General Terms & Conditions

Econvert Water & Energy B.V.

Econvert Water & Energy Holding b.v. is a private company with limited liability, established at de Venus 35 (8448 CE) Heerenveen. These General Terms and Conditions for the provision of services and products apply to all services and products provided by Econvert Water & Energy Holding b.v. as well as all of its subsidiaries, hereinafter referred to as Econvert Water & Energy. 

Article 1 | Definitions

In these general terms and conditions, the following are understood to mean:

  1. Client: the party that gives the assignment, being the natural or legal person (also referred to as private or business Client) acting in respect of Econvert Water & Energy for the purpose of an assignment as Client or purchaser and with which Econvert Water & Energy has therefore entered into an agreement or has the intention of entering into an agreement. This also includes the person or entity that actually makes use of the service. These terms of provision are based on the assumption that the Client and the purchaser are one and the same person. If the Client is not also the purchaser, the Client shall be jointly and severally responsible for compliance with the obligations arising from the assignment.
  2. Contracted party: the Econvert Water & Energy entity stipulated in the purchase order and/or offer provided by Econvert Water & Energy.
  3. Work: all work for which the assignment has been given, or that arises from, or that is carried out in direct relation to the assignment, or that should be carried out, all in the broadest sense of the word and in any case including the work as stated in the confirmation of the assignment.
  4. Documents: all products made available to the Contracted Party by the Client, including documents and data carriers, in addition to all products produced in the context of the Contracted Party’s execution of the assignment, including documents and data carriers.

Article 10 | Payment

  1. Payment by the Client must – without deduction, discount or setoff – be made within the agreed term, but in any case no later than thirty days after the invoice date. Payment must be made in valid Dutch currency by means of transfer into a bank account to be specified by the Contracted Party. Objections to the amounts on the invoices submitted shall not have a suspensive effect on the payment obligation.
  2. If the Client fails to pay within the term referred to in 10.1, the Contracted Party will be entitled, after it has demanded payment at least once, without notice of default and without prejudice to the Contracted Party’s other rights, to charge the Client the statutory interest from the due date to the date of payment in full.
  3. All judicial and extrajudical costs and collection costs incurred as result of failures on the part of the Client to fulfil its payment obligations shall be borne by the Client.
  4. If in the opinion of the Client the financial position or payment history of the Contracted Party so give rise, the Contracted Party will be entitled to request the Client to provide immediate additional security, in a form to be decided by the Contracted Party. If the Client fails to provide the security requested, the Contracted Party will be entitled, without prejudice to its other rights, to suspend further performance of the agreement immediately and everything the Client owes the Contracted Party, for whatever reason, shall be immediately due and payable.
  5. In the event of an assignment given jointly, the Clients, insofar as the Work has been carried out for both the Clients, shall be jointly and severally responsible for payment of the invoice amount, regardless of the name on the invoice.

Article 2 | Applicability

  1. These general terms and conditions apply to all legal relationships between the Client and the Contracted Party, subject to changes to the terms and conditions, which must be confirmed by both parties explicitly and in writing.
  2. Should any part of these terms and conditions, for whatever reason, be invalid, the other terms and conditions will remain in full force and the parties shall together provide a provision to replace the invalid stipulation that maintains the tenor thereof insofar as possible.
  3. The general terms and conditions of the Client shall only be effective for the agreements entered into with the Contracted Party insofar as these do not conflict with the present terms and conditions. The terms and conditions of the Contracted Party shall prevail in the event of doubt with regard whether such a conflict exists.
  4. If rules of conduct or professional rules apply on the part of Contracted Party, these will form part of the agreement for the Contracted Party. The Client declares that it shall continue to fully respect the obligations for the Contracted Party arising therefrom.

