General Terms and conditions of Certification Experts B.V.

ARTICLE 1. SCOPE

Quotations, offers, agreements and services

1. These General Terms and Conditions apply to all service and price indications, offers, quotations, agreements and services that are performed or supplied by Certification Experts B.V.

Battle of forms

1. If there are two sets of General Terms and Conditions, Certification Experts explicitly rejects the General Terms and Conditions indicated by the Client and the General Terms and Conditions of Certification Experts B.V. applicable.

Deviation in writing

1. Parties can only deviate from these General Terms and Conditions in writing. The Client cannot derive any rights from deviations with regard to other agreements.

Void and annulment

1. If it appears that one or more of these provisions in these General Terms and Conditions are void or can be annulled, then the General Terms and Conditions will remain in effect regarding the other provisions. Furthermore, the provision that proves void or can annulled must be replaced.

ARTICLE 2. DEFINITIONS

Client

1. Anyone whom concludes an agreement or wishes to conclude an agreement with Certification Experts B.V, in order to appeal to Certification Experts B.V. services.

Intermediate

1. A party that commissions Certification Experts to provide services for the Client.
   

Products and services

1. The subject of the agreement to which these conditions apply (e.g. formats of Declarations, guidance and carrying out procedures for the purpose of certification).

Customer data

1. All content, information and data, including personal data, of the Client.

ARTICLE 3. OFFERS

Non-committal

1. Service and price indications, offers and quotations are without obligation. Issuing of a service and price indication offer and quotation does not oblige Certification Experts to provide the proposed / mentioned services.

Mistake or error

1. Certification Experts is not obliged to provide the service stated in the indication, offer or quotation if reasonably can be expected that the Client knew or could have known that the quotation contained a mistake or error.

Period of validity

1. The term indicated in the quotation applies. If no term has been agreed upon, offers or quotations are valid for two months from the date of the offer or quotation has been provided.

ARTICLE 4. PRICING

Currency

1. The currency agreed upon in the agreement applies. If no currency is included in the agreement, the prices will be in Euros.

Exclusions

1. Unless otherwise agreed upon by both parties in writing, VAT, and shipping, – travel- and accommodation costs are excluded from the prices.

Increase

1. The agreed upon prices can change when, after the date the agreement is signed, one or more cost price factors are subjected to an increase. The Client will be informed of this increase by e-mail and / or by telephone.
   

ARTICLE 5. AGREEMENT

Agreed in writing

1. The conclusion of the agreement takes place in writing, by regular mail or by digital mail. Verbal commitments and agreements with subordinates of Certification Experts B.V. do not bind Certification Experts B.V., unless these commitments or agreements have been confirmed in writing.

Agreement

1. The agreement is concluded after Certification Experts B.V. has properly received the signed quotation sent by the Client.   

ARTICLE 6. INFORMATION

Providing information

1. The Client will provide Certification Experts B.V. with all information that is necessary for the proper execution of the assignment.

Answering questions

1. The Client is available to answer questions of which the answers are required for the purpose of the assignment. Further, Certification Experts B.V. shall also be available to answer questions of the Client, if these fall within the scope of the agreement.

Confidentiality

1. All the information provided by the Client is confidential and remain confidential in accordance with General Data Protection Regulation 2016/679/EU. To safeguard the confidentiality Certification Experts B.V. and the Client shall sign a Non-Disclosure Agreement.   

ARTICLE 7. PAYMENT

Terms of payment

1. The term stated in the agreement applies. However, if the agreement does not state the term of payment, a term of 30 days applies.

Failing to perform

1. If the Client does not meet its payment obligation within the term referred to in paragraph 1, the Client is legally in default, without notice of default being necessary. The Client is then obliged to pay all costs of judicial and non-judicial nature, as well as the Statutory Interest of 5%. The interest of the payable amount will be calculated from the moment that the Client is in default until the moment that the full amount is paid.

ARTICLE 8. DELIVERY

Delivery terms

1. The terms of delivery provided by Certification Experts B.V. shall be considered as indicative. Certification Experts B.V. shall make every reasonable effort to comply with the stated delivery term. However, this deadline will never be the final deadline.

Exceeding terms

1. If the term is exceeded, the Client will provide Certification Experts B.V. by a written notice with a reasonable term in order for Certification Experts B.V. to comply with the obligations of the agreement.

Partial delivery

1. Certification Experts B.V. is entitled to deliver in parts, which can be separately invoiced by Certification Experts B.V.

