is-sticky

GENERAL TERMS AND CONDITIONS

Centrϕide – Statutory Cooperative Centroide UA

Vriezenveenseweg 57, Wierden

hereinafter referred to as: Centrϕide

Article 1 Definitions

In these general terms and conditions, the following terms are used with the meanings set out below, unless expressly stated otherwise.
CentrΦide: the party applying these general terms and conditions.
Client: CentrΦide’s counterparty.
Agreement: the agreement for the provision of services.

Article 2 General

These terms and conditions apply to every offer, quotation and agreement between CentrΦide and a client to which CentrΦide has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
These terms and conditions also apply to all agreements with CentrΦide, the performance of which requires the involvement of third parties.
Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.
The applicability of any of the client’s purchasing or other terms and conditions is expressly rejected.
If one or more of the provisions in these general terms and conditions are void or are set aside, the remaining provisions of these general terms and conditions shall remain in full force and effect. CentrΦide and the client shall then enter into consultation with a view to agreeing new provisions to replace the void or annulled provisions, whilst, where and to the extent possible, taking into account the purpose and intent of the original provision.

Article 3 Offers and quotations

All offers are non-binding, unless a period for acceptance is specified in the offer.
Quotations provided by CentrΦide are non-binding; they are valid for 30 days, unless otherwise stated. CentrΦide is only bound by the quotations if the other party confirms their acceptance in writing within 30 days, unless otherwise stated.
The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including postage and administration costs, unless otherwise stated.
If the acceptance deviates (on minor points) from the offer set out in the quotation, CentrΦide shall not be bound by it. The contract shall not then be concluded in accordance with this deviating acceptance, unless CentrΦide indicates otherwise.
A composite quotation does not oblige CentrΦide to carry out part of the assignment for a corresponding proportion of the quoted price.
Quotations or offers do not automatically apply to future assignments.

Article 4 Performance of the contract

CentrΦide shall perform the contract to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the state of the art at the time.
If and insofar as the proper performance of the contract so requires, CentrΦide shall be entitled to have certain work carried out by third parties.
The client shall ensure that all information which CentrΦide indicates is necessary, or which the client ought reasonably to understand is necessary for the performance of the contract, is provided to CentrΦide in good time. If the information required for the performance of the contract is not provided to CentrΦide in good time, CentrΦide shall be entitled to suspend the performance of the contract and/or to charge the client for any additional costs arising from the delay in accordance with the usual rates.
CentrΦide shall not be liable for any damage, of whatever nature, arising from CentrΦide having relied on incorrect and/or incomplete information provided by the client, unless such incorrectness or incompleteness should have been apparent to CentrΦide.
If it has been agreed that the contract is to be carried out in phases, CentrΦide may suspend the performance of those parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.
If, in the context of the assignment, work is carried out by CentrΦide or by third parties engaged by CentrΦide at the client’s premises or at a location designated by the client, the client shall provide, free of charge, the facilities reasonably required by those employees.
The client shall indemnify Centrϕide against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the client.

Article 5 Amendment of the agreement

If, during the performance of the agreement, it becomes apparent that it is necessary, for the proper performance of the agreement, to amend or supplement the work to be carried out, the parties shall amend the agreement accordingly in a timely manner and by mutual agreement.
If the parties agree to amend or supplement the agreement, this may affect the date of completion of the work. Centrϕide shall inform the client of this as soon as possible.
If the amendment or addition to the agreement is likely to have financial and/or qualitative consequences, Centrϕide shall inform the client of this in advance. If a fixed fee has been agreed, Centrϕide shall specify the extent to which the amendment or addition to the agreement will result in this fee being exceeded.
Notwithstanding paragraph 3, Centrϕide shall not be entitled to charge any additional costs if the amendment or addition is the result of circumstances attributable to Centrϕide.

Article 6 Contract term; performance period

The agreement between Centrϕide and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
If, during the term of the agreement, a deadline has been agreed for the completion of certain work, this shall never be a strict deadline. Should the performance period be exceeded, the client must therefore give Centrϕide written notice of default.

Article 7 Fee

The fee and any cost estimates are exclusive of VAT.
If Centrϕide agrees a fixed fee or hourly rate with the client, Centrϕide is nevertheless entitled to increase this fee or rate.
Furthermore, Centrϕide is entitled to pass on price increases if, between the time of the quotation and delivery, rates relating to, for example, wages have risen.
Moreover, Centrϕide may increase the fee if, during the performance of the work, it transpires that the originally agreed or expected volume of work was so significantly underestimated at the time the contract was concluded, and this is not attributable to Centrϕide, that Centrϕide cannot reasonably be expected to carry out the agreed work for the originally agreed fee. In such a case, Centrϕide shall notify the client of its intention to increase the fee or rate. Centrϕide shall specify the extent of the increase and the date on which it will take effect.

