Contact details
Phone: +31 (0) 20 895 10 06
E-mail: info@esdoorndevries.nl
Address: Dynamostraat 44, 1014 BK Amsterdam
Definitions
Esdoorn De Vries B.V.: Esdoorn De Vries B.V., located in Amsterdam under KvK number KVK 84743409.
Customer: The person with whom Esdoorn De Vries B.V. has entered into an agreement
Parties: Esdoorn De Vries B.V. and customer together
Article 1 - Applicability of general terms and conditions
These terms and conditions apply to all offers, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Esdoorn De Vries B.V..
Parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
The parties expressly exclude the applicability of additional and/or different general terms and conditions of the customer or third parties.
Article 2 - Offers and offers
Offers and quotes from Esdoorn De Vries B.V. are without obligation, unless explicitly stated otherwise.
An offer or quote is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer or quote.
If the customer does not accept an offer or quote within the applicable period, the offer or quote expires.
Offers and quotes do not apply to backorders unless the parties expressly agree in writing.
Article 3 - Acceptance
Upon acceptance of a free quote or offer, Esdoorn De Vries B.V. reserves the right to withdraw the quote or offer within 3 days of receipt of acceptance, without the customer being able to derive any rights from this.
Oral acceptance by the customer only binds Esdoorn De Vries B.V. after the customer has confirmed this in writing (or electronically).
Article 4 - Prices
All prices used by Esdoorn De Vries B.V. are in euros, exclude VAT and exclude any other costs such as administrative costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or otherwise agreed.
Esdoorn De Vries B.V. can change all prices that Esdoorn De Vries B.V. charges for its services, on its website or that are otherwise announced, Esdoorn De Vries B.V. can change at any time.
The parties agree on a total amount per 4 weeks as a target price for services provided by Esdoorn De Vries B.V. unless the parties have expressly agreed in writing a fixed price that cannot be deviated from.
Esdoorn De Vries B.V. has the right to adjust prices annually.
Prior to its entry into force, Esdoorn De Vries B.V. will communicate price adjustments to the customer.
Article 5 - Payments and payment terms
The customer must have made payments within 14 days of the invoice date.
Payment terms are considered to be strict payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term at the latest, he is in default and in default by operation of law, without Esdoorn De Vries B.V. having to send or give the customer a reminder.
Esdoorn De Vries B.V. reserves the right to make a delivery subject to immediate payment or to demand security for the total amount of the services without cancelling the agreement.
Article 6 - Consequences of late payment
If the customer fails to pay within the period of 14 days, the customer is in default by operation of law. The customer then owes interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies, where part of a month is counted as a whole month. The interest on the due amount will be calculated from the moment the Client is in default until payment of the full amount.
If the customer is in default, he also owes extrajudicial collection costs and any compensation to Esdoorn De Vries B.V..
The collection costs are calculated on the basis of the Extrajudicial Collection Costs Reimbursement Decree.
If the customer does not pay in time, Esdoorn De Vries B.V. may suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Esdoorn De Vries B.V.'s claims against the customer are immediately due and payable.
If the customer refuses to cooperate in the execution of the agreement by Esdoorn De Vries B.V., he is still obliged to pay the agreed price to Esdoorn De Vries B.V.
Article 7 - Right of suspension
Article 8 - Settlement
Article 9 - Insurance
The customer undertakes to insure the following items adequately and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement;
- matters of Esdoorn De Vries B.V. that are present at the customer's place;
- goods that have been delivered under retention of title.
At the first request of Esdoorn De Vries B.V., the customer provides the policy for these insurances for inspection.
Article 10 - Warranty
Article 11 - Implementation of the agreement
Esdoorn De Vries B.V. will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Esdoorn De Vries B.V. reserves the right to have the agreed service (partially) provided by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement from the customer.
It is the customer's responsibility that Esdoorn De Vries B.V. can start executing the agreement in time.
If the customer has not ensured that Esdoorn De Vries B.V. can start executing the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.
Article 12 - Provision of information by the customer
The customer shall make all information, data and documents relevant to the correct execution of the agreement available to Esdoorn De Vries B.V in a timely and desired form and manner.
The customer guarantees the accuracy, completeness and reliability of the information, data and documents provided, even if they come from third parties, unless the nature of the agreement dictates otherwise.
If and insofar as the customer requests this, Esdoorn De Vries B.V. will return the relevant documents.
If the customer does not provide, not timely or properly, the information, data or documents reasonably required by Esdoorn De Vries B.V. and the execution of the agreement is therefore delayed, the resulting additional costs and extra hours will be borne by the customer.
Article 13 - Duration of the service agreement
The agreement between Esdoorn De Vries B.V. and the customer concerning a service or services is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If a fixed-term agreement has been entered into, it will be automatically converted into an agreement for an indefinite period after the end of the period, unless one of the parties terminates the agreement with a notice period of 4 working weeks, as a result of which the agreement ends by operation of law.
Article 14 - Termination of the service agreement for an indefinite period
Article 15 - Intellectual Property
Esdoorn De Vries B.V. reserves all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers of data or other information, quotes, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
The customer may not copy, show and/or make available or otherwise use the said intellectual property rights without the prior written consent of Esdoorn De Vries B.V.
