GENERAL TERMS AND CONDITIONS CORROSION ALLIANCE
- CORROSION ALLIANCE is part of Imbuss BV, established in Groningen under Chamber of Commerce no. 63438402.
- Customer: the person with whom Corrosion Alliance has entered into an agreement (membership).
- Parties: Corrosion Alliance and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general conditions
- These conditions apply to all offers, quotations, work, orders, agreements and deliveries of services or products by or on behalf of Corrosion Alliance.
- Parties can only deviate from these conditions if they have explicitly agreed so in writing.
- Parties explicitly exclude the applicability of additional and/or deviating general conditions of the client or of third parties.
- All prices quoted by Corrosion Alliance are in euros and include VAT.
- Corrosion Alliance can at any time change the prices of its products and services on its website or as otherwise announced.
- Increases in the prices of products or parts thereof, which Corrosion Alliance could not foresee at the time of the offer or the conclusion of the agreement, can result in price increases.
- The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
- Corrosion Alliance will notify the consumer of any price adjustments prior to their implementation.
- The consumer has the right to terminate the agreement with Corrosion Alliance if he does not agree with the price increase.
Commencement and duration
- The agreement is entered into for the specified duration.
- The agreement will be terminated by law at the end of the fixed term.
- Agreements are not tacitly or automatically renewed.
- The customer will receive a new offer by e-mail or telephone before the agreement expires.
- Accepting this offer leads to a new agreement to which the same conditions apply.
Payments and term of payment
- Payment is made by means of an online payment.
- The customer must make payments in advance.
- Payment deadlines, if applicable, are considered to be strict deadlines. This means that if the customer has not paid the agreed amount by the last day of the payment period, he is legally in default, without Corrosion Alliance having to send a reminder or give notice of default.
Consequences of late payment
- In exceptional cases, it may be that a subsequent payment has been agreed with the customer. In this case, the following conditions apply:
- If the customer does not pay within the agreed period, Corrosion Alliance is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month will be counted as a whole month.
- When the customer is in default, he/she must also pay extrajudicial collection costs and any compensation to Corrosion Alliance.
- The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
- If the customer does not pay in a timely manner, Corrosion Alliance may suspend its obligations until the customer has met his/her payment obligation.
- In case of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, the claims of Corrosion Alliance on the customer are immediately due and payable.
- If the customer refuses to cooperate with the implementation of the agreement by Corrosion Alliance, he is still obliged to pay the agreed price to Corrosion Alliance.
Delivery and right of withdrawal
- Corrosion Alliance delivers digital content after payment. This is immediately made available after advertising. By making a payment to Corrosion Alliance, you agree to immediate delivery. You hereby waive your right of withdrawal.
Retention of title
- Corrosion Alliance remains the owner of all delivered products until the customer has fulfilled all its payment obligations towards Corrosion Alliance under any agreement entered into with Corrosion Alliance, including claims relating to non-compliance.
- Until such time, Corrosion Alliance may invoke its retention of title and take back the goods.
- Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If Corrosion Alliance invokes its retention of title, the agreement is considered cancelled and Corrosion Alliance has the right to claim damages, lost profits and interest.
Execution of the agreement
- Corrosion Alliance will execute the agreement to the best of its ability and in accordance with the requirements of good craftsmanship.
- Corrosion Alliance has the right to have the agreed services (partially) carried out by third parties.
- The implementation of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed down payment by the client.
- It is the responsibility of the client to ensure that Corrosion Alliance can commence the implementation of the agreement in a timely manner.
- If the client has not ensured that Corrosion Alliance can commence implementation of the agreement in good time, the resulting extra costs and/or extra hours will be borne by the client.
Provision of information by the client
- The customer provides all information, data and documents relevant to the proper performance of the agreement in a timely manner and in the desired form and manner to Corrosion Alliance.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these come from third parties, insofar as the nature of the agreement does not dictate otherwise.
- If and insofar as the customer requests, Corrosion Alliance will return the relevant documents.
- If the client does not provide the information or data reasonably required by Corrosion Alliance, or does not do so on time or properly, and the performance of the agreement is delayed as a result, the client will be liable for the extra costs and hours involved.
- Corrosion Alliance retains all intellectual property rights (including copyright, patent rights, trademark rights, drawing and model rights, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, etc., unless parties have agreed otherwise in writing.
