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, https://www.certification-experts.com.
2.1 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.
2.2 The applicability of other general terms and conditions (including those of Customer) is expressly excluded.
2.3 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.
2.4 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.
2.5 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.
2.6 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.
2.7 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.
2.8 In situations not regulated by these General Terms and Conditions, Parties must assess the situation in the spirit of these General Terms and Conditions.
2.9 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.
2.10 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.
2.11 In interpreting the meaning of these General Terms and Conditions, the Dutch version supersedes all other versions.
2.12 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.
3. Provision of information to Customer
3.1 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.
3.2 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.
3.3 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.
3.4 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.
3.5 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.
4. Formation of the Agreement
4.1 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.
4.2 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.
4.3 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.
4.4 Each Agreement is entered under the suspensive condition of Customer’s creditworthiness.
4.5 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.
4.6 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.
5. Prices and rates
5.1 The currency agreed in the Agreement shall apply. If no currency is included in the Agreement, prices will be quoted in Euros.
5.2 Prices given by Certification Experts are always stated excluding VAT, shipping, travel and accommodation costs, unless otherwise agreed in writing.
5.3 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.
5.4 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.
6. Billing and payment
6.1 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.
6.2 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.
6.3 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.
6.4 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 payment in full is credited, whereby a part of a month counts as a full month, or at the commercial rate specified in article 6:119a of the Dutch Civil Code (“DCC”) if the commercial rate is higher than the contractual rate. Customer shall owe ‘interest on interest’ at the end of each year, in accordance with the provisions of Section 6:119a (3) of the DCC. This applies without prejudice to the right of Certification Experts to full compensation based on the law.
6.5 Customer is obliged to pay all judicial and extrajudicial (collection) expenses. These include, but are not limited to, costs relating to seizure, petition of bankruptcy, and debt collection, as well as expenses incurred by Certification Experts for legal representation, process servers, and the consultation of other specialists. Certification Experts is entitled to charge Customer extrajudicial debt collection expenses amounting to at least 15% of Customer’s entire late payment, with a minimum of EUR 750.- plus VAT, without prejudice to Certification Experts’ right to seek full compensation for damage and costs related to the collection of payments due.
6.6 At or upon conclusion of the Agreement, Customer is obliged to make advance payments in the amounts indicated by Certification Experts at Certification Experts’ first request. Certification Experts is not liable for interest on advance payments.
6.7 Any objection to the invoice must be brought to the attention of Certification Experts within 14 days of the invoice date, failing which the invoice is deemed to have been found in order and accepted by Customer, and for which no further complaints will be accepted.
6.8 In the event of an Agreement that is performed incrementally, Certification Experts is entitled to invoice each partial performance.
6.9 Incoming payments are always first applied to settle judicial and extrajudicial costs, fines and interest, and are subsequently applied to settle the oldest accounts outstanding at Certification Experts, irrespective of any other instructions given by Customer.
6.10 If Customer cancels an Agreement concluded with Certification Experts, the costs of Certification Experts shall remain payable in full.
7.1 Terms of delivery and other terms commence on the first working day subsequent to the conclusion of the Agreement.
7.2 Terms of delivery and other terms indicated or agreed by Certification Experts will be based on the information and circumstances known at the time the Agreement was concluded.
7.3 Specified or agreed delivery times and other terms are approximate and must never be taken to imply a strict deadline. In the event of non-timely performance, Customer must give Certification Experts notice of default in writing, specifying a reasonable term for performance. Customer is entitled to dissolve the Agreement by means of a written notice only if and insofar as Certification Experts has failed to deliver the Service(s) yet to be supplied within a reasonable period agreed in writing with Customer after the aforementioned delay.
7.4 Terms of delivery and other terms will be extended by the time that the performance of the Agreement is delayed due to force majeure.
7.5 Activities will be suspended as long as Customer has not fulfilled its payment or payment guarantee obligations vis-à-vis Certification Experts or if Customer fails to fulfil or fails to adequately fulfil its (information) obligations in connection with the delivery of the Service(s).
