Terms and Conditions
Power Quality Europe
In these general terms and conditions:
- Power Quality Europe: defined in article 2 of these general terms and conditions;
- Counterparty: The customer with whom Power Quality Europe has concluded an Agreement;
- Agreement: any consensus between Power Quality Europe and the Counterparty;
- Written / in Writing: by email, by message via electronic device, by post or via a physical document;
- Third party(ies): persons not involved in the Agreement.
- Consumer: A natural person who does not act in the course of a profession or business;
- Product: the electricity product undersaving the product name ‘Kubie’, which Power Quality Europe BV largely designs and produces under its own management.
Name: Power Quality Europe BV
Address: Wassenaarstraat 61
Postal code and place of business: 4611 BT Bergen op Zoom
Chamber of Commerce number: 55815723
- These general terms and conditions apply to every offer and all (legal) acts of Power Quality Europe and to every Agreement concluded between Power Quality Europe and the Counterparty.
- If the Agreement is concluded electronically, notwithstanding the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions can be made available electronically to the Counterparty in such a way that it can be easily accessed by the Counterparty. are stored on a durable data carrier. If this is not reasonably possible, before the Agreement is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that they will be sent free of charge at the request of the Counterparty electronically or otherwise.
- Unless expressly agreed otherwise and in Writing, the applicability of other general terms and conditions is excluded.
- Deviations from or additions to these general terms and conditions are only valid if they have been expressly agreed in Writing.
- If and insofar as on the grounds of reasonableness and fairness or the unreasonably onerous nature any provision of these general terms and conditions cannot be invoked, the relevant provision shall in any case be given a corresponding meaning as far as possible in terms of content and purport, so that it can be invoked.
- Power Quality Europe is entitled to engage Third Partiesfor the execution of the Agreement.
- If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
- The offer contains a description of the offered Product. The description is sufficiently detailed to enable a proper assessment of the offer by the Counterparty. If cubie uses images, these are a true representation of the offered Product. Obvious mistakes or errors regarding, for example, the amounts shown are not binding on Power Quality Europe.
- The Agreement is concluded at the time of acceptance by the Counterparty of the offer and the fulfillment of the associated conditions.
- If a provision of the general terms and conditions or an Agreement is found to be void or destroyed, this does not affect the validity of the entire general terms and conditions or Agreement. The parties will consult in order to agree on a new provision to replace the void or voided provision, whereby the purpose and intent of the void or voided provision are taken into account as much as possible.
- Power Quality Europe reserves the right not to implement a concluded Agreement, for example if it has reasonable doubt or information that the Counterparty will not (be able to) meet its (financial) obligations. If Power Quality Europe refuses, it will inform the Counterparty in Writing of the refusal within a reasonable period of time after the conclusion of the Agreement.
- These general terms and conditions also apply to future, additional and/or follow-up assignments.
- The right of suspension and the right of set-off of the Counterparty are excluded if the Counterparty acts in the exercise of a profession or business.
- If the Counterparty has accepted the offer electronically, Power Quality Europe will immediately confirm acceptance of the offer electronically.
- The Counterparty acting as a Consumer may dissolve a Distance Agreement or an Agreement concluded outside the sales area without stating reasons until a period of 14 (fourteen) days has passed, after:
- In the case of an Agreement to provide services: the day on which the Agreement is concluded. This right of withdrawal expires when the performance of the service, with the consent of the Consumer, has started before the end of this reflection period;
- In the case of Consumer Purchase: the day on which the Consumer or a Third Party designated by the Consumer, who is not the carrier, has received the item.
- The right of withdrawal does not apply if the Counterparty is not a Consumer.
Article 7. Extension of the right of withdrawal for products in the event of failure to inform the right of withdrawal
- If the Power Quality Europe Counterparty has not provided the legally required information about the right of withdrawal or the model form for withdrawal, the reflection period will expire twelve months after the end of the original reflection period determined in accordance with the previous paragraphs of this article. .
- If Power Quality Europe has provided the information referred to in the previous paragraph to the Counterparty within twelve months after the commencement date of the original cooling-off period, the cooling-off period expires 30 days after the day on which the Counterparty received that information.