Article 16 - Non-takeover of staff
From receiving a quote, during the term of the agreement or for a period of 2 years after termination of the cooperation, the customer is not allowed to hire employees of the supplier or have them work at other companies without Esdoorn de Vries' prior written consent.
If the customer does not comply with paragraph 1 of this article, default will automatically occur and the customer will have to pay Esdoorn de Vries an immediately due and payable penalty of €50,000 per offence. This is in addition to Esdoorn de Vries' right to claim compensation from the Client.
Article 17 - Confidentiality
The customer keeps any information (in whatever form) that he receives from Esdoorn De Vries B.V. secret.
The same applies to all other information concerning Esdoorn De Vries B.V. that the customer knows or can reasonably suspect is secret or confidential, or where he can expect that distribution may cause damage to Esdoorn De Vries B.V.
The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information:
- that was already public before the customer learned this information or that later became public without this being the result of a breach of the customer's duty of confidentiality
- that is made public by the customer on the basis of a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiration.
Article 18 - Penalty clause
If the customer violates the article of these general terms and conditions on confidentiality or intellectual property, he forfeits an immediately due penalty of €5,000 for each trade name violation.
In addition, the other party forfeits an amount of 5% of the amount specified in paragraph 1 for each day that violation continues.
The forfeiture of this penalty does not require prior notice of default or court proceedings. There also does not have to be any form of damage.
The forfeiture of the penalty referred to in paragraph 1 of this article does not affect Esdoorn De Vries B.V.'s other rights, including its right to claim compensation in addition to the penalty.
Article 19 - Indemnification
Article 20 - Complaints
The customer must investigate a product or service provided by Esdoorn De Vries B.V. for any shortcomings as soon as possible.
If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Esdoorn De Vries B.V. as soon as possible, but in any case within 1 month after discovery of the shortcomings.
In doing so, the customer provides as detailed a description as possible of the shortcoming, so that Esdoorn De Vries B. V. is able to respond appropriately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this cannot in any case mean that Esdoorn De Vries B.V. can be held to perform activities other than those agreed.
Article 21 - Notice of default
Article 22 - Customer joint and several liability
Article 23 - Liability of Esdoorn De Vries B.V.
Esdoorn De Vries B.V. is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
If Esdoorn De Vries B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
Esdoorn De Vries B.V. is never liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
If Esdoorn De Vries B.V. is liable, this liability is limited to the amount paid out by a (professional) liability insurance and, in the absence of (full) payment by an insurance company of the amount of damage, liability is limited to the (part of) the invoice amount to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Article 24 - Expiration period
Article 25 - Right to terminate
The customer has the right to terminate the agreement if Esdoorn De Vries B.V. imputably fails to fulfil its obligations, unless, in view of its special nature or minor importance, this shortcoming does not justify termination.
If the fulfillment of the obligations by Esdoorn De Vries B.V. is not permanently or temporarily impossible, termination can only take place after Esdoorn De Vries B.V. is in default.
Esdoorn De Vries B.V. has the right to terminate the agreement with the customer if the customer does not fully or not fulfil its obligations under the agreement in a timely manner, or if Esdoorn De Vries B.V. has become aware of circumstances that give him good reason to fear that the customer will not be able to fulfil his obligations properly.
Article 26 - Force majeure
In addition to the provisions of article 6:75 of the Civil Code, a failure by Esdoorn De Vries B.V. in fulfilling any obligation towards the customer cannot be attributed to Esdoorn De Vries B.V. in a situation independent of Esdoorn De Vries B.V.'s will, as a result of which Esdoorn De Vries B.V. is fully or partially prevented from fulfilling its obligations towards the customer or as a result of which Esdoorn De Vries B.V. does not reasonably comply with its obligations. may be required.
The force majeure situation referred to in paragraph 1 also includes - but is not limited to - a state of emergency (such as civil war, rebellion, riots, natural disasters, etc.); non-performance and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
If a force majeure situation occurs that prevents Esdoorn De Vries B.V. from fulfilling one or more obligations to the customer, those obligations will be suspended until Esdoorn De Vries B.V. can meet them again.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.
In a situation of force majeure, Esdoorn De Vries B.V. does not owe any (damage) compensation, even if it enjoys any advantage as a result of the force majeure situation.
Article 27 - Amendment to the agreement
If, after concluding the agreement, it appears necessary to change or supplement its content for its execution, the parties will amend the agreement accordingly in good time and in mutual consultation.
Article 28 - Amendment to the general terms and conditions
Esdoorn De Vries B.V. is entitled to change or supplement these general terms and conditions.
Minor changes can be made at any time.
Esdoorn De Vries B.V. will discuss major changes in content with the customer in advance as much as possible.
Article 29 - Transfer of rights
Customer rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Esdoorn De Vries B.V..
This provision is considered a clause with property law effect as referred to in article 3:83, paragraph 2, of the Civil Code.
Article 30 - Consequences of nullity or voidability
If one or more provisions of these general terms and conditions prove null and void or voidable, this will not affect the other provisions of these terms and conditions.
In that case, a provision that is null and void or voidable will be replaced by a provision that comes closest to what Esdoorn De Vries B.V. had in mind when drawing up the terms and conditions at that point.
Article 31 - Applicable law and competent court
Every agreement between the parties is exclusively governed by Dutch law.
The Dutch court in the district where Esdoorn De Vries B.V. is located/practices/has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on January 01, 2023
