General Terms and Conditions – Philippe-Auguste
Article 1. Definitions
The following definitions apply in these terms and conditions:
Philippe-Auguste
Baljuwstraat 12
2241 BS Wassenaar
Chamber of Commerce number: 76005615
Client:
the other party of Philippe-Auguste
Article 2. Applicability of these conditions
1. These conditions apply to every quotation and every contract between Philippe-Auguste and a client to which Philippe-Auguste has declared these conditions applicable, insofar as the parties have not explicitly deviated from these conditions in writing.
2. The present terms and conditions also apply to all contracts with Philippe-Auguste, for the implementation of which third parties must be involved.
Article 3. Quotations
1. All our quotations are without obligation, unless a time period for acceptance is stated in the quotation.
2. The quotations made by Philippe-Auguste are without obligation; they are valid for 30 days, unless stated otherwise. Philippe-Auguste is only bound by quotations if the acceptance thereof is confirmed in writing by the other party within 30 days from the date of the quotation.
3. The prices in the quotations mentioned are exclusive of VAT, unless stated otherwise.
Article 4. Call-out charges
Philippe-Auguste does not charge call-out costs, but has, as starting time, the time of departure from the above business address.
Article 5. Execution of the contract
1. Philippe-Auguste will execute the contract to the best of its knowledge and abilities.
2. If and insofar as the proper execution of the contract requires, Philippe-Auguste has the right to have certain work done by third parties and to inform the client of this.
3. The client ensures that all data, of which Philippe-Auguste indicates that they are necessary or which the client should reasonably understand to be necessary for the execution of the contract, is provided to Philippe-Auguste in a timely manner. If the information required for the implementation of the contract has not been provided to Philippe-Auguste in time, Philippe-Auguste has the right to suspend the implementation of the contract and / or charge the extra costs at the standard rates to the client.
4. Philippe-Auguste is not liable for damage of whatever nature caused by Philippe-Auguste based on incorrect and / or incomplete information provided by the client, unless he should have been aware of this inaccuracy or incompleteness.
5. If it has been agreed that the contract will be executed in phases, Philippe-Auguste can suspend the implementation of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.
Article 6. Contract duration; execution time
1. The contract is entered into for an indefinite period of time, unless the parties expressly agree otherwise in writing.
2. If a period has been agreed for the completion of certain activities/work within the term of the contract, this is never a strict deadline. If the performance period is exceeded, the client must therefore give Philippe-Auguste written notice of default.
Article 7. Amendment of the contract
1. If during the execution of the contract it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the contract in a timely manner and by mutual consent.
2. If the parties agree that the contract will be amended or supplemented, the time of completion of the implementation may be affected. Philippe-Auguste will inform the client of this as soon as possible.
3. If the change or supplement to the contract has financial and / or qualitative consequences, Philippe-Auguste will inform the client about this in advance.
4. If a fixed fee has been agreed upon, Philippe-Auguste will indicate to what extent the change or supplement to the contract will result in this fee being exceeded.
Article 8. Confidentiality
Both parties are obliged to maintain the confidentiality of all information that they have received from each other, or from another source, in the context of their contract. Information is considered confidential, if this is stated by the other party to be so, or if the nature of the information results in it being confidential.
Article 9. Intellectual property
1. Without prejudice to the provisions of Article 7 of these terms and conditions, Philippe-Auguste reserves the rights and powers that accrue to it under the Copyright Act.
2. All documents provided by Philippe-Auguste, such as reports, advice, designs, sketches, drawings, software, etc. are exclusively intended for use by the client and may not be reproduced by him without prior permission from Philippe-Auguste, made public or brought to the attention of third parties.
3. Philippe-Auguste also reserves the right to use the knowledge gained as a result of the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.
Article 10. Cancellation
Both parties can cancel the contract in writing at any time. In that case, the parties must observe a notice of cancellation period of at least 1 month.
Article 11. Termination of the contract
1. The claims of Philippe-Auguste on the client are immediately claimable in the following cases:
• (i) circumstances that have come to the attention of Philippe-Auguste after the conclusion of the contract give Philippe-Auguste good reason to fear that the client will not fulfill his obligations;
• (ii) if Philippe-Auguste has asked the client at the conclusion of the contract to provide security for compliance at the workplace and this security is not provided or is insufficient.
2. In the aforementioned cases, Philippe-Auguste is authorized to suspend further performance of the contract, or to terminate the contract, without prejudice to Philippe-Auguste’s right to claim damages.
