ARTICLE 1. | DEFINITIONS
In these general terms and conditions the following terms, always indicated with a capital letter, are used in the following sense.
- FH Taxaties with address Pastoor Kampstraat 11a 5176NP De Moer, registered in the Trade Register under Chamber of Commerce number 82572879.
- Client: any natural person or legal entity with whom FH Taxaties has concluded or intends to conclude an Agreement.
- Consumer: a Client, natural person, not acting in the exercise of a profession or business.
- Parties: FH Taxaties and the Client jointly.
- Agreement: any agreement between the Parties under which FH Taxaties has undertaken towards the Client to provide Services.
- Services: all performances to which FH Taxaties has committed itself towards the Client within the scope of the Agreement, which may be understood to include, but not be limited to, the following
- Preparation of multi-year maintenance budgets;
- Performing appraisals of buildings and/or inventories based on reconstruction value in accordance with 7:960 of the Civil Code, or;
- Performing valuations related to buildings and/or inventories.
- Report: any Written document, such as a (valuation) report, which is delivered to the Client and, on its instructions, possibly also to a third party, as a result of the Services performed.
- In writing: in addition to traditional written communication, communication by e-mail or any other means of communication which, in view of the state of the art and generally accepted practice, can be regarded as equivalent to this.
ARTICLE 2. | GENERAL PROVISIONS
- These general terms and conditions apply to every offer made by FH Taxaties and every Agreement.
- These general terms and conditions shall also apply to Agreements for the execution of which FH Taxaties engages third parties.
- The applicability of any general terms and conditions of the Client, by whatever name, is explicitly rejected.
- The provisions of these general terms and conditions may only be deviated from expressly in writing. If and insofar as the provisions of these general terms and conditions have been explicitly agreed upon by the Parties in writing, the provisions of these general terms and conditions shall prevail.
- The nullity or invalidity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining provisions. In such a case, the Parties are obliged to consult with each other in order to reach a substitute arrangement with regard to the clause affected. In doing so, the purpose and purport of the original provision shall be taken into account as much as possible.
ARTICLE 3. | OFFERS AND CONCLUSION OF AGREEMENTS
- Any offer made by FH Taxaties is free of obligations, even if it is valid for a limited period of time. FH Taxaties may revoke an offer until immediately after the Client has accepted it.
- The Client cannot derive any rights from an offer by FH Taxaties containing an obvious mistake or error, or from an offer by FH Taxaties based on incorrect or incomplete information provided by the Client.
- Without prejudice to the provisions in paragraphs 1 and 2, every Agreement will be concluded at the time when the Client has accepted FH Taxaties' offer in the manner indicated by FH Taxaties. Quotations by FH Taxaties may only be accepted by the Client unaltered, unless FH Taxaties indicates otherwise.
- If the Customer concludes the Agreement in the name of another natural person or legal entity, he declares by entering into the Agreement that he is authorised to do so. The Client is jointly and severally liable with this (legal) person for the fulfilment of all obligations arising from that Agreement.
ARTICLE 4. | OBLIGATIONS OF THE CLIENT & THIRD PARTIES
- The Client warrants that it will provide FH Taxaties, as soon as possible and in the manner indicated by FH Taxaties, with all the information (including documentation) that is reasonably relevant for the setting up and execution of the Agreement, including, if and insofar as relevant for the Services concerned, the name and address of the buildings being assessed and the construction plans. The Client vouches for the accuracy of all the information made available by him to FH Taxaties. FH Taxaties shall under no circumstances be liable for any loss or damage caused as a result of its having relied on incorrect or incomplete information provided by the Client.
- When providing the information referred to in the previous paragraph, the Client is responsible for complying with the applicable privacy legislation. The Client shall indemnify FH Taxaties against any claims made by third parties in this respect.
- If and to the extent that the Services are provided at a location designated by the Client, the Client guarantees that FH Taxaties will have free access to that location within the agreed period of time. Moreover, FH Taxaties must have free use of all the items and facilities present there and reasonably desired by FH Taxaties.
- FH Taxaties shall at all times be authorised to have the Services performed, in whole or in part, by third parties. The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is excluded.
- Except where the law, in view of all the circumstances of the case, imperatively so provides, FH Taxaties shall not be liable for any errors or shortcomings of any third parties to whom it has entrusted the execution of the Services in whole or in part. In any case, FH Taxaties shall never be liable for errors or shortcomings of third parties that it may have engaged in the execution of the Agreement and that perform services other than in the conduct of FH Taxaties' business.
- Under no circumstances will FH Taxaties accept any liability for damages resulting from errors or shortcomings of third parties with whom the Client has concluded an agreement, even if this was done on the recommendation or advice of FH Taxaties.
- These general terms and conditions have also been stipulated on behalf of any third parties to whom FH Taxaties has entrusted the execution of the Services, either in whole or in part. Consequently, to the extent that the right to fulfil the relevant stipulations cannot, by their nature or purport, be exclusively reserved to FH Taxaties, such third parties may invoke the provisions of these general terms and conditions vis-à-vis the Customer as if they themselves, rather than FH Taxaties, were parties to the Agreement.