Article 11 | Complaints

  1. The Contracted Party must be informed of Complaints concerning the Work carried out or the invoice amount in writing no later than 30 days after the documents or information to which the Client’s complaint relates have been sent, or no later than 30 days after the failure is discovered, if the Client can prove that it could not in all reasonableness have discovered the failure earlier.
  2. Complaints as referred to in the first paragraph shall not have a suspensive effect on the Client’s payment obligations.
  3. In the event of justifiable complaints – this at the discretion of the Contracted Party – the Contracted Party may choose to adjust the fee charged, improve or redo the rejected Work free of charge or stop execution of the assignment, in part or in full, subject to a pro rata refund of the fee already paid by the Client.

Article 3 | Start and duration of the agreement

  1. The agreement enters into effect when the Contracted Party receives the confirmation of the assignment signed by the Contracted Party and the Client.
    As long as the confirmation has not been returned, the Contracted Party reserves the right to use the capacity elsewhere. The confirmation is based on the information and Documents provided by the Client to the Contracted Party at that time.
  1. The agreement is entered into for an unspecified length of time, unless on account of the content, nature or purport of the assignment this has been entered into for a specified length of time.

Article 12 | Delivery periods

  1. If the Client owes an advance payment or is required to provide information and/or materials that are necessary for the execution, the period within which the Work must be completed shall not commence before this payment has been received in full, or the information and/or materials have been provided in full.
  2. Given that the length of the assignment may be affected by all kinds of factors, such as the quality of the information the Client provides and the cooperation that is rendered, the periods within which the Work must be completed may only be regarded as deadlines if this is agreed explicitly in writing.
  3. Except where execution remains indisputably impossible, the Client may not terminate the agreement due to late delivery, unless the Contracted Party also fails to fulfil the agreement, whether partially or in full, within a reasonable period after the expiry of the agreed delivery period, as communicated in writing. Termination is then only permitted in accordance with Section 265, Book 6, of the Dutch Civil Code.

Article 4 | Provision of information by the Client

  1. The Client must provide the Contracted Party with all the information and Documents the Contracted Party deems necessary for proper execution of the assignment given in a timely and the desired manner.
  2. The Contracted Party is entitled to suspend execution of the assignment until the time that the Client has fulfilled the obligation referred to in the previous paragraph.
  3. The Client guarantees that the information and Documents provided to the Contracted Party are accurate, complete and reliable, even if these originate from third parties, in so far as the nature of the assignment does not provide otherwise.
  4. If and insofar as the Client requests, the original Documents shall be returned. Where necessary for the purpose of facilitating proper performance of Work carried out, the Contracted Party is entitled to make copies of these original documents for the Contracted Party’s work files.
  5. The extra costs and additional fees resulting from delays to the execution of the assignment caused by a failure to provide the requested information in full, properly or in timely manner shall be borne by the Client.

 

Article 13 | Termination

  1. The Client and the Contracted Party may terminate this agreement at any time. The provisions of Article 9, paragraph 1, shall apply if the agreement ends before the assignment is complete. The other party must be notified of termination in writing.
  2. In the event of early termination, the Contracted Party reserves the right to payment of the invoices for the Work carried out up to that point, without prejudice to its right to possible damages. Insofar as the transfer of the Work results in extra costs for the Contracted Party, these will be charged to the Client and the Client shall pay these within the agreed payment term.

Article 5 | Execution of the assignment

  1. Notwithstanding Section 404, Book 7, of the Dutch Civil Code, all assignments shall be accepted and executed exclusively by the Contracted Party.
  2. The Contracted Party shall decide the manner in which and by whom the assignment given is to be carried out.
  3. The Contracted Party may initially carry out more work than included in the assignment and charge this to the Client if the Client has given its permission to that effect, unless the additional work to be carried out falls outside the Contracted Party’s duty of care.
  4. If the Client wishes to involve third parties – not affiliated with the Contracted Party – in its execution of the assignment, it may only proceed to do so after reaching agreement on this with the Contracted Party. The provisions of the preceding sentence are equally applicable to the Contracted Party.
  5. The Contracted Party shall carry out the Work to the best of its ability. The Contracted Party cannot however guarantee achieving the intended result.
  6. The Client shall ensure that the Contracted Party can carry out its Work in accordance with generally accepted and legally stipulated safety requirements. If the relevant safety requirements are not complied with, the Contracted Party shall inform the Client of this and only proceed with the Work once the Client has taken adequate safety measures.

