GENERAL TERMS AND CONDITIONS AVIVIA B.V. Version: 12 October 2016
Having its registered office at Van Leeuwenhoekweg 12, 5482 TK Schijndel,
Registered with Chamber of Commerce under number 17182870.
Article 1. General
1. These terms and conditions apply to any offer, quote and agreement concluded by Avivia B.V. and a Client and in respect of
which Avivia B.V. has declared these terms and conditions applicable insofar as these terms and conditions have not been
explicitly deviated from by the parties.
2. The current terms and conditions also apply to all agreements concluded with Avivia B.V., the performance of which
requires Avivia B.V. to engage third parties.
3. These general terms and conditions have also been documented for the employees of Avivia B.V. and its management.
4. The applicability of any purchase or other terms and conditions of the Client are explicitly rejected.
5. If one or more provisions of these general terms and conditions are declared fully or partially nullified or removed at any
time, then that stated in the remainder of these general terms and conditions remains applicable in full. In that case, Avivia
B.V. and the Client will meet in order to agree new provisions to replace the nullified or removed provisions, whereby the
aim and intent of the original provisions are followed to the extent possible.
6. If the intention of one or more provisions of these general terms and conditions is unclear, then it must be clarified within
the meaning of the spirit of these provisions.
7. If a situation occurs between the parties that is not provided for in these general terms and conditions, then this situation
must be assessed in the spirit of these general terms and conditions.
8. If Avivia B.V. does not always demand the strict compliance with these terms and conditions, this does not mean that the
provisions thereof do not apply or that Avivia B.V. would in any way lose the right to demand the strict compliance with the
provisions of these terms and conditions in other cases.
Article 2. Quotes and offers
1. All quotes and offers made by Avivia B.V. are free of obligation unless the quote states a period of acceptance. If no
acceptance period has been determined, no rights can be derived from the quote or offer if the product to which the quote
or the offer relates has in the meantime become unavailable.
2. Avivia B.V. is not obliged to honour its quotes or offers if the Client can reasonably understand that the quotes or offers, or
a part thereof, contain an apparent mistake or typo.
3. The prices listed in a quote or offer are excluding VAT and other government levies, costs to be incurred in the performance
of the agreement, such as travel and accommodation, postage and administrative costs, unless otherwise is stated.
4. If the acceptance (whether or not on minor points) deviates from the offer stated in the quote or offer, then Avivia B.V. shall
not be bound by it. The agreement will in that case not be concluded pursuant to this deviating acceptance, unless Avivia B.V. states otherwise.
5. A composite price quote does not oblige Avivia B.V. to perform a part of the assignment for a corresponding part of the
price quoted. Offers and quotes do not automatically apply to future orders.
Article 3. Contract duration
The agreement between Avivia B.V. and the Client is entered into for an indefinite period unless otherwise follows from the
nature of the agreement or if the parties have explicitly agreed otherwise in writing.
Article 4. Performance of the agreement
1. If a period is agreed or indicated for the performance of certain activities or delivery of certain items, then this never
constitutes a final deadline. If a period is exceeded, the Client is therefore required to send Avivia B.V. a written notice of
default. As such, Avivia B.V. must be offered a reasonable period during which it can still perform the agreement.
2. Avivia B.V. will perform the agreement to the best of its understanding and capability pursuant to the requirements of
sound business practises on the basis of the scientific knowledge as it is known at that time.
3. Avivia B.V. is authorised to have certain activities performed by third parties. The applicability of article 7:404, 7:407
subsection 2 and 7:409 Dutch Civil Code is explicitly excluded.
4. If Avivia B.V. or third parties engaged by Avivia B.V. perform activities for the assignment at the location of the client or at a
location indicated by the client, then the Client will ensure that those employees are provided the facilities it reasonably
required, at no additional cost.
5. Avivia B.V. is entitled to perform the agreement in different phases and to invoice the individual parts performed separately.
6. If the agreement is performed in phases, Avivia B.V. can suspend the performance of those parts that belong to the next
phase, until the Client has approved the results of the preceding phase in writing.
