General terms and conditions of Nordic Nature Minerals / TOM Interim & Projectmanagement, located at Spinveld 12, 4815HS in Breda.
Applicable as of April 1, 2022 (all previous versions will expire)
Article 1: General 1. These general terms and conditions apply to all offers, agreements and other legal acts with any legal consequence, in which Nordic Nature Minerals is involved. 2. Deviations from these general terms and conditions are only valid insofar as they have been agreed in writing between the parties and then exclusively for the agreement for which they were made. Otherwise, these general terms and conditions remain in force. 3. The applicability of purchase or other conditions, including those of the other party, is expressly rejected. Purchase conditions of the other party are only recognized when these have been confirmed in writing in a quotation issued by Nordic Nature Minerals. 4. If any provision of these general terms and conditions proves to be invalid, the parties are deemed to agree instead on a valid replacement clause that approximates the invalid clause as closely as possible in purpose and intent. The invalidity of one or more stipulations does not affect the validity of the other provisions of these terms and conditions. 5. Nordic Nature Minerals supplies various products and provides consultancy services. Unless explicitly stated otherwise, these terms and conditions apply to both aspects. 6. The other party agrees that Nordic Nature Minerals will have certain activities performed by third parties. 7. If these general terms and conditions have been translated from Dutch into another language, the original Dutch text will prevail at all times.
Article 2: Quotations and price 1. All quotations are without obligation, unless a term for acceptance has been set, and are made in any written form, unless Nordic Nature Minerals waives a written offer for practical, urgent or other reasons. An agreement is concluded by written acceptance of the offer from the other party, unless Nordic Nature Minerals withdraws its offer immediately after it has received the acceptance. 2. If the acceptance (on minor points) deviates from the offer included in the quotation, Nordic Nature Minerals is not bound by it. The order will then not be concluded in accordance with this deviating acceptance, unless Nordic Nature Minerals indicates otherwise. 3. A composite quotation does not oblige Nordic Nature Minerals to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future assignments. 4. The prices stated in a quotation are exclusive of VAT and other government levies, unless indicated otherwise. 5. Nordic Nature Minerals cannot be held to its quotations if the other party, in terms of reasonableness and fairness and generally accepted views, should have understood that the quotation contains an obvious mistake or error. 6. Agreements with or notifications from subordinate employees are not binding for Nordic Nature Minerals, insofar as these have not been confirmed in writing. 7. Nordic Nature Minerals is entitled to increase the agreed price in the interim, if the increase in the price results from a power or obligation under the law or regulations (such as VAT/taxes). 8. Nordic Nature Minerals is entitled to charge unforeseen additional work if the occurrence of this additional work is not attributable to Nordic Nature Minerals, for example because the information provided by the client when entering into the agreement does not correspond to reality. Nordic Nature Minerals will immediately inform the client of the occurrence of additional work and the increase in the price involved.
Article 3: Amendment, suspension and termination of the agreement 1. If the client makes changes other than minor ones to the assignment after the agreement has been concluded, Nordic Nature Minerals is entitled to adjust the term(s) and the fee or to refuse the assignment after all without any obligation to pay compensation. 2. Nordic Nature Minerals is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the other party fails to fulfill the agreement, or if the other party has been granted suspension of payment, or if the other party is in a state of bankruptcy. declared. 3. Nordic Nature Minerals may terminate the agreement immediately if the services are prohibited by law, decree, order, order or regulation of any relevant government or government agency. 4. In the event of force majeure, the execution of the agreement will be suspended as long as the force majeure situation makes it impossible for Nordic Nature Minerals to execute the agreement. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which Nordic Nature Minerals has no influence, but as a result of which Nordic Nature Minerals is unable to fulfill obligations. If the force majeure situation lasts longer than 2 months, each of the parties is entitled to dissolve the assignment, without obligation to pay compensation to the other party. 5. In the event of dissolution of the agreement, Nordic Nature Minerals in any case retains the right to compensation for the work already performed and the costs incurred. Nordic Nature Minerals makes the work already produced available to the client, if desired. In that case, no guarantee is given for the quality of the delivered goods. 6. If the suspension or dissolution of the agreement is attributable to the other party or if an order is withdrawn by the client, Nordic Nature Minerals is entitled to compensation for the damage caused directly and indirectly.
