General terms and conditions for services

Article 1. General

These conditions apply to every offer, quotation and agreement between Quantify Group BV, from now on referred to as: “User”, and a Client to which the User has declared these conditions applicable, insofar as these conditions have not been expressly agreed upon by the parties in writing. Has been deviated.
These terms and conditions also apply to agreements with the User, for the execution of which the User must involve third parties.
These general terms and conditions have also been written for the User's employees and management.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the other provisions in these general terms and conditions will remain fully applicable. The User and the Client will then enter into consultation to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions are considered as much as possible.
If there is uncertainty regarding interpreting one or more provisions of these general terms and conditions, the arrangement must be made 'in the spirit' of these provisions.
If a situation arises between the parties that are not regulated in these general terms and conditions, this situation must be assessed by the spirit of these general terms and conditions.
If the User does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply or that the User would, to any extent, lose the right to demand strict compliance with the requirements of these conditions in other cases.

Article 2 Quotations and offers

Please know that all quotations and offers from the User are not obligated unless a term for acceptance is stated in the quotation. If no acceptance period has been set, no rights can be derived from the quotation or offer if the product to which the quotation or offer relates is no longer available.
The User cannot be held to its quotations or offers if the Client reasonably understands that the sources, suggestions, or parts contain an obvious mistake or error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or request, the User is not bound by it. This deviating acceptance will only agree if the User indicates otherwise.
A composite quotation does not oblige the User to carry out part of the assignment for a corresponding part of the stated price. Offers or quotes do not automatically apply to future orders.

Article 3 Contract duration; implementation periods, risk transfer, implementation and amendment of agreement; price increase

The agreement between the User and the Client is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a term has been agreed or specified for the performance of particular work or the delivery of specific goods, this is never a strict deadline. If a word is exceeded, the Client must give notice of default to the User in writing. The user must be offered a reasonable period to implement the agreement.
The user will execute the agreement to the best of his knowledge and ability and by the requirements of good artistry. This is based on the state of science known at that time.
The user can have specific work done by third parties. The applicability of Article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If the User or third parties engaged by the User carry out work in the context of the assignment at the Client's location or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
Delivery takes place ex-works of the User. The Client is obliged to purchase the goods when they are made available to him. Suppose the Client refuses to take delivery or is negligent in providing the necessary information or instructions. In that case, the User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation passes to the Client when the goods are made available to the Client.
The user is entitled to execute the agreement in different phases and to invoice the part thus directed separately.
If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a subsequent stage until the Client has approved the results of the preceding phase in writing.
The Client ensures that all information that the User indicates is necessary or of which the Client should reasonably understand that it is essential for the execution of the agreement is provided to the User promptly. Suppose the information required for the execution of the deal has yet to be provided to the User promptly. In that case, the User has the right to suspend the execution of the contract and to charge the Client for the additional costs resulting from the delay by the then customary rates. To take. The execution period starts once the Client has made the data available to the User. The User is not liable for damage of any nature whatsoever because the User relied on incorrect and incomplete information provided by the Client.
If, during the execution of the agreement, it appears necessary to change or supplement it for its proper execution, the parties will adjust the deal promptly and with mutual consultation. Suppose the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is changed, and the deal is therefore modified in qualitative and quantitative terms. In that case, this may have consequences for what was initially agreed. As a result, the originally approved amount can also be increased or decreased. The User will provide a price quote in advance as much as possible. Furthermore, an amendment to the agreement may cause the initially specified term of execution to be changed. The Client accepts the possibility of changing the contract, including the change in price and time of execution.
If the agreement is amended, including a supplement, the User is entitled to implement it only after approval has been given by the authorised person within the User and the Client has agreed to the price and other conditions stated for the implementation. , including the time to determine when it will be implemented. Failure to execute the amended agreement or not immediately execute it does not constitute a breach of contract on the user's part. It is not a reason for the Client to terminate or cancel the agreement.
Without a default, the User can refuse a request to change the agreement if this could have consequences in qualitative and quantitative terms, for example, for the work to be carried out or goods to be delivered in that context.
If the Client fails to properly comply with what it is obliged to do towards the User, the Client is liable for all damage to the User caused directly or indirectly.
If the User agrees to a fixed fee or price with the Client, the User is nevertheless entitled to terminate the agreement for that reason if the increase in the price results from a power or obligation under legislation or regulations or is caused by the rise in the price of raw materials, wages, etc. or on other grounds. Grounds that could not reasonably have been foreseen when agreeing.
If the price increase, other than as a result of a change to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the contract, then only the Client is entitled to rely on Title 5, Section 3 of Book 6 of the Dutch Civil Code. Entitled to terminate the contract by a written statement, unless the User is then still prepared to execute the agreement based on what was initially agreed; if the price increase results from power or an obligation resting on the User under the law; if it is stipulated that delivery will take place more than three months after the conclusion of the agreement; or, upon delivery of an item, if it has been specified that delivery will take home more than three months after the purchase.

