General Terms & Conditions applicable to services rendered and activities performed by the private company with limited liability Octrooibureau Vriesendorp & Gaade B.V., further to be called “V&G”, as the party accepting the instructions.
- The relationship between the principal and V&G is fully governed by Dutch law.
- V&G will always be regarded as the party accepting the instructions. Applicability of articles 7:404 and 7:407 second paragraph of the Dutch Civil Code is excluded.
- V&G are obliged to exercise the care of a duly competent contractor, however, they cannot warrant achieving the intended result.
- In the execution of an assignment, V&G are allowed to involve one or more persons that are not directly connected with V&G as a partner or an employee. When involving such a person, V&G can only be held liable for the failures of said person, if the principal proves that V&G’s choice for the said person has clearly been careless.
- Insofar as not agreed otherwise, V&G are entitled to a fee determined on the basis of V&G’s hourly rate applicable at the time of executing the assignment, as well as to reimbursement of out-of-pocket expenses and costs incurred by V&G in connection with the assignment, such as costs for telephone, fax, postage and copying, to be increased by the due VAT. In case of an urgent assignment, an increase of the regular fee will be applied.
In case of several principals each will be jointly and severally liable for what V&G are owed. If at the principal’s request invoices for activities performed by V&G are put in the name of any party other than the principal, apart from the party in whose name the invoice is put, the principal shall remain jointly and severally liable.
If the principal represents a third party, the principal is deemed to have thoroughly satisfied himself of said third party’s credit rating and solvency. The principal accepts full liability for all instructions given by him on behalf of the third party represented by him and is obliged to pay all that V&G are owed, irrespective of whether the third party represented by him has met, or is able to or will, respectively, meet his financial obligations towards the principal.
V&G are entitled to demand payment of advances, and/or to send an interim invoice.
Payment on each invoice is due within thirty calendar days after the date of the invoice by transfer of the balance mentioned in the invoice to the account mentioned in the invoice. An invoice is considered approved if no written and soundly motivated objection is made thereto within 14 calendar days after receipt.
All that V&G are owed must be paid in Euro.
Settlement against a counterclaim is not permitted, except insofar as it regards a counterclaim, which has irrevocably been established in court or which has explicitly been acknowledged in writing by V&G.
Overdue payment of what the principal owes V&G, results in the principal’s obligation to pay interest for overdue payment on what has not yet been paid to V&G of 1.5 % a month or part of the month that non-payment continues. In case of overdue payment V&G - without any notice of default being required – at their discretion are moreover authorised to immediately suspend the execution of all contracts with the principal, or to dissolve such contracts, while reserving their other rights with respect to the principal. The stipulations in the last sentence also apply in case a petition for bankruptcy of the principal is filed, the principal applies for a moratorium of payment or decides to largely stop or wind up his company or enterprise.
V&G are entitled to reimbursement of all costs, all out of court (collection) costs (including the costs incurred for the preparation and sending of reminders, the conduct of settlement negotiations and other acts in preparation for possible legal proceedings) as well as in court costs are for account of contractor. The extrajudicial collection costs are calculated on the basis of the report 'Voorwerk II' and are increased with € 25 registration fee.
- With regard to damage/loss resulting from an event or a series of interrelated events for which V&G by law can be held liable with respect to the principal, the principal is entitled to damages:
a. if V&G have an insurance covering said damage/loss, overall to a maximum of the sum corresponding to the insurance payment plus the deductible V&G carry under the insurance;
b. if V&G, other than due to exceeding the sum insured, do not have an insurance covering said damage/loss, overall to a maximum sum of EURO 75,000.-.
The right to damages expires if after discovery of damage/loss or discovery of a fair chance of damage/loss V&G have not been notified in writing ultimately within one month after the discovery, and in any case as soon as twelve months have passed since the event (the action or omission on the part of V&G) that resulted in the damage/loss and for which V&G is to be held liable.
The stipulations stated in the last two paragraphs also apply if the principal claims damages based on a claim taken over or acquired from another party.
In case a third party claims damages from V&G for damage/loss suffered in connection with the execution by V&G of an assignment of the principal, the principal will indemnify V&G against said claim and all additional costs insofar as V&G would have to pay said third party more damages than would have been the case if the principal themselves had claimed damages from V&G.
- V&G cannot warrant the correctness, completeness or safe transmission of the contents of a letter, facsimile and/or e-mail sent, nor its timely receipt and they are not liable for viruses and other actors affecting data attached to the message and/or attachments if applicable. V&G assume that the principal uses optimally updated anti-virus software.
- V&G cannot warrant the correctness or completeness of the information given to them by the principal and do not accept any liability in that regard. When the principal gives incorrect and/or incomplete information, V&G may –even in cases of good faith- proceed to dissolve the contract with the principal.
- The General Conditions also apply to any additional or follow-up assignments.
- The above stipulations can also be invoked by those persons who directly or indirectly are in any way involved in the execution of assignments by V&G.
- The court in the District of The Hague is exclusively competent to take cognisance of any disputes between the principal and V&G, on the understanding that V&G reserves the right to sue the principal before the court which, without this choice of forum agreed upon, would have been competent to take cognisance of disputes between the principal and V&G.
July 1, 2012