General terms and conditions
Article 1. Definitions
In these general terms and conditions, the following terms shall have the following meanings:
- Bastiaansen Services: the enterprise as defined in article 2 of these general terms and conditions;
- Other Party: the company with whom Bastiaansen Services has entered into an agreement
- Agreement: any agreement between Bastiaansen Services and the Other Party for the provision of Services by Bastiaansen Services to the Other Party;
- Parties: the Other Party and Bastiaansen Services together;
- In Writing: notification by e-mail, by post, or by WhatsApp;
- Third Party(ies): Other natural or legal persons who are not part of this Agreement;
- Services: The Services provided by Bastiaansen Services. These include, but are not limited to, the installation, modification, application or processing of solutions in the field of installation technology;
- Products: the Products that are supplied by Bastiaansen Services. This may include, but is not limited to, nuts, bolts and screws.
Article 2. Bastiaansen Services
Name company: Bastiaansen Services Street name and number: Emmastraat 1 Postal code and city: 4751 BX Oud Gastel Telephone number: 06 27 04 25 55
KvK number: 54355362
Article 3. General provisions
- These general terms and conditions apply to all offers and all (legal) acts of Bastiaansen Services and to all agreements concluded between Bastiaansen Services and the Other Party.
- If the agreement is concluded electronically, then, contrary to the previous paragraph, and before the agreement is concluded, the text of these general terms and conditions will be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, then before the agreement is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that, at the request of the Other Party, they will be sent electronically or otherwise free of charge.
- Unless expressly agreed upon otherwise in Writing, the applicability of other general conditions is excluded.
- Deviations from or additions to these general terms and conditions shall only be valid if expressly agreed upon in Writing.
- If and insofar as no appeal can be made to any provision of these general terms and conditions and/or the Agreement on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will in any case be accorded a meaning corresponding as closely as possible to its content and purport, so that an appeal can be made to it.
- The Other Party is obliged to take out insurance for transport by Bastiaansen Services of parts of the Other Party. Bastiaansen Services cannot be held liable for any damage that may occur as a result of the transport of components of the Other Party by Bastiaansen Services. If Bastiaansen Services, at the instruction of and/or on behalf of the Other Party, transports components and/or objects belonging to the Other Party, then the Other Party will be fully liable for any damage that may occur to the components and/or objects.
- Bastiaansen Services cannot guarantee that the work it carries out will always achieve the result desired by the Other Party. The accepted order leads to an effort commitment and not to a result commitment.
- Bastiaansen Services is entitled to engage Third Parties for the execution of the Agreement.
- The effect of Article 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code is/are excluded.
Article 4. The offer
- If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
- The offer contains a complete and accurate description of the Products and/or Services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Other Party. Obvious errors or mistakes concerning, for example, the amounts displayed are not binding on Bastiaansen Services.
Article 5. The agreement
- The agreement is concluded at the moment the Other Party accepts the offer and fulfills the conditions laid down in that offer.
- If any provision of these general terms and conditions or an agreement proves to be invalid, void or is voided, this shall not affect the validity of the general terms and conditions or the Agreement as a whole. The Parties shall consult together in order to agree on a new provision to replace the void or voided provision, taking into account, as far as possible, the objective and purpose of the void or voided provision.
- Bastiaansen Services reserves the right not to execute an Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) meet its (financial) obligations. If Bastiaansen Services refuses to execute, it will inform the Other Party in Writing of this refusal within a reasonable time after entering into the Agreement.
- These general conditions also apply to future, additional and/or follow-up assignments/Agreements.
- Agreed upon delivery dates are always indicative. The delivery periods are never final deadlines. Exceeding a period therefore does not give the Other Party any right to compensation.
- If the Other Party has accepted the offer electronically, Bastiaansen Services will immediately confirm receipt of acceptance of the offer electronically.
Article 6. Dissolution and notice periods
- If the Other Party does not fulfill one or more of its obligations, or does not fulfill them on time or adequately, is declared bankrupt, applies for (temporary) suspension of payments and/or deferral of payments, proceeds to liquidate its business, or if its assets are seized in whole or in part, Bastiaansen Services has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default in whole or in part by means of a Written statement, all this at its discretion and always without prejudice to any of its rights to compensation for costs, damages and interest.
