GENERAL TERMS AND CONDITIONS TESTPACK

 

1          Scope and definitions

1.1       These General Terms and Conditions apply to TESTPACK's services to the Customer.  

1.2       For the purposes of the General Terms and Conditions, the following are defined as follows:

  I.        "General Terms and Conditions" means these TESTPACK General Terms and Conditions;

 II.        "Service"/"Services" means the service as described in the quotation and delivery reference;

III.        "the Customer" means the entity/company placing an order with the TESTPACK;

IV.        "TESTPACK" means TESTPACK, limited liability company under Belgian law with its registered office at 2820 Bonheiden, Meiboomstraat 3C and registered in the Crossroads Bank for Enterprises under the number 0769.313.136, RPR Antwerp, Mechelen division, www.testpack.be;

 V.        "Test Material" means products, materials, prototypes, etc. that the Customer provides to TESTPACK for testing under the Services.

VI.        "Party": TESTPACK or the Customer, collectively referred to as the "Parties".

1.3       Any deviation from these General Terms and Conditions is only enforceable against TESTPACK in case of explicit prior written agreement by TESTPACK on the matter.

1.4       By placing an order, the Customer acknowledges having read these General Terms and Conditions and expressly agrees to them.

1.5       The general and special conditions stated on the Customer's documents are not opposable to the TESTPACK and are excluded.

1.6       TESTPACK offers its Services only to persons acting in a purely professional capacity.

 

2          Order

2.1       An order can only be placed via the TESTPACK website.

2.2       Upon receipt of the order, TESTPACK will prepare an offer specifying the Services and modalities. After approval of the quotation, the Customer receives a delivery reference.

2.3       TESTPACK shall be bound only upon issue of a delivery reference to the Customer.

 

3          Services

3.1       The Customer shall make the Testing Materials available to TESTPACK in a timely manner at the agreed location. If Services are to be performed at a specific location, the Customer shall ensure that these locations are in such condition that TESTPACK can perform its Services without delay and hindrance.

3.2       The Customer acknowledges that testing Test Material may cause the Test Material to become damaged. This is inherent in the Services. TESTPACK bears no responsibility for such damage.

3.3       When required in the context of the Services and when applicable, TESTPACK will prepare and deliver a report and/or, if applicable, a certificate to the Customer after the performance of the Services containing the audit and/or test results (in respect of the Test Material).

3.4       TESTPACK bears no responsibility for the conformity of the Test Material with any particular standard or norm.

3.5       TESTPACK may refuse or suspend the provision of Services if TESTPACK considers that doing so would be contrary to applicable law or would pose safety risks to the performers of the tests.

3.6       Delivery, execution design or other deadlines related to the provision of the Services by TESTPACK are always indicative.

 

4          Liability 

4.1       TESTPACK's liability is (a) at all times limited to the amount of the amounts invoiced to the Customer and (b) relates only to the direct damage proven by the Customer.

4.2       TESTACK will never be liable for indirect damage, including consequential damage, lost profit, missed savings or damage due to business stagnation.

4.3       TESTPACK will not be liable for damage, of whatever nature, resulting from incorrect and/or incomplete data or information provided by the customer, nor for damage that would result from a use by the customer of the materials that would not be in accordance with the applicable standards.

4.4       Nothing in these General Terms and Conditions shall be construed as an exemption from liability of the Parties for gross negligence or wilful misconduct or intent of appointees, or other cases for which no exclusion is legally possible.

 

5          Prices

5.1       Prices and applicable rates are included in the quotation.

5.2       Costs (e.g. for collection or delivery of Test Material), excise duties and any other taxes shall be borne by the Customer as agreed in the quotation or shown on the invoice.

5.3       TESTPACK reserves the right to change the price stated in the offer for valid and objective reasons communicated in writing to the Customer along with the notification of the price change, such as, but not limited to, an increase in energy prices, a new tax, duties or the increase in the prices of its own suppliers.

5.4       If this price change exceeds 15%, the Customer has the right to cancel his order. Such cancellation is only valid if it is made within 5 days of the notification of the price change.

 

6          Complaints and warranty

6.1       TESTPACK guarantees that the Services are provided in conformity with the applicable standards and the relevant legal and regulatory provisions and technical regulations.

6.2       The Customer is responsible for using its products in accordance with the applicable standards and for being aware of the content of these standards. Any use contrary to these standards shall be the sole responsibility of the Customer.

6.3       TESTPACK guarantees to the Customer that the Services will be provided by properly qualified and trained personnel, with due care and attention, and at a level of quality as the Customer may reasonably expect under all circumstances.

6.4       Any complaints in connection with delivery of the Services must be communicated to TESTPACK by motivated and registered letter within 14 days after execution. Failing this, each Service will be deemed to have been accepted by the Customer.

