alg.voorwaarden/gen.terms and conditions

Pro-Corr – General Terms and Conditions

Drafted on May the 24th, 2018.

General Terms and Conditions of Pro-Corr, established at Lantingawerf 19, 8651 HA, in IJlst, the Netherlands, registered with the Chamber of Commerce under number 62711229.

Article 1         Definitions

In these General Terms and Conditions, the following terms are used as defined below, unless explicitly stated otherwise.

General Terms and Conditions:       The General Terms and Conditions as stated below.

Pro-Corr:                                         Pro-Corr, registered with the Chamber of Commerce under number 62711229.

Contract:                                          Any contract entered into between Pro-Corr and the Client.

Service:                                             All work, of whatever form, that Pro-Corr has carried out for, or for the benefit of,

                                                          the Client.

Client:                                               The one who has accepted the validity of these General Terms and Conditions and has purchase the product.

Article 2 Scope

  1. These General Terms and Conditions apply to every quotationand Contract entered into between Pro-Corr and the Client, unless the General Terms and Conditions are departed from by the parties explicitly and in writing.
  2. These General Terms and Conditions are also applicable to contracts with Pro-Corr for the implementation of which third parties must be involved.
  3. The applicability of any of the Client’s purchasing conditions or other general terms and conditions is expressly excluded.
  4. If one or more provisions of these General Terms and Conditions are void or voidable, the other provisions of these General Terms and Conditions remain in effect. In this event, Pro-Corr and the Client will consult with each other to agree new provisions to replace the void or voided ones.
  5. Departures from the Contract and the General Terms and Conditions are only valid if they are explicitly agreed with Pro-Corr in writing.
  6. If Pro-Corr not always require the strict compliance of these General terms and Conditions, this will not mean that the provisions of the General terms and Conditions will not apply, or that Pro-Corr to any degree would lose the right in other cases to demand the strict compliance of these General terms and Conditions.

Article 3 Quotations

  1. Quotations should preferably be made in electronic form, unless pressing circumstances make this impossible.
  2. Quotations arevalid for two weeks. Quotations lapse after this period has expired.
  3. Pro-Corr cannot be held to its quotations if the Client, in accordance with the requirements of reasonableness and fairness and generally accepted standards, should have understood that the quotation or an element thereof contains a manifest fault or clerical error.
  4. If the acceptance departs from the offer included in the quotation, whether or not on points of minor importance, then Pro-Corr is not bound by this. The Contract then does not come into being in accordance with this differing acceptance, unless Pro-Corr indicates otherwise.
  5. A composite quotation does not oblige Pro-Corr to perform an element of the Assignment for a corresponding part of the stated price.
  6. Quotations do not automatically apply to future orders or reorders.

Article 4 Formation of the contract

  1. The Contract comes into being through the timely acceptance by the Client of Pro-Corr’s quotation.

Article 5 Duration of the contract

  1. The Contract will be concluded for an indefinite period, unless the nature of the Contract states otherwise or if parties have agreed otherwise explicitly and in writing.

Article 6 Amendments to the contract

  1. If, during the implementation of the Contract, it becomes apparent that it is necessary to amend or supplement the Contract to ensure its proper implementation, then Pro-Corr inform the Client of this as soon as possible. The parties will then amend the Contract in a timely manner and in mutual consultation.
  2. If the parties agree that the Contract will be amended or supplemented, this can influence the time of the completion of the implementation. Pro-Corr inform the Client of this as soon as possible.
  3. If the amendment or supplementation of the Contract will have financial, quantitative and/or qualitative consequences, then Pro-Corr inform the Client of this in advance.
  4. If a fixed price is agreed, then Pro-Corr indicate the extent to which the amendment or supplementation of the Contract will influence the price. In this event Pro-Corr attempt, as far as possible, to issue a quotation in advance.
  5. Pro-Corrmay not make any additional charges if the amendment or supplementation is a consequence of circumstances that can be attributed to Pro-Corr.
  6. Amendments to the Contract originally entered into between the Client and Pro-Corrare only valid from the time at which these amendments are accepted in writing by both parties by means of a supplementary or amended Contract.

