General Terms & Conditions
Article 1: General
1.1 The commissionee is Janson Bridging BV and/or one or more of its group companies.
1.2 Group company is understood to mean the natural person or legal entity who/that commissions Janson Bridging in the matter of supplying goods and/or implementing work activities and/or carrying out services, which are accepted by Janson Bridging.
1.3 Contract is understood to mean the agreement concluded between the commissioning party and Janson Bridging in the matter of supplying goods and/or implementing work activities and/or carrying out services.
Article 2: Applicability
2.1 These General Delivering Terms & Conditions always apply to all applications, offers, quotations, order confirmations, contract and other legal acts between the commissioning party and Janson Bridging.
2.2 In case of contradiction between the content of the contract concluded by the commissioning party and Janson Bridging and these Terms & Conditions, the stipulations of this contract shall prevail.
Article 3: Offers
3.1 All offers shall be without any obligations, unless explicitly stated otherwise.
3.2 The commissioning party shall provide Janson Bridging with information about the required dimensioning of the service or product that Janson should carry out or supply. The commissioning party shall carry out the measuring and the calculations and inform Janson Bridging about this, unless stated otherwise. Janson Bridging shall use the data provided by the commissioning party as basis for its work.
3.3 Janson Bridging reserves the right to charge the commissioning party all the expenses incurred by the offer, if the commissioning party does not accept the offer.
Article 4: The contract
4.1 A contract is concluded by the written acceptance of the quotation by the commissioning party.
4.2 The contract can only be amended by a written confirmation by Janson Bridging.
4.3 If two or more commissioning parties shall commission an assignment to Janson Bridging, they shall be severally liable and Janson Bridging shall be entitled to compliance for the entirety vis-à-vis each one of them.
Article 5: Recommendations and Information provided
5.1 While implementing of the contract, Janson Bridging shall assume the correctness and completeness of the data that the commissioning party provided to Janson Bridging.
5.2 The commissioning party shall indemnify Janson Bridging against any claim of third parties regarding the use of recommendations, drawings, calculations, designs, materials, models and similar subjects/objects provided by or on behalf of the commissioning party.
Article 6: Delivery time / Implementation period
6.1 Janson Bridging shall determine the approximate delivery time and/or implementation period.
6.2 Janson Bridging shall base its delivery time and/or implementation period on the conditions known at that time for carrying out the order.
6.3 The delivery time and/or implementation period shall only take effect, if agreement has been reached between the parties, all the necessary data, final and approved drawing and similar shall be in the possession of Jason Bridging, the agreed payment in instalment/payment has been received and the necessary conditions for implementing the order have been met.
6.4 All expenses incurred by Janson Bridging resulting in delay(s) of the delivery time and/or implementation period shall be reimbursed by the commissioning party.
6.5 Exceeding the delivery time and/or implementation period shall not entitle the commissioning party to any right to damage compensation or dissolution.
Article 7: Force majeure
7.1 Janson Bridging shall have the right to suspend its obligations, if it is hindered to comply with its contractual obligations vis-à-vis the commissioning party due to force majeure.
7.2 Force majeure is understood to mean, but not exclusively:
a. The circumstances in which suppliers, subcontractors of Janson Bridging or transporters used by Janson Bridging cannot comply with their obligations or cannot comply on time;
b. Weather conditions, earthquakes, fire and/or power failure;
c. Loss or theft of tools or materials, road blocks, strikes and/or work interruptions, and import and/or trading limitations.
7.3 If the temporary impossibility to comply has lasted more than six (6) months, Janson Bridging is no longer authorised to suspend its obligations. After the expiration of this period, both parties can terminate with immediate effect the contract for the part of its obligations for which there is still no compliance.
7.4 If there is evidence of force majeure and compliance becomes or shall become impossible, both parties are entitled to terminate with immediate effect the contract for the part of its obligations for which there is still no compliance.
7.5 The parties shall not be entitled to compensation for damage incurred or to be incurred due to the suspension or termination in the meaning of this article.
Article 8: Scope of the work
8.1 The commissioning party must take care of obtaining all licenses, exemptions and other decrees that are necessary for carrying out the work. The commissioning party shall be obliged to send copies of the aforementioned documents to Janson Bridging at its first request.
