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The Terms & conditions

 GENERAL TERMS AND CONDITIONS FOR SERVICE PROVIDERS (B2B)

Article 1 Definitions

1. Stroopwafel Uniek B.V., established in Zevenaar, Chamber of Commerce number 78288479, is referred to in these general conditions as service provider.

2. The other party of service provider is referred to as the client in these general terms and conditions.

3. The parties are both service provider and client.

4. The agreement means the agreement for services between the parties.

Article 2 Applicability of general conditions

1. These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of service provider.

2. Deviating from these terms and conditions is only possible if this has been agreed on explicitly and in writing by the parties.

3. The agreement consistently contains best-effort obligations for service provider and no obligation to achieve results.

Article 3 Payment

1. Declarations must be paid within 14 days after the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.

2. Payments shall be made without any recourse to suspension or set-off by transfer of the amount owed to the bank account number specified by the service provider.

3. If the client does not pay within the agreed period, he is in default by operation of law, without any notice being required. From that moment on, the service provider is entitled to suspend the obligations until the client has met his payment obligations.

4. If the client remains in default, the service provider will proceed to collection. The costs related to this collection are at the expense of the client. If the client is in default, he will also owe statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider in addition to the principal sum. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of service provider on the client are immediately due and payable.

6. If the client refuses to cooperate with the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider

Article 4 Offers and tenders

1. The offers of service provider are valid for a maximum of 1 month, unless a different term of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer will lapse.

2. Delivery times in quotations are indicative and do not give the client the right to dissolution or compensation if this is exceeded, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.

Article 5 Prices

1. The prices quoted on offers, quotes and invoices from the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.

2. The prices of goods are based on the cost prices known at that time. Increases, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.

3. With regard to the service provision, the parties can agree on a fixed price for the conclusion of the agreement.

4. If no fixed price has been agreed on, the rate with regard to the service may be determined on the basis of the actual hours worked. The rate is calculated according to the usual hourly rates of service provider, applicable for the period in which he performs the work, unless a deviating hourly rate has been agreed upon.

5. If no rate has been agreed on the basis of the actual hours spent, a target price will be agreed on for the service, whereby the service provider is entitled to deviate from this up to 10%. If the target price exceeds 10%, the service provider must timely inform the client why a higher price is justified. In that case, the client is entitled to have part of the order canceled, which exceeds the target price plus 10%.

Article 6 Price indexing

1. The prices and hourly wages agreed upon at the conclusion of the agreement are based on the price level used at that time. Service provider has the right to adjust the prices half-yearly in January and July.

2. Adjusted prices, rates and hourly wages are communicated to the client as soon as possible.

Article 7 Provision of information by the client

1. The client makes all information relevant to the execution of the assignment available to the service provider.

2. The client is obliged to make all data and documents that the service provider considers necessary for the correct execution of the assignment timely and in the desired form and in the desired manner.

3. The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment dictates otherwise.

4. The client indemnifies the service provider against any damage in any form whatsoever arising from failure to comply with the provisions of the first paragraph of this article.

5. If and in so far as the client requests this, the service provider will return the relevant documents.

6. If the client does not, not timely or not properly supply the data and documents required by the service provider and the execution of the order is delayed, the resulting additional costs and extra fees will be charged to the client.

Article 8 Withdrawal of the assignment

1. The client is free to terminate the assignment to the service provider at any time.

2. When the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.

Article 9 Execution of the agreement

1. Service provider executes the contract to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Service provider has the right to have work performed by third parties.

3. The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.

4. It is the responsibility of the client that the service provider can start the assignment on time.

Article 10 Contract duration contract

1. The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement provides otherwise or the parties have explicitly agreed otherwise in writing.

2. If the parties have agreed a term within the term of the agreement for the completion of certain activities, this is never a strict deadline. In the event that this period is exceeded, the client must give the service provider written notice of default.

Article 11 Amendment of the agreement

1. If it becomes apparent during the execution of the agreement that it is necessary for the proper performance of the assignment to change or supplement the work to be performed, the parties will timely and in mutual consultation adjust the agreement accordingly.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be influenced as a result. Service provider will inform client of this as soon as possible.

3. If the change or addition to the agreement has financial and / or qualitative consequences, the service provider informs the client of this in writing as soon as possible.

4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or supplement to the agreement will result in an exceeding of this fee.

Article 12 Force majeure

1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a failure of the service provider to perform any obligation towards the client can not be attributed to the service provider in the event of a circumstance beyond the control of the service provider, as a result of which the performance of his obligations to the client are prevented in whole or in part or as a result of which the fulfillment of his obligations can not reasonably be demanded of service provider. These circumstances also include failures of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.

2. If a situation as referred to above occurs as a result of which the service provider can not fulfill its obligations towards the client, these obligations shall be suspended as long as the service provider is unable to meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.

3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, not even if the service provider has any advantage as a result of the force majeure situation.

