General Terms and Conditions online sales (B2B)

General Terms and Conditions online sales (B2B)

TERMS AND CONDITIONS FOR SERVICE PROVIDERS (B2B)

 

Article 1 - Definitions

1.   Global Property Cowboys, located in  DIEMEN, KvK number  75087545, is designated as a service provider in these terms and conditions.

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

3.   Parties are service providers and clients together.

4.   The agreement refers to the agreement to provide services between the parties.

Article 2 - Eligibility of terms and conditions

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

2.   These conditions can only be deviating if this has been expressly and written ly agreed by the parties.

3.   The agreement always contains effort obligations for service providers, not any result obligations.

Article 3 - Payment

1.   Declarations must be paid within 0 days of the invoice date, unless the parties have made other agreements in writing or another payment period is indicated on the declaration.

2.   Payments shall be made without any recourse or settlement by transferring the amount due to the bank account number provided by the service provider.

3.   If the client does not pay within the agreed time limit, he is legally in default, without the need for any reminder. From then on, the service provider is entitled to suspend the obligations until the client has fulfilled its commitments.

4.   If the client defaults, the service provider will make recovery. The costs relating to that recovery are borne by the client. Wherethe contractor is in default, he is not only subject to the principal also legal (commercial) interest, extrajudicial collection costs and other damages due to service provider. The collection costs are calculated on the basis of the Decision fee for out-of-court collection costs. 

5.   In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of the service provider on the client are immediately claimable.

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

Article 4 - Offers and quotes

1.   The offers of service provider shall be valid for a maximum of 1 month, unless the offer is mentioned as another period of acceptance. If the offer is not accepted within that time limit, the offer will expire.

2.   Delivery times in tenders are indicative and do not entitle the client to dissolution or compensation if they are exceeded, unless the parties have been expressly and in writing otherwise agreed.

3.   Offers and quotes do not automatically apply to reorders. The parties must expressly and in writing agree.

Article 5 - Prices

1.   The prices listed on offers, quotes and invoices from the service provider do not include VAT and any other public charges, unless expressly 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 the offer or the conclusion of the agreement, may give rise to price increases.

3.   As regards the provision of services, parties may agree to a fixed price in the conclusion of the agreement.

4.   If no fixed price has been agreed, the rate relating to the service can be fixed on the basis of the actual hours spent. The rate shall be calculated in accordance with the usual hourly rates of the service

provider, applicable for the period in which he carries out the work, unless a different hourly rate has been agreed.

5.   If no rate has been agreed on the basis of the actual hours spent, a target price will be agreed for the service, with the service provider entitled to deviate up to 10%. If the target price is more than 10% higher, the service provider should inform the client in good time why a higher price is justified. In that case, the client has the right to void part of the contract, which exceeds the target price plus 10%.

Article 6 - Price Indexation

1.   The prices and hourly wages agreed upon are based on the price level applied at that time. The service provider has the right to adjust the fees to be calculated to the client annually from 1 January.

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

Article 7 - Information provided by the client

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

2.   The client is obliged to make available all data and documents, which the service provider believes is necessary for the correct execution of the contract, in a timely and desired form and in the desired manner

3.   The client is authorised for the accuracy, completeness and reliability of the data and documents made available to the service provider, even if they come from third parties, insofar as the nature of the contract does not result otherwise.

4.   The client shall exempt the service provider from any damage in any form resulting from failure to comply with the conditions laid down in the first paragraph of this Article.

5.   If and to the extent requested by the client, the service provider returns the relevant documents.

6.   If the client does not, in good time or not properly make the data and documents required by the service provider available, and the execution of the contract is delayed, the resulting additional costs and additional fees will be borne by the client.

Article 8 - Withdrawal order

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

2.   When the client withdraws the contract, the client is obliged to pay the wages due and the expenses incurred of the service provider.

Article 9 - Implementation of the Agreement

1.   Service provider carries out the agreement in accordance with the best of our ability and in accordance with the requirements of good craftsmanship.

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

3.   Implementation shall be carried out by mutual agreement and after a written agreement and payment of the advance agreed.

