Hoogendoorn logo

Article 1 Applicability

  1. These terms and conditions apply to all agreements and tenders originating from the contractor, regardless of whether the contract was obtained by competitive bidding or otherwise.
  2. The CBM member using these terms and conditions is referred to as contractor. The other party shall be referred to as client.
  3. The general (registration) conditions used by the client shall not apply unless expressly accepted in writing by the contractor.

Article 2 Quotations

  1. All quoted prices are net, exclusive of sales tax, and are based on execution during normal working hours. A quotation shall be binding on the Contractor only if expressly stated in writing. A quotation that is binding on the Contractor under the provisions herein shall expire after 30 days from the date of quotation.
  2. If the Client provides the Contractor with data, drawings and the like, the Contractor may assume the accuracy and completeness thereof and shall base its offer thereon.
  3. The Contractor shall be entitled to pass on to the Principal any increases in wages, raw material prices, transport costs, exchange rates, insurance premiums and government levies (in particular taxes) in respect of those activities and/or (parts of) facilities to be assembled that have yet to be performed and/or delivered by the Contractor at the time such increases take effect.
  4. The contractor reserves the right to make minor changes in construction, insofar as this does not substantially alter the work. Subject to the provisions of paragraph 3 of this article, the prices quoted shall be fixed for the duration of the work, unless indexation has been agreed upon. If indexation has been agreed upon, it shall be based on the price index figure, series for domestic production of the CBS, unless otherwise agreed upon.

Article 3 Intellectual property rights

  1. Unless otherwise agreed in writing, the Contractor shall retain the copyrights and all other intellectual property rights to the designs, illustrations, drawings, sketches and/or quotations provided by the Contractor.
  2. No drawings, designs, illustrations, sketches and/or quotations provided by the contractor may be copied, shown to third parties or otherwise used without the contractor’s written consent.
  3. Drawings, designs, illustrations, sketches and/or quotations provided by the contractor shall be returned to the contractor immediately, if no order is awarded to the contractor.
  4. The client acting in violation of the provisions of paragraphs 2 and 3 of this article shall owe a penalty of ten percent of the amount quoted. By payment of this penalty, ownership and copyright shall not pass.

Article 4 Assignment confirmation

  1. The agreement between the Contractor and the Client shall be confirmed in writing by the Contractor, which confirmation shall constitute full proof.
  2. Amendments to the agreement and deviation from these General Terms and Conditions will only apply if agreed upon in writing between the contractor and the client.

Article 5 Scope of work

  1. The Client must ensure that all permits, exemptions and other decisions necessary to perform the Work are obtained in a timely manner. The Client shall be obliged to send the Contractor a copy of the aforementioned documents at the Contractor’s first request, unless otherwise agreed in writing.
  2. Unless otherwise agreed in writing, the price of the work does not include:
    1. The cost of earthwork, piling, cutting, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repairs, or other construction work of any kind;
    2. The cost of connecting gas, water, electricity or other infrastructure facilities;
    3. The cost of preventing or mitigating damage to items on or near the work;
    4. The cost of disposal of materials, construction materials or waste.

Article 6 Additional and less work

  1. All changes in the contract shall be due if more costs arise therefrom as additional work and to the extent less costs arise therefrom as less work.
  2. Additional and less work, regardless of the obligation to pay the principal sum, will be settled on an equitable basis.

Article 7 Performance of the work

Unless otherwise agreed in writing, the client is obliged, under penalty of compensation for damages and costs:

  1. that the place, where the items, materials and/or tools to be assembled are to be stored or where the delivery is to take place, is such that damage, in whatever form and by whatever means, or theft cannot take place;
  2. that access to the place, where the delivery and/or assembly must take place, is unobstructed and sufficient and further all cooperation is given to make a smooth delivery, assembly and/or finishing possible;
  3. That, if a hoist, elevator or other means of transportation is to be used, it shall be provided with controls by and at the expense of the client. The instrument to be used must comply with the government regulations in force at the time of use. Damage thereby incurred shall be borne by the client, unless the contractor’s fault has been established;
  4. that (sub)floors are free of lime, cement and dirt residues and loose parts, if necessary, unless otherwise agreed in writing, are completely flat and level and are made available broom clean;
  5. That in the room, in which work is to be performed, electricity, adequate ventilation, water and, if necessary, heating is provided;
  6. that, if others are also required to perform work in the space in question, such others and the contractor can perform their work unhindered when performed simultaneously;
  7. That, in the case of remodeling and/or renewal of the interior, the premises will be closed to the public while the work is being performed.

