make the examination and notification referred to above within 14 days at the latest after
the performance of the agreement.
2. The contractor shall always be entitled to substitute a new sound performance for a previous defective performance, unless the default is not repairable.
3. The fulfilment of the agreement shall be deemed between the parties to be sound if the client has failed to make the examination or notification referred to in paragraph 1 of this article in time.
4. If the period of 14 days referred to in the first paragraph of this article must, according to standards of reasonableness and fairness, be considered unacceptably short even for a careful and alert principal, this period shall be extended until no later than the first moment when the investigation or notification of the contractor respectively is reasonably possible for the principal.
Article 10: Risk of content and modification of the agreement
The client bears the risk of misunderstandings with regard to the content and implementation of the agreement if these are caused by specifications or other communications that have not been received by the contractor orally or by a person designated by the client to that effect, or that have been transmitted by any technical means such as telephone, e-mail and similar transmission media.
Article 11: Intellectual Property
1. Unless expressly agreed otherwise in writing, the contractor shall at all times remain the owner of the intellectual property rights arising from the items produced, services rendered and work performed by him in the performance of the agreement.
2. After the performance of the agreement by the contractor, the client acquires the non-exclusive, non-transferable right to use the items manufactured, services rendered and work performed by the contractor under the agreement, under the suspensive condition that
the client has fully fulfilled his financial obligations under the
agreement. This right of use is
limited to the right of normal use of the delivered items in the context of the exploitation of the client's business.
Article 12: Liability
1. Shortcomings of the contractor in the performance of the agreement cannot be attributed to him if they are not due to his fault, nor are they for his account by virtue of the law, the agreement or generally accepted practice. The contractor is furthermore not liable for damage in the form of trading loss, consequential damage,
loss of turnover, loss of profit, missed savings, reduced goodwill in the business or profession of the client and/or other indirect damage, damage resulting from or in connection with cybercrime (computer crime) committed against the contractor or of which the contractor is a victim.
2. To the extent that the contractor is liable for damages of the client resulting from an attributable
failure of the contractor in the performance of the
agreement, the contractor's liability shall be limited to the amount of the agreed price/honorarium.
3. If and insofar as the contractor is insured for damages of the client for which it is liable, in that case such liability shall be limited to the amount of the payment of the professional liability insurance taken out by the contractor.
4. The client shall indemnify the contractor against all
third party claims.
Dienstencentrum BV - Office address: Boeingavenue 207, 1119 PD SCHIPHOL-RIJK
KvK Amsterdam 34294254 - ABN-AMRO 62.66.93.098 - T(020) 543 56 88, F(020) 543 55 64
E-mail info@dienstencentrum.com - Internet www.dienstencentrum.com
Article 13: Processing of Personal Data
1.If the Supplier processes or causes to be processed personal data (as referred to in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "AVG")), the Supplier shall comply with the applicable laws and regulations, including but not limited to the AVG, with respect to the processing of such data. The contractor shall in that case be considered a processor as referred to in the AVG and as such shall comply with its obligations under the AVG. In that case a processor's agreement
within the meaning of the AVG will be concluded between the contractor and the principal, in which the agreements
between the parties will be recorded.
The client shall be obliged to comply with the applicable laws and regulations, including but not limited to the AVG, with respect to the processing of the personal data referred to in paragraph 1 of this article. In that case, the client shall be deemed to be a controller and/or processor as referred to in the AVG. The client is fully responsible and liable for the fulfillment of its obligations arising from the aforementioned laws and regulations, including but not limited to the AVG, in its
capacity as data controller and/or
processor.
3.In the event of processing of the personal data referred to in paragraph 1 of this article, the client guarantees that the processing of personal data is not unlawful and does not infringe the rights of those concerned. The principal shall indemnify the contractor against any claims by data subjects or third parties as a result of the principal's failure to
comply with applicable laws and
regulations, including but not limited to the AVG. The
contractor shall only be liable for the damage caused by the processing of the personal data carried out by it, if the processing did not comply with the obligations of the AVG specifically addressed to the contractor as processor or acted outside or contrary to the lawful instructions of the client.
Article 14: Confidentiality
The Contractor undertakes to maintain confidentiality with respect to the data and information provided by or on behalf of the Client. The contractor shall not communicate or provide the client's data and information to third parties without the client's written consent.
Article 15: Complaints procedure
If the client has a complaint about the performance of the contract, he may verbally address this complaint to the employee/member of the contractor who is performing or has performed the contract. Should, in the opinion of the client, the complaint not be satisfactorily
resolved, the client may address his complaint
in writing to the director of the contractor. The latter will consider the complaint and inform the client in writing of the outcome.
Article 16: Disputes and Applicable Law
1. The agreement between the contractor and the client is governed by Dutch law.
2. All disputes that may arise in connection with the agreement between the client and the contractor will be settled exclusively by the District Court in Amsterdam, the Netherlands.