Terms and Conditions
Article 1 General
- Copo Solutions situated Dorpstraat 3, 6122CD Buchten, The Netherlands.
- Chamber of Commerce (KVK nr.): 68698879
- Contractor is Copo Solutions
- Principal/ client is a company that concludes an agreement with CoPo Solutions.
- Contract: is acceptance of the offer made by CoPo Solutions in a written agreement.
- Activities: Within the field of coatings and polymer chemistry we can guide our clients with new product development. From innovation phase till market introduction and scale up.
Article 2 Appropriateness
- The terms and conditions are applicable to:
- Quotations made by CoPo Solutions
- Actual operations
- Legal Acts
- Other operations on behalf of CoPo Solutions
- Client has been able to view and understand the terms and conditions made by CoPo Solutions.
- Copo Solutions basically rejects the terms and conditions of other companies. However, parties can agree differently in writing.
- When a determination is unclear Copo Solutions will be allowed to explain this determination as far as possible in the light of this document.
- Possible invalidity of one of the determinations doesn’t affect the remaining determinations.
Article 3 Offer
- All offers and/or quotations that are communicated verbally, in writing or digitally are in principle valid for 14 days.
- The prices in offers, quotations and agreements are in principle exclusive value added tax.
- When an offer is made, CoPo Solutions will also mention the travel costs.
- If Principal unilaterally changes the offer, then in principle the offer is no longer valid.
- Offers and/or quotations don’t automatically apply to a future assignment.
- A compiled quotation doesn’t oblige the contractor to perform part of the assignment against a corresponding part of the price.
Article 4 Agreement, term and conduct
- The agreement arises through an offer by CoPo Solutions and acceptance of the relevant offer by client.
- In principle the offer is made in writing through a combination of a quotation and agreement.
- In principle the validity of the agreement – a.k.a. the offer – according to that which is stipulated in article 3 paragraph 1.
- After the client has signed the agreement CoPo Solution will proceed with execution within a reasonable time.
- The period in which the service(s) have to be completed, should be regarded as indicative deadline.
Article 5 Client obligations
- The client is obliged to provide contractor with correct and complete information so that contractor can perform its service(s) optimally.
- The client is obliged to provide the contractor with the information within a reasonable time frame. Contractor will let client know what time frame applies to the service.
- If contractor or a third party engaged performs services at client’s location, then the client shall provide a suitable working place at this location.
- If the client provides the data required for the implementation incompletely or not on time, the contractor has the right to suspend the execution of the agreement. Extra costs arising from this delay are for the account of the client.
- If client doesn’t properly fulfill his obligation and this causes damage on side of the contractor, the client is liable for this damage.
- If compliance is not or not temporarily feasible for any reason, the parties must also consult in order to achieve a suitable solution.
Article 6 Modification and annulment
- If the client wishes to change the agreement, the changes can only be made in consultation with the contractor and the changes must be in writing.
- If client wishes to reschedule the appointment, this is only possible if the client states 12 hours before the appointment that client wants to reschedule the appointment. If such a notification isn’t made in time, then the reserved time with the associated costs will be charged to the client.
- If the client wishes to terminate the contract, the client must pay compensation. The exact amount of compensation should be determined individually. The minimum reimbursement threshold is 10% of the sum that is agreed in the relevant agreement.
- The right to withdraw is excluded for clients who aren’t consumers.
- CoPo Solutions can decide to increase the prices of its services at any time, this increase can also be applied to existing agreements. After a price increase of at least 10% – on the sum agreed in the agreement – the principal has a time frame of 14 days to decide if he or she wants to end the agreement.
Article 7 Suspension
- If correct or timely compliance is not achieved on side of the client, the client will be in default without prior notice of default. The agreed period in which the client must meet his obligation to pay is a strict deadline. The consequence of not following this strict deadline will be that the constructor postpones its obligation to comply.
- If the contractor proceeds to termination or suspension of the agreement, then he/she is in no way liable for damage and cost resulting from the suspension or termination on side of the client.
Article 8 Supremacy
- If fulfillment has become impossible due to supremacy and this continues for a period for 30 days, the parties are entitled to terminate the agreement. Services which already have been accomplished by CoPo Solutions will be charged to client.
- When services are temporarily suspended, the client who has interest in this information will be informed and a solution will be found between parties.
- In addition to Article 7, CoPo Solutions can immediately, wholly or partially terminate the agreement with client without notice of default or legal intervention. The cases where CoPo can make use of this authority are:
- When (provisional) suspension of payment has been granted to the client.
- If it is suspected that the client will not comply with the payment obligation.
- When bankruptcy has been requested for / by the client.
- When the client treats working staff from CoPo Solutions in an improper way. One should think of intimidation, discrimination, sexual harassment etc…
- When the client infringes the rights of a third party.
- When a client doesn’t respond to any form of correspondence during 14 days with the exception of communicated vacations.
- If a client doesn’t handle the advice in a reasonable manner.
