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Terms & Conditions

Terms & Conditions

Version date/applicable from February 2024

HERMEQ is a supplier of temporary fencing and construction site furnishings.

HERMEQ BV is located at Energieweg 30, 2421LM, Nieuwkoop, registered in the trade register under Chamber of Commerce number 91365562 - and we own and manage this website ("Site"). HERMEQ BV is also referred to as "we" & "us" in this document.

By using this website, you agree to be bound by the Terms and Conditions described here, as well as by HERMEQ's Privacy Policy ( www.hermeq.nl/en/privacy-policy), which governs HERMEQ's relationship with you as user/customer controls. HERMEQ may make changes to these Terms and/or the Privacy Policy from time to time, and you are responsible for reviewing and notifying yourself of any such changes. Your continued use of the website or our services after any changes have been made means that you accept those changes.

Website

We do not warrant that the Site, or any content comprising it, will always be available or be uninterrupted. Access to the site (Service) is permitted on a temporary basis. We may suspend, withdraw, discontinue or change the Service or any part thereof without notice. We will not be liable if for any reason the Service is unavailable at any time or for any period. We may also, in our sole discretion, restrict access to certain areas of the Site.

Information on this site is provided on an "as is" basis. We are not responsible for the quality, accuracy or suitability of the information provided and it is your responsibility, as a user, to ensure that any products or information available through the site are suitable for your needs.

Orders

HERMEQ reserves the right to refuse or cancel the execution of all orders placed on the HERMEQ website. We expressly reserve the right not to accept your order for any of the following reasons:

The product is not available / in stock
Your billing information is incorrect or unverifiable
Your order is suspected of fraudulent activity
We cannot deliver to the address you provided
Force majeur
In the event of spelling errors, price changes or other errors or mistakes in the website information

Any cancellations by the customer must be formally communicated to a member of the HERMEQ team by email and confirmed before the goods are dispatched. All painted, powder coated and galvanized products must be canceled before these processes have taken place.

Discounts

Only one discount code can be used per order. HERMEQ reserves the right to refuse or cancel the use of a discount code without further discussion. The use of discount codes depends on stock availability.

Delivery

Please note that all delivery dates on the HERMEQ website are estimates. For an exact delivery date, please contact a member of our team. Customers should also note that all delivery times quoted exclude non-business days (i.e. weekends and public holidays).

Customers are requested to inspect the goods upon arrival and to inform HERMEQ within 15 minutes of delivery and in any case on the day of delivery, of any missing, defective or damaged items, if these are not on the proof of delivery/delivery note mention. Please note that materials that have been processed, installed or otherwise materially altered by the customer from the condition in which they were delivered, if damaged, defective, or not functioning properly, cannot be attributed to HERMEQ. HERMEQ is also not liable for any costs associated with the processing or installation of goods, whether defective/damaged or not.

If there are any unexpected complaints or other comments about HERMEQ products, the customer should contact an employee of our team. This way, HERMEQ can discuss a suitable solution with the customer to meet expectations as much as possible.

Terms of delivery/Rental Version date/applicable from February 2024

Definitions

The following deﬁnitions apply to these Terms.

1.1 Definitions:

1) Working day: a day, excluding a Saturday, Sunday or public holiday

2) Commencement Date: has the meaning given in Article 2.2.

3) Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

4) Agreement: the agreement between the Supplier and the Customer for the supply or rental of Goods and/or the provision of Services in accordance with this

Customer: the person or company that purchases or rents the Goods and/or purchases Services from the Supplier.

5) Products: the products stated in the Order that are supplied by the Supplier for the Customer

6) Delivery location: has the meaning given in Article 4.2.

7) Event of Force Majeure: has the meaning given in Article 16

8) Goods: the goods (or part thereof) contained in the Order

9) Specification: any specification for the Goods, including any relevant plans or

drawings, which has been agreed in writing between the Customer and the Supplier.

