General delivery conditions
OUTER LIMITS BV
Article 1 Scope
1.1 These general terms and conditions of delivery apply to all OUTER LIMITS BV offers, to all agreements that OUTER LIMITS BV concludes and to all agreements resulting from this.
1.2 All offers are without obligation. Any purchase or other conditions of the client are not applicable, unless they have been explicitly accepted in writing by OUTER LIMITS BV.
Article 2 Agreement
2.1 Agreements and further agreements, which have not been entered into in writing, are binding for OUTER LIMITS BV only after written confirmation from OUTER LIMITS BV.
2.2 OUTER LIMITS BV's obligations never go beyond what has been confirmed in writing by OUTER LIMITS BV.
Article 3 Quotation and formation agreement
3.1 All written offers by OUTER LIMITS BV are without obligation and valid for 30 days after date, unless the offer expressly states otherwise in writing. If the client does not accept the offer within the aforementioned period, the offer will lapse unless extension of the offer has been agreed in writing. After expiration of the offer, OUTER LIMITS BV is entitled to change the offer.
3.2 The offer is based on the information provided by the client, whereby OUTER LIMITS BV can rely on its correctness and completeness.
3.3 An agreement is only concluded if client and OUTER LIMITS BV have both signed the acceptance of the offer in writing "the order confirmation".
Article 4 Cooperation by the client
4.1 The Client shall always provide OUTER LIMITS BV with all data and information that is useful and necessary for the proper performance of the agreement and provide full cooperation.
4.2 The Client guarantees the correctness, completeness and reliability of the information provided to OUTER LIMITS BV, even if it originates from third parties.
4.3 If the performance of the agreement is delayed because the client fails to comply with the obligation set out in articles 4.1 or the information provided by the client does not comply with the provisions of article 4.2, the resulting additional costs are for the account of the client and OUTER LIMITS BV is authorized. to take account of the additional work that has become necessary for this.
Article 5 Implementation
5.1 In the performance of the agreement, OUTER LIMITS BV assumes an obligation of effort and will execute this agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship.
5.2 When executing the agreement, OUTER LIMITS BV will take into account as far as possible the reasonable wishes of the client, provided that this is conducive to proper performance of the agreement in the opinion of OUTER LIMITS BV.
5.3 If and insofar a proper execution of the agreement so requires, OUTER LIMITS BV has the right to have certain work carried out by third parties. This, however, only after the client has agreed to this in writing and thus the client reserves the right to refuse any third party offered as a cooperating party. The work performed by a third party is fully under the responsibility and direction of OUTER LIMITS BV.
Article 6 Changes and additional work
6.1 The parties can agree in the interim that the approach and scope of the agreement and / or the resulting work will be extended or changed. In principle, extra work will be performed by OUTER LIMITS BV only if a further written agreement has been signed by the parties.
6.2 These additional activities will be reimbursed by the client according to OUTER LIMITS BV's usual rates. If OUTER LIMITS BV believes that these additional activities involve a radical change of the agreement, a renewed agreement must be established and confirmed in writing by the client first and foremost this work will be carried out.
6.3 Client accepts that changes to the work as referred to in Article 6.1 may influence the agreed or expected time of completion of the agreement.
6.4 If, in the opinion of OUTER LIMITS BV, a change in the execution of the agreement is necessary to fulfill the obligations towards the client, OUTER LIMITS BV is authorized to make this change, in reasonableness and fairness, and the customer will immediately receive a written or electronic notification thereof. (SMS or e-mail).
Article 7 Fee
7.1 At the conclusion of the agreement, parties can agree a rate (per hour, per day or project), travel costs and other fees are calculated separately.
7.2 In addition to a project rate, a rate is agreed (per hour or per day) which will start from the first day after exceeding the agreed project (on) delivery period (see article 9).
Article 8 Price and payment
8.1 Payment by the Client must take place within 30 days after the invoice date, without discount or setoff by transfer to a bank account to be designated by OUTER LIMITS BV.
8.2 If the client does not pay the amounts due within the agreed term, he is in default without notice of default. OUTER LIMITS BV is entitled to hand over the claim, in which case the client will be obliged to pay extrajudicial collection costs, the amount of which will be set at 15% of the total amount due, and any legal costs, in addition to the total amount owed.
8.3 If the client objects to an invoice from OUTER LIMITS BV, the client will notify this within 7 days of the date of the invoice. The Client has the time to motivate this objection in writing up to 10 days after the date of the invoice. If the client has not met the above, the client is deemed to have accepted the invoice.
