Terms of service

Article 1: General Provisions

These terms and conditions apply to every offer, quotation, and agreement between N&J Connect, hereinafter referred to as the “Contractor,” and a Client for whom the Contractor has declared these terms applicable, unless the parties have explicitly and in writing deviated from these terms.
These terms also apply to acts carried out by third parties engaged by the Contractor in connection with the assignment.

These general terms are also written for the employees of the Contractor and its management.

The applicability of any purchasing or other conditions from the Client is explicitly rejected.

If one or more provisions of these general terms are at any time wholly or partially void or annulled, the other provisions of these terms will remain fully applicable. In such a case, the Contractor and the Client will consult to agree on new provisions to replace the void or annulled provisions, maintaining the intent and scope of the original provisions as much as possible.

If there is any ambiguity regarding the interpretation of one or more provisions of these general terms, the interpretation shall be made “in the spirit” of these provisions.

If a situation arises between the parties that is not covered by these general terms, it should be assessed in the spirit of these terms.

The Contractor’s failure to demand strict compliance with these terms at all times does not mean that the provisions no longer apply, nor does it imply that the Contractor loses the right to demand strict compliance with the provisions of these terms in other cases.

Article 2: Quotations and Offers

All quotations and offers from the Contractor are non-binding unless a period for acceptance is specified in the quotation. If no acceptance period is specified, the offer expires after 30 days.

The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that these, or parts thereof, contain an obvious error or mistake.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including travel, accommodation, shipping, and administrative expenses unless otherwise indicated.

If the acceptance deviates (even on minor points) from the offer stated in the quotation, the Contractor is not bound by it. In such a case, the agreement will not be established in accordance with the deviating acceptance unless the Contractor indicates otherwise.

A composite price quotation does not obligate the Contractor to execute part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3: Contract Duration, Execution Terms, Risk Transfer, Execution, and Modification of the Agreement

The agreement between the Contractor and the Client is entered into for a fixed term unless the nature of the agreement indicates otherwise or if the parties explicitly and in writing agree otherwise.

If a term is agreed upon or specified for the execution of certain activities or the delivery of specific goods, this is never a strict deadline. If the term is exceeded, the Client must give the Contractor written notice of default, granting a reasonable period for compliance with the agreement.

The Contractor will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of professional craftsmanship, based on the current state of knowledge.

The Contractor is entitled to have certain activities carried out by third parties. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is explicitly excluded.

The Contractor is entitled to execute the agreement in phases and to invoice each completed phase separately.

If the agreement is carried out in phases, the Contractor may suspend the execution of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.

The Client is responsible for providing all data deemed necessary by the Contractor, or which the Client can reasonably understand to be necessary for the execution of the agreement, in a timely manner.

If the required data for executing the agreement is not provided to the Contractor on time, the Contractor has the right to suspend execution and/or charge the Client for the extra costs resulting from the delay, based on the then-applicable rates. Execution will not commence until the Client has provided the required data.

The Contractor is not liable for damage of any kind resulting from reliance on incorrect or incomplete data provided by the Client.

Article 4: Suspension, Dissolution, and Early Termination

The Contractor is entitled to suspend its obligations or dissolve the agreement if:

• The Client fails to fulfill the obligations under the agreement, either wholly, partially, or not on time.
• After the agreement is entered into, circumstances give the Contractor good reason to fear that the Client will not fulfill its obligations.
• The Client was asked to provide security for compliance when entering into the agreement, and this security is not provided or is insufficient.
• Circumstances arise that make compliance with the agreement impossible or that maintaining the agreement unchanged can no longer reasonably be demanded of the Contractor.

Upon dissolution of the agreement, all claims of the Contractor against the Client become immediately due.

If the dissolution is attributable to the Client, the Contractor is entitled to compensation for damages, including direct and indirect costs.

Article 5: Force Majeure

The Contractor is not obliged to fulfill any obligation towards the Client if prevented from doing so due to circumstances that cannot be attributed to the Contractor, nor by law, a legal act, or generally accepted standards.

