Terms and Conditions
GENERAL TERMS AND CONDITIONS FORCE DEMOLITION B.V.
1.1 In these general terms and conditions the following definitions apply:
- - FDB: the private company with limited liability Force Demolition B.V., administered in the commercial register of the Chamber of Commerce under number 62746731, with its registered office in Naaldwijk, municipality of Westland, and office in (2671 MR) Naaldwijk on the Galgeweg 3;
- - counterparty: the natural or legal person, who has given FDB the assignment to provide any goods and / or service or to carry out (demolition) activities.
- Applicability of these general conditions
- 2.1 These terms and conditions apply to every quotation and every agreement between FDB and a counterparty, unless parties have expressly deviated from these conditions in writing. FDB expressly rejects the applicability of any general terms and conditions used by a counterparty.
- 2.2 Agreements or agreements with FDB's non-trading employees do not bind the latter, unless FDB's authorized employees have confirmed these in writing. In this context, employees who do not have the power of attorney to act on behalf of FDB as employees appearing in the Trade Register, in any case, must be regarded as employees who are not competent to act.
- Nature of commitments, deviations
- 3.1 Apart from the type and quantity of the services / goods to be delivered, offers and agreements to be concluded on the basis of FDB only contain best efforts commitments.
- 3.2 Changes in the agreement, including deviations from these general conditions, are agreed and recorded in writing. This does not apply to the price changes as mentioned in article 5 of these general terms and conditions.
- 4.1 All quotations from FDB are without obligation, unless explicitly stated otherwise. All offers have a validity period of 14 days, unless the quotation states otherwise. Offers are based on the information provided by a counterparty with a possible application, of the correctness that FDB may assume.
- 4.2 A quotation shall be deemed to have been accepted unchanged, if and at the moment that the other party agrees, or clearly permits or allows the execution of the work to be commenced by FDB.
- 4.3 With respect to agreements and deliveries for which no written quotation or order confirmation has been made, the invoice or delivery note will also be regarded as the order confirmation, which then is deemed to represent the agreement correctly and completely.
- 4.4 FDB is in no way bound by what is stated in prospectuses, brochures and/ or publications, images and drawings. The information contained therein does not bind FDB unless it confirms this in writing.
- 4.5 Before an offer is submitted, the other party is obliged to provide FDB with all relevant information for the correct execution of the order. The execution of the assignment takes place on the basis of data, calculations and documents provided by or on behalf of the other party. A-counterparty is under all circumstances responsible for the correctness and completeness of the data, calculations and documents supplied by him. FDB accepts no liability whatsoever for the accuracy and / or incompleteness of the data, calculations and documents supplied by a counterparty, detailed designs or for any advice given in connection therewith. A counterparty indemnifies FDB against all claims in this respect.
- 4.6 Unless otherwise agreed in writing, when drawing up the quotation, it is assumed that the (demolition) activities can and will be carried out without any limitation in execution and / or working method (s) and without by or on behalf of a counterparty or third parties, including governments, imposed restriction (s) or exclusion (s) regarding any (demolition) technology, including the "jumping" demolition technique.
- 4.7 The offer does not include the removal of asbestos or asbestos-containing materials or items, unless explicitly stated in the agreement. The removal of asbestos will have to be done by an asbestos removal company approved and certified for this purpose and will have to take place at the expense and risk of the other party.
- 4.8 If a quotation is accompanied by specifications or estimates, budgets, plans, drawings or other documents, these shall at all times remain the property of FDB. These will be returned to FDB at the first request, unless otherwise agreed in writing.
- 4.9 Unless explicitly stipulated otherwise, all offers are based on the principle that:
o - become FDB owner of all (demolition) materials and (demolition) materials that are released, with the exception of asbestos, asbestos-containing goods or other polluting and hazardous substances and goods;
o - the (demolition) material, (demolition) equipment and (demolition) waste is not contaminated and can be disposed of as freely applicable and can be reused;
o - the (demolition) activities do not include preparatory work, including the necessary earthworks, earthworks, sheet piles, paving work for the demolition and demolition work, unless explicitly stated otherwise in the offer. If and insofar as the earthworks are included, the extra costs arising from the excavation, removal and dumping and / or processing of soil that appears to be contaminated, or otherwise not immediately suitable for the execution of the contract, are account of the other party, who is and remains responsible for this at all times.
