Terms and conditions

Last update: August 07, 2019

3D Neuro
Zonnebloemstraat 40
6542NG Nijmegen
The Netherlands

Chamber of Commerce (KvK) number: 70236917
VAT (BTW) identification number: NL858206869B01

General
These terms and conditions apply to every offer, statement and agreement of 3D Neuro, a private company with limited liability, hereinafter referred to as: “3D Neuro”, and a Counterparty on which 3D Neuro has declared these conditions applicable, as far as parties have not deviated these terms expressly and in writing.
These terms and conditions shall also apply to agreements with 3D Neuro for which 3D Neuro must engage the services of third parties in order to execute the agreement.
These terms and conditions also apply to all the employees of 3D Neuro and its management.
Any reference by the Counterparty to its own purchasing terms, or other terms and conditions, shall not be accepted by 3D Neuro.
If one or more provisions of these terms and conditions will be wholly or partially invalid or void at any time, the remains of these general terms and conditions will apply. 3D Neuro and the Counterparty will enter into negotiations to develop new rules to replace the invalid provisions to agree, as much as possible observing the purpose and intent of the original provisions.
If uncertainty exists regarding the interpretation of any provision of these terms and conditions, then the explanation must be found “in the spirit” of these provisions.
If there is a conflict between parties that does not occur in these terms and conditions, this situation should be assessed “in the spirit” of these terms and conditions.
If 3D Neuro does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or that 3D Neuro would in any degree lose the right to otherwise strict compliance with the provisions of these terms and conditions.
No term contained herein is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement (including any employee, officer, agent, representative or subcontractor of either Party).

Quotations and agreement
All of 3D Neuro’s offers and quotations shall be without obligations. A tender offer is void if the product or service, to which the offer relates, is no longer available in the meantime. Unless stated otherwise in the quotation itself, a quotation is valid for 30 days from the date mentioned on the quotation.
3D Neuro cannot be held to its tenders and offers when Counterparty can reasonably understand that the bids or offers, or any part thereof, are subject to an obvious mistake or error.
Unless stated otherwise, the prices mentioned in any of 3D Neuro’s offers and tenders shall be exclusive of VAT and stated in EUROS. The bidding will furthermore exclude other government levies and any additional costs, including travel and subsistence, shipping and handling.
Unless explicitly otherwise agreed by Counterparty and 3D Neuro, all deliveries by 3D Neuro will be made Ex-Works (INCOTERMS 2010), meaning the costs for transportation and other costs as mentioned above in the paragraph shall be borne by Counterparty.
When acceptance (with or without subordinate items) from the tender differed from the offer made by 3D Neuro, then 3D Neuro is not bound. Agreement will not be in accordance with this deviating acceptance. The agreement now will not be valid, unless 3D Neuro states otherwise.
A composed quotation shall not oblige 3D Neuro to execute part of the assignment against a corresponding part of the price. Offers and tenders shall not apply automatically to future orders.
Products or Services offered hereunder and subsequent availability/delivery may be subject to the granting of a USA, UK or EU export license and Counterparty will be required to provide adequate information to facilitate application for same.

Contract duration; delivery, implementation and modification agreement
The agreement between 3D Neuro and the Counterparty is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise.
When for completion of certain work or for the supply of certain products/services a certain period of time is agreed or specified, this never will be a deadline. When a term is exceeded, Counterparty will hold 3D Neuro liable by notice. 3D Neuro must be offered a reasonable period to implement the agreement.
When 3D Neuro requires information from the Counterparty to execute the agreement, the execution time will not start before Counterparty has provided 3D Neuro with the required and accurate information.
Delivery will be Ex Works from 3D Neuro. Counterparty is obliged to take away the goods/services as soon as 3D Neuro makes them available for him. When Counterparty refuses or fails to provide information or instructions necessary for the delivery, 3D Neuro is entitled to store the goods/services at the expense and risk of the Counterparty.
3D Neuro has the right to have certain work done by third parties.
3D Neuro has the right to execute the agreement in different phases and bill each executed phase separately.
When the agreement is executed in phases, 3D Neuro can suspend the execution of the next phase until Counterparty approves the execution of the preceding stage.
If during the execution of the agreement it shows that for having a proper implementation, an amend or supplement for the agreement is necessary, both parties will timely consult each other to adapt the agreement. If the nature, magnitude or content of the contract, whether or not at the request of the Counterparty, is changed, this may also have implications for what was originally agreed. The initially agreed pricing can be increased or decreased. 3D Neuro will quote in advance as much as possible. Due to changing of the agreement, the initial period of execution can be amended. Counterparty accepts the possibility of amending the agreement, including the change in pricing and time of execution.
The agreement is amended, supplements included, 3D Neuro is entitled to first implement after it has been agreed by the authorised person within its organisation and Counterparty has agreed to implement the specified price and other conditions, including the term to which implementation is given. Failure or delay of the changed agreement will not make 3D Neuro in default and will not entitle Counterparty to cancel the agreement. Without being in default 3D Neuro can decline a request to amend the agreement when this request can result in changes of the quantitative and/or qualitative terms of the agreement.
If Counterparty is in default in proper fulfilment of its obligations to 3D Neuro, then Counterparty will be liable for all direct or indirect damages (including costs) on account of 3D Neuro.
When 3D Neuro and Counterparty have agreed to a fixed price, 3D Neuro nevertheless is at all times entitled to increase the price without Counterparty being entitled to terminate the contract, for that reason the increased price is a result of any law or regulation, or its cause in an increase in the price of raw materials, wages, change in currency exchange rates or other grounds which aren’t foreseeable at the time of conclusion of the contract.
When the increase of the price other than as a result of amendment to the agreement exceeds 10% within 3 months after the conclusion of the contract, then Counterparty is entitled to terminate the contract by written notice following the Dutch Civil Code, Title 5, Section 3 of book 6 of this Code. This unless 3D Neuro is still willing to fulfil the agreement on basis of the original engagement.
Goods and services delivered under this agreement shall be deemed to be accepted unless Counterparty rejects them and informs 3D Neuro of the reasons for rejection within five business days of delivery.

