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general terms and conditions

Article 1. Definitions

In these general terms and conditions, the following terms are used in the sense defined, unless explicitly stated otherwise:

  • VVV Waterland van Friesland: Vereniging VVV Waterland van Friesland, established at 8501 AH Joure, municipality of De Fryske Marren, at Midstraat 99, registered with the Chamber of Commerce in Leeuwarden under number 40001779 and registered with the Tax Authorities under VAT number NL002667733B01
  • Partner : Any natural person or legal entity that concludes an agreement with VVV Waterland van Friesland for the provision of services and/or a purchase agreement and/or a mediation agreement.
  • Agreement : the agreement between VVV Waterland van Friesland and the Customer.
  • Product : the goods and/or services offered by VVV Waterland van Friesland;
  • Product description : the description of the goods and/or services offered by VVV Waterland van Friesland;
  • Product Conditions : the obligations of VVV Waterland van Friesland, the obligations of the Partner as well as the Product Description

Article 2. Scope

1. These General Terms and Conditions apply to all offers made by VVV Waterland van Friesland and all agreements concluded between VVV Waterland van Friesland and the Partner.

2. Employees of VVV Waterland van Friesland are not authorised to make arrangements with a Partner that deviate from these General Terms and Conditions, unless they have been authorised to do so in writing by the director of VVV Waterland van Friesland.

3. VVV Waterland van Friesland reserves the right to amend and/or supplement these General Terms and Conditions. The amendments and/or additions will take effect from the date set by VVV Waterland of Friesland, but not earlier than the date on which VVV Waterland of Friesland has given the Partner a reasonable opportunity to take note of the amendments and/or additions. If the Partner does not agree with the amended and/or supplemented terms and conditions, VVV Waterland van Friesland will be entitled to terminate the Agreement with immediate effect.

4. Any general (purchasing) terms and conditions used by the Partner are hereby expressly rejected by VVV Waterland van Friesland, unless the parties have expressly agreed otherwise in writing. Any stipulations deviating from the General Terms and Conditions of VVV Waterland van Friesland will apply exclusively to the Agreement in which these stipulations are included.

5. In the event of conflict between any provisions of the Agreement, the Product Conditions and these General Terms and Conditions, the following order of precedence shall apply:
a. the Agreement;
b. the Product Conditions;
c. these General Terms and Conditions.

6. If a provision of the Agreement and/or one or more of the associated Product Conditions and/or these General Terms and Conditions proves to be invalid, the parties shall in mutual consultation include a replacement provision that comes as close as possible to the content of the invalid provision.

Article 3. Conclusion of the Agreement

1. All offers made by VVV Waterland van Friesland, including general offers of a Product contained in product catalogues, (electronic) price lists and other printed matter, are always free of obligation.

2. An Agreement between VVV Waterland van Friesland and a Partner will be concluded if and when:

  • VVV Waterland of Friesland has confirmed receipt of a Product form signed by the Partner or quotation in writing or by email to the Partner, or;
  • VVV Waterland van Friesland commences the performance of the obligations arising for VVV Waterland van Friesland from the choices made by the Partner on the Product Form or the quotation signed by the Partner, or;
  • the Partner pays an invoice sent by VVV Waterland of Friesland to the Partner in respect of one or more Products;

3. Verbal agreements will only be binding on VVV Waterland van Friesland after confirmation by VVV Waterland van Friesland in writing or by email.

Article 4. General obligations of VVV Waterland van Friesland

1. VVV Waterland van Friesland will make every effort to fulfil its obligations under the Agreement on the date agreed between the parties in accordance with the manner and Product Conditions agreed between the parties.

2. VVV Waterland van Friesland is entitled to transfer its rights and obligations under the Agreement to a third party, for which transfer the Partner has given its prior consent to VVV Waterland van Friesland.

3. VVV Waterland van Friesland is entitled to have its obligations under the Agreement fulfilled by third parties.

Article 5. General obligations of the Partner

1. When entering into the Agreement, as well as for the entire term of the Agreement, the Partner is obliged to provide VVV Waterland van Friesland with all data and information that are necessary or useful for VVV Waterland van Friesland to fulfil its obligations under the Agreement.