ARTICLE 9. SAMPLES

Providing samples

1. If samples are required for the purpose of the assignment, then the Client shall provide samples to Certification Experts B.V. on request. Please refer to article 12b of the General Terms and Conditions, with regard to the liability of Certification Experts B.V. concerning samples.

Returning samples

1. Retrieval of the samples shall take place within 30 days. On the day that Certification Experts B.V. has given the Client the opportunity to collect the samples or have them picked up, the 30 days term will start. If the samples are not collected within 30 days by the Client, the samples will be destroyed.

ARTICLE 10. OUTSOURCING

Certification Experts B.V. will, if there is an appeal to third parties, have a Data Processing Agreement with this third party. This Data Processing Agreement guarantees that the third party and Certification Experts B.V. have committed themselves to respecting confidentiality.

ARTICLE 11. REVOKE AND CANCEL

Revoke/cancel

1. A concluded agreement between the Client and Certification Experts B.V. can only be revoked within eight (8) working days after the date of conclusion.

Costs

1. If the Client cancels the agreement, Certification Expert B.V. is entitled to charge the amount of the costs incurred for the benefit of the agreement to the Client.
   

ARTICLE 12. LIABILITY

Liability

1. Certification Experts B.V. is only liable if, due to negligence or due to failure in performance of work, the Client has been damaged. Certification Experts B.V. is therefore only obliged to compensate damage if it is proven that Certification Experts B.V. is to be at fault.
   

Defence

1. After considering its own liability, Certification Experts B.V. stipulates all legal and contractual defences, which it can invoke against the Client. Additionally, these defences are also invoked for the benefit of its subordinates and third parties for who Certification Experts B.V. can be liable.
   

ARTICLE 12A. LIABILITY REGARDING ADVICE

Liability

1. Certification Experts B.V. is liable for its advice if this is done on the basis of a specific agreement and for which Certification Experts B.V. has negotiated a compensation.
   

Failure

1. The scope of the liability extends to where the Client can demonstrate that the Client is / has suffered damage that is the direct result of a possible failure advice.
   

Damage

1. Certification Experts B.V. is only obliged to compensate the damage up to the amount of the stipulated compensation for the advice.

ARTICLE 12B. LIABILITY REGARDING SAMPLES

Transportation

1. Certification Experts B.V. is not liable for damages or the lose of samples of products of the Client during transport or storage.

Research and test procedure

1. The Client is aware of the fact that there is a real chance that destruction, damage or shortening of the durability of the products may occur during the investigation or test procedures.
   

ARTICLE 13. COMPLAINTS

Execution of the agreement

1. The Client can submit complaints verbally and in writing to Certification Experts B.V. if it is applicable on the agreement.
   

Results of inspections or price of invoices

1. If the complaint of the Client concerns a complaint regarding the result of the inspection or the prices stated in the invoices, this complaint must be submitted in writing.

ARTICLE 14. FORCE MAJEURE

Force majeure

1. Force majeure exists if the execution of the agreement is not possible or partially not possible, temporarily or, by circumstances beyond the control of Certification Experts B.V.
   

Dissolution

1. In case of force majeure, the obligations of the Parties shall be suspended. If the force majeure lasts longer than three months, each of the Parties shall be entitled to dissolve the agreement for the part not yet executed, without being obliged to pay any compensation. This dissolution shall be done by a written statement to the other party.

Invoice partially

1. If Certification Experts B.V. on the occurrence of force majeure has partially fulfilled its obligations, Certification Experts B.V. is entitled to separately invoice the already executed or executable obligations.

ARTICLE 15. SUSPENSION AND DISSOLUTION

1. If one of the parties does not, not properly, not completely or not timely meet an obligation agreed in the agreement, Certification Experts B.V. can:

   a.   suspend its obligations; or

   b.   by means of a written notice, dissolve the agreement in completely or in partially, without notice of default or legal intervention.

ARTICLE 16. BANKRUPTCY AND MORATORIUM OF PAYMENT

Dissolution

1. If the Client applies for a suspension of payment or suspension of payment is granted or files for bankruptcy, is being declared bankrupt, or for other reasons is no longer able to meet the obligations imposed by agreement, Certification Experts B.V. is entitled to dissolve the agreement.

Retainment of rights

1. In the circumstances referred to in paragraph 1, Certification Experts B.V. its rights to payment and possible compensation.

ARTICLE 17. FINAL PROVISIONS

1. Only Dutch National Law applies to all offers, quotations, agreements and deliveries.

2. All disputes relating to the offers, agreements and deliveries will be settled by the court in the district where Certification Experts B.V. is situated.

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