Terms and Conditions
Article 1: Scope
1.1 These general terms and conditions of delivery apply to orders and to all offers and agreements whereby inQC Quality Services B.V. is a party, unless expressly agreed otherwise in writing.
1.2 All offers are without obligation. Any purchase or other conditions of the client do not apply, unless these have been agreed by inQC Quality Services B.V. and have been expressly accepted in writing.
Article 2: Entering into An Agreement
2.1 Agreements and further agreements, which have not been entered into in writing, are only binding after written confirmation from inQC Quality Services B.V.
2.2 The obligations of inQC Quality Services never go beyond to what has been confirmed in writing.
Article 3: Quotation and Formation Agreement
3.1 All written offers of inQC Quality Services are without obligation and valid for 14 days after date, unless expressly stated otherwise in writing in the offer.
3.2 If the client has not accepted the offer within the aforementioned period, the offer will lapse unless an extension of the offer has been agreed in writing. After the offer has expired inQC Quality Services is entitled to change the offer.
3.3 The offer is based on the information provided by the client, whereby inQC Quality Services may rely on its correctness and completeness.
3.4 An agreement is only concluded if the client and inQC Quality Services have both signed the acceptance of the offer, or the order confirmation, in writing.
Article 4: Cooperation by the Client
4.1 Client will always provide all data or information that is useful and necessary for the proper execution of the agreement and provide full cooperation.
4.2 The Client guarantees the correctness, completeness and reliability of the information provided, even if it comes from third parties.
4.3 If the execution of the agreement is delayed because the client does not fulfill its stated obligation or the information provided by the client does not comply with the provisions, the resulting additional costs will be borne by the client and the inQC Quality Services is authorized to charge for the additional work that has become necessary as a result.
Article 5: Execution
5.1 inQC Quality Services assumes a best efforts obligation in the implementation of the agreement and will execute this agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship.
5.2 inQC Quality Services will take the reasonable wishes of the client into account as much as possible when executing the agreement, provided that this is conducive to proper performance of the agreement.
5.3 If and insofar as a proper execution of the agreement requires this, inQC Quality Services has the right to have certain activities performed by third parties.
Article 6: Changes and Additional Work
6.1 The parties may agree in the interim that the approach and scope of the agreement and/or the resulting activities will be expanded or changed. Additional work will only be provided if a further written agreement has been signed by the parties.
6.2 The Client accepts that changes to the work as referred to in Article 6.1 may affect the agreed or expected time of completion of the agreement.
6.3 If in the opinion of inQC Quality Services a change in the implementation of the agreement is necessary to meet the obligations towards the client, inQC Quality Services is authorized to make that change in reasonableness and fairness.
Article 7: Fee
7.1 When the agreement is concluded, the parties can agree on a rate per hour or a fixed fee.
Article 8: Price and Payment
8.1 Payment by the client must be made within 14 days of the invoice date, without discount or set-off by transfer to a bank designated by inQC Quality Services designated bank account.
8.2 If the client does not pay the amounts due within the agreed term, he will be in default without notice of default. inQC Quality Services is authorized to hand over the claim, in which case the client will pay in addition to the total amount due at that time amount will also be held to reimbursement of extrajudicial collection costs, the amount of which is set at 15% of the total amount due, and of any legal costs.
8.3 Does the client object to an invoice from inQC Quality Services, the client will notify this within 14 days of the date of the invoice. The Client has up to 14 days after the date of the invoice to substantiate this objection in writing. If the client has not complied with the above, the client is deemed to have accepted the invoice.
8.4 All prices are exclusive of VAT/BTW and other levies imposed by the government.
Article 9: Terms
9.1 Exceeding an agreed delivery period does not entitle the client to cancel the agreement, or to refuse the purchase of or payment for services, unless he inQC Quality Services has set a reasonable term for delivery in writing and inQC Quality Services will also not have fulfilled its obligations within this period.
