TERMS AND CONDITIONS THE INDEPENDENTS

Article 1. General
1.These conditions apply to every offer, tender and agreement between The independents, hereinafter referred to as "User", and a client which user has declared these conditions apply to the extent of these parties have not expressly and in writing deviated.
 2. These conditions also apply to agreements with user, the execution of user services or third parties.
 3. These terms and conditions are also written for the employees of User and its management.
 4. The applicability of any purchase or other conditions of the Client is explicitly rejected.
 5. If one or more provisions of these terms and conditions at any time partially invalid or could be, these general conditions apply in full. User and the Client will then enter into negotiations to develop new rules to replace the invalid provisions, with as much as possible the purpose and intent of the original provisions taken. Line
 6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found "in the spirit of these provisions”.
 7. If a conflict between parties arises that is not covered by these general conditions, the situation should be assessed in the spirit of these terms and conditions.
 8. If User does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or that the User would lose the right to demand strict compliance with the provisions of these terms and conditions in any degree.

Article 2. Offers and Deals
1. All bids and offers of user are non-committal, unless a deadline for the offer a deadline has been agreed upon. If no acceptance period is established there is no entitlement if the offer in any way or the product to which the offer or the offer relates is no longer available in the meantime. 
 2. User can not be held to bids or offers when the client can reasonably understand that the bids or offers, or any part thereof, contain an obvious mistake or error. Offers or quotations 
 3. The bids or offers are exclusive of VAT and other government levies, and any other contract costs, including travel and subsistence, shipping and handling, unless otherwise indicated. 
 4. If the acceptance (including or not on subordinate items) differs from those included in the offer, then User is not bound. The agreement is not in accordance with said deviating acceptance, unless User indicates otherwise. 
 5. A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the given quotation. Offers and quotes shall not apply automatically to future orders.

Article 3. Contract Duration, implementation deadlines, risk transfer, implementation and modification agreement;
The agreement between the User and the Client shall be for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing. 
 2. If for the implementation of certain activities or for the delivery of certain cases a period is agreed or specified, this is never a definite term. If this period is exceeded the client has to inform User in writing. User has to be offered a reasonable period of time to follow up on the agreement. 3. User shall execute the agreement to the best of his ability and in accordance with the requirements of good workmanship. All this under the currently state of knowledge. 
 4. User has the right to engage third parties for certain
work.
The applicability of Article 7:404, 7:407 and 7:409 paragraph 2 shall be expressly excluded. 
 5. If work is performed on the location of the client or designated by the Client, User or User engaged by third parties under the contract, the Client shall provide reasonably required facilities for these employees, free of charge. 
 6. Unless otherwise agreed, the Purchaser shall reimburse all costs incurred by User for the Client. All this also applies if the contract is suspended or terminated by revocation, refund or otherwise. 
 7. User is entitled to execute the agreement in several phases and invoices. Thus part separately 
 8. If the contract is performed in phases he User may execute those parts belonging to a following stage until the client has approved the prior stage in writing.

