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General terms and conditions

The Dutch version is legally binding; this English text is provided as a translation for convenience only.

General terms and conditions for Q4 Profiles customers

General Conditions of Sale

SynQues bv is the exclusive distribution partner in the Netherlands for the products and services of Q4 Profiles bv.

FROM:

– SynQues B.V.

having its registered office and place of business in Aalsmeer

hereinafter referred to as: SQ

Article 1 Definitions

1. In these general terms and conditions (algemene voorwaarden), the following terms have the meanings set out below, unless expressly stated otherwise:

SQ: the user of the general terms and conditions;

Buyer: SQ's counterparty, acting in the course of a profession, study or business.

Article 2 General

1. The provisions of these general terms and conditions apply to every offer and every agreement between SQ and a buyer to which SQ has declared these terms and conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.

2. These terms and conditions also apply to all agreements with SQ whose performance requires the involvement of third parties.

3. The buyer's general terms and conditions apply only if it has been expressly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that event, any conflicting provisions in the general terms and conditions of SQ and the buyer will apply between the parties only if and insofar as they form part of SQ's terms and conditions.

4. If one or more provisions of these general terms and conditions are void or are annulled, the remaining provisions of these general terms and conditions will continue to apply in full. SQ and the buyer will then consult with one another to agree new provisions replacing the void or annulled provisions, taking account, where and insofar as possible, of the purpose and intent of the original provision.

Article 3 Offers and quotations

1. All offers are without obligation unless the offer specifies a period for acceptance.

2. Quotations issued by SQ are without obligation and are valid for thirty days unless otherwise stated. SQ is bound by a quotation only if the buyer confirms its acceptance in writing within thirty days.

3. Delivery periods in SQ's quotations are indicative and, if exceeded, do not entitle the buyer to terminate the agreement or claim damages unless expressly agreed otherwise.

4. The prices in the offers and quotations referred to exclude VAT and other government levies, as well as shipping and any transport and packaging costs, unless expressly stated otherwise.

5. If the acceptance differs (on minor points) from the offer included in the quotation, SQ is not bound by it. The agreement will then not be concluded in accordance with this differing acceptance unless SQ indicates otherwise.

6. A combined quotation does not oblige SQ to supply part of the goods included in the offer or quotation for a corresponding proportion of the quoted price.

7. Offers or quotations do not automatically apply to repeat orders.

Article 4 Delivery

1. Delivery takes place ex SQ warehouse.

2. If delivery takes place on the basis of “Incoterms”, the “Incoterms” in force when the agreement is concluded will apply.

3. The client is obliged to take delivery of the goods when SQ delivers or arranges delivery of them to the client, or when the goods are made available to the client in accordance with the agreement.

4. If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, SQ is entitled to store the goods at the buyer's risk and expense.

Article 5 Force majeure

1. SQ is not obliged to perform any obligation towards the buyer if prevented from doing so by a circumstance that is not attributable to fault and for which SQ is not responsible by law, by virtue of a legal act or according to generally accepted standards.

2. In these general terms and conditions, force majeure includes, in addition to its meaning in law and case law, all external causes, whether foreseen or unforeseen, over which SQ has no control and which prevent SQ from performing its obligations.

Article 6 Payment

1. Payment must be made within 14 days of the invoice date, in a manner specified by SQ and in the currency invoiced, unless SQ states otherwise in writing.

2. Once the payment period has expired, the buyer is in default by operation of law (van rechtswege in verzuim); the buyer will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will be payable.

3. In the event of the buyer's liquidation, bankruptcy, attachment or suspension of payments (surseance van betaling), SQ's claims against the buyer become immediately due and payable.

4. SQ is entitled to apply payments made by the buyer first against costs, then against accrued interest and finally against the principal sum and current interest.

Article 7 Collection costs

1. If the buyer fails to perform or is in default in performing one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. In the case of a monetary claim, the buyer will in any event owe collection costs.

Article 8 Retention of title

1. All goods supplied by SQ under the agreement remain SQ's property until the buyer has duly performed all obligations arising from the agreement(s) concluded with SQ.

