General conditions of contract for PARC BV Polyester and rubber repair

Bedrijvenstraat 4-3 at Giessen [4283 JH].

Article 1: General

  1. These terms and conditions are applicable to all quotations made by Parc BV, hereinafter referred to as: Parc and all agreements concluded by Parc with third parties, hereinafter referred to as the other party, regarding the execution of works. Clauses varying from these terms and conditions are only binding on Parc after written agreement and only for the agreement to which the agreement relates.
  2. Employees or auxiliaries of Parc may not agree to terms that differ from these terms except by virtue of written authority, to be granted separately for each agreement.
  3. Reference by the other party to its own terms and conditions is not accepted by Parc unless -in each case separately- agreed in writing.
  4. In the event of a difference between a specific provision in a contract and these general terms and conditions, the specific provision takes precedence.

Article 2 : Offers, formation and modification of the agreement

  1. Parc’s quotations are always without obligation, even if they contain a period for acceptance; such a period shall never be intended to bind Parc for the period stated. If a quotation from Parc is accepted, Parc is entitled to revoke the quotation within two working days of receipt of the acceptance. Acceptance of Parc’s offers and amendment of the agreement – including a change (resulting from it) in the agreed price – can only be made in writing.
  2. All agreements with Parc shall be governed, as if incorporated verbatim therein, by all technical and administrative provisions relating to such agreement and everything else by which Parc is bound to third parties by virtue of the agreement, to the extent directly or indirectly related to such agreement.
  3. Where quotations or order confirmations are based on information, documents and the like provided by the other party, Parc may rely on the accuracy of such information.
  4. Information, documents, models, specifications and the like notified by Parc to the other party before, during or after the offer or the formation of the agreement are approximate indications. Information derived therefrom is only binding if expressly agreed in writing.

Article 3: Prices

  1. The stated and agreed prices are fixed and binding and exclusive of VAT.
  2. Unless a fixed contract price has been agreed upon, Parc works on an hourly basis. In other words, wages are payable on the basis of time spent from house to house, which wages are increased by expenses, including costs associated with the quotation, travel and accommodation expenses, direction and backwork expenses and costs for the use of tools and materials, if and to the extent spent on the agreed work.
  3. Wages and expenses will be billed monthly. Any agreed upfront payment will be offset against Parc’s last invoice.
  4. Parc is entitled during the term of the agreement to adjust the agreed wage to compensate for increased wages or other costs associated with the performance of the agreement.
  5. If cost-increasing circumstances arise or come to light after the conclusion of the agreement without this being attributable to Parc, Parc is entitled to pass on the cost increase to the other party. Parc will warn the other party of the need for a price increase as soon as possible.

Article 4: Commencement and completion of the work.

  1. Parc shall commence performance of the work at the time stated in the agreement.
  2. The agreed delivery period commences on the later of the following dates: the date of the formation of the agreement; b. the date of receipt by Parc of the data, goods, etc. to be provided by or on behalf of the other party or third parties necessary for the performance of the agreement.
  3. The work is deemed to be completed when it is recorded and approved in accordance with the provisions of the following clause. Unless otherwise guaranteed in writing, the dates specified by Parc should never be regarded as strict deadlines. If a period is exceeded by Parc, the other party must therefore give written notice of default to Parc, allowing Parc a reasonable period to perform its obligations, without the other party or third parties being entitled to claim any damages. The last sentence does not apply if a situation as referred to in Article 15 arises.
  4. The work is at the expense and risk of the other party until the date of completion. The other party must ensure that insurance has been taken out to cover the risk of damage, loss, loss or theft of items at its risk.
  5. Parc has the right to change the sequence of work to be performed if it considers it desirable in connection with the progress of the work, without being liable to pay compensation for loss and costs. In the event of additional work, a change in the agreement or in the execution of the work, the delivery period will be extended accordingly.
  6. Parc has the right to have one or more of its obligations under an agreement entered into with the other party performed by (a) third party(ies).
  7. If goods, data etc. necessary for the performance of the agreement are not at Parc’s disposal, or are not available on time or in accordance with the arrangements made, or
  8. if the other party fails to perform its obligations, Parc is entitled to suspend performance of the agreement until a date to be determined by it.
  9. If the work is performed in rooms, they will not be cleaned by Parc prior to completion.

