Inloggen
Customer service


ProQares

General conditions

In these General Terms and Conditions for assignments to ProQares, ProQares is understood to mean
the limited liability company ProQares B.V., with its registered office in Rijswijk, the Netherlands.
These General Terms and Conditions have been adopted by ProQares and filed with the Chamber of
Commerce and Industry for Haaglanden in the Netherlands.
Any general purchase conditions or other general terms and conditions used by the Principal will not
apply to the legal relationship between the Principal and ProQares, and are hereby expressly rejected.
1. Scope of the assignment, quotation
1.1 The scope of the assignment is determined by the description of the activities in the quotation,
including all changes which will be made afterwards in mutual consultation.
1.2 The agreement for carrying out the assignment will be concluded by the Principal’s
confirmation of ProQares’ quotation. If the Principal has in any way failed to confirm the quotation
and ProQares has nevertheless commenced carrying out the assignment with the Principal’s consent,
the content of the quotation will be considered as agreed. The agreement with all annexes contains all
arrangements between the parties and will replace all other arrangements, commitments and
agreements on the matter between the parties.
1.3 The results of the assigned work will be indicated in the quotation: written advice, report,
model, software, etc.
1.4 Unless stated otherwise in the quotation, ProQares will stand by its quotation during one month
from the quotation date.
1.5 Amendments, additions and/or extensions of the assignment, or deviations from the General
Terms and Conditions will only be binding after they have been agreed upon in writing between the
parties, and will only relate to the assignment for which they have been drawn up.
1.6 The Principal will use the quotation made by ProQares and the knowledge and ideas of
ProQares included in it exclusively for evaluating his interest in granting the assignment. This
provision also applies to proposals for amending, supplementing and/or extending the assignment.
1.7 Unless expressly included in the quotation, investigations into the existence of third party patent
rights or into patenting possibilities will not be part of the assignment.
2. Execution of the assignment, result
2.1 The assignment will be carried out within the (estimated) period stated in the quotation in
consultation with the Principal, unless this should prove impossible. If the period threatens to be
exceeded, ProQares will be obliged to consult as soon as possible with the Principal. ProQares will
not be in default without notice of default by the mere expiry of the period.
2.2 The acceptance of the assignment implies that when carrying out the assigned work ProQares
will solely undertake no other obligation than to aim at a result which is useful for the Principal.
2.3 If the assignment (also) includes the delivery of a material object, it applies that in respect of
this material object ProQares will give no other guarantee than as described in the quotation.
2.4 If the assignment (also) concerns the testing of samples, it applies –apart from the case in which
it has been agreed that ProQares will be responsible for selecting the samples– that the Principal will
be solely responsible for the selection and representativeness of the samples, for indicating codes,
trademarks or product names and for making the samples to be investigated available to ProQares.
2.5 ProQares will not be obliged to commence carrying out the assignment before all substances or
objects to be made available by the Principal to ProQares have in fact been made available to
ProQares in the agreed form and numbers. The period referred to in article 2.1 will be automatically
extended by any delay that may be caused by this.
2.6 The Principal will carry the risk of any misunderstandings in respect of the content and
performance of the agreement, if these should in reason be for the Principal’s risk or have been caused
by specifications not received by ProQares or received incorrectly, not in time or incompletely, or by
other information given orally or by a person designated for this purpose by the Principal or
transmitted by any technical means such as e.g. by telephone, fax, e-mail and similar communication
media.
2.7 ProQares will inform the Principal of manifestly apparent shortcomings in the agreed methods
and other particulars that become apparent in the assignment, which in ProQares’s opinion are of
importance to the Principal.
3. Secrecy
3.1 If so agreed upon when granting the assignment, ProQares undertakes to maintain secrecy in
respect of the Principal’s name and of the fact that the assignment has been carried out during a period
which in principle will end two years after the date of the final invoice of the assignment or two years
after the date of the final report if the latter is delivered earlier.
3.2 ProQares undertakes to maintain secrecy in respect of the results of the assignment, as provided
by ProQares to the Principal, apart insofar as it concerns calculation methods, software and
experimental working methods whose development was not directly intended with the assignment. As
regards inspections, analyses, measurements or literature searches the obligation to observe secrecy
will be confined to the outcome of the inspection, analysis, measurement or search carried out.
Unless otherwise agreed upon when granting the assignment, ProQares’ obligation of secrecy will
continue until two years from the date of the final invoice of the assignment or until two years from
the date of the final report if the latter is delivered earlier.
If required, ProQares will classify the results for which an obligation of secrecy applies in accordance
with the provisions in this article in consultation with the Principal.
3.3 ProQares will be obliged to observe secrecy in respect of proprietary data of the Principal which
become known to ProQares when carrying out the assignment and which the Principal has expressly
designated as confidential. This obligation to secrecy does not apply:
– to data which were already in ProQares’ possession when the data were given to ProQares;
– to data which are or will become publicly known, without this being due to any imputable acts
or omissions by ProQares;
– to data which ProQares obtains in a rightful way from a third party, or from its own research,
without using the secret data in any way.