- 4.10 Unless expressly stipulated otherwise, FDB has the right to charge all other reasonable costs which it has had to incur in order to be able to issue its quotation, if an instruction is not given to it.
- Prices and price increase
5.1 The prices quoted by FDB are in Dutch currency excluding sales tax, packaging, packaging, shipping, transport documents, inspection, insurance and government to impose surcharges, whatsoever also. Insofar as explicit and written discounts have been agreed, these only apply to the net price.
5.2 FDB reserves the right to change the agreed prices if during the execution of the agreement changes in one or more cost factors, including an increase of the cost price of raw materials, materials, manufacture, transport, change of currency exchange rates, dumping and processing tariffs and such, give reason to do so at the discretion of FDB.
5.3 If the price increase exceeds 10%, the other party has the right to dissolve the agreement for 7 working days after notification of the price increase. Intermediate price changes resulting from the law and / or collective labor agreement are fully passed on to a counterparty, contrary to the foregoing and therefore without the right to dissolve.
5.4 Amendments to the agreement will, if a higher price would follow, be regarded as additional work and, insofar as this would result in a lower price, as less work. This also applies if no contract has been issued for this additional work. Settlement of additional or less work takes place in accordance with article 14 of these general terms and conditions.
- Obligations of a counterparty
6.1 A counterparty ensures that FDB can dispose of on time:
- about the data and approvals required for the design of the work, such as irrevocable permits, exemptions and decisions. FDB will only commence work if all data necessary for the execution (including the necessary irrevocable permits, approvals, decisions and / or allocations and, if applicable, the reporting of an asbestos inventory) have been received by him;
- about the building, the terrain or the water in or on which the work must be carried out;
- sufficient opportunity for the supply, storage and / or removal of building materials and aids;
- about connection possibilities for electrical machines, lighting, heating, gas, compressed air and water;
- about all existing (architectural) drawings and drawings showing the location of any cables and pipes.
6.2 A counterparty is obliged to place and keep the place and the object where the work must be carried out in such a condition that the work can be commenced and can be continued, all this at the discretion of FDB. The electricity, gas and water required for the (demolition) work are for the account of a counterparty.
6.3 Unless agreed otherwise in writing, the other party shall ensure the closure or disconnection outside the demolition limit of all connections in service to public utilities and any other pipelines and / or cables and other obstacles running through, over or under the demolition site and the necessary statements available.
6.4 A counterparty undertakes to issue a clean ground declaration and the V & G plan design phase and to carry out or commission an asbestos inventory by a recognized asbestos inventory office (SC 540) and a building materials survey. The object or terrain must be disposed of by a counterparty clean and stripped of both movable and immovable property - including loose inventory and floor covering.
6.5 If it is not further specified where material and material that remain the property of a counterparty under explicit written agreement, this is the place of the work where this material and material is released.
6.6 If the specifications drawn up by a counterparty or the description in the offer or quotation referred to in the order, the following items and / or the corresponding quantities, types, types, sizes, execution and location are not included, do they never belong or can never be deemed to belong to the assignment:
- earthwork, paving work and other preparatory work;
- the removal, use, treatment or disposal of hazardous substances or goods of which hazardous substances form part, including contaminated soil, including but not limited to asbestos-containing materials; - dewatering;
- the pulling or measuring of piles and / or sheet piles, whether or not forming a foundation;
- pre-recording of adjacent plots;
- stamping or supporting or installing (structural and / or protective) provisions on adjacent plots such as shutting down and / or taking measures to prevent drainage of adjacent plots; - installation of auxiliary constructions and (structural) facilities or
- markings and dimensions;
- the tilling of masonry;
- (traffic) deposits and their care;
- obtaining and maintaining a (proper) access to and from it
Terrain or object;
- costs and any deposits, as well as precario associated with the commissioning and return to the original state of the site of third parties used for the execution of the work;
- asbestos removal / asbestos removal, unless expressly agreed otherwise in writing;
- the removal of plantings, bushes, trees and any other vegetation;
- advising on whether, and if so, to what extent insurances and / or sureties are required or prescribed or necessary; - taking out a fire / building insurance policy, or a CAR insurance policy or any comparable insurance;
- sand and soil supplements;
- the demolition of any foundations, cellars and / or wells that do not belong to the current building;
- the application / application of soil barriers, sheet piling and the like;
- (demolition) activities insofar as they have to be carried out with diamond-based tools and / or equipment.
