General terms and conditions IQP Europe B.V.

 

Article 1 General

  1. These terms and conditions shall apply to every offer, quotation and contract between IQP Europe B.V. and the Client to which IQP Europe B.V. has declared these terms and conditions applicable.
  2. These terms and conditions shall also apply to contracts with IQP Europe B.V. for the performance of which third parties need to be engaged.
  3. Deviations from these terms and conditions are only valid if expressly agreed in writing in advance.
  4. The applicability of any purchase or other conditions of the Customer is expressly rejected.
  5. These general terms and conditions also apply to additional assignments and follow-up assignments.
  6. Should one or more provisions of these general terms and conditions at any time be void or voidable in whole or in part, the remaining provisions of these general terms and conditions shall remain in full force and effect. IQP Europe B.V. and the Customer shall then consult with each other with a view to agreeing new provisions to replace the void or voided provisions, taking into account, if and to the extent possible, the purpose and meaning of the original provisions.
  7. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be assessed in the spirit of these general terms and conditions.

 

Article 2 Quotations and offers

  1. All quotations and offers of IQP Europe B.V. are without obligation unless expressly stated otherwise in writing. IQP Europe B.V. is never obliged to accept and/or carry out orders from the Customer. IQP Europe B.V. is entitled to charge the costs of comprehensive quotations to the Customer.
  2. IQP Europe B.V. cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
  3. The prices mentioned in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred within the scope of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
  4. The contract shall only come into effect either by the acceptance by the Client of IQP Europe B.V.’s quotation within the stated period or by IQP Europe B.V.’s written confirmation of an order and/or quotation from the Client.
  5. A composite quotation shall not oblige IQP Europe B.V. to carry out part of the order at a corresponding part of the quoted price.
  6. Quotations and offers do not automatically apply to future orders.

 

Article 3 Execution of the Agreement

  1. IQP Europe B.V. undertakes to perform the Contract to the best of its knowledge and ability in accordance with the applicable professional standards and in accordance with the instructions of the Client. If and to the extent a proper performance of the Contract would reasonably require this, IQP Europe B.V. shall be entitled to have certain work carried out by third parties.

 

  1. The Client shall ensure that all data, which IQP Europe B.V. indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Agreement, are provided to IQP Europe B.V. in good time. If the data required for the execution of the contract are not provided to IQP Europe B.V. on time, IQP Europe B.V. shall be entitled to suspend the execution of the contract and/or charge the additional costs arising from the delay to the Client according to the usual rates.
  2. If it is agreed that the contract will be carried out in stages, IQP Europe B.V. may suspend the execution of those parts which belong to a subsequent stage until the Customer has approved the results of the preceding stage in writing.
  3. The Client is obliged to check the services delivered by IQP Europe B.V. within two weeks for inaccuracies and negligence, failing which they shall be deemed to be in accordance with the Contract.
  4. Unless otherwise agreed, IQP Europe B.V. is at all times entitled to charge the Client for additional work and/or extra work, including but not limited to a revision and/or modification of the order delivered.
  5. All deadlines mentioned and/or agreed by IQP Europe B.V. have been set to the best of its knowledge and are never strict deadlines. The mere exceeding of a stated or agreed (delivery) date shall therefore not cause IQP Europe B.V. to be in default. Default only commences after a written and detailed notice of default, in which IQP Europe B.V. is given a period of two weeks to remedy.

 

Article 4 Amendment of Contract

  1. If during the performance of the Contract it appears that for a proper performance it is necessary to amend or supplement the Contract, the parties shall in good time and in mutual consultation amend the Contract accordingly. If as a result of changed circumstances with the Client the order is amended, postponed or withdrawn, IQP Europe B.V. shall still be entitled to payment for the work already carried out.
  2. If the parties agree that the Contract will be amended or supplemented, the time of completion of the execution may be affected by this and IQP Europe B.V. will inform the Client of this as soon as possible.
  3. If the amendment or supplement to the Contract will have financial and/or qualitative consequences, IQP Europe B.V. shall inform the Client thereof in advance.

