The General Terms and Conditions of Global Asset Solutions B.V., hereinafter referred to as 'GAS', with its registered office and principal place of business in (4625 AM) Bergen op Zoom, at 32 Albert Cuijpstraat there, Chamber of Commerce number: 802.250.98, to be regarded as a User of these conditions ex. art. 6:231 sub b Civil Code. Email: email@example.com. Phone number: 085-4001212. VAT identification number:
Article 1 Definitions
In these General Terms and Conditions, if written with a capital letter, the following definitions apply:
“Terms and Conditions”, these Terms and Conditions;
“GDPR”, the General Data Protection Regulation;
'Services', all services and activities provided or performed by GAS in the field of Laser Cleaning, or services delivered and/or to be delivered and related activities in the field of Laser Cleaning and the delivery of customer-specific innovative solutions on behalf of clients. Furthermore, the sale and delivery of Laser Cleaning equipment.
'Location', the location where GAS carries out its activities or has them performed and/or provides its services or has them delivered;
'Client', the party that has entered into an agreement with GAS or with whom Services have been agreed;
'Agreement', the Agreement concluded between GAS and the Client to which these General Terms and Conditions apply;
'Personnel', all (auxiliary) persons, whether or not employed by GAS, who are deployed by GAS for the performance of the agreed Services;
'Parties', GAS and Client jointly.
Article 2 Applicability
2.1. These Terms and Conditions apply to all offers, quotations, agreements and Services between GAS and the Client unless the Parties have explicitly deviated from these General Terms and Conditions in writing.
2.2. If the Agreement contains provisions that deviate from these General Terms and Conditions, the provisions in the Agreement shall prevail, except for the provisions of Articles 8, 11, 13, 14, 15, 16, 17, 18 and 21 of these General Terms and Conditions. Always prevail over the provisions of the Agreement.
2.3. The applicability of any general, purchase or sales conditions used by the Client is expressly rejected by GAS.
2.4. GAS is not bound by the General Terms and Conditions declared applicable by the Client. If both the General Terms and Conditions of GAS and the General Terms and Conditions of the Client apply, the General Terms and Conditions of GAS take priority.
2.5. Differing from the General Terms and Conditions is only possible if the Parties have expressly agreed in advance in writing.
2.6. If GAS differs from these General Terms and Conditions without saying, this does not affect its right to demand immediate and strict compliance with the General Terms and Conditions. The Client can never assert or have any rights enforced on the grounds that GAS applies the General Terms and Conditions flexibly.
2.7. When the General Terms and Conditions fail, GAS will decide in all cases. This decision will be made in line with these General Terms and Conditions.
2.8. Should any provision of these General Terms and Conditions be void or voided, the remaining provisions shall remain in full force and effect, and the void or declared null and voided provision(s) of these General Terms and Conditions shall be replaced by (a) new, legally permissible provision(s) and whereby the purpose and intent of the void or voided provision(s) are considered as much as possible.
2.9. Uncertainties about the content of these General Terms and Conditions or situations not provided in these General Terms and Conditions should be assessed in line with these General Terms and Conditions.
Article 3 Offers and quotations
3.1. All offers and quotations from GAS are without obligations. An offer or quotation sent by GAS is valid up to fourteen days after dispatch unless agreed in writing otherwise. If the Client accepts an offer or quotation, GAS reserves the right to cancel the offer within five working days after approval by the Client.
3.2. If the Client's acceptance deviates from the offer included in the offer and/or quotation, GAS is not bounded to it.
3.3. GAS cannot be held to offers and/or quotations if the Client, in accordance with the prevailing standards of reasonableness and fairness and the prevailing views in society, could have understood and/or should have understood that the offer and/or quotation, or part thereof contains an obvious mistake and/or error.
3.4. Offers, quotations, prices and/or rates do not automatically apply to new orders.Article
4 The Agreement
4.1. Agreements with GAS are confirmed the moment the quotation sent by GAS to the Client is accepted in writing or by scanning by the Client, the order confirmation sent by GAS to the Client is confirmed in writing or the moment that GAS, with the consent of the Client, commences work. The order confirmation is expected to fully reflect the Agreement.