Article 7 Implementation of the contract

  1. Pro-Corr will implement the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
  2. Pro-Corr is entitled to arrange for certain work to be carried out by third parties. The applicability of articles 7:404, 7:407, paragraph 2 and article 7:409 of the Dutch Civil Code is explicitly excluded.
  3. Pro-Corr is entitled to arrange that the Contract will be carried out by third parties.
  4. Pro-Corr is entitled to implement the Contract in phases.
  5. If the Contract is implemented in phases, Pro-Corr is entitled to invoice and require payment for each implemented element separately.
  6. If the Contract is implemented in phases, Pro-Corr is entitled to suspend the implementation of those elements that belong to the following phase or phases until the Client has approved in writing the results of the preceding phase.
  7. If and for as long as this invoice is not paid by the Client, Pro-Corr is not obliged to implement the following phase, and is entitled to suspend the contract.
  8. The Client will issue all information or instructions that are necessary for the implementation of the Contract, or which the Client can be reasonably expected to understand are necessary for implementation of the Contract, to Pro-Corr in a timely manner.
  9. If the above-mentioned information and instructions are not issued, or not issued in a timely manner, then Pro-Corr is entitled to suspend the implementation of the Contract. The additional expenses that are incurred through the delay will be borne by the Client.

Article 8 Cancellation

The Client is entitled to cancel the Contract.

In the event of a cancellationthe Client is liable to pay the Honorarium in full or in part. In the event of cancellation:

  • two working days in advance, the Client is obliged to pay 100% of the Honorarium;
  • four working days in advance, the Client is obliged to pay 75% of the Honorarium;
  • two weeks in advance, the Client is obliged to pay 50% of the Honorarium;
  • three weeks in advance, the Client is obliged to pay 25% of the Honorarium;
  • one month in advance, the Client is obliged to pay 10% of the Honorarium;

In case of force majeure the Client is not obliged to pay the full Honorarium.

Article 9 Prices

  1. The prices are expressed in Euros, exclusive of VAT, import and export duties, excise duties and other taxes or government levies, unless indicated otherwise.
  2. The prices are exclusive of travel, accommodation, packaging, delivery, transportation costs and administration costs, unless indicated otherwise.
  3. Pro-Corr will provide a statement of all associated costs, or provide information on the basis of which these costs can be calculated by the Client, in a timely manner before the Contract is entered into.
  4. If there isn’t a Price and/or fee expressly agreed, the Honorarium and/or fee will determined by the actual amount of hours/days and the usual hourly/daily fee of Pro-Corr .

 

Article 10 Amendment of prices

  1. If Pro-Corr agrees a fixed price when the Contract is entered into, then Pro-Corr is entitled to increase this price, also when the price is not originally specified provisionally.
  2. If Pro-Corr has the intention of amending the price, it will inform the Client of this as soon as possible.
  3. If the increase of the price takes place within three months of the Contract being entered into, the Client can terminate the Contract by means of a written statement, unless:
  • the increase arises from a right of Pro-Corr or an obligation resting upon Pro-Corr in accordance with the law;
  • the increase is due to a rise in the price of raw materials, wages etc. or on other grounds that could not reasonably have been foreseen when the Contract was entered into;
  • Pro-Corr is still prepared to implement the Contract on the basis of that which was originally agreed;
  • it is stipulated that the implementation will be carried out more than three months after the Contract was entered into.
  1. The Client is entitled to terminate the Contract if the prices are increased more than three months after the Contract was entered into, unless it is stipulated in the Contract that the implementation will be carried out more than three months after the Contract was entered into.
  2. Pro-Corr will inform the Client in the event of the intention to increase the price, stating the extent of the increase and the date upon which it will take effect.

Article 11 Implementation periods

  1. The work will be carried out within a period stated by Pro-Corr .
  2. If a period is agreed or stated for the performance of particular work, then this period is only indicative and is not to be regarded as a strict deadline.
  3. If Pro-Corr needs information or instructions from the Client that are necessary for the implementation of the Contract, then the implementation period will commence after the Client has provided these to Pro-Corr .
  4. If an implementation period is exceeded, the Client must issue Pro-Corr with a written notice of default, whereby Pro-Corr will be offered a reasonable period to nonetheless implement the Contract.
  5. A notice of default is not necessary if the implementation has become permanently impossible, or it otherwise becomes apparent that Pro-Corr will not meet its obligations arising from the Contract. If Pro-Corr does not commence implementation within this period, then the Client is entitled to terminate the Contract without judicial intervention and/or seeking compensation.

