General conditions Meijs Engineers and Meijs Engineers, Meijs Construction Management and Meijs Fire Prevention (hereafter referred to as Meijs companies).
Definitions:
In these general conditions the following terms are used in the following meanings, unless expressly stated otherwise:
Client: the other party to MEIJS bedrijven, acting in the exercise of profession or business;
Agreement: the agreement between MEIJS Companies and the Client.
MEIJS Companies: the users of these general conditions, being Meijs Ingenieurs, Meijs Bouwmanagement and Meijs Brandbeveiliging.
Article 1 – Applicability
1. The Uniform Administrative Conditions for the Execution of Works 1989 (UAV) shall apply subject to the following additions or amendments. In case of contradiction between the UAV and these general conditions, the latter shall prevail.
2. The provisions of these general conditions apply to all legal acts of MEIJS Companies and to every offer and every agreement between MEIJS Companies and a Client. These general terms and conditions are made available to the Other Party before or at the time the agreement is concluded.
3. These terms and conditions also apply to all agreements with MEIJS Bedrijven, for the performance of which third parties must be engaged.
4. General terms and conditions of the Client are only applicable if it has been expressly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that case any conflicting provisions in the general terms and conditions of MEIJS Companies and the Client shall only apply between the parties if and to the extent that they are part of the terms and conditions of MEIJS Companies.
5. If one or more provisions in these General Terms and Conditions are null and void or declared null and void, the other provisions of these General Terms and Conditions shall remain fully applicable. MEIJS Companies and the Client shall then consult to agree new provisions to replace the void or nullified provisions, whereby if and to the extent possible the purpose and meaning of the original provision shall be observed.
6. If these general terms and conditions prescribe the written form for notifications between the parties, the following shall be deemed to be in writing: messages by fax, by (registered) letter or bailiff’s writ, by handed over document provided that receipt is confirmed in writing, but not messages by e-mail or otherwise messages via the Internet.
7. MEIJS Companies shall be entitled to amend or supplement these General Terms and Conditions. Amendments or supplements shall also apply in respect of agreements already concluded, provided they have been notified to the Client. If the Client does not accept the amendment, it must notify MEIJS Companies in writing, in which case the existing agreement(s) will be completed under the old conditions. New agreements shall be concluded under the new general terms and conditions.
Article 2 – Offers and tenders
1. All offers and quotations are without obligation, unless the offer states a term for acceptance.
2. The prices in the said offers and tenders are exclusive of VAT and other levies as well as travel, shipping and any transport and packaging costs, unless explicitly stated otherwise.
3. MEIJS Companies shall always specify the costs (if any) in the offer to the Client.
4. If the acceptance deviates (on minor points) from the offer MEIJS Companies shall not be bound by it. The Agreement shall not be concluded in accordance with this deviating acceptance unless MEIJS Companies indicates otherwise.
5. Data, references to drawings, catalogues, illustrations, measurements, weights and colour specifications mentioned in offers and quotations of MEIJS Bedrijven and in the accompanying appendices are not binding, except insofar as they have been specified by the Contractor.
Article 3 – Prices and price changes
1. All prices mentioned in the offers and quotations of MEIJS Bedrijven are daily prices and based on the price-determining factors valid at the time of the offer or quotation, including wages calculated in accordance with the normal working hours applicable at MEIJS Bedrijven.
2. Prices apply to a working area within a radius of 120 km from the MEIJS Companies branches. A supplement will be charged for work outside this area. Parking costs and parking fees will be charged to the Client.
3. MEIJS Companies is entitled to increase the agreed prices if one or more of the following circumstances occurs after the conclusion of the agreement: an increase in the costs of materials, semi-manufactured products or services necessary for the performance of the agreement, an increase in shipping costs, an increase in wages, employer’s contributions and social insurance, an increase in the costs associated with other terms and conditions of employment, the introduction of new and an increase in existing government levies or raw materials, energy or residues, a considerable change in exchange rates or, in general, circumstances similar to the above.
