GENERAL TERMS AND CONDITIONS SPEK HORTI
ARTICLE 1. DEFINITIONS
In these general terms and conditions the following are taken to mean:
van der Spek Hortiprojects & Interim
2806 KE Gouda
Ch. of Comm.: 68423527
Terms and conditions
These general terms and conditions applied by Spek Horti and applicable between Spek Horti and the client.
the party with whom Spek Horti has entered or will enter into an agreement.
All work, products as well as services, for which the assignment is given, or ensuing from, or directly related to the assignment, all in the broadest sense of the words.
every verbal or written offer from Spek Horti to enter into an offer with it.
the (project) assignment agreed between Spek Horti and the client.
by letter, email, text or WhatsApp.
ARTICLE 2. APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS
1. These terms and conditions apply to all tenders, offers, assignments, work, agreements and legal acts in the course of which Spek Horti supplies goods and/or provides services of whatsoever nature to the client.
2. The applicability of purchase or other terms and conditions of the client is expressly rejected, provided that this is not specifically agreed in the assignment.
3. Amendments of the assignment or the terms and conditions are only valid if and insofar as these have been agreed in writing by the authorised representatives of parties. These terms and conditions also apply to any agreement in the course of which Spek Horti involves third parties for the performance thereof. Derogations from these general terms and conditions will only be valid if and insofar as these have been agreed in writing between Spek Horti and the client.
4. Any purchase or other general terms and conditions of the client will not apply, unless Spek Horti has expressly accepted these in writing.
5. If one or more of the provisions of these general terms and conditions is/are null and void or is/are declared void the remaining provisions of these general terms and conditions will remain in full effect. In that case, Spek Horti and the client will enter into consultation to agree to new provisions for the replacement of the null and void or voided provision, as much as possible in accordance with the purpose and meaning and effect of the original provision.
6. These general terms and conditions also apply to any additional assignments and subsequent assignments from the client.
ARTICLE 3. OFFERS AND TENDERS
1. An offer from Spek Horti is without obligation, unless expressly stated otherwise.
2. Offers are based on the information provided by the client. The client guarantees that the client, to the best of the client's knowledge, has thereby provided all essential information for the set up and performance of the agreement.
3. Offers are valid for 30 days, unless stated otherwise.
4. The prices in offers are excluding VAT, unless expressly stated otherwise.
5. Spek Horti cannot be held bound by the published prices or offers made if the client can reasonably understand that these, or a part thereof, contain an obvious mistake or clerical error.
6. The agreement comes into effect by means of the signing in writing of the offer or written or verbal approval of the offer.
7. Prices, offers or tenders will not automatically apply to future agreements.
ARTICLE 4. PERFORMANCE OF THE AGREEMENT
1. Spek Horti will execute the services to be provided by it to the best of its knowledge and abilities and in accordance with high standards. This obligation has the character of an obligation to use best endeavours, because the achievement of the intended result cannot be guaranteed.
2. Spek Horti will conduct consultation with the client regarding the manner in which the assignment will be executed.
3. The client authorises Spek Horti to take decisions daily, which Spek Horti deems necessary for the proper execution of the assignment.
4. The client will provide Spek Horti in a timely manner with the information necessary for the proper execution and completion of the assignment. This also applies to the making available of employees and facilities originating from the client that will be involved in the work.
5. The client guarantees the accuracy, the completeness and the reliability of the data and documents made available to Spek Horti, also if these originate from third parties, insofar as this does not ensue otherwise from the nature of the assignment.
6. Spek Horti can only execute work and charge this to the client, which is more than for which purpose the assignment has been provided, if the client has provided prior permission for this.
7. Spek Horti can in consultation with the client change the deployment of its own employees, if it is of the opinion that this is necessary for the execution of the assignment. The change is not permitted to reduce the quality of the services, or to have a negative impact on the continuity of the assignment. A change in the deployment of employees can also take place in consultation with Spek Horti, upon the request from the client. The engagement of third parties during the execution of the assignment will take place exclusively in mutual consultation. Any liability on the part of Spek Horti, who has accepted the assignment, for any failure in the execution thereof by a third party/third parties engaged or involved therein by Spek Horti or the client, is excluded.
ARTICLE 5. AMENDMENT OF THE ASSIGNMENT
1. The client accepts that the time planning of the assignment can be impacted, if parties in the interim agree to expand or amend the approach, working method or extent of the assignment and/or the work ensuing therefrom.
