Entecst Technical Communication (Chamber of Commerce trade register no. 17 158 428)
Entecst BV (Chamber of Commerce trade register no. 53 911 954)
1. General
1.1 These general terms and conditions are applicable to all offers, agreements and other legal relationships between Entecst Technical Communication or Entecst BV (both hereinafter called Entecst) on the one hand and clients on the other.
1.2 Any client’s general terms and conditions and exceptions to the Entecst general terms and conditions only apply if these were agreed in writing with Entecst beforehand.
2. Quotes
2.1 Every quote is free of obligation and is valid for one month. Costs may be involved in an extensive quote or a preliminary discussion, for which Entecst will charge the client. If this should be the case, Entecst will inform the client of this before the costs arise.
2.2 To the best of his knowledge, the client will provide Entecst with all the information that Entecst needs for a correct picture of the work for which a quote is being made. If changes or additions to this information occur after the quote, Entecst may revoke the quote.
3. Performance of orders
3.1 An order may be given, amongst other things, verbally, by telephone or in writing. Entecst may request written confirmation of orders that were not given in writing.
3.2 Entecst undertakes to supply good work to the best of its knowledge and ability. This obligation has the nature of an ‘obligation to perform to the best of its ability’.
3.3 Entecst may involve third parties in the performance of an order.
3.4 The client will supply all materials, data and information that Entecst needs for the order or considers desirable. Client’s staff involved will be available in time and to a sufficient extent.
3.5 Dutch texts supplied will be written by Entecst in proper Dutch and in standard spelling. A one-off review of the text after consultation with the client is included in the quoted price. Extensive review, several reviews or order amendment are not included and will be invoiced additionally to the client.
3.6 Products or services supplied that are subject to approval or review, are considered to be accepted if Entecst has not received notification of the contrary within 14 days.
3.7 Entecst undertakes to keep secret any information received from the client of which Entecst knows or may assume that it is confidential.
4. Delivery times
4.1 Any delivery times agreed are target dates, which Entecst will aim for to the best of its ability.
4.2 The delivery of a product is considered to have taken place at the moment of offer to post, courier or carrier, or of despatch by telefax or email.
4.3 If a delivery time transgression attributable to Entecst is not acceptable for the client, he can terminate this agreement unilaterally. In that case, Entecst is not obliged to pay any damages. In such a case, the client undertakes to pay Entecst for any work already performed.
5. Interim alteration and termination of orders
5.1 If the client should make changes to the order after having placed it, Entecst is entitled to adjust delivery time, price or other conditions. Entecst will confirm these changes in a supplementary order confirmation, and will make a prior separate supplementary quote upon request.
5.2 If the client fails imputably, for example due to the inadmissible full or partial termination, withdrawal or postponement of the order, he owes Entecst a refund for the work already performed and compensation for the part of the order not carried out, without prejudice to any other rights belonging to Entecst resulting from law.
5.3 If circumstances occur due to which Entecst cannot reasonably be expected to continue the fulfilment of an order, Entecst is entitled to terminate the order unilaterally without any obligation to pay damages. Such circumstances are in any case, but not limited to, bankruptcy, application of the Debt Repayment Natural Persons Act (Dutch WSNP), riots, fire, accident and illness on the part of Entecst. The client will then be obliged to pay Entecst for the work already done.
5.4 If Entecst does not agree with the radical change of a product produced or a service provided by Entecst, this will be designated as an imputable failing of the client.
6. Payment
6.1 Unless stated otherwise, amounts in orders and order confirmations are in euros and excluding VAT (Dutch BTW). The payment term for all invoices is thirty (30) days after invoice date. For as long as Entecst has not received all payments for an order, it will retain all the rights to the products and services resulting from the order.
6.2 Prior to performing an order, Entecst may demand payment in several instalments distributed over the period in which the assignment is being carried out, or demand full or partial advance payment. In case of advance payment, the delivery period will start as soon as Entecst has received this advance payment.
6.3 If the client does not meet a payment obligation, Entecst may suspend and/or terminate the agreement. In that case, the client is obliged to pay Entecst for the work already performed.
6.4 After expiry of a payment term, the client is to pay statutory interest on the amount not yet paid. In addition, Entecst may entrust a third party with collection measures without further notice of default. All (judicial and extrajudicial) collection costs on account of overdue payments are to be paid by the client.
7. Copyright and intellectual property
7.1 Unless otherwise agreed in writing, Entecst will retain the copyright and other intellectual property rights to the products produced and the services provided by Entecst, including the quotes stated under article 2.
7.2 Entecst’s tools and methods used for the order or stated in a report will remain property of Entecst. Disclosure is only permitted after prior written permission from Entecst.
7.3 The client indemnifies Entecst against claims from third parties due to alleged infringement of property right, patent right, copyright or other intellectual property rights in connection with all that the client contributes to the order performance.
8. Liability and indemnification
8.1 The client is obliged to check the products and services supplied for faults and inaccuracies, and indemnifies Entecst against liability for this.
8.2 The client indemnifies Entecst against any liability for damage, including personal injury and consequential loss, which results directly or indirectly from the products and services supplied.
8.3 Entecst is only liable for damage that is the direct and demonstrable result of gross negligence or serious default attributable to Entecst. In other cases, Entecst is never liable for whichever direct or indirect damage. Entecst’s liability is in all cases limited to the invoice amount excluding VAT of the particular order, never amounts to more than the amount that Entecst’s insurer will pay in the specific claim, and is in any case limited to a maximum of € 5,000.
8.4 Ambiguity or contradiction in the materials or information supplied by the client will dismiss Entecst from any liability. Entecst is not liable for damage to or loss of these materials or this information.
9. Complaints and disputes
9.1 The client must report any complaints about the item supplied in writing to Entecst within 14 days from delivery. The complaint does not dismiss the client from his payment obligations. Entecst will attempt to solve any well-founded complaints in consultation with the client in reasonableness, on the condition that he has not processed the supplied item or has had it processed.
9.2 All agreements between Entecst and the client are exclusively governed by Dutch law. Any disputes will be submitted to the competent court in the district of Entecst’s place of business, unless imperatively prescribed by law otherwise.
2 April 2012
These general terms and conditions are filed at the Chamber of Commerce in Eindhoven under number 17158428.