Terms and Conditions

Product 1 / General

The general conditions shall apply:

  1. Client: the party that commissions.

  2. Contractor: Van Hoesel, the Blaey

Product 2 / Applicability

  1. These general conditions apply to all agreements made by the Contractor within the framework of the implementation of the work is concluded.

  2. Deviations from these general conditions are valid only if and to the extent agreed in writing between the Client and agreed.

  3. Any terms and conditions of the customer are not valid. The applicability thereof by Contractor expressly rejected.

  4. If any clause in these General Conditions or the agreement to be void or unenforceable, the remainder of the agreement shall remain in force and the relevant clause in consultation between the Parties shall immediately be replaced by a clause that the intent of the original provision as closely as possible.

Product 3 / Conclusion of the contract

  1. The contract is concluded at the time that the contractor and the client order confirmation signed by the contractor return is received. The confirmation is based on the information provided by the client to provide information. The confirmation is considered the correct and complete representation.

  2. The parties are free to prove that the contract otherwise is established.

  3. The agreement is for an indefinite period unless the content, nature or scope of the instructions given to them for a certain period of time.

Product 4 / Provision of information by the client

  1. Client is obliged to all information and documents which the Contractor considers necessary for the proper execution of the order in time, in the required form and in the manner required to make available.

  2. In the case of contracts to audit financial statements will be the principal contractor to notify all other information required for the execution or completion of the assignment is relevant.

  3. Client is responsible for the correctness, completeness and reliability of the contractor's disposal data and documents, even if they come from third parties, insofar as the nature of the assignment nothing otherwise.

  4. From the delay in the execution of the contract resulting additional costs and fees, caused by not, not timely or not properly providing the requested information and documents shall be borne by the client.

Product 5 / Execution of the command

  1. Contractor shall determine how and by whom the contract is executed. Contractor shall, if possible, take into account in a timely manner and responsible instructions from the client regarding the implementation of the agreement.

  2. The Contractor shall perform the work to the best of its ability and diligent beroepsoefenaar perform. Contractor can not guarantee the achievement of any desired result.

  3. Contractor has the right to work, without notice to and consent of the client, to be carried out by a person appointed by the contractor or third. If, in the opinion of the contractor is desirable.

  4. Contractor shall implement the Agreement in accordance with the relevant behavior for him and professional rules, which form part of the Agreement and which by law is required of him. A copy of the contractor applicable professional rules of conduct and is sent to the client on request. Client shall from this conduct and professional rules and under the law for the contractor, and all persons employed by or working for the contractor, obligations to respect.

  5. If during the term of the contract work is performed for the profession or business of the client which does not fall under the work to which the contract relates, these activities under separate agreement shall be deemed to have been made.

  6. Possibly in the contract time limits within which the work is to be performed, are approximate only and shall not be deadlines. Exceeding such a term is therefore not attributable shortcoming of command borrower and therefore no ground for termination of the agreement. Client may, when crossing such a period, a new, reasonable period within which the contractor agreement, unless force majeure, be carried must have. Exceeding these new, reasonable deadline does provide a ground for dissolution of the contract by the client.

  7. The performance of the contract is not in writing, unless otherwise expressly stated, specifically aimed at detecting fraud. If the work is evidence of fraud, the contractor shall report thereon to the client. Command- transferee is bound by applicable laws and regulations and by various professional organizations issued regulations and directives.

Product 6 / Confidentiality

  1. Contractor shall, unless he is a legal or professional obligation to disclose, divulge to third parties.

  2. Contractor is not entitled to the information provided to him by the client is made available to use for a purpose other than that for which it was obtained. However, this is an exception in case the contractor itself in disciplinary, civil or criminal proceedings in which these documents may be of interest.

  3. Unless the Contractor's prior written consent, will sponsor the content of reports, recommendations or other or not in writing, of the contractor, which are not drawn or made with the intent thirds of the information contained therein to provide, not public. The client will also ensure that third parties are not the preceding sentence contents acquainted with them.

  4. Client will be obligations under this article on by third parties engaged.

Product 7 / Intellectual Property

  1. Contractor reserves all rights with respect to products of the mind which he uses or has used in the context of the execution of the assignment of the client, provided that they arise from the law.

  2. The client is expressly prohibited from reproducing, including computer programs, system designs, methods, advice, (model) contracts and other intellectual property of the contractor, and in the broadest sense of the word, whether or not involving third parties to reproduce, to reveal or exploit.

  3. The Client is not permitted tools related to third parties for reasons other than to obtain an expert opinion on the contractor's work.

Product 8 / Fees

  1. It's fee is not dependent on the outcome of the assignment.

  2. If after the conclusion of the contract but before the order has been completed, wages and / or prices change, the contractor is entitled to the agreed rate accordingly, unless the client and the contractor have agreed otherwise made.

  3. The fee of the contractor, if necessary plus advances and claims of third parties, monthly, quarterly, annually or after completion of the work to the client will be charged unless the Client and have agreed otherwise made. On all principal amounts payable sales tax charged separately.