Article 8 Payment

Payment must be made within 30 days of the invoice date, in the manner specified by Centrϕide and in the currency in which the invoice is issued. Any objections to the amount of the invoices do not suspend the obligation to pay.
If the client fails to meet its payment obligations within the 30-day payment term, the client shall be in default by operation of law. From that moment, the client shall owe interest in accordance with the statutory commercial interest rate as referred to in Article 6:119a of the Dutch Civil Code. Interest on the amount due is calculated from the moment the client is in default until the date of full payment.
In the event of the client’s liquidation, bankruptcy, attachment or suspension of payments, Centrϕide’s claims against the client become immediately due and payable.
Centrϕide is entitled to apply payments made by the client first towards the costs, then towards the interest due, and finally towards the principal sum and the current interest. Centrϕide may, without thereby being in default, refuse an offer of payment if the client specifies a different order of allocation. Centrϕide may refuse full repayment of the principal sum if the accrued and current interest, as well as th
Centrϕide reserves the right to charge a credit restriction surcharge of 2%. This surcharge is not payable if payment is made within 7 days of the invoice date.
If the client cancels an order for products after it has been confirmed or placed by Centrϕide, the client shall owe Centrϕide cancellation fees amounting to 100% of the order value. E costs, are not also paid at the same time.

Article 9 Collection Costs

If the client is in default or fails to fulfil one or more of its obligations, all reasonable costs incurred in obtaining payment out of court shall be borne by the client. If the client fails to pay a sum of money on time, they shall forfeit a penalty, immediately due and payable, of 15% of the amount still owed. This shall be subject to a minimum of €50.00.
If Centrϕide has incurred higher costs which were reasonably necessary, these shall also be eligible for reimbursement.
Any legal and enforcement costs incurred shall also be borne by the client. The client shall owe interest on the debt collection costs incurred.

Article 10 Inspection, complaints

Complaints regarding the work carried out must be reported in writing to Centrϕide by the client within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that Centrϕide is able to respond appropriately.
If a complaint is justified, Centrϕide will carry out the work as agreed, unless this has since demonstrably become pointless for the client. The client must notify Centrϕide of this in writing.
If it is no longer possible or reasonable to carry out the agreed work, Centrϕide shall only be liable within the limits set out in Article 15.

Article 11 Suspension and termination

Centrϕide is entitled to suspend the performance of its obligations or to terminate the contract if:
The client fails to fulfil, or fails to fully fulfil, its obligations under the contract.
Circumstances that have come to Centrϕide’s attention after the conclusion of the agreement give good cause to fear that the client will not fulfil its obligations. If there are valid reasons to fear that the client will fulfil its obligations only in part or not properly, suspension is only permitted insofar as this is reasonable and justified in view of the anticipated failure.
The client was requested, upon conclusion of the agreement, to provide security for the fulfilment of its obligations under the agreement, and such security has not been provided or is insufficient.
Furthermore, Centrϕide is entitled to terminate the contract (or have it terminated) if circumstances arise which are of such a nature that performance of the contract is impossible or can no longer be reasonably expected in accordance with the principles of reasonableness and fairness, or if other circumstances arise which are of such a nature that the continued existence of the contract in its current form cannot reasonably be expected.
If the contract is terminated, Centrϕide’s claims against the client shall become immediately due and payable.
If Centrϕide suspends the performance of its obligations, it shall retain its claims under the law and the contract.
Centrϕide shall at all times retain the right to claim damages.

Article 12 Delivery Times

Delivery times are approximate, unless otherwise agreed. Centrϕide shall never be liable for exceeding the delivery time.
Exceeding a delivery time shall in no circumstances entitle the customer to any form of compensation, to termination of the contract or to any other action whatsoever. This shall only be otherwise in the event of willful misconduct or gross negligence on the part of Centrϕide or its managerial staff, or if the delivery time is exceeded by more than three months. In such a case, the customer is entitled to terminate the contract, without, however, being entitled to claim any form of compensation.