7.6 Certification Experts cannot be held liable for any direct or indirect damage as a result of non-compliance with terms of delivery or other terms.
8. Confidentiality and secrecy
8.1 Customer agrees that all confidential information provided by Certification Experts or on behalf of Certification Experts shall be treated as strictly confidential and shall not be disclosed to third parties without the prior written consent of Certification Experts. Confidential information includes but not limited to all non-public commercial, technical and legal information and documents of which Customer has become aware.
8.2 Customer also imposes on all its employees the obligation referred to in article 8.1.
8.3 All information of Certification Experts is confidential, unless explicitly stated otherwise.
9. Retention of title and other securities
9.1 All (if applicable) images, sound and data media or other auxiliary resources originating from Certification Experts, if any, remain its property at all times. Customer is not entitled to reproduce, publish or make them available to third parties.
9.2 Customer is obliged, at first request, to furnish additional security for the fulfilment of its obligations vis-à-vis Certification Experts (such as the provision of a satisfactory bank guarantee).
10. Liability / indemnification
10.1 Certification Experts’ liability vis-à-vis Customer is limited to the provisions of this article and article 13.
10.2 Certification Experts cannot be held liable for any other direct or indirect damage, including consequential damage, business damage, loss of profits, suffered losses, missed savings, damage due to business interruptions or damage as a result of claims filed by third parties against Customer, in connection with or arising from an Agreement with Customer or an Agreement yet to be concluded with Customer or any other obligation under the law (such as an unlawful act, in Dutch: ‘onrechtmatige daad’).
10.3 Certification Experts cannot be held liable for damage caused by the actions or omissions of personnel of Customer or third parties who perform services for Customer, including but not limited to recommendations and/or advice, except for damage due to intentional or gross negligence on the part of Certification Experts.
10.4 Certification Experts can under no circumstances be held liable for damage if and insofar as it results from failure to comply with directions/instructions given by Certification Experts or employees or third parties hired by it.
10.5 Customer is forbidden to address staff members of Certification Experts and parties engaged by Certification Experts personally in connection with an Agreement.
10.6 Customer must hold Certification Experts liable for any damage suffered or that it expects to suffer no later than one calendar month after it becomes aware or could reasonably have become aware of a damage-inducing circumstance. All claims for damages brought against Certification Experts, except for claims that have been acknowledged by Certification Experts, will lapse by the mere passage of 12 calendar months from the date on which the claim arose.
10.7 Any conditions that limit, exclude or determine liability and that can be invoked against Certification Experts in connection with the Services of Certification Experts may also be invoked by Certification Experts against Customer.
10.8 The employees of Certification Experts or auxiliary personnel engaged by Certification Experts for the performance of the Agreement may invoke any defence that can be derived from the Agreement vis-à-vis Customer as if they themselves were parties to the Agreement.
10.9 In the event that Certification Experts, notwithstanding the preceding, is obliged to pay damages (in accordance with standards of reasonableness and fairness), Customer explicitly acknowledges that Certification Experts’ liability vis-à-vis Customer, contractually or otherwise, is, in any case, limited to the amount for which Certification Experts’ liability insurance provides coverage.
10.10 In the event that Certification Experts, notwithstanding the stipulations of article 10.9, is obliged to pay damages (in accordance with standards of reasonableness and fairness), Customer explicitly acknowledges that Certification Experts’ liability vis-à-vis Customer, contractually or otherwise, is, in any case, limited to the invoice value of the Service(s) purchased by Customer that gave rise to the event that caused the damage, or (if this is lower) an amount of EUR 3,000 in total for each series of events arising from one and the same cause.
10.11 Customer is obliged to indemnify and compensate, its employees and third parties engaged by it in the event of claims by third parties connected with the delivery of the Service(s) in respect of damage for which Certification Experts is not liable on the basis of the Agreement.