7. The Client will ensure that all the information indicated by Avivia B.V. as being necessary or of which the Client should
reasonably understand that these are necessary for the performance of the agreement, are made available to Avivia B.V. in
a timely fashion. If the information required for the performance of the agreement is not made available to Avivia B.V. in
timely fashion, Avivia B.V. is authorised to suspend the performance of the agreement and/or to invoice the Client for any
additional costs incurred as a result of the delay in accordance with the normal rates as they apply at that time. The
performance period only commences the moment the Client has made the information available to Avivia B.V. Avivia B.V. is
not liable for damage of any nature resulting from Avivia B.V. working on the basis of incorrect and/or incomplete
information provided by the Client.
8. If the Client is in default in the correct compliance with the obligations it holds in respect of Avivia B.V., then the Client is
liable for all the damages incurred by Avivia B.V. as a direct or indirect result thereof.
Article 5. Changes of and addition to the agreement
1. If, during the performance of the agreement, it becomes apparent that the agreement needs to be changed or added to in
order for it to be performed correctly, the parties will change the agreement in a timely fashion and in mutual consultation.
If the nature, scope or content of the agreement has been changed, upon request or instruction of the Client, the
competent authorities or otherwise, thereby changing the quality and/or quantity of the agreement, this could have
consequences for the original agreement. This could also lead to an increase or decrease of the price originally agreed upon.
If possible, Avivia B.V. will provide an estimate in advance. A change to the agreement can also result in the change in the
original performance duration of the agreement. The Client accepts the possibility that the agreement may be changed,
including changes in price and the performance period.
2. If the agreement is amended, including any addition thereto, then Avivia B.V. is authorised to perform this first upon the
approval thereto by an authorised representative of Avivia B.V. and the Client has agreed with the price quotes and other
conditions, including the moment of performance to be determined at that time. Not performing the (amended) agreement
(in time) does not result in a default of Avivia B.V. and does not constitute grounds for the Client to dissolve or cancel the
3. Without being in default, Avivia B.V. can refuse a request for the amendment of the agreement, if this would affect the
quality or quantity of, for example, the activities to be performed or of the goods to be delivered in that respect.
Article 6. Fees and price increases
1. If Avivia B.V. agrees a fixed price with the Client, then Avivia B.V. is nevertheless entitled to increase this fee or price at any
time, without the Client being entitled to dissolve the agreement for that reason, if the increased price results from an
authority or obligation resulting from regulations or legislation or is caused by the increased price of the raw materials,
wages etc. or on other grounds that could not reasonably be expected upon entering into the agreement.
2. If the increase in price resulting from a change of the agreement exceeds 10% and takes place within three months after
concluding the agreement, then the Client is the only party entitled to invoke title 5 section 3 of Book 6 Dutch Civil Code and
dissolve the agreement by way of a written statement, unless Avivia B.V. is still prepared to perform the agreement on the
basis of that originally agreed upon, or if the increase in price results from an authority or a legal obligation of Avivia B.V.; if
it has been agreed that the delivery will take place after more than three months after the agreement was concluded; or
upon delivery of an item, if it has been agreed that the delivery will take place later than three months after the purchase.
Article 7. Suspension, dissolution and (intermediate) termination of the agreement
1. Avivia B.V. is authorised to suspend the performance of the agreement or dissolve the agreement effective immediately, if
the Client fails to meet the obligations of the agreement fully or fails to meet them in time, or if Avivia B.V. has learned after
having concluded the agreement that there are circumstances that provide good grounds to fear that the Client will not
meet its obligations.
2. Avivia B.V. is also authorised to dissolve the agreement if the circumstances arise that are of such a nature that the
compliance with the agreement is impossible or if other circumstances occur that of such a nature that maintaining the
unchanged agreement cannot reasonably be demanded from Avivia B.V.
3. If the agreement is dissolved, the claims Avivia B.V. holds on the Client are payable immediately. If Avivia B.V. suspends the
compliance with the obligations, then it retains its legal claims under the law and the agreement.
