Installation Partners
§1 Scope
(1) The following General Terms and Conditions for Installations, Commissioning/Supervision, Repairs, Maintenance, and other Services (short: "General Installation Conditions") of Oldenburger Interior B.V. (hereinafter also referred to as “OIBV” or "we" or "us") apply exclusively to natural or legal persons or legally competent partnerships who, when concluding a contract with Oldenburger, act in the exercise of their commercial or independent professional activity (entrepreneurs), as well as to legal entities under public law and special funds under public law.
(2) All customer services of OIBV in the areas of installation, commissioning, supervision, repairs, maintenance, and other services (hereinafter: "Work" or "Work Services") are carried out exclusively on the basis of these General Installation Conditions. Counter-confirmations or references by the contractor to their General Terms and Conditions in the installation/repair/service area are hereby expressly rejected. Business conditions that deviate from our Installation Conditions are not recognized by us unless we have expressly agreed in writing to their validity. Our General Installation Conditions also apply if we perform the work without reservation in the knowledge of conflicting or deviating conditions of the contractor.
(3) If the work to be performed is part of a delivery contract, our General Terms and Conditions also apply in full. In the case of conflicting provisions, the provision of these General Installation Conditions takes precedence.
(4) By confirming Work Services with OIBV, contractors acknowledge and agree to all terms and conditions set forth in these General Installation Conditions.
(5) The contractor and Oldenburger Interior B.V. agree that the VAT ID number indicated on the order documents will be actively used by the contractor and Oldenburger Interior B.V.. This applies to all orders placed to and by the contractor, insofar as the use of the VAT ID number is not revoked or the contractor does not expressly provide Oldenburger Interior B.V. with a different VAT ID number in text form, which is to be used for the specific order.
§2 Change Orders
(1) Any situation which may lead to an increase in costs, and/or activities to be carried out by the contractor beyond those expressly indicated herein, must be notified in advance in writing through a Change Order Proposal (COP). The contractor shall indicate:
(i) the reasons justifying such COP;
(ii) the new activities/duration required for such COP; and
(iii) the price of such COP, understanding that such price shall be indicated as time and material in accordance with the rates indicated herein and the billing/payment terms of such price shall be consistent with the provisions set forth under clause 6 herein.
(2) It is expressly agreed that circumstances allowing the contractor to submit a COP are limited to unexpected site conditions, drawing changes, documented defective materials, work disruption, and/or idle time attributable to OIBV.
(3) In the event of deviation from the agreed service and under the validity of the above paragraphs, the contractor is obliged to submit a COP at the request of OIBV that stands in relation to the agreed service.
(4) A COP shall only be approved if OIBV sends written approval to the contractor.
(5) A written objection to such COP leads to its invalidity and the obligation to resubmit a COP, adapted to the objection within 2 days from the receipt of the mentioned objection. Should we not receive an adapted COP or fail to reach a final agreement on the items indicated in the COP, we shall be entitled to:
(i) terminate this Agreement upon receipt by you of a termination notice to be sent by us pursuant to subsequent paragraph 18;
(ii) have the service of the COP carried out by an external company;
(iii) claim the costs that exceed the rates agreed with the contractor due to the short-term use of an external company.
§3 Information and Cooperation Obligation
(1) OIBV shall provide the contractor with all necessary information, plans, and documents required for the proper execution of the finishing work.
(2) OIBV shall ensure that the contractor has access to the construction site and that the necessary facilities and materials are available.
(3) The contractor shall ensure that all submitted information (Plans, Guidelines, Duties & Responsibilities, etc.) are acknowledged and accepted before the start of service.
§4 Work Disruption
(1) The contractor acknowledges the likelihood of interruptions in their work. During their service on site, other companies/parties may be present and require arrangements in the work process. The contractor is encouraged to:
(i) cooperate with other companies that support the completion of the project;
(ii) log downtimes in the daily site protocol; and
(iii) inform OIBV immediately in the event of longer downtimes that may affect the handover date.
§5 Contract Price
(1) The contract price is agreed according to the rates indicated in this Agreement, plus any other amount that may become due to the contractor pursuant to this Agreement.
(2) The contractor acknowledges and agrees that should any reason arise for which OIBV is responsible, resulting in a change from the agreed commencement date of the installation service:
(i) in case of a request by OIBV to anticipate such date, OIBV shall be obliged to pay the contractor all documented costs and expenses related to such change (e.g., cost of flights, travels, accommodation, etc.), subject to prior written consent;
(ii) in case of postponement, OIBV shall be obliged to pay the contractor all documented costs and expenses related to such change (e.g., cost of flights, travels, accommodation, etc.).
All such costs must be billed separately according to paragraph 7 and paid with the final invoice.
