General Terms and Conditions

1. General

1.1. The following definitions apply to these general terms and conditions:

Quaestor International BV: contractor as stated in the relevant agreement for the execution of an assignment; 
Client: a third party exercising its profession or function, or that wishes to have an assignment carried out by Quaestor International BV; 
Assignment: the development and/or delivery of products and/or services for the client.

1.2. These terms and conditions apply to all agreements between all companies, institutions and individuals and Quaestor International BV.

1.3. All assignments are executed subject to the following conditions, unless expressly agreed otherwise and confirmed by Quaestor International BV in writing. Agreements with personnel or third parties not employed by it do not bind Quaestor International BV, unless confirmed in writing by it.

1.4. The client acknowledges the applicability of these General Terms and Conditions by the mere fact of giving an assignment of whatever nature to Quaestor International BV.

1.5. If deviations have been agreed with regard to certain subjects regulated by these terms and conditions, the present General Terms and Conditions will remain in force for the remainder of this agreement. Agreed deviations never apply to more than one assignment, unless confirmed in writing in each case.

1.6. These terms and conditions apply to all agreements to be concluded by Quaestor International BV with its clients and the resulting obligations, to the exclusion of other terms and conditions that may be declared applicable by clients, unless otherwise agreed in writing.

1.7. These terms and conditions have been filed with the Limburg Chamber of Commerce.

2. Offers

2.1. All offers are without obligation, unless a period for acceptance is expressly stated in the offer.

2.2. In the case of combined price quotes, there is no obligation to supply a part for a corresponding portion of the price given for the whole.

2.3. All prices quoted by Quaestor International BV are exclusive of V.A.T., unless otherwise indicated.

2.4. The prices in the offers apply only to the specified activities.

3. Assignments

3.1. An assignment is given by the client to Quaestor International BV. Quaestor International BV will execute the agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship.

3.2. If the client cancels all or part of the order given, it is obliged to reimburse Quaestor International BV for all costs reasonably incurred with regard to the execution of this assignment. Quaestor International BV may also demand compensation from the client for any loss of profits and other damages resulting from the cancellation in question.

3.3. Changes to the original assignment, of whatever nature, made in writing or orally by or on behalf of the client, which result in higher costs than could have been charged in the quotation and/or upon receipt of the assignment, can result in extra charges to the client.

3.4. Changes and/or cancellations of assignments will only be binding on Quaestor International BV after written acceptance.

3.5. By the mere fact of placing an assignment, the client waives all rights to terminate the agreement.

4. Execution of the assignment

4.1. Execution of the assignment takes place only after receipt by Quaestor International BV of the offer signed for approval by the client.

4.2. A halt or delay in the execution is not for the expense of Quaestor International BV, unless caused by gross negligence or intent on its part, without prejudice to the provisions in Chapter 5.

4.3. The execution period is always determined by Quaestor International BV in consultation with the client. The execution period commences as soon as the client has given its consent to the offer and thereby conforms to the agreements made, and all information Quaestor International BV deems necessary has been provided to it. Exceeding the execution period does not discharge the client from its obligations under the agreement and will not entitle the client to demand termination of the agreement and/or damage compensation.

4.4. If the exceeding of the execution period is such that the client cannot reasonably be expected to maintain the agreement, the client is entitled to cancel the assignment in question, provided it notifies Quaestor International BV of this in writing, without prejudice to the right of Quaestor International BV to still execute within 2 weeks of receipt of the aforementioned notification. The client can demand that Quaestor International BV states whether or not it wishes to make use of this right.

4.5. If the client does not strictly comply with any obligation arising from an agreement with Quaestor International BV, Quaestor International BV has the right to suspend fulfilment of all obligations towards the client and even consider all agreements with the client wholly or partially terminated, without any notice of default and/or judicial intervention being required, while maintaining its right to damage compensation. The amount owed by the client to Quaestor International BV shall become immediately due and payable.

4.6. Quaestor International BV is entitled, without notification to or consultation with the client, to outsource the assignment or parts thereof to, or have such performed by, third parties not employed by it, if in the opinion of Quaestor International BV this promotes the good or efficient execution of the assignment.

4.7. Both parties are obliged not to disclose any confidential information they obtain from each other or from other sources in the context of the agreement. Information is considered confidential if this fact has been communicated by the other party or if it follows from the nature of the information.