 

Article 5 Duration and termination of the Contract

  1. The contract between IQP Europe B.V. and the Client is entered into for an indefinite period of time unless the nature of the contract dictates otherwise or the parties expressly agree otherwise in writing.
  2. If the contract is terminated prematurely by either party, the Client shall pay for all work performed by IQP Europe B.V. in the prescribed manner. The preliminary results of the work carried out up to that point shall therefore be made available to the Client subject to reservation.
  3. If the contract is terminated prematurely by the Client, he shall be obliged to compensate all damage suffered by IQP Europe B.V. as a result.
  4. If the contract is terminated prematurely by IQP Europe B.V., IQP Europe B.V. shall, in consultation with the Client, arrange for the transfer of work still to be carried out to third parties, unless facts and circumstances underlying the termination are attributable to the Client.
  5. If the transfer of the work involves extra costs for IQP Europe B.V., these will be charged to the Client.

 

 

 

Article 6 Payment

  1. IQP Europe B.V. is entitled to invoice periodically. Hours worked and costs incurred will be charged to the Client monthly in arrears.
  2. Unless otherwise stated payment shall be made within 30 days of the invoice date to the bank account stated on the invoice without any right to discount and/or set off.
  3. If the due date of the invoice has passed, the Client shall be in default without further notice of default and shall owe statutory interest on the outstanding amount from that time.
  4. If the Client fails to pay the invoice, IQP Europe B.V. is entitled to assign the claim (or have it assigned to it), in which case the Client shall also be liable for full compensation of judicial and extrajudicial costs, including all costs calculated by external experts in addition to the costs established in court, in connection with the collection of this claim or the exercise of justice otherwise. IQP Europe B.V. is entitled to fix the amount of the judicial and extrajudicial costs at 15% of the total amount.
  5. IQP Europe B.V. is entitled to suspend its activities if the client leaves invoices unpaid after the expiry of a payment term and to immediately invoice all work carried out for which the payment term has not yet expired and to apply a payment term of one day. IQP Europe B.V. is at all times entitled to request (additional) security or advance payments for its work.
  6. In the event of the Client’s liquidation, bankruptcy, attachment or suspension of payments IQP Europe B.V.’s claims against the Client shall become immediately due and payable.

 

Article 7 Liability and indemnity

  1. IQP Europe B.V.’s liability shall be limited exclusively to direct damage and IQP Europe B.V. shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
  2. IQP Europe B.V.’s total liability under the Contract shall be limited to a maximum of the amount IQP Europe B.V. has charged or would charge the Client for the work under the Contract.
  3. The Client shall indemnify IQP Europe B.V. against any third party claims arising in any way out of or in connection with the Contract.

 

Article 8 Force Majeure

  1. The parties shall not be obliged to fulfill any obligation under the Contract if they are prevented from doing so as a result of force majeure.
  2. In these general terms and conditions force majeure also means a shortcoming of IQP Europe B.V.’s staff, suppliers and/or auxiliary persons.
  3. IQP Europe B.V. shall also be entitled to invoke force majeure if the circumstance preventing (further) performance arises after IQP Europe B.V. should have fulfilled its obligations.
  4. If the period of force majeure lasts longer than two months, either party shall be entitled to dissolve the Agreement terminate the Agreement, without any obligation to compensate the other party for damages.
  5. To the extent IQP Europe B.V. at the time of the occurrence of force majeure has already partially fulfilled its obligations under the contract or will be able to fulfil them and the fulfilled or still to be fulfilled part has independent value, IQP Europe B.V. is entitled to invoice the fulfilled or still to be fulfilled part separately.

 

Article 9 Confidentiality

  1. Both parties are obliged to keep strictly confidential all confidential information which they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information. This confidentiality also extends beyond the termination of the Agreement.
  2. If, by virtue of the law or a court ruling IQP Europe B.V. and/or the Client is obliged to disclose confidential information, the parties are obliged to keep the confidential information to be disclosed to a minimum and they are mutually not obliged to pay damages and/or are entitled to terminate the Contract.

 

Article 10 Choice of law and dispute resolution

  1. All legal relationships to which IQP Europe B.V. is a party are exclusively governed by Belgian law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IQP Europe B.V.

Oude Gentweg 6
8000 Brugge

phone +32 470614372

www.iqp.eu

Registration/VAT BE1006.178.327