General Conditions

General Conditions

Below you’ll find the general conditions in Dutch as applicable to any agreement entered into with Tekst.nl. If you wish to download the entire file, please click here.

Article 1   General

1. These conditions apply to every offer, tender and agreement between Interpres BV and/or an affiliated company including but not limited to  Tekst.nl, hereinafter referred to as "User", and a Principal to which the User declared these terms applicable insofar these terms have not been deviated from by parties expressly and in writing.

2. These conditions also apply to agreements with User, the implementation of which requires the involvement of third parties.

3. These general conditions have also been written for the employees of User and its management.

4. The applicability of any purchase- or other conditions of Principal is expressly rejected.

5. If one or more provisions in these general conditions are fully or partially void or are to be destroyed, the other provisions of the general conditions remain in full force. User and Principal shall enter into consultation in order to agree on new provisions to replace the void or nullified provisions, in which the purpose and intent of the original provisions are observed to the extent possible.

6. In case of any ambiguity about the explanation of one or more provisions of these general conditions, the explanation should be interpreted ‘in the spirit’ of these provisions.

7. If a situation arises between parties for which these general conditions do not provide, this situation should be assessed in the spirit of these general conditions.

8. If User doesn’t always demand strict compliance with these conditions, this shall not mean that the provisions thereof are not applicable or that the User would in any way lose the right to require strict compliance with the provisions of these conditions in any other case.

9.  Where this agreement refers to ‘matters’ this can also be read as ‘services’ and vice versa.

Article 2   Quotes and offers

1. All quotes and offers or User are without obligation unless a deadline for acceptance has been defined in the quote. If no deadline for acceptance has been defined, no right can be derived from the quote or offer, if the product  to which the quote or offer relates has become unavailable in the meantime.

2. User cannot be required to commit to his quotes or offers if the Principal, within reason, is deemed to understand that the quotes or offers or a part thereof contain an evident mistake or error.

3. The prices referred to in an offer or quote are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel-, accommodation, postage-, and administration costs, unless indicated otherwise.

4. If the acceptance deviates from the offer included in the quote or offer (whether or not on minor points) User is not bound by these. The agreement will not be established in accordance with these deviating acceptance, unless User indicates otherwise.

5. A composed price indication does not  oblige User to implement any part of the contract against a corresponding part of the price indicated. Quote or offers do not automatically apply to future orders.

Article 3   Contract duration; implementation terms, transfer of risk, implementation and change agreement; price increase

1. The agreement between User and Principal is entered into indefinitely unless the nature of the agreement stipulates otherwise or if parties expressly agree otherwise in writing.

2. If a term has been agreed or stated for the implementation of certain activities or for the delivery of certain goods, this shall never be a fatal term. When exceeding a term, Principal should place User in default in writing. User should be offered a reasonable term to implement the agreement after all.

3. User will implement the agreement to his best knowledge and abilities in accordance with the requirements of good craftsmanship. All this based on the state of affairs at that point.

4. User has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 CC is expressly excluded.

5. If User or third partied enable by Users perform work at the location of Principal or assigned by Principal in the contact of the contract, Principal will take care of the facilities required by employees within reason by those employees.

6. Delivery occurs from the company of User. The Principal is obligated to purchase the good the moment they are made available to him. If Principal refuses to purchase or is negligent  in the provision of information or instructions required for delivery, User is entitled to store the goods at the expense and risk of Principal. The risk of loss, damage, or value deprecation  is transferred to Principal when goods are made available to the Principal.

7. User has the right to implement the agreement in various phases and to separately bill the implemented part.

8. If the agreement is implemented in phases, User can suspend the implementation of those parts that belong to a next phase, until the Principal has approved the result of the preceding phase in writing.

9. The Principal ensures that all data indicated by User to be required of which Principal is deemed to understand within reason that these are required for the implementation of the agreement, are provided to User in a timely manner. If the data required for the implementation of the agreement have not been provided to User in a timely manner, User has the right to suspend the implementation of the agreement and / or to charge the Principal for any additional costs arising from the delay according to the standard rates at such time. The term of implementation shall first start after Principal has provided User with the data. User is not liable for damage of whichever nature due to User working with incorrect and / or incomplete data provided by Principal.

