General terms and conditions Aquasol Solar BV
Definitions
-
Aquasol Solar: Aquasol Solar B.V., with registered office at Honderdland 226, 2676 LV Maasdijk the Netherlands, Chamber of Commerce registration number 77686977.
-
Customer: The party who has entered into an agreement with Aquasol Solar.
-
Parties: Aquasol Solar and the Customer collectively.
-
Consumer: A Customer who is a natural person acting in a private capacity.
Applicability of General Terms and Conditions
-
These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Aquasol Solar.
-
Deviations from these terms are only valid if explicitly agreed upon in writing by both parties.
-
The applicability of any additional or deviating general terms and conditions of the Customer or third parties is expressly excluded.
Offers and Quotations
- All offers and quotations by Aquasol Solar are non-binding, unless explicitly stated otherwise.
- An offer or quotation remains valid for a maximum of one month, unless a different acceptance period is specified therein.
-
If the Customer does not accept an offer within the applicable period, the offer or quotation expires.
-
Offers and quotations do not apply to repeat or additional orders, unless explicitly agreed upon in writin
Acceptance
-
Upon acceptance of a non-binding offer or quotation, Aquasol Solar reserves the right to withdraw the offer within three days of receipt of the acceptance, without the Customer being entitled to any rights.
-
Verbal acceptance by the Customer only binds Aquasol Solar once confirmed in writing (including electronic confirmation).
Prices
- All prices quoted by Aquasol Solar are in euros, exclusive of VAT and any additional costs such as administrative fees, levies, travel, shipping, or transport charges, unless expressly stated otherwise or agreed upon.
- Aquasol Solar reserves the right to adjust its product and service prices at any time, including those published on its website or otherwise disclosed.
Payments and Payment Terms
- Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in the quotation or a different payment term is stated on the invoice.
- Payment terms are deemed strict deadlines. If the Customer fails to pay by the final due date, they are legally in default without the need for a reminder or formal notice of default from Aquasol Solar.
- Aquasol Solar reserves the right to make delivery conditional on immediate payment or require security for the full amount of the services or products.
Consequences of Late Payment
- If the Customer fails to pay within the agreed term, Aquasol Solar is entitled to charge interest of 1% per month from the date of default, with part of a month counting as a full month.
- In case of default, the Customer shall also owe extrajudicial collection costs and any applicable damages to Aquasol Solar.
- Collection costs are calculated in accordance with the Dutch Extrajudicial Collection Costs Decree.
- Aquasol Solar may suspend its obligations until the Customer has fulfilled their payment obligations.
- In case of liquidation, bankruptcy, seizure, or suspension of payment on the Customer's side, all claims from Aquasol Solar become immediately due.
- If the Customer refuses to cooperate with the performance of the agreement, they remain obliged to pay the agreed price.
Right of Suspension
Unless the Customer is a consumer, they waive the right to suspend any obligations under the agreement.
Set-Off
Unless the Customer is a consumer, they waive the right to offset any claim against Aquasol Solar with a debt owed to Aquasol Solar.
Insurance
- The Customer is obliged to adequately insure and maintain insurance for the following items against risks including fire, explosion, water damage, theft, vandalism, and loss:
-
Delivered goods necessary for executing the agreement
-
Aquasol Solar's property located at the Customer’s premises
-
Goods delivered under retention of title
- Upon request, the Customer shall provide Aquasol Solar with the relevant insurance policy.
Warranty
If the agreement is of a service-based nature, Aquasol Solar only has a best-efforts obligation and not an obligation to achieve a specific result.
Performance of the Agreement
- Aquasol Solar shall execute the agreement to the best of its knowledge and ability and in accordance with standards of good craftsmanship.
- Aquasol Solar has the right to have services (partially) performed by third parties.
- Execution takes place in mutual consultation and after written approval and any agreed advance payment by the Customer.
- The Customer is responsible for ensuring that Aquasol Solar can commence work in a timely manner.
- If this is not the case, additional costs and/or hours shall be charged to the Customer.
Information Provided by the Customer
- The Customer must provide all information, documents, and data necessary for proper performance of the agreement in a timely manner, in the desired form and manner.
- The Customer guarantees the accuracy, completeness, and reliability of the information, including that originating from third parties, unless the nature of the agreement dictates otherwise.
- At the Customer’s request, Aquasol Solar will return the relevant documents.
- Delays caused by the Customer’s failure to provide required information on time will result in additional costs and hours charged to the Customer.
