General Terms and Conditions

These terms and conditions apply to all offers, deliveries, agreements, performance and contracts insofar as not expressly agreed otherwise in writing by the parties concerned, which are directly or indirectly connected to works carried out by or on behalf of Executive Mobility Group B.V., whose premises are registered at Evert van de Beekstraat 1-36, 1118 CL in Schiphol (postal address Postbus 75544, 1118 ZN) and which is registered at the Amsterdam Chamber of Commerce (Kamer van Koophandel) under number 34232584 (hereinafter “EMG”). 

The natural person or legal entity with which EMG has entered into an agreement or to which EMG has made an offer or submitted a tender is hereinafter referred to as: “the client”. 

Should the client also impose general terms and conditions, these shall not apply if and insofar as they conflict to any degree with the general terms and conditions of EMG and/or obstruct, limit or impede the implementation of the general terms and conditions of EMG. 

The original Dutch text of these General Terms and Conditions shall prevail over versions published in any other language.

QUOTATIONS 

Paragraph 1 

  1. All prices and quotations appearing in price lists, circulars, advertisements, order confirmations, offers and other forms of publication published by EMG as well as all tenders submitted by EMG are, unless specified otherwise in writing, always valid for a period of at most 14 days, while EMG further retains the right to withdraw each offer, even if such offer has already been accepted provided that said withdrawal takes place immediately after acceptance of such offer is made known to EMG. 
  2. All quotations, offers and order confirmations are based on the details which EMG has at its disposal at the time of making them. Should changes to such details occur in respect to the circumstances on which EMG has based the making of intended quotations, offers and order confirmations, then EMG shall be entitled to disregard such changes in the performance of agreements/contracts and/or to amend prices without prejudice to the terms stipulated in paragraph 1, section 1 and paragraph 5, section 2. 

ILLUSTRATIONS/INFORMATION 

Paragraph 2 

  1. Illustrations, drawings, statements in regard to size and weight and the like and written information provided by EMG in folders, catalogues, circulars or any other method of circulation shall not be binding on EMG and are only intended to offer a general indication of the service provision offered by EMG. 
  2. Deviations shall not give the client the right to delay implementation of (mutual) obligations or of any remuneration to EMG. 

REPRESENTATION/AGREEMENT 

Paragraph 3 

  1. Contracts/agreements entered into in the name of EMG shall be binding on EMG only if entered into or confirmed by Mr N. Nelissen in person or by a party with the written authorisation to do so, said confirmation to be made explicitly and in writing. 
  2. In respect to any dispute on the subject of authority for representation as set out in section 1, appeals may only be made through EMG. 
  3. If and insofar as within the framework of or in connection with the works carried out by EMG as described in the exordium, agreements and/or contracts are reached for the benefit of the client, these shall in no way be binding on EMG.  EMG shall at no time be able to act as agent for the client. Without prejudice to the foregoing EMG shall in no way be regarded as being authorised to act as agent for or employee of the client. The client shall be required to indemnify EMG against liability for all consequences resulting from activities of or neglect by the client or the client’s employees within the framework of or in connection with services provided on behalf of the client by EMG. 
  4. For an agreement to come into effect, a signature is required in the place allotted for it on the document in which the services to be delivered are specified. Should the agreement be made electronically or in a manner in which a physical signature cannot be applied, then a signature shall be regarded as having been applied if the client has determined the use of said means of communication or consents to it. The use of the means of communication described above shall have the same legal consequences as the placement of a physical signature in its allotted space on the aforementioned document. 
  5. EMG cannot be held responsible to compensate for damages from failure to obtain a temporary stay permit / residence permit / work permit, or any other permit.

DEADLINES AND DETAILS 

Paragraph 4 

  1. Deadlines specified by EMG shall be open-ended. The agreements which EMG enters into with the client extend only as far as the performance of agreed works by EMG on behalf of the client being fulfilled to the best of their ability and knowledge. The client shall be able to make no agreements impacting on quality of end result which are binding on EMG.   
  2. The missing of deadlines specified by EMG for whatever reason shall confer on the client no right of annulment, claim for damages or suspension of obligations with respect to EMG. 
  3. The client shall be required to make available to EMG all detailed information and documents, which in the judgement of EMG are necessary for the performance of the contract, in a timely manner and in the form and manner specified by EMG. 
  4. EMG shall retain the right to suspend work activities until such time as the client has fulfilled the obligations specified in the foregoing section.

