Tactical Defense Solutions
Article 1: Definitions
these general conditions the following terms shall have the following meanings, unless
explicitly stated otherwise.
TDS-Security: the user of the general terms.
Client: the counterpart of TDS-Security.
Agreement: the agreement for service.
Article 2: General
2.1 These conditions apply to every offer, quote and agreement
between TDS-Security and
client to which these conditions have been stated by TDS-Security, if these
have not expressly and in writing been deviated by parties.
2.2 The present conditions are also applicable to all agreements with TDS-Security,
third parties should be involved.
2.3 Any deviations from these general conditions are only valid if expressly agreed
2.4 The applicability of any purchase or other conditions of the client will explicitly
2.5 If one or more provisions of these terms and conditions are invalid or deleted,
remaining provisions of these general conditions still apply. TDS-Security
and client will
discuss new provisions to replace the invalid or deleted provisions, in which
and insofar as
possible the purpose and intent of the original provisions are complied.
Article 3: Offers and Quotes
3.1 All offers are without obligation, unless the offer
expressly is written otherwise.
3.2 TDS-Security's quotes are without obligation; they are valid for 30 days, unless
indicated. TDS-Security is only bound to quotes when the acceptance by the
can be attached in writing within 30 days, unless otherwise indicated.
3.3 The prices in the offers and quotes are exclusive of VAT and other government
levies, as well as any costs which may occur according to the agreement, including
travel expenses, shipping and handling costs and administration expenses, unless
3.4 If the acceptance (on secondary items) deviates from in the quote given offer,
TDS-Security is not bound. The agreement is not in accordance with this deviant
acceptance, unless TDS-Security indicated otherwise.
3.5 A compound price quote does not require TDS-Security to carry out part of the
against a corresponding part of the specified price.
3.6 Offers and quotes do
not apply automatically to future assignments.
Article 4: Implementation of the agreement
4.1 TDS-Security will perform the agreement
to its best insight and capacity, in accordance
with the requirements of good craftsmanship. All this based on the currently
of science .
4.2 When and if a specific proper execution of the agreement
is required, TDS-Security is
entitled to have certain activities performed by third parties.
4.3 Client shall ensure that all data which TDS-Security indicates as being necessary,
which client reasonably should understand that these are required for the execution
the agreement, will be timely provided to TDS. If all data required for proper
the agreement are not timely provided to TDS-Security, TDS-Security is entitled
suspend the execution of the agreement, and/or to charge additional costs due
delay to client, according to the usual rates.
4.4 TDS-Security is not liable for damages of any kind, for the reason that TDS-Security
assumed to be provided by its client with incorrect and/or incomplete data,
inaccuracy or incompleteness should have been known by TDS-Security.
4.5 If it has been agreed that the agreement will be executed in stages, TDS-Security
suspend the execution of parts belonging to a following stage until client
writing, to the results of the preceding stage.
4.6 If work is performed by TDS-Security or third parties engaged by TDS-Security,
according to the assignment, at the location of client or a site designated
by client, client
ensures, free of charge, facilities reasonably desired by employees.
4.7 Client indemnifies TDS-Security for any claims by third parties, who suffer any
connection with the execution of the agreement, which are attributable to client.
Article 5: Amendment of agreement
5.1 if it becomes clear during the execution of
the agreement that, for the proper execution it
is necessary to amend or supplement the work to be performed, parties will
mutually consult to adjust the agreement.
5.2 If the parties agree
that the agreement is amended or supplemented, the time of
completion of the execution can be affected. In this case TDS-Security will
client as soon as possible.
5.3 If the amendment or supplement to the agreement
causes financial or qualitative
consequences TDS will inform the client in advance.
5.4 If a fixed fee has been
agreed, TDS-Security will indicate to what extent the amendment
or supplement will result in an increase of this fee.
5.5 By way of derogation from 5.3, TDS-Security will no longer charge costs if the
amendment or supplement is the result of circumstances which can be allocated
Article 6: Contract length and Execution time
6.1 The agreement between TDS-Security
and client shall be entered indefinitely, unless
the nature of the agreement changes or parties agree expressly, in writing,
6.2 If a term is agreed for the completion of certain activities within the duration
agreement, this will never be a deadline. When exceeding the deadline, client
declare TDS-Security in default by writing.
