Parrolabs: Parrolabs Inc., headquartered at Carrera 25-1S, # 55, Suite 803, Chamber of Commerce No. 1935654.the person with whom Parrolabs has entered into an agreement. Parrolabs and the customer are both parties.
Consumer: a customer who is an individual acting for private purposes.
Applicability: These terms and conditions will apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Parrolabs. Parties can only deviate from these conditions if they have explicitly agreed upon them in writing. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Quotes and offers: Offers and quotations from Parrolabs are without engagement unless expressly stated otherwise. An offeror quotation is valid for a maximum period of one month from its date unless another acceptance period is stated in the offer or quotation. If the customer does not accept an offer or quotation within the applicable time frame, the offeror quotation will lapse. Offers and quotations do not apply to repeated orders unless the parties have agreed upon this explicitly and in writing.
Acceptance: Upon acceptance of a quotation or offer without engagement, Parrolabs reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer. Verbal acceptance by the customer only commits Parrolabs after the customer has confirmed this in writing (or electronically).
Prices: All prices used by Parrolabs are in euros, include VAT, and are exclusive of any other costs such as administration costs, levies, and travel-, shipping-, or transport expenses unless expressly stated otherwise or agreed otherwise. Parrolabs is entitled to adjust all prices for its products or services, shown in its shop, on its website, or otherwise, at any time. The price with regard to services is determined by Parrolabs on the basis of the actual working hours. The price is calculated according to the usual hourly rates of Parrolabs, valid for the period in which he carries out the work unless a different hourly rate has been agreed. If the parties have agreed on a total amount for a service provided by Parrolabs, this is always a target price, unless the parties have explicitly agreed upon in writing a fixed price, which cannot be deviated from. Parrolabs is entitled to a deviation of up to 10% of the target price. If the target price exceeds 10%, Parrolabs must let the customer know in due time why a higher price is justified. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%. Parrolabs has the right to adjust prices annually. Parrolabs will communicate price adjustments to the customer prior to the moment the price increase becomes effective. The consumer has the right to terminate the contract with Parrolabs if he does not agree with the price increase.
Payment and payment terms: The customer must pay invoices from Parrolabs within 14 days, unless the parties have made other agreements about this or if the invoice has a different payment term. Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term, he is legally in default without Parrolabs having to send the customer a reminder or put him in default. Parrolabs reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Consequences of late payment: If the customer does not pay within the agreed term, Parrolabs is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted as a whole month. When the customer is in default, he is also subject to extrajudicial collection costs and may be obliged to pay any compensation due to Parrolabs. The collection costs are calculated on the basis of the reimbursement for extrajudicial collection costs. If the customer does not pay on time, Parrolabs may suspend its obligations until the customer has met his payment obligation. In the event of liquidation, bankruptcy, attachment, or suspension of payment on behalf of the customer, the claims of Parrolabs against the customer are immediately due and payable. If the customer refuses to cooperate with the performance of the agreement by Parrolabs, he is still obliged to pay the agreed price to Parrolabs.
Suspension of obligations by the customer The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Settlement The customer waives his right to settle any debt with Parrolabs with any claim against Parrolabs.
Insurance The customer undertakes to insure and keep insured the following items adequately against fire, explosion, and water damage as well as theft: Goods delivered that are necessary for the execution of the underlying agreement, being the property of Parrolabs that are present at the premises of the customer, have been delivered under retention of title. At the first request of Parrolabs, the customer provides the policy for this insurance for inspection.
Guaranteed When parties have entered into an agreement with services included, these services only contain best-effort obligations for Parrolabs, not obligations for results.
Performance of the agreement Parrolabs executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Parrolabs has the right to have the agreed services (partially) performed by third parties. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer. It is the responsibility of the customer that Parrolabs can start the implementation of the agreement on time. If the customer has not ensured that Parrolabs can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer The customer shall make available to Parrolabs all information, data, and documents relevant to the correct execution of the agreement in time and in the desired format and manner. The customer guarantees the correctness, completeness, and reliability of the information, data, and documents made available, even if they originate from third parties unless otherwise ensuing from the nature of the agreement. If and insofar as the customer requests this, Parrolabs will return the relevant documents. If the customer does not timely and properly provide the information, data, or documents reasonably required by Parrolabs and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the agreement The agreement between Parrolabs and the customer is entered into for the duration of 1 year, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 3 months, or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end of the fixed term. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Parrolabs a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Intellectual property Parrolabs retains all intellectual property rights (including copyright, patent rights, trademark rights, design, and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing. The customer may not copy or have copied the intellectual property rights without prior written permission from Parrolabs, nor show them to third parties and/or make them available or use them in any other way.
