General Terms and Conditions – Dakspecialist NL B.V.

These are the General Terms and Conditions of Dakspecialist Nederland for business and private contacts and contracts, with the exception of bituminous roofing works. For such works, the General Consumer Conditions of Vebidak shall apply.

Article 1. Applicability of these General Terms and Conditions

1.1. These General Terms and Conditions apply to all offers and to all agreements relating to the execution of work, maintenance, or the purchase and sale of goods by Dakspecialist Nederland B.V.

1.2. The assignment or order placed by the client shall constitute acceptance of these General Terms and Conditions, which are enclosed with every quotation.

1.3. Special provisions deviating from these General Terms and Conditions shall only be binding if agreed in writing.

Article 2. Offers

2.1. All offers and/or quotations are made without obligation, unless expressly stated otherwise.

2.2. Oral offers made by Dakspecialist Nederland or its subordinates shall not be binding unless confirmed by Dakspecialist Nederland in writing.

Article 3. Agreement

3.1. An agreement for the purchase and sale of goods shall only become binding for Dakspecialist Nederland after written or oral confirmation by Dakspecialist Nederland.

3.2. Every agreement entered into with us shall include the dissolving condition that sufficient creditworthiness of the client shall be demonstrated, solely at our discretion.

3.3. Information relating to the offered goods or services, such as properties, dimensions, weight, as well as information contained in brochures, drawings, images and the like provided by us with the offer, shall not be binding and is provided in good faith.
The client is obliged to ensure that such brochures, drawings, images and the like are neither copied nor made available to third parties, nor that their contents are disclosed to third parties.

3.4. If samples are provided by us with an offer or reference is made thereto, such samples are intended solely to provide an indication of the product to be supplied and shall not be decisive for the composition, colour and/or quality of the product to be delivered.

3.5. The risk of errors and/or inaccuracies in non-written orders and assignments shall be entirely borne by the client.

Article 4. General Terms and Conditions of Contracting Parties and/or Third Parties

4.1. Dakspecialist Nederland shall only accept the applicability of general terms and conditions of contracting parties and/or third parties if expressly agreed in writing.

4.2. Such general terms and conditions shall only apply under the aforementioned conditions and solely to the relevant transaction. Subsequent transactions shall not automatically be governed by such terms and conditions.

Article 5. Intellectual Property Rights

5.1. We reserve all intellectual property rights with regard to all designs, images, drawings, samples, specimens and models provided by us. Reproduction, disclosure or copying is only permitted with our express written consent.

5.2. The designs, images, drawings, samples, specimens and models referred to in paragraph 1 shall remain our inalienable property and must be returned immediately upon first request.

5.3. For each act performed in violation of this provision, the other party shall owe a fixed penalty of EUR 10,000, without prejudice to our right to claim additional damages pursuant to Article 94 paragraph 2 Book 6 of the Dutch Civil Code.

Article 6. Agreements with Personnel

Agreements or arrangements made with subordinate personnel of Dakspecialist Nederland shall not bind Dakspecialist Nederland unless confirmed by it in writing.
Subordinate personnel shall be understood to include all employees and staff members who do not hold power of attorney.

Article 7. Obligations of Dakspecialist Nederland

7.1. Dakspecialist Nederland shall be obliged to execute the assigned work in accordance with the provisions of the agreement.

7.2. Dakspecialist Nederland accepts the assignment subject to the condition that the permits and approvals required for the execution of the work are granted in a timely manner.

7.3. As soon as possible after acceptance of the assignment, Dakspecialist Nederland shall commence the work in consultation with the client.

Article 8. Obligations of the Client

8.1. The client shall ensure that Dakspecialist Nederland can timely dispose of:

the data and approvals required for the execution of the work, such as permits and exemptions, as indicated by Dakspecialist Nederland

the site, waterway or road on or in which the work is to be carried out

sufficient facilities for the supply, storage and removal of building materials, materials and tools

connection facilities for electrical machinery, lighting, heating, gas, compressed air, water and other energy required for the execution of the work

8.2. The client shall be obliged, without entitlement to compensation, to provide water, gas, electricity and storage space for materials if available at or near the work site.

8.3. If the client has reserved the supply of certain materials and/or the execution of certain parts of the work, the client shall be liable for untimely delivery or execution thereof.

8.4. If the commencement or progress of the work is delayed due to factors for which the client is responsible, the resulting damage and costs incurred by Dakspecialist Nederland may be charged to the client.

Article 9. Outsourcing of Work to Third Parties

The client authorises Dakspecialist Nederland to have the assignment executed by a third party designated by it at a time determined by Dakspecialist Nederland.
The client agrees to the transfer to third parties of all rights and obligations arising from the agreements concluded between the client and Dakspecialist Nederland.

