Terms and Conditions

Article 1 General

These terms and conditions apply to every offer, quotation and agreement between us, hereinafter referred to as "Contractor", and a Client to which Contractor has declared these terms and conditions applicable, insofar as these terms and conditions* have not been expressly deviated from by the parties in writing.

*The present conditions also apply to actions of third parties engaged by the Contractor in the context of the/an assignment.

These general conditions are also written for the employees of Contractor and its management.
The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.

If one or more provisions of these general terms and conditions should at any time be void or nullified in whole or in part, the other provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Principal will then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.

If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place "in the spirit" of these provisions.

If a situation arises between the parties that is not governed by these general terms and conditions, this situation should be judged according to the spirit of these general terms and conditions.

If Contractor does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Contractor would to any extent lose the right to require strict compliance with the provisions of these conditions in other cases.

Article 2 Quotations, offers

All quotations and offers of the Contractor are without obligation, unless a deadline for acceptance is set in the offer. If no acceptance period is set, the offer always expires after 30 days.

Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and handling costs, unless otherwise indicated.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Contractor shall not be bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless Provider indicates otherwise.

A composite quotation does not oblige Contractor to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration, performance deadlines, transfer of risk, performance and modification of agreement, price increase

The agreement between the Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never be a deadline. If a deadline is exceeded, the Principal must therefore give the Contractor written notice of default. Octrooibureau Novopatent must be offered a reasonable period in which to perform the Agreement as yet.

The Contractor shall perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the then known state of science.

The Contractor is entitled to have certain work performed by third parties. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is expressly excluded.

If work is performed by the Contractor or third parties engaged by the Contractor in the context of the assignment at the Client's location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.

Contractor is entitled to execute the agreement in several phases and invoice the part thus executed separately.

If the Agreement is performed in phases, the Contractor may suspend the performance of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.

The Client shall ensure that all data, which the Contractor indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, shall be provided to the Contractor in a timely manner. If the data required for the performance of the Agreement are not provided to the Contractor in time, the Contractor shall be entitled to suspend the performance of the Agreement and / or to charge the Principal the additional costs resulting from the delay in accordance with the then customary rates. The execution period shall not commence until after the Principal has made the information available to the Contractor. Octrooibureau Novopatent shall not be liable for any loss or damage, of whatever nature, resulting from the fact that Octrooibureau Novopatent has relied on incorrect and/or incomplete information provided by the Client.

If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will timely and in mutual consultation proceed to adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client, the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and / or quantitative respect, this may have consequences for what was originally agreed. This may also increase or decrease the amount originally agreed upon. The Contractor will, as far as possible, provide a price quotation in advance. An amendment to the Agreement may also change the originally specified period of performance. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.

If the agreement is amended, including a supplement, Octrooibureau Novopatent shall be entitled to execute the agreement only after the person authorized within Octrooibureau Novopatent has given his approval and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined for the execution. Failure to execute or not immediately execute the amended agreement shall not constitute a breach of contract on the part of Octrooibureau Novopatent and shall not constitute grounds for the Client to terminate or cancel the agreement.

Without being in default, the Contractor may refuse a request to amend the Agreement if this could have qualitative and / or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
If the Client should default in the proper fulfillment of what he is obligated to do towards the Contractor, then the Client shall be liable for all losses on the part of the Contractor caused directly or indirectly as a result.

If the Contractor agrees with the Client on a fixed fee or fixed price, the Contractor shall nevertheless be entitled at all times to increase this fee or price without the Client in that case being entitled to dissolve the Agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable at the time the Agreement was concluded.

If the price increase other than as a result of an amendment to the agreement is more than 10% and takes place within three months of the conclusion of the agreement, then only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code shall be entitled to dissolve the agreement by means of a written statement, unless the Contractor is then still willing to perform the agreement based on the originally agreed amount;
if the price increase results from a power or obligation incumbent on the Contractor under the law;
if it is stipulated that delivery will take place more than three months after the conclusion of the agreement;
or, upon delivery of an item, if it is stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if the Principal does not fulfill the obligations under the Agreement, does not fulfill them in full or in a timely manner, after the conclusion of the Agreement Contractor learns of circumstances that give good reason to fear that the Principal will not fulfill the obligations, if, when the Agreement was concluded, the Client was asked to provide security for the fulfilment of his obligations under the Agreement and this security is not provided or is insufficient or if, due to a delay on the part of the Client, the Contractor can no longer be required to fulfil the Agreement on the terms originally agreed.

