GENERAL TERMS AND CONDITIONS
These are the General Terms and Conditions of Berendse Translations, a company with located at Overblaak 100, Rotterdam, The Netherlands.
Berendse Translations is registered with the Chamber of Commerce under number 73648892.
Definitions
In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:
General Terms and Conditions: these General Terms and Conditions as stated below.
BW: the Dutch Civil Code.
Service: all activities, in whatever form, that Berendse Translations performs for or on behalf of the Other Party.
Project: all work, in whatever form, that Berendse Translations performs for or on behalf of the Other Party.
Agreement: any agreement concluded between Berendse Translations and the Other Party, including agreements by electronic means.
Other Party: the Company or the Private Individual who has accepted these General Terms and Conditions and has commissioned the provision of a Service.
Unless these General Terms and Conditions expressly state otherwise, in interpreting the General Terms and Conditions, the singular shall be deemed to include the plural and vice versa and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.
Article 1. Applicability
1.1 These General Terms and Conditions apply to every quotation and Agreement concluded between Berendse Translations and the Other Party, unless the parties have explicitly deviated from these General Terms and Conditions in writing.
1.2 These General Terms and Conditions also apply to agreements with Berendse Translations if, for the execution of which, third parties have to be involved.
1.3 The applicability of the Other Party’s General Terms and Conditions is expressly rejected.
1.4 Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed upon between the parties in writing.
Article 2. Quotations
2.1 All quotations for which the contrary is not explicitly stated shall be considered a non-binding offer and may be revoked at any time, even if they contain a term for acceptance. Berendse Translations can also revoke quotations in writing within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.
2.2 All quotations of Berendse Translations are valid for 1 month, unless otherwise stated.
2.3 Berendse Translations cannot be held to its quotations if the Other Party should have understood on the basis of reasonableness and fairness and generally accepted views that the quotation or a part thereof contains an obvious mistake or error.
2.4 If the acceptance deviates – whether on minor points or not – from the offer included in the quotation, Berendse Translations is not bound by it. The Agreement will then not be entered into in accordance with this deviating acceptance, unless Berendse Translations indicates otherwise.
Article 3. Realisation of the agreement
3.1 The Agreement is entered into by the Other Party’s acceptance of the quotation provided by Berendse Translations.
3.2 Quotations can only be accepted in writing (including by electronic means). Berendse Translations is nevertheless entitled to accept oral acceptance as if it had been made in writing.
3.3 At the moment that Berendse Translations receives an order confirmation from the Other Party, an Agreement is entered into between the parties, or at the moment that Berendse Translations actually starts the execution.
3.4 The Agreement supersedes and replaces all prior proposals, correspondence, agreements or other communications, whether made in writing or orally.
Article 4. Execution of the agreement
4.1 The Agreement will be executed by Berendse Translations to the best of its knowledge and ability, in accordance with the requirements of good workmanship. With regard to the intended activities, there is an obligation to perform to the best of one’s ability on the part of Berendse Translations. The application of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
4.2 Berendse Translations determines the manner in which and by which person(s) the Project is to be executed. Berendse Translations is entitled to have certain activities carried out by third parties.
4.3 Berendse Translations is entitled to execute the Agreement in stages. In the event that the Agreement is executed in stages, Berendse Translations has the right to invoice each executed part separately. If and as long as this invoice is not paid by the Other Party, Berendse Translations is not obliged to execute the next phase and has the right to suspend the Agreement.
4.4 Berendse Translations is entitled to the days off announced in advance, despite the number of minimum hours that may be included in the Agreement.
Article 5. Amendments and additional work
5.1 If during the execution of the Agreement it appears that for a proper execution it is necessary to amend or add to the Agreement, Berendse Translations will inform the Other Party as soon as possible. The parties will then proceed to amend the Agreement in a timely manner and in mutual consultation.