- If the Agreement is terminated on the grounds of force majeure, Bastiaansen Services shall be entitled to payment for hours already worked or investments already made at the time of termination of the Agreement.
- Notice of termination of an Agreement shall be given in writing by the end of the month with due observance of a notice period of two (2) weeks.
Article 7. Liability
- Bastiaansen Services is not liable for indirect and direct damages. Not excluded is the liability of Bastiaansen Services for damages resulting from intent or gross negligence of Bastiaansen Services.
- If Bastiaansen Services is nevertheless liable for direct damage, Bastiaansen Services's total liability will be limited to compensation for damage up to the amount of the fee (excluding VAT) stipulated for the Agreement.
- The amount of the compensation shall never exceed the amount paid out by the liability insurance.
- If the Agreement is a continuing performance contract with a term of more than six months, the fee stipulated for that contract will be set at the total of the fees (excluding VAT) for the past 6 (six) months.
- Direct damage is understood to mean:
- Reasonable costs that the Other Party would have to make to make the performance of Bastiaansen Services to meet the Agreement; however, this replacement damage will not be compensated if the Agreement is dissolved by or at the suit of the Other Party;
- Reasonable costs incurred by the Other Party in being forced to keep its old system or systems and associated facilities operational for a longer period because Bastiaansen Services failed to deliver on a final delivery date that was binding for it, less any savings resulting from the delayed delivery;
- Reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
- Reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to limitation of damage within the meaning of these terms and conditions.
- The Other Party indemnifies Bastiaansen Services for any claims by Third Parties, who suffer damage in connection with the execution of the Agreement.
- The existence of any right to compensation is always conditional upon the Other Party reporting the damage in Writing to Bastiaansen Services as soon as possible after the damage arose. Each claim for compensation against Bastiaansen Services expires by the mere lapse of 12 (twelve) months after the claim arose.
- The Company is not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
- Bastiaansen Services is not liable for damage of any kind, because Bastiaansen Services has relied on incorrect and/or incomplete information provided by the Other Party.
Article 8. Force majeure
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Bastiaansen Services to comply with any obligation towards the Other Party cannot be attributed to Bastiaansen Services in the event of a circumstance independent of the will of Bastiaansen Services, as a result of which the compliance with its obligations towards the Other Party is wholly or partially impeded or as a result of which the compliance with its obligations cannot reasonably be required from Bastiaansen Services. These circumstances include non-performance by suppliers or other Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures and the failure of bicycles and equipment with which the Products must be transported or assembled.
- If a situation as referred to in paragraph 1 of this article occurs as a result of which Bastiaansen Services cannot fulfill its obligations towards the Other Party, these obligations will be suspended for as long as Bastiaansen Services cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted 30 (thirty) calendar days, both Parties are entitled to dissolve the Agreement in whole or in part in Writing. In that case, Bastiaansen Services will not be obliged to pay compensation for any damage, even if Bastiaansen Services gains any advantage as a result of the force majeure situation.
- If the Agreement is terminated on the grounds of force majeure, Bastiaansen Services is entitled to payment for the hours already worked or the investments already made at the time of the termination of the agreement.
Article 9. Fee/Price
- All amounts are in Euros and exclusive of sales tax and other government levies, unless otherwise agreed upon.
- Bastiaansen Services reserves the right to make an inflation correction once a year.
- The agreed upon amounts are based on cost price determining factors at the time of the offer. Bastiaansen Services reserves the right to pass on to the Other Party, 3 (three) months after concluding the agreement, any changes in cost price
determining factors over which Bastiaansen Services has no reasonable influence, such as increases in excise duties, social security contributions, insurance payments or turnover tax, up to a maximum of 20% of the original amount.
- A compound quotation does not oblige Bastiaansen Services to execute a part of the assignment for a corresponding part of the quoted amount.
- Discounts and quoted amounts do not automatically apply to future orders.
Article 10. Payment and invoicing
- Insofar as not otherwise provided for in the agreement or supplementary conditions, the amounts owed by the Other Party must be paid within 30 (thirty) days after the invoice date.
- The Counterparty has the duty to report inaccuracies in data provided or specified payment immediately to Bastiaansen Services.
