General Terms and Conditions

Definitions

1. The contractor: the natural or legal person to whom the work has been assigned.
2. The client: the natural or legal person who assigns the work or places an order.
3. The specification: the description of the work, the related drawings and the regulations and conditions applicable to the work.
4. The work: the work to be carried out or the supply or service to be provided.
5. Day: calendar day.
6. Working day: a calendar day, unless it falls on a general public holiday or a rest day or public holiday recognised at the place of the work, or a holiday or other non-individual day off prescribed by the government or under or pursuant to a collective labour agreement.
7. Quotation: the written offer.

Applicability

1. These general terms and conditions apply to all quotations and agreements between the contractor and the client. Deviations from these general terms and conditions are only valid insofar as they have been expressly accepted in writing by the contractor.
2. If, upon confirmation of the order, the client does not expressly contest the applicability of these general terms and conditions and does not refer to its own general terms and conditions, then the client’s general terms and conditions can never apply.
3. At all times it shall apply that the client’s general terms and conditions shall only be binding on the contractor if the contractor has expressly accepted them in writing.

Offer

1. Offers made by the contractor – in whatever form – are, unless the contractor has stated otherwise in writing, without obligation.
2. Each offer constitutes one indivisible whole and, subject to Article 7, remains valid for 30 days from the date thereof, unless expressly stated otherwise in writing.
3. All offers are made in accordance with the specification and/or request for price, subject to price increases and any other changed circumstances that could affect the terms of the agreement to be concluded. In all such cases the contractor has the authority – subject to the provisions of Article 8.3 – to increase the prices already agreed in accordance with the changed circumstances.
4. Where possible, the offer states the time at which the work can be commenced.
5. The offer provides insight into the price and the pricing method to be used: fixed price, target price or daywork:
   1. Under the “fixed price” method, the parties agree a fixed amount (contract sum) for which the work will be carried out.
   2. Under the “target price” method, the contractor provides the most accurate possible estimate of the cost of the work.
   3. Under the “daywork” method, the contractor provides an accurate statement of the price factors: hourly rate and unit prices of the required materials and equipment.
6. If desired, the offer is accompanied by a copy of these general terms and conditions.
7. If, after an offer has been made, an order is not forthcoming, the costs of the calculation may be charged, provided that the client has agreed to this calculation fee in writing prior to the quotation being issued.

Errors, inaccuracies and obvious mistakes

1. All information provided by the contractor – including quotations, prices, product and material specifications, drawings, calculations, correspondence, publications, digital data and other communications – is compiled with the greatest possible care. Nevertheless, the contractor cannot guarantee that all information provided is at all times complete, correct and up to date.
2. Obvious or unintended errors, typing mistakes, calculation errors, price deviations, technical faults or other mistakes that are reasonably recognisable to the client do not bind the contractor.
3. If an error or inaccuracy is identified, the contractor is entitled to correct it and – where applicable – to adjust performance of the agreement in accordance with the correct information, before any further work is carried out.
4. If an error, mistake or inaccuracy is such that performance of the agreement would lead for the client to unreasonable, disproportionate or unacceptable consequences, the client is entitled to terminate the agreement free of charge, unless the client has already accepted the correct information without reservation.
5. Without prejudice to the right of termination free of charge referred to in clause 4, the contractor is not liable for damage arising from errors or inaccuracies as referred to in this article, unless there is intent or wilful recklessness on the part of the contractor.

Formation of the agreement

1. The agreement is formed by the client’s notice of acceptance of the offer to the contractor.
2. Changes to the agreement must be recorded in writing.

Rights and obligations: contractor

1. The contractor shall carry out the work in accordance with the provisions of the agreement.
2. The work will be performed during the contractor’s normal working hours, unless otherwise agreed.
3. In performing the work, the contractor shall observe the applicable specification as in force at the time the work is carried out.
4. The contractor shall ensure that the work is carried out by suitably qualified persons.
5. If the contractor has warned the client in this respect and, nevertheless, the client has required that the relevant work be carried out on an unsound substrate, the contractor shall not be liable for the work performed by it on that substrate.
6. The contractor shall ensure that the statutory obligations relating to the payment of social security contributions and payroll tax in connection with the work assigned to it are complied with promptly.

