General Terms and Conditions
PIEK International Education Centre (I.E.C.) bv, having its registered office at Schelsberg 111-113, 6413 AC Heerlen (the Netherlands)
Clause 1: Definitions
In these General Terms and Conditions, the following terms are used with an initial capital letter. These terms have the following meanings:
1.1 PIEK bv: the Dutch company PIEK bv referred to hereinabove. PIEK bv in these General Terms and Conditions also means the German company Piek International Education Centre (I.E.C.) GmbH if it is a contracting party, which entity also uses these General Terms and Conditions.
1.2 Other Party: a company or party with which PIEK bv as referred to in 1.1 concludes an Agreement as referred to in Clause 4 of these General Terms and Conditions.
1.3 Agreement: the written Assignment Agreement containing the description of a best effort commitment or series of best effort commitments, such as the provision of education, training, courses, education programs or other services, concluded between PIEK bv and the Other Party, to which Agreement these General Terms and Conditions apply.
1.4 Assignment Confirmation: the written communication by the Other Party that it wishes to conclude an Agreement with PIEK bv. Acceptance of the Assignment by PIEK bv is the written communication by PIEK bv, this in response to the Assignment Confirmation of the Other Party, which creates the Agreement.
1.5 Training: a training service, course or education.
1.6 Services: the activities to be performed by PIEK bv on behalf of the Other Party on the basis of the Agreement;
1.7 General Terms and Conditions: the present General Terms and Conditions.
1.8 “Face-to-Face”/In-company Training: a training where the person participates actually in a training and where the person is physically present throughout the training, just like his trainer.
1.9 Online Training: a training where the person participates virtually in a training and where the person is virtually present throughout the training, just like his trainer.
1.10 Training: the process of teaching specific skills, knowledge or behaviour to an individual or group. The purpose of training is to enable participants to perform certain tasks more effectively, develop competences and/or enhance their understanding of a particular subject. Training can include both formal educational programmes, such as courses and workshops, and informal learning methods, such as practical experience and mentorship.
1.11 Staff, Auxiliary Staff and Trainer: the staff members, auxiliary staff members and trainers to be engaged by PIEK bv for the execution of the Assignment Confirmation/Agreement who will work under its responsibility pursuant to the Assignment Confirmation/Agreement.
1.12 Delegate(s): one or more persons, employed by the Other Party, who on instruction of the Other Party participate in an education service, course or training or service of PIEK bv.
1.13 Training Participant(s): one or more persons, employed by the Other Party, who participate in an education service, course, education or training of PIEK bv.
1.14 Cost Bearer: a party who on instruction but at the expense and risk of the Other Party is responsible for the financial settlement and invoicing of all costs charged by PIEK bv for the execution of an Assignment Confirmation or Agreement.
1.15 Parties: the Other Party and PIEK bv.
1.16 Training Materials: training books, materials, reports, syllabi, digital presentations, images, and reference works of training and teaching programmes.
1.17 Participant: a participant in a training service, course, education or training and exam or challenge test can be anyone who meets the requirements specified for each training service, course, education or training and exam or challenge test in the non-binding offer / Assignment Confirmation or other documents of PIEK bv.
Clause 2. Applicability of these General Terms and Conditions.
2.1 These General Terms and Conditions shall, under rejection and exclusion of any general terms and conditions of the Other Party and/or of any third parties that read otherwise, apply to all current and future assignments, any amended or supplementary assignments, follow-up assignments, outsourcing and refusal of assignments. These General Terms and Conditions have also been drawn up for the benefit of companies and/or persons who work and/or have worked for PIEK bv in the broadest sense of the word. Such persons shall be entitled to invoke the provisions of these General Terms and Conditions.
Clause 3. Quotations and offers
3.1 Quotations and offers made by PIEK bv are always entirely without obligation, and are made on the basis of post-calculation. They shall be valid for 30 days, unless stated otherwise in writing by PIEK bv in quotations and offers made. After expiry of that period or any agreed different period, the quotation and offer shall be deemed to have lapsed.
3.2 The prices stated in the quotation and offer are exclusive of VAT and administration, shipping and handling costs.
3.3 PIEK bv shall only be bound by its quotations and offers if the acceptance thereof by the Other Party has been confirmed by PIEK bv in writing within 10 days thereafter.