3.4 If any misunderstanding arises due to the Principal disclosing results of the assignment,
ProQares will be released from the obligation to secrecy to the extent as is in reason required for
ProQares to clarify the results to third parties.
3.5 ProQares’ obligation to secrecy does not apply if and when ProQares identifies serious danger
for persons or goods. In that case ProQares will, if possible, enter into consultations with the
Principal, before informing those whose person or goods are threatened and/or the competent
authorities of the danger situation.
3.6 The Principal’s permission is required for engaging third parties for carrying out the
assignment, if and insofar as this creates a foreseeable risk in respect of secrecy.
3.7 Only if this has been agreed upon in writing when granting the assignment, ProQares will be
obliged during the execution of the assignment to refrain from accepting assignments from third
parties within the scope of the assignment.
4. Rights to results
4.1 Within the scope of the assignment the Principal will have the full and free right of use of the
results of the assignment as provided by ProQares to the Principal. This right of the Principal is
exclusive for the period in which ProQares is obliged to observe secrecy in accordance with article
3.2, this subject to the provisions in articles 4.2 and 4.4.
4.2 In the period in which ProQares is obliged to observe secrecy in accordance with article 3.2,
ProQares will have the right to use the results of the assignment as referred to in article 4.1 solely for
itself.
4.3 After expiry of the period in which ProQares is obliged to observe secrecy in accordance with
Article 3.2, ProQares will also have the right to use the results as referred to in article 4.1 for third
parties and to let third parties use them.
4.4 ProQares will have the right to use for itself and/or for third parties and/or to let third parties
use:
a. the knowledge and experience available at ProQares when accepting the assignment;
b. the knowledge and experience outside the scope of the assignment obtained by carrying out the
assignment;
c. calculation methods, software and experimental working methods resulting from carrying out
the assignment, insofar as their development was not directly intended with granting the
assignment.
4.5 Without prejudice to the provisions in article 7.7, the Principal will be entitled to or be the
owner of reports, drawings and other material objects which are the result of the work assigned in
conformity with article 1.3, subject to ProQares’s copyright.
5. Disclosure
Without ProQares’s prior permission in writing the Principal will not be permitted:
a. to multiply and/or disclose in whole or in part a report issued by ProQares by having it printed,
photocopied, put on microfilm, in electronic form or in any other way, or to store it in a retrieval
system;
b. to make a report issued by ProQares available for inspection outside the circle of persons who,
taking into account the scope of the assignment, are directly interested parties;
c. to use (or let others use) in whole or in part a report issued by ProQares for instituting claims,
for conducting legal proceedings, for advertisements or negative publicity and for recruitment in
a more general sense;
d. to use ProQares’s name, in whichever connection, when disclosing part or parts of a report
issued by ProQares and/or for any of the purposes mentioned under c.
6. Protection of knowledge
6.1 Insofar as the assignment carried out by ProQares will lead to patentable matter, ProQares will
have the right to apply for a patent in its own name and for its own account. While doing so, ProQares
will comply with its obligation to secrecy resulting from article 3.
6.2 ProQares and the Principal will report to each other:
a. their presumption that patentable matter has been found;
b. the fact that a patent application is filed;
c. the content of such application.
They will further render each other all required cooperation when filing patent applications.
6.3 If ProQares does not wish to make use of its right as referred to in article 6.1, this right will pass
on to the Principal if and insofar as the patent application (also) concerns the results as referred to in
article 4.1.
6.4 If ProQares or the Principal exercises their rights from article 6.1 or article 6.3, the
applicant/holder of the patent will be deemed to have granted the other party a licence free of charge
from which the parties can derive rights to which they are entitled by virtue of the provisions in article
4. The other provisions of the assignment will apply by analogy to the granting of the licence.
6.5 The applicant/holder may withdraw a patent application at any time, or let a granted patent
lapse. If the Principal or ProQares has been granted a licence, they will have the first opportunity to
transfer the application or the patent in their name.
7. Price and payment
7.1 If a ‘fixed price’ has been stated in the quotation, this price will be considered as the agreed
price. If no ‘fixed price’ has been included in the quotation, it is established between the Principal and
ProQares that the amount to be paid will be determined by subsequent calculation on the basis of the
rates agreed upon at the assignment. If no rates have been agreed upon in advance, the rates will be
determined on the basis of ProQares’ customary methods. If a ‘guide price’ is mentioned in the
quotation, the amount stated will merely indicate a cost estimate without obligation. In this latter case,
when there is a period of one year or longer between the date of the quotation and the date on which
the work (will) end, ProQares will furthermore each time as of 1 January be entitled to index the part
of the price of the assignment that has not yet been invoiced in accordance with the annual adjustment
of ProQares’ rates.
7.2 At the Principal’s request, ProQares may limit itself to a maximum amount in case of
assignments of € 15,000 and more with an expected duration of three months or longer. This will
automatically release ProQares of the obligation to continue the activities insofar as by doing so the
amount to be spent in carrying out the assignment would exceed such maximum amount.
