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Definitions

  1. ACE Project Management, established in Weesp under Chamber of Commerce no. 74006975.
  2. Customer: the person with whom ACE Project Management has entered into an agreement.
  3. Parties: ACE Project Management and the customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of ACE Projectmanagement.
  2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
  3. The parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotations

  1. Offers and quotations from ACE Project Management are without obligation, unless expressly stated otherwise.
  2. An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation.
  3. If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeat orders, unless the parties have explicitly agreed on this in writing.

Acceptance

  1. Upon acceptance of a quotation or offer without obligation, ACE Projectmanagement reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
  2. Verbal acceptance by the customer only binds ACE Projectmanagement after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices used by ACE Projectmanagement are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
  2. All prices that ACE Projectmanagement uses for its products or services, on its website or otherwise made known, ACE Projectmanagement can change at any time.
  3. Increases in the cost prices of products or parts thereof, which ACE Projectmanagement could not foresee at the time of making the offer or concluding the agreement, may give rise to price increases.
  4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
  5. The price with regard to a service is determined by ACE Project Management on the basis of the hours actually spent.
  6. The price is calculated according to the usual hourly rates of ACE Projectmanagement, valid for the period in which it performs the work, unless a different hourly rate has been agreed.
  7. If the parties have agreed on a total amount for a service provided by ACE Project Management, this is always a target price, unless the parties have explicitly agreed on a fixed price in writing, which cannot be deviated from.
  8. ACE Projectmanagement is entitled to deviate up to 10% from the target price.
  9. If the target price is more than 10% higher, ACE Projectmanagement must inform the customer in good time why a higher price is justified.
  10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price increased by 10%.
  11. ACE Project Management has the right to adjust the prices annually.
  12. ACE Projectmanagement will communicate price adjustments to the customer prior to their taking effect.
  13. The consumer has the right to cancel the agreement with ACE Projectmanagement if he does not agree with the price increase.

Payments and payment term

  1. ACE Project Management may, upon entering into the agreement, require a down payment of up to 100% of the agreed amount.
  2. The customer must make payments afterwards within 13 days after delivery of the product.
  3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount no later than on the last day of the payment term, he is legally in default and in default, without ACE Project Management having to send the customer a reminder or to declare it in default.
  4. ACE Projectmanagement reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, ACE Projectmanagement is entitled to charge an interest of 1% per month from the day the customer is in default, whereby part of a month is counted as a whole month.
  2. When the customer is in default, he is also due to pay extrajudicial collection costs and any compensation to ACE Project Management.
  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
  4. If the customer does not pay on time, ACE Projectmanagement may suspend its obligations until the customer has fulfilled its payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of ACE Projectmanagement against the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the implementation of the agreement by ACE Project Management, he is still obliged to pay the agreed price to ACE Project Management.

Right of advertising

  1. As soon as the customer is in default, ACE Projectmanagement is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
  2. ACE Projectmanagement invokes the right of recovery by means of a written or electronic communication.
  3. As soon as the customer has been informed of the invoked right of recovery, the customer must immediately return the products to which this right relates to ACE Project Management, unless the parties make other arrangements about this.
  4. The costs for bringing back or returning the products will be borne by the customer.

Right of withdrawal

  1. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
    • the product has not been used
    • it is not a product that can spoil quickly, such as food or flowers
    • it is not a product specially tailored or adapted for the consumer
    • it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
    • the seal is still intact, if it concerns data carriers with digital content (DVDs, CDs, etc.)
    • the product is not a trip, transport ticket, catering assignment or form of leisure activity
    • the product is not a loose magazine or newspaper
    • it is not an (order for) urgent repair
    • the consumer has not waived his right of withdrawal
  2. The reflection period of 14 days as referred to in paragraph 1 commences:
    • on the day after the consumer has received the last product or part of 1 order
    • as soon as the consumer has received the first product with a subscription
    • as soon as the consumer has purchased a service for the first time
    • as soon as the consumer has confirmed that he will purchase digital content via the internet
  3. The consumer can make his appeal to the right of withdrawal known via info@ace-projectmanagement.com.
  4. The consumer is obliged to return the product to ACE Projectmanagement within 14 days after notification of his right of withdrawal, failing which his right of withdrawal will lapse.
  5. The costs for returns will only be borne by ACE Projectmanagement if the entire order is returned.
  6. If the purchase costs and any other costs (such as shipping and return costs) qualify for reimbursement according to the law, ACE Projectmanagement will refund these costs to the consumer within 14 days after receipt of the timely appeal to the right of withdrawal, provided that that the consumer has returned the product to ACE Project Management in time.

