General terms and conditions

General Transition Experts B.V. Terms & Conditions – version January 2017

Article 1. Applicability and explanation

1. These terms and conditions are applicable to every offer, quotation and agreement for or between Transition Experts B.V., with registered offices in Utrecht, hereinafter to be referred to as: “Transition Experts” and the Client, to which Transition Experts has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2. The applicability of any possible Client purchase conditions or other conditions is expressly rejected.
3. If one or more provisions in these general terms and conditions are (or appear to be) void in whole or in part at any time or should be destroyed, the remaining provisions in these general terms and conditions will remain fully applicable. Transition Experts and the Client will subsequently enter into a consultation in order to agree new provisions to replace the void or destroyed provisions, taking the purpose and scope of the original provisions into account as much as possible.
4. If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these provisions.
5. If a situation occurs between parties which is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
6. If Transition Experts does not always demand strict compliance with these conditions, this does not mean that the provisions do not apply, or that Transition Experts would lose the right to demand strict compliance with the provisions of these conditions in other cases.

Article 2. Quotations and offers

1. All quotations and offers issued by Transition Experts are without obligation, unless a period of acceptance is included in the quotation. If no acceptance period has been set, no rights whatsoever can be derived from the quotation or offer, particularly not if the product or service which the quotation or offer relates to is no longer available.
2. Transition Experts can’t be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3. The prices stated in a quotation or offer exclude VAT and other government levies and any special cost within the context of the agreement. Special costs will be discussed with the Client in advance for approval. The stated price includes regular travel and accommodation, shipping and administration costs, unless stated otherwise.
4. Transition Experts will not be bound by the acceptance (whether or not this concerns minor points) if this deviates from the quotation or offer. The agreement will not be entered into in accordance with this deviating acceptance, unless Transition Experts indicates otherwise.
5. A composite quotation does not oblige Transition Experts to execute part of the assignment for a corresponding part of the price quoted. Offers or quotations will not automatically apply to future orders.

Article 3. Content, execution of and changes to the assignment

1. The agreement between Transition Experts and the Client is entered into for an indefinite period of time, unless the nature of the agreement indicates otherwise, or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or specified for the execution of certain activities, or for the delivery of certain goods, this is not a strict deadline, but only an indication, unless otherwise agreed in writing.
3. Transition Experts has the right to arrange to have certain activities carried out by third parties. In that case, Transition Experts will remain fully liable towards the Client for the fulfilment of the contractual obligations.
4. If work is carried out by Transition Experts, or by third parties commissioned by Transition Experts, within the context of the assignment at the Client location or at a location designated by the Client, the Client will provide the facilities reasonably required by those employees free of charge.
5. If the agreement is executed in phases, Transition Experts can suspend the implementation of those parts which belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
6. The Client ensures that all data, for which Transition Experts indicates a need, or for which the Client could reasonably assume a need for the execution of the agreement, is provided to Transition Experts in a timely manner. If the information required for the implementation of the agreement is not provided to Transition Experts in a timely manner, Transition Experts has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay according to the usual rates to the Client. The execution period will not start until the Client has made the data available to Transition Experts. Transition Experts is not liable for damage, of any nature whatsoever, resulting from Transition Experts relying on incorrect and/or incomplete data provided by the Client.
7. If it becomes apparent during the execution of the agreement that it’s necessary to change or supplement it for a proper execution, the parties will proceed to adjust the agreement in a timely manner and in mutual consultation.
8. If the nature, scope or content of the agreement, whether or not at the Client’s request or instruction, is changed, the originally agreed amount can also be increased or decreased by Transition Experts. Transition Experts will provide a quotation in advance whenever possible. In addition, the originally specified execution term can be changed by changing the agreement. The Client accepts the possibility of amending the agreement, including the possible change in price and execution time.
9. Any third parties used by Transition Experts for the execution of the agreement will not have any authority to change the agreement. The agreement between Transition Experts and the Client can only be changed by these parties through an offer and subsequent acceptance.
10. Transition Experts will be entitled to increase any fixed fee or price agreed on with the Client, without this giving the Client the right to terminate the agreement for that reason. Transition Experts’ authority, as intended in article 3.10, exclusively applies if the increase in price results from an authority or obligation due to laws or regulations, or is caused by other (compelling) grounds which could not be reasonably foreseen when entering into the agreement.
11. If the price increase referred to in article 3.10 is more than 10%, the Client is entitled to dissolve the agreement for that reason.