Article 9 Warranties and conformity

1. SQ warrants that the goods to be supplied comply with the agreement, the specifications stated in the offer, reasonable standards of soundness and/or usability, and the statutory provisions and/or government regulations in force on the date the agreement was concluded.

Article 10 Liability

1. If SQ is liable, that liability is limited to the provisions of this article.

2. SQ is not liable for damage of any kind resulting from SQ relying on incorrect and/or incomplete information provided by or on behalf of the buyer.

3. If SQ is liable for any damage, SQ's liability is limited to no more than the invoiced amount, or at least to that part of the order/contract to which the liability relates.

4. SQ's liability is in any event always limited to the amount paid out by its insurer in the relevant case.

5. SQ is liable only for direct damage.

6. SQ is never liable for indirect damage, including consequential loss, loss of profit, lost savings and damage caused by business interruption.

Article 11 Indemnity

1. The buyer indemnifies SQ against any claims by third parties who suffer damage in connection with the performance of the agreement where the cause is attributable to a party other than SQ.

Article 12 Intellectual property

1. SQ reserves the rights and powers vested in it under the Dutch Copyright Act (Auteurswet) and other intellectual property laws and regulations. SQ is entitled to use for other purposes the knowledge gained on its part through the performance of an agreement, provided that no strictly confidential information belonging to the buyer is disclosed to third parties.

Article 13 Confidentiality

1. Both parties are obliged to keep confidential all confidential information obtained from one another or from another source in connection with their agreement. Information is considered confidential if the other party has stated that it is confidential or if this follows from the nature of the information.

2. If SQ is obliged, pursuant to a statutory provision or court judgment, to disclose confidential information to third parties designated by law or by the competent court, and SQ cannot invoke a statutory or court-recognised or permitted right to refuse disclosure (verschoningsrecht), SQ is not obliged to pay damages or compensation and the counterparty is not entitled to terminate the agreement on the grounds of any resulting damage.

Article 14 Suspension and termination

1. SQ is entitled to suspend performance of its obligations or terminate the agreement if the buyer does not perform its obligations under the agreement, does not perform them fully or does not perform them on time; if SQ has good reason to fear that the buyer will fail to perform its obligations; or if, when the agreement was concluded, the buyer was asked to provide security for the performance of its obligations under the agreement and that security is not provided or is insufficient.

Article 15 Applicable law and competent court (insofar as commercial)

Only the courts of the Netherlands have jurisdiction to hear disputes, unless arbitration or another alternative form of dispute resolution has been agreed.

Article 16 Complaints procedure

1. Complaints about the performance of the agreement must be submitted to SQ, fully and clearly described, within 7 days after the buyer discovers the defects.

2. Complaints submitted will be answered within 14 days of the date of receipt. If a complaint foreseeably requires a longer processing time, SQ will respond within the 14-day period with an acknowledgement of receipt and an indication of when the buyer can expect a more detailed answer.

Article 17 Amendment of the terms and conditions

SQ reserves the right to amend or supplement these terms and conditions.

Article 18 Consumer law

Where the buyer is a consumer, the applicable consumer law also applies.

Article 19 Privacy

SQ processes buyers' personal data in accordance with applicable privacy legislation. More information can be found in our privacy statement.

Article 20 Non-solicitation of personnel

1. During the term of the agreement and for one year after its termination, the buyer will not in any way employ, or otherwise arrange for work to be carried out for it directly or indirectly by, employees of SQ or of businesses engaged by SQ to perform this agreement who are or were involved in performing the agreement, except after proper commercial consultation on the matter has taken place.

Article 21 Disputes

1. The court in Amsterdam has exclusive jurisdiction to hear disputes unless the subdistrict court (kantonrechter) has jurisdiction. Nevertheless, SQ is entitled to submit the dispute to the court that has jurisdiction by law.

2. The parties will refer a matter to the courts only after making every effort to settle the dispute by mutual consultation.

Article 22 Applicable law

1. Every agreement between SQ and the buyer is governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 23 Amendment and location of the terms and conditions

1. These terms and conditions have been filed at the offices of the Chamber of Commerce and Industry in Amsterdam.

The latest filed version, or the version that applied when the agreement was concluded, will always apply.

