General Terms and Conditions
General Terms and Conditions Article 1. General
1.These Terms and Conditions apply to every offer, quote and Agreement between SPEQ Innovations, hereinafter referred to as: “SPEQ Innovations”, and a Counterparty to whom SPEQ Innovations has declared these Terms and Conditions applicable, insofar as the Parties have not expressly deviated from these Terms and Conditions in writing.
2.These Terms and Conditions also apply to agreements with SPEQ Innovations, for the performance of which third parties must be engaged by SPEQ Innovations.
3.These General Terms and Conditions were also written for the employees of SPEQ Innovations as well as its directors.
4.The applicability of any Terms and Conditions of Purchase or otherwise of the Counterparty is explicitly rejected.
5.If one or more provisions of these General Terms and Conditions are wholly or partially void or should they be voided, the remaining provisions in these General Terms and Conditions will continue to apply in full. SPEQ Innovations and the Counterparty will at such a time consult for the purpose of agreeing on new provisions to replace the void or voided provisions, while taking into consideration the purpose and the scope of the original provisions as much as possible.
6.If there is any ambiguity regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation must be 'in the spirit' of these provisions.
7.If a situation arises between the Parties that is not covered by these General Terms and Conditions, the situation must be assessed in the spirit of these General Terms and Conditions.
8.If SPEQ Innovations does not require strict compliance with these Terms and Conditions, this does not mean that the provisions thereof are not applicable or that SPEQ Innovations would to any degree lose the right to demand strict compliance with the provisions of these Terms and Conditions in other cases.
Article 2 Quotes and Offers
1 All quotes and offers by SPEQ Innovations are without obligation, unless a term for acceptance has been set in the quote. A quote or offer will expire if the product to which the quote or offer relates has become unavailable in the meantime.
2 SPEQ Innovations cannot be held to its quotes or offers if the Counterparty might reasonably understand that the quotes or offers, or any part thereof, contain a manifest error or typographical error.
3 The prices stated in a quote or offer are inclusive of VAT and other government charges as well as any costs to be incurred in the context of the Agreement, including travel, accommodation, shipping and administrative charges, unless otherwise indicated.
4 If the acceptance differs (whether or not on minor points) from what has been stated in the quote or offer, SPEQ Innovations will not be bound by it. The Agreement will in that case not be concluded in accordance with this deviating acceptance, unless SPEQ Innovations indicates otherwise.
5 A composite price list will not oblige SPEQ Innovations to carry out part of the Contract against a corresponding part of the specified price. Offers or quotes will not automatically apply to future orders.
Article 3 Term of the Contract; Terms of Supply, Performance and Modifications of the Agreement; Price Increases
1.The Agreement between SPEQ Innovations and the Counterparty is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or if the Parties agree otherwise expressly and in writing.
2.If a term has been agreed or set for the completion of certain activities or for the delivery of certain Goods, such will never constitute a deadline. If a term is exceeded, the Counterparty must provide SPEQ Innovations with a notice of default in writing. SPEQ Innovations must in such cases be granted a reasonable term to allow it to perform the Agreement.
3.SPEQ Innovations has the right to have certain work activities performed by third parties.
4.SPEQ Innovations is entitled to perform the Agreement in various phases and to invoice the phases performed separately.
5.If the Agreement is performed in phases, SPEQ Innovations may suspend the performance of those parts that belong to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.
6.If SPEQ Innovations needs information from the Counterparty to perform the Agreement, the performance term will not commence until after the Counterparty has provided SPEQ Innovations with such information correctly and in full.
7.If, during the performance of the Agreement, it becomes apparent that for proper performance of the Agreement it is necessary to modify or supplement the Agreement, the Parties will amend the Agreement in a timely manner and by mutual agreement. If the nature, size or content of the Agreement, whether or not at the request or instruction of the Counterparty, the competent authorities, etc., is modified and the Agreement is thus modified qualitatively and/or quantitatively, this may affect what was originally agreed. As a result, the originally agreed price may be increased or decreased. SPEQ Innovations will provide a quote for this in advance as much as possible. Modification of the Agreement may also change the original term of performance. The Counterparty accepts the possibility that the Agreement can be modified and that this may include a change in the price and the term of performance.
8.If the Agreement is modified, which may include supplements, SPEQ Innovations shall be entitled to perform the modification after approval has been given by the person authorised within SPEQ Innovations and the Counterparty has agreed to the price and other terms, including the subsequently determined time when these will be performed. Not (immediately) performing the modified Agreement does not give rise to any breach of contract by SPEQ Innovations and does not constitute grounds for the Counterparty to terminate the Agreement.
