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Attached are two forms regarding the general terms and conditions for sales-delivery and home-seekers.

Sales and delivery terms

1. General
1.1 These Terms of Sale and Delivery shall mean:
Contractor : Den Uyl Real Estate
Client : The Contractual Other Party
1.2 These terms and conditions apply to all offers made by the Contractor, to all agreements entered into by the Contractor and to all agreements that may result therefrom.
1.3 The Contractor expressly rejects the applicability of any general terms and conditions of the Client.

2. Offer and formation of agreement
2.1 An agreement is established by Contractor sending a written confirmation of the order or assignment from Client.
2.2 All Contractor’s offers are without obligation, unless expressly agreed otherwise.
2.3 If the Client provides the Contractor with data, drawings, etc., the Contractor may assume their accuracy and will base its offer on them. Client shall indemnify Contractor for damages resulting from incorrect information and data provided by Client.
2.4 Contractor is only obliged to (further) perform the agreed assignment if Client has provided all data and information required by Contractor, in the form and manner desired by Contractor.

3. Price
3.1 Contractor is entitled to increase the agreed price in the interim, if and insofar as unforeseen cost price increasing circumstances occur after the conclusion of the agreement, or after the sending of the offer.
3.2 Unless otherwise agreed in writing, the price does not include travel and accommodation expenses, as well as all other costs and advances.

4. Advice and execution of assignment
4.1 Client may not derive any rights from advice given by Contractor that does not relate to the assignment given.
Octrooibureau Novopatent shall only be obliged to (further) perform the agreed order if Client has provided all data and information required by Octrooibureau Novopatent, in the form and manner desired by Octrooibureau Novopatent.
4.2 The Contractor shall perform the work under agreement as a diligent professional. Unless expressly agreed otherwise in writing, the Contractor cannot guarantee the achievement of an intended result, but will use its best efforts (obligation of effort) to ensure that the intended result is achieved.

5. Intellectual property
5.1 The Contractor shall at all times retain all rights to plans, documents, images, drawings, software and/or the information and “know-how” relating thereto made by him, even if costs have been charged for them or improvements have been made after the sale, whether or not at the request of the Client.
5.2 The items referred to in the previous paragraph may not be copied, in whole or in part, other than for internal use at the Client’s premises, nor shown, handed over or otherwise disclosed to third parties, nor used or made available by the Client other than for the purpose for which they were provided by the Contractor, without the written permission of the Contractor.
5.3 Client shall indemnify Contractor for infringements of intellectual property rights of third parties.

6. Payment Terms
6.1 Unless otherwise agreed upon, the following payment schedule shall apply: payment within fourteen days after (partial) invoice date.
6.2 Irrespective of the agreed payment terms, Client shall be obliged, at Contractor’s request, to provide such security for payment as Contractor deems sufficient. If the Client fails to comply with this within the specified period, he shall immediately be in default. The Contractor then has the right to terminate the contract and recover its damages from the Client.
The Client’s right to set off its claims against Contractor is expressly excluded, unless Contractor becomes insolvent. The full claim for payment is immediately due and payable if:
a. a payment deadline has been missed;
b. the Client is bankrupt, or in receivership;
c. the Client as a corporation is dissolved or liquidated;
d. the Client as a natural person is placed under guardianship or dies.
6.4 Penalty interest: in business transactions, the client shall owe penalty interest from fourteen days after the invoice is received. If the invoice has already been sent before the contractor has provided the service and/or goods, then a period of 14 days after the receipt of the goods or service shall apply. In the event of late payment, penalty interest takes effect by operation of law without the need for a reminder/notice of default.
6.5 The penalty interest rate is 7% plus the European Central Bank interest rate.
6.6 For transactions with consumers, the legal interest rate set by the Dutch government applies.
6.7 If payment has not been made within the agreed period, Client shall owe Contractor all extrajudicial collection costs. These costs are calculated as follows:

on the first € 3.000 15%
on the excess up to € 6.000 10%
on the excess up to € 15.000 8%
on the excess up to € 60.000 5%
on the excess from € 60.000 3%

6.8 If the actual extrajudicial costs incurred exceed the above calculation, the actual costs incurred shall be payable by the Client.
6.9 If the Contractor is successful in legal proceedings, all costs incurred in connection with such proceedings shall be borne by the Client.