Article 10. Additional Provisions Where Dakspecialist Nederland Acts as Principal

10.1. The contractor shall, upon first request, provide Dakspecialist Nederland with a written statement of all employees deployed or to be deployed in the execution of the work.

10.2. The contractor shall, upon first request, provide wage records of such employees for inspection and submit a written statement of the locations where work has been performed and the hours worked.

10.3. The contractor guarantees timely compliance with all obligations arising from social security legislation and wage tax legislation with respect to the employees referred to above.

10.4. The contractor shall, upon first request, provide Dakspecialist Nederland with the name and address of the relevant industry association, its wage tax number and proof of registration.

10.5. The contractor shall, upon first request, present statements regarding payment behaviour to the industry association and wage tax authorities, as required under the Chain Liability Act (Wet Ketenaansprakelijkheid).

10.6. The contractor must demonstrate to the satisfaction of Dakspecialist Nederland that it maintains proper administration with respect to social insurance premiums and wage tax.

10.7. Dakspecialist Nederland shall at all times be entitled to withhold social insurance premiums and wage tax from amounts payable and to remit these on behalf of the contractor.

10.8. Without prejudice to the foregoing, the contractor shall, upon first request, open a blocked G-account as referred to in the WKA.

10.9. The contractor is not authorised to have any part of the agreement performed by a third party without prior written consent.

10.10. If a third party is engaged, the agreement shall include provisions equivalent to this article.

10.11. Failure to comply shall result in an immediately payable penalty of 10% of the contract price, without prejudice to termination and damages.

Article 11. Liability

11.1. Dakspecialist Nederland shall not be liable for costs, damages or interest arising directly from force majeure or acts or omissions of the client or third parties.

11.2. Dakspecialist Nederland shall only be liable, to the extent covered by insurance, for damage caused by gross negligence.

11.3. This article also applies to additional work.

11.4. Dakspecialist Nederland shall never be liable for consequential or business damages.

11.5. Requirements imposed by authorities, subsidies, financing or unforeseen circumstances shall never constitute grounds for cancellation unless agreed in writing.

Article 12. Risk Limitation

12.1. Changes in wages or social legislation after assignment shall entitle both parties to settlement.

12.2. Interim material price increases shall be charged to the client.

Article 13. Additional and Reduced Work

13.1. The work includes only what has been agreed in writing.

13.2. Additional or reduced work shall be settled.

13.3. Costs incurred outside our fault may be charged.

13.4. Article 7:755 of the Dutch Civil Code is expressly excluded.

Article 14. Delivery Times

14.1. Delivery times are approximate.

14.2. Delivery times are based on absence of obstacles.

14.3. Delay shall never give rise to damages.

14.4. Uncollected goods are stored at the client’s risk.

Article 15. Force Majeure

Extraordinary circumstances including storms, natural disasters, strikes, war, transport disruptions, government measures and supplier failures shall constitute force majeure and release us from obligations without liability.

We may suspend, amend or terminate the agreement at our discretion.

Article 16. Complaints

16.1. Complaints must be submitted in writing within 8 days.

16.2. We must be given the opportunity to investigate complaints.

16.3. Remedies are limited to repair or compensation up to invoice value.

16.4. Complaints do not suspend payment obligations.

Article 17. Retention of Title

17.1. Goods remain our property until full payment.

17.2. This also applies to claims for damages, interest and costs.

17.3. We may reclaim goods in case of default, insolvency or seizure.

17.4. Disposal or encumbrance of goods is prohibited until payment is completed.

Article 18. Materials

18.1. Materials shall be of standard commercial quality.

18.2. Colour differences cannot be guaranteed.

18.3. Removed materials may accrue to Dakspecialist Nederland with fair settlement.

Article 19. Cancellation

19.1. Upon cancellation, the client must compensate purchased materials and pay 1/3 of the agreed price.

19.2. Full performance or damages may be claimed.

19.3. Violation results in a fixed penalty of EUR 10,000.

Article 20. Completion

20.1. Completion occurs upon notification or use.

20.2. Agreed dates are extended in case of force majeure.

Article 21. Breach and Termination

21.1. Default occurs without notice.

21.2. We may suspend or terminate the agreement.

21.3. Claims become immediately due in insolvency or similar situations.

Article 22. Payment

22.1. Payment within 30 days unless agreed otherwise.

22.2. Interest of 1.5% per month applies.

22.3. All judicial and extrajudicial costs are recoverable.

22.4. Extrajudicial costs amount to 15% with a minimum of EUR 225.

Article 23. Disputes

All disputes shall be submitted to the competent civil court at the place of residence or business of Dakspecialist Nederland, insofar as legally permitted.