Article 1 – Definitions

1. Contractor:

Donar Electrical Services, established in the Netherlands and registered with the Chamber of Commerce under number 96204850, acting in the course of an electrical installation business.

2. Customer:

the natural person who is not acting in the course of a profession or business and who commissions the performance of work.

3. Agreement:

the agreement between the contractor and the customer relating to the performance of work to which these general terms and conditions apply.

4. Work:

the entirety of the work agreed between the customer and the contractor, including installation, maintenance, repair and fault-resolution work, as well as the supply and processing of materials and parts.

5. Installation:

all electrical installations and facilities, including but not limited to low-voltage installations, cabling, meter cupboards, security systems, earthing installations and other facilities intended for the use, transport, storage or distribution of electricity.

6. Additional and reduced work:

changes requested by the customer to the agreed work that result in an adjustment to the agreed price.

7. Maintenance:

all periodic activities aimed at ensuring the reliable and safe operation of the installation.

8. Service:

all activities aimed at identifying and remedying faults, defects or other unexpected deficiencies.

9. Materials:

all items, parts and products supplied or processed by the contractor in the performance of the work.

10. Working day:

a calendar day, unless it falls at the weekend or on a generally recognised public holiday in the Netherlands.

11. In writing:

‘in writing’ also includes communication by e-mail or other electronic means of communication.

Article 2 – Applicability and Scope

1. These general terms and conditions apply to all offers, quotations, agreements and work of the contractor relating to electrical installations and associated activities, unless otherwise agreed in writing.

2. These general terms and conditions also apply to all subsequent agreements, additional assignments and additional work arising from an earlier agreement between the contractor and the customer.

3. Deviations from and additions to these general terms and conditions are valid only if expressly agreed between the parties in writing.

4. The applicability of any general terms and conditions of the customer is expressly rejected, unless accepted by the contractor in writing.

5. These general terms and conditions apply to work relating to installations, including electrical installations and related facilities, as described in Article 1 of these terms and conditions.

6. If any provision of these general terms and conditions is void or is annulled, the remaining provisions shall remain in full force. In that case, the parties shall consult with one another to agree a replacement provision that reflects the purpose of the original provision as closely as possible.

7. By entering into an agreement, the customer declares that they have taken note of these general terms and conditions and agree to them.

    

Article 3 – Quotations and Offers

1. All offers and quotations from the contractor are without obligation, unless expressly stated otherwise in writing.

2. Quotations shall be issued in writing or by electronic means, unless urgent circumstances prevent this.

3. Each quotation shall contain as complete and accurate a description as possible of the work to be carried out and the materials to be supplied, so that the customer is able to make a proper assessment of the offer.

4. The quotation shall in any event state:

• • the nature and scope of the work;
  • the pricing method (fixed price or on a time-and-materials basis);
  • where applicable: hourly rates, material costs and other cost factors;
  • the period of validity of the quotation;
  • the applicability of these general terms and conditions.

5. The quotation is based on performance of the work under normal circumstances and during regular working hours.

6. Where a quotation is based on a fixed price (contract sum), that price applies to the work described in the quotation.

7. Where a quotation is based on a time-and-materials basis, the price shall be determined on the basis of the labour actually spent and the materials used at the agreed rates.

8. Quotations shall be valid for 30 days from the date of issue, unless stated otherwise. After expiry of this period, the contractor shall be entitled to amend the terms and prices.

9. The contractor cannot be held to a quotation if:

• • it contains an obvious error or mistake;
  • the customer could reasonably have understood that there was an error.

10. Drawings, calculations, descriptions and other documents included in the quotation remain the property of the contractor and may not be provided to third parties or used without written consent.

11. If the customer does not accept the quotation, the contractor shall be entitled to charge any costs involved in preparing the quotation, provided this has been agreed in advance.

12. A composite quotation does not oblige the contractor to carry out part of the assignment for a corresponding part of the quoted price.

     

Article 4 – Formation of the Agreement

1. The agreement between the contractor and the customer is formed at the moment when:

• • the customer accepts the quotation in writing or orally; or
  • the contractor, with the customer’s consent, commences performance of the work.

