On all quotations, off-line and on-line orders and agreements, Hadrion's general Terms and Conditions of Business apply. Filed at the Chamber of Commerce, The Netherlands, under number 61 93 99 94.
In these regulations, the following terms shall have the following meanings:
2.1 These General Terms and Conditions of Sale (hereinafter: Terms and Conditions) apply to all offers, orders and agreements of Hadrion, to the exclusion of any other general terms and conditions. These Terms and Conditions have been filed with the Chamber of Commerce in Emmen and will be sent by us upon request. These Terms and Conditions can also be consulted via the internet: www.hadrion.nl/voorwaarden.
2.2 Accepting an offer or placing an order means that the client accepts the applicability of these Terms and Conditions.
2.3 Deviations from the provisions in these Terms and Conditions may only be made in writing, in which case the other provisions remain fully in force.
2.4 All rights and claims, as stipulated in these Terms and Conditions and in any further agreements for the benefit of Hadrion, are also stipulated for the benefit of intermediaries and other third parties engaged by Hadrion.
2.5 In the event of a difference between the deposited text of these General Terms and Conditions and texts that are otherwise printed, translated and/or distributed, only the deposited text will apply.
3.1 Unless expressly agreed otherwise in writing, all offers from Hadrion are without obligation. Binding offers, unless stated otherwise in the offer, are in any case not open for longer than two months after the time at which they were made.
3.2 The offer indicates what the work ordered will result in: written advice, report, model, training, etc.
3.3 An agreement is only concluded after acceptance of the order by Hadrion. Hadrion is entitled to refuse orders or to attach certain conditions to the delivery, unless expressly stated otherwise. If an order is not accepted, Hadrion will inform client of this within ten (10) working days after receipt of the order confirmation.
3.4 Orders are only binding for Hadrion after they have been accepted and confirmed in writing by Hadrion.
3.5 Without prejudice to the provisions of the previous sentence, orders for which Hadrion requests an advance payment are only binding for Hadrion after receipt of the advance payment.
3.6 Changes, additions and/or extensions to the order are only binding after this has been agreed in writing between the parties.
3.7 The client is bound to Hadrion by his order.
3.8 Hadrion is free to call upon the cooperation of other institutes or third parties for parts of the order.
3.9 Hadrion will carry out the order to the best of its knowledge and ability. Carrying out the order is an obligation of effort for Hadrion. Hadrion will avoid anything that could harm the independence of its advice.
4.1 Hadrion is obliged to maintain confidentiality, if and to the extent that this has been explicitly agreed with the client. The period during which the confidentiality obligation applies can be determined. In that case, Hadrion will do everything possible to protect the interests of the client.
4.2 Hadrion will treat confidential information obtained from the client, in whatever form, confidentially. Hadrion requires the permission of the client for the external use of this confidential information and/or the recognizable persons involved in this information.
5.1 The client has the right to use all specific knowledge and information related to the assignment within the area of Hadrion - Reekalf 10 - 7908 XG Hoogeveen - the Netherlands - KvK 61 93 99 94 Page 3 assignment for the agreed term, except if Hadrion has a duty of confidentiality towards third parties. The costs associated with the exercise of this right of use must be reimbursed to Hadrion.
5.2 Both during and after the period in which Hadrion is obliged to maintain confidentiality in accordance with article 4, Hadrion has the right to use the new specific knowledge and data, obtained by executing the assignment.
5.3 Hadrion has the right to use for itself and to have third parties use:
5.4 Hadrion retains the copyright on all reports, drawings and other products, in which the assigned work results.
5.5 Reports issued may only be published by the client verbatim and in their entirety. Publication in other form is only permitted after written permission from Hadrion. Publication also includes making it available for inspection to third parties.
5.6 The use of the result of the assignment for the purpose of instituting claims, for conducting legal proceedings and for advertising, as well as the use of Hadrion's name, in any connection whatsoever, is also in the case of publication of reports as referred to in article 5.5 only permitted after separate written permission from Hadrion.