4.2. If cost-increasing factors occur during the term of an Agreement, such as changes in wages and/or working conditions, wage surcharges, premium increases for social legislation, increases in expense allowances and/or cost increases due to external factors, GAS is entitled to change the agreed prices during the work.
4.3. Additions, changes and/or further agreements are only effective if agreed in writing.
4.4. Agreements between GAS and the Client are entered into for an indefinite period unless agreed otherwise in writing and/or it follows from the content, nature or purport of the assignment that it has been entered into for a definite period of time.
4.5. If an order is canceled by the Client after acceptance by GAS and/or after GAS has commenced the work, the cancellation costs will be due. These amount to 25% of the total sum.
4.6. At all times GAS is entitled to stop a concluded Agreement without becoming liable for compensation to its Client as a result.
4.7. An Agreement must always be canceled in writing by registered post or by e-mail.
4.8. If the Client does not, not properly or not on time fulfill any obligation under the Agreement with GAS, to which these General Terms and Conditions apply, as well as in the event of bankruptcy, suspension of payments, shutdown, or liquidation of the Client's company, this is deemed to be in default by operation of law and GAS has the right, without further notice of default, to suspend the execution of all agreements concluded with the Client or to dissolve them in whole or in part or to declare them dissolved. Without GAS being obliged to pay any compensation for damage or guarantee and without prejudice to GAS' right to compensation. In the above cases, any claim that GAS has or acquires against the other party is due immediately and collectible.
Article 5 Performance of the Agreement
5.1. The commitment that GAS enters into is a best efforts obligation whereby GAS will observe the specific requirements that go with it. GAS will also observe all government requirements for the provision of its Services. All requirements set by the Client for the Services must be agreed in writing.
5.2. GAS ensures that all its Personnel complies with all government regulations with regard to the Services that are performed by it.
5.3. If this is necessary for the proper execution of the Agreement, GAS has the right to have certain Services performed and/or performed by third parties.
5.4. A delivery time stated by GAS can never constitute a strict deadline. The client is aware that delivery times can fluctuate due to circumstances. A delivery time stated by GAS will always be regarded as an estimated delivery time.
5.5. Delivery times stated by GAS are always based on the working conditions that applied on the date of the conclusion of the Agreement and with due observance of timely deliveries of goods and/or Services ordered by GAS from its suppliers and Services purchased or outsourced by GAS.
Article 6 Obligations of the Client
6.1. The Client enables GAS to perform the Agreement under conditions that meet all legal safety requirements and other government regulations. The Client shall ensure that all relevant information and (assisting) materials, which GAS has indicated in advance to be necessary, are provided to GAS on time. If this does not happen, GAS has the right to suspend or stop the Agreement and/or to charge the Client for additional costs that GAS must suffer as a result, including the costs of obtaining those resources by GAS itself, in accordance with the standard rates.
6.2. The Client will always provide the facilities and/or aids required by GAS on location. These will be mentioned in the order confirmation.
6.3. Regarding the location where the work is performed by GAS or its Personnel, the Client will ensure that it is set up and maintained in such a way as is necessary to prevent people from suffering damage. The Client also has the obligation to inform GAS and its Personnel about the presence and location of any materials and situations that could be dangerous to Personnel.
6.4. Regarding tools and/or aids supplied by the Client with which the work is carried out, the Client will ensure that these are properly maintained and meet all applicable safety requirements.
6.5. The Client is responsible for all equipment made available by GAS and will take care of this as a good 'caretaker' and insure this equipment against, for example, theft and damage.
Article 7 Costs
7.1. The Client pays GAS a fee consisting of a pre-agreed price, plus any additional costs.
7.2. GAS is entitled to demand full or partial advance payment upon the performance of the Agreement. If advance payment is requested by GAS, GAS is entitled to suspend the agreed work until the advance payment is done.
7.3. All prices and/or rates charged by GAS, including those stated in quotations, offers, and/or price lists, are excluding VAT and other government levies.
