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General delivery terms &
conditions Nedplex
Article 1: Definitions
1.1. User: Nedplex and its legal successors.
1.2. Customer: natural and legal persons who
conclude an agreement with Nedplex.
Article 2: General
2.1. These conditions apply to all offers and
agreements between the user and the
customer, unless this is explicitly deviated
from in writing.
2.2. The user explicitly rejects the
applicability of any conditions from the
customer.
2.3. If any condition becomes fully or partly
void or invalid, the remaining conditions
remain in full force. The user will then work
with the customer to replace the void or
voided condition by a new condition. The
new condition is drawn up according to the
purpose and intent of the condition to be
replaced.
2.4. These conditions also apply to
agreements whereby user uses third parties
for implementation.
2.5. In case of lack of clarity concerning a
condition, it must be interpreted in the spirit
of these terms and conditions. This
explanation is also used when a situation
arises that is not covered in these conditions.
2.6. The user can, to the benefit of the
customer, deviate from these conditions or
implement them in a different manner.
However, this does not mean that these
conditions do not apply. The user reserves
the right to require compliance with these
conditions.
Article 3: Offer
3.1. The offer is non-binding and valid for 14
days following the date of the offer.
3.2. If the customer has not accepted the
offer in writing within the time limit, the offer
expires and the user is entitled to amend the
offer or withdraw it.
3.3. The user has the right to amend an offer
or withdraw when it is based on inaccurate or
incomplete information provided by the
customer.

Article 4: Agreement
4.1. The agreement is concluded in writing
and for an indefinite period, unless the
nature or content of the agreement dictates
otherwise.
4.2. The agreement sets out the services to
be performed and the products to be
delivered and includes the hourly rate or
agreed price. When it appears the agreement
is not sufficient, or if one of the parties
wishes to amend the agreement, this can be
done in mutual agreement. The agreed price
may possibly be changed. The change is
agreed in writing.
4.3. In the implementation of the agreement,
the user adheres to the requirements of good
craftsmanship. The user implements the
agreement to his best knowledge and
abilities, based on the known state of the art
at that time. The user only has a best efforts
obligation and does not guarantee to achieve
a desired result.
4.4. When dividing the agreement into
separate parts, the user can choose to do
invoicing separately. The user can suspend
parts of the agreement if he needs approval
for the results of the previous part.
4.5. The user has the right to amend the
agreement or withdraw when the agreement
is based on inaccurate or incomplete
information provided by the customer. The
user can suspend the agreement or charge
extra when the customer does not provide
the required information in a timely,
inaccurate or incomplete manner.
4.6. The user may terminate or modify the
agreement at any time with a notice period
of one month. The user may terminate or
modify the agreement at any time without
prior notice if there are circumstances that
prevent the execution of the agreement or in
case the unaltered maintenance of the
agreement cannot be demanded from the
user. The customer cannot make interim
changes or terminate the agreement.
4.7. At the discretion of the user, the
agreement may be fully or partially carried
out by a third party.
4.8. The user may suspend or terminate the
agreement with immediate effect if the
customer fails to, or in a timely manner,
comply with the obligations in the agreement

or these conditions or the user has a well-
founded fear that this will occur and this
default justifies suspension or termination. In
this case, the user has no obligation to pay
damages or compensation, while the
customer is obliged to do so because of
breach of contract.
4.9. The user has the right to terminate the
agreement without further notice with
immediate effect if the customer requests
suspension of payment, is granted a
suspension of payments, in case of filing
bankruptcy or applying for a debt
rescheduling arrangement, is declared
bankrupt or the debt rescheduling scheme is
pronounced or his company is liquidated.
Article 5: Right of withdrawal consumer purchases
5.1. In case of distance purchasing, a
consumer has a cooling off period of 14
calendar days whereby he can terminate the
contract without giving any reasons, except
for products or services that are excluded
from the right of withdrawal. During this
reflection period, the consumer takes care of
the product and may examine and try it as
would be usual in a shop.
5.2. The reflection period begins when the
consumer or a pre-designated third party has
received the product or final product or part
with a contract for multiple products or
components or after receiving the first
product with a contract for repeated delivery
of goods over a given period. In a contract for
the supply of digital content which is not
supplied on a tangible medium and services,
the reflection period starts one day after the
conclusion of the agreement.
5.3. If the consumer wants to use the right of
withdrawal, he shall report this
unambiguously within the reflection period
for users. The consumer must then return the
product within 14 calendar days after the
report as specified by the user. The cost of
return will be borne by the consumer.
5.4. The consumer should be able to prove
that he has used the right of withdrawal in
the prescribed manner.
Article 6: Amendment of conditions
6.1. The user reserves the right to change
these conditions. The amended conditions

