All our services are rendered according to our General Conditions as stated below:
Applicability of these Conditions
These Conditions apply to any form of service, or any offer thereof, in the Netherlands and/or abroad, made by Muller & Eilbracht B.V., hereafter called M&E, in various legal fields, to which M&E have declared these Conditions applicable, insofar as these Conditions are not expressly deviated from by the parties.
In a continuing relationship between M&E and the other party these Conditions do not need to be repeatedly declared applicable.
A declaration of applicability of the M&E Conditions implies an express rejection of the conditions of the Client.
All offers made by M&E are completely without obligation.
M&E is only bound by its offers if the Client confirms acceptance in writing to M&E within 14 days, or performance has commenced.
In addition to the standard fee for services of M&E, if applicable, an hourly fee will be charged to the Client, unless a contrary offer is made to the Client and/or another agreement is made with the Client expressly and in writing.
All amounts owing to M&E by the Client for services rendered, or services rendered by those fully authorized by M&E, under these Conditions of Delivery, are exclusive of VAT, unless otherwise stated.
M&E reserves the right with regard to all accepted assignments to instruct third parties to (co-)perform such assignments, in whole or in part; such subcontracting shall take place for the responsibility of the Client.
The Client is directly and fully liable for payment to the third parties indicated in the previous paragraph, for amounts invoiced by said third parties.
The services to be performed by M&E will be carried out to the best of its ability, whereby the interests of the Client will be treated with the strictest confidence or, if the latter is itself an intermediary, the interests of the Client’s principal will be treated with the strictest confidence.
M&E is exclusively liable to its Client in the following ways:
M&E is liable if damage is caused with intent or through the gross negligence of M&E or its managerial subordinates.
As regards damage which is a result of serious errors in M&E’s provision of service, M&E’s liability is limited to the amount of the insurance compensation, insofar as such liability is covered by insurance.
In any case which is not covered by insurance or for which the insurance will not pay out, the liability is limited to the invoice value of the relevant assignment.
Force majeure is understood to mean circumstances which prevent the performance of the agreement, or which make such performance unreasonably difficult, and are not the fault of M&E.
M&E also has the right to claim force majeure, should the circumstance which impede (further) performance commence after M&E should have performed its obligations.
The obligations of M&E are suspended during force majeure. If the period in which force majeure prevents M&E from performance of its obligations lasts longer than 3 months, both parties are entitled to dissolve the contract without any liability to pay compensation.
If M&E has already performed part of its obligations or can only perform part of its obligations at the commencement of force majeure it is entitled to separately invoice the work already completed, or the work which can be done, and the other party is obliged to pay this invoice as if the matter involved a separate contract.
If so desired M&E can demand that the Client pay (by pre-payment) expenses, out-of-pocket expenses and/or fees, in whole or in part, as security for fulfilment of its obligations.
M&E may demand intermediate settlement of expenses, out-of-pocket expenses and/or fees, in whole or in part, and the Client is obliged to pay the relevant invoice amounts in time and in full, without being entitled to any deduction.
Moreover, M&E’s claims on the Client are immediately claimable in the following cases:
if after entering into the contract M&E has grounds to suspect that the Client will not perform its obligations;
if upon entering into the contract M&E requests the Client to put up security against performance and this security is not forthcoming or is insufficient.
In the above stated cases M&E is entitled to suspend further performance of the contract, or to dissolve the contract, without prejudice to the right of M&E to claim compensation.
M&E reserves the right, in the event of non-performance by the Client or its authorized representative, to retain any evidence of title which is in its possession, or other results of its services, until the Client has performed all its obligations in full.
Termination of the Contract
If the Client does not perform its obligations vis-à-vis M&E, or does not perform such in time or in full, M&E is entitled to suspend (further) performance of the contract until performance is made or to terminate the contract, without prejudice to the right of M&E to compensation for damage incurred in this respect.
If the Client does not perform its obligations vis-à-vis M&E, or does not perform such in time or in full, M&E is, in specific, not bound to carry out any activities or make any payments relating to the acquisition or maintaining of any intellectual property right, nor will M&E be liable for this in any way.
If circumstances arise in relation to persons and/or materials which are used by M&E during the performance of the contract or are intended to be used, which circumstances are of such character that performance of the contract is impossible or is made difficult to such a degree and/or becomes disproportionately expensive that it would no longer be reasonable to demand performance of the contract, M&E is authorized to dissolve the contract.
M&E is not obligated to surrender to the Client or his authorized representative business files and/or other items, information or documents given by or on behalf of the Client, in whatever form and capacity, until the Client has irrevocably performed all its payment obligations.
M&E retains the right to make price changes, after confirmation of the order, in its non-binding offer of services and to charge such price changes to the Client, such as:
changes in currency exchange rates;
pricing decrees imposed by the government (inter alia, taxes);
If urgent orders are carried out for the Client, the Client will be charged the highest applicable price or the highest applicable fee with a premium of at least 50%.
Payment is to be made within 21 days after the invoice date by means of any legal instrument of payment at the offices of M&E, or by transfer to the bank account stated on the invoice.
After expiration of 21 days after the invoice date the Client is in default; as of the time that the Client is in default, it will owe interest for late payment of 1.25% per month on the outstanding amount.
In the event of liquidation, insolvent winding-up or a moratorium on payment on the part of the Client, all (payment) obligations of the Client will be immediately claimable.
Payment is to take place without any discount or set-off.
Payments made by the other party will always be deemed to first pay off any interest and/or costs owed and secondly, will then serve as payment for outstanding invoices, starting with the oldest outstanding invoice, even if the other party states that payment is for an invoice of a more recent date.
The provisions in this Article also apply with regard to payment of invoices sent to the Client for assignments given to third parties in the name of the Client, or on his instructions.
If an assignment is given by more than one person and/or legal person, each of them is severally liable to M&E for timely performance of all their obligations ensuing from this contract.
If the Client is in breach or default with regard to the performance of one or more of its obligations, all reasonable costs for extrajudicial collection of the amounts owed are for the account of the Client.
In any event, the Client will owe an amount of 15% of the outstanding invoice amount; if M&E demonstrates that greater costs were incurred, which costs were reasonably necessary, said costs must also be reimbursed.
In all instances the Client owes M&E for the legal costs incurred by M&E.
M&E expressly retains the right at all times to assign its claim on the Client to third parties.
M&E is entitled to set-off amounts it owes to the Client under any heading whatsoever, with claims it has against the Client.
M&E expressly retains all intellectual property rights in connection with, or ensuing from its activities. Insofar as no prior explicit written agreement with the Client was made, the Client can only acquire the property and/or any relevant right from M&E by means of a written deed and payment of an amount to be agreed.
All contracts between M&E and the Client are governed by Dutch law.
Disputes between M&E and the Client will be brought before the competent court in The Hague. M&E nevertheless remains entitled to summons the Client to appear before the court which has jurisdiction according to the law or the applicable international treaty.
Amendments to the Conditions
M&E is entitled to amend these Conditions. Said amendments are effective at the time for which it has been stipulated that they will come into effect. M&E will send the revised Conditions to the other party in due time.