Terms of service

GENERAL TERMS AND CONDITIONS OF CLEAR WATER NOW B.V.

Version 1.0

Article 1. Definitions

  1. Clear Water Now B.V., established in Enkhuizen, the Netherlands, is hereinafter referred to as "CWN".

  2. The other party shall be referred to as the "Client".

  3. These Terms and Conditions apply to all offers, quotations, agreements, deliveries, services, installations, software services, pilot projects and all other activities performed by CWN.

  4. Any deviations from these Terms and Conditions shall only be valid if agreed upon in writing.

  5. The applicability of any general terms and conditions of the Client is expressly excluded.

Article 2. Quotations and Agreements

  1. All quotations are non binding unless explicitly stated otherwise in writing.

  2. Quotations remain valid for a period of thirty (30) days.

  3. Obvious errors, mistakes or clerical inaccuracies shall not be binding upon CWN.

  4. An agreement shall be concluded upon written confirmation by CWN or as soon as CWN commences performance of the agreed activities.

Article 3. Prices

  1. All prices are exclusive of VAT and other applicable taxes.

  2. Transportation, installation, travel time, accommodation expenses, permits and other project related costs are excluded unless stated otherwise.

  3. CWN is entitled to pass on increases in the cost of materials, components, energy, transportation or labor that arise after the agreement has been concluded.

Article 4. Delivery Times

  1. Delivery times provided by CWN are indicative only.

  2. Exceeding a delivery time shall not entitle the Client to compensation, termination of the agreement or suspension of payment obligations.

  3. Delivery times shall automatically be extended if:
    a. required information is not provided in a timely manner;
    b. modifications to the agreement are made;
    c. force majeure occurs;
    d. payment obligations are not fulfilled on time.

Article 5. Delivery and Risk

  1. The risk of delivered products shall pass to the Client as soon as the products have been delivered or made available.

  2. Transportation shall be at the expense and risk of the Client unless agreed otherwise in writing.

  3. The Client shall inspect deliveries immediately upon receipt.

Article 6. Installation and Execution

  1. The Client shall provide safe access to the installation site.

  2. The Client shall provide all required information in a timely manner.

  3. Any permits, approvals and authorizations required shall be the responsibility of the Client.

  4. Additional activities not included in the quotation shall be considered additional work.

Article 7. Additional Work

  1. Activities outside the agreed scope shall be invoiced separately.

  2. Additional work may be announced by CWN either verbally or in writing.

  3. Additional work may affect the agreed planning and delivery schedule.

Article 8. Technology and Performance

  1. CWN supplies systems based on nano cavitation, ultrasonic technology, monitoring and related water treatment technologies.

  2. The operation and performance of the supplied systems depend on various factors, including but not limited to:
    a. water quality;
    b. microbiological load;
    c. biofilm formation;
    d. system design;
    e. flow rate;
    f. temperature;
    g. water retention time;
    h. maintenance of the installation;
    i. operational conditions.

  3. CWN does not guarantee specific reduction rates of biofilm, bacteria, algae, fungi, pathogens or other contaminants unless explicitly agreed upon in writing.

  4. CWN systems do not replace any legal obligations relating to water safety, disinfection, monitoring, quality control or other applicable laws and regulations.

  5. The Client remains fully responsible at all times for compliance with applicable laws and regulations and for monitoring water quality within its own installation or process.

  6. Any warranty provided relates solely to the proper functioning of the supplied product and does not extend to the achievement of specific water quality, biofilm reduction, microbiological, hygienic or process related results.

Article 9. Pilot Projects

  1. Pilot projects are conducted to assess technical feasibility and application possibilities.

  2. Results obtained during a pilot project do not constitute a guarantee of future performance.

  3. Pilot results may not be used for commercial claims or publications without prior written consent from CWN.

  4. Ownership of all technical knowledge, analyses and findings generated during a pilot project shall remain with CWN.

  5. Additional Pilot Terms and Conditions may apply to pilot projects. These shall be provided upon request and shall form an integral part of each pilot agreement.

Article 10. CWN Control Portal and Software

  1. CWN may provide online software, dashboards, firmware updates, cloud functionalities and other digital services.

  2. CWN aims for high availability but does not guarantee uninterrupted operation.

  3. Temporary interruptions or outages shall not give rise to any claim for compensation.

  4. CWN may modify, improve or expand software, firmware and functionalities.

  5. The Client receives only a non exclusive right of use.

Article 11. Confidentiality

  1. All technical documentation, designs, drawings, software, quotations and know how provided by CWN shall be treated as confidential.

