GENERAL CONDITIONS OF NANOSEPARATIONS  (Print PDF file)

 

1.          General

1.1       In these General Conditions the following terms shall have the meanings shown:

“Customer”: the person with whom NanoSeparations has concluded an agreement

“NanoSeparations”: the one man company NanoSeparations, which has its seat in Nieuwkoop, the Netherlands.

1.2       These General Conditions are applicable to all invitations to treat and quotations made by NanoSeparations as well as to all agreements between NanoSeparations and the Customer.

1.3       NanoSeparations states explicitly that any conditions specified by the Customer shall not apply, even where such conditions have already been notified by the Customer. Any conditions imposed by the Customer will only be applicable if explicitly agreed in writing with NanoSeparations.

1.4       In the case of any possible conflict between the General Conditions of NanoSeparations and any general conditions of the Customer which are (also) applicable, the General Conditions of NanoSeparations shall prevail.

2.          Offer and agreement

2.1       All quotations made by NanoSeparations are made without obligation, unless the terms of the quotation expressly state otherwise. If a quotation made by NanoSeparations contains an offer without obligation and this offer is accepted by the Customer, NanoSeparations retains the right to withdraw the offer within 7 days of receiving notice of the Customer’s acceptance.

2.2       An agreement between NanoSeparations and the Customer shall come into existence when NanoSeparations has accepted the Customer’s order in writing or when NanoSeparations begins to carry out the agreement.

3.          Time limits

3.1       The time limits stated by NanoSeparations to the Customer in connection with the execution of the agreement are only indicative and shall never operate as deadlines, even where they are stated to be final.

3.2       In the event that any time limit stated by NanoSeparations is exceeded, NanoSeparations shall only be considered to be in default once the Customer has informed that NanoSeparations in writing of the default and given NanoSeparations a reasonable period to comply with its obligations to the Customer. This reasonable period shall be at least half the length of the period originally agreed for the implementation of the relevant agreement.

4.          Prices/rates/price list

4.1       Unless expressly stated otherwise, all prices and rates quoted by NanoSeparations are exclusive of sales tax and any other government taxes or duties. The prices and rates are valid for the specifications stated in the confirmation of the order.

4.2       The agreed prices include carriage to the agreed delivery address.

4.3       Unless agreed otherwise in writing, all costs incurred by third parties in connection with the agreement, which are not invoiced directly to the Customer, by the third party will be invoiced to the Customer through NanoSeparations.

4.4       NanoSeparations has at all times the right to take into consideration any factors which may raise the price arising between the making of the quotation and the establishment of the agreement with the Customer.

5.          Payment

5.1       Payment by the Customer must be effected within thirty (30) days of the invoice date. The date of payment shown on the bank or giro statements of NanoSeparations shall be held to be the date of payment. All payment dates are final deadlines, unless expressly agreed otherwise in writing. All rights of the Customer to deduct sums from the monies owed, on any ground whatsoever, are expressly excluded.

5.2       In the event of the liquidation, bankruptcy or moratorium on payments of the Customer, all monies owed by the Customer shall immediately become payable on demand.

5.3       Monies paid by the Customer shall firstly be applied to any interest and costs due and then to any unpaid invoices, in date order from the earliest outstanding unpaid invoice, regardless of any claim by the Customer that the payment relates to a later invoice.

5.4       The Customer covenants that on request by NanoSeparations it will provide security (and, as required, additional security) for the performance of its payment obligations under any agreement concluded between the Customer and NanoSeparations.

5.5       In the event that the Customer fails to pay, fails to pay on time or fails to pay the full amount owing, interest at a rate of 1.5% per month or part thereof shall be payable on the outstanding amount without any obligation on NanoSeparations to give the Customer further opportunity to remedy the default. The Customer shall also be liable for any (legal) costs incurred by NanoSeparations in connection with the recovery of the monies due from the Customer, without prejudice to any other legal rights of NanoSeparations such as rights to compensation or performance of obligations. These legal costs shall be 15% of the monies claimed, with a minimum of EUR 225,-- excluding VAT.

