General Terms and Conditions: Commercial Business Solutions Professionals (CBSPRO) established in Jubbega, filed on 09-01-2015 at the Chamber of Commerce (KVK) in Leeuwarden.
Article 1. General:
these terms and conditions apply to every offer, quotation and agreement between the Client, hereinafter referred to as: …………………, and Commercial Business Solutions Professionals (CBSPRO) on which CBSPRO has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions in writing. These conditions also apply to agreements with CBSPRO for the implementation of which third parties must be involved by CBSPRO. These general terms and conditions have also been written for the employees of CBSPRO and its management. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. CBSPRO and the Client will then consult with each other in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed. If there is a lack of clarity about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘according to the content’ of these provisions. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation must be assessed according to the content of these general terms and conditions. If CBSPRO does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply to the Client, or that the Client would lose the right to any degree. CBSPRO requires strict compliance with the provisions of these conditions in other cases.
Article 2. Offers and offers:
all quotations and offers from CBSPRO are without obligation, unless a deadline for acceptance has been set in the offer. A quotation or offer will lapse if it concerns products, orders or services to which the quotation or offer relates and has not been agreed within the set offer period by means of an official written confirmation. CBSPRO can not be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error. The prices stated in an offer or offer include VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and subsistence, shipping and handling costs, unless stated otherwise. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, CBSPRO is not bound and / or liable. The agreement will then not be concluded in accordance with this deviating acceptance, unless CBSPRO indicates otherwise. A composite quotation does not oblige CBSPRO to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration:
delivery times, execution and modification agreement; price increase
The agreement between CBSPRO and the Client is entered into for a definite or indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing. CBSPRO states that business and private agreements and / or contracts fall within the legislation where there is a binding agreement that is directly binding after signing and obliges the Client to fullfill its payment obligation towards CBSPRO. Also in case of an order cancellation after signing, all calculated costs relating to the order (s) will be charged and will have to be paid within 14 days after invoicing. In the event of default or refusal to pay, the statutory interest rate provisions will apply.
If a period has been agreed or specified for the completion of certain work or for the delivery of certain items, this is never a strict deadline. In the event that a period is exceeded, the Client must therefore give CBSPRO notice of default in writing.
CBSPRO must be offered a reasonable period in which to implement the agreement as yet. This period is set by CBSPRO at 3 months. CBSPRO has the right to have certain work done by third parties. CBSPRO is entitled to execute the agreement in various phases and to invoice the part thus executed separately. If the agreement is executed in phases, CBSPRO may suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
If CBSPRO requires information from the Client for the execution of the agreement, the execution period shall not commence until after the Client has made this information available or accessible to CBSPRO. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. CBSPRO will make a quotation of this as much as possible in advance. Due to an amendment of the agreement, the originally stated term of execution can be changed. The Client accepts this possibility of changing the agreement, including the change in price and term of execution. If the agreement is changed, including a supplement, then CBSPRO is entitled to implement this first after it has been approved by the person authorized within the Client and / or the Client himself has agreed to the price stated for the performance and other conditions, including the time to be determined at that time. The non-execution or non-immediate performance of the amended agreement also does not result in breach of contract by CBSPRO and is no reason for the Client to terminate the agreement. Without being in default, CBSPRO may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered. If the Client is in default in the proper performance of what he is obliged to CBSPRO, then the Client is liable for all damage (including costs) on the part of CBSPRO thereby directly or indirectly arise. If at the conclusion of the agreement CBSPRO agrees a certain price, CBSPRO is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated with reservation.
If the price increase is the result of an amendment to the agreement; if the price increase results from a power to CBSPRO or an obligation on CBSPRO pursuant to the law; In other cases, with the understanding that the Client who does not act in the exercise of a profession or business, is entitled to dissolve the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months after the closing of the agreement. the agreement, unless CBSPRO is still prepared to execute the agreement on the basis of the original agreement, or if it is stipulated that the delivery will take place more than three months after the order / purchase.