- It is possible that any third parties to whom FH Taxatie entrusts the execution of the Services, in whole or in part, may wish to limit their liability in that respect. FH Taxaties assumes, and if necessary hereby stipulates, that the Contract concluded with it includes the power to accept such a limitation of liability also on behalf of the Principal.
ARTICLE 5. | TERMS
- Any periods of execution and delivery/completion to which FH Taxaties has committed itself vis-à-vis the Client are merely indicative, non-fatal terms. In order to meet these deadlines, FH Taxaties may be partly dependent on the Client and/or third parties. If the late fulfilment is the result of circumstances beyond FH Taxaties' control, i.e. force majeure within the meaning of Article 9, FH Taxaties' obligations will be suspended for as long as the circumstances of force majeure last. In such a case, the provisions of the remaining provisions of Article 9 shall apply mutatis mutandis.
- If the late fulfilment is the result of circumstances imputable to FH Taxaties, FH Taxaties will not be in default until the Client has given FH Taxaties written notice of default, in which notice of default is stated to be a reasonable term for fulfilment, and FH Taxaties is still in default after the term referred to has lapsed.
- If, for the execution of the Agreement, FH Taxaties is dependent on the Client providing information or making efforts in any other way, and if such information or efforts are not provided in time, FH Taxaties will be entitled to suspend the execution or delivery for as long as the delay lasts.
- If FH Taxaties is in default due to circumstances attributable to FH Taxaties, as referred to in paragraph 2, the Client will be entitled to terminate that part of the Contract to which the default relates, but will never be entitled to additional damages.
ARTICLE 6. | INTERIM CANCELLATION OF THE AGREEMENT
- In case of full or partial premature cancellation of the Agreement by the Client, the Client must inform FH Taxaties thereof in writing and shall be obliged to compensate FH Taxaties for the loss of profit resulting therefrom, consisting of the amount to which FH Taxaties would (presumably) have been entitled if the Agreement had been terminated in a regular manner.
- In case of premature cancellation of the Agreement by a Consumer, the Consumer may, in deviation from the provisions of the previous subsection, only be held to pay for all the costs already incurred by FH Taxaties for the execution of the Agreement, the loss caused by the loss of capacity that FH Taxaties can plausibly demonstrate, as well as the agreed price in proportion to the Services that may have been provided up until the cancellation, whereby, as a basic principle, if the Consumer cancels the Agreement within 48 hours prior to the commencement of the Services, FH Taxaties will be entitled to compensation of the loss of profit resulting for FH Taxaties, consisting of the amount to which FH Taxaties would (presumably) have been entitled if the Agreement had been terminated in a regular manner.
ARTICLE 7. | COMPLAINTS
- Any complaints about FH Taxaties' Services must be communicated to FH Taxaties by the Client verbally immediately after ascertaining, or at least reasonably being able to ascertain, the shortcoming as supposed by the Client, and subsequently confirmed to FH Taxaties in writing within two working days, giving reasons.
- Contrary to the provisions of the previous subsection, if the complaint concerns a Report delivered by FH Taxaties, which complaint could reasonably have been discovered within the term stated below, it must be submitted to FH Taxaties in writing, stating reasons, within seven days of receiving the Report concerned.
- Any complaints about the amount of the invoice must be submitted to FH Taxaties in writing, stating the reasons, within seven days of the invoice date.
- If the Client does not complain in time, FH Taxaties will not be under any obligation as a result of such a complaint.
- Even if the Customer complains in time, its obligation to pay in time and further perform the Agreement shall continue to exist, except insofar as the law mandatorily prevents this for the benefit of the Consumer.
ARTICLE 8. | SUSPENSION AND DISSOLUTION
- If the circumstances of the case so reasonably justify, FH Taxaties will be authorised to suspend the fulfilment of the Agreement or to dissolve the Agreement in whole or in part with immediate effect if and to the extent that the Client fails to fulfil his obligations arising from the Agreement, or fails to fulfil them in time or in full, or if, after the Agreement has been concluded, circumstances come to the knowledge of FH Taxaties which give good reason to fear that the Client will not fulfil his obligations. If the fulfilment of the Client's obligations in respect of which he fails or threatens to fail is not permanently impossible, the power of dissolution shall only arise after the Client has been given notice of default in writing, in which notice of default a reasonable term is stated within which the Client may (still) fulfil its obligations, and performance has still not been effected after the expiry of the last-mentioned term.
- If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payments, his goods are attached, or if the Client does not have free disposal of his assets in any other way, FH Taxaties will be entitled to dissolve the Agreement with immediate effect.
- The Client shall never be entitled to any form of compensation in connection with the right of suspension or termination exercised by FH Taxaties pursuant to this Article.
- The Client shall be obliged to compensate FH Taxaties for any loss or damage suffered as a result of the suspension or dissolution of the Agreement.
- If FH Taxaties dissolves the Agreement, all claims against the Client will be immediately due and payable.
