General terms and conditions of Kiepe Safety Group B.V.
Article 1 – DEFINITIONS
Kiepe Safety Group:
The private limited liability company Kiepe Safety Group B.V., with its registered office in IJsselstein, registered in the Trade Register of the Chamber of Commerce under number 85464902;
Client:
Anyone with whom Kiepe Safety Group concludes an agreement or for whose benefit Kiepe Safety Group provides services;
Services:
All work to be performed on the basis of this Agreement and the performance to be delivered in that context;
Personnel:
The persons and/or auxiliary persons engaged by Kiepe Safety Group for the performance of the Agreement;
Agreement:
these general terms and conditions or a separate (partial) agreement relating to the performance of services by Kiepe Safety Group.
Article 2 – SUBJECT OF THE AGREEMENT
2.1
For every (security) deployment by Kiepe Safety Group the parties will enter into an Agreement, which makes clear which Services Kiepe Safety Group will perform for the Client. These general terms and conditions apply to every Agreement.
2.2
The applicability of any general terms and conditions of the Client is hereby expressly rejected.
2.3
The provisions of this Agreement apply to all Services of Kiepe Safety Group, even if the relationship has not been agreed in writing or no explicit reference has been made to the applicability of these General Terms and Conditions.
2.4
Arrangements deviating from these general terms and conditions only apply if confirmed in writing by Kiepe Safety Group or agreed in writing with Kiepe Safety Group.
2.5
If during the performance of the Agreement it becomes apparent that it is necessary for its proper performance to amend or supplement it, the parties will adjust the Agreement in good time and in mutual consultation. If the nature, scope or content of the Agreement is changed, whether or not at the request or on the instruction of the Client, this may have consequences for what was originally agreed/intended.
Article 3 – OBLIGATIONS AND FACILITIES OF THE CLIENT
The Client will enable Kiepe Safety Group to provide the Services by doing everything that can reasonably be required of the Client in that context.
3.2
The Client plans the Services to be provided and informs Kiepe Safety Group about them.
Article 4 – QUALITY OF THE SERVICES
If the Client is dissatisfied with the quality of the Services of Kiepe Safety Group, the Client must first discuss this with Kiepe Safety Group.
4.2
Upon the Client’s first request, Kiepe Safety Group will provide copies of the information required for the performance of the Agreement.
Article 5 – CONFIDENTIALITY AND PRIVACY
All confidential information that has come to the parties’ knowledge by virtue of the Agreement concluded between them will be treated as strictly confidential and otherwise kept secret.
5.2
In the context of the Agreement, personal data will regularly be exchanged. Kiepe Safety Group and the Client are obliged to treat this data confidentially in accordance with the GDPR. Kiepe Safety Group is responsible for ensuring that personal data is only provided to the Client if and insofar as Kiepe Safety Group is entitled to do so and any necessary consent has been obtained from the member of Personnel or third party concerned.
Article 6 – COSTS AND PAYMENT
6.1
All quotations and offers of Kiepe Safety Group are exclusive of value added tax (VAT). The Agreement lays down the amount of the costs of the services provided by Kiepe Safety Group.
6.2
The work performed by Kiepe Safety Group is charged to the Client on the basis of time spent and costs incurred. Payment of the fee does not depend on the result of the Services.
6.3
In principle, invoicing takes place monthly. The Client ensures timely payment of the invoice. Unless otherwise agreed, the final payment date is equal to the statutory payment term of 30 days after the invoice date.
6.4
Kiepe Safety Group has the right to ask the Client for an advance payment. Failure to pay the advance (on time) may be a reason for Kiepe Safety Group to (temporarily) suspend the work.
6.5
In the event of a jointly given assignment, the Clients are jointly and severally liable for payment of the invoice amount and the interest and costs due.
6.6
If the Client has not paid within the term referred to in Article 6.3, the Client is obliged to pay the statutory commercial interest and all judicial and extrajudicial (collection) costs incurred by Kiepe Safety Group. Compensation of the costs incurred is not limited to any order for costs determined by the court.
6.7
If, after the conclusion of the Agreement and before the Agreement has been fully performed, wages and/or prices change, Kiepe Safety Group is entitled to adjust the agreed rate.
Article 7 – LIABILITY
If a circumstance arises that leads to possible liability for damages on the part of Kiepe Safety Group or the Client, the other party undertakes to take all measures necessary to limit the (possible) damage as much as possible. In that case the parties will consult each other.
7.2
Any liability of Kiepe Safety Group for damage arising from or related to the performance of the Agreement, any partial agreement and assignments and any shortcomings therein is limited to the amount paid out in the case concerned under the (business) liability insurance taken out by Kiepe Safety Group, plus the excess of Kiepe Safety Group under the policy conditions of that (business) liability insurance.
7.3
If for whatever reason no payment is made under the liability insurance, the obligation to pay damages arising from the liability of Kiepe Safety Group is limited to the fee charged by Kiepe Safety Group for the assignment concerned, up to a maximum of €10,000 (ten thousand euros).
7.4
The Client indemnifies Kiepe Safety Group against claims from third parties (including Personnel of Kiepe Safety Group and third parties engaged by Kiepe Safety Group) who suffer damage in connection with the performance of the assignment as a result of acts or omissions of the Client or of unsafe situations in the Client’s company or organisation.
Article 8 – DURATION AND TERMINATION
The Client and Kiepe Safety Group may terminate the agreement at any time (prematurely) without observing a notice period. If the agreement ends before the work has been completed, the Client owes the fee in accordance with the hours stated by Kiepe Safety Group for work performed for the Client.
8.2
The Agreement may be terminated in writing by either party with due observance of a notice period of one month. The Agreement ends by mutual consent between the parties, whether or not with immediate effect.
8.3
The parties have the right to terminate the Agreement prematurely with immediate effect if Kiepe Safety Group applies for a suspension of payments, is declared bankrupt or is otherwise in a permanent state of inability to pay, or is dissolved.
Article 9 – OTHER PROVISIONS
This agreement is governed exclusively by Dutch law.
9.2
Amendments and additions to this Agreement are only valid insofar as they have been agreed in writing between the parties.
9.3
If one (or more) provision(s) of this Agreement is (are) non-binding, or requires adjustment on the grounds of applicable laws or regulations, this Agreement will otherwise remain in force between the Parties, and the Parties undertake towards each other to amend or adjust the provision(s) concerned in such a way that the intended purpose is preserved as much as possible. Such an amendment or adjustment will only take effect between the Parties once it has been laid down in writing.
9.4
All disputes arising from this Agreement will be settled in the first instance by the District Court of Midden-Nederland (Rechtbank Midden-Nederland).