Article 13 Complaints

Complaints regarding the work carried out or services provided must be reported by the client in writing within 14 days of discovery, but no later than 30 days after completion. The complaint must contain as complete a description as possible of the shortcoming, so that Centrϕide is able to respond appropriately.
The submission of a complaint does not suspend the client’s obligation to pay.
If a complaint is found to be justified by Centrϕide, Centrϕide shall, at its discretion:
carry out the work or rectify the defect;
amend or supplement the service provided; or
apply a reasonable price reduction.
The client must at all times give Centrϕide the opportunity to remedy any shortcoming.

Article 14 Guarantee

Centrϕide shall carry out its work to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Centrϕide does not guarantee the achievement of a specific result, unless this has been expressly agreed in writing. Centrϕide’s obligation is one of best efforts, not a guarantee of a specific result.
If it transpires that the work delivered does not comply with what was agreed in writing, Centrϕide shall, provided it is notified in good time, rectify or supplement the work free of charge, in so far as this is reasonably possible.
No claim for rectification shall arise if:
incorrect or incomplete information has been provided by the client;
third parties have made unauthorized changes to reports, maps, data or advice;
the result has been used for a purpose other than that agreed.
Rectification or supplementation shall not result in the recommencement of time limits or additional guarantees, unless expressly agreed otherwise in writing.

Article 15 Liability

Should Centrϕide be liable, such liability shall be limited to the provisions set out in this clause.
If Centrϕide is liable for direct damage, such liability shall be limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates.
Notwithstanding the provisions of paragraph 2 of this article, in the case of an assignment with a duration of more than six months, liability is further limited to the portion of the fee due for the last six months.
Direct loss is understood to mean exclusively:
the reasonable costs incurred in determining the cause and extent of the loss, in so far as such determination relates to loss within the meaning of these terms and conditions;
any reasonable costs incurred to ensure that Centrϕide’s defective performance complies with the agreement, unless such costs cannot be attributed to Centrϕide;
reasonable costs incurred to prevent or limit damage, in so far as the client demonstrates that these costs have led to a reduction in direct damage as referred to in these general terms and conditions.
Centrϕide shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage resulting from business interruption.
The limitations of liability for direct damage set out in these terms and conditions shall not apply if the damage is attributable to willful misconduct or gross negligence on the part of Centrϕide or its subordinates.

Article 16 Indemnities

The client shall indemnify Centrϕide against any claims by third parties relating to intellectual property rights in materials or data provided by the client, which are used in the performance of the agreement.

Article 17 Force Majeure

The parties shall not be obliged to fulfil any obligation if they are prevented from doing so as a result of circumstances for which they are not at fault, and which are not attributable to them under the law, a legal act or generally accepted commercial practice.
In these general terms and conditions, ‘force majeure’ is understood to mean, in addition to what is understood in this regard under the law and case law, all external causes, whether foreseen or unforeseen, over which Centrϕide has no influence, but as a result of which Centrϕide is unable to fulfil its obligations. This includes strikes at Centrϕide’s premises.
Centrϕide is also entitled to invoke force majeure if the circumstance preventing (further) performance arises after Centrϕide should have fulfilled its obligations.
The parties may suspend their obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to terminate the agreement without being liable to pay compensation to the other party.
To the extent that, at the time the force majeure occurs, Centrϕide has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part that has been fulfilled or is to be fulfilled has independent value, Centrϕide is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 18 Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information which they have obtained from each other or from other sources in the context of their agreement. Information shall be deemed confidential if this has been communicated by the other party or if this arises from the nature of the information.
If, pursuant to a statutory provision or a court ruling, Centrϕide is obliged to disclose confidential information to third parties designated by law or by the competent court, and Centrϕide is unable to invoke a right of non-disclosure recognized or permitted by law or by the competent court in this regard, then Centrϕide shall not be liable for damages or compensation, and the other party shall not be entitled to terminate the agreement on the grounds of any loss or damage arising therefrom.

Article 19 Intellectual Property and Copyright

Without prejudice to the other provisions of these general terms and conditions, Centrϕide reserves the rights and powers to which it is entitled under the Copyright Act.
All documents provided by Centrϕide, such as reports, advice, agreements, designs, software, etc., are intended solely for use by the client and may not be reproduced, made public or disclosed to third parties by the client without Centrϕide’s prior consent, unless the nature of the documents provided dictates otherwise.
Centrϕide reserves the right to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties in the process.

Article 20 Governing law

Dutch law applies to every agreement between Centrϕide and the client.