- the Counterparty transmits the Product back with all the associated components, if reasonably possible, in their original state, and packaging, and in accordance with the by Power Quality Europe provided reasonable and clear instructions.
- The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the Counterparty.
- Counterparties bear the direct cost of returning the Product.
- If the Counterparty does not fulfill one or more of its obligations, does not fulfill one or more of its obligations on time or does not properly fulfill one or more of its obligations, is declared bankrupt, applies for a (provisional) suspension of payments and/or postponement of payment, proceeds to liquidate its company, as well as when its assets are seized in whole or in part, Power Quality Europe has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default in whole or in part by means of a Written statement, one and other at its discretion and always with retention of any right to compensation for costs, damage and interest.
- If the Agreement ends due to force majeure, Power Quality Europe is entitled to payment for the hours already worked or investments made at the time of termination of the Agreement.
If the Counterparty is a Consumer:
- Total liability of Power Quality Europe is limited to compensation for damage up to a maximum of the amount stipulated for that Agreement (excluding VAT). In no event shall the total compensation amount for damages be more than the liability of Power Quality Europe amount to be paid.
- Power Quality Europe’s liability is not limited for damage resulting from intent or willful recklessness on the part of Power Quality Europe.
In case the Counterparty acts in the exercise of a profession or business:
- Power Quality Europe is not liable for indirect and direct damage. Not excluded is Power Quality Europe’s liability for damage resulting from intent or willful recklessness on the part of Power Quality Europe.
- If Power Quality Europe is nevertheless liable for direct damage, Power Quality Europe’s total liability will be limited to compensation for damage up to a maximum of the amount stipulated for that Agreement (excluding VAT).
- The amount of the compensation will never exceed the amount paid out by the liability insurance.
- Direct damage is understood to mean:
- Reasonable costs that the Counterparty would have to incur to have Power Quality Europe’s performance comply with the Agreement; however, this replacement damage will not be compensated if the Agreement is dissolved by or at the request of the Counterparty;
- Reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
- Reasonable costs incurred to prevent or limit damage insofar as the Counterparty demonstrates that these costs have led to limitation of damage within the meaning of these terms and conditions.
- The Counterparty indemnifies Power Quality Europe against any claims by Third Parties who suffer damage in connection with the execution of the Agreement.
General provisions regarding liability:
- The condition for the existence of any right to compensation is always that the Counterparty reports the damage in Writing to Power Quality Europe as soon as possible after it has arisen. Any claim for compensation against Power Quality Europe lapses by the mere lapse of 12 (twelve) months after the claim arose.
- Power Quality Europe is not liable for damage caused by auxiliary persons as referred to in art. 6:76 BW.
- Power Quality Europe is not liable for damage, of whatever nature, because Power Quality Europe has based on incorrect and/or incomplete information provided by the Counterparty.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure on part of Power Quality Europe in the fulfillment of any obligation towards the Counterparty cannot be attributed to Power Quality Europe in the event of force majeure, as a result of which the fulfillment of its obligations towards the Counterparty is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably of Power Quality Europe be expected. These circumstances include non-performance by suppliers or other Third Parties, power failures and equipment failure.
- If a situation as referred to in paragraph 1 of this article arises as a result of which Power Quality Europe can not fulfill its obligations towards the Counterparty, those obligations will be suspended as long as Power Quality Europe can not fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 (thirty) calendar days, both Parties have the right to dissolve the Agreement in whole or in part in Writing. Power Quality Europe In that case,is not obliged to pay compensation for any damage, not even if Power Quality Europe as a result of the force majeure situation enjoys any advantage.
- Power Quality Europe guarantees that the Products meet the Agreement, the specifications listed in the offer, the reasonable requirements of reliability and / or usability and on the date of the conclusion of the agreement existing legal provisions and / or government regulations.
- The guarantee does not apply if:
- The Counterpartythe supplied Pplacedroducts itself, repaired and / or modified by Third Parties or has installed, repaired and / or edit;
- delivered Products to abnormal conditions have been exposed or otherwise handled carelessly or contrary to the instructions of Power Quality Europe and / or packaging are handled;
- The defectiveness is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used.