4.8. Quaestor International BV undertakes to carefully store all company details provided by the client. This information will not be released by Quaestor International BV for viewing or use by a third party, or published, without prior consultation with the client. Any information provided by the client will be freely used by Quaestor International BV for execution of the assignment, unless otherwise agreed in writing.

4.9. If during execution of the agreement it appears that proper execution requires a change or supplement to the work to be performed, the parties will adjust the agreement accordingly in due time and in mutual consultation.

4.10. If the parties agree that the agreement will be changed or supplemented, the deadline for execution may be affected. Quaestor International BV will inform the client of this as soon as possible.

4.11. If the change or addition to the agreement has financial and/or qualitative consequences, Quaestor International BV will inform the client in advance.

4.12. If a fixed fee has been agreed, Quaestor International BV will indicate to what extent the change or supplement to the agreement will result in an increase to this fee.

4.13. Contrary to Section 11, Quaestor International BV may not charge additional costs if the change or addition is the result of circumstances that can be attributed to Quaestor International BV.

5. Exceeding the execution period

5.1. The periods agreed with Quaestor International BV are always considered by the client to be approximate and never to be strict deadlines, unless the contrary has been expressly agreed in writing.

5.2. Disruptions in the company as a result of force majeure, (including sickness, war, mobilisation, riots, flooding, closed shipping lanes and other obstacles to transport, stagnation in, limitation or cessation of deliveries by public utilities, fire, machine breakdown and other accidents, strikes, lockouts, actions by unions, making production impossible, government measures, non-delivery of necessary materials and semi-finished products to Quaestor International BV by third parties and other unforeseen circumstances, including in the country of origin of the materials and/or semi-finished products, which disrupt the normal course of business and delay or make impossible the execution of an assignment) dismiss Quaestor International BV from meeting the agreed deadline or fulfilling the execution obligation, without the client being able to exercise any right or demand compensation for costs, damages or interest on that basis.

5.3. In the event of force majeure, Quaestor International BV will immediately notify the client of this. After receipt of the notice, the client will have eight days to exercise the right to cancel the assignment in writing, but with the obligation to compensate Quaestor International BV for the already executed part of the assignment.

6. Liability

6.1. Quaestor International BV bears no liability for any damage, however named and due to whatever cause, other than that which results from an intentional act or omission or gross negligence, to be proved by the client and then only up to a maximum of the amount for work to be performed by Quaestor International BV or a proportionate part thereof.

6.2. The client is obliged to hold Quaestor International BV harmless and indemnify Quaestor International BV against all claims for compensation that third parties institute against Quaestor International BV in respect of damage caused by the performed services.

6.3. Services are performed by Quaestor International BV on behalf of and at the risk of the client.

6.4. In any case, if the insurer does not pay out or the damage is not covered by insurance, the liability of Quaestor International BV is limited to a one-time payment of the invoice value of the assignment, at least that part of the assignment to which the liability relates.

6.5. Contrary to the provisions of the previous section of this article, in the case of an assignment with a duration of more than six months, liability is limited to the part of the fee due over the last month.

6.6. Quaestor International BV is never liable for consequential damage.

7. Payments

7.1. Payment must be made within 30 days of the invoice date, in a manner to be indicated by Quaestor International BV, in the currency specified in the invoice.

7.2. After the expiry of a 30-day period after the invoice date, the client is in default; from the moment the client is in default, interest of 1% per month on the amount due is owed, unless the statutory interest is higher, in which case the statutory interest applies.

7.3. In the event of liquidation, bankruptcy or suspension of payment on the part of the client, the claims of Quaestor International BV and the obligations of the client towards Quaestor International BV will be immediately due and payable.

7.4. Payments made by the client always serve to first settle all interest and costs owed, and secondly to settle the longest outstanding payable invoices, even if the client states that the payment relates to a later invoice.

7.5. All costs, both judicial and extrajudicial, which Quaestor International BV must incur to exercise its rights, are at the expense of the client. These costs amount to at least 15% of the amount involved, with a minimum of 250.00 euros.

8. Disputes

8.1. A dispute is present as soon as a party announces such by registered mail.

8.2. Belgian law is applicable to these General Terms and Conditions of Delivery. All disputes, however named, will be subject to the judgement of the competent court, to the exclusion of all other arbitrating, advisory and judiciary bodies.

9. Final provision

9.1. In all cases that are not included in these General Terms and Conditions of Delivery, the decision rests exclusively with Quaestor International BV.

9.2. The latest version or the version that applied at the time the present assignment was concluded is always applicable.