Client means “the person, entity, company or other organisation commissioning the work” Contractor means “ the entity hired by the client to carry out the work, under the terms and conditions as outlined and as determined by the latter pursuant to a quotation.”
Article 1 SCOPE These terms and conditions apply to all agreements and quotations for the delivery of panelling, project fittings, shop fittings, furniture and upholstery, as well as to all other matters included in the work, irrespective of whether the order has been obtained by tendering or otherwise. Subject to the other stipulations in these General Terms and Conditions, the General (Tender) Terms and Conditions used by the employer are not applicable, unless they have been expressly accepted by the contractor in writing.
Article 2 REGISTRATION CONDITIONS OF THE APPLICANT The registration conditions must be the same for all tenderers. The registration period must be at least 10 working days for objects of any size, in order to enable the tenderers/contractor to submit a properly calculated offer. The information to be provided by the applicant must meet reasonable requirements of clarity and accuracy and fully correspond to any accompanying drawings.
Article 3 COPYRIGHT The contractor reserves the copyright to the designs, images and drawings, sketches and/ or quotations provided by him with the offer. The drawings, designs, images, sketches and/or quotations provided by him may not be copied, shown to third parties or used in any other way without the written permission of the contractor. The drawings, designs, images, sketches and/or quotations provided by the contractor must be returned carriage paid to the contractor within 14 days of the date on which it was decided that the contractor will not be awarded an assignment for the execution of the work, unless otherwise agreed in writing. The client, acting in violation of the provisions of Articles 3, paragraphs 2 and 3, owes the contractor an amount equal to ten percent (10% ) of the amount of the quotation made with the offer, which amount the client will pay in that case upon the contractor's first reminder. Due to payment, the property does not transfer the copyright.
Article 4 PROVISIONAL ITEMS Unless otherwise agreed in writing, the price of quotations for orders for the delivery of an on-site installation and/or installation or part thereof shall not include: a. ground, piling, foundation, levelling and cleaning of floors, walls or ceilings or cleaning of items other than the delivery; b. the additional help for moving those parts which cannot be handled by the contractor itself, as well as the hoisting or lifting equipment and hoists used for this purpose.
Article 5 OFFERS All quoted prices are net, exclusive of turnover tax, and are based on execution during normal working hours. A quotation is only binding on the contractor if this is expressly stated in writing on the tender or otherwise expressly communicated to the client in writing. The contractor is entitled to charge the client for increases in wages, raw material prices, transport costs, exchange rates, insurance premiums and government levies (particularly taxes) for those activities and/or to assemble (parts of) installations that the contractor must still perform/or deliver at the time of those increases. The contractor reserves the right to make minor changes to the construction insofar as this does not bring about any substantial change in the work. The quotation shall include the manner in which less or more work is settled, if any. If the assignment for the execution of the work is not given to the contractor, the applicant undertakes to return the quotation complete with designs, images and drawings to the contractor within 14 days after the date of the decision (art. 3 paragraphs 3 and 4). With due observance of the provisions of paragraph 2 of this article, the quoted prices are fixed for the duration of the work, unless indexation has been agreed.
Article 6 RESPONSIBILITY FOR THE WORK The contractor is responsible for the proper execution of the work. The contractor accepts no responsibility for a design elaborated by or on behalf of the applicant, purchaser, or client by third parties, nor for any specification of dimensions, measures and materials given with the design. In the case of an assignment, the contractor only takes responsibility for the correct assembly and for the soundness of the materials used for designs that he has not made himself, but not for those parts for which a certain brand or treatment of materials is expressly prescribed in the application of work . If the applicant wishes to transfer the responsibility for the design made by him or on his behalf to the contractor, the latter will not be obliged to accept this until he has been given sufficient time to make a decision regarding this transfer, whereby the contractor must be able to study and calculate the entire design and must have provided him with all relevant data and documents. The contractor cannot be required to do this free of charge unless it has already become apparent from the application that the client wishes to transfer the responsibility to the contractor. If the client makes material or parts available for further processing or assembly, then the contractor is responsible for correct processing or assembly, but never for the materials or parts themselves. The contractor is not liable for damage due to death or physical injury, consequential loss or damage for any other reason, which is related to the (unsoundness of) the materials or parts made available by the client for further processing or assembly, irrespective of the processing or processing thereof by the contractor or third parties due to product liability.