5.2 If the parties agree to amend/add to the Agreement, the deadline may be affected. Berendse Translations will inform the Other Party about this as soon as possible.
5.3 If the amendment or addition to the Agreement has financial, quantitative and/or qualitative consequences, Berendse Translations will inform the Other Party of this in advance.
5.4 If a fixed rate or price has been agreed, Berendse Translations will indicate to what extent the amendment/addition to the Agreement affects the rate/price. Berendse Translations will endeavour – for as far as possible – to provide an estimate in advance.
5.5 Berendse Translations will not be able to charge any additional costs if the amendment/addition is the result of circumstances that can be attributed to Berendse Translations.
5.6 Amendments to the original Agreement between the parties are only valid from the moment that these amendments are accepted by both parties by means of an additional or amended Agreement.
Article 6. Obligations of the Other Party
6.1 The Other Party will ensure that all information which Berendse Translations indicates is necessary or which the Other Party should reasonably understand to be necessary for the execution of the Agreement is available in time. The Other Party must also grant Berendse Translations all powers and authorisations necessary for the proper execution of the Project.
6.2 Berendse Translations is not liable for damage of any kind due to Berendse Translations carrying out the service based on incorrect and/or incomplete information provided by the Other Party, unless this incorrectness or incompleteness has been proven to be known to Berendse Translations.
6.3 The Other Party will ensure that the employees of the Other Party’s organisation who are involved in the activities are available on time.
6.4 The Other Party must refrain from any conduct that makes it impossible for Berendse Translations to carry out the Project properly.
6.5 If Berendse Translations, or third parties engaged by Berendse Translations in the context of the Project, carry out work at the location of the Other Party or at a location designated by the Other Party, the Other Party will provide the reasonably required facilities free of charge.
6.6 If the Other Party has not fulfilled its obligations as set out in this article, Berendse Translations has the right to suspend the execution of the Agreement and/or to charge the extra costs resulting from the delay to the Other Party in accordance with the usual price or rates.
Article 7. Feedback
7.1 After delivery of the Service, the Other Party is entitled to one feedback round without the Other Party being liable to pay an additional fee, unless explicitly agreed otherwise.
7.2 More feedback or amendments to the original project are not included in the price and will be charged separately at the applicable rate of Berendse Translations.
Article 8. Prices
8.1 Unless explicitly agreed otherwise in writing, the prices and rates indicated by Berendse Translations are always exclusive of Dutch VAT.
8.2 The prices and rates are exclusive of shipping, travel, accommodation and other expenses, unless otherwise agreed.
8.3 If no rate has been expressly agreed, the rate will be determined on the basis of the hours actually spent and the usual rates of Berendse Translations.
8.4 Berendse Translations will provide the Other Party with details of all costs in good time before entering into the Agreement or will provide information on the basis of which these costs can be charged to the Other Party.
8.5 If Berendse Translations agrees on a fixed price or rate when entering into the Agreement, Berendse Translations is entitled to increase this price or rate, even if the price or rate was not originally given subject to reservation.
8.6 In the event that Berendse Translations intends to change the price or the rate, it will inform the Other Party as soon as possible.
8.7 If the price or rate increase takes place within three months of the conclusion of the Agreement, the Other Party can dissolve the Agreement by means of a written statement, unless:
8.7.1 the increase results from an authority or an obligation resting on Berendse Translations under the law;
8.7.2 the increase is caused by an increase in the price of raw materials, taxes, production costs, exchange rates, wages, etc. or on other grounds that could not reasonably have been foreseen when the Agreement was entered into;
8.7.3 Berendse Translations is still prepared to perform the Agreement on the basis of what was originally agreed; or
8.7.4 it has been stipulated that the execution will take place more than three months after entering into the Agreement.
Article 9. Payment
9.1 Payment shall be made by means of wire transfer to a bank account designated by Berendse Translations, unless agreed otherwise.
