General terms and Conditions

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

  1. DropsaVET Netherlands (hereinafter referred to as DropsaVET): the company as defined in Article 2 of these general terms and conditions.
  2. Counterparty: the customer/client with whom DropsaVET has entered into an Agreement and/or who is negotiating with DropsaVET regarding an Agreement.
  3. Agreement: any agreement or assignment between DropsaVET and the Counterparty for the provision of Services and/or delivery of Products by DropsaVET to the Counterparty.
  4. Party/Parties: the Counterparty and DropsaVET together or each as an individual contractual party.
  5. Written/Writing: communication via email or postal service.
  6. Third Party/Parties: other natural or legal persons not part of this Agreement.
  7. Service(s): services offered by DropsaVET, including but not limited to installation, service, maintenance, and assembly of Products.
  8. Product(s): products offered by DropsaVET, including but not limited to automatic lubrication systems, extinguishing systems, related components, and associated products.
  9. Ongoing Agreement: an Agreement under which the Parties are mutually obligated to perform recurring or continuous services over a specified or unspecified period.

Article 2. Identity of DropsaVET

Company name: DropsaVET Netherlands

Address: Laan van Omniversum 20

Postal code and city: 7324 BM Apeldoorn

Chamber of Commerce number: 52780600

Article 3. General Provisions

These general terms and conditions apply to all offers and (legal) acts of DropsaVET and to all Agreements established between DropsaVET and the Counterparty.

If the Agreement is concluded electronically, these terms and conditions may be made available electronically before the Agreement is concluded, deviating from the previous clause.

Unless explicitly agreed otherwise in Writing, the applicability of other (general) terms and conditions is excluded.

Deviations or additions to these terms are only valid if explicitly agreed in Writing.

DropsaVET’s failure to enforce strict compliance with these terms does not imply their inapplicability or a waiver of the right to enforce them in the future.

If any provision of these terms is deemed unreasonable, invalid, or unenforceable, it will be replaced with a provision that closely reflects the intent of the original provision.

DropsaVET cannot guarantee that the Counterparty’s desired results will always be achieved through the performed services. The accepted assignment constitutes a best-effort obligation, not a result-oriented obligation.

DropsaVET reserves the right to engage Third Parties in executing the Agreement.

The applicability of Articles 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code is excluded.

Article 4. The Offer

If an offer has a limited validity period or is subject to specific conditions, this will be explicitly stated in the offer.

A quote or offer from DropsaVET is considered non-binding unless explicitly stated otherwise in Writing. DropsaVET can revoke a non-binding offer even after acceptance.

The offer includes a complete and accurate description of the Products and/or Services provided, allowing the Counterparty to make an informed decision. Apparent errors, such as incorrect amounts, do not bind DropsaVET.

Article 5. The Agreement

The Agreement is established upon acceptance of the offer by the Counterparty and compliance with any applicable conditions.

If DropsaVET performs any service at the Counterparty’s request before an Agreement is formally established, DropsaVET is entitled to payment at prevailing rates unless explicitly agreed otherwise in Writing.

If a provision of these terms or the Agreement is nullified, the validity of the remaining provisions remains unaffected. Parties will negotiate a replacement provision that aligns with the original intent.

DropsaVET reserves the right to refuse execution of an Agreement if it has reasonable doubts about the Counterparty’s financial ability to fulfill obligations. Any refusal will be communicated in Writing within a reasonable period.

The Counterparty’s right to suspension or offsetting is excluded if the Counterparty operates in the exercise of a profession or business. DropsaVET retains such rights.

Article 6. Obligations of the Counterparty

The Counterparty is responsible for:

  • Providing all necessary data, documents, and information needed for the execution of the Agreement.
  • Notifying DropsaVET of any special tools required for product delivery or installation.
  • Being present at scheduled appointments.
  • Informing DropsaVET of any relevant facts or circumstances affecting the execution of the Agreement.

Failure to comply may result in termination of the Agreement and liability for costs incurred.

Article 7. Installation

The Counterparty must:

  • Ensure all necessary facilities, permits, and a suitable installation location.
  • Allow DropsaVET’s personnel to perform their tasks without undue delay or interference.
  • Bear travel and potential extra costs for non-standard circumstances or hours.

 

Article 8. Termination and Cancellation

DropsaVET can terminate the Agreement if the Counterparty fails to meet its obligations, becomes insolvent, or liquidates its business.

Written notice is required for cancellation. Different notice periods apply depending on the duration of the Agreement.

Article 9. Extension of the Agreement

After an Agreement for a fixed term ends, it converts to an indefinite term. A two-month notice period applies for termination.