- All amounts are in euros.
- The agreed amounts are based on cost-determining factors at the time of the offer. Power Quality Europe reserves the right to make changes three months after the conclusion of the Agreement changes in cost-determining factors, which Power Quality Europe proceeds to pass on to the Counterparty and cannot reasonably exert influence on, such as an increase in excise duties, social security contributions, insurance for turnover tax, such until a maximum of 20% of the original amount.
- A composite quotation requires Power Quality Europe not to perform part of the Agreement for a corresponding part of the stated amount.
- Discounts and quoted amounts do not automatically apply to future orders.
- Insofar as not provided otherwise in the Agreement or additional conditions, the amounts owed by the Counterparty must be paid within 14 (fourteen) days. after the invoice date. This payment can take place both after the Agreement has been executed and prior to the implementation of the Agreement.
- The Counterparty has the obligation to immediately report inaccuracies in payment details provided or stated to Power Quality Europe.
- If the Counterparty does not meet its payment obligation(s) in time, this will be canceled by Power Quality Europe. the late payment and the Counterparty is granted a period of 7 (seven) days to still meet its payment obligations. If payment is not made within this seven-day period, the Counterparty is in default and therefore also owes statutory interest on the amount still owed. In addition, Power Quality Europe is entitled to charge the extrajudicial collection costs incurred by it.
- In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring in the context of the WSNP,’s claims Power Quality Europe has on the Counterparty and the obligations of the Counterparty towards Power Quality Europe are immediately due and payable.
- Payments made by the Counterparty always serve in the first place to settle all interest and costs owed, and in the second place for payable invoices that have been outstanding the longest, even if the Counterparty indicates that the payment relates to a later invoice.
- The place of delivery is the address that the Counterpartyto Power Quality Europe has made known.
- If delivery of an ordered Product proves impossible, Power Quality Europe tries to deliver a replacement Product. At the latest upon delivery, it will be stated in a clear and comprehensible manner that a replacement item is being delivered. Withdrawal can not be excluded for replacement Products. The costs of any return shipment are for the account of Power Quality Europe.
- The risk of damage and / or loss of Products rests with Power Quality Europe until the time of delivery and placement with the Counterparty or a pre-designated and Power Quality Europe announced representative, unless otherwise agreed.
- All delivery times are indicative. The Counterparty cannot derive any rights from any stated terms. Exceeding a term does not entitle the Counterparty to compensation.
- Delivery and installation of the Product will take place after completing an order form.
- Counterparty can no longer invoke a defect in the performance if it has not discovered the defect or should reasonably have discovered it within 2 (two) months after it has discovered the defect. Power Quality Europe protested in this regard. If there is a visible defect on delivery, a term of 48 (forty-eight) hours applies.
- The Counterparty must give Power Quality Europe at least 4 (four) weeks to resolve the complaint in mutual consultation.
- If a complaint is not submitted to Power Quality Europe within the periods stated in the previous paragraphs, the Product is deemed to the Agreement, and perform in accordance with the Agreement.
- Complaints do not suspend the payment obligation of the Counterparty if the Counterparty acts in the exercise of a profession or business.
- Rights of one party under this Agreement may not be transferred without the prior Written consent of the Counterparty. This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.
- The title ownership of the delivered only transfers to the Counterparty when all the Counterparty has given it to goodsPower Quality Europe. due in respect of deliveries or work has been paid in full.
- cubie shall be entitled to appropriate unhindered access to the Product. The Counterparty will give to Power Quality Europe all must cooperate in order Power Quality Europe the opportunity to set it in paragraph 1 ownership given to exercise due to the reversal of the Product, including any necessary disassembly.
- The ownership of all by Power Quality Europe sold and delivered to the Counterparty remain with GoodsPower Quality Europe as long as the Counterparty has not paid claims under the Agreement or previous or later similar Agreements, as long as the Counterparty has not yet paid the activities performed or to be performed under this or similar Agreements and as long as the Counterparty has not paid the claims of Power Quality Europe due to failure to fulfill such obligations, including claims in respect of fines, interest and costs, all this as referred to in Section 3:92 of the Dutch Civil Code.
