General Conditions

1. DEFINITIONS

By ‘Principal' is meant the party who places the purchase order. By ‘NewRoadz' is meant the party who accepts the purchase order. By ‘Purchase Order' is meant all the services rendered or to be rendered by NewRoadz to the Principal. Obligations arising from agreements entered into between NewRoadz and the Principal qualify as Best Efforts Obligations. This implies that NewRoadz undertakes to the Principal to apply such appropriate efforts as are in accordance with what the Principal may reasonably expect from NewRoadz.

2. SECRECY

NewRoadz undertakes to observe strict and unconditional secrecy in respect of all matters entrusted to it. Secrecy likewise applies to all information the Principal acquires for the purpose of entering into an agreement.

 3. VALIDITY

These General Conditions of delivery and payment govern the legal relationships between the Principal on the one hand and NewRoadz on the other. They form an integral part of the agreement. If parties wish to depart from any stipulation of these conditions by mutual agreement, such departure shall be reduced to writing.

 4. PROPOSALS, DELIVERIES AND PAYMENTS

  1. All proposals are without obligation, unless agreed otherwise.
  2. In the case of composite price quotations there is no partial delivery obligation in return for a corresponding part of the price quoted for the whole.
  3. The Purchase Order to NewRoadz shall be in writing and must be confirmed. The confirmation shall include the estimated fee. If the Purchase Order is confirmed only by NewRoadz and the Principal does not object in writing within eight days, the contents of this confirmation shall be binding on the parties.
  4. Changes to the execution of the agreement wanted by the Principal after placing the Purchase Order, shall be notified by the Principal to NewRoadz promptly and in writing. If such changes are notified to NewRoadz orally including by telephone, the implementation risk in respect of such changes shall be borne by the Principal.
  5. Changes made to a Purchase Order already placed may result in the delivery term agreed upon prior to the changes being exceeded by NewRoadz, for which it is not responsible.
  6. The fee for recruitment and selection is calculated based on a full-time salary, even if the appointed candidate is to fulfil a part-time position. The minimum fee amounts to € 7,500.
  7. By Annual Salary is meant: the gross annual salary, holiday pay, fixed annual gratuity, all fixed emoluments such as expense allowances, entertainment expenses and bonuses. A company car is included in the Annual Salary at an amount of € 7,500.
  8. If several candidates with identical job descriptions are appointed as a result of the same recruitment and selection procedure, 75% of the fee is charged for the second appointed candidate, and 50% of the fee is charged for the third and subsequent appointed candidates.
  9. If during the recruitment and selection procedure candidates are referred via a channel other than NewRoadz, these candidates are included in the procedure concerned and the delivery and payment conditions in force apply. This also applies to candidates who are referred to NewRoadz via the Principal.

5. PAYMENT TERM

  1. Payment must be made without deducting any discount and - unless agreed otherwise - within 14 days of the invoice date. In the event of the payment being exceeded, statutory interest shall be charged on the invoice amount outstanding as from the invoice date until the date the invoice is settled in full. For interest calculation purposes, part of a month shall count as a full month.
  2. NewRoadz is entitled to demand security beforehand for the amounts agreed upon.
  3. In the event of the Principal defaulting on any payment, including after dunning and summons, all legal and other costs relating to the recovery shall be for his account. The collection charges amount to at least 15% of the amount concerned, subject to a minimum of € 250.
  4. In the event that the Principal defaults, NewRoadz has the right of retention, except when not allowed by law. In case of non-payment by the Principal, NewRoadz is entitled to suspend any part of the agreed upon activities until payment is made.

6. CANCELLATION

If the Principal cancels any part of the Purchase Order placed, he shall compensate NewRoadz for all reasonably incurred expenses (costs of preparation, commission and the like) relating to the execution of the Purchase Order and, in the event NewRoadz so wishes , pay for the materials intended for the execution of the Purchase Order at the prices NewRoadz included them in its costing estimate, all without prejudice to the right of NewRoadz to compensation for loss of income and any other damage arising from the cancellation concerned.

7. COMPLAINTS

  1. Complaints must be in writing and submitted within eight days, either of receiving that which has been agreed between the parties or of rendering the agreed upon services.
  2. The Principal must allow NewRoadz the opportunity to evaluate a complaint prior to making use of that delivered.
  3. The liability of NewRoadz is limited to the amount it recovers from its insurance company.
  4. In case NewRoadz is liable for damage for which it is not insured, the compensation for damages and the liability will not exceed the invoice amount for the agreed upon delivery, or the part of the invoice amount for the agreed upon part of the delivery.
  5. Deficiencies in a part-delivery of the Purchase Order do not entitle the Principal either to cancel the whole Purchase Order or withhold payment of the invoice.
  6. Where possible, the Principal enables NewRoadz to repair the damage or limit it by means of a new delivery.
  7. NewRoadz shall not be liable for consequential damage, except insofar as it is insured for it.
  8. NewRoadz shall not be liable for damage suffered by the Principal or by third parties for which NewRoadz is to blame or that is the result of its negligence and deliberate intent, or for which persons contracted by or on behalf of NewRoadz are to blame or that is the result of their negligence and deliberate intent. Except in the case of deliberate intent, the foregoing also applies as regards the direct liability of persons employed by NewRoadz.

8. ACCEPTANCE

The Principal accepts delivery of a Purchase Order immediately after its completion, and consulting services are deemed to be accepted immediately.

 9. CLAIMS

  1. NewRoadz is not liable for inaccuracies in the Purchase Order, or in instructions given to it.
  2. NewRoadz shall never be liable for non-performance, incorrect performance or late performance of the Purchase Orders placed with it due to force majeure in the broadest sense of the words, disruptions in the business operations of NewRoadz occurring on delivery or due to strikes, sickness or accident, government measures, as well as other unforeseen events in the business operations of NewRoadz and at businesses contracted by NewRoadz in connection with the Purchase Order.
  3. The lead time required to complete the Purchase Order is given as an approximation only. Should this lead time be exceeded the Principal shall never be entitled to claim cancellation or damages, except if NewRoadz knew or ought to have known that exceeding the lead time would cause the Principal insurmountable difficulties.
  4. As regards the custody, use, processing and handling of property entrusted to NewRoadz by or on account of the Principal, NewRoadz shall exercise the same care and observe the same secrecy as it would as regards its own property. If the Principal wants to have the risk covered, he should insure it himself.

10. GUARANTEE

If within six months of an appointed candidate being employed, he/she has to leave the Principal's organisation due to unsatisfactory performance, NewRoadz restarts the recruitment and selection process - without charging any fee - in order to arrive at a new appointment.

11. COPYRIGHTS

  1. All of NewRoadz's work is subject to the provisions of the Copyrights Act 1912 as amended.
  2. All work, in whatever form remains the substantive and intellectual property of NewRoadz, unless explicitly agreed otherwise in writing.

12. PRICE CHANGES

In the event of increases in the price of materials and/or the cost of labour required for the execution of the Purchase Order occurring after its acceptance, NewRoadz shall be entitled to increase the agreed upon prices and/or cost accordingly.

13. VARYING CONDITIONS

  1. Provisions or conditions included in a NewRoadz confirmation that are in conflict with these General Conditions of delivery cannot be approved unless NewRoadz has accepted them in writing.
  2. In the event of the uniform sales conditions in use by the Principal and these General Conditions coinciding, the latter take precedence.

14. DISPUTES

Disputes concerning the relations between the Principal and NewRoadz are subject to Dutch law. Disputes between the Principal and NewRoadz are submitted to a Dutch court of competent jurisdiction.