Article 4: Delivery of services 1. Nordic Nature Minerals will carry out assignments to the best of its knowledge and ability and in accordance with the requirements of good workmanship, but never guarantees a specific result. 2. The term of execution stated in the agreement does not count as a strict deadline, unless expressly agreed otherwise in writing. 3. Nordic Nature Minerals is entitled to execute the agreement in different phases and to invoice the part thus executed separately. 4. The client must ensure that all data, samples to be analyzed, facilities, etc., which are necessary for the execution of the assignment, are made available to Nordic Nature Minerals in a timely manner and in accordance with the instructions given. If the client fails to do so, Nordic Nature Minerals has the right to suspend the work or to dissolve the agreement, whether or not in part. 5. If, in the opinion of Nordic Nature Minerals, the performance of work cannot be done in time due to weather or temporary site conditions, it has the right to suspend the work as long as those circumstances last. Nordic Nature Minerals will immediately inform the client of the occurrence of such circumstances. The other party is not entitled to compensation for any damage.
Article 5: Delivery of goods 1. Delivery takes place ex works, unless expressly agreed otherwise in writing. 2. The agreed delivery times are an indication and not a strict deadline. Nordic Nature Minerals accepts no liability for exceeding delivery times. 3. Nordic Nature Minerals is entitled to carry out the delivery in different phases and to invoice the part thus delivered separately. 4. The delivery of goods takes place immediately prior to the moment at which the goods are loaded into a means of transport made available by or on behalf of the other party or by Nordic Nature Minerals, with the exception of those goods that are delivered carriage paid. Delivery of these goods takes place at the moment when the goods are delivered to the other party or to a place to be designated by it. 5. The risk of loss, damage or depreciation of the goods to be delivered transfers to the client at the time and place of delivery, as determined in the first and fourth paragraph. 6. The client is obliged to take delivery of the goods the moment they are made available to him. If the client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Nordic Nature Minerals is entitled to store the goods at the expense and risk of the client. If the goods have not been received by the other party within 14 days after the offer for delivery, Nordic Nature Minerals is entitled to dissolve the delivery agreement and to sell the goods to be delivered. Nordic Nature Minerals then has the right to compensation of at least 20% of the price agreed for delivery, without prejudice to the right to compensation for the excess. 7. Due to circumstances at suppliers, the delivered number of items may deviate from the ordered quantity. Deviations of a maximum of 2% less or 2% more can never be considered a shortcoming of Nordic Nature Minerals.
Article 6: Retention of title 1. All goods delivered by Nordic Nature Minerals remain the property of Nordic Nature Minerals, as long as they have not been paid in full or until the client has properly fulfilled all obligations under the agreement(s) concluded with Nordic Nature Minerals. 2. Until the moment of transfer of ownership, the other party is obliged to exercise the greatest possible care with regard to the delivered goods. The other party undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on first request. 3. As long as the goods delivered by Nordic Nature Minerals are subject to a retention of title, the other party is not authorized to alienate, pledge or in any other way encumber them in whole or in part. 4. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the client is obliged to immediately inform Nordic Nature Minerals thereof. 5. After Nordic Nature Minerals has invoked its retention of title, it may take back the delivered goods. For this, the client already now gives unconditional and irrevocable permission to Nordic Nature Minerals or third parties to be designated by them to enter all those places where the properties of Nordic Nature Minerals are located. 6. Insofar as the retention of title is nullified by accession or formation of a property, the other party establishes in advance a non-possessory pledge on the accessing item or the formed item for the benefit of Nordic Nature Minerals, as security for everything that the other party, for whatever reason, owes the entrepreneur owes and will become.
Article 7: Intellectual property and copyrights 1. Unless expressly agreed otherwise in writing, all information and documents produced by Nordic Nature Minerals in word or in writing, such as notes, reports, teaching materials, analyses, advice, plans, documents, images, drawings, software, recipes, etc. either the copyright of Nordic Nature Minerals or, where appropriate, under the copyright of third parties. 2. The items referred to in the previous paragraph may not be reproduced in whole or in part without the prior written permission of Nordic Nature Minerals, nor be shown to third parties, handed over or made known in any other way, nor be used by the client or are made available other than for the purpose for which they were provided by Nordic Nature Minerals. 3. Nordic Nature Minerals reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties. 4. The client indemnifies Nordic Nature Minerals against claims from third parties due to alleged infringement of intellectual property rights in connection with the execution of the assignment.
