General Conditions Learning Associates International B.V.

  1. Applicability
  2. Definitions
  3. Offers
  4. Delivery periods
  5. Delivery
  6. Registration for training
  7. Agreement
  8. Software support
  9. Price and payment
  10. Complaints
  11. Cancellation/suspension of training
  12. Annulment
  13. Expulsion
  14. Intellectual property
  15. Competition clause
  16. Retention of title
  17. Liability LAI
  18. Indemnification
  19. Act of God
  20. Warranty
  21. Applicable law and disputes

1. Applicability

These General Conditions apply to all offers and agreements, by which Learning Associates International B.V., subsequently named “LAI”, delivers goods and/or services of any kind to the other party, also if these goods or services are not (precisely) described in these conditions, this being the case if and in as far as these General Conditions are referred to and if the parties have not explicitly agreed otherwise in writing. Possible purchase- or other conditions by the other party do not apply unless accepted by LAI explicitly in writing. A copy of these General Conditions will be sent on first request.

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2. Definitions

Training: All training programs or parts thereof, consisting of one or more half days, organized by LAI or on its behalf.

Participant: The natural person who actually participates in a training.

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3. Offers

3.1 All offers, tenders and price indications, made by LAI in whatever form are subject to alteration without notice and are based on the data, designs, drawings and data derived from the aforementioned, supplied by the other party.

3.2 An offer is binding only if it was made in writing by LAI by stating a period of time during which the offer is open for acceptance.

3.3 Price lists, brochures, printed matter etc. supplied by LAI are subject to alterations and do not qualify as an offer.

3.4 LAI reserves the right to reject orders without reasons, to deliver C.O.D. or to require payment in advance.

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4. Delivery periods

4.1 All (delivery) periods mentioned by LAI are determined to best knowledge based on the data known to LAI upon concluding the agreement and they will be complied with as much as possible. LAI is not bound by (delivery) periods which cannot be met because of circumstances that arose after concluding the agreement and which could not be anticipated beforehand. LAI is not liable for possible damage which originates for the other party or third persons as a consequence of the non-timely fulfillment.

4.2 If exceeding any period is imminent, LAI and the other party will consult with each other as quickly as possible. An excessive exceeding of periods can be regarded as a reason to annul the agreement, in compliance with the regulations in sections 12, 17 and 18.

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5. Delivery

5.1 Unless agreed otherwise in writing, the delivery takes place ex LAI-warehouse. For coverage of the costs in this connection LAI charges for each order 25,00 Euro. From the moment of delivery all risks of loss, perish, damage etc., regardless of its cause, are transferred to the other party.

5.2 If at the delivery of the goods the other party refuses to receive them LAI is entitled to charge the transport costs with a minimum of 100.00 Euro.

5.3 If it is agreed that the deliveries will take place in phases, LAI may postpone the deliveries of the subsequent phases till the other party has approved of the completion of the previous phase in writing and has met its (financial) obligations regarding the partial delivery. In case of partial deliveries LAI is entitled to invoice these separately.

5.4 If the goods after expiry of the delivery period are available to the other party but are not purchased by it, the goods will be stored at its disposal at its own cost and risk.

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6. Registration for training

6.1 Registration for a training is effected exclusively by sending via mail, fax or e-mail a registration form duly filled-in, set up by LAI.

6.2 LAI is entitled to refuse the registration for a training if in such a case the prior knowledge of the participant is insufficient for the training in question and also in case that the other party may owe any amount of money, irrespective of the reason, to LAI.

6.3 The other party is entitled to substitute the participant registered for a training by another one. However, the company is bound to inform LAI in writing.

6.4 LAI presents the participant with a participation certificate at the end of the training. This is only the case if the participant has been present at the entire training and has paid the full amount.

6.5 The training program is described in the most recent documentation of LAI. LAI is entitled to modify the training program as well as to change the time and the location of the training. LAI will in such cases inform the other party in time.

6.6 The copyright as well as all other rights of intellectual or industrial property regarding all software, machines or other materials (such as analyses, designs, documentation, reports, offers etc.) delivered by LAI to the other party, remain exclusively with LAI or its licensors. The other party only obtains the user rights which are granted explicitly through these conditions, unless anything different is agreed explicitly in a written document by LAI and the other party.

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7. Agreement

7.1 An agreement is established after LAI has confirmed an order in writing or after LAI has started the execution of the order. The order confirmation is supposed to present the agreement correctly and completely, unless the other party objects within 5 (five) working days in writing.