Article 4 Suspension, dissolution and premature termination of the agreement

The User is entitled to suspend the fulfilment of the obligations or to terminate the agreement if the Client does not fulfil the obligations under the agreement, does not wholly or does not fulfil them on time after the conclusion of the contract, the User becomes aware of circumstances that provide reasonable grounds. To fear that the Client will not meet the obligations if the Client was asked to provide security for the fulfilment of his obligations under the agreement when concluding the contract and this security is not provided or is insufficient or if due to the delay on the part the Client can no longer expect the User to fulfil the agreement under the originally agreed conditions.
Furthermore, the User is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the contract is impossible or if other circumstances arise of such a nature that it is not reasonable for the User to maintain the agreement unchanged. Are required.
If the agreement is dissolved, the User's claims on the Client are immediately due and payable. If the User suspends fulfilling the obligations, he retains his rights under the law and the agreement.
If the User decides to suspend or dissolve, he is in no way obliged to compensate any damage or costs incurred.
If the termination is attributable to the Client, the User is entitled to compensation for the damage, including the costs, arising directly and indirectly.
If the Client fails to fulfil its obligations arising from the agreement and this non-compliance justifies dissolution, the User is entitled to terminate the agreement immediately and immediately without any obligation to pay any damages or compensation. In contrast, the Client, due to a breach of contract, compensation or compensation is obliged.
If the User terminates the agreement prematurely, the User will, in consultation with the Client, ensure that any work still to be performed is transferred to third parties. This is unless the termination is attributable to the Client. If the job transfer entails additional costs for the User, these will be charged to the Client. The Client must pay these costs within the stated period unless the User indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client is unable to can no longer freely dispose of his assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or contract, without any obligation on his part to pay any damages or compensation. In that case, the User's claims against the Client are immediately due and payable.
If the Client cancels a placed order in whole or in part, the work carried out and the items ordered or prepared for it, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged. Will be charged in full to the Client.

Article 5 Force majeure

The User is not obliged to fulfil any obligation towards the Client if he is prevented from doing so due to a circumstance that is not attributable to his fault and which is not at his expense under the law, a legal act, or generally accepted views. Comes.
In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence but as a result of which the User cannot fulfil its obligations. To come. This includes strikes in the company of the User or third parties. The User also has the right to invoke force majeure if the circumstance that prevents (further) agreement fulfilment occurs after the User should have fulfilled his obligation.
User can suspend the obligations under the agreement when the force majeure continues. If this period lasts longer than two months, each party is entitled to terminate the contract without obligation to compensate the other party for damages.
Insofar as the user has partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and independent value is attributed to the fulfilled or yet-to-be-fulfilled part, the user is entitled to detail will be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment must always be made within 14 days after the invoice date in a manner to be specified by the User in the currency in which the invoice was issued unless the User indicates otherwise in writing. The user is entitled to invoice periodically.
If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe interest of 1% per month unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount owing will be calculated from the moment the Client defaults until the payment of the total amount due.
The User has the right to have payments made by the Client firstly deducted from the costs, then from the accrued interest and finally from the principal amount and current draw. The User may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of income. The User may only accept full repayment of the principal amount if the outstanding and ongoing interest and collection costs are also paid.
The Client is never entitled to offset any amounts owed to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to rely on section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code), is also not entitled to suspend payment of an invoice for any other reason.
If the Client is in default in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The Client's bankruptcy, a natural person who is not acting in the exercise of a profession or business (private client), commences after he has been reminded to pay within fourteen days after the day of the reminder, and payment is not made. The reminder also indicates the consequences of failure to pay. The extrajudicial costs are calculated based on customary Dutch debt collection practice. However, if the User has incurred higher costs for collection than were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs incurred are eligible for reimbursement.
The Client will also recover Any legal and enforcement costs incurred. The Client also owes interest on the collection costs owed.