2. If the customer accepts the offer orally or gives instructions without written confirmation, the agreement shall be deemed to have been formed subject to the applicability of these general terms and conditions.

3. Deviations from the quotation or agreement, including changes to the scope of the work, the price or the performance, shall be binding only if confirmed by the contractor in writing or by electronic means.

4. If, during performance of the work, it becomes apparent that it is necessary to amend or supplement the agreed work, this shall be regarded as additional or reduced work as referred to in these general terms and conditions.

5. The contractor shall be entitled, where necessary for proper performance of the agreement, to have work carried out by third parties.

6. The contractor shall be entitled to suspend or postpone performance of the agreement if:

• • the customer does not provide the necessary information in good time;
  • the customer fails to fulfil their obligations;
  • circumstances arise that obstruct safe or responsible performance.

7. If, before commencement or during performance of the work, it becomes apparent that the agreement cannot be performed, cannot be performed in full or cannot be performed on time as a result of circumstances attributable to the customer, the contractor shall be entitled to amend or partly terminate the agreement without being liable for any damage.

8. If the customer cancels the agreement in whole or in part after it has been formed, the contractor shall be entitled to charge the costs already incurred, time spent and damage suffered.

9. The agreement is entered into on the assumption that the work can be carried out under normal circumstances, meaning circumstances without obstacles such as lack of access, facilities or safety, and within the information provided by the customer.

    

Article 5 – Performance of the Work and Obligations

5.1 Performance of the Work

1. The contractor shall perform the work to the best of their knowledge and ability, in accordance with the requirements of proper and sound workmanship and with due observance of applicable statutory regulations and relevant standards.

2. The work shall be carried out on the basis of the information provided by the customer. The contractor may rely on the accuracy and completeness of this information and shall not be liable for damage resulting from incorrect or incomplete information.

3. The contractor shall determine the manner in which and the means by which the work is carried out, unless expressly agreed otherwise.

4. If, during performance, it becomes apparent that the work cannot be carried out in accordance with the agreement as a result of unforeseen circumstances, the contractor shall be entitled to adapt or interrupt the work and consult with the customer about this.
   
   

5.2 Obligations of the Customer

1. The customer shall ensure that:

• • the workplace is accessible in good time and in a safe manner;
  • all necessary information, permits and approvals are available;
  • there is sufficient opportunity for the delivery, storage and removal of materials;
  • the required connections for electricity and, where applicable, water are available.

2. The customer is responsible for the condition of the existing installation, unless expressly agreed otherwise.

3. The contractor shall not be liable for damage to items that have not been removed from the workplace.

4. If the customer fails to fulfil their obligations, or fails to do so in good time, the contractor shall be entitled to suspend performance of the work and to charge the resulting costs and delay.
   
   

5.3 Safety and Circumstances

1. Work shall be carried out on the assumption that it can take place under normal and safe circumstances.

2. If unsafe circumstances exist or there are risks to persons, property or installations, the contractor shall be entitled to stop the work until the situation has been remedied.

3. Unsafe situations include, but are not limited to:

• • installations presenting a risk to life or a fire hazard.
  • work that does not comply with applicable standards (NEN 1010 / NEN 3140).
  • the presence of hazardous substances or circumstances.
  • situations in which safe working is not possible.

4. The contractor reserves the right not to carry out the work or to stop it immediately if an unsafe situation exists.

5. The customer is required to provide all relevant information that may be important for the safe performance of the work.
   
   

5.4 Duty of Care and Cooperation

1. The customer is required to provide all cooperation that is reasonably necessary for the proper performance of the agreement.

2. Any damage and additional costs arising because the customer fails to fulfil their obligations shall be borne by the customer.
   
   

5.5 Existing Installations and Risks

1. The customer acknowledges that work is carried out on existing installations whose condition, quality and safety cannot be fully assessed by the contractor in advance.

2. The contractor shall not be liable for damage arising from:

• • defects in existing installations.
  • obsolete or defective wiring.
  • hidden defects that only become apparent during or after performance.

3. If, during the work, it becomes apparent that the existing installation does not comply with applicable standards or safety regulations, the contractor shall be entitled to temporarily stop the work and propose additional measures or remedial work.

4. Any additional work resulting from defects in the existing installation shall be regarded as additional work and charged separately.

