General Terms and Conditions

Article 1 General

These terms and conditions apply to every offer, quotation and agreement between Vonones (hereinafter: the “Contractor”) and a Client to which the Contractor has declared these terms and conditions applicable, insofar as the parties have not expressly and in writing deviated from these terms and conditions.
These terms and conditions likewise apply to acts performed by third parties engaged by the Contractor in the context of the/any assignment. These general terms and conditions are also written for the benefit of the Contractor’s employees and its management.
If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. In such a case, the Contractor and the Client shall consult with one another in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as far as possible the purpose and purport of the original provisions.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, interpretation shall take place “in the spirit” of these provisions.
If a situation occurs between the parties that is not regulated in these general terms and conditions, that situation shall be assessed in the spirit of these general terms and conditions.
If the Contractor does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that the Contractor would in any way forfeit the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations, offers

All quotations and offers from the Contractor are without obligation, unless a period for acceptance is stated in the quotation. If no period for acceptance is stated, the offer shall in any case lapse after 30 days.
The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies and of any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the Contractor shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
A composite price quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract term, performance periods, transfer of risk, performance and amendment of the agreement, price increase

The agreement between the Contractor and the Client is entered into for a fixed term, unless the nature of the agreement provides otherwise or the parties expressly agree otherwise in writing.
If a period has been agreed or stated for the performance of certain work or for the delivery of certain items, this is never a strict deadline. If a period is exceeded, the Client must therefore give the Contractor notice of default in writing. In doing so, the Contractor must be afforded a reasonable period to still perform the agreement.
The Contractor will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, on the basis of the state of scientific knowledge known at that time.
The Contractor has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
If work is performed by the Contractor or third parties engaged by the Contractor at the Client’s location or a location designated by the Client in the context of the assignment, the Client shall provide the facilities reasonably required by those employees free of charge.
The Contractor is entitled to execute the agreement in various stages and to invoice the part thus executed separately.
If the agreement is executed in stages, the Contractor may suspend the execution of those parts that belong to a following stage until the Client has approved in writing the results of the preceding stage.
The Client shall ensure that all data that the Contractor indicates are necessary, or that the Client should reasonably understand are necessary for the execution of the agreement, are provided to the Contractor in a timely manner. If the data required for the execution of the agreement are not provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client the additional costs arising from the delay in accordance with the then customary rates. The execution period shall not commence until after the Client has made the data available to the Contractor. The Contractor is not liable for any damage of any nature whatsoever resulting from the Contractor having relied on incorrect and/or incomplete data provided by the Client.
If during the execution of the agreement it appears that an amendment or supplement to it is necessary for proper performance, the parties shall proceed to amend the agreement in good time and by mutual agreement. If the nature, scope or content of the agreement is changed—whether at the request or instruction of the Client or of competent authorities, etc.—and the agreement is thereby changed in qualitative and/or quantitative respect, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. The Contractor will, insofar as possible, give a price indication in advance. A change to the agreement may also change the originally indicated period of execution. The Client accepts the possibility of amending the agreement, including the change in price and execution period.
If the agreement is amended, including a supplement, the Contractor is entitled to implement it only after approval has been given by the person authorised within the Contractor and the Client has agreed to the price stated for the execution and other conditions, including the time to be determined at which it will be carried out. The failure to execute, or not immediately executing, the amended agreement does not constitute a breach by the Contractor and does not entitle the Client to terminate or cancel the agreement.
Without being in default, the Contractor may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be carried out in that context or for items to be delivered.
If the Client fails in the proper performance of its obligations towards the Contractor, the Client is liable for all damage thereby incurred by the Contractor, directly or indirectly.
Even if the Contractor has agreed a fixed fee or fixed price with the Client, the Contractor is at all times entitled to increase this fee or price, without the Client being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation pursuant to laws 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 at the time the agreement was concluded.
If the price increase—other than as a result of a change to the agreement—exceeds 10% and occurs within three months after conclusion of the agreement, only the Client who can invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by written declaration, unless the Contractor is then still prepared to execute the agreement on the basis of the originally agreed amount; if the price increase results from a power or an obligation resting on the Contractor pursuant to the law; if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement; or, in the case of delivery of a good, if it has been stipulated that delivery will take place more than three months after the sale.

