General terms and conditions of the SealteQ | Group B.V. and its affiliates.
Article 1 – Definitions.
In these general terms and conditions, the following terms are used in the meanings given after them, unless expressly stated otherwise;
General Terms and Conditions: these General Terms and Conditions of SealteQ.
Client: any natural person or legal entity with whom SealteQ enters into an Agreement or to whom SealteQ makes an offer.
Agreement: the agreement between SealteQ and the Client.
Party/Parties: SealteQ and/or the Client.
SealteQ: SealteQ│Group B.V. and its affiliated companies, including but not limited to SealteQ Noord B.V., SealteQ West B.V., SealteQ Heerenveen B.V., SealteQ Ivacon B.V., Waterproofing SLS B.V., SealteQ Oost B.V., Bovitec Bouwchemie B.V., Waprof Hoensbroek B.V., Balm B.V.; depending on which entity enters into the Agreement.
The Work: the total of the work agreed between SealteQ and the Client and the materials and resources supplied by SealteQ in connection therewith.
Rental: the provision of material or equipment by SealteQ to the Client in accordance with the agreed payment, without any other work and/or services being performed by SealteQ.
Article 2 – Applicability.
2.1 All offers and/or quotations and all Agreements of SealteQ and its Client are subject exclusively to these General Terms and Conditions. The Client with whom a contract was once concluded on the basis of the General Terms and Conditions agrees to the applicability thereof to future and/or follow-up agreements with/from SealteQ.
2.2 General terms and conditions (of purchase) and other stipulations (varying from the General Terms and Conditions) used by the Client are expressly rejected by SealteQ, even if they are referred to in offers, invoices and/or on stationery or if the said terms and conditions have been accepted in the context of a previous legal relationship, unless they have been expressly accepted by SealteQ in writing. The Client may therefore not assert any right whatsoever against SealteQ in respect of any general terms and conditions used by him.
2.3 If any provision or any part of a provision of the General Terms and Conditions is for any reason wholly or partly non-binding, this does not affect the binding nature of the remaining provisions of the General Terms and Conditions or of the remaining part of the provision in question.
2.4 SealteQ has the right to amend these General Terms and Conditions unilaterally. Amendments shall also apply in respect of Agreements already concluded. Amendments shall be announced to the Client in writing or by e-mail and shall take effect thirty (30) days after the announcement, unless another date is communicated at the time of the announcement.
2.5 The General Terms and Conditions also extend to third parties engaged by SealteQ for (the performance of) the Agreement.
Article 3 – Offers, quotations and agreements
3.1 All offers from SealteQ, in whatever form, are non-binding unless stated otherwise in the offer. SealteQ’s offers may not be reproduced or shown to third parties without SealteQ’s permission. SealteQ is entitled at all times to charge the Client for the costs of its offer/quotation. 3.2 The offer(s) and/or quotation(s) shall be dated and shall be valid for 30 days from that date. SealteQ is not bound by the validity period of offer(s) and/or quotation(s), allowing it to revoke its offer(s) and quotation(s) at any time. Upon acceptance of SealteQ’s offer(s) and/or quotation(s), regardless of whether this is within the 30-day period
3.3 Agreements (as well as amendments thereto) are formed by written or electronic confirmation from SealteQ and/or by acceptance of the offer(s) and/or quotation(s) by the Client, unless SealteQ immediately revokes its offer(s) and/or quotation(s) after acceptance thereof by the Client. Furthermore, an Agreement is formed by SealteQ executing an order given by the Client in whole or in part without prior confirmation. In that case, the Client always bears the risk for the performance of the (possibly multi-interpretable) Agreement and any resulting incorrect performance of the work or deliveries.
3.4 For Agreements for which, according to their nature and scope, no offer/quotation or order confirmation is sent, the invoice is deemed to reflect the Agreement accurately and completely, subject to written complaint within eight days of the invoice date.
3.5 All offers made by SealteQ are based on the information provided by the Client, the situation, including the presence or absence of items, as described and/or visually encountered by the Client on admission, inspection or indication of the (place of the) work to be performed or deliveries to be made.
3.6 Drawings, technical descriptions, designs and calculations made by SealteQ or on its instructions remain the property of SealteQ. The aforementioned items may not be made available or shown to third parties with a view to obtaining a comparable quotation. Nor may they be copied or otherwise reproduced. If no instruction is given, the said documents must be returned to SealteQ at the Client’s expense within 14 days of a request to that effect made by SealteQ.
3.7 Each Agreement is entered into under the resolutive condition that the Client – at SealteQ’s sole discretion – proves to be sufficiently creditworthy for the financial performance of the Agreement. If desired, SealteQ may require an irrevocable bank guarantee without restrictions for an amount to be determined by SealteQ from the Client prior to execution of the Agreement.
3.8 If an Agreement is entered into with two or more Clients, they are jointly and severally bound and SealteQ is entitled to performance against each of them for the whole
Article 4 – Compensation and expenses.
4.1 SealteQ shall be entitled to the fully agreed remuneration, to be increased by the expenses incurred by SealteQ in connection with the performance of the Agreement. The expenses associated with the execution of the Agreement shall be deemed not to be included in the remuneration, unless otherwise agreed by Agreement.
4.2 The fee is the Client’s financial consideration in respect of the work performed or deliveries made by SealteQ in connection with the performance of the Agreement. Expenses are all other costs that do not concern compensation for the actual performance of the work, but are (indirectly) related thereto, such as (inter alia, but not exclusively) travel and accommodation expenses, (multiplication) costs of documents, photographs and models, land registry, translation and legal fees and other disbursements.
