Algreen B.V. Terms and Conditions
- Definitions
1.1 In these terms and conditions the following expressions shall have the following meanings:
a. Parties : the User and the Client.
b. User : Algreen B.V. (Chamber of Commerce number 63085127, Bronland 10, 6708 WH,
Wageningen).
c. Client: any party that enters into or intends to enter into an agreement with the User.
d. Agreement : any agreement concluded between the User and the Client, any amendment
or addition to that agreement, and/or any other juridical or other acts performed in the
preparation and performance of that agreement.
e. Commercial Proposal : any oral or written offer made by the User to the Client.
f. Confidential information: information, data, knowledge and materials regardless of origin
or form, transmitted to either party that the disclosing party has identified as being
confidential or which, by the nature of the circumstances surrounding the disclosure, should
be treated as confidential.
g. Products or Services : means the products or services detailed in the Agreement. - Offers and Tenders
2.1 All offers shall be free of obligation unless the offer contains an acceptance term.
2.2 The offers made by Algreen B.V. shall be free of obligation; they shall be valid for a period of
30 days, unless indicated otherwise. Algreen B.V. shall only be bound by the offers if the
acceptance thereof is confirmed in writing by the opposite party within 30 days, unless
indicated otherwise.
2.3 The prices give in offers and tenders shall be exclusive of VAT and other government levies,
as well as of the other expenses to be possibly made within the scope of the agreement,
including shipment, travel, hotel and administration costs, unless indicated otherwise by
Algreen B.V.
2.4 If the acceptance deviates (on secondary items) from the offer given, Algreen B.V. shall not
be bound by it. The agreement shall in such event not be concluded in accordance with said
deviating acceptance, unless Algreen B.V. indicates otherwise.
2.5 A compound quotation shall not oblige Algreen B.V. to execute part of the assignment
against a corresponding part of the given quotation.
2.6 Offers and tenders shall not apply automatically to future assignments. - Products and Services
3.1 Algreen B.V. agrees to provide the Client with products or services as set out in the
Agreement.
3.2 The quantity, quality and format of the products or services shall be those set out in the
Agreement.
3.3 The Client is responsible for ensuring the products or services are suitable for its
requirements.
3.4 These Terms and Conditions apply to all Agreements for the supply of products or services
by Algreen B.V. to the Client.
3.5 Services will commence at a time to be agreed with the Client. Onsite investigations will be
conducted onsite at the Client premises and information collation and storage of reports will
be conducted from Algreen B.V.’s office.
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3.6 Both parties acknowledge and agree that in providing the products or services, Algreen B.V.
is an independent contractor and shall not be considered the Client’s agent, partner or
employee.
3.7 Any changes to the Agreement shall be agreed in advance between the parties in writing.
3.8 Algreen will do its best to meet the targets of the mission and to deliver high quality results.
However, when the nature of the project does not allow guaranteeing results, Algreen is
kept by obligation of means not in any manner by obligation of results. - Conditions of Payments
4.1 Unless otherwise agreed in writing between Algreen B.V. and the Client, Algreen B.V. will
invoice the Client the Price on delivery of the products or services and for the charges at the
times stated in the Agreement.
4.2 Payment must be made within 30 days from the date of invoice, in a way to be indicated by
Algreen B.V. and in the currency in which the statement of expenses was drawn up.
Contestation of the amount of the statements of expenses shall not suspend the fulfillment
of the payment obligation.
4.3 If the Client fails to fulfill his payment obligation within the term of 30 days, then the Client
shall be in default by operation of law. In that event, the Client shall owe an interest of 1%
per month, unless the statutory interest rate is higher, in which case the statutory interest
rate shall apply. The interest on the amount due and payable shall be calculated as from the
day the Client is in default until the moment he has paid the amount in full.
4.4 If the Client fails to pay Algreen B.V. any sum due by the date set on the Agreement, Algreen
B.V. shall be entitled to terminate the Agreement and suspend provision of any products or
services supplied to the Client.