6.1 If a "fixed price" is included in the offer, this price is considered the agreed price.
6.2 If a "target price" or "estimate" is included in the offer, it is agreed between the client and Hadrion that the amount to be paid will be determined by subsequent calculation on the basis of the rates and methods customary at Hadrion or the rates and methods agreed with the client. The stated amount in this case is an estimate of the costs.
6.3 The stated prices for the products and services offered are in euros, excluding VAT and excluding handling and shipping costs, any taxes or other levies, unless otherwise stated or agreed in writing. Hadrion reserves the right to divide the contract amount over a number of terms.
6.4 Payment must be made without discount or compensation within fourteen (14) days after the invoice date for deliveries within the Netherlands, and within twenty-one (21) days after the invoice date for deliveries outside the Netherlands, unless otherwise agreed in writing. In the case of payment by bank, the date of payment is the date on which Hadrion's bank account is credited. Hadrion - Reekalf 10 - 7908 XG Hoogeveen - Netherlands - KvK 61 93 99 94 Page 4
6.5 If the payment term is exceeded, the client will be in default from the day that payment should have been made and will owe default interest of 1% per month or part of a month on the outstanding amount from that day. If payment is made after a reminder by Hadrion, the client will owe an amount of thirty-five euros (€ 35.00) in administration costs. If Hadrion outsources its claim for collection, the collection costs are also due, which are at least fifteen percent (15%) of the outstanding amount, without prejudice to Hadrion's authority to claim the actual extrajudicial collection costs instead. 6.6 If the client is in default of any payment, Hadrion is entitled to suspend (the execution of) the relevant agreement and related agreements, or to terminate them.
7.1 The term or delivery time agreed by Hadrion with the client, within which the order will be fulfilled or the product will be delivered, is always intended as an approximation. This term or delivery time commences upon written confirmation by Hadrion of the order, but not before Hadrion has received the data and materials required for the execution of the order from the client. If at the time of the order the client owes Hadrion any payment under the present agreement or any other agreement, the term will only start on the day on which Hadrion has received this payment.
7.2 Delay in the term or delivery for whatever reason will never give the client the right to compensation, termination of the agreement or non-fulfilment of any obligation that arises for the client from the relevant or any other agreement with Hadrion.
7.3 After the expiry of the term or delivery time, taking into account any suspension due to force majeure, the client is entitled to set Hadrion a new reasonable term, in the event of non-compliance with which the client is entitled to cancel the agreement, insofar as it has not been executed, without any compensation being owed to either party in that case. If the order has been executed, the client must pay Hadrion the executed part pro rata.
7.4 Hadrion reserves the right to execute the order in parts, in which case this is deemed to have been done in accordance with separate agreements, to which these General Terms and Conditions apply accordingly.
8.1 In the event of force majeure, the performance of the agreement will be suspended until after the end of the force majeure situation, unless Hadrion notifies the client in writing within 90 days after the start thereof that it will cancel the agreement, insofar as it has not been performed, without being obliged to pay damages. Hadrion - Reekalf 10 - 7908 XG Hoogeveen - Netherlands - KvK 61 93 99 94 Page 5
8.2 Hadrion may invoke force majeure under the following circumstances, among others: non-delivery by third parties for whatever reason, strikes, lockouts, political or economic boycotts, illness of personnel, fire, operational disruptions, riots, measures resulting from other government measures, lack of energy, as well as any other circumstance of whatever nature which is beyond Hadrion's control and is suitable to prevent or delay the execution of the agreement.
9.1 Ownership of delivered products will only be transferred if the client has paid everything that it owes to Hadrion on the basis of any agreement. The risk in respect of the products will already be transferred to the client at the time of delivery.
10.1 The client must fully and unconditionally respect all intellectual and industrial property rights that rest on the products delivered by Hadrion.
10.2 Hadrion does not guarantee that the products delivered to the client do not infringe any (unwritten) intellectual and/or industrial property right of third parties.
