General terms and conditions of delivery
General terms and conditions relating to the formation and execution of orders by:
b2b Communications BV. The Chamber of Commerce of Central Gelderland no.: 059203455.
Article 1
1.1 b2b Communications BV with its registered office in Velp, the Netherlands, will be referred to in these General Terms and Conditions as b2b.
1.2 The contracting party of b2b Communications BV shall be referred to in these General Terms and Conditions as: "the client".
1.3 In connection with these General Terms and Conditions, b2b acts exclusively as the contractor.
Applicability of these terms and conditions
Article 2
2.1 These General Terms and Conditions apply to all b2b's quotations.
2.2 The application of these General Terms and Conditions, at least in part, can only be deviated from in writing between the client and B2B.
2.3 In case of conflict between any General Terms and Conditions applied by the client and General Terms and Conditions of B2B, the General Terms and Conditions of B2B shall prevail unless the reasonableness and fairness expressly dictate otherwise.
Offers
Article 3
3.1 If b2b formulates an order description, this will be done in writing. An order description sent to the client is (also) an offer.
3.2 All quotations are without obligation, unless explicitly stated otherwise in writing.
3.3 All offers are valid for a maximum of thirty days, counting from the date that appears on the offer made.
Agreements
Article 4
4.1 All agreements for the execution of orders by b2b are concluded by written confirmation of the order by the client to b2b in accordance with the order confirmations sent by b2b and to be signed by the client. If the client fails to return the signed order confirmation within fifteen days of receipt, the client will be deemed to have agreed to the conditions laid down in the order confirmation. If, within the last mentioned period of fifteen days, the client has otherwise made known in writing that he agrees with the contents of the order confirmation, the client will be deemed to have agreed to the conditions laid down in the order confirmation from that moment on.
4.2 Once an offer has been sent and received, no changes can be made unless special circumstances dictate otherwise. Further conditions or adjustments set by the client shall, upon acceptance thereof by b2b, be followed by a new offer to be made and order confirmations to be signed by the client, whereby the earlier offer made and the order confirmation to be signed by the client shall be considered to have lapsed. The provisions of article 4.1 shall apply mutatis mutandis.
4.3 Amendments to an agreement that has been concluded shall only be effective if they have been agreed in writing between the client and b2b. The provisions of section 4.1 above shall apply mutatis mutandis.
4.4 If changes lead to an increase or decrease in the originally agreed remuneration and/or costs to be incurred, this (these) increase(s) or decrease(s) must be agreed in writing between the client and B2B.
4.5 In the absence of agreement on an increase or decrease in the agreed remuneration and/or costs to be incurred as a result of an amendment as referred to under 4.3 above, the original agreement between the client and B2B in its entirety shall remain in force.
Payment
Article 5
5.1 Unless agreed otherwise in writing and confirmed in writing by b2b, payment by the client will take place within fourteen days of the invoice date. The invoice date shall be deemed to be the date of dispatch.
5.2 Sent invoices shall be deemed to have been received by the client and retained without protest if the client has not complained to b2b within fourteen days of the date of the invoice by means of a registered letter in connection with the invoice concerned. Submitting complaints does not suspend the payment obligation, but in the event of a ground finding, can only lead to restitution of the excess amount paid, subject to the payment of interest on the excess amount equal to the promessen discount of De Nederlandse Bank.
5.3 In the event of late payment of an invoice without protest. If the invoice is retained, the client is obliged to pay default interest of 8.5% per month on the outstanding amount to b2b. Part of a month is calculated as a whole month.
5.4 Notice of default from the client will be required by means of a registered letter or a bailiff's writ. An exception to this is the provisions of Article 7.1.
5.5 Setting off debts is never permitted.
5.6 Without prejudice to the provisions of article 5.3 above, in the event of default by the client, b2b is entitled to recover all judicial as well as extrajudicial costs in addition to the principal sum of the client.
Rates; costs
Article 6
6.1 During the execution of the order with regard to the remuneration of the rates to be applied, these will be mentioned by b2b in the offer and/or order confirmation. Unless stated otherwise, these rates are exclusive of travel and accommodation costs in the Netherlands. All other costs can be invoiced by b2b, separately specified.
6.2 If the activities of b2b lead to the publication of a written report, one report shall be made available to the client. If the client wishes to receive more than one copy, the costs involved shall be charged to the client.
Dissolution
Article 7
7.1 Without prejudice to the provisions of article 5.4 above, the agreement will be dissolved without judicial intervention and without prior notice of default being required, from the moment the client is declared bankrupt, applies for a provisional suspension of payments, or as a result of seizure, being placed under guardianship or otherwise loses all or part of the power to dispose of his assets.
7.2 Client is at all times entitled to terminate the agreement.The client is obliged to dissolve agreements with b2b, provided that all costs incurred by b2b up to that point in time are reimbursed by the client. Dissolution by client shall be effected by registered letter addressed to b2b.
7.3 By dissolution of the agreement, all claims of b2b against the client will become immediately due and payable. In addition b2b is entitled to full possible loss of profit that b2b misses as a result of this dissolution.
Liability
Article 8
8.1 The liability of b2b towards the client does not extend beyond the fulfilment of the obligation to make every effort to carry out what has been agreed with the client to the best of its ability. The client is not entitled to claim any compensation for damages other than in respect of non-compliance with the aforementioned best efforts obligation.
8.2 Irrespective of the provisions of 8.1, b2b cannot be held liable when:
a. The result, which is the result of the efforts of b2b differs from the result that the client and b2b had in mind;
b. The work delivered by b2b is used or applied incorrectly by the client;
c. The liability stated is the result of changed circumstances, which at the time of the conclusion of the agreement were not reasonably foreseeable;
d. If this delay cannot be attributed to gross negligence, the commissioning party shall be deemed to have understood that the execution within the limits of reasonableness and fairness must still take place as soon as possible, without this affecting the obligations arising from the commissioning party's assignment.
Retention of title; obligation of confidentiality
Article 9
9.1 All copyrights relating to an order carried out by b2b are the joint property of b2b and the client as soon as and insofar as the client has fulfilled its financial obligations under the agreement, on the understanding that transfer and/or reproduction in any way whatsoever and/or publication of the work delivered by b2b or parts thereof is only possible by b2b or by the client with the prior written consent of other copyright holders.
9.2 The client is not permitted to use the work carried out by b2b other than strictly for its own benefit, unless otherwise agreed in writing by b2b.
9.3 Without the written consent of b2b, the client will not disclose to third parties the work carried out by b2b, the working method used by b2b and the report issued by b2b.
9.4 b2b is obliged to treat with care and confidentiality the information provided to it within the framework of the assignment with regard to (the company of) the client.
Disputes
Article 10
10.1 Disputes between the client and B2B, regardless of their nature, will be submitted exclusively to the court in Arnhem by the most diligent party.
10.2 All agreements between the client and B2B, as well as the pre-contractual phase, shall be governed by Dutch law.
10.3 This agreement shall be governed by the rules of reasonableness and fairness.
10.4 The correspondence address of b2b shall be the address stated on the letterhead of b2b. The post office box number or the address stated on the client's letterhead shall serve as the correspondence address of the client.
In operation
Article 11
11.1 These General Terms and Conditions will enter into force on the eighth of November two thousand and thirteen (8-11-2013).
b2b Communications BV
Business address:
Arnhemsestraatweg 19 6881 NB JL Velp
Postal address:
P.O. Box 50, 6880 AB Velp
Tel. 026-3700027
E-mail: [email protected]
Internet: www. b2bcommunications.nl
