GENERAL TERMS AND CONDITIONS OF ANERA
CHAPTER 1 (GENERAL)
In these terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:
User/ Contractor: Anera Export, user of the general conditions, contractor, seller;
Principal: Contractor’s counterparty, purchaser;
Agreement: the agreement between the contractor and the client;
The Work: the total of the work agreed upon between the Contractor and the Client, and thereby items supplied by the Contractor.
Article 2 General
2.1 The provisions of these general conditions shall apply to every offer, quotation and agreement between the Contractor and the Client to the extent that these conditions have not been expressly deviated from by the parties in writing;
2.2 The applicability of the client’s general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing. If the general terms and conditions of the parties apply side by side, in the event that provisions in the general terms and conditions of the contractor and the client conflict, the provisions in the general terms and conditions of the contractor shall prevail;
2.3 If one or more provisions of these general terms and conditions are null and void or may be annulled, the remaining provisions of these general terms and conditions will continue to apply;
2.4 If the Contractor concludes Agreements with the Client more than once, these General Terms and Conditions shall always apply to all subsequent Agreements, whether or not they have been explicitly declared applicable.
2.5 If any provision(s) of these general terms and conditions is/are null and void or destroyed, the other provisions of these general terms and conditions shall remain in full force and effect.
Article 3 Offers, quotations and agreements
3.1 All dated offers, in any form, are without obligation unless the offer specifies a deadline for acceptance;
3.2 Agreements to which the Contractor is a party shall be deemed concluded:
(a) upon the signing by both parties of an agreement drawn up for that purpose, or;
(b) upon receipt and agreement of the Client’s written acceptance of an offer made by the Contractor;
c) failing that, by the actual execution of the order, such as the delivery and/or installation of the goods and equipment or the commencement of the work.
3.3 The invoice is deemed to accurately and completely reflect the agreement and the amounts owed by the client – even in the case of verbal agreements or additional work agreements – unless a complaint is lodged within 10 days of the invoice date;
3.4 If, during the performance of the work, the Contractor receives a verbal order for additional work from the Principal or an employee or representative of the Principal present at the work, and the Principal has accepted this work after the additional work has been performed, or at least has not protested at the time the additional work was performed, the additional work shall be deemed to have been performed at the Principal’s express request at the prices and rates charged by the Contractor;
3.5 If the client concludes the contract on behalf of or for the account of another natural person, he – by signing the contract – declares that he is authorized to do so. Client shall be jointly and severally liable, in addition to such other natural person, for all obligations arising from that agreement;
3.6 The prices in the said offers and quotations are in euros exclusive of VAT and other government levies or charges, as well as exclusive of transport, disposal, clearance, dumping, and destruction costs, unless expressly stated otherwise;
3.7 Prices are based on the data provided by the client. If this information proves incorrect, the contractor shall be entitled to charge any additional fees at any time. Unless otherwise agreed in writing, the client must vouch for government permits. If, during the work, the need for other performance becomes apparent, the contractor shall be entitled to charge additional costs at its prevailing rates.
3.8 If no fixed price is agreed upon, the price will be determined on the basis of hours or parts thereof actually spent. The price of the items shall be determined on the basis of the prices set by the Contractor on the date of the contract and, in the absence thereof, on the basis of the gross prices applicable on the date of the order. The hourly rate shall be calculated in accordance with the Contractor’s usual hourly rates applicable to the period in which the work is performed, unless a different hourly rate has been agreed upon;
3.9 If the acceptance differs from the offer included in the quotation, the contractor is not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless the contractor indicates otherwise;
3.10 The Contractor reserves the right to refuse orders without giving reasons;
3.11 A composite quotation shall not oblige the Contractor to perform part of what is stated in the offer or quotation at a corresponding part of the stated price. Offers or quotations do not apply to follow-up orders
Article 4 Execution of the Agreement
4.1 The Contractor shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All in accordance with the provisions agreed upon by the parties;
4.2 The Contractor shall determine the manner of performance of the Agreement, unless otherwise expressly agreed in writing between the parties;
4.3 The Contractor has the right to have (parts of) work performed by third parties;
4.4 The Contractor accepts the assignment subject to the condition that permits, exemptions and allocations required for the work, for which the Client will provide, have been granted prior to the commencement of the work. Unless otherwise agreed, the client shall arrange for the permits, exemptions and allocations required for the work. If, during the work, the need for a different performance becomes apparent, the contractor shall be entitled to charge additional costs at its then current rates.
