Terms & Conditions
General Terms and Conditions – ISO Specialist, KAM Consultants International B.V.
Article 1: Applicability
- The user of these general terms and conditions is KAM Consultants International B.V. (Trade name: ISO Specialist), with its registered office at Westhoven 10 in Roermond, the Netherlands, registered in the trade register under number 84853964, hereinafter referred to as: “the Contractor.”
- These general terms and conditions apply to all offers, quotations, agreements, and/or legal relationships entered into by the Contractor within the framework of executing work with another party and/or client.
- Amendments to these terms and conditions must be explicitly confirmed in writing by the Contractor.
- For the purposes of these terms and conditions, “Other Party” or “Client” means: any natural person or legal entity who has placed an order, entered into an agreement, or wishes to enter into an agreement with the Contractor, as well as such party’s representative(s), agent(s), assignee(s), and heirs.
- The applicability of any general terms and conditions of the Client is excluded.
- If a situation arises between the parties that is not provided for in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
Article 2: Quotations
- Quotations are free of obligation and valid for 3 months. Prices are exclusive of VAT and other government levies.
- The Contractor cannot be held to its offers or quotations if the Client can reasonably understand that they contain an obvious mistake or writing error.
- Quotations clearly describe the work to be carried out. By accepting the quotation and entering into an agreement, the Client confirms that the work is described in full.
Article 3: Confirmation, Duration, and Commencement
- An agreement with the Contractor is concluded only when the Contractor has confirmed in writing the Client’s consent to the offer. This agreement is deemed to reflect the agreement correctly and completely.
- Any subsequent supplementary agreements or amendments shall only be binding if confirmed in writing by the Contractor.
- If the Client agrees to the commencement of work without written confirmation, the content of the quotation shall be deemed agreed upon.
- The duration of the agreement is stated in the quotation. If not mentioned, the agreement is considered indefinite or based on a fixed rate for a specific result.
- A fixed-term agreement cannot be terminated prematurely if the Client is engaged in a profession or business.
- A deadline for execution or delivery is never considered absolute. The Contractor must inform the Client of any delays.
Article 4: Implementation, Amendment, and Price Increase
- The Contractor shall perform the agreement to the best of its knowledge and ability.
- The Contractor has the right to outsource certain work to third parties.
- The Client must provide all necessary information in a timely manner. Failure to do so may result in suspension of work or additional costs.
- If amendments to the agreement are necessary, both parties will consult to make adjustments.
- Amendments may affect pricing and execution time. The Client accepts this possibility.
- If amendments lead to extra costs, the Contractor will provide a price quotation.
- The Contractor may refuse an amendment request if it impacts the quality or feasibility of work.
- The Contractor may increase fees annually for indefinite-term agreements, notifying the Client 2 months in advance.
- If the price increase exceeds the legally applicable inflation rate, the Client may dissolve the agreement within 1 month without extra costs.
Article 5: Suspension, Termination, and Early Termination
- The Contractor may suspend work or terminate the agreement if the Client fails to meet obligations.
- If circumstances arise that prevent continuation, the Contractor may terminate the agreement.
- If the agreement is terminated, all outstanding payments become immediately due.
- The Contractor is not liable for damages due to suspension or termination.
- If the termination is due to the Client’s fault, the Contractor may claim damages.
- In cases of liquidation, bankruptcy, or asset seizure, the Contractor may immediately terminate the agreement without liability.
Article 6: Force Majeure
- If the Contractor cannot fulfill its obligations due to force majeure, those obligations are suspended without liability.
- If force majeure continues beyond 30 days, the Client may terminate the agreement in writing.
Article 7: Payment and Collection Costs
- Payment must be made within 14 days after the invoice date, unless stated otherwise.
- Late payments will incur statutory interest from the due date.
- All costs of judicial or extrajudicial collection will be borne by the Client, with a minimum of 15% of the claim amount.
Article 8: Retention of Title
- The Contractor retains all intellectual property rights and know-how used in executing the agreement.
- The Client may not reproduce, disclose, or exploit the Contractor’s intellectual property without prior written consent.
Article 9: Complaints, Claims, and Liability
- Complaints must be submitted in writing within 7 days of receiving the invoice or discovering the defect.
- Complaints do not suspend the Client’s payment obligations.
- The Contractor’s liability is limited to twice the invoice value of the order.
- The Contractor is only liable for direct damages and is never liable for indirect damages such as lost profits.
- If the Client does not implement the Contractor’s recommendations, the Contractor cannot be held liable for certification failure.
- These liability limitations do not apply in cases of intent or gross negligence.
Article 10: Indemnification, Intellectual Property, and Dispute Resolution
- The Client indemnifies the Contractor against third-party claims arising from the agreement.
- The Client must comply with data protection laws, including GDPR. The Contractor is not responsible for data processing compliance.
- The Contractor retains copyright and intellectual property rights over all materials and methods developed.
- The Contractor may use acquired knowledge for other purposes, provided no confidential Client information is disclosed.
- All legal relationships with the Contractor are governed exclusively by Dutch law.
- Disputes will be settled in the court of the Contractor’s place of business unless otherwise required by law.
- Parties will attempt to resolve disputes through mutual consultation before resorting to legal proceedings.
End of Terms and Conditions