Making the “Small Print” Large – General Terms and Conditions

Article 1 General

1. These conditions apply to every offer, estimate and contract agreed upon between Daviza Tours VOF, hereafter referred to as “Company” and a “Client” to whom the company has presented these conditions, insofar as no other written agreement between them expressly deviates from those conditions.
2. The Company agrees to fulfil the conditions which it undertakes with respect to its Clients, also when third parties provide services on its behalf.
3. The Company’s agreement to fulfil the conditions which it undertakes with respect to its Clients applies to all of its employees as well as to its director(s).
4. The Company will not accept any other conditions which its Client(s) may demand of it apart from those which are printed here.
5.  Should any party declare one or more of these conditions in part or in full to be null or void, or should they in any other way be destroyed, they still remain fully applicable as determined here. In cases of dispute, the Company and Client shall work together to arrive at a renewed agreement whereby these original conditions shall continue, insofar as that is possible, to provide the basis.
6.  Accordingly, whenever a disagreement may arise, both parties obligate themselves to work toward its resolution in the spirit of the general conditions as they are set down here.
7. Consequently, both parties agree to resolve any situation that may arise in the spirit of these conditions also when the situation in question is not expressly provided for or covered by them.
8. The fact that the Company in some cases may choose not to insist on the fulfilment of one or more conditions as set down here does not in any way void its right to insist upon their complete fulfilment in other cases, as it may deem fit.

Article 2.  Advertised Prices and Offers

1. The Company reserves the right to change any of its prices or quotes unless it expressly guarantees that they will not change within a particular period of time. It is also free to withdraw any product upon which a quoted price is based if the product in question is no longer available.
2. The Company can also not be held to the terms of a stated product or quoted price if it can reasonably demonstrate to the Client that their advertisement, in part or in full, contains an apparent misunderstanding or an error of description.
3. The Company’s advertised prices and quotations always include the Dutch BTW Valued-Added Tax and all other legal taxes as well as whatever other costs may accrue involving the tours and accommodations it offers plus postal and administration costs, unless stated otherwise.
4. Once its conditions are accepted, the Company is only bound to offer its tours exactly as they are described on its website or elsewhere when it is actually capable of doing so. It always reserves the right to alter the tour itinerary and other tour details at its own discretion, offering alternatives of equal value in their place.

5. Any total price quotation that comprises a number of separate costs cannot bind the Company to the performance of a part of that total at its proportionate price. Price quotations are not necessarily valid for future bookings.

Article 3 - Length of Contract Period, Execution and Changing of the Contract, Price Rises

1. The agreement between the Company and the Client has no terminal date, unless the nature of the agreement indicates otherwise or both parties expressly determine otherwise in written form.
2. If the completion of certain tasks or the delivery of certain goods is a part of the agreement, no terminal date can be attached to either which would render this contract null and void. If the Company fails to honor an agreed-upon date, the Client must inform it of that fact in writing. In that case, the Company must be given a reasonable amount of time within which to honor its promises as stated in the contract.
3. The Company reserves the right to employ third parties on its own behalf for the provision of goods and services.
4. The Company is entitled to complete the terms of its agreement in various phases, in which case it may bill the Client separately as each phase of the agreement is completed.
5. If the agreement should be completed in phases, as described above, the Company reserves the right not to continue with the implementation of the following phase until the Client has indicated his approval of the phases foregoing in writing.
6. In case the Company should require information from the Client in order to carry out its obligations, its activities therein concerned shall be said to begin only when the required information has been received and not before.
7. If, during the carrying out of the Company’s obligations, it should become apparent that executing them in a reasonable fashion requires changing certain terms of this agreement, then both parties shall consult with each other in a timely fashion in order to alter them as may be deemed desirable. Should the nature, extent or substance of this agreement be altered quantitatively or qualitatively, whether or not at the request of the Client or the invested authorities, it is understood that such alterations can have consequences for this agreement whereby an originally stated price may have to be raised or lowered. The Company shall in such cases communicate the altered price as early as possible to the Client. Any change to this agreement can also have consequences for the estimations of time periods within which any of the Company’s undertakings are supposed to be completed. The Client agrees in all such cases to accept such necessary alterations to the original agreement, thus also to possible changes of price and other details concerning the way in which the Compo nay’s undertakings are supposed to be carried out.
8. If this agreement should be altered or amended, the Company may withhold the execution of its undertakings until one of its authorized deputies indicates that it may begin to carry them out and the Client has agreed to the new terms, price and possible time periods within which they shall be accomplished. The fact that the Company does not carry out, or only partially carries out, any particular of its stated intentions, does not automatically constitute an abrogation of its contractual obligations under this agreement and it cannot therefore be used by the Client as a legitimate reason for breaking the contract.

