This document must always be regarded in combination with the Original Dutch Version (attached) and should any dispute arise, the Original version overrules this translation.
GENERAL CONDITIONS FOR ROOD BOVEN GROEN CONSULTANCY AND TRAINING
Art. 1 General
Art. 2 Quotations and agreements
- These conditions apply to every offer, tender and agreement between Rood Boven Groen, located at William Booth Straat 2 - 2 in Harlingen, Chamber of Commerce No. 01076222 (hereinafter "Contractor"), and the Client..
- These conditions also apply to contracts with the Contractor, when the Contractor involves third parties for the execution.
- The relevance of any possible purchase, or other conditions by the Client, is rejected.
- If one or more provisions of these terms and conditions become invalid, then the remaining provisions remain binding.
Art. 3 Implementation of the agreement
- All quotations are valid for 30 days, unless stated otherwise. Quotes need to be signed and returned within the period of its validity. Once the quotation is no longer valid, the Contractor will regard it as cancelled.
- A quotation signed by both the Contractor and Client will be deemed as an agreement.
- All prices listed in the quotation and other pricelists by Rood Boven Groen are exclusive of VAT and any other legal additions or fees.
- All listed prices with regards to the training and courses are including lunch and beverages during the period of training and all course materials, unless stated otherwise.
- The agreement to take part in one of the training courses advertised by the Contractor becomes de facto by signing and returning the enrolment form as supplied by the Contractor to the Client for that particular training.
Art. 4 Dissolution and termination of the agreement
- The Contractor will conclude his contract to the best knowledge and ability and good workmanship..
- The Contractor reserves the right to subcontract third parties for certain parts of the work.
- The Client shall ensure that all information needed to conclude the contract, shall be provided in time to the Contractor.
- If this information is not provided to the Contractor in time, the Contractor retains the right to bill the client for any extra costs incurred and directly linked to this delay.
- The contractor, its employees and its subcontractors shall treat all information obtained from the Client in connection with the services as strictly confidential. They will not use nor share these with third parties without the consent of the Client, except to the extent reasonably necessary in order to allow the contractor to provide its services.
Art. 5 Force Majeure
- Contractor shall be entitled to terminate the agreement if circumstances arise that make the fulfillment of the contract impossible.
- If the Contractor has to terminate the contract, he is not liable for damages and costs incurred in any way.
- If the dissolution is attributable to the Client, the Contractor is entitled to compensation for direct damage, including the costs it incurred.
- In case of liquidation, moratorium or bankruptcy of the Client, the Contractor is free to terminate the agreement with immediate effect, without any obligation to pay damages or compensation. In this case any claims of the Contractor to the Client are immediately due and payable.
Art. 6 Payment and debt collection costs
- Contractor is not obliged to fulfill his obligation to the client if he is being hampered by circumstances beyond his control, by law, a legal act or generally accepted views.
- Contractor can suspend all obligations under this contract during the period of force majeure. Should this period exceed two months, then each party is entitled to terminate the agreement without any obligation to pay damages to each other.
Art. 7 Cancellation of training and courses
- Invoicing will ensue according to the payment schedule as stated on the signed quotation or other signed agreements between the Client and the Contractor.
- Payment must be made within 14 days after the invoiced date, in the currency invoiced.
- Any reclaims on invoices need to be made to the Contractor within 8 days.
- If the Client fails to pay an invoice in time, the Client is legally at default. The Client will be charged an interest of 1% per month. The interest on the amount due shall be calculated from the time the Client is in default until the moment of settlement of the full amount owed.
- The Client is never entitled to set off charges against the Contactor’s invoice.
- If the Client is in default or omits the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining said payment out of court are to be carried by the Client. Any judicial and execution costs will also be recovered from the Client.
Art. 8 Aansprakelijkheid
- After signing the quotation or enrolment form 10% of the total amount will be charged if the cancellation occurs up to 2 months prior to the training or course date. In the event of a cancellation up to 1 month prior to the date of the training or course the Client will be charged 75% of the full amount. A cancellation up to 1 week prior to the training or course will be charged to the Client at 90% of the full amount stated in the enrolment form.
- Should the Contractor be unable to conduct the training as agreed and cannot offer a comparable alternative, the Contractor is obliged to inform the Client immediately and to reimburse all payments (full or partly) made to date with immediate effect.
- In the case of an agreement between the Client and the Contractor regarding a course or training for several participants, the amount of participants may be reduced with a maximum of 10% until 48 hours prior to the course, provided that the number of participants does not fall under the by the Contractor previously stated minimum. In all other cases the Client will have to pay for all participants according to the enrolment form.
- After signing the quotation or enrolment form the Client will receive the invoice for this specific training or course.
- In extreme weather conditions the Client may, only on the day of the scheduled training, chose to re-schedule the training programme to a different date. The trainer of Rood Boven Groen will decide, together with the Client, if the weather is deemed extreme, with special regards to the safety of the participants. This is only the case for the training. Any catering that may have been organised for the programme, cannot be re-scheduled or cancelled without the costs as stated in the agreement.
- In case the Client does not choose to re-schedule the training, 100% of the agreed price will be invoiced. Excluded is all training, which has to be cancelled due to safety reasons, namely maritime activities. In that case the client will be invoiced 50% of the agreed price.
- In the case that a course scheduled by the Contractor cannot take place, because the minimum amount of participants is not reached due to cancellation of other participants, this will be seen as force majeure and the Contractor is obliged to reimburse all payments made to the enrolled participants who have not cancelled. The Contractor is not liable in this case to reimburse any other costs the Client may have incurred following that the course cannot take place.
Art. 9 Disclaimer
- Should the Contractor be liable, this liability will be limited to the general conditions as described herein.
- Should the Contractor be found liable for any damage, the Contractor's liability is limited to the invoiced value of the portion of the order to which the liability applies.
- The liability of the Contractor is in any case always limited to the amount paid by the insurance.
- Contractor will only be liable for direct damage.
- Direct damage is defined here as the reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage in the sense of these terms, any reasonable cost to rectify the poor performance of the Contractor, as far as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the client can demonstrate that these expenses resulted in mitigation of direct damage as described in these General Conditions. The Contractor shall not be liable for indirect damage, including consequential damages, lost profits, lost savings and damage due to business stagnation.
- Contractor is not liable for damage of whatever nature, due to false and / or incomplete data provided by the Client.
- The Contractor is not liable for any damage to or loss or theft of items during a training course.
- The limitations of liability do not apply if the damage is due to intent or gross negligence on part of the Contractor.
Art. 10 Applicable law and disputes
- The Client indemnifies the Contractor from any claims by third parties who may have suffered damage during the execution of the contract.
- Accordingly, if the Contractor should be approached by third parties, then the Client is obliged to assist the Contractor and immediately act on his behalf as can be expected.
- If the client defaults in taking adequate measures, then the Contractor, without notice, is entitled to doing so himself. All costs and damages to the Contractor and third parties arising from this will be for the account and risk of the Client.
- Only Dutch law applies to all legal relations connected to the Contractor, even if a contract is executed wholly or partly abroad, or if the domicile of the legal relations of the party concerned is based abroad.
- The parties will only appeal to the courts after they went to great lengths to settle any dispute through mutual consultation.
Version: D42 07-01-2014