7.2 For deliveries for which in connection with the kind and/or size no order confirmation is sent, the invoice obtains at the same time as order confirmation which is supposed to present the agreement correctly and completely, unless the other party protests without delay.

7.3 Additions and changes to an agreement are binding for LAI only if confirmed by LAI in writing.

7.4 LAI is entitled, if LAI deems this necessary or desirable, to call in third persons for a correct execution of the order received by LAI. The corresponding costs will be on-charged to the other party, in conformity with the price indications given.

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8. Software support

8.1 The term software support means the execution by LAI of various tasks, specifically agreed with the other party, in the area of software support, as described in a separate order specification.

8.2 Software support is executed by an employee, to be designated by LAI, who executes the work under the supervision and according to the instructions of the other party.

8.3 If system administration takes place by using telecommunication facilities the other party will provide LAI with entry codes. LAI will handle these codes with care, is however not liable for any abuse, unless it happens on purpose and/or through gross negligence.

8.4 LAI is furthermore not liable for mutilation or loss of data or processing results during the transmission of data through telecommunication facilities. Regarding the liability of LAI the rules limiting its liability and included in these General Conditions obtain.

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9. Price and payment

9.1 All prices are exclusive of Value Added Tax (VAT; called BTW in Dutch, note by the translator) and other levies imposed by the authorities.

9.2 If the performances to be executed by LAI change and/or extend in a series of connecting periods, LAI is entitled to change its prices unilaterally. The intention regarding a price change will be made known in writing to the other party at least two months before entering into force. If the price change is not accepted by the other party the agreement from which the payment obligation is derived shall be deemed as terminated on the date, on which the price change would commence.

9.3 The other party is obliged to pay the sum payable for the training in advance. Directly after registration LAI sends an invoice to the other party. The sum payable has to be credited to LAI’s bank account at least two days before the commencement of the training.

All other invoices shall by paid by the other party according to the payment conditions stated on the invoice. In default of specific conditions the other party will pay within 14 days after the date of the invoice.

Payment will take place without any deduction or deferment for whatever reason, except for the case that through arbitrational or judicial decision it was determined that the other party has a deductible counterclaim or has a reason for deferment.

9.4 In case of payment in arrears LAI is entitled to refuse the participant’s attendance to the training.

9.5 In case that undergoing an examination forms part of a training, the other party is obliged to pay examination fees, the payment of which has to be effected towards LAI at least 2 (two) days prior to the examination date.

9.6 If the other party does not pay the amount due within the agreed period of time LAI can charge with respect to the sum payable, without any proof of default being necessary, an interest rate of 1,5% per month from the expiry date onwards. If the other party is tardy to pay the sum due, the claim can be parted with; in this case the other party is obliged to pay in addition to the sum total due at that time also the legal and non-legal (collection) costs. The non-legal collection costs will be calculated according to the tariff of the Dutch Association of Barristers, with a minimum of 250 Euro.

9.7 Invoices against which no protest is received within 14 (fourteen) days after the invoice date are presumed to be accepted by the other party.

9.8 If the other party, despite reminder and injunction, is in default to meet its obligations LAI is at all times entitled to defer meeting its own obligations, without prejudice to the other party’s obligation to fulfill its obligations.

9.9 If the creditworthiness of the other party provokes this, LAI can demand further security and may in default thereof defer the execution of the agreement.

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10. Complaints

10.1 The other party is obliged to inspect the packaging directly and as completely as possible upon delivery with respect to possible damages and/or defects, but has to do this in any case the following working day. Possible damages and/or defects of the packaging have to be indicated, if discovered upon delivery, on the delivery slip, on the invoice and/or on the transport document and if these are not stated upon delivery but within the period of time mentioned in this regard, have to be reported in writing to LAI directly but at the latest within 2 (two) working days after their discovery.

10.2 Breakdowns and defects which cannot have been stated in all fairness within the period of time mentioned in subsection 1 of section 10, have to be reported in writing to LAI immediately after their discovery and at the latest within 5 (five) working days after delivery of the goods.

10.3 After the expiry of the periods of time mentioned in subsections 1 and 2 of section 10 the other party is deemed to have approved and accepted the delivered goods. LAI then no longer deals with complaints.

10.4 If and in as far as complaints are judged by LAI to be well-founded, LAI is exclusively obliged to restore the defect(s) or to exchange the faulty goods, the choice to be made by LAI, without the other party being entitled to assert its right with respect to whatever compensation.

