General delivery and payment terms Dutch Family & Business Office Chamber of Commerce number 74211002
Article 1 Definitions
In these general terms and conditions, the following terms shall have the following meanings:
a. Client: the natural or legal person who has instructed Dutch Family & Business Office, hereinafter referred to as DFBO (a trade name of Van de Meeberg Meijer & Bergman BV) to carry out work or provide services;
b. Work: all work for which an order has been given, or which is performed or should be performed by DFBO on any other grounds directly related to the order;
c. Services: all services which have been ordered or which are supplied or should be supplied by DFBO under any other heading directly related to the order.
Article 2 Applicability of General Terms and Conditions
These conditions apply to all work which DFBO carries out on commission, services which DFBO provides on commission, and to all agreements which DFBO enters into with customers, as well as amendments thereto.
Any conditions and/or terms of the other party do not apply and are therefore excluded, unless explicitly agreed otherwise in writing.
Not only DFBO, but all natural and legal persons engaged by DFBO in the execution of any order of a customer may rely on these general conditions.
Article 3 Orders
An order may be given orally or in writing. In the case of an oral order, the knowledge by the customer of the commencement of the work by DFBO shall constitute proof of the order, without the customer having immediately protested against it in writing.
Article 4 Duration
The duration of an assignment shall be deemed to be indefinite, unless expressly agreed otherwise in writing, or if the nature of the assignment dictates that it is given for a specific period of time or for a specific project. Furthermore, an assignment is not limited to strictly the work or services that are mentioned when the assignment is given, but also includes all those activities the execution of which reasonably fits within the framework of the assignment.
Article 5 Implementation
The activities to be performed and/or services to be provided on the instructions shall be based on the written or verbal information provided by the client at the time of signing the instruction or, as the case may be, giving the instruction, and also on the applicable literature and/or case law in force at that time. This shall also include the provision of accompanying activities which result from or are related to the instructions given, all in the broadest sense.
Article 6 Liability
DFBO is not liable for damage of any kind, whether direct or indirect, arising from or connected with work performed and/or services rendered by DFBO, except and to the extent that damage caused is compensated by the insurer of our professional liability insurance. In that case, liability shall be limited to the amount of the fee charged by DFBO to the customer in the last 3 months for the order in question.
The liability is in any case limited to a maximum period of 12 months after completion of the work performed and/or services provided.
The customer indemnifies DFBO against claims by third parties for damage caused by the customer providing DFBO with incorrect or incomplete information, unless the customer demonstrates that the damage is not related to culpable acts or omissions on his part, or is caused by intent or equivalent gross negligence on the part of DFBO.
DFBO is only liable for shortcomings of the third parties engaged by it if and to the extent that the damage arising therefrom can be recovered from the third parties. DFBO is authorised on behalf of the customer to accept any limitations of liability of the third parties engaged.
Article 7 Disclosure of data
DFBO undertakes to maintain strict confidentiality of confidential information that becomes known to it in the context of execution of the order, unless disclosure to third parties is necessary in the context of that execution of the order, and subject to statutory obligations of disclosure.
DFBO will also use the said data only for the purpose for which they are intended and for which the order was given.
Article 8 Intellectual property
All rights in respect of products of the mind of DFBO which it uses or has used in the execution of the order and/or supply of services and items, shall belong to DFBO.
Without DFBO's prior written consent, the customer is not permitted to reproduce, publish, exploit or make available to third parties those products, in the broadest sense of the word.
Article 9 Rates
Except in special cases, as further indicated below, DFBO's fee will be determined on the basis of its usual rates. The fee will be determined on the basis of the nature, responsibility and importance of the work or services to be performed, and on the person and experience of the person(s) actually performing the work.
DFBO reserves the right to invoice on an advance payment basis, as it sees fit. The fee, where appropriate increased by the costs necessarily incurred for the benefit of the customer,
advances and invoices from third parties called in, increased by any VAT due, shall be invoiced to the client monthly in arrears, subject to the above or after completion of the work.
Article 10 Invoicing and payment
The invoice amount should be paid within 14 days after the invoice date, without any right to discount, deduction or suspension. In case of non-timely payment, the customer shall owe DFBO the statutory interest from the due date of the invoice. DFBO may also claim compensation of extra-judicial or judicial costs in cases of collection measures.
Article 11 Advertising
If the customer wishes to make a claim in respect of the work carried out and/or the invoices, he should do so in writing to DFBO within 30 days of the date of dispatch of the work/documents concerned. However, this complaint shall not affect the customer's obligation to pay.
Article 12 Termination of the Agreement
Both parties have the right to terminate the agreement at any time, provided that the other party is notified in writing, stating the reasons. If DFBO has carried out work for the Customer, the costs incurred up to that point shall be charged to the Customer.
Article 13 Right of suspension
Until the customer has paid a reasonable and fair advance on the fee for the work to be carried out or the services to be rendered, DFBO is entitled to suspend its work or the provision of its services. This applies both before commencement and in the interim.
DFBO has the right to suspend the fulfilment of its obligations, including the delivery of documents or other items to the customer or to third parties, until the customer has fulfilled all his obligations to DFBO.
Article 14 After-effects
The provisions of these terms and conditions, which are explicitly or implicitly intended to remain in force after the termination of this agreement, shall remain in force and continue to bind the parties thereafter.
Article 15 Expiry date
To the extent that these General Terms and Conditions do not stipulate otherwise, claim rights and other powers of the customer on any grounds whatsoever against DFBO in connection with the performance of work by DFBO will lapse in any case after one year from the time at which the customer became aware or could reasonably have become aware of the existence of these rights and powers.
Article 16 Choice of law and forum
Dutch law shall apply to all agreements between DFBO and the customer. All disputes relating to agreements with DFBO will be settled by the competent court in the district of Assen, unless the law prescribes another legal course.