1. These terms and conditions apply to every offer, quotation, and agreement between dewpbunker.nl, hereinafter referred to as “User”, and a Client to whom the User has declared these terms applicable, except insofar as these terms have been explicitly and mutually deviated from in writing by the parties.
2. These terms and conditions also apply to agreements with the User for the execution of which third parties must be involved by the User.
3. These general terms and conditions also apply to the employees and management of the User.
4. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
5. If one or more provisions of these general terms and conditions are at any time wholly or partially nullified or annulled, the remaining provisions shall remain fully in effect. The User and the Client shall then enter into consultations to agree upon new provisions to replace the nullified or annulled ones, taking into account as much as possible the intent and purpose of the original provisions.
6. In the event of any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, such interpretation shall be made in accordance with the ‘spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated by these general terms and conditions, such situation shall be assessed in accordance with the spirit of these terms and conditions.
8. If the User does not always require strict compliance with these terms and conditions, this does not imply that the provisions are not applicable, nor that the User forfeits the right to demand strict compliance in other cases.
1. All quotes and offers from the User are non-binding, unless a period for acceptance is specified in the quote. If no acceptance period is set, no rights can be derived from the quote or offer if the product to which the quote or offer relates is no longer available in the meantime.
2. The User cannot be held to its quotes or offers if the Client can reasonably understand that the quotes or offers, or any part thereof, contain an obvious error or mistake.
3. The prices stated in a quote or offer are exclusive of VAT and other government levies, as well as any costs incurred in the context of the agreement, including travel and accommodation, shipping, and administrative expenses, unless otherwise specified.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quote or proposal, the User is not bound by it. The agreement will not be established according to this deviating acceptance unless the User indicates otherwise.
5. A composite price quotation does not obligate the User to perform part of the assignment for a corresponding portion of the stated price. Offers or quotes do not automatically apply to future orders.
1. The agreement between the User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties explicitly agree otherwise in writing.
2. If a deadline has been agreed upon or specified for the performance of certain work or the delivery of certain items, this shall never be considered a strict deadline. In case of delay, the Client must give the User written notice of default. The User must then be given a reasonable period to still fulfill the agreement.
3. The User shall execute the agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship, based on the state of the art known at that time.
4. The User has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
5. If the User or third parties engaged by the User perform work at the Client’s location or a location designated by the Client in the context of the assignment, the Client shall provide the reasonably required facilities free of charge to those employees.
6. Delivery takes place from the User’s premises. The Client is obliged to accept the goods at the moment they are made available. If the Client refuses acceptance or fails to provide necessary information or instructions for delivery, the User is entitled to store the goods at the Client’s expense and risk. The risk of loss, damage, or depreciation transfers to the Client at the moment the goods are made available to the Client.
7. The User is entitled to execute the agreement in different phases and to invoice the executed parts separately.
8. If the agreement is executed in phases, the User may suspend the execution of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
9. The Client shall ensure that all data which the User indicates as necessary, or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to the User in a timely manner. If the required data for the execution of the agreement are not provided to the User on time, the User has the right to suspend the execution of the agreement and/or charge the Client for any additional costs arising from the delay, according to the then prevailing rates. The execution period shall not commence until after the Client has made the data available to the User. The User shall not be liable for any damages of any kind resulting from reliance on incorrect and/or incomplete data provided by the Client.
10. If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the agreement for proper performance, the parties shall timely and mutually agree to adjust the agreement. If the nature, scope, or content of the agreement is changed—whether at the request or instruction of the Client, by competent authorities, or otherwise—and this results in qualitative and/or quantitative changes to the agreement, this may affect the originally agreed terms. Consequently, the originally agreed price may be increased or decreased. The User will provide a price quotation in advance as much as possible. Such changes may also affect the originally stated execution period. The Client accepts the possibility of such changes to the agreement, including changes in price and execution period.
11. If the agreement is amended, including any additions, the User is entitled to commence execution only after approval has been given by an authorized person within the User and the Client has agreed to the price and other conditions stated for the execution, including the determined time for performance. Failure or delay to execute the amended agreement does not constitute a breach by the User and shall not be grounds for the Client to terminate or cancel the agreement.
12. Without being in default, the User may refuse a request to amend the agreement if such amendment could have qualitative and/or quantitative consequences, for example regarding the work to be performed or goods to be delivered.
13. If the Client fails to properly fulfill their obligations towards the User, the Client shall be liable for all damages incurred by the User as a direct or indirect result.
14. If the User agrees with the Client on a fixed fee or price, the User shall nevertheless at all times be entitled to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the price increase results from a legal or regulatory authority or obligation, or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into.
15. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the Client entitled under Title 5, Section 3 of Book 6 of the Dutch Civil Code may dissolve the agreement by written statement, unless the User is still willing to perform the agreement based on the original terms; provided that the price increase results from a legal authority or obligation resting on the User; or if it has been agreed that delivery will take place more than three months after the conclusion of the agreement.