10.5 Complaints do not relieve the other party from its payment obligations towards LAI.

10.6 Returning the delivered goods can only take place after previous agreement in writing given by LAI. In case of repair or exchange of faulty goods the other party is obliged to return the goods at its own expense to an address to be specified by LAI.

10.7 If it turns out that the goods returned to LAI by the other party were sent back in damaged and/or non-original packaging, LAI is entitled, in addition to on-charging other costs, to credit only 85% of the amount stated on the invoice.

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11. Cancellation/suspension of training

11.1 Cancellation by the other party has to take place in writing.

11.2 In case of cancellation till three weeks before the commencement of the training the cancellation is free of charge.

11.3 In case of cancellation at a point of time between three weeks and one week before the commencement of the training the other party has to pay 50%, and in case of cancellation within one week before the commencement of the training 100%, of the amount owed by the company for the training.

11.4 In case a participant is unable to attend a training or does not participate in this training, the other party has to pay the full amount regarding this training to LAI.

11.5 If a participant is unable to attend a training due to urgent (medical) reasons, LAI can defer the rights of a participant to attend a training. To this end the other party has to submit a request in writing to LAI, which shall be decided upon in writing by LAI within 14 (fourteen) working days following the receipt of this request.

11.6 For didactic reasons a maximum number of participants for a training is determined. In case this number is exceeded, to those who were the last ones to confirm their participation, an alternative date is proposed. The date of receipt of the registration in writing at the training center is regarded as the date of confirmation.

11.7 In case of an insufficient number of registrations or an insufficient number of participants LAI is entitled to fix another date for the training. In that case LAI will inform the other party on time.

11.8 Cancellation of the ordering of goods has to be effected by the other party in writing prior to delivery.

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12. Annulment

12.1 The agreement can only be ended, unless parties do agree otherwise and/or unless elsewhere in these General Conditions it is determined otherwise, by annulment and this exclusively if the other party, after well-founded proof of default in writing, is accountably remiss in meeting its obligations ensuing from this agreement. The annulment has to be effected in writing, addressed to the other party; judicial intervention is not required.

12.2 If the other party had already received, at the time of annulment, performances regarding the execution of the agreement, it can only partially annul the agreement and only for that part which has not yet been executed by LAI. Amounts invoiced by LAI before the annulment in connection with what LAI has performed or delivered regarding the execution of the agreement remain due without change and fall directly due at the date of annulment.

12.3 Contrary to the regulation stated in subsection 1, section 12 LAI can partially or entirely terminate the agreement, without judicial intervention, taking effect at once, by way of notification in writing towards the other party, if the other party is in a state of bankruptcy, if it is granted, be it temporarily or not, a moratorium, if it is otherwise not able to comply with its payment obligations or if its company is liquidated or ended, for a reason other than reconstruction or merger of companies.

12.4 LAI is never obliged to pay any compensation because of annulment.

12.5 LAI cannot terminate the agreement of the order, unless: the agreement is valid for an indefinite period of time and does not end with the completion; LAI terminates the agreement because of significant reasons and is in all fairness not ready to execute the order according to the instruction given.

12.6 In the cases mentioned in subsection 5 of this section the other party has to pay a remuneration towards LAI, proportional to the work done so far.

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13. Expulsion

13.1 Each participant in a training and/or an examination is obliged to prove, at LAI’s request i.e. at the request of the training instructor, his identity according to the requirements of Dutch law on the obligation to establish identification.

13.2 LAI reserves the right to expel a participant in case of misbehaviour from one or more parts of the training. LAI is obliged to inform the other party at once in writing.

13.3 In case of expulsion there is no right to fully or partially restitute the sum due for the training.

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14. Intellectual property

14.1 All rights concerning trainings held by LAI, curricula developed and training material used or to be used remain with LAI. Nothing from the trainings held by LAI, curricula developed and training material used or to be used may be copied, archived or made public in whatever form without prior written consent by LAI.

14.2 The other party is not allowed, based on the training held by LAI, on the developed curricula and on the training material used, to itself develop or develop in cooperation with third persons a similar training or to hold such a training without written consent by LAI.

14.3 The property and all rights on intellectual property regarding software products and the underlying source code remain at all times with the suppliers of LAI, unless explicitly agreed otherwise in writing. The other party shall neither remove nor alter any distinguishing marks regarding intellectual property rights of the proprietor.

