General conditions
Definitions:
"ARBO SUPPORT": the private company with limited liability Arbo Support bv, whose registered office is in Spijkenisse, as well as all legal persons associated with ARBO SUPPORT through a share ownership structure;B: "other party": any entity that is commercially active and with whom ARBO SUPPORT has, or has had, contact.
C: Employee: an employee of ARBO SUPPORT, or a person under a any other type of agreement, who carries out activities at a third party for, or on behalf of, ARBO SUPPORT.
Article 1:
1: All offers of ARBO SUPPORT, all orders accepted by ARBO SUPPORT, all activities carried out by ARBO SUPPORT, and all agreements to which ARBO SUPPORT is either directly or indirectly a party shall be exclusively subject to these general conditions, unless otherwise is agreed in writing.
2: If any provision of these general conditions is declared invalid or nullified, the other provisions of these general conditions will nonetheless remain in force and the parties will enter into consultations to agree a new provision to replace that provision declared invalid or nullified where the object and purport of the invalid or nullified provision is followed as closely as possible.
Article 2:
1: The offers of ARBO SUPPORT shall always be made in writing and are without obligation. The offers are based on the information provided by the other party at the time the offer was made. The offers shall be valid for two weeks unless otherwise is stated in the offer.
2: If an offer of ARBO SUPPORT is accepted, ARBO SUPPORT has the right to wholly or partially withdraw its offer within 2 days after the receipt of this acceptance.
3: All offers made to ARBO SUPPORT shall be irrevocable for a period of 4 weeks commencing the first day after such have been received by ARBO SUPPORT.
Article 3:
ARBO SUPPORT cannot be held liable for any damages as a result of force majeure during the activities. Force majeure includes - but is not limited to - any foreseen or unforeseen external cause beyond the control of ARBO SUPPORT or the employee working for ARBO SUPPORT, which prevents ARBO SUPPORT or its employee from being able to fulfil the obligations towards the other party.
Article 4:
1: Payments to ARBO SUPPORT must be made within 30 days after the invoice date.
2: ARBO SUPPORT is at all times entitled to demand full or partial payment in advance and/or to be given any other type of security for payment.
3: Complaints about and/or objections to invoices and/or services provided must be made in writing to ARBO SUPPORT within two weeks after receipt of the supplied service and/or invoice, in default of which all rights of the other party to invoke a fault or defect in that supplied, or to dispute the indebtedness of the invoice, shall become null and void.
4: The other party waives all right to suspend performance or right of discount and/or settlement of reciprocally owed amounts. Claims of the other party against ARBO SUPPORT shall not suspend its payment obligations.
5: If the other party does not pay the amount owed in accordance with that provided for above, it shall be in default without any notice of default being required. As soon as the other party has defaulted on any payment, all the other claims of ARBO SUPPORT against the other party shall be payable, and default shall also commence immediately with regard to those claims without any notice of default being required.
6: The other party shall owe statutory interest on the amount owed as of the date on which default commences.
7: In the event the other party is in default, the other party shall owe all judicial and extrajudicial costs which ARBO SUPPORT has to incur in order to recover that still owed to ARBO SUPPORT, which costs shall be set at 15% of the outstanding amount, with a minimum of € 250.
8: Notwithstanding that provided for above, in the event of liquidation, bankruptcy or suspension of payments, breach of contract, or attachments levied on/against the other party, all amounts owed by the other party shall become immediately payable.
Article 5:
1: ARBO SUPPORT is not liable for damages resulting from, or in connection with, the supply and the use of the goods and/or services supplied, on any grounds whatsoever, thus including, but not limited to, material and immaterial damages, loss of profits, incurred costs, consequential damages etc. The above does not apply in the event of deliberate acts or reckless behaviour of ARBO SUPPORT.
2: Notwithstanding that provided for in paragraph 1 of this article, insofar as ARBO SUPPORT is liable, this liability shall be limited to the amount that ARBO SUPPORT has received from the other party as payment for work carried out.
3: Complaints and/or objections about damages suffered must be submitted in writing to ARBO SUPPORT within two months after the damages could reasonably have been discovered, in default of which all rights of the other party to claim compensation for damages shall become null and void.
4: The other party indemnifies ARBO SUPPORT against all (legal) demands and claims of third parties directly or indirectly connected with the supply and the use of the goods and/or services supplied.
Article 6:
In the event of
1(imminent) bankruptcy of the other party
2suspension of payments of the other party, provisional or otherwise
3attributable shortcomings on the part of the other party
4an attachment made by a third party against the other party
ARBO SUPPORT shall be entitled to dissolve an agreement with the other party with immediate effect by way of a written notification, and all claims that ARBO SUPPORT has against the other party at that time, or shall have thereafter, shall be immediately payable.
Article 7:
The other party is not permitted to employ a (former) employee of ARBO SUPPORT for a period of one year after the end of the employee’s service with/on behalf of ARBO SUPPORT, nor otherwise to make use of his/her services, directly or indirectly, paid or unpaid, either as an employee or as a self-employed person. Any breach of the provisions stipulated in the preceding sentence will result in other party being liable to pay ARBO SUPPORT an immediate fine of € 100,000.00 (in writing: one hundred thousand Euros), without prejudice to the other party's obligation to pay compensation for the actual loss suffered by ARBO SUPPORT.
Article 8:
Deadlines which ARBO SUPPORT is bound by towards the other party shall not be "fixed and final deadlines", which is to say the mere expiry of such a deadline does not mean ARBO SUPPORT is automatically in default. A separate written notice of default is required for such.
Article 9:
If after the agreement has been concluded circumstances arise which lead to an increase of factors on which ARBO SUPPORT has based the price agreed with the other party and/or the tariff agreed with the other party, ARBO SUPPORT is entitled to increase this price and/or this tariff accordingly.
Article 10:
If the services delivered and/or to be delivered by ARBO SUPPORT consist of (organising) training programmes and/or (organising) instruction of persons and/or groups of persons designated by the other party, in addition to the other conditions detailed here, the following shall also apply:
1: If one or more of these persons is unable to participate in the relevant training programme, or a part of such, then the other party shall nonetheless be obligated to pay the agreed fee in full to ARBO SUPPORT.
2: Cancellation is possible on the condition such is notified in writing. No costs will be charged for cancellations up to two weeks before the commencement of the training programme. For cancellations within two weeks before the commencement of the training programme, 50% of the agreed fee will be owed.
3: ARBO SUPPORT has the right to cancel a training programme in the event of insufficient interest, and to change a programme if circumstances give cause for such.
Article 11:
In the event of illness or absence of an employee seconded by ARBO SUPPORT, ARBO SUPPORT has the option to second another employee in his/her place subject to the condition that this new employee has sufficient knowledge and skills to perform the relevant activities.
Article 12:
All legal relationships and disputes involving ARBO SUPPORT are exclusively governed by Dutch law. All disputes involving ARBO SUPPORT will only be submitted to the competent court in Rotterdam.