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Terms and conditions

General Terms and Conditions Stedelijk Museum Breda

Article 1:  Definitions
The following terms and expressions in these purchase conditions are defined as follows:

1. Stichting Stedelijk Museum Breda
The client or user of the purchase conditions.

2. Service provider
The counterparty to Stichting Stedelijk Museum Breda.
A service provider is also the supplier of goods.

3. Agreement
The written agreements between Stichting Stedelijk Museum Breda and the service provider concerning the delivery of services to which these general terms and conditions apply.

4. Delivery
The performance of the agreed work or the provision of the agreed goods.

5. Services
The agreed work to be performed.

6. Goods or products
The material, movable objects to be delivered.

7. Parties
Stichting Stedelijk Museum Breda and the service provider.

8. Order
The order contract. This also includes an order for delivery on demand.

9. Annexes
The annexes to the agreement which become part of the agreement after having been initialled by both parties.

10. Third parties
Any parties that are not parties to this agreement.

11. Business days
Calendar days, except weekends and generally acknowledged public holidays.

12. Employees of the service provider/supplier
The employees and/or auxiliary persons hired by the service provider for the performance of the agreement who will work under his responsibility based on the agreement.

Article 2:  Applicability

Article 2.1
These purchase conditions apply to all requests, offers and agreements, including any follow-up agreements and all corresponding contracts for the provision of services or goods in which Stichting Stedelijk Museum Breda acts as the buyer of services or goods provided by a third party and in which the applicability of the general terms and conditions of the service provider are expressly rejected.

Article 2.2
These purchase conditions apply in full unless agreed otherwise in writing.

Article 3:  Offer
, quotation and bids

Article 3.1
An offer can be made by submitting a quotation.

Article 3.2
Any service provider who wishes to make an offer must submit his quotation no later than the deadline for the submission of bids, sealed in a sufficiently paid envelope sent to the address indicated by Stichting Stedelijk Museum Breda.

Article 3.3
Quotations that have not been submitted to Stichting Stedelijk Museum Breda before the deadline for the submission of bids will be invalid unless Stichting Stedelijk Museum Breda decides otherwise on the grounds of special circumstances.

Article 3.4
The quotation submitted by the service provider will remain in full force and effect for a period of at least 60 days from the date on which Stichting Stedelijk Museum Breda received it.

Article 4:  Conclusion
of the agreement

Article 4.1
The quotation submitted by the service provider will remain in full force and effect for a period of at least 60 days from the date on which Stichting Stedelijk Museum Breda received it. An agreement will be concluded in the following cases:

a. If a framework agreement has been concluded with the service provider, by submitting a written order based on this framework agreement, provided that this order meets all requirements and conditions set out in the framework agreement;

b. If the service provider has submitted a quotation, when Stichting Stedelijk Museum Breda submits a written order to the service provider based on this quotation.

Article 4.2
If a verbal order or contract is submitted in accordance with the offer in response to the quotation, the agreement will be concluded once this contract has been granted. In case of this verbal conclusion of an agreement, it will not be implemented before the service provider has submitted a written order confirmation.

Article 4.3
Stichting Stedelijk Museum Breda has the right to make changes and additions to the quotation. In this case, the agreement will be concluded once Stichting Stedelijk Museum Breda receives a written contract or order confirmation in accordance with the amended or supplemented quotation or once the service provider actually begins to implement the agreement.

Article 4.4
The service provider is required to confirm the contact or order in writing at the request of Stichting Stedelijk Museum Breda. The service provider will, in this case, be required to provide this confirmation within fourteen days unless otherwise agreed in writing.

Article 4.5
If a written or spoken order of contract is placed by Stichting Stedelijk Museum Breda without a preceding quotation of the service provider, the agreement will be concluded once Stichting Stedelijk Museum Breda receives a signed order confirmation within 30 days of the submission of the order or contract or if the goods are delivered in accordance with the order within this period.

Article 4.6
Any specifications, drawings, models, instructions, inspection regulations and the like provided by Stichting Stedelijk Museum Breda for or prior to the performance of the agreement, whatever they are called and in whatever form they exist, will be part of the agreement unless agreed otherwise in writing.

Article 5:  Validity of prices

Article 5.1
The prices are fixed and not susceptible to changes unless the agreement indicates circumstances that may lead to price adjustments and the manner in which these adjustments will take place.

Article 5.2
The prices are in euros and do not include VAT.

Article 5.3
The prices include all costs associated with the performance of the obligations of the service provider, which means that it includes the costs of travel, transport, clearance, insurance, administration, packaging and training, as well as the documents, materials and the like listed in Article 7. Less or additional work will only be acknowledged by Stichting Stedelijk Museum Breda if agreed in writing.