4.3 SealteQ is always entitled to charge expenses separately to the Client. The Client shall under no circumstances be entitled to suspend and/or set off its payment obligation in respect of such expenses.
Article 5 – Prices, changes and additional work
5.1 All prices stated in SealteQ’s offer are expressed in Euros (€) and gross, exclusive of tax(s) and/or levies (including sales tax and import and export duties) and environmental levies, unless expressly stated and/or agreed otherwise.
5.2 The prices and other conditions are based on the type and scope of the goods, services and/or work to be delivered/performed as described in the offer. Partial orders entitle SealteQ to revise the prices and conditions stated in the offer.
5.3 If no fixed price has been agreed, the price will be determined on the basis of the hours or parts thereof actually spent. The price of goods shall be determined according to the prices set by SealteQ in its price list of date Agreement. The hourly price shall be calculated in accordance with SealteQ’s usual hourly rates applicable to the period in which the work is performed, unless a different hourly rate has been agreed upon.
5.4 SealteQ is entitled to increase the price in the event of a price increase of cost-determining elements after the offer and/or quotation and/or between the time of the formation of the Agreement and its full performance, and irrespective of its foreseeability. Cost-determining elements include, but are not limited to, cost increases resulting from increases or changes in wages, charges, taxes, duties, fees, freights, levies, prices of raw materials and energy, as well as changes in exchange rates, increases in costs charged by suppliers or changes in the law. Such a price increase shall not entitle the Customer to rescind the Agreement. The price increase applies to those parts of the Agreement that have not yet been performed.
5.5 SealteQ is entitled, even without notification to or consultation with the Client, but always with due observance of the requirements of reasonableness and fairness, to replace goods and/or make changes to the agreed work or deliveries or to perform additional work, if it deems this necessary for the proper and professional performance of the Agreement or if it is necessary as a result of new or amended (government) regulations.
5.6 SealteQ is entitled to charge separately for additional work performed by it. As additional work is considered all that is delivered, fitted and/or performed by SealteQ in excess of the quantities or work expressly laid down in the Agreement and/or the order confirmation.
5.7 Changes in the Agreement or the conditions of execution will – except for urgent circumstances – be agreed in writing or electronically. The absence of a written or electronic order shall not affect SealteQ’s claims to settlement of additional and less work or to the separate charging of additional work in accordance with the previous paragraph.
5.8 Unless otherwise agreed, less work will be settled by SealteQ at the time of the final invoice.
5.9 If the final invoice shows that the total amount of the reduced work exceeds the total amount of the additional work, SealteQ shall be entitled to an amount equal to 10% of the difference of those totals.
5.10 Samples and sight copies may be charged by SealteQ unless expressly agreed otherwise by Agreement. Samples and sight copies not manufactured at the request of the Client may be returned free of charge within 14 days of receipt. Delivery costs and any costs of manufacture and return shall at all times be borne by the Client. Samples and samples made at the request of the Client can never be returned.
Article 6 – Payment
6.1 Payments must be made within the payment term indicated on the invoice and in any event fourteen days after the invoice date, unless otherwise agreed in writing, failing which the Client shall be in default by operation of law, without any summons or prior notice of default being required. Upon completion, all term invoices submitted and invoices relating to the agreed additional work must be paid.
6.2 If the Client fails to pay any amount owed by it on time, interest of 1% per month will be payable on the (invoice) amount from the due date of the invoice until full payment is made.
6.3 All judicial and extrajudicial costs related to the collection of any claim against the Client shall be borne by the Client, without the need for notice by SealteQ. The extrajudicial costs amount to at least 15% of the invoice amount(s), with a minimum of €750.
6.4 If payment in instalments has been agreed, SealteQ will send the relevant instalment invoice to the Client each time on or after the occurrence of a payment term. The turnover tax payable by the Client to SealteQ shall be stated separately.
6.5 SealteQ is always entitled to require an advance payment and/or security from the Client prior to (the execution of) the Agreement and/or additional work and/or an advance payment and/or security. SealteQ also has this authority during the term of the Agreement and with regard to follow-up agreements. If the Client fails to comply with the request for advance payment and/or security, SealteQ is entitled to dissolve the Agreement, in which case SealteQ is entitled to compensation. The Client may not assert any right regarding the performance of the Agreement before the requested advance payment and/or security has been made.
6.6 The Client has the duty to immediately report inaccuracies in payment information provided or stated to SealteQ.
6.7 Payments made by or on behalf of the Client shall extend successively to payment of the extrajudicial collection costs due, the judicial costs, the interest due and then, in order of age, the outstanding principal sums, irrespective of the Client’s instructions to the contrary.
6.8 Without SealteQ’s express consent, the Client shall not be permitted to suspend, set off and/or offset its payment obligation(s) vis-à-vis SealteQ against any claim of the Client against SealteQ on any account whatsoever. The Client may not invoke a right of retention against SealteQ.
6.9 Claims concerning invoices of SealteQ must be submitted in writing within 8 days of the invoice date, failing which the invoice shall be deemed to be correct and complete and any claim of the Client in respect thereof shall lapse.
6.10 If the Client fails to comply with any obligation under the Agreement and/or General Terms and Conditions, all claims which SealteQ has against the Client shall become immediately due and payable, without any further notice of default being required, as well as SealteQ shall be entitled to suspend (further) compliance by it with all its obligations from legal relationships with the Client.
Article 7 – Execution and (execution or delivery) deadlines
7.1 SealteQ will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship and will make every effort to properly execute the Agreement whether or not through the engagement of third parties – whether or not on behalf of and at the expense and risk of the Client – and whether or not in parts.
