TERMS AND CONDITIONS
Article 1: Applicability
1.1 These conditions apply to all offers that RVRS3D, Chamber of Commerce number 74386360, Frederik van Eedenplaats 93, 2902 VB Capelle aan den IJssel makes, to all agreements that he / she concludes and to all agreements that may result from this.
1.2 RVRS3D. 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 the offer is not accepted, the contractor has the right to charge the client for all costs it has incurred to make its offer.
Article 3: Intellectual Property Rights
3.1 Unless otherwise agreed, the contractor retains the copyrights and all industrial property rights to the offers made by him, his designs, drawings, sketches and all other images of his design, models, (test) 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 their production. This data may not be copied, used or shown to third parties without the express written permission of the contractor.
3.3 Contrary to what is stated in article 3.2, the client acquires ownership of the files delivered in the context of the assignment.
3.4 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 approximately delivery period is determined by the contractor.
4.2 When determining the delivery period, the contractor assumes that he can perform the assignment under the circumstances that are known to him at that time.
4.3 The delivery period starts when agreement has been reached on all technical and commercial details, all necessary data are in the possession of the contractor, the agreed (installment) payment has been received and the necessary conditions for the execution of the assignment are met.
4.4 If there are circumstances other than those known to the contractor when he established the delivery period, the contractor may extend the delivery period by the time required to perform the assignment under these circumstances. If the work cannot be fitted into the contractor’s schedule, they will be carried out as soon as his schedule permits.
4.5 Exceeding the agreed delivery period does not in any case entitle you to compensation, unless this has been agreed in writing.
Article 5: Payment
5.1 The payment amount that the contractor receives for his work will be determined by the parties in writing prior to the conclusion of the order. The payment is calculated in one of the ways 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 payment on the basis of time spent, the payment is calculated by multiplying the rate agreed between the parties per unit of time 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 upon in writing at the conclusion of the assignment. The fixed amount is deemed to serve exclusively as a reward for the work specified in terms of scope and duration precisely in the assignment.
5.4 The client must pay a separate reward for changes that the contractor must implement.
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, in deviation from article 5.4, will only owe a separate reimbursement to the extent that these costs are based on work, which also involves correct fulfillment of the assignment. would have been necessary.
5.6 If the assignment is amended on the basis of Article 7, the payment will be reviewed in consultation.
Article 6: Improperity of the assignment
6.1 The contractor has the right to suspend the fulfillment of his obligations if, due to circumstances that were not expected at the conclusion of the agreement and that are outside his influence, he is temporarily prevented from fulfilling his obligations.
6.2 Circumstances that could not be expected by the contractor and that are outside its influence include the circumstance that suppliers and / or subcontractors of the contractor do not or not timely fulfill their obligations, weather, earthquakes, fire, loss or theft of tools, the loss of materials, road blocks, strikes or work interruptions and import or trade restrictions.
6.3 The contractor is no longer authorized to suspend if the temporary impossibility to comply has lasted more than six months. The agreement can only be terminated after this period has expired and only for that part of the obligations that have 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 extra work.
7.2 There is in any case reason to adjust the assignment if:
relevant changes to (government) regulations or decisions occur;
relevant changes occur in the program of requirements or the original assignment;
the client requires changes or variants of work that has already been approved, or forms part of a phase that has already been approved;
extra work appears to be necessary during the fulfillment of the assignment.
Article 8: Execution of the assignment
8.1 The contractor will make every effort to execute the assignment carefully and to represent the interests of the client to the best of its knowledge.
8.2 The contractor will keep the information provided by the client confidential to the extent that they 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. Upon request and to the best of its ability, the Contractor will provide all information in a timely manner, including information regarding the progress of the execution of the assignment, changes to (government) regulations or decisions, and changes regarding the financial aspects of the assignment.
8.4 The assignment is fulfilled in accordance with the agreed timetable. Unless explicitly agreed otherwise by the parties, the periods in the agreed timetable are not strict deadlines.
8.5 The contractor will only start the next phase after the client has given his permission. This permission is deemed to include the approval of the preceding phases, except insofar as the client has explicitly withheld his approval of 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 apparently contain errors or defects such that the contractor would act contrary to the requirements of reasonableness and fairness if he acted without warning during the fulfillment of the assignment would build on this.
8.7 The client cannot derive any rights from advice and information he receives from the contractor if they do not relate directly to the actual assignment.
8.8 The contractor is authorized to have work carried out by others under his management and to leave the management to others with regard to parts, without prejudice to his responsibility for the proper performance of the assignment.
8.9 Unless explicitly agreed otherwise in writing, the aesthetic value is not taken into account in the assessment of 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 Client will behave towards contractor as a good and careful client. He is obliged to keep all data of the contractor confidential, insofar as this data is known to the client as confidential or insofar as the client knows or should reasonably know that this data is confidential.