4.5 If Client has reserved the delivery of certain materials and/or the performance of certain parts of the work to itself, Client shall be liable for untimely delivery or untimely performance thereof;
4.6 The Client must ensure that the work to be performed by third parties that is not part of the Contractor’s agreement is performed in such a way and in such a timely manner that the performance of the Contractor’s work is not delayed as a result;
4.7 The Client shall ensure that all data and approvals which the Contractor indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Agreement are provided to the Contractor in a timely manner. If the data and approvals required for the execution of the agreement are not provided to the contractor in time, the contractor shall be entitled to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay in accordance with the usual rates;
4.8 The Contractor shall not be liable for damage, of whatever nature, due to the fact that the Contractor has relied on incorrect and/or incomplete data provided by the Client, unless such incorrectness or incompleteness should have been known to the Contractor;
4.9 If it has been agreed that the Agreement will be performed in stages, the Contractor may suspend the performance of those parts belonging to a subsequent stage until the Principal has approved in writing the results of the preceding stage;
4.10 If the commencement or progress of the work is delayed due to factors for which the Client is responsible, the resulting damage and costs incurred by the Contractor shall be compensated by the Client;
4.11 If work is performed by the Contractor or third parties engaged by the Contractor in the context of the assignment at the Principal’s location or a location designated by the Principal, the Principal will provide the facilities reasonably required by those employees free of charge, unless otherwise agreed in writing;
4.12 In connection with the progress of the work to be performed, Client shall be present at all construction meetings directly or indirectly related to the work to be performed so that progress can be adequately monitored;
4.13 The equipment provided by the client shall comply with the safety regulations laid down by law and by the Labor Inspectorate;
4.14 The Client shall, at its own expense, unless otherwise agreed, ensure to the Contractor:
- availability and accessibility of the site in or on which the work is to be performed and to the extent necessary for surrounding sites;
- adequate opportunity for supply, storage and/or removal of materials and resources to and from storage site and the work, including horizontal and vertical transport at the construction site.
- connection facilities for electrical machinery, lighting, heating, gas, compressed air and water;
- Presence of lighting, heating, gas and water;
- lighting the construction site;
- Drawings of the location of cables, pipes and ducts;
- necessary traffic measures;
- Removal of obstacles affecting the execution of the work;
- adequate safety measures when working on the job;
- order and safety at work, the work site and the buildings in which the work is performed;
- canteens and sanitation facilities;
- any necessary governmental permits;
- any necessary permits for drilling, welding and grinding work at the assembly site must be granted at the start of assembly.
- any permission from nearby residents and surrounding businesses to carry out the work
4.15 The Client shall indemnify the Contractor against any claims by third parties who suffer damage in connection with the performance of the Agreement and which damage is attributable to the Client;
4.16 The Contractor shall be given the opportunity to perform the assignments given by the Client on normal working days and under normal circumstances at times to be specified by the Contractor.
4.17 For work taking place at the Client’s premises, the Client is responsible for direction and supervision
4.18 For work taking place at the Client’s premises, the Client is responsible for ensuring that the workplace complies with the Occupational Health and Safety Act.
Article 5 Delivery & completion general
5.1 If the Contractor has specified a deadline for completion or delivery, it shall be indicative. Accordingly, a stated completion or delivery time is never a deadline. If a deadline is exceeded, the client must give the contractor written notice of default and allow him a reasonable period of time;
5.2 If the contractor performs the work, delivery of materials, items and services shall be made at the location where the contractor will perform the work, unless the parties have agreed otherwise;
5.3 If the Contractor requires information from the Principal in connection with the performance of the Agreement, the time of delivery or completion may be determined only after the Principal has made this information available to the Contractor;
Delivery of business
5.4 Unless the contractor performs the work, delivery shall be ex seller’s address.
5.5 The Principal / Purchaser shall be obliged to take delivery of the goods at the time that the Contractor / Seller delivers them or causes them to be delivered to him, or at the time at which they are made available to him in accordance with the Agreement;
5.6 If the client/buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the contractor/seller will be entitled to store the goods at the client’s expense and risk;
5.7 If the goods are delivered, the contractor/seller will be entitled to charge any delivery costs, unless the parties have agreed otherwise in writing;
Inclusion and delivery
5.8 If the period within which the work will be completed is expressed in days, day means a working day, other than a rest day or national holiday. Days when the contractor cannot perform work due to unworkable weather shall not be counted as working days. The work will always be recorded on a working day. If the withdrawal does not fall on a working day, the next working day shall be considered the agreed day of withdrawal.