7.4. GAS is at all times entitled to charge costs for activities that do not fall under the agreed contract or the costs for extra hours worked that fall outside the scope of the contract to the Client.
7.5. Additional costs resulting from changes in the original Agreement desired by the Client will be charged by GAS to the Client.
7.6. GAS is at all times entitled to change the agreed prices and/or rates.
Article 8 Payments
8.1. Payment of invoices must be made in euros with the first order in advance or within fourteen days after the invoice date by means of a deposit or transfer to the bank account chosen by GAS. Objections to the amount of the invoice/invoices sent do not suspend the payment obligations for the Client.
8.2. From a second order issued by the Client, a payment term of thirty days applies, in deviation from the first paragraph of this article.
8.3. If the Client has not paid, GAS is entitled, after it has demanded the Client at least once to make payment, without further notice of default, to charge the Client the contractual interest from the due date of the invoice until the day of full payment fulfillment. The contractual interest is 15% on an annual basis.
8.4. If the Client is in default or fails to fulfill its payment obligations, all reasonable costs incurred in obtaining payment (in and out of court) will be borne by the Client. In any case, the Client owes collection costs.
8.5. Payments made by the Client always serve in the first place to settle all interest and costs owed, in the second place for payable invoices that have been outstanding the longest.
8.6. GAS can refuse payment, without being in default as a result, if the Client designates a different order for the allocation. GAS may also refuse full repayment of the principal if the outstanding interest, current interest, and collection costs are not also paid.
8.7. GAS has the right of retention on all goods in its possession until such time as the Client has paid all that it owes to GAS.
8.8. In the event of liquidation, bankruptcy, or suspension of payment of the Client, all claims of GAS on the Client and the obligations of the Client towards GAS are immediately due and collectible.
8.9. If an Agreement has been concluded with several Clients, each Client is jointly and individually liable to pay all that is owed under the Agreement and additional costs that occur.
8.10. The Client is not allowed to suspend its payment obligations or to set off its claims against GAS.
8.11. The payment term used by GAS towards its creditors is 60 days.
Article 9 Rental of laser equipment
9.1. The Client must check all items immediately upon receipt for damage and/or visible defects.
9.2. From the moment the rented goods are put into use, the Client loses the right to complain.
9.3. The Client must return all rented items in the condition in which they were received (the original condition).
9.4. All leased goods must be used by the Client in accordance with the user and/or operating instructions.
9.5. If the goods rented by the Client are not returned or made available to GAS immediately after the expiration of the rental period, the Client is immediately in default. In that case, the Client will immediately owe compensation of one and a half times the original rental price and an amount of € 750.00 in words seventy-five thousand for each day that the default continues.
9.6. The client can never become the owner of the leased goods. The Client is also not allowed to rent out the rented items to third parties.
9.7. If GAS has to deliver and/or collect the goods rented by the Client, the transport costs around € 150.00.
9.8. An order can be canceled free of charge up to fourteen days before the delivery date. After this, the Client owes 50% of the rental rate.
Article 10 Risk transfer
10.1. All items that are the subject of an Agreement concluded between GAS and the Client are for the account and risk of GAS until the time the item and/or items are made available to the Client.
10.2. The risk of loss, damage or decrease in value of all items that are subject of an Agreement concluded between GAS and the Client, is transferred to the Client at the moment when these are available to the Client or a third party to be designated by the Client.
Article 11 Retention of title
11.1. All goods delivered by GAS that have been and/or will be delivered in the context of the agreement concluded between GAS and the Client, remain the property of GAS until the Client has properly fulfilled the Agreement.
11.2. The proper fulfillment referred to in the previous paragraph also includes payment of costs, interest, and claims for damages, also of earlier and later deliveries and services, due to the Client's failure to perform.
11.3. If the ownership of a delivered item has not yet been transferred to the Client, the latter may not (re)sell, pledge or otherwise encumber that item (which is subject to retention of title).
