Algemene voorwaarden

1. General

  1. Any offer, order or agreement by or with Comgen Solutions B.V. (hereinafter referred to as “Comgen Solutions”) shall be subject to the following terms and conditions, unless Comgen Solutions has expressly stated otherwise in writing;
  2.  General terms and conditions of the client or third parties are not binding and do not apply to Comgen Solutions.

2. Offers and acceptance

  1. a. All offers and quotations made by or on behalf of Comgen Solutions are without obligation;
  2. b. An offer made by Comgen Solutions is valid for 14 days;
  3. c. Binding agreements only come into being through written confirmation of the order by Comgen Solutions.

3. Prices

  1. a. All agreed prices are exclusive of VAT, unless otherwise stated;
  2. b. In case of delivery of products and services of third parties Comgen Solutions reserves the right, if in the period between date of order and date of delivery an increase in cost price occurs for Comgen Solutions, e.g. due to increase in production costs or import duties, to pass this increase on to the client;
  3. c. In case of delivery of services Comgen Solutions reserves the right to change the rates. These changes shall be announced to the client no later than two months before they take effect. Client shall be entitled to terminate the agreement by the effective date of the change.

4. Delivery and delivery time

  1. a. Delivery of goods shall be made to the address given by Client. Transport to the destination will take place at the client's expense and risk, unless otherwise agreed;
  2. b. Placement of an Internet site will take place as soon as possible after written order, registration of a domain and delivery of data and promotional material, or at a later time to be agreed;
  3. c. The delivery time will always be given as accurately as possible. Exceeding this - other than deliberately - shall not give the right to compensation, cancellation of the order or a right to refuse goods upon receipt.

5. Duration, decommissioning and termination

  1. a. An agreement is entered into for an indefinite period with a minimum term of 12 months, unless otherwise agreed;
  2. b. Comgen Solutions has the right to (temporarily) take delivered products and services out of use and/or limit their use if the client fails to meet any obligation towards Comgen Solutions with respect to the agreement or acts in conflict with these general conditions. Comgen Solutions shall notify the client in advance. The obligation to pay the amounts due shall continue to exist during the decommissioning; 
  3. c. In the event of decommissioning, the client will be reinstated if he has fulfilled his obligations within a period set by Comgen Solutions and has paid a set amount for reinstatement;
  4. d. An agreement, if provided for, can only be terminated in writing at the end of a calendar month and after the minimum duration has expired, taking into account a notice period of 2 months;
  5. e. Comgen Solutions may terminate the agreement with immediate effect if client fails to meet one or more of its obligations to Comgen Solutions properly or completely, or acts in violation thereof;
  6. f. Comgen Solutions has the right to terminate the agreement with immediate effect without notice of default or judicial intervention if - Client is declared bankrupt, has applied for or obtained suspension of payment or has otherwise lost free management of his assets;

        - client does not comply with the Acceptable Use Policies (AUPs) for the use of the Internet;

        - Client distributes information that is in violation of national and international laws and regulations;

        - the Client distributes information that is contrary to generally accepted standards and values and is contrary to public decency;

        - client distributes information which is discriminatory in respect of appearance, race, religion, sex, culture, origin or can otherwise be called offensive.


6. Advertising

  1. a. Client shall complain in writing about defects within 14 days after delivery, failing which any claim against Comgen Solutions shall lapse;
  2. b. If the complaint is justified, the delivered products or services will be adjusted, replaced or compensated after consultation; c. complaints do not suspend the client's obligations.

7. Payment

  1. a. Unless otherwise agreed, payment must be made within 30 days of the invoice date;
  2. b. Any complaints or (temporary) decommissioning shall not suspend the payment obligation;
  3. c. If the term of payment is exceeded, the client shall owe the statutory default interest and collection costs, both judicial and extrajudicial, without further summons or notice of default. Extrajudicial collection costs shall be deemed to be 10% of the sale price;
  4. d. If delivery in parts on different dates is agreed upon, Comgen Solutions shall be entitled to suspend its obligation to deliver for as long as the client remains in default of payment.