7. Impracticability of assignment
7.1 Contractor shall be entitled to suspend the agreed work if he is temporarily prevented from fulfilling his obligations due to circumstances beyond his control or of which he was not or could not have been aware at the time of concluding the agreement.
7.2 If performance becomes permanently impossible, the contract can be dissolved for that part that has not yet been fulfilled. In that case, neither party shall be entitled to compensation for damages suffered as a result of the dissolution.

8. Changes to the assignment
8.1 If the scope of the assignment given to Contractor changes for any reason after the conclusion of the relevant agreement, Contractor shall be entitled to charge Client for any additional work.
8.2 Additional work shall also exist if the information provided by the Client does not correspond to reality.

9. Dissolution
9.1 If Client does not, not properly or not timely fulfill any obligation under the agreement concluded with Contractor, as well as in case of bankruptcy, suspension of payments or receivership of Client or cessation or liquidation of its business, Contractor is entitled to terminate the agreement in whole or in part, or to suspend (further) performance of the agreement. In such cases, the Contractor shall further be entitled to demand immediate payment of what is due to it.
9.2 The foregoing shall not affect the other rights to which the Contractor is entitled, including the right to compensation for damage suffered as a result of the dissolution.
9.3 In the event of a dissolution as referred to in the first paragraph, the Contractor shall never be obliged to pay any compensation for damages to the Client.
9.4 If the Client prevents proper performance by Contractor even after notice of default, Contractor has the right to terminate the contract.
9.5 Circumstances, which constitute a force majeure situation for the Contractor, are in any case: conduct, except intent or gross negligence, of persons, which the Contractor uses in the performance of the obligation; unsuitability of goods, which the Contractor uses in the performance of the obligation and illness of the Contractor.
9.6 Even in the event of dissolution by mutual consent, the Contractor retains its right to compensation for damages suffered as a result of such dissolution.

10. Claims, Complaints
10.1 Claims and complaints must be made in writing and as soon as possible, but at the latest within 48 hours of discovery, or- in the case of non-visible defects- within 48 hours after the defects could reasonably be discovered.
10.2 Claims and defenses, based on the assertion that the Contractor has failed in any way, shall lapse 1 year after the conclusion of the assignment to which they relate.

11. Liability
11.1 Contractor is only liable for damage suffered by Client, which is the direct and exclusive result of a shortcoming attributable to Contractor, on the understanding that only that damage for which Contractor is insured, or should reasonably have been insured, given the prevailing practice in the industry, qualifies for compensation. In doing so, the following limitations must be observed.
11.2a Not eligible for compensation are consequential damages, trading losses, loss of income and the like, from whatever cause.
11.2b The Contractor shall never be liable for damage caused by intent or gross negligence of third parties.
11.2c The damage to be compensated by the Contractor will be mitigated if the price to be paid by the Client is small in relation to the extent of the damage suffered by the Client.
11.2d If, for whatever reason, Contractor’s insurer does not pay out, Contractor’s liability will at all times be limited to a maximum of the invoice value of the last two consecutive invoice periods, excluding VAT, at least on that part of the order to which the liability relates.
11.3 The exclusions and limitations of liability as stated in this article are equally stipulated for and on behalf of subordinates of Contractor and any other person whose assistance Contractor uses in the performance of the work.

12. Secrecy
Contractor is obliged to maintain secrecy from third parties unless Contractor has a legal duty to disclose, or is acting for itself in legal proceedings and disclosure of this information is justified. Client shall not disclose the contents of opinions or other expressions of Contractor, written or otherwise, except with the express permission of Contractor. This is different if the aforementioned advice and expressions are intended to be communicated to third parties.

13. Applicable law and choice of forum.
Only the civil court having jurisdiction in Contractor’s place of business shall have jurisdiction to hear disputes.
Dutch law applies.