8.2 The following are not included in the price of the work:
a. Costs of connecting gas, water, electricity or other infrastructural facilities;
b. Cost to prevent or limit damaging items that are at or in the vicinity of the workplace;
c. Cost for discharge transport of materials, building materials or rubbish;
d. Cost of travel and accommodation.
Article 9: Changes in the work
9.1 There is evidence of additional work or less work:
a. If the design shall be changed;
b. If the information provided by the commissioning party shall not correspond with reality;
c. If the estimated quantities shall deviate more than 10%.
9.2 Additional work shall be calculated based on price-determining factors that apply at the time that the additional work is carried out. Less work shall be calculated based on price-determining factors that applied at the time of concluding the contract.
9.3 Amending the contract or the conditions for carrying out the work can only be implemented with prior written agreement.
9.4 The commissioning party shall be obliged to ...aanvulling... the price of the additional work.
9.5 If the total of the less work shall exceed the total of the additional work, Jason Bridging shall be allowed to charge the commissioning party 10% of the difference during the final settlement. This stipulation shall not apply to less work resulting from a request by Janson Bridging.
Article 10: Price change
10.1 Janson Bridging is allowed to pass on an increase in cost-price-determining factors that take effect after concluding the contract to the commissioning party.
10.2 The commissioning party shall be obliged to pay the price increase as referred to in Section 1 of this article at the next agreed payment term.
Article 11: Carrying out the work
11.1 The commissioning party shall make sure that Janson Bridging can carry out its work activities in the agreed time-frame.
11.2 The commissioning party shall bear the risk and shall be liable for damages regarding loss and theft and for damage of items of Janson Bridging, commissioning party and third parties that are located in the placed where the work activities are carried out or in another agreed place.
Article 12: Delivery of the work
12.1 The work shall be considered as delivered in the following cases:
a. If the commissioning party has approved the work;
b. If the commissioning party has put the work/part of the work into operation;
c. If Janson Bridging has announced to the commissioning party in writing that the work is completed and the commissioning party has not notified in writing within 14 days after the announcement whether or not the work has been approved;
d. If the commissioning party has not approved the work based of small faults or missing components that can be fixed of delivered within 30 days and do not prevent putting the work into operation.
12.2 The commissioning party shall indemnify Janson Bridging against claims of third parties for damage to non-delivered parts of the work caused by using already delivered part of the work.
Article 13: Liability
13.1 Janson Bridging’s obligation to compensation based on whatever legal ground shall be limited to the damage for which Janson Bridging shall be insured by virtue or for the benefit of an insurance concluded by Janson Bridging, but the compensation shall never be higher than the amount that this insurance shall pay in the case concerned.
13.2 If Janson Bridging shall not be entitled to invoke the insurance, the obligation to compensation shall be limited to maximum (FILL IN A PERCENTAGE)% of the total assignment amount (excluding VAT).
13.3 The following do not qualify for compensation:
a. Consequential damage, stagnation damage, loss of production, loss of profit, transport costs and travel & accommodation expenses;
b. damage caused by intent or deliberate recklessness of auxiliary staff or non-managing subordinates of Janson Bridging.
13.4 Janson Bridging shall not be liable for damage to materials delivered by or on behalf of the commissioning party due to a process that was not properly carried out.
13.5 The commissioning party shall indemnify Janson Bridging against all claims of third parties due to
product liability as a result of a shortcoming in a product that the commissioning party delivered to a third party and that consisted in part / consisted of products and/or materials supplied by Janson Bridging. The commissioning party shall be obliged to reimburse Janson Bridging for all the related damage including the costs / complete costs of defence.
Article 14: Warranty and other claims
14.1 Janson Bridging shall guarantee the proper execution
of the agreed performance for a period of 12 months, unless otherwise agreed in writing. The other Sections of this article shall also apply to a deviating warranty period.
14.2 Janson Bridging can choose in case of a fault in the delivered item to
repair this fault or to credit the commissioning party for a proportional part of the invoice. Janson Bridging itself shall choose the manner and time of the repair.
14.3 The commissioning party must always allow Janson Bridging to repair any fault or to carry out the process again.
14.4 The commissioning party can only invoke the warranty after it has complies with all its obligations vis-à-vis Janson Bridging.
