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Deloitte General Terms and Conditions for remote sales

Article 1 Applicability

  1. These General Terms and Conditions apply to all offers made by one or more of the partnerships or legal entities associated in Deloitte - registered with the Chamber of Commerce and Industry for Rotterdam as file number 40346342 - (hereinafter: “Deloitte”), made through the Internet site www.deloitte.nl and to all contracts entered into with Deloitte through the said Internet site.
  2. The Deloitte Internet site is aimed at the Dutch market.
  3. The provisions set out in these General Terms and Conditions may be varied only if and insofar as any such variation is expressly agreed in writing.
  4. The applicability of any general terms and conditions put forward by the Purchaser is expressly excluded.
  5. Where these General Terms and Conditions refer to products or the delivery of products this shall be understood as including the performance of services and work of whatever nature.
  6. “Purchaser” means any natural person or legal entity standing in a contractual relationship to Deloitte by virtue of a purchase contract entered into with us or wishing to enter into an agreement of another kind. Specifically, “Purchaser” means the person on whose order and for whose account products and services are supplied.
  7. References to forms in these  terms and conditions and on the Internet site also include model forms such as those depicted on our Internet pages.

 

Article 2 General information

  1. Deloitte have their registered office at Admiraliteitskade 50 in (3063 ED) Rotterdam.
  2. Deloitte may be contacted at the postal address given in paragraph 1 of this article (attn. Communication & Marketing Department) and may be contacted electronically at the email address info@deloitte.nl.
  3. The provision of products by Deloitte is subject to VAT unless expressly stated otherwise.
  4. Deloitte's VAT identification number is 72.11.132.B.01.
  5. To conclude a contract with the Purchaser, Deloitte carry out the following technical steps:
    • The Purchaser is shown a detailed summary of the product specifications.
    • The Purchaser can then click on “Go to the order/register/subscribe form”.
    • The Purchaser can enter his details in the form and state any further specifications where applicable.
    • The Purchaser confirms the purchase with the “Confirm” button.
    • Deloitte confirm the purchase by sending an order confirmation by email.
  6. Deloitte keep files of the contracts created between Deloitte and the Purchaser. The Purchaser may apply in writing to Deloitte for permission to inspect the file on the contract relating to the Purchaser.
  7. A contract between Deloitte and the Purchaser may be concluded in the following languages:
    • Dutch
    • English
  8. Inasmuch as Deloitte are covered by professional codes and codes of conduct, these form part of the contract. Deloitte declare that they will respect their obligations under such codes in full at all times.

 

Article 3 Offers and the creation of contracts

  1. The quotations or statements of prices on this Internet site are to be regarded as an invitation to potential Purchasers to make an offer. They are not binding on Deloitte in any way whatsoever unless the contrary is expressly and unambiguously stipulated in writing in the quotation itself. The order submitted to Deloitte is deemed to be an offer and can only result in the creation of the contract if the conditions in article 3.3 are met in full.
  2. The prices quoted on the Internet site are only valid for five days. Deloitte do not guarantee the correctness of the details stated on the Internet site. The quotation is intended as an indication of the products and services that can be provided. Specifications and prices may be changed without further advance notice.
  3. The Purchaser is deemed to have made an offer to enter into a contract when the order form, completed in full by the Purchaser, has been received by Deloitte.
    A contract is created at the point at which  Deloitte send the order confirmation to the Purchaser. 
  4. Any additional agreements and/or undertakings shall only be binding on Deloitte if the agreements and/or undertakings in question have been recorded in writing on behalf of Deloitte by their authorised agents.
  5. The order form may be sent to Deloitte in two ways:
    a. by completing the order form on the Internet site, then confirming the details entered and sending the form using the electronic connection;
    b. by printing out a version of the order form as shown on the Internet page, completing and signing it and sending it in.
  6. The Purchaser and Deloitte expressly agree that a valid contract is created by the electronic mode of communication as soon as these conditions and the ordering procedure have been complied with. In particular, the lack of a signature does not detract from the binding force of the offer and acceptance except in the case of a version of the order form that has been printed out and completed.

 

Article 4 Prices

  1. All prices are expressed in the official Dutch currency and are inclusive of value added tax. Deloitte will inform the Purchaser of the costs of postage or carriage at latest on conclusion of the contract.
  2. Deloitte reserve the right to charge to the Purchaser the additional costs of taxes, import duties and other official levies incurred in the delivery of any product to the country in which the Purchaser resides or is established.
  3. If a price quoted on Deloitte's price lists or order confirmation is incorrect, Deloitte reserve the right to charge the correct price instead. In that case, the Purchaser may then dissolve the contract by giving notification of its dissolution in writing and returning the supplied products.

 

Article 5 Payment

The Purchaser will receive an invoice from Deloitte. That invoice must be paid within the stated payment period.