5.9 A reasonable time before the day on which, in the Contractor’s opinion, the Work will be completed, the Contractor shall invite the Principal – preferably in writing – to proceed to inspect the Work. The recording shall take place as soon as possible, but no later than eight days after the day referred to above. The inspection shall be conducted by the Client in the presence of the Contractor and shall serve to ascertain whether the Contractor has fulfilled its obligations.
5.10 After the work has been recorded, the employer will notify the contractor in writing, either by signing the record of recording immediately after recording, or at the latest within five days of the recording, whether or not the work has been approved, in the former case specifying any minor defects as described in the following paragraphs, in the latter case specifying the defects, which are grounds for withholding approval. If the work is approved, the day of approval shall be the day on which the relevant communication was sent to the client.
5.11 If written notice of whether or not the Work has been approved is not sent to the Contractor within five days of the inspection, the Work shall be deemed approved on the fifth day after the inspection.
5.12 If the acceptance does not take place within five days of the day proposed by the Contractor, the Contractor may make a new request in writing to the Client, requesting that the work be accepted within five days. If the client does not comply with this request, the work shall be deemed approved on the fifth day after the day first proposed by the contractor. If the client does comply with this request, the previous two paragraphs shall apply accordingly.
5.13 The work shall be deemed approved if and to the extent that it is put into use. The day of commissioning of the work or any part thereof shall be considered the day of approval of the work or the relevant part.
5.14 The work shall also be deemed to have been approved if the User charges the final instalment by means of an invoice and the Principal does not indicate its non-approval of the work within a period of 14 days after sending this invoice;
5.15 Minor defects, which can be readily repaired during the maintenance period, shall not be grounds for withholding approval, provided that they do not interfere with a possible commissioning.
5.16 With respect to a reinstatement after withdrawal of approval, the above provisions shall apply mutatis mutandis.
5.17 The work shall be considered completed if it has been or is deemed to have been approved in accordance with the preceding paragraphs. The day on which the work is approved or deemed approved shall be considered the day on which the work is considered completed.
5.18 The contractor shall be obliged to remedy any minor defects that are not grounds for withholding approval as soon as possible. The maintenance period shall be thirty days and shall commence immediately after the day on which the work is considered completed in accordance with the preceding paragraph.
5.19 The Contractor is entitled to deliver the work in parts, unless this has been deviated from by agreement or the partial delivery has no independent value.
Article 6 Modification of performance / the agreement
6.1 If, during the performance of the Agreement, it appears that for the proper performance of the Agreement it is necessary to change and/or supplement the work to be performed, the Contractor will inform the Client of the additional costs and charge the Client for this additional work in accordance with its usual rates;
6.2 If the parties modify and/or supplement the agreement, the time of completion of performance may be affected. The Contractor will notify the Client as soon as possible;
6.3 The contractor may, after consultation with the client, pass on price increases after 2 months of the offer date, if price changes have occurred between the time of the offer or quotation and the execution of the agreement as a result of, for example, increases in social security charges, dumping costs, turnover tax, dues, exchange rates, wages, raw materials, semi-manufactured goods or packaging materials;
6.4 If an amendment to the Agreement requires the Contractor to make new advice, drawings, calculations, models, etc., the Contractor shall charge the Principal an additional fee for the costs involved;
6.5 If a fixed price has been agreed upon, the Contractor will indicate in the agreement to what extent the amendment or supplement to the agreement will result in an excess of the fixed price. Exceeding the agreed price will be considered as additional work.
Article 7 Additional and less work, provisional items
7.1 Settlement of additional and less work takes place:
a. in case of changes in the agreement or in the conditions of performance;
b. in case of deviations from the amounts of the line items;
c. in case of deviations from offsettable quantities;
7.2 If, upon final settlement of the work, it appears that the total amount of the reduced work exceeds the total amount of the additional work, the Contractor shall be entitled to an amount equal to 10% of the difference of those totals. The Contractor shall at all times be entitled, in lieu of this fixed amount, to claim the damage suffered as a result of the fact that only part of the agreed order was performed.
7.3 Suppositions are amounts specified in the contract, which are included in the contract price and are intended for either:
a. acquiring materials, either
b. procurement of materials and processing thereof, either
c. the performance of work, which on the day of the agreement has not been determined with sufficient precision and which must be completed by the client. With respect to each set item, the contract shall specify to which it relates.