9.2 Berendse Translations will send an invoice for the amount owed by the Other Party. The payment term for each invoice is 30 days after the date of the invoice concerned, unless otherwise indicated on the invoice or otherwise agreed.
9.3 Berendse Translations and the Other Party can agree that payment will be made in instalments in proportion to the progress of the work. If payment in instalments has been agreed upon, the Other Party must pay according to the instalments and percentages as laid down in the Agreement.
9.4 Objections to the amount of the invoice do not suspend the payment obligation of the Other Party.
9.5 The Other Party will not be entitled to deduct any amount owed on account of a counterclaim put forward by it.
9.6 In the event of non-payment or late payment, the Other Party will be in default by operation of law without notice of default being required. In that case, the Other Party will owe statutory commercial interest from the date on which payment became due until the day of payment in full, with interest on part of a month being calculated over an entire month.
9.7 With regard to the extrajudicial (collection) costs, Berendse Translations is entitled to a compensation of 15% of the total outstanding principal sum with a minimum of € 100 for each invoice that has not been paid in full or in part.
9.8 In the event of bankruptcy, suspension of payments, liquidation, total attachment of assets, death or receivership, the claims of Berendse Translations and the obligations of the Other Party towards Berendse Translations are immediately due and payable.
9.9 Any reasonable legal costs and execution costs incurred will also be paid by the Other Party.
Article 10. Complaints
10.1 The Other Party must examine the Project at the time of delivery, but at least within 7 days after delivery, to see whether the Project meets the requirements of the Agreement.
10.2 Complaints must be reported to Berendse Translations in writing within 7 days of the delivery of the Project.
10.3 The right to (partial) restitution of the price, replacement or compensation shall lapse if the complaint is not reported within the set time period, unless a longer period arises from the nature of the Project or from circumstances of the case.
10.4 The payment obligation will not be suspended, even if the Other Party informs Berendse Translations of the complaint within the set period.
Article 11. Delivery deadline
11.1 If a deadline has been agreed or stated for the delivery, this deadline is only an indication and can never be regarded as a hard deadline, unless expressly agreed in writing.
11.2 Berendse Translations is not liable in the event of harmful consequences for the Other Party due to not meeting a deadline, unless there is a question of intent or gross negligence on the part of Berendse Translations.
11.3 If Berendse Translations needs information, materials or instructions from the Other Party to be able to provide the Service, the delivery period commences after the Other Party has given them to Berendse Translations.
11.4 Berendse Translations will not be in default by operation of law after the agreed upon deadlines have expired. This will always require a further written notice of default, whereby Berendse Translations will be granted a period of at least 14 days to fulfil its obligations.
11.5 A notice of default is not required if the delivery has become permanently impossible or it has otherwise become apparent that Berendse Translations will not fulfil its obligations under the Agreement. If Berendse Translations fails to deliver within this time frame, the Other Party is entitled to dissolve the Agreement in accordance with article 265 Book 6 of the Dutch Civil Code.
Article 12. Force majeure and unforeseen circumstances
12.1 A shortcoming cannot be attributed to Berendse Translations or the Other Party, as the shortcoming cannot be attributed to its fault, nor can it be attributed to them by virtue of law, legal acts or generally accepted practice. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
12.2 In the General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in that area by law and jurisprudence, all external causes, foreseen or unforeseen, over which Berendse Translations cannot exercise any influence and as a result of which Berendse Translations is unable to fulfil its obligations.
12.3 Force majeure for Berendse Translations is in any case understood to mean:
12.3.1 strikes;
12.3.2 traffic disruptions;
12.3.3 government measures that prevent Berendse Translations from fulfilling its obligations on time or properly;
12.3.4 riots, insurgence, war;
12.3.5 traffic restrictions;
12.3.6 lack of manpower;
12.3.7 extreme weather conditions;
12.3.8 fire;
12.3.9 import, export and/or transit bans, and/or
12.3.10 any circumstance as a result of which the normal course of business is hindered as a result of which the fulfilment of the Agreement by Berendse Translations cannot reasonably be demanded by the Other Party.
