Regulating the legal relationship between Vector Maintenance Management B.V., hereinafter referred to as “VectorMM” and its clients.
Article 1 – Applicability
- These general terms and conditions apply to all our quotations and agreements.
Article 2 – Quotations and agreements
Offers by VectorMM are without obligation, unless they contain a term for acceptance. Quotations must always be regarded as an indivisible whole.
Agreements with VectorMM are concluded by signing an agreement between VectorMM and the client or by a written order confirmation signed by VectorMM and the client, or when VectorMM has started the actual execution of the assignment.
An agreement can be:
- a service agreement (including secondment);
- a contract for contracting work;
- an agreement for the sale and delivery of a (mental) product;
- a combination of the aforementioned forms.
Agreements with or announcements from subordinate employees of VectorMM are only binding on the latter if they have been confirmed by VectorMM in writing. Subordinate employees in this context are all employees and employees who, according to the Trade Register, do not have a power of attorney.
The client is bound by his order and is obliged to compensate VectorMM for the damage suffered by VectorMM in the event of a change and/or cancellation of the order. Regardless of the reason, including force majeure, the damage may consist of costs already incurred or additional costs, loss of profit, loss of interest and personnel rates.
Article 3 – Price and payment
- The agreed prices or rates are exclusive of VAT, freight, any delivery costs and other government-imposed levies.
- Unless otherwise agreed in advance, in addition to the prices and rates stated in the order, the following costs are for the account of the client:
- all travel and accommodation costs incurred for the purpose of realizing the assignment, including travel time;
- travel hours, which fall within normal working hours, the full agreed hourly rate.
- Unless expressly agreed otherwise in writing, prices, costs, surcharges and rates are not subject to change except for annual indexation according to Statistics Netherlands (CBS).
- The rates applied by Vector and/or the remainder of the contract price will be indexed annually on 1 January on the basis of the price index figure “All Households for the month of October”, as published by Statistics Netherlands plus 0.5 .
- If the above-mentioned data from Statistics Netherlands should be missing, the price will be calculated on the basis of a new formula to be drawn up in consultation with Statistics Netherlands. If the publication of these indices should be discontinued, in this context as many corresponding or comparable indices as possible will be replaced. In the absence of agreement between the parties, this will be done at the request of the most ready party are determined by the Central Bureau of Statistics by way of binding advice.
- If no specific price and/or payment conditions have been agreed for the work to be performed by Vector, Vector’s rates apply, as they apply at the time of the performance. Invoicing will then take place on the basis of subsequent calculation, whereby Vector has the right to do this weekly on the basis of its own time administration, which can be inspected at Vector. The Client must lodge a complaint against the invoice within 14 days of receipt of the invoice, failing which the invoice shall be deemed to have been accepted.
- If a fixed price has been agreed upon, 30% of the price must be paid upon assignment, 65% in equal parts pro rata to delivery and 5% upon delivery or dispatch/ready notification.
- If the client is negligent in the payment of one or more installments due, Vector has the authority to suspend outstanding obligations towards
to suspend the client.
- Payment must always be made without deduction or set-off within 30 days of the invoice date into the bank account indicated by Vector or in another manner indicated by Vector. Vector reserves the right to agree on a shorter payment term. After expiry of the payment term, the client is in default.
- During its default, the client owes default interest of 1% per month on the amount due, unless the statutory interest is higher, in which case the statutory interest applies.
- All judicial and extrajudicial costs associated with the collection shall be borne by the client. The costs are due at the time the claim is handed over for collection.
Article 4 – Scope of work and changes
- The assignment to be performed by Vector on behalf of the client is described in the agreement.
4.2 Contract amendments consist of:
a) More or less work, or
b) Other changes
4.3 Changes in the scope and/or quality of what has been agreed between Vector and the client before and/or during the execution of the agreement are considered to be additional work or less work, whether or not they have been laid down in writing.
- By the client, after signing the order confirmation or. agreement, changes that are still required in the implementation thereof must be notified to us in good time and in writing by the client. If these changes are stated orally, the risk for the implementation of the changes is for the account of the client.
4.5 If circumstances arise that could threaten health or safety, which circumstances were not made known to Vector in writing when the agreement was concluded, Vector has the right to charge the additional costs incurred in connection with this to the client. or to suspend the work until the circumstances that could threaten health and/or safety have been removed by the client.
- The time consequences resulting from additional work entitle Vector to
to adjust the agreed execution period.
