Terms and Conditions of PartnerPLC BV

Application of Terms and Conditions

PartnerPLC BV (hereinafter "the Supplier") shall supply, and the Customer shall purchase, the Goods and Services as set forth in the Supplier's quotation, subject to these Terms and Conditions. The resulting Contract shall exclusively adhere to these Terms and Conditions, overriding any other terms stipulated by the Customer.

Definitions and Interpretation

In these Terms and Conditions:

Business Day: Any day other than a Saturday, Sunday, or Dutch public holiday.
Commencement Date: The start date specified in the quotation.
Confidential Information: Information disclosed between the Parties in connection with this Agreement, regardless of format or designation as confidential.
Contract: The agreement for the sale of Goods and provision of Services under these Terms and Conditions.
Contract Price: The price of Goods and Services as per the Contract.
Customer: The individual or entity who accepts the Supplier’s quotation or order for Goods and Services.
Delivery Date: The scheduled date for delivery of Goods as specified in the Customer’s order.
Goods: The items, or parts thereof, to be supplied by the Supplier under these Terms.
Month: A calendar month.
Services: The specific services outlined in the quotation.
Supplier: PartnerPLC BV, registered in Groningen, The Netherlands, inclusive of all employees, agents, and divisions of the company.

Unless otherwise stated:

"Writing" encompasses electronic or faxed communication.
References to statutory provisions include their amendments or re-enactments.
"These Terms and Conditions" includes schedules, subject to updates.
The singular includes the plural, and vice versa, and gendered terms include all genders.

International Customers

If Goods are ordered from outside the Netherlands, import duties and taxes may apply. PartnerPLC BV will endeavor to clarify these on the quotation. The Customer is responsible for import compliance and should consult local customs authorities for further details. Please note, Goods may be inspected at customs, and the Supplier cannot guarantee tamper-free packaging upon arrival.

Basis of Sale and Service

Only written representations from the Supplier are binding. Variations to these Terms require written agreement from both Parties. All Supplier documents are subject to change without notice and do not constitute binding offers unless confirmed by the Supplier through:

written acceptance,
delivery of Goods,
provision of Services, or
issuance of an invoice.

Goods

Orders are accepted only upon written confirmation by the Supplier. Specifications are as outlined in Supplier’s documents unless modified in the Customer’s order and accepted by the Supplier. Visual materials serve as general guidance and are non-binding. Any specification changes required to meet regulatory standards or other applicable requirements are reserved.

Services

Upon the Commencement Date and payment, the Supplier will deliver the Services specified in the quotation with due care and skill, striving to fulfill all contractual obligations.

Price

Prices are those stated in the quotation valid as of order acceptance, unless a different price is agreed in writing. Prices are exclusive of value-added tax and other applicable taxes, which will be additionally charged to the Customer.

Payment

Unless otherwise specified, payment is due upon invoice issuance. Credit terms, if applicable, are subject to creditworthiness. The Supplier may withdraw credit terms if Customer fails to maintain satisfactory payment history.

Delivery and Performance

Goods are delivered to the location specified in the quotation, or, if none is specified, are available for pickup from the Supplier’s premises. Delivery dates are approximate, and Goods may arrive earlier. If the Customer fails to accept delivery, the Supplier may store the Goods at the Customer’s expense.

Non-Delivery of Goods and Services

The Supplier shall not be liable for late delivery unless such delay arises from Supplier’s actions beyond reasonable control. In such cases, the Supplier has no liability for any resulting losses.

Risk and Retention of Title

Risk transfers to the Customer upon Goods leaving the Supplier’s premises or upon notification of readiness for collection. Ownership remains with the Supplier until payment is received in full. Goods held unpaid by the Customer are considered the Supplier's property, and storage must reflect this status.

Assignment

The Supplier may assign the Contract without Customer consent. The Customer requires written consent from the Supplier to assign any part of the Contract.

Defective Goods

Defective Goods must be reported within seven Business Days of delivery. The Supplier, at its discretion, may repair, replace, or refund the defective Goods but shall bear no further liability.

Customer’s Default

If the Customer fails to meet payment obligations, the Supplier may:

cancel orders,
suspend future deliveries, or
charge interest on overdue amounts. Events impacting the Customer’s business solvency entitle the Supplier to immediate cancellation or demand for due payments.

Liability

The Supplier is not liable for indirect or consequential damages, including lost profit. Liability shall not exceed the Contract Price and excludes statutory warranties, where permissible under Dutch law. This does not restrict liability for death or personal injury due to negligence.

Confidentiality

Both Parties agree to keep Confidential Information secure and not disclose it to third parties unless required by law. This clause remains effective beyond Contract termination.

Force Majeure

Neither Party is liable for delays or non-performance due to causes beyond their reasonable control, such as natural disasters, strikes, or governmental action.

Severance

If any provision is deemed unlawful or invalid, it shall be severed, and the remainder of the Terms shall continue in effect.

Law and Jurisdiction

These Terms and Conditions are governed by Dutch law. All disputes arising from the Contract shall be subject to the exclusive jurisdiction of the courts of The Netherlands.