Article 10. Liability

DropsaVET is not liable for indirect or direct damages, except in cases of intent or deliberate recklessness.

In the event of liability, it is limited to direct damage, and the maximum compensation shall not exceed the agreed fee for the specific Agreement (excluding VAT).

Direct damages are defined as:

  • Reasonable costs for conforming the performance to the Agreement.
  • Costs to determine the cause and extent of the damage.
  • Costs to prevent or limit further damages.
  • Compensation will never exceed the amount paid by DropsaVET’s liability insurance.

The Counterparty indemnifies DropsaVET against claims from Third Parties arising from the execution of the Agreement.

Claims for damages must be reported to DropsaVET in Writing as soon as possible. All claims expire 12 months after they arise.

Article 11. Force Majeure

DropsaVET is not liable for failures resulting from circumstances beyond its control, such as supplier defaults, power outages, pandemics, extreme weather, or government actions.

In case of force majeure lasting more than 30 days, both Parties may terminate the Agreement in Writing without obligation to compensate damages.

DropsaVET is entitled to payment for services rendered up to the termination due to force majeure.

Article 12. Product Warranty

DropsaVET guarantees that its Products meet the Agreement, specifications, usability standards, and relevant legal requirements.

The warranty period for Products is 3 years:

  • Year 1: Parts and labor included.
  • Years 2 and 3: Parts only.
  • The warranty is valid if:
  • Seals on the reservoir remain intact.
  • The product has not been disassembled or damaged.
  • Proper lubricants and usage guidelines are followed.

Warranty claims must be reported promptly in Writing with detailed descriptions and supporting documentation.

Article 13. Service Warranty

DropsaVET ensures that its Services meet the agreed specifications, usability, and relevant legal requirements.

The warranty for Services is 12 months.

If a Service is deemed defective, DropsaVET will either:

  • Reperform the Service.
  • Correct the result.
  • Deduct an appropriate portion of the fee.

The warranty is void if:

  • The Counterparty modifies or fails to maintain the service output.
  • Government regulations impact the materials or services.

Article 14. Fees and Pricing

All amounts are in euros, excluding VAT and government-imposed levies unless otherwise agreed.

DropsaVET may adjust prices for inflation annually.

Changes in costs outside DropsaVET’s control, such as taxes or duties, can be passed on up to 20% of the original amount.

Increases beyond 20% grant the Counterparty the right to terminate the Agreement.

Article 15. Payment and Invoicing

Payments are due within 30 days of the invoice date unless agreed otherwise in Writing.

Late payments incur legal interest and additional collection costs.

Payments are applied first to outstanding interest and costs, then to the oldest invoices.

DropsaVET may require advance payments or guarantees if financial risks are identified.

Article 16. Delivery

The delivery address is as provided by the Counterparty.

Delivery timelines are indicative and not binding.

Risk of damage or loss transfers to the Counterparty upon departure from DropsaVET’s premises.

Article 17. Complaints

Complaints about performance must be submitted within two months of discovery, or 48 hours for visible defects upon delivery.

The Counterparty must allow 4 weeks to resolve complaints before pursuing further action.

Article 18. Transfer of Rights

Rights and obligations under this Agreement cannot be transferred to Third Parties without prior Written consent from DropsaVET.

Article 19. Retention of Title

Products remain DropsaVET’s property until all obligations under the Agreement are fulfilled.

The Counterparty must safeguard and not encumber such Products.

Article 20. Additional Work

Any services outside the scope of the Agreement will be billed at DropsaVET’s standard rates.

Article 21. Intellectual Property

All intellectual property rights related to the Agreement rest with DropsaVET.

Materials provided by DropsaVET are for the Counterparty’s exclusive use and cannot be reproduced or shared without prior consent.

Article 22. Confidentiality

The Counterparty must maintain confidentiality regarding all information obtained from DropsaVET.

Breach of confidentiality results in a €20,000 fine per incident, without prejudice to DropsaVET’s right to claim additional damages.

Article 23. Employee Clause

The Counterparty may not hire DropsaVET employees for one year following the Agreement without prior Written consent.

Article 24. Alternative Dispute Resolution

Parties may opt for alternative dispute resolution instead of legal proceedings.

Article 25. Governing Law

Dutch law exclusively governs the Agreement.

Disputes will be settled by the competent court in DropsaVET’s jurisdiction.

Article 26. Survival

Provisions intended to remain in effect after termination of the Agreement shall survive.

Article 27. Amendments

DropsaVET reserves the right to amend these terms unilaterally, providing at least 30 days’ notice before changes take effect.