7.4 If a set item relates exclusively to the purchase of building materials, the costs of processing them shall be included in the contract price and shall not be charged separately. However, the costs of processing will be charged to the line item to the extent that the interpretation given to the line item increases these costs beyond what the principal should reasonably have taken into account.
7.5 If an estimate relates to the purchase of building materials and their processing, the costs of processing are not included in the contract price and will be charged separately to the estimate.
7.6 If the agreement includes offsettable quantities and these quantities turn out to be too high or too low, settlement of the additional or less costs resulting from this deviation will take place.
Article 8 Claims
General
8.1 The Contractor / Seller must be given the opportunity to check complaints submitted and be given the opportunity to rectify any defect in the performance or delivery. However, client / buyer remains obliged to pay for the work performed and items purchased;
8.2 Complaints about invoices must also be submitted in writing and within 30 days of the invoice date;
8.3 After the expiry of the time limits mentioned in this article, the client shall be deemed to have approved the performance or the invoice, respectively.
8.4 In the event of unjustified complaints, the Contractor shall be free to charge the Client for the costs of investigation.
Complaints for delivered items
8.5 The Buyer is obliged to examine (or have examined) the delivered goods at the time of delivery or handover. In doing so, buyer should, among other things, examine whether the quality and quantity of the delivered goods correspond to what was agreed upon. Defects and deviations must be noted on the packing slip/invoice and reported to Seller in writing within 48 hours, failing which the delivery shall be deemed sound;
8.6 Any defects that cannot be detected at the time of delivery or completion must be reported to the seller in writing within 8 days of delivery, or at least within 24 hours of the discovery of any defect.
8.7 If a timely complaint is made and if the complaints are correct in the opinion of the Contractor, the Contractor shall, at its option, supply new goods, or repair the defects, or take back the goods with credit for the purchase price.
Advertisements at works
8.8 Non-visible deficiencies, which could not have been detected during the inspection, must be reported in writing within 1 month after completion, but no later than 1 month after completion;
8.9 If the subsequent performance of the agreed work is no longer possible or useful, the contractor will only be liable within the limits of the following provisions under “Liability”;
8.10 After the expiry of the aforementioned periods, the client shall be deemed to have approved the performance or the invoice, respectively.
8.11 Client is responsible for damages to people and materials that take place at the workplace.
Article 9 Cancellation
9.1 Cancellation must be made by registered letter;
9.2 Cancellation can only take place before the Contractor has begun performance of the Agreement. Execution shall include entering into agreements with third parties regarding procurement of items and hiring of persons and services;
9.3 If the Principal cancels the Agreement, the Principal will be obliged to pay the Contractor a certain percentage of the agreed price as cancellation costs in accordance with the following regulation, without prejudice to the right to full compensation for damages, including lost profits; If cancelled up to 6 weeks before commencement of performance of the Agreement 10% If cancelled up to 4 weeks before commencement of performance of the Agreement 20%; If cancelled up to 2 weeks before commencement of performance of the Agreement 30%; If cancelled less than 2 weeks before commencement of performance of the Agreement 40%.
9.4 If an hourly or daily rate is agreed upon, the Contractor shall reasonably determine what is to be considered the agreed price for the purposes of this cancellation policy. To this end, the Contractor must estimate how many hours or half-days would have been charged if the agreement was not cancelled;
9.5 If, upon cancellation, the Principal refuses to take delivery of items such as materials, etc. already acquired by the Contractor, whether processed or unprocessed, the Principal will be obliged to pay the Contractor all costs arising therefrom.
Article 10 Suspension and dissolution
10.1 Among other things, the Contractor is authorized to suspend performance of its obligations or to dissolve the agreement if:
– client does not, does not timely or does not fully comply with the obligations under the agreement;
– after the conclusion of the agreement circumstances come to the knowledge of the contractor that give good reason to fear that the client will not, not in time or not completely fulfill the obligations;
– there is good reason to fear that Client will only partially, untimely, incompletely or improperly comply;
Suspension is permitted only to the extent justified by the failure or if, at the conclusion of the agreement, the client was requested to provide security for the fulfillment of his obligations under the agreement and such security is not provided or is insufficient. Once security has been provided, the authority to suspend expires, unless such satisfaction has been unreasonably delayed as a result;
10.2 In addition, the Contractor will be entitled to dissolve the Agreement or have it dissolved if circumstances arise which are of such a nature that performance of the Agreement cannot possibly be required or can no longer be required in accordance with the requirements of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement can no longer reasonably be expected;
10.3 If the agreement is dissolved, the Contractor’s claims against the Principal will be immediately due and payable. If the contractor suspends fulfillment of the obligations, he shall retain his claims under the law and the agreement;