Article 4. Suspension, dissolution and interim termination of the agreement:
CBSPRO is entitled to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect if: the Client does not fulfill the obligations from the agreement, not fully or not timely; after the conclusion of the agreement CBSPRO becomes aware circumstances give good grounds to fear that the Client will not fulfill the obligations; the Client has been requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; If, due to the delay on the part of the Client, CBSPRO can no longer be required to comply with the agreement on the originally agreed conditions, CBSPRO is entitled to dissolve the agreement; if circumstances arise which are of such a nature that fulfillment of the agreement impossible or unmodified maintenance of the agreement can’t reasonably be required from CBSPRO; if the dissolution is attributable to the Client, CBSPRO is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly. If the agreement is dissolved, the claims of CBSPRO on the Client are immediately due and payable.
If CBSPRO suspends fullfillment of the obligations, it will retain its rights under the law and agreement. If CBSPRO on the grounds if referred to in this article to suspension or dissolution, he is in that way in any way whatsoever for compensation of damage and costs thereby arising in any way or indemnification, while the client, due to breach of contract, is obliged to pay compensation or indemnity.
If the agreement is prematurely terminated by CBSPRO, CBSPRO will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. Unless the interim termination is attributable to CBSPRO, the costs for transfer to the Client will be charged. CBSPRO will inform the Principals as much as possible in advance of the extent of these costs. The Client is obliged to pay these costs within the period specified by CBSPRO, unless CBSPRO indicates otherwise. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client will no longer be free to CBSPRO is free to terminate the agreement immediately and with immediate effect and / or cancel the order / order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the claims of CBSPRO on the Client are immediately due and payable. If the Client cancels an ordered order in whole or in part, the ordered or prepared items, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Client.
Article 5. Force majeure:
CBSPRO is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and that neither under the law, a legal act or generally accepted for its account. Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which CBSPRO can’t exert influence, but as a result of which CBSPRO is unable to meet its obligations. . CBSPRO also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after CBSPRO should have fulfilled its obligation. CBSPRO can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than four months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage. If at the time when force majeure occurs, CBSPRO has partially fulfilled its obligations under the agreement or will be able to comply with it, and the part that has been fulfilled or to be fulfilled will be assigned independent value, CBSPRO is entitled to separate the part that has already been fulfilled or to be fulfilled. to invoice. 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 indicated by CBSPRO in the currency in which the invoice is made, unless otherwise specified by CBSPRO in writing. CBSPRO is entitled to invoice periodically. If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes an interest. In the case of consumer purchase, the interest rate is equal to the statutory interest. In other cases, the Client owes an interest of 3% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
CBSPRO has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. CBSPRO may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. CBSPRO can refuse full payment of the principal sum, if not also the vacant and current interest and collection costs are paid. Objections against the height of an invoice do not suspend the payment obligation. If the Client is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Client. The extrajudicial costs will be
Article 8. Guarantees, research and complaints:
the items to be delivered by CBSPRO meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. When using outside the Netherlands, the Client must verify that its use is suitable for its use and whether it complies with the conditions and legislations that apply to it. CBSPRO can in that case impose other guarantee and other conditions with regard to the goods to be delivered or work to be performed. The warranty referred to in paragraph 1 of this offered or offered by us shall apply for a period of one year after delivery, unless the nature of the delivered results differently or parties have agreed otherwise or because of the delivered product or research no question or possibility, or falls within a warranty provision. If the guarantee provided by CBSPRO concerns a matter that was produced or examined by a third party, or supplied or examined, then the guarantee is limited to that provided by the producer of the item, unless otherwise stated. After the possible warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client. Any form of any guarantee will lapse if a defect arises as a result of or ensues from injudicious or improper use or application thereof, incorrect storage or maintenance thereof by the Client and / or by third parties when, without the written permission of CBSPRO, the Client or third parties have made or attempted to make changes to the case, linked, added or added other items that do not correspond or are applicable to other than the prescribed manner or advice of CBSPRO. The Client is also not entitled to a guarantee if the defect arises due to or is the result of circumstances that CBSPRO can’t influence, et cetera. The Client is obliged to inspect the delivered goods or to have them inspected immediately at the moment that the items are made available to him or the relevant work has been carried out. The Client must also examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any defects or omissions must be reported to CBSPRO in writing within two months of discovery. The report must contain as detailed a description as possible of the defect, so that CBSPRO is able to respond adequately. The Client must give CBSPRO the opportunity to investigate a complaint. If the Client makes a timely complaint, this does not suspend his payment obligation. In that case, the Client will also be obliged to purchase and pay for the otherwise ordered, unless it has no independent value. If a defect is reported later, the Client will no longer be entitled to repair, adjustment or compensation, unless a longer period ensues from the nature of the case or the other circumstances of the case.