2. The Partner will take all measures that are necessary or useful for VVV Waterland van Friesland to perform its obligations under the Agreement or that are necessary or useful for VVV Waterland van Friesland to perform its work properly.

3. The Partner is obliged to ensure that the data, information and items provided by the Partner to VVV Waterland van Friesland can be used safely by VVV Waterland van Friesland and third parties, and cannot constitute or pose a danger to VVV Waterland van Friesland, its employees and/or third parties.

4. The Partner is obliged to ensure that the data, information and items provided by the Partner to VVV Waterland van Friesland are its property or that the Partner owns such licence or other intellectual property right in respect of such data, information and items that it does not infringe any intellectual property rights of third parties and that the Partner is entitled to provide the data, information and items provided by the Partner to VVV Waterland van Friesland.

5. The Partner will not rent, lease, sell, dispose of, pledge, pledge, transfer as security or transfer under any title whatsoever - whether or not free of charge - to any third party for any purpose whatsoever, other than for the performance of the Agreement, any information and/or goods made available to the Partner by VVV Waterland van Friesland, whether or not under the Agreement.

6. The Partner is obliged to ensure that the information provided to VVV Waterland van Friesland:

  • Is constructive and decent in a general sense;
  • is relevant to Southwest-Friesland and/or the Partner or is in any way related to Southwest-Friesland and/or the Partner;
  • does not incite hatred or violence, is not discriminatory, unnecessarily hurtful or intimidating, and does not give rise to and/or express aggression, harassment or incitement to harassment;
  • is not directed against a third party and does not constitute wrongful acts against a third party;
  • is not pornographic, erotic or violent in nature and does not contain links or other references to pornographic, erotic, violent or other material, illegal or otherwise;
  • does not contain or include any spam, MLM, product or service promotion, lottery, gambling or investment;
  • does not contain any private or confidential information of or about third parties of which the Partner knows or should reasonably suspect that the privacy of third parties is being violated or may be violated;
  • does not infringe any other rights of third parties;
  • does not contain or promote any information that the Partner knows or should have suspected is false or misleading;
  • does not contain spam, or allow viruses or 'bots', 'worms' or any other computer codes, files or programs to gain access to the systems of VVV Waterland of Friesland or third parties, or allow their creators or users to gain access to the systems of VVV Waterland of Friesland or third parties.

7. VVV Waterland van Friesland has the right at all times to edit and/or shorten the information provided by the Partner.

8. If the Partner breaches any of its obligations under this Article, such breach shall be deemed to constitute an attributable failure of the Partner and the Partner shall immediately and without notice of default being required, be in default. In that case, VVV Waterland van Friesland will be entitled to dissolve the agreement immediately, whereby the damage suffered by VVV Waterland van Friesland must be compensated by the Partner. This damage will in any case be estimated at the sum of all amounts already paid by the Partner to VVV Waterland van Friesland within the framework of the Agreement. VVV Waterland van Friesland is entitled to set off the damage against the aforementioned sum of all amounts already paid by the Partner, so that no refund of these amounts will be made. Without prejudice to the foregoing, VVV Waterland van Friesland is entitled to claim compensation for the full loss and/or performance of the Agreement.

Article 6. Liability of VVV Waterland van Friesland

1. The Partner is obliged to inspect the goods delivered by VVV Waterland van Friesland immediately after delivery for any deviations from the Product Conditions and other observable shortcomings. Under penalty of forfeiture of all rights, the Partner is obliged to report shortcomings to VVV Waterland van Friesland within 14 calendar days after delivery of the goods. The notification must be made in writing or by email and must be accompanied by a description of the shortcoming found.

2. The Partner is obliged to continuously inspect the services provided by VVV Waterland van Friesland for any deviations from the Product Conditions and other observable shortcomings during the performance of such services. Under penalty of forfeiture of all rights, the Partner is obliged to report shortcomings to VVV Waterland van Friesland within 14 calendar days after the moment at which they were detected or could reasonably have been detected. The notification must be made in writing or by email and must be accompanied by a description of the shortcoming found.

3. The Partner is obliged to report to VVV Waterland van Friesland any shortcomings that could not reasonably have been detected during the aforementioned inspection and that become apparent within 3 months after the delivery of the goods or completion of the service, within one week after the moment at which the shortcoming was detected or could reasonably have been detected. The notification must be made in writing or by email and must be accompanied by a description of the shortcoming found.

