General Terms and conditions of CraneConsultancy BVArticle 1. Definitions and concepts
1. In these general conditions the following terms have the following meanings, unless expressly stated otherwise: CraneConsultancy BV: the user of these terms and conditions, located on the address Straatweg 2a, 3604 BB Maarssen, The Netherlands. Client: the counterparty of CraneConsultancy BV. Agreement: the agreement set out in a mutually agreed document and the documents therein may be declared applicable, as the quotation. Duties: without subordination and outside employment or contract work to provide services or the provision of advice as aforesaid, all this in the broadest sense of the word, and as mentioned in the order confirmation. Written: besides writing this includes e-mail, fax or other electronic analog or digitally sent messages that have reached Client.
Article 2. General
1. These conditions apply to every offer, tender and agreement between CraneConsultancy BV and a Client. CraneConsultancy BV has declared these conditions applicable, insofar as these parties have not expressly agreed otherwise in writing. The conclusion of an agreement with CraneConsultancy BV means that the applicability of the Client unconditionally accepts these conditions.
2. The terms also apply to agreements with CraneConsultancy BV, in case the execution by CraneConsultancy BV should involve third parties.
3. If one or more provisions of these terms and conditions at any time wholly or partially may be invalid or void, then the remainder of these terms and conditions apply in full. CraneConsultancy BV and the Client will then discuss new rules to replace the invalid provisions to agree, as much as possible the purpose and intent of the original provisions are observed.
4. Any deviations from these General Conditions are only valid if expressly agreed in writing and shall only apply in respect of the specific agreement to which the exemptions apply.
5. In case these terms and conditions and the agreement contain contrary provisions, conditions set out in the agreement will prevail.
Article 3. Conclusion of contract.
1. These terms and conditions are together with any other written agreements together part of the agreement.
2. The quotations and offers made by CraneConsultancy BV are without obligation and are valid for 14 (fourteen) days. No rights can be derived from the quotation ,unless a different acceptance period is prescribed.
3. The offer to enter into an assignment agreement by CraneConsultancy BV, can be made both orally or in writing. Only after the assignment by CraneConsultancy BV has been confirmed in writing the assignment will be binding.
4. For all quotations and offers further holds that these are based on the information provided by the Client. When the information given is inaccurate or incomplete, the Client cannot hold any rights against CraneConsultancy BV to an (accepted) bid or offer.
5. CraneConsultancy BV can not be hold accountable for there bids or offers if the Customer can reasonably understand that the bids or offers, or any part thereof, contain an obvious mistake or error.
6. The prices mentioned in a bid or offer are excluding VAT and other government levies, also any additional expenses mentioned in the agreement including travel and hotel, shipping and handling, unless otherwise indicated are excluding VAT.
7. If the acceptance , whether or not on minor points, deviates from the offer or the offer included , the agreement will not be valid unless CraneConsultancy BV has agreed in writing with the deviations.
Article 4. Performance and quality of the Agreement
1. CraneConsultancy BV is obliged to execute the assigned activities to CraneConsultancy BV as a good and careful Contractor and to perform to their best knowledge and in accordance with the requirements of good workmanship. All services of CraneConsultancy BV will be executed on the basis of an obligation.
2. If and insofar as the proper implementation of the Agreement requires this, CraneConsultancy BV has the right to have certain work done by assistants and others. The applicability of Article 7:404, 7:407 and 7:409 paragraph 2 Dutch Civil Code is explicitly excluded. When engaging third parties, CraneConsultancy BV will apply the necessary diligence.
3. CraneConsultancy BV is not liable for damages resulting from breach by third parties. CraneConsultancy BV is authorized to accept stipulated limitations of liability by third parties to and on behalf of the Client.
4. The Client shall ensure that all data necessary or data of which the Client reasonably understand to be necessary for the execution of the agreement, shall be provided to CraneConsultancy BV.
