1. Applicability
2. Tenders
3. Cooperation by client
4. Execution of the assignment
5. Confidentiality and communication
6. Intellectual property
7. Payment
8. Complaints and claims
9. Delivery period and force majeure.
10. Termination and dissolution
11. Liability

1. Applicability
1.1 The premise of this agreement is a “gentleman’s agreement” and with it also serves as a confidentiality agreement and procurement terms and conditions. These conditions therefore apply to all relations between Laserscanning.nl and its relations, including suppliers and customers, hereinafter referred to as “relation” Purpose and scope are a mutual agreement in which (commercial) interests of parties involved are recognized and respected. Where applicable, this agreement is legally binding.
1.2 These conditions apply to all offers and agreements made by Laserscanning.nl (and its trade names), and apply to both services and (physical) products.
1.3 The applicability of any purchase or other conditions of relationship is rejected, unless otherwise agreed in writing.
1.4 These terms and conditions will be sent digitally (in PDF format) or in writing upon request. Terms and conditions can also be found on the website www.Laserscanning.nl.
1.5 Applicable is always the latest version at the time of the formation of the legal relationship with relationship.
1.6 All agreements between the relationship and Laserscanning.nl are governed exclusively by Dutch law.
1.7 When a contract is concluded on the basis of agreement by email, a purchase order or the signing of an order confirmation, these terms and conditions have been handed over or designated and are therefore valid.
1.8 These conditions may also be declared valid without the existence of a contract, by initialling each page and signature provided with place and date on last page. This when applied as confidentiality agreements, for example.

2. Tenders
2.1 All quotations are considered to be non-binding offers that can be revoked even after acceptance.
2.2 If supplied data/information on which an offer is based are changed or prove to be incorrect, Laserscanning.nl has the right to adjust the offer.
2.3 Quotations are of limited validity; the valid period is indicated on the quotation.

3. Cooperation by client
3.1 The client must ensure that all data and documents that Laserscanning.nl needs for the correct and timely execution of the order are made available in a timely manner and in the form and manner desired by Laserscanning.nl.
3.2 The client must ensure that Laserscanning.nl is informed of facts and circumstances that may be important in connection with the correct execution of the assignment.
3.3 Unless the nature of the assignment dictates otherwise, the client is responsible for the accuracy, completeness and reliability of the data and documents made available to Laserscanning.nl, even if they come from third parties.

4. Execution of the assignment
4.1 All work performed by Laserscanning.nl shall be carried out to the best of its knowledge and ability in accordance with the requirements of good craftsmanship.
4.2 Laserscanning.nl can only perform and charge the client for more work than that for which the order was issued if the client has given prior approval.
4.3 If and insofar as the proper execution of the agreement requires, Laserscanning.nl has the right to have certain work done by third parties. Hereby, paragraph 5 “Confidentiality and communication” is in effect.
4.4 If, during the execution of the agreement, it appears that it is necessary to modify or supplement the work to be performed, the parties will timely and in mutual consultation adjust the agreement accordingly.
4.5 If the parties agree that the agreement will be amended or supplemented, the time of completion of performance may be affected. Laserscanning.com will notify the client as soon as possible.
4.6 Laserscanning.nl will not be able to charge additional costs if a change or addition is the result of circumstances attributable to Laserscanning.nl.
4.7 When the client makes goods available to Laserscanning.nl it will take proper care of them. Goods will be returned as soon as possible upon request.

5. Confidentiality and communication
5.1 Laserscanning.nl and relation hereby declare that unless any provision of law, regulation or other (professional) rule restrict them to do so, Laserscanning.nl, relation and any employee(s) deployed by Laserscanning.nl or relation are obliged to maintain secrecy towards third parties regarding confidential information.
5.2 Except with written permission, Laserscanning.co.uk and relationship are not entitled to use confidential information made available to it for any purpose other than that for which it was obtained.
5.3 Confidentiality means both oral and written and both direct and indirect.
5.4 Confidential information means:
– All communications between Laserscanning.co.uk and relationship that may reasonably be assumed to serve commercial purposes.
– Matters relating to enterprise, business practices, services or products of Laserscanning.com or relationship.
– Technical information regarding, for example, designs and operating principles.
5.5 Laserscanning.co.uk and the relationship undertake to return or destroy all (digital) documents and data provided by or on behalf of the providing party and also all (digital) copies thereof, at the first request of the providing party.
5.6 Data and information provided by Laserscanning.co.uk or relation for information or for execution of an order will at all times remain the property of the party who shared this data.
5.7 Laserscanning.co.uk and relationship will take utmost care to (and ensure) secure storage of confidential information. This includes proper ICT measures regarding encryption and security of data, e-mail, backups and data carriers against theft, hacking and viruses.
5.8 The obligation of confidentiality shall not apply only if the confidential information is already generally known at the time of disclosure.
5.9 The duration of the confidentiality is unlimited unless otherwise agreed in writing and is independent of the duration of other agreements between Laserscanning.co.uk and the relationship. Whereby confidentiality is expressly separate from dissolution and termination of agreement(s) as mentioned in 10 “Termination and Rescission”

