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General Terms and Conditions QasE3D

1. Definitions

  1. QasE3D, entity providing Goods and Services to Customer(s), established in Ittervoort, Chamber of Commerce no. 83839836.

  2. Customer: the entity with whom QasE3D has entered into an agreement.

  3. Parties: QasE3D and Customer together.

  4. Goods: items such as, but not limited to, equipment, devices, hardware parts, materials, software, firmware, databases and documentation Customer has agreed to buy from QasE3D and supplied by or on behalf of QasE3D.

  5. Service(s): service(s) such as, but not limited to, training, maintenance, consultancy, advice and inspections Customer has agreed to buy from QasE3D and supplied by and/or on behalf of QasE3D.


2. Applicability

  1. These terms and conditions (GTC) will apply to all quotations, offers, activities, orders, agreements and deliveries of Goods and Services by or on behalf of QasE3D.  

  2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

  3. The Parties expressly exclude the applicability of supplementary and/or deviating GTC of the Customer or of third Parties.

 

3. Offers and quotations

  1. Offers and quotations from QasE3D are without engagement, unless expressly stated otherwise.

  2. An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation. 

  3. If the Customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

  4. Offers and quotations do not apply to repeated orders, unless the Parties have agreed upon this explicitly and in writing.

 

4. Acceptance

  1. Upon acceptance of a quotation or offer without engagement, QasE3D reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the Customer. 

  2. Verbal acceptance of the Customer only commits QasE3D after the Customer has confirmed this in writing (or electronically).

 

5. Prices

  1. All prices used by QasE3D are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.

  2. QasE3D is entitled to adjust all prices for its Goods and Services at any time.

  3. The price with regard to Services is determined by QasE3D on the basis of the actual working hours, unless otherwise agreed between Parties. 

  4. The price of Services is calculated according to the usual hourly rates of QasE3D, valid for the period in which QasE3D carries out the work, unless a different hourly rate has been agreed.

  5. If the Parties have agreed on a total amount for a service provided by QasE3D, this is always a target price, unless the Parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

  6. QasE3D is entitled to deviate up to 10% of the target price. 

  7. If the target price exceeds 10%, QasE3D must let the Customer know in due time why a higher price is justified. 

  8. If the target price exceeds 10%, the Customer has the right to cancel the part of the order that exceeds the target price by 10%. 

  9. QasE3D has the right to adjust prices annually. 

  10. QasE3D will communicate price adjustments to the Customer prior to the moment the price increase becomes effective.

  11. The Customer has the right to terminate the contract with QasE3D if he does not agree with the price increase.

 

6. Payments and payment term

  1. The Customer must pay invoices of QasE3D within 14 days, unless Parties have made other agreements about this or if the invoice has a different payment term.

  2. Payment terms are considered as fatal payment terms. This means that if the Customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without QasE3D having to send the Customer a reminder or to put him in default. 

  3. QasE3D reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the Goods and Services.

  4. For quotations or agreements with a total value exceeding EUR 5000 (excluding VAT), QasE3D is entitled to require an advance payment of 10% of the total quoted amount. Work and/or delivery may be postponed until the advance payment has been received.

 

7. Consequences of late payment

  1. If the Customer does not pay within the agreed term, QasE3D is entitled to charge an interest of 1% per month from the day the Customer is in default, whereby a part of a month is counted for a whole month.

  2. When the Customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to QasE3D. 

  3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 

  4. If the Customer does not pay on time, QasE3D may suspend its obligations until the Customer has met his payment obligation. 

  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Customer, the claims of QasE3D on the Customer are immediately due and payable. 

  6. If the Customer refuses to cooperate with the performance of the agreement by QasE3D, he is still obliged to pay the agreed price to QasE3D. 


8. Suspension of obligations by the Customer

  1. The Customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

 

9. Settlement 

  1. The Customer waives his right to settle any debt to QasE3D with any claim on QasE3D. 

 

10. Insurance

  1. The Customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:

    1. Goods delivered that are necessary for the execution of the underlying agreement

    2. Goods being property of QasE3D that are present at the premises of the Customer

    3. Goods that have been delivered under retention of title  

  2. At the first request of QasE3D , the Customer provides the policy for these insurances for inspection. 


11. Guarantee

  1. When Parties have entered into an agreement, the Goods and Services only contain best-effort obligations for QasE3D, not obligations of results.

 

12. Performance of the agreement

  1. QasE3D executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 

  2. QasE3D has the right to have the agreed Goods and Services (partially) performed by third parties.

  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the Customer. 

