General conditions

Article 1 Definitions

In these general terms and conditions, the terms below are used with the meanings given next to them, unless otherwise indicated.

Contractor: * (OFS Facility Services)
Client: * (Contractor’s counterparty)
Assignment: * (the work to be mutually determined between Client and Contractor to be performed by Contractor and the conditions under which it is to be performed).

Article 2 General

1. The general terms and conditions shall apply to all offers, quotations, work, assignments and agreements between the contractor and the customer or their legal successor(s), respectively. Standard terms and conditions of the client only apply when accepted by the contractor, with written confirmation.
2. These terms and conditions also apply to assignments with the contractor involving third parties.
3. If one or more of the provisions of these general conditions expire, the remaining provisions of these general conditions shall continue to apply.

Article 3 Offers

1. Offers made by the contractor are based on the information provided by the client. The client guarantees that to the best of his knowledge he has provided all information essential for the design, execution and completion of the order. The offers made by the contractor are without obligation and valid for three months, unless otherwise indicated. The Contractor shall only be bound by offers if their acceptance is confirmed by the other party in writing within three months, or in the absence thereof, as soon as we commence execution of the Agreement.
2. All prices are exclusive of VAT due and exclusive of packaging, which may be charged separately and at cost price.
3. If the acceptance deviates (on minor points) from the offer included in the quotation, the contractor is not bound by it. The order will then not be established according to this deviating acceptance, unless the contractor indicates otherwise.
4.Each agreement is entered into for a period of thirty-six months, unless otherwise agreed upon on the service agreement. If an agreement is not terminated in writing two months before the expiry of the contract term, it will be automatically renewed for the agreed contract term and under the same conditions.
5.A price fixed in an agreement with a duration of more than twelve months may be increased each time after twelve months.
6.At the beginning of each calendar year, indexation of the agreed contract price will take place on the basis of the C.B.S. price index figure for family consumption employee families or on the basis of demonstrable cost changes.
7.For orders for which by their nature or scope no quotation or order confirmation is sent, the delivery note and/or invoice shall also be regarded as order confirmation, which shall also be deemed to accurately and completely reflect the agreement.

Article 4 Modification of the assignment, additional work

1. The client accepts that the time schedule of the order may be affected if the parties decide to change the approach, working method or scope of the order and the resulting work in the interim.
If changes are made to the execution of the order by the client in the interim, the contractor will make the necessary adjustments on the client’s behalf. If this results in additional work, he will charge this to the client as an additional assignment. The Supplier may charge the Client for the additional costs incurred to modify the order.
2.Contrary to paragraph 1, the Supplier will not charge the Client for additional costs if the change or supplement to the order is the result of circumstances attributable to the Supplier.

Article 5 Delivery and execution

1. The indication of delivery times is always approximate. Stated delivery times will never be regarded as deadlines, unless otherwise agreed. If delivery or completion deadlines are exceeded, the Supplier will never be liable for any losses incurred.
2. Deliveries will be made carriage paid to the delivery address provided, unless otherwise agreed.
3. Any refusal to grant access shall not release the principal from his obligation to pay the agreed price.
4. Client undertakes, if necessary, to make all necessary auxiliary equipment and materials available free of charge during the performance of the work.

Article 6 Payment terms

1. Payment must be made within fourteen days of the invoice date.
2.Supplier is at all times entitled to request advances on goods or services to be delivered.
3.No set-off is permitted in any way, unless expressly agreed otherwise.
4. After the due date, the principal shall be in default by operation of law and the contractor shall be entitled to charge statutory interest. The Client shall calculate interest on the amount payable from the time the Client is in default until the amount is paid in full. A part of the month shall be regarded as a whole month for this purpose.
5.In the event of the principal’s failure to comply with the obligations, all costs incurred in order to be able to claim shall be for the principal’s account, both judicial and extrajudicial.
6.Until the principal has complied with all his payment obligations, all goods delivered shall remain the property of the contractor.