9. The Company reserves the right, without prejudice, to refuse any request to alter this contract, if, in its judgment, such alteration in any way would negatively effect, in a quantitative or qualitative sense, its ability to carry out its undertakings.

10 . Should the Client clearly fail to adhere to any of his or her obligations to the Company, then the Client becomes liable for all the possible damages and costs which may directly or indirectly be suffered by the Company as a consequence thereof.
a.) the Client’s failure to pay the Company monies owing within the stated time limit, thereby jeopardizing the possibility of the tour’s taking place, its taking place on time and/or the Company’s contractual undertakings with possible third-parties. b.) the Client’s failure to appear at expected times and places both at the beginning and during the extent of the tour, thereby jeopardizing the Company’s proper running and execution of the Tour c.) behavior on the part of the Client toward one or more of the other Tour members or toward the Company’s representatives and/or toward third-party contractees or any others which, in the Company’s judgment, jeopardizes the proper running and execution of the Tour. The Company reserves the right to exclude from the Tour any Client whose behaviour in its judgment jeopardizes the proper running of the Tour or brings its good name into disrepute.”

11 . The Company reserves the right to raise its price under the following conditions:
- if the contract has been altered or amended.
- if the Company should be required to raise its prices because of an unforeseen obligation that is required by law.
- in any other case, in which case the Client, as a private customer and not in his or her capacity representing a company, can negate the contract by written means if the price rise in question should exceed 10% of the original price agreed on and takes place within 3 months of the signing of the contract, unless the Client should still be willing to accept its original terms or can agree with the Company that the product in question shall be delivered or executed more than 3 months after the contract’s signing.

Article 4 - Suspension, Abrogation or Premature Cancellation of the Contract

1. The Company has the right to suspend its contractual obligations or to immediately dissolve the contract under the following conditions:
- the Client fails to honor, in part or in full, his or her obligations according to the contract within the time period agreed upon;
- The Company comes into possession of information after the contract has been signed, that gives it good grounds to fear that the Client will not honor his or her contractual obligations;
- In cases where the Client has been requested to provide additional security regarding the honoring of his or her obligations, but has failed to do so in part or in full;
- In cases where delay on the part of the Client gives the Company reason to believe that the Client’s obligations will not be fulfilled within the stated time-period;
- In cases where such circumstances arise that the Company can no longer reasonably be expected to fulfil the original contract without alteration of its terms;
2. Should the Client cause the dissolution of the contract, the Company has the right to claim full restitution for any damages, including costs, which are directly or indirectly its consequence.
3.  Should the contract be dissolved, the Company’s claims upon the Client may be immediately demanded. Should the Company suspend fulfilling its obligations of the contract, it nevertheless maintains its rights to the agreements therein contained, and to any other right accorded it by law.
4. Should the Company decide to abrogate or suspend the contract as described under this article, it is not in any way required to restitute damages and costs which may thereby accrue, whereas the Client, in default, is required to render compensation and indemnification for damages that may arise. 
5. Should the Company cancel the contract before all of its obligations have been fulfilled, than it will ensure, in consultation with the Client, that third-parties will continue to carry them out in its stead, except when the cancellation is owing to the Client’s failure to fulfil his or her contractual obligations. When such is the case and the Company proceeds to cancel the contract, any costs that may be involved in transferring the Company’s activities to possible third parties are to be borne by the Client. The Company will communicate these to the Client beforehand insofar as that is possible. The Client is then required to pay the costs involved within the time-period set by the Company, unless the Company determines otherwise.
6. In case a Client’s company should be liquidated,  protected by law from its creditors, declared bankrupt or its goods seized, or for other reasons is prevented by law from making payments due, and the period of time in question exceeds that of 3 months, then the Company is free to annul the contract immediately, without any obligation whatsoever as to the payment of possible damages or indemnification. The Company’s claims against the Client are then immediately claimable.
7. Should the Client cancel an order already placed either in part or full, then the cost of the order, increased by its attendant preparation, labor and ancillary costs, shall be charged in full to the account of the Client.