10) Intellectual property rights: patents, rights in inventions, copyright and related rights, moral rights, trade and service marks, company names and domain names, trade dress rights, goodwill and the right to bring an action for infringement or unfair competition, rights to designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for, renewals or extensions of, and rights to claim priority of, such rights and all similar or equivalent rights or forms of protection now or hereafter existing or hereafter existing anywhere in the world

11) Order: the Customer's order for the supply or rental of Goods and/or the provision of Services, as set out in the Customer's purchase order form, or the Customer's written acceptance of the Supplier's quotation, or overleaf , depending on it

12) Services: the installation and other related services, including the Products, provided by the Supplier to the Customer as set out in the Specification, or as otherwise agreed in writing between the Customer and the Supplier.

13) Supplier: HERMEQ BV

14) Supplier Materials: has the meaning given in clause 8.1(g).

1.2 Interpretation:

(a) A person includes a natural person, a legal person or an unincorporated body (with or without separate legal personality).

(b) A reference to a party includes its successors and assigns

(c) A reference to legislation or a provision of law is a reference to that legislation as amended or re-enacted and includes any secondary legislation made under that legislation or provision of law.

(d) Words following the terms including, including, in particular, for example or similar expressions are to be construed as illustrative and do not limit the meaning of the words, description, deﬁnition, phrase or term preceding such terms.

(e) A reference to writing includes email.

2. Basis of the contract

2.1 The Order constitutes an offer by the Customer to purchase, hire and/or install Goods in accordance with these Terms.

2.2 The Order will only be deemed to have been accepted when the Supplier accepts the Order in writing, at which time and on which date the Contract will be concluded (Commencement Date). An Order can only be canceled by the Customer in accordance with the provisions of Article 2.7.

2.3 Any samples, drawings, descriptive material or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services in the Supplier's catalogues, brochures or online are issued or published solely for the purpose of giving an approximate idea. providing the Services and/or Goods described therein. They do not form part of the Contract and have no contractual force.

2.4 These Terms apply to the Contract to the exclusion of any other terms which the Customer may seek to impose or incorporate or which may be implied by law, usage of trade, practice or course of dealing. The Customer's general terms and conditions are expressly rejected.

2.5 A quotation issued by the Supplier does not constitute an offer and, unless stated otherwise, is only valid for a period of 20 Working Days from the date of issue, or the end of the calendar month, whichever is earlier.

2.6 All these Conditions apply to the supply of both Goods and Services, except where the application to either is specified.

2.7 An Order may only be canceled by the Customer within 24 hours of its acceptance in accordance with Article 2.2 above. Customer may be charged a cancellation fee in accordance with the current price list. Orders with a speciﬁc bespoke design or color are non-refundable at any time after acceptance of the Order.

3. Goods

3.1 The Goods are described in the Specification or as otherwise agreed in writing between the Customer and the Supplier.

3.2 The Supplier reserves the right to change the Specification if so required by any applicable legal or regulatory requirement, or if an equivalent can be supplied which is not inferior in quality to the Goods originally specified, and the Supplier will notify such a case.

3.3 The minimum period for the rental of Goods is 4 weeks and thereafter in blocks of one week, unless otherwise agreed with the Supplier.

4. Delivery or collection of goods

4.1 The Supplier shall ensure that, prior to delivery or collection, a delivery/rental slip is sent to the Customer by e-mail stating the date of the Order, the contract number, or all relevant reference numbers of the Customer and the Supplier, the type and quantity of Goods (including the code number of the Goods, if applicable), and (any) special instructions for storage, use and return are stated:

4.2 The Supplier will deliver the Goods to the location specified in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier has notified the Customer that the Goods are ready.

4.3 The Customer must collect the Goods from the Supplier's premises or such other location as may be agreed with the Customer before delivery (Delivery Location) within three Working Days after the Supplier has informed the Customer that the Goods are ready.

4.4 Delivery of the Goods is completed when delivery of the Goods to the Delivery Location is completed.

4.5 All dates quoted for delivery of the Goods are approximate only. The Supplier will not be liable for any delay in delivery of the Goods caused by an event of Force Majeure or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the delivery of the Goods.