7.2 Unless otherwise agreed in writing, performance will be commenced after the Agreement has been concluded and after and as long as SealteQ has all facilities necessary for performance and all objects, documents, drawings, calculations, permits, exemptions, approvals, allocations, and data necessary for performance and/or to be provided by the Client, after information has been provided by the Client regarding applicable safety measures, and after any stipulated advance payment has been received by SealteQ or security has been provided for SealteQ’s benefit.
7.3 If the commencement or progress of the performance of the Agreement is delayed due to factors for which the Client is responsible, the resulting costs and damages for SealteQ shall be compensated to SealteQ by the Client.
7.4 The time limits specified by SealteQ within which the Agreement is to be executed are always approximate and do not apply to SealteQ as deadlines, unless otherwise expressly agreed in writing.
7.5 If the Agreement is amended or supplemented, the deadlines within which the Agreement is executed may be adjusted by SealteQ.
7.6 In the event of failure to perform the Agreement on time, SealteQ shall be in default only after written notice of default and the expiry of the term specified therein.
7.7 If fatal (performance and/or delivery) deadlines are exceeded, or in the event of default after a written notice of default, the Client is not entitled to compensation and/or non-performance of any obligation arising for him from the Agreement, but only the option to demand performance within a reasonable period set by the Client.
7.8 If the Agreement cannot be performed because the Client has not given SealteQ sufficient opportunity to do so and/or because the Client has not provided SealteQ with sufficient information and/or instructions necessary for performance, the Client shall be in default by operation of law and all the consequences thereof shall be at its expense. SealteQ will then be entitled to recover from the Client all losses it suffers on account of the failure to perform the Agreement or to perform it on time.
7.9 In the event of force majeure, as well as if a delay has been caused by the actions or omissions – culpable or not – of the Client or a third party, the period(s) within which the Agreement must be performed will be extended by at least the duration of the delay.
Article 8 – Delivery
8.1 Delivery of goods and/or materials will take place at a place agreed in the Agreement, at least the location where SealteQ will perform the Work, unless expressly agreed otherwise.
8.2 From the time of delivery, the goods delivered shall be at the expense and risk of the Client. If the delivery does not take place at a place agreed upon in the Agreement, the goods shall be transported at the expense and risk of the Client.
8.3 The Client is obliged to accept the goods at the moment that SealteQ delivers them or causes them to be delivered to him, or at the moment at which these goods are made available to him in accordance with the Agreement. The acceptance of processed goods at SealteQ’s company must take place at the latest within five working days after SealteQ has given notice that the processing has been completed.
8.4 If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, SealteQ is entitled to store the goods at the expense and risk of the Client. If the Client fails to take delivery (on time) of the goods with due observance of the aforementioned articles, the Client will be in default by operation of law and all consequences thereof will be at his expense, including costs of storage. More specifically, SealteQ shall then be entitled to dissolve the Agreement and/or to claim damages.
8.5 If SealteQ requires data from the Client in connection with the performance of the Agreement, the delivery period shall commence at the time when the Client has made such data available to SealteQ.
8.6 SealteQ is authorized to deliver in parts, which SealteQ may then invoice separately. The Client is then obliged to pay in accordance with the provisions of these General Terms and Conditions.
8.7 Under no circumstances may items delivered by SealteQ be returned without SealteQ’s prior written approval.
Article 9 – Delivery
9.1 The Work shall at all times be deemed delivered, executed and approved at the time when SealteQ notifies the Client that the result of the Work is ready for delivery and the Client has accepted it.
9.2 The request by SealteQ from the Client of the final invoice details, or the sending by SealteQ of the final invoice, shall constitute notification of completion and an invitation to the Client to inspect the result of the Work. Settlement by the Client of the final invoice shall take place within 30 days after the date of final invoice, unless otherwise agreed by Agreement.
9.3 SealteQ shall be entitled to submit the invoice regarding the installment due on delivery 14 days before the scheduled delivery.
9.4 If the Client does not respond to the notification of completion or invitation to inspect the Work within 8 days, the Client will be deemed to have accepted and approved the result of the Work without an inspection taking place. 9.5 If the Client pays SealteQ’s final invoice without any protest, the Client accepts the Work without any inspection of the Work and the Work is deemed to be approved. The day of payment shall count as the day of completion.
9.6 If the Client actually puts the result of the work into use (in part), delivery shall also be deemed to have taken place. The day of (actual) putting into use shall be deemed to be the day of approval and delivery. The performance of work on the Work (or having it performed) and/or the undoing of work already performed by SealteQ qualifies as actual putting into use.
9.7 If the Client fails to pay the final invoice and timely avails itself of the invitation to proceed to inspection, a completion report to be signed by or on behalf of both Parties shall be drawn up on the occasion during the inspection.
9.8 If the result of the Work has been recorded and the Client has not notified SealteQ in writing within 8 days thereafter whether or not it accepts or approves it, the Work shall be deemed delivered and approved.
9.9 If the Client rejects the result of the Work, he must make the rejection in writing, specifying the defects that are the reason for rejection. Minor defects will not be a reason for rejection, provided they do not prevent any commissioning. After rejection by the Client, the defects accepted by SealteQ shall be repaired by it as soon as possible.
9.10 From delivery onwards, the Work is at the expense and risk of the Client. The Client shall indemnify SealteQ (in respect of all liability) for damage suffered by the Client and/or third parties.