Force majeure, as referred to in these general terms and conditions, includes, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor has no control but which prevent the Contractor from fulfilling its obligations. This includes strikes in the Contractor’s business or third parties. The Contractor also has the right to invoke force majeure if the circumstance that prevents further compliance occurs after the Contractor should have fulfilled its obligation.

The Contractor may suspend obligations under the agreement during the period of force majeure. If this period lasts longer than 20 calendar days, either party is entitled to dissolve the agreement without any obligation to compensate the other party.

If the Contractor has already partially fulfilled its obligations under the agreement at the time of the force majeure or can fulfill them, and the fulfilled or fulfillable part has independent value, the Contractor is entitled to invoice the fulfilled or fulfillable part separately. The Client must pay this invoice as if it were a separate agreement.

Article 6: Payment and Collection Costs

Payment must always be made within 30 days of the invoice date in the currency invoiced, unless otherwise stated in writing by the Contractor. The Contractor is entitled to issue periodic invoices.

If the Client fails to make timely payment of an invoice, the Client is in default by operation of law. The Client shall then owe statutory interest, calculated on the outstanding amount from the date the default begins until full payment.

The Contractor has the right to allocate payments made by the Client first to costs, then to accrued interest, and finally to the principal and current interest. The Contractor may refuse a payment offer if the Client indicates a different allocation order. The Contractor may also refuse full repayment of the principal if the accrued and current interest and collection costs are not paid simultaneously.

The Client is never entitled to offset amounts owed to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation.

Clients who cannot invoke Section 6.5.3 (Articles 231 through 247 of Book 6 of the Dutch Civil Code) are also not entitled to suspend payment of an invoice for any reason.

If the Client defaults in the (timely) fulfillment of their obligations, all reasonable costs incurred to obtain payment out of court will be borne by the Client. These extrajudicial costs will be calculated based on customary methods in Dutch collection practices, currently the method described in the Voorwerk II report. If the Contractor incurs higher collection costs that were reasonably necessary, these will also be charged. Any judicial and execution costs will also be borne by the Client. The Client also owes interest on the collection costs due.

Article 7: Retention of Title

All items delivered under the agreement remain the property of the Contractor until the Client has fulfilled all obligations under the agreement(s) concluded with the Contractor.

Items delivered by the Contractor under the retention of title may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or otherwise encumber items under the retention of title.

The Client must always do what may reasonably be expected to safeguard the Contractor’s property rights.

If third parties seize goods delivered under retention of title or wish to establish or enforce rights to them, the Client must immediately notify the Contractor. The Client also undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft, and to provide the insurance policy for inspection upon the Contractor’s request. In the event of an insurance payout, the Contractor is entitled to these funds.

If the Contractor wishes to exercise its ownership rights as referred to in this article, the Client grants unconditional and irrevocable permission in advance to the Contractor and third parties designated by the Contractor to enter all locations where the Contractor’s property is located and to repossess these items.

Article 8: Warranties, Inspection, and Complaints, Limitation Period

Items delivered by the Contractor comply with the customary requirements and standards reasonably expected at the time of delivery for their normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. For use outside the Netherlands, the Client must verify the suitability for use there and meet the conditions imposed on them. The Contractor may impose different warranty or other conditions for such use.

The warranty mentioned in this article is valid for 6 months after delivery unless the nature of the delivered items dictates otherwise or if the parties agree otherwise. If the Contractor’s warranty concerns an item produced by a third party, the warranty is limited to what is provided by the producer of the item, unless otherwise stated.

The warranty does not apply if defects are caused by or result from improper or inappropriate use, use beyond the expiration date, incorrect storage or maintenance, or unauthorized modifications or repairs by the Client or third parties.

The Client is obliged to inspect the delivered items immediately upon availability and notify the Contractor of visible defects in writing within 5 days. Non-visible defects must be reported within 14 days of discovery. Complaints must include a detailed description of the defect.