9.Without this constituting default, SPEQ Innovations may refuse a request for modification of the Agreement if this could have qualitative and/or quantitative consequences, such as for the work to be carried out or Goods to be supplied in this respect. - If the price increase is the result of a modification to the Agreement; - if the price increase results from a right to which SPEQ Innovations is entitled or an obligation incumbent on SPEQ Innovations under the law; - In other cases, and on the understanding that the Counterparty not acting in the exercise of a profession or business is entitled to dissolve the Agreement by means of a written statement if the price increase exceeds 10% and takes place within three months after the conclusion of the Agreement, unless SPEQ Innovations is still willing to perform the Agreement on the basis of what was originally agreed, or if it is stipulated that the delivery will take place more than three months after the purchase.
Article 4 Suspension, Dissolution and Premature Termination of the Agreement
1.SPEQ Innovations is entitled to suspend the fulfilment of obligations or to dissolve the Agreement immediately and with immediate effect, if: - the Counterparty does not, not fully or not timely meet its obligations under the Agreement; - after the conclusion of the Agreement, circumstances come to the attention of SPEQ Innovations that give good reason to fear that the Counterparty will not meet its obligations; - the Counterparty has been requested, at the conclusion of the Agreement, to provide security for the fulfilment of its obligations under the Agreement and this security is lacking or insufficient; - If due to the delay by the Counterparty, SPEQ Innovations can no longer be required to fulfil the Agreement against the originally agreed Terms and Conditions, SPEQ Innovations will be entitled to dissolve the Agreement. - if circumstances arise that are of such a nature that compliance with the Agreement becomes impossible, or that unchanged continuation of the Agreement cannot reasonably be required of SPEQ Innovations.
2.If the dissolution is attributable to the Counterparty, SPEQ Innovations will be entitled to compensation for damages, including costs, resulting directly and indirectly from the dissolution.
3.Upon dissolution of the Agreement the claims of SPEQ Innovations on the Counterparty become immediately due. If SPEQ Innovations suspends fulfilment of its obligations, it shall retain its rights under the law and the Agreement.
4.If, on the grounds stated in this article, SPEQ Innovations resorts to suspension or dissolution, it shall in no way be liable for compensation for damages and costs resulting in any way therefrom, or for restitution; however, the Counterparty may, in the case of default, owe compensation for damages or restitution.
5.If the Agreement is prematurely terminated by SPEQ Innovations, it will, in consultation with the Counterparty, arrange for the transfer of any outstanding work to third parties. This shall be the case unless the termination is attributable to the Counterparty. Unless the premature termination is attributable to SPEQ Innovations, the cost of transfer will be charged to the Counterparty. SPEQ Innovations will notify the Counterparty of the amount of this cost in advance to the extent possible. The Counterparty is obliged to cover this cost within the specified time, unless SPEQ Innovations indicates otherwise.
6.If the Counterparty cancels an order placed in full or in part, the Goods already ordered or prepared, together with any supply, removal and delivery costs thereof and the labour hours reserved for performance of the Agreement, will be fully charged to the Counterparty.
Article 5 Force Majeure
1.SPEQ Innovations is not required to fulfil any obligation toward the Counterparty if it is hindered in doing so as a result of a circumstance that is not due to debt, and is not attributable to it pursuant to the law, a legal action or generally accepted assumptions.
2.In addition to the meaning ascribed to it in law and jurisprudence, force majeure is understood in these General Terms and Conditions to include all external causes, foreseen or unforeseen, over which SPEQ Innovations cannot exercise any influence but due to which SPEQ Innovations is not able to meet its obligations. SPEQ Innovations also has the right to rely on force majeure if the circumstance that impedes (further) fulfilment of the Agreement occurs after SPEQ Innovations should have fulfilled its commitment.
3.SPEQ Innovations may suspend all obligations under this contract during the period of force majeure. If this period continues for longer than one month, either of the Parties will be entitled to dissolve the Agreement without any obligation to pay compensation for any loss suffered by the other Party.
4.If, at the time of the occurrence of force majeure, SPEQ Innovations has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, SPEQ Innovations will be entitled to invoice the part already fulfilled or to be fulfilled separately. The Counterparty will be required to satisfy this invoice as if there were a separate Agreement.
