General Terms and Conditions webshop NPS B.V.
1. Applicability
1.1 These General terms and Conditions (“Conditions”) apply to any and all offers, agreements and delivery of products and/or services by Natural Processing Solutions B.V. (”NPS”) to a client (“Client”) through the NPS Webshop (“Webshop”).
1.2 The applicability of Client's terms and conditions is hereby explicitly rejected, unless parties agree otherwise in writing.
1.3 NPS retains the right to amend the Conditions unilaterally. Any amendments to the Conditions will be published on the Webshop.
2. Offers
2.1 All offers are without obligation, unless they contain a term for acceptance. If the offer contains a period, the offer will automatically lapse after the expiry of the term.
2.2 If the Client provides NPS with information, NPS may rely on the accuracy and completeness of the information and will base its offer on the same.
2.3 The offer contains a complete and accurate description of the offered products and/or services. The description is sufficiently detailed to allow a proper assessment of the offer by the Client. If NPS uses images, these are a true reflection of the offered products. Obvious mistakes or errors in the offer do not bind NPS.
2.4 All images, specifications and data in the offer are indicative and cannot be a reason for compensation or dissolution of the agreement.
2.5 Images of products are a true reflection of the offered product. NPS cannot guarantee that the displayed colors exactly match the real colors of the products.
3. Agreement
3.1 The agreement is concluded at the moment of acceptance by the Client of the offer and the fulfillment of the corresponding conditions.
3.2 If the Client has accepted the offer electronically, NPS will immediately confirm electronically the receipt of the acceptance of the offer. As long as the receipt of this acceptance has not been confirmed by NPS, the Client can dissolve the agreement.
3.3 If the agreement is concluded electronically, NPS will take appropriate technical and organizational measures to secure the electronic transfer of data and he will ensure a secure web environment. If the Client can pay electronically, NPS will observe appropriate security measures.
3.4 Each agreement is entered into under the suspensive conditions of sufficient availability of the products concerned.
3.5 NPS reserves the right, but is not obligated, to limit sales of products and/or services to any person, geographic region or jurisdiction.
4. Delivery
4.1 The delivery period will be set by NPS on an approximate basis. In setting the delivery period, NPS will assume that it will be able to perform the assignment under the conditions known to it at that time.
4.2 If the delivery period is exceeded, this will in no event entitle to damages or termination.
4.3 The place of delivery is the address that the Client has made known to NPS.
4.4 NPS determines the method of transport of the products ordered via the Webshop, unless otherwise agreed.
4.5 The risk of and the responsibility for the products transfer to the Client at the moment of delivery. Products are considered to be delivered to a Client at the moment the products are delivered at the address provided by the Client or in absence of Client at the post-office, at Clients neighbors or (with Clients consent) another third party.
4.6 If a delivery is rejected by a Client the costs arising from this rejection can be charged to Client as well as the damages suffered by NPS.
5. Price and payment
5.1 Unless expressly stated or agreed otherwise, the prices in the Webshop are in Euros and excluding VAT, excluding costs for handling and dispatch, import and export duties and excise duties and other taxes or levies.
5.2 All prices are subject to printing and typing errors. No liability is accepted for the consequences of printing and typing errors. In the case of printing and typing errors, NPS is not obliged to deliver the product at the wrong price.
5.3 NPS is entitled to adjust the purchase price after confirmation of an Agreement if the prices for resources, wages, import duties, taxes or other external costs (which may be caused by currency deviations) have risen. NPS will inform the Client as soon as possible of such adjustment, after which the Client is entitled to terminate the Agreement, unless NPS and Client have agreed that delivery of the products will take place more then 3 (three) months after confirmation of the purchase order or if the price adjustment is compulsory by law.
5.4 Payment shall take place in (one of) the manner(s) indicated during the ordering process. The order may be governed by further (payment/ordering) conditions. The date of payment is the date that payment has been received by NPS on its bank account. The term of delivery starts after payment of the purchase order/products has been received by NPS, unless Parties have agreed otherwise.
6. Conformity, control and shortcoming
6.1 Upon delivery, the Client is obliged to check whether the products comply with the agreement. If the delivered products and/or services do not comply with the agreement, the Client must within 5 working days after he reasonably could have discovered notify NPS in writing (including e-mail).