10.4 The Contractor always retains the right to claim damages.
Article 11 Force Majeure
11.1 The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to gross negligence or intent on the part of the party invoking it, and is not for their account by virtue of the law, a legal act or generally accepted practice;
11.2 Onder overmacht wordt in deze algemene voorwaarden mede verstaan naast hetgeen daaromtrent in de wet en jurisprudentie wordt begrepen, alle van buiten komende oorzaken, voorzien of niet voorzien, waarop opdrachtnemer geen invloed kan uitoefenen, doch waardoor opdrachtnemer niet in staat is zijn verplichtingen na te komen. This shall include strikes at the Contractor’s business, illness of its personnel, shortage of personnel, traffic congestion, accidents, power, computer failures, fire, theft, government measures, adverse weather conditions, lack of raw materials and late deliveries by the Contractor’s suppliers;
11.3 The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after the Contractor should have performed its obligation;
11.4 The parties may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement without any obligation to pay damages to the other party;
11.5 Insofar as the Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them and insofar as independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the Contractor will be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. Client is required to pay this invoice as if it were a separate agreement.
Article 12 Retention of title
12.1 All materials and other items delivered by the contractor, whether processed or unprocessed, shall remain the property of the contractor until the client has fulfilled all obligations under all agreements entered into with the contractor;
12.2 Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage, as well as against theft and to make the policy of this insurance available for inspection on demand. The damages paid by the insurer shall take the place of the aforementioned items and shall accrue to the contractor;
12.3 The Client is not authorized to sell, pledge
nor otherwise encumber it;
12.4 If third parties levy attachment on the goods delivered under retention of title or wish to create or enforce rights thereon, the Principal shall be obliged to inform the Contractor thereof as soon as possible;
12.5 Should the Contractor wish to exercise its proprietary rights referred to in this Article, the Principal hereby grants the Contractor or third parties to be designated by the Contractor its unconditional and irrevocable permission to enter all those places where the Contractor’s property is located and to recover those goods.
Article 13 Warranty
13.1 Warranties shall apply only if agreed in writing.
13.2 If the goods and materials to be delivered do not comply with the agreed warranty, the Contractor will, at the Contractor’s discretion, replace or arrange for the repair of the goods within a reasonable period of time after receipt of the written notification regarding the defect. Client shall at all times give Contractor the opportunity to resolve any problems that arise and allow him a reasonable period of time;
13.3 An appeal to an agreed warranty on the work can only be made if the client has the work periodically checked and maintained by an expert;
13.4 The aforementioned warranty only applies to material and manufacturing defects and does not apply if the defect arose as a result of improper, incorrect or improper use or improper maintenance or if, without written permission from the contractor, the client or third parties have made changes or attempted to to the item or have used it for purposes for which the item is not intended;
13.5 If the contractor has provided a warranty on an item produced by a third party, this warranty is limited to the warranty given by this third party and the contractor’s obligation does not go beyond claiming a warranty from the producer and all necessary to ensure that the claim is honored.
13.6 Warranty is only provided on materials supplied, but not on wages, hours or additional costs, which are borne by the client;
13.7 As long as the client does not fulfill its obligations arising from the agreements concluded by the parties, it cannot invoke this warranty provision.
Article 14 Models/sample
14.1 If a model, sample or image has been shown or provided to the client, it is presumed to have been shown only as an indication without the item having to correspond to it, unless it is expressly agreed that the item will correspond with it;
14.2 The numbers, sizes, weights or descriptions included in the catalogues/offers/advertisements/price lists are only given as an indication;
14.3 If the surface area or other dimensions and indications are stated in the agreement, this is also presumed to be intended only as an indication, unless these are necessary for the work to be carried out. Areas are determined to zero decimal units (rounded up). Savings are included in the surface area and are not settled.
Article 15 Liability
15.1 The Contractor is not liable for any damage resulting from the execution of the agreement.
15.2 If the contractor is nevertheless liable for any damage, that liability is limited to a maximum of that part of the invoice amount that is involved in that part of the execution of the agreement to which the liability relates, at least a maximum of the invoice amount, or at least a maximum of the total order sum, at least up to the amount of the payment to be provided by the contractor’s insurer.