6.7 Furthermore, all quotations and offers assume that the (demolition) activities can and will be carried out during the normal working hours of FDB and under normal circumstances and without the obligation that a project (or part thereof) or an object (or part of it) must be carried out in phases.
- 6.8 In the interim period after the assignment and for the actual execution thereof, a counterparty is obliged to insure or keep insured the materials to be delivered by a counterparty and the equipment as well as the real estate to the satisfaction of FDB. to pledge on first demand the rights from the insurance contract to FDB, in order to secure the amount that FDB has or will claim on the basis of the agreement.
- 6.9 Unless otherwise stipulated in the agreement in writing, a counterparty indemnifies FDB in respect of third-party claims for transporting or dumping all substances, including in particular hazardous substances such as toxic, self-igniting, caustic, oily, radioactive, asbestos-containing, chemical and ceramic materials, waste or grounds.
- 6.10 If and insofar as work falls under the assignment which can not be performed by circumstances that are not attributable to FDB within the framework of the relevant assignment, the other party will owe FDB the entire agreed fee and this compensation will not be reduced in any way. and FDB can not be held liable for the compensation of the value of the material.
- 6.11 When drawing piles and / or sheet pile planks, the agreement between a counterparty and FDB will include a specification of the circumstances, including expressly but not exclusively the material to be drawn that must be regarded as non-drawable.
- Delivery and delivery time
- 7.1 All deliveries by FDB will be charged, except when these are part of the agreed price and therefore included in the price thereof, without prejudice to the compensation for transport, processing and / or application.
- 7.2 Delivery times are given only by approximation and are therefore never final deadlines. FDB is never liable for damages due to damage caused by exceeding the delivery time.
- 7.3 FDB is permitted to deliver sold services / items in parts, unless a partial delivery does not have an independent value. If the services / goods are delivered in parts, FDB is authorized to invoice each part separately, without prejudice to the compensation for transport, processing and / or application.
- 7.4 When the services / items to be delivered are sent at the request of a counterparty, the risk of the shipment lies with a counterparty. At the explicit request of a counterparty, FDB will insure the shipment at the expense of another party in a customary manner.
- 7.5 A counterparty guarantees that FDB has free access to the place where the agreed services / items must be delivered. If FDB can not arrive at the place of delivery in an adequate manner, the other party must compensate FDB for the resulting damage. In any event, the damage consists of costs incurred by FDB in vain and loss of profit.
- 7.6 A counterparty is obliged to purchase the purchased services / items at the moment they are delivered to it or at the time at which they are made available to it according to the agreement. All services / goods to be delivered by FDB are at the risk of a counterparty from the moment that these are made available to a counterparty.
- 7.7 In the event that transport takes place by a third party, the other party indemnifies FDB against any claims of the carrier against FDB arising from and / or connected with the agreement between FDB and a counterparty.
- 7.8 If a counterparty refuses to take delivery or is negligent with the provision of information or instructions necessary for the delivery, then the goods can be stored by FDB at the expense and risk of a counterparty, without prejudice to the obligation of the counterparty to the agreed price.
- 7.9 If in the opinion of FDB the execution of the work as a result of weather and / or temporary ground conditions can not take place or can not take place in time, it has the right, without this giving a counterparty the right to compensation of damage, the work to suspend until the circumstances as referred to above have ended.
- 7.10 FDB is not liable for the consequences of materials supplied or prescribed by a counterparty itself, or a method prescribed by a counterparty, if those materials or methods prove to be incorrect and FDB did not know or could not know this, or FDB a counterparty has warned for this without this leading to a change of the order.
- 8.1 Completion of accepted work means the actual delivery to a counterparty. The work is considered complete when FDB has informed a counterparty that the work has been fully carried out.