Back to home
Legal

General terms and conditions

The Dutch version is legally binding; this English text is provided as a translation for convenience only.

General terms and conditions for Q4 Profiles customers

General Conditions of Sale

SynQues bv is the exclusive distribution partner in the Netherlands for the products and services of Q4 Profiles bv.

FROM:

– SynQues B.V.

having its registered office and place of business in Aalsmeer

hereinafter referred to as: SQ

Article 1 Definitions

1. In these general terms and conditions (algemene voorwaarden), the following terms have the meanings set out below, unless expressly stated otherwise:

SQ: the user of the general terms and conditions;

Buyer: SQ's counterparty, acting in the course of a profession, study or business.

Article 2 General

1. The provisions of these general terms and conditions apply to every offer and every agreement between SQ and a buyer to which SQ has declared these terms and conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.

2. These terms and conditions also apply to all agreements with SQ whose performance requires the involvement of third parties.

3. The buyer's general terms and conditions apply only if it has been expressly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that event, any conflicting provisions in the general terms and conditions of SQ and the buyer will apply between the parties only if and insofar as they form part of SQ's terms and conditions.

4. If one or more provisions of these general terms and conditions are void or are annulled, the remaining provisions of these general terms and conditions will continue to apply in full. SQ and the buyer will then consult with one another to agree new provisions replacing the void or annulled provisions, taking account, where and insofar as possible, of the purpose and intent of the original provision.

Article 3 Offers and quotations

1. All offers are without obligation unless the offer specifies a period for acceptance.

2. Quotations issued by SQ are without obligation and are valid for thirty days unless otherwise stated. SQ is bound by a quotation only if the buyer confirms its acceptance in writing within thirty days.

3. Delivery periods in SQ's quotations are indicative and, if exceeded, do not entitle the buyer to terminate the agreement or claim damages unless expressly agreed otherwise.

4. The prices in the offers and quotations referred to exclude VAT and other government levies, as well as shipping and any transport and packaging costs, unless expressly stated otherwise.

5. If the acceptance differs (on minor points) from the offer included in the quotation, SQ is not bound by it. The agreement will then not be concluded in accordance with this differing acceptance unless SQ indicates otherwise.

6. A combined quotation does not oblige SQ to supply part of the goods included in the offer or quotation for a corresponding proportion of the quoted price.

7. Offers or quotations do not automatically apply to repeat orders.

Article 4 Delivery

1. Delivery takes place ex SQ warehouse.

2. If delivery takes place on the basis of “Incoterms”, the “Incoterms” in force when the agreement is concluded will apply.

3. The client is obliged to take delivery of the goods when SQ delivers or arranges delivery of them to the client, or when the goods are made available to the client in accordance with the agreement.

4. If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, SQ is entitled to store the goods at the buyer's risk and expense.

Article 5 Force majeure

1. SQ is not obliged to perform any obligation towards the buyer if prevented from doing so by a circumstance that is not attributable to fault and for which SQ is not responsible by law, by virtue of a legal act or according to generally accepted standards.

2. In these general terms and conditions, force majeure includes, in addition to its meaning in law and case law, all external causes, whether foreseen or unforeseen, over which SQ has no control and which prevent SQ from performing its obligations.

Article 6 Payment

1. Payment must be made within 14 days of the invoice date, in a manner specified by SQ and in the currency invoiced, unless SQ states otherwise in writing.

2. Once the payment period has expired, the buyer is in default by operation of law (van rechtswege in verzuim); the buyer will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will be payable.

3. In the event of the buyer's liquidation, bankruptcy, attachment or suspension of payments (surseance van betaling), SQ's claims against the buyer become immediately due and payable.

4. SQ is entitled to apply payments made by the buyer first against costs, then against accrued interest and finally against the principal sum and current interest.

Article 7 Collection costs

1. If the buyer fails to perform or is in default in performing one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. In the case of a monetary claim, the buyer will in any event owe collection costs.

Article 8 Retention of title

1. All goods supplied by SQ under the agreement remain SQ's property until the buyer has duly performed all obligations arising from the agreement(s) concluded with SQ.

