1. Definitions

In these general terms and conditions and the agreements to which they have been declared applicable, the following terms are accorded the following meanings:

  • Customer: the natural person or legal entity acting as a company, which is registered in the trade register and wishes to purchase certain Services from Certification Experts;
  • General Terms and Conditions: these general terms and conditions;
  • Certification Experts: Certification Experts B.V., established in (3621 ZC) Breukelen, the Amerlandseweg 7, registered with the Chamber of Commerce under number 53305159;
  • Service(s): the activities described in the Quotation and to be performed by Certification Experts for Customer;
  • Product(s): the products used/to be used by Customer, including samples;
  • Quotation(s): the written (or electronic) description of the Services to be supplied by Certification Experts to Customer, to which the General Terms and Conditions apply;
  • Agreement(s): the agreement(s) between Certification Experts and Customer, any amendment or supplement thereto, and the General Terms and Conditions applicable to agreements between parties;
  • Website: the website of Certification Experts,
  1. General
    • These General Terms and Conditions apply, to the exclusion of third-party terms and conditions, exclusively to each Service of Certification Experts, all Agreements relating thereto and all related acts, whether of preparatory or executive nature.
    • The applicability of other general terms and conditions (including those of Customer) is expressly excluded.
    • Conditions that deviate from these General Terms and Conditions only apply insofar as they have been explicitly accepted by Certification Experts in writing and moreover apply only to the Agreement concerned.
    • Amendments and additions to any provision of the Agreement are deemed valid only if they have been laid down in writing and signed by both parties.
    • If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, the other stipulations in these General Terms and Conditions or the Agreement nonetheless remain in effect.
    • If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, Parties must negotiate the terms of a new stipulation which mirrors as closely as possible the substance and the intent of the original stipulation.
    • In the event of uncertainty as to the interpretation of one or more stipulations in these General Terms and Conditions, they must be interpreted in the spirit of the stipulation or stipulations concerned.
    • In situations not regulated by these General Terms and Conditions, Parties must assess the situation in the spirit of these General Terms and Conditions.
    • Failure by Certification Experts to require strict compliance with these terms and conditions at all times does not imply that the provisions of these terms and conditions do not apply at all, or that Certification Experts has given up its right to require strict compliance with these terms and conditions in other cases.
    • The term „in writing“ with regard to communications between Certification Experts and Customer also refers to electronic communications. Certification Experts’ electronic system is the sole source of proof of the content and time of receipt and transmission of the electronic communications in question.
    • In interpreting the meaning of these General Terms and Conditions, the Dutch version supersedes all other versions.
    • In the event of any inconsistency between an Agreement, these General Terms and Conditions and the Quotation, precedence is given, in descending order, to the Agreement, these General Terms and Conditions and, finally, to the Quotation.
  2. Provision of information to Customer
    • Prior to the conclusion of an Agreement, Customer must provide Certification Experts with all essential information in connection with the Service(s) provided by Certification Experts. Customer guarantees the accuracy and completeness of the information provided by or on behalf of Customer on which Certification Experts bases its Quotation.
    • Customer makes itself available for answering questions from Certification Experts whose answers are necessary for drawing up the Quotation or for the execution of the Agreement and Certification Experts may (in the absence of this information) suspend its work.
    • All Quotations and tenders extended by Certification Experts are extended without obligation, except when and insofar as otherwise stated by Certification Experts. If a non-binding Quotation is accepted by Customer, Certification Experts is nonetheless entitled to revoke the Quotation within 5 working days of receiving notification of the acceptance.
    • The content of all price information, other information, brochures and any other details provided with a Quotation are stated as accurately as possible. The data in question are only binding on Certification Experts if this has been explicitly confirmed in writing by Certification Experts. Obvious mistakes or errors in the Quotation are not binding on Certification Experts.
    • A Quotation is valid for 2 months from the day the Quotation is dated unless the Quotation explicitly states otherwise or unless agreed otherwise in writing by the parties. If Customer does not accept a Quotation within this period, Certification Experts is entitled to change the conditions and the price stated in the Quotation.
  3. Formation of the Agreement
    • After acceptance of a Quotation, an Agreement is concluded by the written confirmation thereof by Certification Experts, or by the actual (commencement of the) provision of the offered Services to Customer by Certification Experts.
    • No derogation from the terms of the Quotation, whether or not of subordinate significance, is binding on Certification Experts, unless the derogation is expressly and in writing accepted by Certification Experts.
    • In the event no Quotation or order confirmation has been sent, the invoice will function in its stead, and is deemed to correctly and completely reflect the terms of the Agreement.
    • Each Agreement is entered under the suspensive condition of Customer’s creditworthiness.
  • At the request of Certification Experts, Customer shall provide samples of the Products. Customer is responsible for the shipment of samples and the associated costs. If the sample is sent from outside the EU and will therefore pass through customs, it is important that Customer indicates on the documentation that it concerns a test sample and that it concerns a temporary import and export of the sample. All possible (customs) costs to be incurred lie with Customer, even when samples are refused and/or incorrectly imported or exported.
  • At the request of Certification Experts, Customer must collect the samples within 30 days after this request at the location determined by Certification Experts and/or notify Certification Experts that they can be returned at the expense of Customer. In the absence of the above, Certification Experts is at liberty to destroy the samples.
  1. Prices and rates
    • The currency agreed in the Agreement shall apply. If no currency is included in the Agreement, prices will be quoted in Euros.
    • Prices given by Certification Experts are always stated excluding VAT, shipping, travel and accommodation costs, unless otherwise agreed in writing.
    • If prices and/or rates of price-determining factors, wages, materials, currency differences, transport costs, import duties or insurance rates are increased for any reason whatsoever, Certification Experts is entitled to change the agreed price accordingly.
    • If the performance of an Agreement by Certification Experts is delayed at the request of Customer or due to the absence of data or instructions, the provision of erroneous data or other causes on the part of Customer, Certification Experts is entitled to increase the prices with any additional costs incurred as a result thereof, such as lost interest.
  2. Billing and payment
    • Certification Experts invoices in accordance with the provisions in the Agreement and is at all times entitled to demand an advance payment. Insofar as this is not provided for in the Agreement, Customer must pay 60% of the total costs of the Agreement prior to commencement of the Services.
    • Customer must pay the total amount stated on the invoice, including VAT, within 30 days of the invoice date at the latest unless agreed otherwise in writing. Customer is not entitled to suspend its payment obligations.
  • Net payment must be made to the bank account of Certification Experts whereby no deductions, withholding, or adjustments are allowed, also in the event Customer has lodged a claim. The value date specified on Certification Experts’ bank statements is regarded as the date of payment.
  • If Customer fails to pay in accordance with the payment period, Customer will be in default without need of further notification. Interest will accrue at the rate of 1,5% of the late payment per month or part thereof from the date that Customer is in default until the date