Terms and Conditions

General Terms & Conditions – Quantisolve Measurement Systems

Version 230607a

Article 1 – General Provisions

1. Quantisolve Measurement Systems, hereinafter referred to as “Quantisolve”, is engaged in providing services to laboratories, process industry organisations and related businesses, involving measurement instruments, applications and methods.
2. These general terms and conditions apply to all activities of Quantisolve, including but not limited to offers and quotations from Quantisolve and agreements between Quantisolve and its client, hereinafter referred to as “Client”.
3. Deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing between Quantisolve and the Client.
4. These terms and conditions shall prevail over any general terms or other conditions of the Client.
5. If it has been established that one or more provisions in these general terms and conditions are invalid, void or legally voided, the other provisions of these terms and conditions will remain in full force and effect. Quantisolve and the Client will replace the invalid, void or voided provisions with provisions that correspond as closely as possible with the invalid, void or annulled provisions in terms of purpose and scope.
6. Failure by Quantisolve to demand from Client compliance with one or more provisions of the agreement, including the provisions in these general terms and conditions, does not in any way affect Quantisolve’s rights to demand compliance by the Client at a later date.
7. If and insofar as the agreement between Quantisolve and the Client specifically deviates from articles in these general terms and conditions, these articles in the general terms and conditions will not apply.

Article 2 – Quotations, acceptance and amendment of agreement

1. All offers and quotations made by Quantisolve to the Client are without obligation, unless expressly stated otherwise.
2. An agreement is only concluded by written agreement between Quantisolve and its Client.

Article 3 – Prices and payment

1. All prices quoted by Quantisolve are exclusive of VAT and other levies imposed by the government, unless expressly stated otherwise.Payments must be made including VAT and/or other levies.
2. The prices only apply to the goods, services and works mentioned by name in the agreement.All additional goods delivered, works performed and/or services provided by Quantisolve will be charged separately at prices applicable on the day of delivery or service.
3. Prices quoted by Quantisolve are based on the purchase prices, taxes and other such factors applicable at the time of the quote.If one or more of the aforementioned factors changes after the conclusion of the agreement, Quantisolve is entitled to change the agreed price.
4. All invoices will be paid by the Client in accordance with the agreed payment conditions stated on the invoice.In the absence of such conditions, the Client must pay within 30 days of the invoice date.
5. If the agreement between Quantisolve and the Client includes a term of more than one calendar month, Quantisolve will send an partial invoice at the end of each calendar month stating the goods, works and services provided by Quantisolve to the Client in the applicable calendar month.
6. If the Client does not pay the amounts due within the agreed term, the Client will be in legally in default, and the Client will owe statutory interest on the outstanding amount, without prejudice to its other obligations.
7. Costs of collection, both judicial and extrajudicial, are for the account of the Client, with a minimum of € 250.00.
8. Payments made by the Client always firstly serve to settle all interest and costs owed, and secondly settle due and payable invoices that have been outstanding the longest.

Article 4 – Complaints

1. Any objections by Client to an invoice must be submitted in writing no later than 5 working days after the invoice date. Failing which, any claim of the Client against Quantisolve will lapse.
2. Complaints do not suspend the Client from its obligations.

Article 5 – Dissolution and cancellation

1. Quantisolve may, without being obliged to pay any compensation, dissolve its agreement with the Client in whole or in part in writing with immediate effect and without judicial intervention if:A. the Client applies for suspension of payment or bankruptcy or is declared bankrupt or offers an arrangement outside bankruptcy, or if any part of its assets is seized;
   B. the Client is placed under administration or under guardianship;
   C. a statutory debt restructuring scheme is pronounced with regard to the Client;
   D. the Client ceases its activities, ceases to pursue its statutory purpose, decides to liquidate, otherwise loses its legal status or transfers or merges its company;
   E. the Client fails to fulfil one or more obligations arising from the relevant agreement, or fails to do so in time or properly.
2. Due to the dissolution, existing mutual claims become immediately due and payable.
3. The provisions of the previous paragraph are without prejudice to the other rights accruing to Quantisolve in the event of failure of the Client to comply with the agreement, such as those to claim compensation for damages.
4. If the agreement by its nature and content does not end by means of a specific performance and has been entered into for an indefinite period, it can be terminated by either party after proper consultation and stating reasons by giving written notice. If no notice period has been agreed between the parties, a reasonable notice period must be observed. Quantisolve will in that case never be obliged to pay compensation due to cancellation.