  2. Such information may not be copied, shared or disclosed without prior written consent from CWN.

  3. This confidentiality obligation shall survive termination of the agreement.

Article 12. Intellectual Property

  1. All intellectual property rights shall remain the property of CWN.

  2. This includes but is not limited to:
    a. software;
    b. firmware;
    c. drawings;
    d. schematics;
    e. documentation;
    f. calculations;
    g. product designs.

  3. The Client shall not acquire any ownership rights.

Article 13. Complaints

  1. Complaints must be submitted in writing within fourteen (14) days after discovery.

  2. After this period all rights relating to the complaint shall lapse.

  3. Submitting a complaint does not suspend the Client’s payment obligations.

Article 14. Payment

  1. Invoices shall be paid within thirty (30) days from the invoice date unless agreed otherwise in writing.

  2. Failure to pay on time shall place the Client in default by operation of law.

  3. Statutory commercial interest shall be due from the due date onward.

  4. All judicial and extrajudicial collection costs shall be borne by the Client.

  5. CWN shall be entitled to suspend its activities until all outstanding invoices have been paid.

Article 15. Warranty

  1. Unless otherwise agreed in writing, products supplied by CWN are covered by a warranty period of twelve (12) months from the date of delivery.

  2. The warranty applies exclusively to material, manufacturing and construction defects occurring during the warranty period.

  3. If CWN determines that a warranty claim is valid, CWN shall, at its sole discretion:
    a. repair the product;
    b. replace the product;
    c. credit a reasonable portion of the purchase price.

  4. The warranty does not provide entitlement to compensation for consequential damages, business interruption, loss of profits, production losses, downtime losses or any other indirect damages.

  5. The warranty shall become void if:
    a. the product has been used improperly;
    b. the product has been improperly installed;
    c. maintenance has been insufficient or incorrect;
    d. modifications or repairs have been carried out by third parties;
    e. the product has been used contrary to the instructions provided in the manual;
    f. damage results from external influences, contamination, aggressive chemicals, power surges, lightning strikes, flooding, fire or other causes beyond the control of CWN.

  6. Transportation, travel, accommodation, dismantling, installation and shipping costs are not covered under warranty unless otherwise agreed in writing.

  7. Additional product specific warranty conditions may be included in the relevant user manual and product documentation. Such conditions form an integral part of the agreement.

  8. The Client shall provide CWN with the opportunity to investigate any warranty claim before repair, replacement or credit is granted.

  9. A warranty claim does not suspend the Client’s payment obligations.

Article 16. Retention of Title

  1. All products supplied by CWN shall remain the property of CWN until full payment has been received.

  2. The Client may not pledge, transfer or otherwise encumber such products until ownership has passed.

Article 17. Force Majeure

  1. Force majeure shall mean any circumstance beyond the reasonable control of CWN.

  2. Force majeure includes but is not limited to:
    a. war;
    b. pandemics;
    c. cyber attacks;
    d. transportation disruptions;
    e. supply chain disruptions;
    f. energy failures;
    g. extreme weather conditions.

  3. During a force majeure event, CWN's obligations shall be suspended.

Article 18. Liability

  1. The total liability of CWN shall be limited to the invoice amount relating to the relevant delivery or assignment.

  2. If insurance coverage applies, liability shall be limited to the amount actually paid out by the insurer.

  3. CWN shall never be liable for:
    a. consequential damages;
    b. production losses;
    c. loss of profits;
    d. business interruption;
    e. reputational damage;
    f. loss of data;
    g. environmental damage;
    h. claims by third parties.

  4. Any claim shall expire twelve (12) months after the Client became aware, or could reasonably have become aware, of the damage and the potentially liable party.

Article 19. Cancellation

  1. Cancellation of an assignment by the Client shall only be possible with the prior written consent of CWN.

  2. In the event of cancellation, a minimum of twenty percent (20%) of the agreed contract value shall be payable.

  3. Any costs already incurred and materials already ordered shall be charged in full.

Article 20. Governing Law and Disputes

  1. All agreements between CWN and the Client shall be governed exclusively by the laws of the Netherlands.

  2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

  3. Any disputes arising out of or relating to the agreement shall be submitted exclusively to the competent court in the district where CWN has its registered office.

Article 21. Final Provisions

  1. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  2. The parties shall replace the invalid or unenforceable provision with a valid provision that most closely reflects the original intent.

  3. Failure by CWN to enforce any provision of these Terms and Conditions shall not constitute a waiver of any right.