GENERAL TERMS AND CONDITIONS FOR SERVICE PROVIDERS (B2B)
- Blikcart, established in Utrecht, Chamber of Commerce number 81325371, is referred to as a service provider in these general terms and conditions.
- The other party of the service provider is referred to as the client in these general terms and conditions.
- Parties are the service provider and client together.
- The agreement refers to the agreement to provide services between the parties.
Applicability of general terms and conditions
- These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.
- Deviation from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.
- The agreement always contains best efforts obligations for the service provider, not obligations for results.
- Invoices must be paid within 15 days of the invoice date unless the parties have made other agreements about this in writing or a different payment term is stated on the invoice.
- Payments are made without any recourse to suspension or settlement by transferring the amount due to the bank account number specified by the service provider.
- If the client does not pay within the agreed term, he will be in default by operation of law, without any reminder being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled its payment obligations.
- If the client remains in default, the service provider will proceed to the collection. The costs related to that collection will be borne by the client. When the contract – giver is in default, he is also beside the principal statutory (commercial) interest extrajudicial costs and other damage due to the service provider. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.
- If the client refuses to cooperate with the performance of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.
Offers and quotations
- The offers from the service provider are valid for a maximum of 3 months unless a different term of acceptance is stated in the offer. If the offer is not accepted within that set period, the offer will lapse.
- Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if they are exceeded unless the parties have explicitly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. Parties must agree explicitly and in writing.
- The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies unless explicitly stated otherwise.
- The prices of goods are based on the cost prices known at that time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
- With regard to the service, the parties can agree on a fixed price when the agreement is concluded.
- If no fixed price has been agreed, the rate with regard to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, valid for the period in which he performs the work unless a deviating hourly rate has been agreed.
- If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this up to 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel part of the assignment that exceeds the target price plus 10%.
- The prices and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually on 1 January.
- Adjusted prices, rates and hourly wages are communicated to the client as soon as possible.
Provision of information by the client
- The client will make all information relevant to the execution of the assignment available to the service provider.
- The client is obliged to make all information and documents that the service provider believes necessary for the correct execution of the assignment available in a timely manner and in the desired form and in the desired manner.
- The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
- The client indemnifies the service provider against any damage in any form whatsoever arising from failure to comply with the provisions of the first paragraph of this article.
- If and insofar as the client requests this, the service provider will return the relevant documents.
- If the client does not make the data and documents required by the service provider available, or not on time or properly, and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.
Withdrawal of assignment
- The client is free to terminate the assignment to the service provider at any time.
- When the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.
Execution of the agreement
- The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- The service provider has the right to have work performed by third parties.
- The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.
- It is the responsibility of the client that the service provider can start the assignment on time.
Contract duration assignment
- The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise, or the parties have explicitly agreed otherwise in writing.
- If the parties have agreed on a term for the completion of certain activities within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.
Amendments to the agreement
- If during the execution of the agreement it appears that for the proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
- If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. The service provider will inform the client of this as soon as possible.
- If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
- If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or supplement to the agreement will result in this fee being exceeded.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider in the fulfilment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfilment of its obligations. towards the client is wholly or partly prevented or required to fulfil its obligations fairly – not service may be required of. These circumstances shall also include non-performance by suppliers or other third parties, power – failures, computer viruses, strikes, bad weather and work stoppages.
- If a situation as referred to above arises as a result of which the service provider cannot fulfil its obligations towards the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
- In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, even if the service provider enjoys any advantage as a result of the force majeure situation.
The Client waives its right to set off a debt owed to the service provider with a claim against the service provider.
The client waives the right to suspend the fulfilment of any obligation arising from this agreement.
Transfer of rights
The rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Expiry of the claim
Any right to compensation for damage caused by the service provider lapses in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
- The client undertakes to adequately insure and keep insured items delivered that are necessary for the performance of the underlying agreement, as well as items from the service provider that are present at the client’s and items that have been delivered under retention of title against, among other things, fire, explosion and water damage as well as theft.