8.4 All prices are exclusive of VAT and other levies imposed by the government.
Article 9 Time limits
9.1 Exceeding an agreed delivery term does not give the client the right to cancel the agreement, or to refuse the purchase of or payment for services, unless he has written OUTER LIMITS BV in writing a reasonable period for delivery and OUTER LIMITS BV also within this period will not have fulfilled its obligations.
9.2 If an agreed delivery / completion period is exceeded and a project rate has been agreed under Article 7.1, the rate set under Article 7.2 will apply as compensation for the fee.
Article 10 Force majeure
10.1 In the event of force majeure OUTER LIMITS BV's delivery and other obligations will be suspended. In that case, OUTER LIMITS BV is obliged to deliver as soon as reasonably possible. Force majeure assimilates unforeseen circumstances with regard to persons and / or material that OUTER LIMITS BV uses or tends to operate in the execution of the agreement, which are of such a nature that the execution of the agreement is therefore impossible, or so objectionable and / or it is disproportionately expensive that prompt compliance with the agreement cannot reasonably be expected from OUTER LIMITS BV.
Such circumstances may include: government measures, business, traffic and / or transportation faults, failures in the delivery of a finished product, raw materials and / or aids, illness of deployed personnel, strikes, exclusions, obstacles by third parties, unforeseen by both parties technical complications etc. If OUTER LIMITS BV has already partially fulfilled its obligations on the occurrence of the force majeure, OUTER LIMITS BV is entitled to invoice the delivered goods separately and the client is obliged to pay this invoice as if it concerned a separate transaction.
OUTER LIMITS BV must inform the Client of the perceived force majeure by the next possibility by describing it and indicating which force majeure underlies OUTER LIMITS BV. This notification will be made in writing or by electronic means (SMS, e-mail) so that it is recorded for both parties.
Article 11 Liability
11.1 The total liability of OUTER LIMITS BV due to attributable shortcoming in compliance with the agreement is limited to compensation of the direct damage up to the amount of the assignment sum declared up to the moment of the error. For assignments with a duration of more than 1 year, the reimbursement is limited to a maximum of 1 times the annual fee.
11.2 OUTER LIMITS BV's liability for attributable shortcoming in the fulfillment of the agreement arises only if the Client promptly and in writing gives notice of default to OUTER LIMITS BV, providing a reasonable period for the purification of the shortcoming, and OUTER LIMITS BV can also be held accountable in the fulfillment of the obligation after that term. obligations remain short.
11.3 OUTER LIMITS BV is not liable for damage caused by the client's failure to timely provide correct information which OUTER LIMITS BV, in its opinion, needs for the proper execution of the agreement.
11.4 The Client shall indemnify OUTER LIMITS BV and / or the intermediary agency for liability as a result of claims by third parties as well as for damage caused by acts or omissions of third parties involved in the execution of the agreement.
11.5 Apart from the liability referred to in article 11.1, OUTER LIMITS BV is not liable for any compensation towards the client and / or third parties, irrespective of the grounds on which an action would be based.
Article 12 Cancellation
12.1 OUTER LIMITS BV reserves the right to cancel agreements in whole or in part in the event of a change in law, regulation, case law or (semi) government policy that fulfillment can no longer reasonably be expected from OUTER LIMITS BV. In such cases, OUTER LIMITS BV must notify the client in writing of the cancellation. In such cases, he is not entitled to claim compensation.
Article 13 Termination
13.1 Interim termination of an agreement is only possible if parties have expressly agreed in writing or under payment of the amount due until the original end of the agreement, unless the parties have agreed otherwise in writing in writing.
14.1 All agreements with clients are subject to Dutch law.
Article 15 Disputes
15.1 All disputes that may arise between OUTER LIMITS BV and the client in connection with an agreement or as a result of agreements that may result there from shall be adjudicated by a competent court in a municipality elected by OUTER LIMITS BV.
15.2 All judicial and extrajudicial costs made in reasonableness, which are the result of non-fulfillment by the client of obligations ensuing from the agreement, are at the client's expense.
Article 16 Final provision
16.1 OUTER LIMITS BV is authorized to change these general terms and conditions.
16.2 In the event that one or more provisions of these general terms and conditions prove to be null and void or be annulled, these general terms and conditions shall remain in force for the remainder. For the void or voided provision (s), a legally valid provision will then take place, which approximates the void or voided provision (s) as closely as possible in terms of content, scope and effect.
16.2 The Client is not entitled to transfer his rights and obligations under the Agreement without the prior written consent of OUTER LIMITS BV.