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General terms and conditions

Version 9 July 2026

INTERPLAN PROJECTEN – GENERAL TERMS AND CONDITIONS FOR CLIENTS

1. General

1.1. These General Terms and Conditions apply to every request, instruction or purchase order submitted by the Client, every quotation, offer or order confirmation issued by the Contractor, and every agreement concluded between the Client and the Contractor, insofar as they concern Services, Supplies and/or Works to be performed by the Contractor for the construction or fitting out of a Project for the Client.

1.2. If one or more provisions of these General Terms and Conditions and/or the Agreement are void or voidable, the Parties shall consult each other to agree on a replacement provision that corresponds as closely as possible to the original provision. The remaining provisions shall remain in full force and effect.

1.3. In the event of a conflict between a provision of the Agreement and these General Terms and Conditions, the provision of the Agreement shall prevail.

1.4. The Contractor’s offer may relate to Services, Supplies, Works or a combination thereof.

1.5. Deviations from and additions to these General Terms and Conditions are valid only if expressly agreed upon in Writing by both Parties.

2. Definitions

2.1. In these General Terms and Conditions, the following terms shall have the meanings set out below:

  • General Terms and Conditions: these General Terms and Conditions;
  • Services: design, advisory, drafting and other activities that do not constitute Works;
  • Goods: all tangible things and property rights within the meaning of Article 3:1 of the Dutch Civil Code;
  • Supplies: the Goods to be supplied by the Contractor to the Client, including building materials;
  • Design: the results of the Services.
  • Client: the party or parties addressed in the Agreement, being the client or clients of Interplan Projecten B.V.
  • Contractor: Interplan Projecten B.V.;
  • Agreement: the agreement between the Client and the Contractor;
  • Parties: the Client and the Contractor;
  • Personal Data: all information originating from the Client relating to or traceable to a natural person (‘data subject’) that is processed by the Contractor in connection with the Project within the meaning of the Dutch Personal Data Protection Act and the General Data Protection Regulation;
  • Project: the construction project, or the apartment or apartments, to which the Agreement relates and in, at or on which the Contractor carries out the Work, makes Supplies and/or performs Services.
  • Shell: the windproof and watertight dwelling in which the Client wishes to have the fitting-out work for the Project carried out.
  • Written / in Writing: by letter or by email;
  • Work / Works: the execution of work under a contract for work, other than Supplies or Services.

3. Offer and formation of the Agreement

3.1. The Contractor shall make an offer after being requested to do so by the Client. The offer shall be made in Writing, unless urgent circumstances make this impossible. In the latter case, the Contractor’s Written offer shall be sent as soon as possible afterwards.

3.2. The offer shall be dated, and the Contractor shall keep the offer open for thirty (30) days after that date. If the Client does not accept the offer within that period, the offer shall lapse.

3.3. The offer shall include a description of the Services, Supplies and/or Works offered and identify the documents on which the offer is based. If the offer includes more than the execution of Works, the offer shall distinguish separately between Services, Supplies and Works.

3.4. The offer shall specify as accurately as possible the time or period at which the assignment can commence and shall include an estimate of the duration of execution and a provisional completion date for the Project. If the offer includes more than Works, it shall distinguish separately between the prices for the execution of Services, Supplies and Works and the commencement date and execution period of any Services, Supplies and Works for the Project.

3.5. The price for the execution of Works shall be determined in the Agreement on the basis of a fixed contract sum or a target price.

3.6. The price for Services shall be determined in the Agreement on the basis of an hourly rate to be agreed or a fixed amount, which may or may not be related to the construction costs. The advisory fees exclude expenses incurred in carrying out the assignment, including copying, travel and accommodation expenses. The Client shall reimburse these expenses separately, unless the Parties agree otherwise.

3.7. The Client must accept the offer in Writing. If the Client agrees to the Contractor’s offer, the Contractor shall record and confirm the arrangements between the Parties and the assignment in the Agreement. The Agreement shall state the estimated commencement date of the Project and when, for what and in what manner payment must be made. The Agreement together with these General Terms and Conditions contains all arrangements between the Client and the Contractor and supersedes all previous proposals, offers, correspondence and arrangements, whether Written or oral, unless the Agreement expressly states otherwise.

