top of page

GENERAL TERMS AND CONDITIONS

These are the General Terms and Conditions of Heemskerk Business Control (hereinafter referred to as “HBC”), a company with address Buitenwatersloot 142, Delft. HBC is registered with the Chamber of Commerce under number 60768177.

Definitions

In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:

 

General Terms and Conditions: these general terms and conditions as stated below.

Company: the Counterparty acting in the exercise of a business or profession.

BW: the Civil Code.

Assignment: All activities, in whatever form, that HBC performs for or on behalf of the Other Party.

Agreement: Any agreement entered into between HBC and the Counterparty.

Counterparty: the Company that has accepted these General Terms and Conditions and has commissioned the performance of an Assignment.

 

Unless the General Terms and Conditions expressly provide otherwise, when interpreting the General Terms and Conditions, the singular shall be deemed to include the plural and vice versa, and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.

1. Applicability

  1. These General Terms and Conditions apply to every offer, quotation and Agreement concluded between HBC and the Other Party, unless the parties have expressly deviated from these General Terms and Conditions in writing.

  2. These General Terms and Conditions also apply to agreements with HBC, for the execution of which third parties must be involved.

  3. The applicability of general terms and conditions of the Counterparty is expressly rejected.

  4. Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.

2. Quotations and/or offers

  1. All quotations and/or offers that do not expressly state otherwise shall be considered a non-binding offer and may be revoked at any time, even if they contain a term for acceptance. Offers/quotations may also be revoked in writing by HBC immediately after receipt of acceptance, but no later than within two working days, in which case no agreement will have been concluded between the parties.

  2. All quotations and/or offers from HBC are valid for 6 weeks, unless stated otherwise.

  3. HBC cannot be held to its quotations and/or offers if the Other Party, based on reasonableness and fairness and generally accepted views in society, should have understood that the quotation and/or offer or a part thereof contained an obvious error or mistake.

  4. If the acceptance, whether or not on minor points, deviates from the offer included in the quotation and/or offer, HBC is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless HBC indicates otherwise.

3. Conclusion of agreement

  1. The Agreement is concluded by acceptance by the Other Party of the quotation and/or offer from HBC.

  2. Quotations and/or offers can only be accepted in writing (including electronically). HBC is nevertheless entitled to accept an oral acceptance as if it had been made in writing.

  3. An Agreement between the parties is concluded at the time that HBC receives an order confirmation from the Counterparty, or at the time that HBC actually commences implementation.

  4. The Agreement supersedes and replaces all prior proposals, correspondence, agreements or other communications, whether written or oral.

4. Execution of agreement

  1. The Agreement will be executed by HBC to the best of its knowledge and ability, in accordance with the requirements of good workmanship. With regard to the intended work, there is an obligation of best efforts on the part of HBC. The application of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

  2. HBC determines the manner in which and by which person(s) the Assignment is carried out. HBC is entitled to have certain activities carried out by third parties.

  3. HBC is entitled to execute the Agreement in phases. If the Agreement is executed in phases, HBC is entitled to invoice each executed part separately. If and as long as this invoice is not paid by the Other Party, HBC is not obliged to execute the next phase and is entitled to suspend the Agreement.

  4. HBC is entitled to the days off announced in advance, despite any minimum number of hours included in the Agreement.

5. Changes and additional work

  1. If during the execution of the Agreement it appears that it is necessary to amend or supplement the Agreement for proper execution, HBC will inform the Other Party of this as soon as possible. The Parties will then proceed to amend the Agreement in a timely manner and in mutual consultation.

  2. If the parties agree that the Agreement will be amended/supplemented, the time of completion of the execution may be affected. HBC will inform the Other Party of this as soon as possible.

  3. If the amendment or addition to the Agreement will have financial, quantitative and/or qualitative consequences, HBC will inform the Other Party of this in advance.

  4. If a fixed rate or fixed price has been agreed, HBC will indicate to what extent the change/addition to the Agreement affects the rate/price. In this case, HBC will attempt to provide a price quote in advance - as far as possible.

  5. HBC will not be able to charge additional costs if the change/addition is the result of circumstances that can be attributed to HBC.