If the Client fails to report a defect in time, the right to repair, replacement, or compensation lapses. If a defect is established and timely reported, the Contractor will, at its discretion, repair or replace the defective item or offer compensation.

Article 9: Liability

• If the Contractor is liable, such liability is limited as set out in this article.
• The Contractor is not liable for damage caused by relying on incorrect or incomplete data provided by or on behalf of the Client.
• If the Contractor is liable, such liability is limited to the invoice value of the order or the portion of the order to which the liability relates, with a maximum equal to the amount covered by the Contractor’s insurance policy.
• The Contractor is only liable for direct damages, defined as reasonable costs incurred to establish the cause and extent of the damage, reasonable costs to make the Contractor’s performance conform to the agreement, and reasonable costs to prevent or limit damages.
• The Contractor is not liable for indirect damages, including consequential damages, lost profits, missed savings, and business interruption losses.
• The limitations of liability do not apply in cases of intent or gross negligence by the Contractor or its managerial subordinates.

Article 10: Indemnification

The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the performance of the agreement, provided the cause cannot be attributed to the Contractor. Should the Contractor be held liable by third parties in this regard, the Client is obligated to assist the Contractor both in and out of court and to promptly take all necessary actions reasonably expected of them.

If the Client fails to take adequate measures, the Contractor is entitled, without issuing a notice of default, to take such measures itself. All costs and damages incurred by the Contractor and third parties as a result will be fully borne by the Client.

Article 11: Intellectual Property

All industrial and intellectual property rights, such as copyrights, trademark rights, patents, design and model rights, and so forth, arising with the Contractor during this agreement and relating to the assignment, belong to the Contractor and are considered to have been transferred to the Contractor without requiring further action or transfer, and without the Client being entitled to compensation. The Contractor is obliged to inform the Client of any discoveries that could lead to such rights at the earliest opportunity.

The Contractor is not permitted to disclose, reproduce, distribute, sell, rent, deliver, or otherwise trade the results of its work or offer them to others without the Client’s consent.

The Contractor retains all rights and authority regarding industrial and intellectual property, such as copyrights, trademark rights, patents, and model rights, as granted under the Copyright Act and other intellectual property legislation. The Contractor has the right to use the knowledge gained during the execution of an agreement for other purposes, provided no strictly confidential information from the Client is shared with third parties.

Article 12: Applicable Law and Disputes

All legal relationships involving the Contractor are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the other party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.

The court in the Contractor’s place of business has exclusive jurisdiction to hear disputes, unless mandatory legal provisions dictate otherwise. However, the Contractor reserves the right to submit the dispute to the competent court according to the law.

Parties will only appeal to the court after making every effort to resolve a dispute through mutual consultation.

Article 13: Place of Filing and Amendments to Terms and Conditions

These terms and conditions are filed with the Chamber of Commerce in Apeldoorn.
The most recently filed version or the version applicable at the time of establishing the legal relationship with the Contractor will always apply.
The Dutch text of these general terms and conditions is always decisive for their interpretation.

Disclaimer

Limited Liability
N&J Connect strives to update and/or supplement the content of the general terms and conditions as often as possible. Despite this care and attention, it is possible that the content is incomplete and/or incorrect.

The services offered in the general terms and conditions are provided without any form of guarantee or claim to accuracy. These services may change at any time without prior notice from N&J Connect.

In particular, all prices mentioned in offers or agreements are subject to typing and programming errors. No liability is accepted for the consequences of such errors. No agreement will be concluded based on such errors.

Copyrights
All intellectual property rights relating to these materials are owned by N&J Connect.
Copying, distribution, or any other use of these materials is not permitted without prior written permission from N&J Connect, unless otherwise stipulated in mandatory legal provisions (such as quotation rights) or unless otherwise indicated for specific materials.

Miscellaneous
This disclaimer may be amended from time to time.