- In the event of more or less work, Vector is entitled to charge the client the real additional price resulting from this or to deduct the costs actually saved as a result from the contract price owed, so that Vector is not obliged to adjust the original contract price directly proportionally. The settlement of additional or less work will take place as soon as possible after this is known and at the latest within 30 days after delivery.
- If the client contracts third parties and/or an authorized representative for the contract for additional work, or part of the work, Vector is not a party to these agreement(s).
- Other changes are all those changes that are not additional or less work. Vector and the client will agree on the price and/or time consequences before the implementation of these changes begins.
- All additional costs, including stagnation costs, which arise from contracts that the client concludes with third parties and/or authorized representatives are for the account of the client.
Article 5 – Drawings and descriptions, intellectual property.
- Drawings, calculations, descriptions, models, weights, dimensions, capacities, prices, yields and other data depicted in accompanying brochures, circulars, catalogues, prospectuses, advertisements, price lists and images are indicative. This information is only binding for Vector insofar as the agreement expressly states its being bound by it.
- The information provided to the client in the context of a quotation and/or for the benefit of the agreement, including drawings, descriptions, methods, reports, etc., as well as the quotation, remain the property of Vector, even if costs are charged for this. have been brought. They may not be used, copied, reproduced, passed on or disclosed to any third party without Vector’s written permission and must be returned to Vector upon request.
- Vector will not make data made available by the client available to third parties without its permission.
- Upon termination of the agreement, Vector will use all of the . made available to it
return data to the client.
Article 6 – Right of use
- The Client becomes the owner of all specific knowledge that is the result of the execution of the assignment. Without prejudice to the provisions of art. 7 regarding confidentiality, Vector obtains the right to use this specific knowledge by itself and third parties free of charge.
- The method used by Vector, which is used in order to achieve the result required by the clients, is regarded by the parties as a copyright that is the property of Vector. The Client does not obtain a license for this method.
- Unless otherwise agreed, the client has the right to apply for a patent in his name and for his account on the specific knowledge as referred to in Article 7.1. If the client applies for a patent, the client undertakes to Vector not to grant a transferable license that corresponds in content to the right of use from Article
- Vector is not liable for costs, damages and interests that may arise as a direct or indirect result of infringement of patent, license or other rights of third parties as a result of use by or on behalf of the client.
- Reports issued by Vector to the client may only be published verbatim and in their entirety by the client, stating the name Vector Maintenance Management B.V. and only with the written consent of Vector.
- The use of reports, drawings and the like of Vector by the client for the purpose of making claims, conducting legal proceedings, as well as using Vector’s name in any connection, is only permitted after written permission from Vector, which permission not on
unreasonable grounds will be refused.
Article 7 – Confidentiality
- The Client and Vector will in no way provide information to third parties about the finances, working methods, suppliers, customers or about otherwise confidential data, unless it is obliged to do so on the basis of a legal obligation resting on it or an obligation under applicable rules of conduct or about this. agreement exists between the parties. In these cases, the parties will impose the same obligations on third parties.
Article 8 – Facilities and office space
- The Client will provide Vector as well as its subcontractors with free access to the work at all times during the entire contract period and give them the opportunity to work unhindered. Unless stipulated otherwise in the order, the client will provide office space, office furniture, network access and access to computer programs and systems insofar as these are important in relation to the order. The Client will also make facilities such as lockable storage space and staff accommodation available as soon as and when Vector so requests. Delays, waiting times and additional work as a result of insufficient facilities will be reimbursed by the client.
- The Client is obliged to comply with requirements laid down in, among other things, occupational health and safety and environmental legislation that are set for the workplace, the environment, the aids, the tools that are made available to Vector for the performance of the work at the Client.
Article 9 – Delivery and acceptance
9.1 a. Services are deemed to have been delivered when they have been performed;
b. The (mental) product, including software, is deemed to have been delivered when it has been received by the client, without prejudice to Vector’s obligation to comply with any assembly/installation obligations;
c. Accepted work is considered to have been completed:
- When Vector has notified the client, either in writing or verbally, of the completion of the work and the latter has approved the work;
- When a part of the work is put into use by the client, on the understanding that when the work is put into use, that part is considered to have been completed;
- Upon acceptance of the final report;
- Upon termination of the work by the employees of Vector and the continuation of the work in question by employees of the client or third parties;
- After two weeks after Vector has notified the client in writing that the work has been completed and the client has failed to object within that period.
- If the client withholds its approval of the accepted work, the client is obliged to provide Vector in writing with the reasons within 10 days after it has withheld its approval from the work, failing which the work will still be regarded as completed.