Clause 4. Conclusion of the Agreement
4.1 An Agreement shall be deemed to have been concluded when PIEK bv has sent a written confirmation of acceptance of the order after having received an Assignment Confirmation from the Other Party. Any further agreements made with or promises made by any representatives or subordinates of PIEK bv shall not be binding for PIEK bv, unless these further agreements or promises are subsequently confirmed by PIEK bv in writing.
4.2 By entering into an Agreement, PIEK bv shall at all times exclusively assume a best-efforts obligation.
4.3 Invoicing of the work to be performed shall in principle take place immediately after the conclusion of the Agreement.
Clause 5. Compliance/delivery of materials and documents
5.1 Unless otherwise agreed, delivery shall be made from the office of PIEK bv. Goods shall be delivered after full payment of the relevant invoice, and to a delivery address provided by the Other Party in writing in advance; this delivery address must be reachable and accessible for every postal and parcel carrier. If a postal and parcel carrier cannot access a delivery address which was provided in writing in advance, PIEK bv can never be held liable for this and any additional costs arising therefrom shall be borne by the Other Party in full.
5.2 Administration/handling costs shall also be charged per shipment for the delivery of documents and other materials, in accordance with the weight and the shipping address of the Other Party. This delivery shall be preceded by a non-obligatory quotation of PIEK bv containing the costs of the documents and/or the materials and the shipping and handling costs stated therein.
5.3 Furthermore, the Other Party shall be obliged to take delivery of the agreed goods or services at the time they are delivered to it, or at the time when they are made available to it by the postal and/or parcel carrier in accordance with the Agreement. If the Other Party refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the expense and risk of the Other Party. The Other Party will in that case owe all additional and extra costs, including in any case storage costs.
5.4 An agreed delivery time shall not be a deadline, unless expressly agreed otherwise. If the Other Party fails to deliver on time, the Other Party must therefore place PIEK bv in default of that in writing.
Clause 6 Partial deliveries
6.1 PIEK bv is permitted to deliver agreed goods and services in parts to the Other Party. If goods and/or services are delivered in parts, PIEK bv shall be authorised to invoice the Other Party for each part separately.
6.2 The Other Party shall not be entitled to demand partial deliveries from PIEK bv.
Clause 7 Transport damage
7.1 Transport damage of materials and documents.
Materials and documents shall be shipped at the risk of the Other Party. The Other Party must report any transport damage and/or defects to the carrier immediately upon arrival and at the same time in writing to PIEK bv, this with due observance of the applicable instructions of the carrier.
Clause 8 Delivery of materials and documents with a roller container.
8.1 Shipment of soldering equipment, notebooks and other accessories, materials and documents by PIEK bv in a roller container shall take place at the risk of PIEK bv, and at the expense of and in consultation with the Other Party.
Shipment shall only take place to a delivery address provided in writing by the Other Party in advance; this delivery address must be reachable and accessible for every carrier. Delivery shall take place up to the threshold of the location of the Other Party.
8.2 If the written delivery address provided in advance is not accessible to a transport company or carrier, PIEK bv can never be held liable for the costs arising from this nor for any additional costs, which shall all be borne in full by the Other Party.
8.3 The Other Party must report any transport damage and/or defects to the carrier immediately upon arrival, this with due observance of the applicable instructions of the carrier. At the same time, the Other Party must notify PIEK bv in writing.
8.4 The return of the roll container must be prepared immediately after the end of the training or service, so that the collection date that is known to all parties (the Other Party, PIEK bv and the transport company or carrier) can be met. If the roll container is not ready for collection by the transport company or carrier and this results in transport delays, the resulting additional costs will be borne in full by the Other Party.
Clause 9 Amendment to the Agreement with the Other Party
9.1 PIEK bv shall be authorised to deliver goods that deviate from what has been agreed with the Other Party, but only if the deviations are minor.
9.2 PIEK bv otherwise reserves the right to change training programmes, services, training days, combine services and training sessions and change starting dates, provided that the Other Party is notified thereof 48 hours in advance. In that case, PIEK bv will not be liable for any costs and/or damages arising from this, however called and of whatever nature.
