General terms and conditions of services

These are the General Terms and Conditions of VDS Instruments (hereinafter referred to as “VDS Instruments”), a company with address Industrieweg 15 in Wolvega. VDS instruments are registered with the Chamber of Commerce under number 81342276.

Definitions

In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:

General Terms and Conditions: these general terms and conditions as stated below.

Company: the Other Party acting in the exercise of a business or profession.

BW: the Civil Code.

Service: All work, in whatever form, that VDS instruments performs for or on behalf of the Other Party.

Assignment: All work, in whatever form, that VDS instruments performs for or on behalf of the Other Party.

Agreement: Any agreement concluded between VDS instruments and the Other Party.

Product: All matters that are the subject of an Agreement.

Other Party: the Company that has accepted these General Terms and Conditions and has given the order to provide a Service.

Unless the General Terms and Conditions expressly provide otherwise, when interpreting the General Terms and Conditions, the singular is deemed to include the plural and vice versa and a reference to a masculine form is also deemed to include a reference to a feminine form and vice versa .

Applicability

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between VDS instruments and the Other Party, unless the parties have expressly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with E-com VDS instruments, for the implementation of which third parties must be involved.
The applicability of general terms and conditions of the Other Party is expressly rejected.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.

Quotations and/or offers

All quotations and/or offers where the contrary is not expressly stated are considered an offer without obligation and can be revoked at any time, even if they contain a term for acceptance. Offers/quotes can also be revoked in writing by VDS Instruments within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.

General Terms and Conditions 1

All quotations and/or offers from VDS instruments are valid for 4 weeks, unless stated otherwise.
VDS Instruments cannot be held to its quotations and/or offers if the Other Party should have understood, on the basis of reasonableness and fairness and generally accepted views in society, that the quotation and/or offer or part thereof was an obvious mistake or contains description.
If the acceptance deviates, whether or not on minor points, from the offer included in the quotation and/or offer, VDS Instruments is not bound by this. The Agreement will then not be concluded in accordance with this deviating acceptance, unless VDS Instruments indicates otherwise.

Establishment of agreement

The Agreement is concluded by acceptance by the Other Party of the quotation and/or offer of VDS instruments.
Quotations and/or offers can only be accepted in writing (including electronically). VDS Instruments is nevertheless entitled to accept a verbal acceptance as if it had been made in writing.
An Agreement between the parties is concluded at the moment that VDS Instruments receives an order confirmation from the Other Party, or at the moment that VDS Instruments actually starts with the execution.
The Agreement replaces and replaces all previous proposals, correspondence, agreements or other communications, whether written or oral.

Execution of agreement

The Agreement will be executed by VDS Instruments to the best of its knowledge and ability, in accordance with the requirements of good workmanship. With regard to the intended activities, there is a best efforts obligation on the part of VDS instruments. The application of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
VDS Instruments determines the manner in which and by which person(s) the Assignment is carried out. VDS Instruments is entitled to have certain work carried out by third parties.
VDS Instruments is entitled to execute the Agreement in phases. If the Agreement is executed in phases, VDS Instruments has the right to invoice each executed part separately. If and as long as this invoice is not paid by the Other Party, VDS Instruments is not obliged to carry out the next phase and has the right to suspend the Agreement.
VDS Instruments is entitled to days off that have already been announced in advance, despite the number of minimum hours that may have been agreed in the Agreement.

Changes and additional work

If during the execution of the Agreement it appears that it is necessary to change or supplement the Agreement for proper execution, VDS Instruments will inform the Other Party of this as soon as possible. The parties will then proceed to amend the Agreement in a timely manner and in mutual consultation.

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If the parties agree that the Agreement will be amended/supplemented, the time of completion of the execution may be affected. VDS Instruments will inform the Other Party of this as soon as possible.
If the amendment or addition to the Agreement will have financial, quantitative and/or qualitative consequences, VDS Instruments will inform the Other Party of this in advance.
If a fixed rate or price has been agreed, VDS Instruments will indicate to what extent the amendment/supplement to the Agreement affects the rate/price. VDS Instruments will try – as far as possible – to provide a price quote in advance.
VDS instruments will not be able to charge additional costs if the change/addition is the result of circumstances that can be attributed to VDS instruments.
Changes to the originally concluded Agreement between the parties are only valid from the moment these changes have been accepted by both parties by means of a supplementary or amended Agreement.