Article 4 – Less work
1. If he final account of the work shows that the total of additional and less work results in a reduction of the contract price, MEIJS Companies are entitled, subject to any set-off of turnover tax, to an amount equal to 15% of the reduction as fixed compensation for general costs and vain preparation costs.
Article 5 – Execution of the agreement
1. MEIJS Companies shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of knowledge known at that time.
2. If and to the extent required for the proper execution of the agreement, MEIJS Companies has the right to have certain work carried out by third parties.
3. The Client shall ensure that all information which MEIJS Companies indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the agreement is provided to MEIJS BRANDBEVEILIGING in good time. If the data required for the performance of the agreement have not been provided to MEIJS BRANDBEVEILIGING in good time, MEIJS COMPANIES shall be entitled to suspend the performance of the agreement and/or to charge the additional costs resulting from the delay to the Client at the usual rates.
4. MEIJS Companies are not liable for damage, of whatever nature, because MEIJS Companies has assumed incorrect and/or incomplete information provided by the Client, unless MEIJS Companies should have been aware of this inaccuracy or incompleteness.
5. If it has been agreed that the agreement will be performed in phases, MEIJS Companies may suspend the performance of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.
6. If work is performed by MEIJS Companies or third parties engaged by MEIJS Companies in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
7. The Client shall indemnify MEIJS Companies against any claims by third parties who suffer damage in connection with the performance of the agreement which is attributable to the Client.
Article 6 – Term of Delivery
1. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, MEIJS Companies is entitled to store the goods at the Client’s expense and risk.
2. If the goods are delivered, MEIJS Companies is entitled to charge any delivery costs. These will then be invoiced separately.
3. If MEIJS Companies requires information from the Client for the performance of the agreement, the delivery time commences after the Client has made this information available to MEIJS Companies.
4. If MEIJS Companies has stated a delivery time, it is indicative. A stated delivery time is never a deadline. If a term is exceeded, the Client must give MEIJS Companies written notice of default and give MEIJS Companies a reasonable period for performance.
5. If it has been agreed that the agreement will be performed in phases, MEIJS Companies may suspend the performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
Article 7 – Method of Delivery
1. In the case of contracting work, the work is deemed to have been delivered when it is made available to the Client in its entirety and ready for use.
2. MEIJS Companies are obliged to inform the Client that the work is ready for use. This will occur after the work has been completed as agreed, but will in any case be deemed to have taken place no later than 10 working days after the invoice or final invoice date.
3. Not affecting the readiness for use of the work is the circumstance in which the work of third parties affecting the proper use of the work has not yet been carried out or has not yet been completed.
4. As long as the Client has not fully satisfied all its payment obligations towards MEIJS Companies under any agreement whatsoever, the parts and auxiliary materials supplied remain the property of MEIJS Companies.
Article 8 – Examination, Complaints
1. The Client is obliged at the moment of delivery or completion to investigate whether MEIJS Companies has properly performed the agreement, but in any case within as short a period as possible.
2. Any visible defects or shortages must be reported to MEIJS Companies in writing within three days of delivery. Non-visible defects or shortages must be reported immediately after discovery but no later than two weeks after delivery. The Client must at least provide accurate information regarding the nature and seriousness of the defect found, the time when and the place where the defect was found.
3. The parties shall be deemed to have fulfilled the contract properly if the Customer has failed to carry out the examination or report as referred to in the previous paragraphs of this article on time.
4. The performance of MEIJS Companies is in any case deemed to be sound if the Client has taken into use, treated or processed the delivered work or part of the delivered work or part of the delivered work or part of the delivered work, or has resold it, unless the Client has observed the provisions of the first paragraph of this article.
5. Complaints shall not entitle the Client to suspend its payment obligation.
Article 9 – Amendments to the agreement
1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change and/or supplement the activities to be performed, parties will timely and in mutual consultation adapt the agreement accordingly.
2. If the parties agree that the agreement is amended and/or supplemented, MEIJS Companies shall be entitled to amend the time or manner of performance and to adjust the price accordingly.