3.8. The Client shall return the Agreement to the Contractor unchanged and signed within fourteen (14) days of the date of the Agreement. If the Client does not accept the Agreement in Writing within that period, but the Contractor commences execution of the assignment, the Client shall be deemed to have accepted the Agreement.

4. Obligations of the Contractor

4.1. In consultation with the Client, the Contractor shall draw up an indicative, non-binding schedule within which the Project will be executed. If no schedule is drawn up in consultation, the Contractor shall draw up its own indicative schedule and adhere to it as far as possible.

4.2. In performing the Agreement, the Contractor shall comply with the applicable regulations as they are or will be in force at the time the Project is executed.

4.3. The Contractor shall warn the Client clearly and in Writing of:

  1. inaccuracies in the work assigned;
  2. inaccuracies in the structures and working methods required by the Client, or defects in the movable or immovable property and/or location where the Agreement is to be performed;
  3. defects in or unsuitability of materials or equipment made available by the Client for the performance of the Agreement.

The foregoing shall not apply if the Contractor did not know, or could not reasonably have been expected to know, of these defects or inaccuracies.

The Contractor carries out fitting-out work only. Prior work on, including but not limited to, the building shell/Shell, load-bearing structure, foundations, external enclosure, waterproofing, settlement, dimensions, existing installations and components executed by third parties falls outside the Contractor’s responsibility. The Contractor is not liable for the design and/or construction of the Shell. The Contractor may assume that the existing building shell/Shell is sound, except for visible or reasonably identifiable defects of which it must give a Written warning.

5. Obligations of the Client

5.1. The Client shall enable the Contractor to perform the Agreement on time, without hindrance from third parties or their work. During the performance of the Agreement, the Client may not carry out work itself, or have others carry out work, at the location where the Agreement is to be performed, unless the Parties make other arrangements in Writing.

5.2. The Client shall ensure that, no later than fourteen (14) days before the estimated commencement date of the Project specified in the Agreement, the Contractor has access to the documents and approvals required for the Work, such as the design and permits, and any other information required for the Work. Within that period, the Client shall also provide the following, where applicable:

  1. the purchase and/or construction agreement or agreements for the Shell;
  2. the warranty certificate / guarantee scheme, if applicable;
  3. drawings, detailed drawings and calculations;
  4. the completion report or record of completion of the Shell, if not provided by the Contractor;
  5. complaints or notifications made to the shell contractor during completion of the Shell and their status, if not handled by the Contractor.

5.3. When the Contractor commences the Work, the location where the Agreement is to be performed must be dry, swept clean, heated, windproof and watertight.

5.4. If the Client fails to fulfil the obligations under Articles 5.1 to 5.3 of these General Terms and Conditions, or fails to do so on time, the Contractor is not obliged to commence the Work and the Client must compensate the Contractor for the resulting loss and costs. The Contractor may also claim an extension of the construction period from the estimated commencement date of the Work until the date on which the Client has made the location available and/or has provided the Contractor with all information required for the Work.

5.5. Before the estimated commencement date of the Work, the Client must arrange for the energy, heating and water required for the Work, including the necessary connection facilities. The costs of electricity, gas, heating and water consumed in performing the Agreement shall be borne by the Client.

5.6. If a construction quality assurer is required for the execution of the assignment, the Client shall arrange this. If the authorities require a dossier to be provided before the Work may be put into use, the Contractor shall arrange for this in good time. The associated costs shall be borne by the Client.

5.7. If the actual situation differs from what the Contractor could reasonably expect on the basis of the information provided by the Client and this results in additional costs, the additional costs and any resulting loss shall be borne by the Client.

5.8. The Client must notify the Contractor clearly and in Writing of defects in the Work within ten (10) days after discovering them or after the time at which the Client should reasonably have discovered them. If a defect becomes more extensive because the Client reports it late, the Client must compensate the Contractor for the associated loss and costs, unless the late notification cannot be attributed to the Client.