Rights and obligations: client

1. The client shall enable the contractor to carry out the work.
2. The client shall ensure that the contractor has timely access to the full specification, the approvals required for the work (such as permits, exemptions and decisions) and the other information to be supplied for the work.
3. If detailed drawings contain remarks such as “dimensions to be checked on site” or similar, the contractor assumes that these dimensions have been checked by the client and found to be correct. In addition, within eight days after placing the order the client shall provide a delivery schedule stating on which dates the various components must be delivered and/or the work must be commenced and completed.
4. If the delivery schedule and/or planning cannot be aligned with the contractor’s production, the contractor is entitled to impose additional conditions or to revoke the order in whole or in part.
5. The client shall ensure that work and/or deliveries to be carried out by third party(ies) that do not form part of the contractor’s work are carried out in such a way and in such time that performance of the work is not delayed. If a delay nevertheless occurs, the client must inform the contractor thereof in good time.
6. If commencement of the work is delayed by circumstances as referred to in clause 7.5, the related damage and costs incurred by the contractor must be reimbursed by the client.
7. If the progress of the work is delayed by circumstances for which the client is liable, the resulting damage and costs must be reimbursed by the client.
8. If the contractor provides help or assistance of any kind, this is done outside the contractor’s responsibility and at the client’s expense and risk.
9. Advice, facilities and work performed by third parties, whether or not based on data and drawings provided by the contractor, which affect or may affect the contractor’s performance, are at the client’s expense and risk.
10. The client shall ensure that upon arrival at the site the contractor’s work can commence immediately and can be carried out during normal working hours. Work outside normal working hours must be tolerated if the contractor deems this necessary.
11. The client bears the risk of damage caused by defects in materials or tools made available by it, or required by it, unless the defects were apparent to the contractor and it failed to point them out to the client. The contractor is liable for a shortcoming in performance of the agreement that is attributable to it.
12. The client shall provide the available connection facilities for the utilities required for the work. The required electricity, gas and water, as well as other utilities, are at the client’s expense.
13. The client shall invite the contractor to attend all site meetings that relate directly or indirectly to its work or its progress.
14. The client shall provide, free of charge:
    1. good, paved access roads to the work such that the contractor’s materials and equipment can at all times be brought in full loads up to the entrance of the building; insofar as this is not the case, the client must reimburse the contractor for additional costs, including in particular additional manpower for transporting materials;
    2. lockable, lit, dry, clean storage space of sufficient size for the storage of materials, machines etc.;
    3. storage space protected against frost and heat for the storage of flammable and/or fire-hazardous and frost-sensitive materials;
    4. receipt of materials intended for the contractor’s work and handling them in accordance with the instructions on the accompanying documents and/or the storage instructions on the packaging;
    5. water and electricity, both for lighting and for power, with sufficient voltage and with enough easily connectable sockets so that the contractor can use them within a radius of 25 metres;
    6. a canteen, washing facilities and toilets and/or free access thereto for the contractor’s personnel;
    7. properly usable construction hoists, scaffolding and building materials in accordance with the regulations;
    8. all measures to prevent frost-related downtime as prescribed by the Stichting Risicofonds voor het Stucadoors- Afbouw, Terazzo-vloerenbedrijf.
15. If work is to be carried out, the client is obliged to ensure that the building is closed off with glass or other translucent material if weather conditions, in the contractor’s judgement, make this necessary. Failing this, the contractor is not obliged to carry out the work and the client is obliged to compensate all damage suffered by the contractor in connection therewith.
16. The client shall ensure that the design and execution of the work is such that damage to persons, property or the environment is limited as far as possible.
17. The client shall ensure that, at the time the contractor’s work is carried out, persons present in the vicinity thereof have been informed in advance of nuisance and objections relating to dust, fumes, odours and noise associated with the work and that persons other than the contractor’s personnel are denied access to the areas in which the work is carried out, as well as for such time thereafter as the contractor considers necessary.
18. The client makes available the facilities for the collection of chemical and construction waste if these are present on or near the building.
19. The client is responsible for order and safety on the site. It also ensures the good condition of materials and equipment to be processed that it makes available.
20. The obligations set out in the preceding clauses do not give the client any entitlement to compensation from the contractor. In addition, all additional costs arising from failure to comply, late compliance or improper compliance with the above obligations are at the client’s expense.
21. The client shall indemnify the contractor against all claims by employees of the client or the contractor and/or third parties arising from the client’s failure to observe statutory regulations and safety measures, or failure to observe them in time or properly.
22. If designs, images, drawings, catalogues, dimensions and/or weight specifications have been provided by the contractor, these are not binding on the contractor; such documents remain the property of the contractor. The client is liable for ensuring that these documents are not copied, handed to third parties or made available for inspection. If an order is not placed, these documents must, at the contractor’s request, be returned to the contractor immediately.