Article 6 Payment and Collection Fees
1.Payment must always be made within 30 days of the invoice date, in a manner to be specified by SPEQ Innovations in the currency in which it has been invoiced, unless otherwise specified in writing by SPEQ Innovations. SPEQ Innovations is entitled to invoice periodically.
2.If the Counterparty fails in the timely payment of an invoice, the Counterparty will automatically be in default. The Counterparty will then owe interest. In case of a consumer purchase, such interest rate will be equal to the statutory interest rate. In other cases, the Counterparty will owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest is owed. The interest on the amount due will be calculated from the moment the Counterparty is in default until the moment when complete amount owed is settled.
3.SPEQ Innovations has the right to first deduct costs, then accrued interest and finally the principal amount and current interest from payments made by the Counterparty.
4.SPEQ Innovations may, without being in default because of it, refuse a payment offer, if the Counterparty assigns a different sequence for the allocation of the payment. SPEQ Innovations may refuse full settlement of the principal amount, if the accrued interest, current interest and collection fees are not paid as well.
5.Objections to the amount invoiced do not suspend the payment obligation.
6.If the Counterparty is in default or fails in the (timely) fulfilment of its obligations, all reasonable costs for obtaining satisfaction outside of Court will be borne by the Counterparty. Any extrajudicial costs will be calculated on the basis of common practice within Dutch debt collection, which currently comprises the calculation method according to the Voorwerk II report. However, should SPEQ Innovations have incurred higher costs for debt collection which were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Counterparty. The Counterparty will also owe interest on the collection fees due.
Article 7 Retention of Title
1.All Goods delivered by SPEQ Innovations pursuant to the Agreement will remain the property of SPEQ Innovations until the Counterparty has properly met all obligations under the Agreement(s) concluded with SPEQ Innovations.
2.Goods delivered by SPEQ Innovations which fall under the retention of title as a result of paragraph 1 may not be resold and may never be used as a means of payment. The Counterparty is not authorised to pledge these Goods or encumber them in any other way.
3.If third parties seize the Goods delivered under retention of title, the Counterparty will be obliged to advise SPEQ Innovations of this immediately.
4.The Counterparty commits to insuring and to keeping insured the Goods delivered under retention of title against fire, explosion and water damage as well as theft, and must provide SPEQ Innovations with the policy of this insurance for inspection at SPEQ Innovation's first request. In case of any payments under the insurance, SPEQ Innovations will be entitled to these payments.
5.In the event that SPEQ Innovations wishes to exercise its proprietary rights as referred to in this Article, the Counterparty grants in advance unconditional and non-revocable permission to SPEQ Innovations and to third parties designated by SPEQ Innovations to enter all of those places where the property of SPEQ Innovations is located and to retrieve those Goods.
Article 8 Warranties, Examinations and Complaints
1.The Goods to be delivered by SPEQ Innovations comply with the usual requirements and standards that can be reasonably set for them at the time of delivery and for which they are intended under normal use. The warranty referred to in this Article applies to Goods intended for use within and outside of the Netherlands. For use outside of the Netherlands, the Counterparty must verify whether the Goods are suitable for use at that locality and whether they comply with the conditions imposed upon it. In such a case, SPEQ Innovations may establish different warranty and other terms and conditions with respect to the Goods to be supplied or work to be performed.
2.The warranty referred to in paragraph 1 of this Article is valid for a period of six months after delivery, unless otherwise pursuant to the nature of the Goods supplied or otherwise agreed between the Parties. If the warranty extended by SPEQ Innovations pertains to a Good produced by a third party, the warranty will be limited to that which was extended by the manufacturer of the Good unless stated otherwise. After the end of the warranty period, all costs for repair or replacement, including administrative, shipping and call-out costs, will be charged to the Counterparty.
3.Any form of warranty will lapse if a defect has arisen as a result of or deriving from incompetent or improper use thereof, improper storage or maintenance thereof by the Counterparty and/or by third parties if the Counterparty or third parties have made or attempted to make changes to the Good without the written consent of SPEQ Innovations. The Counterparty will also have no claim to any warranty if the defect is caused by or results from circumstances that SPEQ Innovations cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
4.The Counterparty is obliged to examine the delivered Goods (or have them examined) immediately at the time when the Goods are made available to it. In addition, the Counterparty must examine whether the quality and/or quantity of the Goods delivered corresponds with what has been agreed and meets the requirements agreed upon by the Parties in this regard. Any defects must be reported to SPEQ Innovations in writing and/or by telephone within two months of discovery. The report must include as detailed a description of the defect as possible to enable SPEQ Innovations to provide adequate response. The Counterparty must give SPEQ Innovations the opportunity to investigate a complaint (or to have it investigated).
