Article 3 – Rates and Quotation

1. The Contractor works on the basis of a quotation. The quotation sets out the applicable rates, such as hourly rates, prices per container, prices per unit and other charges.
2. The quotation shall be provided to the Client in writing prior to the commencement of the work.
3. The quotation is non-binding and valid for 30 days from the date of issue, unless otherwise stated.
4. By placing an order with the Contractor — whether verbally, in writing or by effectively granting access to the site — the Client accepts the applicable rates.
5. Quotations do not automatically apply to new or amended assignments.

Article 4 – Formation of the agreement

1. An agreement is formed at the moment the client places an order with the contractor, or at the moment the contractor actually commences work at the client’s request or with the client’s consent.
2. Verbal instructions are binding. The contractor shall confirm a verbal instruction in writing as soon as possible. If the client does not raise any objection within two working days of confirmation, the confirmation shall be deemed correct.
3. The content of the assignment is determined by the quotation and these general terms and conditions, as well as any written agreements.

Article 5 – Prices and invoicing

1. All rates are quoted in euros and exclude VAT, unless otherwise agreed in writing.
2. The invoice is drawn up on the basis of the work actually carried out, the actual number of containers cleaned or treated, and the actual hours worked, calculated at the agreed rates.
3. If the number of containers or the scope of the work is not known at the start, invoicing will be based on the actual numbers and hours worked.
4. For ongoing contracts, the contractor will invoice on a weekly basis, unless otherwise agreed in writing. The invoice relates to the work carried out during the week in question.
5. For one-off or occasional assignments, the contractor shall invoice upon completion of the work, unless otherwise agreed in writing.
6. Any additional work falling outside the agreed rates shall be reported to the client in writing as soon as possible and charged separately at the rates applicable at that time.

Article 6 – Changes to Rates

1. The Contractor is entitled to index rates annually on the basis of the CBS wage index or a comparable index. The Client shall be notified of any indexation in writing no later than 30 days before it takes effect.
2. Other rate changes shall be notified to the Client in writing no later than 30 days prior to their entry into force, stating the reason and the new rates.
3. The Client has the right to object in writing to a rate change within 14 days of the notification. In that case, the parties shall enter into consultation to reach a solution acceptable to both parties.
4. If the parties fail to reach agreement within 30 days of the objection, either party is entitled to terminate the agreement, subject to the notice period set out in Article 20.
5. The existing rates shall remain in force for the duration of the consultation.

Article 7 – Payment and payment terms

1. Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing.
2. The payment terms are strict deadlines. Upon their expiry, the client shall be in default by operation of law, without the need for a further notice of default.
3. Payment shall be made without any deduction, discount or set-off.
4. The contractor may require payment in advance or the provision of security before commencing or continuing work.

Article 8 – Consequences of late payment

1. In the event of late payment, the client shall owe statutory commercial interest (Article 6:119a of the Dutch Civil Code) from the due date of the invoice.
2. The client shall also be liable for extrajudicial collection costs in accordance with the Extrajudicial Collection Costs (Remuneration) Decree.
3. In the event of default, the contractor is entitled to suspend all ongoing work until full payment has been made, without liability for any damage resulting from such suspension.
4. In the event of bankruptcy, suspension of payments, liquidation or attachment, all claims of the contractor become immediately due and payable.

Article 9 – Client’s right to suspend performance

The Client expressly waives the right to suspend the performance of any obligation arising from this agreement.

Article 10 – Set-off

The Client expressly waives the right to set off a debt owed to the Contractor against a claim against the Contractor.

Article 11 – Use of the Client’s Equipment

1. Should the Contractor make use of the Client’s equipment, this shall be done exclusively on the basis of the Client’s written consent.
2. The Client warrants that the equipment made available is safe, sound and fit for the intended purpose, and complies with all applicable laws and regulations, including health and safety legislation.
3. The Client shall ensure that the material made available is covered by valid and adequate insurance.
4. The Contractor shall handle the Client’s material with due care, but shall not be liable for damage to or loss of such material, unless there is intent or wilful recklessness on the part of the Contractor.
5. The Client shall inform the Contractor in advance of any known defects or special characteristics of the equipment. Any damage resulting from the concealment of such defects or characteristics shall be borne by the Client.
6. If the Client’s equipment fails or proves unusable during the work, the Contractor is entitled to suspend the work. The time already spent shall be charged in full.

