1. General provisions
1.1. These terms and conditions apply to all legal relationships with Vanderkamp, including all rental, consultancy, maintenance and contracted work relating to pumps, installations and related equipment supplied by Vanderkamp.
1.2. If the terms and conditions have been applied to one or more legal relationships with Vanderkamp, they will automatically - without the need for a separate agreement between the parties - apply to any subsequent legal relationship(s), unless expressly agreed otherwise in writing between the parties.
1.3. If translations of these terms and conditions have been published, the Dutch language version shall take precedence over the version in any other language.
1.4. In these terms and conditions, the following terms are set out in capitalised form and shall have the following meanings, except when, and to the extent that, they are expressly defined differently:
A. Current value: the market value of the rented item on a given day.
B. Defect: a defect in the rented item for which Vanderkamp is responsible and that occurred before or during the rental period, as a result of which the rented item is not working properly.
C. Quotation: the written offer made by Vanderkamp to the renter or client.
D. Assignment: the assignment, order or booking made with Vanderkamp, either in writing or verbally, by a renter or a client; and
E. Assignment confirmation: the written acceptance by Vanderkamp of an Assignment from a renter or client.
F. Agreement: the (rental) agreement between Vanderkamp and the renter or client.
G. Written: by means of a document on paper or by email.
H. Vanderkamp:
i. the private limited company Handelsmij Van der Kamp B.V., also trading under the name Vanderkamp Pompen, registered in the Commercial Register under number 05049687; and
ii. the private limited company Van der Kamp Service B.V., registered in the Commercial Register under number 68409826; and
iii. the private limited company Vanderkamp Group B.V. registered in the Commercial Register under number 05050454.
2. Specific applications of sections
2.1. Section A applies to all legal relationships between a renter or client and Vanderkamp.
2.2. Section B applies to all rental agreements concluded between Vanderkamp (as a rental company) and a renter.
2.3. Section C applies to all agreements entered into between Vanderkamp and a client on the basis of which Vanderkamp provides advice on (the installation of) pump or other installations, or designs, engineers and/or installs these or has them installed, whether or not in conjunction with the client.
2.4. Section D applies to all agreements entered into between Vanderkamp and a client which (also) entail that Vanderkamp will perform maintenance on (pumping) installations, whether or not in conjunction with the client.
2.5. In the event that an agreement entered into is deemed to be a mixed agreement, the provisions of Sections B, C and D shall apply in parallel insofar as practicable.
2.6. If the content of the General Provisions (Section A) is in conflict with the provisions of the Specific Sections (Sections B, C and/or D), the provisions of the Specific Sections shall take precedence over the General Provisions.
A. General provisions
3. Conclusion of the Agreement, period and price
3.1. An Agreement is concluded by the Assignment Confirmation or the written acceptance of the Quotation by the renter or client. The Assignment Confirmation or written acceptance of the Quotation is deemed to set out the contents of the Agreement correctly and in full. In the event of differences between the Agreement and these terms and conditions, the Agreement shall take precedence.
3.2. An Agreement will also be deemed to have been concluded if Vanderkamp performs an Assignment with the (tacit) consent of the client.
3.3. The Agreement will be concluded at the agreed price or, if no price has been agreed, at the usual prices charged by Vanderkamp at the time of the conclusion of the Agreement for the hired equipment or for its consultancy, maintenance or implementation services. All prices are exclusive of VAT.
3.4. Vanderkamp is entitled to revise prices once every 12 months during the term of the Agreement on the basis of the producer price index figures (PPI Industrial Machinery Manufacturing).
4. Payment, provision of security
4.1. Vanderkamp is entitled to send an invoice for each two-week period of the Agreement. Payment must be made within 30 days of the invoice date. This is a strict deadline, so that the renter or client will be in default without any further notice of default being required if the payment deadline is exceeded.
4.2. The renter or client is not entitled to offset any (alleged) counterclaims and/or to suspend payment on the grounds of any (alleged) default or liability on the part of Vanderkamp.
4.3. In the event of overdue payment, the renter or client shall owe the statutory commercial interest, the extrajudicial collection costs based on 10% of the unpaid amount, or the actual judicial collection costs incurred if these exceed 10% of the unpaid amount.
4.4. Vanderkamp always has the right to charge advance payments or require security for what the renter or client owes and/or will owe pursuant to the Agreement.
4.5. If the renter or client defaults on one or more of its payment obligations, all other claims of Vanderkamp will become immediately and due and payable in full.