If it is established that a case is defective and in that case it is timely filed, then CBSPRO will, within a reasonable period of time after modifications / changes to it or, if adjustments / changes are reasonably not possible, written notification regarding the problem by the Client, of CBSPRO, altered or provide adjustments / restoration thereof or replacement fee to the Client. In the event of replacement or adjustments, the Client is obliged to return the replaced item / order to CBSPRO and to provide the ownership thereof to CBSPRO, unless CBSPRO indicates otherwise. If it is established that a complaint is unfounded, then the costs thereby incurred, including the investigation costs, on the part of CBSPRO thereby, are fully at the expense of the Client.
Article 9. Liability:
If CBSPRO is liable, then this liability is limited to what is regulated in this provision. CBSPRO is not liable for damage, of whatever nature, caused by CBSPRO assuming incorrect and / or incomplete information provided by or on behalf of the Client. CBSPRO is only liable for direct damage. Direct damage is exclusively understood to mean: the reasonable costs for determining the cause and scope of the investigation or product supplied, insofar as the determination relates to these conditions; any reasonable costs incurred to have the defective performance of CBSPRO comply with the agreement, to the extent that these can be attributed to CBSPRO; reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. CBSPRO is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to company or other stagnation. In the case of consumer purchase, this restriction does not extend beyond that which is permitted pursuant to Section 7:24 paragraph 2 of the Dutch Civil Code. If CBSPRO is liable for any damage, the liability of CBSPRO is limited to a maximum of once the invoice value of the order / order, at least to that part of the order / order to which the liability relates. The liability of CBSPRO is in any case always limited to the amount of once the invoice value, where applicable, after demonstrable liability by the Client, whereby the Client itself must take the costs related to the research carried out for its own account. CBSPRO is not liable under the aforementioned article 9 Liability, and accepts and / or does not honor any other decision by the courts and third parties.
Article 10. Limitation period:
contrary to the statutory limitation periods, the limitation period for all claims and defenses against CBSPRO and third parties engaged by CBSPRO in the performance of an agreement, depending on the product (s) and / or services, is up to a maximum of 3 months. The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the assertion that the delivered goods would not comply with the agreement. Such claims and defenses shall expire after a maximum of 3 months after the Client has notified CBSPRO of such non-conformity.
Article 11. Risk transition:
the risk of loss, damage or depreciation is transferred to the Client at the time when goods are brought into the control of the Client.
Article 12. Indemnity:
the Client indemnifies CBSPRO against any claims from third parties that suffer damage in connection with the execution of the agreement and of which the cause is attributable to others than CBSPRO. If CBSPRO should be held liable by third parties for this reason, then the Client shall hold CBSPRO both outside and in court.
to assist and immediately do all that may be expected of him in that case. Should the Client fail to take adequate measures, then CBSPRO is entitled to proceed to this without notice of default. All costs and damage on the part of CBSPRO and third parties thereby arise, are fully at the expense and risk of the Client.
Article 13. Intellectual property:
CBSPRO reserves the rights and powers that accrue to it under the Copyright Act and other intellectual laws and regulations. CBSPRO has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the notice of third parties.
Article 14. Applicable law and disputes:
Dutch law is exclusively applicable to all legal relationships to which CBSPRO is a party, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded. The parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation. The costs of any legal proceedings are at all times for the Client.
Article 15. Location and change of conditions:
These conditions are filed with the Chamber of Commerce under Chamber of Commerce number: 62358022. Applicable is always the last deposited version or the version that applied at the time of the establishment of the legal relationship with CBSPRO. CBSPRO reserves the right to modify and supplement parts of these conditions and to deposit them as a revision with the Chamber of Commerce. The Dutch text of the general terms and conditions is always decisive for its interpretation. * For content, see the ‘General conditions’ section for the provision of services to the Client. Although CBSPRO has been given the greatest care and attention to the content and composition of these General Terms and Conditions, CBSPRO accepts no liability whatsoever arising from writing errors, misinterpretations and views.
Legislation protection of personal data:
CBSPRO stated that they; according to the European directives and laws relating to the GDPR, will not provide information from third parties but only use it for its own administration.
