GENERAL DELIVERY AND PAYMENT CONDITIONS OF KCM
Klinkhamer Conference Management BV, having its registered office in Maastricht, maintaining offices in
Maastricht at Duboisdomein 5D 01.
1. Definitions
1.
2.
3.
Customer means the person who gave the order.
Contractor means the person who accepted the order, in this case Klinkhamer Conference Management.
Assignment means all services which the contractor has provided or will provide to the customer.
1.
These general delivery and payment conditions regulate the legal relationship between the customer on
the one part and the contractor on the other. They form an integral part of the contract.
If the parties wish to deviate from any provision of these conditions in consultation, such must be
recorded in writing.
The general conditions apply to all quotes, offers, work, assignments and contracts between contractor
and customers or their legal successors. Standard conditions of the customer only apply if they have
been accepted by the contractor, with written confirmation.
If one or more of the provisions of these general conditions are void or nullified, the other provisions of
these general conditions apply in full. The contractor and customer will in such case enter into
consultation to agree new provisions to replace the void or nullified provisions, whereby if and insofar as
possible the purpose and the tenor of the original provision will be observed.
2. Validity
2.
3.
4.
3. Confidentiality
1.
2.
Both parties are subject to a duty of confidentiality with regard to all confidential information which
they have received from each other in the framework of their assignment or from another source.
Information is deemed confidential if the other party has stated such or such results from the nature of
the information.
In the event of breach of the provisions of Paragraph 1 of this article, in deviation from the provisions of
Article 7:650 Paragraph 3, Paragraph 4, Paragraph 5 of the Dutch Civil Code, the party in breach will
forfeit to the other party an immediately due penalty of € 5,000, in words five thousand euros, per
breach, without prejudice to the right of the other party to demand full compensation.
4. Offers, deliveries and payments
1.
2.
3.
4.
5.
6.
7.
All offers of the contractor are without commitment, unless explicitly otherwise agreed. The offers are
valid for a period of 30 days, unless otherwise indicated.
In the event of a composite price specification there is no obligation to effect part delivery for a
corresponding part of the price specified for the entirety.
Offers do not automatically apply to future assignments.
The assignment to the contractor must be laid down in writing and confirmed in a contract. The
confirmation must set out the estimated fee. If the assignment is only confirmed by the contractor and
the customer does not present a written objection thereto within eight days, the contents of this
confirmation will be binding on the parties.
Offers of the contractor are based on the information provided by the customer. The customer
guarantees that to the best of his knowledge he has provided all essential information for the set-up,
performance and completion of the assignment.
The customer must inform the contractor in due time and in writing of any desired changes in the
performance of the contract after the granting of the assignment. If the changes are given verbally or by
telephone then the risk relating to the implementation of the changes are at the customer's expense.
The customer accepts that the time planning of the assignment can be influenced if the parties decide in
the interim to change the approach, working method or scope of the assignment and the work ensuing
there from.
8.
9.
If due to actions of the customer interim changes occur in the performance of the assignment, the
customer will make the necessary adjustments in consultation with the customer. If this leads to
additional work, this will be charged to the customer as an additional assignment. The contractor is
entitled to charge the customer extra costs for changing the assignment.
In deviation from Paragraph 6 the contractor cannot charge any additional costs if the change or
addition to the assignment is the result of circumstances which can be attributed to the contractor.
5. Contract term and performance term
1.
2.
The assignment between the contractor and a customer is entered into for an open-ended period of
time, unless the contrary appears from the nature of the assignment or the parties explicitly agree
otherwise in writing.
If a time period is agreed for the completion of certain activities within the term of the assignment, time
will never be of the essence. In the event the time period for performance is exceeded, the customer
must give the contractor written notice of default.
6. Work carried out by third parties
1.
2.
3.
The customer hereby explicitly authorises the contractor to, if and insofar as the contractor deems such
necessary within the limits of the assignment given to him by the customer, instruct third parties to carry out
work at the customer's expense and risk.
The customer indemnifies the contractor against any claim which third parties might bring against the
contractor, with regard to costs, loss and interest, arising as a result of work which is carried out by third
parties via mediation of the contractor for the customer.
The contractor accepts no liability for the work carried out by third parties insofar as they enter into a
contract with the customer themselves.
7. Payment term
1.
2.
3.
4.
5.
6.
7.
8.
9.
If the parties have not agreed otherwise in writing, the contractor's rate will be determined on the basis of
an hourly rate.
Payment is to be effected without deduction of any discount and, unless otherwise agreed, within fourteen
days after the invoice date. In the event of late payment, the statutory interest will be charged over the
outstanding invoice amount as of the due date of the invoice until the date of full payment. Disagreement
regarding the invoice will not suspend the payment obligation.
