General terms and conditions
General terms and conditions
Article 1 Definitions
In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise.
- Service provider: Presis, supplier of services and/or goods, hereinafter referred to as "Presis".
- Client: the other party of Presis.
- Agreement: the agreement to provide services.
- Written: by letter or e-mail.
Article 2 General
1. These conditions apply to every offer, quotation, and agreement between Presis and a client to which Presis has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
2. These conditions also apply to any agreement with Presis, for the execution of which third parties need to be engaged.
3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.
4. The applicability of any purchase or other conditions of the Client is expressly rejected.
5. If one or more provisions of these general terms and conditions are null and void or may be annulled, the other provisions of these general terms and conditions will remain fully applicable. Presis and client will then enter into consultation in order to agree on new provisions to replace the void or nullified provisions, whereby if and as much as possible the purpose and purport of the original provision will be observed.
Article 3 Offers and quotations
1. All offers are without obligation, unless the offer states a deadline for acceptance.
2. The offers made by Presis are non-binding; they are valid for 30 days, unless otherwise indicated. Presis is only bound to the offers if the acceptance thereof is confirmed by the other party in writing within 30 days, unless otherwise indicated.
3. The prices in the said offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administrative costs, unless otherwise indicated.
4. If the acceptance deviates (on minor points) from the offer included in the quotation, Presis shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Presis indicates otherwise.
5.A composite quotation does not oblige Presis to perform part of the order for a corresponding part of the quoted price.
6.Offers or quotations do not automatically apply to future assignments. (See also: article-by-article explanation under 2).
7. Presis cannot be held liable for obvious slips in offers.
Article 4 Execution of the Agreement
1. Presis will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the then current state of knowledge.
2. If and insofar as the proper execution of the agreement requires it, Presis has the right, at its own discretion, to have certain activities carried out by third parties.
3. The principal shall ensure that all data, which Presis indicates to be necessary or which the principal should reasonably understand to be necessary for the execution of the agreement, are supplied to Presis in good time. If the data necessary for the execution of the agreement are not provided to Presis in time, Presis has the right to suspend the execution of the agreement and/or charge the extra costs resulting from the delay to the principal according to the usual rates.
4. Presis is not liable for damage of any kind whatsoever, because Presis has relied on incorrect and/or incomplete data provided by the principal, unless Presis should have been aware of this incorrectness or incompleteness.
5. If it has been agreed that the agreement will be executed in stages, Presis may suspend the execution of those parts belonging to a following stage until the principal has approved in writing the results of the preceding stage.
6. If work is performed by Presis or third parties engaged by Presis 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 desired by those employees free of charge.
7. Client indemnifies Presis against any claims of third parties, who suffer damage in connection with the execution of the agreement and which can be attributed to the client.
Article 5 Amendments to the agreement
1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation amend the agreement accordingly in writing.
2. If the parties agree that the agreement is amended or supplemented, this may affect the time of completion of the execution. Presis will inform the principal of this as soon as possible.
3. If the amendment or supplement to the agreement will have financial and/or qualitative consequences, Presis will inform the principal of this in advance in writing.
4. If a fixed fee has been agreed, Presis will also indicate to what extent the amendment or supplement to the agreement will result in an increase of this fee.
5. Contrary to paragraph 3, Presis will not be able to charge additional costs if the amendment or addition is due to circumstances attributable to Presis.
Article 6 Contract duration; term of execution
1. The agreement between Presis and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If a term has been agreed within the term of the agreement for the completion of certain work, it is never a deadline. If the term of execution is exceeded, the principal must therefore give written notice of default to Presis.
Article 7 Payment fees
1. The parties may agree on a fixed fee when the agreement is concluded.
2. If no fixed fee is agreed upon, the fee will be determined on the basis of hours actually worked. The fee will be calculated according to Presis' usual hourly rates, valid for the period in which the work is being performed, unless a different hourly rate has been agreed upon.
3. The fee and any cost estimates are exclusive of VAT.
4. In case of assignments with a duration of more than three months, the costs due will be charged periodically.
5. If Presis agrees with the client on a fixed fee or hourly rate, Presis is nevertheless entitled to increase this fee or rate.