5.9. The Client bears the risk of additional costs, loss and/or defects caused by:

  1. inaccuracies in instructions and/or the design for the work assigned;
  2. inaccuracies in structures and working methods required by the Client;
  3. defects in the movable or immovable property in which the Agreement is performed or on which the Work is carried out;
  4. defects in materials or equipment made available by the Contractor;
  5. third parties specified by the Contractor for the execution of the assignment
  6. government regulations introduced after the date of the Agreement that increase the price of the Work and/or that the Contractor could not have foreseen.

This shall be otherwise only if the Contractor has breached its duty to warn as referred to in Article 4.3 of these General Terms and Conditions or has otherwise failed to exercise the required expertise or care in relation to these defects.

6. Additional work and omissions

6.1. Additions to or changes in the work to be carried out constitute additional work and/or omissions.

6.2. The Contractor shall notify the Client of additional work or omissions as soon as possible, stating the consequences for the payment of any additional costs and the estimated completion date.

6.3. The Contractor shall carry out any additional work or omissions only after the Parties have:

  1. agreed in Writing on any additional work or omissions; and
  2. reached Written agreement on the price and the impact of the additional work or omissions on the schedule.

7. Cost-increasing circumstances

7.1. Cost-increasing circumstances may arise or become apparent during the performance of the Agreement. The Contractor shall notify the Client as soon as possible of any potentially unforeseen circumstances, the additional costs that may result and the consequences for execution and the construction period. The Contractor is entitled to charge the Client for these cost-increasing circumstances without court intervention. Article 7:753 of the Dutch Civil Code is expressly excluded.

7.2. If cost-increasing circumstances arise, the Client reserves the right to amend the Agreement. The parties shall consult each other on this. If the assignment is amended as a result, the Parties shall record this in Writing in an addendum to the Agreement.

8. Completion

8.1. When the Contractor considers the Work ready for completion, it shall notify the Client in Writing. The Parties shall arrange an inspection as soon as possible thereafter, but no later than within ten (10) working days. Any minor defects identified during the inspection shall be recorded by the Contractor in a record of completion. Any minor defects shall not prevent completion. The Contractor shall remedy any minor defects within a reasonable period after the inspection.

8.2. If the Client considers that the Work is not ready for completion, the Client must notify the Contractor of this in Writing at the inspection or within ten (10) days after the notification that the Work is ready, explaining why the Client considers the Work not ready for completion. Minor defects that do not prevent normal use of the Work are not grounds for refusing completion.

8.3. The Work shall be deemed completed:

  1. when, after the inspection, the Client notifies the Contractor in Writing that it has accepted the Work;
  2. when ten (10) days have elapsed after the Contractor notified the Client in Writing that the Work was ready for completion and the Client has failed to inspect the Work within that period;
  3. when the Client puts the Work into use. In this case, the date on which the Work is put into use shall be three (3) days after the inspection referred to in Article 8.1 has taken place, without the Client having given the written notice referred to under a.

9. Invoicing and payment

9.1. The Parties may agree in the Agreement that payment shall be made in instalments in accordance with a payment schedule included in the Agreement. If no payment schedule is agreed, the Contractor shall invoice the Client after the end of each calendar month for the work, including additional work and omissions, carried out during that month.

9.2. The Client must pay the Contractor within fourteen (14) days of invoicing.

9.3. The Contractor shall send invoices digitally to the correspondence email address provided or used by the Client. This email address and the Client’s other contact details shall be recorded in the Agreement. Invoices may also be sent by post upon request.

9.4. At completion, all invoices sent by the Contractor to the Client must have been paid, except for any retention as referred to in Article 7:768(1) of the Dutch Civil Code.

10. Late payment

10.1. The Client must pay the amount due for the Project before expiry of the period referred to in Article 9.2 of these General Terms and Conditions.

10.2. If no payment has been made after expiry of the period referred to in Article 9.2 of these General Terms and Conditions, the Contractor shall send a payment reminder. This payment reminder constitutes a notice of default within the meaning of Article 6:82(1) of the Dutch Civil Code.