The total agreed invoice amount can be paid to the contractor in instalments. These instalments and the
amounts will then be set out in the agreement.
The contractor's rate is exclusive of all costs, such as but not limited to secretarial work and telephone
costs. Travel time will be charged at 50% of the hourly rate. Travel and accommodation costs will be
invoiced in accordance with the agreements in the offer. With regard to all offers, only the time actually
put in will be charged and in the event of a threatened overrun of more than 5% of the offered amount,
invoicing will only take place after consultation with the customer.
Amounts are exclusive of VAT.
The contractor is entitled to demand security in advance with regard to the agreed amounts.
In the event the customer defaults on any payment, even after a reminder and demand, all costs, both
judicial and extrajudicial, relating to collection are at the customer's expense. The collection costs will be
calculated on the basis of the Preparatory Work Report II, sliding scale for collection costs.
If the contractor agrees an hourly rate with the customer, the contractor is nevertheless entitled to increase
this rate.
The contractor has the right, without prior written notice, as of 1 January of any calendar year to increase
the rate agreed in the offer by a maximum of the inflation percentage presented by the CBS in the preceding
year. If the increase is more than 10%, the customer is entitled to terminate the assignment contract subject
to the notice period set out in Article 12.
Page 2 of 5
8. Cancellation
1.
2.
The customer is entitled to cancel the assignment within a term of 8 days after granting the assignment. The
contractor must be given notice of such cancellation by recorded mail. After said period, or after receipt of
the order confirmation from the contractor, the customer is no longer entitled to cancel the assignment.
If the customer cancels the assignment in whole or in part, he is bound to compensate the contractor for all
costs made with an eye on the performance of this assignment up to that time (costs of preparation and the
like) and, if the contractor wishes such, to bear the expense of the materials intended for the performance of
the assignment for the prices which the contractor used in his calculation, all without prejudice to the
contractor's right to compensation for loss of profit, and of the other costs or expenses ensuing from the
cancellation in question.
9. Complaints
1.
2.
3.
4.
5.
6.
7.
Complaints must be lodged in writing within eight days after completion of the work, or the providing of the
agreed services.
The customer must enable the contractor to evaluate the complaint, before taking the goods into use.
The contractor's liability is limited to the invoiced amount as a maximum.
In the event of liability on the part of the contractor, without the contractor having any insurance for the
loss, the compensation and the liability will go no further than the (part of the) invoice amount of the agreed
(part) delivery.
Defects in a part of the services provided or work carried out do not give the right to cancel the entire
assignment, or to refuse to pay the invoice.
If possible the customer must enable the contractor to rectify the loss or shortcoming or to limit such by
means of a new delivery unless this can be proven to have become pointless for the customer. The
contractor must be informed thereof in writing.
Unless insured, the customer is not liable for consequential loss.
10. Acceptance
1.
2.
The customer will accept an executed assignment immediately after completion. Advisory services are
deemed to have been taken immediately.
The contractor reserves the right to complete a project within 3 to 6 months after completion of the
assignment. The contractor will inform the customer thereof in writing.
11. Claims
1.
2.
3.
4.
The contractor is not liable for inaccuracies in the assignment or instructions given to the contractor.
The contractor is never liable for a negative balance of the customer's assignment. The customer is and
remains financially responsible and liable for third parties.
The time which the assignment will take is only an estimate. Time is never to be deemed of the essence with
regard to terms, in the event of exceeding the time period the customer can never claim cancellation or
compensation unless the contractor knew or should have known that exceeding the time period would
cause insurmountable difficulties for the customer.
With regard to storage and use, processing of goods which were entrusted to the contractor by or on behalf
of the customer, the contractor must apply the same care which he applies to his own goods in this respect.
If the customer wants the risk covered, he must see to insurance himself.
12. Termination
1.
2.
3.
Both parties can unilaterally terminate the contract at any time subject to a notice period of 3 months.
Premature termination must be confirmed in writing, setting out the reasons therefore.
In the event of premature termination by the customer, the contractor is entitled to compensation for
the offered work, whereby the average monthly invoice up to that point is the base amount. The
preliminary results of the activities carried out up to that time will be made available to the customer
subject to reservation of rights.
Page 3 of 5
4.
5.
In the event of premature termination by the customer, upon request and in consultation with the
customer, the contractor will see to the transfer of activities still to be carried out to third parties.
If the transfer of the activities entails extra costs for the contractor, these will be charged to the
customer.
13. Suspension and dissolution
1.
2.
3.
4.