Article 6:  Delivery

Article 6.1
The service provider will skilfully and adequately carry out the work and/or deliver the goods to the agreed location at the agreed time or within the agreed period in accordance with the agreed price and under the agreed conditions.

Article 6.2
If the work is not carried out at the agreed location at the agreed time or within the agreed period, the service provider will be in default without notice being required. In this case, he will be required to immediately notify Stichting Stedelijk Museum Breda.

Article 6.3
The service provider will carry out the work or deliver the goods with the submission of the mandatory and agreed inspection, testing, verification and warranty certificates, where applicable.

Article 7:  Quality of the work and warranty

Article 7.1
The service provider guarantees that the work and/or the goods meet the agreed requirements. The work will not comply with the agreement if its quality or performance is not as may be expected by Stedelijk Museum Breda based on the agreement. This also applies to delivered goods.

Article 7.2
Insofar as no detailed description has been given of the requirements of the work, they must at least be of good quality and comply with all relevant statutory provisions on quality, the environment, safety and health and meet the usual requirements of reliability, efficiency and finish. This also applies to delivered goods.

Article 7.3
The service provider guarantees that the work has been carried out completely and that the results are ready for use, where applicable. The service provider will also ensure that all components, auxiliary materials, accessories, tools, spare parts, instructions for use, instructions manuals, drawings and the like that are necessary for the performance of the agreement are supplied, even if they are not specifically mentioned. This also applies to delivered goods.

Article 7.4
If Stichting Stedelijk Museum Breda determines that the result of the provided services does not (fully or partially) comply with what the service provider has guaranteed in accordance with paragraphs 1 to 3 of this article, the service provider will be in default without further notice being required. This also applies to delivered goods, in which case a warranty will be invoked.

Article 7.5
Stichting Stedelijk Museum Breda can no longer rely on the fact that the performed work does not comply with the agreement if it has not notified the service provider of this within four weeks of discovering this. The statutory warranty period applies to delivered goods.

Article 7.6
The service provider is held to repair or replace any goods delivered during the performance of the services that no longer comply with the provisions of the first paragraph of this article but which the service provider has guaranteed in relation to this article within two years due to a cause not attributable to Stichting Stedelijk Museum Breda or third parties, everything without prejudice to the right of Stichting Stedelijk Museum Breda to claim additional compensation. In this case, the service provider is held to carry out the repairs or replacement within 10 business days, after which period the service provider will be in default without further notice being required. If this repair obligation is not properly met and/or not met within the period, as well as in urgent cases, Stichting Stedelijk Museum Breda will have the right to do all that is necessary, or to outsource this to third parties, for the risk and account of the service provider. The service provider will be informed of this as soon as possible. The statutory warranty period applies to delivered goods.

Article 7.7
If the delivery also consists of the provision of workers, this provision will comply with the statutory requirements. The workers will also comply with the agreed or, if no specific agreements have been made in this respect, general requirements on competence. The service provider guarantees the quality and integrity of any persons who are responsible for carrying out the agreement on behalf of the service provider. The agreed number of workers will always be available during the agreed period.

Article 7.8
The recovery period will be extended by the repair period insofar as the delivered goods cannot be used during this period. The warranty period of replaced goods will start again upon use.

Article 8:  Verification and inspection by Stichting Stedelijk Museum Breda

Article 8.1
Stichting Stedelijk Museum Breda will always have the right to verify and inspect the work performed by the service provider.

Article 8.2
The supplier will cooperate with the inspection at no additional cost. This also applies to any additional inspections and the like. The service provider will provide the necessary assistance and facilities for this.

Article 8.3
If the result of the work is fully or partially rejected during the inspection or verification, Stichting Stedelijk Museum Breda will immediately inform the service provider of this in writing. The service provider will carry out the repairs within ten business days. If the service provider fails to make use of this option or fails to properly carry out the delivery, he will be in default without further notice being required.

Article 8.4
If the performed work is found not to comply with the provisions of Article 7, regardless of the results of any inspection or verification, the provisions of paragraphs 3 and 5 of this article will apply.

Article 8.5
Stichting Stedelijk Museum Breda has the right to outsource the services to a third party for the risk and account of the service provider if after consultation with the service provider it cannot reasonably be assumed that the service provider is able or willing to carry out the repair or replacement in time. Stichting Stedelijk Museum Breda may refrain from this consultation based on urgent circumstances, such at the discretion of Stichting Stedelijk Museum Breda.