15.3 For damage, such as but not limited to lost profits and/or stagnation damage, which is an indirect consequence of the goods delivered by the contractor, the contractor is, except for intent or gross negligence, only liable for a maximum of the amount that the contractor’s insurer pays out for this damage.
15.4 The Contractor is never liable for damage resulting from the presence of hazardous substances on or in the delivered goods if it was not aware of this at the time of delivery;
15.5 The contractor is not liable for damage of any nature whatsoever because the contractor has relied on incorrect and/or incomplete information provided by the client, in particular with regard to the presence of contaminated or dangerous materials or substances, unless this incorrectness or incompleteness is contractor should have been known;
15.6 The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and which damage is attributable to the Client;
15.7 The Client is responsible for the constructions and working methods prescribed by or on behalf of the Client, including the influence that the working method has on the soil conditions, as well as for the orders and instructions given by or on behalf of the Client;
15.8 The contractor is never liable for soil contamination caused directly or indirectly by the execution of the assigned work using agreed means;
15.9 If building materials or resources that the client has made available or prescribed by him have defects, the client is liable for the damage caused as a result;
15.10 The consequences of compliance with legal regulations or government decisions that come into effect after the day of the quotation will be borne by the client, unless it can reasonably be assumed that the contractor could have already foreseen those consequences on the day of the quotation;
15.11 The contractor is never liable for damage resulting from advice given. Advice is always given on the basis of the facts and circumstances known to the contractor and in mutual consultation, whereby the contractor always takes the client’s intention as a guideline and starting point;
15.12 The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of the contractor or his subordinates;
15.13 The Client must offer the Contractor the opportunity to perform all actions that can prevent, limit, repair or eliminate damage, failing which the Client will be liable for the damage caused as a result.
15.14 The contractor is never liable for work delivered by third parties.
Article 16 Pollution
16.1 If, after the conclusion of the agreement, it appears that the site is contaminated or the building materials resulting from the work are contaminated, the client is liable for the consequences resulting from this for the execution of the work;
16.2 If the contractor has doubts about the quality of the waste/material to be removed and/or disposed of, the client is obliged to conduct an investigation at the contractor’s first request. In the event of refusal, the contractor is entitled to have an investigation conducted at the expense of the client. Until the outcome of the investigation is known, the contractor is entitled to suspend performance of the agreed work at the expense of the client;
16.3 If the client offers waste to the contractor without his permission, the quality of which deviates from what is stated in the agreement, the client is liable for all resulting costs and damages incurred by the contractor;
16.4 If the contractor is instructed to treat/process and/or dispose of material and equipment that is considered contaminated or dangerous according to government standards at the time of carrying out the relevant work, the client will remain the owner, retroactively if necessary. of the contaminated or hazardous material and equipment, unless expressly agreed otherwise, regardless of the parties’ awareness, at any time, of the contamination or danger. In such cases, the contractor is deemed never to have been the owner;
16.5 Additional costs arising from the fact that the material and equipment to be treated/processed and/or disposed of is considered contaminated or dangerous, which, for whatever reason, could not have been foreseen by the contractor at the time of issuing the quotation. goods will be borne by the client.
Article 17 Neighboring buildings, land
17.1 Before the contractor commences the execution of the agreed work, the client is obliged to form an impression of and, if necessary, conduct research into the state and condition of any neighboring buildings and land and the possible effect of the measures to be carried out by the contractor. carry out work on those matters;
17.2 The Client will inform the Contractor of this before commencing the work and consult with him about any measures and/or facilities to be taken. Additional measures and/or facilities to be taken by the contractor will be regarded as additional work;
17.3 The Client must, at its own expense and risk, take any additional necessary measures and/or facilities to prevent and/or limit damage to property of third parties.
Article 18 Transfer of risk
The risk of loss or damage to the supplied materials, raw materials and other items is transferred to the client at the time at which these items are legally and/or actually delivered to the client and are therefore under the power of the client or a third party to be designated by the client. are being brought
Article 19 Intellectual property and copyrights
19.1 Without prejudice to the provisions of these general terms and conditions, the contractor reserves the rights and powers vested in that contractor under the Copyright Act and intellectual property law;
19.2 Any ideas, designs, sketches, advice, calculations, drawings, samples and models and the like or parts thereof created by the contractor in the context of the agreement remain the property of the contractor, regardless of whether they are handed over to the client or to third parties. have been stated, unless otherwise agreed. These may not be reproduced, made public or brought to the attention of third parties by the client without the prior consent of the contractor, unless the nature of the documents provided dictates otherwise;
19.3 The Contractor reserves the right to use any knowledge acquired through the performance of the work for other purposes, insofar as no confidential information is brought to the attention of third parties.