- 8.2 Furthermore, the work is deemed to have been delivered when a counterparty takes the work into use, on the understanding that by using part of the work, that part is deemed to have been delivered.
- Duration of execution, postponement of completion and compensation for late completion
- 9.1 The term within which the work must be delivered is expressed in the agreement either in a number of workable working days, or in a number of calendar days, weeks or months, or by a specific day. These terms are only given by approximation and are therefore never final deadlines.
- 9.2 If the term within which the work will be delivered is expressed in workable working days, the working day shall be understood to be a calendar day, unless it falls on a site recognized generally or on site, or by the government or by or pursuant to collective labor agreement prescribed rest or holiday, holiday or other non-individual day off. Working days and half working days respectively are considered to be unworkable if the conditions that are not met by FDB for at least five hours and at least two hours can not be worked by most of the workers or machines.
- 9.3 If delivery of the work should take place on a day that is not described as working day in the second paragraph, the next working day shall be deemed to be the agreed day of completion.
- 9.4 FDB is entitled to an extension of the term within which the work will be delivered if due to force majeure or due to circumstances of the other party, or due to a change in the agreement or in the conditions of execution, FDB can not be required. that the work is delivered within the agreed term.
- 9.5 If the term within which the work is to be delivered is exceeded, FDB will not owe any compensation to a counterparty, unless otherwise agreed by the parties by agreement.
- 9.6 If the commencement or progress of the work is delayed by factors for which the other party is responsible, the damage and costs resulting from this for FDB must be compensated by the other party.
- Inclusion, delivery and approval of the work
- 10.1 Within a reasonable period prior to the day on which the work is expected to be completed by FDB, FDB will invite the other party in writing to take up the work. The inclusion takes place in the presence of FDB. The inclusion will take place as soon as possible but no later than eight days after the day referred to above.
- 10.2 After the work has been taken up by a counterparty, a counterparty will notify FDB in writing within eight days whether or not the work has been approved. If a counterparty withholds its approval, it shall state the defects that are the reason for abstention from the approval. If the work is approved, the day of approval will be the day on which the relevant notice is sent to FDB.
- 10.3 If no written notification is sent to FDB within eight days of the inclusion of the work whether or not the work has been approved, the work is deemed to have been approved on the eighth day after the admission. The work is also deemed to have been approved if and insofar as it is put into use.
- 10.4 If the listing does not take place within eight days after the day referred to in the first paragraph, FDB may address a new request to a counterparty by registered letter, with the request to record the work within eight days. If a counterparty does not comply with this request, the work is deemed to have been approved on the eighth day after the day referred to in the first paragraph. If a counterparty does comply with this request, the second and third paragraphs will apply mutatis mutandis.
- 10.5 Minor faults that can be rectified within a period of six months after approval of the work shall not constitute grounds for withholding approval, provided that they do not impede any commissioning.
- 10.6 With regard to a resubmission after withholding approval, the above-mentioned provisions apply mutatis mutandis.
- 10.7 In the event of a re-admission, defects other than those declared to FDB in accordance with the fifth paragraph may only be grounds for renewed abstention from approval if they have only appeared after the previous admission.
- 10.8 A counterparty may take the work into use, before it is completed, or a part of it that may or may not have been completed, provided that the commissioning does not jeopardize sufficient progress of the work. A counterparty will not proceed to this unless it has informed FDB in writing and an inclusion of the work to be put into use or part thereof has taken place. If FDB demands more from the commissioning than can reasonably be expected of it, this will be settled as extra work. If damage to the work is caused by the commissioning
this damage is not for the account of FDB. By the commissioning and insertion referred to in this paragraph, the work or that part is regarded as delivered.
- 10.9 The work is deemed to have been delivered if it has been, or is deemed to have been, approved in accordance with the preceding paragraphs. The day on which the work is or is deemed to have been approved is considered to be the day on which the work is deemed to have been completed.
- Suspension of work and termination of work in unfinished state
- 11.1 A counterparty is entitled to suspend the performance of the work in whole or in part.