Article 6 – Force majeure

1. If due to an Event of Force Majeure, including a circumstance beyond Quantisolve’s reasonable control, the agreement cannot be executed by Quantisolve without shortcomings or delay, it will be entitled to terminate the agreement in whole or in part, or to temporarily suspend the execution of the agreement, without being obliged to pay any compensation.
2. An Event of Force Majeure is defined herein as including, but not exclusively, acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, illness of staff, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental measures, including needed government authorization, all this if these occur at Quantisolve as well as at its suppliers.
3. If Quantisolve has already partially fulfilled its obligations prior to the occurrence of the Event of Force Majeure, or will only be able to partially fulfil its obligations due to the commencement of Force Majeure, it is entitled to invoice the part already delivered or the part that can be delivered separately and the Client is obliged to pay this invoice as if it were a separate agreement.
4. Quantisolve also has the right to invoke Force Majeure if the non-attributable circumstance that prevents the fulfilment of its obligation only occurs after it should have fulfilled its obligation.

Article 7 – Liability

1. Notwithstanding anything herein to the contrary, Quantisolve does not accept any liability for damage.
2. Quantisolve’s liability for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption, is excluded at all times.
3. Quantisolve only accepts liability for direct damage suffered by the Client, which is the result of an attributable shortcoming in its obligations under the agreement or an unlawful act, up to the amount equal to the amount invoiced or charged to the Client under the agreement. Amounts to be invoiced excluding VAT and other government levies, up to a maximum of € 50,000.00.
4. Quantisolve’s liability due to an attributable shortcoming in the fulfilment of an agreement only arises if the Client has immediately and properly given Quantisolve written notice of default, stating a reasonable term to remedy the shortcoming, and Quantisolve is also attributable infailing to fulfil its obligations.The notice of default must contain a detailed description of the shortcoming, so that Quantisolve is able to respond adequately.
5. Quantisolve is not liable if a shortcoming is the result of an Event of Force Majeure.
6. The restrictions included in this article do not apply if the damage is the result of intent or gross negligence on the part of Quantisolve or its managerial subordinates.
7. Any liability of Quantisolve lapses after one year, counting from the moment the damage occurred, with the understanding that any liability of Quantisolve lapses in any case after one year, counting from the end of the contract with which the damage is most closely related.

Article 8 – Indemnification

1. The Client indemnifies Quantisolve against all possible third-party claims arising from non-compliance by the Client, with the Client’s obligations under an agreement and these general terms and conditions.
2. The Client furthermore indemnifies Quantisolve against claims from third parties with regard to damage arising in connection with the execution of an agreement.
3. The Client is obliged, if it is held liable by a third party with regard to damage for which the Client and/or the third party can or will hold Quantisolve (jointly) liable, to inform Quantisolve thereof in writing within 5 working days after the claim by the third party.
4. The Client will only settle such claims in consultation with Quantisolve, under penalty of forfeiture of the Client’s claims against Quantisolve.

Article 9 – Confidentiality

The parties are obliged to observe secrecy with regard to all information they receive from each other in the context of the agreement, unless they are legally obliged to provide information to third parties.

Article 10 – Disputes and applicable law

1. All disputes that cannot be settled amicably between the parties will be settled by the competent court in Rotterdam, Netherlands.
2. Agreements between Quantisolve and the Client are governed by Dutch law.
3. If and insofar any differences exist between the English and Dutch text of the General Terms & Conditions of Quantisolve, the Dutch version shall prevail.