Terms and Conditions
General Terms and Conditions – PowerQ
Version: 1 April 2022
Article 1. General
These terms and conditions apply to every offer, quotation, and agreement between PowerQ B.V., including its sister and subsidiary companies PowerQ 4 Business B.V., PowerQ Solar B.V., PowerQ International B.V. (hereinafter referred to as "PowerQ"), and a Client to whom PowerQ has declared these terms and conditions applicable, unless the parties have expressly and in writing agreed otherwise.
These terms and conditions also apply to agreements with PowerQ that require the engagement of third parties for their execution.
The applicability of any purchasing or other conditions of the Client is expressly rejected, unless PowerQ has explicitly stated in writing that it accepts such conditions.
PowerQ reserves the right to unilaterally amend the General Terms and Conditions – PowerQ Consultancy & Project Management.
Upon any change to these general terms and conditions, PowerQ will promptly inform the Client and, upon request, provide a copy of the amended version.
Article 2. Quotations and Offers
If no validity period is stated in a PowerQ quotation, it shall be valid for thirty (30) days.
All quotations are based on the information provided by the Client.
All offers by PowerQ are non-binding until PowerQ has accepted the Client’s confirmation of the order.
The Client may use the knowledge and experience contained in the quotation solely for evaluating the offer and may not make it available to third parties.
Article 3. Execution and Amendment of the Agreement
The Client shall ensure that all data indicated by PowerQ as necessary—or which the Client should reasonably understand to be necessary—for the execution of the agreement are provided to PowerQ in a timely manner. If the required information is not provided on time, PowerQ is entitled to suspend the execution of the agreement and/or to charge the Client for any additional costs resulting from the delay at the usual rates. The execution period will not begin until the Client has provided the necessary information. PowerQ is not liable for any damage resulting from reliance on incorrect or incomplete information provided by the Client.
PowerQ has the right to have certain work performed by third parties.
If necessary for the proper execution of the assignment, PowerQ may engage one or more experts.
The engagement of third parties and/or experts will, where customary, only occur after consultation with and consent from the Client; the costs shall be borne by the Client unless otherwise agreed in the assignment.
If during execution it appears necessary to amend or supplement the assignment for proper completion, the parties will agree on such adjustments in a timely manner. Changes in the scope, nature, or content of the agreement—whether at the request of the Client, competent authorities, or otherwise—may affect the original agreement, including changes in price or completion time. The Client accepts the possibility of such changes.
The Client shall ensure the safety of PowerQ personnel present on the Client’s premises or other locations in connection with the execution of the assignment.
Article 4. Suspension, Termination, and Interim Cancellation
PowerQ is entitled to suspend performance of its obligations or to terminate the agreement if the Client fails to meet its obligations, if circumstances become known after the agreement is concluded giving good reason to fear non-performance, if the Client is asked to provide security for its obligations and fails to do so, or if delays attributable to the Client prevent performance under the originally agreed terms.
PowerQ is also entitled to terminate the agreement if circumstances arise that make performance impossible or if maintaining the agreement unchanged cannot reasonably be required.
Upon termination, all amounts owed by the Client to PowerQ become immediately due.
Suspension or termination by PowerQ does not create any liability for compensation of damage or costs for the Client.
If termination is attributable to the Client, PowerQ is entitled to claim compensation for all direct and indirect damages and costs incurred.
Article 5. Force Majeure
PowerQ is not obliged to fulfil any obligation if it is prevented from doing so due to circumstances not attributable to fault and which are not for its account under the law, legal acts, or generally accepted standards.
Force majeure includes, in addition to its legal definition, all external causes beyond PowerQ’s control, whether foreseeable or not, which prevent PowerQ from fulfilling its obligations. This includes strikes at PowerQ or its suppliers. PowerQ may invoke force majeure even if the circumstance occurs after it should have fulfilled its obligation.
During a period of force majeure, PowerQ may suspend its obligations. If this period exceeds two months, either party may terminate the agreement without any obligation to compensate damages.
If PowerQ has partially fulfilled its obligations before the force majeure event, it may invoice the completed portion, which the Client must pay as if it were a separate contract.
Article 6. Payment and Collection Costs
Agreed rates or fees are exclusive of VAT and other applicable taxes and levies.
Payment must be made within thirty (30) days from the invoice date in the currency stated on the invoice, unless otherwise agreed in writing. PowerQ may invoice periodically.
PowerQ is entitled to adjust its rates annually in line with inflation as published by CBS, using the DPI services index.
If the Client fails to pay on time, interest of 1% per month is due, unless statutory interest is higher, in which case the statutory rate applies. Interest is calculated from the due date until full payment.
Payments will first be applied to costs, then to interest, and finally to principal. PowerQ may refuse a payment if the Client specifies a different allocation.
If the Client is in default, all reasonable collection costs will be borne by the Client, including judicial and extrajudicial expenses, plus interest on these costs.
Article 7. Liability
If PowerQ is liable, such liability is limited as set out in this article.
PowerQ is not liable for damage caused by reliance on incorrect or incomplete information provided by or on behalf of the Client.
If PowerQ is liable for any damage, liability is limited to the invoice value of the relevant order or part thereof, with a maximum equal to the invoice value of the billing period in which the liability occurred.
In all cases, liability is limited to the amount paid out by PowerQ’s insurer, if applicable.
PowerQ is only liable for direct damages.
Direct damage means reasonable costs to determine cause and extent, reasonable costs to rectify performance to the agreement, and reasonable costs to prevent or limit damage. Indirect damage (including consequential loss, lost profit, missed savings, and business interruption) is excluded.
Any claim for compensation expires if the Client does not notify PowerQ in writing within seven (7) days after discovery—or after it should reasonably have been discovered—of the damage. In any event, the right to compensation lapses one (1) year after the cause of action arises.
These limitations do not apply in cases of intent or gross negligence by PowerQ or its senior management.
Article 8. Indemnification
The Client indemnifies PowerQ against all claims by third parties relating to damage arising in connection with the execution of the agreement where the cause lies with the Client or another party other than PowerQ. If PowerQ is sued by third parties, the Client must assist PowerQ both in and out of court and take all reasonable steps as required. If the Client fails to do so, PowerQ may act itself at the Client’s expense and risk.
Article 9. Data Protection and Confidentiality
Each party shall treat all information received in connection with the assignment as confidential where confidentiality is evident or should reasonably be understood. Such information shall be used only for the purpose for which it was provided.
This obligation does not apply to information that:
a. is public or becomes public without unlawful action by the receiving party;
b. was already lawfully in possession of the receiving party; or
c. must be disclosed under a legal obligation or to the relevant authority.Intellectual property rights in the information provided remain with PowerQ. The Client may use and reproduce such information solely for its own organisation and within the scope of its business operations.
Article 10. Governing Law and Disputes
All legal relationships involving PowerQ are governed exclusively by Dutch law, even if performance occurs partly or wholly abroad or if a party involved is domiciled abroad.
The competent court in PowerQ’s place of business has exclusive jurisdiction, unless mandatory law provides otherwise. However, PowerQ may bring the matter before the court with jurisdiction under the law.
Parties shall make every effort to resolve disputes amicably before resorting to court proceedings.
Article 11. Filing and Amendments
These terms and conditions are filed with the Chamber of Commerce in Rotterdam.
The most recently filed version applies, or the version in effect at the time the legal relationship with PowerQ arose.
The Dutch version of these general terms and conditions shall prevail in the event of any dispute over interpretation.