Article 8 Delivery time

  1. The delivery period shall commence as soon as the contract is established and all data necessary for the commencement of performance of the work are in the possession of the contractor. The customer must inform the contractor in a timely manner of all data and choice provisions necessary for the progress of the work.
  2. The specified delivery deadlines are not to be regarded as deadlines. By the mere exceeding of this term, the contractor is therefore not in default by operation of law and the client cannot proceed to dissolve the agreement. The contractor must first be given notice of default for this purpose.

Article 9 Risk and storage

  1. Unless otherwise agreed in writing, the risk of the items, materials and work performed shall pass to the client from the time they are delivered to the destination or from the time the work is commenced.
  2. If, through no fault of the contractor, the delivery cannot be made in time, the goods shall be stored at the client’s expense and risk.
  3. If any term of payment is exceeded, the contractor shall be entitled to store the goods at the client’s expense and risk and to postpone the first delivery until all due installments shall have been paid.

Article 10 Retention of title and quiet pledge

  1. All items brought on or near the work shall remain the property of the contractor until the client has fully met his payment obligations, including those for additional work, extra costs and interim price increases.
  2. The goods shall additionally be delivered encumbered with an undisclosed pledge in favor of the Contractor. The Client undertakes to cooperate with the legal establishment requirements of the silent lien, as soon as the Contractor, the Client so requests.
  3. These liens shall serve as additional security for the payment of all sums due to the Contractor from the Client on whatever account.
  4. Any intervention by third parties must be communicated immediately by the client. Costs and/or losses arising from failure to notify immediately shall be borne by the client.

Article 11 Payment

  1. Unless the parties agree otherwise in writing, the following payment arrangement shall apply:
    30% upon order
    30% upon commencement of work
    30% upon commencement of assembly
    10% upon completion of assembly or commissioning prior to completion of assembly.
  2. On the fourth payment, the principal may retain 5% of the principal sum as security for the guarantee referred to in Article 16 paragraph 1 and for any minor points of completion. This retained amount shall be due and payable as soon as the contractor shall have fulfilled said obligation of guarantee.
  3. If the execution of the order is delayed at the request of the client, or because the client fails to fulfill his obligations or does not enable the contractor to complete the work on time, or to perform the work required for that purpose, the contractor shall be entitled to demand payment of the instalments that have not yet been paid at the times at which these instalments would have become due and payable if the order had been executed normally. If as a result of the delay the contractor must store completed goods, the contractor shall be entitled to charge storage costs.
  4. If client fails to pay no later than 14 days after the due date, client shall be in default without notice of default being required.
  5. From the due date, the client shall owe interest at a rate of 1% of the invoice amount for each month or portion of a month by which the due date is exceeded.
  6. By the mere conclusion of the agreement, the client is obliged to pay the extrajudicial collection costs, including administrative costs and the costs of legal assistance and advice prior to the proceedings. The extrajudicial collection costs are calculated as follows:
Principal (up to and including)Applicable percentageMaximum
€ 2.50015% on the principal amount€ 375
€ 5.000€ 375 plus 10% over the (principal amount – € 2,500€ 625
€ 10.000€ 625 plus 5% over the (principal – € 5,000)€ 875
€ 200.000€ 875 plus 1% over the (principal amount – € 10,000)€ 2.775
Above €200,000€ 2,775 plus 0.5% over the (principal – € 200,000)€ 6.775

The extrajudicial collection costs are a minimum of €40

Article 12 Responsibility for work

  1. The contractor shall be responsible for the proper performance of the work.
  2. The contractor accepts no responsibility for any design prepared by the client by a third party, including the specification of dimensions and materials given.
  3. In the case referred to in paragraph 2, the contractor shall be responsible only for the proper assembly and vouches for the soundness of the materials. However, this does not apply if a particular brand or treatment of materials has been prescribed by the client or third parties.
  4. If responsibility for the design is transferred by the client to the contractor, this must be expressly agreed in writing.
  5. If the client makes materials or parts available for further processing or assembly, the contractor shall be responsible for proper processing and assembly, but never for the materials or parts themselves.

