Holscher Agency is referred to as the service provider in these general terms and conditions.
The other party to the service provider is referred to in these general terms and conditions as the client.
The parties are service provider and client together.
The agreement means the agreement to provide services between the parties.
Article 2 applicability of general terms and conditions.
These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.
Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.
The agreement always contains best efforts obligations for the service provider, not results obligations.
Article 3 payment.
Payments are made as described in the order confirmation.
If the client does not pay on time, he is in default. If the client remains in default, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligation.
If the client remains in default, the service provider will proceed with collection. The costs related to this collection will be borne by the client. If the client is in default, he owes statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.
If the client refuses to cooperate in the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.
Article 4 price indexation.
The prices and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually as of January 1.
The Client must in any case agree in writing to an increase in costs and hourly wages, insofar as that increase is determined on the basis of the following indexation clause: the new fees are determined by multiplying the existing prices by a fraction, the numerator of which is the index figure that applies to the month of April preceding the increase and whose denominator is the index figure that applies to the month of April of the previous year. The indices are the price indices of family consumption (CPI), all households, published by the Central Bureau of Statistics in The Hague.
article 5 offers, quotations and price.
The offers are without obligation, unless a term of acceptance is stated in the offer. If the offer is not accepted within that stated period, the offer will lapse.
Delivery times in quotations are indicative and do not entitle the client to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
The price stated on offers, quotations and invoices consists of the purchase price excluding the VAT due and any other government levies.
Article 6 fee for service provider assignment.
Parties can agree on a fixed price when concluding the agreement.
If no fixed price has been agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of the service provider, applicable for the period in which he carries out the work, unless a different hourly rate has been agreed.
Article 7 provision of information by the client.
The Client makes all information relevant to the execution of the assignment available to the service provider.
The Client is obliged to provide all information and documents that the service provider believes it needs for the correct execution of the assignment, in a timely manner and in the desired form and manner.
The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, unless otherwise dictated by the nature of the assignment.
The Client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
If and insofar as the client requests this, the service provider will return the relevant documents.
If the client does not provide the information and documents required by the service provider, or does not do so on time or properly, and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.
Article 8 withdrawal of order.
The client is free to terminate the assignment to the service provider at any time.
If the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.
The service provider will prepare a final invoice within 14 days.
Article 9 execution of the agreement.
The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
The service provider has the right to have work carried out by third parties.
Implementation takes place in mutual consultation and after written agreement and payment of any agreed advance.
It is the client's responsibility that the service provider can start the assignment on time.
Article 10 contract duration of assignment.
The agreement between client and service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If the parties have agreed on a deadline for the completion of certain work within the term of the agreement, this is never a strict deadline. If this period is exceeded, the client must give the service provider written notice of default.
Article 11 amendment of the agreement.
If during the execution of the agreement it appears that it is necessary to change or supplement the work to be performed for the proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.
If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client in writing in advance.
If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.
Notwithstanding the provisions of the third paragraph of this article, the service provider cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to it.
Article 12 force majeure.
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfill any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the control of the service provider, which prevents the fulfillment of its obligations. towards the client is prevented in whole or in part or as a result of which the fulfillment of his obligations cannot reasonably be expected from the service provider. These circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes and work stoppages.
If a situation as referred to above occurs as a result of which the service provider cannot meet its obligations to the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to terminate the agreement in whole or in part in writing.
In the case referred to in the second paragraph of this article, the service provider is not obliged to compensate any damage, even if the service provider enjoys any benefit as a result of the force majeure situation.
Article 13 settlement.
The Client waives its right to offset a debt to the service provider against a claim against the service provider.
Article 14 suspension.
The Client waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 15 transfer of rights.
Any rights of either party under this Agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Article 16 forfeiture of the claim.
Any right to compensation from the service provider will in any case lapse 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 17 insurance.
The Client undertakes to adequately insure delivered goods and to keep them insured against, among other things, fire, explosions, water damage and theft.
The Client will make the policy for these insurances available for inspection upon first request.
Article 18 liability for damage.
The service provider is not liable for damage resulting from this agreement, unless the service provider has caused the damage intentionally or with gross negligence.
In the event that the service provider owes compensation to the client, the damage will not exceed the fee.
Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, databases, registers or other items used by the service provider in the execution of the assignment.
The liability of the service provider for damage resulting from intent or deliberate recklessness on the part of the service provider or its managerial subordinates is not excluded.
article 19 client liability.
If an assignment is provided by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
Wordt een opdracht middellijk of onmiddellijk verstrekt door een natuurlijke persoon namens een rechtspersoon, dan kan deze natuurlijke persoon tevens in privé opdrachtgever zijn. Daarvoor is vereist dat deze natuurlijke persoon beschouwd kan worden als de (mede)beleidsbepaler van de rechtspersoon. Bij wanbetaling door de rechtspersoon is de natuurlijke persoon dus persoonlijk aansprakelijk voor de betaling van de declaratie, onverschillig of deze, al dan niet op verzoek van opdrachtgever, ten name van een rechtspersoon dan wel ten name van opdrachtgever als natuurlijk persoon of hen beiden is
gesteld.
Article 20 indemnification.
The service provider indemnifies the client against all claims and other claims from third parties and the resulting damage as a result of a failure by the other party to comply with this agreement or any other act or omission of the service provider. This indemnification applies without prejudice to what is stated in article (complete) regarding liability.
This indemnification does not apply to the extent that the service provider was not aware and should not have been aware of the rights on which such a claim is based.
Article 21 obligation to complain.
The Client is obliged to immediately report complaints about the work performed to the service provider. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
If a complaint is justified, the service provider is only obliged to carry out the work as agreed by the parties.
Article 22 Retention of title and right of retention.
The items and parts delivered to the service provider remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.
If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a creditor's default. In that case, a late delivery cannot be held against the service provider.
The service provider is not authorized to pledge or encumber in any other way the items falling under its retention of title.
The service provider undertakes to insure the goods delivered to the client under retention of title and to keep them insured against fire, explosions, water damage as well as against theft and to make the policy available for inspection upon first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The item will then not be delivered until the client has paid in full and as agreed.
In the event of liquidation, insolvency or suspension of payment of the client, the client's obligations are immediately due and payable.
Article 23 applicable law.
This agreement between service provider and client is exclusively governed by Dutch law. The Dutch court has jurisdiction
Article 24 Dispute Resolution.
All disputes arising from this agreement will be submitted exclusively to the competent court.