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15. Competition clause

The other party agrees not to employ or to have services rendered by any members of the personnel or other persons who are/were/will be directly or indirectly engaged with the execution of the agreement through LAI or on behalf of LAI during the duration of the agreement and during a period of 2 (two) years thereafter, without LAI’s written consent.

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16. Retention of title

16.1 All goods delivered to the other party remain LAI’s property till all amounts the other party owes for the goods delivered or to be delivered or the work done or to be done according to the agreement, as well as all amounts mentioned in subsection 6 of section 9 are fully paid to LAI. Rights are always granted or, in this case, transferred to the other party under the condition that the remunerations agreed are paid by the other party in time and in full.

16.2 The other party is entitled to on-sell the software products to end users. The other party may grant its own end user a non-exclusive and non-transferable sub-license for the use of software products from LAI’s supplier according to the respective software license conditions.

16.3 This authorization does not allow the other party to copy the software products and the pertaining documentation by LAI or its supplier or to lend those against remuneration or to make those available to its end users other than by way of the sub-license mentioned.

16.4 The other party is bound to inform the end user about the limited right of the sub-license as well as about the obligation to read the operating instructions before using the goods so as to have the rights regarding valid warranties and/or clauses regarding liability remain in force.

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17. Liability LAI

17.1 LAI is only liable for direct damage suffered by the other party and/or the participant, which is the direct cause of a serious inadequacy in meeting its obligations deriving from the agreement. LAI is not liable regarding any consequential damage.

17.2 LAI’s possible liability is at all times limited to at most the sum paid out by the liability insurer through the liability insurance to LAI regarding the damaging fact. The sum possibly owed by LAI can in no case exceed this compensation.

17.3 LAI shall in fairness do everything to have the trainings take place. LAI will also not be liable if its trainings do not take place because of reasons outside its range of influence.

17.4 A condition for the manifestation of any right regarding compensation is always that the other party inform LAI in writing as quickly as reasonably possible, of the damage.

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18. Indemnification

18.1 The other party indemnifies LAI against: liabilities from third persons, including employees of the other party who suffer a damage being the consequence of wrongful acting by LAI employees who are made available to the other party and who work under the latter’s supervision or according to its instructions; liabilities by third persons, including employees of the other party who suffer a damage in connection with the execution of the agreement which is the consequence of acting or failing to act by the other party or of unsafe situations in its company; liabilities by third persons who suffer a damage being the consequence of a defect in products delivered or services rendered by LAI which are used, altered or on-delivered by the other party by adding or in connection with products, software or services of the other party, unless the other party proves that the defect is not the consequence of use, alteration or on-delivery as aforementioned.

18.2 LAI never is liable for damages and/or extra costs ensuing from the use of materials, printing means and magnetic appliances, which do not meet the requirements set by LAI or the manufacturer.

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19. Act of God

None of the parties is bound to meet any obligation if it is unable to do so as a consequence of a circumstance which cannot be caused by its fault nor can be attributed to it by law, legal act or understandings valid in business practice.

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20. Warranty

20.1 Except for the terms stated in subsection 4 of this section, the goods delivered by LAI are under warranty concerning material- and manufacturing defects. The warranty implies exclusively that LAI will repair these failures to its best ability or shall exchange the goods, the choice and the judgment to be made by LAI. Software which will be exchanged according to this warranty becomes LAI’s property. Defects have to be reported to LAI in writing in order to have them dealt with. Recovery of lost data is not part of this warranty.

20.2 The warranty is not applicable if the defects are entirely or partially the consequence of incorrect, negligent or incompetent use, of use for other than normal (business) purposes, of causes coming from outside, as e.g. damage because of fire or water, or if the goods are altered or serviced by a party other than LAI.

20.3 The only and entire compensation for LAI is to meet its warranty obligations. LAI is not bound by further obligations and the other party is not entitled to a claim to annul the agreement.

20.4 In case LAI buys the goods from a supplier, the warranty is limited to the applicable warranty by the supplier. LAI will inform the other party on the latter’s request regarding the applicable clauses.

20.5 Repair outside the applicable warranty will be charged by LAI.

20.6 Unless agreed otherwise no guarantee clauses exist regarding the trainings held by LAI.

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21. Applicable law and disputes

21.1 For the General Conditions as well as for the agreements between LAI and the other party ensuing from the General Conditions only Dutch law is applicable.

21.2 All disputes which might arise between LAI and the other party will be brought to the authorized judge in Rotterdam.

21.3 The Dutch text of this document or any further agreement deriving from it, concluded by the parties, is decisive.

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