Article 12 Warranty and Complaints
12.1. The warranty stated in these General Terms and Conditions is only valid within the Netherlands.
12.2. GAS guarantees that all goods and/or services supplied meet the usual requirements and standards that can reasonably be set and that the goods have all the properties, taking all circumstances into account, that are necessary for normal use.
12.3. GAS guarantees the reliability of both the service and/or item it provides, as well as the products, materials, and/or aids it uses, for a period of 6 months after the transfer of the item or delivery of the service, unless a different term has been expressly agreed.
12.4. The Client must report any visible defects to GAS immediately after discovery, at the latest within 14 days after the actual transfer of the object of the agreement between the Client and GAS.
12.5. Any form of warranty will lapse if a defect is due to incompetent use, lack of care, and/or is the result of changes made by the Client or third parties engaged by the Client. GAS is also not liable for any damage caused because of these defects.
12.6. The warranty offered by GAS, in any case, includes all defects that are the result of normal wear and tear, changes, and/or repairs by third parties, including the Client, and any other than normal use.
12.7. If the Client does not observe the operating and/or maintenance instructions, the warranty will lapse.
12.8. If the Client assembles disassembles and/or carries out repairs itself or has these carried out by a third party, the warranty will lapse.
Article 13 Takeover and/or recruitment of Personnel
13.1. For the duration of the Agreement and any extension thereof, as well as for one year after the Agreement or the last extension thereof, the Client will in no way exercise or cause to be exerted influence on or cooperate or cause grant, in whatever form, to a GAS personnel member who was appointed by GAS in the past year to perform work for the Client, to enter into employment with the Client or third parties or to perform work directly for the Client or third parties.
13.2. A self-employed person without personnel who has been appointed by GAS to perform work at and for the Client is associated with a personnel member as referred to in paragraph 1 of this article.
13.3. In the event of a violation of article 13.1. the Client forfeits an immediately due and payable fine to GAS of € 25,000.00 in words twenty-five thousand euros.
Article 14 Force majeure
14.1. GAS and/or its Personnel is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and is not for its account under the law, a legal act, or generally accepted standards. coming.
14.2. GAS can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the Parties is entitled to dissolve the Agreement, without any obligation to compensate the other party for damage. If the above situation occurs when the Agreement has already been partially performed, the Client is obliged to fulfill its obligations towards GAS up to that moment. GAS is then entitled to separately invoice the part already fulfilled or the part to be fulfilled. The Client is then obliged to pay this invoice as if it were a separate Agreement.
14.3. Force majeure in these General Terms and Conditions is understood to mean, in addition to what is understood in this regard in the law and jurisprudence, all external causes, foreseen or unforeseen, over which GAS cannot exercise any influence, but as a result of which GAS is unable to fulfill its obligations. Personnel strikes in the company(ies) of GAS or Third Parties included. GAS is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after GAS should have fulfilled its obligation.
Article 15 Liability
15.1. GAS is only liable insofar as this ensues from this article. The same applies to third parties engaged by GAS (and their subordinates) and/or Personnel of GAS that is/are engaged for the purpose of the Agreement.
15.2. The liability of GAS is at all times limited to the amount that will be paid out in the relevant case under the liability insurance it has taken out. If for whatever reason no payment is made by the insurer, any liability is limited to an amount equal to five times the total amount invoiced by GAS per event or a series of events with one cause, with a maximum of € 100,000 in words one hundred thousand Euros.
15.3. GAS is not liable for damage resulting from incorrect and/or insufficient information provided by the Client based on which the Services and/or activities to be performed by GAS have been determined and performed.
15.4. GAS is not liable in the event of force majeure.
15.5. GAS is not liable for damage that cannot be avoided with the method it uses and the Client has not immediately objected in writing to the method used or if the Client or circumstances demanded urgency force this method.
15.6. If damage is not reported to GAS in writing within seven days, GAS is not liable for this damage.
15.7 GAS' liability for indirect damage, consequential damage, lost profit, lost savings, damage as a result of any delay whatsoever, and/or damage due to business interruption is excluded at all times.
