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Terms and conditions

1-3 General terms and conditions of service of Fidron B.V. (version 2013.01)

1. Definitions
In these terms and conditions, the following terms shall have the following meanings:
1.1. Fidron : Fidron B.V., having its registered office in Dronten, and its principal place of business in (8042 PD) Zwolle, at the address Branderweg 1E, registered with the Chamber of Commerce under the number 39094325.
1.2. Principal: the natural person or legal entity who has placed an order with Fidron or has received an offer from Fidron in this respect.
1.3. Agreement: the agreement concluded between Fidron and the customer for the provision of services.

2. Applicability of these conditions
2.1. These general terms and conditions shall apply to all agreements concluded by Fidron with respect to the provision of services and/or the performance of work for the customer.
2.2. These general conditions also apply to the provision of services and the performance of work in stages preceding the conclusion of such an agreement.
2.3. If and insofar as there is any deviation from these general terms and conditions and/or the agreement referred to in 1.3. and the stages preceding its conclusion, such deviations must be expressly agreed in writing before they take effect.
2.4. General or special terms and conditions used by the client do not apply unless they have been expressly accepted in writing by Fidron for the purposes of a specific agreement.

3. Offers
3.1. An offer made by Fidron to the client is free of obligation and valid for 30 days, unless stated otherwise. The prices mentioned in the offer are exclusive of VAT.
3.2. The offer is based on the data provided by the client, unless the offer indicates otherwise. Errors in the data do not create any liability on the part of Fidron to the client, nor do they give the client any right to claim any performance from Fidron.
3.3. Drawings, technical descriptions, designs and other intellectual products made by Fidron in the context of executing a contract remain its (intellectual) property. The customer may not, directly or indirectly, make them available or show them to third parties with a view to obtaining a comparable offer. Nor may they be copied or reproduced in any other way by the customer.
3.4. If the agreement is not concluded, the client is obliged to return all the documents referred to in 3.3. to Fidron within fourteen days.

4. Establishment
4.1. An agreement is concluded if and after an order has been confirmed in writing by a board member or members authorised to do so according to the Trade Register, or by Fidron having already carried out part or all of an order.
4.2. Any supplementary agreements made at a later date are binding on the parties in the same way as the agreement itself was concluded. The date of conclusion of the supplementary agreement is the date on which the confirmation of the supplementary agreements is sent.
4.3. Every agreement is entered into by Fidron on the condition that the customer is and remains sufficiently creditworthy. Fidron is entitled to ask the client for information to assess his creditworthiness.
4.4. The client is obliged at Fidron's first request to provide adequate security for the fulfilment of its payment obligations to Fidron. Fidron shall also be entitled to suspend performance of the contract until the request referred to in 4.3 has been complied with or until adequate security has been provided by the client for the fulfilment of its payment obligations and other obligations relating to the contract.

5. Content of the agreement
5.1. The services to be performed by Fidron include those described in the offer or order confirmation and/or supplementary agreement.
5.2. Fidron is obliged towards the client to carry out the orders as may be expected of a service provider with normal professional knowledge, care and attention customary in the industry.
5.3. The client shall be bound vis-à-vis Fidron to put at Fidron's disposal on time and in the form desired by Fidron all information and documents that Fidron needs to carry out the order.
5.4. Fidron shall determine independently, but after consultation with the client, the manner in which the contract shall or must be performed.
5.5. Fidron is entitled to have certain activities that are part of the order carried out by third parties without notifying the client. 5.6. If the performance of the order is tied to a deadline, this deadline will be considered to be a target date, unless the contrary has been explicitly stated. If a firm date has been agreed, the client will be required to set a reasonable term within which Fidron can still perform the order. Only after this period will Fidron be in default.

6. Modification of the agreement
6.1. If during the execution of the agreement it appears that for a proper execution it is necessary to modify or supplement the work to be done, parties will timely and in mutual consultation adapt the agreement.
6.2. Fidron shall inform the client in advance of any financial and/or qualitative or quantitative consequences of an amendment to the agreement as referred to in 6.1.
6.3. Fidron shall not charge the client any additional costs if the change and/or supplement is the result of circumstances attributable to Fidron.
6.4. An amendment or supplement to the agreement as referred to in 6.1 may have consequences for the terms originally agreed upon. Fidron shall inform the customer of this as soon as possible.