5. The Client is obliged to cooperate, which is required for the proper and timely performance of the contract. This includes the availability of employees of the Client, which in any way with the work of CraneConsultancy BV will be involved.
6. The implementation shall not commence until Client has provided the data to CraneConsultancy BV. CraneConsultancy BV is not liable for damages of any kind in case CraneConsultancy BV is assumed to have been provided false and / or incomplete data by client.
Article 5. Change in the order
1. If during the execution of the agreement it becomes clear, that for a proper execution, it is necessary for the work to be performed, to modify or supplement the contract, the parties together and by mutual agreement adjust the contract accordingly.
2. If the agreement has been amended or supplemented, then CraneConsultancy BV is entitled to first implement the agreed changes and / or additions, including to determine the time of completion of work, remuneration and other conditions. Failure or delay implementation of the amended agreement is not considered to be a breach of CraneConsultancy BV and is no reason for the Client to terminate or dissolve the agreement.
3. If a fixed fee has been agreed, CraneConsultancy BV owing to the amendment or supplement to the agreement, as a consequence is allowed to increase the fee accordingly .
4. Notwithstanding paragraph 3, CraneConsultancy BV will not be able to charge additional costs if the change or supplement is the result of circumstances that can be allocated to CraneConsultancy BV.
5. Changes in an existing assignment given applied, may result in the delivery date originally agreed by CraneConsultancy BV is exceeded, in which case Article 11 paragraph 8 shall apply.
Article 6. Honorarium Fee
1. The Client is obliged to pay CraneConsultancy BV the agreed fee in accordance with the payment terms. The fees and any cost estimates are in euros and exclusive of VAT and other government levies.
2. If CraneConsultancy BV considers it appropriate, CraneConsultancy BV is entitled to ask the Client a reasonable advance on the fee for the additional work. CraneConsultancy BV is entitled to set the commencement of its work on hold until the advance is paid or sufficient security has been provided.
3. Client will pay, costs of third parties which are made by CraneConsultancy BV on behalf of the contract, directly to that third party. If payment to third parties are done by CraneConsultancy BV , CraneConsultancy BV will be entitled to an advance fee. CraneConsultancy BV is entitled to pass a fee for administrative costs.
4. If Client so requests, CraneConsultancy BV will , prior to the commencement of its activities, make a statement of the estimated costs associated with the CraneConsultancy BV and / or third parties to carry out work.
5. CraneConsultancy BV is entitled at all times to increase the fee without the Client being entitled to terminate the contract for that reason to dissolve, if the increase in price resulting from a power or duty as a result of the law, regulation or its cause is an increase in wages, or other grounds that at the conclusion of the agreement can not reasonably be foreseeable.
6.. Each partial delivery, which also includes the delivery of components of a composite order, the Customer may be charged.
Article 7. Communication
1. Client and CraneConsultancy BV expressly agree that by use of electronic communication a valid agreement is concluded as soon as the conditions in Article 3 are met. In particular, the lack of an ordinary signature does not affect the binding force of the offer and the acceptance thereof.
2. Communication between Client and CraneConsultancy BV can therefore take place electronically, except insofar as in agreements with the Client, in these conditions or the law provides different.. The by CraneConsultancy BV saved version of the relevant communication will be evidence thereof, subject to counterproof by the Client.
3. Electronic communications by CraneConsultancy BV Client is deemed to have been received by the Principal on the date of dispatch, unless the contrary is proved by the Client. Where the communication is not received as a result of delivery and / or accessibility problems related to the mailbox of the Client is at the risk of the Client, even if the e-mail box is located with a third party..
4. Due to the dependence of the Internet and its unpredictable and sometimes unstable nature, it is possible that the website of CraneConsultancy BV is not always accessible. In these cases CraneConsultancy BV can never be held liable.
Article 8. Suspension, termination and dissolution
1. The assignment agreement is entered into for a fixed term unless the nature of the purport of the contract implies that for an indefinite period of time.