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Right of retention

  1. ACE Projectmanagement can invoke its right of retention and in that case keep products of the customer until the customer has paid all outstanding invoices with regard to ACE Projectmanagement, unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to ACE Projectmanagement.
  3. ACE Projectmanagement is never liable for any damage that the customer may suffer as a result of using his right of retention.
  4. Settlement
  5. Unless the customer is a consumer, the customer waives his right to set off a debt to ACE Projectmanagement against a claim against ACE Projectmanagement.

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt to ACE Projectmanagement against a claim against ACE Projectmanagement.

Retention of title

  1. ACE Projectmanagement remains the owner of all delivered products until the customer has fully complied with all its payment obligations towards ACE Projectmanagement on the basis of any agreement entered into with ACE Projectmanagement, including claims for non-performance.
  2. Until then, ACE Projectmanagement can invoke its retention of title and take back the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
  4. If ACE Projectmanagement invokes its retention of title, the agreement will be deemed dissolved and ACE Projectmanagement will be entitled to claim compensation, lost profit and interest.

Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at ACE Project Management, unless the parties have agreed otherwise.
  3. Delivery of products ordered online will take place at the address indicated by the customer.
  4. If the agreed amounts are not paid or not paid on time, ACE Projectmanagement has the right to suspend its obligations until the agreed part has been paid.
  5. In the event of late payment, there is creditor default, with the result that the customer cannot invoke a late delivery against ACE Projectmanagement.

Delivery time

  1. The delivery times stated by ACE Projectmanagement are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time commences after the quotation signed for approval by the customer to ACE Project Management has been confirmed in writing or electronically by ACE Project Management to the customer.
  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless ACE Projectmanagement cannot deliver within 14 days after being warned to do so in writing or the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Transportation costs

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which ACE Projectmanagement cannot be held liable. for any damage.
  2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or the packaging to ACE Projectmanagement prior to transport, failing which ACE Projectmanagement cannot be held liable for any damage.

Insurance

  1. The customer undertakes to insure the following items sufficiently and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
    • delivered goods that are necessary for the implementation of the underlying agreement
    • items of ACE Project Management that are present at the customer
    • goods that have been delivered under retention of title
  2. At ACE Projectmanagement’s first request, the customer will provide the policy of these insurances for inspection.
  3. Unless the parties have expressly agreed, the customer is obliged to take out CAR insurance at his own expense and the customer cannot claim compensation for any damage that would otherwise be covered by this insurance.

Custody

  1. If the customer does not purchase ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs resulting from premature or late purchase of products will be fully borne by the customer.

Assembly & Installation

Although ACE Projectmanagement makes every effort to carry out all assembly and/or installation work as well as possible, it bears no responsibility for this except in the case of intent or gross negligence.

Guarantee

  1. When the parties have entered into an agreement of a service nature, this only contains best efforts obligations for ACE Project Management, no result obligations.
  2. The warranty with regard to products only applies to defects caused by faulty manufacturing, construction or material.
  3. The guarantee does not apply in the case of normal wear and tear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties transfers to the customer at the moment when they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who receives the product on behalf of the customer.

Execution of the agreement

  1. ACE Projectmanagement executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. ACE Projectmanagement has the right to have the agreed services (partially) performed by third parties.
  3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
  4. It is the responsibility of the customer that ACE Projectmanagement can start the implementation of the agreement in time.
  5. If the customer has not ensured that ACE Projectmanagement can start the implementation of the agreement in time, the resulting extra costs and/or extra hours will be borne by the customer.