Or, in the case of delivery of goods, if it has been agreed that delivery will take place more than three months after the purchase.
1. The User is entitled to suspend the fulfillment of obligations or to dissolve the agreement if the Client fails to fulfill the obligations under the agreement, fails to do so fully or timely, if circumstances that came to the User’s knowledge after the conclusion of the agreement give reasonable grounds to fear that the Client will not fulfill the obligations, if the Client was requested to provide security for the fulfillment of its obligations at the time of concluding the agreement and this security is not provided or is insufficient, or if due to delay on the part of the Client, it can no longer reasonably be required of the User to perform the agreement under the originally agreed conditions.
2. Furthermore, the User is entitled to dissolve the agreement if circumstances arise that make the fulfillment of the agreement impossible, or if other circumstances occur such that it cannot reasonably be expected of the User to maintain the agreement unchanged.
3. If the agreement is dissolved, the User’s claims against the Client become immediately due and payable. If the User suspends the fulfillment of obligations, the User retains their rights under law and contract.
4. If the User proceeds to suspend or terminate the agreement, they are in no way obliged to compensate for any damages or costs arising in any way as a result.
5. If the termination is attributable to the Client, the User is entitled to compensation for the damages, including any costs incurred directly or indirectly as a result.
6. If the Client fails to fulfill the obligations arising from the agreement and such failure justifies termination, the User is entitled to immediately terminate the agreement without any obligation to pay compensation or damages. In such a case, the Client is liable to pay compensation or damages due to breach of contract.
7. If the agreement is terminated prematurely by the User, the User will, in consultation with the Client, ensure the transfer of any remaining work to third parties — unless the termination is attributable to the Client. If the transfer of the work results in additional costs for the User, these will be charged to the Client. The Client is required to pay these costs within the specified payment term, unless the User indicates otherwise.
8. In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure — if and insofar as the seizure is not lifted within three months — debt restructuring, or any other circumstance whereby the Client can no longer freely dispose of their assets, the User is entitled to immediately terminate the agreement or cancel the order without any obligation to pay compensation or damages. In such cases, all claims the User has against the Client become immediately due and payable.
9. If the Client cancels an order in whole or in part, all work already performed, as well as any goods ordered or prepared for that order — including any associated transport and delivery costs, and the labor time reserved for executing the agreement — will be fully charged to the Client.
1. The User is not obliged to fulfill any obligation towards the Client if they are hindered from doing so as a result of a circumstance that cannot be attributed to fault, and which is not their responsibility under the law, a legal act, or generally accepted standards.
2. Force majeure, as referred to in these general terms and conditions, includes—besides what is understood by law and jurisprudence—all external causes, whether foreseen or unforeseen, over which the User has no control but which prevent the User from fulfilling their obligations. This includes strikes within the User’s company or that of third parties. The User also reserves the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the User should have fulfilled their obligation.
3. The User may suspend the obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for any damages.
4. Insofar as the User, at the time the force majeure occurs, has already partially fulfilled their obligations under the agreement or is still able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, the User is entitled to invoice this part separately. The Client is obliged to pay this invoice as if it were a separate agreement.
1. Payment must always be made within 14 days of the invoice date, in the currency invoiced and via a method specified by the User, unless otherwise agreed in writing by the User. The User is entitled to invoice periodically.
2. If the Client fails to make timely payment of an invoice, the Client shall be in default by operation of law. In that case, the Client shall owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest shall apply. Interest on the outstanding amount will be calculated from the moment the Client is in default until the full amount due has been paid.
3. The User has the right to apply payments made by the Client first to the reduction of costs, then to the accrued interest, and finally to the principal amount and ongoing interest. The User may, without thereby being in default, refuse an offer of payment if the Client designates a different order of allocation. The User may refuse full repayment of the principal amount if the accrued and ongoing interest and collection costs are not paid simultaneously.
4. The Client is never entitled to offset any amount owed to the User. Objections to the amount of an invoice do not suspend the payment obligation. A Client who cannot invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default of (timely) fulfillment of their obligations, all reasonable extrajudicial costs incurred to obtain payment shall be borne by the Client. For Clients who are natural persons not acting in the exercise of a profession or business (private clients), default occurs after they have been reminded to pay within fourteen days from the date of the reminder and fail to do so. The reminder shall also state the consequences of non-payment. The extrajudicial costs will be calculated in accordance with prevailing practices in Dutch debt collection. However, if the User incurs higher collection costs that were reasonably necessary and the Client is not a natural person acting in a private capacity (i.e. a business client), then the actual costs incurred are eligible for reimbursement. Any legal and enforcement costs incurred will also be recovered from the Client. Interest is also owed on the due collection costs.
1. The goods delivered by the User under the agreement remain the property of the User until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with the User.
2. The goods delivered by the User, which fall under the retention of title as referred to in paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or otherwise encumber the goods subject to the retention of title.
