Terms and Conditions
GENERAL TERMS AND CONDITIONS
A: “ARBO SUPPORT”: Arbo Support B.V., a private company with limited liability established in Rotterdam, as well as all legal entities associated with ARBO SUPPORT through a shareholding structure;
B: “Other Party”: every entity that performs business transactions and with which ARBO SUPPORT has maintained or currently maintains contact.
C: Employee: an employee of ARBO SUPPORT or a person who performs work for a third party on behalf of or for the benefit of ARBO SUPPORT.
1: Unless otherwise agreed in writing, all offers of ARBO SUPPORT, all orders accepted by ARBO SUPPORT, all work performed by ARBO SUPPORT and all agreements to which ARBO SUPPORT is a party, either directly or indirectly, are exclusively governed by these General Terms and Conditions.
2: If a provision of these General Terms and Conditions is null and void or is nullified, the remaining provisions will nevertheless remain in full force and the parties will consult to reach agreement on a new provision to replace this null and void or nullified provision, whereby the purpose and purport of the provision to be replaced is maintained as much as possible.
1: The offers of ARBO SUPPORT are always submitted in writing and are without obligation. The offers are based on the information provided by the Other Party at the time of the offer. Unless stated otherwise in the offer, the offers are valid for two weeks.
2: If an offer of ARBO SUPPORT is accepted, ARBO SUPPORT is entitled to cancel its offer, either fully or partially, within two days of receipt of this acceptance.
3: Every offer made to ARBO SUPPORT is final and conclusive for a period of four weeks commencing on the first day after it has been received by ARBO SUPPORT.
ARBO SUPPORT cannot be held liable for any damage as a result of force majeure during the work. Force majeure includes – but not exclusively – any external or unforeseen cause over which neither ARBO SUPPORT nor the active Employee of ARBO SUPPORT can or could exert influence, which prevents ARBO SUPPORT or its Employee from being able to fulfil the obligations towards Other Party.
1: Payments to ARBO SUPPORT must be made within 30 days of the invoice date.
2: ARBO SUPPORT is at all times entitled to demand full or partial payment in advance and/or to require security for the payment in some other way.
3: Remarks and/or objections regarding invoices and/or services provided must be submitted in writing to ARBO SUPPORT within two months of receipt of the invoice and/or services provided, failing which the right of the Other Party to rely on a fault or defect in the item delivered or to dispute the chargeability of the invoice will expire.
4: The Other Party waives any right to suspend performance, any entitlement to a reduction and/or any right to set-off amounts owed to each other. Claims of the Other Party against ARBO SUPPORT do not suspend its payment obligation.
5: If the Other Party does not pay any amount due by it in accordance with the foregoing, it will be in default without a notice of default being required. At such time as the Other Party is in default of any payment, all other claims of ARBO SUPPORT against the Other Party will be due and payable and the default will also immediately apply to these claims without a notice of default being required.
6: From the time of the occurrence of the default, the Other Party will owe interest on the due and payable amount at the statutory commercial interest rate.
7: In the event of default by the Other Party, the Other Party will owe all judicial and extrajudicial costs that ARBO SUPPORT is required to incur in order to obtain the amount from ARBO SUPPORT that is due and payable to it, which costs are set at 15% of the outstanding debt with a minimum of € 250.00.
8: Without prejudice to the foregoing, in the event of winding-up, bankruptcy or suspension of payments, breach of contract or attachment levied by/on the Other Party, the commitments of the Other Party are immediately due and payable.
1: The Employees of ARBO SUPPORT work independently and will consult their supervisor at ARBO SUPPORT with regard to the performance of their assignment, insofar as necessary. The Other Party must allow the employee to independently perform his/her services. The Other Party is not permitted to exert any control over or provide any advice to the Employee, or to otherwise issue instructions regarding the manner in which he/she should perform his/her work. This only differs if instructions are required for the performance of the assignment, for the purposes of cooperation and/or for reasons of company safety, all this within the limits of Article 7:402 of the Dutch Civil Code (Burgerlijk Wetboek).