Article 10: Force Majeure
10.1 In the event of force majeure, the delivery and other obligations of inQC Quality Services suspended.
10.2 In that case inQC Quality Services required to deliver as soon as reasonably possible. Force majeure is equated with unforeseen circumstances with regard to persons and / or material of which inQC
10.3 Quality Services uses or tends to use during the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so inconvenient and/or disproportionately expensive that prompt compliance with the agreement is not reasonably of concern.
10.4 The following qualify as such circumstances: government measures, business , traffic and/or transport disruptions, disruptions in the delivery of a finished product, raw materials and/or resources, illness of deployed personnel, strikes, lockouts, impediments by third parties, unforeseen by both parties. technical complications etc. If inQC Quality Services has already partially fulfilled its obligations at the onset of the force majeure, inQC Quality Services is entitled to invoice the already delivered separately and the client is obliged to pay this invoice as if it concerned a separate transaction.
Article 11: Liability
11.1 Except insofar as this is impossible under Dutch law, any liability of inQC Quality Services is limited to the amount paid out by its liability insurance in the relevant case. If, for whatever reason, no payment is made by that insurance, any liability is limited to compensation for direct damage up to a maximum of the amount of the contract sum declared up to the time of the error.
11.2 The total liability of inQC Quality Services due to attributable failure to comply with the agreement is limited to compensation for direct damage up to a maximum of the amount of the contract sum declared up to the time of the error.
11.3 For assignments with a duration longer than 1 year, the reimbursement is limited to a maximum of 1 times the annual fee.
11.4 The liability of inQC Quality Services due to an attributable shortcoming in the fulfillment of the agreement only arises if the client inQC immediately and properly declares Quality Services in default in writing, stating a reasonable term to remedy the shortcoming, and in QC Quality Services continues to fail attributably in the fulfillment of its obligations after that period.
11.5 inQC Quality Services is not liable for damage caused by the client's failure to provide correct information in a timely manner, which in QC Quality Services, in its opinion, is necessary for the proper execution of the agreement.
11.6 Apart from the liability referred to in Article 11, paragraph 1, rests on inQC Quality Services does not accept any liability for compensation towards the client and/or third parties, regardless of the grounds on which an action would be based.
11.7 A claim lapses in any case, if inQC Quality Services has not been notified in writing of the claim within one year of the discovery of an event or circumstance that gives rise or may give rise to liability.
Article 12: Cancellation
12.1 inQC Quality Services reserves the right to cancel agreements in whole or in part in the event of such a change in law, regulations, case law or (semi-) government policy that compliance no longer reasonably applies. In such cases, inQC Quality Services is required to inform the client of the cancellation in writing. In such cases, the latter is not entitled to claim compensation.
Article 13: Termination
13.1 Premature termination of an agreement is only possible if the parties have expressly agreed to this in writing or subject to payment of the amount due until the original end of the agreement, unless the parties have agreed on a different payment in writing.
Article 14: Applicable Law
14.1 Dutch law applies to all agreements.
Article 15: Disputes
15.1 All disputes between inQC Quality Services and the client that may arise as a result of this Agreement or agreements and deeds resulting from it, will in the first instance be settled by means of legal proceedings before the competent court in Rotterdam.
15.2 All reasonable judicial and extrajudicial costs incurred as a result of non-compliance by the client with obligations arising from the agreement will be borne by the client.
Article 16: Final Provision
16.1 inQC Quality Services is authorized to change these general terms and conditions. The most recently filed version of the general terms and conditions always applies.
16.2 If one or more provisions of these general terms and conditions prove to be null and void or are annulled, these general terms and conditions will remain in effect for the rest. The void or voided provision(s) will then be replaced by a legally valid provision that approaches the void or voided provision(s) as closely as possible in terms of content, scope and effect.
16.3 The Client is not entitled to transfer its rights and obligations under the agreement without the prior written consent of inQC Quality Services.
Last Updated: February 2025