ARTICLE 9. | FORCE MAJEURE
- FH Taxaties shall not be bound to fulfil any obligation ensuing from the Contract if and for as long as it is prevented from doing so due to circumstances for which it cannot be held accountable by virtue of the law, a juristic act or according to socially accepted standards. In addition to the provisions of the law and case law in this respect, force majeure shall also include illness and incapacity for work of the actual contractor.
- FH Taxaties will also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after FH Taxaties should have fulfilled its obligations.
- During the period of force majeure, FH Taxaties' obligations will be suspended.
- If fulfilment of the Agreement becomes permanently impossible due to force majeure, the Parties shall be entitled to dissolve the Agreement with immediate effect.
- If FH Taxaties has already partially fulfilled its obligations when the situation of force majeure arises, or if it can only partially fulfil its obligations, it shall be entitled to separately invoice the part of the Agreement already fulfilled, or the part that can be fulfilled, respectively, unless that part is of no independent value.
- Damage caused by force majeure shall never be eligible for compensation, without prejudice to the application of the previous paragraph.
ARTICLE 10. | PRICES AND PAYMENTS
- Unless expressly stated otherwise by FH Taxaties, all amounts stated by it and owed by the Client are exclusive of VAT, on the understanding that these amounts are (also) stated inclusive of VAT if the Client is a Consumer.
- Payment must be made in the manner indicated by FH Taxaties and within the term indicated by FH Taxaties. In case of transfers, FH Taxaties applies a standard term of payment of 14 days after the date of invoice.
- If the Client is in a state of bankruptcy, has applied for (provisional) suspension of payments, his goods are attached, or if the Client does not have free disposal of his assets in any other way, FH Taxaties' claims against the Client will become immediately due and payable.
- FH Taxaties has the right to provide the Client with the invoice exclusively by e-mail. However, at the Client's prior request, the invoice will be sent by post.
- Payment by the Client must be made without any appeal to suspension or settlement, except insofar as the law mandatorily prevents this for the benefit of the Consumer.
- If payment is not made in time, the Client shall be in default by operation of law. From the day that the Client is in default, the Client must pay an interest of 2% per month over the outstanding amount, whereby part of a month is considered to be a whole month. In deviation from the previous sentence, the statutory interest shall be calculated instead of the contractual interest referred to therein if the Client is a Consumer.
- All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts due by the Client shall be borne by the Client.
ARTICLE 11. | LIABILITY AND INDEMNIFICATION
- FH Taxaties shall not be liable for any loss or damage relating to or caused by any inaccuracy in the information provided by or on behalf of the Client, any other failure to fulfil the Client's obligations arising from the law or the Agreement, or any other circumstance that cannot be imputed to FH Taxaties.
- Reports may only be used for the purpose for which they have been produced and supplied. If a Report is used for any other purpose, FH Taxaties does not accept any liability for this.
- FH Taxaties shall never be liable for indirect loss or damage, including loss of profits and damage due to business interruption. Without prejudice to the other provisions of these general terms and conditions, and in particular the provisions in paragraph 5 of this article, FH Taxaties shall only be liable to the Client for direct loss or damage suffered by the Client as a result of an attributable failure on the part of FH Taxaties in the fulfilment of the Agreement. An attributable failure must be understood to mean a failure that a good and careful professional can and should avoid, with due observance of normal caution and the professional knowledge and means required for the execution of the Services. Direct damage is exclusively understood as
- the reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage eligible for compensation within the meaning of these general terms and conditions;
- any reasonable costs incurred to have the deficient performance of FH Taxations comply with the Agreement, insofar as they can be attributed to FH Taxations;
- reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have resulted in limiting the direct damage within the meaning of these general terms and conditions.
- FH Taxaties shall at all times be entitled to repair any damage suffered by the Client for which FH Taxaties is liable despite the provisions in these general terms and conditions. The Client must give FH Taxaties the opportunity to do so, failing which FH Taxaties' liability in the matter will lapse.
- FH Taxaties' liability shall be limited to no more than the invoice value of the Agreement, or in any case to that part of the Agreement to which FH Taxaties' liability relates, on the understanding that FH Taxaties' liability shall never exceed the amount actually paid out in the case in question under FH Taxaties' liability insurance policy, increased by any excess amount that FH Taxaties may have paid out under that insurance policy.
- The Client shall indemnify FH Taxaties against any claims from third parties for damages attributable to parties other than FH Taxaties. If FH Taxaties is held liable by third parties for that reason, the Client shall be obliged to assist FH Taxaties both extra-judicially and judicially and to do everything that may reasonably be expected of it in such case. If the Client fails to take adequate measures, FH Taxaties will be entitled to do so itself, without any notice of default being required. All costs and damages incurred by FH Taxaties and/or third parties as a result will be fully for the account and risk of the Client.
ARTICLE 12. | FINAL PROVISIONS
- Each Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
- The parties shall not call upon the courts until they have made every effort to settle the dispute by mutual consultation.
- Unless the law imperatively prevents this under the given circumstances of the case, only the competent court within the district of FH Taxaties' place of business will be designated to take cognisance of any legal disputes between the Parties.