3. If the amendment and/or supplement to the Agreement has financial and/or qualitative consequences, MEIJS Companies shall inform the Client accordingly.
4. Notwithstanding the provisions hereof, MEIJS Companies will not be able to charge the Client any additional costs if the change or supplement is the result of circumstances which can be attributed to them.
Article 10 – Payment/invoicing
1. Payment must be made within the term stated on the invoices or in the agreement, in a manner to be indicated by MEIJS Companies in the currency invoiced. If no payment date or term is stated, a term of 14 days after the date of the invoice applies.
2. After completion of the (sub)assignment, the Client shall provide a signed (executor’s) voucher within 10 working days. For long-term projects, the Client will provide a signed (contractor’s) voucher on a weekly basis. If the relevant receipt is not provided on time, MEIJS Companies will be entitled to invoice on the basis of work reports of its employees.
3. Clients are not entitled to set-off or suspension.
4. If Client fails to pay, Client shall be in default by operation of law. Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated from the moment the Client is in default until the moment the full amount has been paid.
5. All costs, both extrajudicial and judicial, including the costs of lawyers, bailiffs and collection agencies, incurred in connection with the collection of the amount due and not paid on time by the Customer, shall be for the Customer’s account. They shall be fixed at a minimum of 15% of the amount involved and shall amount to at least Euro 250.
6. In the event of (intended) liquidation, (an application or filing for) bankruptcy, (an application for) suspension of payments, (an application for) application of statutory debt rescheduling of the Client or if a substantial part of the Client’s assets are seized without this seizure being lifted within a reasonable period of time, the claims of MEIJS Companies against the Client are immediately due and payable.
7. MEIJS Companies is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the current interest and the principal sum.
8. If the Client is in arrears with any payment – even if this is as a result of another agreement, then all amounts to be paid by him to MEIJS Bedrijven shall become immediately due and payable in full, regardless of the state of the orders and MEIJS Bedrijven may demand immediate payment thereof. In that case the performance of each assignment given by the Client shall be suspended until the Client has paid all that has become immediately due and payable in the event of the preceding sentence within a period to be determined by MEIJS Companies. If payment has not been made within this term MEIJS Companies is entitled to cancel all assignments given by the Client, without prejudice to all rights to damages.
9. A payment made by the Client always serves as payment of all interest and costs due and subsequently of due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
Artikel 11 – Retention of title
1. All goods delivered by MEIJS Bedrijven remain the property of MEIJS Bedrijven until the Client has fulfilled all obligations from all agreements concluded with MEIJS Bedrijven.
2. The Principal is not authorized to pledge or otherwise encumber the goods falling under the retention of title.
3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to them, the Client is obliged to inform MEIJS Bedrijven of this as soon as can reasonably be expected.
4. The Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection on first request.
5. Goods delivered by MEIJS Bedrijven which are subject to retention of title pursuant to the provisions of paragraph 1 of this article may only be sold on within the framework of normal business operations and may never be used as a means of payment.
6. In the event that MEIJS Companies wishes to exercise its proprietary rights stated in this article, the Client hereby gives unconditional and irrevocable permission to MEIJS Companies or third parties to be appointed by MEIJS Companies to enter all those places where the property of MEIJS Companies is located and to take back those goods.
Article 12 – Warranty
1. Guarantees only apply if the MEIJS Companies have issued them in writing.
2. Guarantees lapse if the defect has arisen as a result of injudicious or improper use, the delivered good has been stored, transported, processed or otherwise treated in violation of the applicable regulations or customs or if, without written permission from MEIJS Companies, the Client or third parties have made changes or attempted to make changes to the delivered good or have used it for purposes for which it is not intended.
3. If the guarantee given by MEIJS Bedrijven concerns a good produced by a third party, the guarantee is limited to the guarantee given by the producer of the good.
Article 13 – Liability
1. The liability of MEIJS Bedrijven towards the Client under the agreement with the Client is limited to direct damage and to a maximum of the invoice amount (exclusive of any VAT charged) for the work or the delivered good(s) from which the damage resulted. Liability is at all times limited to a maximum of the amount of the payment to be made by MEIJS Companies’ insurer in the relevant case.