3. The Client must always do everything that can reasonably be expected of them to safeguard the User’s ownership rights. If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to inform the User immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as theft, and to provide the User with access to the insurance policy upon request. In the event of an insurance payout, the User is entitled to these funds. Insofar as necessary, the Client hereby agrees in advance to cooperate with all measures that may be required or deemed desirable in this context by the User.
4. In the event that the User wishes to exercise their ownership rights as specified in this article, the Client hereby grants the User and any third parties designated by the User unconditional and irrevocable permission in advance to enter all locations where the User’s property is located and to reclaim these goods.
1. The goods to be delivered by the User shall meet the usual standards and requirements that can reasonably be expected at the time of delivery and are intended for normal use within the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. When used outside the Netherlands, the Client must verify on their own whether the use is suitable for that location and whether it complies with the conditions imposed there. In such cases, the User may apply different warranty terms and conditions regarding the goods to be delivered or services to be performed.
2. The warranty referred to in paragraph 1 of this article is valid for a period of 30 days after delivery, unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns an item produced by a third party, the warranty is limited to that which is provided by the manufacturer of the item, unless stated otherwise.
3. All forms of warranty shall lapse if a defect has arisen as a result of or in connection with improper or inappropriate use, use after the expiration date, incorrect storage or maintenance by the Client and/or third parties, or if the Client or third parties, without written consent from the User, have made or attempted to make changes to the item, attached other items that should not be attached, or have modified or processed it in a way not prescribed. The Client also has no right to claim under the warranty if the defect arose from or was caused by circumstances beyond the User’s control, including but not limited to weather conditions (such as extreme rainfall or temperatures), etc.
4. The Client is obliged to examine (or have examined) the delivered goods immediately at the moment the goods are made available to them, or the relevant work has been completed. The Client must verify whether the quality and/or quantity of the delivered goods corresponds with what was agreed upon and meets the requirements set by the parties. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported in writing to the User immediately upon discovery, but no later than within fourteen days. The report must include a description of the defect that is as detailed as possible, so that the User can respond appropriately. The Client must give the User the opportunity to investigate the complaint (or have it investigated).
5. If the Client submits a complaint in a timely manner, this does not suspend their payment obligation. In such cases, the Client remains obliged to accept and pay for the other goods ordered and for any services commissioned from the User.
6. If a defect is reported at a later time, the Client is no longer entitled to repair, replacement, or compensation.
7. If it is established that an item is defective and a timely complaint has been made, then the User shall, within a reasonable period after the item has been returned — or, if return is reasonably impossible, after written notification of the defect by the Client — at the User’s discretion, either replace the defective item, repair it, or provide a replacement compensation to the Client. In the case of replacement, the Client is obliged to return the replaced item to the User and transfer ownership of it, unless the User indicates otherwise.
8. If it is established that a complaint is unfounded, all costs incurred as a result — including investigation costs incurred by the User — shall be fully borne by the Client.
9. After the warranty period has expired, all costs for repair or replacement — including administrative, shipping, and call-out charges — will be charged to the Client.
10. By way of derogation from the statutory limitation periods, the limitation period for all claims and defenses against the User and any third parties engaged by the User in the performance of an agreement shall be one year.
1. If the User should be held liable, such liability shall be limited to what is stipulated in this provision.
2. User shall not be liable for any damage of any kind arising from the fact that User has relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If User should be liable for any damage, the liability shall be limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
4. The liability of User is in any case always limited to the amount paid out by their insurer, if applicable.
5. User is only liable for direct damage.
6. Direct damage shall exclusively mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage as defined in these terms and conditions; any reasonable costs incurred to ensure that the defective performance of the User complies with the agreement, insofar as these can be attributed to the User; and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. User shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.
7. The limitations of liability set out in this article do not apply if the damage is the result of intent or gross negligence on the part of the User or its managerial subordinates.
1. The Client shall indemnify the User against any claims by third parties who suffer damage in connection with the execution of the agreement and where the cause of such damage is attributable to a party other than the User. If the User is held liable by third parties on that basis, the Client shall be obliged to support the User both extrajudicially and in legal proceedings, and to take all actions that may reasonably be expected of them in such a case without delay. Should the Client fail to take appropriate measures, the User shall be entitled, without notice of default, to take such measures itself. All resulting costs and damages incurred by the User and third parties shall be entirely for the Client’s account and risk.
1. User reserves the rights and powers to which they are entitled under the Copyright Act and other intellectual property laws and regulations. User has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties in doing so.
1. All legal relationships in which the User is a party are governed exclusively by Dutch law, even if an obligation is performed wholly or partially abroad or if a party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the User’s place of business has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Nevertheless, the User retains the right to submit the dispute to the court that has jurisdiction according to the law.
3. The parties shall only submit a dispute to the court after they have made every effort to resolve the matter amicably through mutual consultation.
1. These terms and conditions have been filed with the Dutch Chamber of Commerce .
2. The version that applies is always the most recently filed version, or the version that was in effect at the time the legal relationship with the User was established.
3. The Dutch version of these general terms and conditions shall always prevail in interpreting their meaning.
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