Suspension, dissolution and termination of the agreement
3D Neuro is authorised to terminate the fulfilment of the obligations or to suspend or terminate the agreement, if: a) Counterparty does not fully or in a timely manner fulfil the obligations under the agreement; b) After conclusion of the contract 3D Neuro learns of circumstances giving good ground to fear that Counterparty will not fulfil its obligations; c) The Counterparty at the conclusion of the agreement is requested to provide security for the fulfilment of his obligations under the agreement and this security is not provided or insufficient; d) Due to delay on the part of the Counterparty, one can no longer require the fulfilment of the agreement of 3D Neuro within the originally agreed conditions, 3D Neuro is entitled to terminate the agreement.
Furthermore, 3D Neuro is entitled to terminate the agreement if circumstances arise of such nature that the unaltered fulfilment of the agreement cannot reasonably by demanded of 3D Neuro.
When the agreement is dissolved, 3D Neuro’s claims against Counterparty are immediately due and payable. If 3D Neuro suspends fulfilment of its obligations, he shall retain his rights by law and the agreement.
If 3D Neuro chooses for suspension or dissolution of the contract, he is in no way liable for damages and costs, occurred in any way.
If the dissolution of the contract is accountable to the Counterparty, 3D Neuro is entitled to compensation for damages, including direct and indirect costs.
If Counterparty fails to comply to the contract and justifies the termination of this contract, 3D Neuro is entitled to terminate the agreement with immediate effect without any obligation to pay any damages or compensation, while Counterparty, being in default, is responsible for damages or compensation.
If the agreement is terminated by 3D Neuro, 3D Neuro will, in consultation with Counterparty, arrange for transfer of work to third parties. This unless the termination is accountable to Counterparty. If the transfer of the work brings extra costs for 3D Neuro these costs will be charged to the Counterparty. Counterparty is held to pay such costs within the period specified, unless 3D Neuro indicates otherwise.
In the event of liquidation, (application of) suspension of payment, bankruptcy, distraint – if not expired within 3 months – at the expense of Counterparty or any other circumstance that Counterparty has no longer the free disposal over its assets, 3D Neuro is free to terminate the agreement with immediate effect or to cancel the order or agreement without any obligation to pay any damages or compensation. Claims from 3D Neuro against Counterparty in that case are immediately due and payable.
If Counterparty cancels an already placed order wholly or partially, then the therefore ordered and already executed parts as well as the forwarding-, disposal- and delivery costs already made will be charged to the Counterparty.

Force Majeure
3D Neuro is not obliged to live up to any commitments if 3D Neuro is hindered due to a circumstance that is not due to blame nor under the law, a legal act or generally accepted for its account.
Force Majeure is in these terms and conditions, in addition to the provisions of the law and jurisprudence, all external causes, foreseen or unforeseen, on which 3D Neuro has no influence, but which prevents 3D Neuro to its obligations. This includes strikes within 3D Neuro or third parties. 3D Neuro has the right to invoke Force Majeure if the circumstance preventing 3D Neuro (further) fulfilment of the contract occurs during or after the time the contract had to be fulfilled.
During the period of Force Majeure 3D Neuro can postpone the obligations arising from the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
For as much as 3D Neuro has partially fulfilled its obligations at the time of the occurrence of Force Majeure, 3D Neuro is entitled to bill the fulfilled part. Counterparty is obliged to pay this invoice as if it were a separate agreement.

