General Terms & Conditions

 

All orders placed with NL B.V. for goods are governed by the following Conditions of Sale, which shall constitute a binding contract.

Article 1. Scope of application

1.1   These general terms and conditions shall govern all offers, quotations, legal acts, and agreements of any nature whatsoever involving NEDLIGHTS B.V., (hereinafter referred to as “NL”) and a Client, as well as any undertakings given pursuant to same, even where a legal act does not result in or is not related to an agreement. Any derogation may only be agreed to with NL in writing.

1.2    For the purposes of these terms and conditions “Client” is deemed to refer to any client or other party who enters or wishes to enter into an agreement with NL or to whom the latter presents an offer or effects delivery or performance, as well as their legal successors.

1.3     For the purposes of these terms and conditions “Supplier” is deemed to refer to a person or business who provides services directly or indirectly for the purposes of executing an agreement between a Client and NL. It is also deemed to refer to a manufacturer of products (or parts thereof) which NL supplies for the purposes of executing an agreement between a Client and NL.

1.4     In the event that any provision of these general terms and conditions is invalid or inapplicable for any reason whatsoever, the rest of these general terms and conditions shall continue to apply and the invalid provision shall be interpreted in such a manner that its purpose and purport shall be retained as far as possible. In the event that an such interpretation does not present a solution, NL and a Client shall enter into consultation with each other to agree on new provisions to replace any invalid ones so as to ensure that the purpose and purport of the original provisions are retained as far as possible.

1.5     NL shall always be entitled to amend these general terms and conditions. An amendment shall come into effect one (1) month after it is announced.

1.6     The application of any form of general terms and conditions on the part of a Client is explicitly rejected. Any procurement or other terms and conditions which a Client declares to be applicable shall not be binding on NL unless the latter consents to them in writing. Such consent may not be adduced from the fact that NL fails to refute a statement made by a Client to the effect that the latter does not consent to NL’s terms and conditions and declares their own terms and conditions to be applicable.


Article 2. Offers

2.1     All offers shall be free of obligation.

2.2     Although the documents constituting part of an offer made by NL (such as technical specifications, drawings, calculations and so forth) shall be as accurate as possible, they shall not be binding.

2.3     Any prices cited in an offer shall be based on delivery “FCA” (Free Carrier) at NL’s warehouse based in Nijmegen in the Netherlands in accordance with Incoterms 2010. Such prices shall be exclusive of value added tax and packaging.

2.4     In the event that a Client does not accept an offer made by NL, the latter shall be entitled to charge that Client for all the costs which it has incurred for the purposes of presenting that Client with an offer and the Client shall be required to pay those costs within fourteen (14) days after the relevant invoice date. 2.5 An offer shall have a term of validity of fourteen (14) days, unless NL gives notice otherwise.


Article 3. Intellectual property rights

3.1     Unless otherwise agreed in writing, NL shall retain copyright and all other intellectual property rights to any offers made or designs, images, drawings, samples and other models, software and the like.

3.2     The rights to the data referred to in Clause (1) of this article shall remain NL’s property irrespective of whether a Client has been charged for their production. Without NL prior, written, explicit consent such data may not be copied, used, or exhibited to other parties. A Client shall be liable to pay NL a penalty, payable with immediate effect, of EUR 25,000.00 (twenty-five thousand euros) for each contravention of this clause. Such penalty may be sought in addition to compensation pursuant to the law.

3.3     When first requested to do so, a Client shall be required to return any data referred to in Clause (1) of this article which has been supplied to them by NL. In the event of a contravention of this clause, that Client shall be liable to pay NL a penalty, payable with immediate effect, amounting to EUR 1,000.00 (thousand euros) per day. Such penalty may be sought in addition to compensation pursuant to the law.

3.4     A Client shall indemnify NL against any claim made by a third party in relation to intellectual property rights to materials or data supplied by that Client which are used for the purposes of executing the relevant contract.

3.5      In the event that a Client supplies data storage media, electronic files or software and so forth, they shall warrant that such media, files or software are free of viruses and defects.


Article 4. Advice and information provided

4.1     A Client may not derive any rights from advice or information that they receive from NL if it does not relate to the contract concerned.

4.2     In the event that a client supplies data, drawings, specifications, and the like to NL, the latter may assume that they are complete and correct for the purposes of its offer and when executing the relevant agreement. A Client shall bear any risks involved and be liable for any loss occasioned by any error or defect in drawings, calculations, instructions, specifications and structures that they have supplied.

4.3     A Client shall indemnify NL against any claim made by a third party in relation to the use of any advice, drawings, calculations, designs, materials, samples, models and the like supplied by or on behalf of that Client.


