Paragraph 1: DEFINITIONS
Chamber of Commerce - Leiden, The Netherlands: no. 28087820.
Leiden, February 23, 2002
Non-Dutch Version of the Standard Terms and Conditions PITS BV
Any non-Dutch version of the Terms and Conditions containing the
present clause is provided for the sake of convenience only and the
Dutch Version, which will be made available to the Other Party at any
time upon his request, shall be the only binding one.
Paragraph 1: DEFINITIONS |
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In these terms and conditions, unless the context specifies otherwise:
1. PITS B.V.: Psychologische Instrumenten Tests & Services B.V., established in Leiden, registered with the Kamer van Koophandel en Fabrieken for Rijnland in Leiden, registration number 28087820, further PITS;
2. The Other Party, or participant in case of participation in a course: any party that enters into an agreement with PITS;
3. Registered Customer: the other party that is registered with PITS and has received a registration number from PITS;
4. Necessary qualifications: the qualifications that a registered customer should meet in order to become a Registered Customer with PITS;
5. Order: agreements, price indications and offers which lead to:
- shipping of test materials in written and physical object form and
electronic form like CD-ROMS and internet, including inspection copies,
hereinafter ‘(test)materials’;
- organizing training sessions and consultancy activities for groups
and individuals, including the delivery of accessory course material,
hereinafter ‘courses’;
- organizing (telephone) consulting hours with regard to the shipped
(test)materials;
all in the broadest meaning possible.
Paragraph 2: PRICE INDICATIONS |
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1. All offers made by PITS are without any consequences, unless explicitly specified differently; they can be changed by PITS after having been accepted by the Other Party.
2. Without prejudice to the provisions in article 1, offers by PITS are valid for a period of 30 days, unless explicitly specified otherwise.
Paragraph 3: Start, Delay and End of Order |
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1. The order becomes an order at the moment PITS has sent the Other Party an order confirmation. An order confirmation is a written confirmation by PITS of an oral agreement. The order can become definite also in another way than by means of a written order confirmation.
2. The Other Party has to be registered with PITS and has to have a registration number, before it can enter into an agreement with PITS.
3. In case of an order to supply (test)materials, a preceding
registration with PITS is obligatory. In that case the Other Party has
to meet the qualifications demanded of PITS. PITS has the right to ask
for (a copy of) a diploma of the educational courses followed.
The Other Party has to inform PITS about changes which may cause that
it no longer meets the qualifications demanded by PITS. If these
changes are not reported, the fine is euro 2.500 per infringement and
for each day that the infringement continues, euro 125 will be added to
the first amount. In addition, PITS has the right to claim damages from
the Other Party.
If the Other Party does no longer meet the
qualifications made by PITS, PITS has the right to cancel, change,
respectively, the registration of the Other Party.
4. If the Other Party does not meet his obligations or if PITS has good reasons to fear that it will not meet its obligations, PITS has the right to postpone PITS’ obligations connected with said obligations. PITS can postpone other acts, which are based on that same legal relationship or on matters that are relevant between parties. Without prejudice to what takes place, PITS reserves all rights given by law or by these Standard Terms.
5. The Other Party can only cancel an order, if this is agreed upon in writing. If the Other Party can stop an order from PITS with a period of notice, then this notice has to be in writing (having regard to this notice) by means of a registered letter with confirmation of receipt.
6. Without prejudice to the further rights and the conditions in
these Standard Terms, PITS can without judicial intervention by means
of a written statement, dissolve the agreement:
- in case the Other Party fails to meet the obligations;
- in case the Other Party applies for a suspension of payments order;
- in case the Other Party is declared bankrupt;
- in case the Other Party loses the discretionary decision of capital
or salary in total or in part;
- if a considerable portion of properties or capital of the Other Party
is confiscated;
- if the Other Party sells or liquidates his company;
- if and when the Other Party no longer meets the qualifications for
the supply of (test)materials.
Paragraph 4: INSPECTION COPIES |
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1. (Test) Materials supplied as inspection copy will remain at all times PITS property. The Other Party is expected to return the (Test) Materials to PITS in the same condition, within the agreed upon term. Shipping costs of the Other Party to PITS have to be paid by the Other Party.
2. If the Test (Materials) did not arrive at PITS in a right state or within the agreed upon term then the shipment has been supplied according to the purchase agreement and the Other Party has to pay the full amount. The Other Party has in that case the right to keep the (Test) Materials, have the (Test) Materials returned to him at his costs, respectively.
Paragraph 5: EXECUTION OF THE ORDER |
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1. The way the order is executed is at the choice of PITS. The Other Party has to place at the disposal of PITS all relevant details, papers and materials that PITS needs in order to execute the order in a proper way. The Other Party will provide all necessary information and will cooperate without costs.
2. PITS has the right to involve a third party in the execution of the order.
3. PITS can be only held to a cancellation or a change of the order, if this is confirmed in writing and if PITS has accepted it in writing.
