Terms and conditions

1. General

1.1 These terms and conditions apply to every offer, quotation and all agreements, regardless of their name, with AMENDIX, established by H.P.L. Muijsers under Dutch law, registered in the Trade Register of the Chamber of Commerce under number 93690800, hereinafter also referred to as AMENDIX, and a client/principal, hereinafter also referred to as CLIENT, to the extent that the Parties (AMENDIX and CLIENT) have not expressly and in writing deviated from these terms and conditions.

1.2 These terms and conditions also apply to agreements with AMENDIX, for the performance of which AMENDIX must engage third parties, as well as to employees, interns, or partners of AMENDIX.

1.3 The applicability of any purchasing or other terms and conditions of CLIENT is explicitly rejected.

1.4 If one or more provisions in these general terms and conditions are null and void or annulled at any time, in whole or in part, the remaining provisions of these general terms and conditions will remain fully applicable.

1.5 If there is any ambiguity regarding the interpretation of these general terms and conditions, the interpretation must be based on the nature of these provisions.

1.6 If AMENDIX does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that AMENDIX in any way loses the right to require strict compliance.

 

2. Quotations, Offers

2.1 All quotations and offers from AMENDIX are non-binding, unless a term for acceptance is specified in the quotation. AMENDIX cannot be held to its quotations or offers if the CLIENT could reasonably understand that these quotations or offers contain an obvious error or typographical error.

2.2 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.

2.3 A composite price quote does not obligate AMENDIX to perform part of the assignment for a corresponding portion of the quoted price. Offers or quotations do not automatically apply to future assignments.

 

3. Contract Duration, Execution Times, Execution/Amendment, Price Increase

3.1 The agreement between AMENDIX and the CLIENT is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the Parties expressly agree otherwise in writing.

3.2 If a deadline has been agreed or specified for the performance of certain work, this is never a strict deadline. If a deadline is exceeded, the CLIENT must notify AMENDIX in writing of the default. AMENDIX must be given a reasonable period to still perform the agreement.

3.3 AMENDIX will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This will be based on the knowledge level at that time. AMENDIX expressly stipulates a best-efforts obligation and not an obligation to guarantee a result.

3.4 AMENDIX has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded. When engaging third parties, AMENDIX will consult with the CLIENT as much as possible. AMENDIX is not liable for the third parties engaged.

3.5 AMENDIX is entitled to execute the agreement in phases and to invoice the completed phases separately.

3.6 CLIENT shall ensure that all data that AMENDIX indicates is necessary or that the CLIENT reasonably should understand is necessary for the execution of the agreement is provided to AMENDIX in a timely manner. If the data required for the execution of the agreement is not provided to AMENDIX in a timely manner, AMENDIX has the right to suspend the execution of the agreement and/or charge the additional costs resulting from the delay to the CLIENT at the then customary rates. The performance period will not commence until the CLIENT has provided the data to AMENDIX. AMENDIX is not liable for any damage of any nature whatsoever resulting from AMENDIX's reliance on incorrect and/or incomplete data provided by the CLIENT.

3.7 If during the performance of the agreement, it becomes apparent that it needs to be amended or supplemented for proper performance, the Parties will amend the agreement in a timely manner and in mutual consultation. AMENDIX may refuse a request to amend the agreement without defaulting.

3.8 If the agreement is amended, including any supplement, AMENDIX is entitled to implement it only after approval has been obtained from the authorized person(s) within AMENDIX and the CLIENT has agreed to the price and other conditions specified for the implementation, including the time at which the implementation will take place. Failure to implement the amended agreement, or failure to implement it immediately, does not constitute a breach of contract by AMENDIX and does not constitute grounds for the CLIENT to terminate or cancel the agreement.

3.9 Unless otherwise agreed, AMENDIX's fee is determined based on the number of hours spent on the assignment, multiplied by the established hourly rate. AMENDIX may request an advance payment and suspend its work until this advance payment has been received. If AMENDIX agrees to a fixed fee or price with the CLIENT, AMENDIX is nevertheless entitled to increase this fee or price at any time, without the CLIENT being entitled to terminate the agreement for that reason, if the price increase results from a requirement or obligation under law or regulations, or is caused by a wage increase, or on other grounds that were not reasonably foreseeable at the time the agreement was entered into.

 

4. Suspension, Termination, Interim Termination

4.1 AMENDIX is authorized to suspend the fulfillment of its obligations or to terminate the agreement if the CLIENT fails to fulfill its obligations under the agreement, fails to fulfill them in full, or fails to fulfill them on time; if circumstances come to AMENDIX's attention after the conclusion of the agreement that give it good reason to fear that the CLIENT will not fulfill its obligations; if the CLIENT was requested, upon conclusion of the agreement, to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; or if, due to the delay on the CLIENT's part, AMENDIX can no longer be expected to fulfill the agreement under the originally agreed conditions.

4.2 Furthermore, AMENDIX is authorized to terminate the agreement if circumstances arise that are of such a nature that AMENDIX cannot reasonably be expected to maintain the agreement unchanged.