9.3 If circumstances arise with regard to persons and/or materials and/or services, such as, inter alia, internet services which PIEK bv uses or usually uses in the execution of the Agreement, which are of such a nature that the execution of the Agreement becomes impossible or so problematic and/or disproportionately costly that the performance of the Agreement can no longer reasonably be demanded, PIEK bv shall be authorised to cancel the Agreement extrajudicially by written notification, without the Other Party being able to claim any kind of damages.
Clause 10 – Liability of PIEK bv
10.1 In the event that the Other Party (and/or one or more of its employees) suffers damage, the liability of PIEK bv shall in all cases be limited to compensation of direct damage (liability for any indirect damage – e.g., consequential damage, damage caused by delay, loss of profit and loss of turnover – is therefore excluded). Furthermore, the scope of the obligation to pay damages shall be limited to the amount paid by the Other Party in (or in respect of) the academic year in which the loss-causing event occurred. Under no circumstances shall the compensation obligation of PIEK bv exceed the amount actually paid out to PIEK bv by its liability insurer.
10.2 The liability of PIEK bv for damages caused by intent or gross negligence of the management of PIEK bv is not limited.
10.3 PIEK bv is in no way liable for any damage, of whatever nature, arising from (any) incorrect or incomplete information/recommendations/advice provided in connection with the Course. This includes: the information/recommendations/advice provided by the teacher or via the Course material, the brochure, or any other work arising from or related to a Course.
10.4 PIEK bv shall not be liable if the Other Party does not observe the (safety) instructions.
10.5 PIEK bv reserves the right to refuse, suspend and/or remove the Other Party in special circumstances. Other Parties who do not behave according to the social standards, to be exclusively assessed by PIEK bv, who display aggressive or violent behaviour or who commit fraudulent acts, may be suspended or removed from the Course, while the payment obligation remains in full force and effect.
10.6 The liability provisions in these General Terms and Conditions and inter alia in this Clause 10 shall also extend to all persons for whom PIEK bv is responsible (such as persons employed by PIEK bv or appointed by PIEK bv for the execution of the Study Agreement).
10.7 The Other Party guarantees that its employees for whose benefit the Course was booked have accepted the aforementioned limitations of liability, and indemnifies PIEK bv against all (possible) claims of those employees.
10.8 Piek bv shall not be liable for any loss of data and/or breach of security of, inter alia, but not limited to, devices, networks, systems, software, cloud data, data registers and databases and/or other processing systems in the broadest sense of the word, which may or may not arise accidentally or unlawfully, may or may not have an internal or external cause, and may or may not result in any damage due to, inter alia, but not exclusively, the destruction, loss, use, modification or unauthorised disclosure of or unauthorised access to data transmitted, stored or otherwise processed, all this regardless of the cause of the aforementioned data loss and/or breach, and regardless of the platform where the aforementioned data loss and/or breach occurs.
Clause 11 Lending a notebook with associated software
11.1 PIEK bv shall for each training participant lend to the participant a notebook with associated software, IPC Standards and PIEK household documents during the training service, course, education,
training, exams, challenge tests and IPC registration records.
11.2 The training participant/user shall not be permitted to change or delete settings on this notebook other than within the permitted functionality of the installed software.
11.3 The training participant/user shall not be allowed to temporarily or permanently disable and/or render unusable the security features installed on the notebook (including any virus scanner and personal firewall) in whole or in part.
11.4 The training participant/user shall not be allowed to install any kind of software on that notebook.
11.5 The participant shall not be allowed to download or install any software or other programmes or apps “applications” on the notebook.
11.6 No part of the stored software, IPC Standards and PIEK household documents and other data may be copied or reproduced on a computerised data file, or disclosed, in any form or in any other manner, whether electronically, mechanically, by photocopying or recording, or be digitally transmitted in any other manner, without the prior written consent of PIEK bv. Despite all care taken by PIEK bv in the compilation, configuration and setting up of the notebook and related software and PIEK household documents, PIEK bv cannot be held liable in any way for any damage arising from any incorrect representation or interpretation of those documents. All information in the aforementioned IPC Standards and PIEK household documents is exclusively intended for the user or training participant/user of a training service, course, education or training and/or exam. Use of this information by others than the user or training participant to a training service, course, education or training and/or exam is strictly prohibited. Publication, reproduction, distribution and/or provision of this information to third parties – in any form whatsoever – is not permitted either.