5.The Counterparty making a timely complaint does not suspend its payment obligation. In such a case, the Counterparty will also remain obliged to purchase and pay for the other Goods ordered, unless these have no independent value.
6.If a defect is reported later, the Counterparty will not be entitled to repair, replacement or compensation, unless the nature of the Good or the other circumstances of the case result in a longer term.
7.If it has been established that a Good is defective and a claim is made in a timely manner, SPEQ Innovations will, within a reasonable term after return thereof or, if return is not reasonably possible, after written notice regarding the defect by the Counterparty, replace or arrange for repair thereof or provide substitute compensation to the Counterparty, at the discretion of SPEQ Innovations. In the event of a replacement, the Counterparty is obliged to return the replaced Good to SPEQ Innovations and to provide the ownership thereof to SPEQ Innovations, unless SPEQ Innovations indicates otherwise.
8.If it is established that a complaint is unfounded, the investigation costs incurred by SPEQ Innovations will be borne in full by the Counterparty.
Article 9 Liability
1.If SPEQ Innovations is liable, this liability will be limited to what has been determined in this provision.
2.SPEQ Innovations is not liable for any damage whatsoever due to SPEQ Innovations relying on incorrect and/or incomplete information provided by or on behalf of the Counterparty.
3.SPEQ Innovations is only liable for direct damage.
4.Direct damage is exclusively understood to mean: - the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions; - any reasonable costs incurred to allow the defective performance of SPEQ Innovations to comply with the Agreement, insofar as these can be attributed to SPEQ Innovations; - reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to the limitation of direct damage as referred to in these General Terms and Conditions.
5.SPEQ Innovations will never be liable for indirect damage, including consequential loss, loss of profits, lost savings and damage due to business or other stagnation. In case of a consumer purchase this restriction will not extend beyond those that are permitted under Article 7:24 paragraph 2 of the Dutch civil code.
6.If SPEQ Innovations should be liable for any damage, its liability will be limited to the maximum of the invoice value of the order, at least up to that part of the order concerning the liability.
7.The liability of SPEQ Innovations will in any case be limited to the amount of the payment by its insurer, where applicable.
8. The limitations included in this article will not apply if the damage is attributable to intent or gross negligence of SPEQ Innovations or its managerial subordinates.
Article 10 Limitation Period
1.By way of derogation from the statutory limitation periods, the limitation period of all claims and defences against SPEQ Innovations and third parties engaged by SPEQ Innovations for the performance of an Agreement will be one year.
2.The provisions of paragraph 1 will not apply to legal proceedings and defences based on facts that would justify the position that the delivered Good does not comply with the Agreement. Such claims and defences will expire two years after the Counterparty has notified SPEQ Innovations of such non-conformity.
Article 11 Risk Transfer
1. The risks of loss, damage or value impairment will transfer to the Counterparty at the time when the Goods come under control of the Counterparty.
Article 12 – Indemnification
1.The Counterparty indemnifies SPEQ Innovations against any claims from third parties who suffer damage pertaining to the performance of the Agreement, and the cause of which is attributable to Parties other than SPEQ Innovations.
2.If SPEQ Innovations should be subject to claims by third parties, the Counterparty will be obliged to assist SPEQ Innovations both inside and outside of Court and to immediately carry out all that can reasonably be expected of it in such a case. If the Counterparty fails to take adequate measures, SPEQ Innovations will be entitled, without notice of default, to do so themselves. All costs and damages on the part of SPEQ Innovations and third parties caused as a result will be fully at the expense and risk of the Counterparty.
Article 13 Applicable Law and Dispute Resolution
1.All legal relationships in which SPEQ Innovations is a Party will be governed solely by Dutch law, even if a commitment is fulfilled in whole or in part abroad or if the Party involved in the legal relationship is domiciled there. Applicability of the Vienna Sales Convention is excluded.
2.The Parties will first appeal to the Court after attempting to resolve a dispute through mutual agreement.
3. The European Commission offers a platform for online dispute resolution for consumers, which can be found at http://ec.europa.eu/consumers/odr/.
Article 14 Location and Amendment of the Terms and Conditions
1.These General Terms and Conditions have been filed with the Chamber of Commerce in...
2.The most recently filed version or the version that applied at the time of creation of the legal relationship with SPEQ Innovations will apply at all times.
3.In the event of conflicting interpretations, the Dutch version of the General Terms and Conditions will prevail at all times.