General Terms of Delivery VEB Technology version 2018.1.1.

Also downloadable as PDF General delivery terms and conditions for business and consumer Technology

Article 1. Definitions

  1. In these general terms and conditions, the following terms mean the following:
  • Security company: contractor, member of the Association of Recognised Security Companies, who has undertaken to install, and/or maintain (security) installations.
  • Consumer: A natural person, not acting in the exercise of a profession or business.
  • Installation: an installation related to intrusion, fire, access control and communication in the broadest sense.
  • Client: any person with whom the Security Company enters into an Agreement or for whose benefit the Security Company provides goods or services.
  • Agreement: any agreement for the supply of goods and/or services and/or the performance of work by the Security Company in any form or under any title whatsoever, including the sale and installation or maintenance of a Plant and everything related to this, in the broadest sense.

Article 2. Applicability

  1. These general terms and conditions apply to all legal relationships between the Security Company and the Client, including all Agreements, quotations, offers, deliveries and legal acts of the Security Company.
  2. These general terms and conditions form an integral part of the Agreement. Security Company reserves the right to amend these general terms and conditions. Amendments will come into force 30 days after announcement by Security Company. If the Client does not wish to agree to the amendment, it is entitled to terminate the Agreement within two weeks of publication as referred to in this article, without any right to compensation.
  3. Any purchasing conditions or other terms and conditions of the Client shall not apply and are expressly rejected.
  4. If any provision of these general terms and conditions is null and void or annulled, the remaining provisions shall remain in full force and effect. The void or annulled provision shall be replaced by a valid provision to be reasonably drawn up by the parties, which shall, as far as possible, have the same intended legal effect.
  5. In case any provision of the (written) Agreement should conflict with the provisions of these general terms and conditions, the provision of the Agreement shall prevail.

Article 3. Quotations and offers, formation of the Agreement

  1. All offers and quotations, in whatever form, from the Security Company are without obligation, unless a deadline for acceptance is stated.
  2. If no deadline for acceptance is specified, the offer expires in any case after 14 days.
  3. If the security company wishes to charge a fee for issuing a quotation, the Client will be informed in advance.
  4. The Agreement shall only come into effect after written confirmation by the Security Company of the Client's acceptance of the offer, or at the time the Security Company has commenced performance of the Agreement.

Article 4. Execution of the Agreement

  1. The Security Company shall perform the Agreement to the best of its knowledge and ability and in accordance with the statutory regulations and the rules of conduct of the Association of Recognised Security Companies.
  2. Any technical requirements imposed by the Customer on the goods to be delivered that deviate from normal requirements must be reported in writing by the Customer before the conclusion of the Agreement.
  3. If a model or example has been shown or provided by the Security Company, it is assumed to have been shown or provided only by way of indication: the qualities of goods to be delivered may deviate from the model or example.
  4. The Security Company is entitled to engage third parties, subcontractors or auxiliary persons for the performance of the Agreement at its discretion.
  5. The Client shall ensure that all information, permits and other documents which the Security Company has indicated are necessary for the performance of the Agreement, or which the Client should reasonably understand are necessary, are at the Security Company's disposal in good time before commencement of the work.
  6. Unless otherwise agreed, the Client shall ensure the availability of the necessary connections, energy, and auxiliary equipment. The costs for this shall be borne by the Client.
  7. In the event that it has been agreed that the Agreement will be performed in phases, the Security Company cannot be obliged to perform a subsequent phase until the previous phases have been approved by the Client and paid if one or more separate invoices have been sent for that phase.
  8. If the start and progress of the work is delayed due to circumstances for which the Client is responsible, the Security Company may recover from the Client the damage resulting for it.
  9. The Principal bears the risk for damage relating to all designs, constructions, drawings, calculations, materials, auxiliary persons, suppliers, execution regulations and designs of the Security Company approved by him.
  10. The Client shall bear the risk of damage to and loss of materials, tools and parts brought to the work.