5. The customer remains responsible for the overall condition and safety of the existing installation, unless otherwise agreed in writing.

    

Article 6 – Commencement, Progress and Delay of the Work

6.1 Commencement of the Work

1. The contractor shall commence the work on the agreed date or as soon as all necessary information, materials and circumstances are available to perform the work.

2. If no specific commencement date has been agreed, the contractor shall carry out the work within a reasonable period after the agreement has been formed, depending on the nature and scope of the work.
   
   

6.2 Performance and Progress

1. The contractor shall endeavour to carry out the work within the agreed period; however, this period shall be indicative only and shall not be a strict deadline, unless expressly agreed otherwise in writing.

2. The work shall be carried out under normal circumstances, meaning circumstances without obstacles such as lack of access, facilities or safety, and during regular working hours, unless otherwise agreed.
   
   

6.3 Delay Caused by the Customer

1. If performance of the work is delayed as a result of circumstances attributable to the customer, including:

• • failure to provide the necessary information in good time;
  • the absence of required facilities or access;
  • failure by the customer to fulfil their obligations;

the contractor shall be entitled to suspend performance of the work and to charge the resulting costs and delay to the customer.

6.4 Delay Caused by Unforeseen Circumstances

1. If, during performance of the work, unforeseen circumstances arise that delay or prevent the work, the contractor shall be entitled to:

• • suspend performance of the work;
  • adjust the schedule;
  • treat additional work as such.

2. The contractor shall inform the customer of such circumstances as soon as possible.
   
   

6.5 Interruption of the Work

1. If the work is temporarily interrupted at the customer’s request, the contractor shall be entitled to charge the costs arising from this interruption, including:

• • demobilisation and remobilisation;
  • additional travel time;
  • storage of materials.
    
    

6.6 Exceeding Deadlines

1. Exceeding an agreed deadline shall not entitle the customer to compensation or termination of the agreement, unless there is intent or gross negligence on the part of the contractor.
   
   

6.7 Termination Due to Insufficient Progress

1. If performance of the work becomes impossible or is significantly delayed due to circumstances attributable to the customer, the contractor shall be entitled to terminate the agreement in whole or in part, with entitlement to reimbursement of costs already incurred and work already performed.

    

Article 7 – Completion and Acceptance of the Work

7.1 Completion of the Work

1. The work shall be deemed to have been completed at the moment when:

• • the work has, in the contractor’s opinion, been completed; and
  • the customer has accepted the work; or
  • the customer has actually put the work into use.

2. If the customer does not respond within a reasonable period after completion of the work to a request for completion, the work shall be deemed to have been accepted.
   
   

7.2 Inspection and Acceptance

1. The customer is required to inspect the work on completion and to report any visible defects immediately.

2. Minor defects that do not prevent use of the work shall not constitute grounds for refusing completion.

3. If the customer rejects the work, they must do so with reasons and in writing, stating the alleged defects.
   
   

7.3 Remedying Defects

1. The contractor shall remedy the reported defects, insofar as technically feasible and covered by the warranty, within a reasonable period, depending on the nature and scope of the work.

2. The customer must give the contractor the opportunity to remedy the defects.
   
   

7.4 Transfer of Risk

1. The risk of damage to the work shall pass to the customer at the moment of completion.
   
   

7.5 Work Not Accepted

1. If the customer does not accept the work or frustrates completion, the contractor shall be entitled to:

• • deem the work to have been completed;
  • terminate the work;
  • charge the full agreed price.
    
    

7.6 Use Before Completion

1. If the customer puts all or part of the work into use before completion, that part of the work shall be deemed to have been completed.

    

Article 8 – Payment and Financial Obligations

8.1 Payment Term

1. Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing.

2. Payment must be made without suspension, discount or set-off.
   
   

8.2 Payment by Instalments

1. The contractor shall be entitled, depending on the nature and scope of the work, to require payment by instalments, for example:

• • an advance payment before commencement of the work;
  • one or more instalments during performance;
  • a final account after completion of the work.

2. If payment by instalments has been agreed, those instalments must be paid in accordance with the arrangements set out in the agreement or quotation.
   