6. Furthermore, Presis is entitled to pass on price increases in a reasonable manner, if rates in respect of e.g. wages have risen between the time of offer and delivery. Presis must prove this by means of written evidence.
7. Furthermore, Presis may increase the rates, fees, costs and/or prices once per calendar year on the basis of the CBS index for Business Services.
8. Furthermore, Presis may increase the fee if during the execution of the work, it appears that the originally agreed or expected amount of work was underestimated to such an extent when the agreement was entered into, and this is not attributable to Presis, that Presis cannot reasonably be expected to perform the agreed work for the originally agreed fee. In that case, Presis will notify the principal of the intention to increase the fee or rate. Presis will indicate the scope of and the date on which the increase will take effect.
Article 8 Payment and collection costs
1. Payment must be made within 30 working days from the invoice date, in a manner to be indicated by Presis in the currency in which the invoice was drawn up.
2. Objections to the amount of the invoices do not suspend the payment obligation.
3. If Client fails to pay within the term of 30 working days, Client is in default by operation of law. Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply.
4. The interest on the amount due and payable will be calculated from the moment the client is in default until the moment of payment of the full amount.
5. In case of liquidation, bankruptcy, attachment, or suspension of payment of the principal, the claims of Presis against the principle shall be immediately due and payable.
Presis has the right to have the payments made by the principal go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.
6. Presis may, without thereby being in default, refuse an offer of payment if the principal designates a different sequence of attribution. Presis may refuse full payment of the principal sum, if said payment does not include the interest still due, the accrued interest and the costs.
7. If the principal is in default or breach of one or more of its obligations, all reasonable costs incurred to obtain payment extrajudicially will be for the account of the principal. If the client remains in default of timely payment of a sum of money, he forfeits an immediately payable compensation of extrajudicial collection costs of 15% of the amount still due. This with a minimum of €50.00.
8. If Presis has incurred higher costs, which were reasonably necessary, they will also be eligible for compensation.
9. Any reasonable judicial and execution costs incurred will also be borne by Client.
10. Client owes interest over the collection costs incurred.
Article 9 Retention of title
1. All goods delivered by Presis, which may also include designs, sketches, drawings, films, software, (electronic) files, etc., remain (intellectual and physical) property of Presis until the principal has fulfilled all the following obligations from all agreements entered into with Presis.
2. Client is not authorised to pledge or otherwise encumber the goods falling under the retention of title.
3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the principal is obliged to inform Presis thereof as soon as can reasonably be expected.
4. 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 submit the policy of this insurance for inspection on demand.
5. Goods delivered by Presis, which are subject to retention of title by virtue of the provisions under 1. of this article, may only be resold in the normal course of business and may never be used as a means of payment.
6. In case Presis wishes to exercise its ownership rights referred to in this article, the principal already now unconditionally and irrevocably gives permission to Presis or third parties to be appointed by Presis to enter all those places where Presis' property is located and to recover those goods.
Article 10 Guarantee and delivery
1. For products with warranty, the warranty of the products/supplier applies. Presis will try to mediate between principal and manufacturer/supplier, but will ultimately fall between them.
2. Insofar as instructions, instructions for use or maintenance instructions are given in respect of delivered products, the principal undertakes to follow them. In any case, all warranty provisions will lapse if these instructions are violated.
3. Presis is not liable for any damage as a result of not or not sufficiently following the prescriptions or instructions of paragraph 2.
4. Storage and transport of products up to the agreed place of transfer are at Presis' risk. Should anything harmful happen to the products during storage or transport, Presis will be given a reasonable time to put it right or repair it.
5. Once the delivered products are stored with or on behalf of the principal, then the principal becomes liable for these products.
6. If the principal does not take possession of the goods delivered by Presis through no fault of his own, he will be in default without further notice of default. Presis will then be entitled to store these goods at the expense and risk of the principal in a place chosen by Presis. In doing so, Presis will not be obliged to pay any compensation.