4. VVV Waterland van Friesland is not liable for shortcomings that occur or have occurred after the expiry of a period of three months after delivery of the goods or completion of the service.

5. Any legal action of the Partner in respect of the performance of the Agreement will lapse 12 months after the performance of the Agreement on the part of VVV Waterland van Friesland has been completed.

6. If the Partner is of the opinion that VVV Waterland of Friesland is imputably in breach of any obligation under the Agreement, VVV Waterland of Friesland will only be in default after it has been given notice of default in writing or by email by the Partner, whereby the Partner will be obliged to grant VVV Waterland of Friesland a reasonable period of at least two weeks to remedy the breach.

7. If VVV Waterland of Friesland fails to fulfil any obligation towards the Partner, such failure cannot be attributed to VVV Waterland of Friesland and VVV Waterland of Friesland will therefore not be in default if fulfilment of such obligation by VVV Waterland of Friesland is hindered or impeded by a circumstance, foreseeable or otherwise, beyond the control of VVV Waterland of Friesland, such as, but not limited to, acts of war, riots, strikes, occupations, blockades, transport restrictions, energy disruptions, illness on an unusual scale, bad weather or natural disasters, government measures at home or abroad, cancellations by third parties and all other circumstances that are normally understood to constitute force majeure.

8. In a situation as referred to in paragraph 7 of this Article, VVV Waterland van Friesland is authorised to suspend performance of the Agreement until such situation no longer impedes said performance. In the event that the situation referred to in paragraph 7 of this article lasts longer than 2 months, both parties have the right to dissolve the Agreement in whole or in part without judicial intervention and without being obliged to pay any compensation to the other party.

9. VVV Waterland van Friesland is not liable for any damage suffered by the Partner as a result of:

  • the impossibility of the Partner to temporarily or permanently use the goods and/or services provided by VVV Waterland van Friesland;
  • inaccuracies in the Product Conditions or deviations between the Product Conditions and the goods and/or services provided by VVV Waterland of Friesland to the Partner, unless the Partner proves that the damage occurred as a result of deliberate acts or omissions by VVV Waterland of Friesland or the employees of VVV Waterland of Friesland, or unless the Partner proves that the damage occurred as a result of reckless acts by VVV Waterland of Friesland or the employees of VVV Waterland of Friesland. In that case, the maximum damage to be compensated to the Partner by VVV Waterland of Friesland will be equal to the amount that the Partner owes to VVV Waterland of Friesland in accordance with the Agreement for the entire term of the Agreement.

10. VVV Waterland van Friesland is not liable to the Partner for damages consisting of loss of profit, reduced income and/or other indirect and consequential damages.

Article 7. Liability of the Partner

1. The Partner will at all times be liable for any loss or damage suffered by VVV Waterland van Friesland as a result of a breach by the Partner of its obligations under the Agreement concluded with VVV Waterland van Friesland, including these General Terms and Conditions and the Product Conditions. The Partner shall not invoke force majeure.

2. The Partner indemnifies VVV Waterland of Friesland against claims by third parties who claim to have suffered damage as a result of a product and/or service provided by VVV Waterland of Friesland to the Partner.

Article 8. Pricing, invoicing and indexing

1. All prices and fees agreed between VVV Waterland van Friesland and the Partner and mentioned by VVV Waterland van Friesland in the Product Catalogue and in other offers, are in euros and exclusive of VAT, unless explicitly stated otherwise.

2. During the term of the Agreement, VVV Waterland van Friesland is entitled to increase the prices and fees agreed between VVV Waterland van Friesland and the Partner once per calendar year by an amount or percentage calculated on the basis of the change in the monthly price index according to the index number "Collective Labour Agreement Wages for the private sector, contractual wage costs and working hours; indices", published by Statistics Netherlands (Centraal Bureau voor de Statistiek). If the publication of the aforementioned index figure should be discontinued, the parties will consult with a view to determining a replacement index.

3. During the term of the Agreement, VVV Waterland van Friesland is entitled to increase the prices and fees agreed between VVV Waterland van Friesland and the Partner other than as referred to in paragraph 3 of this Article if purchase prices, wage costs or taxes give cause to do so. The percentage increase in the prices and agreed fees shall not exceed the percentage increase in purchase prices, wage costs or taxes.