10.3. If the Client fails to make payment as referred to in Article 9.2 of these General Terms and Conditions, the Client shall owe statutory interest on the overdue invoice or invoices. If an invoice is paid more than fourteen (14) days late, the Client shall owe statutory interest increased by two per cent (+2%) from the fifteenth (15th) day. The Contractor shall then also be entitled to suspend the Work, without prejudice to its right to compensation for loss and the actual collection costs.

10.4. The Contractor shall retain ownership of the Goods to be supplied, regardless of whether they have already been incorporated, until the Client has fulfilled its payment obligation.

11. Intellectual property

11.1. The designs, images, descriptions, drawings, models, budgets and other intellectual property provided by or on behalf of the Contractor in connection with the Project belong exclusively to the Contractor and may not be made available by the Client to third parties unless the Contractor has given Written permission.

11.2. All rights relating to designs, images, descriptions, drawings, models and other intellectual property, including copyrights and design rights, are reserved and must be respected by the Client.

12. Use of the Design

12.1. After fulfilling its payment obligations, the Client shall have the right to use the Design for the realisation of the Project / execution of the Work.

12.2. Reuse, modification or further application of the Design is not permitted unless:

  1. the Contractor expressly grants permission; and
  2. the Contractor is credited by name.

12.3. Obtaining the right to use the Design does not affect the intellectual property rights described in Article 11 of these General Terms and Conditions.

13. Warranty

13.1. The Contractor warrants that, at completion, the Work complies with the Agreement and the standards of good and sound workmanship. This warranty is supplementary and does not affect the Client’s statutory rights solely in its capacity as a consumer.

13.2. The Contractor warrants compliance with Article 13.1 for each component of the Works and Supplies at completion and thereafter for the applicable warranty period set out in the Woningborg Garantie- en waarborgregeling Nieuwbouw 2024 (Woningborg Guarantee and Warranty Scheme for New Builds 2024; hereinafter: the Scheme), insofar as that component falls within the Scheme. A warranty period of two (2) years applies to each component of the Works and Supplies that does not fall within the Scheme, unless mandatory consumer law precludes this.

13.3. Unless otherwise agreed in Writing, the warranty period shall commence on the date of completion of the Work or the date of delivery, as applicable.

13.4. Defects that become apparent during the warranty period and that are attributable to the Work or its execution shall be remedied by the Contractor free of charge. Remedying a defect free of charge shall in any event include labour, materials and normal assembly, disassembly and repair work reasonably necessary to remedy the defect.

13.5. The Client shall give the Contractor the opportunity to investigate the defect and remedy it within a reasonable period. The arrangements shall be determined through proper consultation between the Parties.

13.6. The warranty does not cover defects in the Work that result wholly or partly from:

  1. normally expected wear and tear or ageing;
  2. incorrect or careless use, overloading or improper handling;
  3. failure to carry out reasonable maintenance;
  4. modifications or repairs by the Client or third parties without the Contractor’s prior Written permission;
  5. defects in or movement of the substrate/structure and/or settlement or movement of the building, insofar as these circumstances cannot reasonably be attributed to the Contractor;
  6. materials or items specified or supplied by the Client, insofar as the Contractor has warned the Client of their unsuitability.

14. Reporting a defect within the warranty period

14.1. Article 7:758(4) of the Dutch Civil Code applies. If a warranty has been agreed and the Client discovers, or should reasonably have discovered, a defect that may be covered by the warranty, the Client shall notify the Contractor in Writing within ten (10) days after discovery. The Client must then give the Contractor the opportunity to investigate the alleged defect and, where possible, remedy it within a reasonable period.

14.2. Where possible, the notification shall include a description of the defect and, where relevant, photographs and the date on which the defect was discovered.

14.3. If the Client fails to report the defect on time, the right to have it remedied free of charge under the warranty described in Article 13 of these General Terms and Conditions shall lapse insofar as the Contractor’s interests have reasonably been prejudiced by the late notification, for example because repairs have become more difficult or the damage has worsened. This does not affect the Client’s statutory rights.

15. Liability and insurance

15.1. The Contractor is liable only for direct loss that is the direct result of an attributable failure by the Contractor to perform the Agreement.

15.2. The Client must notify the Contractor clearly and in Writing within a reasonable time after discovering loss or after the time at which the Client should reasonably have discovered it. The Client must give the Contractor the opportunity to investigate the defect and, where possible, remedy it within a reasonable period.