  6. Amendments to the original Agreement concluded between the parties shall only be valid from the moment that these amendments have been accepted by both parties by means of a supplementary or amended Agreement.

6. Obligations of the Counterparty

  1. The Counterparty shall ensure that all data, equipment or spaces that HBC indicates are necessary or that the Counterparty reasonably should understand are necessary for the performance of the Agreement, are available in a timely manner. The Counterparty shall also grant HBC all powers and authorisations that are necessary to properly perform the Order.

  2. HBC is not liable for damage of any nature whatsoever resulting from HBC relying on incorrect and/or incomplete information provided by the Other Party, unless HBC should have been aware of this incorrectness or incompleteness.

  3. The Counterparty shall ensure that the employees of the Counterparty's organization who are involved in the work are available in a timely manner.

  4. The Counterparty shall refrain from any conduct which makes it impossible for HBC to properly carry out the Order.

  5. If HBC or third parties engaged by HBC perform work on the premises of the Other Party or a location designated by the Other Party in connection with the Assignment, the Other Party shall provide the reasonably required facilities free of charge.

  6. If the Counterparty has not fulfilled its obligations as set out in this article, HBC has the right to suspend the performance of the Agreement and/or charge the Counterparty for the additional costs resulting from the delay at the usual price or rates.

7. Prices

  1. Unless expressly agreed otherwise in writing, the prices and rates stated by HBC are always exclusive of VAT.

  2. The prices and rates include shipping, travel, accommodation and other expenses, unless otherwise agreed.

  3. If no price or rate has been expressly agreed, the price or rate will be determined on the basis of the hours actually spent and HBC's usual rates.

  4. HBC will inform the Other Party in good time before concluding the Agreement of all additional costs or provide information on the basis of which these costs can be charged to the Other Party.

  5. If HBC agrees on a fixed price or fixed rate when concluding the Agreement, HBC is entitled to increase this price or rate, even if the price or rate was not originally given subject to reservation.

  6. In the event that HBC intends to change the price or rate, it will inform the Other Party of this as soon as possible.

  7. If the increase in price or rate takes place within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by a written statement, unless:

  8. the increase results from a power or an obligation imposed on HBC under the law;

  9. the increase is caused by an increase in the price of raw materials, taxes, production costs, exchange rates, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the Agreement;

  10. HBC is still prepared to execute the Agreement on the basis of what was originally agreed; or

  11. it has been agreed that the performance will be carried out more than three months after the conclusion of the Agreement.

8. Payment

  1. Payment is made by transfer to a bank account designated by HBC, unless otherwise agreed.

  2. HBC will send an invoice for the amounts owed by the Counterparty. The payment term of each invoice is 30 days after the date of the relevant invoice, unless otherwise stated on the invoice or otherwise agreed.

  3. Invoicing takes place monthly, unless otherwise agreed.

  4. Objections to the amount of the invoice do not suspend the Other Party's payment obligation.

  5. The Counterparty is not entitled to deduct any amount from the amount due on account of a counterclaim asserted by it.

  6. In the event of non-payment or late payment, the Counterparty shall be in default by operation of law without notice of default. The Counterparty shall then owe statutory commercial interest from the date on which payment became due until the date of full payment, whereby interest for a part of a month shall be calculated over a full month.

  7. Any payment made by the Counterparty shall first be applied to all interest and costs due and finally to the oldest outstanding invoices, even if the Counterparty states that the payment relates to later invoices.

  8. If the Counterparty is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Counterparty.

  9. With regard to extrajudicial (collection) costs, HBC is entitled to compensation of 15% of the total outstanding principal sum with a minimum of €40 for each invoice that has not been paid in full or in part.

  10. In the event of bankruptcy, suspension of payments, liquidation, general seizure of assets, death or guardianship, the claims of HBC and the obligations of the Counterparty towards HBC shall be immediately due and payable.

  11. Any reasonable legal costs and enforcement costs incurred shall also be borne by the Other Party.

9. Complaints

  1. The Counterparty must examine the Assignment at the time of execution, but in any case within 7 days after execution, to determine whether the executed Assignment complies with the Agreement.