  4. It is the responsibility of the Customer that QasE3D can start the implementation of the agreement on time.

  5. If the Customer has not ensured that QasE3D can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the Customer.  

 

13. Duty to inform by the Customer 

  1. The Customer shall make available to QasE3D all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.  

  2. The Customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 

  3. If and insofar as the Customer requests this, QasE3D will return the relevant documents. 

  4. If the Customer does not timely and properly provides the information, data or documents reasonably required by QasE3D and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the Customer.

  

14. Duration of the agreement 

  1. A fixed-term contract will end on the date as agreed upon by Parties, unless 1 of the Parties terminates the contract with due observance of a notice period of 1 calendar month(s).

  2. If the Parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the Customer must give QasE3D a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.


15. Indemnity

  1. The Customer indemnifies QasE3D against all third-party claims that are related to the Goods and Services supplied by QasE3D. 

 

16. Complaints

  1. The Customer must examine Goods and Services provided by QasE3D as soon as possible for possible shortcomings.

  2. If delivered Goods and Services do not comply with what the Customer could reasonably expect from the agreement, the Customer must inform QasE3D of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 

  3. The Customer gives a detailed description as possible of the shortcomings, so that QasE3D is able to respond adequately. 

  4. The Customer must demonstrate that the complaint relates to an agreement between the Parties.

  5. If a complaint relates to ongoing work, this can in any case not lead to QasE3D being forced to perform other work than has been agreed. 

  

17. Giving notice

  1. The Customer must provide any notice of default to QasE3D in writing.

  2. It is the responsibility of the Customer that a notice of default actually reaches QasE3D (in time). 

 

18. Joint and several Customer liabilities

  1. If QasE3D enters into an agreement with several Customers, each of them shall be jointly and severally liable for the full amounts due to QasE3D under that agreement. 

  

19. Liability of QasE3D

  1. QasE3D is only liable for any damage the Customer suffers if and insofar as this damage is caused by intent or gross negligence.  

  2. If QasE3D is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

  3. QasE3D is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

  4. If QasE3D is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

  5. All images, photos, colors, drawings, descriptions on marketing materials (such as, but not limited to, the website, a catalog) are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

 

20. Expiry period

  1. Every right of the Customer to compensation from QasE3D shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.


21. Dissolution

  1. The Customer has the right to dissolve the agreement if QasE3D imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 

  2. If the fulfillment of the obligations by QasE3D is not permanent or temporarily impossible, dissolution can only take place after QasE3D is in default. 

  3. QasE3D has the right to dissolve the agreement with the Customer, if the Customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give QasE3D good grounds to fear that the Customer will not be able to fulfill his obligations properly. 

 

22. Force majeure

  1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of QasE3D in the fulfillment of any obligation to the Customer cannot be attributed to QasE3D in any situation independent of the will of QasE3D, when the fulfillment of its obligations towards the Customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from QasE3D . 

  2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 

  3. If a situation of force majeure arises as a result of which QasE3D cannot fulfill one or more obligations towards the Customer, these obligations will be suspended until QasE3D can comply with it. 

  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the agreement in writing in whole or in part. 

  5. QasE3D does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

 

23. Modification of the agreement

  1. If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall timely and in mutual consultation adjust the agreement accordingly. 

 

24. Changes in the general terms and conditions

  1. QasE3D is entitled to amend or supplement these GTC. 

  2. Changes of minor importance can be made at any time. 

  3. Major changes in content will be discussed by QasE3D with the Customer in advance as much as possible.

  4. Customers are entitled to cancel the agreement in the event of a substantial change to the GTC. 

 

25. Transfer of rights

  1. The Customer cannot transfer its rights deferring from an agreement with QasE3D to third parties without the prior written consent of QasE3D . 

  2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code. 

 

26. Consequences of nullity or annullability

  1. If one or more provisions of these GTC prove null or annullable, this will not affect the other provisions of these GTC. 

  2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what QasE3D had in mind when drafting the conditions on that issue.

 

27. Miscellaneous

  1. It is the Customer’s responsibility to assess whether the agreement fulfills the obligations as described by the Dutch law ‘Wet deregulering beoordeling arbeidsrelatie (DBA)'. QasE3D will provide reasonable effort to cooperate with Customer to make the assessment possible. 

  2. Dutch law is exclusively applicable to all agreements between the Parties.

  3. The Dutch court in the district where QasE3D is established is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise. 

  4. Should any of the clauses of these GTC be wholly or partially invalid, the validity of the remaining clauses or parts thereof shall not be affected.

     

 Drawn up on 01 September 2026.