Article 1 – Definitions

1. Contractor / Optimum: Optimum Bouw- en Aannemersbedrijf.
2. Client: any natural person or legal entity that commissions Optimum to carry out work.
3. Consumer: a natural person acting outside the course of a profession or business.
4. Business client: a client acting in the course of a profession or business, including companies, property investors and professional landlords.
5. Agreement: the agreement between Optimum and the client concerning the execution of work and/or supply of materials.
6. Work: all work to be carried out by Optimum under the agreement.
7. Quotation: the written description of the offered work, prices, payment terms and any other agreements.
8. Additional work: work that is not included in the originally agreed scope or that becomes additionally necessary or desired during execution.

Article 2 – Applicability

These general terms and conditions apply to all quotations, order confirmations and agreements of Optimum.

Deviations are valid only when agreed in writing. Written communication also includes communication by email, WhatsApp, digital signature or a signed document.

Terms and conditions of the client apply only if Optimum has expressly accepted them in writing.

If any provision of these terms and conditions proves to be void or voidable, the remaining provisions shall remain in force.

Article 3 – Quotations and validity period

Unless otherwise stated in the quotation, an Optimum quotation is valid for 7 calendar days from the date of the quotation.

After this period has expired, Optimum may reassess the quotation and amend prices, planning and availability.

Obvious calculation errors, typographical errors or evident mistakes in a quotation shall not bind Optimum where the client could reasonably have understood that an error had been made.

Quotations apply exclusively to the work and circumstances described in the quotation and do not automatically apply to future assignments.

Article 4 – Formation of the agreement

An agreement is generally concluded once the client has demonstrably accepted the quotation or assignment in writing.

Written acceptance may take place by, among other things:

• signing the quotation;
• digital signature;
• email;
• WhatsApp;
• another demonstrable digital confirmation.

A clear confirmation by WhatsApp, for example “agreed”, “assignment confirmed” or words of similar meaning, may constitute a binding order confirmation where it is sufficiently clear to which quotation or assignment the confirmation relates.

Where the parties actually commence performance of an assignment without formal signature, their conduct and written communications may also be taken into account when determining what has been agreed.

Article 5 – Statutory cooling-off period for consumers

Where a consumer concludes an agreement at a distance or away from business premises and a statutory right of withdrawal applies, the consumer is in principle entitled to a statutory cooling-off period of 14 days.

If the consumer expressly requests Optimum to commence work during this cooling-off period, Optimum may require this request to be confirmed in writing.

If the consumer subsequently exercises the right of withdrawal during the cooling-off period after work has already commenced at the consumer's request, the consumer shall, insofar as permitted by law, owe a proportionate payment for the part of the work already performed.

Where a service is fully performed during the cooling-off period and all statutory requirements for expiry of the right of withdrawal have been met, the right of withdrawal may cease to apply.

Statutory exceptions may apply to urgent work.

Article 6 – Prices and VAT

The quotation will state whether prices include or exclude VAT. For consumers, prices will be presented in a manner that complies with applicable consumer legislation.

The agreed price is based on the circumstances known at the time the quotation was issued.

Article 7 – Price adjustments and postponed execution

After acceptance of a quotation, the agreed price will not be changed without valid grounds.

A price adjustment may, however, take place where there is:

• a change requested by the client;
• additional work;
• unforeseen circumstances;
• changes in statutory taxes or levies;
• demonstrable exceptional increases in material or labour costs that cannot reasonably be expected to remain for Optimum's account;
• postponement or delay for which the client is responsible.

Where execution, due to or at the request of the client, does not commence until more than 10 months after the original quotation date, Optimum may re-index the work still to be performed on the basis of demonstrable changes in labour and material costs.

For consumers, such adjustment shall take place only insofar as permitted under applicable consumer law and provided it has been agreed sufficiently clearly in advance.

Article 8 – Fixed contract price and work on a time-and-materials basis

Work may be carried out for a fixed contract price, on a time-and-materials basis or by means of a combination of both.

For a fixed contract price, only the items included in the quotation or scope of work are included.

For work carried out on a time-and-materials basis, the actual hours worked, materials used, any subcontractors and agreed additional costs will be charged.

Timesheets, work orders, material lists, digital records and relevant email or WhatsApp correspondence may be used to substantiate work carried out on a time-and-materials basis.

Article 9 – Additional work

Work not included in the original quotation or scope of work shall be regarded as additional work.