9.2 The client is responsible for both the timely provision and the accuracy of the information, data and decisions provided by him or on his behalf to the contractor, which are necessary to properly fulfill the assignment. He indemnifies the contractor against claims from third parties with regard to this information, data and decisions.
9.3 The documents that the contractor produces during the fulfillment of the assignment shall be assessed by the client in a timely manner and, if required, certified by the client.
9.4 The client is obliged to warn the contractor within due time if he has noticed a shortcoming of the contractor in the recommendations.
9.5 The Client shall pay the amounts due to the Contractor by no later than the times agreed in the payment schedule or in the invoices of the Contractor.
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 carefully acting advisor, who has the required expertise and resources, could and should have avoided under the circumstances concerned and with due observance of normal vigilance.
10.3 The following are not eligible for reimbursement:
business damage including, for example, stagnation damage, loss of production, loss of revenue and / or profit, depreciation of products and amounts that would have been included in the implementation costs if the order had been properly executed from the outset. Client must insure itself against this damage if desired;
- damage caused by intent or deliberate recklessness of auxiliaries or non-managerial subordinates of the contractor.
10.4 The contractor is authorized, in good consultation with the client, to repair shortcomings for which he is liable or to limit or eliminate the damage resulting from these shortcomings for his own account.
10.5 If the contractor makes use of another person in the performance of the assignment, the contractor is fully liable for the shortcomings of this person in the same way as for his own shortcomings, unless this person is prescribed by the client.
10.6 If a prescribed person as referred to in Article 10.5 does not perform, does not perform on time or does not perform properly, and the contractor has reasonably done what is necessary to obtain compliance and / or compensation, the client shall reimburse the extra (in) costs incurred to the contractor, insofar as these costs are not reimbursed by this person. The Contractor shall assign the Client’s claim against this person to the Client at the Client’s first request up to the amount that the Client has reimbursed the Contractor.
10.7 For compensation for damage other than those referred to in this article, the contractor is only liable 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, for assignments that relate to the execution of an object, the contractor is only liable for damage that is not covered by a normal CAR insurance, assembly insurance or other equivalent insurance policy (s). Client must ensure that such insurance is 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 from the insurer.
Article 11: Extent of the compensation
11.1 The damage to be compensated by the contractor is limited per assignment to an amount equal to the payment that the contractor receives for the performance of the agreed performance, with a maximum of € 1,000,000.
11.2 Contrary to Article 11.1, the damage to be compensated amounts to a maximum of € 75,000 for assignments where the client is a consumer and the contract sum per assignment is less than € 75,000.
Article 12: Liability period and expiry periods
12.1 Any liability on the part of the contractor expires after five years from the day on which the assignment was terminated by completion or cancellation.
12.2 The legal claim on account of a culpable shortcoming is not admissible if the client did not act with due speed after he has discovered or should have reasonably discovered the shortcoming, has given the contractor written notice of default and reasons.
12.3 The right to claim on account of a culpable shortcoming expires after two years after the written and reasoned notice of default.
12.4 The legal claim based on an attributable shortcoming is inadmissible 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 is terminated is deemed to be the day on which the contractor has sent the client written notice that the assignment has been terminated. In addition, the invoice for the last payment term in respect of the order will be regarded as such a statement.
Article 13: Payment
13.1 Payment is made at the place of establishment of the contractor or into an account designated by the contractor.
13.2 Irrespective of the agreed payment conditions, the client is obliged to provide a payment guarantee that is sufficient in the opinion of the contractor. If the client does not comply with this within the specified period, he will immediately be in default. In that case, the contractor has the right to terminate the agreement and to recover its damage from the client.
13.3 The right of the client to settle his claims against the contractor is excluded, unless the contractor has been declared bankrupt.
13.4 The full claim for payment is immediately due and payable if:
- a payment term has been exceeded;
- client has gone bankrupt or requests suspension of payment;
- seizure of goods or claims of the client is made;
- client (legal person) is dissolved or liquidated;
- the client (natural person) makes a request to be admitted to the judicial debt restructuring, 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. For the interest calculation, a part of the month is seen 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:
Over 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 extrajudicial costs actually incurred are higher than follows from the above calculation, the actual costs incurred will be due.
13.7 If the contractor is found to be in the right in legal proceedings, all costs that he has incurred in connection with these proceedings will be borne by the client.
Article 14: Applicable law and competent court
14.1 Dutch law applies.
14.2 The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation from which exclusion is permitted.
14.3 Only the Dutch civil court that has jurisdiction at the place of business of the contractor will take cognizance of disputes, unless this is contrary to mandatory law. The contractor may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.