5. Suspension and premature termination
5.1. If the renter or client fails to fulfil its contractual obligations, or fails to do so on time or inadequately, Vanderkamp has the right to suspend its obligations.
5.2. If the renter or client is in default, files for bankruptcy or (temporary) suspension of payment, is declared bankrupt or an executory attachment is levied on assets of the renter or client, Vanderkamp has the right to dissolve the Agreement extrajudicially, without prejudice to its right to compensation for damages.
6. Force majeure
6.1. During the period of force majeure on the part of Vanderkamp, Vanderkamp's obligations will be suspended. If the period during which Vanderkamp is unable to perform its obligations due to force majeure lasts longer than two (2) weeks, both parties will be entitled to dissolve the Agreement without judicial intervention, without Vanderkamp being liable to pay any compensation.
6.2. If Vanderkamp has already fulfilled part of its obligations at the time of the occurrence of force majeure, the renter or client will be liable for payment of the agreed fee for that part.
6.3. Force majeure within the meaning of this Article shall in any event be understood to mean: an impediment to performance due to circumstances which were unforeseeable at the time of the conclusion of the Agreement and which are beyond the control of Vanderkamp. Such circum-stances shall also include the failure of subcontractors or suppliers of Vanderkamp to fulfil their obligations or the failure to do so on time, fire, (excessive) water levels, extreme weather conditions, strikes, road blockades, work stoppages, interruptions in the supply of fuel or electricity and, furthermore, all unforeseeable and unexpected sudden defects in the hired equipment or auxiliary equipment or installations.
7. Insurance
7.1. If the Agreement (also) includes the creation of an object or a work, the client must ensure that adequate CAR insurance is taken out, which also covers any damage suffered by Vanderkamp and/or its subcontractors.
7.2. The deductible applicable to the CAR insurance shall be borne by the client, as shall all damage and/or claims not covered by the CAR insurance, for which the client is liable under this Agreement.
7.3. The renter or client is moreover required to take out adequate third-party insurance with a minimum cover of EUR 2,500,000 (€2.5 million) for the whole term of the Agreement, the policy of which must be submitted to Vanderkamp for perusal upon first request.
8. Liability of Vanderkamp
8.1. Any liability on the part of Vanderkamp is expressly limited to direct damage to business and personal injury to persons or property of the renter or client, unless the damage was caused by wilful intent or gross negligence on the part of Vanderkamp.
8.2. Furthermore, any liability on the part of Vanderkamp shall be limited to the amount paid out by the (liability) insurance of Vanderkamp in the case in question.
8.3. If and insofar as no payment is made under the terms of Vanderkamp's insurance policy or if Vanderkamp cannot claim a limitation of liability as referred to in the previous paragraph, any liability shall be limited to an amount of EUR 100,000.
8.4. Any liability on the part of Vanderkamp for other consequential or other damage and financial losses, however referred to, including loss of turnover and profit, damage to goods in the care of the insured party (but not belonging to the insured party), damage caused by delays, dam-age caused by stoppages and damage resulting from inaccurate, incomplete or unreliable in-formation provided by or on behalf of the renter or client, is expressly excluded.
8.5. If Vanderkamp culpably fails in the performance of the Assignment to provide advice on (the construction of) (pump) installations or in the design and/or construction or commissioning of (pump) installations, whether or not together with the client, Vanderkamp will only be liable for compensation for damages comprising the necessary costs of adapting the design and the costs of remedying defects in the (pump) installations caused thereby. This shall never include costs that would have been incurred if the Agreement had been properly executed from the outset ("standard costs").
8.6. Vanderkamp shall never be liable for any damage suffered by the renter as a result of the (temporary) defective functioning of the hired equipment, which (temporary) defective functioning was caused by the (temporary) defective functioning of (auxiliary) equipment or (auxiliary) installations which are indispensable for the functioning of the hired equipment, if this (auxiliary) equipment or (auxiliary) installations were obtained by the renter themselves or by Vanderkamp from third parties. Vanderkamp shall assign its claims against these third parties to the renter on first demand, so that the renter can attempt to collect these themselves.
8.7. Any legal claim on the grounds of an attributable shortcoming on the part of Vanderkamp will lapse if the renter or client does not submit a written, substantiated claim to Vanderkamp with-in two (2) weeks after they have discovered or should, within reason, have discovered the shortcoming.
8.8. Any claim by the renter or client against Vanderkamp shall be subject to a limitation period of twelve (12) months from the date on which the claim arose.
