Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. General

a. The following terms and conditions apply to every offer, assignment or agreement from or with ComGen Solutions B.V. (hereinafter referred to as "ComGen"), unless ComGen has expressly stated otherwise in writing;
b. ComGen expressly rejects the general terms and conditions of the client or third parties and do not bind ComGen.

2. Quotations and acceptance

a. All offers, quotations and quotations made by or on behalf of ComGen are without obligation, even if they have been accepted by the client.
b. An offer or quotation made by ComGen is valid for 14 days from the date of the quotation.
c. Binding agreements are only concluded by written confirmation of the order by ComGen.

3. Prices

a. All agreed prices are exclusive of VAT, unless otherwise stated;
b. If, in the period between the date of the order and the date of delivery of the goods or services, ComGen experiences an increase in the cost price, including but not limited to, an increase in production costs, wages, raw materials, taxes or import duties, ComGen is entitled to pass on this increase to the client.
c. In the case of the provision of services, ComGen reserves the right to change the rates. These changes will be notified to the Client no later than two months before they take effect.
d. If the (cost) price increase as referred to in paragraphs b. and/or c. exceeds 10%, the client is entitled to terminate the agreement on the date of entry into force of the amendment.

4. Delivery and delivery time

a. Delivery of goods and services will take place at the address specified by the client. Transport to the place of destination will take place at the expense and risk of the client, unless otherwise agreed;
b. Development and placement of an Internet site takes place as soon as possible after written order, registration of a domain name and delivery of data and promotional material, or at a time to be agreed at a later date;
c. The delivery time is always determined as accurately as possible and in consultation with the client, but it is never fatal. ComGen has only an obligation to perform to the best of its ability in this regard. Exceeding the announced or agreed delivery time never gives the client any right to compensation, nor the right to cancel the order or a right to refuse goods upon receipt.

5. Duration, decommissioning and termination

a. An agreement with a client is entered into for an indefinite period of time with a minimum term of 12 months, unless otherwise agreed;
b. ComGen has the right to (temporarily) put delivered products and services out of commission and/or to limit their use if the Client fails to comply with any obligation under the agreement or acts in violation of the agreement or these general terms and conditions. ComGen will notify the Client of this in advance, if applicable. The obligation to pay what the client owes also remains in place during the decommissioning;
c. In the event of decommissioning, commissioning will only be resumed if Client has fulfilled its obligations within a period set by ComGen and has paid a fixed amount for re-commissioning;
d. An agreement in which an early termination or termination option is provided can only be terminated in writing at the end of a calendar month and after the expiry of the minimum term and with due observance of a notice period of 3 (three) months;
e. ComGen may unilaterally terminate the agreement with immediate effect if the client does not fulfil one or more of its obligations towards ComGen, or does not do so properly, does not do so in a timely or complete manner, or acts in breach thereof. In the event of such termination, the client remains fully and unquestionably obliged to comply with its financial obligations under the agreement in full, without prejudice to ComGen's right to full compensation.
f. ComGen has the right to terminate the agreement with immediate effect without notice of default or judicial intervention if:

the client has been declared bankrupt, has applied for or obtained a suspension of payments or has otherwise lost the freedom of management or his assets;
the Client's business is liquidated or terminated;
the client does not comply with the Acceptable Use Policies (AUPs) for the use of the Internet;
disseminates information that is in conflict with (inter)national laws and regulations;
disseminates information that is contrary to generally accepted norms and values and morality;
the Client disseminates information that is discriminatory with regard to appearance, race, religion, gender, culture, origin or can otherwise be called offensive.

6. Obligation to provide information and cooperate

a. Client is obliged to provide ComGen with all data and/or information required for the correct execution of the agreement in a timely manner;
b. The Client must always provide ComGen with all the cooperation required and reasonable for the success of the agreement.
c. A breach of the obligations referred to in paragraphs a. and b. of this article does not relieve the Client of its obligation to fulfil its financial obligations under the agreement, even if it is unable to use ComGen's products or services.

7. Advertising

a. The Client must submit a complaint in writing for visible defects no later than 14 days after delivery and in the case of defects that are not visible within 14 days after he has discovered or could reasonably have discovered the defect. In the absence of a timely complaint, any claim against ComGen will lapse.
b. If the complaint is justified, the products or services provided will be adjusted, replaced or reimbursed after consultation.
c. A complaint by or on behalf of the client does not suspend the obligations of the client.

8. Payment

a. Unless otherwise agreed, payment must be made in Euros and within 14 days of the invoice date.
b. Any complaints or (temporary) decommissioning do not suspend the client's payment obligations;
c. If the agreed or applicable payment term is exceeded, the client will owe the statutory default interest as well as the judicial and extrajudicial collection costs without further demand or notice of default, whereby the extrajudicial collection costs will be fixed at 10% of the agreed price;
d. If delivery in parts has been agreed on different dates, ComGen is entitled to suspend its deliveries during the period that the client remains in default of payment of what it owes.

9. Intellectual property rights

a. The products, formats, software, designs, etc. manufactured and developed by ComGen belong to ComGen and remain the (intellectual) property of ComGen at all times. Client must respect ComGen's rights at all times.
b. The Client is permitted to download and use the software present on the ComGen website that is not subject to any (intellectual) property rights or on which such (intellectual) property rights are explicitly not exercised (so-called Freeware).
c. Client must respect the intellectual property rights with regard to protected software and/or other works of third parties (including so-called Shareware) and he indemnifies ComGen with regard to any claim of these third parties.

