Terms and conditions 2017 – European Solar B.V.
Article 1. Definitions
In the context of these general terms and conditions, the definitions written below are as follows:
A. Professional regulations: The professional and behavioural rules to which the contractor is subject;
B. Documents: All information or data made available by the client to the contractor; All in the framework
The performance of the contract/contract by the contractor; and all
Other information of any relevance to the execution or completion of the contract. The aforementioned information may
are not stored on (UN) physical data carriers and whether or not they are housed with third parties;
C. Employee: A natural person employed or connected to the contractor, whether or not on the basis of a
D. Contract/contract: The contract of assignment, whereby the contractor commits himself to the client to
undertake certain activities;
E. Client: The natural person or legal person who has instructed the contractor to
F. Contractor: The office which has accepted the order. All assignments are accepted and executed only
By the Office, not by or because of an individual employee, even if the client expressly or
has tacitly granted for implementation by a particular employee or certain employees. The
Articles 7:404, 7:407 para 2 and 7:409 BW shall be expressly excluded;
G. Activities: All activities and operations to be carried out by the contractor for the benefit of the client
Which have been commissioned and accepted by the contractor, as well as any resulting contractor
Article 2. Applicability
1. These general terms and Conditions shall apply to: all offers, tenders, contracts, legal relationships and
Agreements, however also called, whereby the contractor commits/commits itself to undertake work
For the client, as well as on all activities resulting from the contractor.
2. Derogations from and additions to the contract and/or these general terms and Conditions shall be valid only if they are expressly and
In writing are agreed in, for example, a (written) agreement or (a further) order confirmation.
3. If any condition in these general terms and conditions is different from a condition in the order confirmation, the
Condition included in the command confirmation as to the contradiction.
4. These general conditions also apply to any additional or follow-up assignments.
5. The applicability of the general terms and conditions of the client shall be expressly provided by the supplier of the
6. These general terms and conditions may also be invoked by those natural and legal persons directly or indirectly
manner, whether or not on the basis of an employment contract, in the service provided to the client by or
Because of the contractor's involvement.
Article 3. Client data
1. The client shall be obliged to carry out all documents required by the contractor for the correct execution of the
of the contract granted in the desired form, in the appropriate manner and in good time at the disposal of the contractor,
Make. The contractor determines what is to be understood under time, the desired shape and the desired manner.
2. The client shall ensure the accuracy, completeness and reliability of the documents provided by him,
Even if they come from third parties, provided that the nature of the contract does not result otherwise.
3. The client shall indemnify the contractor against damages resulting from incorrect or incomplete documents.
4. For the account and risk of the client, the additional costs and additional hours made by the contractor, as well as the
Other damages for the contractor, due to failure to provide, not timely or not duly provided by the principal of
Documents necessary for carrying out the work.
5. In the case of electronic transmission of information from (and on behalf of) client by the supplier to the
Third parties, the customer shall be deemed to be the party that signs and sends the relevant information.
6. The contractor shall have the right to suspend the execution of the contract until the moment that the client has
Obligations referred to in the first paragraph.
7. At the first written request of the client, the contractor shall provide the original, issued by the client,
Return the documents to the client.
Article 4. Execution command
1. The contractor shall execute the contract to the best of its ability and in compliance with the applicable law and
2. The contractor shall determine the manner in which the contract is carried out and by which employee (s).
3. The contractor shall have the right to have activities performed by appointing a contractor
Article. 5. (Professional) Regulation
1. The client shall cooperate fully with the obligations arising for the contractor from the
Applicable (Professional) regulations.
2. The contractor shall take appropriate measures to ensure that personal data derived from the client and other
Protect confidential information. The contractor will inform employees and third parties about the
Confidentiality of the information. Processing of personal data by the contractor takes place in accordance with the
Applicable (inter) national legislation and (professional) regulations in the field of personal data protection.
3. The client is aware that in some cases the contractor is based on (inter) national law or
(professional) Regulations are required to disclose confidential information of the client. As far as
necessary, the client hereby authorises and collaborates with such disclosure, including (but not
only) in the cases that the contractor:
A. defined in law and (professional) regulations and become known during the execution of its activities,
Unusual transactions carried out or planned shall be notified to the Government of the
The authorities set up;
B. Fraud reporting in certain situations;
C. is obliged to conduct an investigation into the (identity of) client or his client.
4. The contractor shall exclude any liability for damages arising from the client as a result of the fulfilment of the
By the contractor to the applicable law and (professional) regulations.
