General terms and conditions as at 1 january 2016

Article 1.1. All agreements, contracts and services that are to be provided shall be governed by the terms and conditions of IMNederland & IMEurope, and the latter’s fees shall also apply in respect thereof. Any derogation therefrom shall only be binding provided that it is recorded in writing.

Article 1.2. “Client” is deemed to refer to any natural person or legal entity that has entered into an agreement with IMNederland & IMEurope or its representative(s), attorney(s), legal successor(s) or heir(s).

Article 1.3. A client shall be deemed to have waived the application of their own general terms and conditions.

Article 2.1. With regard to any contract which it is awarded, IMNederland & IMEurope shall endeavour to look after the relevant client’s interests as best possible. Where it deems it necessary to do so, IMNederland & IMEurope shall be entitled to engage a third party for the purposes of executing or complying with an agreement.

Article 2.2. IMNederland & IMEurope shall only consent to a contract subject to the exclusion of Section 7:404 of the Dutch Civil Code.

Article 3.1. IMNederland & IMEurope shall be entitled to cancel a contract and cease dealing with any current matter in the event that the relevant client fails to tender security for their financial and/or other obligations when IMNederland & IMEurope first requests this.

Article 3.2. In the event that IMNederland & IMEurope cancels an agreement and a reservation applies in respect of that agreement, IMNederland & IMEurope shall have a duty to credit the relevant client for that part of the reservation which has not been used.

Article 4. Invoicing for any services or credit management units (”units”) which have been reserved shall occur when the relevant agreement comes into effect. IMNederland & IMEurope shall only have a duty to provide any services after a client has paid the relevant invoice.

Article 5.1. Unless otherwise agreed, a client shall have a duty to pay an invoice to IMNederland & IMEurope within fourteen (14) days after the relevant invoice date.

Article 5.2. In the event that a client fails to meet a deadline for payment, they shall be in default by operation of the law and shall consequently be liable for interest over the outstanding amount at the rate of 1% per month (or part thereof).

Article 5.3. Furthermore, in the event of a failure to meet a deadline for payment the equivalent of 15% of the outstanding invoiced amount shall be charged by way of an administrative fee, subject to a minimum of EUR 250.00.

Article 5.4. IMNederland & IMEurope shall be entitled to suspend its services in the event that the relevant client fails to effect timely payment of one (1) or more outstanding invoice(s).

Article 5.5. One (1) or more outstanding invoices may only be paid in instalments after IMNederland & IMEurope consents to this in writing. IMNederland & IMEurope shall be entitled to suspend its services in the event that the relevant client fails to pay any instalment. In that case any future instalments shall fall due immediately, irrespective of whether or not IMNederland & IMEurope has effected full performance or all of the relevant units have been used.

Article 5.6. A client shall not be permitted to apply setoff. IMNederland & IMEurope shall be entitled to set off any item which qualifies for this. In the event that a client arranges for one (1) agreement to cover multiple legal entities, they shall be deemed to have conferred on IMNederland & IMEurope entitlement to set off any item pertaining to those various entities, which IMNederland & IMEurope shall (or may) treat as one (1) client.

Article 6. “Credit management units (units)” are deemed to refer to setoff units of a specific value in euros, which may be used to reserve and pay for specific services provided by IMNederland & IMEurope. Such units must be reserved (read: purchased) and paid for in advance.

Article 7. IMNederland & IMEurope shall have a duty to provide a client at whose expense a reservation has been made with a statement concerning the units used during the preceding period, when that client first requests this.

Article 8. IMNederland & IMEurope reserves the right to reject a contract without citing reasons for doing so.

Article 9.1. IMNederland & IMEurope shall only be required to consider a complaint provided that it is communicated to IMNederland & IMEurope in writing within fourteen (14) days after the end of the month in which the disputed event (to which that complaint pertains) occurs.

Article 9.2. IMNederland & IMEurope rejects any form of liability. Nevertheless, should IMNederland & IMEurope be held liable in law, any compensation shall remain confined to a sum of no more than EUR 100,000.00 or the sum payable for that service or in accordance with the relevant agreement.