4.6 The Supplier shall not be liable for any failure to deliver the Goods to the extent that such failure is caused by an event of Force Majeure or the Customer's failure to provide the Supplier with adequate delivery instructions or other instructions relevant to the delivery of the Goods. Save for the reasons previously set out in this clause, the Supplier's liability for failure to supply the Goods shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality at the cheapest available market, less the price of the Goods.

4.7 Any change to the Delivery Location must be communicated to and accepted in writing at least 48 hours before the scheduled delivery date. Any change to the Delivery Location may incur additional charges.

4.8 If the Customer fails to take delivery of the Goods (for example, but not limited to, if the Customer's representatives are not available at the Delivery Location for delivery or if the Customer has not indicated that unloading was required), the Supplier will charge for the time wasted, including costs incurred if a repeat delivery trip is required. If the Supplier stores the Goods until delivery takes place, it will charge the Customer for all associated costs and expenses (including insurance).

4.9 The Customer (or someone on behalf of the Customer) will be required to sign for acceptance of the Goods purchased immediately upon delivery and confirm that the Goods are free from material defects or If the Customer signs the acceptance of delivery form to confirm this, or refuses or is unavailable to sign the form, the Customer loses the right to request a refund according to Article 5.1.

4.10 Please note that it is the Customer's responsibility to arrange the unloading of delivery vehicles unless the Customer has paid for an unloading service as part of the Services.

4.11 If ten Business Days after the day on which the Supplier has informed the Customer that the Goods were ready for delivery, the Customer has not actually taken delivery of the Goods, the Supplier may resell, re-rent or otherwise dispose of the Goods in whole or in part. and, after deduction of reasonable storage and sales costs, charge the Customer for any excess above the price of the Goods or charge the Customer for any excess below the price of the Goods

4.12 If the Supplier supplies up to 5% more or less than the quantity of Goods ordered, the Buyer may not reject them, but upon receipt of a notification from the Buyer that the wrong quantity of Goods has been delivered, the Supplier will issue the invoice for the Adjust goods pro rata.

4.13 The Supplier may deliver the Goods in installments, which will be invoiced and paid for separately. Each installment constitutes a separate A delay in delivery or a defect in one installment does not entitle the Customer to cancel another installment.

4.14 If the Goods are collected from the Supplier, the Customer must produce appropriate identification to the Supplier's satisfaction, as well as the bank card used to pay for the Goods, before they are released to the Customer.

4.15 Where Goods are to be installed by the Supplier, it is the Customer's responsibility to ensure that the Supplier has full and unrestricted access to the relevant location and to ensure that all health and safety regulations and other regulatory requirements at the site are met so that Supplier's personnel can safely complete the installation of the Goods. In the event of any claim, loss, damage or expense incurred or suffered by the Supplier, its servants or agents, arising out of access to or presence on site to carry out the installation, the Customer shall fully and effectively indemnify you against all such losses, expenses or damages.

5. Quality of goods

5.1 For the sale or rental of Goods, the Supplier warrants that upon delivery the Goods:

(a) conform in all material respects to their description and all applicable Speciﬁcations;

(b) be free from material defects in design, materials and workmanship; and

(d) be suitable for any reasonable purpose intended by the Supplier

The Customer must check the Goods for possible defects or shortages immediately after delivery and must notify the Supplier in writing within 15 minutes of completion of delivery, and no later than on the same day of delivery. If no possible defects or shortages are reported within this period, the Supplier may refuse replacement and/or reimbursement.

5.2 The Supplier will (notwithstanding clauses 5.1 and 5.3) at its option, repair or replace the defective Goods or refund all or part of the price of the defective Goods if:

(a) the Customer notifies the Supplier in writing and in a timely manner that some or all of the Goods do not comply with the conditions set out in Article 5.1;

(b) the Supplier is given a reasonable opportunity to examine such Goods; and

(c) the Supplier comes to the conclusion that there are indeed sufficient grounds for repair, replacement, or (partial) refund.