4.   It is the responsibility of the client that the service provider can start the assignment in a timely manner.

 Article 10 - Contract duration contract

1.   The agreement between the client and the service provider shall be entered into indefinitely, unless the nature of the agreement results from something else or the parties have been expressly and in writing otherwise agreed.

2.   If the parties have agreed a period of time within the duration of the agreement for the completion of certain activities, this is never a fatal time limit. In the event of an overrun of this period, the client service provider must default in writing.

Article 11 Amendment of the Agreement

1.   If, during the implementation of the Agreement, it appears that it is necessary for the proper implementation of the contract to amend or supplement the work to be carried out, the Parties shall adjust the agreement accordingly in good time and by mutual agreement.

2.   If the Parties agree that the agreement is amended or supplemented, it may affect the timing of completion of the implementation. Service provider will inform the client as soon as possible.

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

4.   If the parties have agreed a fixed fee, the service provider shall indicate the extent to which the amendment or addition of the agreement will result in an overrun of this fee.

 Article 12 - Force majeure

1.   In addition to the provisions of Article 6:75 Civil Code, a failure of the service provider in the fulfilment of any obligation to the client cannot be attributed to the service provider in the event of any of the will of the service provider independent circumstance, thereby preventing all or part of the fulfilment of its obligations to the client or preventing the fulfilment of its obligations inreasonableness from service provider. These circumstances include misperformance of suppliers or other third parties, powerfailures, computer viruses, strikes, bad weather conditions and work stoppages.

2.   If a situation as intended for this occurs as a result of which the service provider cannot fulfil its obligations to the client, those obligations will be suspended as long as the service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the Parties shall have the right to terminate 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 required to compensate for any damage, even if a service provider enjoys any benefit as a result of the force majeure.

 Article 13 - Netting

 

The client waives his right to set off a debt to service provider with a claim against service provider.

 

Article 14 - Suspension

 

The client waives the right to suspend the fulfilment of any undertaking resulting from this agreement.

 

 Article 15 - Transfer of rights

 

Rights of a Party to this Agreement may not be transferred without the prior written consent of the other Party. This provision shall be subject to a condition of goods law as referred to in the second paragraph of Article 3:83, civil code.

 

 Article 16 - Forfeiture of the claim

 

In any case, any right to compensation for damage caused by service provider expires 12 months after the event from which liability results directly or indirectly. This does not exclude the provisions of Article 6:89 Civil Code.

 

Article 17 - Insurance

1.   The client undertakes to adequately ensure and ensure matters necessary for the implementation of the underlying contract, as well as matters of service provider present with the client and matters provided under ownership reservation, against fire, explosion and water damage, as well as theft.

2.   The client gives the policy of these insurances for inspection at first request.


Article 18 Liability damages

1.   Service provider is not liable for damages arising from this agreement, unless the service provider has intentionally or with gross negligence.

2.   In the event that the service provider owes compensation to the client, the damage is no more than the fee.

3.   Any liability for damages arising from or related to the performance of an agreement shall always be limited tolijkthe amount paid out in the case in question by the closed (professional)insurance(s). This amount shall be increased by the amount of the excess according to the relevant policy.

4.   The liability restriction shall also apply if the service provider is held liable for damages arising directly or indirectly from the failure to properly operate the equipment, software, databases, registers or other matters used by the service provider in the execution of the contract.

5.   The liability of service provider for damages resulting from the intentional or deliberate recklessness of the service provider, its managers or subordinates is not excluded.

Article 19 - Client liability

1.   Where an contract is provided by more than one person, each of them shall be jointly and severally liable for the amounts owed to the service provider under that contract.

2.   If an assignment is provided by a natural person on behalf of a legal person, that natural person can also be a private client. This requires that this natural person be considered as the (co)policy maker of the legal person. In the event of a default by the legal person, the natural person is therefore personally liable for the payment of the declaration, indifferent whether or not it has been made, whether or not 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 - Safeguard

 

The client shall safeguard the service provider against all claims made by third parties, related to the goods and/or services provided by the service provider.

