1.1 Those who do business with HC GROUP B.V. or one of its operating companies (hereinafter: HC GROUP) is subject to these General Terms and Conditions. Every customer of HC GROUP (hereinafter: Customer) is bound by these General Terms and Conditions. The contractual relationship between HC GROUP and its Client is formed in a written agreement (whether or not clarified in a service document), to which these General Terms and Conditions have a supplementary effect.
1.2 General (purchase) conditions of the Customer do not apply to the contractual relationship with HC GROUP. HC GROUP expressly rejects this.
2.1 Offers, proposals, quotes, budgets and/or quotations from HC GROUP are non-binding and indicative, unless stated otherwise in writing.
2.2 The agreement between HC GROUP and the Client has a term of 2 years and cannot be terminated prematurely. The agreement can be terminated in writing by one of the parties no later than 6 months before the end date. If no (timely) cancellation takes place, the relevant agreement will automatically be extended for a period of 2 years without the possibility of premature termination. After that, the agreement applies for an indefinite period, which can be terminated with due observance of a notice period of 6 months.
2.3 During the agreement, the customer is obliged to place his entire fulfillment needs with HC GROUP and, subject to the explicit consent of HC GROUP, he is not free to also use similar service providers. For its part, HC GROUP does not offer any form of exclusivity at customer or product level.
3.1 All prices quoted by HC GROUP are in euros and are in any case exclusive of (i) turnover tax (VAT), (ii) costs of third parties, (iii) additional/urgent work, (iv) surcharges, (v) other taxes/levies of by the government, unless agreed otherwise in writing.
3.2 Within a current agreement, the prices/rates will be adjusted annually in accordance with the NEA index. This adjustment can be made unilaterally without the Customer being entitled to terminate the agreement prematurely. In the event of an unforeseeable and significant increase in its own costs/purchase prices, which have been discounted in the rates agreed with the Client, HC GROUP is also entitled to adjust the rates to be charged to the Client after a written notification to that effect. . In that case, the Customer can terminate the agreement in writing within 14 days of the notification with a maximum term of 8 weeks, without being able to claim any form of financial compensation or compensation from HC GROUP. If a (timely) termination is not forthcoming, the adjusted rates within the agreement will apply.
3.3 Regardless of the actual shipping volumes, a minimum monthly invoice amount of € 2,000 (excluding VAT) applies.
3.4 The monthly fixed costs to be agreed are payable to HC GROUP immediately after signing the agreement by the Client.
4.1 Unless otherwise agreed or indicated otherwise on the invoice, the Customer must pay the price and the other amounts due under the agreement in full within 14 days after the invoice date, without invoking any discount, set-off or suspension. In the event of late payment, the Customer is in default without a notice of default from HC GROUP being required.
4.2 If he disputes the invoice in whole or in part, the Customer must inform HC GROUP of this in writing and with reasons within 10 days of receipt of the invoice. Disputing (part of) the invoice does not suspend the payment obligation of the (entire) invoice.
4.3 The Client is at all times and irrespective of the agreed payment conditions, obliged, at HC GROUP's first request, to provide sufficient security for the payment of the amounts to be paid to HC GROUP under the agreement in case of doubt about the Client's willingness to pay or solvency.
4.4 HC GROUP is entitled to request an adequate advance payment from the Client for work to be performed by it and will then only be obliged to perform (further) after the advance amount has been paid.
4.5 After the commencement of payment default, the Client owes HC GROUP a contractual interest of 2% per month on the invoice amount from the moment of default. HC GROUP is then also entitled to suspend the provision of services to the Customer and to stop deliveries pending full payment.
4.6 In the event of payment default, the Customer is obliged to pay full compensation for both the extrajudicial and the judicial (collection) costs, with a minimum of 15% of the invoice amount.
5.1 The Customer is obliged to observe secrecy with regard to all that it learns in cooperation with HC GROUP about the business operations of HC GROUP, about the (other) customers/suppliers/auxiliary persons/employees of HC GROUP and about others whose interests HC GROUP must put on. Personal data or other confidential information may only be used for the purpose for which it was provided. HC GROUP is free to use the data received from the Customer during the performance of the agreement – completely anonymised – without explicit consent and without compensation to improve the service in a broad sense and the internal business processes.
5.2 The Customer is fully responsible for compliance with all obligations in the field of privacy protection in general and the processing of personal data in particular and indemnifies HC GROUP against claims in this regard.
6.1 HC GROUP may keep the goods, products, property rights, data, documents, data files and (interim) results of the service received or generated within the framework of the agreement with the Client, despite a possible existing obligation to issue or ( delivery (to the customers of the Customer), until the Customer has paid all amounts (invoices, interest and costs) owed to HC GROUP in full.