9.11 SealteQ is entitled to deliver the Work in parts, unless this has been deviated from by Agreement or the partial delivery has no independent value. SealteQ is entitled to invoice partial deliveries separately.
Article 10 – Examination, complaints and lapse
10.1 The Customer shall be obliged to examine the work performed or delivered (or have it examined) at the time of delivery/delivery. The Client should examine whether the quality and quantity of the work performed or delivered corresponds to what was agreed, or at least meets the requirements set for it in normal (commercial) dealings.
10.2 The inspection or examination shall be made by the Client in the presence of SealteQ and shall be for the purpose of ascertaining whether SealteQ has complied with its obligations under the Agreement.
10.3 Any visible defects and/or deficiencies must be reported to SealteQ immediately upon delivery or completion, failing which any claim (irrespective of its legal and/or contractual basis) against SealteQ in respect of those defects and/or deficiencies will lapse. Non-visible defects and/or shortcomings must be reported to SealteQ in writing immediately, or at least within 8 days, after their discovery, failing which any claim (irrespective of the legal and/or contractual basis thereof) against SealteQ in respect of such defects and/or shortcomings shall lapse.
10.4 SealteQ must be given the opportunity to check complaints submitted.
10.5 If complaints are made in a timely manner and if, in SealteQ’s opinion, the complaints are correct, SealteQ will repair the shortcomings and/or defects within a reasonable period of time or replace the delivered goods. A complaint (justified or not) by the Client does not suspend the Client’s (payment) obligation(s), nor does it entitle the Client to set-off.
10.6 If a Client’s complaint is unfounded, the costs incurred by SealteQ as a result, including any investigation costs, shall be borne in full by the Client.
10.7 Any (legal and/or contractual) claim by the Client based on shortcomings and/or defects in the work performed and/or deliveries made shall in any event expire twelve months after the date of delivery or completion.
Article 11 – Samples and models
11.1 If a sample, model or illustration has been shown or provided to the Client, it is presumed that these have only been shown as an indication without the case having to correspond to it, unless it is expressly agreed in writing that the case will correspond to it.
11.2 If a surface area or other dimensions and indications are mentioned in the Contract, this is also presumed to be intended as an indication only, unless these data are necessary for the work to be performed. Areas shall be determined in whole square meters. Spaces shall be included in the surface area and shall not be settled.
11.3 The figures, sizes, weights or descriptions included in a catalogue/offer are only intended as indications without the delivered and/or the Work having to correspond to them, unless it is expressly agreed in writing that the delivered and/or the Work will correspond to them. Printing errors can never give rise to any complaints.
Article 12 – Warning obligation and completion file
12.1 The applicability of Section 7:754 of the Dutch Civil Code is excluded and – to the extent that this does not appear to be possible in a particular case – SealteQ is free to determine the manner in which it implements (in terms of content and in what form) its warning obligation as referred to in Section 7:754 of the Dutch Civil Code.
12.2 Unless otherwise agreed, SealteQ – contrary to Section 7:757a of the Dutch Civil Code – is not obliged to provide the Client with a completion file on delivery. If and to the extent that the Parties have agreed that SealteQ is to provide a completion file, it will always (exclusively) be up to SealteQ to determine (per and during the performance of the Agreement) the manner in which it will give effect to it as well as what information and documents form part of the completion file. In no event shall SealteQ be liable for any loss and/or damage and/or additional costs incurred or to be incurred by the Client as a result of a missing and/or incomplete completion file, and the Client shall indemnify SealteQ against any and all claims in this respect. The Client is further required to reimburse SealteQ for any (additional) costs incurred in connection with the provision and/or completion of the completion file (at the request of the Client and/or the competent authority).
Article 13 – Principal’s obligations
13.1 The Client is required to ensure, prior to the execution of the Agreement, that all information which SealteQ indicates is necessary, or which the Client should reasonably understand is necessary for the execution of the Agreement, is provided to SealteQ in a timely manner and/or at SealteQ’s direction. The Client guarantees the accuracy and completeness of all information provided by it.
13.2 For the purposes of SealteQ’s performance of the Agreement, the Client shall be obliged to render all cooperation required by SealteQ (in a timely manner) and to make all necessary arrangements and obtain all necessary permits, all at the Client’s risk, unless otherwise agreed by Agreement.
13.3 The Client is obliged to investigate, and inform SealteQ in writing of, all circumstances, including the location and presence of obstacles, cables, pipelines and other obstructions and risks present such as, but not limited to, the condition of the soil and (ground) water level, risks for third parties (e.g. during spraying activities), indigenous protected plants and animal species present, plot restrictions (e.g. water catchment area) and contamination of the soil by construction materials and objects present in the work.
13.4 In the event of any work which may involve contact with underground obstacles, the Principal must, at least five working days before commencement of the work, but no earlier than 20 working days, submit a notification to the Land Registry (KLIC), including, where relevant, a request for the location of house connections. The Client must ensure that all cable and pipeline operators involved respond. The client will provide SealteQ with the results of this survey before commencement of the work.
13.5 Unless otherwise agreed in writing, the Client shall arrange for the disconnection or disconnection of all connections in use to public utilities and any other pipes and/or cables and other obstacles running through, over or under the site and shall provide the necessary certificates for this purpose.
13.6 The necessary electricity, gas and water shall be at the expense of the Client.
13.7 At SealteQ’s request, the Client undertakes to provide an insight into the environmentally hygienic condition of the soil to be worked on, to issue an H&S plan for the design phase and/or to carry out or arrange for an asbestos inventory to be carried out by an asbestos inventory agency recognized and certified for this purpose and/or a building materials survey.
