Port-All B.V., Exportweg 11, 2645 ED Delfgauw
hereinafter referred to as: User
1. In these general terms and conditions, the following terms shall have the following meanings, unless expressly indicated otherwise.
User: the user of these general terms and conditions.
Client: the counterparty of the User.
Agreement: the agreement for the provision of services.
1. These terms and conditions apply to every offer, quotation and agreement between the User and a Client to which the User has declared these terms and conditions applicable, insofar as the parties have not expressly and in writing deviated from these terms and conditions.
2. These terms and conditions also apply to all agreements with the User for the performance of which third parties need to be engaged.
3. Any deviations from these general terms and conditions shall only be valid if they have been expressly agreed upon in writing.
4. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
5. If one or more provisions in these general terms and conditions are or become void, the remaining provisions of these general terms and conditions shall remain fully applicable. The User and the Client shall then consult with each other in order to agree on new provisions to replace the void provisions, whereby the purpose and intent of the original provision shall be observed to the extent possible.
1. All offers are without obligation, unless a term for acceptance has been specified in the offer.
2. Quotations made by the User are without obligation; they are valid for 30 days, unless otherwise indicated. The User is only bound by quotations if acceptance thereof is confirmed in writing by the counterparty within 30 days, unless otherwise indicated.
3. The prices stated in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including shipping and administrative costs, unless otherwise indicated.
4. If the acceptance deviates (on minor points) from the offer included in the quotation, the User shall not be bound by it. The agreement shall then not be concluded in accordance with such deviating acceptance, unless the User indicates otherwise.
5. A composite price quotation does not oblige the User to perform part of the assignment at a corresponding part of the stated price.
6. Offers or quotations do not automatically apply to future assignments.
1. The User shall perform the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
2. If and insofar as proper performance of the agreement so requires, the User has the right to have certain work performed by third parties.
3. The Client shall ensure that all data which the User indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the agreement, are provided to the User in a timely manner. If the data required for the performance of the agreement have not been provided to the User in a timely manner, the User has the right to suspend performance of the agreement and/or to charge the Client for the additional costs resulting from the delay at the customary rates.
4. The User is not liable for damage of any kind arising from the User having relied on incorrect and/or incomplete data provided by the Client, unless such inaccuracy or incompleteness should have been known to the User.
5. If it has been agreed that the agreement shall be performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
6. If work is performed by the User or by third parties engaged by the User at the Client's location or a location designated by the Client in the context of the assignment, the Client shall provide free of charge the facilities reasonably required by those employees.
7. The Client shall indemnify the User against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the Client.
1. If during the performance of the agreement it appears that proper performance requires the work to be amended or supplemented, the parties shall adjust the agreement accordingly in a timely manner and by mutual consultation.
2. If the parties agree that the agreement is to be amended or supplemented, the time of completion of the performance may be affected. The User shall inform the Client of this as soon as possible.
3. If the amendment or supplement to the agreement will have financial and/or qualitative consequences, the User shall inform the Client thereof in advance.
4. If a fixed fee has been agreed, the User shall indicate to what extent the amendment or supplement to the agreement will result in an excess of this fee.
5. Contrary to paragraph 3, the User shall not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to the User.
1. The agreement between the User and a Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly and in writing agree otherwise.
2. If a term has been agreed within the duration of the agreement for the completion of certain work, this shall never be a strict deadline. In the event of exceeding the performance period, the Client must therefore give the User written notice of default.
1. The parties may agree on a fixed fee when entering into the agreement.
2. If no fixed fee is agreed, the fee shall be determined on the basis of hours actually spent. The fee shall be calculated according to the User's customary hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed.
3. The fee and any cost estimates are exclusive of VAT.
4. For assignments, the costs due may be invoiced periodically.
5. If the User and the Client agree on a fixed fee or hourly rate, the User is nevertheless entitled to increase this fee or rate.
