Article 1 Definitions
In these terms and conditions shall apply:
- Natural or legal person holding a contract to A-Fair BV (hereinafter A-Fair) provided;
- The General Conditions: the general terms of A-Fair.
Article 2 Applicability.
- Unless otherwise agreed in writing, these Terms and Conditions apply to all offers made by A fair and orders accepted, and they are part of and are applicable to all offers of assignments, agreements and legal relations with A-Fair and the client .
- Agreements deviating from these Terms and conditions are only valid if they are confirmed in writing by A-Fair
- The general conditions of the client shall not apply, unless they are accepted bij A-fair.
- The Client declares that in granting an assignment agreement with these terms and conditions.
Article 3 Offers.
- All negotiations and offers are without obligation, unless explicitly stated otherwise . Made offers or promises to give no more than a claim from the moment these offers and commitments are confirmed in writing by A-fair and well accepted . Written by the client.
- Quotations are free and valid for thirty days, unless otherwise specified or unless A-fair indicates immediately upon receipt there of , that no agreement should be realized under the conditions as defined in the offer .
- Offers are based on information supplied by the client , the accuracy of which the contractor may assume . The Client warrants that it has provided . All essential information for the design and execution of the contract to the contractor to the best.
Article 4 Establishment Agreement and implementation.
- The agreement comes into effect on the date it is signed by both parties and shall take effect on the date it was received by A – Fair.
- A-fair will run the task to be performed by it to the best of its ability and in accordance with the requirements of good workmanship . This obligation has the character of a bligation, as the achievement of the desired result can not be guaranteed.
- Commands are run on an exclusive basis, unless the parties agree otherwise in writing.
- If agreement is reached on the assignment on quotation basis, sends A-fair between the parties to the principal an order confirmation with include: start date, duration, price and deploy services and products throughout the ranges.
Article 5 Amendments and additions.
- Changes or additions to the content of the agreement , including the applicable terms and conditions shall take effect only after they have been agreed in writing. A-fair and the principal It is free to prove that the changes in a different way than in the previous paragraph have been established parties.
- If the amendment or supplement to the agreement has implications for finance, planning and / or quality , A-Fair will advise the client as early as possible . If a fixed fee has been agreed , A-Fair will indicate to what extent the amendment or supplement to the agreement means an overrun .
- When cutting short a route through the customer’s costs are charged to the hours worked .
- If the contract is a group listed A-Fair reserves the right to change the agreed fee in accordance with the agreement , to be reconsidered in the actual number of participants at the meeting appeared different from that set out in the agreement .
Article 6 Intellectual property.
- The intellectual property of all for the performance of the contract material used by A-Fair and the opinions , concepts and plans lies with A-Fair .
- The client except with the prior written permission of A-Fair expressly prohibited the products described in paragraph 1 of this Article as well as the methods used by A-fair for the execution of the contract , methodologies and techniques with or without the involvement of third parties reproduce, disclose or exploit .
Article 7 agreed sum and payment.
- Amounts are exclusive of sales tax (VAT ) , unless otherwise agreed in writing .
- If after the conclusion of the agreement , but before the command is executed , wages and / or prices change , is A-fair entitled to adjust according to the CBS index CAO wages unless A-Fair and the client agreed sum to other arrangements have made decision in writing.
- Unless A-Fair and the client have made other agreements , this writing, the agreed amount , plus any advance payments and invoices from third parties , at the rate per month will be charged to the client .
- All costs after consultation with the client made by A -Fair in connection with the performance of the contract shall be borne by the client . At the end of the month in which the costs are incurred , these costs are charged to the client by A-Fair .
- The client is held within 30 ( thirty ) days to comply , unless both parties another payment agreed in writing. Every invoice submitted by A-Fair invoice date.
- Payments must be made without any discount and / or setoff or deduction , while also , which the client has received an invoice not suspend advertising of any kind , the obligation of the client against A-Fair .
- Upon early termination of the contract for any reason whatsever, A-Fair without prejudice to its right to right ( additional) damages to spend based on the hourly rate multiplied by the A fair number to the client on a fee date of receipt of a written termination of the order of hours spent .
- After the expiry of 30 days after the invoice date, the client is in default , the client is from the moment of default on the amount due an interest of 1 % per month , unless the statutory interest rate is higher, in which case the statutory interest applies .
- Payments made by the customer shall always be applied first of all interest and costs , in the second place the invoices which are the longest , even if the client that the payment relates to a later invoice .
- If the client fails to fulfill any of its obligations, all reasonable costs incurred in obtaining payment out of court on behalf of the client. These costs amount to at least 15 % of the amount due .
- If A-Fair proves to have made , which were reasonably necessary, these costs also qualify for reimbursement.
Article 8 or third parties.
- A-fair is authorized to use the services of third parties. Use in the performance of the contract.
- 2. A-fair will take due care in the selection of such third parties. If A-Fair proves that it has been her choice, she is careful not liable for shortcomings of these third parties.