11.1 Hadrion has an obligation to make an effort. Hadrion and/or goods and services used by Hadrion and/or persons engaged by Hadrion in the execution of the order are not liable for damage suffered by the client when applying or using the result of Hadrion's work, unless there is intent or gross negligence on the part of Hadrion and up to a maximum of the amount of the order.
11.2 Insofar as this liability extends to goods and services that Hadrion has obtained from third parties, Hadrion's liability is also limited to that for which the supplier is obliged towards Hadrion and for which Hadrion actually has recourse against the supplier.
11.3 The client indemnifies Hadrion and/or goods and services used by Hadrion in the execution of the order and/or persons engaged by Hadrion against all claims by third parties on the grounds of damage suffered by these third parties, resulting from the application or use of the result of Hadrion's work by the client or by another person to whom the client has result, unless there is intent or gross negligence on the part of Hadrion.
11.4 In the event of non-fulfilment by the client of any obligation towards Hadrion, including late payment, Hadrion's liability shall lapse.
11.5 In the event that Hadrion is liable for damage resulting from a breach of the confidentiality obligation, as referred to in Article 4, the same limitation applies as contained in Articles 11.1 to 11.4.
12.1 The client is obliged to examine upon delivery whether the products correspond to the agreement. If this is not the case, the client must notify Hadrion of this as soon as possible and in any case within seven (7) working days after delivery, or after discovery could reasonably have been made, in writing and with reasons.
12.2 If it has been demonstrated that the products do not correspond to the agreement, Hadrion has the option of replacing the products in question with new products upon return or to refund the invoice value thereof.
12.3 If the client does not wish to accept a product for whatever reason, the client has the right to return the product to Hadrion within seven (7) working days after delivery. In this case, returns will only be accepted if the packaging and the product are undamaged, and the costs for returns will be borne by the client.
13.1 If the client fails to meet any obligation towards Hadrion, fails to meet it properly or fails to meet it in a timely manner, as well as in the event of bankruptcy, (provisional) suspension of payments, debt restructuring, liquidation, placement under administration, trusteeship or guardianship, he shall be deemed to be in default, without any further notice of default being required, and Hadrion shall have the right, without judicial intervention, to dissolve the agreement in whole or in part or to suspend its execution, at Hadrion's discretion, and Hadrion shall be entitled to compensation for interest, costs and full damages.
14.1 Hadrion is at all times entitled, even after Hadrion has fully or partially executed an order, to demand from the client, before proceeding to (further) execution, that the client provide Hadrion with sufficient security for the fulfilment of all its obligations towards Hadrion.
15.1 Hadrion is not liable for misunderstandings, mutilations, delays or improper transmission of orders and notifications as a result of the use of the internet or any other means of communication in the traffic between the client and Hadrion, or between Hadrion and third parties, insofar as this relates to the relationship between the client and Hadrion, unless and to the extent that there is intent or gross negligence on the part of Hadrion.
15.2 If Hadrion has permitted deviations from these Conditions for a short or long period of time, either tacitly or otherwise, this does not affect its right to demand immediate and strict compliance with these Conditions. The client can never assert any right on the basis of the fact that Hadrion applies these Conditions flexibly. Hadrion - Reekalf 10 - 7908 XG Hoogeveen - Netherlands - KvK 61 93 99 94 Page 7
15.3 If one or more of the provisions of these Terms and Conditions or any other agreement with Hadrion are in conflict with any applicable legal provision, the provision in question will lapse and will be replaced by a new legally permissible comparable provision to be determined by Hadrion.
16.1 All rights, obligations, offers, orders and agreements to which these Conditions apply, as well as these Conditions, are exclusively governed by Dutch law.
16.2 All disputes between the parties will be submitted exclusively to the competent court in the Netherlands.
Hoogeveen, 24 November 2014
This text was translated from the original Dutch version at hadrion.nl/voorwaarden by Google Translate. So it may include several errors.
The terms and conditions on our Dutch website will be leading and are always the current version. We recommend that you check it out.
Hadrion's general terms and conditions of business (PDF) (Dutch language)
Hadrion is the new name of Heron Technologies