Article 4. Dissolution and early termination of the agreement

1. If the agreement is dissolved under Article 6:265 of the Civil Code, Transition Experts’ claims on the Client will instantly be claimable. If Transition Experts suspends compliance with its obligations, it will retain its claims under the law and agreement.
2. If Transition Experts proceeds to suspension or dissolution, it is not obliged to compensate for any arising damage and costs in any way.
3. If the agreement is terminated prematurely by Transition Experts, Transition Experts will arrange for the transfer of work still to be performed to third parties in consultation with the Client. Unless the cancellation is attributable to the Client. If the transfer of the work will result in extra costs for Transition Experts, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Transition Experts indicates otherwise. 
4. In the event of liquidation, an (application for) suspension of payment or bankruptcy, of repossession – if and insofar as the repossession has not been lifted within three months – at the expense of the Client, of debt rescheduling or any other circumstance whereby the Client no longer has free access to its assets, Transition Experts is free to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any damages or compensation. In that case any Transition Experts claims on the Client will be due and payable immediately.
5. If the Client cancels an order in whole or in part, then the work carried out and the items ordered or prepared, plus any supply and delivery costs and the working time reserved for the execution of the agreement will be charged to the Client in full.

Article 5. Force Majeure

1. Transition Experts is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance not due to fault and not under the law, a legal act or generally accepted views.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, which Transition Experts can’t influence, but as a result of which Transition Experts is unable to fulfil its obligations (including strikes in Transition Experts or third parties). Transition Experts also has the right to invoke force majeure if the circumstance which is preventing (further) fulfilment of the agreement occurs after Transition Experts should have fulfilled its obligation.
3. Transition Experts can suspend the obligations stipulated in the agreement throughout a force majeure situation. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without any obligation to compensate the other party.
4. Providing Transition Experts has partially fulfilled its obligations stipulated in the agreement, or will be able to fulfill these, and if the part which has been, or will be, fulfilled is of independent value, Transition Experts is entitled to invoice the part which has been, or will be, fulfilled separately at the point in time when a force majeure situation occurs. The Client is obliged to pay this invoice as if it were a separate agreement. 

Article 6. Payment

1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Transition Experts in the currency in which the invoice is prepared, unless otherwise indicated by Transition Experts in writing. Transition Experts is entitled to invoice periodically.
2. The Client owes the statutory commercial interest once the payment term has been exceeded.
3. Transition Experts has the right to have the payments made by the Client firstly to reduce costs, secondly to reduce open interest and lastly to reduce the principal sum. Transition Experts can, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment.
4. The Client is never entitled to offset what it owes Transition Experts. Objections to the amount of an invoice do not suspend the payment obligation. The Client who does not appeal to section 6.5.3 (articles 231 to 247 book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. Contrary to the Extrajudicial Collection Costs Decree, all actually incured collection costs are eligible for reimbursement. The scale, as referred to in the Decree, does not apply.

Article 7. Liability

1. The party which is culpably in breach of its obligations towards the other party is liable to the other party for compensation for the damage suffered, or to be suffered, by the other party, with due observance of the provisions of this article. Transitions Experts’ possible liability is limited to what is regulated in this provision.
2. Transition Experts can only be held liable for direct damage. Direct damage is exclusively understood to mean all damage which is directly and inextricably related to the defective performance delivered by Transition Experts, including any reasonable costs incurred to repair the defective performance or to prevent or limit further damage. Transition Experts is therefore never liable for indirect damage, which in any case includes consequential damage, lost profit, lost savings and damage due to business interruption. Turnover or loss suffered by the Client is not seen as damage.
3. Insofar as Transition Experts would be liable for any damage, this liability is limited to either twice the invoice value of the relevant order (at least the part of the order which the liability relates to), or – insofar as this double invoice value is higher – up to the amount paid out by the insurer, if applicable.
4. Transition Experts is not liable for damage which is the result of incorrect and/or incomplete data provided by, or on behalf of, the Client.
5. A notice of default will be given in writing, whereby the negligent party will be granted a reasonable period of time to still fulfil its obligations. This period has the character of a strict deadline.
6. The limitations of liability included in this article will lapse if the damage is demonstrably due to intent or gross negligence on Transition Experts’ part, or the damage is caused by Transition Experts’ violation of intellectual property rights.

Article 8. Disclaimer

The Client indemnifies Transition Experts against any claims from third parties who have suffered damage in connection with the implementation of the agreement, which can’t be attributed to Transition Experts or its actions.

Article 9. Intellectual Property

1. Transition Experts reserves the rights and powers which it has accrued based on the Copyright Act and other intellectual laws and regulations.
2. The intellectual property, if and insofar as knowledge has been acquired as a result of the execution of the assignment, is owned by the Client. All other intellectual property rights are vested in Transition Experts.
3. The Client indemnifies Transition Experts against claims from third parties with regard to any infringement of intellectual property rights of those third parties.

Article 11. Location and change of conditions

1. These terms and conditions have been filed with the Chamber of Commerce.
2. The version applicable at the time of entering into the agreement applies.
3. The Dutch version of the general terms and conditions always determines its interpretation.