General terms and conditions

General terms and conditions

I. General

1. Agreements
1. Unless agreed otherwise, these general terms and conditions apply to all agreements with Hevos. established in Panningen, The Netherlands. Hevos rejects any terms and conditions of the customer, unless explicitly agreed otherwise.

2. Agreements are concluded by the acceptance by Hevos of an oral or written order placed by the customer. The customer accepts these terms and conditions by placing its order. An order is deemed to be accepted by Hevos if and when Hevos has not rejected the order within fourteen days as of receipt of the order.

3. Any offer made by Hevos is without engagement unless explicitly indicated otherwise. The offer price is valid for a period of thirty days, unless indicated otherwise. Offers are based on the information as provided by the customer in its order and Hevos may rely on the correctness thereof. Any information in brochures and leaflets are under reservation of all rights and do not bind Hevos.

4. Personal data as provided by the customer in an order or request will be stored in Hevos client database. The personal data which have been provided will be used by Hevos to inform the customer about existing and new products of Hevos.

2. Payment
1. Unless agreed otherwise in writing, any payments of invoices shall be made within ten from the invoice date without any deductions, in the way and in the currency as indicated on the invoice.
2. The payment term of ten days is a firm date. In case of untimely payment, the customer will be in default de jure.
3. In case of untimely payment, Hevos will be entitled to compensation of extrajudicial collection costs fixed at 15% of the principal amount with a minimum of Euro 25 (including VAT), without prejudice to the consequences of default pursuant to the Netherlands Civil Code.
4. Any payments made by the customer shall firstly serve to settle any accrued interest and costs and secondly to settle the longest outstanding invoice, even if the customer should indicate otherwise.
5. The customer is not entitled to set-off any payment due with any claim on Hevos.
6. Hevos reserves the right to require security for a payment or to require payment in advance and is entitled to suspend performance of any of its obligations until the required security has been provided.
7. Hevos retains the ownership of any goods delivered to the customers until all fees and costs have been fully paid, including the costs mentioned in clause 2.3 above.

3. Complaints/returns
1. Any complaints in respect of supplied products and any objections against invoices must be presented to Hevos in writing within 8 days from the invoice date. The filing of a complaint or objection does not suspend the customer’s payment obligations.
2. Any returns of supplied goods shall only be accepted – after the consent of Hevos – if and in so far as the condition in clause in 3.1 above is fulfilled, the goods are undamaged and are returned to Hevos in the original packaging as soon as can reasonably be required.

4. Liability
1. Hevos does not accept any liability for damage which is suffered by the customer pursuant to a non-performance of Hevos (or a person for which it is responsible) of its obligations under an agreement or an unlawful act connected with the performance of its obligations under such agreement, including but not limited to damage caused by inaccurate, unlawful, incomplete or outdated information (in the broadest sense of those terms) as published by Hevos.
2. The limitation of liability in clause 5.1 above does not apply to damage which is caused by the wilful misconduct or gross negligence of Hevos or any person for which it is liable pursuant to the law. In such case, Hevos’s liability shall be limited to compensation of direct damage to property (including software and data files) and direct damage caused by death or personal injury and shall be further limited to the invoice amount or, in the case of an agreement for an indefinite period of time, the payments made by the customer over the month preceding the occurrence of the damage.
3. Notwithstanding the preceding, the liability of Hevos and the persons for which Hevos is responsible, shall never exceed the invoice amount (pro rata) of the (part of the) agreement from which the liability arises.

5. Intellectual property
1. All intellectual property rights with respect to the products and publications of Hevos, including copyright, trademarks and database rights pursuant to EC Directive 96/9/EC, are vested in Hevos. Unless explicitly and unambiguously allowed by Hevos or the law, nothing contained in Hevos’s publications may be published or copied in any way, including storage in an electronic data file.
2. Copyright notices, trademarks, trade names or other indications of intellectual property may not be altered or deleted.

6. Prescription/limitation of claims
All claims and causes of actions towards Hevos, including claims for compensation of damage, shall prescribe and lapse one year after such claim or cause of action has arisen.

7. Changes
1. Changes, amendments or annexes to an agreement and the general terms and conditions are valid only if agreed in writing and signed by both parties.

8. Partial invalidity
1. If a clause in an agreement or in the general terms and conditions is or will become invalid, this will not affect the validity of the entire agreement. The parties shall replace such invalid clause by another clause which to the extent possible expresses the original intention of the parties.

9. Disputes and applicable law
1. Any disputes in connection with the formation, interpretation or performance of an agreement with Hevos shall be brought before the competent court in the court district of the place of business of Hevos. If the parties have agreed on another form of dispute settlement, the customer shall be granted a term of one month from the date Hevos has invoked such a clause to choose for dispute settlement by the competent court instead. The customer shall inform Hevos in writing.
2. All agreements with Hevos, including the interpretation and performance thereof, are subject to Netherlands law.
3. The customer indemnifies Hevos against any claims of third parties in connection with an agreement. This indemnification includes any damage and costs that Hevos should suffer in connection with a claim.
4. In the event of disputes concerning the interpretation of these general terms and conditions, the Netherlands text shall take precedence.