5.3 The Supplier shall not be liable for any failure of the Goods to comply with the conditions set out in clause 5.1 if:

(a) the defect arises because the Customer has failed to follow the Supplier's oral or written instructions in relation to the storage, installation, commissioning, use or maintenance of the Goods or (in the absence of these) good trade practice in relation to the same;

(b) the defect arises because the Supplier follows a drawing, design or specification provided by the Customer;

(d) the defect arises as a result of normal wear and tear, intentional damage, negligence or abnormal working conditions; or

(e) the Goods differ from their description or the Specification as a result of any changes made to ensure they comply with any applicable legal or regulatory standards, or where a replacement item of comparable quality is supplied

5.4 Refunds may take up to 28 days to process.

5.5 Subject to the provisions of this clause 5, the Supplier shall have no liability to the Customer in respect of any failure of the Goods to comply with the conditions set out in clause 5.1.

5.6 Custom made, painted or powder coated Products are non-refundable unless they are substantially defective.

5.7 If the Goods are rented by the Customer, any damage to the Goods will be charged to the Customer. Damage will be determined by the Supplier upon return to the Supplier's premises and communicated to the Customer in writing with an invoice for the amount to be paid.

6. Risk, transfer of ownership, retention of title

6.1 When Goods have been sold to the Customer, the risk in the Goods passes to the Customer on completion of delivery or collection.

6.2 If Goods have been sold to the Customer, ownership of those Goods will only pass to the Customer after the Supplier has received full payment for those Goods and for all other goods supplied by the Supplier to the Customer for which payment is due. Ownership of the Goods is only transferred at the time of payment of all these amounts (there is therefore an 'extended retention of title', see, among others, Article 3:92 of the Dutch Civil Code).

6.3 Until title to the Goods has passed to the Customer and during any rental period of the Goods, the Customer shall:

(a) store the Goods separately from all other goods in the Customer's possession so that they remain readily identifiable as the property of the Supplier;

(b) not remove, damage or deface any identifying marks or packaging on or relating to the Goods;

(c) keep the Goods in satisfactory condition and insured against all risks at the Supplier's expense for their full price from the date of delivery;

(d) grant and/or ensure the Supplier unhindered access to the Delivery Location (or other place where they are stored or used) for the collection of the Goods in circumstances where the Customer fails to comply with its obligations under this Agreement;

(e) immediately notify the Supplier if any of the events listed in Article 14.2(b) to Article 14.2(d) occur; and

(f) the Supplier shall provide such information as the Supplier may reasonably require from time to time in relation to:

(i) the Goods; and

(ii) the current financial position of the Customer.

7. Delivery of services

7.1 The Supplier shall provide the Services to the Customer in all material respects in accordance with the Specification.

7.2 The Supplier will use all reasonable efforts to meet any performance dates requested by the Customer for the Services, but such dates are estimates only and time is not of the essence for the performance of the Services.

7.3 The Supplier reserves the right to change the Specification if this is necessary to comply with applicable laws or regulations, or if the change will not materially affect the nature or quality of the Services, and the Supplier will inform the Customer in notify us in such a case.

7.4 The Supplier guarantees the Customer that the Services will be provided with reasonable care and skill.

8. Customer Obligations

8.1 The Customer will:

(a) ensure that the terms of the Order and all information it provides in the Specification are complete and accurate;

(b) cooperate with the Supplier in all matters relating to the Services;

(c) provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer's premises, office space, delivery location and other facilities as reasonably required by the Supplier for the provision of the Services;

(d) provide the Supplier with such information and materials as the Supplier may reasonably require for the provision of the Services, and ensure that such information is complete and accurate in all material respects;

(e) obtain and maintain all necessary licenses, consents and consents that may be required for the Services prior to the date on which the Services are to commence;

(f) comply with all applicable laws, including health and safety laws;

(g) retain all materials, equipment, documents and other property of Supplier (Supplier Materials) at the Delivery Location (or other place where they are stored or used) at your own risk, and not use other than in accordance with the written instructions or permission of the Supplier; and

(h) comply with any additional obligations set out in the Specification;

(i) ensure that the Supplier has unobstructed access for the unloading, installation and where applicable loading and collection of Goods at the Delivery Location, all personnel involved in the installation, loading and unloading being deemed to be under to provide guidance and supervision to the Customer;

(j) in relation to Goods hired:

