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Terms and conditions

Article 1 General

  1. These terms and conditions apply to all agreements related to offers, quotes and contracts between Ultra Center Europe, hereafter referred to as the “User” and any Other Party to which these terms and conditions are applicable as declared by the User, insofar as the parties have not departed from these terms and conditions explicitly and in writing.
  2. The terms and conditions in hand likewise apply to contracts with the User, according to which third parties are involved by the User for the purpose of execution of these contracts.
  3. The applicability of possible purchase or other conditions upheld by the Other Party are explicitly rejected.
  4. If one or more of the provisions in these terms and conditions are, at any moment in time, made partly or wholly void or invalid, the remaining provisions held in these terms and conditions shall remain in full force. The User and the Other party shall, in that case, consult with the aim of replacing the void or invalid provisions, taking the objective and scope of the original provisions into account as far as possible.
  5. If there is a lack of clarity regarding the interpretation of one or more provisions held in these terms and conditions, said interpretation must take place ‘in the spirit’ of these provisions.
  6. If a situation arises between the parties that is not governed by these terms and conditions, then this situation must be dealt with 'in the spirit' of these terms and conditions.
  7. If the User does not require constant strict observance of these terms and conditions, this does not mean that provisions contained in it are not applicable, or that the User shall, to any extent, forfeit the right to require the prompt observance of the provisions held in these terms and conditions in other cases.

Article 2 Quotes and offers

  1. All quotes and offers of the User are obligation-free, unless a quote acceptance period has been stipulated. A quote or offer shall expire if the product to which the quote or offer relates becomes unavailable in the meantime.
  2. The User shall not be bound by its quotes or offers if the Other Party can, within reason, be made to understand that a quote or offer, or a part thereof, contains an obvious error or mistake.
  3. The prices stated in a quote or offer include VAT and other government-related taxes, as well as costs to be incurred within the framework of the agreement, these being delivery and administration costs, unless otherwise indicated.
  4. If acceptance (whether or not based on minor points) departs from the quote or offer specifications, the User shall not be bound to it. The agreement shall not come into being in accordance with this departing acceptance, unless the User indicates otherwise.
  5. A compound quote does not obligate the User to perform a part of the assignment at a proportionate part of the quoted price. Offers and quotes do not automatically apply to future orders.

Article 3 Contract period; supply period; execution and amendment of contract; increase in price

  1. The contract between the User and the Other Party is concluded for an unspecified time period, unless events unfold otherwise due to the nature of the contract or if the parties explicitly or in writing agree otherwise.
  2. If, for the completion of certain activities or for the supply of certain items, a period has been agreed upon or indicated, this shall not be considered a deadline period. If a period is exceeded, the Other Party must declare the User to be defaulting in writing. In such a case, the User must be granted a reasonable period in which to execute the contract.
  3. The User reserves the right to outsource certain duties to third parties.
  4. The User reserves the right to execute the contract in various phases and to bill completed phases separately.
  5. If the contract is executed in phases, the User may suspend the execution of aspects belonging to a following phase until the Other Party has approved the results of the previous phase.
  6. If the user requires details from the Other Party for the purpose of the execution of the contract, the execution period shall not commence until the Other Party has provided these details accurately and in full to the User.
  7. If, during the execution of the contract, it is deemed necessary to amend or supplement the contract for the purpose of its effective execution, the parties shall, in good time and through mutual consultation, proceed towards amending the contract. If the nature, scope or contents of the contract - whether or not upon the request or instruction of the Other Party or of authorised bodies, etc. - are amended and the contract is hence qualitatively and/or quantitatively amended, this can have a bearing on that which was originally agreed upon. This can increase or decrease the amount agreed upon. The User shall quote such costs in advance to the best of its ability. Due to the amendment of the contract, the originally indicated execution period can change. The Other Party shall accept the fact that it is possible for the contract to be amended, i.e. changes to price and term of completion.
  8. If the contract is amended, which includes its supplementation, the User reserves the right to only execute it upon the approval of an authorised person within the User’s organisation and once the Other Party has approved the price and other conditions related to the execution of the contract, including the time period – to be determined – during which execution shall take place. The non-execution or non-immediate execution of the amended contract is not cause for default on the part of the User and does not form grounds according to which the Other Party can terminate the contract.
  9. Without entering a state of default as a result, the User can refuse a request to amend the contract if this is deemed to possibly have qualitative and/or quantitative consequences for activities to be performed or items supplied within the context of the contract, for example.
  10. If the Other Party defaults in the thorough observance of that which binds him to the User, the Other Party shall be held liable for all losses (including costs) suffered by the User, whether direct or indirect.
  11. If, in concluding the contract, the User agrees on a certain price, the User nonetheless reserves the right to, under the following circumstances, increase the price, even if originally the price was unconditionally set.
    1. If the increase in price is the result of an amendment to the contract;
    2. If the price increase arises from a right to which the User is entitled, or from a legal obligation of the User;
    3. In other cases, with the understanding that the Other Party - not trading in a professional or company capacity – has the right to terminate the contract by means of a written declaration if the price increase amounts to more than 10% and takes place within three months of the concluding of the contract, unless the User is still, in such a case, willing to execute the contract based on that which was originally agreed upon, or if it has been stipulated that supply shall take place more than three months after purchase.

