Terms and Conditions

Article 1. General

These terms and conditions apply to every offer, quotation and agreement between Brooklyn Partners b.v., hereinafter referred to as “Contractor”, and a Client to which Contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
Where reference is made to “Parent Company” it means Brooklyn Partners Holding b.v.
The present terms and conditions shall also apply to agreements with the Contractor, the execution of which requires the involvement of third parties by the Contractor.
These general conditions are also written for the employees of Contractor and its management.
The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
If one or more provisions of these general terms and conditions are at any time wholly or partially void or voidable, the other provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Client will then consult in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.
If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place according to the spirit of these provisions.
If a situation arises between the parties that is not governed by these general terms and conditions, this situation should be judged in the spirit of these general terms and conditions.
If Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Contractor would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2. Quotes and offers

All quotations and offers made by Contractor are without obligation, unless a deadline for acceptance is specified in the quotation. If no acceptance period is stipulated, the quotation or offer cannot in any way confer any rights if the product or service to which the quotation or offer relates is no longer available in the meantime.
Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including workshop room costs, travel and accommodation, shipping and handling costs, unless otherwise indicated.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Contractor shall not be bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless Contractor indicates otherwise.
A composite quotation does not oblige Contractor to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration, performance and modification of agreement

The agreement between the Contractor 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.
If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never be a deadline. If a deadline is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor should be given a reasonable period of time to still perform the Agreement.
The agreements concluded between the Contractor and the Client result in an obligation of effort for the Contractor, not an obligation of result. The Contractor shall perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All based on the then known state of the art.
The Contractor has the right to have certain work performed by third parties.
If work is performed by the Contractor or third parties engaged by the Contractor in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
Contractor is entitled to execute the agreement in several phases and invoice the part thus executed separately.
The Client shall ensure that all information, which the Contractor indicates is necessary or which the Client should reasonably understand is necessary for the performance of the Agreement, is provided to the Contractor in a timely manner. If the data required for the performance of the Agreement are not provided to the Contractor in a timely manner, the Contractor shall be entitled to suspend the performance of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the then customary rates. The execution period shall not begin until after the Client has made the data available to the Contractor.
If, during the execution of the agreement, it appears that for a proper execution thereof it is necessary to modify or supplement it, the parties will proceed to modify the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client, of the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed upon. This may also increase or decrease the amount originally agreed upon. To the extent possible, the Contractor will quote prices in advance. An amendment to the agreement may further alter the originally specified period of performance. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is amended, including an addition, Octrooibureau Novopatent shall be entitled to execute it only after the person authorized within Octrooibureau Novopatent has given his approval for it and the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at that time. Failure to perform or not immediately perform the modified agreement does not constitute a breach of contract by Contractor and is not a ground for the Client to terminate or cancel the agreement.
Without being in default, Contractor may refuse a request to amend the Agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
If the Client should default in the proper fulfillment of what he is obligated to do towards the Contractor, then the Client shall be liable for all losses on the part of the Contractor caused directly or indirectly as a result.

Article 4. Secrecy

The Contractor shall, subject to any obligation to disclose imposed by or under the law, be bound, both during and after the expiration of the Agreement, to maintain confidentiality with respect to everything of which it has become aware under the Agreement and the confidential nature of which is evident, unless the Client has given prior written consent to disclosure.
The Contractor warrants, to the extent reasonably required, that its employees will conduct themselves accordingly. The obligation of confidentiality ends after the expiration of 2 years after the termination of the agreement, unless otherwise agreed in writing.
The Contractor reserves the right to use the Client’s name and description of the work performed by the Contractor as a reference and disclose it as such, unless the parties have expressly agreed otherwise in writing.

Article 5. Suspension, dissolution and early termination of the agreement

Provider is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not fulfill the obligations under the agreement, not fully or timely, after the conclusion of the agreement Provider learns of circumstances that give good reason to fear that the Client will not fulfill the obligations, or if due to the delay on the part of the Client Provider can no longer be required to fulfill the agreement at the originally agreed conditions.
Furthermore, the Contractor is authorized to dissolve the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of the Contractor.
If the agreement is dissolved, the Contractor’s claims against the Client shall be immediately due and payable. If Contractor suspends fulfillment of its obligations, it retains its claims under the law and agreement.
If the Contractor proceeds with suspension or dissolution, he shall in no way be liable for compensation for damages and costs incurred in any way.
If the dissolution is attributable to the Client, Contractor shall be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the Client fails to fulfill his obligations arising from the agreement and this failure to fulfill his obligations justifies dissolution, then the Contractor is entitled to dissolve the agreement immediately and with immediate effect, without any obligation on his part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification for breach of contract.
If the Agreement is terminated prematurely by Contractor, Contractor shall, in consultation with Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for the Contractor, they will be charged to the Client. The Client is obliged to pay these costs within the time period specified for this purpose, unless the Contractor indicates otherwise.
In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure at the Client’s expense, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor is free to terminate the Agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification. The Contractor’s claims against the Client shall in such case be immediately due and payable.
If the Client cancels a placed order or service order in whole or in part, the work performed and the items ordered or prepared for it, plus the labor time reserved for the execution of the agreement, will be charged in full to the Client.