take effect when they are disclosed to the
customer.
6.2. The customer reserves the right to
terminate the agreement within two weeks
after the amended conditions have been
made known to him.
6.3. If the customer does not respond within
two weeks to the communication, the user is
entitled to make assume that the customer
has accepted the amended conditions.
Article 7: Prices and payment
7.1. The agreed prices are inclusive of VAT.
7.2. Payment must be made within 14 days
after the invoice date at a bank account
designated by the user in the currency
invoiced.
7.3. Objections to the invoice must be
notified in writing to the user within 14 days
of the date of the invoice.
7.4. The customer is legally in default if he
fails to pay within the payment period. The
private customer is in default if he fails to pay
within the payment period or within a
reasonable time after notice. The customer
owes the statutory interest on the
outstanding amount from the date of default
until the date of full payment.
7.5. If the customer remains in default, all
reasonable extrajudicial and customary legal
costs related to the recovery, are charged to
the customer. Statutory interest on these
costs is also charged.
7.6. Payments by the customer will first cover
the costs of recovery, then the payment of all
interest and finally the payment of the
principal amount, even when the customer
specifies otherwise upon payment.
7.7. Without the consent of the user, the
customer is never entitled to settle a debt of
the user with an invoice. Objections raised by
the customer against the services and
products or the amount of the invoice do not
suspend the payment obligations. The
customer also may not suspend payment for
other reasons, unless he can rely on one of
the articles under Section 6.5.3. of Book 6 of
the Dutch Civil Code.
7.8. The user is entitled to have the customer
pay a deposit. The customer is required to
complement this deposit if the user considers
it desirable.

Article 8: Delivery and periods
8.1. If the delivery address of the customer is
in the Netherlands and the products are in
stock, the expected delivery time is five
working days.
8.2. An agreed period only starts after any
materials and information have been
provided by the customer. If applicable, a
period only starts after payment of an agreed
advance.
8.3. The user does his utmost best to comply
with the agreed periods, which are included
in the agreement. The user will not be in
default if they exceed the agreed periods.
8.4. The customer may only cancel the
agreement, refuse to purchase products or
refuse to pay, after he has notified the user in
writing to be in default and has given the
user a reasonable period to still comply with
the implementation of the agreement.
Article 9: Retaining ownership
9.1. The user retains ownership of all goods
delivered to the customer until the customer
has fulfilled all obligations under the
agreement. The customer has no right to sell
the goods, exchange, give away, pledge,
encumber, etc. as long as the user retains
ownership.
9.2. The customer notifies the user when
third parties seize the goods delivered, or
wish to establish or exercise rights. Any
damage to the goods comes at the risk of the
buyer. The customer is obliged to take out
insurance covering the risks so that he can
compensate this loss. The customer does
everything he can to prevent or limit damage.
9.3. The user reserves the right to take back
the delivered goods and thereby enter the
premises of the customer or third parties
involved by the customer.
Article 10: Liability
10.1. Should the user be liable for any
damages, the user's liability is limited to the
direct damages. The user's liability is limited
to the invoice value of the agreement, at
least to that part of the agreement to which
the liability relates. The user's liability is in
any case limited to the sum for which the
user is assured.
10.2. The user is never liable for indirect
damages, including consequential damages,

lost profits, lost savings and damage due to
business interruption. The user is also never
liable for damage caused because the user
assumed incorrect or incomplete information
provided by the customer.
10.3. Direct damage is exclusively: the
reasonable costs incurred to determine the
cause and extent of the damage, the
reasonable costs incurred to still implement
the agreement correctly and reasonable costs
to prevent or limit the damage. These costs
only fall under the direct damage if it is found
that the damage is attributable to the user.
10.4. The limitation of the user's liability is
only valid if there is no damage as a direct
result of intent or gross negligence by the
user, one of his subordinates or third parties.
10.5. If the user can not or does not properly
fulfil the agreement at the hands of the
customer, the customer is held responsible
for all direct and indirect damage on the part
of the user.
10.6. The customer indemnifies the user
against any claims of third parties suffering
damage in connection with the execution of
the agreement and of which the cause can be
attributed to another than the user. If for this
reason the user is addressed by third parties,
the customer is obliged to assist the user
both outside and in law and immediately do
for him which can be expected in that case.
Should the customer fail to undertake
adequate measures, the user is, without
notice, entitled to undertake these measures.
All costs and damages that result on the part
of the user and third parties are for the
account and risk of the customer.
Article 11: Intellectual Property
11.1. User retains all intellectual property
rights.
11.2. The user may use all the knowledge
that the he obtains through the execution of
the agreement for other purposes, except for
confidential data of the customer.
Article 12: Force majeure
12.1. In case of force majeure, user
obligations arising from the agreement
concluded with the customer, are suspended.
The user notifies the customer as soon as
possible of the force majeure situation.

12.2. Force majeure means, in addition to
what is understood in law and jurisprudence,
all external causes, foreseen or unforeseen,
which the user cannot influence and whereby
the user is unable to meet his obligations.
This could include, among other things:
strikes, technical complications, illness of
deployed personnel, governmental
measures, failures, etc...
12.3. The user has the right to suspend his
obligations during a force majeure. The user
has no obligation to pay any damages as a
result of the force majeure.
12.4. The parties have the right to terminate
the agreement if the force majeure lasts
longer than 60 days. The parties have no
obligation to pay any damages as a result of
the termination.
12.5. If the user has already partially fulfilled
or can still meet the agreement and the
section is of independent value, the user is
entitled to invoice this separately. There will
be a separate agreement; the customer is
therefore obliged to pay this invoice.
Article 13: Applicable law and disputes
13.1. To all legal relationships whereby the
user is party, Dutch law is exclusively
applicable, also if an agreement wholly or
partly executed abroad or if the party
involved in the legal relationship resides
there. The applicability of the Vienna Sales
Convention is excluded.
13.2. The court in the location of the user is
exclusively competent to take note of any
disputes, unless the law requires otherwise.
Nevertheless, the user has the right to submit
the dispute to the legally competent court.
13.3. The parties will first appeal to the
courts after they have done their utmost to
settle a dispute in mutual consultation.

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