 

Article 21 - Duty of complaint

1.   The client is obliged to report complaints about the work carried out directly in writing to the service provider. The complaint contains the detailed description of the shortcoming as possible, so that the service provider is able to respond appropriately to this.

2.   In any event, a complaint cannot lead to service provider being held to carry out other activities than agreed.

Article 22 - Reservation of ownership, right of suspension and retention law

1.   The business and business and parts provided by the client will remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can rely on its reservation of ownership and take back the cases.

2.   If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider shall have the right to suspend the work until the agreed part is satisfied. There is then a creditor default. In that case, a late delivery cannot be countered to the service provider.

3.   The service provider is not authorised to pledge or otherwise object to the matters covered by its reservation of ownership.

4.   If business has not yet been delivered, but the agreed payment or price has not been paid in accordance with agreement, the service provider has the right of retention. The case will 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 required.

Article 23 Intellectual property

1.   Unless the parties have been agreed differently in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, drawings andmodels, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc.

2.   The said intellectual absolute rights may not be copied, shown and/or made available to third parties without written consent from the service provider or otherwise used.

3.   The client undertakes to keep the confidential information provided to him by the service provider. In any event, confidential information shall mean the one to which this Article relates and the company data. The client undertakes to impose a written obligation of confidentiality on the meaning of this provision to his staff and/or third parties involved in the implementation of this agreement.

Article 24 - Secrecy

1.   Each of the Parties shall keep secret the information which he receives (in any form) from the other Party and any other information relating to the other Party which he knows or can reasonably suspect is secret or confidential, or information which he can expect to cause harm to the other Party and shall take all necessary measures to ensure that his staff also keeps the said information secret.

2.   The obligation of confidentiality referred to in paragraph 1 of this Article shall not apply to information:

a.    which, at the time the recipient received this information, had already been public or subsequently became public without a breach by the receiving party of a duty of confidentiality based on him;

b.   the receiving party can prove that this information was already in its possession at the time of provision by the other Party;

c.    received the receiving Party from a third party where that 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 legal duty.

3.   The obligation of confidentiality laid down in this Article shall apply for the duration of this Agreement and for a period of three years after its end.

Article 25 - Fine on breach of confidentiality

1.   If the client violates the article of these terms and conditions regarding confidentiality, then the client forfeitant for the benefit of the service provider an immediately claimable fine of € 5,000  for each violation and in addition an amount of €  500 for each day that that violation continues. This is whether the violation can be attributed to the client. Moreover, no prior default or legal proceedings are required for the cancellation of this fine. There is also no need for any form of damage. 

2.   The forfeiting of the fine referred to in paragraph 1 of this Article shall not affect the other rights of service provider including his right to claim compensation in addition to the fine.

Article 26 - Non-acquisition staff

 

The client does not hire employees of service provider (or of companies to which the service provider has invoked this agreement and who have (been) involved in the implementation of the agreement). Nor does he otherwise allow them to work directly or indirectly for themselves. This prohibition shall apply for up to one year after its termination. This ban is subject to one exception: parties can make other arrangements in good business consultations with each other. These agreements shall apply to the extent that they are laid down in writing.

 

Article 27 - Applicable law and competent court

1.   Only Dutch law applies to any agreement between the parties.

2.   The Dutch court in the district where Global Property Cowboys is located/holds practice/holds office is exclusively competent to take note of any disputes between the parties, unless the law requires compelling otherwise.

Article 28 – Responsibility regarding returning items and payments regarding returning items

 

The client/customer is and will always be responsible for returning the items bought from Global Property Cowboys. Not until the send items are back in the warehouse of GPC and fully in its possession, only then this responsibility transfers from client/customer to GPC. Items damaged during return sending transport will not be compensated by GPC. The Client/customer is also responsible for the return costs charged by the shipping company of its coice. CPC partner shipping companies can carry out the return sending, but client/customer can choose otherwise. The article can be different if agreed otherwise by both parties GPC and client/customer, but only if and not before agreed upon otherwise.