Article 5 Force Majeur

1. The Company cannot be held responsible for the fulfilment of any of its obligations toward the Client if it has been prevented from doing so by causes or circumstances beyond its control (force majeur) and is not required to fulfil them by any law, judicial decision or current usage.
2. In these general terms and conditions “force majeur” will be understood to mean all external causes, expected or unexpected, upon which the Company cannot exert any influence and by which it is prevented from fulfilling its contractual obligations. The Company also has the right of protection under the concept of “force majeur” when it is prevented from completing a contractual obligation that was supposed to have been completed before the incident of force majeur occurred.
3. During the period of force majeur the Company has the right to suspend its activities. If the period lasts longer than 2 months, both parties reserve the right to annul the contract, without being liable to pay possible damages or indemnification to the other party.
4. If the Company has already partially completed the terms of its contract, or is about to, when the period of force majeur begins, and the partially completed or about to be completed work can be said to have its own, assessable and individual value, then the Company has the right to separately bill the Client for the value of that assessment. The Client is then required to pay the bill as if a separate agreement had been entered upon only for the partially completed work.

Article 6 - Payment and Collection Costs

1. Payment must be made with 14 days after billing, according to the Company’s instructions and in the indicated currency, unless the Company specifies otherwise. The Company is entitled to send multiple bills at set periods of time, each of which represents an equal part of the total bill.
2. Should the Client be late in making payment, that is grounds for default according to law. In the normal case of consumers purchasing a product, interest can be charged up to and including the legal maximum allowed. In all other cases it will be charged at the rate of 1% per month unless the legal maximum is higher, in which case the legal maximum will apply. The interest that has accrued over the outstanding balance will be calculated as of the moment that payment is late until the moment that sum outstanding has been paid in full.
3. The Company has the right to subtract any payments made by the Client from the costs it has made owing to the late payment, consequently from the interest thereupon accrued and finally from the amount outstanding and current interest.
4. The Company may, without failing in its obligations to the Client, refuse any offer of payment should the Client insist on a different order of subtraction than that specified in the article above. It may refuse to accept a full and complete payment if the sum offered should fall short of satisfying all of the past and current interest accrued, as well as any additional collection costs.
5. Any complaint or protest that may be made regarding the amount of the Company’s bill cannot be accepted as a lessening or annulment of the Client’s continuing obligation to satisfy the Company’s demand for payment.
6. Should the Client remain in temporary default of payment, then he or she remains responsible for all reasonable additional costs not provided for in law which may be a consequence thereof. Such costs will be calculated according to the fees which are customary at that moment in the Dutch collection industry, as further described in Rapport Voorwerk II. Should the Company’s costs because of delayed payment exceed those which may be deemed reasonable, then the extra amount will be deducted from the total instead. Any other legal or bailiff’s costs will also be charged against the Client, who will, in addition, be expected to pay the collection costs plus any interest they may have generated.