Article 12. Defects; complaint periods
1. Complaints about the work performed must be reported in writing by the client to Philippe-Auguste within 8 days after discovery, but at the latest within 14 days after publication or delivery of the relevant work.
2. If a complaint is justified, Philippe-Auguste will still perform the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known in writing by the client.
3. If it is no longer possible or useful to provide the agreed services, Philippe-Auguste will only be liable within the limits of Article 15.
Article 13. Fee
1. Paragraphs 2, 5 and 6 of this article apply to quotations and contracts in which a fixed fee is offered or agreed. If no fixed fee is agreed upon, paragraphs 3 to 6 of this article apply.
2. The parties can agree a fixed fee upon the conclusion of the contract. The fixed fee does not include VAT.
3. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated in accordance with the usual hourly rates of Philippe-Auguste, valid for the period in which the work is performed, unless a different hourly rate has been agreed upon.
4. Any cost estimates are exclusive of VAT.
5. For orders with a duration of more than one month, the costs due will be charged periodically.
6. If Philippe-Auguste agrees a fixed fee or hourly rate with the client, Philippe-Auguste is nevertheless entitled to increase this fee or rate. Philippe-Auguste may pass on price increases if Philippe-Auguste can demonstrate that significant price changes have occurred between the time of offering and delivery with regard to, for example, wages.
Article 14. Payment
1. Payment must be made within 14 days after the invoice date, in a manner to be indicated by Philippe-Auguste and in the currency in which the invoice was made.
2. After the expiry of 14 days after the invoice date, the client is in default; from the moment of default, the client owes an interest of 1% per month on the claimable amount, unless the statutory interest is higher in which case the statutory interest applies.
3. In the event of liquidation, bankruptcy or suspension of payment of the client, the claims of Philippe-Auguste and the obligations of the client towards Philippe-Auguste will become immediately due and payable.
4. Payments made by the client are first and foremost intended to settle all interest and costs owed, and secondly to claim invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
Article 15. Collection costs
1. If the client is in default or in default with the fulfillment of one or more of its obligations, then all reasonable costs for obtaining settlement out of court will be borne by the client. In any case the client owes:
• (i) over the first € 3,000 15%
• (ii) on the excess up to € 6,000 10%
• (iii) on the excess up to € 15,000 8%
• (iv) on the excess up to € 60,000 5%
• (v) 3% over the excess
2. If Philippe-Auguste demonstrates that it has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
Article 16. Liability
1. If Philippe-Auguste is liable, then this liability is limited as follows:
• (i) The liability of Philippe-Auguste, insofar as it is covered by its liability insurance, is limited to the amount paid out by the insurer.
• (ii) If the insurer does not pay out in any case or damage is not covered by the insurance, the liability of Philippe-Auguste is limited to the invoice value of the assignment, at least that part of the assignment to which the liability relates.
• (iii) Contrary to what is stipulated above in paragraph 2 of this article, in the case of an assignment with a duration of more than six months, liability is further limited to the fee part due over the last six months.
• (iv) Philippe-Auguste is never liable for consequential damage.
• (v) Philippe-Auguste is never liable for damage caused by (temporary) malfunctioning of data communication on (parts of) the so-called world wide web (www).
Article 17. Force majeure
1. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which Philippe-Auguste cannot exert influence, but as a result of which Philippe-Auguste is unable to fulfill its obligations. This also includes the non-(optimal) functioning of (parts of) the so-called world wide web (www).
2. Philippe-Auguste also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Philippe-Auguste should have fulfilled his obligation.
3. The obligations of Philippe-Auguste are suspended during force majeure. If the period during which force majeure Philippe-Auguste is unable to fulfill its obligations lasts longer than 2 months, both parties are entitled to terminate the contract without there being any obligation to pay compensation.
4. If Philippe-Auguste has already partially fulfilled its obligations upon commencement of the force majeure, or can only partially meet its obligations, it is entitled to separately invoice the already executed or executable part and the client is obliged to settle this invoice as it concerned a separate contract. However, this does not apply if the already executed or executable part has no independent value.
Article 18. Dispute Resolution
The court in the place of residence of Philippe-Auguste has exclusive jurisdiction to hear disputes, unless the sub-district court has jurisdiction. Nevertheless, Philippe-Auguste has the right to sue the other party before the competent court according to the law.
Article 19. Applicable law
Dutch law applies to every contract between Philippe-Auguste and the client.
Article 20. Location of the conditions
The General Terms and Conditions can be found on the website.
Philippe-Auguste 