4. If Avivia B.V. proceeds to suspend or dissolve the agreement, it is not obliged in any way to pay damages or costs resulting
thereof in any way.
5. If the dissolution of the agreement is attributable to the Client, Avivia B.V. is entitled to payment of damages, including
direct and indirect costs resulting thereof.
6. If the client fails to meet the obligations resulting from the agreement and this non-compliance justifies a dissolution of the
agreement, then Avivia B.V. is entitled to immediately dissolve the agreement, effective immediately, without being obliged
to payment of any damages or compensation, while the client does have to pay damages or compensation as a result of the
7. If the agreement is intermediately terminated by Avivia B.V., Avivia B.V. will consult with the Client to ensure the activities
to be performed are transferred to a third party. This does not apply if the termination is attributable to the Client. If the
transfer of the activities involves additional costs for Avivia B.V., then these will be recharged to the Client. The Client must
pay these costs within the period stipulated, unless Avivia B.V. states otherwise.
8. In the event of a liquidation, a (requested) suspension of payment or bankruptcy, retention – if and insofar as the retention
has not been lifted within three months – of the Client, or refinancing of debt or any other circumstance as a result of which
the Client is unable to freely dispose of its assets, then Avivia B.V. is free to immediately terminate the agreement, effective
immediately, or to cancel the order or the agreement, without being obliged to pay any damages or compensation. In that
case, the claims Avivia B.V. holds on the Client are payable immediately.
9. Both parties are authorised to terminate the agreement for an indefinite period with due observance of a reasonable notice
Article 8. Force Majeure
1. Avivia B.V. is not obliged to meet any obligation it has in respect of the Client, if it is prevented from doing so due to a
circumstance that is not attributable to a fault which cannot be attributed to Avivia B.V. pursuant to the law, a legal act or
generally prevailing opinion.
2. Force majeure is defined in these general terms and conditions as that stated in this respect in legislation and case law plus
any additional causes, foreseen or unforeseen, over which Avivia B.V. has no power of control, but that do cause the
inability of Avivia B.V. to meet his obligations. This includes strikes in the business of Avivia B.V. or of third parties. Avivia
B.V. is also authorised to invoke a force majeure if the circumstance hindering the compliance with the agreement,
commences after Avivia B.V. was supposed to comply with the agreement.
3. Avivia B.V. can suspend the obligations of the agreement for the duration of the force majeure. If this period lasts longer
than two months, each party is entitled to dissolve the agreement, without obligation to payment of damages to the other
4. Insofar as Avivia B.V. did meet part of its obligations of the agreement at the moment the force majeure commenced or
expects to be able to meet these, and a separate value can be attributed to that part, then Avivia B.V. is authorised to
separately invoice the part that it has completed or expects to complete. The Client must pay this invoice as if it were a
Article 9. Invoicing
The invoicing takes place after the Client has approved the intermediate or final report. If the Client has not responded to the
intermediate or final report within 14 days of sending thereof, this is regarded by Avivia B.V. as an approval and invoicing will
Article 10. Payment and late payment costs
1. The invoice must be always be paid within 14 days of the date of invoice, in the currency stated by Avivia B.V. in its invoice,
unless Avivia B.V. states otherwise in writing. Avivia B.V. is entitled to send periodic invoices.
2. After the lapsing of the agreed payment period the Client is legally in default without requiring a further notice of default.
3. From that moment on, the Client must pay an interest of 1% per month on the payable amount, unless the statutory
interest is higher, in which case the statutory interest will apply. All legal and extrajudicial costs incurred by Avivia B.V. in
order to receive payment – legal or otherwise – will be payable by the Client from that moment on. In that case the Client
must pay a fee of at least 15% of the outstanding amount, whereby a minimum of EUR 150 applies. If the costs incurred by
Avivia B.V. now and in thefuture exceed this amount, then these are also payable.
4. The Client is never entitled to settlement of the sums it owes Avivia B.V. Objections against the height of an invoice do not
suspend the payment obligation. The Client that is unable to invoke section 6.5.3 (articles 231 up to and including 247 book
6 Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.