7. Liability
7.1 In the event of an attributable failure, NPS is obliged to perform its contractual obligations as yet.
7.2 NPS’s obligation to pay damages, irrespective of the legal basis, is limited to damage for which NPS is insured under an insurance policy taken out by it or on its behalf, but will never exceed the amount paid out under this insurance in the relevant case.
7.3 If, for any reason whatsoever, NPS cannot invoke the limitation in paragraph 2 of this article, the obligation to pay damages will be limited to a maximum of 15% of the total assignment amount (excluding VAT). If the agreement comprises parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the assignment amount of that part or that partial delivery.
7.4 The following does not qualify for compensation:
a. consequential loss, including business interruption loss, production loss, loss of profit, transport costs and travel and accommodation expenses. The Client may insure itself against this damage if possible;
b. damage to goods in or under its care, custody or control. Such damage includes damage caused as a result of or during the performance of the work to goods on which work is being performed or to goods situated in the vicinity of the work site. The Client may insure itself against such damage if it so desires;
c. damage caused by the intent or willful recklessness of agents or non-management employees of NPS.
7.5 NPS is not liable for damage to material provided by or on behalf of the Client where that damage is the result of improper processing.
7.6 The Client indemnifies NPS from and against all claims by third parties on account of product liability as a result of a defect in a product supplied by the Client to a third party and that consisted, entirely or partially, of products supplied by NPS. The Client is obliged to compensate all damage suffered by NPS in this respect, including the full costs of defense.
8. Warranty
8.1 NPS warrants that under normal use and in accordance with the user- or installation instruction and taking into account the product specification the products shall at the time of the delivery to the Client and for a period of 1 year from the date of delivery, be free from defects in material or workmanship and shall be conform to the product specification.
8.2 If the agreement was not properly executed, NPS will decide whether to properly execute it as yet or to rescind the agreement and credit the Client for the invoice value of the product. If NPS chooses to properly execute the agreement as yet, NPS will determine the manner and time of execution itself.
8.3 No warranty is given if the defects result from:
- normal wear and tear;
- defects to or caused by wear parts;
- use of the product other than specified in the manual;
- overdue or improper maintenance;
- repairs or modifications to the product without the express, written permission of NPS;
- products and/or services for which the payments commitments have not been fulfilled.
9. Intellectual property rights
9.1 Unless otherwise agreed in writing, NPS retains the copyright and all intellectual property rights in the offers made by it and in the designs, pictures, drawings, models (including trial models), software and the like provided by it.
9.2 The rights in the data referred to in paragraph 1 of this article will remain the property of NPS irrespective of whether the costs of their production have been charged to the Client. These data may not be copied, used or shown to third parties without NPS’s prior express written consent. The Client will owe NPS an immediately payable penalty of € 25.000,- for each breach of this provision. This penalty may be claimed in addition to damages pursuant to the law.
9.3 On NPS’s first demand, the Client must return the data provided to it as referred to in paragraph 1 of this Article within the time limit set by NPS. Upon breach of this provision, the Client will owe NPS an immediately payable penalty of € 1.000,- per day. This penalty may be claimed in addition to damages pursuant to the law.
10. Force majeure
10.1. NPS is entitled to suspend performance of its obligations if it is temporarily prevented from performing its contractual obligations to the Client due to force majeure.
10.2 Force majeure is understood to mean, inter alia, the circumstance of failure by suppliers, NPS’s subcontractors or transport companies engaged by NPS to perform their obligations or perform them in good time, weather conditions, earthquakes, fire, power failure, loss, theft or destruction of tools or materials, road blocks, strikes or work stoppages and import or trade restrictions.
10.3 If NPS’s temporary inability to perform lasts for more than 3 months, it will no longer be entitled to suspend performance. On expiry of this deadline, the Client and NPS may terminate the agreement with immediate effect, but only as regards such part of the obligations that has not yet been performed.
10.4 In the event of force majeure where performance is or becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect as regards such part of the obligations that has not yet been performed.
10.5 The parties will not be entitled to compensation for damage suffered or to be suffered as a result of suspension or termination as referred to in this article.
11. Applicable law and competent court
11.1 Dutch law applies.
11.2 Only the Dutch civil court that is competent in the location of NPS
takes note of disputes, unless this is contrary to mandatory law. NPS may deviate from this jurisdiction rule and apply the statutory rules of jurisdiction.