General Terms and Conditions applicable to the services and activities provided by the private limited company Octrooibureau Vriesendorp & Gaade BV, hereinafter referred to as 'V&G', as Contractor.
- The relationship between the Client and V&G is fully governed by Dutch law.
- V&G will always be considered the Contractor. Articles 7:404 and 7:407, paragraph 2, of the Dutch Civil Code shall not apply.
- V&G is obligated to exercise the care expected of a reasonably competent contractor. It does not guarantee that the intended result will be achieved.
- When carrying out an assignment, V&G may involve one or more persons who are not directly affiliated with V&G as partners or employees. If such a person is engaged, their failure to perform can only be attributed to V&G if the Client demonstrates that V&G's selection of the person was clearly negligent.
- Unless otherwise agreed, V&G is entitled to a fee based on the hourly rate applicable at the time the assignment is executed, as well as compensation for disbursements and costs incurred by V&G in connection with the assignment, such as telephone, fax, postage, and copying expenses, plus applicable VAT. In the event of an urgent assignment, an increase in the standard rate applies.
In the case of multiple Clients, each is jointly and severally liable for the amount owed to V&G. If, at the request of the Client, invoices for work performed by V&G are issued in the name of a person other than the Client, the Client remains jointly and severally liable in addition to the invoice addressee.
If the client represents a third party, the client is deemed to have thoroughly verified the creditworthiness and solvency of that third party. The client accepts full liability for all orders placed on behalf of the third party they represent and is obligated to pay all amounts owed to V&G, regardless of whether the third party they represent has fulfilled its financial obligations to the client.
V&G is entitled to request advance payments and/or to send an interim invoice.
Each invoice must be paid within 30 calendar days of the invoice date by crediting the final amount stated on the invoice to the account specified therein. An invoice is considered approved if no written and duly substantiated objection is received within 14 calendar days of receipt.
What is owed to V&G must be paid in Euros.
Offsetting against a counterclaim is not permitted, except insofar as it concerns a counterclaim that has been irrevocably established in court or has been expressly acknowledged in writing by V&G.
In the event of late payment of any amount owed to V&G by the Client, the Client will owe V&G default interest of 1.5 percent for each month or part thereof that payment remains outstanding. In the event of late payment, V&G will also be entitled – without notice of default being required – at its discretion to immediately suspend the performance or terminate all agreements concluded with the Client, without prejudice to its other rights against the Client. The provisions of the previous sentence also apply if the Client files for bankruptcy, requests a suspension of payments, or decides to largely close down or liquidate its business or enterprise.
V&G is entitled to reimbursement of all costs, all extrajudicial (collection) costs (including the costs incurred for drafting and sending reminders, conducting settlement negotiations, and other actions in preparation for potential legal proceedings), as well as legal costs, which will be borne by the contractor. The extrajudicial collection costs are calculated based on the "Voorwerk II" report and are increased by a €25,00 registration fee. - The Client is entitled to compensation for damage resulting from an event or a series of related events for which V&G is legally liable to the Client:
a. if V&G is covered by insurance for that damage, up to a total amount equal to the payment from the insurance plus V&G's deductible under the insurance;
b. if V&G, other than due to exceeding the insured amount, is not covered by any insurance for that damage, up to a total amount of EUR 75.000.
The right to compensation for damages shall lapse if, after discovery of damage or a real chance thereof, this is not reported to V&G in writing within one month of discovery and in any case as soon as twelve months have passed since the event (the act or omission on the part of V&G) from which the damage arose and for which V&G is to be held liable.
The provisions of the previous two paragraphs also apply if the Client claims damages on the basis of a claim taken over or acquired from another party.
If a third party claims compensation from V&G for damages suffered in connection with the performance by V&G of an assignment from the Client, the Client will indemnify V&G against that claim and additional costs to the extent that V&G must compensate the third party for more damages than it would have to compensate if the Client itself were to claim compensation for the damages from V&G. - V&G does not guarantee the correct, complete, or secure transmission of the contents of a sent letter, fax, or email, nor its timely receipt, and is not liable for viruses or other data-affecting factors associated with this message and/or attachments, if applicable. V&G assumes that the Client uses an optimally updated anti-virus program.
- V&G does not guarantee the accuracy or completeness of information provided by the client and accepts no liability for this. If the client provides incorrect and/or incomplete information, V&G may, even in good faith, terminate the agreement with the client.
- The General Terms and Conditions also apply to any additional or follow-up orders.
- The above provisions may also be invoked by persons who are directly or indirectly involved in any way in the execution of assignments by V&G.
- The court in the district of The Hague has exclusive jurisdiction to hear all disputes between the Client and V&G, provided that V&G remains entitled to take legal action against the Client before the court that would have jurisdiction to hear disputes between the Client and V&G without this choice of forum.
1 July 2012