Article 7 Retention of title

Anything the User delivers within the agreement framework remains the User's property until the Client has properly fulfilled all obligations under the agreement(s) concluded with the User.
The goods supplied by the User, subject to retention of title under paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or encumber in any other way the property falling under the retention of title.
The Client must always do everything that can reasonably be expected of him to safeguard the User's ownership rights. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to it, the Client must inform the User immediately. The Client also takes care of the goods delivered under the title and keeps them insured against fire, explosion and water damage as well as against theft and makes the policy of this insurance available to the User for inspection upon first request. In the event of any insurance payment, the User is entitled to these payments. To the extent necessary, the Client must cooperate with everything that may (prove to) be necessary or reasonable in that context.
If the User wishes to exercise his ownership rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to return it.

Article 8 Guarantees, research and complaints, limitation period

The goods to be delivered by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for everyday use in the Netherlands. The warranty mentioned in this article applies to items designed for use within the Netherlands. When used outside the Netherlands, the Client must verify whether the use thereof is suitable for use there and meets the conditions set. In that case, the User may impose other warranties and conditions about the goods to be delivered or work to be carried out.
The warranty referred to in paragraph 1 of this article applies for 90 days after delivery unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. Suppose the warranty provided by the User concerns an item produced by a third party. In that case, the contract is limited to that provided by the article's manufacturer unless stated otherwise.
Any form of warranty will lapse if a defect has arisen as a result of or arises from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and by third parties when, without written permission from The User, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be connected to it or if they have been processed or edited in a manner other than the prescribed manner. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures).
The Client is obliged to inspect the delivered goods immediately when the goods are made available to him or the relevant work has been carried out. The Client must investigate whether the quality and quantity of the delivered goods correspond to what has been agreed to and meet the parties' requirements. Any visible defects must be reported to the User in writing within seven days of delivery. Any invisible defects must be reported to the User in writing immediately but fourteen days after discovery. The notification must contain as detailed a description as possible of the fault so that the User can respond adequately. The Client must allow the User to investigate a complaint.
If the Client submits a complaint promptly, this does not suspend his payment obligation. In that case, the Client also remains obliged to purchase and pay for the goods otherwise ordered and what he has instructed the User to do.
If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
If it has been established that an item is defective. A complaint has been made in this regard promptly; the User will return the faulty item within a reasonable period after receipt thereof or, if the return is not reasonably possible, written notification of the defect by the Client, at the discretion of the Client. of the User, replace it or arrange for its repair or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to the User and provide the User with ownership unless the User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred by the User, will be entirely borne by the Client.
After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the execution of an agreement is one year.

Article 9 Liability

If the User is liable, this liability is limited to what is regulated in this provision.
The User is not liable for damage of any nature whatsoever caused by the User relying on incorrect and incomplete information provided by or on behalf of the Client.
If the User is liable for any damage, the User's liability is limited to a maximum of twice the invoice value of the order or at least to that part of the order to which the liability relates.
The User's liability is, in any case, always limited to the amount of the payment from its insurer, as the case may be.
The user is only liable for direct damage.
Direct damage exclusively means the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable expenses incurred to remedy the defective performance of the User. to have the agreement answered, insofar as these can be attributed to the User. Reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The user is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

Article 10 Indemnity

The Client indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and, the cause of which is attributable to parties other than the User. Suppose third parties sue the User for this reason. In that case, the Client is obliged to assist the User extrajudicially and in court and immediately do everything that may be expected of him. If the Client fails to take adequate measures, the User is entitled to do so without notice of default. All costs and damage incurred by the User and third parties as a result are entirely at the expense and risk of the Client.

Article 11 Intellectual property

The user reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge acquired through the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is made known to third parties.

Article 12 Applicable law and disputes

All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The judge in the User's place of business has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. Nevertheless, the User can submit the dispute to the competent court according to the law.
The parties will only appeal to the court after making every effort to settle a dispute by mutual agreement.

Article 13 Location and changes to conditions

These conditions have been filed with the Chamber of Commerce.
The most recently filed version or the version that applied when the legal relationship with the User was established permanently applies.
The text of the general terms and conditions always determines their interpretation.