7. Suspension or dissolution of the agreement
7.1 Fidron is authorised to suspend further performance of the contract for no more than six months, or to proceed to its complete or partial dissolution, if there are good reasons to fear that the customer will not be able to fulfil its contractual obligations towards Fidron in the event of bankruptcy, suspension of payments, application of the WSNP scheme, closure or (partial) transfer of the customer's business, and if the customer fails to meet agreed payment deadlines or does not meet them properly or in time.
7.2. If, during the performance of the contract, it becomes apparent that Fidron should act contrary to the law, morality or public order, Fidron is legally obliged to cease its activities. These legal acts are void pursuant to Article 3:40 of the Dutch Civil Code. Fidron has the obligation to dissolve the contract with immediate effect and to inform the customer of this in writing. If the contract involves activities that violate mandatory provisions of the law, Fidron shall have the right to terminate the contract without being liable to pay the client any compensation on any account.
7.3. If any of the events mentioned in 7.1 and 7.2 should occur, Fidron will have the right to dissolve the agreement concerned in whole or in part by means of a written statement without judicial intervention. Such dissolution shall not affect the client's obligation to pay for work already performed and work that could not be terminated immediately and related costs, nor the liability of the client for other costs and damages incurred by Fidron.

8. Surveys
8.1. In the case of agreements to perform research, the client must state the purpose of the agreement and the intended use of the research results when entering into the agreement. In Fidron's opinion, the client must have a legitimate interest in the assignment.
8.2. If the client contracts on behalf of a third party, it must state that it is acting in that party's capacity.
8.3. If Fidron personnel discover any criminal offence, this will be reported to the client. The decision to report this offence will be taken by the client. The report will only be made by Fidron personnel at the request of the client. The client shall indemnify Fidron and its personnel against any third-party claims due to such report, regardless of whether Fidron or its personnel can be blamed for the report.
8.4. After an investigation has been carried out, Fidron will submit a written report of its findings to the client. If desired, this report can be accompanied by an advice. Only that which has been reported in writing will be considered to have come from Fidron.
8.5. The report containing the research data is strictly confidential and exclusively intended for the client or the third party referred to under 8.2. It may not be used for any purpose other than that for which it is intended. The report or parts thereof, as well as the name of Fidron or the name of the client may only be disclosed to third parties with the consent of the other party.
8.6. Fidron is not obliged to disclose its sources of information. The client shall refrain from any attempt to discover these sources of information.

9. Prices and price increase
9.1. Fidron's fee is not dependent on the outcome of the order, unless explicitly agreed otherwise in writing between the parties. The fee will be calculated on the basis of the usual rates made known to the client.
9.2. The agreed prices are based on wages, travel expenses, materials, insurance premiums, currency values and any other price-determining factors applicable on the day the agreement is concluded.
9.3. Nevertheless, Fidron is entitled at its own discretion to charge the customer for any interim price increases in cost price determining factors as referred to in 9.2.
9.4. Fidron will not be required to inform the customer in advance of any price increase as referred to in 9.3. However, Fidron is obliged to inform the customer in writing of all interim price changes as soon as possible and in detail.

10. Payment
10.1. Fidron has the right to demand cash payment of the invoice. If Fidron so demands, the client will be obliged to pay in advance all or part of the total price for the services to be performed and the work to be carried out, or to give other adequate security. If the client refuses to give such security, Fidron shall be free to regard the contract as terminated, without prejudice to Fidron's right to claim compensation for work already performed and costs incurred.
10.2. Payment by the client must be made within 14 days of the invoice date, without any right to discount or settlement.
10.3. If the client is negligent in fulfilling his payment obligations, Fidron shall be entitled to suspend its activities.
10.4. All that the principal owes is immediately due and payable if the principal does not meet its payment obligations, if it is declared bankrupt, requests a provisional or definitive suspension of payments, if the WSNP scheme is declared applicable to it, if it is placed under guardianship, if conservatory or executory attachment is levied against it, and if it dies, goes into liquidation or is dissolved.
10.5. If Fidron personnel are heard as witnesses in legal proceedings concerning the services provided and work carried out, the client will be obliged to pay for the time spent and costs involved in giving evidence.
10.6. If payment is not made on time by the client, Fidron shall be entitled, after giving notice and/or notice of default, to proceed to recover the amount owing. All judicial and extrajudicial collection costs shall be for the account of the client.
10.7. Fidron may charge interest on the amount due for any period during which the customer is in default of payment. This interest shall be equal to the statutory commercial interest on an annual basis.