2. The contract for services contract can not be terminated earlier unless there are urgent circumstances due to which the Client or CraneConsultancy BV can not reasonably be expected that the contract for longer persists. This must be substantiated in writing to the other party. Without discharging the obligation of the Client to pay the full agreed fee.
3. If one of the parties becomes in a state of bankruptcy, suspension of payment or business operations, the other party may terminate the Agreement without observing a notice period to terminate, all this subject of rights.
4. CraneConsultancy BV, has the fulfillment of the obligations to suspend or terminate the agreement if:
• Client's obligations under the agreement, are not fully complied to or complied to in a timely manner;
• after the conclusion of the agreement CraneConsultancy BV learns of circumstances giving good ground to fear that the Client will not fulfill it’s obligations;
• if due to the delay on the part of the Client, CraneConsultancy BV can no longer be expected to fulfill the contract at the originally agreed conditions.
5. CraneConsultancy BV also has the power to suspend issuing any documents or other items to the Client or third parties to, until such time that all outstanding claims against the Client are paid in full.
6. If the progress in the execution or delivery of the work by default of the Client or by force majeure on its side is delayed, as a result the full agreed amount will be charged by CraneConsultancy BV, without prejudice to its right to further costs, damages and interest receivable.
7. If the agreement is dissolved, all outstanding payables by the Client are immediately payable to CraneConsultancy BV.
Article 9. Payment
1. Payment must be made within 14 (fourteen) days after the invoice date, into a bank account as instructed by CraneConsultancy BV.
2. If Client fails to pay timely or fails to pay full payment of an invoice, the Client shall be held in default. Client shall owe an interest of 1% per month or part of a month, unless the statutory interest is higher, in which case the statutory interest is owed. The interest on the amount due, shall be calculated from the time the client is in default until the moment of payment of the full amount owed is received into the bank account.
3. Client is never entitled to set off their outstanding dues against anything by the Client to CraneConsultancy BV owed. Objections to the amount of a bill does not suspend the payment obligation in any way.
4. If the Client is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court are on behalf of the Client. The extrajudicial costs are calculated on the basis of what the Dutch collection practice is. If CraneConsultancy BV is facing higher costs for collection, costs which has been reasonably necessary, these actual costs will be for the account of the Client.
Article 10. Complaints about work
1. Complaints about the work done by the Client within 30 days after discovery, but no later than 60 days after completion of the work concerned to be reported to CraneConsultancy BV . The notice must contain a detailed description of the shortcoming, so CraneConsultancy BV is able to respond adequately.
2. If Client has a complaint report, this does not suspend its payment obligation.
3. If a complaint is justified, CraneConsultancy BV will do it utmost to perform the work as was agreed, unless the Client can proof executing the work has become useless. In the latter the Client must make this known in writing to CraneConsultancy.
4. If the performance of the agreed work is no longer possible or useful, CraneConsultancy BV is only liable within the limits of Article 11.
Article 11. Liability
1. CraneConsultancy BV will work to the best of their abilities and take due care as may be expected of CraneConsultancy BV. If an error is made by CraneConsultancy BV due to incorrect or incomplete information given by the Client, CraneConsultancy BV cannot be held responsible for any damage resulting for this error.
2. Assignment by CraneConsultancy BV is to the best knowledge and ability into line with the requirements of good workmanship performed.
3. CraneConsultancy BV with respect to the Client shall be liable only for damage which is the direct result of an on CraneConsultancy BV attributable failure in the performance of the contract, if and insofar as the damage to normal expertise and experience and subject to normal alertness and manner of occupation could have been avoided.
4. The liability of CraneConsultancy BV in totality is limited to the fee that CraneConsultancy BV received for his work in the context of the assignment. For contracts with a longer duration than three months, the liability is limited to the invoice amount over the last three months. In both cases, the liability of CraneConsultancy BV at all times is further limited to the amount that in such case is paid under the professional liability insurance, plus the amount of the deductible.