Article 13. Termination of agreement
13.1 The parties may terminate the Agreement at any time by mutual consent.
13.2 The parties may terminate the Agreement prematurely in writing with a notice of 14 days.
13.3 Parties may terminate the Agreement with immediate effect in writing, in the event of:
13.3.1 application by or granting of suspension of payments to the other party;
13.3.2 application for bankruptcy by or declaration of bankruptcy of the other party; or
13.3.3 liquidation of the other party or non-temporary cessation of the other party’s business.
13.4 If the Agreement is dissolved, the claims of Berendse Translations against the Other Party are immediately due and payable. If Berendse Translations suspends the fulfilment of its obligations, it retains its claims under the law and the Agreement. Berendse Translations always retains the right to claim damages.
Article 14. Liability
14.1 Berendse Translations shall only be liable for direct damage that has arisen as a result of gross negligence or intent on the part of Berendse Translations and not for more than the amount that the insurer pays to Berendse Translations or up to a maximum of the amount stated in the invoice.
14.2 Direct damage is exclusively understood to mean:
14.2.1 reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
14.2.2 reasonable costs incurred to have the defective performance of Berendse Translations comply with the conditions stated in the Agreement, insofar as these can be attributed to Berendse Translations; or
14.2.3 reasonable costs incurred to prevent or limit damage, insofar as the Other Party can demonstrate that these costs have led to limitation of direct damage as referred to in the General Terms and Conditions.
14.3 Berendse Translations is never liable for indirect damage, including consequential damage, loss of profit, lost savings, damage due to business stagnation, damage as a result of the provision of faulty cooperation and/or information from the Other Party, damage caused by non-binding information or advice provided by Berendse Translations if the content of which does not explicitly form part of the Agreement, and all damage which does not fall under the direct damage within the meaning of these General Terms and Conditions.
14.4 Berendse Translations is never liable for errors in the material supplied by the Other Party or for misunderstandings or errors with regard to the execution of the Agreement if these are caused by actions of the Other Party, such as the late or non-delivery of complete, sound and clear data and/or materials.
14.5 Berendse Translations is never liable for errors if the Other Party has given its approval at an earlier time, or if the Other Party has been given the opportunity to carry out an inspection and has indicated that it does not need such an inspection.
14.6 The limitations of liability laid down in this article are also stipulated for the benefit of the third parties engaged by Berendse Translations for the execution of the Agreement, and Berendse Translations is never liable for damage caused by shortcomings of these third parties.
14.7 Berendse Translations is not liable for damage to or destruction of documents during transportation or during postal shipment, regardless of whether the transportation or shipment is made by or on behalf of Berendse Translations, the Other Party or third parties.
Article 15. Confidentiality
15.1 Both parties are obliged to maintain the confidentiality of all private information they have obtained from each other or from another source within the framework of the Agreement. Information is considered confidential if this has been communicated by the other party or if this can be reasonably assumed from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.
15.2 If, on the basis of a statutory provision or a judicial decision, Berendse Translations is obliged to provide confidential information to third parties designated by law or the competent court, and Berendse Translations cannot invoke a right to refuse to give evidence recognised or permitted by law or by the competent court, Berendse Translations is not obliged to pay damages or compensation and the Other Party is not entitled to dissolve the Agreement on the basis of any damage caused by this.
15.3 Without prejudice to the above, Berendse Translations is authorised to include the name of the Other Party on a list of relations which may be published on the website or via other communications to third parties, unless otherwise agreed.
Article 16. Indemnity
16.1 The Other Party indemnifies Berendse Translations to the extent permitted by law in respect of liability towards one or more third parties arising from and/or connected with the execution of the Agreement, regardless of whether the damage was caused or inflicted by Berendse Translations or its assistants, auxiliary matters or Services provided.