Article 7: Prices and Rates
7.1 The agreed prices and rates are exclusive of VAT.
If during the term of the agreement and/or the frame agreement, cost-increasing
changes occur as a result of changes in wages and other working conditions,
on wages, cost increases of social laws, increases in expenses, and cost increasing
external costs, TDS-Security is entitled to interim increase the agreed prices
7.3 If between the time of listing and entering the agreement, cost-increasing
changes occur, TDS-Security is also entitled to increase the proposed prices
7.4 If a fixed price is agreed for all or certain services and during the execution
of the services
it shows that the expected amount of work and/or the duration of work is bulkier
more time consuming than estimated, and in which TDS-Security cannot reasonably
expected to carry out the services at the agreed fixed price, this will be
additional work. Client is obliged to fully pay this additional work to TDS-Security
accordance with the usual rate of TDS-Security.
7.5 If TDS-Security corresponds a fixed fee or hourly rate with client, TDS-Security
nevertheless is entitled to increase this fee or rate.
Article 8: Invoicing and Payment
8.1 TDS-Security billings are to be credited in two
parts on the bank account of TDS-Security.
The first part (50% of the invoice amount) within 30 (thirty) days before commencement
the assignment, and the second part (50% of the invoice amount) within 14 (fourteen)
after completion of the assignment.
8.2 If the agreement is completed within the thirty day period, the payment of the
must be made immediately. For the second part, the deadline laid down in paragraph
8.3 Because TDS-Security prior sends the client an invoice, billing will occur by
means of an
estimation of the cost of the services which will be performed by TDS-Security,
the agreement. If it shows, after completion of the services that more and/or
services by TDS-Security are made to implement the agreement, TDS-Security
an additional invoice.
8.4 If the invoice amount has not been credited on the bank account of TDS-Security
the term mentioned in paragraph 8.1 or paragraph 8.2, TDS-Security is entitled
the choice to suspend or terminate the agreement, without claiming any attributable
shortcoming at TDS-Security in the implementation of the agreement. In that
client is obliged to reimburse to TDS-Security the costs created by TDS-security,
in preparation and/or execution and/or termination of the agreement, as well
consequential damage. For these costs TDS-Security will send an invoice to
8.5 Any comments and/or observations regarding to the invoice must be expressed in
to TDS-Security within five (5) days after date of invoice. If this term is
expired, the clients
right in these will lapse. Making any observations and/or comments will not
suspensory effect regarding the payment of the invoice.
8.6 If the client has not paid or fully paid the amount due within the term mentioned
paragraph 8.1 or paragraph 8.2, it is without further notice and legally in
default and on the
outstanding amount an interest of 1.5% due per month, unless the statutory
interest in the
meaning of article 6:119a civil code is higher, in which case the legal interest
will count, in
which a part of a month will be held as a full month.
8.7 In case of late or incomplete payment the client is due to pay both extrajudicial
costs. The extrajudicial costs are at least 15% of the principal amount, with
a minimum of
€1.500, -. The judicial costs will not be limited to the court's amounts allocated
advances and attorney, lawyer or agent, but will completely include TDS-Security
litigation costs, including the actual TDS-Security costs payable to salary
and advances of
her attorney, lawyer or agent and the bailiff and other costs. The invoices
of the above
mentioned persons can be included as evidence of the legal costs.
8.8 Client is under no circumstances entitled to suspend payment or settlement.
8.9 In case of liquidation, bankruptcy, seizure or suspension of payment of the client,
claims by TDS-Security on the client are immediately due and payable.
Article 9: Retention of title
9.1 All goods supplied by TDS-Security, including any
reports, designs, sketches,
drawings, films, software, (electronic) files, etc., remain property of TDS-Security
the client has fulfilled all its obligations under all agreements concluded
9.2 The client is not entitled to pledge nor, in any other manner, encumber any goods
apply subject to retention of title..
9.3 If third parties seize delivered goods subject to retention of title or try to
establish or assert
any rights, client is obliged to inform TDS-Security as soon as reasonably
may be expected.
9.4 The client undertakes to insure the goods delivered subject to retention of title
insured against fire, explosion and water damage and against theft, and when
to hand over this insurance policy for inspection.