9. Obligations of the renter and the client
9.1. The renter or client is under an obligation to keep all Vanderkamp data confidential, insofar as these data are known to the client or renter to be confidential or insofar as the client or renter can or should reasonably know that these data are confidential. If and insofar as the Parties have concluded a confidentiality agreement, the provisions of this confidentiality agreement shall remain in full force and effect unless otherwise agreed in writing. In the event of any conflict between the provisions of the confidentiality agreement and these Terms and Conditions, the provisions of the confidentiality agreement shall take precedence.
9.2. The renter or client is responsible for both the timely provision and the accuracy of the information, details and decisions provided by or on behalf of them to Vanderkamp which are necessary for the proper performance of the Agreement.
9.3. The renter or client indemnifies Vanderkamp against claims by third parties related to the rental, consultancy, implementation and maintenance work carried out under the terms of the Agreement with Vanderkamp.
9.4. The renter or client is obliged to notify Vanderkamp immediately in writing if any documentation relating to the Agreement contains an omission or an error, or if certain governmental or other regulations have not yet been taken into account, and/or if there are possible contradictions in the aforementioned documentation.
10. Delay and termination of the Agreement
10.1. If the performance of the Agreement is delayed or interrupted through no fault of Vanderkamp, the client will owe Vanderkamp the agreed price, calculated on the basis of the progress of the work, additional costs and all reasonable costs incurred or still to be incurred as a result of obligations already assumed by Vanderkamp with a view to the further fulfilment of the Agreement.
10.2. If the client terminates the Agreement before the end of the agreed term - which is only possible by observing a notice period of one month - the client will owe Vanderkamp an im-mediately due and payable compensation of the amount for costs already incurred by Vanderkamp in connection with the preparation for, and/or performance of, the Agreement.
10.3. If the price has been fixed on the basis of the actual costs to be incurred by Vanderkamp (cost-plus basis), the compensation referred to in the previous paragraph will be estimated at the price that Vanderkamp would have been expected to charge for the entire duration of the Agreement.
10.4. The client is also under an obligation to compensate Vanderkamp for any damage suffered by Vanderkamp as a result of the interruption, delay and/or termination of the Agreement.
11. Intellectual property
11.1. All intellectual, industrial or other property rights, including but not limited to copyrights and database rights, on all work, results of work or consultancy work done by Vanderkamp which are the subject of and/or ensue from and/or have been used in the fulfilment of the obligations under the Agreement between Vanderkamp on the one hand and the renter/client on the other are held by Vanderkamp.
12. Applicable law and disputes
12.1. All legal relationships with Vanderkamp and all ensuing commitments are governed exclusively by Dutch law.
12.2. Any disputes will be settled by the District Court of Overijssel, location Zwolle.
B. Rentals
13. Conclusion and duration of the rental agreement
13.1. The rental period shall commence on the date of delivery of the rented item. If the use of the rented item continues after the rental period has expired, the rental agreement shall be deemed to have been extended on the same terms and conditions.
13.2. If a rental period has not been agreed, the rental shall be for an indefinite period. The rental agreement can then be terminated by the renter subject to a notice period of one working day.
14. Delivery, provision and/or installation, delivery time, risk
14.1. The hired equipment may be collected or will be delivered and/or installed at the location specified in the Assignment Confirmation. The renter shall ensure that the location to which the goods are to be delivered is easily accessible via a paved road and suitable for delivering and placing the hired item.
14.2. A delivery period stated by Vanderkamp is based on the circumstances prevailing at the time of the conclusion of the Agreement and, insofar as Vanderkamp is dependent on the performance of the renter or third parties, also on the period within which the renter or such third parties perform such services.
14.3. A delivery period specified by Vanderkamp will be observed by Vanderkamp as much as possible, but is not a strict deadline. The renter must first give Vanderkamp notice of default if the hired equipment is not delivered on time and allow Vanderkamp a reasonable period of time to subsequently deliver the hired item.
14.4. The rented item is deemed to have been delivered and the risk passes to the renter:
A. In the event of delivery to the Vanderkamp company; at the time of actual handover;
B. If delivered to another location: the moment the hired equipment is unloaded from the means of transport at the agreed location.
14.5. If the renter arranges for the transport of the hired object, such transport shall be at the risk and expense of the renter. The renter indemnifies Vanderkamp against possible third-party claims in connection with the transport.
14.6. The renter shall ensure that a person authorised to accept the hired equipment is present at the agreed delivery address and time. This person must be able to prove their identity on re-quest. If no such authorised person is present, Vanderkamp shall be entitled to take back the hired goods. Any additional costs incurred as a result, including loss of rental income and transport costs, shall be borne by the renter.