- 11.2 Provisions, which FDB must incur as a result of a suspension, will be settled as additional work. Damage suffered by FDB as a result of a suspension will be compensated by a counterparty. If damage to the work occurs during a suspension, this will be for the account of a counterparty.
- 11.3 If a suspension lasts longer than fourteen days, FDB is entitled to a proportional payment for the part of the work that has been carried out. This takes account of all building materials supplied at work.
- 11.4 If the suspension lasts longer than one month, FDB is authorized to terminate the work in an unfinished state and FDB is entitled to the full contract sum.
- 11.5 Contrary to the provisions of Article 7: 764 Dutch Civil Code, a counterparty is not entitled to terminate the agreement by means of full or partial cancellation.
- Building materials
- 12.1 All building materials to be processed must be of good quality, be suitable for their destination and meet the set requirements.
- 12.2 FDB gives a counterparty the opportunity to inspect building materials. The inspection must take place on arrival at work (possibly on agreed samples) or at the first opportunity thereafter, provided that the progress of the work is not jeopardized in the latter case. FDB is authorized to be present or to be represented at the inspection.
- 12.3 A counterparty is authorized to have third parties investigate building materials. The associated costs are for his account, except in case of rejection, in which case the costs are for the account of FDB. Building materials made available by a counterparty are deemed to have been approved.
- 12.4 Both in the event of rejection of building materials, both a counterparty and FDB can demand that a sealed sample, which has been validated by mutual agreement, be kept by mutual agreement.
- 12.5 The materials originating from the work, of which the other party has declared that they wish to keep them, must be removed from the work by him. All other building materials are removed by FDB.
- 12.6 For the supplied building materials, the other party bears the risk of loss and / or damage from the moment at which they are supplied at the work during the time that they remain there outside the normal working hours under the supervision of the other party.
- 13.1. Without prejudice to the other provisions in these general terms and conditions, the following applies specifically to the delivery of rubble granulate. Where the provisions in this article deviate from the other provisions in these general terms and conditions, the provisions in this article apply in the case of the delivery of rubble granules.
- 13.2 If the agreement between a counterparty and FDB provides for the delivery of rubble granulate by FDB to a counterparty, unless otherwise agreed, the rubble granulate will be delivered with a valid KOMO quality declaration for the attest with product certificate in accordance with the regulations applicable at the time of delivery of the National Assessment directive BRL 2506 (including any changes and / or additions to it).
- 13.3 Unless otherwise agreed, the weight of the quantity of rubble granulate delivered is determined with the aid of a weighing device to be designated by FDB and provided with a valid calibration certificate. The quantity determined in the above manner is binding.
- 13.4 FDB has the right to deliver up to 3% more or less than the quantity of rubble granulate ordered by a counterparty, on the understanding that a counterparty must pay the actually delivered quantity.
- 13.5 Each cargo of rubble granulate shall be accompanied by a numbered weighing voucher bearing the KOMO logo and number of the KOMO quality declaration as referred to in 13.2.
- 13.6 A receipt, consignment note, delivery receipt or similar document issued by FDB to a counterparty to a counterparty shall be deemed to accurately reflect the quantity of the rubble granulate delivered, unless a counterparty can object to this immediately and no later than within 3 calendar days after delivery. FDB reports.
- 13.7 The moment of actual delivery concerns:
- - if the rubble granulate is removed by a counterparty from the establishment of FDB, actual delivery takes place by weighing on the weighing device referred to in 13.3;
- - if rubble granulate is delivered by FDB on the location of a counterparty, actual delivery takes place by unloading the cargo of rubble granulate from a counterparty.
- 13.8 All risks relating to the state, loss, depreciation, theft, etc. of the rubble granulate will pass from the aforementioned moment of actual delivery from FDB to a counterparty.
- 13.9 After the actual delivery, a counterparty can no longer rely on the fact that the batch of rubble granulate delivered does not comply with the agreement and / or contains any defects, unless a counterpart FDB immediately and at the latest within 3 calendar days after the actual delivery. in writing. Disputes concerning the physical or environmental-hygienic quality of the rubble granulate prior to the actual delivery will only be assessed on the basis of the inspection procedures in the National Assessment Guideline BRL 2506 (including any changes and / or additions thereto).