Article 4 Suspension, dissolution or interim termination of the contract

  1. The User reserves the right to suspend observance of obligations or to dissolve the contract directly and with immediate effect if:
    1. The Other Party does not fulfil the obligations forthcoming from the contract, or does not fulfil them in full or in good time;
    2. After the concluding of the contract, the User becomes aware of circumstances that give it reason to fear that the Other Party will not fulfil its obligations;
    3. The Other Party was, in concluding the agreement, requested to provide security related to the fulfilment of the obligations forthcoming from the contract, and this security has not been provided or is insufficient;
    4. Due to delay on the part of the Other Party, it can no longer be required from the User that it observes the originally agreed upon conditions of the contract;
    5. Circumstances of such a nature arise that the observance of the contract becomes impossible, or if the non-amended continuation of the contract cannot, within reason, be expected of the User.
  2. If the Other Party can be held accountable for the dissolution, the User shall be entitled to compensation of losses incurred, including costs, which result directly or indirectly.
  3. If the contract is dissolved, the User’s claims towards the Other Party shall be payable immediately. If the User suspends the fulfilment of its obligations, it retains its rights as stipulated by law and in the contract.
  4. If the User, on the grounds of that which is mentioned in this article, proceeds towards suspension or dissolution, it shall hence in no way whatsoever be held liable for compensation of losses and resulting costs – incurred in any way whatsoever – or for repayment of costs, while the Other Party shall, as a result of default, be held liable for compensation of losses or repayment of costs.
  5. If the agreement is terminated in the interim by the User, the User shall, in consultation with the Other Party, ensure the transfer of duties still to be performed to a third party. This shall apply unless the Other Party can be held accountable for the termination. Unless the User can be held accountable for the interim termination, the transfer costs shall be for the account of the Other Party. The User shall, to the best of its ability, inform the Other Party in advance regarding the scope of these costs. The Other Party shall be obligated to pay these costs within the period stipulated by the User, unless the User indicates otherwise.
  6. In case of liquidation, of (application for) moratorium of payment or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – on the part of the Other Party, of debt restructuring or of any other circumstances according to which the Other Party no longer has full control of its resources, the User shall be free to directly and with immediate effect terminate the contract or annul the order or contract without having any obligation on its part to compensate losses or repay costs. In such a case, any amounts claimed by the User from the Other Party are payable immediately.
  7. If the Other Party cancels - in part or in full - an order already placed, the items ordered or prepared on behalf of such an order shall, in their entirety, be for the account of the Other Party, increased by their possible supply, removal and delivery costs, as well as the labour time reserved for the execution of the contract.

