Terms and Conditions
Article 1: Applicability
1.1 These terms and conditions apply to all offers made by Van Uffelen, Design & Consultancy, to all agreements that he/she concludes and to all agreements that may result from this.
1.2 Van Uffelen, Design & Consultancy is referred to as the contractor. The other party is referred to as the client.
Article 2: Offers
2.1 All offers are without obligation.
2.2 If his offer is not accepted, the contractor has the right to charge all costs that he has incurred in making his offer to the client.
Article 3: Intellectual property rights
3.1 Unless otherwise agreed, the contractor retains the copyrights and all industrial property rights in the offers made by it, its designs, drawings, sketches and all other images of its design, models, (trial) models, calculations, software, etc.
3.2 The rights to the data referred to in Article 3.1 remain the property of the contractor, regardless of whether costs have been charged to the client for its production. This information may not be copied, used or shown to third parties without the express written permission of the contractor.
3.3 For each violation of article 3.2, the client owes the contractor an immediately due and payable penalty of € 25,000. This fine can be claimed in addition to compensation under the law.
Article 4: Implementation period
4.1 The execution period is determined by the contractor approximately.
4.2 When determining the execution period, the contractor assumes that he can perform the assignment under the circumstances known to him at that time.
4.3 The execution period commences when agreement has been reached on all technical and commercial details, all necessary data are in the possession of the contractor, the agreed payment (or installment) has been received and the necessary conditions for the execution of the assignment have been met.
4.4 If there are circumstances other than those known to the contractor when it established the performance period, the contractor may extend the performance period by the time necessary to perform the assignment under these circumstances. If the activities cannot be fitted into the contractor's schedule, they will be performed as soon as his schedule allows.
4.5 Exceeding the agreed implementation period in no way entitles you to compensation, unless this has been agreed in writing.
Article 5: Reward
5.1 The amount of the remuneration due to the contractor for his work will be determined by the parties in writing prior to the conclusion of the assignment. The remuneration is calculated in one of the ways as stated in Article 5.2 and Article 5.3, another standard to be agreed between the parties, or a combination thereof.
5.2 If the parties agree on the calculation of the remuneration on the basis of time spent, the remuneration will be calculated by multiplying the rate per time unit agreed between the parties by the amount of time units that the contractor spends on the execution of the assignment.
5.3 If the parties agree on a fixed amount as a reward, this amount will be agreed in writing when the assignment is concluded. The fixed amount is deemed to serve exclusively as a reward for the activities accurately stated in the assignment in terms of scope and duration.
5.4 The Client owes a separate remuneration for changes that the Contractor must carry out.
5.5 If the changes referred to in Article 5.4 are the result of an attributable shortcoming on the part of the Contractor, the Client shall, in deviation from Article 5.4, only owe a separate fee insofar as these costs are based on activities that are also incurred in the correct fulfillment of the assignment. would have been necessary.
5.6 If the assignment is adjusted on the basis of Article 7, the remuneration will be reviewed in consultation.
Article 6: Impracticability of the assignment
6.1 The Contractor has the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations due to circumstances that were not foreseeable when the agreement was concluded and which are beyond its control.
6.2 Circumstances that were not foreseen by the contractor and which are beyond its control include the circumstance that suppliers and/or subcontractors of the contractor do not fulfill their obligations or do not fulfill them on time, the weather, earthquakes, fire, loss or theft of tools, loss of materials, roadblocks, strikes or work stoppages and import or trade restrictions.
6.3 The Contractor is no longer authorized to suspend if the temporary impossibility of fulfillment has lasted more than six months. The agreement can only be dissolved after this period has expired and only for that part of the obligations that has not yet been fulfilled. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
Article 7: Adjustments to the assignment
7.1 The parties will consult with each other about an adjustment of the assignment if:
– changes occur in the principles or other circumstances that formed the basis of the assignment and/or;
– the proper fulfillment of the assignment requires additional work.