Prices

1. The prices quoted and/or charged by the contractor are exclusive of value added tax (VAT) and exclusive of those costs which, under the agreement between the parties, are for the account of the client. Where, in carrying out the work, the contractor has to wait as a result of work to be carried out by the client and/or third parties, the contractor is entitled to charge the client the associated costs.
2. The prices stated by the contractor are based on the price-determining factors applicable at the time of the offer, including wage totals, calculated in accordance with the working conditions and working hours applicable within the contractor’s business.
3. If, after conclusion of the agreement between contractor and client, there is a change in the level of wages, materials, VAT, other taxes, import duties, levies, premiums for national insurance and/or other charges imposed by the authorities and/or following the conclusion of a new collective labour agreement, even if this occurs pursuant to circumstances already foreseeable at the time of the offer, the contractor is entitled to amend the agreed price in accordance with any applicable statutory provisions if and insofar as such changes affect and/or may affect performance of this agreement. The contractor is also entitled to do so if there is an exchange rate change in foreign currencies, insofar as the contractor has purchased and/or will purchase materials abroad for performance of the work. If the contractor uses the above authority and wishes to increase the agreed price within 3 months after conclusion of the agreement, the client is entitled to terminate the agreement subject to the applicable statutory provisions.
4. If the contractor wishes to exercise this right, it shall provide the client with a statement of the relevant price-determining factors, generally the wage factor and the material factor (W...%; M...%).

Samples

1. If a model, sample or example has been shown or provided by the contractor, it is presumed to have been shown or provided solely by way of indication: the quality of the goods to be supplied may differ from the sample, model or example.
2. Minor colour and structural differences are permissible. The client indemnifies the contractor against any liability in respect of any colour deviations and/or discolouration.

Additional work and changes in the scope of the work

1. The client is entitled to instruct the contractor to make changes to the agreement, work, results of work, assignments, the work plan and the inspection plan.
2. The contractor is not obliged to carry out an instructed change if the change:
   1. has not been instructed in writing, or
   2. would lead to an unacceptable disruption of the work, or
   3. exceeds its knowledge and/or skills and/or capacity, or
   4. would not be in its interest, or
   5. if the parties do not reach agreement on the financial consequences and the consequences for the planning and the work plan.
3. If the contractor is prepared to carry out the change, it shall send the client a written price offer containing the following information:
   1. the balance consisting of all direct and indirect costs, profit and risk relating to the change, reduced by any savings resulting from implementation of the change, and
   2. the adjustment of the work, planning and work plan, and
   3. the adjustment of the instalment schedule or payment conditions.
4. The contractor is entitled to reasonable compensation for the costs associated with the price offer referred to in clause 3, regardless of whether the parties reach agreement on that price offer.
5. The contractor is entitled to submit proposals for changes to the client if it sees reason to do so, provided that the work and results of work will comply with the agreement.
6. The client may refuse to accept the proposals for changes referred to in clause 5 without stating reasons, or accept them. In the latter case, the parties shall follow the procedure set out in this article.
7. If the procedure in connection with the changes is delayed by a circumstance that cannot be attributed to the contractor, it is entitled to an extension of time and/or reimbursement of costs pursuant to Article 11.
8. The absence of a written instruction regarding the change does not affect the contractor’s entitlement to payment.