15.3. The Contractor is not liable for indirect or consequential loss. Indirect and consequential loss shall in any event include loss of profit, lost savings, loss caused by delay, financing costs, non-material loss, diminution in value unrelated to repairs to the Work and loss arising from third-party claims.

15.4. The Contractor’s liability under the Agreement is limited to the amount paid out in the relevant case under the liability insurance taken out by the Contractor.

15.5. If no payment is made under the insurance referred to in Article 15.4 of these General Terms and Conditions, the Contractor’s total liability shall be limited to the amount paid by the Client for the relevant component of the Work, unless mandatory law precludes this.

15.6. The Contractor is not liable for loss caused by inaccuracies in information, data, drawings, calculations, designs, structures, working methods or instructions provided by or on behalf of the Client, or by defects in the movable or immovable property on which the Work is carried out, unless the Contractor has breached its duty to warn.

15.7. The Client shall indemnify the Contractor against all third-party claims resulting from the circumstances referred to in Article 13.6 of these General Terms and Conditions.

15.8. The limitations of liability set out in this article do not apply if and insofar as the loss results from intentional misconduct or conscious recklessness on the part of the Contractor.

15.9. The Contractor shall maintain liability insurance throughout the execution of the Work. If and insofar as required by law, the Contractor shall provide clear information before or upon conclusion of the Agreement about the scope, level of cover, duration and insured amount of this insurance or other financial security.

16. Suspension of obligations and early termination of the Agreement

Suspension of obligations

16.1. If execution of the Work is temporarily impossible due to a circumstance that cannot be attributed to either party, including force majeure, the Parties are entitled to suspend performance of their obligations for the duration of that impossibility.

16.2. The party invoking temporary impossibility shall notify the other party immediately in Writing, stating the cause, the actual or expected duration and the measures being taken to limit delay and loss.

16.3. The right to suspend arises only after the suspending party has notified the other party in Writing.

Early termination of the Agreement

16.4. If, after receiving a notice of default, the Client is in default due to late payment, the Contractor is entitled to dissolve the Agreement in whole or in part, without prejudice to its right to compensation for loss and costs. In the event of dissolution in whole or in part, the final account shall be based on what has already been performed and accepted, with any amount due to the Contractor as compensation for an attributable failure to perform being taken into account where applicable.

16.5. The Contractor and the Client may terminate the assignment at any time by giving notice. Notice of termination shall be given in Writing and shall state the reasons.

16.6. Upon termination by notice, the final account shall be based on the state of the Work at the time of termination. The Client shall reimburse the Contractor for the costs incurred up to that point.

16.7. Upon termination by notice, the Client is not permitted to use the Design produced up to that point.

Early termination of the Agreement if the Client acts in the course of a profession or business

16.8. Insofar as the Client acts in the course of a profession or business, the Contractor is entitled, in addition to Article 16.4, to dissolve the Agreement in whole or in part without prior notice of default if:

  1. the Client applies for a suspension of payments or is declared bankrupt;
  2. the Contractor’s business is discontinued or substantially changed;
  3. an attachment is levied against the Client as a result of which the Client can no longer pay on time;

16.9. The Client must immediately notify the Contractor in Writing of bankruptcy, an application for bankruptcy or a threatened attachment.

17. Governing law and dispute resolution

17.1. The Parties shall endeavour to resolve amicably any disputes arising in connection with the Agreement and/or these General Terms and Conditions.

17.2. All disputes arising between the Parties in connection with the Agreement and/or these General Terms and Conditions shall be submitted to the District Court of The Hague. If and insofar as the Client is a consumer, the Client remains entitled to submit the dispute to the competent court of its place of residence. This shall be otherwise only if the legal relationship between the Client and the shell contractor provides that an arbitral tribunal has jurisdiction to hear the dispute. In that case, the same arbitral tribunal shall have exclusive jurisdiction to hear the dispute between the Client and the Contractor as well.

17.3. These General Terms and Conditions, the Agreement and the legal relationship arising from them between the Client and the Contractor are governed exclusively by Dutch law.

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