Article 13 Settlement

1. The client waives his right to set off a debt to the service provider against a claim on the service provider.

Article 14 Suspension

1. The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 Transfer of rights

1. Rights of a party to this agreement can not be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Article 16 Expiry of the claim

1. Every right to compensation by service provider expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 Dutch Civil Code.

Article 17 Insurance

1. The client undertakes to adequately insure the goods delivered that are necessary for the execution of the underlying agreement, as well as the goods of the service provider that are present at the client and goods delivered under retention of title, and to keep them insured against such things as fire, explosion and explosion. water damage as well as theft.

2. The client will provide the policy for these insurances for inspection at the first request.

Article 18 Liability damage

1. Service provider is not liable for damage resulting from this agreement, unless service provider has caused the damage deliberately or with gross negligence.

2. In the event that service provider owes compensation to the client, the damage shall not exceed the fee.

3. Any liability for damage arising from or connected with the execution of an agreement is always limited to the amount paid by the (professional) liability insurance (s) in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.

4. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the performance of the assignment.

5. The liability of service provider for damage resulting from intent or deliberate recklessness on the part of the service provider or his managerial subordinates is not excluded.

Article 19 Liability of the client

1. In the event that an assignment is given by more than one person, each of them shall be jointly and severally liable for the amounts owed to the service provider pursuant to that order.

2. If an assignment is provided indirectly or immediately by a natural person on behalf of a legal person, this natural person may also be a private client. This requires that this natural person can be regarded as the (co-) policymaker of the legal person. In the event of default by the legal entity, the natural person is therefore personally liable for the payment of the invoice, irrespective of whether or not it was filed at the request of the client, in the name of a legal person or in the name of the client as a natural person or both of them.

Article 20 Indemnity

1. The client indemnifies service provider against all claims from third parties, which are related to the goods and/or services supplied by the service provider.

Article 21 Complaint obligation

1. The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately.

2. In any case, a complaint can not lead to the service provider being obliged to perform other work than has been agreed.

Article 22 Retention of title, right of suspension and right of retention

1. The goods and parts and items supplied by the client remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can rely on his retention of title and take back the goods.

2. If the agreed prepayments are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. There is then a creditor’s default. A late delivery can in that case not be invoked against service provider.

3. The service provider is not entitled to pledge the goods falling under his retention of title or encumber them in any other way.

4. If items have not yet been delivered, but the agreed payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The case will then not be delivered until the client has paid in full and in accordance with the agreement.

5. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 23 Intellectual property

1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent rights, trademark rights, designs and designs, etc.) on all designs, drawings, writings, data carriers or other information, offers, images, sketches, models, scale models, etc.

2. The intellectual absolute rights referred to above may not be copied, shown to third parties and / or made available or used in any other way without written permission from the service provider.

3. The client undertakes to maintain confidentiality with regard to the confidential information made available to him by the service provider. Confidential information in any case means that to which this article relates, as well as company data. The client undertakes to impose a written duty of confidentiality on the scope of this provision on its staff and / or third parties involved in the execution of this agreement.

Article 24 Confidentiality

1. Each party shall keep the information that it receives (in any form whatsoever) from the other party and any other information concerning the other party that he knows or can reasonably suspect is confidential or confidential, or information that he can expect that their distribution may harm the other party, secretly and take all necessary measures to ensure that its personnel also keep the information confidential.

2. The duty of confidentiality mentioned in the first paragraph of this article does not apply to information:

a. who was already public at the time the recipient received this information or was subsequently made public without a breach by the receiving party of a confidentiality obligation on him;

b. of which the receiving party can prove that this information was already in its possession at the moment of delivery by the other party;

c. who has received the receiving party from a third party with which this third party was entitled to provide this information to the receiving party

d. which is made public by the receiving party on the basis of a statutory obligation.

3. The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 25 Penalty on violation of duty of confidentiality

1. If the client breaches the article of these general terms and conditions about secrecy, then the client forfeits on behalf of the service provider an immediately due and payable fine of € 100,000 for each violation and in addition an amount of € 1,000 for each day that this violation continues. This is irrespective of whether the violation can be attributed to the client. Moreover, no prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no question of any form of damage.

2. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of the service provider, including his right to claim compensation in addition to the fine.

Article 26 Non-takeover personnel

1. The client shall not employ any employees of the service provider (or of companies on which the service provider has invoked this Agreement and who are or have been involved in the performance of the Agreement). Nor does he allow them to work directly or indirectly for themselves. This prohibition applies during the term of the agreement up to one year after its termination. There is one exception to this prohibition: parties can make other arrangements in good business consultation with each other. These agreements apply insofar as they have been laid down in writing.

Article 27 Dispute resolution

1. Dutch law applies to these general terms and conditions.

2. All disputes arising from these general terms and conditions will exclusively be submitted to the competent court of the Gelderland District Court.