Terms and Conditions

Definitions
1. Nedastudio: Nedastudio, established in 'S-Gravendeel under Chamber of Commerce no. 78416426.
2. Customer: the person with whom Nedastudio has entered into an agreement.
3. Parties: Nedastudio and the customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Nedastudio.
2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
3. The parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.
Offers and quotations
1. Offers and quotations from Nedastudio are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless the parties have explicitly agreed on this in writing.
Acceptance
1. Upon acceptance of a quotation or offer without obligation, Nedastudio reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
2. Oral acceptance by the customer only binds Nedastudio after the customer has confirmed this in writing (or electronically).
Prices
1. All prices used by Nedastudio are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
2. All prices that Nedastudio uses for its products or services, on its website or that are otherwise made known, Nedastudio can change at any time.
3. The price for a service is determined by Nedastudio on the basis of the hours actually spent.
4. The price is calculated according to Nedastudio's usual hourly rates, applicable to the period in which it performs the work, unless a different hourly rate has been agreed.
5. If the parties have agreed on a total amount for a service provided by Nedastudio, this is always a target price, unless the parties have explicitly agreed on a fixed price in writing, which cannot be deviated from.
6. Nedastudio is entitled to deviate up to 10% from the target price.
7. If the target price is more than 10% higher, Nedastudio must inform the customer in good time why a higher price is justified.
8. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price increased by 10%.
9. Nedastudio has the right to adjust the prices annually.
10. Nedastudio will communicate price adjustments to the customer prior to their taking effect.
11. The consumer has the right to terminate the agreement with Nedastudio if he does not agree with the price increase.
Consequences of not paying on time
1. If the customer does not pay within the agreed term, Nedastudio is entitled to charge an interest of 10% per month from the day the customer is in default, whereby part of a month is counted as a whole month.
2. When the customer is in default, he will also owe extrajudicial collection costs and any compensation to Nedastudio.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, Nedastudio may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Nedastudio's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by Nedastudio, he is still obliged to pay the agreed price to Nedastudio.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Offset
Unless the customer is a consumer, the customer waives his right to set off a debt owed to Nedastudio against a claim against Nedastudio.
Insurance
1. The customer undertakes to adequately insure the following items and to keep them insured against
, among other things, fire, explosion and water damage as well as theft:
are
o goods that have been delivered under retention of title
2. The customer shall provide the policy of these insurance policies for inspection at Nedastudio's first request.
Warranty
If the parties have entered into an agreement of a service nature, this will only contain best efforts obligations for Nedastudio, no result obligations.
Execution of the agreement
1. Nedastudio will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Nedastudio has the right to have the agreed services (partially) performed by third parties.
3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the responsibility of the customer that Nedastudio can start the implementation of the agreement in time.
5. If the customer has not ensured that Nedastudio can start the implementation of the agreement in time, the resulting extra costs and/or extra hours will be borne by the customer.
Information provision by the customer
1. The customer shall make all information, data and documents relevant to the correct performance of the agreement available to Nedastudio in a timely manner and in the desired form and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
3. If and insofar as requested by the customer, Nedastudio will return the relevant documents.
4. If the customer does not make the information, data or documents reasonably required by Nedastudio available, or does not do so in time or properly, and the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer.
Duration of the agreement
1. If an agreement has been entered into for a definite period of time, it will be tacitly converted into an agreement for an indefinite period after the term has expired, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 month, the agreement will end by operation of law.
2. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give Nedastudio written notice of default.
Intellectual property
1. Nedastudio retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless the parties have agreed otherwise in writing.
2. The customer may not copy (or cause to be copied), shown to third parties and/or made available or used in any other way without the prior written consent of Nedastudio without the prior written consent of Nedastudio.
Penalty clause
1. If the other party violates the article of these general terms and conditions on secrecy or on intellectual property, it will forfeit an immediately due and payable penalty for each violation on behalf of the trade name.
if the other party is a consumer then this fine is €100
if the other party is a legal person then this fine is €500
2. In addition, the other party will forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that that violation continues.
3. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage.
4. The forfeiture of the penalty referred to in the first paragraph of this article does not affect Nedastudio's other rights, including its right to claim compensation in addition to the penalty.
Indemnification
The customer indemnifies Nedastudio against all third-party claims related to the products and/or services supplied by Nedastudio.
Complaints
1. The customer must examine a product or service provided by Nedastudio for possible shortcomings as soon as possible.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Nedastudio of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform Nedastudio of this within 2 months after discovery of the shortcomings.
4. The customer provides a description of the shortcoming that is as detailed as possible, so that Nedastudio is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Nedastudio being forced to perform other work than has been agreed.
Notice of default
1. The customer must notify Nedastudio of notice of default in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Nedastudio (in time).
Joint and several liability of the customer
If Nedastudio enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they owe to Nedastudio on the basis of that agreement.
Liability Nedastudio
1. Nedastudio is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
2. If Nedastudio is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3. Nedastudio is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
4. If Nedastudio is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Any right of the customer to compensation from Nedastudio expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.
Right to dissolve
1. The customer has the right to dissolve the agreement if Nedastudio imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by Nedastudio is not permanently or temporarily impossible, dissolution can only take place after Nedastudio is in default.
3. Nedastudio has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if Nedastudio has become aware of circumstances that give it good grounds to fear that the customer will not fulfill its obligations. will not be able to perform properly.
Force majeur
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming by Nedastudio in the fulfillment of any obligation towards the customer cannot be attributed to Nedastudio in a situation independent of the will of Nedastudio, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected of Nedastudio.
2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
3. If a force majeure situation arises as a result of which Nedastudio cannot fulfill 1 or more obligations towards the customer, those obligations will be suspended until Nedastudio can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
5. In a situation of force majeure, Nedastudio does not owe any (damage) compensation, not even if it enjoys any advantages as a result of the force majeure situation.
Amendment of the agreement
If, after the conclusion of the agreement for the implementation thereof, it appears necessary to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
Amendment of general terms and conditions
1. Nedastudio is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Nedastudio will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Nedastudio.
2. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Civil Code.
Consequences nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what Nedastudio had in mind when drawing up the terms and conditions on that point.
Applicable law and competent court
1. Dutch law applies exclusively to every agreement between the parties.
2. The Dutch court in the district where Nedastudio has its registered office / practice / office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law prescribes otherwise.
Drawn up on July 01, 2020.