DEFINITIONS
SoluTech BV trading under the name SoluTech BV, registered with the Chamber of Commerce of Curaçao under number 155942.
or
The entity with which you enter into the agreement is clearly stated on the offer(s) and invoice(s).
Client:
the natural or legal person on whose instructions services are provided and/or work is carried out and/or goods are delivered. Agreement: The agreement entered into between SOLUTECH and the Client regarding the provision of services and/or performance of work and/or delivery of goods.
ART. 1: GENERAL
1.1 These general terms and conditions apply to every offer/quotation and Agreement between SOLUTECH and the Client, insofar as the parties have not explicitly deviated from these general terms and conditions in writing.1.2 The applicability of any general terms and conditions of Client is expressly rejected.
1.3 If one or more provisions of these general conditions are annulled or nullified in whole or in part by the court at any time, the remaining provisions of these general conditions will remain in force and SOLUTECH and the Client will consult with each other in order to agree on new provisions to replace the invalid or nullified provisions, taking into account as much as possible the purpose and purport of the invalid or nullified provisions.
1.4 Once the parties have agreed on the applicability of SOLUTECH’s general conditions, these conditions will also apply to all future Agreements between the parties.
1.5 SOLUTECH may at any time amend these General Conditions. Amendments will take effect one month after they have been announced. If the Client does not agree with the amendments, the Client may make its objections known until the amendments come into effect. If the Client does not agree with the amendments, the original general conditions will remain in force, unless SOLUTECH agrees to terminate the Agreement.
1.6 Anyone wishing to enter into an Agreement with SOLUTECH on behalf of a legal entity must, at SOLUTECH’s request, demonstrate its authority in this matter.
ART. 2: OFFERS AND QUOTATIONS
2.1 All offers or quotations made by SOLUTECH are without obligation unless a deadline for acceptance has been set.
2.2 A composite offer or quotation does not oblige SOLUTECH to carry out part of the offer or quotation for an agreed part of the quoted price.
2.3 SOLUTECH cannot be held to an offer or quotation if the Client can reasonably understand that (part of) the offer or quotation contains an obvious mistake or slip of the pen.
2.4 Offers and quotations do not automatically apply to future orders.
ART. 3: PERFORMANCE OF THE AGREEMENT
3.1 An Agreement is concluded when SOLUTECH receives a completed and signed Agreement or application/authorisation form sent to the Client, or has otherwise made services or goods available to the Client.
3.2 If a term has been agreed or given for the completion of the Agreement, this is never a deadline. If the term of performance is exceeded, the Client must give SOLUTECH written notice of default.
3.3 If SOLUTECH requires information from the Client for the performance of the Agreement, the performance period will not commence until the Client has made this information available to SOLUTECH correctly and completely.3.4 The Client must make the information and documents required by SOLUTECH available to SOLUTECH in good time and in full, in such a way that SOLUTECH can carry out its work in the most efficient manner, failing which the Client will be obliged to reimburse SOLUTECH for any additional costs incurred as a result.
3.5 The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, SOLUTECH is entitled to store the Goods at the expense and risk of the Client.
3.6 SOLUTECH has the right to have certain activities carried out by a third party to be appointed by SOLUTECH, without prior notification to and explicit consent of the Client, if this is desirable or necessary in the opinion of SOLUTECH.
3.7 SOLUTECH has the right to execute the Agreement in different phases and to invoice the part thus executed separately.
3.8 Amendments to the Agreement may only be made by written confirmation by SOLUTECH.
3.9 SOLUTECH is entitled to increase the agreed price, without the Client being entitled to dissolve the Agreement for that reason, if the price increase arises from an authority or obligation under the law, regulation or government measure, is caused by an increase in cost price determining factors or arises from other reasons that could not reasonably have been foreseen at the time of entering into the Agreement.
ART. 4: CANCELLATION
If the client cancels the Agreement in whole or in part, the Client will be charged in full for the work carried out and the orders/services ordered or prepared for that purpose, as well as any preparation and processing costs and the working time spent and reserved for the performance of the Agreement.
ART. 5: SUSPENSION AND DISSOLUTION
5.1 SOLUTECH may suspend the performance of its obligations or unilaterally dissolve the Agreement in whole or in part with immediate effect if:
– Client is in suspension of payments or has applied for a suspension of payments;
– Client is in a state of bankruptcy or has applied for bankruptcy;
– the statutory debt rescheduling has been pronounced with respect to the Client or has been applied for;
– Client has been placed under guardianship or administration;
– the Client has been subject to a seizure order under SOLUTECH;
– the Client is seized and this seizure has not been lifted within 3 months;
– a decision has been taken to dissolve and/or liquidate the Client;
– the Client has died;
– all or part of the company operated by the Client has been transferred to one or more others.
5.2 SOLUTECH is furthermore authorised to dissolve the Agreement if circumstances arise of such a nature that compliance with the Agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the Agreement cannot reasonably be required of SOLUTECH.
5.3 If SOLUTECH suspends or dissolves the contract, it shall in no way be liable to pay any damages or to pay any costs incurred in any way whatsoever.
