General Terms and Conditions for delivery of Van Santen Netwerk B.V., a private limited liability company under the laws of the Netherlands having its legal seat at Nieuwemeerdijk 15 in (1171 AFTER) Badhoevedorp, registered at the Chamber of Commerce under number 34239839 ("General Terms and Conditions for delivery").
1.1 These General Terms and Conditions for delivery are applicable to all legal relations between Van Santen Netwerk B.V. ("we" or "our"), and you as our counterparty ("you" or "your"), all of our offers, your orders, and order confirmations therein included.
2 CONCLUSION AGREEMENT
2.1 Our offers are non-binding. If you wish to accept an offer, then we shall thereto compose an order confirmation. This order confirmation forms together with the General Terms and Conditions for delivery the complete agreement between you and us ("Agreement").
2.2 The Agreement between you and us is concluded by your signing of the order confirmation, or by your execution thereof.
2.3 The Agreement forms the complete agreement between you and us and comes in the place of all earlier agreements or other communication regarding the subject of this Agreement. The general terms and conditions of you are not applicable to the Agreement and any later reference will have no effect. The Agreement can only be changed by a written document that has been legally signed by you and us.
2.4 In case of contradiction between the order confirmation and the General Terms and Conditions for delivery, the stipulations in the order confirmation shall prevail.
3 EXECUTION OF THE ORDER
3.1 With regard to the activities an obligation to make an effort rests on us. We shall execute the Agreement to the best of our insights and abilities and in accordance with the requirements of good expertise.
3.2 If in the order confirmation (an) employee(s) is/are mentioned specifically, then we shall make an effort to achieve that the concerned employee(s) during the entire tenor of the Agreement remain(s) available for the execution of the activities. Nevertheless we reserve the right to replace such employee(s).
3.3 If and insofar a good execution of the Agreement requires so, we have the right to let certain activities be executed by third parties. In that case the General Terms and Conditions for delivery of that concerned third party shall apply to the concerned part of the Agreement.
3.4 If it has been agreed that the Agreement will be executed in phases, then we can suspend the execution of parts from a following phase till you have approved the results of the previous phase in writing.
3.5 If a change or addition to the Agreement has financial and/or qualitative consequences, then we shall inform you about it in advance, if a fixed price has been agreed, then we shall thereby state whether the change or addition to the Agreement leads to an exceeding or the price.
4 COOPERATION BY THE PRINCIPAL
4.1 You will ensure that all data, of which we indicate that these are necessary or of which you reasonably should understand that these are necessary for the timely and correct execution of the agreement, will be provided timely to us. If the data required for the execution of the agreement have not timely been provided to us, then we have the right to suspend the execution of the agreement and/or to bring the extra costs deriving from the delay into account in accordance with the customary rates to you.
4.2 Unless it derives from the nature of the Agreement differently, you will be responsible for the correctness, completeness and reliability of the information, data and documents that are made available to us, even when they originate from third parties.
5 DELIVERY TERM
5.1 The terms within which the activities must be completed are not to be regarded as fatal terms. In case of exceeding of the term of execution you therefore have to declare us in default in writing.
6.1 All prices are stated in the offer and/or order confirmation and are exclusive of VAT.
6.2 We are to adapt the earlier agreed rate accordingly, if after the conclusion of the Agreement price determining factors have changed.
7.1 You must pay without set-off, withholding or suspension within 30 days after the date of the invoice. Objections against the height of the amount of the invoice do not suspend your payment obligation.
7.2 In case of exceeding of the term mentioned under 7.1, you are in default by law. All collection costs are for your account. The out-of-court costs are set at 15% of the principal amount and interest.
8 INTELLECTUAL PROPERTY
8.1 We reserve all rights of intellectual property that derive from the execution of the Agreement, and with regard to which we have the copyrights or other rights of intellectual property or can claim these ("IE Rights"). We solely grant you the non-transferable, non-exclusive right to use the IE Rights, as further described in the order confirmation.
8.2 In accordance with article 8.1, all documents provided by us, solely destined to be used by you and may not without our prior permission be reproduced, published or brought to the knowledge of third parties.
8.3 You are familiar with the fact that the documents as referred to in article 8.2 are to be regarded as our confidential information, as referred to in article 10 of the General Terms and Conditions for delivery.
8.4 In accordance with article 8.1, we are in no manner whatsoever limited in the development, for ourselves and others of materials and/or other results of the services in tangible or non-tangible form, that are competing or comparable with the services that are delivered to you under the Agreement. Furthermore we have the liberty to use the general knowledge, expertise and experience and all ideas, concepts. Knowhow and techniques that are gathered, developed or used during the execution of the services under the Agreement for other customers.
8.5 If you and we have explicitly agreed that to you IE Rights will be transferred, then we will retain the right to use the result of the Agreement for (non) commercial (internal) use and self-promotion.
8.6 It is not permitted for you to remove or change any indication regarding copyrights, brands, trade names or other rights of intellectual or industrial property, including indications concerning the confidential character and confidentiality.
9.1 Both you and we can at all times cancel the agreement by registered mail observing a reasonable notification period of at least 26 weeks.
9.2 In case of an in-between cancellation by you we have in addition to compensation for made costs a right to a part of the wages to be determined in reasonableness, in accordance with already executed activities.
9.3 The Agreement may be terminated with immediate effect by us if you are not able to pay your debts, or if a curator, supervisor or settler has been appointed, you make an arrangement of debts or are ceasing your activities for any other reason.
10.1 Both you and we are obliged to confidentiality of all confidential information that has been obtained in the framework of the Agreement or from another source. Information is deemed to be confidential if this has been declared by the other party or if it derives from the nature of the information.
11 TERM FOR COMPLAINTS
11.1 Complaints about the executed activities must be reported to us by you within 7 days after discovery, but not later that within 14 days after completion of the concerned activities in writing.
12.1 Unless any damage has emerged as a consequence of wilful intent or conscious negligence by us or our managing personnel, then the following shall apply. For damage emerged as a consequence of any shortcoming or safeguard under this Agreement, violation of a warranty, illegal act or on another basis, we are solely liable to the maximum of the lowest of the following amounts:
a. the amount of the fees that has been received by us in the framework of the concerned Agreement from you.
b. in case of orders with a longer tenor: the fee that we have received from you over the last 6 months in the framework of the concerned Agreement; or,
c. the amount that is covered to the maximum by our insurance.
12.2 In accordance with the first sentence of article 12.1 and in deviation of any stipulation to the contrary in the General Terms and Conditions for delivery it shall apply that we in no manner whatsoever are liable for indirect, or consequential damage, including missed profits, missed savings, reduced goodwill, damage by enterprise stagnation, damage as a consequence of claims of customers of you, damaged related to the use of goods, material or programs of third parties prescribed by you to us and damage related to the inclusion of suppliers prescribed by you to us.
13.1 All of your claims towards us will in any case become void after two months after you were aware or reasonably could be aware of the facts on which you base your claim.
13.2 If because of any mandatory provision in the law no claim can be made on a stipulation in this Agreement, then that stipulation will have a similar meaning as much as possible, that a claim can be made thereon; the other stipulations of the Agreement will remain in force without restriction.
14 APPLICABLE LAW AND CHOICE OF COURT
14.1 The laws of the Netherlands govern the Agreement.
14.2 All disputes deriving from or related to the Agreement shall exclusively be submitted to the competent court of the District Court of Amsterdam, the Netherlands.