General Conditions NVC
VERENIGING NEDERLANDS VERPAKKINGSCENTRUM
With offices in Gouda
Article 1: GENERAL
These general terms and conditions apply to any and all offers and agreements with regard to all the activities to be performed and the supply of any associated materials and also any and all contracts of purchase and sale of VERENIGING NEDERLANDS VERPAKKINGSCENTRUM with offices and principal place of business in Gouda, hereinafter in these conditions referred to as: "NVC".
Deviations from or additions to this agreement are only valid if they have been explicitly accepted by NVC in writing.
Article 2: DEFINITION
In these General Terms and Conditions, the term client/buyer/participant shall be understood to mean any natural person or legal entity, whether or not a member of NVC, who has entered into, or wishes to enter into, an agreement with NVC and also its representative(s), agent(s) assignee(s) and successors.
In these General Terms and Conditions, the term agreement shall also be understood to mean:
registration for one of the courses, symposiums, conferences and trainings provided by NVC.
Article 3: APPLICABILITY
If, upon acceptance of the offer made by NVC, the client/buyer/participant explicitly refutes the applicability of these General Conditions and refers to its own general conditions, the offer made by NVC shall be deemed not to have been made.
If, upon acceptance of the offer made by NVC, the client/buyer/participant does not explicitly refute the applicability of these General Conditions of NVC, any possible conditions of delivery, conditions of sale and/or purchase conditions of the client/buyer/participant shall never apply.
Any conditions of delivery, sale or purchase of the client/buyer/participant can only be binding for NVC if NVC has explicitly accepted this in writing.
Article 4: OFFERS
Offers made by NVC are not intended to be binding. They are without obligation insofar as the circumstances of the case do not unambiguously show the contrary.
Any price lists, brochures, folders and other information provided with the offer by NVC are as accurate as possible. These are only binding for NVC if this has explicitly been confirmed to the client/buyer/participant by NVC.
NVC reserves the right to refuse assignments and entries without stating reasons.
NVC reserves the right to terminate the agreement with the client/buyer/participant in the event of insufficient participation at the sole discretion of NVC .
The offers made by NVC are based on the performance of the offered activities and deliveries of any required materials under normal circumstances and during NVC's normal working hours.
NVC is not obliged to perform activities offered at an earlier date if such activities, such as courses, conferences, symposiums and trainings have been removed from the programme or have been cancelled due to any other reason.
Article 5: ACCEPTANCE
Acceptance by the client/buyer/participant of the offer made by NVC shall take place by written registration and/or order with NVC.
Acceptance may also take place by fax.
Any additional agreements and/or changes in agreements made at a later date shall only be binding for NVC if they have been confirmed in writing by NVC to the client/buyer/participant.
For activities for which no quotation and/or order confirmation is sent by NVC because of their nature or scope, the invoice shall also be deemed to constitute the order confirmation, which shall also be deemed to fully and correctly represent the agreement.
Article 6: AUTHORITY
The authority to enter into binding agreements for NVC is exclusively reserved for the management of NVC.
Representatives, agents or other persons who do not belong to the management of NVC have no authority to conclude binding agreements for NVC unless NVC management has confirmed this in writing to the client/buyer/participant.
Article 7: COPYRIGHT
The software, computer software, published syllabuses, books, brochures, publications, course materials in the broadest sense of the word, drawings, calculations, descriptions, models, tools and the like shall remain NVC property even if NVC has charged the client/purchaser/participant a fee for them.
Insofar as those goods are governed by the Copyright Act 1912, NVC is the copyright owner of all the rights arising therefrom.
The client/buyer/participant warrants that the items made available by NVC referred to above shall not be copied, shown to third parties disclosed or used in any way whatsoever and in the broadest possible sense other than with the explicit written permission of NVC.
If the client/buyer/participant fails to comply with this obligation, or in the event of an attributable shortcoming in the fulfilment of the obligation on its part, the client / buyer / participant/ shall pay compensation for the ensuing damage to NVC.
Article 8: PRICES/FEE
Unless stated otherwise, the prices offered by NVC are excluding VAT and will be communicated to the client/buyer/participant in advance.
In the event of any change in the amount of the VAT, wages, other taxes, import duties, levies, employee insurance schemes, national insurance contributions and/or any other charges imposed by the authorities after the conclusion of the agreement between NVC and the client/buyer/participant, and/or after the formation of a new CAO, even if this takes place as a consequence of circumstances that could have been foreseen when the offer was made, NVC will be authorised to change the price with due observance of any statutory regulations existing in that regard, if and insofar as these changes affect and/or may affect the performance of this agreement.
Article 9: COMPLAINTS
In the event that the client/buyer/participant has complaints about the provided goods and services, the client/buyer/participant shall notify NVC thereof in writing, stating reasons, within no more than eight days after delivery or participation in default whereof the client/buyer/participant is deemed to agree to the delivered goods and/or the performed activities.