Article 4 Suspension, dissolution and termination of the agreement

The Contractor is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if the Client does not, not fully or not timely, fulfil its obligations under the agreement; if, after concluding the agreement, circumstances that have come to the Contractor’s knowledge give good reason to fear that the Client will not fulfil its obligations; if the Client, at the conclusion of the agreement, was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient; or if, due to delay on the part of the Client, the Contractor can no longer be expected to perform the agreement under the originally agreed conditions.
Furthermore, the Contractor is authorised to dissolve the agreement if circumstances arise which are of such a nature that performance of the agreement is impossible, or if other circumstances arise which are of such a nature that unaltered maintenance of the agreement cannot reasonably be demanded of the Contractor.
If the agreement is dissolved, the Contractor’s claims against the Client become immediately due and payable. If the Contractor suspends the fulfilment of its obligations, it retains its rights under the law and the agreement.
If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate any damage and costs that may arise in any way.
If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, thereby directly and indirectly arising.
If the Client does not fulfil its obligations under the agreement and such non-fulfilment justifies dissolution, the Contractor is entitled to dissolve the agreement with immediate effect, without any obligation on its part to pay any compensation or indemnification, whereas the Client, by reason of breach of contract, is obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, ensure the transfer of work still to be performed to third parties, unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the stated period, unless the Contractor indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment—if and insofar as the attachment is not lifted within three months—at the expense of the Client, debt rescheduling or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The Contractor’s claims against the Client are then immediately due and payable.
If the Client cancels an agreement or order in whole or in part, the work already performed and the items ordered or prepared, increased by any inbound, outbound and delivery costs thereof and the labour time reserved for the execution of the agreement, will be charged to the Client in full.

Article 5 Force majeure

The Contractor is not obliged to fulfil any obligation towards the Client if it is hindered from doing so as a result of a circumstance that is not due to fault and for which it is not accountable by law, a legal act or generally accepted standards.
In these general terms and conditions, force majeure is understood, in addition to its meaning in statute and case law, to include all external causes, foreseen or unforeseen, over which the Contractor has no influence, but which prevent the Contractor from fulfilling its obligations. This includes strikes in the Contractor’s business or that of third parties. The Contractor is also entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the Contractor should have fulfilled its obligation.
During the period of force majeure, the Contractor may suspend its obligations under the agreement. If this period lasts longer than three months, either party is entitled to dissolve the agreement without any obligation to compensate damage to the other party.
Insofar as the Contractor, at the time of the occurrence of force majeure, has already partially performed its obligations under the agreement or will be able to perform them, and the part performed or to be performed has independent value, the Contractor is entitled to invoice the part already performed or to be performed separately. The Client is obliged to pay this invoice as if it concerned a separate agreement.

Article 6 Payment and collection costs

Payment must always be made within fourteen days after the invoice date, in a manner indicated by the Contractor and in the currency in which the invoice is issued, unless the Contractor indicates otherwise in writing.
The Contractor is entitled to invoice periodically.
If the Client fails to pay an invoice in a timely manner, the Client is in default by operation of law. The Client then owes statutory interest. The interest on the payable amount will be calculated from the moment the Client is in default until the moment the Client has paid the full amount due.
The Contractor has the right to apply payments made by the Client first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal sum and current interest. Without thereby being in default, the Contractor may refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contractor 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 set off amounts it owes the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. A Client who cannot invoke Section 6.5.3 (Articles 231 through 247, Book 6 of the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
If the Client is in default or in breach regarding the (timely) performance of its obligations, all reasonable costs incurred to obtain payment out of court are for the Client’s account. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Voorwerk II Report. If, however, the Contractor has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.

Article 7 Retention of title

Items delivered by the Contractor under the agreement remain the property of the Contractor until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the Contractor.
Items delivered by the Contractor that fall under the retention of title pursuant to paragraph 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 items subject to the retention of title.
The Client must always do everything that can reasonably be expected of it to safeguard the Contractor’s ownership rights.
If third parties seize items delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform the Contractor immediately. Furthermore, the Client undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage as well as against theft, and to provide the policy of this insurance to the Contractor for inspection upon first request. In the event of any insurance payout, the Contractor is entitled to these funds. Insofar as necessary, the Client undertakes in advance towards the Contractor to cooperate in all that is necessary or desirable in that context.
In the event the Contractor wishes to exercise its ownership rights as referred to in this article, the Client grants the Contractor and third parties designated by the Contractor, in advance, unconditional and irrevocable permission to enter all places where the Contractor’s property is located and to take back those items.