5.4 If, at the time of dissolution as referred to in this article, the Client has already received performances for the execution of the Agreement, these performances and the related payment obligations will not be subject to cancellation. Amounts invoiced by SOLUTECH prior to dissolution in connection with what SOLUTECH has already performed or delivered in performance of the Agreement shall remain due and payable immediately at the time of dissolution.
5.5 If the dissolution is attributable to the Client, the Client is obliged to compensate SOLUTECH for any direct and indirect damage and costs caused by the dissolution.
ART. 6: COSTS AND PAYMENTS
6.1 All prices are quoted in the currency indicated on the quotation and/or invoice and any taxes and/or other levies imposed by the government are included on the quotation and/or invoice in accordance with the legislation of the country from which the quotation is offered.
6.2 The deadline for payment is eight days after the invoice date. If the term of payment of one or more invoices is exceeded, all invoices become immediately due and payable regardless of the term of payment stated on the invoices.
6.3 If Client fails to pay the amounts due within the agreed term, Client will be in default by operation of law, without any notice of default being required.
6.4 From that moment on, Principal will owe interest of 1% per month on the outstanding amount. In addition, all judicial and extrajudicial costs and enforcement costs involved in the collection of invoiced amounts will be payable by Principal. The amount of the extrajudicial costs is set at 15% of the outstanding amount with a minimum of 200 US Dollars, unless the law stipulates otherwise.
6.5 The Client is never entitled to set off the amount owed by him to SOLUTECH.
6.6 If the Client is of the opinion that the costs charged are incorrect, the Client must notify SOLUTECH of the objections in writing within two weeks after the invoice date. If the Client has not made its objections known in time and in writing, it will be deemed to have agreed to the costs charged and the objections will no longer be dealt with.
6.7 Objections to the amount of an invoice do not suspend the payment obligation.
ART. 7: RETENTION OF TITLE
7.1 All goods delivered by SOLUTECH remain the property of SOLUTECH until the Client has fulfilled its (payment) obligations under the Agreement towards SOLUTECH.
7.2 In the event the Client fails to fulfill its obligations towards SOLUTECH, SOLUTECH has the right to repossess the goods of which the ownership is reserved immediately.
7.3 Goods subject to retention of title may not be resold or used as a means of payment. Furthermore, the Client is not authorised to pledge or encumber in any other way the goods subject to retention of title.
7.4 Principal undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft.
7.5 If third parties seize the goods delivered subject to retention of title, or wish to establish or assert a right to them, the Client is obliged to inform SOLUTECH thereof immediately.
ART. 8: COPYRIGHTS
8.1 The Client guarantees SOLUTECH that the performance of the Contract or the disclosure of the goods received from the Client, including – but not limited to – drawings, photographic recordings, videos, films, data carriers, computer software, data files, will not infringe any rights that third parties may assert under the Copyright Act or other national, supranational or international regulations in the field of copyright or industrial property law or the law relating to tort. The Client indemnifies SOLUTECH in and out of court against all claims that third parties may assert under the law or regulations.
8.2 If reasonable doubt arises or persists regarding the correctness of the rights claimed by third parties as referred to in paragraph 1 of this article, SOLUTECH will be entitled, but not obliged, to suspend performance of the Agreement until such time as it is irrevocably established in court that SOLUTECH does not infringe these rights by performance of the Agreement. Thereafter SOLUTECH will perform the Agreement within a reasonable period of time.
8.3 Unless expressly agreed otherwise in writing, SOLUTECH shall at all times remain the owner of the copyright that may arise on the works produced by it in the performance of the Agreement such as – but not exclusively – design drawings, models, work and detail drawings, data carriers, computer software, data files, photographic recordings, and similar production and auxiliary materials, even if the work in question is listed as a separate item in the offer or on the invoice.
8.4 The goods to be or delivered by SOLUTECH according to its design, such as design drawings, models, working and detail drawings, data carriers, computer software, data files, photographic recordings and similar production and auxiliary materials, as well as any part of the essential part of such design, may not be reproduced without written permission, whether or not within the scope of any production process, even if or insofar as no copyright or other legal protection exists for SOLUTECH in this respect on the design.
8.5 After delivery by SOLUTECH, the Client acquires the non-exclusive right to use the works produced by SOLUTECH in the context of the Agreement within the meaning of the Copyright Act or works within the meaning of Art. 8.4. The aforementioned right of use is limited to the right of normal use of the delivered goods and does not include, in particular, the use to reproduce these goods within the framework of any production process.
ART. 9: RECLAME
9.1 Client is obliged to examine the delivered goods (or have them examined) immediately after the goods have been made available to it.
9.2 Any visible defects must be reported to SOLUTECH in writing and specified within 8 days of delivery, failing which any claim against Contractor will lapse.
9.3 Any non-visible defects must be reported to SOLUTECH in writing within 8 days of their discovery, failing which any claim against SOLUTECH will lapse.
9.4 The Client must give SOLUTECH the opportunity to investigate a complaint (or have it investigated).
9.5 The Client’s timely complaint will not suspend its payment obligation. The Client will still be obliged to take delivery of and pay for the other goods ordered.