Article 14 | Liability

  1. The Contracted Party will carry out its Work to the best of its ability and in doing so exercise the due care that may be expected of the Contracted Party. If an error is made because the Client has provided it within incorrect or incomplete information, the Contracted Party shall not be liable for the resulting damage.
  2. If the Client proves that he has suffered damage due to an error on the part of the Contracted Party that would have been avoided had such due care been exercised, or damage resulting from an unlawful act on the part of the Contracted Party, the Contracted Party shall only be liable for the damage, regardless of the actual extent of the damage, up to a maximum of twice the fee that the Contracted Party received for his Work in the context of the assignment over the last calendar year, with a maximum of €25,000, unless the damage involves an intentional act or gross negligence considered equivalent to this on the part of the Contracted Party.
  3. The Contracted Party is not liable for damage suffered by the Client or third parties resulting from the provision of incorrect or incomplete data or information by or on behalf of the Client to the Contracted Party or that is otherwise the result of acts or omissions on the part of the Client. If the Client acts on behalf of third parties, whether partially or in full, it shall guarantee that these are bound by the stipulations of these general terms and conditions.
  4. The Contracted Party shall never be liable for any indirect damage, including stoppage in the regular course of the Client’s business, related in any way whatsoever to or caused by an error in the execution of the Work on the part of Contracted Party. Nor is the Contracted Party liable for loss of profits, indirect damage or consequential damage suffered by the Client or third parties.
  5. The Client indemnifies the Contracted Party from third party claims due to damage that has been caused as a result of the Client providing the Contracted Party with incorrect or incomplete information or that it is otherwise the result of acts or omissions on the part of the Client, unless the Client can prove that the damage is not related to an imputable act or omission on its part or that is has been caused by an intentional act or gross negligence on the part of the Contracted Party.
  6. The Contracted Party shall at all times be entitled, if and insofar as possible, to remedy or limit the Client’s damage, in the context of which the Client must render all possible assistance to the Contracted Party. If the Client fails to provide such assistance, whether partially or in full, the Client will lose every right to damages in respect of the Contracted Party.
  7. If the Client considers holding the Contracted Party liable for damages, it must discuss this with the Contracted Party before proceeding with the liability claim.
  8. The Contracted Party is not liable for the damage, loss or destruction of documents during postage, regardless of whether the transport or postage is performed by or on behalf of the Client, the Contracted Party or third parties.
  9. The applicable limitation of liability laid down in this article shall also be stipulated for partners employed at the Contracted Party and all those who carry out Work for it and/or its partners and/or are engaged for the execution of the assignment, so that they too can make use of the limitation of liability referred to in this article. 

Article 6 | Confidentiality

  1. Unless the Contracted Party has a legal or professional duty to publish, it must observe confidentiality in respect of third parties.
  2. The Contracted Party is not entitled to use the information provided to it by the Client for purposes other than those for which the information was obtained. An exception will however be made to this in the event the Contracted Party acts on its own behalf in disciplinary, civil or criminal proceedings in which the documents are of importance.
  3. Unless the Contracted Party gives its prior written permission, the Client shall not disclose the content of reports, advice or other communications, written or otherwise, from the Contracted Party that have not been drawn up or made for the purpose of providing third parties with the information laid down therein. The Client shall also ensure that third parties cannot learn of the content referred to in the previous sentence.
  4. The Contracted Party shall impose its obligations under this article on any third parties it engages.

 

Article 15 | Independence

The Contracted Party must comply with the relevant independence requirements of national and international regulators. To enable the Contracted Party to comply with the independence requirements in question, the Client must provide the Contracted Party with timely, accurate and complete information concerning the legal structure and the control structure of the Client and – where applicable – the group to which it belongs, all of the Client’s financial and other interests and participations, as well as all other partnerships, financial and otherwise, its company or organisation enter into, all in the broadest sense of the word.

