Article 1: Definitions
1.1Client: The party giving the order regarding the provision of services.
1.2Contractor: LEAN MRO SOLUTIONS VOF.
1.3Agreement: The agreement between the Client and the Contractor regarding the provision of services.
1.4Services: The work performed by the Contractor.
1.5Parties: Client and Contractor.
1.6Force Majeure: Natural disasters, war, terrorist attacks, strikes, pandemics, government measures or any other unforeseen unavoidable event beyond the reasonable control of client and/or contractor.
Article 2: Applicability
2.1These general terms and conditions apply to all offers, assignments and agreements between the Client and the Contractor.
2.2Deviations from these terms and conditions are only valid if agreed in writing.
Article 3: Conclusion of the Agreement
3.1The Agreement is concluded after written confirmation of the assignment by the Parties.
3.2Changes to the Agreement are only binding if they have been recorded in writing by the Parties.
Article 4: Performance of the Services
4.1The Contractor shall perform the Services to the best of its knowledge and ability.
4.2The Contractor has the right to engage third parties in the performance of the Services, unless otherwise agreed.
4.3Time limits are indicative and do not count as strict deadlines, unless expressly agreed otherwise.
Article 5: Compensation and Payment
5.1The fee for the Services is set out in the Agreement.
5.2All fees stated are exclusive of VAT (BTW), unless expressly stated otherwise.
5.3Invoices must be paid by the Client within 14 days of the invoice date, unless otherwise agreed in writing.
5.4In the event of late payment, the Client owes statutory interest.
5.5In the event of late payment, the Contractor is also entitled to charge collection costs in accordance with the Dutch Collection Costs Act (Wet Incassokosten).
Article 6: Confidentiality
6.1The Parties undertake to maintain the confidentiality of all confidential information exchanged in the context of the Agreement.
6.2Confidential information will not be shared with third parties unless required by law or agreed by the Parties.
6.3The confidentiality obligations under this Article shall survive the termination or expiry of the Agreement for a period of two (2) years.
Article 7: Liability
7.1The Contractor’s liability is limited to direct damage and a maximum of the amount covered by the insurance, but never more than the compensation agreed for the assignment.
7.2The Contractor is not liable for indirect damage, such as loss of profit or consequential damage.
Article 8: Intellectual Property Rights
8.1All intellectual property rights relating to the Services, including training materials and delivered results, remain with the Contractor, unless otherwise agreed in writing.
8.2The Client obtains a non-exclusive right to use the delivered results for internal purposes.
Article 9: Duration and Termination
9.1The agreement ends automatically upon completion of the Services, unless otherwise agreed in writing.
9.2The Client and the Contractor may terminate the agreement prematurely with a notice period of 30 days, unless otherwise agreed in writing.
9.3In the event of premature termination, the Contractor retains the right to payment for work already performed.
9.4Either party may terminate the Agreement with immediate effect, without notice, in the event of a material breach by the other Party that is not remedied within 14 days of written notice, or in the event of suspension of payments, bankruptcy, or dissolution of the other Party.
Article 10: Force Majeure
10.1In the event of Force Majeure, both parties are entitled to suspend their obligations as long as the Force Majeure continues.
10.2If the Force Majeure continues for more than 60 days, the Parties may terminate the agreement without compensation.
10.3In the event of premature termination due to Force Majeure, the Contractor reserves the right to payment for work already done.
Article 11: Applicable Law and Disputes
11.1The agreement is governed by Dutch law.
11.2Disputes are preferably resolved in good consultation. If no solution is reached, the Parties will submit the dispute to a mediator appointed by mutual consent. If mediation does not result in a resolution, disputes shall be submitted to the competent court in the Netherlands with jurisdiction over the registered place of business of the Contractor.