General Terms and Conditions Test Lab Solutions B.V.
Laboratory activities
Article 1. Definitions
1. The client: Any natural or juridical person who has instructed the contractor to provide services.
The contractor: Test Lab Solutions B.V., with its registered office at Dukaat 17B, Deurne, the Netherlands, registered with the Dutch Chamber of Commerce under number 42211283.
2. The provision of services: All testing, inspection, measurement, analysis, reporting and related technical services provided by the contractor under an agreement with the client. These services include, but are not limited to, mechanical, environmental, climatic and packaging testing, performed in accordance with applicable international standards, agreed test specifications or customer-specific requirements. The scope, methods, acceptance criteria and deliverables of each assignment shall be defined in the relevant quotation or agreement.
3. The commission: An assignment or request from the client for the contractor to perform services, including the agreed test items, technical requirements and deliverables.
Article 2. Applicability of the terms and conditions
1. These general terms and conditions are applicable to all quotes, offers and/or tenders, (framework) agreements and the provision of services under which the contractor provides services of whatever nature, even if those are not described – in detail – in these terms and conditions, unless the parties have expressly stipulated otherwise in writing.
2. The submission of samples, products or other test items by the client for testing or analysis, following acceptance of the assignment by the contractor, shall constitute an agreement to which these general terms and conditions apply.
3. Any references by the client to their own terms and conditions are expressly rejected by the contractor, and these are therefore deemed not to be applicable, unless they have been accepted by the contractor in writing.
4. If one or more provisions of these terms and conditions are void or voidable, this will not affect the validity of the remaining provisions.
Article 3. Quotes
1. All offers, quotes and/or tenders, however they are called, submitted by or on behalf of the contractor, are free of obligation, unless stated otherwise. Any options taken are valid for 1 week. If no job confirmation has been received by the contractor within this time period, the option will lapse. The contractor is not bound to notify the client thereof.
2. If the provision of services is effected on a fee basis, the contractor will include the rates and, if possible, any additional costs in the (framework) agreement insofar as possible. All offers, quotes and/or tenders are based on the details and/or information provided by the client. If the details and/or information provided by the client for the purpose of the offer, quote and/or tender proves to be incomplete and/or incorrect, this is for the account and risk of the client.
Article 4. Framework agreement
1. If the client and the contractor enter into a framework agreement, this agreement will apply for the period as agreed upon in writing in the agreement. If the parties enter into a framework agreement for an indefinite period of time, this has to be explicitly stated in writing in the agreement. Without legal notice of termination, as referred to in Paragraph 3, the framework agreement will be tacitly renewed on expiry of the time period with the same period as initially agreed.
2. Any changes in the framework agreement and/or deviations from these terms and conditions will only be valid if they have been agreed in writing or confirmed in writing by the contractor. If deviations or changes result in an increase in costs, the contractor is entitled to charge these costs to the client.
3. The client and the contractor each reserve the right to terminate the framework agreement. Termination must be done by registered letter, stating the reasons for and date of the termination. In the event of a framework agreement for a specific time period, a notice period for both parties of 2 months applies, while in the event of a framework agreement for an indefinite period of time by, the terminating party is required to observe a notice period of 6 months.
4. If the client terminates the framework agreement, the client is required to compensate the contractor for:
the balance of the fee for services provided until the end of the agreement;
costs incurred until the end of the agreement;
- costs related with the engagement of third parties.
5. The contractor reserves the right to either suspend the fulfilment of the framework agreement until further notice or to fully or partly terminate the agreement, without any notice of default being required and without the intervention of the court, without being held to pay any compensation if:
a. The client does not adequately or timely fulfil any of the obligations arising out of the agreements with the contractor;
b. There are doubts as to whether the client is able to fulfil his obligations arising out of the agreements concluded with the contractor;
c. The client is declared bankrupt, has been granted a suspension of payment, a debt restructuring arrangement applies to the client, or the client’s enterprise has been shut down, is being liquidated or has been fully or partially transferred.