4.3 If AMENDIX suspends or terminates the agreement, AMENDIX is in no way obligated to compensate for any damage or costs incurred as a result.

4.4 If the termination is attributable to the CLIENT, AMENDIX is entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.

4.5 If the agreement is terminated prematurely by AMENDIX, AMENDIX will, in consultation with the CLIENT, ensure that any work still to be performed is transferred to third parties, unless the termination is attributable to the CLIENT. If the transfer of the work entails additional costs for AMENDIX, these will be charged to the CLIENT. The CLIENT is obligated to pay these costs within the specified period, unless AMENDIX indicates otherwise. If the CLIENT cancels an agreement, the work performed and the working hours reserved for the performance of the agreement will be charged to the CLIENT in full.

4.6 In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure, debt restructuring or any other circumstance as a result of which the CLIENT can no longer freely dispose of its assets, AMENDIX is entitled to terminate or cancel the agreement with immediate effect, without any obligation on its part to pay any damages or compensation. In that case, AMENDIX's claims against the CLIENT shall become immediately due and payable.

 

5. Force Majeure

5.1 AMENDIX is not obligated to fulfill any obligation towards the CLIENT if it is prevented from doing so as a result of a circumstance beyond its control and for which AMENDIX is not responsible under the law, a legal act, or generally accepted principles.

5.2 If AMENDIX has partially fulfilled its obligations under the agreement at the time the force majeure occurs or if it will be able to fulfill them, AMENDIX is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The CLIENT is obligated to pay this invoice as if it were a separate agreement.

 

6. Payment and Collection Costs

6.1 Payment must always be made within 14 days of the invoice date, unless AMENDIX indicates otherwise in writing. AMENDIX is entitled to issue periodic invoices.

6.2 If the CLIENT fails to pay an invoice on time, the CLIENT will be in default by operation of law. The CLIENT will then owe statutory interest. The interest will be calculated from the moment the CLIENT is in default until the moment the full amount due is paid.

6.3 AMENDIX has the right to process payments made by the CLIENT as follows: first, to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal amount and the accrued interest.

6.4 The CLIENT is never entitled to offset any amount owed by the CLIENT to AMENDIX. Objections to the amount of an invoice do not suspend the payment obligation. A CLIENT who is not entitled to invoke Articles 6:231 through 6:247 of the Dutch Civil Code is also not entitled to suspend payment of an invoice for any other reason.

6.5 If the CLIENT is in default or fails to fulfill its obligations (on time), all legal and enforcement costs may be recovered from the CLIENT. The CLIENT will also owe interest on the collection costs owed.

6.6 If an assignment is placed by multiple persons, each of them is jointly and severally liable for payment of AMENDIX's invoice. If the assignment is placed by a natural person on behalf of a legal entity, the assignment is deemed to have been placed by the natural person as well.

 

7. Retention of Title

7.1 The goods delivered by AMENDIX under the agreement remain the property of AMENDIX until the CLIENT has properly fulfilled all obligations arising from the agreement(s) concluded with AMENDIX.

 

8. Warranties, Inspection

8.1 The services to be provided by AMENDIX meet the usual requirements and standards that can reasonably be expected of them at the time of delivery and for which they are intended for normal use in the Netherlands. When used outside the Netherlands, the CLIENT must verify its suitability for use there and meet the applicable conditions.

8.2 The CLIENT is obligated to inspect the delivered goods immediately upon their availability or completion of the relevant work. The CLIENT must also examine whether the quality and/or quantity of the delivered goods corresponds to the agreement and meets the requirements agreed upon by the Parties. Any defects must be reported to AMENDIX in writing.

 

9. Liability, Indemnification

9.1 AMENDIX is not liable for damage of any nature arising from AMENDIX's reliance on incorrect and/or incomplete information provided by or on behalf of the CLIENT.

9.2 If AMENDIX is liable for any damage, AMENDIX's liability is limited to a maximum of twice the invoice value of the order, or at least to that portion of the order to which the liability relates. AMENDIX's liability is in any case limited to the amount of the payment from its insurer, if applicable.

9.3 AMENDIX is only liable for direct damage. AMENDIX is never liable for indirect damage, including consequential damage, lost profits, lost savings, and damage due to business interruption.

9.4 CLIENT indemnifies AMENDIX against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than AMENDIX. All costs and damages incurred by AMENDIX and third parties as a result thereof shall be borne entirely by CLIENT.

 

10. Intellectual Property

10.1 AMENDIX reserves the rights and powers to which AMENDIX is entitled under the Copyright Act and other intellectual property laws and regulations. AMENDIX has the right to use the knowledge it has acquired through the performance of an agreement for other purposes, provided that no strictly confidential information of the CLIENT is disclosed to third parties.

 

11. Applicable law, disputes

11.1 All legal relationships in which AMENDIX is a participant are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the participant involved in the legal relationship resides there.

11.2 The Parties will only appeal to the court after they have made every effort to settle a dispute amicably.