10. If, during the implementation of the agreement, it appears that for a proper implementation, it is required to amend or supplement this agreement, parties will proceed to amendment of the agreement in a timely manner and in mutual consultation. If the nature, scope of content of the agreement is amended, whether or not on request or direction of the Principal, authorized agencies etc, and the agreement is changed in terms of quantity and / or quality, this may have consequences for that which was originally agreed. This may also mean an increase or decrease of the amount originally agreed. User shall provide a price estimate in advance where possible. An amendment of the agreement can furthermore lead to an amendment in the term of implementation originally agreed on. The Principal accepts the possibility of amendment of the agreement, including the change in price and term of implementation.

11. If the agreement is amended, including a supplement, User is entitled to first implement this after it has been agreed in by the authorized individuals associated with User and the Principal has agreed with the price indicated for the implementation, as well as other conditions, including the period of time to be determined on which the implementation will be performed. Failure to (immediately) implement the amended agreement does not lead to default on behalf of the User and is no reason for the Principal to terminate or dissolve the agreement.

12. Without being in default, User can refuse a request for amendment of the agreement if it could have consequences in terms of quantity and / or quality, for instance for the work to be performed or goods to be delivered in that context.

13. If the Principal defaults in the proper fulfillment of that to which he has committed towards User, Principal is liable for all damage arising at the side of the User, directly or indirectly.

14. If User agrees a fixed fee or a fixed price with Principal, User shall nevertheless always be entitled to increase this fee or this price, without entitling the Principal to dissolute the agreement fort hat reason, if the price increase is the result of an authority or obligation under law or regulations or by a price increase of raw materials, wages etc, or for other reasons that were not to be foreseen within reason when entering into the agreement.

15. If the price increase, other than due to an amendment of the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the Principal eligible to an appeal to title 5 section 3 of Book 6 CC is entitled to dissolve the agreement by statement in writing, unless User

-    is willing to implement the agreement base don the original terms;

-    if the price increase is the result of an authority or an obligation imposed on the User under Law;

-    if it is stipulated that the delivered will occur later than three months after the establishment of the agreement;

-    or, on delivery or a good, if it is stipulated that delivered takes place later than three months after the date of  purchase.

Article 4   Suspension, dissolution and premature termination of the agreement

1. User is authorized to suspend fulfillment of the obligations or to dissolute the agreement if Principal does not, not timely or not completely fulfils his obligations, if User, after entering into the agreement, learns of circumstances that give reason to fear that Principal will not fulfill his obligations, if the Principal was asked to provide security for the fulfillment of his obligations under the agreement and this security is not provide or is insufficient of if delay at the side of the Provider, User can no longer be expected to honor the agreement under the originally agreed conditions.

2. In addition, User is authorized to dissolute the agreement if circumstances arise of such nature that fulfillment the agreement is impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement can not be expected of User within reason.

3. If the agreement is dissolved, the claims of the User to the Principal shall be immediately payable. If User suspends the fulfillment of obligations, he retains his rights under the law and the agreement.

4. If User proceeds to suspension or dissolution, he shall be in no way required to compensate damages and costs arisen due to this in any way.

5. If the dissolution is attributable to the Principal, User is entitled to compensation of the damage, including costs directly and indirectly caused by this.

6. If Principal does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, User is entitled to dissolute the agreement effective immediately without any obligation to pay any damages or compensation whereas Principal, by virtue of default is required to pay damages or compensation.

7. If the agreement is prematurely terminated by User, User will ensure transfer of work to be performed to third parties in consultation with Principal. This, unless the termination is attributable to Principal. If the transfer of work involves extra costs for User, these will be charged to Principal. Principal is required to pay these costs within the term specified unless indicated otherwise by User.

8. In case of liquidation (application of) receivership or bankruptcy and attachment – if and where the herd has not been lifted within three months – at the expense of the Principal, debt restructuring or any other circumstance due to which the Principal no longer has control over his capital, User is free to terminate the agreement effective immediately or to dissolute the order or the agreement without any obligation to pay  any damager or compensation. The claims of User to the Principal are immediately payable in such case.

9. If Principal fully or partially cancels a placed order, Principal shall be integrally charged for the work performed and goods ordered or prepared, plus any supply- and delivery costs as well as the labor time reserved for the implementation of the agreement.

Article 5   Force Majeure

1. User is not obliged to fulfill any obligation towards Principal if it so hampered as a result of a circumstance that is not due to negligence, and by virtue of law, a legal act or generally accepted in practice.