- The contractor will report such defects under warranty pursuant to article 16 as soon as possibly help.
- Vector is obliged to repair defects as soon as possible, after which Vector will offer the relevant work for completion again.
- Vector retains the ownership of the products delivered to the client, as long as the client has not paid in full what is owed pursuant to the deliveries or work, including interest and costs.
- The risk of the products to be delivered passes from Vector to the client upon delivery.
Article 10 – Execution period and delay
- The term of execution is understood to mean the term specified in the agreement within which the service to be provided and/or the work contracted must be completed.
- The execution period starts when the agreement has been concluded and all formalities required for execution have been completed and all information and documents required by the client have been provided to Vector and the down payment, if agreed, has been received by Vector. In the event that the execution period is exceeded, only paragraph 3 applies.
- If there is a delay in the execution period of more than 1 month attributable to Vector and the client suffers demonstrable damage as a result, Vector will owe an amount of 0.5% of the agreed price for each full week as sole and full compensation. delay after the end of the aforementioned month with a maximum of 2.5% of that price.
- If a delay in the execution period is caused by the client, the additional costs incurred by Vector as a result must be reimbursed. In the event of impediment to performance of the agreement as a result of force majeure, Vector is entitled, without judicial intervention, either to suspend the execution of the agreement during the impediment, or to dissolve the agreement in whole or in part, without Vector being obliged to pay any compensation. will be. The provisions of this clause are without prejudice to Vector’s other rights.
Article 11 – Acceptance of the delivered (mental) products
- (mental) products are understood to mean written advice, plans, designs, sketches, drawings, photos, electrical layout files, audiovisual productions and software (software) as well as parts thereof. Software also includes websites produced by Vector.
- The client must inspect the manufactured (mental) product immediately upon delivery and check whether the delivered goods comply with the agreement. If shortcomings are found, the client must report these to Vector in writing within 10 days of delivery. If this term has expired. the client is deemed to have accepted the delivered goods and Vector is not liable for errors that are discovered after that period, with the exception of the provisions of Article 16 regarding the warranty on software.
- Even if the client complains in time, his obligation to pay and accept orders will continue to exist.
- If Vector has not performed properly, Vector has the right to perform properly, unless the client demonstrates that the resulting delay entails major disadvantages for it.
- The statement of the delivery time of the (mental) product is always approximate and does not concern a strict deadline, unless expressly agreed otherwise in writing. In the event of non-excessive exceeding of the delivery term, the client has no right to claim compensation, nor has the client the right to refuse to purchase the (mental) products, or to suspend its payment obligations or to dissolve the agreement.
Article 12 – Non-competition clause on secondment
- The client is prohibited from entering into an agreement with the employees of Vector, both during and within two years after termination of the secondment agreement with Vector, or from having these employees work directly or indirectly for the client in any other way, whether or not against payment, unless Vector has expressly agreed to this in writing.
- For each violation of the provisions of paragraph 1 of this article, the client will pay Vector a fine of € 45,000 and of € 2,500 for each day that the violation continues. All this without prejudice to the right to full compensation.
Article 13 – Software right of use and ownership
- The right of use includes the exclusive, non-transferable right of the client to use the software exclusively in its own company or organization and on its computer system for a specific number or type of users or connections for which the right of use has been granted. The right of use does not include the use of the software for the benefit of third parties and/or by third parties.
- Vector will deliver the software to the client on the agreed type and information carriers and, if an installation to be performed by Vector has been agreed in writing, install the software at the client.
- If an acceptance test has not been agreed between the parties, the client will accept the software in the condition in which it is at the time of delivery, without prejudice to Vector’s obligations under the guarantee of Article 16.
- The client is not permitted to sell, rent, sub-license, dispose of or grant limited rights to the software and carriers on which it is recorded or make it available to third parties in any way and for whatever purpose. , not even if the relevant software is used exclusively by the client.
- Vector will only honor acceptance tests if they have taken place on a target machine determined by Vector, in which no generally accepted memory-resident programs or programs that are not strictly necessary for the control of the machine. software is loaded and/or is started during the acceptance test.
- Vector’s liability due to an attributable shortcoming in the fulfillment of the agreement only arises if the client gives Vector immediate and proper written notice of default, thereby setting a reasonable term to remedy the shortcoming and Vector is also attributable after that term in the fulfillment of its failure to fulfill its obligations. keep shooting. The notice of default must contain as detailed a description as possible of the shortcoming, so that Vector is able to respond adequately.