Article 5: Inclusion and approval

  1. Recording of the work shall be made upon request by Parc indicating the day on which the work will be completed.
  2. The inspection shall take place on or as soon as possible after the day referred to in paragraph 1, but not later than 2 days after the day referred to above, failing which the work shall be deemed to have been approved. Parc may require the other party to be present at the inspection.
  3. After the work has been recorded, the other party shall immediately notify Parc whether or not it has been approved, in the latter case giving reasons for withholding approval. Such notification shall be in writing, unless otherwise agreed. If the withholding of approval relates to minor repairs, the work shall be deemed to have been completed notwithstanding the repairs still to be carried out by Parc.
  4. Reinstatement after withholding approval shall be in accordance with paragraphs 1 to 3.
  5. The work is approved by the mere fact of its commissioning.

Article 6: Payment

  1. The other party is obliged to pay the invoiced amounts to Parc within thirty days of the invoice date. However, if a fixed contract price has been agreed, the other party must have paid half thereof to Parc before the commencement of the work.
  2. Negligence on the part of the other party with respect to the taking of goods or not giving Parc the opportunity to perform the agreed work shall not affect the payment obligations of the other party.
  3. If the other party has not complied with its obligations on the due date, it is immediately in default without notice of default being required. In that case, all the other party’s obligations to Parc by virtue of all agreements concluded between the other party and Parc become immediately due and payable – irrespective of whether Parc has already invoiced payment obligations in this regard – and the other party is liable for all losses suffered and to be suffered by Parc.
  4. In the event of failure to pay on time, the other party shall owe commercial interest on the unpaid portion of the principal sum without notice or notice of default.
  5. Costs of collection, both judicial and extrajudicial, shall be borne by the other party.

Article 7: Maintenance

  1. If an obligation to maintain Parc is agreed by contract, the maintenance period shall commence on the day after Parc completes the work and shall in any event end one year after Parc completes the work.

Article 8: Obligations of the other party

  1. The other party will itself take care of the permits, exemptions and decisions required in connection with the execution of the work.
  2. The other party shall provide sufficient opportunity for the supply, storage and removal of building materials and auxiliary materials The other party shall be obliged, at its own expense, to dispose of substances and materials released in the course of the work, including used [packaging] materials and tools, as well as residual materials and consumables, at all times in a lawful and proper manner.
  3. The necessary electricity, gas and water are at the expense of the other party.

Article 9: More and less work

  1. In the event of additions or changes to the agreed work desired by the other party, Parc may at any time claim an increase in the price. Additional work and less work will be calculated on the basis of the pricing factors applicable at the time the work is performed, plus a reasonable profit mark-up in the case of additional work.
  2. Parc is entitled to carry out more work than that stated in the agreement or order confirmation and to charge the other party if such work is either in the interest of the other party or the performance of the agreement, or is required as a result of new or amended statutory regulations, or is performed on the instructions of the other party. The other party shall be informed of the performance of such additional work as soon as possible. The delivery period will be extended accordingly.

Article 10: Damage or loss of goods

  1. The other party is liable for damage to auxiliary materials, equipment as well as items not yet included in the work that have been brought to the work site by Parc, including damage due to theft, decline in value, vandalism and damage including arson.
  2. The other party shall bear the responsibility for the constructions and working methods prescribed by or on behalf of it, as well as for the orders and instructions given by or on behalf of it.
  3. If building materials or auxiliary materials made available or prescribed by the other party have defects, the other party shall be liable for any damage caused by them.
  4. The other party is liable for damage to the work resulting from work or deliveries performed by him or on his instructions by third parties

Article 11: Liability of Parc

  1. Except in the event of wilful intent or gross negligence on the part of Parc, Parc is not liable for any loss or damage whatsoever or on any grounds whatsoever unless and insofar as its liability insurer pays out a sum in this connection, plus any excess of Parc.
  2. Notwithstanding the provisions of paragraph 1, no liability shall attach to Parc if the other party fails to perform, fails to perform on time or fails to perform in full any obligation to Parc under any agreement entered into with Parc.
  3. Notwithstanding other provisions, Parc is under no obligation to compensate for consequential loss suffered by the other party or third parties for whatever reason, including delay in the completion of the work.
  4. The other party is obliged to indemnify and hold Parc harmless in respect of claims for damages brought against Parc by third parties for which Parc is not liable by virtue of the above or if the damage suffered by third parties is caused by the infringement of any intellectual property rights, by the use of drawings, data, models, materials or parts or by the use of working methods provided or prescribed to Parc by or on behalf of the other party for the performance of the instruction.
  5. If the agreement is entered into between Parc and two or more other parties jointly, or any obligation under the agreement is incumbent on two or more other parties, the latter are always jointly and severally bound to Parc.