 

Article 6 Delivery and delivery dates

  1. The delivery times quoted by Deloitte cannot under any circumstance be regarded as conditions going to the root of the contract unless expressly agreed otherwise. Accordingly, if delivery is not made on time Deloitte must be sent a written notice of default, after which a reasonable period for compliance will apply; that period must be at least seven working days.
  2. The delivery times quoted by Deloitte commence as soon as Deloitte receive the order form as used by Deloitte fully completed by the Purchaser.
  3. The method of packaging, postage or carriage and the choice of packing materials will be determined by Deloitte.
  4. Immediately when the products to be delivered have been delivered to the Purchaser at the place of delivery, the risk in respect of these products passes to the Purchaser.
  5. Where the products to be delivered are offered in vain at the delivery address or are delivered to the post office or a comparable body, the risk passes at the point when the products are offered in vain or as the case may be delivered to the post office or comparable body.
  6. If the Purchaser requests that the products are to be delivered in a manner other than the usual manner, Deloitte may charge the costs involved in doing so to the Purchaser.
  7. Without prejudice to the provisions in article 6.9, the Purchaser may, if he is not satisfied with the products supplied by Deloitte for whatever reason, return the products in question to Deloitte within a period of seven working days after the delivery date. Where products are returned, the Purchaser shall be responsible for:
    • postage or carriage costs including tax, import duties and any other official levies; and
    • the original packaging of the product.
  8. In the event that the products in question are returned in accordance with the previous paragraph, Deloitte will arrange for any amounts already paid, less the postage or carriage costs, to be credited. Any costs for new packaging are payable by the Purchaser unless Deloitte receive back the products in an undamaged state and in their original packaging.
  9. The previous two paragraphs are not applicable to:
    • goods produced to the Purchaser’s specifications;
    • goods that are clearly personal in nature;
    • goods that by their nature cannot be sent back;
    • audio and video recordings and software, if the Purchaser has broken the seal on them;
    • newspapers and magazines.
  10. Deloitte will inspect the returned products immediately or at latest within two weeks after receiving them back.
  11. If the products prove to be damaged on inspection, Deloitte will deduct the lesser of the repair costs or the value of the product from the sum to be credited.
  12. If the Purchaser retains the products, the Purchaser thereby makes it known that he accepts the products completely and irrevocably. The guarantee provisions naturally continue to apply in full.

 

Article 7 Continuing performance contracts

  1. Continuing performance contracts (such as subscriptions) are entered into without limitation of time, unless agreed otherwise in writing.
  2. The continuing performance contract may be terminated by either party at any time subject to a period of notice of three months, unless the parties have agreed otherwise. Notice must be given to the other party in writing.
  3. Deloitte have the right to terminate the continuing performance contract without observing the period of notice specified in the previous paragraph if the Purchaser fails to meet his obligations under this continuing performance contract and if Deloitte cannot reasonably be expected to continue the contract.
  4. After termination of the contract – in whatever manner and for whatever reason – the Purchaser is no longer authorized to use the user name and password supplied to him to enable him to access the secured part of the Deloitte Internet site.

 

Article 8 Guarantee

  1. Deloitte will state the guarantee relating to any product on the Internet site alongside the product in question. The Purchaser cannot in any way lay claim to a guarantee going beyond what is stated on the Internet site.
  2. The details provided on or through the site are intended to provide general information and are not intended to be exhaustive. Accordingly the details must not be interpreted as replacing the professional advice or opinion of an accountant, tax adviser, lawyer, consultant or other professional. We recommend that you should always contact a qualified expert for an opinion.

 

Article 9 General obligations and responsibilities

  1. The Purchaser is wholly responsible for the choice, use and application of products and/or services provided by Deloitte.
  2. If the Purchaser is not satisfied with a product, the Purchaser must treat and use the product in question carefully and in accordance with any instructions for use provided by Deloitte or Deloitte’s suppliers until it is sent back.
  3. The Purchaser must advise Deloitte immediately in writing if any part of the products should be lost or damaged.
  4. The Purchaser is obliged to inspect the products on delivery and report any defects immediately to Deloitte.

 

Article 10 Intellectual property

  1. All intellectual property rights in respect of products provided to the Purchaser and relating to this Internet site rest with Deloitte or their suppliers. Intellectual property includes patents, copyright, brand rights, drawing and model rights and/or other intellectual property rights and other rights including but not limited to sui generis rights on databases and topographies of semiconductor products or other products, together with technical and/or commercial know-how, methods and concepts, whether or not patentable.
  2. Except with Deloitte’s express prior permission in writing, the Purchaser may not copy any product or part of a product provided to the Purchaser by Deloitte, or change or modify it other than for private use.
  3. The Purchaser may not use Deloitte's brands or the brands of any of Deloitte's suppliers except in connection with the product itself.
  4. Deloitte state that to the best of their knowledge no current third-party intellectual property rights are infringed by Deloitte.
  5. If proceedings are brought for an infringement of such rights or if there is a possibility that this may happen, Deloitte may at their choice replace or change the brand or product in question; acquire the right to continue to use the brand or product; terminate the contract in whole or in part and refund the price paid by the Purchaser for the product supplied by Deloitte minus a reasonable amount for depreciation; or take other appropriate action at their discretion.
  6. The Purchaser must advise Deloitte immediately in writing of any allegation of liability or legal measures based on the assertion that Deloitte's use of the products infringes any current intellectual property right.
  7. Deloitte accept no liability whatsoever for any infringement as referred to in paragraphs 3 and/or 4 of this article if the infringement relates to the fact that the Purchaser has modified or changed a product without Deloitte's express permission in writing.