4. During the term of the Agreement, VVV Waterland van Friesland is entitled to increase the prices and fees agreed between VVV Waterland van Friesland and the Partner other than as referred to in paragraphs 3 and 4 of this Article. The increased prices and fees will take effect as of the date set by VVV Waterland of Friesland, but not earlier than the date on which VVV Waterland of Friesland has notified the Partner of the increased fees in writing or by email. If the Partner does not agree with the amended and/or supplemented terms and conditions, both VVV Waterland van Friesland and the Partner are entitled to terminate the Agreement by the date on which the increased prices and fees will take effect, subject to Article 9.2.

5. Partner is obliged to pay the prices and fees agreed with VVV Waterland van Friesland for the goods to be delivered and services to be provided by VVV Waterland van Friesland in advance within fourteen days after VVV Waterland van Friesland has sent the Partner an invoice in that regard. The Partner is not authorised to set off any claim against VVV Waterland van Friesland against its payment obligations towards VVV Waterland van Friesland.

6. If the Partner has not paid any invoice from VVV Waterland van Friesland in full within the aforementioned period of fourteen days, the Partner will be in default without any notice of default being required. The Partner will then owe VVV Waterland van Friesland, in addition to the unpaid amounts, the statutory commercial interest for each month or part of a month that the payment is not made.

7. If the Partner has not paid any invoice from VVV Waterland of Friesland in full within the aforementioned period of fourteen days, VVV Waterland of Friesland will be entitled to suspend performance of its obligations under both this Agreement and any other Agreement in force between VVV Waterland of Friesland and the Partner. VVV Waterland van Friesland will then also be entitled to dissolve both the present Agreement and any other Agreement in force between VVV Waterland van Friesland and the Partner.

Article 9. Commencement, duration and end of the agreement

1. The Agreement between the parties shall enter into force on the date specified by the parties in the Agreement. If no date is specified, the Agreement shall enter into force on the date on which the Agreement is signed. If the Agreement has not been signed, the Agreement will take effect on the date on which VVV Waterland van Friesland commences performance of the Agreement.

2. The Agreement does not end on the end date stated in the Agreement, unless one of the parties has terminated the Agreement in writing or by email to the other party with due observance of a notice period of 3 months.

3. If the Agreement has not been terminated as referred to in paragraph 2 of this Article, the parties will be deemed to have entered into a new Agreement similar to the Agreement that immediately preceded it, for a period of one year and against the prices and fees then charged by VVV Waterland van Friesland for Products in the case of Agreements for a period of one year.

4. In addition to cases in which the Customer is in default, VVV Waterland van Friesland will be entitled to dissolve the Agreement without judicial intervention and with immediate effect by registered letter or bailiff's writ if the Customer:

  • discontinues, dissolves or effectively liquidates its business operations;
  • loses the free disposal of its assets or a substantial part thereof;
  • applies for a moratorium or bankruptcy;
  • is declared bankrupt;
  • offers a settlement outside bankruptcy.

Article 10. Other conditions

1. All goods delivered or services provided by VVV Waterland of Friesland remain its property until the Partner has paid the purchase price, as well as all that the Partner owes to VVV Waterland of Friesland on the basis of these or other Agreements. However, the Partner is entitled to resell or process the goods in the ordinary course of its business, unless VVV Waterland van Friesland indicates in writing or by email that the Partner must immediately make these goods available to VVV Waterland van Friesland.

2. The Agreement does not contain any title relating to the transfer of any intellectual property rights from VVV Waterland van Friesland to the Partner, unless the Agreement expressly provides otherwise.

3. The parties are obliged to keep all confidential information that comes into their possession within the framework of (the execution of) the Agreement secret and to use this information only to the extent required for the fulfilment of the obligations under the Agreement.

Article 11. Applicable law and court of competent jurisdiction

1. The offers made by VVV Waterland van Friesland and the Agreements between VVV Waterland van Friesland and the Partner are governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention.

2. All disputes between parties may only be submitted to the competent court in Leeuwarden, unless any other court is competent to take cognizance of the dispute concerned on the basis of a mandatory provision of the law.