5. Parties shall impose their obligations under this article on by enabling them to engage third parties.
Article 6. Intellectual
1. The execution of the contract by the contractor shall not include the transfer of intellectual property rights
That are resting with the contractor. All intellectual property rights arising during, or arising from, the implementation of the
The assignment belongs to the contractor.
2. The client is expressly prohibited from making the products to which the intellectual property rights of the contractor
Products covered by intellectual property rights in respect of the use of which
The contractor has acquired, reproduce, disclose or exploit rights of use. This involves
For example (but not exclusively) to: computer programs, system designs, processes, opinions,
(model) Contracts, reports, templates, macros and other geestesproducten.
3. The client shall not be permitted to make the products listed in the second paragraph without prior written
Contractor's consent to third parties. This does not apply in case the client has an expert
To obtain judgement on the execution of the work by the contractor. In that case, the client will
Impose obligations under this article on third parties.
Article 7. Force majeure
1. If the parties are not able to fulfil the obligations arising from the agreement, not in a timely or improper manner as a result of
Force majeure in the sense of art. 6:75 BW These obligations shall be suspended until such time as the parties still
Be able to fulfil them in the agreed manner.
2. If the situation referred to in paragraph 1 arises, Parties shall have the right to make the agreement wholly or
In writing, in part and with immediate effect, without the right to any compensation
3. If the contractor has already partially taken part in the agreed obligations when the overpower situation has occurred, the
The contractor shall be entitled to invoice the work carried out separately and in the interim, and the
Client to comply with this invoice if it concerned a separate transaction.
Article 8. Fees and fees
1. The work carried out by the contractor shall be made on the basis of time spent and costs incurred
The client, unless the parties expressly agree otherwise as, for example, the payment of the
A fixed price. Payment of the fee does not depend on the result of the work unless in writing
otherwise agreed. Travel time and accommodation costs for the work are separately charged
2. In addition to the fee, the expenses incurred by the contractor and the declarations made by the supplier
Third parties are charged to the client.
3. The contractor shall have the right to request payment of an advance to the client. Not paying (timely)
The advance may be a reason for the contractor to suspend the work (temporarily).
4. If, after the conclusion of the agreement, but before the whole of the contract has been executed, fees or prizes
Change, the contractor has the right to adjust the agreed rate, unless expressly stated otherwise
5. If required to do so by law, the turnover tax will be charged separately on all the customer's
Article 9. Payment
1. Payment by the client of the amounts owed to the contractor shall, without the client's right
Any deduction, discount, suspension or settlement, to be made within 30 days of the invoice date, unless otherwise
Agreed. The day of payment is the day of the transfer of the payable to the account of the contractor.
2. If the client has not paid within the period referred to in the first paragraph, the client shall be automatically
Absence and the contractor is entitled to charge the statutory (commercial) interest from that moment onwards.
3. If the client has not paid within the period referred to in the first paragraph, the client shall be obliged to
Reimbursement of all judicial and extrajudicial (collection) costs actually incurred by the supplier. The
Reimbursement of the costs incurred shall not be limited to the cost conviction, if any.
4. In the case of a jointly given assignment, clients shall be severally liable for the payment of the
Invoice amount, interest payable (n) and cost.
5. If the financial position or the payment behaviour of the client in the judgement of the contractor so
Or if the client omits an advance or a declaration within the specified term of payment.
The contractor shall be entitled to require the client to provide such security without delay (additional)
A form to be determined by the contractor. If the client omits to provide the required security, then
The contractor shall be entitled, without prejudice to his other rights, to immediately terminate the
and is all that the client owes to the contractor from whatever principal is payable immediately.
