GENERAL TERMS AND CONDITIONS PSPS BUSINESS ABROAD 

Located at Koninginnegracht 47, 2514 AE The Hague, The Netherlands 

Registered with the Chamber of Commerce under number 27180398 

 

Article 1. Applicability 

  1. These general conditions shall apply to all offers, quotations, Agreements, services, deliveries and work of the Contractor. Any terms and conditions of the Client are expressly rejected. 

  2. These conditions shall also apply to all Agreements with the Contractor, the execution of which requires the involvement of third parties. Such third parties may invoke the present terms and conditions directly vis-à-vis the Client, including any limitations of liability. 

  3. If one or more of the provisions of these general terms and conditions or any other Agreement with the Contractor should be in conflict with a mandatory statutory provision or any applicable legal regulation, the provision concerned will lapse and will be replaced by a new, legally permissible and comparable provision to be determined by the Contractor.  


Article 2. Conclusion and duration of the Agreement 

  1. All offers and quotations of the Contractor are revocable and made without obligation. 

  2. Unless explicitly stated otherwise, an Agreement with the Contractor shall only come into effect after the Client has accepted the Contractor's offer in writing. 

  3. The Agreement shall be entered into for the duration of the project or the term specified in the Agreement. The Agreement shall end by operation of law without further notice of termination being required by the end of the agreed duration or by completion of the project. 

  4. Both parties have the right to prematurely terminate the Agreement subject to 1 month's notice. If the Agreement is terminated prematurely by Client, Client shall be obliged to pay a reasonable part of the agreed fee, but at least to pay the invoices for work performed up to that time. 


Article 3. Engagement of third parties 

The Contractor is entitled to engage third parties in the performance of the Agreement, if and insofar as the proper performance of the Agreement requires this. All this at the discretion of the Contractor. The applicability of Sections 7:404 and 7:407 (2) of the Dutch Civil Code is excluded. 


Article 4. Advisory work 

  1. The Contractor is obliged to execute the order as a good Contractor, properly and in accordance with the provisions of the Agreement. The Contractor's obligation in this respect is one of best efforts only. The Contractor gives no guarantees regarding the result and is not liable for the consequences of decisions or actions taken by the Client based on advice provided by the Contractor. 

  2. Stated periods within which the work must be performed may never be regarded as deadlines. If the Contractor fails to comply with its obligations under the Agreement or to do so on time, it must therefore be given written notice of default. 

  3. The Contractor cannot be obliged to commence the execution of work until he has all the information and data required for this. If delays arise as a result, the given delivery periods shall be adjusted proportionally and the ensuing costs and damage shall be for the account and risk of the Client. 


Article 5. Additional and less work 

The order shall include only what has been agreed between the parties. Additional and less work ordered before or during the execution of the work will be charged by the Contractor to the Client at the applicable rates. The Contractor shall be entitled to charge the Client for additional work immediately after its execution.  


Article 7. Complaints and claims 

  1. Complaints relating to the work performed and/or the invoice amount must be made known in writing no later than five (5) working days after receipt of the invoice relating to the work in question. Complaints falling outside this period will no longer be dealt with by the Contractor. 

  2. In the event of a timely and justified complaint, the Client will have the choice between adjusting the fee charged, improving or redoing the rejected activities free of charge or not (or no longer) carrying out the assignment in full or in part against a proportional refund of the fee already paid by the Client. 

     


Article 8. Liability 

  1. If the Contractor is liable for damage, this liability shall be limited to compensation for direct damage and to a maximum of twice the invoice amount charged as a fee to the Client over the last three (3) months prior to the occurrence of the damage. 

  2. The Contractor's liability shall in any event always be limited to the amount paid out by the Contractor's insurer in the case in question. 

  3. Direct damage shall be understood to mean exclusively: 


  1. the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these general terms and conditions; 

  2. any reasonable costs incurred to have the Contractor's defective performance comply with the Agreement, unless such costs cannot be attributed to the Contractor; 

  3. reasonable costs incurred to prevent or limit the damage, to the extent that the Client demonstrates that those costs led to a limitation of the direct damage referred to in these general terms and conditions. 


  1. The Contractor shall never be liable for: 


  1. indirect damage, including consequential damage, loss of profit, missed savings, damage due to business stagnation and damage as a result of (contractual) fines, including fines due to failure to meet any delivery or performance deadlines; 

  2. damage caused by intent or recklessness on the part of helpers or non-management employees of the Contractor; 

  3. damage of any kind or in any form whatsoever, because the Contractor has relied on incorrect and/or incomplete information provided by the Client. 


  1. Any claims by the Client against the Contractor will lapse after a period of one year following termination of the assignment. 

  2. The limitations of liability for direct damage contained in these general terms and conditions shall not apply if the damage is due to intent or gross negligence on the part of the Contractor. 


Article 9. Amendment and interpretation of the general conditions 

The Contractor is authorised to make amendments to these general terms and conditions. These amendments shall take effect at the announced time of entry into force. The Contractor shall send the amended conditions to the Client in good time. If no time of entry into force has been announced, amendments will take effect in respect of the Client as soon as he has been informed of the amendment. 


Article 10. After-effect 

The provisions of these general conditions and of the agreement, which are intended, either expressly or tacitly, to remain in effect even after termination of this agreement, shall continue to apply thereafter and to bind both parties.  


Article 11. Applicable law and disputes 

  1. All Agreements concluded between the Contractor and the Client are governed exclusively by Dutch law. 

  2. All disputes, whatever their nature - including those regarded as such by only one of the parties - that may arise between the parties as a result of the Agreement or Agreements resulting therefrom will be settled by the competent court in the district where the Contractor has its registered office.