9. The Client shall ensure that all data which User needs or which the Client should reasonably understand for the User to need, to be provided timely. In the case of not providing the User with the needed details for the execution of the agreement, the User may exercise the right to suspend the agreement and any additional costs resulting from this suspension in accordance with the applicable rates will be charged to the Client. User is not liable for damage of any kind resulting from false and / or incomplete data provided by the Client.10. If during the agreement is shown that, for a reasonable execution of the agreement, it is necessary to supplement or modify said agreement, both parties will communicate about adjustment of the agreement. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client or competent authorities etc is changed, this may be of consequence to that which was originally agreed upon. This may also result in an increase or decrease in the amount to be paid. User will supply Client with a quote as and if possible in advance. Changing the agreement the term and period may cause the term within all work is completed to be affected. The Client accepts the possibility of the agreement to be altered, including the changes in pricing and the period within which all is executed. 11. If the agreement is changed, including a supplement, User is entitled to comply therewith after the authorized person within the User and Client agreement has agreed to implement the specified price and other conditions, including implementation of the time at which the agreement will be its executed. Failure or delay in implementation of the amended agreement does not breach the agreement and is no reason for Client to cancel or terminate the contract.12. Without ending in fault, User may refuse amending the agreement if this would imply a qualitative or quantitative result in example for the work to be carried out, or to be delivered, in that context. 13. If Client fails to execute or deliver that to which he is held by User, Client is liable for all direct or indirect damages to the User. 14. If activities offered by User can not be executed because of a source located within the control of the Client or are refused by the Client, the risk passes to the Client and the User may request full payment of the agreed fee.
15. If User and Client agree on a fixed fee or fixed price, User is nevertheless always entitled to increase this fee or price without the Client being entitled to terminate the agreement for that reason if the increase in the price is resulting from a power or duty under the law or regulation or its source in an increase in the price of raw materials, wages, etc., or for other reasons that at the conclusion of the agreement were not reasonably foreseeable.
16. If the price other than as a result of an amendment to the agreement exceeds 10% and occurs within three months after the conclusion of the contract, only the client appealing to Title 5 Section 3 of Book 6 BW is entitled to terminate the agreement via a written appeal, unless User 
is then still willing to perform the contract on the basis of the originally agreed; 
 - if the price increase resulting from an authority or an obligation on User under the law; 
 - if stipulated that the delivery will take place longer than three months after the conclusion of the agreement;


Article 4. Suspension, dissolution and termination of the agreement
1. User is authorized to suspend or terminate the agreement, if the Client does not fulfill his obligations, does not fulfill them on time, after User learns of circumstances giving ground to fear that the client will not fulfill obligations, if Client at the conclusion of the agreement has been requested to guarantee the fulfillment of his obligations and this guarantee is insufficient or not given or if due to a delay on the Clients side User can not longer be expected to fulfill the agreement under the conditions originally agreed upon. 
2. Furthermore, User is entitled to terminate if circumstances arise of such a nature that fulfillment of the contract is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can not reasonably be expected of the User Agreement 
3.
If the agreement is dissolved, the User's claims against the Client are due immediately. If the User suspends fulfillment of his obligations, he shall retain his rights under the law and the agreement.
4.
If User to decides on suspension or dissolution, he is in no way liable for damages and costs incurred in any way.5. If the dissolution is attributable to the Client, User is entitled to compensation for damages, including the costs created directly and indirectly.
6. If the Client does not fulfill his contractual obligations and this justifies a termination of the agreement, User is entitled to end the agreement without any obligation to pay any damages or compensation, while the Client, under direct input of default, is required to pay for damages or compensation.
7. If the agreement is terminated by the User, User will, in consultation with the client, take care of transferring the remaining work to third parties. Unless the termination is attributable to the Client. If the transfer of the work brings about additional costs for the User, they will be charged to the Client. The Client is obliged to pay these costs within the stated period, unless indicated otherwise by the User. 
8. In case of liquidation, (application for) suspension of payments or bankruptcy, of repossession - if and when the repossession is not lifted within three months - at the expense of the Client of debt collector or any other circumstance that the client is no longer able to freely able to deal and trade with his possessions, the User is free to terminate the agreement with immediate effect and to terminate or to cancel the order without any obligation or agreement to pay any damages or compensation. The User's claims against the Client are in this case in effect immediately.9. If the Client cancels an order in whole or in part, then the work performed and the prepared work, plus the potential delivery and extraction costs and the time reserved for labour during the execution of the contract time, will integrally be charged to the Client.


article 5. Force majeure

1. User is not obliged to perform any obligation to the Client if he is being hampered due to a circumstance that is not due to negligence, and is neither under the law, as a legal act or would generally be accepted for his account.
2. Force majeure is defined in these terms, in addition to what is included in the law and jurisprudence, all external causes, foreseen or unforeseen, that User can not influence but which prevents User from being able to meet his obligations . Sickness, disability, company and computer failures and strikes in the business of User or third parties included. User shall also be entitled to invoke force maturer if the circumstance rendering (further)unfulfillment of the contract occurs after the user should have fulfilled his obligation.
3. User can, during the period of force majeure, move up the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.4. Insofar User at the time of force majeure has partially fulfilled or will fulfill his obligations or will be able to fulfill these, and to comply with or to meet an independent value, User is entitled to separately invoice the already performed part. The Client is obliged to pay this invoice as if it were a separate agreement.