6. Furthermore, the User is entitled to pass on price increases if, between the time of the offer and delivery, rates regarding e.g. wages have increased.
7. Moreover, the User may increase the fee if, during the performance of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated at the time of entering into the agreement to such an extent, and this is not attributable to the User, that the User cannot reasonably be expected to perform the agreed work at the originally agreed fee. The User shall inform the Client of the intention to increase the fee or rate. The User shall state the extent of and the date on which the increase will take effect.
1. Payment must be made within 14 days of the invoice date, in a manner to be indicated by the User and in the currency in which the invoice was issued. Objections to the amount of invoices do not suspend the payment obligation.
2. If the Client fails to pay within the 14-day period, the Client shall be in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due shall be calculated from the moment the Client is in default until the moment of payment of the full amount.
3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the User's claims against the Client shall be immediately due and payable.
4. The User has the right to apply payments made by the Client first to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest. The User may, without thereby being in default, refuse an offer of payment if the Client designates a different order of allocation. The User may refuse full repayment of the principal sum if accrued and current interest as well as costs are not also paid.
1. All items delivered by the User, including but not limited to designs, sketches, drawings, films, software, (electronic) files, etc., shall remain the property of the User until the Client has fulfilled all obligations under all agreements concluded with the User.
2. The Client is not authorised to pledge the items subject to retention of title or to encumber them in any other way.
3. If third parties seize items delivered subject to retention of title or wish to establish or assert rights thereon, the Client is obliged to inform the User as quickly as can reasonably be expected.
4. The Client undertakes to insure and keep insured the items delivered subject to retention of title against fire, explosion and water damage as well as theft, and to make the policy of this insurance available for inspection on first request.
5. Items delivered by the User which fall under the retention of title pursuant to paragraph 1 of this article may only be resold in the course of normal business operations and may never be used as a means of payment.
6. In the event that the User wishes to exercise its property rights as referred to in this article, the Client hereby gives unconditional and irrevocable consent to the User or third parties to be designated by the User to enter all places where the User's property is located and to take back those items.
1. If the Client is in default or in breach of one or more of its obligations, all reasonable costs of obtaining satisfaction out of court shall be borne by the Client. If the Client fails to make timely payment of a sum of money, the Client shall forfeit an immediately payable penalty of 15% of the amount still owed, with a minimum of € 50.00.
2. If the User has incurred higher costs which were reasonably necessary, these shall also be eligible for reimbursement.
3. Any reasonable judicial and enforcement costs incurred shall also be borne by the Client.
4. The Client shall owe interest on the collection costs incurred.
1. Complaints about the work performed must be reported in writing to the User by the Client within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description of the shortcoming as possible, so that the User is able to respond adequately.
2. If a complaint is justified, the User shall perform the work as agreed, unless this has demonstrably become meaningless for the Client in the meantime. The latter must be communicated in writing by the Client.
3. If subsequent performance of the agreed work is no longer possible or meaningful, the User shall only be liable within the limits of Article 15.
1. Both parties may terminate the agreement in writing at any time.
2. If the agreement is terminated prematurely by the Client, the User is entitled to compensation for the resulting and demonstrable loss of capacity utilisation, unless there are facts and circumstances underlying the termination that are attributable to the User. Furthermore, the Client shall then be obliged to pay the invoices for work performed up to that point. The provisional results of the work performed up to that point shall then also be made available to the Client subject to reservation.
3. If the agreement is terminated prematurely by the User, the User shall, in consultation with the Client, arrange for the transfer of work still to be performed to third parties, unless there are facts and circumstances underlying the termination that are attributable to the Client.
4. If the transfer of work entails additional costs for the User, these shall be charged to the Client.
1. The User is authorised to suspend the fulfilment of obligations or to dissolve the agreement if:
2. Furthermore, the User is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, the User's claims against the Client shall be immediately due and payable. If the User suspends fulfilment of its obligations, it retains its claims under the law and the agreement.
