General terms and conditions PRO Construct B.V.BV

Article 1 General

These conditions apply to every offer, quotation and agreement between the contractor company PRO Construct B.V.BV, hereinafter referred to as: “Contractor”, and the Client to which the Contractor has declared these conditions applicable, insofar as these conditions have not been expressly agreed upon by the parties. has been waived in writing.
These conditions also apply to agreements with the Contractor, for the execution of which the Contractor must involve third parties.
The applicability of any purchasing or other conditions of the Client is expressly rejected unlessthe Contractor has expressly stated in writing that it accepts these or parts thereof.
An agreement is concluded if and insofar as the Client has accepted the quotation provided by the Contractor.
If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the other provisions in these general terms and conditions will remain fully applicable. The Contractor and the Client will then enter into consultations in order to agree on newprovisions to replace the void or destructive provisions, whereby the purpose and scope of the original provisions are taken into account as much as possible.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and
If the Contractor does not always require strict compliance with these terms and conditions, thisdoes not mean that the provisions of the general terms and conditions do not apply, or that the Contractor would to any extent lose the right to demand strict compliance with the provisions of theseterms and conditions in other these general terms and conditions.

Article 2 Quotations

All quotations are permanent, unless expressly stated otherwise. Quotations from the Contractor expire upon revocation by the Contractor.
The amounts stated in the quotation are exclusive of sales tax, unless stated
The work stated in the quotations will be carried out in accordance with the specified dimensions, drawings and provisions provided by the Client.
If the Client can reasonably understand that the quotations or a part thereof contains an obviousmistake or typo, the Contractor cannot be held to his
If the acceptance of the quotation deviates from the offer included in the quotation, the Contractor isnot bound by The agreement will then be concluded in accordance with the quotation, with the exception of deviations from the offer.
Unless stated otherwise, the validity of the quotations is 3 months.

Article 3 Agreement

The agreement can be entered into for work in contract work or direct work (hours x rate).
The contractor has the right to have certain work carried out by third
The contractor has the right to execute the agreement in phases and to invoice the executed part If work is accepted, payment will be made in installments and an installmentschedule will be drawn up if necessary.
If during the execution of the agreement it appears that it is necessary to change or supplement the agreement, the parties must adjust the agreement in a timely manner and in mutualconsultation. This can be done in writing or verbally. This allows the agreed amount to be increased ordecreased according to the agreement. Due to the amendment of the agreement, the original specifiedterm of execution (if agreed) may be changed. The Client agrees to the possibility of amendment of theagreement, including the change in price and term of execution.
Assignments from the Client that lead to additional work will take place in mutual This can be done in writing or verbally.
If the agreement has been amended, the Contractor must implement it after the Client has agreed to the price and other conditions stated for implementation. Failure to execute the amendedagreement or to do so immediately does not constitute a breach of contract on the part of theContractor and is not a reason for the Client to terminate the agreement.
If and insofar as the Contractor is confronted with cost-increasing factors that the Contractor cannotforesee during the execution of the agreement, the Contractor is entitled to charge the cost-increasingfactors to the Client after warning or in mutual consultation with the Client.
If, after conclusion of the agreement, it appears that the construction site is contaminated or the buildingmaterials resulting from the work are contaminated, the Client is liable for the consequences resulting from this for the execution of the work.
Arrangements or agreements with Contractor’s personnel do not bind the Contractor unlessthey have been confirmed by the Contractor.
If the Contractor agrees on a certain price when concluding the agreement, the Contractor is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation:

if a price increase is the result of a change in the agreement;
if a price increase results from a change in the

Article 4 Execution of agreement

The agreed delivery period, if agreed, is expressed in workable Workable days are defined asa calendar day, unless it falls on a generally recognized rest or public holiday, vacation day or othernon-individual day prescribed by the government or by or pursuant to a collective labor agreement.Working days or half working days are considered unworkable considered when circumstances beyond the contractor’s responsibility prevent work from taking place during a period of the working day.
If delivery should take place on a day that is not a working day as described in paragraph 1, the next working day will be considered the day of delivery.
If the agreed delivery period is exceeded, the Client must give the Contractor written notice of The Contractor must be offered the opportunity by the Client within a reasonable period to still execute the agreement.
If the start or progress of the work is delayed by factors for which the Client is responsible, the resulting damage and costs for the Contractor must be reimbursed by the Client.