Article 5. Commissions
1. Assignments, whether awarded separately or under a framework agreement, are accepted once the parties have agreed on the relevant technical details and the contractor has received the information necessary to perform the work. Unless otherwise agreed, the quotation or written confirmation shall define the test items, applicable methods or specifications, test conditions, acceptance criteria (where applicable), schedule and deliverables. The client shall submit the assignment clearly and unambiguously, where possible using the contractor’s (digital) order forms.
2. Changes in and/or additions to the commission awarded only apply if the client has communicated these to the contractor in writing in a timely and clear manner. If changes and/or additions result in an increase in costs, the contractor is entitled to charge these costs to the client.
3. If, on the basis of a verbal agreement, more or other activities have been carried out by and/or on behalf of the client, the client cannot invoke the provisions of the preceding paragraphs.
4. The contractor may suspend or refuse an assignment without prior notice of default or court intervention, and without being obliged to pay compensation, under the circumstances described in Article 4, paragraph 5. The same applies in the event of force majeure as described in Article 11.
Article 6. Delivery times
The contractor shall endeavour to deliver before or on the delivery date specified for a commission. However, delivery dates are not binding and are never final deadlines. Overrunning a specified delivery date can never give rise to any liability on the part of the contractor and consequent claims for damages by the client.
Article 7. Samples
1. Samples, products and other test items submitted by or on behalf of the client must be suitably packaged, protected and clearly identified. The client is responsible for their selection, representativeness, condition and suitability for the agreed tests, and for supplying relevant drawings, specifications, instructions and safety information.
2. If any test item may have hazardous characteristics, including stored energy, pressure, batteries or harmful substances, the client must clearly inform the contractor in advance and mark the packaging where appropriate. Failure to fulfil this information and warning obligation makes the client liable for resulting injury or damage, including consequential damage.
3. Unless otherwise agreed in writing or required by applicable law or an agreed test specification, the contractor may retain, return or dispose of test items and any residues after completion of the assignment and a reasonable collection period. Return shipment and storage requested by the client are at the client’s expense and risk. Any agreed extension of storage may be subject to a fee.
4. The contractor cannot be held liable for any loss of or damage to samples if not demonstrably caused by any act or omission by the contractor. The contractor reserves the right to handle the samples at his own discretion and to process them for the benefit of the fulfilment of the commission.
Article 8. Transport
1. Dispatch of goods, of any nature whatsoever, shall be carried out for the account and risk of the client, unless otherwise agreed.
2. Goods can be loaded and unloaded by means of a 2.5 tonne forklift truck. The contractor reserves the right to refuse unstable loads.
3. Consignment notes (CMR), packing lists etc. are drawn up by the client, unless otherwise agreed.
Article 9. Fulfilment of the commission
1. The contractor determines, at his own discretion, the procedures, methods and equipment used to carry out the activities agreed upon. If the contractor is expressly following the requests or instructions of the client, the client carries the responsibility. The client shall indemnify the contractor for all consequences of those requests or instructions.
2. If the contractor is not able to fulfil the commission himself or the client’s commission has that effect, the contractor reserves the right to have the commission – either fully or partly – fulfilled by an external party. The client shall be deemed to have agreed to do so. All costs related with the engagement of an external party are for the account of the client.
3. The contractor will provide the agreed test reports, measurement results, analyses or other deliverables in writing or electronically. Only reports and deliverables issued or approved by an authorised representative of the contractor are official. The content and form of reporting will be as agreed in the quotation or assignment.
4. Any analyses, opinions and/or other information produced by the contractor, may only be used by the client for their own purposes. All further or other use by the client toward third parties shall take place under the responsibility of the client.
5. The client is not allowed to publish the analyses, opinions and/or other information produced by the contractor, or to store it in documents accessible to third parties (including a data bank), without the consent of the contractor. If the contractor grants permission to publish the information, the client is required to publish it verbatim and in its entirety, stating the name of the contractor. The use of the name of the contractor by the client for commercial purposes is only allowed after prior consent of the contractor. The contractor retains the intellectual property rights on any inventions, procedures or developments produced by the contractor, during or as a result of a commission provided.
