General conditions for Inaday Patent B.V. Registered at the Chamber of Commerce of Enschede on 26 february 2013 under number 55403549
Article 1 General
1.1 Inaday Patent B.V. (‘Inaday’) is a private limited company which sets itself as a target the providing of services of patent attorneys and in the broadest sense of the word. All orders are regarded to be given and can only be accepted by Inaday. Applicability of article 7:404 and 7:407 subsection 2 CC is expressly excluded.
1.2 All offers by Inaday are without engagement and have to be considered as an invitation for the providing of an order, unless agreed upon differently in writing or when is deviated from this in these general conditions.
1.3 Applicability of the general conditions of client is hereby declined.
1.4 If the general conditions are deviated from, the deviations need to be expressly agreed upon in writing. Also with deviation of one or more of the stipulations of these general conditions is applicable that the other stipulations are and remain unabridged applicable.
1.5 With confict between a stipulation in these general conditions and a stipulation set down in an agreement that is entered into with Inaday, the contents of the agreement that is entered into with Inaday prevails.
1.6 If one or more stipulations from these general conditions turn out to be void, will be destroyed or will lose their validity otherwise, the other stipulations will remain effective.
Article 2 Execution of the order
2.1 Inaday will execute the orders as provided to her to her best ability and with the greatest possible care, as a good commissionee befts. With the execution of the order, Inaday can aid herself by third parties that have been involved by Inaday for the execution of the order.
2.2 Execution of the order will take place on the basis of the information that is provided to Inaday by the client. Client will therefore timely provide Inaday all the instructions and information that are relevant for the execution of the order. If client does not provide Inaday with instructions or information on time and the losing of a term is therefore threatened, Inaday will request for, if possible, a lengthening of the term. For these activities, remunerations and costs will be charged to commissionee. When a term expires nevertheless, Inaday is not liable for the consequences of this. Neither is Inaday liable for the not executing of non-explicitly assigned activities to her.
2.3 Inaday can involve third parties for the execution of the order. In the case these third parties want to limit their liability, customer authorizes Inaday to accept this liability limitation. Although Inaday will practise all carefulness with the selecting and involving of third parties, she is not liable for shortcomings of the third parties she involved in the framework of the execution of the order. Client indemnifes Inaday against claims of those third parties in connection to claims of the client towards these third parties.
Article 3 Confdentiality
3.1 Inaday will observe absolute confdentiality about every announcement of confdential nature that is provided to Inaday for this or on behalf of client.
3.2 Inaday also communicates in electronic way. If mistakes occur due to this way of communication or third parties will become familiar with the contents of the provided information, Inaday is not liable for any damage that is the consequence of this way of communication.
Article 4 Liability
4.1 If the professional liability insurance mentioned in Article 4.2 for whatever reason does not pay, any liability shall be limited to a maximum amount of EUR 10.000, – (in words: ten thousand euros), except that the amount payable by Inaday in no case greater than the amount of remuneration excluding VAT which Inaday for the assignment to the client has been charged and has already been paid by the client to Inaday.
4.2 Any liability of Inaday is limited to the amount, which is actually reimbursed to Inaday under its professional liability insurance, plus the amount of the excess which in the case concerned arises from the policy conditions.
4.3 Inaday excludes every liability for damage that is accountable by the third parties she involved and for the possible inaccuracy and/or incompleteness of the consulted sources and registers by third parties Inaday involved, as well as for inaccurate and/or incomplete information that is provided by the client.
Article 5 Declarations, remuneration, payment, expenses
5.1 As a rule, Inaday desires payment of an advance of client. Inaday is empowered only to commence the execution of the order if payment of the advance has taken place. The paid advance will be settled with the remunerations and expenses that Inaday will invoice later.
5.2 The remunerations of Inaday are calculated in compliance with the usual tariffs of Inaday, in which the result of the executed activities is not of importance. In the remunerations, the expenses of time that is spent on behalf of the client is included, as well as expenses for general fxed offce expenses. Inaday will also charge a surcharge for variable offce expenses, in which these offce expenses will be calculated as percentage of the remuneration.
5.3 Besides the variable remunerations that are calculated by Inaday on the basis of the hourly rate she settled, multiplied with the number of hours spent to an order, Inaday also handles fxed remunerations.
5.4 The client will be charged with all expenses that occur in relation to the execution of an order. These expenses include taxes, travelling and accommodation expenses, expenses of proxies or other experts, expenses of courier services and expenses of translations.
5.5 The cost budgets and offers as provided to the client by Inaday have a purely indicative character without obligations, unless Inaday expressly stated otherwise in writing.
5.6 All invoices need to be fully paid to Inaday, without discount or clearance within the term of payment as stated on the invoice. When no term of payment is stated at the invoice, the invoice needs to be settled within 14 days after the invoice date. Inaday is free to send interim expense accounts.
5.7 Might a dispute occur between client and Inaday, this does not give the client the right to suspend or reject payment of the expense accounts.
5.8 When omitting to change to payment within the set term, the client will be legally in default without (further) proof of default and she is indebted the legal interest over the indebted amount, without prejudicing other rights of Inaday, pursuant to article 6:119a CC.
5.9 All costs that Inaday will have to make judicial and extrajudicial in relation to the not timely settling of the invoices by the client, will be fully at the expense of the client.
Article 6 Termination, force majeure
6.1 Client is legally in default if: – client violates any commitment from the agreement and/or these general conditions; or – client is adjudicated bankrupt, suspension of payment is granted, the legal debt rescheduling arrangement is declared applicable, when it is made a ward of court or his property is entirely or partially put in administration, or when a request stretching to one of these cases is submitted; or – client entirely or partially transfers the operational management or the authority over her enterprise or a part of that, loses her corporate capacity, will be dissolved respectively liquidated or when discontinue of the professional execution of client comes up; or – attachment by garnishments or under a warrant of execution on goods or at the expense of the client.
6.2 In the situation as referred to in subsection 1, Inaday is empowered to immediately and one-sided, entirely or partially dissolve the agreement with client without proof of default and extrajudicial in writing. In case of entire or partial dissolution by Inaday, Inaday will not be bound to any damages to client. Moreover, the dissolution does not prejudice the rights Inaday is entitled to, under which for example but not exclusively the right to full damages.
6.3 Amounts that Inaday has invoiced for the dissolution in relation to which she has already performed for the execution of the agreement, will remain indebted and will be immediately due and payable at the moment of dissolution.
6.4 Besides the remaining rights that Inaday is entitled to, Inaday is entitled to suspend observance and execution of the order in case of force majeure, or to change to dissolution without judicial interference, without Inaday being committed to any damages in this.
6.5 In these general conditions, force majeure is considered as every shortcoming in the observance of orders to Inaday that Inaday cannot be blamed for, nor at the expense of her. Force majeure at least comes up when Inaday cannot observe as a consequence of illness, death or other inability of an employee of Inaday.
Article 7 Choice of law and forum agreed upon
7.1 The mutual legal relationship between client and Inaday is exclusively subdue to Dutch legislation. All disputes between client and Inaday will exclusively be presented to the competent judge in the District of Almelo.
7.2 Inaday is free to – if she desires – as deviation of article 7.1, to commence an interlocutory proceeding with a judge that is competent according to the law.
Article 8 Translation general conditions
These general conditions are set up in Dutch and in English. Might there be a difference in explanation of these general conditions between the Dutch and the English text, the Dutch text will be binding