Article 9.3. Subject to the provisions of Article 9.2, under no circumstances shall IMNederland & IMEurope be required to provide compensation for any indirect loss, which includes any loss due to the disruption of business or harm occasioned to a person’s name and honour in the case of either the contracting party or a third party.

Article 9.4. IMNederland & IMEurope shall not be liable for any unlawful act, careless behaviour or negligence on the part of its staff, anyone who performs work for it but whom it does not employ, or anyone who is directly or indirectly involved in the performance of such work in any manner whatsoever.

Article 9.5. In the event of a system malfunction – in the broadest sense of the term – at IMNederland & IMEurope or its suppliers or partners, IMNederland & IMEurope shall not be liable for any loss which a client suffers as a result. Such malfunction shall be deemed to constitute force majeure, which is governed by Article 10.

Article 10. In the event that IMNederland & IMEurope is affected by force majeure, which is deemed to include fire, a strike or impediment due to a third party’s failure to comply with their obligations, IMNederland & IMEurope shall be entitled to postpone the relevant work for as long as the situation of force majeure persists, or to cancel the agreement concerned without having a duty to pay any form of compensation.

Article 11.1. Unless otherwise agreed, an agreement shall apply for a term of one (1) year. Any services or units which have been reserved and which are not used within that period of time shall lapse upon its expiry. No refund of any nature whatsoever shall occur.

Article 11.2. In the event that it is agreed in derogation from the foregoing clause, that any remaining units may be carried over in any form whatsoever or are to be gifted as bonus units pertaining to a new contract, this shall only apply in respect of paid units for no longer than the duration of one subsequent contract term subject to a maximum duration of one (1) year following the relevant expiry date, irrespective of the term of the subsequent contract.

Article 11.3. Unless otherwise agreed, an agreement shall be automatically renewed subject to the same terms and conditions following the occurrence of its expiry date and with the same reservation units based on the price applicable in accordance with the list of fees at the time of renewal. Where any reservation has been used up before the expiry of the term of an agreement, that agreement shall be deemed to have been renewed for an identical term to that of the initial agreement subject to the same terms and conditions, and with the same number of units based on the price applicable in accordance with the list of fees at the time of renewal.

Article 11.4. The provisions of the foregoing clause shall not apply in the event that a client gives written notice by no later than one (1) month before the expiry date that they do not wish to renew the relevant agreement.

Article 11.5. The current debt collection orders which are being dealt with at the time of cancellation shall continue to be dealt with based on the fees and conditions applicable at that point in time.

Article 12. A client shall be entitled to terminate an agreement by means of a registered letter within one (1) month after IMNederland & IMEurope notifies them of a price increase. In the event that an agreement is not terminated by the stipulated deadline, the relevant client shall be deemed to have consented to such price increase.

Article 13. All of our listed prices are stated exclusive of VAT. A client shall be charged for any value added tax that is payable.

Article 14.1. Commission shall be payable on any payment – irrespective of to whom – after IMNederland & IMEurope has proceeded to execute a contract. The date of implementation of a contract shall be deemed to be that on which it has proceeded to execute it. Commission shall be payable irrespective of the efforts which IMNederland & IMEurope has made.

Article 14.2. In the event that any goods are returned, half of the normal commission shall be payable as calculated in respect of the original amount payable.

Article 14.3. Commission shall be paid in pecuniary form. Setoff involving any available credit management units is prohibited.

Article 15. Any payment, whether made to a client or to IMNederland & IMEurope, shall first of all be used to pay any fees payable to IMNederland & IMEurope.

Article 16. The time on which the relevant amount is credited to a bank or giro account shall be deemed to be the time of payment. IMNederland & IMEurope may require a client to provide proof in the form of a bank statement.