6.2 The Customer is obliged to establish a pledge on (i) any movable property of which it owns and (ii) the conditional ownership of any movable property of which it is the entitled party, if it places that movable property under the control of (read: issues to) HC GROUP. The right of pledge referred to in this article will be established when the item is handed over to HC GROUP. The right of pledge serves as security for all that HC GROUP has or will be able to claim from the Client, for whatever reason. In principle, no additional/explicit formalities are required for the establishment of the right of pledge. If this turns out to be otherwise and further formalities or actions prove to be necessary for the establishment of the right of pledge, the Client will cooperate immediately and unconditionally at HC GROUP's first request. HC GROUP will only make use of the right of pledge if the Client (i) encounters payment problems, applies for/receives suspension of payments or files for bankruptcy or is declared bankrupt.
6.3 Where appropriate, HC GROUP may, at its own discretion, make a choice between art. 6.1 and art. 6.2 and determine for itself which right it will invoke.
6.4 The Customer is obliged to immediately inform HC GROUP in writing if a third party asserts a right to a movable property of the Customer on which HC GROUP can assert a right of retention or pledge.
7.1 The costs for storage, treatment/processing, packaging, transport and/or shipping are fully borne by the Customer.
7.2 Unless agreed otherwise, HC GROUP itself determines (of course as much as possible in close consultation with the Customer) the method of storage, packaging, transport and/or shipment.
7.3 HC GROUP can only be obliged to take out specific storage insurance for the Client if (i) this has been expressly agreed in the agreement between HC GROUP and the Client, (ii) the Client pays the related premium in full and (iii) the total purchase value of the stock to be insured per so-called stock keeping unit has been properly processed in the E-warehouse system of HC GROUP.
The process of delivery via the carriers to be engaged takes place outside the responsibility of HC GROUP. A specified delivery term is indicative and not binding, unless HC GROUP has given an express guarantee for this.
9.1 All goods manufactured by HC GROUP in the context of the agreement, such as data carriers, computer software, data files and peripheral equipment, remain the property of HC GROUP, even if they are stated as a separate item on the quotation, in the offer or on the invoice.
9.2 HC GROUP is not obliged to hand over the goods referred to in paragraph 1 to the Customer, not even in copies.
9.3 HC GROUP is not obliged to keep the goods referred to in the first paragraph of this article for the Customer.
10.1 Force majeure includes all external causes, foreseen or unforeseen, over which HC GROUP cannot exert a direct and decisive influence, but as a result of which HC GROUP is unable to fully fulfill its obligations, correctly or on time. Force majeure includes - but is not limited to - fire, lack of workers, strikes within HC GROUP or by third parties, shortcomings/errors/obstacles in the execution of the agreement by third parties, hacking of a server, external attacks. on the IT network or the hosting environment, the unavailability of a server, the unavailability
and/or stagnation in the supply and/or obstacles in the transport of goods and other obstacles (both external and internal to the company) , war, mobilization, epidemics, natural disasters, import or export bans, lack of energy and riots
10.2 In the event of persistent force majeure, HC GROUP may dissolve or suspend the agreement in whole or in part after consultation with the Customer without judicial intervention, without being obliged to pay any compensation.
11.1 HC GROUP does not accept any responsibility for (delay or other) damage caused by/by/during storage, packaging, transport or shipment. HC GROUP expressly rejects any form of liability on this ground and the Customer cannot recover the relevant damage from HC GROUP.
11.2 The goods to be treated/processed, stored and/or delivered by HC GROUP remain entirely at the Customer's risk until the actual delivery. HC GROUP is therefore not liable for any damage related to the items taken into storage. In connection therewith, the Customer is obliged to take out adequate insurance itself and at its own expense.
11.3 The total liability of HC GROUP due to an attributable shortcoming in the fulfillment of the agreement with the Customer is limited to compensation for direct damage up to the amount of the price stipulated for that agreement (excluding VAT, and excluding the amount of the services performed by third parties and charged to the customer, such as shipping costs), with a maximum of € 15,000 per Customer per year. If the agreement concerns a continuing performance agreement with a term of more than one year, the price stipulated for the agreement is set at 50% of the fees (excluding VAT and excluding the amount of services
performed by third parties) invoiced by HC GROUP to the Customer concerned over one year, calculated over the year preceding the year in which the shortcoming was discovered and reported, with a maximum of € 15,000 per Customer per year.
11.4 Liability of HC GROUP for indirect damage, including consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the customer, mutilation or loss of data, damage related to the use of goods, materials or third-party software prescribed by the customer to HC GROUP, damage related to the engagement of suppliers prescribed by the customer to HC GROUP and all other forms of damage than those referred to in paragraph 3, for whatever reason, are excluded.