13.8 Client shall take care of cleaning and keeping the public road clean before, during and after work where the public road is used for the work.
13.9 The Client is responsible for providing data on the (environmental) quality of the soils to be excavated or processed by SealteQ, or of the material to be transported by SealteQ.
13.10 The cost of sampling and analysis of items to be excavated, transported, processed or dumped shall be borne by the Client, unless otherwise agreed in writing.
13.11 The Client is not permitted to carry out or have carried out any work on the Work, either itself or by third parties, before the day on which the Work is deemed to have been delivered, except with the written consent of SealteQ. If the aforementioned provision is violated, any liability of SealteQ in respect of the entire Work, as well as any guarantees issued by SealteQ in that respect, shall immediately lapse.
13.12 Without SealteQ’s prior written or electronic consent, the Client is not permitted to transfer its rights and obligations under the Agreement to a third party before the day on which the work is deemed to have been completed.
13.13 The Client has the obligation to timely inform SealteQ in writing about or warn SealteQ of circumstances relevant to the performance of the Agreement.
13.14 Unless otherwise agreed by Contract, Principal is obliged during the term of the Contract – insofar as applicable – to take out and maintain insurance that provides at least adequate cover for material loss and/or property damage and/or injury caused in connection with the performance of the Contract. The insurance must provide cover at the location where the work or deliveries are performed, as well as during any transport. Client shall furthermore take out all mandatory statutory insurance required by the applicable legislation.
13.15 Insurance shall provide adequate coverage and the Client shall provide adequate proof of insurance and premium payment at SealteQ’s first request.
Article 14 – Agreement regarding Rental
14.1 All equipment made available or leased by SealteQ is deemed to be in good condition at the time of delivery, subject to proof to the contrary by the Principal. With the signing of the (individual) lease agreement or, in the absence of the signing of the lease agreement, by taking delivery of or putting into use the hired object, the Client declares to have received it in good condition. Any complaints about the condition of the hired goods and/or the (manner of) installation must be reported in writing to SealteQ by the Client no later than one working day after delivery.
14.2 The Client shall be obliged to use, handle and (if applicable) load the Subjects with due care and in accordance with their purpose, specifications and capacities. The Client is obliged to man the Rented Vehicle with competent (own) personnel and the Client is fully responsible for the personnel operating the Rented Vehicle.
14.3 The Client is required to keep the Rented Property in good condition and return it in good condition and cleaned after the rental period and/or upon termination of the Agreement, for whatever reason.
14.4 Unless otherwise provided in the Agreement, mobilization and demobilization of the Leased Premises by SealteQ will take place at the expense of the Client.
14.5 The Client must always use the Leased Premises in such a way that it does not contravene safety, environmental and/or traffic regulations and does not constitute a danger to SealteQ or third parties. If necessary, the Client shall ensure adequate lighting and/or beaconing of the rented object and take the measures required for road safety. The Client is liable for all costs to be incurred by SealteQ in connection with the Client’s failure to comply with its obligations under this article. 14.6 If necessary during the performance of the Agreement, SealteQ shall arrange for repair and maintenance of the Rented Vehicle. The Principal is not permitted, without SealteQ’s express written consent, to carry out such repairs and/or maintenance itself. If repair and/or maintenance is required as a result of acts or omissions, including misuse, by or on behalf of the Client, the costs of repair and/or maintenance, including – but not limited to – the costs of labor, materials, travel expenses and transportation costs, shall be borne by the Client.
14.7 The Client is fully liable for the costs and penalties arising from the use of the Leased Premises and indemnifies SealteQ in this regard.
14.8 The Client is prohibited from (sub)renting or (for no consideration) giving the Rented Property in whole or in part to a third party, unless written permission has been granted by SealteQ.
14.9 SealteQ does not indemnify the Client against impediments which third parties cause to the Client’s enjoyment of the Leased Premises.
14.10 The Client is fully liable for damage, theft and/or deterioration of the Rented, regardless of the cause, during the term of the Agreement.
14.11 Upon termination of the Agreement, due to whatever cause, SealteQ shall be authorized to take possession of the Rented Property without any notice of default and/or judicial authorization and, for that purpose, to enter the place where it is located. All costs related thereto shall be at the expense and risk of the Client.
14.12 The rented property shall not be at SealteQ’s risk again until it has been collected or received by SealteQ. SealteQ shall inspect the condition of the rented object upon collection or receipt of the rented object. Any damage, loss and/or contamination found during such inspection shall always be at the expense of the Client.
14.13 Unless otherwise provided for in the Agreement, the Client is responsible for and shall arrange for the obtaining of all permits, licenses and other approvals necessary for the performance of the work with the Leased Premises. . 14.14 SealteQ shall be entitled to inspect the Leased Premises at any time. The Client shall give full cooperation to SealteQ at SealteQ’s request for this purpose.
14.15 Client has the right to cancel the Agreement (to Rent) in writing or electronically prior to the rental period, unless otherwise agreed by Agreement. If the Customer cancels the Agreement (to Rent), he shall owe the following compensation: o if cancelled up to 30 days before the start date of the Rental 15% of the total rental price; o if cancelled up to 14 days before the start date of the Rental 50% of the total rental price; o if cancelled up to 7 days before the start date of the Rental 75% of the total rental price; o if cancelled up to 2 days before the start date of the Rental 90% of the total rental price; o if cancelled within 2 days before the start date of the Rental 100% of the total rental price.