  2. Complaints must be reported to HBC in writing within 7 days after completion of the Order.

  3. The right to (partial) refund of the price, replacement or compensation shall lapse if the complaint is not reported within the specified period, unless a longer period arises from the nature of the Order or from the circumstances of the case.

  4. The payment obligation will not be suspended if the Counterparty informs HBC of the complaint within the specified period.

10. Force majeure and unforeseen circumstances

  1. A shortcoming cannot be attributed to HBC or the Counterparty, as the shortcoming is not due to their fault, nor is it their responsibility under law, legal act or generally accepted views. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.

  2. In the General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this area in law and case law, all external causes, foreseen or unforeseen, over which HBC has no influence and which prevent HBC from fulfilling its obligations.

  3. Force majeure on the part of HBC shall in any case be understood to mean:

    • strikes;

    • traffic disruptions;

    • government measures that prevent HBC from fulfilling its obligations in a timely or proper manner;

    • riots, unrest, war;

    • traffic obstructions;

    • shortage of labor;

    • extreme weather conditions;

    • fire;

    • import, export and/or transit bans; and/or

    • any circumstance that hinders the normal course of business as a result of which the Other Party cannot reasonably be expected to comply with the Agreement by HBC.

11. Termination of agreement

  1. The parties may terminate the Agreement at any time by mutual consent.

  2. Parties may terminate the Agreement in writing at any time with a notice period of 1 month.

  3. Parties may terminate the Agreement with immediate effect in writing in the event of:

  4. application by or granting of a suspension of payments to the other party;

  5. application for bankruptcy by or declaration of bankruptcy of the other party; or

  6. liquidation of the other party or non-temporary cessation of the other party's business.

  7. If the Agreement is terminated, HBC's claims against the Counterparty shall be immediately due and payable. If HBC suspends compliance with its obligations, it shall retain its claims under the law and the Agreement. HBC shall always retain the right to claim damages.

12. Return of items made available

  1. If HBC has made items available to the Counterparty in the performance of the Agreement, the Counterparty is obliged to return these items within 14 days in their original condition, free of defects and complete. If the Counterparty fails to comply with this obligation, all costs arising from this will be for its account.

  2. If the Counterparty, for whatever reason, after a reminder to that effect, still fails to comply with the obligation referred to in paragraph 1 of this article, HBC shall have the right to recover the resulting damage and costs, including replacement costs, from the Counterparty.

13. Liability

  1. HBC is only liable for direct damage caused by gross negligence or intent on the part of HBC, and not for more than the amount paid by the insurer to HBC or up to a maximum of once the amount stated on the invoice.

  2. Direct damage is understood to mean exclusively:

  3. reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;

  4. reasonable costs incurred to ensure that HBC's defective performance complies with the Agreement, to the extent that these can be attributed to HBC; or

  5. reasonable costs incurred to prevent or limit damage, to the extent that the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in the General Terms and Conditions.

  6. HBC shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business stagnation, damage resulting from the provision of inadequate cooperation and/or information from the Other Party, damage due to non-binding information or advice provided by HBC, the content of which does not expressly form part of the Agreement and all damage that does not fall under direct damage within the meaning of these general terms and conditions.

  7. HBC shall never be liable for errors in the material provided by the Counterparty or for misunderstandings or errors with regard to the performance of the Agreement if these are caused by actions of the Counterparty, such as the failure to provide complete, sound and clear data/materials on time or not at all.

  8. HBC shall never be liable for errors if the Counterparty has previously given its approval or has been given the opportunity to carry out an inspection and has indicated that it does not require such an inspection.

  9. The limitations of liability set out in this article are also stipulated for the benefit of third parties engaged by HBC for the performance of the Agreement.

  10. HBC is not liable for damage to or loss of documents during transport or during dispatch by post, regardless of whether the transport or dispatch is carried out by or on behalf of HBC, the Counterparty or third parties.

14. Confidentiality

  1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.

  2. If, on the basis of a statutory provision or a court ruling, HBC is obliged to provide confidential information to third parties designated by law or the competent court, and HBC cannot invoke a statutory right of refusal or a right of refusal recognised or permitted by the competent court, HBC shall not be obliged to pay damages or compensation and the Other Party shall not be entitled to terminate the Agreement on the grounds of any damage arising as a result.

