General Terms and Conditions Bureau-via BV

Article 1. General

These terms and conditions apply to every offer, quotation and agreement between Bureau-Via BV, hereinafter referred to as: “User”, and a Client to which User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
These terms and conditions also apply to agreements with User, for the execution of which User must involve third parties.
These general terms and conditions are also written for the employees of the User and its management.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions in these general terms and conditions shall remain fully applicable. User and the Client shall then enter into consultation in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the original provisions shall be taken into account as much as possible.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.
If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If User does not always insist on strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would in any way lose the right to demand 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 is stated in the quotation. If no term for acceptance is stated, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
The User cannot be held to his quotations or offers if the Client could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or mistake.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred under 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. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
A composite quotation does not oblige User to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration; implementation periods, transfer of risk, implementation and amendment of agreement; price increase

The agreement between User and Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a term has been agreed or specified for the execution of certain activities or for the delivery of certain items, this is never a fatal term. If a term is exceeded, the Client must therefore give the User written notice of default. The 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 science known at that time.
User has the right to have certain work performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
If the User or third parties engaged by the User carry out work on the Client's premises or a location designated by the Client in connection with the assignment, the Client shall provide the facilities reasonably required by those employees free of charge.
Delivery takes place ex User's premises. The Client is obliged to accept the goods at the time they are made available to him. If the Client refuses to accept or is negligent in providing information or instructions necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the time the goods are made available to the Client.
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, the User may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client shall ensure that all data that the User indicates is necessary or that the Client reasonably should understand is necessary for the performance of the agreement, are provided to the User in a timely manner. If the data required for the performance of the agreement are not provided to the User in a timely manner, the User shall have the right to suspend the performance of the agreement and/or charge the additional costs resulting from the delay to the Client at the then customary rates. The performance period shall not commence until the Client has made the data available to the User. The User shall not be liable for damage of any nature whatsoever resulting from the User having assumed incorrect and/or incomplete data provided by the Client.
If during the execution of the agreement it appears that it is necessary to change or supplement it for a proper execution thereof, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. The User will provide a price quote for this in advance as much as possible. Furthermore, the originally stated term of execution may be changed by a change to the agreement. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is amended, including a supplement, then the User is entitled to first implement it after approval has been given by the authorized person within the User and the Client has agreed to the price and other conditions stated for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement or failure to implement it immediately does not constitute a breach of contract by the User and is no reason for the Client to terminate or cancel the agreement.
Without being in default, the User may 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 the goods to be delivered in that context.
If the Client fails to properly fulfil its obligations towards the User, the Client shall be liable for all damage suffered by the User as a result, either directly or indirectly.
If User agrees a fixed fee or fixed price with Client, User is nevertheless entitled at all times to increase this fee or price without Client being entitled to terminate the agreement for that reason, if the increase in price results 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 when entering into the agreement.
If the price increase is more than 10% and occurs within three months of the conclusion of the agreement, other than as a result of a change to the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by means of a written statement, unless the User:

is still prepared to execute the agreement on the basis of what was originally agreed;
if the price increase results from a power or an obligation resting on the User under the law;
if it has been agreed that delivery will take place more than three months after the conclusion of the agreement;
or, in the case of delivery of an item, if it has been agreed that delivery will take place more than three months after the purchase.

Article 4. Suspension, termination and interim cancellation of the agreement

The User is authorized to suspend the fulfillment of the obligations or to terminate the agreement if the Client does not fulfill the obligations under the agreement, does not fulfill them in full or does not fulfill them on time, circumstances that have come to the attention of the User after the conclusion of the agreement give good reason to fear that the Client will not fulfill the obligations, if the Client was requested to provide security for the fulfillment of his obligations under the agreement when concluding 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 perform the agreement under the originally agreed conditions.
Furthermore, the User is entitled to terminate the agreement if circumstances arise which are of such a nature that compliance with the agreement is impossible or if other circumstances arise which are of such a nature that the User cannot reasonably be expected to maintain the agreement unchanged.
If the agreement is terminated, User's claims against Client shall be immediately due and payable. If User suspends compliance with the obligations, he shall retain his claims under the law and the agreement.
If the User decides to suspend or terminate the Agreement, he shall in no way be obliged to pay compensation for any damage or costs incurred in any way whatsoever.
If the termination is attributable to the Client, the User is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.
If the Client fails to fulfil its obligations under the agreement and this failure justifies termination, the User shall be entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client shall be obliged to pay damages or compensation on the grounds of breach of contract.
If the agreement is terminated prematurely by User, User will, in consultation with the Client, ensure that any work still to be performed is transferred to third parties. This unless the termination 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 aforementioned period, unless User indicates otherwise.
In the event of liquidation, (application for) suspension of payment or bankruptcy, seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the claims of the User on the Client are immediately due and payable.
If the Client cancels an order in whole or in part, the work that was carried out and the items ordered or prepared for that purpose, plus any associated transport and delivery costs and the working hours reserved for the execution of the agreement, will be charged to the Client in full.