Clause 12 Use of IPC Standards
12.1 All IPC Standards and other documents which PIEK bv lends to the training participant/user during his training service, course, education, training exam and/or challenge test shall enjoy the protection of, inter alia, copyright. The training participant/user only receives one simple, non-transferable right of use for personal use. The training participant/user or third parties are not permitted in any form whatsoever to alter the content or the editorial layout of these IPC Standards and other documents – not even partially – or to make any other adjustments or changes to them or use them in any form whatsoever, or to copy, reproduce, disclose or digitally transmit them, place them on the internet or any other networks for payment or free of charge, or to imitate, resell or use them for commercial purposes.
Clause 13 Costs and payment
13.1 The amount of the costs of the training service, course, education, training, exam, challenge test, IPC registration, document, material and transport costs shall be the amount applicable at the time that the training starts and that is stated in the Assignment Confirmation/Agreement received.
13.2 If the Cost Bearer is a person other than the Other Party, that Cost Bearer must co-sign the Assignment Confirmation “for approval” on behalf of the Other Party. Such signature or any lack of signature shall not prejudice the Other Party’s liability.
13.3 Payment of the charges under 13.1 must be made (in full) within 10 days of the invoice being sent.
13.4 All costs stated by PIEK bv are net prices, i.e.:
Exclusive of any applicable sales tax or VAT, which costs shall be added by PIEK bv.
Exclusive of any shipping costs (only applicable if the participant wishes to receive the required Training Materials (standard materials and/or documents) in advance for preparation, or if the participant wishes to receive additional documents during the training participation).
Excluding any individual travel, accommodation, lodging and other costs, which are all at the expense of the Other Party or training participant.
13.5 PIEK bv is entitled to be informed by third parties about the creditworthiness of an Other Party who has applied for the Course. This may influence the payment conditions offered. If the creditworthiness changes adversely, PIEK bv is entitled to demand additional security and/or set other conditions and/or to not perform the Agreement and/or to rescind it without being liable for damages.
13.6 Payment of the Price shall be due at the latest on the payment due date as stated on the relevant invoice. PIEK bv shall apply a term of payment of 14 days.
13.7 The Other Party shall be in default by operation of law, without any additional notice of default being required, from the date on which the applicable payment term has expired and the invoice amount due has not been paid in full. If the Other Party has not paid the invoice amount due, PIEK bv may charge the Other Party statutory (commercial) interest with effect from the date on which the original payment term has expired.
13.8 Any extrajudicial or judicial collection costs shall be borne in full by the Other Party, with a minimum of 15% of the outstanding amount.
13.9 Other Parties shall at all times remain responsible for obligations arising from the Agreement with PIEK bv. Even if the payment has been or will be transferred to a third party, such as an employer or Cost Bearer.
Clause 14 Definitive cancellation of a training (Face-to-Face regional and Online Training)
14.1 If the training participant/participant/Cost Bearer wishes to cancel a training booked with PIEK bv without proposing an alternative training date, PIEK bv shall immediately charge the following cancellation fees:
25% of the total training costs (excluding IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration in case of cancellation between 15 and 30 days before the start of the booked training;
50% of the total training costs in case of cancellation between 8 and 14 days before the start of the booked training;
80% of the total training costs in case of cancellation 7 days or less before the start of the booked training.
Clause 15 Definitive cancellation of a “Face-to-Face” training (In-Company training at the customer’s premises)
15.1 If the Other Party wishes to cancel a training booked with PIEK bv without proposing an alternative training date, PIEK bv will charge the following cancellation fees:
– In case of cancellation up to 31 days before the start of the booked training: 25% of the training costs (excluding IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% of the travel ticket(s) and hotel accommodation costs.
– In case of cancellation between 15 and 30 days before the start of the booked training: 50% of the training costs (excluding IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% of the travel ticket(s) and hotel accommodation costs.
– In case of cancellation between 8 and 14 days before the start of the booked training: 80% of the training costs and 100% of the IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% of the travel ticket(s) and hotel accommodation costs.