Article 7. AWARD The agreement is formed by the notification to the contractor that the assignment has been awarded to it. If the notification is made orally, the client will confirm this notification in writing or signing the quotation stating the date of the notification, which confirmation will serve as full proof. If no written notification of the award has been made to the contractor by the client within seven days, the contractor can confirm the assignment in writing to the client, stating the date of the notification as irrevocable, or the deposit paid for the assignment will be accepted as confirmation of award. All price changes are settled in accordance with the provisions of article 5 paragraph 5, unless the announcement of the award is made on a day following the ultimate date of the acceptance of the offer (article 5, paragraph 1), in which case the price changes since the last day of acceptance will be settled.
Article 8 AMENDMENT Changes to the agreements and deviations from these General Terms and Conditions will only be effective if they have been agreed in writing between the contractor and the client.
Article 9 DISSOLUTION If the client does not properly comply with the obligations, which arise for him from any agreement concluded with the contractor on the basis of these terms and conditions, as well as in the event of suspension of payments, of application for or granting of a suspension of payments, of bankruptcy or liquidation of the client's affairs, or of the death of the client, or if the client loses disposal of its assets to attachment or otherwise, the contractor is entitled to the agreement or part thereof, which still have to be performed, without notice of default, that any judicial intervention is required, to dissolve and take back the goods delivered by him, insofar as they have not yet been paid, without prejudice to his right to compensation for any loss, loss of profit and other damage that may arise from another. In the cases referred to in paragraph 1, any claim that the contractor has against the client is immediately due and payable. Under the circumstances referred to in paragraph 1 of this article, the client is also entitled to dissolve the agreement. In that case, the client shall be entitled to take back any material supplied by it, insofar as it has not yet been paid for. If the dissolution, as stated in paragraph 3, is approved by the contractor, the client will owe the contractor an amount in respect of compensation equal to the costs incurred up to that time, plus 25% over the remaining amount of the quotation given with the quotation, unless the parties agree otherwise in writing.
Article 10 DELIVERY TIME The delivery time starts as soon as the agreement has been concluded and all data necessary for the commencement of the execution of the work are in the possession of the contractor. The client is obliged to inform the contractor in a timely manner of all data and choice provisions that are necessary for the progress of the work. The specified delivery periods are not to be regarded as strict deadlines. The mere exceeding of this period means that the contractor is not in default by operation of law and the client cannot dissolve the relevant agreement. The contractor must therefore first be given notice of default in this respect.
Article 11 CHANGES TO THE WORK All changes to accepted work, whether due to a special order from the client, or as a result of changes to the construction or caused by the fact that the information provided does not correspond to the actual execution of the construction, will be charged as additional work if this results in additional costs and, insofar as this results in fewer costs, will be settled as less work. Additional and less work will be settled in fairness, irrespective of the obligation to pay the principal sum.
Article 12 NON-ACCOUNTABLE FAILURE If the normal performance or delivery of the work is impeded by a non-attributable shortcoming, the contractor is entitled to exceed the agreed delivery time by at least the longer period of the non-attributable shortcoming. Non-attributable shortcomings include strikes, business interruptions, occupations and force majeure of suppliers. A non-attributable shortcoming is also understood to mean if facts or circumstances arise, under which the contractor cannot be expected to carry out the work.
Article 13 PERFORMANCE OF THE WORK Unless agreed otherwise in writing, the client is obliged, under penalty of compensation for damage and costs, to ensure: that the place, the value of the items to be assembled, materials and/or tools must be stored or that the value is delivered, in such a way that damage, in whatever form, or theft, cannot take place; that access to the location, where deliveries and/or assembly must take place, must be unobstructed and sufficient and that furthermore all cooperation is given to ensure a smooth delivery, assembly and/or finishing; .that, if a hoist, lift or another means of transport has to be used, this is made available with operation by and at the expense of the client. The instrument to be used must comply with the government regulations applicable at the time of use. Any damage arising therefrom shall be borne by the client, unless it is established that the fault of the contractor is established; that (sub)floors are free of lime, cement and dirt residues and loose parts, if necessary, unless otherwise agreed in writing, completely flat and level and broom clean; that the space in which work is to be carried out is provided with electricity, air, water and, if necessary, heating; that, if others also have to perform work in the relevant room, that work has been completed before the contractor commences its work, so that it can perform its work there unimpeded; .that, in the case of renovation work and/or renovation of the interior, the business space is closed to the public while the work is being performed.
Article 14 RISK AND STORAGE Unless the contractor has stated otherwise in writing, the risk of the goods, materials and work performed shall be borne by the client from the time of delivery of the goods and materials at the place of destination, or from the time of commencement of the work, respectively. If, through no fault of the contractor, the delivery cannot take place at the predetermined time, the goods will be stored at the expense and risk of the client. If the client is overdue in the payment of any instalment, the contractor is entitled to store the goods at the expense and risk of the client and to postpone the first delivery until all delivery terms are due and will have been paid.