The contractor is entitled to suspend the performance of the obligations or dissolve the assignment:
a. If the customer does not perform the obligations under the assignment or does not perform such in
full;
b. If after making the assignment, circumstances which have come to the contractor's attention
provide good grounds for fearing that the customer will not perform the obligations. In the event
there are good grounds for fearing that the customer will only effect performance in part or will not
effect performance properly, the suspension will only be permitted insofar as the shortcoming
justifies such;
c. If when making the assignment the customer was asked to give security for the performance of his
obligations under the assignment and this security is not given or is insufficient;
d. In the event of liquidation, bankruptcy, attachment or moratorium on payment of the customer.
The contractor is furthermore entitled to dissolve the assignment if circumstances arise which are of
such nature that performance of the assignment is impossible or it would no longer be reasonable to
demand performance or if other circumstances arise which are of such nature that unaltered effecting
of the assignment cannot reasonably be expected.
If the assignment is dissolved, the contractor's claims on the customer will be immediately due. If the
contractor suspends the performance of the obligations, he will retain his claims under the law and the
assignment.
The contractor always reserves the right to claim compensation.
14. Force majeure
1.
2.
3.
4.
5.
The parties are not bound to perform any obligation if they are prevented from doing so as a result of a
circumstance which is not attributable to fault, nor which is deemed to be at their expense pursuant to
the law, a legally binding transaction or custom.
In these general conditions force majeure means, in addition to what such is understood to mean in the
law and jurisprudence, all external causes, foreseen or unforeseen, which are beyond the contractor's
control, but in consequence of which the contractor is not able to perform his obligations. This includes
work strikes in the contractor's business, illness and/or incapacity.
The contractor also has the right to claim force majeure if the circumstance which prevents (further)
performance occurs after the contractor should have performed his obligations.
During the period that the force majeure continues the parties can suspend the obligations under the
assignment. If this period lasts longer than two months, each of the parties is entitled to dissolve the
assignment, without any obligation to compensate the other party for loss.
Insofar as at the time the force majeure arose the contractor has already partly performed his
obligations under the assignment or will be able to do so, and the part which has been or will be
performed has an independent value, the contractor is entitled to invoice the part which has been or
will be performed separately. The customer is bound to pay this invoice as if it were an individual
assignment.
15. Copyright
1.
2.
3.
Without prejudice to the other provisions of these general conditions, the contractor reserves the rights
and powers to which the contractor is entitled on the basis of the Copyright Act.
Designs, methods and instruments which are developed and/or applied by the customer for the
performance of the assignment, are and remain the property of the contractor. Publication or other
forms of disclosure hereof is only possible after having obtained the contractor's written consent.
All documents furnished by the contractor, like reports, recommendations, assignments, designs,
sketches, drawings, software, etc. on behalf of the customer, are to be used by the customer and are to
Page 4 of 5
4.
be reproduced by the customer for the customer's own use in his own organisation. Without the
contractor's prior consent, the customer may not publish any of the documents furnished by the
contractor or copy or reproduce such for third parties, unless the contrary ensues from the nature of the
documents furnished.
The contractor reserves the right to use the knowledge acquired through the performance of the work
for other purposes, insofar as no confidential information has been made available to third parties in
this respect.
16. Return of goods which have been made available
1.
2.
If the contractor makes goods available to the customer in the performance of the assignment, the
customer is bound to return the goods made available within 14 days of the contractor's written request
in original condition, free of defects and in full. If the customer does not perform this obligation, all costs
ensuing there from are at his expense.
If a customer, for whatever reason, after a demand to this effect, continues to default on the
performance of the obligation set out under Paragraph 1, the contractor is entitled to recover the loss
and costs ensuing there from, including the costs of replacement, from the customer.
17. Deviating conditions
1.
2.
3.
If provisions or conditions occur in a confirmation from the contractor which are contrary to these delivery
and payment conditions, they cannot be acknowledged, unless these are explicitly accepted by the
contractor in writing.
In the event of concurrence of the uniform sales conditions used by the customer and these delivery
conditions, the contractor's delivery conditions will prevail.
During the assignment and up to two years after termination of an assignment, the customer is not
permitted to offer paid work to professionals who were involved in the performance of the assignment on
behalf of or through the contractor (on the basis of an employment relationship or otherwise). Breach of this
rule is subject to a penalty of € 10,000, in words: ten thousand euro’s, increased by € 250, in words: two
hundred and fifty euro’s per day that the breach continues.
18. Disputes and applicable law
1.
2.
All contracts between the customer and the contractor are exclusively governed by Dutch Law.
In the event of disputes ensuing from a contract entered into between the contractor and the customer, the
disputes will be brought before the competent Dutch court.
Page 5 of 5