Article 5 Contractor’s obligations

The contractor is obliged to carry out the assigned work in accordance with the provisions of the (amended) agreement.
The Contractor accepts the agreement subject to the condition that the permits, exemptions and allocations required with regard to the assignment have been granted to the Clientin a timely manner (i.e. before the Contractor must commence the assignment).
The Contractor is obliged to inform the Client of demonstrable imperfections in constructions and workingmethods prescribed by or on behalf of the Client and in orders or instructions given by or on behalf of theClient, as well as of demonstrable defects in building materials or tools made available or prescribed bythe , insofar as the Contractor knew or reasonably should have known.

Article 6 Obligations of the Client

Unless otherwise agreed, the Client must ensure that the Contractor has access to:

all permits, exemptions and allocations required for the assignment;
the location where the work is to be carried out has been cleared;
there is sufficient opportunity for the supply, storage and/or removal of building materials and tools;
sufficient connection options for electrical tools, tapping points for gas and water, among other things;
all data regarding the location of cables, pipes and pipes in, on, on or under the construction site or building plot.

The Client is obliged, without claim to compensation, to provide water, gas, electricity and storage space for materials and tools, if these are present at the construction
If the Client has reserved the delivery of certain building materials and/or the execution of certain work, the Client is responsible and liable for the late delivery and/or execution thereof.
If a delay occurs at the start or in the progress of the agreed assignment due to the responsibility of theClient, the Client is liable for the resulting damage and the Client must grant a postponement for thedelivery of the agreed work for a period that is at least equal to depends on the duration of the

Article 7 Delivery

The Contractor invites the Client to take over the The inspection takes place by the Client in thepresence of the Contractor and is intended to determine whether the Contractor has fulfilled itsobligations under the construction agreement. The inspection will take place as soon as possiblebut no later than 8 days after invitation from the Contractor.
After inspection, the Client must notify in writing within 8 days whether or not the work has been approved, stating any minor defects present (as stated in paragraph 5) or statingthe defects that are the reason for withholding approval. are.
If the work is approved, the day of approval and delivery is considered the day on which the relevant notification is sent to the Contractor.
If a written notification is not sent to the Contractor within 8 days after inspection by the Client as to whether or not the work has been approved, the work will be deemed to have been completed on the 8th day.steapproved the day after admission.
The contractor is obliged to repair minor defects (as referred to in paragraph 5) as soon as possible after discovery during inspection, but no later than within 30 days.
Minor defects may not be a reason for the Client to withhold approval, provided that the defects do not prevent possible commissioning.
If the inspection does not take place within 8 days of the Contractor’s request, the Contractor can requesta new request from the Client, either in writing or orally, to inspect the work within 8 days. If the Client does not comply with this request, the work will be deemed to have been completed on the 8thstedeemed to have been approved the day after the first request for inclusion. If the Client does comply with this request, it will be deemed 2eand 3eparagraph applies accordingly.
The work is deemed to have been approved if and insofar as it is put into use. The day on which the work or part thereof is put into use serves as the day of approval of the work or the relevant part.

Article 8 Suspension, dissolution and premature termination of agreement

The contractor is entitled to suspend compliance with the obligations or to terminate the agreement with immediate effect if:
- the Client does not fulfill the obligations under the agreement, or does not do so fully or in atimely manner, even after having been reminded to do so (written or verbally);
- after concluding the agreement, the Contractor has become aware of circumstances that give good grounds for the expectation that the Client will not fulfill the obligations;
- the Client was requested to provide security when concluding the agreemen.
If dissolution of the agreement is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, that arise directly or indirectly as a
If the agreement is dissolved, the Contractor’s claims on the Client are immediately due and payable.
If the Contractor suspends or dissolves on the basis of this article, the Contractor is not obligedto compensate the Client for any damage or costs incurred as a
In the event of liquidation, (application for) suspension of payments, bankruptcy or seizure at theexpense of the Client, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the agreement, without any obligation on the part of the Contractor. Inthis case, the Contractor’s claims on the Client become immediately due and if due to delays on the part of the Client, the Contractor can no longer be expected for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient; to fulfill the agreement under the originally agreed conditions;
If the Client cancels or partially cancels a placed order, the costs incurred will becharged to the Client.