Article 5. Delivery

  1. Unless otherwise agreed, delivery shall be made by the Security Company ex workshop, factory or warehouse. Any transport or installation costs are not included in the price, unless expressly agreed otherwise. The goods shall then be deemed to have been delivered and the risk thereof shall pass to the Client at the time that the goods have left the Security Company's premises or, if earlier, at the time when the actual possession is transferred to the Client.
  2. The Customer is obliged to take delivery of the delivered goods at the time they are delivered to him.
  3. If the Customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored at the Customer's risk. In that case, the Customer shall owe all additional costs, including in any case storage costs.
  4. Unless expressly agreed otherwise in writing, assembly and installation of the goods delivered by the Security Company shall be performed at the expense and risk of the Client, by the Client himself or a third party engaged by the Client for that purpose.
  5. If the start and progress of the work is delayed due to circumstances for which the Client is responsible, the Security Company may recover from the Client the damage resulting for it.

Article 6. Amendment of Agreement

  1. If, during the performance of the Agreement, it becomes apparent that it is necessary to modify or supplement the Agreement for its proper performance, the Security Company and the Client will consult on this matter.
  2. The Security Company is authorised to deliver goods or services that deviate from the goods and services described in the agreement if (i) these are changes made by the Security Company's supplier, or (ii) the agreed goods or services are no longer available or deliverable, or no longer under the same conditions, and (iii) these do not deviate substantially from the agreed performance. Only if the Security Company makes use of this possibility to change the delivery of goods or services, and is only able to deliver goods or services that do deviate substantially from the agreed performance, the Client shall be entitled to rescind the Agreement for a period of 8 days after delivery without any compensation. In any case, the Customer shall not have the right of dissolution if it concerns a faulty delivery which is rectified or concerns changes in the goods or services to be delivered, packaging or associated documentation required to comply with the applicability of statutory regulations or if it concerns minor changes to the goods or services which may or may not represent an improvement.
  3. An amendment or addition to the Agreement may affect the time of completion of the Agreement. The Security Company shall inform the Client accordingly. In that case, the Client can no longer rely on the originally agreed delivery date.
  4. The Security Company is authorised, if the additional or less work resulting from the amendment or supplement to the Agreement has financial consequences, to pass these on to the Client. The Security Company will inform the Client of this in advance.
  5. Settlement of additional or less work will take place with the final invoice.
  6. The Security Company is not authorised to charge for additional work if the cause of the additional work is due to circumstances for which the Security Company is to blame.
  7. The Security Company is authorised to pass on to the Client any cost-increasing circumstances on which there is a statutory requirement.

 

Article 7. Delivery period and completion of the Agreement

  1. The Security Company shall endeavour to achieve completion of the Agreement within the specified delivery times. An agreed delivery time is not a deadline, unless expressly agreed otherwise. In the event of late delivery, the Client must therefore give the Security Company written notice of default and a reasonable period for performance.
  2. The Security Company shall not be liable for any delays in delivery or damage caused by or during transport.
  3. If required, the Security Company shall inform the Client of the completion of the performance of the Agreement. The Client is deemed to have accepted the delivery of the Installation, or the result of the Security Company's work i) when it declares this to the Security Company, ii) after commissioning, or iii) if it has not objected to it in writing, supported by reasons, within 2 working days of completion of the execution of the Agreement, accompanied by a statement of the work still to be performed.
  4. By acceptance of (the results of) the work of the Security Company, as well as by delivery of the Installation, the risk for the Installation passes to the Customer, insofar as that risk had not already passed to the Customer.

