Article 1 Applicability
1.1 These terms and conditions apply to all quotations, agreements, execution of orders and deliveries from Centillien.
1.2 Deviations from these conditions are only valid if confirmed in writing by Centillien.
1.3 All quotations issued by Centillien and the prices and conditions stated therein are without obligation.
1.4 Orders are only binding if they have been confirmed in writing by Centillien.
Article 2 Pricing
2.1 All prices are exclusive of VAT.
2.2 If a fixed price is agreed, this may be deviated from if the information on which this price is based is incorrect or incomplete. In that case, the price is calculated on the basis of subsequent calculation of hours and materials.
2.3 All prices in quotations, price lists, brochures and offers are subject to change.
Article 3 Delivery
3.1 If an agreed delivery time proves not to be feasible for whatever reason, the client will be informed of this and an attempt will be made to agree on a new reasonable term.
3.2 Proof of delivery of the service in accordance with the agreements is a delivery note signed for approval, or a form in which the hours worked are described.
3.3 If payments are outstanding for which the term has already expired, it may be refused to accept new orders or orders already agreed upon may be suspended until the payment obligation has been met.
Article 4 Software assurance
4.1 Centillien provides standard 3 months software assurance on delivered software. This means that if the software does not do what has been agreed upon in the underlying agreement, we will repair it free of charge.
4.2 Excluded from the warranty given in clause 4.1 are problems caused by conflicts with existing software or incorrectly configured infrastructure. Centillien uses its own test/development environment in which software and errors can be tested. Research costs will be charged if errors are reported that are not caused by our software.
Article 5 Intellectual property
5.1 Unless otherwise agreed, all software in the context of an order or test installation remains at all times owned by Centillien B.V. regardless of whether it has been made available to the client or to third parties.
5.2 When a client fully meets his (payment) obligations, he obtains the agreed software available under license for its use. The client is not permitted to modify the software made available without the written permission of Centillien B.V.
Article 6 Complaints / Liability
6.1 Complaints about the services provided must be reported by registered letter within eight days of delivery. Centillien must then be given the opportunity to remedy the complaint and / or limit the damage within a reasonable period of time. If the client fails to do so or does not cooperate, the right to compensation will lapse.
6.2 In the event of damage that is clearly demonstrably caused by the work that Centillien has carried out, the client may receive compensation for this.
6.3 Only direct damage to equipment and / or software will be compensated.
Article 7 Force majeure
7.1 Force majeure will be all circumstances that could not have been foreseen by Centillien or that could not be exercised by Centillien.
7.2 In the event of force majeure there is no right to compensation and agreed delivery times can be postponed without the client having the right to cancel.
Article 8 Payment
8.1 Payment must be made at once within 14 days after the invoice date. If this is not the case, the invoice amount may be increased with interest and administration costs. In addition, all costs that must be made to collect the invoice are at the expense of the client.
8.2 Compensation for any claim alleged by the client is excluded.
8.3 A difference of opinion about the amount to be claimed must be reported in writing immediately after receipt of the invoice. Failing this, it is deemed that no dispute exists.
Article 9 Dissolution
9.1 Agreements between the parties can be dissolved without judicial intervention if one of the parties loses the power to dispose of its assets, such as in the case of seizure, an application for suspension of payments, or a bankruptcy application.
Article 10 Nullity
10.1 If at any time one or more articles in these general terms are wholly or partially invalid or should be annulled, the other articles of these general terms will remain fully applicable. The Contractor and the Client will enter into consultation in order to agree on new articles to replace the void or voided articles, taking into account as much as possible the purpose and intent of the original articles.
Article 11 Disputes
11.1 All disputes that may arise as a result of the agreement that the parties enter into will be submitted exclusively to the district court in ‘s Hertogenbosch in the Netherlands, without prejudice to the right of appeal.
Article 12 Changes
12.1 These terms and conditions can be unilaterally adjusted by Centillien B.V. and will be republished on this website and re-deposited.
Article 13 Registration
13.1 These terms and conditions have been filed with the Dutch Chamber of Commerce under number 17271288 and can be cited as general terms and conditions or just terms.