  3. Without prejudice to the foregoing, HBC is entitled to include the name of the Counterparty on a list of relations, which is published on the website or via other expressions to third parties, unless otherwise agreed.

15. Indemnification

  1. The Counterparty shall indemnify HBC to the extent permitted by law against liability towards one or more third parties arising from and/or related to the performance of the Agreement, regardless of whether the damage was caused or inflicted by HBC or its auxiliary person(s), auxiliary matters or performed Assignment.

  2. In addition, the Counterparty shall indemnify HBC, to the extent permitted by law, against all claims by third parties in connection with any infringement of intellectual property rights of these third parties.

  3. The Counterparty is always obliged to make every effort to limit the damage.

16. Intellectual property

  1. All intellectual property rights to all products, materials, analyses, designs, software, documentation, advice, reports, quotations, (electronic) information and preparatory material thereof (collectively the “IP Material”) developed or made available in the context of the performance of the Agreement, shall remain the exclusive property of HBC or its licensors.

  2. The Counterparty shall only acquire any rights and powers with respect to the IP Material that arise from the Agreement and/or that are expressly granted in writing.

  3. The Counterparty is not permitted to transfer any acquired right or authority with respect to the IP Material to third parties without the prior written consent of HBC.

  4. The Counterparty is not permitted to remove or change any indication concerning intellectual property rights such as copyrights, trademark rights or trade names from the IE Material.

  5. Any exploitation, reproduction, use or disclosure by the Counterparty of the IP Material that falls outside the scope of the Agreement or the rights and powers granted, shall be considered a violation of HBC's intellectual property rights.

  6. There will be no infringement of intellectual property rights if the Counterparty has received express written permission from HBC for the exploitation, reproduction, use or publication of the IP Material that falls outside the scope of the Agreement or the rights and powers granted.

  7. All IP Material developed by HBC for the performance of the Agreement may be used by HBC for its own promotional purposes, unless otherwise agreed with the Other Party.

17. Privacy

  1. HBC respects the privacy of the Counterparty. HBC treats and processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The Counterparty agrees to this processing. To protect the personal data of the Counterparty, HBC uses appropriate security measures.

  2. HBC uses the personal data of the Counterparty exclusively in the context of the execution of the Agreement or the handling of a complaint.

  3. For more information about privacy, please refer to the Privacy Statement which can be viewed on the HBC website.

18. Expiry period

In deviation from the statutory limitation periods, a limitation period of one year applies to all claims and/or powers that the Counterparty has against HBC and/or against third parties engaged by HBC, from the moment at which a fact occurs that allows the Counterparty to exercise these rights and/or powers against HBC and/or third parties engaged by HBC.

19. Transfer

  1. The Counterparty is not permitted to transfer any rights or obligations arising from the Agreement to third parties without first obtaining written permission from HBC.

  2. HBC is entitled to attach conditions to this permission.

20. Aftereffects

The provisions of the General Terms and Conditions and the Agreement which are expressly or by their nature intended to remain in force after termination of this Agreement shall remain in force thereafter and shall continue to bind both parties.

21. Other

  1. Any deviations from these General Terms and Conditions may only be agreed in writing. No rights may be derived from such deviations with regard to legal relationships entered into later.

  2. The administration of HBC shall, unless proven otherwise, be considered as evidence of the requests made by the Counterparty. The Counterparty acknowledges that electronic communication may serve as evidence.

  3. If and to the extent that any provision of the General Terms and Conditions and the Agreement is declared null and void or is annulled, the other provisions of these General Terms and Conditions and the Agreement will remain in full force. HBC will then establish a new provision to replace the null and void/annulled provision, whereby the purport of the null and void/annulled provision will be taken into account as much as possible.

  4. The place of performance of the Agreement shall be deemed to be the place where HBC is established.

22. Applicable law and choice of forum

  1. All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, shall be governed in all respects by Dutch law.

  2. All disputes between HBC and the Counterparty, which may arise as a result of an Agreement and/or the General Terms and Conditions, or of agreements resulting therefrom, will in the first instance be settled by the competent judge of the Rotterdam District Court.

bottom of page