Article 7 - Property Conditions

1. All goods and services agreed upon in this contract remain the property of the Company until the Client fulfils his or her obligations toward the Company as the contract stipulates.
2. These goods and services as named in clause 7.1 above may never be sold by the Client to third parties, nor may they be used as a means of payment. The Client has no right to rent or lease them, or to encumber them in any other way.
3. The Client undertakes to do everything within reason to ensure the safety of the Company’s property.
4. Should third parties seize any of the Company’s property, or assumed rights to its property in any way, the Client promises to advise the Company of this as soon as possible.
5. The Client undertakes to insure against fire, explosion and theft all of the Company’s goods and services that he or she may use within the terms of this contract, and to show the Company the insurance policy upon the Company’s first request to see the same. Should the insurance company make payment against a claim, all such monies belong to the Company. The Client agrees to do everything within his or her power to cooperate with the Company regarding everything that may need to be clarified, communicated or settled within this particular context.
6. Should the Company decide to exercise its power of ownership regarding any of its property as determined within this contract, the Client unconditionally agrees beforehand to accede to any of the Company’s requests, or those of any third parties which may be legitimately acting on its behalf, to enter any of those places where said property may be located and to remove it, as the Company may see fit.
Article 8 - Guarantees, Inspection and Right of Complaint
1. The Company’s goods and services satisfy all of the usual standards and norms that can be reasonably expected at the moment of delivery, and for the purpose of normal use within the Netherlands. Said guarantee is only applicable to goods and services that will be used within the Netherlands. Good and services used outside of the Netherlands require the user to ascertain whether they are suitable for foreign applications and whether they fulfil the legal conditions that may be required of them there. In that case, the Client can propose other guarantee conditions pertaining to the goods and services which the Company undertakes to fulfil.
2.  The guarantee referred to in clause 1 of this Article is valid for the duration of the trip, unless the nature of the goods to be delivered dictates otherwise or the parties agree otherwise. Whenever the guarantee involves the product of a third party, it extends no further than the product itself, unless otherwise indicated. After the expiry of the guarantee, the Client alone will be liable for all repair costs, and any substitutions, administration-, transport- or delivery costs which are no longer covered.
3.  The guarantee is annulled should a claim upon it be made that is owing to the Client’s thoughtless or incorrect use of the Company’s property or any use of its property after a date of expiration, or owing to faulty storage or maintenance of the Company’s property, either by the Client or someone else acting on his or her behalf; or when, without the Company’s written permission, the Client or a third party acting on his or her behalf in any way alters or attempts to alter the Company’s property in any way; or when the Client or said third party attaches anything to the Company’s property which should not be attached to it; or when the Client or said third party defaces, covers up or in any other way alters either the appearance or the structural integrity of the Company’s property by using it in any other way than the instructions for use indicate. Nor can the Client make any claim against the guarantee if the grounds therefore are based on circumstances which were beyond the Company’s control, such as weather conditions (e.g., extreme raininess or extreme temperatures), etc.
4.  The Client is required to examine the Company’s goods and services at the moment that they are delivered in order to ensure that their quality and quantity are according to the terms of the contract and satisfy the parties’ agreement with each other. Any faults that are found must be submitted in writing to the Company within two months of their being discovered. Submission must include a description of the fault(s) that is as detailed as possible, so that the Company can respond adequately. The Client also makes it possible for the Company to undertake its own investigation of the complaint that has been made.         
5.  No claim made under the terms of  this guarantee that voids the Client’s obligation to pay the Company for goods and services rendered. In such cases, the Client still remains a party to the original contract and must fulfil all of its requirements, including the further payment within the normal period allotted of any monies still owing.
6. The Client has no rights under the guarantee for any claims made after the two-month period referred to in clause 4 above, unless the circumstances of the  situation that has arisen require an extension of that period.
7. Should it become clear that the Company is at fault regarding a claim that is made within the two month period, it shall rectify said fault within a reasonable period of time as of the return of the damaged goods in question, or, when such return is not possible, as of the Client’s written complaint thereto pertaining. The Company shall decide, at its discretion, whether repair or exchange is indicated. In cases of exchange the Client is obligated to return the original goods in question to the Company’s ownership, unless the Company directs otherwise.
8. Should  a claim upon the guarantee be judged groundless, all costs which the Company may have been incurred in evaluating its validity shall be borne by the Client.