If, however, other goods than those ordered and/or damaged goods have been delivered to the client/buyer/participant other than damage caused by shipment by post, the client/buyer/participant may return such goods to NVC. The goods to be returned must be properly packaged. Upon receipt of the returned goods, NVC will inform the client/buyer/participant as soon as possible whether the complaint is justified and if so, redeliver the goods.
In that case, the costs of returning the goods will be paid by NVC.
Article 10: INTERNAL AND EXTERNAL COMPANY TRAINING
The term internal and external company training shall also be taken to mean workshops, practical training, study days, courses, conferences, whether or not organised in collaboration with third parties and whether or not offered by NVC under the name NVC Opleidingen.
NVC reserves the right to cancel the concluded agreement in the event of insufficient participation, at the sole discretion of NVC.
NVC will immediately notify the client/buyer/participant thereof in writing.
Any payments already made by the client/buyer/participant to NVC will be refunded by NVC.
If the client/buyer/participant is unable to attend, he or she may have a colleague participate in his or her place provided that the colleague has a registration certificate.
Unless the brochure of NVC or the supply agreement states otherwise, the following arrangement applies to cancellation by the client/buyer/participant.
The client/buyer/participant may cancel the internal or external company training up to three weeks prior to the date on which the training is to be held and/or will commence.
Cancellation shall take place by registered post.
The date of receipt of the registered letter by NVC is decisive for determining the time of cancellation.
In the event of cancellation up to three weeks prior to the date of the event, NVC is entitled to charge 15% for administrative costs with a minimum of Euro 45,00 excluding VAT.
In the event of cancellation within three weeks prior to the date of the event, the full fee shall be payable.
Unless this is stated otherwise in the NVC brochure, the prices offered by NVC are including coffee, tea and - as appropriate - aperitif and lunch. Unless stated otherwise, this price also includes the course material to be handed out to the client/buyer/participant during the internal or external company training.
In the event of late payment, NVC reserves the right to deny the client/buyer/participant access to the internal and/or external company training.
The client/buyer/participant may only use the course material for themselves and their own use.
The client/buyer/participant warrants that these conditions will be imposed on the participants.
NVC explicitly reserves the right to deviate from the order and/or content of the programme indicated in written announcements/brochures.
NVC reserves the right to exclude participants who, because of their conduct or otherwise, hamper and/or impede the normal course of the internal and/or external company training, also taking into account the interest of the other participants.
In this case, exclusion shall not affect the obligation to pay the course fee by the client/buyer/participant.
Article 11: FORCE MAJEURE/NON-ATTRIBUTABLE SHORTCOMING
If, on NVC’s part, a non-attributable shortcoming (force majeure) has occurred, NVC will be entitled, without judicial intervention, to demand that the agreement be adapted to the circumstances, or to terminate the agreement partly or in whole or to request the court to terminate it without NVC being required to pay any compensation or give any guarantee to the client/purchaser/participant.
A shortcoming, which cannot be attributed to NVC shall be any circumstance independent from the intention of NVC, even if it could be foreseen at the time of the formation of the agreement, which permanently or temporarily prevents or delays the performance of the agreement and, insofar as not already included in this, riots, epidemics, fire, traffic disruptions, strikes, lockout, loss or damage during transport, accidents involving or sickness of employees of NVC or other persons engaged by NVC (speakers, initiators, teachers), restriction of imports or other restrictions imposed by the authorities, war, war hazard, civil war and any other serious disruption within the company of NVC or its supplier in any way whatsoever.
In the event of force majeure as referred to in paragraphs 1 and 2 of this provision in the sense that an initiator, course leader or teacher is unable to cooperate with the internal and/or external company training if the specified venue is not available or accessible, NVC will do everything possible to provide a replacement initiator or course leader or teacher or venue.
In the event of force majeure, as referred to in this provision, and that NVC opts for termination and therefore cancellation of the agreement, NVC shall refund any course fees paid in advance by the client/buyer/participant.
Article 12: CONTINUING PERFORMANCE CONTRACT
If NVC concludes an agreement with the client/buyer/participant which does not provide for the performance of a non-recurring amount of work but which does provide for the periodical or otherwise regular performance of work by NVC, such agreement shall be in effect for an effective period agreed explicitly and in writing, or in default of such agreement for a period of one year.
Such agreement shall be extended indefinitely without any formality being required, until the agreement is terminated in writing by either party with due observance of a notice period to be explicitly agreed.
If the client/buyer/participant prematurely terminates a continuing performance agreement concluded with NVC, for which a fixed period has been agreed, the client/buyer/participant shall remain required to pay a fee to NVC by way of compensation of the continuing general costs incurred by NVC as a consequence of the premature termination (cover contribution for the general costs).