6. Intellectual property
6.1 Referring to what is stated in 1.1, the ownership and rights of designs commissioned by the relation belong, subject to transfer of ownership by payment as mentioned in 7. “Payment” to principal.
6.2 Molds, dies, prototypes and models made specifically on order will not be used for other purposes and relations and will be handed over or destroyed upon request subject to through payment as mentioned in 7. “Payment”

7. Payment
7.1 Payment by Client shall be made, without deduction, discount or set-off, within agreed payment terms. Payment must be made in the currency indicated on the invoice, to bank account NL95 RABO 0337 2271 87 Objections to the amount of invoices submitted do not suspend the client’s obligation to pay.
7.2 If the stated period is exceeded, the client, after being reminded at least once by Laserscanning.nl to pay within a reasonable period, is legally in default. In such case, from the date on which the sum due became due and payable until the time of payment, the client shall owe statutory interest on the sum due. In addition, all costs of collection, after the client is in default, both judicial and extrajudicial, shall be borne by the client.
7.3 If, in the opinion of Laserscanning.nl, the client’s financial position and/or payment record gives cause to do so, Laserscanning.nl is entitled to demand that the client immediately provide (additional) security in a form to be determined by Laserscanning.nl and/or make an advance payment. If the client fails to provide the requested security, Laserscanning.nl is entitled to immediately suspend further execution of the order and all that the client owes Laserscanning.nl on any account will be immediately due and payable.
7.4 If after the conclusion of the agreement, but before the order is fully executed, rate determining factors such as wages and/or prices undergo a change, Laserscanning.nl is entitled to adjust the previously agreed rate accordingly. Laserscanning.com will notify the client in that case. This will include the scope of the change and the effective date.
7.5 If in the case of services no fixed amount is agreed upon, the amount will be determined on the basis of hours actually spent. The amount is calculated according to Laserscanning.nl’s usual hourly rates applicable to the period in which the work is performed, unless a different hourly rate has been agreed upon.
7.6 All items sold and delivered by Laserscanning.nl remain its property until the other party has fulfilled all its obligations under the agreement.
7.7 The other party is prohibited from selling, pledging or otherwise encumbering the items sold by Laserscanning.nl on which the retention of title rests.
7.8 If third parties seize the items subject to retention of title, or wish to establish or assert rights to them, the other party is obliged to inform Laserscanning.nl of this as soon as possible.
7.9 All items delivered by Laserscanning.nl, including any designs, sketches, drawings, (electronic) files, etc., remain the property of Laserscanning.nl until the client has fulfilled all obligations under all agreements concluded.
7.10 The client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on demand. In the event that Laserscanning.nl wishes to exercise its property rights indicated in this article, the client gives unconditional and irrevocable permission now to Laserscanning.nl or third parties to be designated by it to enter all those places where the property of Laserscanning.nl is located and to take those items back.

8. Complaints and claims
8.1 Complaints regarding the work done, products and/or the invoice amount should be made known to Laserscanning.nl in writing, fully and clearly described, within 15 working days after delivery of services or products about which the client is complaining.
8.2 Complaints as referred to in the first paragraph shall not suspend the client’s payment obligation.
8.3 Complaints submitted to Laserscanning.co.uk will be answered within 15 working days of receipt. If a complaint requires a longer processing time, a reply with an acknowledgment of receipt and an indication of when the other party can expect a more detailed response will be provided within the time limit.
8.4 If a complaint is well-founded, Laserscanning.nl will redo or restore the work as agreed.