15. Obligations of the renter, inspection, use and insurance of hired goods
15.1. The renter shall inspect the hired equipment for visible defects prior to or at the time of or during the delivery. If the renter fails to do so or takes possession of the hired equipment after the inspection without making any comments, the hired equipment shall be deemed to be in accordance with the Agreement upon delivery.
15.2. The renter shall take good care of the hired goods, secure them effectively and use them in accordance with the instructions for use. In particular, the renter shall only use the hired equipment for pumping or transporting the agreed items. The renter shall at least once a day check that the hired equipment is functioning properly and shall inform Vanderkamp immediately (within 24 hours) of any malfunctions.
15.3. The renter is not permitted to sublet or make the hired equipment available to third parties, or to dismantle and/or repair the hired equipment (or have it dismantled and/or repaired), or to have the hired equipment used by unqualified personnel.
15.4. The renter is not permitted to transport the hired equipment to a location other than the agreed place of delivery.
15.5. The renter is obliged to inform Vanderkamp immediately (within 24 hours) in the event that third parties wish to claim or exercise any rights to the hired equipment or in the event of damage to the hired equipment or circumstances which could reasonably lead to damage.
15.6. In the event of loss, theft, damage or destruction of the hired equipment during the rental period, the renter is obliged to inform Vanderkamp immediately (within 24 hours). The renter is obliged to compensate Vanderkamp in full. In the event of loss, theft or destruction of the hired goods, the renter must pay Vanderkamp the Current Value of the hired goods.
15.7. The renter is liable for all direct and indirect damage (such as consequential damage, damage caused by delay and loss of profit) caused by a Defect in the hired goods, the defective functioning of the hired equipment and for all damage to the hired equipment during the rental period. Vanderkamp has not taken out insurance against the damage referred to above, unless otherwise agreed in writing. If required, the renter must take out their own insurance to cover these risks.
15.8. In the event of a temporary failure or malfunction of the hired equipment due to a Defect in the hired equipment caused by improper use by the renter, the renter shall be liable for all damages arising therefrom and the renter shall remain liable for the rental fee for the duration of the repairs.
16. Maintenance and repairs
16.1. The costs of energy consumption of the hired equipment shall be borne by the renter.
16.2. If the hired equipment does not function or does not do so properly, the renter is obliged to report this to Vanderkamp without delay (within 24 hours). Vanderkamp will endeavour to re-pair the Defect as soon as reasonably possible. Vanderkamp shall not be liable for any damage caused by and after a late notification of a Defect in the hired equipment.
16.3. The costs of maintenance, repair and replacement of the hired equipment as a result of defects in the material or construction, or as a result of normal wear and tear or corrosion will be payable by Vanderkamp. In case of repairs outside the Netherlands, travel and transport costs will be charged to the renter. The renter shall only be entitled to a reduction of the rental fee if Vanderkamp fails to fulfil its maintenance, repair or replacement obligations adequately or quickly enough.
16.4. Vanderkamp has the right to replace the hired equipment with an equivalent item during the rental period in the event of Defects to the hired item, without this entitling the renter to dissolution or compensation for damages. The renter is obliged to cooperate fully in this case.
17. Premature termination
17.1. If Vanderkamp has terminated the rental agreement due to default by the renter, Vanderkamp shall be entitled to repossess the hired equipment from the renter, provided that Vanderkamp has given the renter at least 24 hours' notice. In such cases, the renter undertakes in advance to provide Vanderkamp with the necessary cooperation. In such a case, Vanderkamp shall not be liable for any damage suffered by the renter in connection with the repossession of the hired equipment. The costs associated with the repossession shall be borne by the renter.
18. End of the rental agreement
18.1. At the end of the rental period, the renter shall return the hired equipment to Vanderkamp in the same condition as at the beginning of the rental period, subject to normal wear and tear. The renter shall remain responsible for the hired equipment at all times until it has been handed over to Vanderkamp.
18.2. The renter will be liable to pay compensation equal to the rental fee over the period between the end of the rental agreement and the date on which the hired equipment was returned to Vanderkamp in Zwolle, unless it is attributable to Vanderkamp that the hired equipment could not be delivered on time.
18.3. The renter is liable for all repair and cleaning costs incurred by Vanderkamp if the hired equipment is returned in a damaged condition to Vanderkamp, without prejudice the right of Vanderkamp to compensation for other damages, such as loss of rental income.
