General terms and conditions

Article 1: Definitions
1. Dakonderhoud Willemsen BV, established in 's-Hertogenbosch, Chamber of Commerce number 78338034, is referred to in these general terms and conditions as the entrepreneur.
2. The counterparty of the entrepreneur is referred to in these general terms and conditions as the client.
3. The agreement refers to the agreement between the entrepreneur and the client. Or to a signed quotation by the client or an email/letter from the client for the work to be carried out, if this has been approved by us in writing by means of email/letter.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work and deliveries of services or goods by or on behalf of the entrepreneur.
2. Deviation from these conditions is only possible if this has been expressly agreed in writing by both parties.

Article 3: Payment

1. Declarations/invoices/approved quotes above €5,000.00 must be paid in advance for half by cash/pin or bank payment.
2. Remaining invoices/statements must be paid on the last day of the completed work by cash/pin or bank payment. For amounts under €5000.00, the work must be paid for immediately after delivery/completion of the work by cash/pin or bank payment.
3. If the client does not pay within the agreed term, he will be in default by operation of law, without any notice being required. From that moment on, the entrepreneur is entitled to suspend the obligations until the client has fulfilled his payment obligation.
4. If the client remains in default after 14 days, the entrepreneur will proceed to collection. The costs relating to that collection will be borne by the client. If the client is in default, he owes the entrepreneur statutory interest, extrajudicial collection costs and other damages. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the entrepreneur on the client are immediately due and payable.
6. If the client refuses to cooperate in the execution of the work by the contractor, he is still obliged to pay the agreed price to the contractor.
7. In consultation and after approval of the entrepreneur, other payment arrangements can be made, but this must be recorded in writing on the quotation/invoice.

Article 4: Offers and quotations.

1. Offers are without obligation and valid for a maximum of 30 days, unless another term of acceptance is stated in writing in the offer. If the offer is not accepted within that stated term, the offer will lapse.
1. Delivery times/completion times in quotations are indicative and do not entitle the client to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
2. Offers and quotations do not automatically apply to repeat orders/other assignments. Parties must agree to this explicitly and in writing.

Article 5: Prices

1. The prices stated on offers, quotations and invoices include the VAT due, unless otherwise agreed and stated.
2. The prices of the materials to be used are based on the cost prices known at that time. Increases in these, which could not have been foreseen by the entrepreneur at the time of making the offer or concluding the agreement, may lead to price increases.
3. With regard to the entrepreneur, the parties may agree on a fixed price when concluding the agreement.
4. If no fixed price has been agreed, the rate relating to the assignment can be determined on the basis of the actual hours spent. The rate is calculated according to the usual hourly rates of the entrepreneur, applicable for the period in which he performs the work, unless a different hourly rate has been agreed.
5. If no rate has been agreed on based on the actual hours spent, a target price will be agreed for the work, from which the entrepreneur is entitled to deviate up to 10%. If the target price is more than 10% higher, the entrepreneur must inform the client in a timely manner why a higher price is justified. In that case, the client has the right to cancel a part of the assignment that exceeds the target price plus 10%.

Article 6: Price indexation

1. The entrepreneur is entitled to increase his rates annually.

Article 7: Provision of information by the entrepreneur

1. The contractor shall make all information relevant to the execution of the work available to the client.
2. The Client is obliged to provide all data and documents that the contractor believes are necessary for the correct execution of the work in a timely manner, in the desired form and in the desired manner.
3. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the Contractor, even if these originate from third parties, unless the nature of the work dictates otherwise.
4. If and to the extent that the client requests this, the entrepreneur will return the relevant documents.
5. If the client does not provide the data and documents requested by the entrepreneur, or does not provide them in a timely or proper manner, and the execution of the work is delayed as a result, the resulting additional costs and additional fees will be borne by the client.

Article 8: Withdrawal of order

1. The client is free to terminate the assignment to the entrepreneur at any time.
2. When the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the entrepreneur. As well as the hours and materials that were necessary for the preparation of the work.

Article 9: Execution of the agreement

1. The entrepreneur will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship.
2. The entrepreneur has the right to have work carried out by third parties.
3. The implementation will take place in mutual consultation and after written agreement and payment of any agreed advance payment.
4. It is the responsibility of the client to ensure that the contractor can commence work on time.

Article 10: Contract duration assignment

1. The agreement between the client and the entrepreneur is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a fatal term. If this term is exceeded, the client must give the entrepreneur written notice of default.

Article 11: Amendment of the agreement

1. If during the execution/work it appears that it is necessary to change or supplement the work to be carried out for the proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution/work may be affected. The contractor will inform the client of this as soon as possible.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the entrepreneur will inform the client about this in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the entrepreneur will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.

Article 12: Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the entrepreneur to fulfil any obligation towards the client cannot be attributed to the entrepreneur in the event of a circumstance beyond the entrepreneur's control, which prevents the entrepreneur from fulfilling his obligation towards the client in whole or in part or which makes it unreasonable to expect the entrepreneur to fulfil his obligations. Such circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.
2. If a situation as referred to above occurs as a result of which the entrepreneur cannot meet his obligations towards the client, those obligations will be suspended for as long as the entrepreneur cannot meet his obligations. If the situation referred to in the previous paragraph has lasted 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part.
3. In the event referred to in the second paragraph of this article, the entrepreneur is not obliged to pay compensation for any damage, even if the entrepreneur enjoys any benefit as a result of the force majeure situation.