11.5 The Client must ensure that HC GROUP can comply with all national and international (civil, administrative and fiscal) laws and regulations in the performance of the agreement. HC GROUP is not liable for any damage/penalty/claim in the event of an infringement of these laws and regulations and the Client is obliged to fully indemnify HC GROUP in this respect.
11.6 The liability of HC GROUP due to an attributable shortcoming in the fulfillment of an agreement arises in all cases only if the Customer gives HC GROUP immediate and proper written notice of default, whereby a reasonable term is set for remedying the shortcoming, and HC GROUP also after that term imputably fails to fulfill its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that HC GROUP is able to respond adequately.
11.7 A condition for the existence of any right to compensation is always that the Customer reports the damage to HC GROUP in writing no later than 4 weeks after it becomes known. Any claim for compensation against HC GROUP lapses by the mere lapse of 12 months after the occurrence of the damage incident.
11.8 The Client indemnifies HC GROUP against claims from third parties in respect of damage related to or arising from the assignment performed by HC GROUP and is obliged to reimburse HC GROUP for the reasonable costs of defense against such claims.
11.9 The provisions of this article also apply for the benefit of all (legal) persons used by HC GROUP for the implementation of the agreement.
By posting/disclosing information and other material (including Customer's name and logo) on the website (or otherwise provide to HC GROUP), the Customer automatically grants a license to HC GROUP. This license includes (but is not limited to) placing the Customer's name and logo on the HC GROUP website.
13.1 The Customer bears the risk of misunderstandings with regard to the content and implementation of the agreement if these are caused by specifications or other communications not received by HC GROUP, or not received correctly, on time or incompletely, or other communications that are made orally or by a person designated by the customer. person are made or transmitted by any technical means such as telephone, computer and similar transmission media.
13.2 HC GROUP will make every effort to perform the services with due care, where appropriate in accordance with the agreements and procedures recorded in writing with the customer. All services of HC GROUP are performed on the basis of a best efforts obligation, unless and insofar as HC GROUP has expressly promised a result in the written agreement and the relevant result has also been described with sufficient certainty. Any agreements regarding a service level are always only expressly agreed in writing.
13.3 If it has been agreed that the services will take place in phases, HC GROUP is entitled to postpone the commencement of the services that belong to a phase until the customer has approved the results of the preceding phase in writing.
13.4 Only if expressly agreed in writing is HC GROUP obliged to follow timely and responsible instructions given by the customer in the performance of the services. HC GROUP is not obliged to follow instructions that change or supplement the content or scope of the agreed services; however, if such instructions are followed, the relevant work will be reimbursed in accordance with Article 16.
13.5 If a service agreement has been entered into with a view to execution by a specific person, HC GROUP is always entitled, after consultation with the customer, to replace this person with one or more other persons with the same qualifications.
14.1 If HC GROUP, at the request or with the prior consent of the customer, has carried out work or other performances that fall outside the content or scope of the agreed services, these activities or performances will be reimbursed by the customer in accordance with HC GROUP's usual rates. Additional work also applies if a system analysis, design or specifications are expanded or changed. HC GROUP is never obliged to comply with such a request and it may require that a separate written agreement be concluded for this purpose.
14.2 The customer accepts that the agreed or expected time of completion of the service and the mutual responsibilities of the customer and HC GROUP may be influenced by activities or performances as referred to in the first paragraph of this article. The fact that (the demand for) additional work occurs during the execution of the agreement is never a ground for dissolution or termination of the agreement for the customer.
14.3 Insofar as a fixed price has been agreed for the service, HC GROUP will, if requested, inform the customer in writing in advance about the financial consequences of those extra activities or performances.
The agreement between HC GROUP and the Customer to which these terms and conditions apply is exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there, unless the law dictates otherwise. Furthermore, the Dutch court has exclusive jurisdiction to take cognizance of a dispute between HC GROUP and the Client.
16.1 These general terms and conditions can be consulted and downloaded from the HC GROUP website.
16.2 Applicable is the version that applied at the time of the establishment of the legal relationship with the customer, unless the applicability of a newer version has been agreed with the customer. HC GROUP has the right to adjust the general terms and conditions at any time. In that case, HC GROUP will inform the customer of these changes within 30 days before the changes take effect. If the customer does not agree with these changes, she has the right to dissolve this agreement, without any form of compensation. The customer must indicate this within 20 days after notification from HC GROUP by registered letter. Such interim dissolution will then take place on the last working day of the month in which the customer has indicated that he wishes to dissolve the agreement.
16.3 The Dutch text of these general terms and conditions is always decisive for the interpretation thereof.