Article 8.6
If it is agreed that the verification or inspection will be carried out by an independent organisation, the results will be binding to the service provider and Stichting Stedelijk Museum Breda. This will apply mutatis mutandis in case of a subsequent inspection.

Article 8.7
Interim verifications or inspections, or lack thereof, will not constitute acceptance

Article 9:  Acceptance
The work will be considered to have been performed or delivered if Stichting Stedelijk Museum Breda accepts the results by means of a written notice sent to the service provider. Payment of the invoice will be considered acceptance in case of a delivery of goods.

Article 10:  Resources

Article 10.1
The materials, drawings, models, instructions, specifications, software, tools and other resources provided to the service provider by Stichting Stedelijk Museum Breda or purchased at the expense of Stichting Stedelijk Museum Breda which support the service provider in any way in relation to the services to be provided, will remain or become the property of Stichting Stedelijk Museum Breda at the moment of purchase or creation.

Article 10.2
The service provider is required to mark the resources referred to in the first paragraph as the demonstrable property of Stichting Stedelijk Museum Breda, to keep them in good condition, and to insure them at his expense against all risks for as long as he acts as the custodian of these resources for Stichting Stedelijk Museum Breda.

Article 10.3
The way these resources are used will be entirely at the risk of the service provider.

Article 10.4
The service provider will provide the resources to Stichting Stedelijk Museum Breda at its first request, but no later than the date of delivery of the goods to which the resources relate.

Article 10.5
The service provider may only use the resources for and in the context of the delivery to Stichting Stedelijk Museum Breda unless Stichting Stedelijk Museum Breda has given permission to the contrary.

Article 10.6
Modifications to or deviations from the resources provided or approved by Stichting Stedelijk Museum Breda are only allowed after the prior written permission of Stichting Stedelijk Museum Breda.

Article 11:  Information carriers and/or services belonging to the delivery

Article 11.1
Certificates, assembly instructions, maintenance and operating instructions, drawings or other documents or services such as the provision of training and all other services that are delivered or performed as part of the agreement will be part of the delivery.

Article 11.2
The service provider must ensure that all these items are in the possession of Stichting Stedelijk Museum Breda or have been performed on or before the time of the delivery as referred to in Article 6 unless explicitly agreed otherwise. The delivery will not be considered complete if one or more of these items or services are missing.

Article 12:  Amendments

Article 12.1
Stichting Stedelijk Museum Breda will always have the right to change the scope and/or the state of the work to be performed in consultation with the service provider. Changes will be agreed in writing.

Article 12.2
If the service provider believes that a change affects the agreed fixed price and/or delivery date, he will be required to inform Stichting Stedelijk Museum Breda in writing as soon as possible, before implementing this change but no later than within one week after receipt of the notice containing the desired change. The parties will consult if Stichting Stedelijk Museum Breda believes that these changes to the price and/or delivery date are unreasonable.

Article 12.3
The service provider may not make or implement changes without the written permission of Stichting Stedelijk Museum Breda.

Article 13:  Invoicing and payment

Article 13.1
The service provider will invoice and adequately specify any amounts payable by Stichting Stedelijk Museum Breda. Invoicing will take place after acceptance of the work. The parties may agree to pay the invoice in instalments.

Article 13.2
The service provider will send (an) invoice(s) to Stichting Stedelijk Museum Breda stating the date, quantity and type and any other information indicated by Stichting Stedelijk Museum Breda in writing.

Article 13.3
Stichting Stedelijk Museum Breda will pay any amounts owed by it based on the agreement within 30 days of receipt of the relevant invoice to the service provider if the services have been provided and/or the goods have been delivered and Stichting Stedelijk Museum Breda has accepted the result of the work.

Article 13.4
If Stichting Stedelijk Museum Breda has not paid the invoice in question before the expiry of the period referred to in the third paragraph of this article without a valid reason, it will by operation of law owe an annual interest on the amount due to the service provider equal to the statutory interest. The service provider will not be able to claim this interest if the invoice in question does not contain the information referred to in the second paragraph of this article.

Article 13.5
Stichting Stedelijk Museum Breda will always have the right to appoint a chartered accountant to verify the substantive accuracy of the submitted invoices. The service provider will give this chartered accountant access to its records and documents and provide all requested data and information. This verification will be confidential and not extend beyond what is required to verify the invoices. The chartered accountant will provide his report to both parties as soon as possible.