9. Delivery period and force majeure.
9.1 If the client owes an advance payment or if he has to provide information and/or materials necessary for the execution, then the period within which the work has to be carried out does not start until the payment has been received in full by Laserscanning.nl, respectively the information and/or materials have/have been made available to it in full.
9.2 Because the duration of the assignment may be affected by a variety of factors, such as the quality of the information provided by the client and the cooperation provided, the deadlines by which the work is to be completed are to be regarded as deadlines only if expressly agreed in writing.
9.3 The contract cannot be rescinded by the client on the grounds of exceeding the deadline.
9.4 Laserscanning.nl is not obliged to fulfill any obligation under the agreement if he is hindered to do so by a circumstance that under the law, a legal act or according to socially accepted notions cannot be attributed to him.
9.5 During the period of force majeure, the obligations of the parties shall be suspended.
9.6 If compliance with the agreement becomes permanently impossible due to force majeure, the parties are entitled to dissolve the agreement with immediate effect.
9.7 If when the force majeure situation arises, Laserscanning.nl has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to separately invoice the part already executed or executable part of the agreement as if it were an independent agreement.
9.8 Damages resulting from force majeure shall never be eligible for compensation.
9.9 A shortcoming in the fulfillment of the agreement by Laserscanning.nl can, among other things, not be attributed if the causes of this shortcoming are not due to its fault or beyond its sphere of risk. Causes as referred to in the previous sentence include war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defective machinery, technical defects, disruptions in the supply of gas, internet, water and electricity and the stagnation or interruption of deliveries to Laserscanning.nl or its relationship.

10. Cancellation and dissolution
10.1 The client and Laserscanning.nl may cancel an assignment at any time (prematurely) by registered letter with due observance of a reasonable period of time, unless reasonableness and fairness oppose termination or termination at such a time.
10.2 An order may be cancelled by Laserscanning.nl or client by registered letter (prematurely) without regard to a notice period in the event that the other party is unable to pay its debts or if a trustee, administrator or liquidator is appointed, the other party enters into a debt restructuring, or for any other reason ceases its activities or if the other party considers the occurrence of any of the above circumstances on the part of the one party to be reasonably plausible or if a situation has arisen that justifies immediate termination in the interests of the terminating party.
10.3 If the client cancels the order (prematurely), Laserscanning.nl is entitled to compensation for its incurred and plausible occupancy loss as well as additional costs it reasonably incurs as a result of the early termination of the contract.
10.4 Laserscanning.nl is, if the circumstances warrant it, authorized to suspend the execution of the order or to dissolve the agreement in whole or in part with immediate effect, if and insofar as the other party does not, does not timely or does not fully comply with its obligations under the agreement, or after the conclusion of the agreement Laserscanning.nl learns of circumstances that give good reason to fear that the other party will not fulfill its obligations.
10.5 If the client is in a state of bankruptcy, has any attachment on its goods, or otherwise cannot freely dispose of its assets, Laserscanning.nl is entitled to dissolve the agreement with immediate effect, unless the client has already provided adequate security for payment.
10.6 Furthermore, Laserscanning.nl is entitled to dissolve the contract if and insofar as circumstances arise of such a nature that fulfillment of the agreement is impossible or its unaltered maintenance cannot reasonably be required of him.
10.7 The client shall never claim any compensation in connection with the right of suspension and dissolution exercised by Laserscanning.nl under this article.

11. Liability
11.1 Laserscanning.nl will perform its work to the best of its ability, exercising the care that may be expected. If an error is made because the client has provided Laserscanning.nl with incorrect or incomplete information, Laserscanning.nl is not liable for the resulting loss.
11.2 Covers liability for damage or loss of records or products in transit or shipment:
– When sent by relation to Laserscanning.com, it bears responsibility.
– When transported by Laserscanning.nl, Laserscanning.nl is liable according to the policy of its insurance policy. Information on this on request.
– When sent by Laserscanning.nl through a third party, it is only liable for its recoverable costs from that party.
11.3 Laserscanning.nl is never liable for consequential damages, including lost profits, losses and damage due to business interruption, except in cases of intent or gross negligence.
11.4 At no time will the liability of Laserscanning.nl exceed the amount that is actually paid out with respect to the case in question under Laserscanning.nl’s liability insurance, plus any excess of Laserscanning.nl that applies under that insurance. Information on this on request.