(3) The contractor acknowledges and agrees that should any reason arise for which the contractor is responsible, resulting in a change from the agreed commencement date of the installation service:
(i) in case of a request by the contractor to anticipate such date, the contractor shall be obliged to pay OIBV all costs and expenses incurred related to such change (e.g., increased coordination effort, acceleration of freight, etc.), subject to prior written consent;
(ii) in case of postponement, the contractor shall be obliged to pay OIBV all costs and expenses related to such change (e.g., penalty payments, delay fees, lost profits, etc.), plus the rates for the unplanned shutdown for each day between the originally expected commencement date and the actual commencement date;
(iii) in case of postponement during the period of the agreed service, the contractor shall be obliged to pay OIBV all costs and expenses related to such change (e.g., penalty payments, delay fees, lost profits, etc.), plus the rates for the unplanned shutdown for each day between the originally expected acceptance date and the actual acceptance date.
§6 Out-of-Pocket Expenses
(1) The contractor acknowledges and agrees that:
(i) each out-of-pocket expense in EURO will be subject to the actual value of the disbursement and no additional surcharge will be applied;
(ii) each out-of-pocket expense not in EURO will be subject to the exchange rate in effect on the 15th of the working month.
§7 Billing and Payment Terms
(1) The contractor acknowledges and agrees that:
(i) We shall be entitled to proceed with payment of the entire contract price indicated in this agreement after completion of the installation services, based on our payment terms.
(ii) In addition to the above, any additional costs and hours charged (e.g., change order) shall be documented by a report and billed separately.
(iii) Received invoices will be paid within 30 days of receipt.
(iv) OIBV is entitled to make deductions to an appropriate extent in the event of any deficiency in the agreed service.
§8 Time & Material
(1) It is acknowledged and agreed that the contractor will send on a weekly basis the timesheet indicating the actual time worked by each installer. These timesheets shall be deemed accepted by OIBV unless a reasonably argued written objection is sent within 7 business days after receipt.
§9 Notices
Any communication, notification, proposal, or request under this agreement must be made in writing, either by registered letter with return receipt or email to the following addresses:
- if to the client:
EXAMPLE COMPANY
EXAMPLE ROAD 000
EXAMPLE CITY
COUNTRY
- if to us:
Oldenburger Interior B.V.
Nassauplein 30
2585 EC´s Gravenhage
The Netherlands
§10 Acceptance of Services
(1) After completion of the work, acceptance shall be carried out by the principal client.
(2) The subcontractor undertakes to document and prepare the work for proper acceptance.
(3) Defects discovered during acceptance shall be rectified immediately. The main contractor is entitled to refuse acceptance if there are significant defects.
§11 Deficiencies
(1) In the event of defective performance, the contractor is entitled to rectify the defect(s) free of charge and immediately (within 1 week). If this does not happen within this period, OIBV is entitled to:
(i) have the defect rectified by an external company at the contractor's expense;
(ii) reduce the order amount to a reasonable extent;
(iii) withdraw from the contract.
§12 Subcontractors
(1) The contractor may only pass on the work assigned to it to subcontractors with prior written consent from the main contractor.
(2) The contractor shall remain fully responsible for the proper execution of the work even if subcontractors are commissioned.
§13 Warranty
(1) The contractor warrants that the finishing services provided are free of defects and comply with the contractual agreements. The warranty period shall be 2 years from final acceptance of the work (subject to paragraph 10), unless a longer period has been agreed.
§14 Liability
(1) The contractor shall be liable for all damage caused by the defective execution of the work, both to OIBV and to third parties.
(2) The contractor shall not be liable if the damage is due to improper handling, inadequate planning, or material procurement by the client or OIBV.
§15 Insurance
(1) The contractor is obliged to take out sufficient liability insurance for the duration of their service, covering any damage that may be caused by the execution of the finishing work. The contractor must provide OIBV with confirmation of the insurance policy upon request.
§16 Confidentiality
(1) The contractor undertakes to treat all confidential information acquired during the cooperation as strictly confidential.
(2) This confidentiality obligation shall remain in force even after termination of the contract.
§17 Force Majeure
(1) Events of force majeure that delay or render impossible the fulfillment of contractual obligations shall release both parties from their obligation to perform for the duration of the disruption.
(2) The affected party must inform the other party immediately of the existence of a force majeure event.
§18 Termination of Contract
(1) Both parties may terminate the contract without notice for good cause, particularly in the event of serious breaches of contract or insolvency of one party.
(2) In the event of termination, services already rendered shall be compensated accordingly, insofar as they are in accordance with the contract.
§19 Dispute Resolution
(1) For any dispute arising between the parties regarding the validity, interpretation, and execution of this agreement, the Court of The Hague, Netherlands, shall have exclusive jurisdiction. If any action or proceeding is brought to the court to interpret or enforce the terms of this agreement, the prevailing party shall be entitled to recover from the other party, in addition to all other damages, all costs and expenses of such action or proceeding, including but not limited to reasonable attorneys’ fees, witness fees, and court costs as determined by the competent court in its decision. The term “prevailing party” includes a party who receives substantially the relief desired, whether by dismissal, summary judgment, or otherwise.
§20 Final Provisions
(1) Amendments and supplements to the contract and these GTC must be made in writing.
(2) Should any provision of these GTC be or become invalid, the remainder of the contract shall remain valid. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.
(3) The parties acknowledge and agree that any provision set forth in this document shall prevail over any contrary provision set forth in any other document entered into between the Parties.