General Terms and Conditions

Stichting Centre of Expertise Water Technologie (CEW)

These General Terms and Conditions have been laid down by Stichting Centre of Expertise Water Technologie (CEW) and have been filed with the Commercial Register in Leeuwarden under number 53598067.

GENERAL TERMS AND CONDITIONS

Article I. Definitions and applicability

1.1 The capitalised definitions have the following meaning in the context of these General Terms and Conditions:

Background Knowledge: all knowledge, know-how, data and materials (including any intellectual property rights on them) available to CEW or the Contract Partner that have been generated by the Contract Partner or CEW outside the scope of the Activities prior to the start of the Activities;

General Terms and Conditions: these General Terms and Conditions as filed with the Commercial Register in Leeuwarden under number 53598067;

Documentation: all information, data, samples, equipment, or other matters to be provided to CEW by the Contract Partner that are relevant to the execution of the Activities;

CEW: the unique partnership between education, research, authorities, and enterprises for the purpose of reinforcing the knowledge economy in the field of water technology;

Contract Partner: the natural person or legal entity that ordered CEW to perform Activities;

Offer: CEW’s offer to the Contract Partner to perform Activities for a specific price and in accordance with an Action Plan;

Action Plan: appendix to the Offer that describes the Activities;

Report: a Written document that describes the executed part of the Activities as well as any Results;

Result: any result that has been obtained and recorded in a Report, if applicable, within the scope of the Activities;

Writing/Written: by letter, email or message transmitted through another common means of communication that can be received electronically or on paper, provided that the identity of the sender can be determined with sufficient certainty;

Confidential Information: all information the receiving party received from
the providing party in the context of the activities and that has been designated as confidential by the providing party or of which the receiving party can or should reasonably know that this information is confidential;

Activities: all activities performed by CEW based on an Action Plan agreed between the Contract Partner and CEW.

1.2 These General Terms and Conditions apply to all Offers, agreements and Action Plans between CEW and the Contract Partner, with explicit exclusion of any general terms of conditions, regardless of what they are called, of the Contract Partner.

1.3 Deviations from and additions to these General Terms and Conditions are only valid if these have been explicitly agreed in Writing.

1.4 If any conditions in these General Terms and Conditions and in the agreement are in conflict with each other, the conditions included in the agreement take precedence with regard to this conflict.

1.5 In case of conflicts between different documents, the following ranking applies: 1) Offer, 2) agreement, 3) General Terms and Conditions, 4) Action Plan.

Article II. Offer, content of the agreement

2.1 An Offer is free of obligations unless it contains an acceptance period.

2.2 An agreement is formed when the Contract Partner signs and returns an Offer issued and signed by CEW, and enters into effect on the date on which the Contract Partner has signed and returned the Offer. If CEW started the execution of the Activities with the Written approval of the Contract Partner, the content of the Offer will be considered to be accepted by the Contract Partner.

2.3 The agreement is executed in accordance with the description of the Activities included in the Offer and/or Action Plan, including all changes made to these that have been agreed in Writing.

2.4 Any research into the existence of patent rights of third parties or the possibility of patenting is not part of the agreement. If research as intended above has been explicitly agreed in Writing with the Contract Partner, CEW does not accept any liability for the content and results thereof.

Article III. Execution of the agreement

3.1 In the execution of the agreement, CEW obliges themselves to executing the agreement to the best of their insight and capabilities as well as the requirements of professionalism and good entrepreneurship, all this based on the current state of knowledge.

3.2 All periods of time stated in the Offer and Action Plan are not deadlines. CEW is not in default by the mere exceeding of the periods. If it turns out that CEW is about to substantially exceed a period, CEW will report this to the Contract Partner and enter into consultations.

3.3 CEW is not obliged to start the Activities before the Documentation has actually been provided to CEW in the agreed form, numbers and/or quality.
Any delay in the provision of the Documentation gives CEW the right to make a revised planning and to charge the costs arisen as a result of waiting times on to the Contract Partner.

3.4 CEW is authorised to replace employees performing the Activities with other employees. CEW has the right to have third parties perform (parts of) the agreement under its responsibility without the prior permission of the Contract Partner.

3.5 The Parties inform each other of any special circumstances in of during the execution of the agreement that are, in the judgement of a party, of interest to the other party .

3.6 If the agreement (partly) involves investigating products or parts thereof, the Contract Partner bears responsibility for the selection, representativeness, indication of codes and brand or product names, identification, date of sampling, and other relevant information of the samples to be investigated.