7. Presis may make partial deliveries.
8. Customs formalities or similar actions are at the expense and risk of the principal.
9. Client guarantees Presis that client always has the required licences with regard to import or transit of goods purchased by him and client indemnifies Presis against claims and penalties in this respect.
10. Presis will not be in default by the mere exceeding of a never fatal term of delivery, unless there is intent or fault on the part of Presis.
11. Presis and the principal agree on the manner of delivery and payment in advance.
12. Client is obliged to carefully inspect (or have someone inspect) the goods upon delivery with regard to quantity, weight and quality. If no person is designated, the driver of the means of transport who takes delivery of the goods on behalf of the principal shall be deemed to have inspected and accepted the goods at the delivery concerned on behalf of the principal.
13. Client is always obliged to take care of the goods as a careful fiduciary. Client is not free to return the goods before Presis has agreed to this in writing.
Article 11 Complaints, investigation, complaints
1. Complaints about the work performed must be reported in writing to Presis by the principal within 8 days after discovery, but no later than within 14 days after completion of the work concerned. The notice of default must contain as detailed a description of the shortcoming as possible, so that Presis is able to respond adequately.
2. Presis will be given sufficient time and access by the principal to investigate the cause of the complaint and, if justified or necessary, to remedy it.
3. If a complaint is well-founded, Presis will still perform the work as agreed upon, unless this has meanwhile become demonstrably useless for the principal. The latter must be made known by the principal in writing.
4. If the subsequent performance of the agreed work is no longer possible or useful, Presis will only be liable within the limits of article 15.
Article 12 Termination
1. Both parties can terminate the agreement in writing at any time. In case of fixed-term contracts, the termination date is the end date. For contracts of indefinite duration, a notice period of one full calendar month shall apply.
2. If the agreement is terminated prematurely by the principal, Presis is entitled to compensation for the resulting and plausible loss of capacity utilisation, unless the termination is based on facts and circumstances that can be attributed to Presis. Furthermore, the principal is then obliged to pay the invoices for work carried out until then. The preliminary results of the work carried out until then will be made available to the principal subject to reservation.
3. If the agreement is terminated prematurely by Presis, Presis will see to it in consultation with client that the work yet to be performed is transferred to third parties, unless the termination is based on facts and circumstances that are attributable to client.
4. If the transfer of the work involves extra costs for Presis, these will be charged to the principal.
Article 13 Suspension and dissolution
1. Presis is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if: - Client does not fulfil or does not fully fulfil the obligations under the agreement. - after entering into the agreement
2. Presis learns of circumstances giving good ground to fear that Client will not fulfil the obligations. In case good grounds exist to fear that Client will only partially or improperly fulfil his obligations, suspension is only allowed in so far as the shortcoming justifies it. - principal was requested to furnish security for the fulfilment of his obligations under the agreement when the agreement was entered into and this security is not provided or is insufficient.
3. Furthermore, Presis is authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement becomes impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be reasonably expected.
4. If the agreement is dissolved, the claims of Presis against the principal shall be immediately due and payable. If Presis suspends fulfilment of the obligations, it retains its claims under the law and the agreement.
Presis always reserves the right to claim damages.
Article 14 Return of goods made available
1. If Presis has made goods available to the principal in the execution of the agreement, the principal is obliged to return the delivered goods within 14 days in their original state, free of defects and in their entirety. If the principal fails to fulfil this obligation, all costs resulting from this will be for the principal's account.
2. If, for whatever reason, Client still remains in default with the obligation mentioned under 1. after being warned to do so, Presis has the right to recover the resulting damage and costs, including replacement costs, from Client.
Article 15 Liability
1. Should Presis be liable, its liability shall be limited to the provisions of this provision.
2. If Presis is liable for direct damage, such liability shall be limited to a maximum of twice the amount of the statement of expenses, at least that part of the order to which the liability relates, at any rate to a maximum of € 1000 (In words: one thousand euro). The liability is at all times limited to a maximum of the amount of the payment to be made by Presis' insurer in the relevant case plus Presis' deductible.
3. Contrary to the provisions under 2. of this article, in case of an order with a duration of more than six months, the liability is further limited to the part of the fee due for the last six months.
