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Terms and Conditions Perspect Industrial Products

ARTICLE 1. DEFINITIONS

In these terms and conditions, the following definitions apply: a. User: Perspect Belzona Services B.V. in its capacity as contractor; b. Client: The contractual counterparty of Perspect Belzona Services B.V. in its capacity as client; c. Work: The work agreed upon between User and Client.

ARTICLE 2. GENERAL

  1. These terms and conditions apply to all offers, quotations, and agreements between User and Client, unless expressly agreed otherwise in writing by both parties.
  2. The applicability of any terms and conditions of the Client is expressly rejected.
  3. If any provision of the agreement and/or these conditions cannot be invoked for any reason, a provision will apply that is as similar as possible in content and purpose and that can be invoked.
  4. The invalidity of any provision of the agreement and/or these terms does not affect the validity of the remainder of the agreement and/or these terms.
  5. Any ambiguity regarding the interpretation of one or more provisions of these terms must be interpreted “in the spirit” of these conditions.
  6. If a situation arises between the parties that is not covered by these conditions or otherwise regulated, it must be assessed in the spirit of these conditions.
  7. If the User does not always require strict compliance with these terms, this does not mean that the provisions are not applicable or that the User loses the right to demand strict compliance in other cases.

ARTICLE 3. OFFERS

  1. All offers, quotations, cost estimates, etc. from the User (hereinafter: “Offers”) whether verbal, written, by telephone, by fax, or otherwise, are non-binding and may be revoked unless a period for acceptance is specified.
  2. Revocation can also occur after the Client has accepted the Offer, provided the User notifies the Client immediately thereafter.
  3. The User is not bound by Offers that the Client could reasonably understand to contain an obvious error or mistake.
  4. All prices mentioned in an Offer are indicative and exclusive of VAT.
  5. The Offer is always accompanied by a copy of these terms and conditions.
  6. The agreement is concluded by acceptance (expressly, tacitly, in writing, verbally or otherwise) of the User’s Offer.
  7. If the acceptance deviates (even on minor points) from the Offer, the User is not bound by it, unless explicitly stated otherwise.
  8. A combined price quote does not oblige the User to perform part of the assignment for a proportional part of the quoted price.
  9. Offers do not automatically apply to future orders.

ARTICLE 4. PRICES

  1. A fixed price is only agreed upon if explicitly stated in writing in the Offer and the acceptance.
  2. If no fixed price is agreed, the Client must pay a reasonable price, even if this exceeds the indicative price or expected hours by more than 10%. The User cannot be held liable for failing to warn the Client about this overrun in time. Article 7:752(2) Dutch Civil Code is excluded.
  3. If cost-increasing circumstances arise or become known after the agreement is concluded, the User is entitled to adjust the price accordingly, even if a fixed price was agreed upon or the Client was not warned in time.
  4. All prices exclude costs not specifically mentioned in the Offer. If such costs are incurred by the User, the Client must reimburse them when invoiced.

ARTICLE 5. EXECUTION AND MODIFICATION OF THE AGREEMENT

  1. User will perform the agreement to the best of its ability and in accordance with the requirements of good workmanship.
  2. User has the right to have certain work performed by third parties.
  3. If work is performed at the Client’s location or a location designated by the Client, the Client must provide, free of charge, the facilities reasonably required on-site.
  4. The Client must ensure that all data and items which User indicates are necessary, or which the Client should reasonably understand to be necessary, are provided in a timely and correct manner. Preparatory work must be completed in a timely and proper manner. Delays caused by failure to do so are not attributable to the User.
  5. If the Client has provided items or carried out preparatory work, and these prove to be inadequate, the User must warn the Client and request correction. The burden of proof lies with the Client.
  6. User may execute the agreement in phases and invoice accordingly.
  7. Execution of subsequent phases may be suspended until the prior phase is approved in writing by the Client.
  8. If during the work it becomes apparent that changes or additional work are needed, these are deemed part of the original assignment, and the Client is considered to have approved them. User may charge additional fees accordingly.
  9. Client will be informed as soon as possible about additional work, ideally before it is carried out.
  10. Additional or changed work may impact timelines, without this being held against the User.
  11. User may delay additional work until the Client agrees in writing to the adjusted price, timeline, and any other terms.
  12. The Client may give instructions for the work’s execution. If the User cannot or will not comply, this constitutes grounds for termination.
  13. The Client must ensure the User and its personnel can perform the work safely and provide a safe work environment in accordance with Article 7:658 Dutch Civil Code.