5. For Clients employees and (any other) third parties employees instructed by CraneConsultancy BV, as well as for persons who CraneConsultancy BV has instructed under directions of the Client , for their actions CraneConsultancy BV cannot be held responsible in any occasion.
6. Limitations of liability in this Article shall not apply if there is damage caused by intent or recklessness on the part of the manager (s) of CraneConsultancy BV.
7. CraneConsultancy BV is in case of liability solely liable for direct damages. In case of indirect and / or consequential damages (including but not limited to lost profits, business interruption costs, loss of relationships, eg resulting from any delay, loss of data, exceeding of a delivery date and / or defects) and by Client suffered direct financial loss, CraneConsultancy BV can never be held liable.
8. Insofar Client and CraneConsultancy BV in the agreement of the contract or during the execution of the contract, terms are agreed on the work that must be performed, these periods are always indicative. Exceeding these periods will never be a breach of the obligation of CraneConsultancy BV yield and therefore it does not give the Client the right to claim damages and / or rescission of the contract. When a term is exceeded, the Client must notice CraneConsultancy BV in writing of the default. CraneConsultancy BV is given a reasonable period to execute the contract..
9. The Client is obliged to, without prejudice to Article 10 - within 2 months after the Client executing of the work to inform CraneConsultancy BV in writing of any error in the execution of the contract and whether or not resulting damage risk has been identified or could reasonably identify.
10. If the notification referred to in the preceding paragraph is made too late or has not been made , CraneConsultancy BV has no obligation towards the Client for the damage to undo and consequently, on a manner appropriate to, and consistent with the content of the contract and the nature of the work.
11. Client indemnifies CraneConsultancy BV against the following ; all claims made by third parties against CraneConsultancy BV and claims to compensate for damages, expenses, lost profits and other expenses in any way related to and / or arising from the performance by CraneConsultancy BV of the assignment.
12. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against CraneConsultancy BV and the CraneConsultancy BV in the implementation of a third party, will be one year from the date of delivery of the advice and or execution of the work.
Article 12. Force Majeur
1. CraneConsultancy BV is not obliged to perform any duty owed to the Client if he is hindered due to a circumstance that is not due to negligence, and not under the law, a legal act or generally accepted for its account.
2. Force majeure is in these terms and conditions, in addition to that area of the law and jurisprudence, all external causes, foreseen or unforeseen, which CraneConsultancy BV can not influence but which prevents CraneConsultancy BV to fulfill it’s obligations. Strikes in the company of CraneConsultancy BV and illness or permanent disability of the performance of the person designated to the contract also including faults in networks, disruptions in telecommunication, infrastructure and computer hacking are considered force majeur.
3. During the period of force majeur the obligations of CraneConsultancy, under the agreement, are suspended. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
Article 13. Confidentiality
1. Except when there is a statutory provision, regulation or other obligation to disclose, CraneConsultancy BV has a duty of confidentiality towards third parties in respect of confidential information obtained from the Client. Client may issue a dispensation. Information is considered confidential when informed by the other party (Client) or when it arises from the nature of the information.
2. Without the written consent of the Client, CraneConsultancy BV can not use the information provided to it by the Client, made available to use for a purpose other than that for which it was obtained. However, there is an exception in case CraneConsultancy BV represents itself in disciplinary, civil or criminal proceedings in which this information may be of importance.
3. Unless there is a statutory provision, regulation or other rule obligation to disclose or when authorized by CraneConsultancy BV with prior consent, the Client will not release the contents of reports, opinions or any other written or oral statements of CraneConsultancy BV, to other third parties . Client will also ensure that third parties do not get acquainted with the above content in any possible method.
Article 14. Applicable law
1. All agreements between the Client and CraneConsultancy BV are exclusively governed by Dutch law.
2. All disputes related to or arising from the interpretation and / or fulfillment of the contract will be settled by the Court of Utrecht in the Netherlands, unless they are not authorized to settle certain matters another court in the Netherlands who is authorized will be appointed.