Article 20 Payment
20.1 Unless otherwise agreed, for orders ≤ €10,000.00 upon execution of the works, the first installment of 50% of the contract price is due and payable when the order is placed and the remaining 50% is due and payable no later than 30 days after delivery of the work. work, for assignments > € 10,000.00 upon execution of the work, the first installment of 50% of the contract price is due and payable upon the award of the assignment and the 40% installment is due and payable no later than 30 days after delivery of the work/end of the contract. installation, the remaining 10% of the contract price is due no later than 30 days after delivery of the work/after approval by the customer or upon commissioning by the customer.
20.2 Payment must be made within 30 days after the invoice date or a period to be agreed upon, in a manner to be specified by the contractor in Euros. Objections to the amount of the invoices do not suspend the payment obligation;
20.3 The client is not free to offset any claims it may have against the contractor against payment obligations of the client towards the contractor.
20.4 The Contractor is entitled to charge advance amounts or installment amounts.
After receipt of the advance payment/instalment amount, the contractor will commence implementation;
20.5 If the client fails to pay within the agreed term, the client is legally in default. The Client will then owe interest of 1.5% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest rate applies. The interest on the amount due will be calculated from the moment the client is in default until the moment the full amount is paid;
20.6 In the event of liquidation, (application for) bankruptcy, (request for) admission to debt restructuring under the Natural Persons Debt Restructuring Act, seizure or (provisional) suspension of payment of the client, the contractor’s claims on the client are immediately due and payable;
20.7 Payments will firstly be used to deduct the costs, then to deduct the accrued interest and finally to deduct the principal sum and the current interest.
Article 21 Collection costs
21.1 If the invoice is not paid within the terms stated in Article 20, the client will be in default in the event of incomplete payment and the client who acts in the exercise of a profession or business will be entitled to compensation for extrajudicial collection costs in accordance with “Report Preliminary work II”.
21.2 If the contractor has incurred higher costs that were reasonably necessary, these are also eligible for reimbursement. Any reasonable judicial and enforcement costs incurred will also be borne by the client.
Article 22 Disputes
All disputes arising from or related to the agreement to which these conditions apply will be settled by the competent Dutch court in the contractor’s place of business. Nevertheless, the contractor has the right to submit the dispute to the legally competent court or to the Council of Arbitration for Construction.
Article 23 Applicable law
Dutch law applies exclusively to all offers and agreements.
Article 24 Filing of general terms and conditions
These conditions have been filed at the office of the Chamber of Commerce in Breda under number 20098239.
CHAPTER 2 (Anera Export as subcontractor)
Article 25 Provisions regarding assignments of the contractor as a subcontractor
25.1 The provisions mentioned in this article only relate to the actions of Anera Export as a subcontractor. These provisions do not apply if Anera Export itself enters into agreements with subcontractors (see Chapter 3).
25.2 Unless otherwise agreed, the client is obliged to take out (CAR) insurance for the execution of the agreement and the liabilities that may arise from it.
25.3 The subcontractor is only bound by provisions in the agreement between the client and his client if this is expressly stated in the agreement.
25.4 Only unless expressly agreed otherwise in writing will the delivery between the subcontractor and its direct client count as delivery of the work.
25.5 If this has been agreed in writing, the subcontractor will, upon request, provide its client with a statement of all employees who have been or will be appointed by the subcontractor in the context of the execution of the work assigned by the client. The statement may include payroll statements with social security number, a copy of an identification document and work permit of the employees.
25.6 If this has been agreed in writing, the subcontractor will, upon request, provide its client with a statement of:
-the name and address of the business association with which the subcontractor is registered;
-valid proof of registration with the business association;
-the payroll tax number of the subcontractor;
25.7 If this has been agreed in writing, the subcontractor will, upon request, provide its client with a statement regarding payments to the business association and a statement regarding the payment of payroll tax, all as referred to in the context of the guidelines established in the Chain Liability Act (WKA).