Duration of performance, postponement of completion

1. The period within which the work must be completed is expressed in the agreement:
   1. either as a number of workable working days;
   2. or as a number of days, weeks or months;
   3. or by specifying a particular day.
2. If a period is expressed in a number of workable days, working days, or half working days, are regarded as unworkable if, due to circumstances beyond the contractor’s liability, for at least five hours, or at least two hours respectively, the majority of employees or machines cannot work.
3. If completion of the work would have to take place on a day that is not a working day, the next working day shall apply as the agreed completion day.
4. The period within which the work must be completed is determined by the contractor on an approximate basis. A deadline can only be deemed a strict deadline if a precise date has been established by which performance of the work by the contractor must have been completed, as evidenced by a written statement drawn up to that effect and signed by both the client and the contractor. The period within which performance must take place starts once the agreement has been formed, all information necessary for performance is in the contractor’s possession and the client has otherwise complied with all its obligations up to that moment. If the delivery period determined by the contractor on an approximate basis is exceeded, the contractor must be given notice of default in writing. Exceeding the completion period determined by the contractor on an approximate basis does not entitle the client to compensation for damage, unless the contrary explicitly follows from the law. Exceeding the completion period determined by the contractor on an approximate basis also does not entitle the client to fail to perform, to perform improperly and/or to perform late any obligation assumed towards the contractor, nor to have work carried out or caused to be carried out to perform this agreement with or without judicial authorisation.
5. If the client considers that exceeding the completion period determined by the contractor on an approximate basis should be regarded as unreasonably onerous for it, the client is obliged to set the contractor a further reasonable period within which the work must be completed by registered letter or bailiff’s writ. After sending the notice referred to above, the client is obliged to consult with the contractor regarding the exceedance of the completion period.
6. The period within which the work must be completed may be extended by the client in consultation with the contractor, either on its own initiative or at the contractor’s request. In the event of force majeure, circumstances for the account of the client, or changes to the specification introduced by or on behalf of the client or changes in the execution of the work, the contractor cannot be required to complete the work within the agreed period and is entitled to an extension of time.

Liability

1. After the time of completion, the contractor is no longer liable for defects, unless:
   1. those defects are attributable to it, and moreover
   2. the client did not notice those defects prior to completion, and moreover
   3. the client should not reasonably have discovered those defects at the time of completion.
2. If the contractor is liable pursuant to clause 1, it is only obliged to compensate the client for the direct material loss suffered as a result.
3. Direct material loss in no event includes: consequential loss, business loss, loss of production, loss of turnover or profit, depreciation or loss of products, nor amounts that would have been included in the performance costs if the work had been carried out properly from the outset.
4. Without prejudice to the provisions of this article, the contractor warrants, at its own expense, to remedy the defects for which it is liable or to limit or eliminate the damage, during the period referred to in clause 9. In the event that the costs of repair are disproportionate to the client’s interest in repair instead of compensation and in the event that the installations are not installed in the Netherlands, the client is not entitled to demand repair; instead, compensation will be paid by the contractor. Parts replaced by the contractor become its property.
5. For compensation of loss other than that mentioned in this article, the contractor is only liable if and insofar as the client proves that this is due to intent or fault on the part of the contractor.
6. If and insofar as the client has insured any risk associated with the agreement, it is obliged to claim any loss under that insurance and to indemnify the contractor against recourse claims by the insurer.
7. The extent of the loss to be compensated by the contractor is limited to the amount of the price laid down in the agreement, or, if no price was determined when the agreement was concluded (as in daywork agreements), to the amount of the estimated price. For maintenance contracts with a term of more than one year, the price is set at the total remuneration for one year.
8. In no event, however, shall the compensation exceed the total of the amounts of the excess under the contractor’s insurance and the payment made by the insurer.
9. Any liability of the contractor lapses, unless otherwise agreed, by the expiry of six months from the time the agreement has ended by completion, termination or cancellation.
10. A legal claim on account of a defect is inadmissible if the client has not, with due speed after discovering it or reasonably having had to discover it, placed the contractor in default in writing, stating reasons.
11. A legal claim on account of a defect for which the contractor is liable under clause 1 is inadmissible if it is instituted, unless otherwise agreed, later than six months from the day on which the agreement has ended by completion, termination or cancellation.
12. The contractor is not liable to compensate loss of the client or third parties (partly) caused by persons made available by or on behalf of the client.
13. The client indemnifies the contractor against all third-party claims for (product) liability as a result of a defect in a product or installation delivered by the client to a third party and which also consisted of goods developed and/or supplied by the contractor, unless and insofar as the client proves that the loss was caused by those goods and without prejudice to clause 7 of this article.
14. Insofar as this does not already follow from the law or the agreement, the contractor is in any event not liable if a shortcoming of the contractor is the result of:
    • labour unrest at third parties or among its own staff;
    • failings of auxiliary persons;
    • transport difficulties;
    • fire and loss of parts to be processed;
    • measures by any domestic, foreign or international government, such as import bans or trade prohibitions;
    • violent or armed actions;
    • failures in energy supplies, communication connections or in equipment or software of the contractor or third parties.