7.3 If no ‘fixed price’ has been included in the quotation and the assignment involves an amount
exceeding € 25,000 and if the Principal so requests when granting the assignment, ProQares will
specify the invoice in question in man-hours and man-hour rates, direct material costs and, insofar as
applicable, use of equipment and rates for such use, as well as fees for pre existing know how used.
7.4 Unless stated otherwise, all amounts mentioned by ProQares in the quotation are exclusive of
turnover tax.
7.5 ProQares reserves the right to send interim invoices. ProQares may at all times demand
payment in advance.
7.6 The Principal is obliged to pay the invoices in the currency mentioned in the quotation, without
any right to deduction or setoff, within thirty days from the invoice date and to pay both the statutory
interest for trade agreements and the collection costs if the Principal exceeds this payment period of
thirty days.
7.7 All items made available by ProQares to the Principal within the framework of the assignment,
including the material objects as referred to in article 4.5, will remain the property of ProQares until
the amount(s) payable by the Principal to ProQares in connection with the assignment has (have) been
paid in full.
8. Liability
8.1 ProQares will only be liable for damage or loss which is the direct consequence of an
attributable shortcoming by ProQares in the performance of its obligations. If, on account of the
contractual liability referred to in the preceding sentence and/or for any other reason, ProQares is
liable, it will apply that ProQares will only be liable for direct damage or loss of the Principal to at
most the amount of the price due by the Principal by virtue of article 7.1.
8.2 ProQares and/or persons employed and/or called in by ProQares for carrying out the assignment
will not be liable for damage or loss which the Principal suffers when applying or using the result of
ProQares’ work, unless there is a question of intent or gross negligence on the part of ProQares and/or
on the part of persons employed and/or called in by ProQares for carrying out the assignment.
8.3 The Principal indemnifies ProQares and/or persons employed and/or called in by ProQares for
carrying out the assignment against all claims from third parties on account of damage or loss suffered
by these third parties resulting from the application or use of the result of ProQares’ work by the
Principal or by another person to whom the Principal has made available the said result, unless there
is a question of intent or gross negligence on the part of ProQares and/or on the part of persons
employed and/or called in by ProQares for carrying out the assignment.
8.4 In case persons employed and/or called in by ProQares for carrying out the assignment are
present on the premises of the Principal and/or on the premises of third parties in connection with the
assignment, ProQares and/or persons called in by ProQares for carrying out the assignment will not be
bound to stipulations in access permits and suchlike to the effect that the Principal’s liability arising
from the agreement is limited in whole or in part.
8.5 ProQares does not accept any liability for damage or loss which arises due to the fact that the
results of the activities do not qualify for patenting or because rights of third parties are infringed
when applying the results.
8.6 ProQares does not accept any liability for damage or loss which is the result of defects in items
supplied to ProQares, including software, which ProQares has supplied on to the Principal, unless and
insofar as ProQares has recourse on its supplier for such damage or loss.
9. Storage of objects
Unless otherwise agreed upon when granting the assignment, ProQares will store the items, including
(the remainders of) samples that have been made available to ProQares in connection with the
assignment, if in reason possible, for four weeks from the date on which the Principal has been
informed about the results of the assignment. Any costs attached to this will be deemed to have been
included in the price stated in the quotation. In case the Principal wishes storage of the items for a
longer period, costs attached will be for the account of the Principal.
If within this period the Principal has failed to make an arrangement for returning the items referred
to, ProQares will be free to nullify the items. Any costs attached to this will be deemed included in the
price stated in the quotation.
10. Miscellaneous
10.1 In case of activities in connection with the assignment on the premises of the Principal, the
Principal will make available to ProQares free of charge auxiliary personnel and tools, if requested by
ProQares well in advance.
10.2 When staying in buildings and/or on premises of ProQares the Principal and/or his personnel
are/is obliged to comply with the ‘house rules’ which apply for the users of the buildings or premises
involved. The Principal will see to it that his personnel will act in accordance with the above
provision.
10.3 If either the Principal or ProQares fails to comply with any essential obligation from the
agreement, the other party will notify the defaulting party of this in writing and allow the defaulting
party a reasonable period to as yet perform its obligations. In case the defaulting party fails to as yet
perform its obligations within the stipulated period, its rights from the agreement will lapse and the
other party will no longer be obliged to perform any of its own obligations.
10.4 Claims from the Principal on ProQares resulting from or connected with the execution of the
assignment by ProQares and/or by persons employed and/or called in by ProQares for carrying out the
assignment, will lapse in full if such claims have not expressly been made known within one year
from the date of the final invoice, unless the Principal shows that he was unable to comply with his
duty to report within the stipulated period.
10.5 If ProQares has in its possession any object of the Principal in order to carry out the assignment
on it, ProQares will be entitled to keep the object in its possession, until all amounts payable by the
Principal in connection with the assignment have been paid in full, unless the Principal has provided
adequate security for those amounts.
11. Disputes
11.1 All disputes that might arise as a result of the agreement, or of further agreements resulting
from it, will be submitted for exclusive settlement to the competent court in The Hague, the
Netherlands.
11.2 The agreement as referred to in article 1.2 is governed by the laws of the Netherlands.
General terms and conditions for assignments to ProQares – 2011

PDF version