7.2 There is in any case reason to adjust the assignment if:
– there are relevant changes to (government) regulations or decrees;
– there are relevant changes in the schedule of requirements or the original assignment;
– the client requires changes or variants of activities that have already been approved or are part of a phase that has already been approved;
– additional work proves necessary during the performance of the assignment.
Article 8: Execution of the assignment
8.1 The Contractor will make every effort to carry out the assignment carefully and to represent the interests of the Client to the best of its knowledge.
8.2 The contractor will keep the client's information provided to him confidential insofar as these are known to the contractor as confidential or insofar as the contractor knows or should reasonably know that this information is confidential.
8.3 The contractor will keep the client informed of the execution of the assignment. If so requested, and to the best of its ability, the Contractor shall provide all information in a timely manner, including information regarding the progress of the execution of the assignment, changes to (government) regulations or orders, and changes regarding the financial aspects of the assignment.
8.4 The assignment is fulfilled in accordance with the agreed time schedule. Unless expressly agreed otherwise by the parties, the terms in the agreed time schedule are not strict deadlines.
8.5 The Contractor will only start with the next phase after the Client has given its permission to do so. This permission is deemed to include the approval of the preceding phases, except insofar as the client has expressly withheld its approval for parts of the work.
8.6 The contractor is obliged to warn the client if information and/or data provided by or on behalf of the client or decisions taken by or on behalf of the client clearly contain such errors or defects that the contractor would act contrary to the requirements of reasonableness and fairness. he would build on it without warning in the fulfillment of the assignment.
8.7 The Client cannot derive any rights from advice and information that it receives from the Contractor if these are not directly related to the actual assignment.
8.8 The Contractor is authorized to have work performed under its supervision by others and to leave the management of parts to others, without prejudice to its responsibility for the proper fulfillment of the assignment.
8.9 Unless expressly agreed otherwise in writing, the aesthetic value will not be taken into account when assessing the correct fulfillment of the assignment. This does not affect the fact that reasonable requirements must be met in this regard.
Article 9: Obligations of the client
9.1 The client will behave towards the contractor as a good and careful client. He is obliged to keep all data of the contractor confidential, insofar as these data are known to the client as confidential or insofar as the client knows or should reasonably know that these data are confidential.
9.2 The Client is responsible for both the timely provision and the correctness of the information, data and decisions provided by or on behalf of it to the Contractor, which are necessary to properly fulfill the assignment. He indemnifies the contractor against claims by third parties with regard to this information, data and decisions.
9.3 The documents that the contractor produces in the performance of the assignment will be assessed by the client in a timely manner and after approval, if desired, certify them.
9.4 The client is obliged to warn the contractor within a reasonable time if he has noticed a shortcoming on the part of the contractor in the advice.
9.5 The Client will pay the amounts owed by it to the Contractor at the latest at the times agreed for this in the payment schedule or indicated in the Contractor's invoices.
Article 10: Liability
10.1 The contractor is only liable for damage suffered by the client if that damage is the direct and exclusive result of a shortcoming attributable to the contractor.
10.2 In these terms and conditions, an attributable shortcoming is understood to mean: a shortcoming that a good and diligent advisor, who has the required professional knowledge and resources, could and should have avoided under the relevant circumstances and with due observance of normal vigilance.
10.3 Not eligible for reimbursement:
a. loss of profits including, for example, stagnation damage, loss of production, loss of turnover and/or profit, decrease in value of products and amounts that would have been included in the implementation costs if the assignment had been carried out properly from the start. If desired, the Client must insure itself against this damage;
b. damage caused by intent or willful recklessness on the part of auxiliary persons or non-executive subordinates of the contractor.
10.4 The Contractor is authorized, in consultation with the Client, to repair shortcomings for which it is liable or to limit or eliminate the damage resulting from those shortcomings at its own expense.
10.5 If the contractor uses another person in the performance of the assignment, the contractor is fully liable for shortcomings of this person in the same way as for his own shortcomings, unless this person has been prescribed by the client.