25.8 Failure by the subcontractor to provide the information referred to in the previous paragraphs (on time) cannot be a reason for the client to withhold premiums and wage tax due for the work from the contract sum or purchase price to be paid by the subcontractor and on behalf of the subcontractor. to comply with the relevant business association or the aforementioned recipient;
CHAPTER 3 (Anera Export as client to subcontractor)
Article 26 Provisions regarding assignments from the contractor to third parties
26.1 In the provisions referred to in this article, the following terms are used in the following meaning:
User: Anera Export, client, user of these provisions, user of the services of a third party;
Subcontractor: the supplier, the other party of the user;
Agreement: the agreement between the user and the subcontractor;
The provisions mentioned in this article do not apply if the user acts as a contractor (see Chapter 2).
26.2 The subcontractor must, upon first request, provide the user with a written statement of all employees who have been or will be appointed by the subcontractor in the context of the execution of the work assigned by the user;
26.3 The subcontractor will always provide the user with the payroll statements with social security number, a copy of an identification card and work permit of the employees for inspection upon first request, as well as inform the user in writing where, when and at what times the employees work;
26.4 The subcontractor guarantees the user the timely fulfillment of all its obligations arising from the law with regard to the employees referred to above;
26.5 The subcontractor is obliged to provide the user with the following information in writing upon first request:
– the name and address of the trade association with which the subcontractor is registered;
– a valid proof of registration with the business association;
– the payroll tax number of the subcontractor;
26.6 The subcontractor is obliged to provide the user, at the user’s first request, with a statement regarding payments to the business association and a statement regarding the payment of payroll tax, all as referred to in the context of the guidelines established in the Chain Liability Act (WKA). A subcontractor who is a self-employed person is obliged to provide a valid “Employment Relationship Declaration” issued by the tax authorities, which still applies in accordance with the current tax principles;
26.7 The subcontractor must keep sufficient administration with regard to payments to the trade association and recipient of direct taxes regarding the stated employees;
26.8 The User always has the right to withhold the premiums and wage tax owed by the subcontractor in respect of the work from the contract price or purchase price to be paid by it to the subcontractor and to pay on behalf of the subcontractor to the relevant business association or the aforementioned recipient;
26.9 Without prejudice to the provisions of the previous paragraph, the subcontractor is obliged, at the first request of the user, to open a G account for the assigned work as referred to in the WKA. The user will then have the right to transfer to that G account the part of the contract price or purchase price to be paid by it to the subcontractor, which consists of the amounts owed in respect of the employees referred to in paragraph 1 for premiums and wage tax. to make. This transfer serves as discharge for the user for the relevant part of the contract price or purchase price;
26.10 If and as long as the subcontractor has not yet informed the user in writing of the opening of the G account, the user will be entitled to withhold the relevant amount from the contract price or purchase price;
26.11 The subcontractor is not authorized to have any part of the agreement carried out by third parties without written approval from the user;
26.12 If the subcontractor has any part of the agreement carried out by a third party, after user approval, he will do so pursuant to an agreement in which, mutatis mutandis, paragraphs 1 to 11 of this article are included;
26.13 If the agreed execution period or delivery time is exceeded, the user has the right to terminate the subcontracting agreement without further notice of default or judicial intervention, without prejudice to his right to full compensation;
26.14 If the agreed delivery time or execution time cannot be met, the subcontractor is obliged to notify the user of this at least two weeks before this agreed time or term.
The subcontractor is also obliged to inform the user what measures it has taken to deliver or carry out in the shortest possible time;
26.15 The agreed terms are strict deadlines;
26.16 In the event of non-compliance by the subcontractor with one of these aforementioned obligations, the subcontractor will forfeit to the user an immediately payable penalty amounting to 10% of the contract price or purchase price applicable between the user and the subcontractor, plus the costs required to have the works carried out by third parties. completed, without prejudice to the user’s right to terminate the agreement and claim damages.
26.17 The subcontractor is prohibited from working directly for the end customer within 12 months after termination of the assignment without the user’s permission.
26.18 The subcontractor is prohibited from sharing knowledge/information about the company and/or the user’s products.
26.19 The subcontractor is liable for any claims relating to the work performed by the subcontractor, damage incurred and/or actions of the subcontractor’s employees.
26.20 Subcontractor agrees to the agreed working hours. Additional work is at the subcontractor’s risk and may not be charged. Less work, on the other hand, is to the subcontractor’s advantage.
26.21 Damages must be reported to the subcontractor within 24 hours.
26.22 The delivery document must be signed by the customer and delivered to the user. No invoice may be sent to the user without a delivery document.
26.23 Deviations from the drawings are only accepted after approval by the user.
Anera Export B.V.
Korhoenweg 12
4791 RM Klundert
Netherlands