Additional work will generally only be carried out after the client has demonstrably agreed to it. Such approval may also be given by email or WhatsApp.

Optimum will, insofar as reasonably possible, inform the client in advance of the financial consequences of additional work.

Where immediate execution is reasonably necessary to prevent danger, serious damage or unnecessary serious interruption of the work, Optimum may carry out necessary work before formal approval has been obtained, insofar as this is reasonable in the circumstances.

Article 10 – Unforeseen circumstances and hidden defects

Circumstances that were not visible in advance, could not reasonably have been foreseen and were not included in the quotation do not form part of the original contract price.

These may include, for example:

• hidden timber decay;
• asbestos or other hazardous substances;
• outdated or defective electrical installations;
• hidden pipes or drains;
• structural defects;
• damp or leakage problems;
• defective work previously carried out by others;
• defects behind existing walls, ceilings and floors.

Additional work that becomes necessary as a result will be treated as additional work.

Article 11 – Materials supplied by the client

Where the client supplies materials, sanitary ware, tiles, appliances, kitchen components, taps or other items, the client is responsible for their timely and correct delivery.

Delays and additional costs resulting from the following shall be for the client's account and risk:

• late delivery;
• missing components;
• incorrect dimensions;
• incorrect specifications;
• product defects;
• transport damage;
• unsuitability for the existing situation;
• incompatibility between products.

If Optimum personnel are unable to work, or are unable to work efficiently, as a result of such circumstances, reasonable and demonstrable costs for downtime, rescheduling, additional attendance, transport or additional deployment may be charged as additional work.

Optimum will inform the client as soon as it becomes reasonably clear that such additional costs are arising.

Article 12 – Permits, owners' association and other approvals

Unless expressly agreed otherwise in writing, the client is responsible for obtaining in good time:

• environmental or building permits;
• approval from the owners' association (VvE);
• approval from the landlord or property owner;
• structural calculations;
• other required external approvals.

Where Optimum is responsible for arranging any of these matters under the quotation, only the responsibility described in that quotation shall apply.

Article 13 – Obligations of the client

The client shall ensure that Optimum receives in good time all information necessary to carry out the work.

The client shall also ensure:

• timely access to the work location;
• sufficient working space;
• access for the delivery and removal of materials;
• electricity and water for normal use during the work;
• timely decisions concerning choices necessary for progress;
• timely execution of work by third parties engaged by the client.

Article 14 – Planning and execution periods

Specified start and completion dates are generally target dates unless it has expressly been agreed in writing that a deadline is final and binding.

The planning may be adjusted as a result of, among other things:

• additional work;
• unforeseen circumstances;
• supply problems;
• weather conditions where relevant;
• illness or unavailability of specialised tradespeople;
• delay caused by the client;
• delay caused by third parties;
• force majeure.

Optimum will inform the client as soon as reasonably possible if a relevant change to the planning occurs.

Article 15 – Downtime and delay outside Optimum's responsibility

Where work is delayed or suspended due to a cause that cannot be attributed to Optimum, the resulting reasonable additional costs may be charged to the client.

These may include:

• downtime of personnel;
• additional travel and transport costs;
• rescheduling employees;
• storage costs;
• additional site visits;
• loss of production hours already reserved.

Article 16 – Subcontractors and third parties

Optimum may use its own employees, self-employed tradespeople and subcontractors for the execution of the work.

Subcontractors engaged by Optimum work under Optimum's responsibility insofar as their work forms part of the agreement between Optimum and the client.

Parties contracted directly by the client do not fall under Optimum's responsibility or warranty.

Optimum is not responsible for delay, defects or damage caused by parties engaged directly by the client, unless Optimum has expressly accepted responsibility for them in writing.

Article 17 – Payment

The payment arrangement will be recorded in the quotation or order confirmation. Optimum may use different payment schedules depending on the nature, size and duration of the project.

Payment must be received no later than the due date stated in the invoice or agreement.

For work carried out on a time-and-materials basis, periodic invoicing, including weekly invoicing, may be used where agreed.

Article 18 – Late payment and suspension of work

If a due payment is not received on time, Optimum may notify the client in writing or by WhatsApp.

For business clients, Optimum may suspend the work if payment has not been received within 24 hours following this notice and no suitable payment arrangement has been made.

For consumers, a reasonable period will be applied and the applicable statutory rules concerning default and debt collection will be observed.