– In case of cancellation 7 days or less before the start of the booked training: 90% of the training costs and 100% of the IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% of travel ticket(s) and hotel accommodation costs.
Clause 16 Rescheduling of a training course (Face-to-Face In-Company training (training at the customer’s premises)
16.1 If the Other Party wishes to reschedule a training course booked with PIEK bv once, PIEK BV will charge the following transfer costs:
– In case of cancellation up to 31 days before the start of the booked training: 15% of the training costs and excluding the costs of IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% cost of travel ticket(s) and hotel accommodation costs.
– In case of relocation between 15 and 30 days before the start of the booked training: 30% of the training costs and excluding the cost of IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% cost of travel ticket(s) and hotel accommodation costs.
– In case of relocation between 8 and 14 days before the start of the booked training: 50% of the training costs and including the cost of IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% cost of cost of travel ticket(s) and hotel accommodation costs.
– In case of relocation between 7 days or less before the start of the booked training: 60% of the training costs and including the cost of IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration and 100% cost of cost of travel ticket(s) and hotel accommodation costs.
Clause 17 Definitive cancellation of a booked IPC exam or Challenge Test.
17.1 In case of cancellation less than 10 days prior to the start of the booked IPC exam or challenge test, PIEK bv shall charge the following travel costs:
100% of the total costs, such as IPC registration/exam fees (IPC Certificate, Policies and Procedures (P&P), Exam(s), IPC exam(s) registration.
17.2 The training participant or training location specified on the registration form can be allocated (free of charge) to a substitute person up to 11 days before the start of the exam, provided that this person meets the specified (training) and/or exam entry requirements; this must be submitted (exclusively) in writing to PIEK bv by e-mail or by post.
17.3 All changes that relate to the details as stated on the registration form submitted earlier, and all other deviating agreements, cancellations, relocations and other changes must always be submitted to PIEK BV in writing by e-mail or by post.
Upon approval, PIEK bv will always confirm these submitted cancellation(s), relocation(s) and other change(s)/(different) agreements in writing by e-mail to the participant/Other Party or the Cost Bearer of the Other Party.
17.4 Changes by IPC
Each change – made by and under responsibility of IPC – in the broadest sense of the word, may influence the content, training times, training dates, training price, costs of the Training Materials and exams and/or challenge test. Each IPC certification training course offered by PIEK BV shall also be subject to the accompanying exam and/or challenge test. The prices mentioned in the (non-binding) PIEK offer/quotation may change as a result. PIEK bv cannot be held responsible in any way for any unforeseeable – interim – price changes resulting from this. PIEK bv will pass on the price changes involved in this in full – whether or not on the basis of subsequent calculation – to the Other Party.
Clause 18 Price increase
18.1 If PIEK bv has agreed a certain price with the Other Party, PIEK bv shall nevertheless be entitled to increase the price: PIEK bv may charge the price applicable at the time of delivery according to its current Assignment Confirmation/Agreement. This may not be done within three months after the (original) price has been agreed, and furthermore, in the event of a price increase, PIEK bv must give the Other Party the opportunity to (prematurely) terminate the Agreement in connection with that price increase.
Clause 19 Confidentiality
19.1 Naturally, training and services include a confidentiality clause:
– The parties shall not in any way disclose to third parties any information received in the execution of the Assignment Confirmation / Agreement, in whatever form, from the Other Party of which they know or can reasonably suspect the confidential nature, except to the extent that any statutory regulation or a court order obliges them to disclose it.
– The Parties shall require their Staff to comply with this confidentiality obligation and warrant that these persons and any auxiliary persons comply with that obligation.
19.2 PIEK bv may not make the results of the services rendered available to any third parties in any form whatsoever, nor provide any information about them to third parties, unless the Other Party has expressly consented thereto in writing. The Other Party may attach conditions to this consent.
19.3 PIEK bv shall make all data (written documents, samples, etc.) in its possession within the framework of the execution of the Assignment Confirmation / Agreement available to the Other Party within 10 working days after termination of the relevant work, with the exception of those data which PIEK bv is obliged to retain pursuant to laws and/or regulations and/or the professional rules applicable and generally accepted.