15.8. Without prejudice to its own liability, employees of GAS are never personally liable toward the Client for damage caused in the course of employment, unless there is intent or gross negligence on the part of the employee concerned.
15.9. The Client indemnifies GAS against all claims by Third Parties against GAS or its Personnel regarding the loss of or damage to goods in respect of which GAS or its Personnel must perform Services and work.
Article 16 Confidential Information and Confidentiality
16.1. The Client is not permitted to provide information that is confidential in nature or could be confidential to third parties who are not involved in the Agreement or to use the information for a purpose other than that for which it was obtained. The Client is subject to a duty of confidentiality regarding such information. Information is considered confidential if this has been communicated by GAS or if this results from the nature of the information. Information about GAS’s business and organizations should always be treated as confidential.
16.2. The Client will not disclose any part of the information to third parties without the prior written consent of GAS, except to:
16.3. In the event of acts contrary to the obligations of paragraph 1 of this article by the Client, he forfeits an immediately due and payable fine of € 25,000.00 in words: twenty-five thousand euros per violation plus € 5000.00 in words five thousand euros for each day that the violation continues.
Article 17 Intellectual property rights
17.1. GAS reserves all intellectual property rights regarding products arising from the mind which it uses or has used and/or develops in the context of the execution of the assignment for the Client.
17.2. The Client is forbidden from multiplying, publishing, and/or exploiting those products, including working methods, advice, models, and other innovations of GAS, in the widest sense of the word, directly or indirectly. Disclosure, in whatever way, can only take place after obtaining written permission from GAS. The Client naturally has the right to reproduce the documents for use in its own organization if this is appropriate within the purpose of the assignment. In the event of premature termination of the Agreement, the foregoing shall apply accordingly.
17.3. In the event of a violation by the Client of the provisions of the first or second paragraph of this article, he pays an immediately due fine of € 175,000 in words: one hundred and seventy-five thousand euros per case and € 17,500.00 in words seventeen and a half thousand euros for each day that the violation continues.
17.4. The Client and GAS will not register each other's trademarks, trade names, logos, brands, symbols, and/or other indications of origin or symbols that resemble them and/or use them without permission.
Article 18 Changed circumstances
18.1. If the circumstances assumed by the Client and GAS at the time of the conclusion of the Agreement change so significantly that compliance with the Agreement or part thereof cannot reasonably be expected of (one of the) Parties, a consultation will take place about the interim adjustment of the Agreement. If the changed circumstances have arisen due to the fault of the Client, any additional work that occurs from this will be charged to the Client.
18.2. If the Parties decide to change the approach, working method, or scope of the agreement and the resulting activities, the client accepts an adjustment in the time schedule of the agreement.
Article 19 Privacy
Article 20 Complaints
20.1. If the Client has complaints about the work performed and/or invoices sent by GAS and/or its Personnel, the Client must notify GAS of these complaints in writing within one week after the performance of these activities. If this term is exceeded, the Client is deemed to have accepted the work performed and/or invoices.
20.2. If a complaint from the Client is justified, GAS will still perform the work as agreed. If this is no longer possible and/or is no longer useful for the Client, GAS will only be liable within the limits of Article 15.
20.3. The Client's timely complaint does not suspend the payment obligation under the agreement.
20.4. Complaints never give the Client the right to suspend fulfillment of its obligations or the right to debt comparison.
Article 21 Applicable law, competent court, and mediation
21.1. Dutch law applies to all agreements between GAS and the Client(s).
21.2. All disputes that may arise between GAS and the Client will be submitted exclusively to the District Court of Rotterdam, subdistrict unless the dispute exceeds the competence of the subdistrict court judge.
21.3. Before the Parties submit a dispute to the subdistrict court, the Parties are obliged to first try to resolve the dispute through an independent mediator. Only when that fails the Parties are authorized to submit the dispute to the sub-district court. The costs of mediation will be paid by the party that believes that there is a dispute.
Article 22 Amendments
22.1. GAS is entitled to change these General Terms and Conditions. The latest version of these General Terms and Conditions is valid, even with agreements already concluded.