2: ARBO SUPPORT is not liable for damage resulting from or related to the delivery and use of the delivered goods and/or services, for whatever reason, including but not limited to material and immaterial damages, lost profits, costs incurred, consequential damage, etc. The foregoing does not apply in the case of intent or deliberate recklessness by ARBO SUPPORT.
3: Notwithstanding the provisions of paragraph 2 of this Article, insofar as ARBO SUPPORT still has any liability this liability is limited to the amount that ARBO SUPPORT received as compensation from Other Party in the context of the work performed.
4: Remarks about and/or objections to damage suffered must be submitted in writing to ARBO SUPPORT within two months after the damage could reasonably have been discovered, failing which any right of the Other Party to rely on a claim for compensation will expire.
5: The Other Party indemnifies ARBO SUPPORT against all (legal) claims and demands of third parties that are directly or indirectly related to the delivery and use of the delivered goods and/or services.
In the case of
(impending) bankruptcy of Other Party
suspension of payment by the Other Party, whether or not provisional
attributable breach on the part of Other Party
the levying of attachment by a third party on the Other Party
ARBO SUPPORT is entitled to terminate an agreement with Other Party with immediate effect by means of a written notification and all claims of ARBO SUPPORT against the Other Party at that time and which will arise thereafter will be immediately due and payable.
The Other Party is not permitted to employ an Employee or former Employer of ARBO SUPPORT or otherwise use his/her work for a period of one year after the end of his/her work for or on behalf of ARBO SUPPORT for the benefit of the Other Party, either directly or indirectly, either as a salaried employee or as a self-employed person, either for payment or without financial consideration. In the event of an infringement of the provisions of the previous sentence, the Other Party will owe an immediately payable fixed compensation of € 100,000.00 (in words: one hundred thousand euros) in favour of ARBO SUPPORT, without prejudice to the obligation of the Other Party to also actually compensate ARBO SUPPORT for the damage it has suffered.
The time limits to which ARBO SUPPORT is subject towards the Other Party are not “strict deadlines”, that is to say the mere expiry of such a time limit does not mean that ARBO SUPPORT is automatically in default. This requires a separate written notice of default.
If, after the formation of the agreement, circumstances arise which lead to an increase in the factors determining price upon which ARBO SUPPORT has based the price agreed with Other Party or the rate agreed with Other Party, ARBO SUPPORT is entitled to increase this price or this rate accordingly.
If the services to be provided or that have been provided by ARBO SUPPORT consist of the provision of education and/or training to persons and/or groups of persons designated by the Other Party, the following applies in addition to all other conditions mentioned above:
1: If one or more of these persons are unable to participate in the relevant education and/or training/course or part thereof due to illness or for another reason, then the Other Party is nevertheless obliged to pay the agreed fee to ARBO SUPPORT in full.
2: Cancellation is possible provided this takes place in writing. No costs will be charged for cancellations up to two weeks before the start of the training/education/course. In the event of cancellation within two weeks of the start of the training/education/course, 50% of the agreed fee will be due.
3: ARBO SUPPORT is entitled to cancel the education and/or training/course if there is insufficient interest and to change the program if the circumstances so require.
If an Employee of ARBO SUPPORT works for the Other Party, ARBO SUPPORT will not be in breach towards the Other Party of the performance of the agreement that applies between them, if this Employee is replaced by ARBO SUPPORT with another Employee of ARBO SUPPORT, irrespective of the reason thereto. The replacement Employee is always required to have the skills and diplomas relevant to the performance of the assignment.
Dutch law applies exclusively to all legal relationships and disputes to which ARBO SUPPORT is a party. All disputes in which ARBO SUPPORT is a party will exclusively be submitted to the competent court in Rotterdam.