Terms and Conditions
Article 1 General provisions
- Van Eeuwen Management, Coaching & Consultancy, hereinafter referred to as VEMMC, is engaged in advising organizations in the field of ICT, and supports these organizations by acting as an interim Project Manager for the duration of the project.
- These general terms and conditions apply to all behavior of VEMMC, including in any case but not limited to offers from VEMMC and agreements between VEMMC and its client, hereinafter referred to as: “Client”.
- Deviations from the general terms and conditions are only valid if they have been expressly agreed in writing between VEMMC and the Client.
- The applicability of any purchase and other conditions of the Client is expressly rejected.
- If and as soon as it has been established that one or more provisions in these general terms and conditions are invalid, void or legally nullified, the other provisions of these terms and conditions will remain in full force and effect and VEMMC and the Client will cancel the invalid, void or voided replace the provisions by provisions that correspond as much as possible with the invalid, void or voided provisions in terms of purpose and purport.
- Failure by VEMMC at any time to demand compliance with one or more provisions of the agreement, including the provisions in these general terms and conditions, in no way affects VEMMC’s rights to demand compliance by the Client at a later date. to demand.
- The general terms and conditions do not apply if and insofar as deviated from in the agreement between VEMMC and the Client.
Article 2 Offers, conclusion and amendment of the agreement
- All offers made by VEMMC to the Client are without obligation, unless explicitly stated otherwise in the offer.
- An agreement is only concluded by written agreement between VEMMC and its client.
Article 3 Prices and payment
- All prices quoted by VEMMC are exclusive of VAT and other government levies, unless explicitly stated otherwise. Payments must be made including VAT and/or other levies.
- The prices only apply to the goods, services and works specified in the agreement. All goods delivered, work performed and/or services rendered by VEMMC in addition thereto will be charged separately at prices applicable on the day of delivery or service.
- Prices quoted by VEMMC are based on the purchase prices, taxes and other such factors applicable at the time of the statement. If one or more of the aforementioned factors change after the agreement has been concluded, VEMMC is entitled to change the agreed price.
- All invoices will be paid by the Client in accordance with the payment conditions agreed and stated on the invoice. In the absence of such conditions, the Client must pay within 14 days of the invoice date.
- If the Client does not pay the amounts due within the agreed term, the Client will be in default by operation of law and the Client will owe statutory interest on the outstanding amount, without prejudice to its other obligations.
- Costs of collection, both judicial and extrajudicial, are for the account of the Client, with a minimum of €250.
- Payments made by the Client always serve in the first place to settle all interest and costs owed and, in the second place, the payable invoices that have been outstanding the longest.
Article 4 Complaint
- If the Client objects to an invoice, it must submit a written complaint no later than 8 days after the invoice date, failing which any claim of the Client against VEMMC will lapse.
- Complaints do not suspend the Client’s obligations.
Article 5 Dissolution and termination
- VEMMC may, without being obliged to pay any compensation on account thereof, in writing with immediate effect and without judicial intervention dissolve its agreement with the Client in whole or in part if:
a. the Client applies for a moratorium or bankruptcy or is declared bankrupt or offers a settlement outside bankruptcy, or if any part of its assets is attached;
b. the Client is placed under administration or guardianship;
c. the statutory debt rescheduling scheme is pronounced with regard to the Client;
d. the Client ceases its activities, ceases to pursue its statutory purpose, decides to liquidate, otherwise loses its legal personality or transfers or merges its business;
e. the Client fails to fulfill one or more obligations arising from the relevant agreement, or fails to do so on time or properly.
- Due to the dissolution, mutually existing claims become immediately due and payable.
- The provisions of the previous paragraph do not affect the other rights accruing to VEMMC in the event of a failure in the performance of the Client, such as those to claim compensation and/or fulfillment of the agreement.
- If the agreement by its nature and content does not end by means of a specific performance and has been entered into for an indefinite period of time, it may be terminated by written notice of termination by either party after proper consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable period of notice must be taken into account. In that case, VEMMC will never be obliged to pay compensation due to termination.
Article 6 Force majeure
- If, as a result of force majeure, which is understood to mean a circumstance that prevents fulfillment of the agreement and cannot be attributed to VEMMC, fulfillment by VEMMC will not be possible without shortcoming, it has the right to terminate the agreement in whole or in part. or to temporarily suspend the execution of the agreement, without being obliged to pay any compensation.
- Force majeure is in any case but not limited to strikes and illness of the staff, business interruption, government measures and transport disruptions, all this if these occur at VEMMC as well as at its suppliers.
- If VEMMC has already partially fulfilled its obligations before the occurrence of force majeure, or will only be able to partially fulfill its obligations due to the occurrence of force majeure, it is entitled to separately invoice the part already delivered or the part that can be delivered and the Client is obliged to pay this invoice as if it concerned a separate agreement.
- VEMMC also has the right to invoke force majeure if the non-attributable circumstance that prevents the fulfillment of its obligation only occurs after it should have fulfilled its obligation.
Article 7 Liability
- VEMMC does not accept any liability for damage other than the cases referred to in this article.
- Liability of VEMMC for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption, is excluded at all times.
- VEMMC only accepts liability for the direct damage suffered by the Client, which is the result of an attributable shortcoming in its obligations under the agreement or from tort, up to the amount equal to the amount invoiced to the Client on the basis of the agreement or amounts to be invoiced excluding VAT and other government levies, up to a maximum of € 50,000.
- The liability of VEMMC due to an attributable shortcoming in the fulfillment of an agreement only arises if the Client has given VEMMC notice of default immediately and properly in writing, thereby setting a reasonable term to remedy the shortcoming, and VEMMC is also attributable to the continues to fail to fulfill its obligations. The notice of default must contain such a detailed description of the shortcoming that VEMMC is able to respond adequately.
- VEMMC is not liable if a shortcoming is the result of force majeure.
- The restrictions included in this article do not apply if the damage is the result of intent or gross negligence on the part of VEMMC or its managerial subordinates.
- Any liability of VEMMC lapses after one year, calculated from the moment of the occurrence of the damage, on the understanding that any liability of VEMMC lapses in any case after one year, calculated from the end of the the contract with which the damage is most closely related.
Article 8 Indemnification
- The Client indemnifies VEMMC against all possible claims by third parties that have arisen as a result of non-compliance by the Client with the obligations resting on the Client pursuant to an agreement and these general terms and conditions.
- The Client further indemnifies VEMMC against claims from third parties with regard to damage arising in connection with the execution of an assignment.
- If the Client is held liable by a third party with regard to damage for which the Client and/or the third party can or will hold VEMMC (jointly) liable, VEMMC is obliged to inform VEMMC thereof in writing within 8 days after the claim by the third party on the to notify.
- The Client will only settle such claims in consultation with VEMMC on pain of forfeiture of the Client’s claims against (Company name).
Article 9 Confidentiality
The parties are obliged to maintain the confidentiality of all information they receive from each other in the context of the agreement, unless they are legally obliged to provide information to third parties.
Article 10 Disputes and applicable law
- All disputes that cannot be settled amicably between the parties will be settled by the competent court in Almelo.
- Agreements between VEMMC and the Client are governed by Dutch law.