Article 9 Force majeure

Force majeure means, in addition to what is understood in law and case law, all external matters,foreseen or unforeseen, over which the Contractor has no influence, or as a result of which theContractor is unable to fulfill its The Contractor also has the right to invoke forcemajeure if the circumstance that prevents further performance of the agreement occurs after the Contractor should have fulfilled its obligation.
The contractor may suspend the obligations under the agreement for the period that the force majeure occurs.
If the Contractor has already fulfilled part of the obligations under the agreement when the force majeure occurs, the Contractor is entitled to invoice the obligation already fulfilled separately. The Client is obliged to pay this invoice as if there were a separate agreement.
If force majeure occurs (as referred to in paragraph 1), the Contractor will not be obliged tocompensate any damage as a direct or indirect consequence of the force

Article 10 Payment and collection costs

Payment must be made within 14 days after the invoice date, in a manner to be specified by the Contractor in the currency in which the invoice was issued, unless otherwise indicated in writing by the Contractor. The contractor is entitled to invoice periodically.
If the Client does not pay on time, the Contractor is entitled to collect the amount owed, provided that the Contractor has reminded the Client in writing to pay within 7 days and paymenthas not been made.
If the Client does not pay an installment on time, the Contractor is entitled to stop the work until thepayment due has been made, provided that he has reminded the Client in writing to pay within 7 daysand that payment has not been
If damage occurs to the work during the stoppage of the work pursuant to the previous paragraph, this will not be borne by the Contractor.
If the Client fails to pay the invoice on time, the Client is legally in The Client then owes interest equal to the statutory commercial interest. The interest on the amount due will becalculated from the date of expiry of the payment term until the moment of payment of the full amount due.
If the Client fails to comply with its obligation to pay the invoice, all reasonable costs incurred in obtainingpayment of the invoice will be borne by the Any legal and enforcement costs incurred will also be recovered from the Client. The Client (for non-consumers) also owes interest on the collection costs due. The Client (for consumers) is referred to the Extrajudicial Collection Costs Standards Act for the collection costs owed.

Article 11 Retention of title

All goods delivered by the Contractor in the context of the agreement (including additional/less work delivered) remain the property of the Contractor until the Client has properly fulfilled the obligationsunder the agreement(s) concluded with the
Items delivered by the Contractor that are subject to retention of title may not be resold and may never be used as a means of payment. The Client is not authorized to pledge orencumber in any other way the items falling under the retention of title.
The Client must always do everything that can reasonably be expected of him to safeguard the Contractor’s ownership rights.
If third parties seize the goods delivered under retention of title or wish to establish or enforce rightsthereon, the Client is obliged to immediately inform the Contractor thereof.
In the event that the Contractor wishes to exercise its ownership rights referred to in this article, theClient gives unconditional and irrevocable permission in advance to the Contractor and third partiesto be designated by the Contractor to enter all those places where the Contractor’s property islocated and those items to take