GENERAL PROVISIONS Den Uyl Real Estate FOR HOUSING SEARCHERS

1.Applicability

1.1 These general provisions apply to every tender, contract of assignment for services and/or mediation, as well as the resulting supplementary and/or subsequent contract(s) and agreements between Den Uyl Real Estate and the client, unless these provisions dictate otherwise.

2. Definitions

2.1 Den Uyl Real Estate; the (legal) person who accepts the registration and/or who pursuant to the order confirmation accepts the assignment to provide services or mediation from the Client. The registration: the registration of a (legal) person with Den Uyl Real Estate as a house seeker. Client: the (legal) person who gives Den Uyl Real Estate the assignment to find residential and/or office space. Mediation: an assignment to provide services relating to mediation by Den Uyl Real Estate in the formation of an agreement between the Client and a third party, as referred to in Article 7:425 of the Dutch Civil Code. General Terms and Conditions: The present general terms and conditions of Den Uyl Real Estate, which came into effect on September 19, 2016 and are filed with the Chamber of Commerce in Amsterdam under number 66776295.

3. Content of assignment at mediation

3.1 An agreement of assignment for mediation means an assignment to provide services relating to the mediation by Den Uyl Real Estate in the conclusion of an agreement between the client and a third party, as referred to in Article 7:425 of the Dutch Civil Code, whereby at least the specifications given by the client are met. Den Uyl Real Estate does not constitute a party to the agreement between the client and the third party.
3.2 Being registered and having an agreement of assignment for mediation with Den Uyl Real Estate does not guarantee finding (suitable) housing.
3.3 Unless the parties expressly agree otherwise in writing, the principal and Den Uyl Real Estate do not intend that Den Uyl Real Estate will be authorized by the principal, as referred to in Article 3:60 of the Dutch Civil Code, to perform legal acts in his name or that Den Uyl Real Estate will perform legal acts by virtue of a mandate, as referred to in Article 7:414 of the Dutch Civil Code, for the account of the principal.

4. Compensation at mediation

4.1 The Principal will owe the full fee for Den Uyl Real Estate’s work if, during the term of the assignment, a (rental) agreement is concluded between the Principal and a third party who offers his object through Den Uyl Real Estate, even if the conclusion of this agreement is not the result of the services provided by Den Uyl Real Estate, unless expressly agreed otherwise in the agreement of the assignment/assignment confirmation.
4.2 The principal shall owe the full fee for the work if, although the agreement with a third party comes into being after the assignment contract between Den Uyl Real Estate and the principal has been terminated (by termination or otherwise), the agreement with a third party comes into being as a result of the services performed by Den Uyl Real Estate. This also applies if the client has acted in violation of Article 4.1 and/or Article 6.7 Hereafter and/or because the client has conducted negotiations with third parties outside of Den Uyl Real Estate during the term of the contract in order to bring about an agreement itself.
4.3 If, after the date of termination of the Assignment Agreement, a contract is concluded between the principal and a third party who previously had his object offered by Den Uyl Real Estate, this contract will, subject to evidence to the contrary to be provided by the principal, be deemed to have been concluded through the mediation of Den Uyl Real Estate and the principal will owe Den Uyl Real Estate the full compensation, unless the law would dictate otherwise.
4.4 Den Uyl Real Estate may, if it deems it necessary, require the client to make an advance payment before actually commencing the work. This advance will be settled with the final invoice.

5. Amount of compensation and payment

5.1 The fee(s) for the work stated in the order confirmation shall include the reimbursement of expenses incurred and to be incurred by Den Uyl Real Estate in connection with the order, unless otherwise stated in the order confirmation. In principle, the fee is equal to the monthly gross rent (including advance supplies and services and gas, water, electricity) as stated in the lease at the start of the lease, unless otherwise stipulated in the order confirmation.
5.2 The fee(s) referred to in Article 5.1, is exclusive of 21% VAT and must be paid before acceptance of the housing accommodation.
5.3 The client shall pay the fee for work to Den Uyl Real Estate within 7 days after the full signing of the lease of a residential property and no later than at the same time as the first rental period and other rental costs. If the client owes the fee while the rental agreement has not been established as referred to in Article 4.2, then payment must be made within 7 working days after the tenant receives the rejection. In the event of non-payment, client shall immediately be in default without further notice of default.