- Any claim against Vector lapses by the mere lapse of 18 months after the claim arose.
- Vector is not liable for damage suffered by the client as a result of Vector’s failure, late or improper performance of the agreement as a result of a circumstance attributable to Vector’s supplier.
- In all cases where Vector is liable for damage caused by the performance of any assignment, this liability towards the client is limited to the amount paid out by Vector’s business liability insurance on the basis of its insurance.
- If for any reason the insurer does not pay out on the basis of the aforementioned insurance, Vector’s liability is limited to an amount equal to 50% of the (contract) sum agreed between Vector and the client, with a maximum of € 10,000.00.
- Vector is not liable for employees of Vector who are under the management of third parties or the client.
- Vector is not liable for damage that third parties claim against the client due to violations by Vector of the Trademarks Act, Patents Act, Trade Names Act, Copyright Act and (European) Designs Act. The client indemnifies us against any claims for damages that third parties bring directly against us on the basis of this.
- The above provisions do not apply if the damage is due to intent and/or gross negligence and/or culpable acts on the part of Vector.
Article 15 – Force majeure.
- Force majeure is understood to mean: any circumstance independent of the will of the parties or unforeseeable circumstance, as a result of which the fulfillment of the agreement can no longer reasonably be required. In the above context, force majeure is also considered to be force majeure, whether or not temporary disruptions in one of the companies of the parties or obstacles that prevent normal performance of the agreement, including, but not limited to, circumstances such as strikes, exclusions, measures from above, state of war and/or siege, fire, natural disasters, epidemics, extremely long periods of frost, extreme weather conditions and similar circumstances, or circumstances attributable to subcontractors, and furthermore all other circumstances which are beyond the will of Vector or its significant fault for the performance of the assigned seriously complicate or make work impossible.
- Force majeure must be reported by the relevant party no later than 14 days after the occurrence. Force majeure suspends the mutual obligations. If the force majeure lasts longer than 3 months, both parties have the right to dissolve the agreement without there being any obligation to pay compensation in that case.
Article 16 – Software Warranty
- With regard to the goods delivered or. software that has been put into use, Vector guarantees for 3 months after delivery or after acceptance (if an acceptance test has been agreed between the parties) that it will comply with the function specifications set by Vector or the specifications agreed with the client.
- During the warranty period of 3 months after delivery and if an acceptance test has been agreed between the parties 3 months after acceptance, Vector will repair any errors in the software to the best of its ability, provided that these have been reported in detail to Vector in writing within the period described in detail. In these terms of sale, “error” means material deviations from the function specifications determined by Vector. When invoking errors, these must be reproducible. We do not guarantee that the software will run without interruption or errors or that all errors will be corrected; any liability in this regard is excluded.
- The repair will be performed free of charge unless the software has been developed on behalf of the client other than for a fixed price. In that case we will be able to charge our usual rates and the costs of repair. We can also charge our usual rates and costs in the event of user errors or injudicious use on the part of the client or other causes not attributable to us or if the errors could have been established during the performance of the agreed acceptance test.
- After the warranty period referred to in Article 16.1, we are not obliged to repair any errors unless a maintenance agreement has been concluded between the parties.
- Only the guarantees provided by the third parties concerned apply to software obtained from third parties.
Article 17 – Maintenance
- Maintenance contracts can be concluded for making adjustments or. changes to the software. In the event of unauthorized changes to the software, source code or object code by or on behalf of the client, all relevant maintenance contracts, warranty claims and liability on our part will immediately expire, without any notice of default and without
Article 18 – Termination
- In the event of improper or late fulfillment by the client of its obligations, or in the event of force majeure (imminent) bankruptcy, suspension of payment, suspension of payments or liquidation of the client’s company will be deemed to be in default by operation of law and Vector has judicial intervention and without notice of default the right either to suspend the execution of the agreement for a maximum of 6 months, or to dissolve the agreement in whole or in part, without Vector being obliged to pay any compensation or guarantee. The existing applies without prejudice to the other rights accruing to Vector.
- Both in the event of dissolution and in the event of suspension as a result of whatever cause, Vector is entitled to demand immediate payment for the work already performed, costs incurred and/or damage suffered, including a
reasonable portion of the lost profit.
Article 19 – Applicable law and disputes
- Dutch law applies to all agreements, offers as well as these terms and conditions;
- All disputes – however called or of whatever nature – will be adjudicated exclusively by a competent court in Alkmaar, unless a dispute is subject to the jurisdiction of the subdistrict court or Vector prefers another competent court.