Should the Other Party not respond in writing within the term of the stipulated 10 working days, all such data (written documents, samples, etc.) will be destroyed in accordance with the German industrial safety standard for the destruction of data carriers, DIN Standard 66399.
This includes paper, documents as well as digital data carriers such as tapes, hard disks, DVDs, USB sticks and CDs, etc.
Clause 20 Reservation of Ownership
20.1 The goods delivered by PIEK bv shall remain the property of PIEK bv until the Other Party has fulfilled its obligations under all Agreements concluded with PIEK bv, also with regard to any services previously performed or to be performed by PIEK bv under the Agreement(s).
20.2 Goods delivered by PIEK bv which are subject to reservation of ownership pursuant to paragraph 1, may be resold only within the framework of normal business operations. The Other Party shall not be authorised to pledge these goods or to establish any lien or other right on them.
Should the Other Party act in breach of this prohibition, it shall forfeit an immediately due and payable penalty, not subject to judicial mitigation, of € 10,000 per breach, without prejudice to the right of recourse for the damage actually sustained.
20.3 If the Other Party fails to fulfil its obligations or if there is a well-founded fear that it will fail to fulfil its obligations, PIEK bv shall be entitled to remove or have removed from the Other Party or any third parties holding the goods on behalf of the Other Party the already delivered goods to which the reservation of ownership referred to in paragraph 1 applies. Insofar as required, PIEK bv shall already now for then be expressly authorised by the Other Party to do so. The Other Party shall otherwise be obliged to fully cooperate in the above, on pain of forfeiture of a penalty of 10% of the principal amount owed by it per day, without prejudice to the right to recover the damage actually suffered.
20.4 If third parties wish to establish or enforce any right to the goods delivered under reservation of ownership, the Other Party shall be obliged to inform PIEK bv thereof as soon as reasonably possible.
20.5 The Other Party undertakes at the first request of PIEK bv:
– to insure and keep insured the goods delivered under reservation of ownership against damage caused by fire, explosion or water, and against theft, and to present the policy of this insurance for inspection;
– to pledge all claims of the Other Party against insurers with regard to the goods delivered under reservation of ownership to PIEK bv in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– to pledge the claims which the Other Party has acquired against its buyers from the resale of goods delivered by PIEK bv under reservation of ownership to PIEK bv in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– to mark the goods delivered under reservation of ownership as the property of PIEK bv;
– to otherwise cooperate with all reasonable measures that PIEK bv wishes to take to protect its ownership right with regard to the goods and which do not unreasonably impede the Other Party in the normal operation of its business.
Clause 21. Intellectual property rights
21.1 Unless otherwise agreed in writing, the copyright and all other intellectual property rights in Training Materials, further referred to as: ‘(the) Training Materials’, shall always remain vested in PIEK bv.
21.2 The use of the aforementioned Training Materials and non-binding offers or training programmes other than for the purpose of the own study of course participants or other persons of PIEK bv is prohibited. In particular, no reproductions and/or photocopies or digital copies in any form whatsoever may be made of the Training Materials, non-binding offers and training programmes provided by PIEK bv without the express prior written consent of PIEK bv, nor may they be made available or made available for inspection to any third parties or be otherwise reused.
21.3 The Training Materials that a training participant or other person receives for the purpose of his study may be retained by the Other Party after full payment of the agreed invoice amount.
21.4 Should the Other Party act in violation of one of the prohibitions expressly referred to in this Clause, it forfeits an immediately due and payable penalty, not subject to judicial mitigation, of € 1,000.00 per violation, increased by € 100.00 per day that the violation continues, all this without prejudice to recovery of the damage actually suffered.
Clause 22. Defects; complaint periods
22.1 The Other Party must (let others) inspect the delivered goods upon delivery, or as soon as possible thereafter, but no later than three working days after delivery. In that, the Other Party must check whether the delivered goods comply with the Agreement, and more specifically:
– whether the right goods have been delivered;
– whether the delivered goods correspond to the agreed quantity;
– whether the delivered goods meet the agreed quality requirements or – if these are lacking – the requirements that may be set for normal use.
22.2 If visible defects or shortages are established, the Other Party must report these to PIEK bv in writing within three working days after delivery. Non-visible defects must be reported by the Other Party to PIEK bv within three working days after discovery, but no later than within 15 days after delivery.