Article 12: Retention of title

  1. Until the other party has paid the full amount of the claim with any additional costs or has provided adequate security for the same, Parc retains title to the goods it has delivered to the other party.
  2. Ownership shall pass to the other party as soon as the other party has fulfilled all its obligations referred to in paragraph 1 of this article.
  3. Parc is authorized to exercise the right of retention so that it may suspend the delivery of the items it holds for the other party in connection with the performance of the work until its due and payable claim with respect to the work has been satisfied.

Article 13: Claims

  1. Complaints, whether they relate to work done or not done by Parc or to Parc’s invoices, must be made in writing to Parc within eight days of the completion of the work or the invoice date respectively. A complaint in respect of specific work does not suspend the other party’s obligation to pay in respect of that or other work.
  2. The other party will never be able to claim dissolution of the agreement on account of complaints or defects.
  3. No claim will be accepted on work performed that is qualitatively satisfactory, but which turns out not to be suitable for the purpose, not made known to Parc.

Article 14: Warranty

  1. Parc warrants the soundness of the work performed by it for a period of 6 months after completion, provided the items are used in a normal careful manner and for the purpose for which they are manufactured.

Article 15 : Non-attributable failure (force majeure)

  1. If Parc is temporarily prevented from fulfilling its obligations as a result of circumstances that arise through no fault or risk of Parc after entering into the agreement, Parc is entitled to suspend performance of the agreement for the period of the prevention. Any payment securities provided by or on behalf of the other party must be extended accordingly.
  2. If Parc is permanently prevented from performing its obligations by circumstances arising as referred to in paragraph 1 above, either party is entitled to terminate all or part of the agreement.
  3. The circumstances referred to above include in any case, but are not limited to, war, threat of war, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, machine breakdowns, interruptions in the supply of energy, business interruptions and the event that Parc is unable to deliver by its own suppliers -for whatever reason-.

Article 16: Dissolution

  1. Without prejudice to the other provisions of the general terms and conditions, the contract shall be dissolved by operation of law, without judicial intervention and without any notice of default being required, at the time when the other party, who has not or not completely fulfilled the obligations arising from the contract, is declared bankrupt, requests a provisional suspension of payment or loses the power of disposition of his assets or a part thereof due to attachment, receivership or otherwise, unless the receiver or trustee acknowledges the obligations arising from this agreement as a debt of the estate and provides security for payment thereof.
  2. As a result of the dissolution, mutually existing claims become immediately due and payable. The other party shall be liable for all losses suffered and to be suffered by Parc.
  3. If the other party fails to perform on time or properly the obligations arising for the other party from any agreement concluded with Parc referred to in these terms and conditions, as well as if the other party is declared bankrupt, applies for a suspension of payments or loses the right to dispose of all or part of its assets as a result of attachment, placement under guardianship or otherwise and in the event of the closing down or liquidation of the other party’s business or their death, Parc is entitled to dissolve the agreement in whole or in part without judicial intervention and without notice of default being required and/or to claim payment for the performed part of the agreement and/or to require advance payment for further performance of the work, without prejudice to Parc’s other rights and without Parc being liable to pay any compensation. In such cases, existing claims on both sides become immediately due and payable. The other party is liable for all losses suffered and to be suffered by Parc.
  4. Parc has the same right to terminate the agreement as set out in paragraph 3 of this article, with the same consequences as described therein, if the other party or any of its employees or assistants offers or provides any benefit, by whatever name or nature, to any of Parc’s employees or assistants before the conclusion of the agreement or during the term of the agreement and in breach of the provisions of clause 1.

Article 17: Publication

  1. Parc has the right, after completion of the agreement, to place advertisement(s) in financial and/or other newspapers or magazines, or on one or more websites, describing the nature of Parc’s services to the other party.
  2. Parc has the right to use the other party’s logo/logo/trade name in communications to clients and potential clients in the advertisement(s) referred to in paragraph 1 of this clause and beyond.

Article 18: Disputes.

  1. All agreements entered into with Parc and any further agreements entered into in performance thereof shall be governed exclusively by the laws of the Netherlands.
  2. All disputes arising from the foregoing agreements, except those with respect to which the Cantonal Court has absolute jurisdiction, shall be tried exclusively by the competent court in ‘s-Hertogenbosch, without prejudice to the competence of any other court with respect to provisional, conservatory or execution measures.

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