Article 8. Prices and payment

  1. All prices quoted by the Security Company in quotations, offers or Agreements are exclusive of taxes, including sales tax (VAT), and other government levies, unless otherwise indicated. The prices stated in quotations to Consumers are inclusive of VAT, unless otherwise indicated.
  2. The Security Company shall at all times be entitled to pass on to the Principal any cost-increasing circumstances on which a statutory regulation is based, or cost increases resulting from circumstances beyond its control or due to increases in purchase prices. The Client is not entitled to terminate the agreement prematurely as a result of these increases. If the price increase takes place within three months of the conclusion of the Agreement, the Client acting as a Consumer shall be entitled to terminate the Agreement within 30 days of notification of the relevant adjustment by the date on which the adjustment comes into effect, unless the Security Company still withdraws the announced adjustment as a result, in which case the Agreement shall continue at the original terms.
  3. Payment shall be made without discount, suspension or set-off. Payments made by the Customer always serve firstly to settle all interest and costs due, and secondly to settle due invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice.
  4. The Security Company and the Client may agree that the work, or the delivery of products or services, will be performed on the basis of subsequent costing. In this case, The Security Company shall inform the Client in advance of the hourly rate to be applied and the estimated material costs. Failing this, a reasonable hourly rate and reasonable material costs shall apply.
  5. Unless otherwise agreed, the Security Company may, at its sole discretion, charge for work performed by advance, interim and final invoices.
  6. Payment of the advance invoices submitted by the Security Company must be made before the start of performance of the Agreement. Payment of other invoices must be made within 30 days of the invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
  7. The records of the Security Company shall serve as full evidence as to what is owed to the Security Company by the Client, subject to evidence to the contrary to be provided by the Client.
  8. If the Client fails to pay the amounts due under the Agreement on time, it shall, without the need for a reminder or notice of default, owe the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code on the amount due without prejudice to the Security Company's other rights. The Client acting as a consumer shall owe the statutory interest pursuant to Article 6:119 of the Dutch Civil Code. In addition, the Client is obliged to reimburse the Security Company for any judicial and extrajudicial collection costs incurred.
  9. The following applies to the amount of extrajudicial (collection) costs:
  • insofar as the Client acts as a Consumer, the Security Company shall be entitled to an amount equal to the statutory maximum compensation for extrajudicial collection costs, as stipulated in and calculated in accordance with the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), insofar as the outstanding amount - after the default has occurred - is not yet paid by the Security Company after a reminder within fourteen days counting from the day after the reminder;
  • insofar as the Client does not act as a Consumer, the Security Company, in deviation from Article 6:96 subsection 5 of the Dutch Civil Code and also in deviation from the Compensation for Extrajudicial Collection Costs Decree, shall be entitled to compensation and payment of the extrajudicial (collection) costs, which shall now be determined as follows:

- over the first Euro 10,000 : 15%;

- on the excess up to Euro 25,000 :10%;

- on the excess up to Euro 50,000: 5%;

with a minimum of Euro 250.

If the Security Company proves to have incurred higher costs, these will also be eligible for reimbursement.

Article 9. Warranty

  1. The Security Company provides warranty on the delivered goods if and to the extent provided for in the Agreement and in that consequence in accordance with the applicable warranty conditions.
  2. During the agreed warranty period, defective equipment will be repaired or replaced at the Security Company's discretion free of charge. No guarantee is given on replaced equipment, batteries and accumulators. Damage and malfunctions caused by external causes (such as lightning strikes, earth currents, destruction) are not covered by the guarantee. If no guarantee or guarantee period has been agreed upon, only the factory guarantee of the equipment in question and/or the guarantee of the Security Company's supplier shall apply.
  3. Delivered labour related to warranty work may be charged by the Security Company and is not covered by the warranty.
  4. If the guarantee referred to in this article applies and the Installation shows a defect, the Security Company shall make every effort to investigate the defect as soon as possible after the Customer has reported it to it and, if necessary, commence the repair or replacement work.
  5. Warranty work on items installed or fitted will be repaired on site where possible, all other items should be presented to the Security Company for repair by the Client.
  6. Instead of repair, the Customer may only claim replacement of the item if:

- the Security Company has made several attempts to rectify the same defect, these attempts have been unsuccessful and the defect is sufficiently serious to require replacement, or

- the Installation is so defective that it does not comply with the Agreement, unless the deviation from what was agreed does not justify replacement in view of its minor significance.