- If the Other Party does not meet its payment obligation(s) in time, this will be pointed out by Bastiaansen Services. The Other Party will be in default and will owe the statutory (commercial) interest on the outstanding amount. Furthermore, Bastiaansen Services is entitled to charge extrajudicial collection costs.
- In the event of (a reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt restructuring within the framework of the WSNP, the claims of Bastiaansen Services on the Other Party and the obligations of the Other Party towards Bastiaansen Services are immediately due and payable.
- Payments made by the Other Party shall first be applied to settle all interest and costs due, and secondly to settle due and payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.
Article 11. Delivery
- The place of delivery is the address that the Other Party has made known to Bastiaansen Services.
- If delivery of an ordered Product proves to be impossible, Bastiaansen Services will make every effort to provide a replacement Product. No later than the delivery will be reported to the Other Party - in a clear and comprehensible manner - that a replacement item is delivered. For replacement items, the right of withdrawal cannot be excluded. The costs of any return shipment for these Products (replacement items) are borne by Bastiaansen Services.
- The risk of damage and / or loss of Products rests with Bastiaansen Services until the time of delivery with the Other Party or a previously designated and Bastiaansen Services announced representative, unless otherwise expressly agreed.
- All delivery periods are indicative. The Other Party may not derive any rights from any periods stated. Exceeding a term does not give the Other Party a right to any (sorts of) compensation.
Article 12. Complaints
- The Other Party can no longer invoke a defect in the performance if it has not protested to Bastiaansen Services within 1 (one) week of discovering the defect or
when it should reasonably have discovered it. If there is a visible defect on delivery, a period of 48 (forty-eight) hours applies.
- The Other Party must give Bastiaansen Services at least 1 (one) week to resolve the complaint in mutual consultation.
- If a complaint is not reported to Bastiaansen Services within the time limits mentioned in the previous paragraphs, the Product is deemed to comply with the agreement and to function in accordance with the agreement.
- Complaints do not suspend the Other Party's payment obligation.
Article 13. Transfer
- Rights of the Other Party under this agreement cannot be transferred without the prior Written consent of Bastiaansen Services. This provision is a clause with effect under property law as referred to in Article 3:83 (2) of the Dutch Civil Code.
Article 14. Retention of title
- The ownership of the delivered goods will only be transferred to the Other Party when all amounts owed by the Other Party to Bastiaansen Services on account of deliveries or work have been paid in full.
- In such a case, Bastiaansen Services will be entitled to unhindered access to the Product. The other party will grant all cooperation to Bastiaansen Services in order to give Bastiaansen Services the opportunity to exercise the retention of title included in paragraph 1 by taking back the Product, including any dismantling required for that purpose.
- The ownership of all goods sold and delivered by Bastiaansen Services to the Other Party will remain with Bastiaansen Services as long as the Other Party has not paid the claims arising from the Agreement or previous or subsequent similar Agreements, as long as the Other Party has not paid the work performed or to be performed under these or similar agreements and as long as the Other Party has not paid the claims of Bastiaansen Services due to failure in the fulfillment of such obligations, including claims relating to fines, interest and costs, all this as referred to in article 3:92 of the Dutch Civil Code.
- The Other Party is not authorized to pledge or otherwise encumber the items falling under the retention of title.
- The Other Party hereby grants unconditional and irrevocable permission to Bastiaansen Services or a Third Party to be appointed by Bastiaansen Services, in all cases in which Bastiaansen Services wishes to exercise its property rights, to enter all those places where its property will be located and to take those goods with them.
- If the Other Party has obtained the ownership of the goods delivered under retention of title by accession or confusion, and if the Other Party has not yet paid the claims referred to in paragraph 1, the Other Party will be obliged, upon request of Bastiaansen Services, to transfer the ownership of the delivered goods back to Bastiaansen Services. If this requires the establishment of a right of superficies as referred to in Article 5:101 of the Dutch Civil Code, the Other Party is obliged to cooperate.
- If Third Parties seize goods delivered under retention of title or wish to establish or assert rights over them, the Other Party is obliged to inform Bastiaansen Services as soon as may reasonably be expected.