10. Retention of title

a. The license to use the delivered products will only be transferred to the client if the client has paid ComGen all that it owes under the agreement existing between the parties. The client is therefore not permitted, as long as the licence to use the products has not yet been paid in full, to alienate, pledge or encumber the licence of use or the products in any other way, or to dispose of them in any way whatsoever.
b. The provisions under a. only do not apply if the client acts as a reseller of ComGen's products with the written consent of ComGen.

11. Transfer of rights and obligations

a. Client is not entitled to sell, transfer, pledge or otherwise encumber the rights and obligations arising from the agreement with ComGen to a third party, unless ComGen has given written permission to do so.

12. Warranty

a. Unless otherwise agreed, ComGen undertakes, for a period of three (3) months after delivery of a product or service, in the event of defects in (parts of) the delivered product or service, to replace or repair it at ComGen's discretion or – in the case of a service – to redeliver it, without charging labor or material costs. The products or parts thereof to be repaired or replaced must - if necessary and applicable - be sent to ComGen carriage paid;
b. If the client so wishes, the warranty work can also be carried out elsewhere against payment of travel and accommodation costs, transport costs for test equipment, etc.;
c. If the Client concludes a maintenance contract with effect from the delivery date, the costs referred to in paragraph a. will not be charged during the maintenance period;
d. Any right to warranty is lost if the defect or defect is due to improper use of the delivered products or if it appears that repairs have been carried out by third parties on the delivered products.

13. Liability

a. If and to the extent that ComGen is dependent on the cooperation, services and deliveries of third parties in its activities, deliveries or products, it will not accept any liability for any form of damage, by whatever name, arising from ComGen's relationship with these third parties or the termination thereof, regardless of whether the damage arises or becomes visible during the relationship of such third party with ComGen;
b. Without prejudice to the provisions of paragraph c. of this article, in the event of an attributable failure in the performance of the agreement by ComGen, ComGen is only liable for and obliged to compensate the value of the performance that has not been performed. Any liability of ComGen for any other form of damage, including indirect or consequential damage, by whatever name, suffered by the client or by third parties, is expressly excluded.
c. ComGen shall never be liable beyond the amount paid out by its business liability insurer, as the case may be, and in addition, ComGen's liability shall in any case be limited to the invoice value of the product or service that has been found to be defective.
d. Client indemnifies ComGen against all claims for damage suffered, by whatever name, that third parties may assert as a result of or in connection with the use of the products and services provided by ComGen to Client.
e. ComGen does not accept any liability for damage in any form whatsoever that is or is caused by the transmission of confidential or secret information via the internet. ComGen is also never liable for inadequate security or misuse by third parties of the data that is stored digitally;
f. ComGen is not responsible or liable for the content of the promotional material provided by the client.
g. The Client is liable for all damage that ComGen suffers or will suffer as a result of a shortcoming attributable to the Client in the fulfilment of any obligation arising from the agreement and from these terms and conditions, including image damage and consequential damage and other indirect damage;
h. The Client must immediately notify ComGen in writing of any change in the Client's details. If the Client fails to do so, the Client will be liable for any damage suffered by ComGen, the Client itself or third parties as a result.

14. Force Majeure

a. ComGen has the right, if circumstances arise during the execution of the agreement that result in force majeure or qualify as force majeure, to terminate the agreement, or to suspend the delivery period;
b. Force majeure with regard to the agreement is understood to mean everything that occurs or any circumstance or event that occurs outside the direct sphere of influence of ComGen and/or that should not reasonably be for its account and risk.
c. In the event of force majeure, ComGen will never be obliged to pay any form of compensation.
d. If the (situation of) force majeure continues for more than 3 months, both ComGen and client have the right to dissolve the agreement without a party being entitled to or obliged to pay compensation in that case.

15. Privacy and confidentiality

a. The Client must be regarded as the "controller" pursuant to the Personal Data Protection Act. The Client must ensure the protection of (personal) data that is processed/processed/transmitted by ComGen's products;
b. In addition, to the extent that ComGen is to be regarded as a "processor" within the meaning of the Personal Data Protection Act, it is obliged to ensure the protection of personal data with which it comes into contact during the execution of the agreement.
c. The Parties guarantee each other confidentiality with regard to all information received from the other Party of which they know or should reasonably know that they must remain secret.

16. Modification of the terms and conditions of delivery and sale

a. Comgen Solutions reserves the right to change or supplement these terms and conditions;
b. Amendments also apply to agreements that have already been concluded, subject to a period of 2 months after written notification of the amendment;
c. If the client does not wish to accept a change to these terms and conditions, the client is entitled to terminate the agreement on the date of entry into force of the change.

17. Applicable law and choice of forum

a. All agreements to which these terms and conditions apply are governed by Dutch law.
b. All disputes arising from or related to the agreement or agreements related to or arising from it will be submitted exclusively to the competent court within the District of Rotterdam for settlement;
c. If one or more articles of these terms and conditions are declared invalid by court decision, the other provisions of these general terms and conditions will remain in full force and effect and ComGen and the client will consult in order to agree on new provisions to replace the null and void or nullified provisions, whereby the purpose and purport of the null and void provisions as much as possible or annulled provisions must be observed.

ComGen Solutions BV
Spoorhaven 92
2651 AV Berkel en Rodenrijs