   

8.3 Late Payment

1. If the customer fails to pay within the agreed period, they shall be in default by operation of law without any further notice of default being required.

2. From that moment, the customer shall owe statutory interest on the outstanding amount.

3. In addition, the customer shall be obliged to reimburse all judicial and extrajudicial collection costs in accordance with the applicable statutory rules.
   
   

8.4 Suspension of Work

1. The contractor shall be entitled to suspend performance of the work if:

• • the customer fails to meet their payment obligations on time;
  • there are reasonable grounds to fear that the customer will not pay.

2. All costs and delays arising from such suspension shall be borne by the customer.
   
   

8.5 Security and Advance Payment

1. The contractor shall be entitled to require the customer to make full or partial advance payment or to provide security if there is reason to do so.

2. If the customer refuses to provide the requested security, the contractor shall be entitled to suspend or terminate the agreement.
   
   

8.6 Final Account

1. After completion of the work, a final account shall be prepared setting out all amounts due, including:

• • the agreed price;
  • additional and reduced work;
  • any additional costs.

2. The final account must be paid within the agreed payment term.
   
   

8.7 Complaints and Payment

1. Submitting complaints or objections regarding the performance of the work shall not suspend the customer’s payment obligation, unless expressly agreed otherwise in writing.
   
   

8.8 Retention of Title

1. All materials supplied shall remain the property of the contractor until full payment has been made.
   
   

8.9 Right of Retention

1. The contractor may retain materials or work in their possession until full payment has been made.

    

Article 9 – Warranty, Liability and Complaints

9.1 Warranty on Work

1. The contractor warrants that the work carried out complies with the agreement and is performed in accordance with the requirements of proper and sound workmanship.

2. The work carried out is covered by a warranty of 12 months after completion, unless otherwise agreed in writing.

3. For materials and parts supplied by the contractor, only the warranty provided by the manufacturer or supplier shall apply.
   
   

9.2 Warranty Exclusions

1. The warranty shall lapse if:

• • defects are the result of incorrect or improper use;
  • alterations or repairs have been carried out by third parties;
  • the installation has been used contrary to the applicable regulations;
  • normal wear and tear or ageing is involved.
    
    

9.3 Complaints

1. The customer is required to inspect the work on completion and to report any visible defects immediately, in accordance with Article 7.

2. Complaints about non-visible defects must be reported in writing within a reasonable period, and in any event no later than 14 days after discovery.

3. Complaints shall not suspend the customer’s payment obligation, unless otherwise agreed in writing.
   
   

9.4 Remedying Defects

1. If a complaint is justified, the contractor shall remedy the defects within a reasonable period, depending on the nature and scope of the work, insofar as they are covered by the warranty.

2. The customer must give the contractor the opportunity to inspect and remedy the defect.
   
   

9.5 Liability

1. The contractor’s liability shall be limited to the amount paid out by the liability insurer in the relevant case.

2. If no payment is made by the insurer, liability shall be limited to the invoice amount for the relevant work.

3. The contractor shall not be liable for:

• • consequential loss;
  • defects in existing installations, as described in Article 5.5;
  • damage caused by incorrect information from the customer, as described in Article 5.3.

4. The limitations set out above shall not apply in cases of:

• • intent or gross negligence;
  • personal injury;
  • statutory obligations.
    
    

9.6 Exclusion of Loss

1. The contractor shall not be liable for:

• • indirect loss, including consequential loss, business interruption loss or lost savings;
  • damage resulting from defects in existing installations, as described in Article 5.5;
  • damage arising from incorrect or incomplete information provided by the customer;
  • damage resulting from use of the installation contrary to instructions or regulations.
    
    

9.7 Limitation Period for Liability

1. Any claim by the customer for damages shall lapse if it is not notified to the contractor in writing within 12 months after the damage arose, unless mandatory law provides otherwise.

    

Article 10 – Force Majeure, Suspension and Termination of the Agreement

10.1 Force Majeure

1. The contractor shall not be obliged to fulfil any obligation under the agreement if they are prevented from doing so by force majeure.

2. Force majeure means any circumstance beyond the contractor’s control and influence that temporarily or permanently prevents performance of the agreement, including but not limited to:

• • failures in electricity supplies;
  • problems with the supply of materials;
  • illness or incapacity for work;
  • extreme weather conditions;
  • government measures;
  • unsafe situations at the workplace.