Article 6. Payment and collection costs
1. Payment must be made within 14 days of the invoice date, in a manner to be specified by User in the currency of the invoice, unless otherwise specified by the user. User is entitled to invoice periodically.
2. If the Client fails to complete the timely payment of an invoice, the Client shall be at fault. The client shall owe the statutory interest pursuant to Section 6:119 a BW increased by 3% due. The interest on the amount due will be calculated from the time that the Client is at fault until the moment of payment of the full amount owed.
3. User has the right to earn the payments made by Client firstly by reducing the costs, then in deducting the interest due and finally by reducing the principal sum and accrued interest.
User can, without being in default, refuse an offer for payment, if the client allocates a different order for the payments. User can refuse full payment of the principal sum, if not thereby also the interest, accrued interest and collection costs are paid.
4. The Client is never entitled to recalculate the amount due to User. Objections to the amount of a bill do not suspend the payment obligation. The Client that does not appeal to section 6.5.3 (Articles 231 to 247 of Book 6 BW) is not entitled to suspend the payment of a bill or to suspend this for any other reason.5. If the Customer is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment are to be paid by the Client. The extrajudicial costs are calculated on the basis of what is usual in the Dutch collection practice, the calculation method currently stated in Rapport Voorwerk II. If, however, higher costs for collection have been reasonably necessary, the actual costs must be paid. Any judicial and execution costs will also be liable. The Client is also due to pay interest as well as collection fees.


Article 7. Ownership retention
1. All data on commercial real estate remain the property of User. They should be treated highly confidential and must not be made available to third parties. The rejection of proposals, the information should be returned immediately. 
 2. In the case of consultancy work, the results of this work remain owned by User and may not be used until the appropriate fee is paid in full by the Client.