Article 12 – Cancellation of the contract

1. The Client is free to terminate the contract with Sherman’s Cleaning Service B.V. at any time.
2. If the Client cancels the contract, the Client is obliged to pay the remuneration due and the expenses incurred by Sherman’s Cleaning Service B.V.

Article 13 – Safety and working conditions

1. The Client shall ensure that the working environment complies with all applicable safety and health and safety legislation.
2. The Client shall provide, in good time, all relevant safety regulations, access procedures and other instructions applicable to the site.
3. If the Contractor finds that the working environment is unsafe, it shall be entitled to suspend the work until the situation has been rectified.
4. The time already spent shall be charged.
5. Damage or injury resulting from the Client’s failure to comply with paragraphs 1 and 2 shall be at the Client’s expense and risk.

Article 14 – Environment and waste disposal

1. The Client is responsible for the proper disposal of waste materials generated, including rinse water, cleaning agents and other residues, unless otherwise agreed in writing.
2. If the contractor is responsible for waste disposal, this shall be carried out in accordance with the applicable environmental legislation. The costs will be charged separately, unless included in the quotation.
3. The client indemnifies the contractor against any claims arising from incorrect waste disposal for which the client is responsible.

Article 15 – Cancellation of the assignment

1. The Client is entitled to terminate an assignment in writing at any time.
2. In the event of cancellation, the Client is obliged to pay:
   • all work already carried out, based on the agreed rates;
   • all costs already incurred and which cannot be avoided;
   • reasonable compensation for loss of profit in respect of the part of the assignment yet to be carried out.
3. The Contractor shall endeavour to limit the damage resulting from the cancellation.

Article 16 – Obligation to complain

1. Complaints must be reported to the Contractor in writing no later than 14 days after the work has been carried out.
2. The complaint must contain as detailed a description as possible, preferably accompanied by photographic or video material.
3. The Contractor shall respond substantively to complaints received within 14 days.
4. A complaint does not suspend the client’s payment obligation.

Article 17 – Warranty

1. The contractor’s services constitute an obligation to use best efforts. The result depends in part on factors beyond the contractor’s control, such as the condition of the objects to be cleaned, weather conditions and the quality of the materials provided.
2. The contractor guarantees that the work will be carried out in accordance with the standards of good workmanship.
3. If the work demonstrably fails to meet the agreed standard and this can be attributed to the contractor, the contractor shall offer to remedy the shortcoming free of charge, provided that this is reported in good time in accordance with Article 15.

Article 18 – Performance of the contract

1. The services shall be performed at the Client’s premises or at a location designated by the Client. The Contractor has no fixed place of work and is entirely dependent on the accessibility and condition of the Client’s premises for the performance of the work.
2. The Contractor shall carry out the work to the best of its knowledge and ability, in accordance with the requirements of good workmanship.
3. The contractor is entitled to have the work carried out (in part) by third parties, in which case the contractor remains responsible for the quality.
4. The client shall ensure that the contractor has timely and unimpeded access to the site, the equipment to be cleaned and the materials made available.
5. Any additional costs resulting from delayed access or changed circumstances at the site shall be borne by the Client.

Article 19 – Provision of information by the Client

1. The Client shall provide, in good time, all information reasonably necessary for the proper performance of the work, including location details, safety regulations, the condition of the objects to be cleaned and details of the materials made available.
2. The client guarantees the accuracy and completeness of the information provided.
3. Any damage or delay resulting from the provision of incorrect or incomplete information by the client shall be borne by the client.

Article 27 – Termination

1. The Client may terminate the agreement if the Contractor is at fault, provided that the breach justifies termination, the Contractor has been given written notice of default, and a reasonable period for rectification has elapsed without action being taken.
2. The Contractor is entitled to terminate the agreement if the Client fails to fulfil its obligations or fails to do so in a timely manner, or if there are valid reasons not to expect fulfilment.
3. In the event of termination, payment for work already performed is immediately due in proportion to the services rendered.

Article 28 – Force majeure

A failure on the part of the contractor cannot be attributed to him in the event of force majeure within the meaning of Article 6:75 of the Dutch Civil Code.
Force majeure includes, but is not limited to: war, natural disasters, pandemics, strikes, government measures, extreme weather conditions, material shortages, fuel shortages, transport problems and power or internet outages.
In the event of force majeure, the contractor’s obligations shall be suspended for the duration of the force majeure situation.
If the force majeure situation lasts longer than 30 calendar days, the parties shall be entitled to terminate the agreement in writing, without any obligation to pay compensation.
Work already carried out will be invoiced on a pro rata basis.