Article 7 Rental and leasing

1. A rental agreement concluded by the principal commences on the day of delivery of the rented object and ends on the day on which the rented object is received in its entirety by the contractor.
2. The necessary costs of transport and (dis)assembly shall be borne by the principal.
3By accepting the hired item, the principal declares that he has received it in good condition.
4. The costs of maintenance and repair, necessary other than as a result of normal wear and tear, will be at the principal’s expense.
5. The principal shall immediately inform the contractor of any attachment of his goods and of his bankruptcy or suspension of payments. Client shall always be obliged to inform the attaching bailiff, receiver or administrator of the rental agreement(s) existing with the contractor.
6. If the rented object is lost during the term of the agreement, for whatever reason, the client must immediately report this to the contractor and is obliged to pay the daily value of the rented object to the contractor by way of compensation.

Article 8 Warranty

1. The warranty provisions laid down by Supplier’s suppliers apply to the goods supplied by Supplier, unless otherwise agreed.
2. Insofar as not otherwise agreed, no warranty is given by Supplier on work performed.
3. The fulfilment of the warranty obligations by Supplier is valid as sole and full compensation for damages; any further liability, for whatever reason, is expressly excluded.
4. All warranty obligations lapse in any case if:

• Modifications or repairs have been made without the client’s consent
• The supplied has not been properly maintained
• The delivered item has not been used for its original purpose

Article 9 Liability

For accepted assignments, the contractor has an obligation of effort.
But he is never liable for results not achieved. He is only liable for shortcomings in the execution of the order resulting from carelessness and incompetence in giving advice and executing assignments.
2. Subject to generally applicable rules of law of public order and good faith, the contracted party is not bound to compensate any damage, of whatever nature, directly or indirectly to persons or goods, both movable and immovable and both with the customer and third parties. In any event, the contractor shall not be liable for damage resulting from the use of rented or sold products, nor for damage that may occur during or in connection with the performance of work to property of the client, or third parties or to persons, unless such damage is the result of intent or gross negligence on the part of the contractor. In the latter case, liability will in any event be limited to the amount for which the product in question was rented/sold, or the amount for which the work was carried out, respectively.

Article 10 Cancellation and notice of termination

If an agreement is cancelled for any reason whatsoever, the Supplier is entitled to charge the Client for all costs incurred up to that time, as well as for future lost sales up to the expiration date of the agreement.
2. Agreements for the carrying out of work and/or the hiring out of movable property may be cancelled with due observance of a two-month notice period, but only by the end of the agreed term. Until valid notice of termination has been given, the principal shall at all times remain liable for all obligations arising from the agreement.
3. The principal may transfer his obligations to the contractor to a third party only with the express consent of the contractor.

Article 11 Force Majeure

1.Supplier shall not be obliged to fulfill any obligation to the customer if he is prevented from doing so as a result of a circumstance that is not due to fault, and which is not for his account by virtue of the law, a legal act or generally accepted practice, without the customer being obliged to pay any compensation in any form whatsoever.
In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Supplier cannot exercise any control, but which prevent Supplier from fulfilling his obligations. This includes strikes in the company of the contractor or third parties. Supplier shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after the Supplier should have fulfilled his obligation.
3. Supplier may suspend the obligations under the agreement during the period the force majeure continues. If this period lasts longer than two months, each of the parties will be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
4. Insofar as the Supplier has already partially fulfilled his obligations under the agreement or will be able to fulfil them at the time of the force majeure occurring, and independent value can be attributed to the fulfilled or still to be fulfilled part respectively, the Supplier will be entitled to invoice the fulfilled or still to be fulfilled part separately. The Principal will be obliged to pay this invoice as if it were a separate agreement.

Article 12 Dissolution

1. If the customer fails to comply, fails to comply on time or fails to comply properly with any obligations arising for him from any agreement entered into with Supplier, as well as in the event of the customer’s bankruptcy or suspension of payments or in the event of the closure or winding up of his business, he will be deemed to be in default by operation of law, without a notice of default or similar instrument being required.
2.In cases as referred to in the first paragraph of this article, the Supplier is entitled to dissolve the agreements existing between the Supplier and the Client, insofar as they have not yet been performed, without judicial intervention and to claim payment from the Client for work already performed and deliveries already made, as well as compensation for damage, costs and interest caused by the shortcomings attributable to the Client, including loss of profit by the Supplier.

Article 13 Applicable law

1. All agreements concluded by Supplier are governed exclusively by Dutch law. Also when the customer resides or is established abroad.