(i) ensure that the Goods are kept safely, free from damage and defects (excluding weather) and available for return at the required time and manner; and

(ii) allow the Supplier access to inspect the Goods from time to time and at the end of a rental period allow the Supplier to remove the Goods without hindrance or delay; and

(iii) notify the Supplier of any damage to or theft of Goods during the rental period; and

(iv) indemnify the Supplier against all claims by any person for injury to persons or property caused by, in connection with or arising out of the storage, transit, carriage, unloading, installation, loading or use of the Goods during the rental period, and for all costs and charges in connection therewith, whether arising by law or by law. In the event of loss of or damage to the Goods, the rental charges will remain payable by the Customer at the weekly rates stated in the Order until full payment has been made;

(v) not re-rent, sub-let or otherwise transfer possession of the Goods; and

(vi) not move the Goods from the Place of Delivery unless otherwise agreed in writing with the Supplier; and

8.2 If the performance by the Supplier of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the failure by the Customer to fulfill a relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until such time as the Customer cures the Customer's Default, and to of the Customer to release him from the performance of any of his obligations, in any case to the extent that the Customer's Default prevents or delays the performance of any of his obligations by the Supplier;

(b) the Supplier shall not be liable for any costs or losses incurred or incurred by the Customer arising directly or indirectly from the failure or delay of the Supplier in the performance of any of its obligations set out in this Article 2; and

(c) the Customer shall, upon written request, reimburse the Supplier for all costs or losses that the Supplier incurs or has suffered and which are directly or indirectly a result of the Customer's failure.

9. Costs and payment

9.1 The price for Goods:

(a) is the price stated in the Order or, if no price is stated, the price stated in the Supplier's published price list at the date of delivery; and

(b) exclude all costs and charges for packaging, insurance, transport of the Goods, which will be invoiced to the Customer; and

(c) that are rented are charged per week, so if the rental falls 1 day into the following week, the entire week will be charged.

9.2 The fees for Services are calculated on a time and materials basis:

(a) the fees are calculated in accordance with the Supplier's daily rates as stated in its price list in force on the date of the Contract;

(b) the Supplier's daily allowances for each individual person are calculated on the basis of an eight-hour working day from 8:00 a.m. to 5:00 p.m. on Business Days;

(c) the Supplier has the right to charge an overtime rate of 50% of the daily rate on a pro rata basis for each part of the day or for each time worked by persons it engages for the Services outside the hours referred to in Article 9.2(b). ); and

(d) the Supplier is entitled to charge the Customer for all expenses reasonably incurred by persons engaged by the Supplier in connection with the Services, including travel expenses, hotel expenses, subsistence expenses and all related expenses, and for the costs of services provided by third parties and required by the Supplier for the performance of the Services, and for the costs of

9.3 The Supplier reserves the right to:

(a) increase the fees for the Goods or Services annually from each anniversary of the Commencement Date;

(b) increase the price of the Goods or Services, by notice to the Customer at any time before delivery, to reflect an increase in the cost of the Goods to the Supplier that is due to:

(i) any factor beyond the Supplier's control (including exchange rate fluctuations, increases in taxes and duties and increases in labor, material and other production costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or the Specification; or

(iii) any delay caused by any instructions given by the Customer in relation to the Goods or failure by the Customer to provide the Supplier with adequate or accurate information or instructions in relation to the Goods.

9.4 With regard to

(a) the sale of Goods, the Supplier will invoice the Customer prior to delivery;

(b) the rental of Goods, the Supplier will invoice weekly from the commencement date of the rental;

(c) the provision of Services, the Supplier will inform the Customer on a weekly basis. A down payment may be requested before the start of the Services. But in each of the above cases, the Supplier shall be entitled to invoice as and when costs are incurred and the date for payment of each invoice shall be as stated on the invoice or, if not, in accordance with Article 9.5 below.

9.5 The Customer will pay any invoice submitted by the Supplier:

(a) within 30 days of the invoice date or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account designated in writing by the Supplier, and

The payment term is essential to the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of VAT. If any taxable supply for VAT purposes is made by the Supplier to the Customer under the Contract, the Customer shall, upon receipt of a valid VAT invoice from the Supplier, pay to the Supplier simultaneously with the payment required for the supply of the Services or Goods, pay the additional VAT amounts due for the supply of the Services or Goods.