Article 10. Testing and safety
1. In the event of cancellation of reserved time within 5 working days of the time applied for, 50% of the total price will be charged; in the event of cancellation within 2 working days of the time applied for, 75% of the total price will be charged.
2. In the event of premature or temporary termination of the testing in relation to damage or such, the reserved time and/or project price will be charged in full.
3. Where relevant, functional requirements, test conditions, acceptance criteria and failure criteria must be agreed before testing begins. Unless otherwise agreed, the client shall provide the equipment, software, interfaces and instructions necessary to monitor or assess the functionality of the test item.
4. The contractor shall work according to the applicable occupational health and safety directives. Products under pressure or products containing harmful substances will not be tested.
5. The client is required to provide safety gear (e.g. safety shoes). The contractor will make hearing protection available.
Article 11. Force majeure
1. Force majeure is understood to include circumstances which delay and/or prevent the fulfilment of or compliance with the framework agreement and/or commission which cannot be attributed to the contractor. These include but are not limited to: fire, theft, act of war, riots, work strike, factory occupation, operational failure, war, extreme weather, situations of actual inaccessibility of the work, delay or cessation of the provision of data or information required by or on behalf of the client and/or by third parties engaged for the fulfilment of the framework agreement and/or the commission, and changes in legislation.
2. If the contractor is prevented by force majeure from fulfilling his obligations in the normal manner, the contractor reserves the right to suspend the fulfilment of the framework agreement and/or the commission for the duration of three months without judicial intervention being required, or to dissolve or change the framework agreement as a whole or in part, so that fulfilment remains practically possible, or to abandon the commission, without being held to the payment of any compensation. During the period of suspension, as well as after the expiry of the period of three months, the contractor is authorised to decide to fulfil or fully or partially dissolve the framework agreement.
Article 12. Rates and costs of services
1. On the creation of a framework agreement and/or a commission, the prices are established that the client is required to pay for the services provided by the contractor. This may be based on an hourly rate, a price fixed in advance or on the basis of actual costs.
2. In addition to the rates for the commission carried out by the contractor, the client will be additionally charged for the provision of services. Additional costs will include but not be limited to postage and copying costs, as well as costs of third parties which are reasonably engaged for the fulfilment of the provision of services.
3. In the event of changes in and/or adjustments to the framework agreement and/or the commission by the client, the contractor shall be entitled to review the rate of the contractor and/or the additional costs in consultation with the client;
4. Unless the client is a consumer, the contractor will be entitled to pass on the rates and the additional costs related to price developments, including changes in taxes, levies, wages and social charges, exchange rates, the prices of materials, raw materials and energy, or conditions which give rise to an increase in the cost of the contractor;
5. Hourly rates are based on normal working days (8.30 - 17.00 hours). From 17.00 hours, the project price is multiplied by a factor 1.5. For weekend rates (Fridays after 17.00 hours until Monday), national holidays and night rates (from 00.00 hours), the project price is multiplied by a factor 2.
6. All prices and rates are in Euros, including VAT and any other levies which may be imposed by the public authorities at the time of order acceptance and/or billing.
7. Unless expressly included in the quotation, prices exclude test reports, certificates, additional analyses and other deliverables. Any standard report supplied will normally be digital and in English and will describe the test methods, test set-up, conditions and results, with photographs where relevant, unless agreed otherwise in writing.
8. In the case of delays attributable to the client, additional costs related to requests for multiple tests, additional inspections and/or additional reporting time will be charged to the client.
9. Unless expressly included in the quotation, prices exclude test fixtures, mounting frames, adapters, special packaging and other preparation or equipment required to perform the tests. Client-provided fixtures must be suitable and safe for the agreed testing. Any adaptation or manufacture by the contractor will be charged at cost plus 25%, unless otherwise agreed in writing.
Article 13. Payment
1. Unless otherwise agreed in writing, payment of the invoice of the contractor will be made by the client within thirty days after the invoice date.