Article 5 Force majeure

  1. The User shall not be bound to fulfilling any obligations towards the Other Party if it is hindered in doing so by circumstances that cannot be attributed to blame, and neither shall – according to the law – a transaction that is legal or is generally viewed as such be for its account.
  2. Force majeure in these terms and conditions implies, besides what is implied by legislation and case law, everything resulting from extraordinary circumstances, foreseen or unforeseen, over which the User can exert no influence, though which result in the User not being able to fulfil its obligations. The User also reserves the right to invoke force majeure if the circumstance that hinders the (further) fulfilment of the contract occurs after the time by which the User should have fulfilled its obligation.
  3. During the period in which the force majeure persists, the User can suspend the obligations forthcoming from the contract. If this period persists for more than one month, either party is entitled to dissolution of the contract without being held liable for compensation of losses by the other party.
  4. If the User, at the time that the force majeure occurs, has meanwhile fulfilled its obligations in part or will be able to fulfil them, and there is independent value attached to the completed part, or the part to be completed, the User reserves the right to separately invoice the completed part, or the part to be completed. The Other Party is obligated to pay this invoice as if it were part of a separate contract, so to speak.

Article 6 Payment and debt-recovery costs

  1. The supply of goods by the User shall take place once payment has been received.
  2. If the Other Party neglects to pay an invoice in a timely manner, the Other Party is legally in a state of default and shall then be charged interest. In the case of consumer purchase, the interest rate shall be equal to the legal interest rate. In other cases, the Other Party shall be charged interest at a rate of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be charged. The interest on owed amounts shall be calculated from the time at which the Other Party begins to default until such a time as it pays the amount owing in full.
  3. The User reserves the right to - firstly - use payments made by the Other Party to cover costs, to – secondly - cover outstanding interest and to – finally – reduce the sum total and current interest.
  4. The User can, without entering a state of default, refuse a payment offer if the Other Party indicates that the funds should be allocated in a different order. The User can refuse settlement of the sum total if the outstanding and current interest and collection costs are not included in the settlement amount.
  5. Objections against the sum total of an invoice do not suspend payment obligations.
  6. If the Other Party neglects or defaults in the (timely) fulfilment of its obligations, all reasonable costs related to the extra-judicial recovery of payment shall be for the account of the Other Party. The extra-judicial costs shall be calculated based on that which is customary within the Dutch debt-recovery industry at the time, currently calculated according to Rapport Voorwerk II. However, if the User incurs higher debt-recovery costs that are necessary within reason, the actual costs shall be considered when it comes to compensation. Possible legal and enforcement costs shall likewise be claimed from the Other Party. The Other Party shall also pay debt-recovery costs and interest.

Article 7 Reservation of property

  1. All items supplied by the User within the context of the contract shall remain the property of the User until the Other Party has thoroughly fulfilled all obligations forthcoming from the contract(s) it has agreed upon with the User, on the understanding that the liability and risk for the items supplied by the User lies with the Other Party from when these are handed over to it.
  2. The Other Party shall be obligated to do all that can, within reason, be expected of it in order to safeguard the property rights of the User.

Article 8 Guarantees, inspection and complaints

  1. Items to be supplied by the User conform to the customary requirements and standards that can, within reason, be set for at the time of supply, applicable to normal use within the Netherlands. The guarantee stipulated in this article applies to items destined for use within the Netherlands. If items are to be used outside the Netherlands, the Other Party must itself verify that they are suitable for use there, and must ensure that the items conform to the set conditions. In such cases, the User can set different guarantee (and other) conditions related to the items to be supplied or activities to be performed.
  2. The guarantee stipulated in subsection 1 of this article applies for a period of 1 year following supply. Once the guarantee period has expired, all repair or replacement costs, including administration, delivery and call-out costs, shall be for the account of the Other Party.
  3. Any form of guarantee shall be void if a defect occurs or is forthcoming due to negligent or improper use, usage beyond the use-by date, incorrect storage or maintenance performed by the Other Party and/or a third party if, without written authorisation from the User, the Other Party or a third party has modified or attempted to modify the items, if objects not meant to be fixed to the item have been attached to it, or if the item has been handled or adapted in a way other than what has been prescribed. Likewise, the Other Party shall not be entitled to any guarantee if a defect arises due to – or as a result of – circumstances beyond the control of the User.
  4. The User shall be required to inspect (or order inspection of) the supplied items or activities concerned as soon as these are supplied to it. Here, the Other Party must ensure that the quality and/or quantity of that which has been supplied corresponds to what has been agreed upon and that it conforms to the requirements agreed upon. Possible shortcomings must be forwarded by written notification to the User within 1 month. Such notification must contain a description of the shortcoming that is as detailed as is possible, in order that the User is able to adequately respond. The Other Party must provide the User with the opportunity to investigate a complaint (or order its investigation). In the case of hidden shortcomings, notification must take place within the guarantee period.
  5. Even if the Other Party enters a complaint in good time, this does not mean that its payment obligation is suspended. In such a case, the Other Party is still obligated to purchase and provide payment for the remaining items ordered, unless these have no independent value.
  6. If notification about a shortcoming is received late, the Other Party shall not be entitled to repairs, replacement or a refund unless a longer term applies due to the nature of the item or due to other circumstances.
  7. If it is established that an item is defective and this is claimed in good time, the User shall, within a reasonable time period of receiving the item in return or, if return is not possible within reason, of receiving written notification about the defect from the Other Party, replace or ensure the repair of the item or pay replacement compensation to the Other Party, these being at the discretion of the User. In case of replacement, the Other Party is obligated to return the replaced item to the User and transfer ownership of it to the User, unless the User stipulates otherwise.
  8. If it is established that a complaint is unfounded, the costs that arise as a result, including investigation costs shall, in full, be for the account of the Other Party.