2. In these General Conditions, Force Majeure is understood to be, in addition to what it is understood to be in law and jurisprudence, all external causes, foreseen or unforeseen, beyond the control of User, however preventing User to fulfill its obligations. Work strikes in the company of User or third parties included. In addition, User has the right to invoke Force Majeure if the circumstance that prevents the (further) fulfillment of the agreement, occurs after User was supposed to have fulfilled his obligations.

3. During the period Force Majeure lasts, User may suspend the obligations under this agreement. If this period lasts longer than two weeks, any party has the right to dissolute this agreement without obligation to compensate damages to the other party.

4. Insofar User has partially fulfilled his obligations or will be able to fulfill these, under the agreement at the time of the emergence of Force Majeure, and the part fulfilled or to be fulfilled has no independent value, User is entitled to separately bill the part already completed or to be completed. Principal is required to pay this invoice as if it were a separate agreement.

Article 6   Payment and collection costs

1. Payment should always occur at the latest one day prior to delivery, using a method to be defined by User in the billed currency, unless indicated otherwise by User in writing. User has the right to send periodic bills.

2. For business customers, established in the Netherlands, a payment period of 14 days after invoice date applies, using a method to be defined by User in the billed currency, unless indicated otherwise by User in writing. User has the right to send periodic bills.

3. If the Principal defaults in the timely payment of an invoice, the Principal is legally in default. In such case, the Principal is due an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest over the amount due shall be calculated from the moment of default of the Principal up to the moment of complete payment of the amount due.

4. User has the right to assign payments made by Principal, in the first place to reduce the costs, subsequently to reduce the rate cases and finally to reduce the capital sum and the accrued interest. User may, without being in default, refuse any payment offer, if Principal claims a different order for the designation of the payment. User can refuse full payment of the capital sum, if the rate cases, accrued interest and collection costs aren’t paid as well.

5. The Principal is never entitled to settle the amount due to User. Objections against the amount of an invoice to not lead to a suspension of the payment obligations. The Principal not entitled to appeal to section 6.5.3 (articles 231 through 247 book 6 CC) is also not entitled to suspend payment of an invoice for any other reason.

6. If the Principal is in default regarding the (timely) fulfillment of his obligations, all reasonable extrajudicial costs for obtaining payment shall be borne by the Principal. The extrajudicial costs shall be calculated based on current practice of the Dutch collection standards, currently the calculation method according to ‘Rapport Voorwerk II’. However, if User has incurred higher collection costs that were necessary within reason, the actual costs incurred shall be compensated. Any judicial and execution costs incurred shall also be borne by the Principal. The Principal is due interest over the collection costs due.

Article 7   Retention

1.  That which the User provides in the context of the Agreement, remains the property of User until Principal has properly fulfilled all obligations under the agreement(s) entered into with User.

2. That which User provides and is subject to retention under paragraph 1, cannot be sold and can never be used as tender. Principal is not authorized to pledge or encumber in any other way that which is subject to retention.

3. Principal should always do that which can be expected from him within reason to safeguard the property rights of User. If third parties  seize the matters delivered that are subject to retention or try to establish on enforce rights on these matters, Principal is required to notify User of this immediately. Furthermore, the Principal commits to insure that which has been delivered under retention against fire, explosion- and water damage, as well as against theft and to provide the policy of this insurance to User on his first request. In case of any payment of the insurance, User is entitled to these tokens. Where required, Principal commits towards User in advance to cooperate to everything required or desirable in that case.

4. When User wants to exercise his property rights referred to in this article, Principal grants User in advance unconditional and irrevocable permission to User and third parties to be appointed by User to enter all locations that house the properties of User and to retrieve these properties.

Article 8   Warranties, investigation and reclamation, limitation period

1. The goods to be delivered by User meet the usual requirements and norms to which they can be subjected within reason at the time of delivery and for which they are intended at normal used in the Netherlands. The warranty referred to in this article applies to matters intended for use within the Netherlands. In case of use abroad, Principal should verify whether the use of it is suitable for use over there and meets the conditions defined in relation to it. In such case, user can provide different warranty- and different conditions for the matters to be delivered or work to be performed.

2. The warranty referred to in paragraph 1 of this article applies for a period of seven days after delivery, unless the nature of the delivered indicates otherwise or parties have agreed otherwise. If the warranty provided by User concerns a good produced by a third party, the warranty is limited to that provided by the manufacturer of the good unless indicated otherwise.

