13 Rescission and Suspension
If specific deadlines have been agreed between the Parties within the term of the Agreement for the completion of specific Work, these will never constitute strict deadlines. If the implementation period is exceeded, the Client will serve the Contractor with a written notice of default, as provided for in Section 82 of Book 6 of the Netherlands Civil Code.
The Parties are authorised to terminate the Agreement unilaterally prior to its expiry date if one of them is of the view that the contract can no longer be performed in accordance with the purchase order confirming the engagement and any subsequent, additional contract specifications. This must be communicated to the other Party immediately and in writing, including supporting arguments. The above does not affect the Client’s obligation to compensate the Work previously performed by the Contractor.
The Contractor is authorised to suspend fulfilment of the obligations or rescind the Agreement in the following cases:
a) If the Client fails to satisfy all or part of the obligations under the Agreement;
b) If, after the Parties have entered into the Agreement, the Contractor fears, based on circumstances of which it has become aware, that there are valid grounds to assume the Client will not fulfil its obligations;
c) If there are valid reasons to fear that the Client will not fulfil all its obligations or will not do so in a satisfactory manner, the suspension is permitted only if this is warranted by the default.
d) If, on entering into the Agreement, the Client was requested to provide security for the fulfilment of its obligations under the Agreement and such security is not forthcoming or has proved to be unsatisfactory;
e) If the Client has requested a moratorium;
f) If bankruptcy is filed on behalf of the Client;
g) If the Client decides to liquidate its business;
h) If the Client loses access to a substantial portion of its assets.
The Contractor will therefore be authorized to suspend fulfilment of all its obligations, including the issue of any documents or other items to the Client or any third parties, until such time as all payable claims against the Client have been paid in full.
The provisions of Article 13.4 do not apply to any items or documents of the Client which have not yet been processed by the Contractor.
On termination of the Agreement, each Party shall immediately return to the other Party any goods, items and documents belonging to the other Party in its possession at that time, including any copies and other derivatives thereof.
The Client and the Contractor may terminate the Agreement with observing a notice period of six months, by means of notice in writing to the other Party. If the Agreement terminates before the Assignment for the agreed financial year and/or calendar year
(from 1 January to December 31) is completed, the Client will owe the fee in accordance with the hours or budget stated by the Contractor for Work executed for the benefit of the Client.