Confidentiality The client keeps any information he receives (in whatever form) from Parrolabs confidential. The same applies to all other information concerning Parrolabs about which he knows or can reasonably suspect that it is secret or confidential, or about which it can reasonably expect that its disclosure may cause damage to Parrolabs. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secrets. The obligation of secrecy described in this article does not apply to information that was already made public before the customer heard this information or that later became public without being the result of a violation of the customer's duty to confidentiality. Information that is made public by the customer due 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 the end thereof.
Penalties If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Parrolabs an immediately due and payable fine of € 5.000 for each violation, and in addition, an amount of 5% of the aforementioned amount for each day that this violation continues. No actual damage, prior notice of default, or legal proceedings are required to forfeit the fine referred to in the first paragraph of this article. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Parrolabs, including the right to claim compensation in addition to the fine. Indemnity The customer indemnifies Parrolabs against all third-party claims that are related to the products and/or services supplied by Parrolabs.
Complaints The customer must examine a product or service provided by Parrolabs as soon as possible for possible shortcomings. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Parrolabs of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. Consumers must inform Parrolabs of this within two months of detection of the shortcomings. The customer gives as detailed a description as possible of the shortcomings so that Parrolabs is able to respond adequately. The customer must demonstrate that the complaint relates to an agreement between the parties. If a complaint relates to ongoing work, this can, in any case, not lead to Parrolabs being forced to perform more work than has been agreed.
Giving notice The customer must provide any notice of default to Parrolabs in writing. It is the responsibility of the customer that a notice of default actually reaches Parrolabs (on time).
Joint and several Client liabilities: If Parrolabs enters into an agreement with multiple customers, each of them is jointly and severally liable for the entire amount owed to Parrolabs under that agreement.
Parrolabs' Liability: Parrolabs is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence. If Parrolabs is liable for any damage, it is only liable for direct damages that result from or are related to the execution of an agreement. Parrolabs is never liable for indirect damages, such as consequential loss, lost profit, lost savings, or damage to third parties. If Parrolabs is liable, its liability is limited to the amount paid by a closed (professional) liability insurance policy and, in the absence of (full) payment by an insurance company of the damages, the amount of the liability is limited to the (part of the) invoice to which the liability relates. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate, and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period In any case, the customer's right to compensation from Parrolabs shall, in any case, expire within 12 months of the event that gives rise to the liability, whether directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.
Dissolution The customer has the right to dissolve the agreement if Parrolabs imputably fails in the fulfillment of its obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. If the fulfillment of the obligations by Parrolabs is not permanent or temporarily impossible, dissolution can only take place after Parrolabs is in default. Parrolabs has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Parrolabs good grounds to fear that the customer will not be able to fulfill his obligations properly.
Force majeure In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Parrolabs in the fulfillment of any obligation to the customer cannot be attributed to Parrolabs in any situation independent of the will of Parrolabs, when the fulfillment of its obligations towards the customer is prevented in whole or in part, or when the fulfillment of its obligations cannot reasonably be required from Parrolabs. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen, or other third parties; unexpected disturbances of power, electricity, internet, computers, or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work stoppages. If a situation of force majeure arises as a result of which Parrolabs cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Parrolabs can comply with them. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing, in whole or in part. Parrolabs does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the contract If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation, adjust the agreement accordingly.
Changes in the general terms and conditions Parrolabs is entitled to amend or supplement these general terms and conditions. Changes of minor importance can be made at any time. Major changes in the content will be discussed by Parrolabs with the customer in advance as much as possible. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights The customer can not transfer its rights derived from an agreement with Parrolabs to third parties without the prior written consent of Parrolabs. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Parrolabs had in mind when drafting the conditions on that issue.
The applicable law and the appropriate court Dutch law are exclusively applicable to all agreements between the parties. The Dutch court in the district where Parrolabs is established is exclusively competent in the case of any disputes between parties unless the law prescribes otherwise. Drawn up on 28 December 2019.