4.5 In the event that the Client’s procedures require that an invoice be submitted against a
purchase order to payment, the Client shall be responsible for issuing such purchase order
before the products or services are rendered.
4.6 Algreen B.V. has the possibility to charge a credit limitation surcharge of 2%. This surcharge
will not be charged if the payment is made within 7 days from the date of invoice. - Warranty
5.1 Algreen B.V. merely warrants that the products or services will comply with the
specifications as included in the Agreement.
5.2 Algreen B.V. represents and warrants that it will use its reasonable endeavours to ensure
that any work carried out for the Client will be carried out with reasonable skill and care and
diligence in a professional manner and that all of Algreen B.V.’s personnel engaged in
fulfilling its obligations under this Agreement have sufficient qualifications and professional
competency and experience to carry out the services under this Agreement in accordance
with the standards and practices normal for the industry.
5.3 All materials and information obtained during the course of the services, together with
anything derived from this information and material will be considered confidential and the
sole property of the Client or a third party.
5.4 All information Algreen B.V. received during the review will solely be used in connection
with the project.
5.5 Algreen B.V. will preserve the secrecy of confidential information.
Copyright Algreen B.V. - Proprietary Rights
6.1 The Client acknowledges and agrees that, as between Algreen B.V. and the Client, all right,
title and interest in and to the Algreen B.V. services and any part thereof, including, without
limitation, all patents, copyrights, trade secrets and all other intellectual property rights
therein and thereto, and all copies thereof, in whatever form, including any written
documentation shall at all times be and remain solely with Algreen B.V. The Client shall not
be an owner or licensee of the Algreen B.V. software.
6.2 Any and all intellectual property rights that are created, developed, or acquired by Algreen
B.V. or its employees or contractors as a result of carrying out this service will be the Client’s
intellectual property.
6.3 Any tools, processes, procedures or intellectual property associated with the performance of
the service itself are and will remain the property of Algreen B.V. - Limitation of Liability
7.1 Except in respect of death or personal injury due to negligence for which no limit applies, the
entire liability of Algreen B.V. to the Client in respect of any claim whatsoever or breach of
these terms and conditions, whether or not arising out of negligence, shall be limited to the
fees paid by the Client to which the claim relates.
7.2 In the event of an assignment with the duration of more than six months, the liability shall,
contrary to the clause 7.1 of the present clause, furthermore limited to the part of the fee
still due for the last six months.
7.3 In no event shall Algreen B.V. be liable to the Client for any loss of business, loss of
opportunity or loss of profits or for any other indirect or consequential loss or damage
whatsoever. This shall apply even where such a loss was reasonably foreseeable or Algreen
B.V. had been made aware of the possibility of the Client incurring such a loss.
7.4 Algreen B.V. cannot be deemed liable in any manner for any consequence for any decision
taken by the Client as a consequence of Algreen’s deliverables or recommendations during a
consultancy assignment.
7.5 Nothing in these Terms and Conditions shall exclude or limit Algreen B.V.’s liability for death
or personal injury resulting from the Algreen B.V.’s negligence or that of its employees,
agents or subcontractors. - Force Majeure
8.1 Neither party shall be liable for any delay or failure to perform any of its obligations if they
delay or failure results from events or circumstances outside its reasonable control,
including but not limited to the act or omission of government, strikes, lock outs, accidents,
war, fire, highway authorities or any telecommunications carrier, operator or administration
or other competent authority, or the delay or failure in manufacture, production, or supply
by third parties of equipment or services.
8.2 The party shall be entitled to a reasonable extension of its obligations after notifying the
other party of the nature and extent of such events. - Governing Law and Jurisdiction
9.1 Dutch Law shall be the applicable law of these terms and conditions and all parties agree to
submit to the exclusive jurisdiction of the Dutch courts for any assignment performed by
Algreen B.V. The Dutch law applies at all times, despite the country where the assignment is
being executed.
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