Suspension due to non-payment may affect the original planning. Optimum is not obliged to maintain the original planning where employees or subcontractors must be rescheduled as a result of the payment arrears.

Reasonable costs directly resulting from a justified suspension or restart may be charged to the client, insofar as permitted by law.

Article 19 – Interest and collection costs

In the event of late payment, the client shall owe interest in accordance with the applicable statutory rules.

For consumers, extrajudicial collection costs will only be charged after the statutory requirements have been met, including, where applicable, the required free payment reminder period.

For business clients, statutory commercial interest and extrajudicial collection costs shall apply insofar as permitted by law and the agreement.

Article 20 – Changes to the assignment

A change requested by the client may affect:

• the price;
• the planning;
• the required materials;
• the deployment of personnel;
• the technical execution.

Optimum will inform the client as soon as reasonably possible of any relevant consequences.

Article 21 – Cancellation and termination by the client

Once an agreement has been concluded, it cannot be terminated without financial consequences where Optimum has already incurred costs, reserved capacity or entered into obligations.

In the event of termination of a contract for work, settlement shall take place in accordance with the applicable statutory rules.

For a fixed contract price, this generally means that the client remains liable for the agreed price, less the savings that arise directly for Optimum as a result of termination.

The following may be taken into account:

• work already carried out;
• materials already ordered or specially manufactured;
• non-cancellable orders;
• subcontractor costs;
• preparation and planning costs;
• other obligations already entered into;
• the margin that Optimum could reasonably have expected from the work under the applicable statutory rules.

For consumers, any applicable statutory right of withdrawal as described in Article 5 shall also apply.

Article 22 – Suspension or termination by Optimum

Optimum may suspend work where the client fails to fulfil its obligations and the breach justifies suspension.

This may include, for example:

• late payment;
• lack of access to the work location;
• failure to provide necessary information;
• unsafe conditions;
• absence of required permits or approvals;
• serious obstruction of execution by the client or third parties engaged by the client.

An agreement will only be terminated where there are sufficient legal or contractual grounds to do so.

Article 23 – Completion and handover

When the work is completed, it will, where appropriate, be inspected together with the client.

Visible completion items may be recorded during handover. Minor completion items that do not prevent normal use do not necessarily prevent completion or handover.

If the client fails to respond without valid reason to a request for handover, Optimum may provide a further opportunity in writing to inspect the work.

For consumers, the mere expiry of a short period does not automatically result in the loss of statutory rights.

Article 24 – Rectification of completion items

Valid completion items will be rectified within a reasonable period, taking into account the nature of the item, availability of materials and any specialist work required.

There is no general rule under which all rights expire after 30 days.

Article 25 – Warranty conditions

Work carried out by Optimum is also subject to the Warranty Conditions Optimum Renovations 2026 .

The commercial warranty contained in those conditions is separate from statutory rights and liability.

Article 26 – Complaints

The client shall report a complaint or defect as soon as reasonably possible after it has been discovered.

The notification should preferably include:

• a description of the problem;
• photographs or videos;
• project or invoice details;
• the address where the work was carried out.

Optimum must first be given a reasonable opportunity to investigate a reported defect and, if Optimum is responsible for it, to carry out the repair itself.

Article 27 – Liability of Optimum

Optimum is liable for damage insofar as such damage can be attributed to Optimum under the law and the agreement.

Where the damage is covered by Optimum's business liability insurance, liability is in principle limited to the amount paid by the insurer in the relevant case, increased by any applicable excess.

Where, for a reason that cannot be held against the client, no insurance payment is made, any limitation in relation to consumers shall apply only insofar as permitted by law.

For business clients, liability may, insofar as permitted, be limited to the value of the part of the assignment to which the damage relates, up to a maximum of the amount that can reasonably be attributed to the relevant work under the agreement.

Limitations do not apply where damage results from intent or deliberate recklessness on the part of Optimum, or where a limitation of liability is not permitted under mandatory law.

Article 28 – Indirect damage for business clients

For business clients, Optimum shall, insofar as permitted by law, not be liable for indirect damage such as:

• loss of profit;
• loss of turnover;
• loss of rental income;
• business interruption losses;
• loss of exploitation opportunities;
• delay-related losses suffered by third parties;
• other consequential damage.

This exclusion does not apply insofar as the damage results from intent or deliberate recklessness on the part of Optimum or where exclusion is not permitted by law.