11. Force majeure
11.1. In these general terms and conditions, force majeure means any circumstance beyond the control of Fidron that cannot be attributed to it either by law, legal act or generally accepted practice, which prevents or delays fulfilment of the contract permanently or temporarily, as well as, insofar as not already included war, threat of war, civil war, riots, epidemics, fire, strikes, traffic disturbances, serious impeding weather conditions, breakdowns of operating assets and other serious disturbances in the business of Fidron or its suppliers, or any other threat which might directly or indirectly cause serious injury or damage to Fidron or its employees.
11.2. In the event that Fidron is prevented from fulfilling the contract as a result of force majeure, Fidron will be entitled to suspend the performance of the contract in whole or in part in consultation with the parties for a limited period of time not exceeding six months, or to dissolve the contract in whole or in part, without Fidron being liable to pay the client damages for whatever reason.

12. Foreseeable damage
12.1. The client is obliged to compensate Fidron or its personnel for all damage resulting from circumstances of which the client was aware or could reasonably have been aware when the contract was concluded and of which the client did not inform Fidron.
12.2. Both at the time the contract is concluded and during its performance, Fidron will be entitled to demand adequate security from the customer for the foreseeable losses described in 12.1.

13. Ownership of documents and copyright
13.1. With the restrictions described under 8. the client will obtain full free disposal of the result of the order and of the documents issued to him by Fidron in this respect, but only on the condition that the client has fully met his financial obligations towards Fidron.
13.2. The copyright on issued documents shall remain vested in Fidron.

14. Changes and extra work
14.1. The customer accepts that if parties agree that the services to be provided will be extended or changed, this may affect the time of completion of the services. Fidron shall inform the customer thereof as soon as possible.
14.2. If a fixed price has been agreed for the services, Fidron will inform the customer in advance if the extension or change referred to above has the effect of influencing the agreed fixed price.

15. Liability
15.1. Fidron shall only be liable to the customer in the following manner:
15.1.1. Fidron is liable for damage resulting from improperly carried out orders if Fidron can be clearly blamed for carrying out the order and the error could have been prevented in the event of normal attentiveness and accuracy.
15.1.2. Fidron is liable for damage resulting from intent or gross negligence on the part of Fidron or its personnel.
15.2. The liability laid down in 15.1 is limited to the fee owed by the client, calculated in accordance with the agreement in the context of which the error was made.
15.3. In the event that the term is exceeded after notice of default, Fidron's liability will always be limited to 10% of the amount referred to in 15.2.
15.4. Only direct loss that is foreseeable for Fidron is eligible for compensation. Fidron shall therefore not be liable for any loss of business and/or stagnation, loss suffered by third parties or any other indirect loss. The compensations referred to in the previous paragraph are stipulated as a maximum.
15.5. Fidron has the right at all times, if and to the extent possible, to remedy the damage suffered by the customer.
15.6. The client indemnifies Fidron against all claims of third parties that are directly or indirectly related to the performance of the contract.
15.7 This indemnity will lapse if Fidron is liable to pay damages to the client pursuant to the provisions of the liability clause referred to above and the third-party claim in question is the consequence of a shortcoming as referred to in 11.1.

16. Complaints and complaint period
16.1. Complaints relating to the work carried out and/or the fee must be made known to Fidron in writing within 8 days of the date of dispatch of the documents or information about which the client is complaining.
16.2. A complaint as referred to in 16.1 does not suspend the client's payment obligation.

17. Termination
17.1. The assignment continues until it has been completed and, unless the parties agree otherwise, can only be terminated by dissolution if the other party, after proper written notice of default, fails imputably in the fulfilment of essential obligations under the agreement. Dissolution must be effected by registered letter to the other party; judicial intervention is not required.
17.2. If, at the time of dissolution, the customer has already received services in connection with the performance of the contract, he may only partially dissolve the contract with respect to that part which has not yet been performed by Fidron. Amounts that Fidron has invoiced before the dissolution in connection with what it has already performed or delivered in the performance of the contract remain owed in full and become payable at the time of dissolution.
17.3. In deviation from the provisions of 17.1, Fidron may terminate the agreement in whole or in part with immediate effect and without judicial intervention by means of a written notification to the customer if the customer is declared bankrupt, if it is granted suspension of payments - provisional or otherwise - or if it is otherwise unable to meet its payment obligations, or if the company is liquidated or terminated, or otherwise than for the purpose of reconstruction or merger of companies. Fidron shall never be liable for any compensation due to such dissolution.

18. Applicable law and disputes
18.1. Only Dutch law shall be applicable to any contract concluded between Fidron and the client, to the exclusion of any other legal system.
18.2. In the event of disputes between Fidron and the client concerning any agreement and/or the contents of these general terms and conditions, the Court of Overijssel, Zwolle location, will have exclusive (and therefore sole) jurisdiction to hear and determine such disputes in the first instance.