Article 13.6
Stichting Stedelijk Museum Breda has the right to suspend the payment during the period of the audit. Stichting Stedelijk Museum Breda will only make use of this right if it has reasonable doubts about the accuracy of the invoices in question and solely for the contested part of the invoice. The costs of the audit will be borne by Stichting Stedelijk Museum Breda unless the audit shows that the invoice was not entirely correct.

Article 13.7
The failure to comply with (a) payment period(s) by Stichting Stedelijk Museum Breda or the failure to pay (an) invoice(s) by Stichting Stedelijk Museum Breda based on the suspected substantive inaccuracy of this/these invoice(s) or the inadequacy of the invoiced work does not give the service provider the right to suspend or end its work, provided that the suspected inaccuracy or inadequacy is confirmed by Stichting Stedelijk Museum Breda in writing before the end of the payment period in question.

Article 14:  Liability

Article 14.1
The service provider is liable vis-à-vis Stichting Stedelijk Museum Breda for the direct and indirect damage suffered by Stichting Stedelijk Museum Breda in relation to the performance of the obligations arising from the agreement by the service provider, including damage resulting from the inadequacy of the delivered goods.

Article 14.2
The service provider is liable vis-à-vis Stichting Stedelijk Museum Breda for the direct and indirect damage suffered by Stichting Stedelijk Museum Breda in relation to an attributable failure in the performance of the obligations arising from the agreement.

Article 14.3
The service provider will indemnify Stichting Stedelijk Museum Breda against any claims from third parties, including staff of Stichting Stedelijk Museum Breda or third parties hired by it, in relation to the performance of the obligations arising from this agreement by the service provider, including damage as a result of the inadequacy of the delivered goods.


Article 15:  Insurances

Article 15.1
The service provider will take out and maintain adequate insurances for this liability as referred to in Article 14.

Article 15.2
The service provider will grant Stichting Stedelijk Museum Breda insight into the policy at its first request.

Article 16:  General obligation of Stichting Stedelijk Museum Breda 
Stichting Stedelijk Museum Breda is required to grant the service provider access to the locations where the work is being carried out in order to enable him to fulfil the obligations arising from this agreement.

Article 17:  General obligations of the service provider

Article 17.1
The service provider is required to immediately observe the instructions given by or on behalf of Stichting Stedelijk Museum Breda that relate to the performance of the agreement.

Article 17.2
The service provider is required to immediately observe the company safety instructions and all regulations that apply within Stichting Stedelijk Museum Breda.

Article 18: Industrial and intellectual property

Article 18.1
The service provider guarantees that the use by Stichting Stedelijk Museum Breda, including resale, of the goods delivered by the service provider or the resources purchased or manufactured for the benefit of Stichting Stedelijk Museum Breda, will not infringe on any intellectual property rights or other rights of third parties. Insofar as the goods and/or resources are subject to (intellectual property) rights of third parties, the service provider will ensure that Stichting Stedelijk Museum Breda will acquire the right to use them without incurring any additional costs besides the agreed purchase price. Stichting Stedelijk Museum Breda has the right to agree on a right of use directly with the third party/parties in question at the expense of the service provider.

Article 18.2
If it becomes clear that the use by Stichting Stedelijk Museum Breda as referred to in the first paragraph infringes or threatens to infringe on (intellectual property) rights of third parties, the service provider is required to:

a. Replace the goods or resources in question by equivalent goods that do not infringe on the rights of third parties;

b. Or obtain a right to use the goods or resources in question;

c. Or modify the goods or resources in question in such a way that the infringement ends.

Article 18.3
The service provider indemnifies the Stichting Stedelijk Museum Breda against any claims for compensation or penalties arising from any infringement on (intellectual property) rights of third parties and will compensate Stichting Stedelijk Museum for all damage resulting from any infringement.

Article 19:  Confidentiality
The service provider guarantees the confidentiality of all information which is in any way related to these general terms and conditions and all corresponding agreements and contracts. The service provider will not disclose anything in this respect without the prior written permission of Stichting Stedelijk Museum Breda.

Article 20:  Transfer of rights and obligations

Article 20.1
The service provider does not have the right to transfer the rights and obligations that arise from these general terms and conditions and the corresponding agreement to a third party without the written permission of Stichting Stedelijk Museum Breda.

Article 20.2
If the service provider wishes to make use of services of third parties for the performance of the agreement, he will only be entitled to do so after the prior written permission of Stichting Stedelijk Museum Breda. Permission granted by Stichting Stedelijk Museum Breda will not affect the responsibility and liability of the service provider for his compliance with the obligations under the agreement and tax and social security legislation.

Article 21:  Shortcoming

Article 21.1
The service provider will be in default without further notice being required in case of an attributable shortcoming.