9.5 Goods delivered by TDS-Security, subject to in paragraph 9.1 determined detention
may only be resold in the context of normal business activities and may never
be used as
9.6 In case TDS-Security may decide to exercise the designated ownership mentioned
article, the client specifies instantly now unconditional and irrevocable consent
TDS-Security, or by TDS-Security designated third parties, to enter all those
property of TDS-Security is located and to bring back these goods.
Article 10: Research and Complaints
10.1 Complaints about any work performed need
to be reported in writing by client within 8
days after discovery, but however in any case within 14 days after completion
of this work
to TDS-Security. The notice shall provide a detailed description of the deficiencies,
TDS-Security is able to react adequately.
10.2 If a complaint is well-founded, TDS-Security will continue to perform its work
unless it has become demonstrably useless to the client. This latter must
be expressed in
writing by client to TDS-Security.
10.3 If the performance of the agreed work
is no longer possible or useful, TDS-Security will
only be liable within the limits of Article 14.
10.4 TDS-Security uses the statutory system for complaints and handles all complaints
according to this scheme.
11.1 At any time both parties may terminate the agreement,
11.2 If the agreement is interim terminated by client, TDS-Security is
entitled to compensation
for the resulting and plausible loss of occupation. Unless there are facts
circumstances underlying the termination which are attributable to TDS-Security.
furthermore, client is obliged to pay the invoices for the work performed
The preliminary results arising from work performed to date will therefore,
reservations, be made available to client.
11.3 If the agreement is interim
terminated by TDS-security, TDS-Security will, in consultation
with client, ensure transfer of remaining work to third parties, unless there
are facts and
circumstances underlying the termination which are attributable to client.
11.4 If the transfer of the work for TDS-Security entails additional costs, they
charged to client, unless there are facts and circumstances underlying the
are attributable to TDS-Security.
Article 12: Suspension and Cancellation
12.1 TDS-Security, is entitled to suspend
its obligations or to cancel the agreement
- client's obligations under the contract are not or not fully complied.
after conclusion of the agreement, circumstances come to knowledge giving TDS
Security substantive reason to fear client will not fulfill its obligations.
- if substantive reason exists to fear that client will only partially or improperly
obligations, the suspension is only allowed so far as the shortcoming justifies
- client at the conclusion of the agreement was requested
to provide security for the
satisfaction of its obligations under the agreement and this security is
not provided or
12.2 Furthermore, TDS-Security is empowered to cancel the agreement If circumstances
of such a nature that fulfilment of the agreement becomes impossible or to
reasonableness and fairness no longer can be demanded, or if otherwise circumstances
arise of such a nature that the unaltered maintenance of the agreement cannot
reasonably be expected.
12.3 If the agreement iscancelled, the claims of TDS-Security to client will immediately
and payable. If TDS-Security suspends compliance of the obligations, it shall
claims to the law and the agreement.
12.4 TDS-Security retains the right to
Article 13: Return of provided goods
13.1 If during the implementation of the agreement
TDS-Security has provided goods to
client, client is obliged to fully return these goods within 14 days in its
free of any defects. If client fails to fulfill this obligation, all resulting
costs will be on clients
13.2 If, for whatever reason, after formal notice, client still remains in default
obligation mentioned under 13.1, TDS-Security is entitled to recoup any resulting
damages and costs, including replacement costs, from client.
Article 14: Liability
14.1 If TDS-Security should be liable, this liability is limited
to what is regulated in this
14.2 TDS-Security has a business liability insurance for amounts
which are common in the
14.3 The total contractual and extra-contractual liability of TDS-
Security, relevant to each
agreement, is limited to compensation for direct damage up to the maximum
in each relevant case by the liability insurance of TDS-Security. If, for
payment does not occur pursuant to the insurance policy, the reimbursement
of the direct
damage is limited to a maximum of 30% of the amount (VAT excluded) that has
charged to client by TDS-Security for services provided based on the agreement
14.4 Direct damage solely means:
- the reasonable costs to establish the cause and extent of the damage, insofar
determination relates to damage within the meaning of these conditions.
- any reasonable costs made to comply the poor performance of TDS-Security
agreement, unless this cannot be attributed to TDS-Security.