Obligations of the Other Party

The Other Party ensures that all data, equipment or spaces that VDS instruments indicate are necessary or of which the Other Party should reasonably understand that they are necessary for the execution of the Agreement, are available in a timely manner. The Other Party must also grant VDS instruments all powers and authorizations necessary to properly execute the Order.
VDS Instruments is not liable for damage of any nature whatsoever because VDS Instruments relied on incorrect and/or incomplete information provided by the Other Party, unless VDS Instruments should have been aware of this incorrectness or incompleteness.
The Other Party must refrain from conduct that makes it impossible for VDS instruments to properly execute the Order.
If work is carried out by VDS instruments or third parties engaged by VDS instruments in the context of the Assignment at the location of the Other Party or a location designated by the Other Party, the Other Party will provide the reasonably desired facilities free of charge.
If the Other Party has not fulfilled its obligations as included in this article, VDS Instruments has the right to suspend the execution of the Agreement and/or to charge the Other Party the additional costs resulting from the delay in accordance with the usual price or rates. to be taken into account.

Revision

After delivery of the Product and/or the Service, the Other Party is entitled to two revisions of the Service without the Other Party owing any additional compensation, unless explicitly agreed otherwise.
Further revisions or changes to the original order are not included in the price and will be charged separately at the applicable VDS instruments rate.

Cancellation

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VDS Instruments is entitled to change the training date or cancel the Assignment at any time. VDS Instruments will inform the Other Party of this as soon as possible. VDS instruments will offer new training as far as possible. If this is not possible, the amounts already paid will be returned to VDS instruments by the Other Party.
Cancellation of the Order by the Other Party is only possible in compliance with the following provisions:
1. Cancellation must always be made in writing;
2. If you cancel less than 50% before the start of the training, 50% of the price is due; and
3. In case of cancellation less than 2 before the start of the training, the Other Party owes the full price.
The costs that the training location charges for VDS instruments in the event of cancellation or postponement will be charged to the Other Party if the Other Party cancels or postpones the performance of a training course.
In the event of a cancellation, the Other Party is entitled to have someone else participate in the training instead.
Any amounts already paid, minus the amount due in connection with cancellation, will be deducted as far as possible by VDS instruments from a new training. If this is not possible, this amount will be returned to the Other Party by VDS Instruments.
In the event of misconduct by a person or if a person violates the applicable order and safety measures, VDS Instruments is entitled to deny the person in question access to the training without any refund of the costs for the training being due.

Risk transition

The Products that are the subject of the Agreement are at the expense and risk of VDS Instruments until the Products are made available to the Other Party as a Company.
The risk of loss, damage or depreciation of Products that are the subject of the Agreement passes to the Other Party as a Company at the time when Products are available to the Other Party or a third party to be designated by the Other Party.

Prices

Unless expressly agreed otherwise in writing, the prices and rates indicated by VDS instruments always include VAT.
The prices and rates are exclusive of shipping, travel, accommodation and other expenses, unless otherwise agreed.
If a rate has not been expressly agreed, the rate will be determined on the basis of the actual hours spent and the usual rates of VDS instruments.
VDS instruments will notify the Other Party of all additional costs in a timely manner before concluding the Agreement or provide information on the basis of which these costs can be passed on to the Other Party.
If VDS Instruments agrees on a fixed price or rate when concluding the Agreement, VDS Instruments is entitled to increase this, even if the price or rate was not originally given with reservation.

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If VDS Instruments intends to change the price or rate, it will inform the Other Party of this as soon as possible.
If the increase in the price or rate takes place within three months after the conclusion of the Agreement, the Other Party may terminate the Agreement by means of a written statement, unless:
1. the increase results from a power or an obligation imposed on VDS instruments under the law;
2. the increase is caused by an increase in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc. or on other grounds that could not reasonably have been foreseen when entering into the Agreement;
3. VDS Instruments is still prepared to implement the Agreement on the basis of what was originally agreed; or
4. it is stipulated that the execution will be carried out more than three months after the conclusion of the Agreement.

