Terms & Conditions

GENERAL TERMS AND CONDITIONS OF STATERA FINANCIËLE DIENSTVERLENING B.V. ESTABLISHED IN 3800 BR AMERSFOORT, P.O. BOX 1658 APPLY FOR THE PERFORMANCE OF WORK, PERFORMANCE OF SERVICES AND / OR THE DELIVERY OF PRODUCTS TO CLIENTS.

THIS DOCUMENT HAS BEEN TRANSLATED INTO ENGLISH FOR THE BENEFIT OF OUR ENGLISH-SPEAKING CLIENTS. HOWEVER, NO RIGHTS CAN BE DERIVED FROM THIS TRANSLATION IN LEGAL MATTERS. RIGHTS CAN ONLY BE DERIVED FROM THE GENERAL TERMS AND CONDITIONS DRAWN UP IN THE DUTCH LANGUAGE. IN THE EVENT OF LEGAL DISPUTES IN WHICH PERSONS, COMPANIES OR OTHER TYPES ARE INVOLVED, IT WILL AT ALL TIMES BE POSSIBLE TO DEAL EXCLUSIVELY WITH THE DISTRICT COURT OF CENTRAL NETHERLANDS, OR BY THE COURT – AT THE TIME OF THE LEGAL DISPUTE – AT THAT TIME IT HAS JURISDICTION ON THE BASIS OF STATERA’S PLACE OF BUSINESS.

ARTICLE 1: Definitions.

In these general terms and conditions, the terms are:

Statera: The company Statera financiële Dienstverlening B.V. located at 3800 BR Amersfoort, P.O. Box 1658 or one of its subsidiaries.

Statera-fd: The company Statera financiële Dienstverlening B.V. located at 3800 BR Amersfoort, P.O. Box 1658 or one of its subsidiaries.

Client: A client who has commissioned STATERA, or one of its subsidiaries, to perform work, perform services and/or deliver products. Assignment: An oral or written statement given by the client to STATERA with which the client has made the wish known to STATERA that the client wishes to purchase from STATERA the performance of work, the performance of services and/or the delivery of products.

Price offer: A document issued in writing by STATERA describing which work is performed and/or which services are performed and/or which products are delivered and what price is charged for this by STATERA to the client as soon as the client will issue an order to STATERA.

ARTICLE 2: Entering into an assignment.

  • : The general terms and conditions of STATERA apply to all price offers by STATERA, to all assignments to STATERA, to all performance of services by STATERA and/or the delivery of products by STATERA. These terms and conditions do not apply if this has only been explicitly communicated to the client by STATERA in writing.
  • : All price offers in any form made by STATERA are always without obligation.
  • : A price offer is only binding if STATERA has informed the client in writing and binds STATERA only to maintain the price offer during the aforementioned period in the price offer.
  • : STATERA is only bound to a price offer after the client has given written instructions to STATERA. Dissolution of an order by the client is only possible within 8 days of the date of the written order confirmation by the client to STATERA. If STATERA has already performed work, services and/or services during this period or has delivered products, the customer is obliged to pay for them in accordance with the order.
  • : STATERA is only bound by verbal promises after they have subsequently been confirmed in writing to the client by STATERA. STATERA does not accept any liability in the event of an oral assignment by the client if the performance of work and/or the performance of services and/or the delivery of products does not meet the verbally given description of the performance of work and/or the performance of services and/or the delivery of products.
  • : Purchase conditions or other conditions of the client only bind STATERA if STATERA has explicitly informed the client in writing that STATERA has accepted the customer’s purchase conditions or other conditions for the execution of the assignment. If the client states in the order confirmation that the order is made under the application of the customer’s purchase conditions or other conditions, the customer may not derive any rights from the recognition of the purchase conditions or the other conditions of the customer if STATERA leaves the application of these terms and conditions by the client undisputed.
  • : The Client cannot derive any rights from the fact that STATERA does not always require strict compliance with its general terms and conditions, the Client cannot therefore assume that the general terms and conditions of STATERA would no longer apply or that STATERA would lose its rights to strict application of its general terms and conditions for future assignments, whether or not similar to the assignment in which STATERA has not strictly applied its general terms and conditions.
  • : STATERA can only be represented and bound by the persons who are entitled to do so according to the registration in the trade register of the Chamber of Commerce and Industry in Amersfoort. If due to circumstances STATERA is represented by a person who cannot or may not legally represent STATERA, this person may receive a power of attorney from STATERA for this, the representative of STATERA is not permitted to waive these general terms and conditions when entering into an assignment or to declare them inapplicable unless the representative of STATERA has a power of attorney from STATERA in writing and which power of attorney must only be issued and signed on a case-by-case basis and by those representatives of STATERA who are authorised to do so according to the trade register of the Chamber of Commerce and Industry in Amersfoort.