5.4 If an invoice is not paid before or on the due date specified on the invoice, contractual interest equal to the legal (commercial) interest rate plus 1% shall be payable on the invoice amount from the due date. If an invoice is not paid even after the first reminder, Den Uyl Real Estate is entitled to claim extrajudicial collection costs from the principal in the amount of 15% of the invoice amount with a minimum of € 250.

5.5 As long as the invoice has not been paid, Den Uyl Real Estate has the right, after the client has been notified thereof, to suspend its work on behalf of the client. In such case, Den Uyl Real Estate will not be liable for any damage incurred as a result of the suspension.

6. Assignment General

6.1 The agreement for mediation is concluded by and at the time of a verbal and/or written order confirmation by Den Uyl Real Estate, or by the actual commencement of work by Den Uyl Real Estate.
6.2 All additions, amendments and further arrangements to the agreement shall only be valid if agreed in writing, unless circumstances (required speed or the like) make written recordation impossible. However, the parties shall endeavor to lay down these additions, amendments and further agreements in writing afterwards.

6.3 The client will provide Den Uyl Real Estate with all information and documents necessary in connection with the execution of the assignment. Client guarantees the accuracy of the information provided.
6.4 Den Uyl Real Estate will keep the client informed of the work and will account to the client for the manner in which it has discharged its duties.

6.5 If Den Uyl Real Estate has received or paid amounts in favor of or at the expense of the client, respectively, it shall render an account thereof.
6.6 Every assignment is deemed to be given to and accepted by Den Uyl Real Estate, even if it is the express or tacit intention of the principal that the assignment be performed by one or more particular persons employed by Den Uyl Real Estate. Den Uyl Real Estate is permitted to have third parties, who are not employed by it, carry out the work (or have it carried out) within the framework of the assignment, provided the client has given its prior consent. The effect of article 7:404 Civil Code (BW) and article 7:407 paragraph 2 BW, which establishes joint and several liability if more than one person has received assignment, is excluded.
6.7 The principal shall refrain from all activities that may interfere with the assignment to Den Uyl Real Estate and/or that may hinder Den Uyl Real Estate in the execution of the assignment.

7. Duration

7.1 The assignment contract is entered into for an indefinite period of time from the moment of a verbal and/or written assignment confirmation by Den Uyl Real Estate, or the actual commencement of work by Den Uyl Real Estate.
7.2 The agreement ends (inter alia) by termination or by the completion of the work to be performed under the assignment.

7.3 The client is authorized to terminate this agreement at any time by registered letter, subject to two weeks’ notice.
7.4 Den Uyl Real Estate is authorized to terminate the agreement with immediate effect if there are circumstances which, in the opinion of Den Uyl Real Estate, mean that it can no longer be required to continue the agreement.

7.5 Without prejudice to the client’s obligation to pay compensation for work and expenses, the parties may not derive any right to compensation from termination of the contract unless termination is based on breach of contract.

8. Cancellation by client

8.1 If, after the principal has given his consent to enter into a lease, either verbally or in writing, for reasons not attributable to Den Uyl Real Estate, he no longer wishes to rent the object offered, the principal is obliged to compensate Den Uyl Real Estate for the loss suffered. The aforementioned damages will in any case consist of the mediation fee (including VAT) lost by Den Uyl Real Estate, which would normally be paid by the client. In addition, the client is obliged to compensate any damages suffered by the relevant third party (lessor).

9. Liability

9.1 Den Uyl Real Estate has limited liability for the consequences of professional errors. If in the execution of the assignment an event – including an omission – unexpectedly occurs, which leads to liability, Den Uyl Real Estate’s liability is limited to an amount not exceeding the fee paid by the client to Den Uyl Real Estate! and as referred to in article 5.1.
9.2 The principal shall indemnify Den Uyl Real Estate against all claims by third parties, including the reasonable costs of legal assistance, which are in any way connected with the work performed by Den Uyl Real Estate for the principal, unless such claims are the result of gross negligence or intent on the part of Per direct hire!
9.3 Den Uyl Real Estate shall not be liable for any damage to the extent that the damage is covered by any insurance taken out by the client.
9.4 Den Uyl Real Estate’s liability for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption, is excluded.
9.5 Den Uyl Real Estate shall never be liable for damage resulting from an event (directly or indirectly) related to terrorism or malicious contamination.
9.6 Den Uyl Real Estate is under no circumstances liable for the consequences of the inaccuracy of information provided by or on behalf of the client.
9.7 Den Uyl Real Estate is not liable for damage that is unavoidable in the proper performance of the services, or is the result of urgency demanded by the circumstances. Den Uyl Real Estate is also not liable for damages resulting from a method of working known to the client and to which he has not objected.