10.12 Certification Experts is not liable for damage or loss of samples of Products (where applicable) from Customer, including but not limited to: during transport, storage or during product tests, destructive tests and flammability tests.
11. Force majeure
11.1 If Certification Experts is prevented by force majeure of a permanent or temporary nature from executing or continuing to execute the Agreement, regardless of whether the force majeure could have been foreseen, Certification Experts is entitled, without any obligation to pay damages, to dissolve the Agreement in whole or in part by means of a written notice to that effect without judicial intervention, without prejudice to Certification Experts’ right to payment by Customer for performance already executed by Certification Experts prior to the existence of the force majeure situation, or to suspend the (further) execution of the Agreement in whole or in part. Certification Experts will inform Customer as soon as possible of the situation of force majeure. In the event of a suspension, Certification Experts is nevertheless entitled to dissolve the Agreement in whole or in part.
11.2 Force majeure includes all circumstances as a result of which Certification Experts is temporarily or permanently unable to fulfil its obligations, such as natural disasters, flooding, fire, frost, strikes or lockouts, riots, war, government measures, power failures, computer, interruption to telephone and internet services, theft or embezzlement from Certification Experts’ warehouses or workshops and furthermore all circumstances in which it cannot reasonably be expected of Certification Experts that it (further) fulfil its obligations vis-à-vis Customer. Force majeure on the part of Certification Experts’ suppliers is deemed to be force majeure on the part of Certification Experts as well.
11.3 If the force majeure on the part of Certification Experts lasts longer than 3 months, Customer is entitled to dissolve the non-executable portions of the Agreement by means of a written statement, without prejudice to the provisions of article 13.
12. Execution by third parties
12.1 Certification Experts is entitled to engage third parties for the execution of the Agreement.
12.2 If third parties are called upon, Certification Experts will enter into and comply with a processing agreement with this third party, in accordance with the applicable privacy regulations.
13. Attributable breach / dissolvement and termination of the Agreement / compensation / suspension
a. Customer has filed for its own bankruptcy, is declared bankrupt or applies for a payment moratorium; or
b. a decision to liquidate Customer or to terminate Customer’s business activities or to sell Customer’s business activities or to change the nature of Customer’s business activities substantially in Certification Experts’ opinion is taken and/or implemented; or
c. Customer fails to fulfil or fully fulfil any of its obligations vis-à-vis Certification Experts by virtue of the law or pursuant to contractual conditions; or
d. Customer fails to pay an invoice amount due to Certification Experts within the set term; or
e. all or part of Customer’s assets are seized; or
f. a situation comparable to those described under letters a through e occurs under the laws of the country in which Customer has its registered offices,
g. Customer is deemed to be in default by operation of law and the (remaining) debt of Customer vis-à-vis Certification Experts is immediately due and payable. Certification Experts will then be entitled to dissolve or terminate (in Dutch: ‘ontbinden of opzeggen’) the Agreement in whole or in part immediately without notice of default or judicial intervention or to suspend its obligations, all without prejudice to Certification Experts’ other rights, such as its rights with regard to already expired fines, interest, and compensation. Certification Experts will not be obliged to pay any compensation to Customer in the event of dissolvement (in Dutch: ‘ontbinding’) or termination (in Dutch: ‘opzegging’) of the Agreement in accordance with the provisions of this article.
13.2 Upon dissolvement/termination of the Agreement, those provisions which by their nature are intended to remain in force will remain in force.
14. Applicable law and competent court
14.1 All Agreements concluded by parties are governed by Dutch law.
14.2 Any disputes in connection with or arising from an Agreement will initially be submitted exclusively to the competent court in the jurisdiction in which Certification Experts has its registered offices, without prejudice to Certification Experts’ right to submit a dispute to another court with jurisdiction by law or by treaty.
Certification Experts reserves the right to make amendments to the Agreement and/or the General Terms and Conditions. Barring receipt by Certification Experts of a written objection within 14 working days of notification of the amendments, Customer is deemed to have accepted the changes.
Published, January 2020.