ARTICLE 3: Pricing and pricing.

  • : All prices that STATERA has stated to the client are exclusive of sales tax and other levies that have been imposed or are still being imposed by the government. If, due to changes in wages, taxes, social or other government charges, STATERA is forced to adjust its prices, STATERA is also entitled to do this for all assignments already given by the client to STATERA, in compliance with the applicable legal regulations, even if this was already foreseeable when entering into the assignment.
  • : The cost statement included in the assignment or price offer forms a whole with the described structure of the work. Changes in this set-up, with regard to size, phasing, method, analysis, reporting or in any way whatsoever or a change in one or more of the cost price factors will be discussed by STATERA with the client in advance and may lead to an adjustment of the price owed by the client to STATERA.
  • : Changes, of whatever nature, to the original assignment, which are provided in writing or orally by the client to STATERA and cause higher costs than those assumed by STATERA in the price offer, will be charged extra to the client; If the change made leads to a reduction in the value of the assignment, the difference in the value of the original assignment and the value of the assignment will be credited to the client after modification.
  • : If the number of discussions is specified in the price offer of STATERA to the client and the number of discussions must be increased at the request of the client, STATERA is entitled to charge these additional discussions to the client.
  • : If, as a result of the additional discussions, STATERA has to hire specialized companies for the further execution of the assignment given by the client, STATERA will charge the costs for these specialized third-party companies separately and specified to the client.
  • : Modification, extension or termination of the assignment by the client is only possible in writing. Additional costs resulting from this are entirely at the expense of the client.
  • : STATERA is not obliged to send a shared invoice to the client in the case of a composite price offer for a shared delivery.

ARTICLE 4: Cancellations and complaints.

  • : If the client has given an assignment to STATERA and wishes to terminate this assignment, the client owes STATERA a fee of 45% of the total value of the assignment that the client has given to STATERA.
  • : Upon termination of the assignment by the client, STATERA is entitled to charge the client the actual costs incurred for the terminated assignment, subject to the provisions of 4.1.
  • : the client must complain in writing within 8 days of receipt of an invoice regarding all immediately observable deviations regarding the work performed and / or services performed and / or delivered products by STATERA.
  • : Complaints submitted by the Client on an invoice from STATERA to the Client do not entitle the Client to suspend payment of the invoice against which the Client has complained.
  • : Complaints made against a certain invoice have no influence on previous or future work performed by STATERA for the client and / or services performed and / or delivered products.

ARTICLE 5: WARRANTY AND LIABILITY.

5.1: STATERA undertakes vis-à-vis the client to process data that the client has provided to STATERA for the purpose of processing, to process this data in the agreed manner and to deliver the results of this processing to the client. 5.2: STATERA undertakes towards the client to carry out the given assignment with care. The fact that STATERA has provided the client with oral and/or written advice in this regard does not imply that STATERA has undertaken to bring about such a result to the client.

  • : STATERA is not liable for the accuracy of information and advice provided by STATERA and/or its employees.
  • : STATERA expressly excludes all liability for any damage suffered by the client as a result of work performed by STATERA and/or services performed and/or products delivered.
  • : The Client is obliged to indemnify STATERA against any claim from third parties.
  • : If, despite careful execution of the work, when checking the client, deviations are found that are the result of incorrect operation of the used equipment or of incorrect execution by employees of STATERA, STATERA’s liability is limited to the re-execution of those activities at STATERA’s expense or the crediting of STATERA’s account to the client in proportion up to a maximum of the invoiced by STATERA amount.
  • : The Client is obliged to inform STATERA of a shortcoming within a period of fourteen days after sending STATERA of the results or the invoice.
  • : Any further and/or other liability of STATERA for direct or indirect damage suffered by the client is excluded.
  • : STATERA is not liable or responsible for the consequences of errors in materials or information carriers or any other source of information made available by the client. STATERA is not liable or responsible for the consequences of difficulties encountered in use, processing or processing. STATERA is not liable or responsible for the consequences of the processing of incorrect or incomplete data and/or information provided by the client.
  • : If STATERA should nevertheless be responsible or liable on the basis of legal provisions, this justification or liability shall never exceed the amount that STATERA has calculated to the client for the execution of the assignment for which STATERA is responsible or liable. If the amount calculated to the client for the executed assignment should exceed the maximum amount insured by STATERA per event, STATERA is liable for the maximum amount that can be paid out on the basis of this liability insurance.