Article 9 Warranties and conformity

1. SQ warrants that the goods to be supplied comply with the agreement, the specifications stated in the offer, reasonable standards of soundness and/or usability, and the statutory provisions and/or government regulations in force on the date the agreement was concluded.

Article 10 Liability

1. If SQ is liable, that liability is limited to the provisions of this article.

2. SQ is not liable for damage of any kind resulting from SQ relying on incorrect and/or incomplete information provided by or on behalf of the buyer.

3. If SQ is liable for any damage, SQ's liability is limited to no more than the invoiced amount, or at least to that part of the order/contract to which the liability relates.

4. SQ's liability is in any event always limited to the amount paid out by its insurer in the relevant case.

5. SQ is liable only for direct damage.

6. SQ is never liable for indirect damage, including consequential loss, loss of profit, lost savings and damage caused by business interruption.

Article 11 Indemnity

1. The buyer indemnifies SQ against any claims by third parties who suffer damage in connection with the performance of the agreement where the cause is attributable to a party other than SQ.

Article 12 Intellectual property

1. SQ reserves the rights and powers vested in it under the Dutch Copyright Act (Auteurswet) and other intellectual property laws and regulations. SQ is entitled to use for other purposes the knowledge gained on its part through the performance of an agreement, provided that no strictly confidential information belonging to the buyer is disclosed to third parties.

Article 13 Confidentiality

1. Both parties are obliged to keep confidential all confidential information obtained from one another or from another source in connection with their agreement. Information is considered confidential if the other party has stated that it is confidential or if this follows from the nature of the information.

2. If SQ is obliged, pursuant to a statutory provision or court judgment, to disclose confidential information to third parties designated by law or by the competent court, and SQ cannot invoke a statutory or court-recognised or permitted right to refuse disclosure (verschoningsrecht), SQ is not obliged to pay damages or compensation and the counterparty is not entitled to terminate the agreement on the grounds of any resulting damage.

Article 14 Suspension and termination

1. SQ is entitled to suspend performance of its obligations or terminate the agreement if the buyer does not perform its obligations under the agreement, does not perform them fully or does not perform them on time; if SQ has good reason to fear that the buyer will fail to perform its obligations; or if, when the agreement was concluded, the buyer was asked to provide security for the performance of its obligations under the agreement and that security is not provided or is insufficient.

Article 15 Applicable law and competent court (insofar as commercial)

Only the courts of the Netherlands have jurisdiction to hear disputes, unless arbitration or another alternative form of dispute resolution has been agreed.

Article 16 Complaints procedure

1. Complaints about the performance of the agreement must be submitted to SQ, fully and clearly described, within 7 days after the buyer discovers the defects.

2. Complaints submitted will be answered within 14 days of the date of receipt. If a complaint foreseeably requires a longer processing time, SQ will respond within the 14-day period with an acknowledgement of receipt and an indication of when the buyer can expect a more detailed answer.

Article 17 Amendment of the terms and conditions

SQ reserves the right to amend or supplement these terms and conditions.

Article 18 Consumer law

Where the buyer is a consumer, the applicable consumer law also applies.

Article 19 Privacy

SQ processes buyers' personal data in accordance with applicable privacy legislation. More information can be found in our privacy statement.

Article 20 Non-solicitation of personnel

1. During the term of the agreement and for one year after its termination, the buyer will not in any way employ, or otherwise arrange for work to be carried out for it directly or indirectly by, employees of SQ or of businesses engaged by SQ to perform this agreement who are or were involved in performing the agreement, except after proper commercial consultation on the matter has taken place.

Article 21 Disputes

1. The court in Amsterdam has exclusive jurisdiction to hear disputes unless the subdistrict court (kantonrechter) has jurisdiction. Nevertheless, SQ is entitled to submit the dispute to the court that has jurisdiction by law.

2. The parties will refer a matter to the courts only after making every effort to settle the dispute by mutual consultation.

Article 22 Applicable law

1. Every agreement between SQ and the buyer is governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 23 Amendment and location of the terms and conditions

1. These terms and conditions have been filed at the offices of the Chamber of Commerce and Industry in Amsterdam.

The latest filed version, or the version that applied when the agreement was concluded, will always apply.