Article 21.2
Without prejudice to the right to compensation and other legal rights arising from an attributable failure such as performance and dissolution, Stichting Stedelijk Museum Breda has the right to claim an immediately payable fine of 10% per day, starting on the day of default, with a maximum of 100% of the amount payable by Stichting Stedelijk Museum Breda for the delivery.

Article 21.3
The statutory interest on amounts paid in advance by Stichting Stedelijk Museum Breda will be settled with invoices due for the period of default.

Article 22:  Force majeure

Article 22.1
If one of the parties cannot (properly) fulfil its obligations under this agreement as a result of force majeure for a period of more than 14 days, the other party has the right to extrajudicially dissolve the agreement with immediate effect by means of registered letter without this resulting in any right to compensation.

Article 22.2
Force majeure does not include a lack of staff, illness of staff, strikes that are not caused by a national collective agreement conflict, defective vehicles, default of a hired third party, or liquidity or solvency problems by the service provider.

Article 23:  Order, safety and the environment
The service provider, his employees and any third parties hired by him are bound to statutory and municipal safety, health and environmental regulations. A copy of the municipal regulations, if present, will be provided by Stichting Stedelijk Museum Breda free of charge upon request.

Article 24:  Dissolution

Article 24.1
Stichting Stedelijk Museum Breda has the right to unilaterally dissolve the agreement with the service provider in full or in part without prior notice or judicial intervention being required, in the following circumstances:

  • among other things, the bankruptcy of the service provider, suspension of payment of the service provider, and in case of a shutdown, revocation of permits and the like, attachment levied on (part of) the company assets or goods intended for implementation of the agreement, liquidation or takeover or any comparable situation of the company of the service provider.
  • if the service provider or any of his employees or representatives offer or grant any benefits to a person who is part of Stichting Stedelijk Museum Breda or any of its employees or representatives.
  • In case of late or improper delivery or if the delivery is no longer possible or useful because of its nature or destination, such at the discretion of Stichting Stedelijk Museum Breda. This does not affect the right of Stichting Stedelijk Museum Breda to claim compensation for damage, costs and interest from the service provider.
  • The service provider is in default and this lasts for more than 10 business days.
  • The service provider has been or will be convicted of an offence which harms the professional morality by a judicial decision without prejudice, such at the discretion of Stichting Stedelijk Museum Breda.
  • The service provider has not met his obligations or fails to pay the social security contributions in accordance with national legislation.
  • The service provider has not met his obligations or fails to pay his taxes in accordance with national legislation.
  • The service provider has committed or is committing a serious error in the exercise of his profession, such at the discretion of Stichting Stedelijk Museum Breda.

Article 24.2
Dissolution will take place by means of registered letter or bailiff's writ sent to the service provider.

Article 24.3
The provisions of this article do not affect the right of Stichting Stedelijk Museum Breda to demand performance of the agreement or compensation for damage, costs and interest.

Article 25:  Disputes

Article 25.1
Disputes that arise from these general terms and conditions or the corresponding agreements will be settled by the competent court in Breda.

Article 25.2

A dispute will exist if one of the parties states this in a registered letter with substantiation.

Article 26:  Privacy policy
Careful use of personal data is of great importance to Stedelijk Museum Breda and all its affiliates. The privacy policy of Stichting Stedelijk Museum Breda describes how we treat personal data. Stichting Stedelijk Museum Breda always processes personal data in accordance with the General Data Protection Regulation (GDPR). The privacy policy is freely available at the front desk or through the website of the museum.

Article 27:  Visiting Stedelijk Museum Breda

The visiting conditions apply to any visit to the Stichting Stedelijk Museum Breda, regardless of the purpose of the visit. These are freely available at the front desk or through the website of the museum.

Article 28: Final provisions

Article 28.1
The general delivery and payment conditions of the service provider or other general or special conditions do not apply and are explicitly rejected.

Article 28.2
Communication between the parties based on the agreement concluded under these general terms and conditions will take place in writing.

Article 28.3
Verbal statements, promises or agreements have no legal effect if they have not been confirmed in writing.

Article 28.4
These general terms and conditions and any corresponding agreements are governed by Dutch law.

Thus adopted in Breda on 1 January 2017 by the Board of Stichting Stedelijk Museum Breda and revised on 30 July 2018.

Filed with the Chamber of Commerce with number 20135936.

The conditions are freely available for inspection at the front desk of Stichting Stedelijk Museum Breda and can be consulted on the website of the museum: www.stedelijkmuseumbreda.nl