ARTICLE 6: Copyright and ownership.

  • : The copyright on all reports, proposals and all other documents and collected data prepared for the client in any way recorded in word, writing, plate, image or any other reproduction rests at all times with STATERA.
  • : If STATERA expressly transfers items to the client on the basis of the assignment, the latter shall remain the property of STATERA until the client has paid all amounts due for this, including non-due amounts, to STATERA.
  • : STATERA retains all industrial and intellectual property rights arising as a result of the materials provided by STATERA, the inventions contained therein, the drawings, models and all copyright works.
  • : STATERA retains all rights to inventions and know-how even if these have been acquired by STATERA during the performance of the work and/or the performance of services and/or the delivery of products to the client.
  • : The right of use for the client is, unless expressly agreed otherwise in writing, limited to the company acting as a client of STATERA, any subsidiaries of the client are expressly excluded from this right of use.

ARTICLE 7: Confidentiality and exclusivity.

  • : STATERA undertakes towards the client to maintain the confidentiality of all matters or details thereof, which STATERA holds from the client or of which STATERA has knowledge. STATERA will only use all information about the client that has come to its knowledge in connection with the assignment to be carried out by STATERA for the client.
  • : STATERA undertakes towards the client to take all measures to ensure confidentiality for all data and information made available by the client to STATERA.
  • : STATERA undertakes vis-à-vis the Client not to provide any data and information made available by the Client to third parties other than after an explicit written permission from the Client to provide these data and information obtained by STATERA from the Client to named third parties.
  • : STATERA undertakes to the Client to observe all reasonable instructions from the Client regarding the guarantee of the confidentiality of data and information provided by the Client.
  • : STATERA is entitled not to apply the provisions of 7.2 to 7.4 if STATERA uses the client’s data for static or comparative purposes and the client can remain anonymous or the client’s confidentiality is not compromised by generalizing this data.

ARTICLE 8: Delivery times and deadlines.

  • : All delivery times stated by STATERA in offers and order confirmations are made in good faith and cannot be considered binding by the customer unless STATERA has expressly made this known to the client in writing.
  • : Interim changes to the assignment by the client, strikes, unforeseen circumstances and/or force majeure may lead STATERA to adjust the term of delivery to the client, such an adjustment the client is never entitled to compensation, dissolution of the assignment given to STATERA or non-fulfillment of any obligation of the client to STATERA that may arise from this or from any other agreement related to this assignment.
  • : STATERA is entitled to invoice the client for partial performance of work and/or performance of services and/or delivery of products, in such a case the client is obliged to pay within the periods mentioned in article 9 of these general terms and conditions.
  • : STATERA is not bound by or responsible for the enforcement of any period if the client does not make available to STATERA in a timely manner all data and information and/or the correct information and/or information and/or the correct information and/or information carriers to be performed by STATERA.

ARTICLE 9: Payment terms.

  • : STATERA generally maintains a payment term of 14 days. STATERA does not grant a payment discount when paying within this payment term unless this has been expressly agreed otherwise in writing.
  • : the client is obliged to comply with all deadlines that STATERA sets for the client for the period within which the client must pay an invoice from STATERA, the client undertakes to pay the invoice in a legal tender in the Netherlands and in the banking manner as stated by STATERA in the invoice to the client.
  • : the client is obliged to fulfil its payment obligation towards STATERA without the application of any discount or without the application of any set-off, without the suspension due to alleged or actual breach of contract or without the application of suspension of the payment obligation by the client towards STATERA by placing any attachment under himself or that the client can in any other way block the payment by the client to STATERA.
  • : STATERA is entitled to include in its price offer a change of the payment conditions, this makes it possible for STATERA to apply partial invoicing depending on the size or duration of the work to be performed by STATERA and / or services to be performed and / or products to be delivered. Even in the case of partial invoicing, the client undertakes to make its payment to STATERA in compliance with articles 9.1 to 9.3.
  • : If the Client fails to fulfil its financial obligations towards STATERA, the Client shall be deemed to be in default by operation of law and STATERA shall be entitled, without any notice of default, to charge the Client the entire amount due and to calculate the statutory interest applicable at that time from the due date until the date that the entire payment has been made by the Client to STATERA.
  • : If STATERA has had to incur costs for taking measures that are necessary to ensure that the customer fulfils its payment obligations towards STATERA, including all judicial and extrajudicial collection costs, the client will have to reimburse STATERA for these costs. These costs amount to at least 15% of the outstanding invoice with a minimum of 50 EURO.
  • : Regardless of the agreed payment condition with the client, STATERA is entitled to require the client to provide sufficient security of payment and to cease the performance of work and/or the performance of services and/or the delivery of products if the Client is unable to provide this requested security to STATERA. 9.8: The property rights of the work performed and/or services performed and/or delivered by STATERA to the client remain as security, including the right of retention, until the client has paid the amount owed to STATERA, including any interest and costs as mentioned in article 9.6, in full.
  • : the client cannot suspend any payment to STATERA, even if this has been agreed between STATERA and the client in installments.
  • : If the client does not comply with the payment conditions and its resulting payment obligations towards STATERA, this releases STATERA from its obligations towards the client.