4. The User always retains the right to claim damages.
1. If the User has made items available to the Client in the performance of the agreement, the Client is obliged to return the delivered items within 14 days in their original condition, free of defects and complete. If the Client fails to fulfil this obligation, all resulting costs shall be borne by the Client.
2. If the Client, for whatever reason, after having been given notice to that effect, still fails to fulfil the obligation referred to in paragraph 1, the User has the right to recover the resulting damage and costs, including the costs of replacement, from the Client.
1. If the User should be liable, such liability shall be limited to what is provided for in this provision.
2. If the User is liable for direct damage, such liability shall be limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates. Liability shall at all times be limited to a maximum of the amount to be paid out by the User's insurer in the case in question.
3. Contrary to what is provided in paragraph 2 of this article, in the case of an assignment with a duration longer than six months, liability shall be further limited to the fee portion owed over the last six months.
4. Direct damage shall exclusively mean:
5. The User is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
6. The limitations of liability for direct damage included in these terms and conditions shall not apply if the damage is due to intent or gross negligence on the part of the User or its subordinates.
1. The Client indemnifies the User against claims by third parties with respect to intellectual property rights on materials or data provided by the Client that are used in the performance of the agreement.
2. If the Client provides information carriers, electronic files or software etc. to the User, the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
1. The risk of loss or damage to the items that are the subject of the agreement shall transfer to the Client at the moment they are legally and/or actually delivered to the Client and thus placed in the control of the Client or of a third party designated by the Client.
1. The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account by virtue of the law, a legal act or generally accepted views.
2. Force majeure in these general terms and conditions shall be understood to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the User cannot exercise influence, but as a result of which the User is unable to fulfil its obligations. Strikes within the User's business are included.
3. The User also has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after the User should have fulfilled its obligations.
4. During the period that the force majeure continues, the parties may suspend the obligations under the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
5. Insofar as the User has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfil them, and independent value can be attributed to the part fulfilled or to be fulfilled, the User is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
1. Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source in the context of their agreement. Information shall be considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
2. If, on the basis of a statutory provision or a court order, the User is required to disclose confidential information to third parties designated by law or by a competent court, and the User cannot invoke a statutory right or a right of non-disclosure recognised or permitted by a competent court, the User shall not be liable for compensation or damages and the counterparty shall not be entitled to dissolve the agreement on the basis of any damage resulting therefrom.
1. Without prejudice to the other provisions of these general terms and conditions, the User reserves the rights and powers to which the User is entitled under the Copyright Act.
2. All documents provided by the User, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended exclusively for use by the Client and may not be reproduced, made public, or brought to the attention of third parties by the Client without the prior consent of the User, unless the nature of the documents provided dictates otherwise.
3. The User retains the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is brought to the attention of third parties.
1. If a sample or model has been shown or provided to the Client, it is presumed to have been provided merely as an indication, unless it is expressly agreed that the product to be delivered shall conform to it.
2. In the case of an assignment concerning immovable property, the mention of the surface area or other dimensions and indications is likewise presumed to be intended merely as an indication, without the product to be delivered having to conform to it.
1. During the term of the agreement and for one year after its termination, the Client shall not, in any manner whatsoever, except after proper business consultation with the User, employ or otherwise, directly or indirectly, engage employees of the User or of companies engaged by the User in the performance of this agreement who are or have been involved in the performance of the agreement.
1. The court in the User's place of establishment shall have exclusive jurisdiction to hear disputes, unless the sub-district court has jurisdiction. Nevertheless, the User has the right to submit the dispute to the court having jurisdiction by law.
2. The parties shall only resort to the court after they have made every effort to settle a dispute by mutual consultation.
1. Dutch law shall apply to every agreement between the User and the Client.
1. In the event of interpretation of the content and purport of these general terms and conditions, the Dutch text shall always be decisive.
2. The most recently published version, or the version that was in effect at the time of entering into the agreement, shall always apply.
March 2026
Work smarter
not harder