  1. The warranty is void if:
  • the defect was already perceptibly present when the Installation was handed over and the Customer did not demand repair at that time;
  • the type or serial number of a product has been removed or changed;
  • the defect is the result of improper use or insufficient maintenance by the Customer;
  • changes or repairs have been made to the Installation without the consent of the Security Company;
  • the defect is the result of normal wear and tear;
  • the defect under the Agreement or the other provisions of these general terms and conditions is for the Customer's account;
  • the Client does not give the Security Company sufficient opportunity to remedy the defect.
  1. The Principal is obliged to examine the delivered goods (or have them examined) at the time of receipt. In doing so, the Client should check whether the quality and quantity of the goods delivered corresponds to what has been agreed. Any visible shortcomings should be reported to the Security Company in writing within 48 hours after delivery of the goods. Non-visible shortcomings should be reported to the Security Company in writing within 14 days after delivery of the goods. If no such reports are received by the Security Company, the goods will be deemed to have been received by the Client in good condition and in accordance with the Agreement, and any rights of the Client in respect of the goods delivered will lapse.
  2. The defective parts replaced under this article become the property of the Security Company.

Article 10. Liability

  1. The Security Company is only liable to the Client for direct damage, which is the result of intent or deliberate recklessness on the part of the Security Company or its employees and is at all times limited to the liability and damage covered by the Security Company's current liability insurance policy .
  2. If the Security Company is liable, such liability shall at all times be limited to direct and material damage resulting exclusively from an attributable failure on the part of the Security Company to comply with its obligations under the Agreement laid down in writing, and the Client has given the Security Company timely notice of default in this respect, whereby the Security Company has been given the opportunity to remedy the defect.
  3. The Security Company shall never be liable for damage in the cases mentioned in Article 9 (warranty) paragraph 7 (warranty expiry grounds).
  4. Under no circumstances shall the Security Company be liable for any form of indirect or consequential damage, including but not limited to delay damage, loss of turnover or profit, missed savings, business interruption, loss of capacity or deployment of people or means of production and business closure.
  5. Damage must be reported to the security company in writing by the Principal within 14 days of discovery, but no later than 30 days after delivery, on penalty of forfeiture of the right to compensation and all other claims. Any liability shall in any event lapse three months after delivery of the products or services to which the damage relates.
  6. The Security Company's liability is limited to the amount of the invoice excluding VAT of the delivery to which the damage relates, but to a maximum of EUR 20,000 per event or related events and to a maximum of EUR 60,000 per year. Without prejudice to the previous limitations, the liability for damage is in any case limited to the amount actually paid out by the Security Company's insurer.
  7. The above limitations do not apply if the damage is due to intent or deliberate recklessness on the part of the Security Company or its executives.
  8. The Security Company shall not be liable for damage if i) the Security Company had to perform its work without an approved security plan, or i) the damage resulted from inaccuracy of the information provided by the Client.
  9. The Client shall indemnify and hold the Security Company harmless from and against all claims by third parties (including claims by employees of the Security Company by virtue of violation of Sections 7:611 and 7:658 of the Dutch Civil Code) in connection with the performance of the Agreement and damage that may arise for the Security Company and that is for the Client's account by virtue of these general terms and conditions.

 

Article 11. Force majeure

  1. If the performance of the Agreement is delayed or impeded as a result of force majeure, the Security Company is entitled to suspend the performance of the Agreement or terminate the Agreement by means of a written statement, without any obligation to pay compensation.
  2. In these General Terms and Conditions, force majeure means, in addition to its definition in the law and in case law, all external causes, foreseen or unforeseen, that are beyond the control of the Security Company, but which prevent the Security Company from fulfilling its obligations, including but not limited to strikes illness of personnel, labour disputes, power, computer, telephone and fax failures, shortcomings of third parties, including suppliers and subcontractors, engaged by the Security Company for the performance of the Agreement, as well as any hindrance caused by third parties or government measures.
  3. The Security Company is entitled to suspend its obligations under the Agreement during the period of force majeure. The Security Company is not liable to pay any damages to the Client if it has not been able to fulfil its obligations, properly or on time, due to force majeure. If this period lasts longer than two months, the parties are obliged to enter into consultations as soon as possible concerning a reasonable solution to the situation that has arisen.