Payment

Payment is made by transfer to a bank account designated by VDS Instruments, unless otherwise agreed.
VDS Instruments will send an invoice for the amounts owed by the Other Party. The payment term for each invoice is 14 days after the date of the invoice in question, unless otherwise stated on the invoice or otherwise agreed.
Invoicing takes place weekly, unless otherwise agreed.
VDS Instruments and the Other Party may agree that payment will be made in installments in proportion to the progress of the work. If payment in installments has been agreed, the Other Party must pay in accordance with the installments and percentages as laid down in the Agreement.
Objections to the amount of the invoice do not suspend the payment obligation of the Other Party.
The Other Party is not entitled to deduct any amount from the amount due on account of a counterclaim made by it.
In the event of non-payment or late payment, the Other Party is legally in default without notice of default. The Other Party will then owe statutory commercial interest from the date on which payment became due until the day of full payment, whereby interest for part of the month is calculated over an entire month.
With regard to extrajudicial (collection) costs, VDS Instruments is entitled to compensation of 15% of the total outstanding principal amount with a minimum of €10% for each invoice that has not been paid in whole or in part.
In the event of bankruptcy, suspension of payments, liquidation, general seizure of assets, death or guardianship, the claims of VDS instruments and the obligations of the Other Party towards VDS instruments are immediately due and payable.
Any reasonable legal costs and execution costs incurred will also be borne by the Other Party.
Upon payment of the related invoice, the other party automatically agrees to the entire general terms and conditions.

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Retention of title

The ownership of the Products delivered by VDS to the Other Party will only be transferred to the Other Party if it has properly complied with everything and has paid what it owes under the Agreement.
The amount due also includes reimbursement of all costs and interest (including for previous and subsequent deliveries), as well as claims for damages due to failure to comply.
As long as the ownership of the delivered goods has not been transferred to the Other Party, the Other Party may not resell, pledge or otherwise encumber anything that falls under the retention of title, except in the normal course of its business.

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The Other Party must examine the delivered Product at the time of delivery, but in any case within 7 days after delivery, to determine whether the delivered Product complies with the Agreement, or at least meets the requirements that apply to it in normal trade.
The Other Party must examine the Service at the time of performance, but in any case within 7 days after performance, to determine whether the Service provided complies with the Agreement.
Visible defects and shortages must be reported in writing to VDS Instruments within 7 days after delivery of the Product. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous.
Complaints must be reported in writing to VDS Instruments within 7 days after performance of the Service.
Non-visible defects and shortages in a Product must be reported to VDS instruments within 7 days of discovery. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous.
The right to (partial) refund of the price, repair or replacement or compensation will lapse if defects are not reported within the specified period, unless a longer period arises from the nature of the Product and/or Service or from circumstances of the case. .

Guarantees

VDS Instruments guarantees that the delivered Products comply with the Agreement. VDS Instruments also guarantees that the delivered Products meet the usual requirements and standards that can reasonably be imposed on them and that the Products have those properties that are necessary for normal use, taking all circumstances into account.
VDS Instruments guarantees that the Services provided comply with the Agreement and are carried out with good workmanship and using sound materials.
The warranty stated in these General Terms and Conditions applies to use within and outside the Netherlands.

General Terms and Conditions 6

If the delivered Product has been produced by a third party, the warranty provided by this third party applies, unless stated otherwise.
If the delivered Product and/or the Service provided does not meet the warranty, VDS will replace or repair instruments free of charge within a reasonable period after the Other Party has notified this.
If the warranty period has expired, all costs for repair or replacement (including administration, shipping and call-out costs) will be borne by the Other Party.
Any form of warranty will lapse if a defect has arisen as a result of improper use or lack of care, or if it is the result of changes that the Other Party or third parties have made to the delivered goods. Nor is VDS Instruments liable for any damage caused as a result of these defects.
The warranty also lapses if the defect is caused by or is the result of circumstances over which VDS Instruments has no influence. These circumstances include weather conditions.

Delivery time

If a term has been agreed or specified for delivery, this term is only indicative and can never be regarded as a deadline, unless expressly agreed in writing.
VDS Instruments is not liable in the event of harmful consequences for the Other Party due to exceeding delivery times, unless there is intent or gross negligence on the part of VDS Instruments.
If VDS instruments requires data, materials or instructions from the Other Party that are necessary for delivery, the delivery time starts after the Other Party has provided these to VDS instruments.
With regard to the agreed delivery periods, VDS instruments are not legally in default after their expiry. A further written notice of default is required in each case, whereby VDS Instruments will be granted a period of at least 14 days to fulfill its obligations.
A notice of default is not required if delivery has become permanently impossible or it has otherwise become apparent that VDS Instruments will not fulfill its obligations under the Agreement. If VDS does not deliver instruments within this period, the Other Party has the right to terminate the Agreement in accordance with Article 265, Book 6 of the Dutch Civil Code.