2. Direct damage means exclusively:
– the reasonable costs incurred to determine the cause and extent of the damage, in so far as the determination relates to damage within the meaning of these conditions;
– any reasonable costs incurred to make the defective performance of MEIJS Companies conform to the agreement, unless this defect cannot be attributed to MEIJS Companies.
– reasonable costs incurred to prevent or limit damage, to the extent that the Client proves that these costs have led to a limitation of direct damage as referred to in these General Terms and Conditions.
1. MEIJS Companies shall never be liable for indirect damage, including consequential damage, loss of profit, loss of production, missed savings and damage due to business interruption.
2. The liability of MEIJS Companies towards the Client and third parties lapses if the Client has had work done outside MEIJS Companies or if the Client has handled goods inexpertly.
3. If MEIJS Companies is held liable by third parties who have suffered damage due to defects in the delivered goods, it is entitled to indemnify the Client.
4. The statute of limitations for any legal claim of the Client pursuant to an agreement with MEIJS Companies shall be limited to one year after it has arisen.
Article 14 – Force majeure
1. The parties are not obliged to fulfil any obligation if they are hindered to do so as a result of a circumstance that is not attributable to fault, nor for their account by virtue of the law, a legal act or generally accepted practice.
2. In these General Terms and Conditions force majeure means, in addition to its definition in the law and case law, all external causes, foreseen or unforeseen, which MEIJS Companies cannot influence but which prevent MEIJS Companies from fulfilling its obligations. This includes strikes in the organisation of MEIJS Companies and/or Asbestos Remediator.
3. MEIJS Companies are also entitled to invoke force majeure if the circumstance preventing (further) performance occurs after MEIJS Companies should have fulfilled its obligation.
4. The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to compensate the other party for damages.
5. To the extent that MEIJS Companies has already partially fulfilled its obligations under the agreement at the time of the force majeure or will be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, MEIJS Companies is entitled to invoice the part already fulfilled or to be fulfilled respectively separately. Client is obliged to pay this invoice as if it were a separate agreement.
Article 15 – Intellectual property and copyrights
1. All documents provided by MEIJS Bedrijven, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended to be used by the Client and may not be reproduced, disclosed or brought to the notice of third parties by the Client without MEIJS Bedrijven’ prior permission, unless the nature of the documents provided dictates otherwise.
2. MEIJS Companies reserves the right to use any knowledge gained from the execution of the work for other purposes, to the extent that no confidential information is disclosed to third parties.
3. The Client indemnifies MEIJS Companies against claims by third parties regarding intellectual property rights on materials or data provided by the Client which are used in the performance of the agreement.
4. If the Client provides MEIJS Companies with information carriers, electronic files or software etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 16 – Confidentiality
Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their agreement. Information shall be considered confidential if it has been communicated by a party or if it arises from the nature of the information.
Article 17 – Non-acquisition of personnel
During the term of the agreement and for one year after termination thereof, the Client shall not in any way take on employees of MEIJS Companies or of companies engaged by MEIJS Companies for the performance of this agreement who are (have been) involved in the performance of the agreement or allow them to work for them in any other way, directly or indirectly.
Article 18 – Disputes
Chapter XV of the UAV shall not apply. The court in the place of business of MEIJS Bedrijven has exclusive jurisdiction to hear disputes. Nevertheless, MEIJS Companies is entitled to submit the dispute to the court which has jurisdiction according to the law or to an arbitration tribunal.
Article 19 – Applicable Law
Dutch law applies to every agreement between MEIJS Companies and the Client.
Article 20 – Client’s obligat
1. The Client must ensure, if the work requires it, the presence of scaffolding, climbing equipment, safety equipment and protective devices other than standard PPE.
2. All directional work, carried out by MEIJS Companies, shall take place exclusively on the instructions and under the responsibility of the Client.
Article 21 – Prices
Unless stated otherwise, the Principal’s prices include all auxiliary and protective equipment required for the expert performance of the agreement;