2. Payment will be made without any discount or deduction, unless otherwise agreed in writing.
3. In the event that the client fails to fulfil his obligations under the agreement towards the contractor in any way, in the event of cessation of payment, application for a suspension of payment or bankruptcy, seizure of assets, relinquishment or liquidation of the enterprise of the client, the entire sum owed by the client to the contractor under any contract will immediately become fully due and payable.
4. If the agreed term of payment is exceeded, the client is deemed to be in default, without notice being required, and has to pay the statutory (commercial) interest rate, as well as all judicial and extrajudicial costs incurred by the contractor or charged to him in respect of the collection of the amount owed by the client, all without prejudice to the right to compensation. The extrajudicial costs are established to be at least 15% of the total amount owed, with a minimum of €100.00. If the client is a consumer, the extrajudicial collecting costs will be calculated on the basis of the Extrajudicial Collection Costs Act, with a minimum of €40.00.
5. Any payments made by the client shall firstly serve to pay of all costs and interest owed, and secondly to pay those invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
6. The contractor is entitled to compensation for all actual costs related with the collection of his claims on the client, both judicially and extrajudicially, which actual costs are also for the account of the client.
7. The contractor is authorised to suspend his obligation to provide documents and samples until the client has fully fulfilled his obligations under the agreements.
Article 14. Confidentiality
1. The contractor is prohibited from disclosing analyses, opinions and/or other confidential information provided to third parties, unless the contractor is ordered to do so on the basis of a statutory obligation or court order. However, the contractor is entitled to use research results for comparison, reference, statistical or scientific purposes, with the contractor ensuring that the identity of the client will not be apparent from this information.
2. The client is obliged to keep all information on the procedures and equipment of the contractor confidential and not to disclose them to third parties.
Article 15. Liability
1. The contractor is only liable for failure to fulfil the agreed provision of services if the contractor does not or not timely act as should reasonably be expected despite a letter of formal notice (including a reasonable period for compliance). The contractor is similarly liable for third parties engaged by the contractor for the fulfilment of the provision of services.
2. In the event of liability on the part of the contractor, only types of injury or damage covered by its insurance are eligible for compensation. Except in the event of wilful misconduct or gross negligence by the contractor or persons engaged by it, business interruption, consequential loss, loss of turnover or profits, production loss and reduction in product value are excluded. The contractor does not accept liability for commercial or technical decisions taken on the basis of test results, or for damage to test items inherent in the agreed test methods or test conditions.
3. The compensation which the contractor is required to pay in consideration of his liability is limited to the amount paid the insurance company where the contractor has taken out insurance, or, secondary, up to the amount that the contractor has invoiced for his services to the client, with a maximum of €10,000.00.
4. The client shall indemnify the contractor – except in the case of liability on the basis of the first paragraph – against all claims of third parties for compensation for damage in connection with the fulfilment of the framework agreement and/or commission.
Article 16. Complaints
1. Complaints about the performance of the services or the agreed deliverables must be submitted by the client in writing within eight days after the relevant report or deliverable has been issued, or, for services without a report, within eight days after invoicing, on pain of forfeiture of rights to the extent permitted by law. Where advice is provided, the client remains responsible for assessing its suitability for the intended use.
2. Complaints or disputes, of any nature whatsoever, do not give the client the right to postpone a payment or compensation.
Article 17. Jurisdiction and applicable law
1. In the event that a dispute arises between the client and the contractor over the provision of services, the parties will attempt to resolve the dispute insofar as possible by agreement, including mediation. If no solution can be reached by agreement, all disputes, including those which are only regarded as such by one party, and which may arise between the parties in connection with or as a result of framework agreements, commissions or consequences thereof, will be brought before the competent court in the district where the contractor has his registered office, unless another court has mandatory competence on the basis of the law.
3. All agreements are governed by Dutch law.
4. If the client does not reside in and/or is not established in the Netherlands, and/or the services provided by the contractor are not carried out in the Netherlands, all provisions of these general terms and conditions continue to apply in full.