- When CoPo Solutions decides to terminate the agreement, the services that already have been provided will be invoiced by client.
Article 9 Payment, reminder and debt collection
- The amount agreed between the parties is stated in the relevant agreement. This amount is then invoiced immediately after signing the agreement by the principal. The payment of this invoice must be made within 14 days after signing of the agreement.
- However, another payment arrangement can also be made, this payment arrangement needs to be in writing.
- Payment of the agreed amount between CoPo Solutions and client must be made without any deduction or settlement within 14 days. In absence of payment within the aforementioned period (article 9 paragraph 1-2) the client is legally in default. Subsequently, a claim is made on the statutory rate from the due date until the claim has been paid in full.
- If the client still remains in default after a reminder and the payment is still not made, the extrajudicial collection costs will be charged on the basis of the decision on compensation for extrajudicial collection costs (in accordance with article 6: 96-4 Dutch Civil Code). It is decisive here that the issue relates to an obligation to pay a sum of money arising from an agreement or that it is a commitment regarding the payment of a sum of money that has been converted into an obligation to replace damages (Section 6:87 of the Dutch Civil Code). The amount is in principle increased with the corresponding VAT rate.
- The extrajudicial collection costs overview in accordance with Article 2 decides reimbursement for extrajudicial collection costs.
- 15% of the total amount of the claim over the first € 2,500 of the claim;
- 10% of the total amount of the claim on the following € 2,500 of the claim;
- 5% of the total amount of the claim over the following € 5,000 of the claim;
- 1% of the total amount of the claim on the following € 190,000 of the claim; 0.5% over the excess of the principal with a maximum of € 6775.
- The reimbursement is at least € 40.
Article 10 Liability
- The agreements concluded with regard to advice belong to the category of best efforts agreements. That is why CoPo Solutions can never be held liable for results that have not been achieved.
- Should CoPo Solutions be held liable in spite of paragraph 1, then any liability is limited to the compensation of direct damage with a maximum amount equal to the amount agreed in the relevant agreement (excl. VAT). If there is liability as a result of direct damage in a continuing performance contract, the maximum amount of the compensation is equal to the amount of the most recent invoice (excl. VAT) that the client has received.
- In addition to paragraphs 1 and 2, the liability of CoPo solutions is, for whatever reason, limited to the amount that is paid out by CoPo solutions business liability insurer in the relevant case, plus a deductible, that according to the terms and conditions of the insurance policy is not borne by the insurer.
- The aforementioned paragraphs refer to direct damage. Meaning direct damage: Damage that is in a causal relationship with regard to the advice given. The central point here is that the maximum compensation amount is limited to the maximum amounts specified in paragraph 2.
- Any indirect liability with regard to the services offered is excluded, for example consequential damage, missed savings, lost profit, reduced goodwill, damage due to business interruption, materials and software from third parties. Liability related to the mutilation, destruction or loss of documents is also excluded.
- If compliance by CoPo Solutions is permanently impossible, liability with regard to a culpable shortcoming only arises if the client gives the contractor a written notice of default whereby a reasonable period for the purification for the shortcoming is set. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible so that CoPo Solutions can respond properly.
- The client indemnifies CoPo Solutions against all claims of goods and services delivered by third parties to CoPo Solutions. In addition, the client indemnifies CoPo Solutions against all claims that third parties have with regard to damage caused by unlawful or careless use of the advice given by CoPo Solutions.
- The interpretation of information by client can’t be invoked against CoPo Solutions.
Article 11 Intellectual property
- All intellectual property rights that have been established in the context of the service provision belongs to CoPo Solutions. Examples:
- Documents for the execution of services
- Model items
- Preparatory and training materials
- Chemistry; Chemistry blue prints
- Information from our website
- Client records
- The texts, images, creative elements and company name are in principle the property of CoPo Solutions with the exception of documents supplied by third parties on which a valid intellectual property rights rest.
- Materials supplied may only be shared with third parties with the permission of CoPo Solutions.
Article 12 Confidentiality
- The phrases and circumstances of this Agreement are completely confidential between the parties and shall not be disclosed to anybody else. Any disclosure in violation shall be deemed a breach of this Agreement.
- Also, all communication before signing the agreement shall be handled as stated in article 12 paragraph 1.
Article 13 Pressure- and misprints
- Communications are subject to printing and typing errors, in the event of doubt, the client must conduct further investigation in this regard. This is possible by simply contacting CoPo Solutions.
Article 14 Modification Terms and conditions
- The owner of CoPo Solutions is at all times authorized to change or supplement the terms and conditions, also for existing agreements. The client will be notified of a relevant change to the general terms and conditions.
Article 15 Applicable Law
- Dutch law applies to all services and (legal) acts.
- The court in the place of establishment of the contractor is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise.
- Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 16 Privacy
- At Copo Solutions we value your privacy. In our privacy Statement we show you which data we process about you and how we handle it.
Article 17 Other Provisions
- In case of a disagreement between the client and CoPo Solutions, the Parties will always act in mutual consultation.