Product 9 / Payment

  1. Payment by the client, without deduction, discount or compensation, within the agreed periods, but in no event later than thirty days after the invoice date. Payment must be made in Dutch currency by transfer to a bank account designated by the Contractor.

  2. If the client is not within the under 9.1 above deadline has paid the contractor is entitled, after the client at least one reminder to pay, without further notice and without prejudice to the other rights of the Contractor, from the due principal statutory interest charge to on the date of payment in full.

  3. All costs arising from judicial or extrajudicial collection of the claim, shall be borne by the client, even where those costs exceed the legal costs. The extrajudicial costs are set at least 15% of the amount due, with a minimum of € 250.

  4. If the financial position or the payment of principal, in the opinion of the contractor gives reason, the contractor is entitled to demand of client, that it immediately (additional) security in a form to be determined. If the client fails to provide the required security, is entitled, without prejudice to its other rights, the further implementation of the agreement to immediately suspend and everything the client to whatever reason due become immediately due and payable.

  5. In case of a joint given assignments, where the activities for the joint clients are made jointly and severally liable for payment of the invoice amount.

Product 10 / Complaints

1. Complaints relating to the work performed and / or the invoice amount within 60 days after the delivery of the documents or information concerning the claim, or within 60 days after discovery of the defect if the client demonstrates that he could not reasonably have been could discover, the contractor should be made known.

2. Complaints as referred to in the first paragraph shall not suspend the payment obligation of the Client.
3. In case of a justified complaint, the contractor shall choose between adjusting the fees charged, the free improvement or re-execution of the rejected work or the whole or part (s) performing the command against a refund of a proportion of the fees already paid by the client.

Product 11 / Force Majeure

  1. If the Contractor with its obligations under the agreement, not timely or not properly fulfill due to causes not attributable to him, including but not limited to employee sickness, malfunctions in the computer and other stagnation in the normal course of business within his company, those obligations will be suspended until the contractor will be able to obtain them in the manner agreed to meet.

  2. Client has the right, in case of the situation referred to in the first paragraph occurs, the contract in whole or in part with immediate effect by written notice to terminate.

Product 12 / Termination

  1. Client and may at any time terminate the contract.

  2. Cancellation in writing to the other party in writing.

Article 13 / Liability and Indemnification

  1. For all direct damage of the client, in any way related to or caused by not late or improper performance of the contract, the contractor shall be liable to a maximum of three times the amount of the fee (excluding VAT) for the relevant agreement on the last calendar year to a maximum of one hundred thousand euros (€ 100,000), unless on the part of the contractor in cases of intent or gross negligence.

  2. Contractor is not liable for:

    - When the client or third parties damage resulting from the provision of inaccurate or incomplete data or information by the client to, or otherwise resulting from an act or omission of the client;

    - When the client or third parties damage resulting from an act or omission of the Contractor auxiliary persons (not including employees of the contractor), even if such persons, by a contractor affiliated organization;

    - When the client or third parties, indirect or consequential damages, including but not limited to stagnation in the affairs of the client's company.

  3. Contractor shall at all times have the right, if and to the extent possible, the loss of principal to undo or limit recovery or improvement of the defective product.

  4. Contractor is not liable for damage or loss of items during transport or dispatch by post, whether the transport or dispatch by the client, contractor or third parties.

  5. A claim for compensation must be submitted within 12 months after the client has discovered the damage or could reasonably have discovered, by the contractor to be submitted, failing which the right to compensation expires.

  6. Client indemnifies the Supplier against all claims of third parties, including, shareholders, directors, auditors and employees of client and affiliated legal entities and businesses and others involved in the organization of client involved., which directly or indirectly to the implementation of the agreement. The Client indemnifies the Contractor against claims by third parties for damage caused by the customer supplies incorrect or incomplete information, unless the customer proves that the damage is not due to culpable act or omission on his part, or is caused by intent or gross negligence of the contractor.

    The foregoing shall not apply to contracts to audit the financial statements referred to in Section 393 of Book 2 of the Netherlands Civil Code.

  7. Client indemnifies the Supplier against all claims of third parties, in the case that under the law and / or professional rules forced the mission to give back and / or forced to cooperate with government agencies, entitled on request or unsolicited, information provided to the contractor in the performance of the assignment of the client or third party has received.

Product 14 / Lapsing

Unless these conditions are not otherwise, rights of action and other powers of the client for whatever reason against the contractor in connection with the performance of work by the contractor at least one year after the
when the client became aware or could reasonably be aware of the existence of such rights and powers.

Product 15 / Suspension Law

Contractor has the right to fulfill all its obligations to suspend, including the issuing of documents or other items to the Client or third parties until all outstanding claims on the principal are paid in full.

Product 16 / Applicable law and jurisdiction

  1. All agreements between the client and contractor which these general conditions apply, subject to Dutch law.

  2. All disputes relating to agreements between the client and the contractor, to which these conditions apply and which do not fall within the jurisdiction of the subdistrict court, be settled by the competent court in the district where Contractor's domicile.

  3. Notwithstanding the provisions of paragraph 2, the client and contractor is entitled to dispute to an arbitration tribunal disputes before.