Terms and Conditions

Article 1. General
1. These terms and conditions apply to every offer, quotation, and agreement between Flame Control B.V., hereinafter referred to as “User,” and a Client, in so far as these terms and conditions have not been expressly deviated from in writing by the parties.
2. These terms and conditions also apply to agreements with the User, for the performance of which third parties must be involved by the User.
3. The applicability of any of the Client's purchasing or other terms and conditions is expressly rejected.
4. If one or more provisions in these general terms and conditions are at any time wholly or partially void or annulled, then the remaining provisions in these general terms and conditions shall remain fully applicable. The User and the Client shall then consult with each other in order to agree on new provisions to replace the void or annulled provisions, taking into account the purpose and intent of the original provisions as much as possible.
5. If the User does not consistently demand strict adherence to these terms and conditions, this shall not be deemed a waiver of any provision thereof, nor shall it in any way affect the User's right to demand strict adherence to the provisions of these terms and conditions on other occasions.
6. It is strictly forbidden to approach employees of the User and offer them employment (whether paid or unpaid). It is also strictly forbidden to approach subcontractors engaged by the Client for the User to do business directly or to place orders. A penalty of €5,000.00 per incident + €500.00 per day that the infringement continues will apply for breaching these agreements.

Article 2 Quotations and offers
1. All offers and quotations from the User are without obligation, and in any case only valid for 30 days, unless the User has expressly stipulated otherwise.
2. The User cannot be bound by their quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or misprint.
3. Prices quoted in an offer or quotation exclude VAT and other government levies, and any costs to be incurred under the agreement, including shipping and administration costs, unless otherwise stated.
4. If the acceptance deviates from the offer made in the quotation or the bid (whether or not on subordinate points), the User is not bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
5. A composite quotation does not oblige the User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations are not automatically valid for future orders.