Article 13: ATTRIBUTABLE SHORTCOMING OF THE CLIENT/BUYER/PARTICIPANT
If, during the period of the agreement, the client/buyer/participant fails to fulfil any obligation arising for the client/buyer/participant from the agreement concluded with NVC or a related agreement, or fails to fulfil it completely or in a timely manner and in the event of bankruptcy, suspension of payments, stoppage and liquidation of the client/buyer/participant and/or its enterprise, NVC shall be authorised to send an out-of-court termination statement to the client/buyer/participant.
In that case, NVC is not obliged to pay any compensation or guarantee, and remains entitled to demand payment from the client/buyer/participant of the agreed course fees minus anything charged for the unexecuted part of the work and any already paid instalments and increased by compensation of damage suffered and/or during the internal to be suffered by NVC
Article 14: LIABILITY
NVC is not liable for any damage suffered by the client/buyer/participant as a consequence of editorial errors and/or errors in the content and/or incompleteness of the goods and/or services provided by and/or on behalf of NVC.
Should the liability of NVC be established under legal provisions, such liability shall at all times be limited to the insured and/or reasonably insurable part and/or the insured and/or reasonably insurable amount. For the uninsured and/or not reasonably insurable part of the damage suffered by the client/buyer/participant, liability is explicitly excluded.
If, on NVC’s part, liability exists and NVC has not insured the property consequences thereof and/or has not been reasonably able to insure them, the liability of NVC shall at all times be limited to the amount paid by the client/buyer/participant in the context of the existing agreement.
Article 15: WARRANTY
In the context of the assignment and/or the course/company training, NVC undertakes to perform it to the best of its knowledge and ability without NVC being able to guarantee a specific result with verbal or written advice, information and/or knowledge transfer.
Article 16: RETENTION OF PROPERTY
In respect of all works created by NVC, provided books, syllabuses and other documents, all property rights are expressly reserved until the time at which NVC has received the agreed amount from the client/buyer/participant.
This does not alter the stipulations in Article 6 of these General Conditions relating to copyright.
In the event of non-payment of an amount due, suspension of payment, a petition for suspension of payments, bankruptcy, receivership, or any other form of administration whatsoever, death or liquidation of businesses of the client/buyer/participant, NVC will be authorised, without any further notice being required and without judicial intervention,
to terminate the agreement with immediate effect and claim the unpaid or not fully paid amount due and all its property whilst offsetting any amounts already paid but without prejudice to the right of NVC to compensation of damage caused by loss or damage to property of NVC.
Article 17: INVOICING AND PAYMENT
NVC will send the invoices to the address communicated by the client/buyer/participant, which shall not affect the payment obligation of the client/buyer/participant itself to NVC.
Unless agreed otherwise, payment of the invoices sent by NVC shall take place net and in cash upon entry or the granting of the assignment without any discount or set-off or by means of payment or transfer into a bank or giro account designated by NVC and within 21 days after the date on which the invoice was sent.
In the event of late payment, the client/buyer/participant shall owe statutory interest to NVC.
Any payments made by the client/buyer/participant shall first be used as payment for any interest and administrative/collection costs incurred by NVC and will subsequently be offset against the principal sum.
Without prejudice to the other stipulations of this provision, NVC will be authorised, in the event of non-payment or late payment and/or non-fulfilment or late fulfilment or improper fulfilment of any obligation of the client/buyer/participant to terminate the agreement without any prior notice of default being required and crease any further deliveries and/or suspend the fulfilment of the obligations of NVC without prejudice to the right of NVC to compensation.
NVC is at all times authorised to demand advance payment, cash payment and/or security for the payment by the client/buyer/participant.
In the event of an attributable failure in the fulfilment of the obligation by the client/buyer/participant due to non-payment or late payment, NVC will be authorised to recover any and all costs, incurred both in and out of court, related to the collection of the amount from the client/buyer/participant.
Extrajudicial collection costs are payable by the client/buyer/participant at the time that NVC has engaged legal assistance from third parties for the collection. The extrajudicial collection costs are set at the collection rate, advised or to be advised by the Netherlands Bar Association, however with a minimum of Euro 23.00 excluding VAT per invoice.
In the case of late payment by the client / buyer / participant of the debt, the entire debt of the client / buyer / participant to NVC, also the non-expired portion, shall become immediately due and payable.
Article 18: APPLICABLE LAW AND COMPETENT COURT
Any and all agreements which include these conditions or which are fully or party governed by these conditions are exclusively governed by Dutch law.
Any disputes that may arise from an agreement to which these General Conditions apply fully or in part or other agreements that may ensue from such agreements shall be settled by the competent District Court in Utrecht, unless the client/buyer/participant has chosen a court competent under the law, for the settlement of the dispute within one month after NVC has invoked this clause in writing in regard to the client/buyer/participant.