Information provision by the customer

  1. The customer shall make all information, data and documents relevant to the correct execution of the agreement available to ACE Project Management in a timely manner and in the desired form and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
  3. If and insofar as the customer so requests, ACE Project Management will return the relevant documents.
  4. If the customer does not, or does not timely or does not properly provide the information, data or documents reasonably required by ACE Project Management and the implementation of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Duration of the agreement

  1. The agreement between ACE Projectmanagement and the customer is entered into for a period of 12 months, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2. If an agreement has been entered into for a definite period of time, it will be tacitly converted into an agreement for an indefinite period after the term has expired, unless 1 of the parties terminates the agreement with due observance of a notice period of month(s), or a consumer terminate the agreement with due observance of a notice period of 1 month, the agreement will end by operation of law.
  3. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this term is never a strict deadline. If this term is exceeded, the customer must give ACE Projectmanagement written notice of default.

Intellectual property

  1. ACE Projectmanagement retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models , etc., unless the parties have agreed otherwise in writing.
  2. The customer may not copy (or have copied, show to third parties and/or make available or use them in any other way) said intellectual property rights without the prior written permission of ACE Projectmanagement.

Confidentiality

  1. The customer keeps secret any information he receives (in whatever form) from ACE Project Management.
  2. The same applies to all other information concerning ACE Projectmanagement which he knows or can reasonably suspect to be secret or confidential, or which he can expect to be disseminated to damage ACE Projectmanagement.
  3. The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
  4. The confidentiality obligation described in this article does not apply to information:
    • that was already public before the customer learned of this information or that subsequently became public without this being the result of a breach of the customer’s duty of confidentiality
    • that is made public by the customer on the basis of a legal obligation
  5. The duty of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Penalty clause

  1. If the customer violates the article of these general terms and conditions about confidentiality or about intellectual property, he forfeits an immediately due and payable fine of € 5,000 to ACE Projectmanagement for each violation and an additional amount of 5% of the above-mentioned amount for each day that violation continues.
  2. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage.
  3. The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of ACE Projectmanagement, including its right to claim compensation in addition to the fine.

Disclaimer

The customer indemnifies ACE Project Management against all third-party claims related to the products and/or services supplied by ACE Project Management.

Complaints

  1. The customer must examine a product or service provided by ACE Project Management as soon as possible for possible shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform ACE Project Management of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. .
  3. Consumers must inform ACE Project Management of this within 2 months after the discovery of the shortcomings.
  4. The customer provides a description of the shortcoming that is as detailed as possible, so that ACE Project Management is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to ACE Project Management being obliged to perform other work than has been agreed.

Notice of default

  1. The customer must notify ACE Project Management of any notice of default in writing.
  2. It is the responsibility of the customer that a notice of default actually reaches ACE Projectmanagement (in time).

Joint and several liability customer

If ACE Projectmanagement enters into an agreement with several clients, each of them will be jointly and severally liable for the full amounts due to ACE Projectmanagement under that agreement.

Liability ACE Project Management

  1. ACE Projectmanagement is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
  2. If ACE Projectmanagement is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
  3. ACE Projectmanagement is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
  4. If ACE Projectmanagement is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to (part of the) invoice amount to which the liability relates.
  5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Any right of the customer to compensation from ACE Projectmanagement expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right to dissolution

  1. The customer has the right to dissolve the agreement if ACE Project Management imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
  2. If the fulfillment of the obligations by ACE Project Management is not permanently or temporarily impossible, dissolution can only take place after ACE Project Management is in default.
  3. ACE Projectmanagement has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if ACE Projectmanagement has become aware of circumstances that give it good grounds to fear that the customer will not be able to properly fulfill its obligations.

Force majeur

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of ACE Projectmanagement in the fulfillment of any obligation towards the customer cannot be attributed to ACE Projectmanagement in a situation independent of the will of ACE Projectmanagement, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from ACE Projectmanagement.
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
  3. If a force majeure situation occurs as a result of which ACE Projectmanagement cannot fulfill 1 or more obligations towards the customer, those obligations will be suspended until ACE Projectmanagement can meet them again.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
  5. ACE Projectmanagement does not owe any (damage) compensation in a situation of force majeure, even if it enjoys any advantages as a result of the force majeure situation.

Change of general terms and conditions

  1. ACE Projectmanagement is entitled to change or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time.
  3. Major substantive changes will be discussed by ACE Project Management with the customer in advance as much as possible.
  4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

  1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of ACE Projectmanagement.
  2. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Civil Code.

Consequences nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what ACE Projectmanagement had in mind when drawing up the conditions on that point.

Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Dutch court in the district where ACE Projectmanagement is established/has a practice/office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

 

Made on March 01, 2023