Furthermore, the Contractor is authorized to dissolve the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of the Contractor.

If the agreement is dissolved, Contractor's claims against Principal are immediately due and payable. If Contractor suspends the fulfillment of the obligations, he retains his claims under the law and agreement.
If the Contractor proceeds with suspension or dissolution, he shall in no way be liable for compensation for damages and costs incurred in any way.

If the dissolution is attributable to the Client, Contractor shall be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the Client fails to fulfill his obligations arising from the agreement and this failure to fulfill his obligations justifies dissolution, then the Contractor is entitled to dissolve the agreement immediately and with immediate effect, without any obligation on his part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification for breach of contract.
If the Agreement is terminated prematurely by Octrooibureau Novopatent, Octrooibureau Novopatent shall, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for Provider, these will be charged to the Principal. The Client shall be obliged to pay these costs within the period stated for this purpose, unless the Contractor indicates otherwise.

In case of liquidation, of (application for) suspension of payments or bankruptcy, of seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer dispose freely of his assets, the Contractor will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification.

The Contractor's claims against the Client shall in such case be immediately due and payable.

If the Client cancels a placed order in whole or in part, the work that was performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for performance of the agreement, will be charged in full to the Client.

Article 5 Force Majeure

The Contractor is not obliged to fulfill any obligation to the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted practice.

In these general terms and conditions, force majeure means, in addition to its definition in law and case law, all external causes, foreseen or unforeseen, over which Octrooibureau Novopatent cannot exercise any control, but which prevent Octrooibureau Novopatent from fulfilling its obligations. This includes strikes in the company of Contractor or third parties. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Contractor should have fulfilled its obligation.

Contractor may suspend the obligations under the contract during the period of force majeure. If this period lasts longer than [object Object], then each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

Insofar as the Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of Force Majeure or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, the Contractor is entitled to invoice the fulfilled or to be fulfilled part separately. The Principal shall be obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment shall always be made within [Object Object] of the invoice date, in a manner to be specified by Contractor in the currency in which invoicing took place, unless otherwise specified in writing by Contractor.

Contractor is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe statutory interest. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.

Octrooibureau Novopatent shall be entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. The Contractor may, without thereby being in default, refuse an offer of payment if the Principal designates a different order for the allocation of payment. Provider can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and collection costs.

The Principal shall never be entitled to set off any amount owed by it to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The Principal who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 7 Retention of title

Anything delivered by Contractor under the agreement remains the property of Contractor until Client has properly fulfilled all obligations under the agreement(s) concluded with Contractor.

Anything delivered by the Contractor that is subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Principal is not authorized to pledge or encumber in any other way anything subject to retention of title.

The Client must always do everything that can reasonably be expected of him to secure the Contractor's property rights.

If third parties seize goods delivered under retention of title or wish to establish or assert rights to them, Principal shall be obliged to inform Contractor thereof immediately. The Principal further undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by Contractor on demand. In the event of any insurance payment, Octrooibureau Novopatent shall be entitled to such monies. Insofar as necessary, the Principal undertakes vis-à-vis Octrooibureau Novopatent to lend its cooperation in everything that might (prove to) be necessary or desirable in that context.

In the event that Contractor wishes to exercise his property rights indicated in this article, Principal gives unconditional and irrevocable permission in advance to Contractor and third parties to be appointed by Contractor to enter all those places where Contractor's property is located and to take it back.

Article 8 Warranties, investigations and complaints, limitation period

The goods to be delivered by Contractor meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Principal must verify for himself whether the goods are suitable for use there and meet the relevant conditions. The Contractor may in that case set other warranty and other conditions with respect to the goods to be delivered or work to be performed.