- More and less work
- 14.1 Settlement of additional and less work takes place:
- In case of changes to the agreement or the conditions of execution;
- In the event of deviations from the amounts of the set-up costs;
- In the event of deviations from deductible quantities;
- In the cases referred to in Article 11 of these general terms and conditions.
- 14.2 If the final settlement of the work shows that the total amount of the contract reduction exceeds the total amount of the additional work, FDB is entitled to an amount equal to 10% of the difference of the totals.
- 14.3 Changes in the agreement or the conditions of execution will be agreed in writing. The lack of a written order is without prejudice to the claims of FDB on settlement of more and less work.
- 14.4 Settlement costs are sums mentioned in the contract which are included in the contract price and which are intended for either the purchase of building materials or the purchase of building materials and the processing thereof, or the performance of work, which on the day of the agreement have not been determined with sufficient precision and which must be specified by a counterparty, ie the removal of waste materials and the processing / processing thereof. With regard to every set-up item, the agreement states what this relates to.
- 14.5 With regard to the expenses to be charged to the set-up costs, the prices charged to FDB or the costs incurred by them shall be increased by a contractor's fee of 10%.
- 14.6 If an establishment cost only relates to the purchase of building materials, the costs for processing these are included in the contract price and are not separately deducted. These costs will be charged against the set-up point, on which the purchase of those building materials will be set off to the extent that they are higher than those which FDB could reasonably have taken into account due to the interpretation given to the set-up.
- 14.7 If an establishment cost relates to the purchase of building materials and the processing thereof, the costs of processing are not included in the contract price and are charged separately to the cost of the adjustment.
- 14.8 If quantities are included in the agreement, and these quantities turn out to be too high or too low to effect the work, the more or less costs resulting from that deviation will be set off.
- 15.1 A counterparty is obliged until the date on which FDB has delivered the work to insure the object and other immovable goods as well as the materials and materials to be delivered by a counterparty and to the satisfaction of FDB and to grant the rights at first request. to pledge from the insurance contract to FDB, in order to secure the amount that FDB has or will claim under the contract.
- Payment, interest and collection costs
- 16.1 A counterparty must pay FDB 50% of the total agreed price before commencement of the work. FDB has the right to invoice periodically, or after the completion of the work.
- 16.2 Payment must be made immediately, but no later than 14 days after the invoice date, by transferring the amount due to a bank account number or giro account number provided by FDB on the invoice or in any other way. FDB is always entitled to demand payment before delivery of the purchased services / items to another party.
- 16.3 After the expiration of the payment term referred to in the previous paragraph, the other party is legally in default and is liable to pay statutory commercial interest from the moment of default on the amount due. This omission shall not be canceled if a counterparty receives a final payment reminder from FDB after the expiry of the payment term referred to in the previous paragraph and a counterparty is given the opportunity to pay this after receipt of this reminder.
- 16.4 In addition, a counterparty is liable for all extrajudicial collection costs. The extrajudicial collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
- 16.5 A counterparty will owe FDB all judicial costs actually incurred by FDB in all instances, if FDB and a counterparty have conducted legal proceedings with respect to an agreement and a counterparty in that context is completely or predominantly in the wrong asked.
- 16.6 Payment must always take place without suspension, discount or set-off, in any event whatsoever. In the event of overdue payment, FDB has the right to suspend performance of the agreement until the payment has been made.
- 16.7 Payments made by a counterparty always serve firstly to pay all costs owed, including extrajudicial collection costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
- 16.8 FDB is always entitled to demand more security from a counterparty for the fulfillment of its obligations, before proceeding with delivery or continuing with delivery. A counterparty is obliged to provide the security requested by FDB.
- Intellectual property
- 17.1 All intellectual property on services / goods provided by FDB and related and / or related specifications or descriptions, budgets, plans, drawings or other documents and the knowledge and ideas contained in these services / items and documents is and remains , in so far as this does not belong to suppliers of FDB, of FDB and may not be used, expanded, adapted and / or made available to third parties or made available for inspection without the express written consent of FDB.
- 17.2 The designs, illustrations, drawings and sketches must be returned without delay at the first request of FDB, without prejudice to other statutory measures to guarantee these rights to FDB.