Article 7 | Intellectual property

  1. The Contracted Party reserves all rights with regard to products of the mind that it uses or has used or develops in the context of executing the Client’s assignment, insofar as the law provides.
  2. The Client is explicitly forbidden from reproducing, disclosing and/or using those products, including computer programmes, system designs, methods of operation, advice, contracts – draft or otherwise – and other products of the mind of the Contracted Party, all in the broadest send of the word, with or without the engagement of third parties.
  3. The Client may not provide resources for these products to third parties, other than for the purpose of obtaining an expert opinion concerning the Contracted Party’s Work.

Article 16 | Internet use/e-mail

The Client and the Contracted Party shall, at the request of either party, be able to communicate with one another by means of electronic mail. Both the Contracted Party and the Client recognise the risks relating to the use of electronic mail, such as – but not limited to – distortions, delays and viruses. The Client and the Contracted Party hereby agree that they shall not hold one another responsible for damage that either or both may suffer as a result of using electronic mail. Both the Client and the Contracted Party shall do or refrain from doing everything that may reasonably be expected of them to prevent the aforementioned risks from arising. In the event of doubt with regard to the accuracy of an e-mail received by the Client or the Contracted Party, the content of the e-mail sent by the sender shall prevail.

Article 8 | Force majeure

If the Contracted Party is unable to fulfil its obligations under this agreement in full, properly or in a timely manner due to a cause not attributable to it, including but not limited to stoppage in the regular course of business at the company, those obligations will be suspended until the Contracted Party is able to fulfil them in the agreed manner, without the Contracted Party being in default with regard to compliance with those obligations and without it being liable to pay any damages. 

Article 17 | Expiry period

Insofar not stipulated otherwise in these general terms and conditions, the Client’s rights of claim and other powers in respect of the Contracted Party, of whatever nature, connected with the Work to be carried out by the Contracted Party shall in any case lapse one year after the time when the Client becomes aware or could in all reasonableness have been aware of the existence of these rights and powers.

Article 9 | Fee

  1. The Contracted Party’s fee is not dependent on the result of the assignment given.
  2. The Client will be invoiced for all Work carried out by the Contracted Party on a time-spent basis, increased by the hourly rates the Contracted Party normally employs, unless other agreements have been made between the Client and the Contracted Party in writing. The Contracted Party is entitled to charge the Client advance payments on a regular basis before the Work is commenced, which will be deducted from the eventual costs actually incurred by the Contracted Party on a time-spent basis.
  3. If after the formation of the agreement, but before the assignment has been carried out in full, changes are made to wages and/or prices, the Contracted Party will be entitled to adjust or implement the agreed rates accordingly, unless the Client and the Contracted Party have made other written agreements in this regard.
  4. The Contracted Party’s fee, increased by disbursements and invoices from third parties where necessary, shall be charged to the Client per month, quarter or year following completion of the Work, unless the Client and the Contracted Party have made other agreements in this regard. The VAT shall be charged separately for all the amounts owed by the Client to the Contracted Party.
  5. Estimates of the fee for the Contracted Party’s Work must be explicit and in writing and are without obligation and not binding.

Article 18 | Applicable law, conversion and choice of forum

  1. Dutch law applies to all agreements between the Client and the Contracted Party to which these general terms and conditions apply.
  2. If and insofar as, in all reasonableness and fairness or by virtue of its unreasonably onerous nature, any of provision of these general terms and conditions cannot be invoked, the provision in question shall in any event be accorded a meaning corresponding as closely as possible to the original content and purport, so that this provision can nevertheless be invoked.
  3. In the event that these general terms and conditions and the confirmation of the assignment contain conflicting conditions, the terms and conditions included in the confirmation of the assignment shall apply.
  4. All disputes relating to agreements between the Client and the Contracted Party to which these terms and conditions apply and which fall outside the jurisdiction of the subdistrict court will be settled by the competent court in the district in which the Contracted Party has its domicile.
  5. In derogation from the provisions of paragraph 4, the Client and the Contracted Party are entitled to submit disputes to a disputes board, provided that both parties agree thereto.