2. If the interim amendment of the assignment or of the execution of the assignment arises through the actions of the client, Spek Horti will make the necessary adjustments if the quality of the provision of service requires this.
3. If such an adjustment results in contract extras, this will be confirmed to the client as an additional assignment. Amendments of an agreement will only be valid if these are made in writing, and both parties have agreed to the amendments.
ARTICLE 6. DURATION AND COMPLETION OF THE ASSIGNMENT
1. The assignment is entered into for an indefinite period, unless it ensues from the contents, nature or meaning and effect of the provided assignment that this is entered into for a fixed period.
2. The duration of the assignment can be impacted, apart from efforts by parties, by a variety of factors, such as the quality of the information and cooperation that Spek Horti acquires. Spek Horti can therefore not exactly state in advance how long the throughput time of the execution of the assignment will be.
3. The assignment will be concluded as soon as the final account has been approved by the client. If the client does not respond within 30 days, the final account will be deemed to have been approved.
ARTICLE 7. TERMINATION BEFORE THE END OF TERM OF THE ASSIGNMENT
1. Parties can terminate the agreement prematurely and unilaterally if one of the parties is of the opinion that the execution of the assignment no longer can take place in conformity with the confirmed offer and any later additional assignment specifications. This must be made known to the other party in writing, stating reasons.
2. If the client has proceeded with premature termination, Spek Horti will have the right to compensation due to the arising of loss resulting from lower capacity utilisation, to be made plausible, whereby the average monthly invoice amount until that time will be applied as the starting point.
3. Spek Horti may only make use of its entitlement to premature termination if, as a result of facts and circumstances beyond its control or that cannot be attributed to it, completion of the assignment cannot reasonably be expected of it. Spek Horti retains the right thereby to payment of the invoices for the work executed until then, whereby the work executed until then will be made available to the client subject to the proviso of the provisional results. Insofar as this entails extra costs, these will be charged.
4. In the event that one of the parties is declared bankrupt or goes into liquidation, applies for moratorium, or ceases its business operations, the other party will have the right to terminate the assignment without observing a notice period, all this will be with the reservation of rights.
ARTICLE 8. RATES
With regard to the rates and the costs based thereon, it will be stated in the offer whether the travel and accommodation costs and other assignment-related costs are included therein. Insofar as these costs are not included, these will be charged separately. Any interim change of the amount of the costs, which compel Spek Horti to adjust the rates, or adjustment of other reimbursement of expenses referred to regarding this matter, will be charged on.
ARTICLE 9. PAYMENT TERMS
1. The fee consists of a fixed hourly rate or a fixed contract price.
2. The fee and the costs, as referred to in article 8, which are not included in the rates, will be charged monthly. Payment must take place within 30 days after the invoice date.
3. After the due date the statutory (commercial) interest can be charged, without the requirement of notice of default. If payment is not forthcoming, Spek Horti can suspend the execution of the assignment.
4. If the client is in default or fails in another manner in the fulfilment of one or more obligations of the client, all reasonable costs, judicial as well as extrajudicial, for acquiring payment of the invoice, will be at the expense of the client.
5. If the assignment is provided by more than one client, all clients will be jointly and severally liable for the fulfilment of the obligations as these are stated in this article (regardless of the name details of the invoice). Spek Horti retains the right to (in consultation with the client) annually adjust the agreed fee due to a change of the general price index and due to measures imposed by authorities.
ARTICLE 10. INTELLECTUAL PROPERTY
1. Spek Horti retains the full ownership of all information and all intellectual and industrial property rights related to all offers made by it, materials provided by it and goods delivered by it. It is not permitted to reproduce or disclose any part of this with express prior permission in writing from Spek Horti.
2. Each party will act in the context of the agreement at any time in line with any statutory obligations in the context of the collection, sharing, processing and removing of personal data.
3. If personal data is made available to Spek Horti by the client, the client agrees to the intended storage and use thereof by Spek Horti in accordance with the use of these personal data for the delivery of the goods and/or services under the agreement and/or the provision of the personal data to third parties insofar as necessary in that context.
4. The client guarantees towards Spek Horti that the client has obtained all required express permission from the data subjects related to any personal data made available within the context of the agreement for the storage and use thereof by or on behalf of Spek Horti as foreseen in that context.