section 8. calculation of charges
1.If the amount of compensation to be paid by the Client is depending on the purchase price, dependent on purchase price means: 
 The amount that a seller and buyer agree as such. Is sales tax on the purchase price payable or is included in the purchase price then purchase price shall mean the amount of sales tax unless the purchaser is entitled to bring the turnover tax; 
 b. If a contract of purchase and sale the consideration consists of an annuity: The value accorded to the property to calculate the transfer tax; 
 c. When under construction or to be built real estate: The agreed amount of the sum together or expected, appears from the agreement construction costs, and another one including sales tax unless the purchaser is entitled turnover tax bring. 
 d. The purchase and sale of a leasehold, or of a building or leasehold land: The amount that buyer and seller agree on, plus an amount equal to ten times the regular annual remuneration; 
 e. When buying or selling an apartment:. The purchase price of the apartment f 
 When buying and selling memberships in a cooperative to operation of real estate or shares in jointly owned property: The purchase price of the membership right or share, without deduction of the share in any mortgage loan. 
 g. The purchase and sale of shares in a public or private company: according to the number of shares, traded fraction in the sale of the property of the company. 
 h. In exchange sale: The combined value of the properties involved.
2. With purchase and sale agreements are assimilated exchange sale, lease, purchase and installment sale, sale that does not include the obligation to transfer ownership (economic transfer) and to establish a ground lease or tenancy.3. If except for the property also movable property (eg furniture, furnishings, inventory) or property rights (goodwill) are bought and sold, and also property rights such damages, subscriptions, contributions and similar claims are transferred or such rights by parties on third parties be agreed, purchase price shall mean the purchase price of this property and property rights.
4.If the amount of compensation payable by the Client depends on the rent, depending on the rent means: 
 a Performance by the tenant and landlord as compensation for the sole enjoyment of the property for the first lease year; 
 b. If a different amount will be due on the first lease year, this amount at the conclusion of the contract is made and it has a different purpose than keeping in pace of rent under the agreement in any subsequent year rent with the performance of the Euro: the total of those amounts, divided by the number of years to which they relate; 
 c. If the rent is not expressed in money: The amount that User deems appropriate according to their own taxations.
5. Parts of rent years are applicable to the calculation of the rental fee as a whole year. Permanent contracts and contracts for less than five years to provide for the extension by option or otherwise, are for the calculation of compensation considered as agreements entered into for a period of five years or less as corresponding to a provided for in the contract end date. In contracts for a period of five years or longer, Optional years or years of tacit renewal do not affect the level of compensation.
6. With the rental and leasing are treated: 
 a Lease agreements; 
 b. Rent-exchange agreements; 
 c. Agreements for use; 
 d. Agreements on a real right of use or habitation; 
 e. Other similar agreements such as leasing.
7. If at the occasion of the conclusion of the lease an option to buy a pre-emptive right to buy or purchase obligation is agreed for a sum of which the size or the method of calculating the sum is recorded or to be determined by the user in the agreement and the sale is effected during the agreed term of the initial or renewed lease, is also the fee in accordance with the agreed rates for sale and purchase. If the height of the rates for purchase and sale agreements has not been established beforehand the compensation should be fixed within reason.
8.If personal property (furniture, fixtures, inventory) or property rights (goodwill) are leased or rented in addition, or property rights such as damages, subscriptions, contributions and similar claims transferred to third parties or such rights agreed by the parties, payment for these is also to be made allowance in accordance with agreed rates for sale and purchase. If the level of prices for purchase and sale agreements has not been previously established​, the compensation should be fixed within reason.


Article 9. Liability
1. If User is liable, this liability is limited to what is provided in these provisions..

2. User is not liable for damages of any kind, brought about because of incorrect or incomplete data supplied by Client. 
3. If the User is liable for any damage, then the liability shall be limited to the invoice value of the order, at least that part of the order which the liability relates.
4. User's liability is always limited to the amount paid by his insurer, as appropriate.
5. User is solely liable for direct damage.
6. Direct damage is only the reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage within the meaning of these terms, any reasonable costs incurred for the poor performance of the User Agreement to answer, so far can be attributed to user and reasonable costs incurred to prevent or limit the damage, if the client demonstrates that said costs have led to the limitation of direct damage as referred to in these terms and conditions. User shall never be liable for indirect damage, including consequential, lost profits, lost savings and damage due to business stagnation.7. The limitations of liability set out in this Article shall not apply if the damage is due to intent or gross negligence of User or his subordinates.


Article 10. disclaimer
1. The Client indemnifies the User against any claims of third parties in connection with the performance of the damage suffered and the cause of which is attributable to the User to another. If User on that basis should be addressed by a third party then the Client is held by right to assist User and do all that may be expected. Should the Client fail to take adequate measures, then User, without notice, is entitled to proceed. All costs and damages on the part of User and third parties, are for the account and risk of the Client.


Article 11. intellectual property
1. User reserves the rights and powers to which he is entitled under the Copyright and other intellectual property laws and regulations. User has the right by execution of the agreement to use his increased knowledge for other purposes as well, provided that no confidential information of the Client will be shared with third parties.


Article 12. Applicable law and disputes

1. In legal relationships where User is a party, Dutch law applies, even if a contract wholly or partly acted out abroad if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The judge in the place of User's jurisdiction is to take cognizance of disputes unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to a legally competent judge.
3. Parties will first appeal to the courts after they have made every effort to settle a dispute in mutual agreement.

Article 13. Location and change policy
1. These conditions can be viewed and downloaded at www.theindependents.nl
2. Applicable is always the last registered version or the version valid at the time of the conclusion of the legal relationship with the User. 
3. The Dutch text of these general conditions is decisive for the interpretation.