Article 9 Liability

  1. The User excludes all liability, insofar as is not regulated by law.
  2. Any possible liability on the part of the User shall never exceed the sum total of the invoice value of the order concerned.
  3. Barring generally applicable rule of law, the User shall not be held liable for any compensation of loss, of any nature whatsoever, whether direct or indirect, including consequential loss, damage to movable or immovable property, or injury to persons, whether this concerns the Other Party or a third party.
  4. The User shall under no circumstances be held liable for losses arising or resulting from the use of the supplied item or from its unsuitability for the purpose for which the Other Party acquired it.
  5. The User shall not be held liable for losses, of any nature whatsoever, resulting from the User using inaccurate or incomplete specifications provided by – or on behalf of – the Other Party.
  6. The User shall neither be held liable for indirect losses, including consequential losses, lost profits, missed savings and losses resulting from business (or other) stagnation. In the case of consumer purchase, this limitation does not extend further than that which is allowed in accordance with article 7:24 subsection 2 of the Civil Code. (Dutch law)

Article 10 Term of limitation

  1. In departing from legal terms of limitation, the term of limitation applicable to all claims and arguments against the User and third parties involved in the execution of a contract amounts to 1 year.
  2. The stipulation contained in subsection 1 does not apply to legal claims and arguments that are founded on facts that could justify the proposition stating that the supplied item does not comply with the terms of the contract. Such claims and arguments shall lapse following a period of 2 years after the Other Party has notified the User about such non-compliance.

Article 11 Transfer of risk

  1. All risks related to loss, damage or depreciation are transferred to the Other Party when items become the property of the Other Party.

Article 12 Indemnity

  1. The Other Party shall indemnify the User from any possible claims by third parties that have suffered losses, caused by parties other than the User, related to the execution of the contract.
  2. If, as a result, the User is perhaps called to account by a third party, the Other Party shall, both judicially and extra-judicially, support the User and shall do everything that is expected of it without delay. If the Other Party neglects to implement adequate measures, the User shall, without notice, be entitled to implement such measures itself without notice. All costs and losses incurred by the User and third parties as a result shall, in full, be for the account and at the risk of the Other Party.

Article 13 Intellectual property

  1. The User reserves the rights and powers that it is entitled to according to the copyright law and other intellectual legislation and regulation. The User reserves the right to use knowledge gained during the execution of the contract for other purposes, insofar as this does not bring strictly confidential information belonging to the Other Party to the attention of third parties.

Article 14 Applicable law and disputes

  1. Dutch law exclusively governs all legal relationships to which the User is party, even if a contract is fully or partially executed outside the Netherlands or if a legally involved party is based outside the Netherlands. Applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
  2. All disputes arising from or related to the contract for which these terms and conditions are applicable, the terms and conditions themselves or their explanation or execution, of both a factual and judicial nature, shall be settled by the competent civil court, unless the district court is authorised.