Force majeure and unforeseen circumstances

A shortcoming cannot be attributed to VDS instruments or the Other Party, as the shortcoming is not due to its fault, nor is it its responsibility under the law, legal act or generally accepted views. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
In the General Terms and Conditions, force majeure is defined as, in addition to what is understood in that area in law and case law, all external causes, foreseen or unforeseen, over which VDS Instruments has no influence and as a result of which VDS Instruments is unable to fulfill its obligations. to fulfill.
Force majeure of VDS instruments in any case means:
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strikes;
traffic disruptions;
government measures that prevent VDS instruments from fulfilling their obligations in a timely or proper manner;
riots, riots, war;
traffic barriers;
lack of labor;
extreme weather conditions;
fire;
import, export and/or transit bans; and/or
any circumstance that impedes normal business operations as a result of which compliance with the Agreement by VDS Instruments cannot reasonably be expected by the Other Party.

Termination of agreement

The parties may terminate the Agreement at any time by mutual consent.
Parties can terminate the Agreement in writing with a notice period of 7 days.
Parties may terminate the Agreement in writing with immediate effect in the event of:
1. application by or grant of suspension of payments to the other party;
2. application for bankruptcy by or declaration of bankruptcy of the other party; or
3. liquidation of the other party or non-temporary cessation of the other party's business.
If the Agreement is dissolved, the claims of VDS instruments on the Other Party are immediately due and payable. If VDS Instruments suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement. VDS Instruments always reserves the right to claim damages.

Return of items made available

If VDS has made instruments available to the Other Party in the performance of the Agreement, the Other Party is obliged to return these goods in their original condition, free of defects and in full within 14 days. If the Other Party does not comply with this obligation, all resulting costs will be at its expense.
If the Other Party, for whatever reason, after a reminder to that effect, still fails to comply with the obligation referred to in paragraph 1 of this article, VDS Instruments has the right to charge the Other Party for the resulting damage and costs, including the costs of replacement. to tell.

Liability

VDS Instruments is only liable for direct damage caused by gross negligence or intent on the part of VDS Instruments, and not for more than the amount that the insurer pays out to VDS Instruments or up to a maximum of once the amount stated in the invoice.
Direct damage is exclusively understood to mean:

General Terms and Conditions 8

reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
reasonable costs incurred to ensure that the defective performance of VDS instruments complies with the Agreement, insofar as these can be attributed to VDS instruments; or
reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in the General Terms and Conditions.
VDS Instruments is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation, damage as a result of the provision of inadequate cooperation and/or information from the Other Party, damage due to non-binding information or advice given by VDS Instruments. the content of which does not expressly form part of the Agreement and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
VDS Instruments is never liable for errors in the material provided by the Other Party or for misunderstandings or errors with regard to the execution of the Agreement if these are due to actions of the Other Party, such as failure to do so on time or supplying complete, sound and clear data/materials.
VDS Instruments is never liable for errors if the Other Party has given approval at an earlier time or has been given the opportunity to carry out an inspection and has indicated that it has no need for such an inspection.
The limitations of liability laid down in this article are also stipulated for the benefit of the third parties engaged by VDS Instruments for the execution of the Agreement, and VDS Instruments is never liable for damage caused by shortcomings of these third parties engaged.
VDS Instruments is not liable for damage or destruction of documents during transport or during shipment by post, regardless of whether the transport or shipment is carried out by or on behalf of VDS Instruments, the Other Party or third parties.

confidentiality

Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information. The party that receives confidential information will only use it for the purpose for which it was provided.
If, on the basis of a legal provision or a court ruling, VDS Instruments is obliged to provide confidential information to third parties designated by the law or the competent court, and VDS Instruments cannot rely on a legal or competent authority in this regard. If the right of non-disclosure is recognized or permitted by a court, VDS Instruments is not obliged to pay compensation or indemnification and the Other Party is not entitled to terminate the Agreement on the basis of any damage caused as a result.
Without prejudice to the foregoing, VDS Instruments is entitled to include the name of the Other Party on a list of relations, which is published on the website or via other communications to third parties, unless otherwise agreed.