- reasonable costs incurred to prevent or minimize damage, as far as client
costs have led to the limitation of direct damage as referred to in these
14.5 TDS-Security shall never be liable for indirect damage, including consequential
loss of profit, missed savings and damage due to business stagnation.
14.6 The limitations of liability for direct damage in these terms and conditions
shall not apply if
the damage is due to willful intent or serious negligence of TDS-Security
Article 15: Indemnities
15.1 The client indemnifies TDS-Security for claims by third parties relating to
property rights on material or data provided by the client, which are used
implementation of the agreement.
15.2 If client provides TDS-Security information systems, electronic files, software,
insures these to be free of viruses and defects.
Article 16: Risk transfer
16.1 The risk of loss or damage to goods which are subject
to the agreement, shall be
transferred to client as soon as these are legally and / or actually delivered,
becoming the client responsibility or by client designated third parties.
Article 17: Force Majeure
17.1 Parties are not obliged to fulfill any obligation if
they are hindered by circumstances which
are not due to negligence, and which will not be for their account neither
under the law,
nor any legal act or generally accepted conceptions.
17.2 In addition to interpretation in the law and jurisprudence, in these general
majeure means; all external causes, foreseen or unforeseen, on which TDS-Security
no influence, but making TDS-Security unable to fulfill its obligations.
17.3 Also TDS-Security is entitled to invoke force majeure If the circumstance which
(further) fulfillment occurs after TDS-Security should have fulfilled his
17.4 During the period of force majeure, parties may suspend the obligations from
agreement. If this period lasts longer than two months, either party shall
be entitled to
cancel the agreement, without any obligation to the other party to compensate
17.5 Insofar, at the time of occurrence of force majeure, TDS-Security has partially
will completely fulfill its obligations according to the agreement, and the
partially fulfilled part has its own value, TDS-Security is entitled to separately
fulfilled or partially fulfilled part. Client is obliged to comply with this
claim as if it were a
Article 18: Confidentiality
18.1 Both parties are obliged to maintain the confidentiality
of all confidential information which
they have obtained, according to the agreement, from each other or from other
All information is considered confidential if notified by other party or
as this will be derived
from the nature of the information.
18.2 If, pursuant to a statutory provision
or a judicial decision, TDS-Security is committed to
provide confidential information to third parties designated by law or competent
and in particular case, TDS-security cannot appeal on a legal or by competent
recognized or permitted entitlement of exclusion, TDS-Security is not obliged
compensation, and other party is not entitled to dissolve the agreement,
on account of
any damage created.
Article 19: Intellectual property and Copyright
19.1 Without prejudice to the other
provisions of these general terms and conditions,
TDS-Security retains the rights and competences, to which TDS-Security is
pursuant to copyrights.
19.2 All documents provided by TDS-Security, such as reports, advice, agreements,
sketches, drawings, software etc., are exclusively intended to be used by
client and may
not be reproduced, made public or disclosed to third parties by client, without
consent of TDS-Security, unless the nature of the documents provided dictates
19.3 TDS-Security retains the right to use the knowledge, which increased by the
implementation of work, for other purposes, insofar as no confidential information
provided to third parties.
Article 20: No employment TDS-Security staff
20.1 During the term of the agreement
as well as two year after termination of the agreement
client shall in no way, directly or indirectly, employ or otherwise make
any work for them. This includes employees of TDS-Security or by TDS-Security
appealed companies in implementation of the agreement, as well as companies
(have been) involved in the implementation of the agreement. Unless essential
consultation with TDS-Security has occurred.
Article 21: Disputes
21.1 In the city where TDS Security is established, the judge
in function has exclusive
jurisdiction to hear any disputes unless the district judge is authorized.
TDS-Security is entitled to submit the dispute to any legally competent judge.
21.2 Parties will only then appeal to the judge after they have endeavoured to settle
in mutual consultations.
Article 22: Applicable Law
22.1 With any agreement between TDS-Security and client
the Dutch law applies.
Article 23: Amendment, interpretation and location of the conditions
23.1 These conditions
have been filed at the chamber of commerce Leeuwarden.
23.2 In case of explanation of the contents and intention of these general conditions,
text is conclusive.
23.3 The version valid at the time of the conclusion of the agreement or the last
version will always be applicable.