4. PITS has the right to make minor changes in the order, without becoming as a consequence liable for damages and/or without this entitling the Other Party to cancel or dissolve the order.
5. In case of a flaw in the execution of the order, PITS has the right to repair it within a reasonable term, without becoming liable for damages and/or without the rights for the Other Party to cancel or dissolve the order.
Paragraph 6: USE OF ORIGINAL PRODUCTS |
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Unless with the explicit written permission of PITS, the Other Party
is obliged at all times to use exclusively the original (Test)
Materials supplied by PITS. It is therefore not allowed to remake or
have remade and/or buy from a third party and/or replicate the (Test)
Materials supplied by PITS totally or partly.
If this rule is breached,
the Other Party will pay a fine of euro 5,000 per infringement, whereby
PITS reserves the right to be completely indemnified.
Paragraph 7: LICENSES / SUBSCRIPTIONS |
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If PITS supplies materials based on license or as a periodical, the following conditions apply in addition to the other conditions:
1. A subscription or license implies that PITS supplies test materials in whatever form periodically, according to an agreed upon time schedule, to the other party till the other party cancels. The other party pays for the test materials in advance.
2. The agreement holds, unless explicitly specified otherwise, always for a term of at least one year.
3. The fee for a subscription / license always has to be paid in advance.
4. If name and/or address of the other party changes, the other party has to report in writing the old and the new address at least 14 days before the change takes place.
5. The agreement is implicitly renewed at the current price for the
same period as the current period unless the other party has cancelled
by means of a duly signed registered letter in accordance with the
cancellation period agreed upon.
A cancellation is only possible at the end of a license / subscription
period.
Paragraph 8: COURSES |
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1. Signing up for a course of PITS implies filling out a form or
sending in an e-mail with the specified details. Allocation takes place
in the order of signing up.
With too many subscriptions, a waiting list is created. Persons with a
PITS registration number are preferred above persons without a PITS
registration number.
2. PITS has the rights to choose participants based on qualifications required for a specific course.
3. PITS has the rights to deviate from the contents indicated for a course.
4. Unless otherwise specified, the fee for the course includes coffee, tea, meals and course materials. Costs for overnight stay are not included. Unless otherwise specified, the costs for the course have to be paid in advance. In case of overdue payment, PITS has the right to refuse a participant.
5. If by force majeure on the side of PITS a course cannot take place, PITS will set another date. If the force majeure concerns the course as a whole and if there is no prospect of a short-term, alternative starting date then PITS has the right to cancel the course in writing, without being responsible for indemnifying for the cancelled course. PITS will refund course costs pro rata.
6. In case too few participants sign on for a course, PITS has the right to cancel the course. The participants are entitled to be 100% refunded for the course costs.
7. PITS cannot be forced to repeat sessions in case a participant was not able to attend a specific session.
8. In case a participant is not able to attend a course, the participant is allowed to appoint another person to take his place. The name of this person has to be reported to PITS three days before the course starts.
9. In case a participant cancels the course longer than 14 days in advance, 50% of the costs have to be paid. In case a participant cancels the course 7 days or shorter before the course starts, the participant has to pay the full price for the course. In case the participant stops the course after it has been started or does not participate otherwise, the participant is not entitled to any refund.
Paragraph 9: PRICE AND PRICE ADAPTATION |
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Paragraph 10: PAYMENTS |
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1. Unless explicitly agreed otherwise between parties in writing, all payments must be made within 14 (fourteen) days after Invoice Date without the Other Party being entitled to a discount or deduction either at PITS’ office or by means of a deposit into PITS’ bank account.
2. If the Other Party fails to fulfill or is untimely in fulfilling its payment obligations then it is in default without the necessity for further warning or proof of default. Then PITS has the right to invoice per month the Other Party the legal interest over the amount due, increased by two percent points, to be calculated from the date of invoice until the date of total settlement.
3. All costs of judicial and extra-judicial collection of debts are for account of the Other Party. The extra-judicial costs are hereby determined at the stepped collection rates of the Nederlandse Orde van Advocaten (Dutch Bar Association), at a minimum of euro 250 unless the actual costs exceed this amount.
4. If the Other Party seeks to arrange a debt settlement with his creditors, in case of declared bankruptcy, application for suspension of payments order, credits attachment and/or liquidation of the firm as well as in the event of death and/or being in receivership, all that PITS has due from the Other Party is claimable immediately, without diminishing the right to claim the surplus costs.
Paragraph 11: DELIVERY / DELIVERY TIME |
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1. Delivery of (test) materials takes place at (the address of) the Other Party, unless explicitly agreed otherwise in writing. PITS can consider the address obtained from the Other Party as accurate until it has received a new address (in writing).
2. Delivery is considered to have taken place either the moment the (test) materials have been handed out to the Other Party or when the address given by the Other Party has been reached. If the Other Party takes care of transportation of the (test) materials himself, it does so entirely at its own risk and at its own expenses and delivery shall be considered to have taken place the moment of the factual handing out of the (test) materials by PITS.