ARTICLE 10: Intermediaries and reporting.

  • : If for any reason the client wishes to engage an intermediary for its contacts with STATERA, STATERA does not owe this intermediary any fee or commission.
  • : All costs for this intermediary are fully borne by the client. 10.3: These general terms and conditions also apply to an intermediary engaged by the client, general or other conditions of this intermediary do not apply to the contacts between STATERA and its client or the client’s intermediary.
  • : If due to the involvement of the client of an intermediary there is a delay in the performance of work and/or the execution of services and/or the delivery of products by STATERA to the client, STATERA is in no way liable to the client for this. If delay in any form occurs due to the involvement of an intermediary by the client, the additional costs of STATERA shall be borne entirely by the client.
  • : If the price offer of STATERA to the client refers to the publication of an analysis or a report, this is always stated in the Dutch language and drawn up in the form of a text on paper.
  • : STATERA is only obliged to do the analysis or reporting in any other language or in any other form of presentation if this has been clearly agreed in writing in advance between STATERA and the client.
  • : STATERA is obliged to provide the client with the number of copies of the analysis or report as stated by STATERA in its price offer or order confirmation.

ARTICLE 11: Other provisions.

  • : the client undertakes to STATERA, if this has been agreed, materials; provide information carriers and/or data on information carriers to STATERA that meet the specifications as communicated to the client by STATERA.
  • : Shipment, transport and/or transfer of goods, including materials, data carriers, takes place exclusively at the expense and risk of the customer, even if STATERA takes care of the insurance thereof.
  • : STATERA is only obliged to reduce the risk of shipment, transport and/or transfer of goods, including materials, data carriers, etc. to be taken care of if this has been explicitly communicated to the client in writing by STATERA.

ARTICLE 12: Provision of data.

  • : the client is obliged to make available to STATERA all data and documents that STATERA needs in accordance with its judgment for the correct execution of the assignment, in a timely manner and in the desired form and manner.
  • : STATERA has the right to suspend the execution of the assignment until the client has complied with the provisions of paragraph 1 of this article.
  • : The data provision by the client is subject to the Privacy Statement of Statera-fd according to the latest published version. The Privacy Statement of Statera-fd can be downloaded from the website of Statera-fd, if desired, Statera-fd can send you a printed copy.

ARTICLE 13: Disputes.

  • : All price offers from STATERA, all agreements and assignments between STATERA and the client are exclusively governed by Dutch law.
  • : In the event of disputes between the Client and STATERA, the Client and STATERA shall endeavour to have the dispute settled by arbitration. STATERA and client will each appoint an arbitrator at their own expense, these appointed arbitrators will appoint a third independent arbitrator. Then, these three arbitrators will review the dispute and make a decision. A decision taken by arbitrators appointed by the client and STATERA and in which STATERA and the client subsequently heard in an arbitration case is binding on both STATERA and the client without any appeal being possible. The costs of the third, independent arbitrator shall be borne by the unsuccessful party in the arbitration case.
  • : If STATERA and the client cannot reach an agreement on arbitration, only the Dutch court shall have jurisdiction for such a dispute, which, according to the amount of the dispute, is the subdistrict court for the jurisdiction to which STATERA belongs in view of its place of business or the district court of the district to which STATERA belongs in view of its place of business at the time the dispute between the client and STATERA arises.
  • : The court referred to in Article 13.3 is also competent if, according to any provision of the treaty, a foreign court would have jurisdiction to designate it.
  • : STATERA is entitled to have the case settled by the foreign competent court for a dispute with a client established abroad.