a. These terms and conditions apply to all offers and quotations and all agreements concluded with GMBS with respect to services, like for example advice, information, research and sale of movable property by GMBS.
b. Stipulations deviating from these terms and conditions are only valid if these have explicitly been agreed upon in writing by all parties.
c. The activities to be carried out by GMBS’s engineers are governed by the Regeling van de Verhouding tussen Opdrachtgever en adviserend Ingenieursbureau 2001 (RVOI) (Dutch Regulation regarding the Relationship between Principal and Firm of Consulting Engineers of 2001) in addition to these general terms and conditions. In the event that the GMBS conditions deviate from those of the RVOI, the GMBS conditions shall always prevail.
d. Where uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found in ’the spirit’ of these provisions.
e. Where a conflict between the parties occurs, that is not regulated within these terms and conditions, this situation should be read and judged by ’the spirit’ of these terms and conditions.
f. In case GMBS does not require strict compliance with these terms and conditions at any time, this does not mean that its provisions do not apply, or that GMBS would, in any degree, lose the right in other cases to strict observance of the provisions of these terms and conditions.
g. Where one or more provisions of these terms at any time become wholly or partially invalid or void, then the remainder of these terms remains fully applicable. GMBS and the Principal will then engage in dialogue to develop and agree to new rules to replace the invalid or void provisions, whereby the purpose and intent of the original provisions are observed as much as possible.
a. All offers and/or quotations are without engagement, unless it has been stipulated explicitly that they are irrevocable, and they are valid for fourteen (14) days, counted from the date of the offer and/or quotation.
b. Agreements can only be concluded by written acceptance by GMBS of an order, or by execution of the order by GMBS.
c. The number of activities covered by an agreement is determined by the offer, including the changes that are inserted later on by mutual agreement.
d. GMBS cannot be held responsible for strict observance of its quotations or offers where a Principal can reasonably understand that these quotations or offers, or any part thereof, manifest a clear mistake or slip.
a. The prices given by GMBS are exclusive of value added tax (VAT) and other government levies.
b. The prices published by GMBS in catalogues or in any other form, are not binding GMBS. After concluding the agreement, GMBS is entitled to raise the agreed prices in case of among other things interim price increases and/or surcharges on freight, customs tariffs, prices of goods and/or raw materials, taxes, wages or social security charges, depreciation of the Dutch currency and/or appreciation of foreign currency, and in case of those government measures that make prices rise.
c. In case of increased net prices, the Principal is entitled to cancel the agreement, provided that he shall give notice in writing to GMBS within fourteen days (14) after having been informed about the increase of net prices. In case of cancellation of the agreement, the Principal has no right to compensation.
4. Execution of the agreement
a. The agreement shall be executed within the (estimated) period that has been determined in consultation with the Principal and that is mentioned in the offer, unless this turns out not to be reasonably feasible. If the deadline threatens to be exceeded, GMBS shall discuss this as soon as possible with the Principal. However, GMBS shall never be in default de jure by just exceeding the deadline.
b. By concluding an agreement GMBS only binds itself to carry out the ordered activities, seeking to achieve a useful result for the Principal.
c. GMBS has towards the Principal only an obligation of best intents and not an obligation of result.
d. GMBS advises its Principals to the best of its ability and applies today’s relevant know how, which also implies that GMBS cannot vouch for the unknown harmful consequences of the advised use at the time that advice was given.
e. In the event of GMBS selling movable property, GMBS will not provide any guarantee other than described in the offer, without prejudice to any guarantee given by the manufacturer that can solely be claimed against the manufacturer. GMBS will solely carry out additional work following approval of the Principal, after which the costs of additional work may be charged to the Principal.
f. With respect to conﬁdential information of the Principal provided to GMBS in the framework of execution of the agreement, GMBS shall observe secrecy, in that sense that GMBS shall never publish these data in a way that they can be directly traced to the Principal. A further obligation to observe secrecy shall expressly apply if this has been explicitly agreed upon in writing.
g. Research results shall be disclosed anonymously, unless upon written request of the Principal secrecy has been agreed, the period of secrecy not exceeding one year counted from delivery date/invoice date.
h. An obligation to observe secrecy, if any, of GMBS does not apply as far as GMBS would then act contrary to its legal tasks and obligations.
i. In case GMBS or GMBS assigned third parties under the contract, perform works at the location of the Principal or a location designated by the Principal, the Principal shall provide free of charge all reasonably required facilities as requested by GMBS assigned personnel.
j. GMBS has the right to implement by its Principal assigned projects in different phases and as such send invoices to its Principals for these phases separately.
k. Where the agreement is implemented in phases, GMBS is entitled to suspend the implementation of the subsequent phase(s) until such time Principal approves the preceding stage in writing to GMBS.
5. Obligations and responsibility of the Principal
a. In case of interpretation of data, the Principal is responsible for the selection and representativeness of the data as well as for timely delivery of these data to GMBS.
b. The Principal accepts that there is a real possibility of misinterpretation of the questions or advice in case of telephone advice, and that the risk of misinterpretation of the question or misinterpretation of the advice shall be borne by him.
6. Delivery, risk and ownership
a. Movables will be delivered from the business address of the GMBS branch with which a contract is concluded and at the moment of delivery the risk of these goods passes to the Principal.
b. In case of delivery of movables GMBS remains the owner of all goods delivered to the Principal until the purchase price and any additional requirements, such as, but not limited to interest and collection costs of all goods has been paid in full.
c. Copyright and all other intellectual or industrial property rights of given advice and information remain exclusively vested in GMBS.