Inspection and approval

1. Inspection of the work shall take place upon a written request by the contractor addressed to the client, stating on which day the work will, in its judgement, be completed.
2. The inspection shall take place as soon as possible and generally within 8 days after the day referred to in clause 1. The date and time of the inspection shall be notified to the client in good time and, where possible, in writing 3 days in advance.
3. After the work has been inspected, the contractor shall be informed within 8 days whether or not the work has been approved; if not, stating the defects that are the reasons for withholding approval. If the work is approved, the day of approval shall be deemed to be the day on which the relevant notification to the contractor was sent.
4. If no written notification whether or not the work has been approved is sent to the contractor within 8 days after inspection, the work shall be deemed to have been approved.
5. Minor defects that can conveniently be remedied before a subsequent payment instalment shall not be a reason for withholding approval, provided they do not prevent any use. The contractor is obliged to remedy the defects referred to in this clause as soon as possible.

Completion

1. Delivery times are never strict deadlines. If the delivery time and/or completion period is exceeded, the client must place the contractor in default in writing and give them a final, reasonable period.
2. The work shall be deemed completed if the work has been approved or is deemed to have been approved.
3. The work is approved or deemed to have been approved if:
   1. The client notifies the contractor of this;
   2. The contractor has notified the client in writing that it considers the work to be completed. If the client does not, within 10 days of the date of a letter sent by the contractor, notify in writing any objections to completion of the work, the work shall be deemed to have been approved;
   3. The client puts the object in which the work has been carried out back into use, it being understood that by putting part of the work into use, that part shall be deemed completed.

Liability and force majeure

1. If performance of the work becomes impossible due to a cause that cannot be attributed to the contractor (force majeure) and does not fall within its sphere of risk, as a result of which the contractor cannot be required to complete the work within the agreed period, then the contractor is entitled to an extension of time, is entitled to terminate performance of the work and to charge the costs incurred to the client.
2. If performance of the work becomes impossible due to a cause that cannot be attributed to the client (force majeure) and does not fall within its sphere of risk, then the client is entitled to have the work terminated against reimbursement of the costs incurred by the contractor.
3. A culpable shortcoming is understood to mean all circumstances independent of the will of the parties which reasonably make performance of the agreement very difficult or impossible. This includes, inter alia: delayed delivery of materials ordered in time; transport difficulties; mechanical and other failures affecting the contractor’s business; molest; fire; lock-out; vandalism; riot; occupation (including by squatters); nuclear reactions; war.
4. A party invoking non-performance of the agreement by the other party is obliged to take all necessary measures to limit the damage to be suffered. If these measures entail costs, those costs shall be reimbursed by the other party.