3. In the event of force majeure, the contractor shall be entitled to suspend performance of the work for as long as the force majeure situation continues.

4. If the force majeure situation lasts longer than a reasonable period, both parties shall be entitled to terminate the agreement in whole or in part, without any obligation to pay compensation.
   
   

10.2 Suspension

1. The contractor shall be entitled to suspend performance of the agreement if:

• • the customer fails to fulfil their obligations;
  • the customer fails to fulfil their obligations;
  • the customer fails to pay on time;
  • the customer provides insufficient cooperation;

2. circumstances arise that prevent the work from being carried out safely.
   
   

10.3 Termination of the Agreement

1. The contractor shall be entitled to terminate the agreement in whole or in part if:

• • the customer is seriously in breach of their obligations;
  • performance of the agreement becomes impossible;
  • circumstances arise that make continuation of the agreement unreasonable.

2. If the agreement is terminated, the contractor shall be entitled to reimbursement of:

• • the work already performed;
  • costs incurred;
  • materials ordered and supplied;
  • any damage resulting from the termination.
    
    

10.4 Termination at the Customer’s Request

1. If the customer terminates or cancels the agreement in whole or in part, they shall be obliged to reimburse in full the costs already incurred and the work already performed.
   
   

10.5 Safety and Termination

1. If, during performance, it becomes apparent that the work cannot be carried out safely, the contractor shall be entitled to suspend the work temporarily or permanently.

2. In that case, the contractor shall be entitled to reimbursement of the work already performed and costs incurred.

    

Article 11 – Disputes and Applicable Law

11.1 Applicable Law

1. All offers, agreements and work of the contractor shall be governed exclusively by the laws of the Netherlands.
   
   

11.2 Amicable Resolution

1. The parties shall endeavour to resolve disputes arising from or connected with the agreement in the first instance by mutual consultation.
   
   

11.3 Dispute Resolution

1. If a dispute cannot be resolved by mutual consultation, the customer shall be free to submit the dispute to:

• • the competent civil court;
  • or, if applicable and desired, a recognised disputes committee for installation work.
    
    

11.4 Competent Court

1. Disputes shall be submitted to the competent court in the district where the contractor is established, unless mandatory law provides otherwise.
   
   

11.5 Time Limit for Disputes

1. Disputes must be brought within a reasonable period after they have arisen. If a dispute is not notified in good time, this may have consequences for its handling.
   
   

11.6 Evidence and Communication

1. All communications and arrangements between the parties, including e-mails, messages and quotations, may be used as evidence in the context of a dispute.

    

Article 12 – Final Provisions

12.1 Validity of Provisions

1. If one or more provisions of these general terms and conditions are wholly or partly void or are annulled, this shall not affect the validity of the remaining provisions.

2. In that case, the parties shall consult with one another to agree a replacement provision that reflects the purpose and intent of the original provision as closely as possible.
   
   

12.2 Order of Precedence of Documents

1. If the agreement, quotation or order confirmation contains deviations from or additions to these general terms and conditions, those deviations or additions shall prevail over the provisions of these general terms and conditions.

2. In the event of any inconsistency between different documents, the following order of precedence shall apply:
   1. written agreement or order confirmation
   2. quotation
   3. these general terms and conditions
      
      

12.3 Amendment of the Terms and Conditions

1. The contractor shall be entitled to amend or supplement these general terms and conditions.

2. Amendments shall not apply to agreements already concluded, unless the parties expressly agree otherwise.
   
   

12.4 Application and Interpretation

1. Uncertainties regarding the interpretation or content of one or more provisions of these general terms and conditions shall be resolved in accordance with the spirit of these terms and conditions and in a manner that is reasonable between the parties.

2. If a situation arises that is not regulated in these general terms and conditions, that situation shall be assessed according to standards of reasonableness and fairness and in line with the nature of the agreement.
   
   

12.5 Version and Availability

1. These general terms and conditions apply in the version in force at the time the agreement is formed.

2. The general terms and conditions shall be made available to the customer before or at the time the agreement is entered into, or shall be sent free of charge upon request.