9.8 Verbal promises and agreements with employees of Den Uyl Real Estate do not bind Den Uyl Real Estate except after and insofar as they have been expressly confirmed by Den Uyl Real Estate.
9.9 All publications on https://www.facebook.com, in e- mail newsletters or other expressions of Den Uyl Real Estate are subject to change. Den Uyl Real Estate is not liable for any inaccuracies in publications made on behalf of third parties.

9.10 Documents made available to the principal by Den Uyl Real Estate do not bind Den Uyl Real Estate.
9.11 Den Uyl Real Estate is not responsible and/or liable if a tenant cannot register at the relevant address. Tenant himself will inquire with the municipality before signing the lease whether registration is possible.

9.12 Den Uyl Real Estate is not liable for damage if the principal has not notified Den Uyl Real Estate by registered letter within 5 working days after the discovery of the incident of damage, and Den Uyl Real Estate has been restricted in its ability to investigate the damage and its causes because the principal has not made this notification within the said period.

9.13 Neither party shall be bound to fulfill any obligation if prevented from doing so due to force majeure.
9.14 The foregoing is without prejudice to the parties’ obligation to try as much as possible to prevent and avoid force majeure situations.

9.15 In the event of force majeure, Den Uyl Real Estate is authorized, without judicial intervention, either to suspend the execution of the contract or to dissolve the contract immediately, without any obligation for Den Uyl Real Estate! to pay damages.

9.16 The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Den Uyl Real Estate.

10. Defects; complaint periods

10.1 Complaints about the execution of the assignment must be reported to Den Uyl Real Estate by the client in writing within 5 working days. However, this does not suspend the client’s obligation to pay.

11. Applicable law / competent court

11.1 Dutch law applies to the assignment agreement and all agreements resulting from it.
11.2 All disputes that may arise in connection with the contract of assignment or further agreements, which may be the result thereof, will be settled by the competent court in Amsterdam.

12. Miscellaneous

12.1 These general provisions shall apply to registration and mediation to the extent not otherwise arising from these provisions.
12.2 Changes in or deviations from these general provisions, agreement(s) concluded between the parties and/or additional or different stipulations are

effective only if the parties have set it forth in writing and
signed.
12.3 The nullity or non-binding nature of a provision of these general provisions or the assignment agreement shall not result in the general provisions or the assignment agreement being null and void or non-binding in its entirety. In place of the void or invalid provision, the parties will agree on an appropriate arrangement that comes as close as possible to the intention of the parties and the economic result sought by them in a legally effective manner.
12.4 Failure by a party to take any action in the event of non-performance with respect to any provision of these general provisions or the contract of assignment by the other party, or allowing or tolerating a deviation from any provision of these general provisions or the contract of assignment, cannot be considered a waiver of rights.
12.5 The headings (“headings”) above the various provisions in the contract or the general provisions shall have no independent meaning. These headings are added solely for reasons of clarity and do not affect the interpretation of the provisions of this Agreement.
12.6 If any provision in the contract(s) concluded between Den Uyl Real Estate and the principal is in conflict with any provision of these general provisions, the provision of the contract(s) shall prevail.
12.7 Den Uyl Real Estate reserves the right to supplement and/or amend the general provisions at any time.
12.8 The agreement between Den Uyl Real Estate and house seekers is not subject to the GENERAL PROVISIONS of Den Uyl Real Estate FOR HOUSING RENTERS.
12.9 The Dutch text of the general provisions shall prevail over any translations thereof.

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