Article 11. Complaints, lapsing period
1. Complaints with regard to activities performed must be submitted to Avivia B.V. in writing no later than within 30 days after
the performance of the activities to which the complaint refers.
2. If the Client reports a complaint in time that does not relieve him from his payment obligation.
3. If it is established that the activities have not been carried out satisfactory and a complaint has been filed in this respect on
time, then Avivia B.V., at Avivia B.V.’s discretion, will ensure a satisfactory performance of the activities within a reasonable
period or pay a replacement fee in this respect to the Client.
4. If it becomes clear that a complaint is unfounded, then the costs incurred, including research costs at the side of Avivia B.V.,
are fully payable by the Client.
5. In deviation of the legal limitation periods, the limitation period of all claims and defences against Avivia B.V. and the third
parties engaged by Avivia B.V. for the performance of an agreement, amounts to one year.
Article 12. Liability
1. If Avivia B.V. should be liable, this liability is limited to that stated in this provision.
2. Avivia B.V. is not liable for damage of any nature, arising as a result of Avivia B.V. working on the basis of incorrect and/or
incomplete information provided by the Client.
3. If Avivia B.V. is liable for damage, then that liability is limited to payment of direct damage and to no more than the
maximum amount paid out in this respect by the insurer of Avivia B.V. If the insurer does not pay out, then the liability of
Avivia B.V. is limited to the payment of direct damages for up to no more than twice the invoiced amount of the agreement,
at least the part of the agreement to which the liability relates. Agreements with a duration of 6 months and longer are
subject to a further limitation of the liability of Avivia B.V. to no more than twice the invoiced amounts invoiced by Avivia
B.V. to the Client in the last six (6) months preceding the arising of the damage.
4. Avivia B.V. is never liable for indirect damage, including but not limited to personal injury, loss of profit, lost savings,
damage due to business interruption and damage as a result of imposed penalties due to the failure to meet delivery
5. The limitations of the liability included in this article do not apply when the damage can be attributed to intent or gross
negligence of Avivia B.V. or its managing subordinates.
Article 13. Indemnification
The Client indemnifies Avivia B.V. against any claims of third parties that suffer damages in relation to the performance of the
agreement and the cause of which cannot be attributed to Avivia B.V. If Avivia B.V. were to be held liable for damages by third
parties in this respect, then the Client must assist Avivia B.V. in extra judicial and legal proceedings and must immediately do
everything that may be expected of him in such an event. If the Client fails to take adequate measures, Avivia B.V. is entitled,
without requiring a notice of default, to do so himself. All the costs incurred and damages suffered by Avivia B.V. and third
parties as a result thereof are for the full account and risk of the Client.
Article 14. Lapsing
Each form of liability of Avivia B.V. lapses by the passing of one (1) year after the moment the activities were performed.
Article 15. Intellectual property
Avivia B.V. retains the rights and authorities attributed to him on the basis of the Copyright Act and other intellectual property
regulations and legislation. Avivia B.V. is entitled to use the knowledge gained during the performance of an agreement for
other purposes, insofar the contractor does not inform third parties of any strictly confidential information of the Client.
Article 16. Applicable law and disputes
1. All the legal relations to which Avivia B.V. is a party are exclusively subject to Dutch law, even if an agreement is fully or
partially performed abroad or if the party involved in the legal relation resides abroad.
2. Any disputes arising from this agreement are brought before the court in the place where Avivia B.V. resides, unless
imperative law prescribes otherwise. However, Avivia B.V. is entitled to bring the dispute before the court that is competent
3. The parties will first do their utmost to resolve disputes amicably. Any dispute that cannot be resolved by the parties will be
brought before the courts.
Article 17. Location and amendment terms and conditions
1. These terms and conditions have been filed with the Chamber of Commerce.
2. The latest version filed is always applicable.
3. Avivia B.V. retains the right to unilaterally change the general terms and conditions. These changes will only take effect after
the Client has been made aware of them in writing or by email.
4. The Dutch version of the general terms and conditions takes precedence over any other versions.