Article 15. Additional work
- If Bastiaansen Services, at the request of the Other Party or at its own request and with the prior Written consent of the Other Party, has carried out activities or other performances which go beyond the content or scope of the agreement, these activities or performances will be compensated by the Other Party according to the usual tariffs of Bastiaansen Services. The Other Party is never obliged to comply with such a request and may demand that a separate Written Agreement be concluded for this purpose.
- The Other Party accepts that work or performance as referred to in paragraph 1 of this article may influence the agreed objectives and expectations.
- Insofar as a fixed amount has been agreed for the Services, Bastiaansen Services will always inform the Other Party in Writing in advance of the financial consequences of the additional work.
Article 16. Intellectual Property
- All intellectual property rights relating to and/or resulting from the Services provided by Bastiaansen Services are vested in Bastiaansen Services. The Other Party only obtains the non-exclusive and non transferable user rights that are explicitly granted by these conditions and the law. Any other or further rights of the Other Party are excluded.
- The documents provided by Bastiaansen Services to the Other Party are exclusively intended to be used by the Other Party. The Other Party is not allowed to publish and/or reproduce the obtained information in whatever form. This includes editing, selling, making available, distributing and integrating - whether or not after editing - in networks, except that such disclosure and/or reproduction is permitted in Writing by Bastiaansen Services and/or such disclosure and/or reproduction arises from the nature of the agreement with Bastiaansen Services.
- Bastiaansen Services reserves the right to use the knowledge acquired in the execution of the work for other purposes, provided that no confidential information of the Other Party is provided to Third Parties.
- Unless otherwise agreed upon, the Other Party is not authorized to grant sub- licenses to Third Parties.
- Bastiaansen Services has the right to use the name and logo of the Other Party as a reference or promotion.
- The other party indemnifies Bastiaansen Services for the claims of Third Parties concerning intellectual property rights.
- If Bastiaansen Services has copyright on a portrait commissioned by the Other Party, the Other Party grants Bastiaansen Services permission to publish the work. This publication is therefore not an infringement of the portrait right of the Other Party.
- If the Other Party acts in violation of this article, the Other Party will owe an immediately payable penalty equal to three times the stipulated amount for that agreement, without prejudice to Bastiaansen Services's right to compensation.
Article 17. Confidentiality
- The Other Party is obliged to keep all confidential information, which the Other Party has obtained from Bastiaansen Services within the framework of the agreement, confidential. Information is confidential if this is communicated by Bastiaansen Services or if this reasonably follows from the nature of the information.
- If the Other Party breaches paragraph 1 of this provision, the Other Party will, irrespective of whether the breach is attributable to the Other Party and without prior notice of default or legal proceedings, owe Bastiaansen Services an immediately payable penalty of 20,000 euros (twenty thousand euros) for each breach without the need for any form of damage, without prejudice to Bastiaansen Services's other rights, including its right to claim damages in addition to the penalty.
Article 18. Employee clause
- During the term of the Agreement as well as 1 (one) year after its termination, the Other Party shall not, without the prior Written consent of Bastiaansen Services, take on employees of Bastiaansen Services who are or were involved in the execution of the Agreement or otherwise have them work for it, directly or indirectly.
- In such a case, Bastiaansen Services will not withhold its consent if the Other Party has offered appropriate compensation. Adequate compensation is defined as compensation of 10 (ten) monthly salaries.
Article 19. Exclusivity
- For the duration of the Agreement, the Other Party grants the Bastiaansen Services the exclusive right to carry out the assigned assignment.
Article 20. Set-off and suspension
- The Other Party's right of suspension and right of set-off are expressly excluded.
Article 21. Applicable law
- Agreements between Bastiaansen Services and the Other Party to which these general terms and conditions apply will be governed exclusively by Dutch law.
- Disputes between Parties will be resolved as much as possible through proper consultation. All disputes between the Other Party and Bastiaansen Services will be settled exclusively by the competent court in the district where Bastiaansen Services has its registered office.
Article 22. Survival
- The provisions of the general conditions and the agreement which are intended to remain in force after termination of the agreement shall remain in full force after the termination of the agreement.
Article 23. Amendment or supplementation
- Bastiaansen Services is entitled to unilaterally amend or supplement these general terms and conditions. In that case, Bastiaansen Services will inform the Other Party in time of the changes or additions.
- There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.