8. Intellectual property rights

  1. a. The products manufactured by Comgen Solutions remain the intellectual property of Comgen Solutions;
  2. b. The client is allowed to download and use the software on the Comgen Solutions site, on which no (intellectual) property rights rest or are explicitly not exercised (so-called Freeware);
  3. c. Client shall respect the intellectual property rights relating to protected software and / or other works of third parties (including so-called Shareware) and indemnifies Comgen Solutions in this regard of any claim.

9. Retention of title

  1. a. The license to use the delivered products is only transferred upon general payment of the amounts due by the client to Comgen Solutions. The client is therefore not allowed, as long as the products are not yet paid, to alienate, pledge or otherwise encumber the license, or in any way dispose of it, unless he, as a reseller, runs a business which aims to sell products as delivered by Comgen Solutions, in which case the client is entitled to sell.

10. Warranty

  1. a. If not otherwise agreed Comgen Solutions commits for three (3) months after delivery, in case of defects in (parts of) the delivered products, to replace or repair them, at Comgen Solutions' discretion, without charging labor or material costs. The products or parts to be repaired or replaced shall - if necessary and applicable - be sent carriage paid to Comgen Solutions;
  2. b. If client so desires, the warranty work can also be performed elsewhere against payment of travel and accommodation expenses, transport costs for testing equipment, etc.;
  3. c. If the customer enters into a maintenance contract as of the delivery date, the aforementioned costs will not be charged even during the warranty period;.
  4. d. Any right to warranty shall be lost if the defect is due to injudicious use of the delivered products or if it appears that repairs have been carried out on the delivered products by third parties.

11. Liability

  1. a. Comgen Solutions depends on the cooperation, services and deliveries of third parties, on which Comgen Solutions has little or no influence. Comgen Solutions can therefore in no way be held liable for any damage whatsoever arising from the relationship with Comgen Solutions or the termination thereof, regardless of whether the damage arises or becomes visible during the relationship with Comgen Solutions;
  2. b. In case of attributable failure to perform the agreement, Comgen Solutions shall only be liable for replacement damages, i.e. compensation of the value of the omitted performance. Any liability of Comgen Solutions for any other form of damages is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damages or damages for lost sales or profits;
  3. c. Client shall indemnify Comgen Solutions for all claims for damages that third parties may assert with respect to damage caused in any way by the unlawful or careless use of Comgen Solutions' products and services delivered to client;
  4. d. Given the large number of nodes on the Internet with human intervention, the use of local networks and wireless communication, it should be taken into account that the information obtained or sent through the Internet is freely accessible. Comgen Solutions can not be held liable for damages in any form caused by sending confidential or secret information. Comgen Solutions is not liable for security or misuse by third parties of the data stored;
  5. e. Comgen Solutions shall not be responsible or liable for the content of promotional materials provided by Client;
  6. f. Client shall be liable for any damage Comgen Solutions may suffer as a result of a failure attributable to client in the performance of its obligations under the agreement and these terms and conditions;
  7. g. Client shall notify Comgen Solutions immediately in writing of any changes in client's details. If client fails to do so, client shall be liable for any damages suffered by Comgen Solutions as a result.

12. Force Majeure

  1. a. Comgen Solutions has the right, if during execution of the agreement circumstances arise that cause force majeure, to terminate the agreement, or to suspend the delivery period;
  2. b. Force majeure with respect to the agreement shall mean all that is understood in law and jurisprudence;

13. Transfer of rights and obligations

  1. a. Client is not entitled to transfer its rights or obligations under an agreement to third parties without prior written consent of Comgen Solutions;

14. Modification of delivery and sales conditions

  1. a. Comgen Solutions reserves the right to amend or supplement these terms and conditions;
  2. b. Amendments shall also apply to agreements already concluded subject to a period of 2 months after written notification of the amendment;
  3. c. If Client does not wish to accept a change in these terms and conditions, Client shall be entitled to terminate the agreement by the date the change takes effect.

15. Jurisdiction

  1. a. Dutch law applies to all agreements to which these terms and conditions are declared applicable;
  2. b. All disputes arising from or related to the agreement shall be submitted for settlement exclusively to the competent court within the district of Rotterdam;
  3. c. If by court order one or more articles of these conditions are declared invalid, the other provisions of these general conditions shall remain in full force and Comgen Solutions and the client shall consult to agree new provisions to replace the invalid or voided provisions, as much as possible the purpose and intent of the invalid or voided provisions are observed.