18.4. If it has been agreed that Vanderkamp will collect the hired equipment from the agreed location, the renter must ensure that an authorised person is present on the day of collection to hand over the hired equipment to Vanderkamp. This person must be able to prove their identity on request. If this obligation is not fulfilled, not fulfilled on time or not fulfilled properly, all resulting costs (including loss of rental income and transport costs) shall be borne by the renter.
C. Consultancy work
19. Assignment
19.1. The Assignment will set out, as far as possible, in writing:
· A clear description of the project and the nature and scope of the work assigned to Vanderkamp;
· the time or period within which the Assignment is to be completed;
· the payment arrangements;
· whether and, if so, what work will be assigned to Vanderkamp with regard to the client's legal obligations;
· the way in which quality assurance will be organised;
· how and how often the parties need to consult with each other.
The Assignment shall be performed in accordance with the agreed schedule. The time limits contained therein are not strict deadlines, which means that the client must first give Vanderkamp written notice of default and allow Vanderkamp a reasonable period of time to still fulfil its obligations.
D. Maintenance work
20. Obligations of the client with regard to maintenance work
20.1. The client will ensure that Vanderkamp has the following at its disposal in good time:
A. all the permits required under public and private law for the work to be done;
B. the site or water where the work is to be done;
C. any drawings and/or other information needed.
20.2. The client bears responsibility for the construction and working methods specified by them or on their behalf, as well as for the assignments and instructions issued by them or on their behalf.
20.3. In the event that any materials or resources provided by the client are defective, the client shall be liable for any damage caused by such defects.
20.4. The client bears the responsibility for any functional inadequacy:
A. of materials or resources that they have prescribed;
B. of materials or resources to be procured from a supplier prescribed by them.
20.5. If statutory regulations or government decrees impose higher requirements on the work than those specified in the Agreement, the changes to the work required to meet these requirements shall be charged as additional work.
21. Cooperation with others
21.1. If the Agreement stipulates that Vanderkamp must coordinate its work with that of other consultants and third parties engaged by the client, the client will determine who is to be entrusted with the coordination of the work and what the duties of each party will be in this respect. In the absence of such instructions from the client, Vanderkamp shall not be responsible for this coordination.
21.2. The coordination referred to in the previous paragraph shall at least require the coordinator to draw up in good time, in consultation with the client and the other contractors, a schedule for the performance of the Agreement and to consult them immediately in the event of any delay or other circumstances likely to cause delay or damage and to report to them in writing.
21.3. The client will be liable to Vanderkamp for any additional costs and/or damage incurred by Vanderkamp as a result of the inability of the party responsible for coordination.
22. Claims made by the client
22.1. If the agreed work is not performed properly, Vanderkamp will, within a reasonable period of time, choose whether it will then perform the work properly or will pay back the client a proportionate part of the assignment fee.
22.2. If Vanderkamp decides to then perform the work in full, the client must give Vanderkamp the opportunity to do so.
22.3. In the performance of the work by Vanderkamp, the client shall bear the costs for:
A. all transport or delivery costs;
B. costs for dismantling and assembly;
C. travel and accommodation expenses and travel time.
22.4. Van de Kamp shall not be held liable for defects (to the items to be maintained) resulting from:
A. normal wear and tear;
B. improper use;
C. maintenance work not done or not done correctly by the client;
D. (incorrect) installation, assembly, alteration or repairs by the client or by third parties;
E. defects to or the unsuitability of items provided by or prescribed by the client;
F. defects to or the unsuitability of materials or resources used by the client.
23. Additional and less work
23.1. Additional and less work shall be charged as follows:
A. in the event of changes to the Assignment;
B. in the event of deviations from the amounts of any estimated costs;
C. in the event of deviations from estimated quantities;
D. in the event of deviations from any chargeable quantities;
E. in cases where the Agreement provides for charging for additional and less work.
23.2. If no agreement has been reached on the way in which and time additional and reduced work are charged, Vanderkamp is entitled to charge for additional and less work immediately after it has occurred.
24. Cost-increasing circumstances
24.1. A cost-increasing circumstance is a circumstance of such a nature that the probability of its occurrence was not taken into account when the Agreement was concluded, which is not attributable to Vanderkamp and which significantly increases the total cost of the work or activities.
24.2. If cost-increasing circumstances as referred to in the first paragraph occur, Vanderkamp is entitled to charge an additional fee equal to the cost increase.
24.3. If Vanderkamp is of the opinion that cost-increasing circumstances (will) occur, it must notify the client of this in writing as soon as possible. Failure to notify in good time of a cost-increasing circumstance shall, however, not prejudice the right to charge an additional fee.
General Terms and Conditions Van der Kamp Pompen – version 2024