3.7 CEW will store matters, including samples or remains thereof provided to CEW as part of the agreement, for a period agreed by the parties, if reasonably possible. If the Contract Partner has not made arrangements for returning these matters within this period, CEW is free to take appropriate measures at the Contract Partner’s costs.

Article IV. Reporting

4.1 CEW reports to the Contract Partner on the progress of the execution of the agreement in accordance with the provisions of the Offer or Action Plan.

4.2 Results or Reports are deemed to be accepted by the Contract Partner if CEW has not received any Written objections within four (4) weeks after sending the Results or Reports.

4.3 CEW transfers the copyright on the Reports to the Contract Partner after the provisions in article 5.5 of these General Terms and Conditions have been met.
The Contract Partner gives CEW the right to multiply these Reports for internal use.

4.4 The Contract Partner is not authorised to use the name and logos of CEW or parts thereof in any context whatsoever.

4.5 Without the prior Written permission of CEW, the Contract Partner is not permitted to publish a Report or Result in full or partially or have it published. Publishing also includes submitting to third parties for inspection, use for the purposes of legal procedures, advertising, and acquisition in a more general sense.

Article V. Price and payment

5.1 All amounts stated by CEW in the Offer or the Action Plan for the execution of the Activities are in euros and exclusive of turnover tax. Travel and accommodation costs are charged separately based on subsequent calculation.

5.2 Unless otherwise agreed in the Offer, the amount stated in the Offer is a fixed price. CEW is authorised to index the part of the price for the execution of the agreement that has not yet been invoiced every time on 1 January in accordance with the annual adjustment of Statistics Netherlands’ Consumer Price Index. Costs of additional work can only be charged to the Contract Partner if the Contract Partner has agreed to this in Writing in advance.

5.3 Invoicing for the execution of the agreement is performed by the Contract Partner in accordance with the schedule included in the Offer. If no schedule has been provided, CEW can demand advance payment and/or send interim invoices.
CEW send invoices that will be paid by the Contract Partner within thirty (30) days after the invoice date.

5.4 If an invoice has not been paid within thirty (30) days after the invoice date in accordance with article 5.3 of the General Terms and Conditions, CEW is authorised to increase the invoice amount with a default interest of one and a quarter per cent (1.25%) per (part of) thirty (30) days, to be charged until the invoice amount, including aforementioned increase, has been paid. Furthermore, CEW can charge the costs of (judicial or extrajudicial) collection to the Contract Partner.

5.5 Up to the time that the Contract Partner has paid all amounts due in the context of the agreement, CEW retains ownership of all matters it has provided to the Contract Partner in the context of the agreement.

Article VI. Confidentiality

6.1 The receiving party is obliged to treat the Confidential Information as confidential, to maintain secrecy thereof, and to use it for no other purpose than the execution of the agreement. These obligations remain in place up to two (2) years after the end of the agreement.

6.2 The obligations in article 6.1 of these General Terms and Conditions do not apply to Confidential Information of which the receiving party can demonstrate that:

  • it was public knowledge at the time it was provided, or has become public knowledge after it was provided through no fault of the receiving party;
  • the receiving party possessed the information at the time it was shared with them;
  • it has been obtained from a third party without an obligation of confidentiality and the receiving party, to the best of their knowledge, could assume it did not come from the providing party;
  • it has been obtained from own research without using the received Confidential Information in any way;
  • the receiving party must publish it pursuant to a statutory duty or by order of a judicial institution, administrative body, or government body.

6.3 The obligations resulting from article 6.1 of these General Terms and Conditions do not apply if and insofar as they are in conflict with obligations of CEW, and if and insofar as CEW anticipates serious hazards to people, materials, the environment, or public health in this context. In this case, CEW will deliberate with the Contract Partner, if possible, before publishing the Confidential Information.

Article VII. Rights to Results

7.1 CEW and the Contract Partner each remain the owner of their Background Knowledge.

7.2 The intellectual property rights of Results ensuing from the agreement are vested in the Contract Partner. Within the area of research of the agreement as described in the Offer and/or the Action Plan, CEW has a non-transferable, non-exclusive right of use of the Results at no cost.

7.3 CEW has the right to use the Results for internal research purposes and education. In this context, CEW has the right to multiply and publish Results with due observance of the provisions of article 6 of these General Terms and Conditions. For the duration of the agreement, CEW will present any intended multiplication and publication of Results to the Contract Partner in Writing.

If CEW has not received a Written reaction from the Contract Partner thirty (30) days after the Written notification of an intended multiplication and publication to the Contract Partner, the Contract Partner is considered to have agreed to the intended multiplication and publication.

A motivated Written request for a delay in multiplication and publication of the Contract Partner is only granted for research by the Contract Partner into any Confidential Information in the publication of Results.