Security

1. is in suspension of payments;
2. is declared bankrupt.

Payment

1. If payment by instalments has been agreed, each instalment must be paid 30 days after the day on which the contractor sent the relevant instalment invoice to the client in accordance with the agreement.
2. If the client defaults on payment of an instalment, the contractor is entitled to suspend the work until the instalment due has been paid. The foregoing does not affect the contractor’s right to compensation for costs, loss and interest.
3. Within a reasonable period after completion, the contractor shall submit the final account. This includes, inter alia, a specification of additional and reduced work. The final account includes everything that the contractor is entitled to claim from the client under the agreement. Any instalments already paid will be deducted from the principal sum due. The calculation of VAT to be paid by the client to the contractor is made separately.
4. In the event of late payment, the client shall owe default interest of 1% per month, part of a month being counted as a full month, where necessary after notice of default, from the due date until the date of full payment.
5. Extrajudicial costs are for the account of the client. Extrajudicial costs are set at at least 15% of the amount to be collected.
6. A payment by the client shall first be applied to the default interest due and then to the extrajudicial costs associated with collection. Thereafter, payments shall be deducted from the principal sum.
7. The client is not permitted to set off amounts owed by it to the contractor against amounts which it believes it is owed by the contractor on whatever basis.

Client in default

Ownership of drawings and designs etc.

1. Designs, images, descriptions, drawings, models, budgets and calculations etc. provided by or on behalf of the contractor remain its property.
2. All rights vested in relation to designs, images, descriptions, drawings, models etc. (copyright, design rights etc.) are reserved and must be respected.

Complaints and warranty

1. The generally applicable warranty period shall be 12 months from the moment of completion to the client.
2. If other visible defects are found in the work carried out or in the delivery, a complaint must be made within eight days of discovery.
3. Complaints must, on pain of nullity, be notified to the contractor in writing.
4. If the client has issued the order subject to approval by the management or has delegated inspection to third parties under another designation, this must be notified to the contractor in the manner described in the previous clause and within the stipulated time periods.
5. An invoice sent by the contractor is deemed to have been approved by the recipient if the contractor has not received a written notice of reasoned objections to the invoice within 5 working days after the invoice was sent by the contractor.
6. All defects in delivered goods, or the work carried out, which the client proves arose within six months after delivery and/or completion, exclusively or predominantly as a direct result of an inaccuracy in the construction designed by the contractor, defective processing or use of material that the contractor could have known was defective, will be repaired, replaced or remedied by the contractor free of charge (at the contractor’s discretion). The warranty does not include an obligation to compensate for loss that may otherwise arise for the client as a result of replacement delivery or repair.
7. If the client makes material available to the contractor for processing, the warranty applies exclusively to the soundness of the work carried out by the contractor thereon.
8. If parts are replaced by new parts in fulfilment of warranty provisions, the same warranty provisions apply to those new parts; the replaced parts become the property of the contractor.
9. The contractor’s obligation to compensate for loss shall never extend beyond an amount of no more than the contract sum for the work in question or the total of hours worked and materials processed.
10. The contractor is never liable for consequential loss. The contractor’s warranty obligations lapse upon any non-payment, late payment or incomplete payment by the client. Performance of the warranty provisions can only be demanded after the client has fully met its payment obligations, including default interest and extrajudicial costs.