Duration of the Agreement
- The agreement is entered into for an indefinite period unless the nature of the agreement or a written agreement states otherwise.
- Agreements for a fixed term are tacitly converted to indefinite unless terminated by either party observing a notice period (or 1 month for consumers).
- Agreed timeframes for specific tasks are never strict deadlines. If exceeded, the Customer must notify Aquasol Solar in writing of the default.
Termination of Agreements for Indefinite Duration
- The Customer may terminate an indefinite agreement at any time with a notice period of two months.
- Consumers may terminate with a notice period of one month.
Intellectual Property
- Aquasol Solar retains all intellectual property rights (including copyrights, patents, trademarks, design rights, etc.) to all designs, drawings, documents, data carriers, offers, images, models, etc., unless agreed otherwise in writing.
- The Customer may not reproduce, share, or use any of these without Aquasol Solar’s prior written consent.
Confidentiality
- The Customer must keep all confidential information received from Aquasol Solar secret.
- This also applies to other information which the Customer can reasonably suspect is confidential or proprietary.
- The Customer must take all necessary measures to ensure confidentiality.
- This obligation does not apply to:
-
Information already publicly available
-
Disclosure required by law
- The confidentiality obligation remains in force for the duration of the agreement and for three years thereafter.
Penalty Clause
- Violation of the confidentiality or intellectual property provisions entitles Aquasol Solar to an immediate penalty of €5,000 per violation, plus €250 per day the violation continues.
- No notice of default or legal procedure is required to enforce the penalty.
- This penalty does not limit Aquasol Solar’s right to claim additional damages.
Indemnification
The Customer indemnifies Aquasol Solar against any third-party claims relating to the delivered products or services.
Complaints
- The Customer must inspect delivered products or services as soon as possible for defects.
- If non-conformity is discovered, Aquasol Solar must be notified within one month of discovery.
- Consumers must notify within two months of discovering the defect.
- The complaint must be detailed and relevant to the agreement.
- Complaints regarding ongoing work do not entitle the Customer to demand other work.
Notice of Default
- The Customer must issue notices of default to Aquasol Solar in writing.
- It is the Customer's responsibility to ensure timely receipt by Aquasol Solar.
Joint and Several Liability
If Aquasol Solar enters into an agreement with multiple Customers, all are jointly and severally liable for full payment.
Liability of Aquasol Solar
- Aquasol Solar is only liable for damage caused by intent or gross negligence.
- Liability is limited to direct damages related to the agreement and is capped at the invoice amount or insurance payout.
- Aquasol Solar is not liable for indirect damages, including consequential damages, loss of profit, or third-party claims.
- Website or catalogue images and descriptions are indicative only and cannot lead to claims or contract dissolution.
Limitation Period
Any claim for damages expires 12 months after the event giving rise to liability, without prejudice to Article 6:89 of the Dutch Civil Code.
Right of Termination
- The Customer may terminate the agreement if Aquasol Solar fails to fulfil its obligations, unless the failure is minor.
- If performance is not permanently or temporarily impossible, termination can only occur after default is established.
- Aquasol Solar may terminate the agreement if the Customer fails to meet obligations or if there is reason to fear non-performance.
Force Majeure
- In addition to Article 6:75 of the Dutch Civil Code, force majeure includes (but is not limited to): natural disasters, civil unrest, supplier failures, power or internet outages, strikes, government actions, and transport issues.
- During force majeure, Aquasol Solar’s obligations are suspended.
- After 30 calendar days of force majeure, either party may terminate the agreement in writing.
- Aquasol Solar is not liable for any damages or entitled to compensation even if it benefits from the force majeure situation.
Amendments to the Agreement
Changes necessary for implementation of the agreement will be made in mutual consultation.
Amendments to Terms and Conditions
- Aquasol Solar reserves the right to amend or supplement these terms.
- Minor changes may be implemented at any time.
- Significant changes will be discussed with the Customer in advance where possible.
- Consumers may terminate the agreement if the changes are substantial.
Transfer of Rights
- Customer rights may not be transferred without prior written consent from Aquasol Solar.
- This clause has property law effect under Article 3:83(2) of the Dutch Civil Code.
Invalidity or Annulment
- If any provision is null or voidable, the remaining provisions remain valid.
- The invalid provision will be replaced with one that most closely reflects the original intent.
Governing Law and Jurisdiction
- Dutch law exclusively governs all agreements.
- The competent court in the district where Aquasol Solar is located has exclusive jurisdiction, unless mandatory law states otherwise.
Drafted on 2 March 2020