Article 29 – Damage caused by existing circumstances

Optimum is not liable for damage resulting from existing or hidden circumstances outside the agreed scope of work unless Optimum demonstrably caused the damage itself.

This includes, for example:

• asbestos or other contamination;
• hidden structural defects;
• existing leaks;
• old pipes and electrical installations outside the agreed scope;
• existing foundation or damp problems.

Article 30 – Ownership of supplied materials

Insofar as legally possible, uninstalled and identifiable materials that have not yet been paid for in full shall remain the property of Optimum.

Once materials have been permanently incorporated into the work, the statutory rules concerning ownership and accession shall apply.

Article 31 – Intellectual property

Drawings, calculations, designs, work descriptions, advice and other documents produced by Optimum shall, insofar as intellectual property rights apply to them, remain the property of Optimum.

The client may use these only for the project for which they were provided unless otherwise agreed in writing.

Article 32 – Project photographs and privacy

Optimum will not publish identifiable private information, persons or other identifiable information from a property for marketing purposes without a valid legal basis or consent.

Where Optimum wishes to use photographs of a project for portfolio or marketing purposes and consent is required, such consent will be requested separately.

Article 33 – Employees and tradespeople engaged by Optimum

During execution of the project, the client shall not bypass Optimum by directly commissioning employees, self-employed tradespeople or subcontractors engaged by Optimum for the relevant project.

The client shall likewise not engage such persons directly, without Optimum's prior written consent, for work that directly results from or is connected with the project where doing so would deliberately circumvent Optimum.

This provision shall be applied reasonably and is intended solely to protect the business relationship between Optimum and the tradespeople engaged by it.

Article 34 – Force majeure

Force majeure means a circumstance beyond Optimum's reasonable control that makes performance temporarily or permanently impossible or unreasonably burdensome.

Depending on the circumstances, this may include:

• serious illness or sudden unavailability of specialist personnel;
• fire or serious emergencies;
• extreme weather conditions;
• strikes;
• government measures;
• serious disruption to transport or supply chains;
• unavailability of essential materials beyond Optimum's control.

During force majeure, obligations shall be suspended insofar as performance is prevented by the force majeure event.

Work already carried out and materials already supplied may be invoiced separately.

Article 35 – Confidentiality

The parties shall treat confidential information received from each other during the project as confidential where it is clear from the nature of the information that it is not intended for disclosure.

Article 36 – Consumers

For consumers, these general terms and conditions apply subject to mandatory Dutch consumer law.

Provisions concerning liability, payment, termination, complaints, cooling-off periods, debt collection and disputes apply to consumers only insofar as legally permitted.

If any provision of these terms and conditions proves not to be legally valid in relation to a consumer, the remaining provisions shall continue to apply as far as possible.

Article 37 – Business clients and property investors

For business clients, these terms and conditions apply in full unless otherwise agreed in writing in the quotation or agreement.

For business projects, additional or different arrangements may be made concerning:

• payment;
• planning;
• warranty;
• liability;
• additional work;
• project organisation;
• completion and handover.

Written project-specific agreements shall take precedence over these general terms and conditions.

Article 38 – Disputes

The parties will first attempt to resolve any dispute through mutual consultation.

If this is unsuccessful, the parties may mutually agree to mediation or another form of dispute resolution.

If legal proceedings are necessary, the dispute shall be submitted to the court having jurisdiction under Dutch law.

For business clients, a specific agreement may designate a competent court in writing, insofar as legally valid.

Article 39 – Dutch law

Every agreement with Optimum is governed by Dutch law.

Article 40 – Order of precedence of documents

In the event of any inconsistency between different documents, the following order of precedence shall apply unless otherwise agreed in writing:

1. written project-specific agreements;
2. the accepted quotation or order confirmation;
3. any technical scope of work;
4. the Warranty Conditions Optimum Renovations 2026;
5. these general terms and conditions.

Article 41 – Amendment of general terms and conditions

Optimum may amend these general terms and conditions for future assignments.

For an agreement already concluded, the terms and conditions that applied at the time the agreement was concluded shall in principle remain applicable unless the parties agree otherwise in writing or an amendment results from the law.

Article 42 – Final provision

Situations not covered by these general terms and conditions shall be assessed on the basis of the agreement, the nature of the project, reasonableness and fairness and applicable Dutch law.