- 3. If the client has suffered damage as a result A fair will be the principal at least as much as in A-fairs judgment may be helpful in his efforts to limit the damage.
Article 9 Suspension.
If the client is lacking in any obligation to A-fair or if A fair has reasonable grounds to believe that the client will fail in the fulfillment of any obligation towards A fair, to have A fair entitled to its obligations suspend without prejudice to the right of A fair to claim damages. any agreement with the client.
Article 10 Force Majeure.
- 1. If A-fair is prevented its obligations by force majeure or if performance onerous or expensive, A-fair the right to suspend the performance of its obligations under the agreement or contract in whole or in part dissolve, at its discretion, without the client can assert that reason any right to compensation of costs, damages and / or interest.
- 2. Force majeure: war, threat of war, riot, fire, disturbance, strike, flood, stagnation, or reduction or discontinuation of supplies by public utilities, restrictive measures taken by any government, of any nature and / or volume, prohibition of supply by any public or private body, it is not or does not fulfill their obligation by third parties, abnormal weather conditions, traffic problems, impeding or closed shipping, lack of raw materials, auxiliary materials and fuel, and all the fault of A-fair surrounding circumstances, which the performance of its obligations or may not be prevented. temporarily allowed.
- 3. If A-fair is partially fulfilled its obligations, it is entitled to a proportionate part of the agreed sum calculated on the basis of the work already performed and expenses incurred.
Article 11 Non-compliance.
- If the client fails to make any payment on time, he is in default by the mere expiry of the payment. In that case, and if the client is declared bankrupt, moratorium is placed under guardianship distraint on its estate , dies or otherwise loses control of his assets , is dissolved or its business ceases , all amounts owed to A-fair without any notice being required is immediately due and has A-fair is also entitled to terminate the agreement. immediately in whole or in part The client is then obliged to pay the resulting incurred and / or suffered by A-fair damage . On A fair peace then no obligation to pay damages for termination of the agreement .
- On any amount due is interest rate of 1 % ( one percent ) per month from the date of payment falls to that of full payment. A portion of the month counts as a full month .
- All (extra ) judicial costs A-fair must make in order to enforce its rights against the client shall be borne by the client .
Article 12 Other early termination.
- If A-fair and / or client after adjustment possibilities are investigated believes / that the command can not be executed in accordance with the agreement, then they have the right to terminate the agreement. Accordance with the following provisions interim
- In the event of premature termination will be for contracts which have an agreed maturity of more than 2 ( two) months , at the request of either party, a notice period of 1 are taken , provided that the notice period is never more than eight ( one) month the remaining agreed term . Then in A-fair pay a fee equal to the average over the preceding months by the client to A-fair amount owed .
- In the event of early termination by the client are also on A-Fair owe the costs related to contracts already entered into with third parties, A-fair . For the determination of costs referred to the administration of A-fair decisive.
Article 13 Liability.
- A-fair will execute the contract properly and carefully looks after the interests of the client to the best and provides its services to the best and science. An assignment (or parts thereof) must be completed on or before the agreed deadlines. Agreed terms relate, unless otherwise agreed, not deadlines so that the occurrence of default (attributable failure ) prior written notice is required.
- In a shortcoming in the fulfilment of obligations by A-fair , A-fair will be held only consequent to reimburse up to the amount of the fee, the sales tax is not included therein . Resulting direct damage The damage to be compensated by A-fair totals, or gross negligence, never more than 5,000 . A-fair is in no way liable for indirect damage, including at least includes financial loss as referred to in article 6:96 BW, interest and delay damages, damages for loss of data, damage due to exceeding agreed exceptionally delivery times or other term positions if and to the extent applicable , damage to third parties ( such under grant indemnity for all claims by the client) or damage due by A-fair information advice whose content is not explicitly part of the written agreement or order .
- 3. A-fair is not liable for damages from any cause whatsoever to property of the client or third parties during or in connection with the execution of its work. Client shall A-fair harmless against all claims by third parties in respect of the aforesaid damages against A- fair assert .
- 4. The (legal) claim and / or complaint arising from a shortcoming is not admissible if the client and / or customer does not need to discover within a reasonable time after he has discovered or could reasonably shortcoming but no later than four weeks after completion of the relevant work, A-fair has appointed in writing in default and / or if that (legal) action is brought later than 6 months from the day on which the contract through completion or termination has ended. The right of action shall lapse furthermore an action is brought. Course of 1 year after the written notice in the event within this time
- A-fair accepts no liability with regard to the functioning and the act or omission including its proposed candidates and / or employers, indirect, consequential or consequential damages.
Article 14 Applicable law.
In all negotiations, agreements and other legal relationships between A-fair and client Dutch law.
Article 15 Settlement of disputes.
1. Disputes will be settled by the competent Dutch court in Dordrecht. Arise between the parties.
2. The parties will first appeal to the court if they have made every effort to settle a dispute among themselves to the limit.