Article 9  - Liability

1. If the Company is judged liable, such liability shall be limited by the terms and conditions as described in this Article.
2. The Company cannot be held liable for damage of whatever kind that may be caused owing to incorrect or incomplete information supplied to it by the Client.
3. The Company is only liable for directly incurred damages.
4. Under directly-incurred damages, the following is understood:
• the reasonable costs for determining the cause and extent of the damage, insofar as the determination is relevant according to the spirit of this contract;
• possible reasonable costs which may be incurred because of the Company’s poor performance within the terms of this contract, insofar as the Company  can be held responsible for said performance;
• reasonable costs incurred in order to prevent damage or to limit its extent, insofar as the Client can show that these costs directly led to a limitation of damages as these are understood by the present terms and conditions;
5. The Company is never responsible for indirect damage, which includes consequential damage, loss of income or savings and damage caused by commercial or any other kind of stagnation. In case of consumer purchase, this limitation does not extend beyond the terms permitted by article 7:24, clause 2 BW.
6  Should the Company be responsible for the damage, its liability may never exceed three times the amount of its bill. In any case not more than three times the cost of that portion of the bill under which the damage may be said to have occurred.
7. The Company’s liability is in all cases limited to the maximum amount which its insurer is willing to disburse for the damage incurred.
8. The limitations of liability referred to in this article do not apply if the damage can be blamed on the Company’s gross negligence or on that of any of its directors.

Article 10 -  Statute of Limitations

1. As an exception to the usual statute of limitations as defined by law, the statute of limitations for all complaints or claims upon the Company and any third parties it employs, shall be one year.
2.  The determination of Article 10.1 above does not include cases in which the Company bears arguable responsibility according to the terms of this contract. In these cases the statute of limitations as defined in Article 10.1 above shall be two years as of the moment that the Client has informed the Company of its claim.
Article 11 – Transferral of Risk
1. Any risks involving loss, damage or devaluation of property are to be borne by the Client whenever they issue from  an exercise of power that has been transferred to the Client.
 
Article 12 - Exemptions

1. The Client exempts the Company from possible claims made by third parties who, during the execution of the Company’s activities, may suffer damages which the Company itself has not caused.
2. Should the Company be held liable by third parties in such cases as described in !2.1 above, the Client undertakes to support the Company both in a personal and legal sense, and to do everything in support of the Company’s interest that may be reasonably expected. Should the Client fail to take adequate measures to protect the Company’s interests, then the Company has the right and incurs no liability, if it takes those measures on its own behalf. In such cases, all costs and damages which the Company or others may incur, shall be at the Client’s risk and laid to his or her account.

Article 13 - Intellectual Property

1. The Company maintains all rights which are its by law insofar as the authorial copyright law and other intellectual property rights are concerned. The Company reserves the right to employ the knowledge it has gained through the execution of this contract for any other purpose, the communication to third parties of strictly confidential information concerning the Client excepted.
Article 14 – Applicable Law and Disputes
1. The Company only accepts as validly binding the current laws of the Netherlands, also when a contract to which it is a party, in part or in whole is fulfilled outside of the Netherlands, or when one or more parties to the contract resides in a country other than the Netherlands. It expressly denies the applicability of the Vienna Purchase Contract.
2. The parties to this contract agree that they shall not go to law against each other in cases of dispute until they have exhausted every possibility of reaching an out-of-court settlement.

Article 15 – Place of Registration and Amendments

1. The terms and conditions are registered with the Chamber of Commerce in Haarlem, the Netherlands.
2. Only the most recently registered version of these terms and conditions is applicable, in this case the version that was valid at the time that the Company and the Client entered into agreement with each other.
3. The Dutch text of these general terms and conditions shall always take precedence in all matters of legal interpretation.