Article 10. Terms
1. If a deadline/date has been agreed between the client and the contractor in which the order must be
Executed and the client fails to: (a) pay a prepayment – if agreed – or (b) the
To make the necessary documents available in a timely manner, in full, in the desired form and in the appropriate manner,
Client and contractor in consultation with a new deadline/date within which the assignment should be
2. Time limits for the completion of the work shall only be considered as a fatal period if this
expressly agreed with so many words between the client and the contractor (in writing).
Article 11. Liability and indemnification
1. The Contractor shall not be liable for damages from the client resulting from the client's
Supplier has not provided, incorrect or incomplete documents, or because they have not been delivered in time.
This includes the situation that the contractor is not able to transfer the annual documents within the statutory period
To deposit at the Chamber of Commerce as a result of an act or omission (by the side) of the principal.
2. The contractor shall not be liable for indirect damages, including: Lost profits, missed savings,
Damage caused by business stagnation and other consequential or indirect damages resulting from failure, not timely or
Performance by the contractor.
3. The liability of the Contractor shall be limited to the reimbursement of the direct damage resulting from the direct
of a (coherent series of) attributable shortcoming (s) in the execution of the contract. This
Liability for direct damages is limited to the amount which, according to the liability insurer of the
The contractor is paid for the case in question, plus any contracted by the contractor under
Of the insurance to carry own risk. Direct damage, inter alia, means the reasonable
Costs for determining the cause and extent of the damage; The reasonable costs to achieve the performance of
The supplier to the agreement and the reasonable costs incurred in preventing or limiting the
of the damage.
4. If, for any reason whatsoever, the liability insurer does not benefit – as referred to in paragraph 3 of this article –
The liability of the Contractor shall be limited to the amount of the contract to be carried out in respect of the
Charged fee. If the contract is a duration agreement with a maturity of more than one (1) year,
The amount referred to above shall be set at once the amount of the fee paid in the 12 months
Prior to the occurrence of the damage has been charged to the client. Under no circumstances will the total
Compensation for damages under this subsection exceed €300,000 per attributable shortcoming, unless
Parties – Given the scope of the contract or the risks associated with the contract – see reason for the
Agreement to depart from this ceiling.
5. A coherent series of attributable deficiencies shall be regarded as one (1) attributable shortcoming.
6. The limitations of liability contained in this article shall not apply if and to the extent that there is intentional or
Conscious recklessness of the contractor or its management.
7. The client is obliged to take damage restrictive measures. The contractor has the right to damage the
Or to reduce it by restoring or improving the work carried out.
8. The client shall indemnify the contractor against claims of third parties for damages caused by the
Client has not provided, incorrect or incomplete documents to the contractor.
9. The client shall be the supplier of the contractor for Claims of third parties (employees of the contractor and
The contractor, including any third party engaged in the performance of the contract,
The damage resulting from the act or omission of the client or of unsafe situations in the company or
10. The provisions of paragraphs 1 to 9 of this article shall cover both contractual and non-contractual
Liability of the contractor towards the client.
Article 12. Termination
1. The client and the contractor may at any time (in the interim) terminate the agreement immediately without
Notice by means of a written notice to the other party. If the
Agreement ends before the contract is completed, the client owes the fee in accordance with the
Hours specified by the contractor for activities carried out for the benefit of the client.
2. If the client proceeds to (interim) termination, the contractor shall be entitled to reimbursement of the
incurred and likely to make a loss of occupation, to reimbursement of additional costs which the contractor has already
and reimbursement of costs resulting from possible cancellation of third parties engaged (such as – under
More – Any costs related to subcontracting).
3. If the contractor proceeds to (interim) termination, the client shall have the right to cooperate with the
Contractor in the transfer of work to third parties, unless there is intentional or deliberate recklessness
On the side of the client, which obliges the contractor to proceed to a cancellation.
Condition for the right of co-operation as provided for in this paragraph, the client shall have all underlying
Payments or all declarations.
Article 13. Suspension Right
1. The contractor shall have the power to suspend the fulfilment of all his obligations after careful consideration of interests,
Including the issuing of documents or other matters to the client or third parties, until the moment all
Receivable claims on the client are fully satisfied.