Article 15 – Liability of Principal
15.1 The Client is responsible, inter alia, for the (content, accuracy and suitability of the) designs, drawings, calculations, specifications, data, items and materials provided by or on behalf of it, as well as for the orders, directions and instructions given by or on behalf of it. The Client shall indemnify SealteQ against claims of third parties in respect of the aforementioned information, data and decisions.
15.2 The Client warrants that the movable and immovable property with which, to which and/or on which work is performed by SealteQ or third parties engaged by it is safe and suitable for such work.
15.3 The Client shall be liable for all damage resulting from defects in equipment, items or resources provided or prescribed by it.
15.4 The consequences of compliance with statutory regulations or governmental orders that come into force after the date of the offer shall be borne by the Client.
15.5 All costs and/or damages resulting from circumstances that SealteQ did not reasonably have to take into account when entering into the Agreement shall be borne by the Client.
Article 16 – Liability SealteQ
16.1 SealteQ is not liable for any loss or damage caused by incorrect and/or incomplete information provided by or on behalf of the Client, as well as loss or damage caused by inaccuracies or defects in the designs, images, drawings, sketches, calculations, samples, samples, examples, shapes, machines, tools and (auxiliary) materials provided to SealteQ by or on behalf of the Client.
16.2 SealteQ is not liable for damage caused by improper and/or unauthorized use, overloading and/or inadequate and/or improper maintenance of all items originating from the Client by the Client.
16.3 With the exception of the insurance deductible, in no event shall SealteQ be liable for any event or series of events, loss, cost or damage, which falls or should fall under the coverage of the Client’s insurance(s).
16.4 Without prejudice to the limitations in SealteQ’s liability agreed elsewhere in these General Terms and Conditions, SealteQ’s liability is in all cases limited to compensation only for direct loss in connection with an attributable failure in the performance of an Agreement and to a maximum of the amount paid out by its insurer minus the deductible and – to the extent that its insurer does not proceed to pay out for whatever reason – to the invoice value of that part of the Agreement to which the liability relates up to a maximum of EUR 50,000.
16.5 In its offer, SealteQ has offered the Client the option of insuring the Work, at an additional cost, for direct damage resulting from a design error attributable to SealteQ, by registering the Work with SealteQ’s (continuing) design liability insurance. In the event the Client makes use of this (surcharge) option, SealteQ’s design liability shall be limited in accordance with the provisions of Article 16 of these General Terms and Conditions. In the event that the Client does not avail itself of this option, the Client agrees that SealteQ shall in no event be liable for (direct and/or indirect) damage (suffered by whomever) as a result of a faulty or defective design and the Client shall fully indemnify SealteQ in this respect.
16.6 The Client shall notify SealteQ in writing of its choice regarding the insurance option referred to in the preceding paragraph, at the latest upon acceptance of SealteQ’s offer. In the event that the Client fails to notify SealteQ in time and/or in writing, the Client will be deemed not to wish to avail himself of this (additional) option.
16.7 Any right of action by the Client in connection with design liability shall expire after five years from the date on which the design was approved by the Client. Any action brought after this period shall be inadmissible.
16.8 SealteQ shall not be liable for any form of indirect damage, including but not limited to consequential damage, consisting for example of direct or indirect trading loss, stagnation damage, delay damage, loss of orders and loss of profits. SealteQ shall further not be liable for penalty damages.
16.9 A failure on the part of SealteQ is furthermore only imputable if there is intent or gross negligence on the part of an executive officer of SealteQ
16.10 The Client shall indemnify SealteQ against all claims by third parties, by whatever name, relating to the (performance of the) Agreement by SealteQ.
16.11 The goods delivered by SealteQ comply with the technical requirements, environmental standards and specifications imposed on them by Dutch legislation at the time of the conclusion of the Agreement. SealteQ is not liable for rejected materials and means if such rejection is a consequence of environmental legislation/regulations that have been amended after the Agreement was concluded.
16.12 SealteQ is never liable for any presence and the consequences arising therefrom of substances prohibited by law on or in the delivered goods and raw materials, of which SealteQ was not aware or could/should not have been aware at the time of execution of the Agreement.
16.13 SealteQ shall never be liable for damage arising as a result of poor construction or quality of the goods to be handled.
16.14 SealteQ shall never be liable for damage resulting from work performed or deliveries made by the Client or by third parties on the Client’s instructions.
16.15 Any right of action by the Customer, including for damages or to repair or replace items and/or the delivery of a missing part, shall lapse if the defect, defect, design fault, deficiency or damage is not reported within eight days of discovery and shall in any event lapse one year after performance of the Agreement, unless the Parties have agreed on a different term by Agreement.
Article 17 – Force majeure
17.1 In the event of force majeure on the part of SealteQ, SealteQ shall be entitled – at its option – either to suspend performance of the Agreement for the duration of the force majeure, or to rescind the Agreement in whole or in part, such without judicial intervention and without SealteQ being liable to pay any compensation as a result.
17.2 Force majeure means any circumstance beyond the control of SealteQ – even if it could already have been foreseen at the time of the conclusion of the Agreement – which permanently or temporarily prevents the fulfilment of the Agreement or makes it difficult, as well as, insofar as not already included therein, war, flooding, epidemics, scarcity of materials, equipment, work materials, absence of supplies necessary for SealteQ (such as raw materials, goods, water and electricity), revocation of permits, lack of manpower and/or personnel, strikes, unworkable days as a result of (extreme) weather conditions (such as high winds) and other similar events and/or serious disruptions in the business of SealteQ or of any of its suppliers and/or subcontractors. This applies regardless of whether the circumstances causing the force majeure occur in the Netherlands or in another country.