10.6 If a prescribed person as referred to in article 10.5 does not perform, does not perform in time or does not perform properly and the contractor has taken reasonable steps to obtain compliance and/or compensation, the client will reimburse the additional costs and expenses incurred to the contractor, insofar as these costs have not been reimbursed by this person. At the first request of the client, the contractor will assign his claim against this person to the client up to the amount that the client has reimbursed to the contractor.
10.7 The contractor is only liable for compensation for damage other than those referred to in this article if and insofar as the shortcoming is due to intent or gross negligence on the part of the contractor.
10.8 Without prejudice to the provisions of the previous paragraphs, in the case of assignments relating to the execution of an object, the contractor is only liable for damage that is not covered by the usual CAR insurance, assembly insurance or other equivalent insurance(s). The Client must ensure that such insurance has been taken out.
10.9 If and insofar as the client has insured any risk associated with the assignment, he is obliged to claim any damage under that insurance and to indemnify the contractor against claims for recovery from the insurer.
Article 11: Extent of the compensation
11.1 The damage to be compensated by the contractor is limited per order to an amount equal to the remuneration due to the contractor for the performance of the agreed performance, with a maximum of € 10,000.
11.2 Contrary to Article 11.1, the damage to be compensated amounts to a maximum of € 2500 for assignments where the client is a consumer and the contract sum per assignment is less than € 2500.
Article 12: Term of Liability and Expiration Periods
12.1 Any liability of the contractor expires after five years from the day on which the assignment is terminated by completion or cancellation.
12.2 The legal claim on account of an attributable shortcoming is not admissible if the client has not with due speed after discovering the shortcoming or should have discovered the shortcoming, has given the contractor written notice of default, stating reasons.
12.3 The right of action on account of an attributable shortcoming lapses two years after the written and reasoned notice of default.
12.4 The legal claim on account of an attributable shortcoming is not admissible if it is instituted later than five years from the day on which the assignment was terminated by completion or cancellation.
12.5 For the purposes of Articles 12.1 and 12.4, the day on which the assignment has ended is the day on which the contractor has sent the client a written notification that the assignment has ended. In addition, the invoice for the last payment term with regard to the order is regarded as such notification.
Article 13: Payment
13.1 Payment is made at the Contractor's place of business or into an account designated by the Contractor.
13.2 Irrespective of the agreed payment conditions, the client is obliged to provide sufficient security for payment at the contractor's request. If the client does not comply with this within the stipulated period, he will immediately be in default. In that case, the contractor has the right to dissolve the agreement and to recover his damage from the client.
13.3 The client's right to set off its claims against the contractor is excluded, unless the contractor is declared bankrupt.
13.4 The full claim for payment is immediately due and payable if:
a. a payment term has been exceeded;
b. the client has gone bankrupt or has applied for a moratorium;
c. attachment is levied on goods or claims of the client;
d. the client (legal person) is dissolved or liquidated;
e. the client (natural person) makes a request to be admitted to the judicial debt rescheduling, is placed under guardianship or dies.
13.5 If payment has not been made within the agreed payment term, the client will immediately owe interest to the contractor. The interest is at least 12% per year, but is equal to the statutory interest if it is higher. In the interest calculation, part of the month is regarded as a full month.
13.6 If payment has not been made within the agreed payment term, the client owes the contractor all extrajudicial costs with a minimum of €75.
The costs are calculated based on the following table:
On the first € 3,000,= 15%
on the excess up to € 6,000 10%
on the excess up to € 15,000 8%
on the excess up to € 60,000,= 5%
on the excess from € 60,000,= 3%
If the actually incurred extrajudicial costs are higher than follows from the above calculation, the actually incurred costs are due.
13.7 If the contractor is found in the right in legal proceedings, all costs incurred in connection with these proceedings will be for the account of the client.
Article 14: Applicable law and competent court
14.1 Dutch law applies.
14.2 The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation from which exclusion is permitted.
14.3 Only the Dutch civil court that has jurisdiction in the contractor's place of business takes cognizance of disputes, unless this is contrary to mandatory law. The Contractor may deviate from this jurisdiction rule and apply the statutory rules of jurisdiction.