These Terms and Conditions concern the terms and conditions of Alphabet Group B.V., trading under the name “Eager”, having its registered office in Amsterdam and its principal place of business in Amsterdam at Vondelstraat 35, registered in the commercial register of the Chamber of Commerce for Amsterdam under file number: 67112757.
Article 2: ApplicabilityThese terms and conditions apply to all offers and agreements of Alphabet Group B.V., acting under the name “Eager”. The contractual other party will hereinafter be referred to as “Client”.
In these terms and conditions, “Principal” means any (legal) person to whom Eager addresses its offers/quotes as well as the person who sends offers/quotes to Eager and the person who gives an order to Eager or the person with whom Eager enters into an agreement and furthermore the person with whom Eager is in any legal relationship and apart from him, his representative(s), agent(s), assignee(s) and heir(s).
The parties have the option to deviate from these general terms and conditions. These contrary terms and conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing.
The applicability of any purchase conditions or other terms and conditions of the Client is expressly excluded.
In these general terms and conditions, “in writing” also means by e-mail, fax or any other means of communication that can be equated with this in view of the state of the art and socially accepted standards.
The acceptance and retention by the Client without comment of a quotation or order confirmation on which reference is made to these terms and conditions shall be deemed to be agreement to their application.
The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
Article 3: Formation of agreements.If an offer from Eager is accepted, the agreement will only be established after written confirmation from Eager, or at the time Eager has commenced execution actions with the consent of the Client.
Verbal agreements do not bind Eager until they have been confirmed in writing by Eager.
Additions or modifications to the general terms and conditions or otherwise changes or additions to the agreement shall become binding only upon written confirmation by Eager.
Article 4: OffersAll offers, quotations or quotations by Eager are without engagement and automatically expire after a period of 30 days, unless within that period Eager no longer maintains the offer and/or quotation and/or quotation or unless Eager indicates otherwise already when making the offer, quotation or quotation. If a quotation or offer contains an offer without engagement and this offer is accepted by the Principal, Eager has the right to withdraw the offer within 5 working days after receipt of the acceptance.
The prices used by Eager as well as the prices mentioned in offers, quotations, quotations, etc. are exclusive of VAT and any costs. These costs may include – but are not limited to – travel expenses, transportation costs and invoices from third parties.
Advertising accounts, images and descriptions in offers and on the website of the user, brochures, catalogs, drawings, models, statements of colors, dimensions as well as other data or descriptions, are as accurate as possible, but are for indicative purposes only. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
The advertising accounts, images, brochures, catalogs, drawings, etc. referred to in the previous paragraph of this article and the intellectual property rights thereon shall at all times remain Eager’s property, unless the parties have expressly agreed otherwise in writing. They must be returned at Eager’s first request. They may not be reproduced or given to third parties for inspection without Eager’s written permission.
Quotes do not automatically apply to future orders.
Eager cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
Article 5: Execution of agreementEager will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and to the extent required for proper execution of the agreement, Eager has the right to engage third parties for certain work.
The Client shall ensure that all data, which Eager indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to Eager in a timely manner. If the data necessary for the execution of the agreement are not provided to Eager in a timely manner, Eager has the right to suspend the execution of the agreement or to charge the Principal the additional costs resulting from the delay according to the usual rates.
Eager is not liable for damages of any kind.
If work is performed by Eager or third parties engaged by Eager in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
The Principal indemnifies Eager for any claims by third parties, who suffer damages in connection with the execution of the agreement, the cause of which is attributable to others than Eager. If Eager should be sued by third parties for that reason, the Principal is bound to assist Eager both extra-judicially and judicially and to do immediately everything that can be expected from the Principal in that case.
Should the Principal fail to take adequate measures, Eager is entitled, without notice of default, to take such measures itself. All resulting costs and damages on the part of Eager and third parties will be for the account and risk of the Client.
Article 6: Modification of the agreement.
If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement.
If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. Eager will inform the Client of this as soon as possible.
If the amendment or supplement to the agreement has financial and/or qualitative consequences, Eager will inform the Client in advance. If a fixed fee has been agreed upon, Eager will indicate to what extent the change or supplement to the agreement will result in an increase of this fee.
Notwithstanding paragraph 3, Eager will not be able to charge additional costs if the change or supplement is due to circumstances attributable to Eager.
Article 7: Contract duration; execution period
The agreement between Eager and a Client is entered into for the duration of the assignment unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If within the term of the agreement a deadline has been agreed upon for the completion of certain work, this is never a fatal deadline. Therefore, if the execution period is exceeded, the Client must give Eager written notice of default.
Article 8: Fee
For offers and agreements in which a fixed fee is offered or agreed upon, paragraphs 2, 5 and 6 of this article apply. If no fixed fee is agreed upon, paragraphs 3 to 6 of this article apply.
If the parties agree on a fixed fee, Eager is nevertheless entitled to increase this fee. Eager may pass on price increases if Eager can demonstrate that significant price changes have occurred between the time of offer and delivery with respect to, for example, wages and/or other costs.
If no fixed fee is agreed upon, fees will be determined based on actual hours spent. The fee will be calculated according to Eager’s usual hourly rates, valid for the period in which the work is performed, unless a different hourly rate has been agreed upon.
Any cost estimates are exclusive of VAT unless otherwise indicated.
For assignments with a duration of more than 3 months, fees due will be charged periodically.
If Eager agrees with the Client on a fixed fee or hourly rate, Eager is nevertheless entitled to increase this fee or rate. Eager may pass on price increases if Eager can demonstrate that significant price changes have occurred between the time of offer and delivery with respect to, for example, wages and other costs necessary for Eager.
In addition, Eager may increase the fee if, during the performance of the work, it appears that the amount of work originally agreed upon or expected was underestimated to such an extent when the agreement was concluded that Eager cannot reasonably be expected to perform the agreed work at the originally agreed fee. In such case, Eager will notify the Client of the intention to increase the fee or rate. Eager will include the extent of and the date on which the increase will take effect.
Article 9: Payment
Payment shall be made within 14 days of the invoice date, in a manner to be indicated by Eager in the currency invoiced, unless otherwise indicated in writing by Eager. Eager is entitled to invoice periodically.
If Client fails to make payment within the period of 14 days then Client is in default by operation of law. Client shall then owe interest of 1% per month, unless the legal interest rate is higher in which case the legal interest rate shall apply. Interest on the amount due and payable will be calculated from the time Client is in default until the moment of payment of the full amount.
In the event of liquidation, bankruptcy, attachment or suspension of payments of the Client, Eager’s claims against the Client are immediately due and payable.
Eager is entitled to have payments made by Client firstly deduct the costs, then deduct the interest that has fallen due and finally deduct the principal sum and current interest.
Eager may, without thereby being in default, refuse an offer of payment if the Client designates a different order of attribution. Eager can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and collection costs.
Client is never entitled to set off any amount owed by him to Eager.
Objections to the amount of an invoice do not suspend the payment obligation.
If Client is in breach or default in the (timely) fulfillment of its obligations, then all reasonable costs to obtain satisfaction out of court shall be borne by Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Eager has incurred higher costs for collection which were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. Client shall also owe interest on the collection costs due.