Article 13: Transfer of rights

1. No rights of either party under this Agreement may be assigned without the prior written consent of the other party.

Article 14: Insurance

1. The Client undertakes to adequately insure and keep insured delivered goods that are necessary for the performance of the underlying agreement, as well as goods of the entrepreneur that are present at the Client and goods that have been delivered under retention of title, against, among other things, fire, explosion and water damage as well as theft.
2. The Client shall provide the policy of this insurance for inspection upon first request.

Article 15: Retention of title, right of suspension and right of retention

1. Items present at the client and delivered items and parts remain the property of the entrepreneur until the client has paid the entire agreed price. Until that time, the entrepreneur can invoke his retention of title and take back the items.
2. If the agreed advance payments are not paid or not paid on time, the entrepreneur has the right to suspend the work until the agreed part has been paid. This is considered a creditor's default. In that case, a late delivery cannot be held against the entrepreneur.
3. The entrepreneur is not authorised to pledge or otherwise encumber the items subject to his retention of title.
4. If goods have not yet been delivered but the agreed advance payment or price has not been paid as agreed, the entrepreneur has the right of retention. The goods will then not be delivered until the client has paid in full as agreed.
5. In the event of liquidation, insolvency or suspension of payments of the client, the obligations of the client shall be immediately due and payable.

Article 16: Joint and several liability

1. If the order is placed by more than one client, all clients are jointly and severally liable for compliance with all obligations arising from these general terms and conditions and this agreement.

Article 17: Liability

1. Any liability for damage, resulting from or related to the execution of the agreement, is already limited to the amount that is paid out in the relevant case of concluded (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
2. The limitation of liability also applies if the entrepreneur is held liable for damage that directly or indirectly results from the improper functioning of the equipment used by the entrepreneur in the execution of work/assignment. Software, data files, registers or other matters.

Article 18: Liability of the client

1. If an order is placed by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that order.

Article 19: Indemnification

1. The Client shall indemnify the Entrepreneur against all claims from third parties relating to the goods/services and/or work supplied by the Entrepreneur.

Article 20: Obligation to complain

1. The client is obliged to report complaints about the work to the entrepreneur immediately in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the entrepreneur is able to respond adequately.
2. In any case, a complaint cannot lead to the entrepreneur being obliged to perform work other than that agreed upon.

Article 21: Intellectual Property

1. Unless the parties have agreed otherwise, the entrepreneur retains all intellectual absolute rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.
2. The aforementioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the entrepreneur.
3. The Client undertakes to maintain confidentiality of the confidential information made available to him by the service provider. Confidential information shall in any case be understood to mean that to which this article relates, as well as the company data.

Article 22: Confidentiality

1. The Client shall keep confidential the information that he receives (in whatever form) from the Entrepreneur and all information concerning the Entrepreneur of which he knows or could reasonably suspect that it is secret or confidential, or concerns information of which he could expect that the dissemination thereof could cause damage to the Entrepreneur, and shall take all necessary measures to ensure that he also keeps the said information confidential.
2. The duty of confidentiality referred to in the first paragraph of this Article does not apply to information;
a. Which was already public at the time the client received this information or which subsequently became public without a breach of a duty of confidentiality incumbent on him.
b. Where the client can prove that the information was already in his possession at the time it was provided by the entrepreneur.
c. That the client has received from a third party, whereby this third party was entitled to provide this information to the client.
d. Which is made public by the client on the basis of a legal obligation
3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 23: Penalty for violation of confidentiality obligation or intellectual property rights

1. If the client violates the article of these general terms and conditions regarding confidentiality or intellectual property, the client will forfeit an immediately due fine of € 1500.00 for each violation and an additional amount of € 250.00 for each day that the violation continues. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Nor does any form of damage have to be involved.
2. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of the entrepreneur, including his right to claim damages in addition to the fine.

Article 24: Applicable law and competent court

1. This agreement between entrepreneur and client is exclusively governed by Dutch law. The Dutch government court has jurisdiction.
2. If one or more provisions of these terms and conditions are deemed to be unreasonably onerous in legal proceedings, the remaining provisions shall remain in full force.

Article 25: Warranty

1. The guarantee on a new tiled roof and bitumen roof is 10 years. Only if damage/leaks occur due to overdue maintenance or adjustments not carried out by us, the guarantee expires. Think of a tiled roof; the installation of solar panels, solar boilers or other persons carrying out work on the roof.
With a bitumen roof you can think of vegetation on the roof covering (if there is special roof covering on it that has been removed for that purpose and installed by us, there is of course a guarantee on it!) as well as the installation of solar panels and/or solar boilers or other work by other people who have been on the roof.
2. Minor repairs are covered by a 2-year warranty.
3. In the case of leak repairs and emergency repairs, we cannot provide a guarantee if the roof has not previously been replaced in its entirety by us.
4. The warranty is not transferable to another party upon sale.