9.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date, the Customer shall, without limiting the Supplier's remedies under clause 14, pay statutory commercial interest on the overdue amount from the due date until payment of the overdue amount.

9.8 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in or arising from or in connection with the Services (other than Intellectual Property Rights in materials provided by the Customer) are vested in the

10.2 The Supplier grants to the Customer, or procures the direct grant to the Customer of, a fully paid, worldwide, non-exclusive, royalty-free license during the term of the Contract to use the Deliverables (except by materials supplied to the Customer) with a view to the receipt and use of the Services and the Deliverables in his company.

10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by Article 10.2.

10.4 The Customer grants to the Supplier a fully paid, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by the Customer to the Supplier for the duration of the Contract for the purpose of providing the Services to the Customer.

11. Data protection and privacy

11.1 For the applicable provisions for data protection and privacy, please refer to the HERMEQ Privacy Policy, ( hermeq.nl/en/privacy-policy),

12 Confidentiality

12.1 Each party undertakes not to disclose, at any time during the Contract, and for a period of two years after termination of the Contract, confidential information relating to the activities, business, customers, clients or suppliers of the other party or of any member of disclose to any person the group of companies to which the other party belongs, except as permitted by Article 12.2.

12.2 Each party may disclose confidential information of the other party:

(a) to its employees, officers, representatives, contractors or subcontractors or advisors who need to know such information in order to exercise the party's rights or fulfill its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisors to whom it discloses Confidential Information of the other Party shall comply with this Section 12; and

(b) as required by law, any court of competent jurisdiction or any governmental or regulatory authority

12.3 Neither party will use the confidential information of another party for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13. Limitation of liability:

13.1 The Supplier's total liability to the Customer shall not exceed the Price paid for the relevant Goods or Services. In addition, the Supplier's total liability shall not exceed the total amount paid out under the Supplier's insurance.

13.2 The limitations of liability in this clause 13 apply to any liability arising out of or in connection with the Contract, direct and indirect damages, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 The limitation of liability does not apply to a situation in which there is evidence of intent or gross negligence, or to a situation in which liability cannot be legally limited.

13.4 The following damage is excluded from the Supplier's liability:

(i) loss of profit;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of expected savings;

(v) loss of use or corruption of software, data or information;

(vi) loss or damage to goodwill;

(vii) indirect or consequential damage; and

(viii) loss arising out of a claim relating to the design of the Goods where that design arises from Temporary Works Designs provided to the Supplier by the Customer or a third party.

13.5 This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without prejudice to any other right or remedy available to it, either party may terminate the Contract by giving at least one month's written notice to the other party.

14.2 Without prejudice to any other right or remedy available to it, either party may terminate the Contract with immediate effect by written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (where such breach is remediable) fails to cure that breach within 28 days of receiving written notice to do so;

(b) the other party takes any step or action in connection with its receivership, bankruptcy, provisional liquidation or an agreement or arrangement with its creditors (other than in connection with a solvent restructuring), obtaining a deferment of payment, liquidation (voluntary or by order of the court, except for the purpose of a solvent restructuring), the appointment of a receiver for any of its assets or the cessation of its activities or, if the step or action is taken in another jurisdiction, in connection with a analogous procedure in the relevant jurisdiction;

(c) the other party suspends or threatens to suspend its activities in whole or in part, or ceases or threatens to cease its activities in whole or in part; or

(d) the ﬁnancial position of the other party deteriorates to such an extent that it is reasonably believed that its ability to perform the terms of the Contract is jeopardized.

14.3 Without prejudice to any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment:

14.4 Without prejudice to any other right or remedy available to the Supplier, the Supplier may suspend the supply of Services or any further supply of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer owes any amount due under the Contract fails to pay by the due date for payment, the Customer becomes subject to any of the events listed in clauses 2(b) to clause 14.2(d), or the Supplier reasonably believes is that the Customer is about to be subject to one of these events.