Article 13 Limitation of liability

  1. Contractor’s liability for damages caused by defects in the deliverable shall be limited to the net invoice amount of the deliverable.
  2. The contractor shall not be liable for indirect damages including third-party damages or loss of profits.
  3. The contractor shall not be liable for damage related to (the defectiveness of) constructions or materials prescribed by the client, or material or share in the work supplied by the client or on his instructions by third parties
  4. In the case referred to in paragraph 3, the client shall completely indemnify the contractor against all claims for compensation for damage by the contractor’s personnel and/or third parties, including damage from or resulting from product liability.

Article 14 Dissolution

  1. If the client does not, does not timely or does not properly fulfil any obligations arising for him from any agreement entered into with the contractor, as well as in case of bankruptcy or suspension of payment of the client or in case of shutting down or liquidation of his company, he will be deemed to be in default by operation of law without notice of default being required. The Contractor shall then be entitled to dissolve the agreements existing between it and the Client insofar as they have not yet been performed without judicial intervention and to claim from the Client payment for the work already performed and/or deliveries already made, as well as compensation for damages, costs and interest caused by the Client’s failure to perform and the dissolution of the agreement, including the Contractor’s lost profits.
  2. In the cases mentioned in paragraph 1, any claim which the contractor has against the principal shall be immediately due and payable.

Article 15 Non-attributable failure

  1. A non-attributable failure means circumstances that could not have been anticipated by the Contractor and are beyond its control.
  2. The Contractor is entitled to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its obligations due to a non-attributable failure.
  3. Non-attributable failure shall include the circumstance that Contractor’s suppliers and/or subcontractors fail to meet their obligations or fail to do so in a timely manner, weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, road blocks, strikes or work stoppages and import or trade restrictions.
  4. The Contractor is no longer authorized to suspend if the temporary impossibility of performance has lasted more than six months. The contract can only be dissolved after this period has expired and only for that part of the obligations that have not yet been fulfilled. In such a case, the parties shall not be entitled to compensation for damages suffered or to be suffered as a result of the dissolution.

Article 16 Warranty

  1. The Contractor guarantees the proper performance of the agreed performance for a period of three months after delivery or completion. For defects, which by their nature can only be discovered after a longer period of time, there is a warranty period of one year after the first delivery.
  2. Client may only invoke warranty after fulfilling all its obligations to Contractor.
  3. If partial completion of the work takes place, the warranty periods shall begin to run upon completion of these portions.
  4. Warranty applies only under normal use and only under normal conditions. This includes making sure there is sufficient moisture in the atmosphere, not exposing it to excessive humidity or dryness, cold, heat, etc.
  5. No warranty applies:
    1. For defects to which repairs have already been made by third parties.
    2. For materials and structures prescribed by the client or third parties.
    3. For glass, discoloration of wood and for minor color variations of wood and other materials.
    4. For normal wear and tear.
    5. In case of improper use.

Article 17 Advertising

The client may no longer invoke a defect in the performance of the contract if he has not complained in writing to the contractor within 7 days after he has discovered or reasonably should have discovered the defect, under a clear description of the detected defect.

Article 18 Disputes

  1. All offers, agreements and the performance thereof shall be governed exclusively by Dutch law.
  2. All disputes, insofar as they exceed the jurisdiction of the district court, shall be settled by the District Court in the district where the contractor is located.

Article 19 Final provision

These general quotation, delivery and payment conditions may be cited as “General quotation, delivery and payment conditions of the Interior Construction Section of Royal CBM” filed at the Registry of the District Court of North Holland in Haarlem dated September 4, 2018 under number 39/2018.

© 2019 - 2025 Hoogendoorn 1961 | Ontwikkeld door Altena Websites