3. Every form of warranty is void if a defect emerges due to or arising from improper or inappropriate use thereof or use after the expiry date, improper storage or maintenance by the Principal and / or third parties when Principal or third parties have altered the good or have tried to do so without written permission of User, if other things were attached that should not have been attached or if these were processed on any other way than the one prescribed. Principal will also not be entitled to warranty if the defect was caused by or is a consequence of circumstances beyond the control of User, including weather conditions (including, but not limited to extreme rain or temperatures) etcetera.

4. Principal is required to investigate the matters delivered respectively the work performed (or to have them investigated) immediately after these have been made available to him or have been performed. In addition, Principal is deemed to investigate whether quality and / or quantity of the delivered matches the agreed and meets the requirements agreed by the parties relating thereto. User should be notified of any visible defects within seven days after delivery, in writing. User should be notified of any non-visible defects immediately, however at the latest within fourteen days after discovering these, in writing. The notification should contain a detailed description of the defect, enabling the User to respond adequately.. Principal should enable User to investigate a complaint (or have it investigated).

5. If Principal initiates reclamation in time, this does not lead to suspension of his payment obligations. In such case, Principal remains require to buy and pay the other matter ordered and that for which he commissioned User.

6. If a defect is reported at a later time, Principal is no longer entitled to repair, replacement or compensation of damage.

7. If it transpires that a matter is poor and a timely reclamation has been performed, User shall replace or ensure repair of the matter or pay compensation to Principal at the discretion of User if return is not possible within reason. In case of replacement, Principal is required to return the replaced matter to User and to transfer the property rights thereof to User, unless User indicates otherwise.

8. If it transpires that a complaint is unfounded, the costs incurred by User due to this, including the costs of investigation will be integrally born by Principal.

9. After the expiration of warranty, all costs for repair or replacement, including administration-, shipping-, and call-out costs shall be charged to Principal.

10. Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against User is one year.

Article 9   Liability

1. If user is liable, this liability is limited to the stipulation of these provisions.

2. User shall not be liable for damage of whichever nature caused by User assuming incorrect and / or incomplete details provided by or on behalf of Principal.

3. If User is liable for any damage, that liability of User is limited to a maximum of twice the invoice value of the order, or at least that part of the order to which the liability relates.

4. The liability of User is, in any case, always limited to the amount to be paid by his insurance company as appropriate.

5. User is only liable for direct damage.

6. Direct damage is exclusively understood to be the reasonable costs to establish the cause of the damage insofar the establishment relates to damage in the sense of these conditions, any reasonable costs incurred to  have the poor performance of User meet the agreement where these can be attributed to User and reasonable costs incurred to prevent or limit damage insofar the Principal demonstrates that these costs have led to limitation of damage as referred to in these general conditions. User shall never be liable for indirect damage, included consequential damage, loss of profit, missed savings and damage due to business stagnation..

7. The limitations of liability included in this article, do not apply if the damage is attributable to intent or Gross negligence of User or his    managerial staff.

Article 10   Indemnification

1. Principal shall indemnify user for any claims of third parties who suffer damage in connection with the implementation of the agreement due to causes other than those attributable to User. If User is addressed by third parties for such reason, Principal is required to support User both judicially and extra-judicially and to immediately do everything that is to be expected of him in such case. If Principal remains in default in taking adequate measures, User is entitled to proceed to take these measures himself without notice of default. All costs and damages at the side of User and third parties due to this, are integrally at the expense and risk of Principal.

Article 12   Applicable right and disputes

1. All legal relationships where User is a party, Dutch law exclusively applies, even where a contract is, completely or partially implemented abroad or where the party involved in the Legal relationship is located abroad. The applicability of the Vienna Sales Convention is excluded.

2. The court in the district of the User is exclusively authorized to take cognizance of disputes, unless the law requires otherwise.. Nevertheless, User has the right to submit the dispute to the competent court according to Law.

3. The parties will first appeal to the courts after they turn to the utmost to solve a dispute by mutual consultations..

Article 13   Location and change of conditions

1. These conditions are filed with the Chamber of Commerce The Hague.

2. Te most recent filed version or the version as it applied during the establishment of the legal relationship with User shall always apply.

3. The Dutch text of the general conditions is always the determining factor in its interpretation.