Article 3 Contract duration; performance periods, transfer of risk, performance and modification of the agreement; price increase
The agreement between the User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a deadline has been agreed or specified for the performance of certain work or the delivery of certain goods, this shall never be a strict deadline. If an agreed or specified deadline is exceeded, the User shall only be in default after the Client has formally notified them in writing and the User still fails to fulfil their obligations within a reasonable period of at least 14 days after notification.
3. The User shall perform the agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship.
4. The User has the right to have certain work carried out by third parties. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
5. The client shall ensure that the User can commence the work to be carried out by them at the agreed time, perform it without interruption during usual working hours and under conditions that comply with statutory safety requirements.
6. If the start or progress of the works is delayed due to circumstances not attributable to the User, the Client shall be liable for the damage suffered by the User as a result thereof. 7.The Client shall ensure the necessary utility connections (gas, water, electricity, internet) for the work to be carried out by the User. The costs thereof shall be borne by the Client.
8. The Client shall ensure the necessary provisions are in place for the connection of an installation to be supplied to the relevant networks, and guarantees that these meet the statutory requirements and the requirements and conditions set by the User.
9. Delivery shall be made ex the User's premises. If, by the nature of the agreement, delivery ex premises is not possible, then delivery shall take place by actual making available to, or putting into use by, the Client. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the User is entitled to store the goods at the Client's expense and risk. The risk of loss, damage, or depreciation shall pass to the Client at the moment the goods are at the Client's disposal.
10. The User is entitled to perform the agreement in different phases and to invoice the part performed accordingly on a separate basis.
11. The Client shall ensure that all data which the User indicates as necessary, or which the Client ought reasonably to understand as necessary for the performance of the agreement, are provided to the User in a timely manner. If the data necessary for the performance of the agreement are not provided to the User in a timely manner, the User shall have the right to suspend the performance of the agreement and/or to charge the Client for the additional costs arising from the delay at the then-current rates. The performance period shall not commence until the Client has made the data available to the User. The User shall not be liable for any damages whatsoever due to the User having relied on incorrect and/or incomplete data provided by the Client. 12. If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement the agreement for its proper performance, the parties shall, in good time and in mutual consultation, agree to amend the agreement. If the nature, scope or content of the agreement is amended, whether at the request or instruction of the Client, and this results in a qualitative and/or quantitative change to the agreement, this may have consequences for what was originally agreed. This may also result in an increase or decrease of the originally agreed amount. The User shall, as far as possible, provide a price quotation in advance. Furthermore, an amendment to the agreement may also alter the originally stated performance period. The Client accepts the possibility of amendment to the agreement, including amendments to the price and performance period.
13. If the agreement is amended, including an addition, the User is entitled to implement it only after approval has been given by the authorised person within the User's organisation and the Client has agreed to the price and other conditions specified for its implementation, including the time at which it will be carried out. The failure to implement the amended agreement or the failure to do so immediately does not constitute a breach of contract by the User and does not give the Client grounds to terminate or cancel the agreement.
14. Without prejudice to the foregoing, the User may refuse a request for amendment of the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be carried out or goods to be delivered in that context.
15. If the Client should fail in the proper performance of that which it is obliged to do towards the User, then the Client shall be liable for all damage suffered by the User as a direct or indirect consequence thereof.
16. If the User agrees to a fixed fee or price with the Client, the User is nevertheless at all times entitled to increase this fee or price without the Client being entitled to terminate the agreement for that reason, if the increase in price arises from a power or obligation under law or regulations, or is caused by an increase in the price of raw materials, wages, etc., or for other reasons that could not reasonably have been foreseen at the time of entering into the agreement.
17. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months of the conclusion of the agreement, then only the Client, who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code, is entitled to terminate the agreement by means of a written declaration, unless the User – is then still prepared to perform the agreement on the basis of the original terms agreed; – if the price increase results from a power or an obligation incumbent on the User by virtue of the law; – if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement; – or, in the case of the delivery of goods, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and termination of the agreement
1. The User is authorised to suspend performance of the obligations or dissolve the agreement if the Client fails to perform its obligations under the agreement, performs them incompletely or does not perform them on time, after the conclusion of the agreement circumstances have come to the User's attention that give good reason to fear that the Client will not perform its obligations, if the Client was requested at the conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient, or if due to a delay on the part of the Client, it can no longer reasonably be expected of the User to perform the agreement under the originally agreed conditions.
2. Furthermore, the User is entitled to dissolve the agreement if circumstances arise of such a nature that performance of the agreement is impossible, or if other circumstances arise of such a nature that the unchanged continuation of the agreement cannot reasonably be demanded of the User.
3. If the agreement is dissolved, the User's claims against the Client shall be immediately due and payable. If the User suspends the performance of its obligations, it shall retain its claims under the law and the agreement.
4. If the User proceeds with suspension or termination, they shall not be liable in any way for any damage or costs incurred as a result. 5. If the termination is attributable to the Client, the User shall be entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.
6. If the Client fails to fulfil its obligations arising from the agreement and this non-performance justifies termination, then the User is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or damages, while the Client, by reason of breach of contract, is obliged to pay compensation or damages.
7. If the agreement is terminated prematurely by the User, the User shall, in consultation with the Client, arrange for the transfer of any outstanding work to third parties. This is unless the termination is attributable to the Client. If the transfer of work incurs extra costs for the User, these costs shall be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the User indicates otherwise.
8. In the event of liquidation, suspension of payments (application for) or bankruptcy, seizure – if and to the extent that the seizure is not lifted within three months – against the Client, the offering of a (private) composition, debt restructuring or any other circumstance which prevents the Client from freely disposing of their assets, the Provider shall be entitled to terminate or cancel the agreement immediately and with immediate effect, without any obligation on their part to pay any compensation or damages. The Provider's claims against the Client shall in that case be immediately due and payable.
9. If the Client cancels an agreement in whole or in part, the work carried out and the materials ordered or prepared for it, increased by any associated delivery, removal and transport costs, and the labour time reserved for the execution of the agreement, will be charged in full to the Client.