 

Article 12. Intellectual property

  1. The intellectual property rights to all documents such as drawings, illustrations, technical descriptions and designs created as part of an offer, quotation or the Agreement are vested in the Security Company. The Client is not permitted to reproduce, publish or disclose these documents to third parties without written permission from the Security Company.
  2. If an offer or quotation does not lead to an Agreement, the Client must return or destroy all documents belonging to that offer or quotation at the Security Company's first request.

 

Article 13. Security and retention of title

  1. If, after concluding the Agreement, the Security Company cannot reasonably be confident that the Client will fulfil its payment obligation in full and on time, the Security Company may demand security from the Client for all its existing and future obligations. As long as the security has not been provided, the Security Company is authorised to suspend performance of the Agreement and/or, after having given the Client notice of default, to dissolve the Agreement.
  2. All goods delivered by the Security Company to the Client, including the Installation, shall remain the property of the Security Company until the Client has fulfilled all its obligations towards the Security Company, including payment of all amounts due during the term of that agreement as well as any default interest and/or collection costs.
  3. The Plant delivered by the Security Company and parts subject to retention of title may only be resold in the context of normal business operations. Furthermore, the Customer is not authorised to pledge the Installation or parts or to establish any other right on them.
  4. The Security Company hereby reserves the rights of pledge referred to in Article 3:237 of the Dutch Civil Code on a delivered Plant that has passed into the ownership of the Customer by payment and is in the hands of the Customer, as additional security for any claims of the Security Company against the Customer on any account whatsoever. The authority included in this article also applies to Plant supplied by the Security Company that has been treated or processed by the Client, as a result of which the Security Company has lost its reservation of title.
  5. If the Customer fails to comply with its obligations or if there is a well-founded fear that it will not do so, the Security Company is entitled to remove or arrange the removal of a delivered Plant subject to the Security Company's retention of title from the Customer's premises or from the premises of third parties holding the Plant for the Customer. The Customer hereby irrevocably authorises the Security Company to independently exercise the rights referred to in this Article, and to that end to gain access to the location and place where the Security Company's goods in question are located, and to remove those goods. The Client is obliged to provide all cooperation to this end on penalty of a fine of 10% of the amount owed by him per day.
  6. If third parties wish to establish or assert any right to the Plant delivered under retention of title, the Client is obliged to inform the Security Company as soon as can reasonably be expected.
  7. The Client undertakes:

- insure and keep insured the Plant delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection;

- pledge all claims of the Client against insurers in respect of the Plant delivered under retention of title to the Security Company in the manner prescribed in Article 3:239 of the Dutch Civil Code;

- to pledge to the Security Company the claims that the Client acquires against its customers on the resale of Plant delivered under retention of title by the Security Company in the manner prescribed in Article 3:239 of the Dutch Civil Code;

- mark the Plant delivered under retention of title as the property of the Security Company;

- otherwise cooperate with all reasonable measures which the Security Company wishes to take to protect its ownership rights in respect of the Installation and which do not unreasonably impede the Customer in the normal conduct of its business.

  1. Ownership of the Installation and other materials supplied shall not pass to the Customer until he has paid all that is due under any Agreement with the Security Company.
  2. The Customer is obliged to treat the Installation and the other materials delivered with care and is not entitled to encumber or pledge them until he has fulfilled his obligations to the Security Company in full.

