General Terms and Conditions

General Terms and Conditions of Delivery and Payment of WellCelerators

Table of contents:
Article 1 – Definitions
Article 2 – Applicability of Conditions
Article 3 – Quotations
Article 4 – Execution of the Assignment
Article 5 – Contract duration/terms

Article 6 – Confidentiality
Article 7 – Deficiencies

Article 8 – Fee
Article 9 – Payment
Article 10 – Liability
Article 11 – Force Majeure
Article 12 – Applicable law and dispute resolution

Article 1. Definitions

In these general terms and conditions the following terms shall have the following meanings:- WellCelerators: Mr. T. (Thomas) Orths trading under the name 'WellCelerators', registered in the Chamber of Commerce trade register under number 94642427 , as well as any legal successors under general title of Orths.- Conditions: the current general terms and conditions of delivery and payment of WellCelerators.

– Client: any natural or legal person who enters into an Agreement with WellCelerators or enters into negotiations about concluding such an Agreement.

– Services: all services provided by WellCelerators, as well as items manufactured to support and/or illustrate Services to be provided or provided.

– Agreement: any agreement concluded between WellCelerators and the Client, any amendment or addition thereto, as well as all (legal) acts required for entering into that agreement.

– Assignment: the performance of Services to which WellCelerators has committed itself towards the Client in an Agreement or in any other form.

– Quotation: any offer from WellCelerators to a (potential) Client to enter into an Agreement.

– In writing: by regular mail or via digital correspondence (email).

– Force Majeure: all external causes, foreseen or unforeseen, over which WellCelerators has no influence, as a result of which WellCelerators is unable to fulfil its obligations.

 Article 2. Applicability of Conditions

  1. These Terms and Conditions apply to all Quotations from WellCelerators, as well as the formation, content and performance of all Agreements concluded and/or to be concluded between the Client and WellCelerators.

  2. Deviating terms and/or general terms and conditions of the Client shall only apply if and to the extent that they have been expressly accepted in writing by WellCelerators and then only for the specific Agreement or Assignment for which they have been accepted. In all other cases, terms and conditions of the Client, of whatever name, shall be rejected and shall not apply to any legal relationship between WellCelerators and the Client or third parties.

  3. These terms and conditions also apply to all Agreements with WellCelerators, for the execution of which third parties must be involved.

 Article 3. Quotations

  1. Quotations from WellCelerators are without obligation, unless otherwise agreed in writing. WellCelerators is only bound by acceptance of a Quotation after it has confirmed the Order in writing.

  2. Amounts in Quotations are always exclusive of VAT.

  3. Quotations include all work and 'out of pocket' costs required for the execution of the Assignment on the part of WellCelerators, with the exception of travel/presentation costs and costs of third parties to be engaged by WellCelerators in the context of the Assignment, unless stated otherwise.

  4. In the case of composite Quotations, WellCelerators is under no obligation to execute parts of the Quotation for the stated price if the entire Quotation has not been accepted.

 Article 4. Execution of Assignment

  1. Quotations from WellCelerators are without obligation, unless otherwise agreed in writing. WellCelerators is only bound by acceptance of a Quotation after it has confirmed the Order in writing.

  2. Amounts in Quotations are always exclusive of VAT.

  3. Quotations include all work and 'out of pocket' costs required for the execution of the Assignment on the part of WellCelerators, with the exception of travel/presentation costs and costs of third parties to be engaged by WellCelerators in the context of the Assignment, unless stated otherwise.

  4. In the case of composite Quotations, WellCelerators is under no obligation to execute parts of the Quotation for the stated price if the entire Quotation has not been accepted.

Article 5. Contract duration/terms

  1. Terms in Quotations and/or Agreements are never fatal terms, unless this has been explicitly agreed in writing with WellCelerators in advance.

  2. Exceeding any term by WellCelerators never gives the Client the right to terminate an Agreement and/or suspend payment of WellCelerators invoices.

Article 6. Confidentiality

  1. Both parties to an Agreement shall keep confidential all confidential business data and other information that they have received from each other or from other sources in the context of the execution of an Assignment. Information is confidential if the other party has communicated this or the recipient knew or should have known this.

Article 7. Deficiencies

  1. In the event of a justified complaint, the Client must still give WellCelerators the opportunity to correctly carry out the Assignment, unless this can demonstrably no longer serve a purpose.

 Article 8. Fee

  1. WellCelerators and the Client may agree on either a fixed fee for the execution of an Assignment or a fee based on actual hours spent (open budget).