Article 5 Force Majeure
The User is not obliged to fulfil any obligation towards the Client if they are prevented from doing so as a result of a circumstance which is not attributable to fault, and neither by law, legal act, nor by prevailing views in society is for their account.
2. In addition to what is understood by law and jurisprudence, force majeure in these terms and conditions means all external causes, foreseen or unforeseen, including any independent circumstance that permanently or temporarily prevents the fulfilment of the User's obligations, as well as, insofar as not already included, war, threat of war, riot, terrorism, strikes, transport difficulties, weather conditions, pandemic, fire and other serious disruptions in the business of the User or its suppliers, regulations issued or to be issued by the government, import and trade embargoes, non-fulfilment of obligations due to an attributable shortcoming of the User's suppliers, natural and/or nuclear disasters, disruptions or deficiencies in energy/water supplies, in communication links or in equipment or software of third parties. The User also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the User should have fulfilled its obligation.
3. The User may suspend their obligations under the agreement for the duration of the force majeure event. If this period lasts longer than two months, either party shall be entitled to terminate the agreement, without prejudice to any claim for damages against the other party.
4. To the extent that the User has partially fulfilled or will be able to fulfil its obligations under the agreement at the time force majeure occurs, and the fulfilled or to be fulfilled part has independent value, the User is entitled to invoice the fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs
Payment must always be made within 14 days of the invoice date, in a manner specified by the User and in the currency in which the invoice was issued, unless otherwise indicated in writing by the User. The User is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest at a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due shall be calculated from the moment the Client is in default until the moment the full amount due has been paid.
3. The User has the right to apply payments made by the Client first against the costs, then against the accrued interest, and finally against the principal and current interest. The User may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The User may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
4. The Client is never entitled to offset the amount owed to the User. Objections to the amount of an invoice do not suspend the obligation to pay. The Client who cannot invoke section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default or fails to meet its obligations (in a timely manner), all reasonable extrajudicial collection costs shall be borne by the Client. Any judicial and enforcement costs incurred shall also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 7 Retention of title
All that User has supplied to Client under the agreement, including all accompanying documentation, shall remain the property of User until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with User.
2. For the duration of the retention of title, the Client is not permitted to pledge, alienate or otherwise encumber the goods delivered by the User. The Client is obliged to store the goods delivered subject to retention of title carefully and in such a way that they are recognisable as the property of the User.
3. The Client must at all times do everything that can reasonably be expected of them to safeguard the ownership rights of the User. If third parties seize the goods delivered under retention of title, or wish to establish or assert rights over them, the Client is obliged to inform the User immediately. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion, and water damage, as well as against theft, and to provide the User with the insurance policy for inspection upon first request. In the event of any insurance payout, the User is entitled to these funds. Insofar as necessary, the Client hereby irrevocably undertakes to cooperate with the User in all matters that may (prove to) be necessary or desirable in that context.
4. In the event the User wishes to exercise their property rights as indicated in this article, the Client hereby grants unconditional and irrevocable permission to the User and third parties designated by the User to enter all places where the User's property is located and to retrieve it.

Article 8 Guarantees, inspection and complaints, statute of limitations
1. The matters to be supplied by the User shall meet the usual requirements and standards that can reasonably be expected of them at the time of supply and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to use within the Netherlands.
2. The warranty referred to in Article 1 of this agreement shall apply for a period of 12 months after delivery, unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise. If the warranty provided by the User concerns an item produced by a third party, then the warranty shall be limited to that provided by the producer of the item, unless stated otherwise.
3. Any form of warranty shall lapse if a defect has arisen as a result of or stemming from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance by the Client and/or by third parties when, without the written permission of the User, the Client or third parties have made or attempted to make modifications to the item, to which other items have been attached that should not have been attached or if these were processed or modified in a manner other than prescribed, or due to errors or defects in information provided by or on behalf of the Client, external force, insufficient maintenance and overload, as well as defects that occur in or are wholly or partly the result of: a) normal wear and tear; b) the application of any government regulation concerning the nature or quality of applied materials; c) items, procedures and constructions, insofar as supplied and/or prescribed by the Client. The Client shall also not be entitled to warranty if the defect has arisen from or is the result of circumstances over which the User can exercise no influence, including but not limited to weather conditions (such as, but not exclusively, extreme rainfall or temperatures) etc.
4. The Client is obliged to inspect the delivered goods (or have them inspected) immediately upon the goods being made available to them or the relevant work being completed. The Client must investigate whether the quality and/or quantity of the delivered goods correspond with what has been agreed and meets the requirements that the parties have agreed upon in this regard. Any visible defects must be reported in writing to the User within seven days of delivery. Any non-visible defects must be reported in writing to the User immediately, but in any event no later than fourteen days after their discovery. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Client must give the User the opportunity to investigate a complaint (or have it investigated).
5. If the Client complains in a timely manner, this does not suspend their payment obligation. In that case, the Client also remains obliged to accept and pay for the other items ordered and what they have commissioned from the User.
6. If a defect is reported at a later date, the Client will no longer be entitled to repair, replacement, or compensation.
7. If it is established that an item is defective and has been complained about in a timely manner, User shall, at User's discretion, replace or arrange for the repair of the defective item within a reasonable period after receipt thereof, or, if return is not reasonably possible, upon written notification of the defect by the Client, provide compensation for it. In the event of replacement, the Client shall return the replaced item to User and transfer ownership thereof to User, unless User indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs incurred as a result, including investigation costs, shall be borne in full by the Client.
9. After the warranty period has expired, all costs for repair or replacement, including administrative, shipping, and call-out fees, will be charged to the Client.
10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the performance of an agreement, shall be one year.