17.3 If the force majeure arises while the Agreement has already been partly performed, if the remaining delivery (of the goods and/or services) is delayed by more than three months due to force majeure, the Client is entitled either to keep the part already delivered and to pay the part of the agreed price that is due, or to dissolve the Agreement for the part already delivered, subject to the obligation to return to him/her at his/her expense and risk what has already been delivered, but only if the Client can prove that the part already delivered cannot be used effectively as a result of the delay in the delivery of the remaining part.
17.4 Insofar as SealteQ has already partially complied with its obligations under the Agreement at the time of the occurrence of force majeure or will be able to comply with them and independent value can be attributed to the part already complied with or still to be complied with respectively, SealteQ is entitled to invoice separately the part already complied with or still to be complied with respectively. The client is obliged to pay this invoice as if it were a separate agreement.
Article 18 – Warranty
18.1 Warranties are only agreed between the Parties in writing, so that in the absence of (explicit) written agreement between the Parties on the said warranty(s) – and confirmation thereof on the part of SealteQ – no warranty(s) is (are) provided by SealteQ.
18.2 If SealteQ provides (more far-reaching) guarantee(s) for (the quality of) the Work, material and/or manufacturing defects and/or goods supplied by SealteQ, a successful invocation of such guarantee(s) shall imply exclusively that SealteQ will (at its discretion) repair the defect and/or replace the materials or goods supplied. In the event that repair or replacement – at SealteQ’s discretion and determination – is not expedient, SealteQ will instead pay compensation to the Client. In all cases the amount thereof shall be limited in accordance with the provisions of Article 16 of these General Terms and Conditions.
18.3 In respect of materials, goods and/or products obtained by SealteQ from third parties, SealteQ shall be bound by any guarantee agreed with the Client only if and insofar as it has in turn obtained guarantee(s) in this respect from the third parties concerned.
18.4 Warranty is excluded for defects resulting from normal wear and tear, injudicious use, repair, modification and/or adaptation by Customer, defects to or unsuitability of items originating from or prescribed by Customer and/or defects to or unsuitability of materials or tools used by Customer.
18.5 Any warranty lapses if items delivered to Customer have been (re)sold and/or (re)delivered, mixed with other items, the items have been processed or are (otherwise) no longer identifiable.
18.6 If the Client fails to comply, to comply properly or to comply on time with any obligation arising for him from the Agreement entered into with SealteQ or from a related Agreement, any (claim) right of the Client to invoke the agreed warranty(s) will lapse. 18.7 The Client must in all cases give SealteQ the opportunity to repair any defect.
Article 19 – Termination, suspension and dissolution
19.1 SealteQ shall always have the right to terminate the Agreement without requiring a substantial reason and without SealteQ becoming liable for costs or compensation. Termination by SealteQ must be in writing.
19.2 The Agreement may be terminated by the Client with due observance of a reasonable period of time by means of a written and registered notice addressed to SealteQ, which must state the substantial reason for the termination and the date as of which termination is to be effected, provided that the Client pays to SealteQ as cancellation costs a certain percentage of the agreed price (including turnover tax) in accordance with the arrangement below, or, at SealteQ’s option, reimburses SealteQ for the full costs already incurred and lost profit.
19.3 The cancellation fees are: o for cancellation up to 4 weeks before the scheduled start of the Work 15%; o for cancellation up to 2 weeks before the scheduled start of the Work 30%; o for cancellation up to 1 week before the scheduled start of the Work 45%; o for cancellation less than 1 week before the scheduled start of the Work 60%.
19.4 In the event that the work has already commenced and the Client prematurely terminates or gives notice of termination of the Work, SealteQ will be entitled to the contract sum, increased by the costs it has incurred as a result of the non-completion and reduced by the costs it has saved as a result of the termination. SealteQ will then send the Client an itemized final statement of what the Client owes as a result of the interim termination/ termination. Instead of the foregoing, SealteQ shall be entitled to charge 20% of the value of the non-performed portion of the work.
19.5 If an hourly or daily rate has been agreed, SealteQ shall reasonably determine what is to be regarded as the agreed price for the purposes of this cancellation provision. SealteQ must therefore estimate how many hours or parts of the day would have been charged in the event of non-cancellation of the Agreement.
19.6 The foregoing shall not affect the Client’s obligation to reimburse in full all expenses incurred by SealteQ.
19.7 SealteQ is furthermore entitled, without notice of default and without judicial intervention, either to suspend the execution of the Agreement or to dissolve it in whole or in part, such without being liable for any compensation or guarantee and without prejudice to its further rights, in the following cases: o if the Client fails to comply with any obligation arising for him from the Agreement entered into with SealteQ or any related Agreement; o if there are good grounds for fearing that the Client is not or will not be able to comply with its obligations towards SealteQ; o in the event of bankruptcy, suspension of payments, cessation, liquidation, placement under guardianship or full or partial transfer of the Client’s business, including the transfer of part of its receivables.
19.8 In each of the cases referred to in the preceding paragraph, all SealteQ’s claims against the Client shall be immediately due and payable in full, the Client shall be required to immediately return SealteQ’s property and SealteQ shall be entitled to access and enter the Client’s premises in order to take possession of the property in question. All costs involved and loss suffered by SealteQ as a result shall be borne by the Client.