  2. For Assignments based on an open budget, the fee will be calculated on the basis of the hours actually spent, at WellCelerators's usual hourly rate for the period in which the Assignment is or will be carried out, unless a different hourly rate has been agreed.

  3. Amounts in Quotations and cost estimates are exclusive of VAT.

  4. For Assignments based on an open budget with a duration longer than one calendar month, WellCelerators will invoice per phase or time unit, at WellCelerators's discretion.

  5. In the event of a fixed fee Agreement, 50% of that fixed fee will be invoiced upon confirmation of the order. The remaining 50% and the other costs (research, additional hours, etc.) will be invoiced upon completion of the Assignment, unless otherwise agreed.

  6. For travel and presentation costs relating to presentations within the Netherlands, an amount of €250 excluding VAT per hour per WellCelerators employee or third party engaged by WellCelerators will be charged. For presentations outside the Netherlands, all travel and accommodation costs of WellCelerators employees and/or third parties engaged by WellCelerators will be charged, as well as a fee of €1,500 excluding VAT per person per day.

  7. WellCelerators is free to charge the Client for costs incurred by third parties engaged by it on an advance basis, to charge them directly or to invoice them periodically with its own fee.

  8. If a fixed fee or hourly rate has been agreed, WellCelerators is nevertheless entitled to increase the fixed fee or hourly rate if WellCelerators can demonstrate that significant price changes have occurred between the time of the Quotation and the execution of the Order, for example with regard to wages, so that a maximum of the significant price change will be charged to the Client.

Article 9. Payment

  1. Payment must be made within 14 days of the invoice date, in a manner to be specified by WellCelerators and in the currency in which the invoice was issued. After the expiry of these 14 days, the Client will be in default without further notice of default.

  2. In the event of late payment, the Client shall owe WellCelerators interest of 1% per month on the amount due, unless the statutory interest pursuant to Article 6:119a of the Dutch Civil Code is higher, in which case the statutory interest shall apply.

  3. All reasonable costs incurred by WellCelerators to obtain correct fulfilment by the Client of its obligations shall be borne by the Client.

  4. In the following cases, all claims of WellCelerators on Client shall be immediate:
    – Client gives WellCelerators reason to fear that he will not be able to meet his obligations towards WellCelerators.
    – Client becomes bankrupt, applies for a moratorium, requests admission to statutory debt restructuring or otherwise loses control over his assets.
    – Client intends to liquidate his company.

  5. Payments made by the Client shall firstly serve to settle all interest and costs due and secondly to settle the oldest outstanding invoices, regardless of whether the Client states that a payment shall serve to settle, in whole or in part, any subsequent invoice from WellCelerators.

Article 10. Liability

  1. WellCelerators shall never be liable to Client or any third party for the consequences of use of Name Proposals or following advice given by WellCelerators by Client. WellCelerators shall also not be liable for any consequential damage.

  2.  WellCelerators does not guarantee in any way that the use of Name Proposals or the follow-up of advice given by WellCelerators by the Client will not infringe the rights of third parties. The Client must investigate (or have investigated) whether the use of a Name Proposal could result in such an infringement.

  3. WellCelerators may, if desired by the Client, engage experts to conduct the investigation referred to in the previous paragraph into possible infringements of third-party rights. WellCelerators itself does not guarantee the accuracy of the outcome of such an investigation to the Client.

  4. If the exclusion of liability under paragraph 1 of this article does not apply, WellCelerators's liability is at all times limited to a maximum of the amount that it has invoiced and received from the Client in respect of the specific Assignment from which liability arises.

Article 11. Force Majeure

  1. WellCelerators cannot be held to fulfil its obligations under any Agreement if Force Majeure prevents this, regardless of whether the Force Majeure occurred after WellCelerators should have performed.

  2. During Force Majeure, WellCelerators's obligations will be suspended. If the Force Majeure situation lasts longer than 2 months, both Client and WellCelerators are entitled to terminate the Agreement. In that case, WellCelerators is never liable for any compensation to Client.

  3. In the event of Force Majeure, WellCelerators is entitled to invoice the Client for that part of the Assignment that had already been performed prior to the period of Force Majeure or that can still be performed during the period of Force Majeure. The Client must then pay the amount due to WellCelerators as if it concerned a separate completed Assignment.  

Article 12. Applicable law and dispute resolution

  1. All Agreements between WellCelerators and Client shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention 1980 is excluded.

  2. All disputes between WellCelerators and the Client relating to or arising from an Agreement or Order shall be settled exclusively by the absolutely competent court within whose area of ​​operation WellCelerators last has its registered office.