Risk and retention of title

1. As long as the client has not provided the consideration for the work to be carried out under this agreement, goods delivered or to be delivered and/or compensation for a shortcoming, the materials supplied by the contractor remain the property of the contractor.
2. The contractor reserves title to all delivered materials, parts thereof or tools insofar as the delivered materials have not yet been processed, or have not otherwise become the client’s legal property.
3. As soon as materials, parts or tools – intended, respectively required, for performance of the work – have been delivered to the site of the work and/or to the building site, the client bears the risk of loss of whatever nature to these materials, parts and tools, including loss due to disposal, fire, water damage and molest. This does not apply if and insofar as the client can demonstrate that damage, from whatever cause, is the result of negligence on the part of the contractor.
4. In this context, the client is obliged to insure adequately the materials brought to the site by the contractor with an insurance company of good standing established in the Netherlands, in particular against the financial consequences of damage, loss, theft or destruction by fire, lightning strike or any other causes.
5. The contractor is at all times entitled to inspect the insurance policy referred to in this provision.
6. The client is prohibited, prior to the time of performance due by it and therefore prior to the moment at which the client has become owner of the goods referred to herein, from pledging these goods to third parties, transferring ownership to third parties or placing them in the possession of third parties.

Non-solicitation

1. During the term of the agreement and for one year after its termination, the client is not permitted to employ employees of the contractor who have been involved in performance of the agreement, or otherwise have them work for it.
2. In the event of secondment, the client is not permitted to employ those seconded persons during the secondment period and for one year immediately after the end of the secondment, or otherwise have them work for it.
3. In the event of breach of the obligation referred to in clauses 1 and 2, the client forfeits an immediately payable penalty not subject to judicial mitigation in the amount of 3 gross annual salaries of the employee concerned.

Intellectual property rights

1. The intellectual and industrial property rights to all goods, data and (technical) information delivered to the client remain vested in the contractor. The contractor has the exclusive right of disclosure, realisation and reproduction of these goods, data and information and the client has the exclusive right to use them.
2. The documents issued by the contractor to the client, such as designs, drawings, technical descriptions or specifications, become the property of the client and may be used by it with due observance of the rights arising from intellectual and industrial property legislation, after the client has met its financial obligations towards the contractor.
3. The client is not permitted to reproduce, in whole or in part, the work realised according to the contractor’s design, without the contractor’s express written consent and without prejudice to the provisions of clauses 5 and 6. The contractor is entitled to attach conditions to that consent, including payment of a fee. This clause applies mutatis mutandis to goods manufactured according to the contractor’s design.
4. The client is only entitled to have the work realised according to the contractor’s design by a third party, without the contractor’s involvement and approval, if the agreement has been terminated due to a shortcoming attributable to the contractor. In that case, the contractor is not liable for defects insofar as they can be traced to installation by or on behalf of the client.
5. The client’s right of use in respect of software developed and delivered by the contractor is non-exclusive. The client may use that software only within its own business or organisation and only for the technical installation for which the right of use has been granted. The right of use may relate to multiple installations insofar as this is laid down in the agreement.
6. The right of use is not transferable. The client is prohibited from making the software and the media on which it is recorded available to a third party in any way or from allowing a third party to use it. The client is prohibited from reproducing the software or making copies of it. The client shall not modify the software other than in the context of correcting errors. The source code of the software and the technical information generated in its development will not be made available to the client, unless otherwise agreed.
7. The contractor is entitled to apply for patents in its own name and at its own expense for inventions that arise during and through performance of the agreement.
8. If the contractor obtains a patent as referred to in clause 7, it shall grant the client, free of charge, a right of use in principle not transferable in respect of that invention. For concrete application of that right of use, the client shall request permission from the contractor, which permission may only be refused if the contractor can demonstrate conflicting interests with its business.

