General Terms and Conditions for the Provision of Services and Performance of Work of Professional Private Security N.V. (PPS)
Article 1
These terms and conditions for the provision of services, the performance of work and payment apply to all agreements which Professional Private Security N.V., hereinafter referred to as PPS, concludes with a principal (the client) with regard to the provision of services, the performance of work and payments for these, as well as to all quotations concerning these services.
The client's own terms and conditions, which the client might wish to declare applicable to the aforementioned agreements and/or quotations, do not apply, unless PPS has expressly accepted those terms in writing, either in whole or in part.
Article 2
Quotations from PPS are binding only if they have been made in writing and accepted in writing by the client. Requests for the provision of services or the performance of work made by the client only give rise to an agreement once those requests have been accepted in writing by PPS.
Article 3
The price of the services to be supplied by PPS may be revised from time to time and adjusted to changes in wages and other employment conditions, in social security contributions, in taxes and in other factors affecting PPS's cost price, insofar as those changes have come about beyond PPS's control.
Article 4
Except in respect of claims that are due and payable, the client is not entitled to apply any discount or set-off to the payment it owes to PPS, nor to suspend or block that payment for any reason whatsoever, whether by attachment in its own hands or otherwise. If payment has not been made within the payment term agreed between PPS and the client, PPS is entitled, as from the date on which that term expired, to charge monthly interest on the outstanding invoice amount or any part thereof, whereby part of a month counts as a full month, without prejudice to all judicial and extrajudicial costs which PPS must incur in order to collect the amount due to it. The interest rate is 1.5% per month or part of a month. The extrajudicial costs amount to 20 (twenty) percent of the outstanding claim. PPS has the right to determine to which debts payments are allocated, but in any event payments will first be deducted from the interest and the costs incurred by PPS. PPS is entitled at all times to require further security for payment from the client.
Article 5
All goods delivered by PPS remain its property for as long as the client has not fully met all of its payment obligations arising from deliveries made. If the client has failed to meet its payment obligations or has not met them on time, PPS has the right, without notice of default, to take back the delivered goods, without prejudice to its right to compensation for costs, damages and interest, while a rental fee may also be charged for the period during which the goods were in use by the client.
Article 6
Complaints will only be dealt with by PPS if submitted in writing within 8 (eight) days after delivery of the goods. A complaint does not suspend payment obligations.
Article 7
If no minimum period has been agreed between the parties during which PPS is to provide the agreed services and perform the agreed work for the client, both parties are entitled to terminate the agreement subject to a notice period of fourteen working days. If such a period has been agreed, either party may, unless otherwise agreed between the parties, terminate the agreement up to no later than one calendar month before the expiry of that period. After that period expires, an agreement that has not been terminated continues for an indefinite period, unless otherwise agreed between the parties. PPS is entitled to cease (or cause the cessation of) its work for the client immediately and, where applicable, to terminate the agreement, if complying with the client's wishes or instructions would result in acts or omissions by PPS that conflict with a law or any other government regulation. In urgent cases requiring an immediate decision, PPS's personnel are authorised to refuse to comply with the client's aforementioned wishes or instructions, without this resulting in PPS being deemed to be in breach of contract.
Article 8
Both parties are entitled to terminate the agreement concluded between them at any time and with immediate effect by giving notice if:
- the other party is seriously culpably in default in meeting its obligations under the agreement;
- the other party is declared bankrupt or applies for a moratorium on payments, without prejudice to the possibility, in the case referred to under (a), of applying for judicial dissolution of the agreement concluded.
Article 9
Delivery times stated by PPS are always without obligation.
Article 10
PPS will not be liable for failing to provide the agreed services, or for not providing them properly, nor for failing to perform the agreed work, or not performing it properly, where this is the result of force majeure. Force majeure includes, among other things: war, state of war and state of siege, civil war, rebellion, revolution, insurrection, military or other seizure of power, violence whether or not involving the use of firearms, looting connected with any of the foregoing, vandalism, strikes, lock-outs, labour disputes, squatting actions, weather conditions, traffic congestion, breakdowns in the means of transport or technical equipment used by PPS — without prejudice to PPS's obligation to remedy such breakdowns as far as possible — the unavailability in Suriname of materials, parts and other requisites, and in general any cause which cannot reasonably be attributed to PPS.
Article 11
PPS is never liable for damage that is unavoidable given the method of working applied, if no objections to that method of working have been raised by or on behalf of the client, or if the urgency demanded by or on behalf of the client necessitates that method of working.
Article 12
Without prejudice to PPS's own liability, PPS's employees will not be personally liable towards the client in respect of their acts or omissions during the performance of their services, unless the damage was caused intentionally and unlawfully.
Article 13
PPS's liability, insofar as it is not excluded in other articles of these terms or by agreement between the parties, is limited per event to an amount in Surinamese Dollars equal to the amount PPS may receive under the business liability insurance taken out by it and in force at that time, on the understanding that the client fully conforms to the conditions of the relevant insurer with regard to the manner in which this amount is paid out.
Article 14
The client will not in any way exert or cause to be exerted influence on, or provide cooperation in any form whatsoever to, a member of staff employed by PPS with a view to that person entering the employment of the client or third parties, or performing work directly for the client or third parties, on penalty of a fine of SRD 5,000 (five thousand Surinamese Dollars) per violation, or for each day the violation continues. The aforementioned fine is immediately due and payable, without any judicial intervention being required. Following dissolution of the agreement concluded with the client, the provisions of this article remain in force for one year after the date of dissolution.
Article 15
PPS will not be required to provide the agreed services or perform the agreed work if its services could be regarded as breaking a strike, or if PPS could in any way become involved in a political or comparable dispute, or in a legal dispute between the client and one or more third parties. In urgent cases requiring an immediate decision, PPS's personnel are authorised to refuse to comply with the client's instructions without this resulting in PPS being deemed to be in breach of contract. In all these cases PPS reserves the right nevertheless to charge the amounts agreed with the client for the services not provided.
Article 16
Amendments to an agreement concluded between PPS and the client can only be made if expressly agreed in writing. If several agreements have been concluded with regard to the services to be provided, the most recently dated agreement applies.
Article 17
The client is liable for claims asserted by third parties against PPS or against PPS's personnel in respect of loss of or damage to goods in relation to which PPS was to provide the agreed services or perform the agreed work, if and insofar as those claims, whether or not together with the client's own claims, exceed the limitation of PPS's liability as set out above.
Article 18
PPS reserves the right to amend these general terms and conditions should it deem this necessary. In the event of such an amendment, the client will be given the opportunity to review the amended terms before they take effect. If the client does not indicate within two weeks of being notified of the amended terms that it has comments or objections, the client is deemed to have agreed to the amended terms.
This English text is a translation provided for convenience. In the event of any discrepancy, the original Dutch version of these terms and conditions prevails.