14.5 a. Warranty shall not be provided if faults are the result of:
- normal wear & tear;
- improper use;
- no or incorrect maintenance;
- installation, assembly, change or repair by the commissioning party or third parties;
- faults in or unsuitability of items originating from or prescribed by the commissioning party;
- faults in or unsuitability of materials, tools or aids used by the commissioning party;
b. Warranty shall not be provided for:
- delivered items that were not new at the time of delivery;
- testing and repairing items of the commissioning party;
- parts for which a factory warranty is provided;
14.6 Sections 2 through 5 of this article shall also apply to any claim by
the commissioning party based on non-performance, non-conformity or whatever other basis.
14.7 The rights of the commissioning party by virtue of this article shall not be transferable.
Article 15: Obligation to complain
15.1 The commissioning party must inform the commissionee in writing within seven (7) days after discovering a fault or at the time that it should have discovered the fault in all
reasonableness. If the commissioning party shall fail to do this, it can no longer rely on a shortcoming in the performance.
15.2 The commissioning party should submit complaint about the level of the invoiced amount to Janson Bridging in writing within the payment term under penalty of cancellation of all rights. If the payment term is longer than thirty days, the commissioning party must complain in writing not later than 30 days after the date of the invoice.
Article 16: Payment
16.1 Payment shall be made to an account indicated by Janson Bridging.
16.2 Unless agreed otherwise, payment shall occur as follows:
a. Payment in instalments;
b. Payment within 30 days after the date of the invoice in all other cases.
16.3 Set-off of claims against Janson Bridging or suspension by the commissioning party shall be excluded.
16.4 Everything that the commissioning party owes or would owe Janson Bridging on account of the contract shall be immediately due and payable, regardless whether Janson Bridging has completely executed the agreed performance if:
a. A payment term is exceeded;
b. Bankruptcy proceedings or a moratorium against the commissioning party are instituted;
c. An attachment of items or claims of the commissioning party is made;
d. The commissioning party (being a company) is dissolved or liquidated;
e. The commissioning party (being a natural person) legally requests to be admitted to debt restructuring, is put under administration or has passed away.
16.5 If the commissioning party shall exceed the payment term, it shall immediately owe interest to
Janson Bridging. The interest shall be (FILL IN A PERCENTAGE)% per year, but is equal to the legal interest if this is higher. In the interest calculation, a part of the month is considered a full month.
16.6 Janson Bridging shall be authorised to offset its debts to the commissioning party with claims of companies affiliated with Janson Bridging. In addition, Janson Bridging shall be authorised to offset its claims against the commissioning party with debts of companies affiliated with Janson Bridging to the commissioning party. Furthermore, Janson Bridging shall be authorised to offset its debts to the commissioning party with claims of companies affiliated with the commissioning party. An affiliated company is understood to mean a company that belongs to the same group referred to in Article 2:24b of the Dutch Civil Code and a participation referred to in Article 2:24c of the Dutch Civil Code.
16.7 If payment has not occurred within the agreed payment term, the commissioning party shall owe Janson Bridging the actual incurred extrajudicial expenses.
Article 17: Intellectual property rights
17.1 Janson Bridging reserves the copyright and all rights of industrial property to the offers made
by Janson Bridging, provided designs, illustrations, drawings, models, test models, programmes and similar, unless otherwise agreed in writing.
17.2 The rights to the items mentioned in Section 1 of this article shall remain the property of Janson Bridging regardless whether cost of preparing these items have been charged to the commissioning party. These items shall not be allowed to be copied, used or shown to third parties. The commissioning party shall only be allowed to use the information for the purpose for which is intended.
17.3 The commissioning party must return at Janson Bridging’s first request the provided items referred to in Section 1 of this article within a period to be determined by Janson Bridging.
Article 18: Securities
Article 19: Applicable law and competent court
21.1 Dutch law shall apply.
21.2 Neither the Convention on Contracts for the International Sale of Goods (CISG; the Vienna Convention) nor any other international regulation of which exclusion shall be allowed shall apply.
21.3 All disputes between Janson Bridging and the commissioning party, if these arise, shall be submitted for judgement to the competent court in Rotterdam.