 

Article 12 Transfer of risk

  1. The items that are the subject of the Contract are at the cost and risk of Pro-Corr until the time that these are made available to the Client.
  2. The risk of loss, damage or reduction in value of items that are the subject of the Contract is transferred to the Client at the time that the items become available to the Client or to a third party designated by the Client.

Artikel 13 Payment

  1. Payment will take place by means of transfer to a bank account specified by Pro-Corr, unless agreed otherwise. Transfer will take place by means of an invoice.
  2. Payment in arrears must be made within 30 days of the invoice date, in a manner to be specified by Pro-Corr and in the currency in which the invoice is issued, unless agreed otherwise.
  3. Pro-Corr and the Client may agree that payment be made in instalments in proportion with the progress of the work. If payment in instalments is agreed, the Client must make payment in accordance with the periods and percentages as established in the Contract.
  4. The Client is not authorised to deduct any amount from the payable amount by reason of a counterclaim made by the Client.
  5. Objections to the level of the invoice do not have the effect of suspending the payment obligations.
  6. After the expiry of a period of 30 days after the invoice date, the Client will be, without a notice of default, by operation of law in default. The Client has to bear from the moment of default on the immediately claimable amount an interest at the rate of 3% per month, unless the statutory interest rate is higher.
  7. In the event of bankruptcy, suspension of payment or placement under conservatorship, the amounts owed to Pro-Corr and the obligations of the Client towards Pro-Corrwill are immediately claimable.

Article 14 Collection costs

  1. If the Client is in default or in breach of the Contract in fulfilling its obligations (in a timely manner) then all reasonable costs incurred to obtain an out-of-court settlement are payable by the Client. The Client is in any event liable to pay the collection costs.
  2. With regard to the extrajudicial (collection) charges, Pro-Corrwill is entitled – in departure from article 6:96 paragraph 5 of the Dutch Civil Code and the Payment of Extrajudicial Collection Charges Decree – to a payment of 15% of the total outstanding principal sum, with a minimum of €90 for every invoice that is wholly or partly unpaid.
  3. Any reasonable legal costs and execution costs incurred are also payable by the Client.

Article 15 Retention of title

  1. All items supplied by Pro-Corr within the framework of the Contract remain the property of Pro-Corr until the Client has properly fulfilled and fully complied with that which is required of it by virtue of the Contract.
  2. Payable amounts also include the reimbursement of all charges and interest, including those of earlier or later supplies and services provided, as well as compensation claims due to breach of contract.
  3. For as long as the ownership of the supplied items has not been transferred to the Client, the Client may not sell on, pledge or in any other way encumber that which falls under the retention of title, except within the normal conduct of its business.

Article 16 Suspension

  1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully or in a timely manner, then Pro-Corr is entitled to suspend the corresponding obligation. In the event of partial or inadequate fulfilment, suspension is only permitted in so far as this is justified by the shortcoming.
  2. Moreover, Pro-Corr is entitled to suspend the fulfilment of the obligations if:
  • after the Contract is entered into, Pro-Corr becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
  • the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
  • circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Pro-Corr.
  1. Pro-Corr reserves the right to claim compensation.

Article 17 Termination

  1. If the Client does not fulfil an obligation arising from the Contract, or does not meet it fully, in a timely manner or properly, then Pro-Corr is entitled to terminate the Contract with immediate effect, unless the shortcoming, in view of its limited significance, does not justify the termination.
  2. Moreover, Pro-Corr is entitled to terminate the Contract with immediate effect if:
  • after the Contract is entered into, Pro-Corr becomes aware of circumstances that give good grounds to fear that the Client will not fulfil its obligations;
  • the Client is requested, on entering into the Contract, to provide security for the fulfilment of its obligations arising from the Contract, and this security is not provided or is insufficient;
  • due to a delay on the part of the Client, Pro-Corr can no longer be required to fulfil the Contract under the originally agreed conditions;
  • circumstances arise of such a nature that fulfilment of the Contract is impossible, or that the unamended maintenance of the Contract cannot be reasonably required of Pro-Corr;
  • the Client is declared bankrupt, submits an application for a suspension of payment, requests the application of debt rescheduling for natural persons or is served with a writ of sequestration on all or part of its property;
  • the Client is placed under conservatorship;
  • the Client deceases.
  1. Termination will take place by means of a written declaration, without judicial intervention.
  2. If the Contract is terminated, the Client’s debts to Pro-Corr become immediately due and payable.
  3. f Pro-Corr terminates the Contract on the above-mentioned grounds, Pro-Corr is not liable for any costs or compensation.
  4. If the termination is attributable to the Client, the Client is liable for the damage suffered by Pro-Corr.