- 17.3 The other party is prohibited from publishing, disclosing, exploiting, using or exhibiting material of FDB, on which intellectual property rights, including copyright, are to be reproduced in any way, without permission from FDB.
- 17.4 A counterparty is obliged to notify FDB directly of claims of third parties on the intellectual property rights of FDB.
- 17.5 Unless otherwise agreed in writing, a counterparty will reimburse FDB for the preparation, design and drawing costs in case FDB was invited to do drawing work but it was not instructed to perform work and / or supply of services / items. will be given.
- Retention of title
- 18.1 The services / goods delivered by FDB remain the full and exclusive property of FDB until a counterparty has fully fulfilled all its obligations and / or in connection with all agreements concluded with FDB.
- 18.2 With regard to services / goods delivered by FDB that are subject to retention of title pursuant to paragraph 1, it is expressly prohibited for a counterparty to resell these services / goods to third parties or to make them available and / or to restrict them to third parties. establish rights.
- 18.3 If a counterparty fails to fulfill its obligations or if there is reasonable fear that it will not do so, FDB is entitled at all times to deliver services / goods on which the retention of title referred to in paragraph 1 rests with a counterparty or third parties that the goods for a counterparty keep taking away or taking away. A counterparty is obliged to cooperate fully with this.
- 18.4 In so far as FDB's retention of title to the services / items delivered is extinguished by business or otherwise, FDB reserves the right to a non-possessory right of pledge on a good, to guarantee all that a counterparty owes or will owe to FDB, for whatever reason. At the first request of FDB, a counterparty must grant a non-possessory right of pledge on this matter.
- 18.5 If third parties wish to establish or assert any right to the services / items delivered under retention of title, then the other party is obliged to notify FDB thereof without delay.
- 18.6 A counterparty is obliged to compete with FDB:
- to insure and keep insured the services / items delivered subject to retention of title against fire, explosion and water damage and against theft and to provide the policy of this insurance for inspection at the first request;
- to pledge to FDB all claims of a counterparty on insurers with regard to the services / goods delivered under retention of title in the manner prescribed in article 3: 239 of the Dutch Civil Code;
- to mark and mark the services / items delivered under retention of title as the property of FDB.
- Defects and complaint terms
- 19.1 A counterparty must investigate the purchased services / items upon delivery. In doing so, a counterparty must check whether the delivered goods fully comply with the agreement in terms of nature, quantity and quality.
- 19.2 Visible defects or shortcomings must be reported in writing to FDB by a counterparty within eight days after delivery or completion, on penalty of forfeiture of all rights. Non-visible defects must be reported in writing to FDB by a counterparty within 14 days of discovery, on pain of forfeiture of all rights.
- 19.3 The reporting of defects or shortages to FDB is without prejudice to the obligation of a counterparty to pay and purchase purchased services / items.
- 19.4 Complaints regarding the execution of the work or the delivery of the services / items are not admissible if a counterparty has not taken into account the normal care that may be expected of him after termination of the work and / or the execution of the work and / or delivery of materials.
- 20.1 FDB is never liable for consequential damage, including, but not limited to, damage to other goods than the services / goods delivered by FDB and / or damage to persons. More particularly, FDB is not liable for direct and indirect damage, including loss of profit, business stagnation or other consequential damages.
- 20.2 FDB is not liable for damage caused by third parties engaged or not engaged by it and / or due to late or wrong delivery. FDB is not liable for any form of damage resulting from the early use of a part of the work or the entire work. FDB is not liable for any form of damage resulting from the use of materials prescribed by a counterparty or the execution of a design originating from a counterparty. FDB is not liable for damage to cabling, pipes or other hidden work and constructions, nor for the possible consequences of this damage.
- 20.3 FDB is never liable for damage as a result of substances and / or contaminants, which can be harmful to the environment and / or public health or fall under the concept of (small) hazardous waste.
- 20.4 FDB is not liable for damage to and / or loss or destruction of goods or goods of a counterparty, caused by radioactive substances, hidden bombs, landmines, explosives or other weaponry, left before the start of the (demolition) activities.