2. The first paragraph shall not apply to the documents of the client who do not (yet) have no processing by the contractor
Article 14. Expiration period
To the extent that these general terms and conditions are not otherwise determined, the claim rights and other powers
The principal shall also be liable to the contractor in respect of the performance of the work by the
The contractor, in any event after one year after the date on which the client became known or reasonably
The existence of these rights and competences. This period does not concern the possibility of making a complaint
should be submitted to the appropriate body (s) for the complaint handling and/or the disputes Council.
Article 15. Electronic communications and electronic filing of annual documents
1. During the execution of the contract, the client and the contractor may, by means of electronic means,
Communicate with each other and/or make use of electronic storage (such as cloud applications). Except as far as
Otherwise agreed in writing, the parties may assume that the transmission of correctly addressed faxes,
E-mails (including e-mails sent over the Internet) and voicemail messages whether or not they are confidential
contain information or documents relating to the contract, to be accepted over and over again. The same goes for
Other means of communication used or accepted by the other party.
2. The client and the contractor shall not be liable to each other for any damage that may result from one or
As a result of the use of electronic means of communication, networks, applications, electronic communications,
storage, or other systems including – but not limited to – damage caused by non-delivery or delay in the
Electronic communication, omissions, distortion, interception or manipulation of electronic communications
Communication by third parties or by software/equipment used for transmission, reception or processing of
Electronic communications, transmission of viruses and the failure or malfunctioning of the
Telecommunications network or other means required for electronic communications, except insofar as the damage
The result is intentional or gross negligence. The foregoing shall also apply to the use that the contractor makes of such
In its contacts with third parties.
3. In addition to the previous paragraph, the contractor accepts no liability for any damage caused by or in
Connection with the electronic transmission of (electronic) annual documents and the digital filing thereof to the Chamber of
4. Both the client and the Contractor shall all reasonably be expected to do so from each of them or
Failure to prevent the occurrence of the aforementioned risks.
5. The data extracts from the sender's computer systems provide compelling evidence of (the content of) the
Sender sent electronic communications until the moment proof is supplied by the receiver.
6. The provisions of article 11 shall apply accordingly.
Article 16. Other provisions
1. If the contractor carries out work on the location of the client, the client guarantees a suitable
The workplace, which complies with the statutory health and safety standards and other applicable regulations relating to
Working conditions. The client must ensure that, in such a case, the contractor is provided with a
Office space and other facilities which, in the view of the contractor, are necessary or useful to the agreement
Comply with all (statutory) requirements. With regard to available
(computer) Facilities, the client is obliged to ensure continuity, including through adequate backup,
Safety and virus control procedures. The contractor shall apply virus control procedures when the contractor
Use of the facilities of the client.
2. The client shall not take or approach any of the employees involved in the performance of the work to
Customer, whether or not temporarily, directly or indirectly, or directly or indirectly for the benefit of
The client, whether self-employed or not, during the term of the agreement or any other
Extension and during the 12 months thereafter.
3. These general terms and conditions are drawn up in both the Dutch and English languages. In case of difference or
Contradiction between the English and Dutch texts, the Dutch text is binding.
4. Provisions in the contract which are expressly or by their nature to take effect after the end or termination of the contract
Remain in force after completion or termination, including articles 6, 8, 9, 11, 16 (2) and (17).
Article 17. Applicable Law and Forum choice
1. The Agreement shall be governed by Dutch law.
2. All disputes shall be settled by the competent court in the district in which the contractor is established.
3. The provisions of paragraphs 1 and 2 of this article shall not affect the possibility for the client to submit a dispute to the
The Council for disputes and/or to lodge a complaint with the contractor himself, the Accounting chamber (disciplinary law) or the
Complaints Committee (Complaint law).
Article 18. Repair clause nullity
1. If any provision of these general terms and conditions or the underlying contract/contract is void in whole or in part
and/or not be valid and/or unenforceable, as a result of any legal requirement, court ruling or
Otherwise, this will not have any effect on the validity of all other provisions of this general
Terms or the underlying contract/contract.
2. If any provision in the contract or on any part of the contract cannot be invoked, the Court shall continue to be
The remainder of the contract shall be in force without prejudice to the provision on the part to which the
Cannot be invoked should be deemed to have been adapted in such a way that an appeal is possible,
The intention of the parties with regard to the original provision or the original part as much as
may be maintained.