6.5       Filing complaints does not entitle the Customer to suspend his payment for the Services provided.

6.6       In case TESTPACK acknowledges the merits of a submitted complaint, it will initially only be obliged to redeliver the disputed Services. In subordinate order, if it does not consider it appropriate, it will provide financial compensation, within the limits of Article 4 "Liability" .

 

7          Cancellation

7.1       Any cancellation of an order by the customer must be done in writing and is only valid after acceptance by TESTPACK. In case of cancellation, TESTPACK will be entitled to invoice the costs incurred for the order in full, and at least a lump-sum compensation of 20% of the order price will be due.

7.2       TESTPACK is always entitled to cancel an order free of charge within 10 working days from the delivery of the delivery reference, in case of unforeseeable circumstances in accordance with article 12, including but not limited to in case of disruption in the testing process. This by means of a letter addressed to the Customer.

 

8          Payment terms

8.1       All invoices are payable on the due date or, failing this, within 30 calendar days of the invoice date to the account number stated on the invoice, unless otherwise stipulated.

8.2       In case of non-payment on the due date, a conventional interest of 12% and a fixed compensation per invoice of 15% with a minimum of 125 Euro per invoice will be due, by operation of law and without a reminder or notice of default.

8.3       The non-payment on the due date of one invoice makes the balance of the other, even non-matured invoices, immediately payable by right. An agreement on any other method of payment shall not entail a novation and shall not affect the provisions contained in these General Terms and Conditions.

8.4       Objections to the amount of the invoice do not suspend payment obligations.

8.5       In the event of non-payment, TESTPACK will be entitled, without prior notice of default and without judicial intervention, to suspend the Services in whole or in part, without prejudice to its right to compensation for damage suffered by it.

8.6       Contestation of the invoice must be notified to TESTPACK by registered letter within 14 days of the invoice being sent. Failing this, the invoice is deemed to be definitively and irrevocably accepted.

8.7       TESTPACK reserves the right to demand securities (including advance payments) at all times to guarantee the proper execution of the customer's commitments. TESPTACK is entitled to suspend the further execution of the Services as long as such securities have not been given or paid. In the latter case, TESTPACK will also be entitled, without prejudice to article 7, to cancel the Services by operation of law and without notice of default.

8.8       In the event of instalment or partial payment, the payments made by the Customer shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest.

 

9          Confidentiality and data protection

9.1       TESTPACK and the Customer shall treat as confidential all information and data - including but not limited to instructions for use, plans, drawings, test and audit results and calculations - that comes to their knowledge in the context of their business relationship and is characterised as confidential or must be deemed to be confidential due to the circumstances of its disclosure and - unless necessary for achieving the objective of the Services to be provided or unless based on mandatory applicable law - not to store such information nor to pass it on to third parties or make further use of it in any other way.

9.2       Affected employees and third parties should comply with this obligation accordingly.

9.3       These confidentiality obligations end three years after the provision of the Services.

9.4       When TESTPACK acts as a data controller with respect to personal data of its Customers, it processes them in accordance with its privacy policy. This privacy policy can be found on the TESTPACK website.

 

10        Force majeure and unforeseeable circumstances

10.1     All cases of force majeure traditionally recognised as such by Belgian jurisprudence, including but not limited to natural or other disasters such as epidemics and pandemics, nuclear accidents, fires, floods, earthquakes, wars, riots, sabotage or revolutions, which prevent TESTPACK from fulfilling its contractual obligations, shall entitle the Customer to suspend its contractual obligations for as long as the force majeure persists, or shall entitle either Party to cancel the order if the force majeure persists for more than 60 days. The Parties acknowledge that a payment obligation cannot be suspended for reasons of force majeure.

10.2     In case of unforeseeable circumstances for which a Party is not responsible, which encumber or complicate the fulfilment of its obligations and/or which lead to an unavoidable change in the contractual situation, such that the fulfilment of its obligations becomes unfair, the Parties undertake to renegotiate the terms in order to agree the necessary equitable adjustments within 30 days.

10.3     This article is without prejudice to the rights of the Parties in accordance with Article 7 "Cancellation".

 

11        Miscellaneous provisions

11.1     For all disputes, only the Courts of the district of Antwerp, Mechelen division are competent and only Belgian law is applicable, with the explicit exclusion of the 1974 Statute of Limitations and the 1980 Statute of Limitations of the United Nations. In addition, TESTPACK is entitled to submit the dispute to the judge competent on the basis of the general judicial regulations.

11.2     If any provision or part thereof is unenforceable, it shall, to the extent required, be deemed not to be part of the General Terms and Conditions and the unenforceability shall not affect the validity of the remaining provisions of the General Terms and Conditions which shall remain in full force and effect. Any invalid provision shall be reinterpreted or amended in such a way that the intended economic purpose can be achieved.