- 20.5 FDB is not liable if the damage is due to intent, gross negligence or otherwise seriously culpable action, or injudicious or improper use of or on behalf of a counterparty.
- 20.6 Any liability of FDB is limited to the amount of the payment made by the insurance, insofar as this liability is covered by insurance. If no insurance offers cover or proceeds to payment, the liability of FDB is limited to the invoice value of the part of the delivery to which the liability relates.
- 20.7 The right to compensation for damage will lapse if a complaint has not been made in time as mentioned in article 19.
- 20.8 A counterpart indemnifies FDB against all claims by third parties (including employees and subordinates of FDB) arising from or connected with the order, including claims for the transport or dumping of all poisonous, self-igniting, corrosive, oily, radioactive, chemical and ceramic materials as well as all other waste materials (including asbestos), grounds and explosives as well as claims in connection with the statutory provisions concerning chain liability.
- 20.9 A counterpart indemnifies FDB against third-party claims against FDB, if FDB-damage caused by insufficient or incorrect or incomplete information provided by or on behalf of a counterparty which, if this information had been known to FDB, prevented or prevented of the damage.
- 20.10 If after the conclusion of the agreement it appears that the building site is contaminated or the building materials deriving from the work are contaminated, the other party is liable for the consequential consequences for the work.
- Impossibility of execution
- 21.1 If the execution of the work becomes impossible because the property is destroyed or lost without this being attributable to FDB, it is entitled to a proportional part of the agreed price on the basis of the work performed and costs incurred. In the event of intent or gross negligence on the part of a counterparty, FDB is entitled to the full contract price, plus the costs it has incurred as a result of the non-completion.
- Force majeure
- 22.1 Force majeure means all those circumstances and / or situations in which fulfillment of the obligation for FDB is temporarily or permanently impossible and / or unreasonably onerous. FDB also has the right to invoke force majeure if the circumstance that prevents performance occurs after FDB should have fulfilled its obligation. This will include amongst others: floods, storms from wind force ten, earthquakes as well as strikes by FDB employees, blockades, non-fulfillment by FDB's suppliers or subcontractors, government measures which make fulfillment temporarily or permanently impossible and each of the will FDB independent circumstance as a result of which fulfillment of the agreement can not reasonably be required of FDB.
- 22.2 During force majeure, the delivery and other obligations of FDB will be suspended. If the period in which fulfillment of the obligations by FDB is not possible due to force majeure lasts longer than four weeks, both parties are entitled to dissolve the agreement, without there being any obligation to pay compensation in that case.
- 22.3 If FDB has already partially fulfilled its obligations upon the occurrence of the force majeure, or can only partly fulfill its obligations, it is entitled to invoice the already delivered or deliverable part separately and a counterparty is obliged to pay this invoice as it was a separate agreement, provided that the already delivered or deliverable part has an independent value.
In the event that FDB is unable to perform the work in accordance with the agreement, because preparatory and / or other work at a counterparty has not been carried out or has not been carried out on time, FDB contacts a counterparty for consultation or replacement. This circumstance yields a shortcoming on the side of a counterparty and does not affect the use of FDB of the rights accruing to it under the law, the agreement and these general terms and conditions.
Special cases of claimability / termination
All claims against a counterparty are immediately due and FDB is entitled, but not obliged, to suspend, terminate and / or terminate agreements with a counterparty with immediate effect if:
- - a counterparty is declared bankrupt, applies for suspension of payment, is requested under receivership, when any attachment on services / goods of a counterparty is made and upon the death of a counterparty, or upon liquidation or dissolution of the company from a counterparty or when the statutory debt rescheduling scheme is declared applicable;
- - services / goods of FDB on which a retention of title rests after delivery is extinguished or damaged, or if FDB loses ownership thereof due to the creation, accession, mixing or otherwise of ownership;
- - FDB has asked a counterparty when concluding the agreement to provide security for the performance and this security is not forthcoming.
Both parties are obliged to maintain confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
Dispute resolution and applicable law
Any disputes between parties will be submitted exclusively to the competent court in The Hague.
Dutch law applies to every agreement between FDB and a counterparty.
The applicability of the Vienna Sales Convention is explicitly excluded.