 

Article 14. Dates and confidentiality

  1. The Security Company records and stores personal data of the Client. By giving the assignment to the Security Company, the Client thereby gives its express consent to the processing of the Client's personal data. the Security Company handles this personal data in accordance with the Security Company's privacy statement.
  2. All personal data that the Security Company receives from the Client or collects itself in the performance of the Agreement is subject to a duty of confidentiality towards third parties. the Security Company shall not use this information for any purpose other than that for which it obtained it, unless it has been put in a form that does not allow it to be traced back to data subjects. This duty of confidentiality does not apply:
  • insofar as the Client has given explicit permission to provide the information to third parties;
  • if providing the information to third parties is logically necessary for the performance of the Agreement;
  • If there is a legal obligation to disclose the information to a third party; or
  • if personal data are provided to third parties in their capacity as sub-processors.
  1. The Client grants the Security Company the right to communicate messages to it and third parties by digital means, being aware that the confidentiality of information sent in this way is not or cannot be fully guaranteed.
  2. The Security Company, the Principal and the third parties engaged by either party in the context of the assignment are obliged to keep confidential all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is deemed to be confidential if the other party has notified it or if this arises from the nature of the information, including in any case the security plan, service schedules and instructions of the Security Company regarding the Services.
  3. Client acknowledges that access to and dissemination of personal information of itself or its employees, representatives or its affiliates may be necessary in the interest of providing proper services as set out in this agreement. The Client shall indemnify the Security Company against any related third party claims.

 

Article 15. Termination, suspension

  1. The Security Company is authorised, inter alia, to suspend the performance of the Agreement or to swear in or dissolve the Agreement free of charge with immediate effect, all without prejudice to the Security Company's right to claim damages, if:
  • the Client is declared bankrupt or an application for bankruptcy has been filed, the Client has been (provisionally) granted a suspension of payments or has been admitted to the debt restructuring scheme under the Dutch Natural Persons Debt Rescheduling Act (Wet Schuldsanering Natuurlijke Personen), its assets have been attached or it otherwise loses the free disposal of its assets;
  • the Customer does not, does not timely or does not fully comply with the obligations under the Agreement;
  • after concluding the Agreement, circumstances come to the attention of the Security Company which give good reason to fear that i) the Client will not fulfil its obligations, or ii) the Security Company will not be able to perform the Agreement as a good contractor;
  • after the conclusion of the Agreement there is such a change in circumstances that the Security Company is no longer willing or able to perform the Agreement, or no longer able to do so under equal conditions;
  • when concluding the Agreement, the Security Company asked the Client to provide security for performance and this security is not provided or is insufficient.
  1. In the cases referred to in paragraph 1, all claims of the Security Company against the Client shall be immediately due and payable in full, the Client shall be obliged to immediately return all unpaid items and the Security Company shall have the right and is hereby irrevocably authorised by the Client to gain access to the Client's premises and buildings, enter them and take possession of the items in question.
  2. The Client shall only be authorised to dissolve the Agreement in the event of an attributable failure by the Security Company justifying dissolution and the Security Company is in default in doing so after prior notice of default by the Client.
  3. If any circumstances arise involving persons and/or material which the Security Company uses or tends to use in the performance of the Agreement which are of such a nature that the performance of the Agreement becomes impossible or so problematic and/or disproportionately costly that fulfilment of the obligation under the Agreement can no longer reasonably be required, the Security Company is authorised to dissolve the Agreement.
  4. If the Agreement is dissolved, the claims of the Security Company against the Client are immediately due and payable. If the Security Company suspends performance of the Agreement, it shall retain its claims under the law and the Agreement.

Article 16. Applicable law and disputes

  1. The Agreement between the Security Company and the Client, including its conclusion and execution and any related disputes, shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
  2. All disputes between the Security Company and the Client shall exclusively be submitted to the Dutch court in the district where the Security Company has its registered office, or - if the Client is a Consumer - the district where the Client has its registered office.

Article 17. ODR / Online Dispute Resolution

  1. The ODR platform was created by the European Commission in 2016 to help dissatisfied consumers. ODR is a form of alternative dispute resolution: alternative to court proceedings. This platform aims to resolve E-commerce disputes between consumers and business owners without the need for a court. If you have a complaint about an online purchase, you can submit it through this platform. The complaint will then be handled by a dispute resolution body. Do you have any questions about the ODR procedure? If so, contact the ODR contact point. This is hosted by the European Consumer Centre. Call 030-2326441 available Monday to Friday 9:00 - 17:00 or send an e-mail to: info@odrnederland.nl