Article 18 Force majeure

  1. Breaches may not be attributed to Pro-Corr or the Client is they are not their fault, or if they are not accountable by law, juristic act, or according to the generally accepted standards. In this case the parties are also not bound to fulfil the obligations arising from the Contract.
  2. In these General Terms and Conditions, the term “force majeure” is defined as – in addition to what is understood in law and jurisprudence in this regard – all external causes, foreseen or unforeseen, upon which Pro-Corr can exercise no influence and through which Pro-Corr is not able to fulfil its obligations.
  3. Circumstances regarded as resulting in force majeure include, lockouts, fire, water damage, natural disasters or other external contingencies, mobilisation, war, traffic congestion, blockades, import or export restrictions or other government measures, stagnation or delay in the supply of raw materials or machinery components, as well as any circumstances through which normal business operations are impeded, as a result of which the fulfilment of the Contract by Pro-Corr cannot be reasonably sought by the Client.
  4. Pro-Corr is also entitled to invoke force majeure if the circumstance that hinders (further) fulfilment of the Contract occurs after Pro-Corr should have fulfilled its obligations.
  5. In case of force majeure the parties are not obliged to proceed with the Contract, and are not bound to pay any compensation.
  6. During the period that the force majeure continues, both Pro-Corr and the Client can fully or partly suspend the obligations arising from the Contract. If this period lasts for longer than 2 months, both parties are entitled to terminate the Contract with immediate effect, by means of a written notification, without judicial intervention and without the parties being able to claim any damages.
  7. If the situation of force majeure is of a temporary nature, Pro-Corr reserves the right to suspend the agreed service for the duration of the situation of force majeure. In the event of permanent force majeure both parties are entitled to terminate the Contract without judicial intervention.
  8. If at the time of the occurrence of force majeure Pro-Corr has already partly fulfilled, or will fulfil, its obligations arising from the Contract, and independent value accrues to the part fulfilled or to be fulfilled, then Pro-Corr is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is bound to pay this invoice as if there were a separate Contract.

Article 19 Guarantee

  1. Pro-Corr accordingly guarantees that the work carried out by it will conform with the Contract and will be properly carried out with good workmanship and using proper materials.
  2. The guarantee stated in these General Terms and Conditions applies to usage within and outside Europe.
  3. If the Service provided does not conform with the Contract, Pro-Corr will, after notification of this, provide a replacement or carry out a repair at no charge.
  4. When the guarantee period has expired, all costs of repair or replacement, including administrative, shipping and call-out charges, will be borne by the Client.
  5. No form of guarantee covers damage caused by incompetent use or lack of care, or as a result of alterations made by the Client or by third parties, nor does Pro-Corr provide any guarantee for damage arising as a result of these defects.
  6. The guarantee also becomes inoperative if the defect has arisen through or is a result of circumstances beyond the control of Pro-Corr . These circumstances include weather conditions.

Article 20 Examination and claims

  1. The Client is obliged to examine the Service at the moment of performance, but in any case within 7 days after the performance of the Service. The Client must examine whether the quality and quantity of the Service comply with what the parties agreed, at least meet the requirements that are common in trade.
  2. Visible defects and shortcomings have to be reported within 7 working days after the performance of the Service in writing to Pro-Corr .
  3. Non-visible defects and shortcomings have to be reported within 7 working days after its discovery to Pro-Corr .
  4. The right to (partial) restitution of the price, repair or replacement or compensation lapses, if the defects will not be reported within the prescribed period, unless the nature of the Service states otherwise or from circumstances of the case a broader period arises.
  5. The payment obligation will not be suspended if the Client reports the defect to Pro-Corr within the prescribed period.