Performance of work, including maintenance provisions

1. During the maintenance period, the contractor shall use its best efforts to keep, through preventive maintenance activities, the likelihood of malfunctions at an acceptable level and, where agreed, to remedy malfunctions through corrective maintenance activities.
2. The contractor is entitled to perform maintenance work remotely by means of a connection established via a telecommunications facility to the installation.
3. After formation of the agreement but before commencement of the work, the contractor shall draw up a work plan with a schematic overview of the maintenance work, the sequence and the period (weekly, monthly, annual planning) in which it will be carried out.
4. The work plan enters into force after approval by the client. If the work plan fits the description referred to in clause 3, the client may not withhold its approval of the work plan.
5. The contractor adjusts the work plan annually and, on that basis, prepares an estimate of all maintenance costs for the year concerned. In the interim, the work plan may only be adjusted by means of a change pursuant to Article 10.
6. If agreed, the work plan includes the start and completion dates of anticipated and intended assignments for performance of preventive and/or corrective maintenance work and/or other work.
7. The assignments referred to in clause 6 will be issued by the client in writing at least 1 month in advance on the basis of the work plan. Assignments not included in the work plan will be issued in writing at least 2 months in advance. Prior to issuing an assignment, the contractor has provided its price for it.
8. For performance of corrective maintenance work, the client must issue an instruction in writing in advance. If this is not possible due to circumstances, the instruction will be issued afterwards on the basis of the contractor’s actual costs incurred.
9. After completion of the maintenance work, the contractor requests the client to sign the assignment as completed. After signing, the maintenance work is deemed completed.
10. If expressly agreed, the contractor shall ensure that one copy of the technical information is present on the premises or location where the maintenance work is performed, that these documents can be consulted at all reasonable times and that the ‘As Built’ situation of the performed maintenance work is incorporated therein against a fee laid down in the agreement.
11. The contractor shall notify the client in advance of the time at which the maintenance work will be carried out. If the work is not carried out at the agreed time and this is not attributable to the contractor, it is entitled to an extension of time and/or reimbursement of costs.
12. If expressly agreed, the contractor shall ensure that malfunctions can be reported 24 hours a day, seven days a week to a published contact point.
13. Without prejudice to clause 8, the contractor shall use its best efforts to remedy urgent malfunctions, after instruction by the client, within 24 hours after they are reported, unless a different period has been agreed. Other malfunctions will, where possible, be remedied during the contractor’s normal working hours.
14. The contractor shall perform the maintenance work during the maintenance period laid down in the agreement, failing which a period of one year shall apply.
15. The maintenance period is each time tacitly extended for the original period, unless one of the parties terminates the agreement in writing, observing a notice period of three months before the end of the relevant period.
16. The maintenance work carried out by the contractor will be settled in accordance with the rates, unit prices or a fixed price laid down in the agreement, which is indexed annually, unless otherwise agreed.
17. Payment of the fees shall take place within 2 weeks of the date of the relevant invoice.

Processing of personal data

1. Insofar as personal data are processed in the context of performance of the work, those personal data shall be processed properly and carefully and in accordance with the Dutch Personal Data Protection Act and the General Data Protection Regulation.
2. Technical and organisational measures shall be taken to protect personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.

Arbitration

1. Disputes shall be settled by the ordinary courts, or at the contractor’s choice by the Raad van Arbitrage voor de Bouwbedrijven in Nederland, without prejudice to the authority of the President of the District Court, deciding in summary proceedings.
2. Dutch law applies to all agreements to be concluded by the contractor. The District Court of the ’s-Hertogenbosch district has jurisdiction.

Applicability

Delivery and risk

1. Risk transfers upon handover of the ordered goods to the first carrier.
2. In the event of delay compared with the agreed delivery date, the client will be informed in good time.
3. If delivery is not possible due to the contractor’s fault, the client is entitled to terminate free of charge and receive a refund.

Warranty and returns

1. All our items have a warranty period of 12 months. Defects reported within this period will be repaired or replaced free of charge, unless the use-by date has expired.
2. In the event of damage due to incorrect use, wear and tear or external causes, the warranty lapses.
3. Return shipping costs are for the account of the client, unless a product was delivered defective or incorrectly.
4. Bespoke items and (hygienic) products with a broken seal are not accepted for return and do not fall under the statutory right of withdrawal.

Payment

1. All orders placed via our webshop must be paid in full immediately upon ordering. The order will only be processed once payment has been successfully completed. If payment is not completed, the order will be cancelled automatically.
2. We accept the payment methods displayed on our webshop. Any transaction costs charged by the payment provider will – if applicable – be clearly stated in advance during the checkout process.

Complaints procedure

1. Complaints can be submitted via webshop@cleanroomcg.nl.
2. The client will receive a substantive response within 14 days.