5. Upon the request from the client, Spek Horti will remove the personal data requested by it from its servers or otherwise, unless a statutory obligation to retain is vested in it. In that case Spek Horti will ensure this removal within a reasonable period.
ARTICLE 11. CONFIDENTIALITY
1. With the exception of any obligation to disclose specific data imposed on Spek Horti by law or a government agency authorised for this purpose, Spek Horti is obliged to maintain the confidentiality of all the client's confidential information and data towards third parties.
2. Spek Horti will, in the context of the assignment, take all measures for the protection of the interests of the client. Without permission from Spek Horti, the client will not make any statement to third parties regarding the approach of Spek Horti, its working method and suchlike, or to make its report available.
ARTICLE 12. LIABILITY
1. The damage to be compensated by Spek Horti is limited per assignment to an amount equal to the advisory fees with a maximum of €10,000. Spek Horti will not be liable for indirect damage including consequential loss. Spek Horti will also not be liable for compensation of trading loss, lost profits, damage as a result of the loss or destruction of data, or damage ensuing from claims by third parties towards the client. Spek Horti will only be liable in the event of an intentional act or gross negligence for damage caused by the failure to, late, incomplete, or inferior delivery of work. All periods and dates referred to by Spek Horti in the offer, are target dates, unless it has been expressly stated that there is a final deadline/date.
2. With regard to the work executed or to be executed, Spek Horti will only be liable for the advice given at any time, insofar as this advice originates directly from Spek Horti to the client.
3. Shortcomings will not be deemed to have occurred until Spek Horti has been given written notice of default by the client, stating reasons, to remedy the consequences of the shortcoming within a reasonable period.
4. Any liability on the part of Spek Horti will lapse on the expiry of one year after the day on which the assignment terminated by means of completion or notice of termination. The right of claim on the basis of an attributable failure will lapse on the expiry of two years after the notice of default in writing, stating reasons.
5. The client indemnifies Spek Horti against all damage that third parties suffer or have suffered due to any inaccuracies in the reports and/or advice from Spek Horti. The reports and advice are exclusively intended for the client and third parties, not being the client, cannot derive any right whatsoever therefrom.
ARTICLE 13. COMPLAINTS AND DISPUTES
1. Any complaints will only be dealt with if these are received in writing by Spek Horti within one month after these are discovered. If no complaint is submitted to Spek Horti within this period, the delivery made by it will be deemed to entirely meet the assignment and to be unconditionally accepted and approved by the client.
2. Submitting a complaint will not release the client from its payment obligation towards Spek Horti.
3. In the event of disputes between Spek Horti and the client, parties will first try to resolve the dispute in mutual consultation or amicably. All disputes that cannot be resolved amicably will be exclusively submitted to a court with competent jurisdiction.
ARTICLE 14. FORCE MAJEURE
1. If Spek Horti is prevented by force majeure from fulfilling any obligation towards the client, and the situation is, in the opinion of Spek Horti, of a permanent or prolonged nature, parties can make arrangements regarding the termination of the agreement.
2. If Spek Horti is prevented by force majeure from fulfilling any of its obligations towards the client and the force majeure situation, in Spek Horti's opinion, is of a temporary nature, Spek Horti will be entitled to suspend the performance of the agreement until the circumstance, cause or incident that causes the force majeure situation no longer occurs.
3. Force majeure will be deemed to be any circumstance, cause or incident, wherever it may take place, arise or occur, which temporarily or permanently prevents Spek Horti from fulfilling any of its obligations correctly, fully or in a timely manner, or makes it impossible or unreasonably onerous, and which circumstance, cause or incident Spek Horti cannot reasonably be expected to prevent or which is partly beyond the control of Spek Horti or on which Spek Horti cannot exert any influence.
4. Spek Horti will be entitled to claim payment related to everything performed by or on behalf of it for the performance of the agreement with the client before the circumstance, cause or incident resulting in force majeure occurred or became apparent.
ARTICLE 15. APPLICABLE LAW
1. Dutch law applies to all disputes related to and/or ensuing from the assignments or agreements, which these terms and conditions are declared applicable to.
2. The court in the place of business of Spek Horti will have exclusive jurisdiction to hear and determine disputes concerning, or related to, or ensuing from the agreements concluded with Spek Horti, unless Spek Horti prefers to submit the dispute to another court.