Article 21 Liability

  1. Pro-Corr is only liable for direct damage that has arisen through wilful recklessness or an intentional act or omission of Pro-Corr.
  2. Pro-Corr is not liable for damage, of whatever nature, resulting from Pro-Corr basing its actions upon inaccurate and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness ought to have been known to Pro-Corr.
  3. The liability of Pro-Corr is excluded for indirect damage, including in any event consequential damage, loss of profit, lost savings and loss due to business interruption, or immaterial damage to the Client.
  4. If Pro-Corr is liable for any damage, then the liability of Pro-Corrwill is limited to an amount twice to the amount stated in the invoice,or to the amount to which the insurance taken out by Pro-Corr gives entitlement, with the deduction of the policy excess borne by Pro-Corrwill under the terms of the insurance.
  5. The limitations of the liabilities in this article will not apply if the damage is due to an intentional act or recklessness of Pro-Corr or due to his supervisory subordinates.
  6. The Client must report the damage for which Pro-Corrcan be held liable to Pro-Corr as soon as possible, but in any event within 10 days of the damage having arisen, on penalty of the forfeiture of any right to compensation for this damage.
  7. Any liability claim against Pro-Corr lapses within one year of the Client having become aware, or possibly reasonably having become aware, of the harmful event.

Article 22 Indemnity

  1. The Client indemnifies Pro-Corr against any claims by third parties who suffer damage in connection with the implementation of the Contract which is attributable to the Client.
  2. If Pro-Corr may be sued for this reason, then the Client is bound to provide Pro-Corr with both judicial and extrajudicial support. Furthermore, all costs and damage on the part of Pro-Corr and third parties will be at the expense and risk of the Client.

Article 23 Limitation period

  1. In departure from the legal limitation period, a limitation period of one year applies to all claims against Pro-Corr and any third parties brought in by Pro-Corr.

Article 24 Intellectual property

  1. Pro-Corr reserves the rights and powers accruing to it under the provisions of the Copyright Act and other intellectual property legislation and regulations.
  2. Pro-Corr reserves the right to utilise the knowledge acquired for the performance of the work and general information for other purposes and other work, in so far as no confidential information is hereby communicated to third parties.

Article 25 Privacy

  1. Pro-Corr will store the details and information that the Client provides to Pro-Corr carefully and confidentially.
  2. Pro-Corr acts in accordance with the GDPR which is effective from May 25, 2018. Pro-Corr will keep a register of processing activities on the basis of the GDPR.
  3. Pro-Corr will only use the details and information of the Client in the context of the execution of its delivery obligation or the handling of a complaint.
  4. Pro-Corr may only use the personal details of the Client within the framework of the implementation of its obligation to supply, or of dealing with a complaint.
  5. It is not permitted for Pro-Corr to lend out, rent, sell or in any other way make public the personal data of the Client.
  6. Pro-Corr is not permitted to lend out, hire out or sell the personal details of the Client, or to publicise them in any other manner.
  7. Pro-Corr will not keep the personal data longer than necessary.
  8. The Client is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.
  9. The Client agrees that Pro-Corr may approach the Client for statistical or customer satisfaction research. If the Client does not wish to be approached for research, the Client may make this known.

Article 26 Applicable law, disputes

  1. Dutch law is exclusively applicable to all legal relationships to which Pro-Corr is a party. This also applies if an obligation is wholly or partly fulfilled outside of the Netherlands or if the Client has its place of business outside of the Netherlands.
  2. The applicability of the Vienna Sales Convention (CISG) is excluded.
  3. Disputes between Pro-Corr and the Client will only be submitted to the competent court in the Noord-Holland district, unless the law mandatorily prescribes otherwise.

Article 27 Amendment of the general terms and conditions

  1. Pro-Corr is entitled to amend the general terms and conditions unilaterally.
  2. Amendments will also apply to Contract that are already concluded.
  3. Pro-Corr zal de Wederpartij per e-mail op de hoogte stellen van de wijzigingen. Pro-Corr will inform the Client by e-mail about the amendments.
  4. The amendments to the general terms and conditions will be in force thirty days after the Client is informed of the amendments.
  5. If the Client does not agree with the announced amendments, the Client is entitled to terminate the Contract.

Article 28 Translation

The following terms and conditions are a translation of the term and conditions of Pro-Corr registered under number 62711229.

The Dutch version of the General Terms and Conditions of Pro-Corr is the authentic version. This version of the General Terms and Conditions will take precedence in the event of the explanation or interpretation of the General Terms and Conditions. In the event of a difference in meaning or interpretation between the two versions, then the Dutch version of the General Terms and Conditions will prevail.

Article 29 Location

These General Terms and Conditions are filed at the Chamber of Commerce under number 62711229.