Payment and collections costs
Payment must be done either before providing the service or within 14 days after invoice date unless otherwise specified by 3D Neuro. 3D Neuro is entitled to periodic billing if applicable.
If Counterparty fails to pay on time, he is legally in default. The Counterparty shall owe an interest of 2% per month, unless the statutory interest is higher, in which case statutory interest is held as interest. The interest shall be calculated from the time that Counterparty is in default until the moment of payment of the full amount owed.
3D Neuro has the right to stretch the payments done by Counterparty in the first place to reduce the costs, subsequently to reduce the interest owed and finally to reduce the capital sum and the accrued interest.
3D Neuro can, without being in default, refuse an offer for payment, if Counterparty chooses a different order for the allocation of the payment. 3D Neuro can refuse the complete payment of the capital sum if the accrued interest and collection costs are not paid for.
Counterparty is never entitled to settle its debts to 3D Neuro.
Objections to the height of a bill do not suspend the obligation to pay. If Counterparty does not appeal to section 6.5.3 (Articles 231 to 247 of book 6 of The Dutch Civil Code), he is not entitled to suspend the payment of an invoice for any other reason.
If Counterparty is in default or omission in the (timely) fulfilment of his obligations, all reasonable costs incurred in obtaining payment extrajudicial on behalf of the other party. The extrajudicial costs are calculated on basis of what is common following the Dutch Collection Practice, currently the method of calculation is in accordance to “Rapport Voorwerk II”. If, however, 3D Neuro has made higher costs for collection which have been reasonably necessary, the actual costs are eligible for compensation. Any judicial and execution costs will also be recovered from Counterparty. Counterparty also owes interest over the collection costs.

Retention
All items under the agreement supplied by 3D Neuro will be in the possession of 3D Neuro until Counterparty has properly fulfilled all its obligations under the agreement(s) with 3D Neuro.
Goods or services, delivered by 3D Neuro, which under paragraph 1 are covered by the property reservation, may not be resold and may never be used as payment. Counterparty is not entitled to pledge or encumber the items falling under retention.
Counterparty is always to do what is reasonably expected of him to secure the property of 3D Neuro.
If third party seizes goods or services which are covered by the property reservation, or has or wants to establish rights or exercise, then Counterparty is obliged to immediately notify 3D Neuro.
Counterparty obliges itself to insure the under retention delivered goods or services and keep them insured against fire, explosion and water damage and theft. Counterparty will show policy of insurance on first request of 3D Neuro. 3D Neuro is entitled to any payment of this insurance. As far as necessary Counterparty commits itself in advance to co-operate with everything that in this context is necessary or appears to be desirable.
In the case 3D Neuro wants to wield its retention rights as indicated in this Article, Counterparty gives his unconditional and irrevocable permission to 3D Neuro and designated third parties to enter all those places where the properties of 3D Neuro are located and retake these items.

Liability
If 3D Neuro is liable, this liability is limited to what is stated in this provision.
3D Neuro is not liable for damages of whatever nature, caused by 3D Neuro due to incorrect and/or incomplete data provided by Counterparty.
If 3D Neuro is liable for any damages, then the liability shall be limited to twice the invoice value of the order, or part of the order to which the liability relates.
In any case liability of 3D Neuro is limited to the amount paid by its insurer.
3D Neuro is solely liable for direct damage.
With direct damage is meant only the reasonable costs incurred to establish the cause and extent of damage, for as far the cause is related to damage in the sense of these terms, the reasonable costs incurred for deficient performance of 3D Neuro regarding the agreement, as far as these can be attributed to 3D Neuro and the reasonable costs incurred to prevent or limit damage, if Counterparty demonstrates that these expenses resulted in reduction of the direct damage as referred to in these terms and conditions.
3D Neuro is never liable for indirect damage, including consequential damages, lost profits, lost savings and damage due to business stagnation.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of 3D Neuro or its executive subordinates.

Transfer of Risk
At that moment 3D Neuro has transferred the goods/services to Counterparty, the risk of loss, damage or depreciation is transferred to the Counterparty.

Indemnification
Counterparty indemnifies 3D Neuro against possible claims from third parties, who suffer damage by implementation of the agreement or due to a connection with the delivered goods/services for which e the cause it not accountable to 3D Neuro.
If 3D Neuro should be addressed directly by a third party, Counterparty is held to assist both outside and in law and Counterparty is to do immediately what in that case can be expected. Should Counterparty fail to take adequate measures, then 3D Neuro, without notice, is entitled to take these measures itself. All costs and damages on the part of 3D Neuro and third parties are for the account and risk of Counterparty.

Intellectual Property
3D Neuro retains the rights and powers for which he is entitled under the Copyright and other intellectual property laws and regulations. 3D Neuro has the right to use the increased knowledge, known due to execution of an agreement, for other purposes, provided that no strictly confidential information of the Counterparty is communicated to third parties.

Applicable law and disputes
To all legal relationships to which 3D Neuro is a party, only Dutch law applies, even if a contract is executed wholly or partly abroad, and/or if Counterparty concerned is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
The judge or court in the location where 3D Neuro is located shall have exclusive jurisdiction over disputes, unless Dutch law requires otherwise. Nevertheless, 3D Neuro is entitled to submit any dispute to the competent court according to law.
Parties will first appeal to court only after trying to the utmost to solve a dispute by mutual agreement.

Change conditions
Applicable is always the latest version valid at the time of the formation of the agreement between Counterparty and 3D Neuro.