Article 8: Payment and collection costs 1. Invoicing of the delivered goods or services takes place after delivery or completion of the work, unless otherwise agreed in writing, for example invoicing in installments or full or partial advance payment. 2. Without written complaint within 7 days after the invoice date, the client declares to agree with the contents of the invoice. Objections to the amount of the invoices do not suspend the payment obligation. 3. Unless expressly agreed otherwise, payment must be made within 14 days of the (partial) invoice date, in a manner to be indicated by Nordic Nature Minerals and in the currency in which the invoice is issued. 4. If the payment term is exceeded, the client is in default without further notice of default. 5. The Client will then owe an interest of 2% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due and payable will be calculated from the moment that the client is in default until the moment of payment of the full amount, whereby part of the month is regarded as the entire month. 6. All costs arising from any collection procedure are for the account of the client. 7. In the event of liquidation, bankruptcy, attachment or suspension of payments, placing under guardianship or death of the client, the claims of Nordic Nature Minerals on the client are immediately due and payable. 8. The right of the other party to set off its claims against Nordic Nature Minerals is expressly excluded.
Article 9: Liability 1. Nordic Nature Minerals is only liable for direct damage caused to buildings, inventory, persons or property of persons during the execution of the agreement and that is due to negligence, carelessness or wrong actions of Nordic Nature Minerals. 2. Nordic Nature Minerals is never liable for indirect and consequential damages. 3. Nordic Nature Minerals is not liable for damage, of whatever nature, caused by Nordic Nature Minerals relying on incorrect or incomplete information provided by or on behalf of the client. 4. The right to compensation on the part of the other party lapses if it uses the products delivered by Nordic Nature Minerals inexpertly, processes or mixes the delivered products with other products, if an incorrect dosage of the products is used or if in any other way deviates from the advice of Nordic Nature Minerals. 5. The other party is obliged to take reasonable measures that could (could have) prevent or limit the damage. 6. The damage to be compensated by Nordic Nature Minerals is limited to the amount involved with the order, ex. VAT at least up to that part of the assignment to which the liability relates, with a maximum of € 10,000. 7. The liability of Nordic Nature Minerals is at all times limited to a maximum of the amount of the payment to be made by the insurer of Nordic Nature Minerals in the appropriate case. 8. If damage occurs to the other party as a result of shortcomings of third parties engaged by Nordic Nature Minerals, such as carriers, suppliers or laboratories, the liability of Nordic Nature Minerals is limited to a maximum of the guarantees provided by the third party. 9. The other party indemnifies Nordic Nature Minerals against claims from third parties.
Article 10: Complaints 1. The client is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to him or the relevant work has been carried out. Any visible defects must be reported in writing to Nordic Nature Minerals within 7 days of delivery. Any non-visible defects must be reported to Nordic Nature Minerals in writing immediately, but in any case no later than 7 days after discovery. The report must contain as detailed a description as possible of the defect, so that Nordic Nature Minerals is able to respond adequately. The client must give Nordic Nature Minerals the opportunity to investigate a complaint or have it investigated. 2. Complaints regarding missing goods must be submitted in writing to Nordic Nature Minerals within 3 days after the discovery of the loss. 3. Expressing a complaint does not release the other party from its payment obligation. In that case, the other party also remains obliged to purchase and pay for the otherwise ordered goods and for what it has ordered Nordic Nature Minerals to do. 4. If a defect is reported later, the client is no longer entitled to repair, replacement or compensation. 5. If it is established that a complaint is unfounded, the costs incurred as a result on the part of Nordic Nature Minerals will be fully borne by the client.
Article 11: Disputes and applicable law 1. The legal relationship between Nordic Nature Minerals and the other party is exclusively governed by Dutch law. Disputes will be submitted for adjudication to the competent court of the registered office of Nordic Nature Minerals. 2. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation, for example by means of mediation.