9.6 In the event of a well-founded and timely complaint SOLUTECH will, at its discretion, either repair or replace the delivered goods against return of the originally delivered goods, or pay a replacement fee to the Client or credit a proportional part of the invoice.
9.7 If it is established that a complaint is unfounded, the costs incurred by SOLUTECH in this respect will be borne in full by the Client.
ART. 10: FORCE MAJEURE
10.1 Any failure of SOLUTECH in the performance of the Agreement cannot be attributed to it if it is not due to its fault, nor at its expense under the law, the Agreement or generally accepted standards.
10. 2 Defects of SOLUTECH in the performance of the Contract due to war, mobilisation, civil commotion, flooding, closed shipping, other stoppages in transport, stagnation in or restriction or cessation of supply by public utilities, disruptions of the Internet, malfunctions in the telecommunications infrastructure of any operator and network failures, fire, machine breakdowns and other accidents, Strikes, lockouts, actions by trade unions, export restrictions, other government measures, non-delivery of necessary materials and semi-manufactured products by third parties, intent or gross negligence on the part of auxiliary persons and other similar circumstances shall in any case – but not exclusively – be regarded as not attributable to SOLUTECH and shall not entitle the Client to rescind the Agreement or to claim damages.
10.3 SOLUTECH may suspend its obligations under the Agreement during the period of force majeure. If this period lasts longer than 2 months, either party is entitled to terminate the Agreement, without any obligation to compensate the other party for damages.
10.4 If SOLUTECH has already partially fulfilled or will be able to fulfil its obligations under the Agreement at the time of the occurrence of force majeure and the part fulfilled or still to be fulfilled is of independent value, SOLUTECH is entitled to invoice for this separately.
ART. 11: LIABILITY
11.1 Should SOLUTECH be liable, such liability shall be limited to the provisions of this clause.
11.2 SOLUTECH shall not be liable for damages of any nature whatsoever arising from the fact that SOLUTECH has relied on incorrect or incomplete information provided by or on behalf of the Client.
11.3 If SOLUTECH is liable for any damage, SOLUTECH’s liability is limited to a maximum of the invoice amount, or at least that part of the invoice to which the liability relates.
11.4 SOLUTECH’s liability shall in any case always be limited to the amount paid out by its insurer.
11.5 SOLUTECH shall only be liable for direct damage. Direct damage means only 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 general conditions, any reasonable costs incurred to make the faulty performance of SOLUTECH comply with the Agreement insofar as these can be attributed to SOLUTECH, and reasonable costs incurred to prevent or limit damage if the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general conditions.
11.6 SOLUTECH shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business stagnation.
11.7 SOLUTECH shall not be liable for damages suffered by the Client if these are the result of injudicious use of the systems and software of SOLUTECH or use contrary to the Agreement and general conditions.
11.8 The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence on the part of SOLUTECH or its managing subordinates.
ART. 12: EXEMPTION
12.1 The Client indemnifies SOLUTECH against possible claims from third parties regarding damage that may in any way have been caused by the Client’s use of SOLUTECH’s systems and software or that are otherwise related to the performance of the Agreement and the cause of which can be attributed to others than SOLUTECH.
12.2 The Client is obliged to assist SOLUTECH both judicially and extrajudicially if SOLUTECH is sued on the basis of the first paragraph of this article and to immediately do everything that can be expected of it in that case. If the Client fails to take adequate measures, SOLUTECH is entitled, without notice of default, to do so itself. All costs and damages incurred on the part of SOLUTECH and third parties as a result shall be borne entirely by the Client.
ART. 13: SUPPORT AGREEMENT
13.1 A support agreement is entered into for the period stated in the Agreement. At the end of this period, the Agreement will always be tacitly renewed for a period of one year. Notice of termination of the Agreement must be given with due observance of a notice period of three months towards the end of the agreed period, on the understanding that the notice period will only commence on the day on which SOLUTECH receives the notice of termination. Notice of termination may be given in writing by registered letter.
13.2 Subscription fees may be revised by SOLUTECH. Changes in subscription rates will be notified to the Client at least one month before they take effect.
13.3 If it appears that the Client has passed on false and/or incorrect personal data, or if it appears that the Client has failed to pass on correct data, or if it appears that the Client has entered into the Agreement under false pretenses, SOLUTECH is entitled to suspend the Agreement or, if the seriousness of the case justifies it, to terminate the Agreement with immediate effect. During the period of suspension, the subscription fee will remain due.
13.4 If a support agreement has been entered into for an indefinite period of time, it may be terminated by either party after proper business consultation and stating reasons. Termination of the Agreement must be in writing. If no express notice period has been agreed between the parties, a notice period of six months must be observed when terminating the Agreement. In the event of termination with due observance of the above, the parties will never be liable for any compensation.
ART. 14: DISPUTES AND APPLICABLE LAW
Any Contract between SOLUTECH and the Client shall be governed by the law of the country from which the offer or invoice originates. Without prejudice to SOLUTECH’s right to submit a dispute to the competent court according to the law, disputes between the parties will in the first instance be submitted to the competent court in SOLUTECH’s place of business, unless the law imperatively requires otherwise.
END OF GENERAL TERMS AND CONDITIONS