PRICES AND EXPENSES 

Paragraph 5 

  1. All prices offered by EMG shall be in Euros and shall be exclusive of Value Added Tax and other taxes and/or duties imposed by public bodies. 
  2. Prices offered by EMG shall be flexible and may at any time be changed on the understanding that should the price be changed within a period of three months of the commencement of the agreement, the client shall be entitled to annul the agreement without further recourse to a damage claim or any right of suspension or settlement with respect to EMG. 
  3. The right of annulment specified in section 2 shall not be available to the client should the reason for the change in price be reasonably attributable to the client. 
  4. EMG shall be free to charge separately to the client expenses which are reasonably incurred in respect of the proper performance of the contract such as among others travel and accommodation costs. 
  5. The prices apply per calendar year, and are revised on January 1, to compensate for inflation.

PAYMENT 

Paragraph 6 

  1. Payment shall be made to the locations and in the manner specified by EMG. 
  2. Payment shall be made in Euros. 
  3. The client may invoke no suspension, compensation or debt settlement against EMG in respect of payment. 
  4. Payment shall be made within a period of two weeks of invoice date. 
  5. Applicable Value Added Tax shall be paid in respect to each (partial) payment. 
  6. Should there be good grounds for believing that the client shall not fulfil obligations owing to EMG, EMG shall retain the right to require security for the fulfilment of obligations on the part of the client before proceeding to the provision of further services. 
  7. Should the client fail to fulfil payment obligations as described above, EMG shall reserve the right to suspend all obligations to the client. 
  8. Any payment made by the client to EMG shall, regardless of grounds and/or title be deducted:
    • firstly from any liability on the part of the client for damages owed to EMG; 
    • secondly from sums owed by the client to EMG in respect of expenses and interest; 
    • and finally from invoices and bills payable to EMG. 

Subject to the foregoing, each payment shall be deducted from the oldest obligation on the part of the client to EMG. 

DEFAULT 

Paragraph 7 

  1. The client shall be without further notice in default as soon as he/she fails to comply with or does not comply in a timely manner with any due claim arising out of agreement(s) and/or contract(s) with EMG including those specified in these terms and conditions.   
  2. Notwithstanding the foregoing the failure by the client to meet any deadline specified in contract(s) or agreement(s), including these terms and conditions, shall immediately constitute a default with the consequences applicable thereto. 
  3. Notwithstanding the right to claim proper performance of requirements and to terminate the contract, EMG shall also have the right, from the moment that the client is in default, to claim full damage compensation for any loss suffered as a result of said default, said damage compensation to be estimated at at least 20% of the value of the service provided by the client.    
  4. Should the client fail to make payments in relation to obligations in a timely manner, the client shall then be liable to pay to EMG interest of 1% per month on the amount then owing from the time that default occurs. In such instances a part of a month shall be calculated as a whole month. 
  5. As soon as a client is in default, all claims on the client by EMG shall become immediately and unconditionally due. 
  6. Regardless of the reason for default, EMG shall have the right to annul the agreement without proof of default or judicial intervention and without prejudice to other rights pertaining to EMG, such as the right to claim compensation for damages should any of the following occur:
    • there are reasonable grounds for believing that the client shall fail to fulfil obligations; 
    • bankruptcy on the part of the client 
    • deferment of payment is requested by the client 
  1. Should at any time EMG become liable for damages payment to the client arising out of agreements made with the client, such liability for damages on the part of EMG shall be limited to the price agreed between the parties and to the maximum amount payable under the terms of the public liability insurance of EMG, provided that such damages are covered by said insurance. 
  2. Any liability on the part of EMG for consequential damages including lost profits shall be excluded. 
  3. Any further liability on the part of EMG is also excluded. 
  4. EMG shall not be held liable for errors or unlawful acts on the part of its employees or of other persons authorised by EMG or acting on behalf of EMG when implementing the agreement concluded with the client, unless said error or unlawful act concerns persons who can be regarded as having a management function or who are executive officers and the client is also able to demonstrate intent or gross negligence. 

REPLACEMENT PERSONNEL/ENGAGEMENT OF THIRD PARTIES 

Paragraph 8 

  1. EMG shall have the right to replace personnel who are involved in the implementation of the agreement. In cases of replacement timely and advance consultation with the client shall be carried out. 
  2. In cases of replacement EMG shall take all steps to ensure that the qualifications in terms of level of competence of any replacement personnel shall correspond with those of the personnel replaced. 
  3. EMG shall have the right in respect of services provided to recruit the assistance of third parties and/or to allow the contract or parts thereof to be implemented by third parties. Both in respect to the contract and in respect to the implementation of the contract, the client shall give consent now and henceforth to EMG for the (partial) substitution. The (partial) substitution shall come into effect as soon as EMG on behalf of the person who acts as replacement gives written notice of this to the client. 
  4. EMG shall have the right to confer rights and obligations arising out of this agreement on third parties. 
  5. EMG shall at no time be held liable for works carried out by third parties. 