6.          NanoSeparations’s ownership restrictions

6.1       Items delivered by NanoSeparations shall remain the property of NanoSeparations until the Customer has paid all monies due to NanoSeparations under any agreement concluded between the Customer and NanoSeparations relating to the delivery of goods or the provision of labour or services, including any claims relating to shortcomings in the performance of such an agreement.

6.2       Until ownership of the goods passes to it, the Customer may not transfer, alienate, encumber or otherwise dispose of the goods other than in the course of its normal business without prior written permission from NanoSeparations.

6.3       In the event that the Customer fails to fulfil the obligations towards NanoSeparations which were the reason for the ownership restriction, NanoSeparations has the right to seize the goods from the Customer or from any third party in possession of the goods on behalf of the Customer.

7.          Delivery of goods

7.1       In principle, delivery is included in the price. NanoSeparations shall specify the mode of transport by which the goods shall be delivered. The actual delivery shall be to the nearest place to the office or retail unit of the Customer which is safe and accessible for the chosen delivery vehicle.

7.2       The Customer must take delivery of the goods as soon as possible after the arrival of the delivery vehicle. Whilst taking delivery of the goods the Customer must comply with any instructions given by NanoSeparations (or by any third party appointed by NanoSeparations to deliver the goods).

7.3       Where delivery is included in the price of the goods, the Customer must mark all visible shortages or damage directly on the delivery note or transport document. If the delivery included in the price of the goods is to the address of a third party, who will hold the goods on behalf of the Customer, the Customer must take control of the goods within 24 hours of delivery to the third party.

7.4       The Customer must check the goods immediately after delivery, to assess whether they satisfy the specifications in the agreement as to both quantity and quality.

8.          Intellectual property rights

8.1       Unless an express agreement to the contrary is made with the Customer, NanoSeparations retains all rights of authorship and general intellectual property rights, industrial property rights or other such rights over all documents, details, drawings, calculations, models and general documentation given to the Customer.

8.2       The Customer is expressly forbidden to alienate, encumber, copy, reproduce, disclose or otherwise use or exploit or in any way convey to a third party for remuneration or otherwise the rights and items detailed in paragraph 8.1 without obtaining prior express permission in writing from NanoSeparations.

9.          Complaints

9.1       The Customer must inform NanoSeparations of any complaints regarding the fulfilment of the agreement by NanoSeparations. All complaints must be notified to NanoSeparations in writing within 48 hours of the fulfilment of the agreement or the discovery of the cause of the complaint or the time when the cause of the complaint should have been discovered. If this deadline is exceeded, any claim against NanoSeparations in respect of the relevant complaint shall lapse.

9.2       If NanoSeparations considers the claim to be valid, it has the right to perform its obligations under the relevant agreement again or otherwise remedy the complaint. NanoSeparations is not responsible for any damage resulting to the Customer from the circumstances complained of, unless the complaint is caused by fraud or gross negligence on the part of NanoSeparations.

9.3       Complaints about the fulfilment of the agreement by NanoSeparations shall never operate to release the Customer from its obligations to pay NanoSeparations.

10.       Force majeure

10.1    In the event of a permanent force majeure NanoSeparations has the right to revoke the agreement with the Customer by way of a written declaration without the need for legal proceedings. In the event of a temporary force majeure NanoSeparations has the right to extend the deadlines for fulfilment of the agreement by a period of the same length as the duration of the temporary force majeure. In the event of either permanent or temporary force majeure NanoSeparations is not responsible for any damage suffered by the Customer whatever the nature or origin of that damage.

10.2    For the purposes of this clause 10, the term force majeure shall include all facts and circumstances which interfere with or make impossible the fulfilment of the agreement over which NanoSeparations has no influence and which are neither attributable to any fault of NanoSeparations nor the responsibility of NanoSeparations according to any law, legal proceedings or standard practice.