4. Direct damage is exclusively understood as: - the reasonable costs incurred to establish the cause and the extent of the damage, in so far as the establishment relates to damage within the meaning of these terms and conditions; - any reasonable costs incurred to have Presis' faulty performance conform to the agreement, unless they cannot be attributed to Presis; - reasonable costs incurred to prevent or limit damage, in so far as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5. Presis shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
6. The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Presis or its subordinates.
Article 16 Indemnifications
1. The principal indemnifies Presis against claims of third parties concerning intellectual property rights on materials or data provided by the principal, which are used in the execution of the agreement.
2. If the principal provides Presis with information carriers, electronic files or software etc., the latter guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 17 Risk transfer
1. The risk of loss of or damage to the items that are the subject of the agreement shall pass to the principal at the time when they are legally and/or actually delivered to the principal and thereby come under the control of the principal or a third party designated by the principal.
Article 18 Force majeure
1. Parties are not obliged to fulfil any obligation if they are hindered to do so as a result of a circumstance that cannot be attributed to a fault, and for which they cannot be held accountable by virtue of the law, a legal act or generally accepted practice.
2. In these general terms and conditions, force majeure means, in addition to what is understood in this respect in the law and case law, all external causes, foreseen or unforeseen, over which Presis cannot exercise any influence, but which prevent Presis from fulfilling the obligations. Strikes in Presis' business are included.
3. Presis also has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Presis should have fulfilled its obligations.
4. During the period of force majeure, the parties may suspend the obligations under the agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
5. Insofar Presis has already partly fulfilled its obligations under the agreement at the time of the commencement of the force majeure or will be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, Presis is entitled to submit a separate statement of expenses for the part already fulfilled or to be fulfilled respectively. Client is obliged to pay this invoice as if it were a separate agreement.
Article 19 Confidentiality
1. Both parties are obliged to keep confidential all confidential information (including personal data) which they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if it arises from the nature of the information.
2 If, on the grounds of a statutory provision or a judicial decision, Presis is obliged to disclose confidential information to third parties designated by law or by the competent court, and Presis cannot in this respect invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, Presis shall not be held to pay damages or compensation and the other party shall not be entitled to dissolve the agreement on the grounds of any damage resulting from this.
3. Presis publishes a separate Privacy Statement on its website.
Article 20 Intellectual property and copyrights
1. Without prejudice to the other provisions of these general terms and conditions, Presis reserves the rights and powers to which Presis is entitled under the
Copyright Act and other legislation and case law concerning intellectual property.
2. All documents provided by Presis, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the principal and may not be reproduced, made public, processed or brought to the notice of third parties by him without Presis' prior consent, unless the nature of the documents provided dictates otherwise.
3. Presis reserves the right to use the knowledge gained from the execution of the work for other purposes, in so far no confidential information is brought to the notice of third parties.
Article 21 Samples and models
1. If a sample or model has been shown or provided to the principal, it is presumed to have been provided only as an indication, unless it has been expressly agreed that the product to be delivered shall correspond with it.
2. In the case of an order relating to immovable property, a statement of surface area or other measurements and indications shall also be presumed to have been given by way of indication only, without the product to be delivered having to correspond thereto.
Article 22 Non-employment of personnel
1. During the term of the agreement and for one year after termination thereof, the principal shall not in any way, except after proper businesslike consultation with Presis in writing, employ or otherwise, directly or indirectly, allow employees of Presis or of enterprises employed by Presis for the execution of this agreement, who are (were) involved in the execution of the agreement, to work for him.
Article 23 Disputes
1. The court in the place of business of Presis has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, Presis has the right to submit the dispute to the court with jurisdiction under the law.
2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual consultation.
Article 24 Applicable law
1. Any agreement between Presis and the principal shall be governed by Dutch law.
Article 25 Amendment, interpretation and location of the terms and conditions
1. In the event of an interpretation of the contents and scope of these general terms and conditions, the Dutch text shall always be decisive.
2. The most recently filed version or the version valid at the time the agreement was concluded shall always apply.