Article 5. Force Majeure

The User is not obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he is not responsible under the law, a legal act or generally accepted views.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which User has no influence, but which prevent User from fulfilling its obligations. This includes 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.
User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party is entitled to terminate the agreement, without obligation to compensate the other party for damages.
If, at the time of the occurrence of force majeure, User has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, User is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

Payment must always be made within 14 days after the invoice date, in a manner to be specified by the User in the currency in which the invoice was issued, unless otherwise indicated in writing by the User. The User is entitled to invoice periodically.
If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
User has the right to apply payments made by Client first to reduce costs, then to reduce accrued interest and finally to reduce the principal and current interest. User may, without being in default, refuse an offer of payment if Client specifies a different order for the allocation of the payment. User may refuse full repayment of the principal if the accrued and current interest and collection costs are not also paid.
The Client is never entitled to offset 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 and including 247 book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
If the Client is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs shall be calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any legal and enforcement costs incurred shall also be recovered from the Client. The Client shall also owe interest on the collection costs owed.

Article 7. Retention of title

The goods delivered by the User under the agreement remain the property of the User until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the User.
The goods delivered by the User, which are subject to the retention of title pursuant to section 1, may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or otherwise encumber the goods subject to the retention of title.
The Client shall at all times do everything that may reasonably be expected of him to safeguard the ownership rights of the User. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Client shall be obliged to inform the User thereof immediately. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the User upon first request. In the event of any payment under the insurance, the User shall be entitled to these monies. To the extent necessary, the Client undertakes in advance to cooperate with the User in everything that may (appear to) be necessary or desirable in that context.
In the event that User wishes to exercise its property rights as indicated in this article, Client hereby grants unconditional and irrevocable permission in advance to User and third parties designated by User to enter all places where User's property is located and to take it back.

Article 8. Guarantees, investigation and complaints, limitation period

The items to be delivered by the User shall meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. In the event of use outside the Netherlands, the Client must verify for itself whether the use thereof is suitable for use there and meets the conditions set for it. In that case, the User may set other guarantee and other conditions with regard to the items to be delivered or work to be carried out.
The guarantee referred to in paragraph 1 of this article applies for a period of 3 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item, unless stated otherwise.
Any form of guarantee shall lapse if a defect has arisen as a result of or results from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without the written permission of the User, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed. The Client is also not entitled to claim under the guarantee if the defect has arisen as a result of or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.
The Client is obliged to examine the delivered goods (or have them examined) immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client must examine whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the User in writing within seven days of delivery. Any invisible defects must be reported to the 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 examine a complaint (or have it examined).
If the Client complains in a timely manner, this does not suspend his payment obligation. In that case, the Client remains obliged to accept and pay for the other items ordered and for what he has instructed the User to do.
If a defect is reported at a later time, the Client will no longer be entitled to repair, replacement or compensation.
If it is established that an item is defective and a complaint has been made in a timely manner, User will replace the defective item within a reasonable period after receipt of the return or, if return is not reasonably possible, written notification of the defect by the Client, at User's discretion, or ensure that it is repaired or pay compensation for it to the Client. In the event of replacement, the Client is obliged to return the replaced item to User and to transfer ownership thereof to User, unless User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User, will be borne in full by the Client.
After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
Notwithstanding 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 9. Liability

If User is liable, then this liability is limited to what is stated in this provision.
User is not liable for damage of any nature whatsoever arising from User's reliance on incorrect and/or incomplete information provided by or on behalf of the Client.
If User is 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 User's liability is in any case always limited to the amount paid out by his insurer in the event.
User is solely liable for direct damage.
Direct damage is understood to mean exclusively 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 defective performance of User comply with the agreement, insofar as these can be attributed to 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 stagnation.
The limitations of liability contained in this article shall not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

Article 10. Indemnity

The Client indemnifies User against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than User. If User is approached by third parties on this basis, the Client is obliged to assist User both out of court and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, the User is entitled, without notice of default, to take such measures himself. All costs and damage incurred by User and third parties as a result thereof shall be entirely for the account and risk of the Client.

Article 11. Intellectual property

User reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge acquired by him through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the attention of third parties.

Article 12. Applicable law and disputes

All legal relationships in which User is a party are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The court in the place of establishment of User has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, User has the right to submit the dispute to the court that has jurisdiction according to the law.
The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.