10.3    If when the force majeure occurs NanoSeparations has already partly performed its obligations under the agreement or can only partly complete its obligations under the agreement, NanoSeparations is permitted to invoice the completed part of its obligations separately.

11.       Liability

11.1    NanoSeparations is only liable for damage directly caused to the Customer and only as specified in this clause 11.

11.2    Without prejudice to any other provisions of these general conditions NanoSeparations is not responsible for any damage caused to the Customer (or any third party), whatever the nature or origin of the damage, connected with or following from the fulfilment of the agreement – including damage to property belonging to the Customer or any third party – as well as any consequences or loss of profit, except in the case of fraud or gross negligence on the part of NanoSeparations.

11.3    NanoSeparations will never be liable for damage and/or costs, whatsoever the nature and/or origin, which are in any way connected with or following from the actions, omissions and/or errors of and/or the quality of the work performed by third parties engaged by NanoSeparations to fulfil the requirements of the agreement, even in the event of fraud or gross negligence on the part of such third parties.

11.4    If, in spite of the preceding provisions, NanoSeparations is liable for any reason, such liability will at all times be limited to the amount payable by the Customer to NanoSeparations under the relevant agreement, with the proviso that NanoSeparations’s liability will in any event be limited to the amount recovered by NanoSeparations from its insurer in respect of that liability. A series of events causing damage is considered to be one event for the purpose of this clause.

11.5    Any right of the Customer to make a claim against NanoSeparations shall lapse one year after the end or completion of the performance of the agreement to which the claim relates, except in the event that the facts on which the claim is based could not have been discovered within this period. In that case, the relevant claim will lapse one year after the date on which the fact in question was discovered or could have been discovered.

11.6    The Customer will indemnify NanoSeparations against any liability of a third party in connection with any agreement carried out by NanoSeparations, unless the court decides that these liabilities are the consequence of fraud or gross negligence on the part of NanoSeparations and the Customer proves that it is not responsible in any way.

12.       Suspension and rescission

12.1    In the event that the Customer fails to perform any of its obligations to NanoSeparations at all, on time or sufficiently, NanoSeparations has the right (without prejudice to any other rights available to NanoSeparations in future) to suspend performance of its obligations towards the Customer until the Customer has fully performed its obligations towards NanoSeparations.

12.2    In addition to all general rights which NanoSeparations may have in future, NanoSeparations has the right to rescind the agreement with the Customer in writing, without giving the Customer any further opportunity to remedy the default and without the need for a court order, in the event that:

a)          there is any question of permanent force majeure as defined in paragraph 8 of these general conditions;

b)          despite thorough proof of default the Customer fails to perform one or more of its obligations to NanoSeparations under the agreement either at all, on time, sufficiently or thoroughly;

c)          the Customer is given a (temporary) moratorium on payments, an application for a declaration of the Customer’s insolvency is made or the Customer itself applies to be declared insolvent, the Customer makes a (private) agreement with its creditors or calls a meeting of its creditors with the intention of doing so;

d)          the Customer’s business is liquidated and/or the business activities of the Customer are in fact suspended;

e)          the Customer’s assets go into management or administration, the Customer’s assets are attached and that attachment is for a period of at least a month, or if the Customer’s assets are called upon in any other way;

f)          the control of the Customer changes so much that adequate performance of the Customer’s obligations is threatened or can no longer be guaranteed.

13.       Consequences of provisions being void or voidable

If any provision of this agreement is void or voidable, the general provisions of the agreement shall remain fully in force and shall play a part in determining new provisions to replace those which are void and/or voidable, which new provisions shall as far as possible have the same goal and intention as the void and/or voidable provisions.

14.       Changes to the General Conditions

         NanoSeparations has the right to make changes to these general conditions.

15.       Applicable law and resolution of disputes

15.1    All agreements between NanoSeparations and the Customer shall be exclusively governed by the law of the Netherlands.

15.2    All disputes following from or connected with (the fulfilment of) an agreement between NanoSeparations and the Customer shall be heard by the competent judge of ‘s-Gravenhage, unless statute provides otherwise.