16.2 In addition, the Other Party indemnifies Berendse Translations, to the extent permitted by law, against all claims of third parties in connection with any infringement of intellectual property rights of these third parties.
16.3 The Other Party is always obliged to do everything in its power to limit the damage.
Article 17. Intellectual property
17.1 All intellectual property rights to all products, materials, analyses, designs, sketches, software, documentation, advice, reports, (electronic) information and preparatory materials thereof (collectively called the ‘IP materials’) developed or made available in the context of the execution of the Agreement are vested exclusively in Berendse Translations or its licensors.
17.2 The Other Party will only acquire any rights and authority with regard to the IP materials that arise from the Agreement and/or that are expressly granted in writing.
17.3 The Other Party is not permitted to transfer any acquired right or authority with regard to the IP materials to third parties without the prior written consent of Berendse Translations.
17.4 The Other Party is not permitted to remove or amend any indication concerning intellectual property rights such as copyrights, trademark rights or trade names from the IP materials, unless otherwise agreed upon.
17.5 Any exploitation, reproduction, use or publication by the Other Party of the IP materials that falls outside the scope of the Agreement or the rights and authority granted is considered a violation of the intellectual property rights of Berendse Translations.
17.6 There will be no infringement of the intellectual property rights if the Other Party has received explicit written permission from Berendse Translations for the exploitation, reproduction, use or publication of the IP materials that falls outside the scope of the Agreement or the rights and authority granted.
17.7 All IP materials developed by Berendse Translations for the execution of the Agreement can be used by Berendse Translations for its own promotional purposes, unless agreed otherwise with the Other Party.
Article 18. Privacy
18.1 Berendse Translations respects the privacy of the Other Party. Berendse Translations handles and processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The Other Party agrees to this. To protect the personal data of the Other Party, Berendse Translations uses appropriate security measures.
18.2 Berendse Translations uses the personal data of the Other Party exclusively in the context of the execution of the Agreement or the handling of a complaint.
18.3 For more information about privacy, please view the privacy statement of Berendse Translations.
Article 19. Limitation period
For all claims and/or authority that the Other Party has against Berendse Translations and/or any third parties engaged by Berendse Translations, in deviation from the statutory limitation periods, a limitation period of one year applies from the moment something occurs for which the Other Party wants to use these rights and/or authority against Berendse Translations and/or any third parties engaged by Berendse Translations.
Article 20. Transfer process
20.1 The Other Party is not permitted to transfer to third parties any rights and obligations arising from the Agreement without the written consent of Berendse Translations.
20.2 Berendse Translations is entitled to attach conditions to this permission.
Article 21. Applicability of provisions after termination of Agreement
The provisions of the General Terms and Conditions and the Agreement, which are intended, expressly or by their nature, to remain in force even after termination of this Agreement, shall remain in force thereafter and both parties shall remain bound by them.
Article 22. Other
22.1 Any deviations from these General Terms and Conditions can only be agreed upon in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
22.2 The administration of Berendse Translations is, unless there is evidence to the contrary, considered to be proof of the requests made by the Other Party. The Other Party acknowledges that electronic communication can serve as evidence.
22.3 If and insofar as any provision of the General Terms and Conditions and the Agreement is declared null and void or is annulled, the other provisions of these General Terms and Conditions and the Agreement shall remain in full force and effect. Berendse Translations will then adopt a new provision to replace the null-and-void/annulled provision, whereby the purport of the null-and-void/annulled provision will be taken into account as much as possible.
22.4 The place of execution of the Agreement is deemed to be the place where Berendse Translations has its registered office.
Article 23. Applicable law and choice of forum
23.1 All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, shall in all respects be governed by Dutch law.
23.2 All disputes between Berendse Translations and the Other Party that may arise as a result of an Agreement and/or the General Terms and Conditions or agreements that are the result thereof, will be settled by the competent court of Rotterdam District Court.