 

Article 11 Liability

  1. Subject to the obligations flowing from the guarantee stated in article 7, Deloitte shall not under any circumstances be obliged to pay any compensation to the Purchaser and others except in the case of wilful acts or gross negligence on the part of Deloitte. Deloitte are not liable for consequential loss or loss resulting from interruption to business, direct or indirect loss, loss of profit or loss resulting from stoppages, including any loss suffered by the Purchaser resulting from any delivery or non-delivery of products or from the products themselves.
  2. Deloitte are not responsible for the proper and uninterrupted functioning of the telecommunications infrastructure and the peripherals used and are not liable for the temporary unavailability of or inaccessibility of their systems, including but not limited to interruptions in the connection to Internet providers; interruptions in the telecommunications connections used; unavailability of connections where all line capacity is already in use; loss of electrical power; interruptions related to the introduction of the euro; and other faults and interruptions.
  3. Equally, Deloitte are not liable for any loss or damage resulting from the temporary or permanent unavailability of the ordering facilities or unavailability of the Deloitte Internet site as a result of maintenance or otherwise.
  4. The Purchaser is obliged to indemnify Deloitte against all claims that may be made by third parties against Deloitte in respect of the performance of the contract except insofar as the charging of the relevant losses and costs to the Purchaser’s account is prohibited by law.
  5. Deloitte accept no liability for the information provided by Deloitte on the Web site or the products supplied by Deloitte through the Web site. Deloitte also exclude any liability in respect of advice and answers given by Deloitte in response to questions by email and/or telephone.

 

Article 12 Force majeure

  1. If Deloitte are unable to meet their obligations as a result of force majeure, these obligations shall be suspended for as long as the state of force majeure continues.
  2. If the state of force majeure has lasted for fourteen days, either party may dissolve the contract in whole or in part by notification in writing without any entitlement to compensation or damages.
  3. Force majeure affecting Deloitte means any circumstances beyond their control that prevent the performance of their obligations towards the Purchaser in whole or in part or are such that Deloitte cannot reasonably be expected to comply with their obligations, irrespective of whether these circumstances were foreseeable at the time when the contract was entered into. These circumstances are deemed to include strikes, lockouts and standstills or other problems affecting Deloitte's suppliers and/or measures by any official bodies, and also the lack of any permit or licence to be obtained from the authorities.
  4. The parties must inform each other as soon as possible of any potential or actual state of force majeure.

 

Article 13 Personal details and commercial communications

  1. Deloitte are holders of a registration in the meaning of the Data Protection Act (Wet persoonsregistraties) and processors of personal data in the meaning of the forthcoming Personal Data Protection Act (Wet bescherming persoonsgegevens). Deloitte's policy on the processing of personal data is set out in Deloitte's privacy policy as shown on this Internet site.
  2. Deloitte send emails to Purchasers or potential Purchasers for advertising purposes or to recommend offers or other sales promotions such as discounts, bonuses or gifts. These emails will be clearly recognisable as commercial communications, as Deloitte will include a statement to that effect at the head of the email. In the email, Deloitte will indicate clearly and unambiguously the terms under which any such offers may be taken up.
  3. Purchasers or potential Purchasers may advise Deloitte in writing or by email that they do not wish to receive any commercial communications as referred to in the previous paragraph. Deloitte will enter these Purchasers or potential Purchasers in an opt-out register; Deloitte will consult and check that register regularly and respect the wish of the Purchasers and potential Purchasers listed in that register not to receive commercial communications.

 

Article 14 Identification and legitimation of Purchasers

Deloitte reserve the right to ask the Purchaser to provide additional identification when transactions are made.

 

Article 15 Applicable law and conventions

  1. All offers made by Deloitte and all contracts entered into with Deloitte shall be governed exclusively by Dutch law.
  2. The applicability of the Vienna Convention on the International Sale of Goods is expressly excluded.

 

Article 16 Settlement of disputes

All disputes of whatever nature relating to or flowing from offers, contracts and deliveries performed by Deloitte shall be settled by the court of appropriate jurisdiction in Rotterdam.

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Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Please see deloitte.nl/about for a more detailed description of DTTL and its member firms.

In The Netherlands the services are provided by independent subsidiaries or affiliates of Deloitte Holding B.V., an entity which is registered with the trade register in The Netherlands under number 40346342.