The guarantee mentioned in paragraph 1 of this article applies for a period of [object Object Object] after delivery, unless the nature of the delivered good results otherwise or the parties have agreed otherwise. If the guarantee provided by Contractor concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good for it, unless otherwise stated.

Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof or use after the expiration date, improper storage or maintenance thereof by the Client and / or by third parties when, without the written consent of the Contractor, the Client or third parties have made changes to the case or have tried to make changes to it, have attached to it other items that should not have been attached to it or if they have been processed or treated in a manner other than prescribed.

Nor is the Client entitled to any warranty if the defect was caused by or is the result of circumstances beyond the control of the Contractor, including weather conditions (such as, for example, but not limited to, extreme rainfall or temperatures) et cetera.

The Principal shall be obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to him or the work in question has been carried out respectively. In so doing, Principal shall examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements agreed upon by the parties in this respect. Any visible defects must be reported to Contractor in writing within [Object Object] after delivery. Any non-visible defects must be reported to Octrooibureau Novopatent in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain as detailed a description of the defect as possible, so that Provider is able to respond adequately. The Principal must give the Contractor the opportunity to investigate a complaint (or have it investigated).

If the Principal complains in time, this does not suspend his payment obligation. The Client shall in that case also remain obliged to take delivery of and pay for the other items ordered and what he has instructed Contractor to do.
If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.

If it has been established that a good is defective and a complaint in this respect has been submitted in time, Octrooibureau Novopatent will, at Octrooibureau Novopatent's discretion, replace the defective good within a reasonable period of time after receiving it back or, if returning the good is not reasonably possible, will provide written notification of the defect from the Principal, or will take care of repairing it or will pay compensation to the Principal for it. In the event of replacement, Principal shall be obliged to return the replaced item to Contractor and transfer ownership thereof to Contractor, unless Contractor indicates otherwise.

If it is established that a complaint is unfounded, then the costs incurred as a result, including the research costs, incurred on the part of Contractor as a result will be borne in full by Principal.

After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Client.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Contractor and the third parties involved by Contractor in the performance of a contract is [object Object].

Article 9 Liability

Should Contractor be liable, such liability shall be limited to what is regulated in this provision.

The Contractor is not liable for damages of any kind that arise because the Contractor relied on inaccurate and/or incomplete information provided by or on behalf of the Client.

If Contractor should be liable for any damage, Contractor's liability is limited to a maximum of once the invoice value of the order, at least to that part of the order to which the liability relates.
The Contractor's liability shall in any event always be limited to the amount paid by its insurer in the case in question.

The Contractor shall only be liable for direct damages.

Direct damage is understood to mean exclusively the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor's faulty performance comply with the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions. Octrooibureau Novopatent shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.

The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his managerial subordinates.

Article 10 Indemnification

The Principal shall indemnify the Contractor against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Contractor. If Octrooibureau Novopatent should be sued by third parties for this reason, the Principal is obliged to assist Octrooibureau Novopatent both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Principal fail to take adequate measures, Octrooibureau Novopatent shall be entitled, without notice of default, to take such measures itself. All costs and losses incurred on the part of Octrooibureau Novopatent and third parties as a result shall be borne in full by the Principal.

Article 11 Intellectual property

Provider reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. Provider has the right to use the knowledge gained by the execution of an agreement on his side for other purposes as well, to the extent that no strictly confidential information of the Client is brought to the knowledge of third parties.

Article 12 Applicable law and disputes

All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

The court in the place of business of Provider has exclusive jurisdiction to take cognizance of disputes, unless otherwise prescribed by mandatory law. Nevertheless, the Contractor is entitled to submit the dispute to the court with jurisdiction under the law.

The parties will only resort to the courts after making every effort to settle a dispute by mutual agreement.

Article 13 Location and modification of general terms and conditions

These conditions are filed with the Chamber of Commerce .

Applicable is always the last filed version or, as the case may be, the version valid at the time the legal relationship with Contractor was established.

The Dutch text of the general terms and conditions is always decisive for their interpretation.