Any delay of multiplication and publication of Results is granted for a period of two (2) months. If, on the basis of a further Written arrangement between the Contract Partner and CEW, the Contract Partner is authorised to establish intellectual property rights on the Results in question and proceeds in doing so, the delay is extended by another three (3) months. After expiration of this term/these terms, CEW is authorised to proceed with multiplication and publication.

7.4 If the parties have entered into a confidentiality agreement, the provisions of the confidentiality agreement take precedence over the provisions of article 7 of these General Terms and Conditions.

Article VIII. Liability

8.1 CEW’s total liability for damage at the Contract Partner that results from or is related to the agreement is limited to direct damage with a maximum of the amounts paid by the Contract Partner. This limitation does not apply if and insofar as the damage was caused by intent or deliberate recklessness on the part of CEW.

8.2 CEW is not liable for damage suffered by the Contract Partner as a result of the use of Results by the Contract Partner and/or negative publicity, nor for indirect damage, consequential damage or other additional damage, including but not limited to lost turnover or lost profit and loss of data.

8.3 CEW does not accept any liability for damage that is the result of defects in matters delivered to CEW by third parties, including software that has been forwarded by CEW to the Contract Partner unless and to the extent that CEW can recover this damage from its supplier.

8.4 All claims for compensation towards employees and people used by CEW are excluded. Employees and people used by CEW can invoke this third-party clause stipulated for their benefit at all times.

8.5 The Contract Partner indemnifies CEW against third-party claims that are related in any way to the activities CEW performs for the Contract Partner or that arise from the use of Results. The Contract Partner indemnifies CEW against third-party claims resulting from the use of matters or data that the Contract Partner has provided to CEW in the context of the execution of the agreement.

Article IX. Force majeure

If CEW or the Contract Partner is unable to comply with their obligations from the agreement as a result of force majeure, the party in question may suspend their obligations for the duration of the force majeure situation if the other party has been explicitly informed in Writing of the situation immediately after the force majeure situation has arisen. Force majeure is defined as situations that obstruct the execution of the agreement and that cannot be blamed to the party affected by force majeure, nor are attributable to that party by law, legal act, or generally accepted opinions.

Article X. Termination

10.1 Every party is authorised to immediately terminate the agreement without prejudice to the right to compensation if the other party substantially fails in complying with any essential commitment ensuing from the agreement, subject to the condition that the party in breach fails to comply with their commitments within the reasonable term stated in the Written notice of default sent by the other party.

10.2 The Parties only have the right to immediately terminate the agreement by registered letter in the following cases:

  • if the other party is declared bankrupt or if this party is granted suspension of payment or if a request for such has been submitted;
  • if the other party’s company is being wound up or shut down;
  • if there is force majeure as stipulated in article 11 of these General Terms and Conditions and if the force majeure situation has lasted for more than ninety (90) days.

Article XI. Miscellaneous

11.1 All the Contract Partner’s claims for compensation expire twelve (12) months after the Activities these claims relate to have been performed.

11.2 If it becomes clear that a party cannot legally invoke one or more provisions of these General Terms and Conditions, the agreement and any applicable conditions remain in place unchanged. In case the above occurs, a provision that will approach the relevant provision in terms of content, scope and consequences as much as possible will replace this provision.

11.3 The Contract Partner is not authorised to transfer the rights and obligations in this agreement to a third party without the prior Written permission of CEW, which will not be denied on unreasonable grounds.

Article XII. Applicable law and choice of forum

12.1 Dutch law applies to the agreement between CEW and the Contract Partner.
12.2 All disputes that may arise as a result of the agreement or as a result of further agreements that are the consequence of this agreement will be settled by the competent court of Leeuwarden.

Article XIII. Nullity repair clause

13.1 If any provision of these General Terms and Conditions or of the underlying agreement should be fully or partially null and void and/or invalid and/or unenforceable as a result of any legal regulation, judicial decision or otherwise, this will not have any consequences for the validity of all other provisions of these General Terms and Conditions or the underlying agreement.

13.2 If a provision of these General Terms and Conditions or the underlying agreement turns out to be invalid for a reason as intended in the previous paragraph, but would be valid if it was more limited in scope or intention, this provision will as yet automatically apply with the most encompassing or sizeable limited scope or intention within or with which this provision would be valid.

13.3. Without prejudice to the provisions of article 15, paragraph 2 of these General Terms and Conditions, the parties can deliberate, if desired, to agree on new provisions to replace the null and void or voided provisions. In doing so, the purpose and scope of the null and void or voided provisions will be taken into account as much as possible.

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