15. Effects of Termination

15.1 Upon termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest and, in respect of Services supplied and Goods for which no invoice has been submitted, the Supplier shall submit an invoice to be paid immediately upon receipt by the Customer getting paid;

(b) the Customer must pay for all Supplier Materials and any Products or Goods not fully paid for or rented within 14 days. If the Customer fails to do so, the Supplier may enter the Customer's premises and take possession of the Products or Goods Until they are returned, the Customer shall be solely responsible for their safekeeping and shall not use them for any purpose not related abides by this Contract.

15.2 The termination of the Contract shall not affect the rights, remedies, obligations and liabilities of the parties arising up to the date of termination, including the right to claim damages for any breach of the Contract arising on or before the date of termination existed.

15.3 Any provision of the Contract which is expressly or impliedly intended to survive termination shall remain in full force and effect.

16. Force majeure

Neither party will be in breach of the Contract or be liable for delay in performance or failure to perform any of its obligations under the Contract if such delay or failure arises from events, circumstances or causes beyond its reasonable control (a case of Force Majeure). In such circumstances, the period for performance is extended by a period equal to the period during which the performance of the obligation was delayed or not fulfilled. If the period of delay or non-performance continues for 6 months, the unaffected party may terminate the Contract by giving 28 days' written notice to the affected party.

17. General

17.1 Transfer and other transactions

(a) The Supplier may at any time transfer, mortgage, charge, sub-contract, delegate, trust or otherwise deal with any of its rights and obligations under the Contract.

(b) Without the Supplier's prior written consent, the Customer may not assign, transfer, mortgage, pledge, charge, subcontract and/or assign its rights and obligations under the Contract (property law prohibition on assignment and pledging, see Article 3: 83 paragraph 1 BW).

17.2 Notices

(a) All notices or other communications to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered personally or by pre-paid first class post or other next business day delivery service to the registered office (if a company) or principal place of business (in all other cases); or

(ii) sent by email to the address stated in the Order, the Contract or in email correspondence between the parties.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered personally, at the time the notice is left at the appropriate address;

(ii) if sent by pre-paid first class post or other next business day delivery service, by 9:00 a.m. on the second business day after posting; or

(iii) if sent by email, at the time of sending or, if this time is outside business hours at the place of receipt, when business hours resume. In this clause 2(b)(iii) business hours means Monday to Friday from 9am to 5pm on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of process or other documents in any legal proceeding or, if applicable, any arbitration or other method of dispute resolution.

17.3 Total or partial invalidity. If any provision or part of a provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted but the validity and enforceability of the remainder of the Contract shall not be affected. If any provision or part-provision of the Contract is deemed to be deleted under this clause 3, the parties will negotiate in good faith to agree on a replacement provision that achieves, as far as possible, the commercial result of the original provision.

17.4 Waiver. No failure or delay by either party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy nor shall it preclude the further exercise of that or any other right or remedy or No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 No Partnership or Agency. Nothing in the Contract is intended or deemed to create a partnership or joint venture between the parties, to make either party an agent of the other party or to authorize either party to enter into any obligation for or on behalf of the other side.

17.6 Entire Agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, promises, undertakings, warranties, representations and understandings between them, whether written or oral, relating to the subject matter hereof.

17.7 Rights of Third Parties

(a) Unless expressly stated otherwise, the Contract does not give rise to any third party to enforce any rights under the Contract.

(b) The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.

17.8 Change. Except as set out in these Terms, no amendment to the Contract will be effective unless agreed in writing and signed by the parties (or their authorized representatives).

17.9 Applicable law and choice of form

Dutch law applies to these general terms and conditions, assignments and/or other agreements. All disputes arising from or related to a legal relationship between the parties will, at the option of HERMEQ, be settled in the first instance exclusively by the competent judge of the Amsterdam District Court (Netherlands) or by the court competent by or pursuant to the law.

Do you have a question? Not sure about something?

The easiest and fastest way to resolve this is to contact a member of our team directly.

Or write to us: HERMEQ BV, Energieweg 30, 2421LM, Nieuwkoop, Netherlands