ARTICLE 6. EXECUTION DEADLINES

  1. Execution deadlines are indicative, as execution depends on uncontrollable factors such as humidity and temperature. No deadline is fatal unless explicitly agreed. If a deadline is exceeded, the Client must issue a written notice of default, allowing reasonable time for performance.

ARTICLE 7. INTERIM TERMINATION OF THE AGREEMENT

  1. In case of liquidation, suspension of payments, bankruptcy, debt restructuring, or other significant cause, the User may terminate the agreement immediately without liability for damages. The Client must pay the full agreed price minus any savings, and User must deliver the completed work.
  2. The Client may also terminate the agreement prematurely. In such cases, the full price is owed minus savings. If no fixed price was agreed, Client must compensate costs incurred, labor, and lost profit. User will deliver completed work.

ARTICLE 8. FORCE MAJEURE

  1. During a force majeure period, User may suspend obligations. If force majeure lasts more than two months, both parties may terminate the agreement, with the Client paying for the work done up to that point, without any compensation obligation.

ARTICLE 9. PAYMENT AND COLLECTION COSTS

  1. Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.
  2. If payment is late, the Client is in default and owes 1.5% interest per month.
  3. Payments are first applied to costs, then interest, and finally the principal.
  4. The Client may not offset payments or suspend obligations.
  5. All reasonable collection costs are borne by the Client.
  6. Upon first request, the Client must provide security for payment.

ARTICLE 10. RETENTION OF TITLE, STORAGE AND INSURANCE

  1. All goods delivered by User remain the property of User until full payment.
  2. The Client must store these goods properly and provide suitable storage facilities.
  3. The Client is liable for damage or loss of User’s goods and must insure them. Insurance proceeds belong to the User.

ARTICLE 11. DELIVERY, INSPECTION, CLAIMS, WARRANTY, EXCLUSIONS, LIMITATION

  1. The work is considered accepted if not inspected within three days after completion or upon use.
  2. The Client must inspect the work as soon as reasonably possible and report any defects within three days.
  3. Hidden defects must be reported within two weeks of discovery.
  4. Complaints must describe defects in detail to allow proper response.
  5. The Client must allow User to investigate complaints. If unfounded, costs are charged to the Client.
  6. A defect exists only if the work does not meet reasonable expectations.
  7. User will repair confirmed defects free of charge or offer reasonable compensation. 8-11. User is not liable for defects caused by Client errors, unauthorized changes, prescribed materials, or third-party suppliers.
  8. Claims expire two years after the complaint deadline.

ARTICLE 12. LIABILITY

  1. User’s liability is limited as follows:
  2. Liability arises only after written notice and a reasonable rectification period.
  3. No liability for damage caused by incorrect/incomplete information from Client.
  4. Liability is limited to the insurer’s payout or, if absent, to twice the invoice value.
  5. Only direct damage is covered. Consequential damage (e.g., lost profits, downtime, personal injury) is excluded.

ARTICLE 13. INDEMNITY AND CLIENT ASSISTANCE

  1. Client indemnifies User against third-party claims unless due to User’s fault.
  2. If User is held liable by third parties, the Client must assist in and out of court and compensate legal costs.

ARTICLE 14. APPLICABLE LAW AND DISPUTES

  1. Dutch law applies exclusively, even if execution occurs abroad or if one party is foreign. The Vienna Sales Convention is excluded.
  2. The competent court at the User’s place of business has exclusive jurisdiction over disputes.

ARTICLE 15. FINAL PROVISIONS

  1. These terms are filed with the Chamber of Commerce.
  2. The version last provided to the Client applies.
  3. The Englisch text is decisive for interpretation.