DEBT COLLECTION 

Paragraph 9 

  1. Should EMG in the process of obtaining due claims from the client resort to the measure of debt collection, all costs associated with this process both judicial and extrajudicial including court costs and those associated with legal aid shall be paid by the client.   
  2. The extrajudicial costs referred to in section 1 shall amount to at least 10% of the agreed price with a minimum amount of € 250, regardless of whether or not EMG has actually incurred these costs. 
  3. Should EMG petition for the bankruptcy of a client, the client shall be liable, apart from the amount owed and the costs related thereto, for the costs relating to the bankruptcy petition. The client shall also be liable for any costs incurred by EMG in relation to measures taken in relation to sequestration. 

CONTRACT EXTENSION

Paragraph 10 

Should the client, once the contract has been concluded require further services from EMG and should EMG accept said contract for further provision of services, said further service provision shall be carried out by EMG on the basis of the hourly rate applicable at that time.   

COMPLAINTS 

Paragraph 11 

  1. Complaints should reach EMG at most within 14 days of invoice date or of the date on which the matter about which the client wishes to complain has occurred. Failure to observe this deadline shall result in the forfeiture of all rights by the client. 
  2. Complaints shall be delivered to EMG in writing only accompanied by a clear and detailed description of grievance and perceived deficiencies. 
  3. Evidence of timely submission of complaints shall rest solely and at all times with the client. 
  4. The client shall be obliged to give EMG the opportunity to make good deficiencies. 
  5. Legal proceedings which the client undertakes against EMG for whatever reason shall, on penalty of forfeiture of all rights be brought within one year of the occurrence of the matter about which the client wishes to complain.   

FORCE MAJEURE 

Paragraph 12 

  1. All circumstances which occur beyond the control of EMG, regardless of whether or not they are foreseeable at the time that the contract(s) and/or agreement(s) come into effect and which are of such a nature that no compliance with the agreement may reasonably requested of EMG shall be regarded as cases of force majeure and shall confer on EMG the right partially or entirely to annul the contract(s) and/or agreement(s) and/or to suspend the performance thereof without being committed to any payment of compensation for damages.   
  2. The aforementioned circumstances would include among others: war or the threat of war and bans from entering or leaving the country. 
  3. Should EMG assert the aforementioned right to suspension of the contract, the client shall have no right to annul the agreement, unless the client can demonstrate that timely fulfilment of the contract is of essential importance to the client’s operational management. Notice of such annulment must in these circumstances be submitted in writing within at most five days of the aforementioned notice of suspension of contract.   

TERMINATION
Paragraph 13 

  1. The agreement may at all times be terminated with a period of written notice of two months. 
  2. In the event of termination of the agreement by the client before the completion of the commissioned works, EMG shall be entitled to charge the agreed price reduced by 75% of the value of the services still outstanding. 

PARTIAL REVOCATION/CONVERSION
Paragraph 14 

Should any provision contained in these terms and conditions become for whatever reason either wholly or partially invalid, the remaining provisions in these terms and conditions and the rest of the agreement shall remain unaffected while parties as far as the invalid provision is concerned shall be deemed to agree to what comes closest legally to the intention of said invalid provision.   

GOODWILL/WAIVING OF RIGHTS
Paragraph 15 

Should EMG as a gesture of goodwill or for other reasons of a commercial nature not in the first instance invoke any applicable provision of these terms and conditions, EMG shall retain the right to invoke at a later stage the provision concerned and all other applicable provisions in these terms and conditions. 

LAW 

Paragraph 16 

  1. All disputes arising out of contract(s) and/or agreement(s) to which the present general terms and conditions are applicable may only be taken up with the competent court in Amsterdam, unless the client, within one month of written notice from EMG to the client of the intention to make use of the aforementioned term or condition, makes known in writing that the client wishes to settle said dispute at a court deemed competent under the law. The foregoing shall not apply in cases of bankruptcy, in which case the provisions of the Dutch Bankruptcy Act (de Faillissementswet) shall apply.   
  2. Dutch law shall be applicable to all contracts and/or agreements governed by these terms and conditions.