Article 17. In the event that a client arranges or frustrates payment themself in any way whatsoever – which includes a refusal to commence legal debt collection proceedings – after IMNederland & IMEurope starts to deal with a claim, commission shall be payable in respect of the full amount of the relevant claim in addition to any additional expenses (judicial or otherwise) payable in accordance with the list of fees. Furthermore, a client shall be liable for commission in the event that IMNederland & IMEurope is unable to collect any extrajudicial expenses from a debtor due to that client’s failure to comply with the provisions of the law.

Article 18. A client shall be liable for any expenses and bear any risks pertaining to foreign exchange and/or translation differences which occur while a claim is being dealt with.

Article 19. Unless explicitly agreed otherwise in writing, a debt collection contract awarded to IMNederland & IMEurope shall serve as authorisation for the latter to take any legal action which it may deem useful to ensure that such debt collection is effective. A client shall be liable for any costs incurred by a third party.

Article 20.1. An advance payment of fees may be requested for any legal action to be taken and also for dealing with claims against debtors based in another country.

Article 20.2. The hourly rate applicable at the relevant point in time (2016: EUR 125.00) shall be charged for any work performed by a lawyer or the legal affairs department of IMNederland & IMEurope. The relevant client shall be liable for the costs involved in this. Setoff involving any available units shall be prohibited.

Article 21.1. Where credit information services are provided, IMNederland & IMEurope shall not be liable for a failure to meet any scheduled delivery time. A delivery time shall always be deemed to be an estimate, unless explicitly agreed to otherwise in writing. In the event that a system malfunction occurs at IMNederland & IMEurope and/or its suppliers, IMNederland & IMEurope shall be entitled to invoke force majeure and Article 10 shall apply.

Article 21.2. Any credit information supplied by IMNederland & IMEurope in this respect shall be strictly confidential, only intended for the relevant client themself and solely for internal purposes. Under no circumstances may any credit information be disclosed to the person or business to whom or which it pertains, neither may it in any way be provided or disclosed to any other party, nor may it serve as evidence for the purposes of any study. A client shall warrant that its staff – in the broadest sense of the term – will also comply with this clause.

Article 21.3. IMNederland & IMEurope shall not accept any liability for the nature of credit information, nor for any credit limits which may be stipulated. Article 9 shall also apply in relation to credit information services.

Article 21.4. A client shall indemnify IMNederland & IMEurope against any claim for compensation made by a third party based on work performed and/or information supplied by IMNederland & IMEurope for the purposes of their contract.

Article 21.5. A client shall not be at liberty to seek an explanation from IMNederland & IMEurope for the manner in which it produces its advice, nor to require it to disclose its sources.

Article 21.6. A client shall warrant that any third party to whom they have disclosed information will act in accordance with the provisions of this article in relation to IMNederland & IMEurope.

Article 21.7. A client shall permit IMNederland & IMEurope to use information concerning their business customers for credit information purposes, including the exchange of information.

Article 22.1. Any funds which IMNederland & IMEurope receives during debt collection proceedings shall be made over to the relevant client less any commission and costs following the setoff of any outstanding items in accordance with any arrangements made for this purpose, after the relevant file has been settled and closed.

Article 22.2. Any funds which IMNederland & IMEurope receives pursuant to the provision of other services shall be made over to the relevant client after the relevant contract has been settled and executed in full less any commission and costs following the setoff of any outstanding items in accordance with any arrangements made for this purpose.

Article 23. Case documents shall be kept for a further fourteen (14) days after a file is closed, following which they shall be destroyed.

Article 24. Any amendment of or addendum to these general terms and conditions shall be binding on a client as of one (1) month after that client is notified of such amendment or addendum.

Article 25.1 All agreements between IMNederland & IMEurope and its clients shall be solely governed by and construed in accordance with the law of the Netherlands.

Article 25.2 Any dispute arising pursuant or in relation to an agreement governed by these terms and conditions, as well as any involving these terms and conditions themselves, and their interpretation or implementation shall be adjudicated by a Dutch civil court within whose jurisdiction IMNederland & IMEurope has its registered office.

Leave a Reply

Your email address will not be published.