- The customer is not permitted to copy, show and/or make available to third parties or use in any other way the said intellectual property rights without the prior written consent of Corrosion Alliance.
- The customer must keep all information received (in whatever form) from Corrosion Alliance confidential.
- The same applies to all other information regarding Corrosion Alliance of which the customer knows or can reasonably suspect that it is secret or confidential, or of which the customer can expect that dissemination could cause damage to Corrosion Alliance.
- The client takes all necessary measures to ensure that the information referred to in paragraph 1 and 2 also remains secret.
- The confidentiality obligation described in this article does not apply to information
- which was already in the public domain before the customer became aware of it, or which has subsequently become public without this being due to a breach of the customer’s duty of confidentiality
- that is made public by the customer pursuant to a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
- If the other party violates the article of these General Terms and Conditions regarding confidentiality or intellectual property, he shall forfeit for each violation an immediately payable fine to Corrosion Alliance.
- If the other party is a consumer, this penalty shall be €1,000.
- If the other party is a legal entity, this fine shall be €5,000.
- In addition, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that the breach continues.
- No prior notice of default or legal proceedings are required for the forfeiture of this penalty. It is also not necessary for there to be any form of damage.
- Forfeiture of the penalty referred to in paragraph 1 of this article is without prejudice to the other rights of Corrosion Alliance, including its right to claim damages in addition to the penalty.
- The customer indemnifies Corrosion Alliance against all claims of third parties related to the products and/or services delivered by Corrosion Alliance.
Joint and several liability customer
- If Corrosion Alliance enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts that they owe Corrosion Alliance under that agreement.
Liability of Corrosion Alliance
- Corrosion Alliance informs members by means of digital information about Microbial Influenced corrosion knowledge and developments and does not provide case related advice through the platform.
- The client acknowledges and accepts any risks of transferring recommendations and practices to assets and cannot hold Corrosion Alliance liable in any way.
Right of rescission
- The customer has the right to terminate the agreement if Corrosion Alliance imputably fails to meet its obligations, unless this failure, given its special nature or minor importance, does not justify the termination.
- If the performance of the obligations by Corrosion Alliance is not permanently or temporarily impossible, dissolution can only take place after Corrosion Alliance is in default.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, Corrosion Alliance cannot be held responsible for any failure in the performance of any obligation towards the customer in a situation independent of the will of Corrosion Alliance, as a result of which the performance of its obligations towards the customer is fully or partially prevented or as a result of which the performance of its obligations cannot reasonably be required from Corrosion Alliance.
- The force majeure referred to in paragraph 1 includes, but is not limited to: emergencies (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom disruptions; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions and work stoppages.
- If a force majeure situation occurs as a result of which Corrosion Alliance cannot meet one or more obligations towards the customer, then these obligations will be suspended until Corrosion Alliance can meet them again.
- As soon as a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing, wholly or partially.
- Corrosion Alliance is not liable for any compensation in the event of force majeure, even if it benefits from any advantages due to the force majeure situation.
Amendments to the agreement
- If, after the conclusion of the agreement for its implementation, it appears necessary to amend or supplement the contents thereof, parties shall, in a timely manner and in mutual consultation, amend the agreement accordingly.
Amendment of general conditions
- Corrosion Alliance is entitled to amend or supplement these general conditions.
- Changes of minor importance can be made at any time.
- Corrosion Alliance will discuss major changes with the client in advance as much as possible.
- Consumers are entitled to terminate the agreement in the event of a substantial change in the general conditions.
Transfer of rights
- Rights of the customer under an agreement between parties cannot be transferred to third parties without the prior written consent of Corrosion Alliance.
- This provision is considered a clause with effect of property law as meant in article 3:83, second paragraph, of the Dutch Civil Code.
Consequences of nullity or voidability
- If one or more provisions of these conditions prove to be invalid or voidable, this will not affect the other provisions of these conditions.
- A provision that is void or voidable will be replaced by a provision that comes closest to what Corrosion Alliance had in mind when drawing up the conditions.
Applicable law and competent court
- Any agreement between the parties is exclusively governed by Dutch law.
- The Dutch court in the district where Corrosion Alliance has its registered office / practice / office is exclusively competent to take cognisance of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 4 January 2021