22.3 If visible defects or shortcomings are discovered in respect of IPC Standards or IPC documents, PIEK bv shall reject them resolutely, and the Other Party must directly within three working days after their discovery contact the IPC helpdesk in the USA
22.4 If a complaint is handled after the expiry of the period specified in the previous paragraph, this shall be done entirely without obligation and without the Other Party being able to derive any rights therefrom.
22.5 Even if the Other Party complains in time, its obligation to pay and take delivery of orders placed shall continue to exist. Goods may only be returned to PIEK bv with the prior written consent of PIEK bv.
22.6 In the absence of a complaint or by payment of the invoice within 10 days of the invoice date, any appeal to any disputation of the invoice and/or ascription on any account whatsoever will lapse by way of determination pursuant to Article 7:900 of the Dutch Civil Code, and consent to the invoice is established. Any dispute shall not prejudice the Other Party’s payment obligation.
22.7 All claims of the Other Party shall in any event lapse due to the passage of 12 months from the time that the facts on which the claim is based become known or should reasonably have become known to the customer, unless the claim is submitted to PIEK bv in writing and with reasons within that period, and, if this takes place after the aforementioned 12-month period, at the latest within three months thereafter, unless another expiry period applies. Notwithstanding the above, in any event, every possible claim against PIEK bv shall lapse 1 year after the termination of the specific order. Proof of the time of becoming aware of (the first of such) facts shall by virtue of Article 7:900 of the Dutch Civil Code lie with the Other Party. If the assignment is terminated, the expiry period will in any event – and independently of the foregoing – run from the date of performing the last work with respect to that specific assignment. For invoices, the term of becoming known within the framework of this Clause is five days after the invoice date.
Clause 23 Indemnification
23.1 The Other Party shall indemnify PIEK bv against all claims of third parties which directly or indirectly (may) arise from or are (or may be) related to the work or other services performed by PIEK bv on behalf of the Other Party.
Clause 24 Force majeure
24.1 PIEK bv shall in no case be liable for (the consequences of) non-performance or non-timely performance of its obligations due to force majeure. In the event of force majeure, PIEK bv shall be entitled to either extend the agreed duration for the execution of the order by the duration of the force majeure, or to cancel the Agreement or the non-executed part thereof respectively, without then being obliged to pay any damages.
24.2 Force majeure shall include war, threats of war, mobilisation, insurrection, state of siege, sabotage, quarantine, traffic disturbances, storm, fog, lightning strike, malfunction, interruption or failure of internet connection, earthquakes or other natural disasters, flood, high and low water, frost, freezing, floating ice, strike or lockout, fire, pandemic, epidemic, earthquake and other serious disturbances in the business of PIEK bv, disruptive legal provisions, governmental restrictions as well as any impeding circumstance which does not exclusively depend on the will of PIEK bv, even if it could have been foreseen at the time of the conclusion of the Agreement.
24.3 The Other Party’s financial and other obligations that arose before the force majeure occurred shall remain in force despite the (temporary) force majeure.
Clause 25 Processing personal data
25.1. Insofar as PIEK bv processes personal data for the Other Party as a processor as referred to in the General Data Protection Regulation within the framework of the execution of the Agreement, PIEK bv shall guarantee the application of appropriate technical and organisational measures, so that the processing fulfils the requirements of the General Data Protection Regulation and the protection of the data subjects is ensured. PIEK bv shall only process personal data on behalf of and on the basis of written instructions of the Other Party, subject to deviating statutory provisions.
Clause 26 Null and void provisions
26.1 If one or more provisions of these General Terms and Conditions or the Agreement prove to be void or are nullified by the court, the remaining provisions of these General Terms and Conditions or the Agreement shall retain their legal force. The parties shall consult on the void or nullified provisions in order to reach a replacement arrangement. The replacement arrangement shall not affect the purpose and purport of these General Terms and Conditions or the Agreement.
Clause 27 Applicable law and competent court
27.1 Legal acts with the Other Party and/or the Cost Bearer shall be governed by Dutch law.
27.2 Only the District Court of Limburg, location Maastricht, is competent to take cognisance of any disputes between the parties.