Article 9 Liability
1. The User's liability to the Client is limited to compensation for direct damages up to the maximum amount charged to the Client by the User in connection with the relevant delivery and/or work.
2. Direct damage is exclusively understood to mean the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage as meant in these terms and conditions, any reasonable costs incurred to make the defective performance by the User comply with the agreement, insofar as these can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as meant in these terms and conditions. The User shall never be liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
3. Claims by the Client shall expire if they have not been submitted in writing and with reasons to the User within one year after the Client was aware or could reasonably have been aware of the facts on which they base their claim.
4. The legal claim for damages by the Client against the User shall become time-barred by the expiry of one year, or for a Client who is a consumer by the expiry of two years, after the Client has protested in relation thereto.
5. The user is under no circumstances responsible for water damage of any kind during hydrostatic testing.

Article 10 Disclaimer
1. The Client indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the agreement, and where the cause of such damage is attributable to someone other than the User. If the User is held liable by third parties on this account, the Client shall assist the User both out of court and in legal proceedings, and shall immediately do all that can reasonably be expected of them in such a case. Should the Client fail to take adequate measures, the User shall be entitled to take such measures themselves, without prior notice of default. All costs incurred and damages suffered by the User and third parties as a result shall be entirely for the account and risk of the Client.

Article 11 Intellectual Property
1. Intellectual and industrial property rights to all items supplied by User to Client and/or work carried out for them (including any accompanying drawings, manuals, documents, data, and information) shall never transfer to Client and shall remain with User. User retains the exclusive right to disclosure, realisation, and reproduction, and Client shall only possess a non-exclusive and non-transferable right of use, which only arises upon full payment of the price.
2. The Client is not permitted to replicate the installation realised according to the User's design, either in whole or in part. The Client is only authorised to have the installation, as per the User's design, realised by a third party without the latter's intervention and approval, when the Agreement has been rightfully terminated due to a shortcoming attributable to the User.
3. The client may only use the software provided by the User within their own company, office, institution, or organisation and only for the installation for which the right of use has been granted. The client is not permitted to duplicate or make copies of the provided software. The source code of the provided software and the technical information generated during its development will not be provided to the client.
4. The user has the right to use the knowledge gained by them in the performance of an agreement for other purposes, provided that strictly confidential information of the Client is not disclosed to third parties.

Article 12 Applicable Law and Disputes
1. Dutch law shall apply exclusively to all legal relationships to which the User is a party.
2. The court in User's place of establishment shall have exclusive jurisdiction over disputes, unless the law mandatorily prescribes otherwise. Nevertheless, User has the right to submit the dispute to the court competent according to the law.
The parties shall first resort to the courts only after they have made every effort to settle a dispute through mutual consultation.

Article 13 Location and amendment of terms
These terms and conditions have been filed with the Chamber of Commerce for East Netherlands.
2. The most recently filed version, or the version in effect at the time of the establishment of the legal relationship with the User, shall always apply.