- The Counterparty is not authorized to pledge or otherwise encumber the items subject to retention of title.
- The Counterparty now gives unconditional and irrevocable permission to Power Quality Europe or one by Power Quality Europe Third Parties to appoint, in all cases where Power Quality Europe wishes to exercise its property rights, to enter all those places where its property will then be located and to take those items there.
- If the Counterparty ownership of the acquired under retention delivered by accession or mixing and the Counterparty claims referred to in paragraph 1 has not yet met, Party at the request of Power Quality Europe is required to carry ownership back the goods delivered over to Power Quality Europe. If the creation of a right of superficies as referred to in art. 5:101 BW is required, the Counterparty is obliged to cooperate.
- If Third Parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereon, the Counterparty is obliged to as soon as may reasonably be expected.
- If Power Quality Europe, at the request of the Counterparty or at its own request, with the prior written consent of the Counterparty, has performed work or other services that fall outside the content or scope of the Agreement, this work or performance will be reimbursed by the Counterparty according to the usual rates. from cubie. The Counterparty is never obliged to comply with such a request and can require that a separate Written Agreement be concluded for this purpose.
- The Counterparty accepts that the agreed objectives and expectations may be influenced by work or performance as referred to in paragraph 1 of this article.
- Insofar as a fixed amount has been agreed for the services,will Power Quality Europe always inform the Counterparty in Writing in advance about the financial consequences of the additional work.
- All intellectual property rights relating to and/or the resulting Power Quality Europe services provided rest with Power Quality Europe. The Counterparty only acquires the non-exclusive user rights that are expressly granted by these terms and conditions and by law. Any other or more far-reaching right of the Counterparty is excluded.
- The documents provided by Power Quality Europe to the Counterparty are exclusively intended to be used by the Counterparty. The Counterparty is not permitted to disclose and/or reproduce the information obtained in any form whatsoever. This includes processing, selling, making available, distributing and integrating – whether or not after processing – in networks, except that such disclosure and/or duplication is permitted in Writing by Power Quality Europe and/or such disclosure and /or duplication arises from the nature of the Agreement with Power Quality Europe.
- Power Quality Europe reserves the right to use the knowledge gathered during the performance of the work for other purposes, insofar as no confidential information from the Counterparty is provided to Third Parties.
- Power Quality Europe has the right to use the name and logo of the Counterparty as a reference or promotion.
- The Counterparty indemnifies Power Quality Europe against the claims of Third Parties regarding intellectual property rights.
- If the Counterparty acts in violation of this article, the Counterparty will owe an immediately due and payable penalty in the amount of three times the amount stipulated for that Agreement, without prejudice to Power Quality Europe’s right to compensation.
- Confidentiality of all confidential information that the Counterpartyin the context of theAgreement receivesPower Quality Europe . has obtained, is obligatory for the Counterparty. Information is confidential if not authorized by the Power Quality Europe has been communicated or if this reasonably follows from the nature of the information.
- Agreements between Power Quality Europegoverned and the Counterparty to which these general terms and conditions apply are exclusively by Dutch law.
- Disputes between the Parties will be resolved as much as possible through proper consultation. All disputes between the Counterparty and Power Quality Europe will be settled exclusively by the competent court in the district in which Power Quality Europe is established.
- The provisions of the general terms and conditions and the Agreement that are intended to remain in force after termination of the Agreement, including but not limited to Article 10 (Liability), Article 20 (Intellectual Property), Article 21 (Confidentiality), Article 22 (Applicable Law) and this provision (Survival), will remain in full force and effect after the Agreement has ended.
- Power Quality Europe is entitled to unilaterally change or supplement these general terms and conditions. In that case Power Quality Europe timely informs the Counterparty of the changes or additions.
- There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented terms and conditions.
- If the change gives Power Quality Europe the authority to provide a performance that differs substantially from the promised performance, the Counterparty acting as a Consumer has the right to refuse the changed conditions or to dissolve the Agreement.
- If in any case there is a discrepancy between the English version and Dutch version of these terms and conditions. The Dutch version is higher in rank than the English version.