Article 8 Warranties, inspection and complaints, limitation period

The items to be delivered by the Contractor meet the usual standards and requirements that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. For use outside the Netherlands, the Client must verify whether use thereof is suitable for use there and meets the conditions set for such use. In that case, the Contractor may stipulate different warranty and other conditions regarding the items to be delivered or work to be performed.
The warranty referred to in paragraph 1 of this article applies for a period of one year after delivery, unless the nature of the delivered item provides otherwise or the parties have agreed otherwise. If the warranty provided by the Contractor concerns an item that was produced or work that was performed by a third party, the warranty is limited to that which is provided by the producer or performer of the item.
Any form of warranty lapses if a defect has arisen as a result of or follows from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance by the Client and/or third parties, when such has been done without the Contractor’s written consent.
Any form of warranty lapses if full or partial work and activities are carried out without the Contractor’s written consent by the Client and/or third parties.
Any form of warranty lapses if the Client or third parties have made or attempted to make changes to the item, if other items have been attached to it that should not be attached to it, or if it has been processed or treated in a manner other than prescribed.
The Client likewise has no claim to warranty if the defect has arisen from or is the result of circumstances over which the Contractor has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
The Client is obliged to examine (or have examined) the delivered items immediately at the moment the items are made available to it, respectively when the relevant work has been carried out. The Client must examine whether the quality and/or quantity of the delivered items corresponds to what has been agreed and meets the requirements agreed by the parties in that respect. Any defects must be reported to the Contractor in writing within fourteen days after delivery. The notification must contain as detailed a description as possible of the defect so that the Contractor can respond adequately. The Client must give the Contractor the opportunity to investigate a complaint (or have it investigated).
If the Client complains in a timely manner, this does not suspend its payment obligation. In that case, the Client is also obliged to take delivery of and pay for the other items ordered and what it has instructed the Contractor to do.
If a defect is reported later, the Client no longer has any right to repair, replacement or compensation.
If it is established that an item is defective and a complaint has been made in that respect in good time, the Contractor will, within a reasonable period after its return receipt or, if return is reasonably not possible, after written notification of the defect by the Client, at the Contractor’s option, replace or arrange for the repair of the defective item or pay the Client a replacement compensation for it. In the event of replacement, the Client is obliged to return the replaced item to the Contractor and to transfer ownership of it to the Contractor, unless the Contractor indicates otherwise.
If it is established that a complaint is unfounded, the costs resulting therefrom, including investigation costs incurred on the part of the Contractor, will be borne in full by the Client.
After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Client.
By way of derogation from the statutory limitation periods, the limitation period for all claims and defences against the Contractor and the third parties involved by the Contractor in the execution of an agreement is one year.

Article 9 Liability

If the Contractor should be liable, such liability is limited to what is provided for in this provision.
The Contractor is not liable for damage of any nature whatsoever arising because the Contractor relied on incorrect and/or incomplete data provided by or on behalf of the Client.
If the Contractor should be liable for any damage, the Contractor’s liability is limited to a maximum of once the invoice value of the order, at least to that part of the order to which the liability relates.
In any case, the Contractor’s liability is always limited to the amount of the payout of its insurer, where applicable.
The Contractor is liable only for direct damage.
“Direct damage” exclusively means the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage as referred to in these terms and conditions; any reasonable costs incurred to have the Contractor’s defective performance conform to the agreement, insofar as these can be attributed to the Contractor; 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.
The Contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption, etc.

Article 10 Indemnification

The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the execution of the agreement. If the Contractor is sued by third parties on that account, the Client is obliged to assist the Contractor both out of court and in court and to do everything that may be expected of it in that case. If the Client fails to take adequate measures, the Contractor is entitled, without notice of default, to take such measures itself. All costs and damage incurred by the Contractor and third parties as a result shall be entirely for the account and risk of the Client.

Article 11 Intellectual property

The Contractor reserves the rights and powers that accrue to it under the Copyright Act and other intellectual property laws and regulations. The Contractor has the right to use for other purposes the knowledge that has increased on its side through the execution of an agreement, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties.

Article 12 Applicable law and disputes

All legal relationships to which the Contractor is a party are governed exclusively by Dutch law.
The court in the place where the Contractor has its registered office has exclusive jurisdiction to take cognisance of disputes, unless mandatory law provides otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court that is competent under the law.
The parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.