19.9 Furthermore, SealteQ is authorized to dissolve the Agreement if circumstances arise which are of such a nature that SealteQ can no longer be required by standards of reasonableness and fairness to comply with the Agreement, or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
Article 20 – Intellectual and industrial property
20.1 All (information contained in) offers, quotations, designs, models, tools, images, software, advice, catalogs, photographs, drawings, calculations, software, etc. and the associated industrial and intellectual property rights or rights equivalent thereto become and remain the property of SealteQ, even if the Client has been charged costs for their production. The Client is not permitted to copy these in whole or in part, to make them available to third parties or to make them available for inspection and/or to notify third parties of their contents, unless SealteQ has given its prior written consent.
20.2 If this provision is violated, the Client shall owe SealteQ an immediately payable penalty of €25,000 for each violation. This penalty may be claimed in addition to damages under the law.
20.3 The Client must return the data (items) provided to him as referred to above in paragraph 2 at his first request within the term set by SealteQ. If this is breached, the Client shall owe SealteQ an immediately payable penalty of € 1,000 for each day or part of a day on which the breach continues. This penalty may be claimed in addition to damages under the law.
20.4 SealteQ retains the right to use any knowledge gained from the execution of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.
20.5 The Client guarantees that the information and goods made available to SealteQ do not infringe any written or unwritten intellectual property right of third parties and declares to indemnify SealteQ if it is held liable by third parties in this regard.
20.6 SealteQ in no way guarantees that the items delivered to the Client and/or work performed do not infringe any written or unwritten intellectual property right of third parties.
Article 21 – Personal data
21.2 In performing its obligations under the Agreement, the Client shall comply with all applicable laws and regulations regarding the protection of personal data. The Client is required to treat personal data confidentially in accordance with the General Data Protection Regulation (GDPR) and related laws and regulations. Client does not require SealteQ to provide any data that SealteQ is not permitted to provide under the relevant laws and regulations. The Client is responsible for the further processing of the data provided to it by SealteQ.
21.2 The Client is responsible for ensuring that personal data are provided to SealteQ only if and to the extent that the Client is entitled to do so and has obtained any necessary consent from the persons concerned. The Client will inform a third party of any personal data recorded about him or her and the manner in which, when and for what purpose such data will be processed.
21.3 The Client shall indemnify SealteQ against any claim by its employees or other third parties against SealteQ in connection with a violation by the Client of the provisions of this Article and shall reimburse SealteQ for any costs incurred in connection therewith.
Article 22 – Secrecy
22.1 The Client undertakes to keep confidential all confidential information obtained from SealteQ in the context of the Agreement. Information is deemed to be confidential if SealteQ has informed the Client thereof or if it arises from the nature of the information. Offers, proposals, quotations and the Agreement (as well as prices and rates stated therein) are always confidential in nature. In the event of breach of confidentiality, the Client forfeits an immediately payable penalty of € 25,000 per event, without prejudice to SealteQ’s other rights under the Agreement and the General Terms and Conditions, including the right to claim (additional) compensation.
22.2 SealteQ has the right to use the Client’s name as a reference and disclose it as such.
Article 23 – Retention of title
23.1 All goods delivered by SealteQ remain the property of SealteQ until the moment of full payment of all that SealteQ can claim under the Agreement(s) concluded with the Client. This includes interest and costs and claims due to failure of the Client to comply with such Agreement(s). Furthermore, ownership shall not be transferred to the Client until the latter has paid all SealteQ’s claims in full, also on account of other deliveries. The Principal shall not be permitted to invoke a right of retention in respect of the safekeeping costs or to set off such costs against any performance owed by it.
23.2 The Client undertakes to keep the items delivered and/or made available separately and clearly mark them as the property of SealteQ, and in the event that the Client fails to comply with this obligation, it will be presumed that the items present at the Client’s premises of the kind as made available or delivered by SealteQ belong to SealteQ
23.3 The Client shall not be entitled to alienate, hire out to third parties, give in use, pledge or otherwise encumber for the benefit of third parties, in whole or in part, the goods subject to retention of title other than in the ordinary course of its business.
23.4 If the aforementioned provision is violated, the price owed, regardless of the terms of payment, shall be immediately due and payable in full. In case of permissible resale, the Client assigns to SealteQ already at the conclusion of the Agreement all rights arising from the resale to collect the purchase price. In the event of incorporation into other goods, the Client shall be obliged at SealteQ’s first request to establish a lien on such other goods in favor of SealteQ. 23.5 Without prejudice to any other rights to which it is entitled, SealteQ is irrevocably authorized by the Client, if the Client fails to comply with its obligations towards SealteQ, to enter the Client’s premises without any notice of default or judicial intervention and to repossess the goods delivered by it and belonging to it.
23.6 In case of attachment, (provisional) suspension of payment or bankruptcy, the Client is obliged to immediately inform the attaching bailiff, administrator or receiver of SealteQ’s (property) rights.
Article 24 – Applicable law and disputes
24.1 All legal relationships between SealteQ and the Client are governed by Dutch law. The applicability of the Vienna Sales Convention and foreign laws is expressly excluded.
24.2 The Dutch text of the General Conditions is always decisive for its interpretation.
24.3 All disputes arising from or in connection with the Agreement(s) and/or these General Terms and Conditions are subject to the decision of the competent court in the district of SealteQ’s respective place(s) of business, depending on the company with which the Agreement was concluded. Nevertheless, SealteQ has the right to submit the dispute to the Council of Arbitration in Construction Disputes.
General Terms and Conditions SealteQ Group B.V., SealteQ Noord B.V., SealteQ West B.V., SealteQ Heerenveen B.V., SealteQ Ivacon B.V., Waterproofing SLS B.V., SealteQ Oost B.V., Bovitec Bouwchemie B.V., Waprof Hoensbroek B.V., Balm B.V. dated October 10, 2025.
Download the Terms and Conditions here