3. From the moment of delivery (test) materials are entirely at risk of the Other Party.
4. The agreed time of delivery is, unless explicitly agreed otherwise in writing, not an absolute deadline. Exceeding any period of delivery does not entitle the Other Party to compensation.
5. PITS reserves the right to make delivery in parts.
Paragraph 12: RETENTION OF TITLE |
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1. PITS retains title of all (test) materials delivered or yet to be delivered by it to the Other Party until the purchase price as well as the relevant contingent interest due and (extra-) judicial costs for all these (test) materials have been paid entirely. Furthermore, the retention of title also applies to the claims PITS has against the Other Party or may have on account of failing of the Other Party to meet other agreements existing between them as well as to all other claims PITS has against the Other Party owing to the legal relationship existing between them.
2. As long as ownership of the delivered (test) materials has not passed to the Other Party, it is not allowed to adapt these delivered materials, make a transfer of property, pledge or otherwise encumber, alienate or hand them over in use by whatever title / name.
3. The Other Party is bound to treat the materials delivered under title retention with the necessary and due care and as recognizable property of PITS.
4. If the Other Party fails to meet his payment obligations towards PITS or if PITS has good reasons to fear that he will fail to meet these obligations and also in such cases as intended in paragraph 3 section 6, PITS is entitled to repossess the materials delivered under title retention and is also entitled to enter the areas where the aforementioned (test) materials are located as well as the areas that provide access thereto.
Paragraph 13: CLAIMS AND COMPLAINTS |
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1. The Other Party is obligated to either check the delivered (test) materials and course materials for shortcomings and damages immediately after receipt, or to administer these checks immediately after being informed that the (test) materials are at the disposal of the Other Party.
2. Claims concerning the order are to be made known to PITS in writing either within 10 working days after delivery or after completion of the order to which the Order Party’s claim relates. Claims concerning the order do not suspend the payment obligations of the Other Party.
3. Claims concerning the invoiced amount are to be made known to PITS in writing within fourteen days after the invoice date.
Paragraph 14: LIABILITY |
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1. PITS’ liability for all immediate damages and costs caused by or directly connected to shortcomings in the execution of the order is at all times limited to 100 % of the net invoice amount per order, unless in case of malicious intent or gross negligence by PITS.
2. PITS is never liable for indirect damage and costs in any way connected to deficiencies in the implementation of the order.
3. PITS is never liable for damage that the Other Party sustains as a result of the actions of implementers, teachers, suppliers or other third parties that PITS may use in the implementation of the order, or for advertisements or announcements of a third party included in materials delivered.
4. PITS is not liable for the consequences of exceeding the date on which the order ought to have been implemented, such to include overdue receipt of the delivery.
5. PITS is never liable for defects and/or any damage to documents, materials or other properties of the Other Party being held by PITS in connection with the implementation of the order. The Other Party is obligated to sufficiently insure these goods and keep them under insurance.
6. PITS is never liable for damage the Other Party sustains as a result of flaws in the delivered (test) materials or course materials, unless in case of malicious intent or gross negligence by PITS.
7. PITS is never liable for the Other Party not or not successfully passing or finishing a course nor for the practical application of a course’s contents by students.
Paragraph 15: FORCE MAJEURE |
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1. If, as a result of causes not attributable to PITS, such to include interruption of the orderly course of business within the enterprise of PITS or within the company of a third party whose services PITS may be using in the implementation of the order, PITS fails to fulfill or inadequately fulfills its obligations then these obligations shall be suspended until the moment PITS is able to resume its implementation of the order as agreed, without PITS being bound to pay any damages to the Other Party or a third Party.
2. If PITS is not able to fulfill its obligations towards the Other Party within a reasonable term, PITS shall give immediate notice of such to the Other Party thereby including an estimate of the length of time by which the delivery time will be exceeded. Both PITS and the Other Party have thereupon the right to dissolve the agreement existing between them, without PITS being bound towards the Other Party to pay any damages in connection with the dissolution.
3. If, at the moment the force majeure situation sets in, PITS has already partially fulfilled its obligations or is able to only partially fulfill its obligations then PITS is entitled to invoice the already delivered/implemented part, and the Other Party is bound to pay as if it were a separate agreement.
Paragraph 16: COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS |
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Copyright and any other intellectual property rights to all PITS supplied, published, respectively, course materials, (test) materials, publications and other informative products rest with PITS, its licensers, its suppliers / publishers and original authors. No parts of these publications may be reproduced, recorded and/or disclosed by any means without the explicit preceding written consent from PITS, on penalty of a fine of Euro 25,000 per infringement, without prejudice to PITS’ right and the right of its licensers, its suppliers / publishers and original authors to claim full compensation.
Paragraph 17: APPLICABLE RIGHTS AND CHOICE OF FORUM |
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1. All agreements between PITS and the Other Party will be subject to the laws of Netherlands.
2. All disputes resulting from this agreement are settled by exclusion by the appropriate Court in the ‘s-Gravenhage District.