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Disclaimer

The Other Party indemnifies VDS Instruments to the extent permitted by law, with regard to liability towards one or more third parties, which has arisen from and/or is related to the performance of the Agreement, regardless of whether the damage was caused by VDS Instruments or by its auxiliary persons. )n(s), auxiliary items or delivered Products or Services has been caused or inflicted.
In addition, the Other Party indemnifies VDS instruments, to the extent permitted by law, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
The Other Party is always obliged to do everything in its power to limit the damage.

Intellectual property

All intellectual property rights to all products, materials, analyses, designs, sketches, software, documentation, advice, reports, (electronic) information and preparatory material thereof developed or made available in the context of the execution of the Agreement (collectively the “IP Material”), are owned exclusively by VDS instruments or its licensors.
The Other Party only obtains any rights and powers with regard to the IP Material that arise from the Agreement and/or that are expressly granted in writing.
The Other Party is not permitted to transfer any acquired right or authority with regard to the IP Material to third parties without the prior written permission of VDS Instruments.
The Other Party is not permitted to remove or change any indication regarding intellectual property rights such as copyrights, trademark rights or trade names from the IP Material, unless otherwise agreed.
VDS instruments are permitted to take technical measures to protect the IP Material. If VDS instruments have secured the IP Material by means of technical protection, the Other Party is not permitted to remove or circumvent this protection.
Any exploitation, duplication, use or disclosure by the Other Party of the IP Material that falls outside the scope of the Agreement or granted rights and powers is considered a violation of the intellectual property rights of VDS instruments.
For such a violation, the Other Party will pay an immediately due and payable fine of €150 per infringing act to VDS Instruments, which is not subject to judicial mitigation, without prejudice to the right of VDS Instruments to be compensated for its damage caused by the infringement or to take other legal measures. in order to bring the infringement to an end.
There will be no violation of intellectual property rights if the Other Party has received express written permission from VDS Instruments for exploitation, reproduction, use or disclosure of the IP Material that falls outside the scope of the Agreement or granted rights and powers.
All IP Material developed by VDS Instruments for the execution of the Agreement can be used by VDS Instruments for its own promotional purposes, unless otherwise agreed with the Other Party.

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Privacy

VDS Instruments respects the privacy of the Other Party. VDS Instruments handles and processes all personal data provided to it in accordance with applicable legislation, in particular the General Data Protection Regulation. The Other Party agrees to this processing. VDS uses appropriate security measures to protect the Other Party's personal data.
VDS Instruments only uses the Other Party's personal data in the context of the execution of the Agreement or the handling of a complaint.
For more information about privacy, please refer to the VDS instruments website.

Expiration period

Notwithstanding the statutory limitation periods, a limitation period of one year applies from the moment at which an event occurs that the Other Party can exercise rights and/or powers vis-à-vis VDS instruments and/or any third parties engaged by VDS instruments.

Handover

The Other Party is not permitted to transfer rights and obligations arising from the Agreement to third parties without having obtained written permission from VDS.
VDS Instruments is entitled to attach conditions to this permission.

Aftereffects

The provisions of the General Terms and Conditions and the Agreement, which are expressly or by their nature intended to remain in force after termination of this Agreement, will remain in force thereafter and will continue to bind both parties.

Other

Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
The administration of VDS instruments serves as proof of the requests made by the Other Party, unless evidence to the contrary is provided. The Other Party acknowledges that electronic communication can serve as evidence.
If and to the extent that any provision of the General Terms and Conditions and the Agreement is declared null and void or annulled, the other provisions of these General Terms and Conditions and the Agreement will remain in full force and effect. VDS Instruments will then establish a new provision to replace the void/nullified provision, whereby the scope of the void/nullified provision will be taken into account as much as possible.

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The place of performance of the Agreement is deemed to be the place where VDS Instruments is located.

Governing Law and Choice of Forum

All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, are governed in all respects by Dutch law.
All disputes between VDS instruments and the Other Party, which may arise as a result of an Agreement and/or the General Terms and Conditions, or of agreements resulting therefrom, will in the first instance be settled by the competent judge of the Amsterdam District Court.

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