Article 12 Guarantees, research and complaints

The goods to be delivered by the Contractor meet the usual requirements and standards that canreasonably be imposed on them at the time of delivery and for which they are intended for normal use inthe The warranty mentioned in this article applies to items intended for use within theNetherlands. When used outside the Netherlands, the Client must verify whether it is suitable for use there and whether it meets the conditions set. In that case, the contractor may impose other warranty and other conditions with regard to the goods to be delivered or work to be carried out.
The warranty referred to in paragraph 1 of this article will be valid at least for the agreed warranty periodor, failing that, the usual warranty period in the If the warranty provided by the Contractorconcerns an item produced by a third party, the warranty is limited to that provided by the manufacturerof the item. The contractor ensures that guarantees provided by third parties are in accordance with whatis customary in the industry. After the warranty period has expired, all costs for repair or replacement,including administration, shipping and call-out costs, will be charged to the Client.
All forms of warranty will lapse if a defect has arisen as a result of or arises from improper or improper use thereof or incorrect storage or maintenance thereof by the Client and/or by third parties when, without the consent of the Contractor, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect is caused by or is the result of special circumstances over which the Contractor has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures).
The Client is obliged to inspect the delivered goods immediately when the goods are madeavailable to him or the relevant work has been carried The Client must investigate whether the qualityand/or quantity of the delivered goods corresponds to what has been agreed and meets the requirementsthat the parties have agreed in this regard. Any defects must be reported to the Contractor in writing within 2 months of discovery. The notification must contain as detailed a description of the defect aspossible, so that the Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a complaint.
If the Client submits a complaint in a timely manner, this does not suspend his payment Inthat case, the Client also remains obliged to purchase and pay for the goods otherwise ordered,unless they have no independent value.
If a defect is reported later, the Client is no longer entitled to repair, replacement or
compensation, unless the nature of the item or the other circumstances of the case a longer term results with a maximum term of 5 years after completion of the work or after receipt of the delivered goods.
If it is established that an item is defective and a complaint has been made in this regard in a timely manner, the Contractor will return the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, at the discretion of the Client. Contractor, replace or ensure its repair or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to the Contractor and to provide the Contractor with ownership thereof, unless the Contractor indicates
If it is established that a customer is unfounded, the costs incurred as a result, including the research costs incurred by the Contractor, will be fully borne by the

Article 13 Liability

If the Contractor is liable, this liability is limited to what is regulated in this
The Contractor is not liable for damage of any nature whatsoever caused by the Contractor relying onincorrect and/or incomplete information provided by or on behalf of the Client.
The Contractor is not liable for the work of subcontractors prescribed or determined by the Client, nor is the Contractor liable for suppliers and products prescribed or determined by the Client.
The contractor is only liable for direct Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
- any reasonable costs incurred to ensure that the Contractor’s defective performance complies with the agreement, insofar as these can be attributed to the Contractor;
reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that thesecosts have led to limitation of direct damage as referred to in these general terms and conditions.
The contractor is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business or other stagnation.
If the Contractor is liable for any damage, the Contractor’s liability is limited to a maximum of threetimes the invoice value of the order, or at least to that part of the order to which the liability relates.
The Contractor’s liability is in any case always limited to the amount of the payment from its insurer, as the case may be.
The limitations of liability included in this case do not apply if the damage is due to intent or gross negligence on the part of the Contractor.
After the maintenance period has expired (30 days after delivery), the Contractor is no longer liable for shortcomings in the work, unless the work or any part thereof, due to the fault of the contractor, his supplier, his subcontractor or his staff, contains a defectthat the Client could not reasonably have recognized earlier and the Contractor has been notified of thatdefect within a reasonable period after discovery.

Article 14 Limitation period

Notwithstanding the statutory limitation period, the limitation period for all claims and defensesagainst the Contractor and third parties involved by the Contractor in the execution of an agreement is one year.
The provisions of paragraph 1 do not apply to legal claims and defenses that are based on facts that would justify the assertion that the delivered item does not comply with theagreement. Such claims and defenses expire two years after the Client has notified the Contractor of such non-conformity.

Article 15 Transfer of risk

The risk of loss, damage or depreciation passes to the Client at the moment when items are brought into the Client’s control.

Article 16 Indemnity

The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than the Contractor.
If the Contractor is held liable by third parties for this reason, the Client is obliged to assist the Contractor both extrajudicially and in court and to do without delay what he may be expectedto do in that case. If the Client fails to take adequate measures, the Contractor is entitled to do soitself without notice of default. All costs and damage incurred by the Contractor and third parties as aresult will be entirely at the expense and risk of the Client.

Article 17 Applicable law and disputes

All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even ifan obligation is wholly or partially performed abroad or if the party involved in the legal relationshipis domiciled The applicability of the Vienna Sales Convention is excluded.
The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement. Unless mandatory law provides otherwise, the court of the Contractor’s place of residence is designated to hear such a dispute.