- The client will provide the policy of these insurance policies for inspection upon the first request.
Liability for damage
- The service provider is not liable for damage arising from this agreement unless the service provider has caused the damage intentionally or through gross negligence.
- In the event that the service provider owes compensation to the client, the damage will not exceed the fee.
- Any liability for damages arising from or related to the execution of an agreement is still limited to the amount provided by the closed in the respective case (professional) aansprake – body – of insurance (s) is paid out. This amount is increased by the amount of the deductible according to the relevant policy.
- The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the performance of the order.
- The liability of the service provider for damage resulting from intent or willful recklessness on the part of the service provider, his superior or subordinates is not excluded.
Liability of the client
- If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
- If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be a private client. This requires that this natural person can be regarded as the (co-) policymaker of the legal person. In the event of non-payment by the legal person, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is made in the name of a legal person, whether or not at the request of the client, or in the name of the client as a natural person or both of them. .
The client indemnifies the service provider against all claims from third parties related to the goods and/or services delivered by the service provider.
Duty to complain
- The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible so that the service provider is able to respond adequately.
- In any case, a complaint cannot lead to the service provider being obliged to perform other work than agreed.
Retention of title, right of suspension and right of retention
- The goods present at the client and the goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke his retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the service provider has the right to suspend the activities until the agreed part has been paid. There is then a creditor’s default. In that case, a late delivery cannot be invoked against the service provider.
- The service provider is not authorized to pledge or encumber in any other way the goods that are subject to retention of title.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. In that case, the item will not be delivered until the client has paid in full and in accordance with the agreement.
- In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.
- Unless the parties agree otherwise in writing, service retains all intellectual absolute rights (including copyright, patents, trademarks, designs and models – law, etc.) on all designs, drawings, documents, media data or other information, quotes, pictures, sketches, models, scale models, etc.
- The mentioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.
- The client undertakes to maintain the confidentiality of the confidential information made available to it by the service provider. Confidential information is, in any case, understood to mean that to which this article relates, as well as the company data. The client undertakes to impose a written obligation of confidentiality on the scope of this provision to its personnel and/or third parties involved in the implementation of this agreement.
- Each party will keep the information it receives (in whatever form) from the other party and all other information regarding the other party that it knows or can reasonably suspect to be secret or confidential, or information that it can expect to be secret or confidential. its dissemination could cause harm to the other party and shall take all necessary measures to ensure that its personnel also keep the said information confidential.
- The duty of confidentiality referred to in the first paragraph of this article does not apply to information:
- which at the time the recipient received this information was already public or has subsequently become public without a breach by the recipient of a duty of confidentiality imposed on it;
- of which the receiving party can prove that this information was already in its possession at the time of provision by the other party;
- that the receiving party has received from a third party whereby this third party was entitled to provide this information to the receiving party
- which is made public by the receiving party on the basis of a legal obligation.
- The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.
Penalty for breach of confidentiality obligation
- If the client violates the article of these general terms and conditions regarding confidentiality, the client will forfeit an immediately payable fine of € 3,000 on behalf of the service provider for each violation and an amount of € 100 for each day that the violation continues. This is regardless of whether the violation can be attributed to the client. Moreover, no prior notice of default or legal proceedings are required for forfeiting this fine. There is also no need for any form of damage.
- The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of the service provider, including his right to claim compensation in addition to the fine.
Non-takeover of personnel
The Client does not employ employees of the service provider (or of companies that the service provider has relied on for the implementation of this agreement and which are or have been involved in the implementation of the agreement). Nor does he allow them to work for themselves directly or indirectly in any other way. This prohibition applies during the term of the agreement up to one year after its termination. There is one exception to this prohibition: the parties can make other agreements with each other in good business consultation. These agreements apply insofar as they have been laid down in writing.
Applicable law and competent court
- Dutch law is exclusively applicable to every agreement between the parties.
- The Dutch court in the district where blikcart is established/maintains a practice / maintains its office has exclusive jurisdiction to hear any disputes between the parties unless the law prescribes otherwise.