Article 6. Force majeure

The Contractor is not obliged to fulfill any obligation to the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted practice.
In these general terms and conditions, force majeure means, in addition to its definition in the law and jurisprudence, all external causes, foreseen or unforeseen, which the Contractor cannot influence, but which prevent the Contractor from fulfilling his obligations. This includes strikes at Contractor’s company or third parties. Contractor also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Contractor should have fulfilled its obligation.
Contractor may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
To the extent Contractor has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or is able to fulfill them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, Contractor is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 7. Payment and collection costs

Payment shall always be made within 14 days of the invoice date, in a manner to be indicated by Contractor in the currency in which invoicing took place, unless otherwise indicated in writing by Contractor. Contractor is entitled to invoice periodically.
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 the rate of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be payable. Interest on the amount due and payable shall be calculated from the time the Client is in default until payment of the amount due in full.
The Client shall never be entitled to set off any amount owed by it to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation.
If the Client is in default in the (timely) fulfillment of its obligations, then all reasonable costs to obtain satisfaction out of court and in court shall be borne by the Client.

Article 8. Warranties, investigations and complaints, limitation period

The Principal shall be obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to him or the work in question has been carried out respectively. In doing so, the Principal shall examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements agreed upon by the parties in this respect. Any visible defects must be reported in writing to Contractor within seven days of delivery. Any non-visible defects must be reported in writing to Contractor immediately, but in any case no later than fourteen days, after their discovery. The notification must contain as detailed a description of the defect as possible so that Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a complaint (or have it investigated).
If the Client complains in a timely manner, this does not suspend his payment obligation. The Client shall in such case also remain bound to take delivery of and pay for the other items ordered and what he has instructed Contractor to do.
If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
If it has been established that a good is defective and a complaint about it has been filed in time, Contractor will, at Contractor’s discretion, replace the defective good within a reasonable period of time after receiving it back or, if returning it is not reasonably possible, written notification regarding the defect from Principal, or take care of repairing it or pay replacement compensation to Principal.
If it is established that a complaint is unfounded, then the costs incurred as a result, including the research costs, incurred on the part of Contractor as a result will be borne in full by Principal.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Contractor and the third parties involved by Contractor in the performance of an agreement is one year.

Article 9. Liability

If Contractor should be liable, this liability shall be limited to what is regulated in this provision.
Contractor is not liable for damages of any kind caused by Contractor’s reliance on incorrect and/or incomplete information provided by or on behalf of the Client.
If Contractor should be liable for any damage, Contractor’s liability shall be limited to a maximum of twice the paid invoice value of the order, at least to that part of the order to which the liability relates.
The Contractor shall only be liable for direct damages. Direct damage is understood to mean exclusively the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor’s faulty performance comply with the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions.
Provider shall never be liable for indirect damages, including consequential damages, lost profits, missed savings, damages due to improper actions of employees of the Client, damages due to crime, digital or otherwise, and damages due to business interruption.
The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his managerial subordinates.

Article 10. Indemnification

The Client shall indemnify the Contractor against any claims by third parties, who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Contractor. If the Contractor should be held liable by third parties on that account, the Client shall be obliged

Contractor both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Client fail to take adequate measures, Contractor shall be entitled, without notice of default, to take such measures itself. All costs and damages on the part of

Contractor and third parties as a result shall be entirely at the expense and risk of the Client.

Article 11. Intellectual property

The Contractor and its Parent Company reserve their rights and powers under the Copyright Act and other intellectual laws and regulations. Contractor has the right to use the knowledge gained by the execution of an agreement on its side also for other purposes, to the extent that no strictly confidential information of the Client is brought to the knowledge of third parties.
Unless otherwise agreed, all written or digital material provided by Contractor to Client in connection with services provided by Contractor shall remain the property of Contractor or its Parent Company.

Client may obtain a license to use the materials provided.

All written or digital materials provided are for use within the Client’s organization only and will not be used commercially under any circumstances.
The Client is not permitted to use the written or digitally provided material (or have it used) for teaching in any form whatsoever.
The Client is not permitted to reproduce, disclose or alter any material supplied and/or made available for use by the Contractor, in whole or in part, without the Contractor’s prior written consent, unless and to the extent expressly permitted by further agreement, these general terms and conditions or mandatory law.
The Client is not permitted to change or (cause to be changed) or (cause to be removed) any indications of the Client’s trade name and other indications of the origin of the Client’s written or digitally provided material.
All data collected by Contractor in connection with the order or its services shall be the property of Contractor.

Article 12. Applicable law and disputes

All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.
The court in the Contractor’s place of business shall have exclusive jurisdiction to hear disputes, unless otherwise required by mandatory law. Nevertheless, the Contractor has the right to submit the dispute to the court with jurisdiction under the law.
The parties shall resort to the courts only after making every effort to settle a dispute by mutual agreement.

Article 13. Location and modification of terms and conditions

The version in force at the time the legal relationship with Contractor was established shall always apply.
The Dutch text of the general terms and conditions is always decisive for their interpretation.