Article 15 RESERVATION OF OWNERSHIP All items supplied on or with the work remain the property of the contractor until the client has fully fulfilled its payment obligations, which include additional work, extra costs and interim price increases. In addition, the contractor now and in the future will deliver all goods under agreements concluded and to be concluded with the client, subject to a silent pledge on all those goods in favour of the contractor. Any intervention by third parties must be immediately communicated by the client. Costs and/or losses arising from failure to notify immediately shall be borne by the client
Article 16 PAYMENT Unless the parties agree otherwise in writing, payment shall be made as follows: 30% upon order, 30% upon commencement of work, 30% upon delivery of work, 10% upon ready assembly or commissioning before disassembly is ready. With the fourth payment, the client will be able to withhold 5% of the contract sum as security in connection with the guarantee referred to in article 17 paragraph 1 and for small parts of the work, which may not yet have been delivered. If, however, it turns out that the finished goods must be stored, the third and fourth payments (if desired reduced by 5% of the contract price for the guarantee) will be due and payable at the time of the goods that are ready for delivery, however after deduction of assembly costs to be determined later. In that case, the assembly costs will be due and payable at the time of the first delivery of the work. All payments must be made without any deduction or set-off at the offices of the contractor or into an account to be designated by it. If the client does not pay any instalment no later than fourteen days after the due date, this will be in default without any notice of default being required. From the day that payment must have been made, the client pays interest due at 1% of the invoice amount for each month or part of a month by which the due date is exceeded. By the mere conclusion of the agreement, the client is obliged to reimburse the extrajudicial collection costs to the amount of the amounts owed for lawyers pursuant to the most recently applicable collection rate, irrespective of the compensation referred to in Article 16 paragraph 5.
Article 17 WARRANTY After the first delivery of the work, a warranty period of three months applies. For manufacturing defects, which due to their nature can be discovered after a longer period of time, a warranty period of one year after the first delivery applies. If partial delivery of the work takes place, the warranty periods start to run with the delivery of these parts. The guarantee obligation shall lapse with regard to those parts of the work that are defective if repairs or other work have been carried out by others without written permission from the contractor. No guarantee will apply to constructions or materials prescribed by the client or to material or part of the work supplied by the client or third parties on its behalf, unless performed with the explicit approval of the contractor. Repairs or changes related to paragraph 5 will not be carried out by the contractor other than at the expense of the client, unless the contractor has given its approval in accordance with the provisions of paragraph 5. If a room in which the work is placed is taken into use before the first delivery, this is entirely at the risk of the client. No warranty applies to glass, discolouration of wood for minor colour deviations of wood and other materials. The guarantee only applies to use for which the work is intended according to the order; if nothing else has been agreed about the intended use, the guarantee only applies to normal use. The warranty only applies under normal circumstances. This includes, among other things: ensuring sufficient humidity in the atmosphere, not exposing it to excessive humidity or dryness, cold, heat, etc.
Article 19 DISPUTES Dutch law applies to all disputes relating to the agreement. Only the Dutch court or the hereinafter referred to as the Disputes Committee is authorised to take cognisance of these disputes. Disputes between the client and the contractor about the formation or implementation of the agreement to which these terms and conditions apply can be submitted by both the client and the contractor to the disputes committee, which is composed by the interior construction section, set up by the Central Union of Furniture Manufacturers in Haarlem. The Disputes Committee is not authorised to deal with a dispute that exclusively relates to the non-payment of an invoice and that is not based on a material leak. A dispute will only be handled by the Disputes Committee if the customer has first submitted its complaint to the contractor within a reasonable time. The client must submit the dispute to the disputes committee in writing no later than three months after he has submitted his complaint to the supplier, stating the names and addresses of the clients and of the contractor and a clear description of the dispute and the requirement Dutch court concluded. If the contractor submits a dispute to the disputes committee, the disputes committee will only handle this dispute after the client has declared in writing, within one month after the contractor has submitted the dispute, that it will submit to the decision of the disputes committee. The Disputes Committee makes a decision by way of binding advice. A fee is due for the handling of a dispute.
Article 20 LIMITATION OF LIABILITY The contractor’s liability for damage caused by defects in the delivered goods is limited to the net invoice amount of the delivered goods. The contractor is never liable for indirect damage, including damage from third parties or loss of profit. The contractor is also not liable for damage related to constructions or materials prescribed by the client or material or part of the work supplied by the client or on its behalf by third parties.