Article 5. Delivery time and period of execution

5.1     A delivery time and/or period of execution shall only commence once agreement is reached on all commercial and technical details, and all of the requisite information, final and approved drawings and in possession of NL the agreed payment has been received and the conditions which are necessary for the execution of the relevant contract have been satisfied.

5.2     When deciding on a delivery time and/or period of execution, NL shall assume that it is capable of executing the relevant contract in the circumstances of which it is aware at that point in time.

5.3      A delivery time and/or period of execution shall only commence once agreement is reached on all commercial and technical details, and all the requisite information, final and approved drawings, and the like are in NL’s possession, the agreed payment (or installment) has been received and the conditions which are necessary for the execution of the relevant contract have been satisfied.

5.4.

  1. If circumstances exist other than that NL was aware of when it decided on a delivery time and/or period of execution by way of an estimate, it may extend such delivery time and/or period of execution by the time that it requires to execute the relevant contract under those circumstances. Where it is impossible to fit any work in NL ’s schedule, it shall be carried out as soon as that schedule allows.
  2. Should there be any question of excess work, the delivery time and/or period of execution shall be extended by the time, which NL requires to supply (or arrange for this to be done) the relevant materials and parts, and to carry out such excess work. Where it is impossible to fit any excess work in NL’s schedule, it shall be carried out as soon as that schedule allows.
  3. In the event that there is any question of NL’s obligations being suspended; the delivery time and/or period of execution shall be extended by the duration of that suspension. Where it is impossible to continue any work in NL’s schedule, it shall be carried out as soon as that schedule allows.
  4. Where delivery by a Supplier is delayed, the delivery time and/or period of execution shall be extended by the delay which occurs as a result and, if the work then cannot fit in NL’s schedule, it shall be carried out as soon as that schedule allows.

5.5     A Client shall have a duty to pay any costs, which NL incurs because of any delay of the delivery time and/or period of execution referred to in Clause (4) of this article.

5.6     Under no circumstances shall a failure to meet a delivery time and/or period of execution confer entitlement to compensation or cancellation on the relevant Client.


Article 6. Passing of risk

6.1     Delivery shall occur FCA (Free Carrier) from the NL’s warehouse in Nijmegen in accordance with Inco terms 2010. Any risks associated with materials shall pass at such time as delivery is made to the relevant Client.

6.2     Irrespective of what is stipulated in Clause (1) of this article, a Client and NL may agree that the latter will assume responsibility for transport. In this case the Client concerned shall bear the risks associated with storage, loading, transport and unloading. A Client may insure themselves against such risks.

6.3     Where a trade-in occurs and the relevant Client holds the asset which is to be traded in their possession in anticipation of the delivery of the new assets, that Client shall bear any risks associated with the asset that is to be traded in until such time as they have placed it in NL’s possession. Should a client be unable to supply an asset that is to be traded in the condition in which it found itself at the time when the relevant agreement was concluded, NL may cancel that agreement.


Article 7. Price and payment

7.1     NL may pass on an increase due to any changes in cost price determining factors that occur after the relevant Agreement has been concluded to the Client concerned.

7.2     A Client shall have a duty to pay any price increase referred to in Clause (1) of this article at any of the following points in time, such to be determined at NL’s discretion:

  1. when that price increase occurs;
  2. simultaneously with the payment of the principal sum;
  3. together with the next agreed installment.

7.3     Payment must be made to a bank account designated by NL

7.4     The Customer is not permitted to set off or suspend its claims against NL, unless NL has been declared bankrupt or has applied for a payment moratorium.

7.5     Regardless of whether NL has performed the agreed service in full or not, all obligations of the Customer arising from the Agreement will become immediately due and payable if:

  1.  a payment deadline has not been met;
  2. a petition for bankruptcy or suspension of payments is filed against the Customer;
  3. the Customer’s assets or claims have been seized;
  4. the Customer’s business enterprise is dissolved or liquidated;
  5. the Customer (being a natural person) applies for the application of a debt rescheduling procedure, is placed under receivership, or dies.

7.6     In the event of overdue payment, the Customer shall be in default by operation of law and shall owe statutory commercial interest (within the meaning of Section 6:119a of the Dutch Civil Code) which shall be due as from the invoice date. The interest amount is determined by the Dutch government.

7.7     NL is entitled to set off claims against the Customer against any claim that NL or its Affiliated Companies have against that Customer. Furthermore, NL is entitled to set off its claims against the Customer against any claim that NL or its Affiliated Companies may have against the Customer. NL is entitled to set off its claims to the Customer against any claim or against any other company affiliated with the relevant Customer.

7.8     The Customer shall pay all judicial and extrajudicial costs incurred, at present or in the future, to NL as a result of the Customer’s failure to fulfil its obligations properly and in due time. If the court rules in favor of NL in legal proceedings, the Customer concerned will be liable for all costs incurred by NL in relation to these proceedings.

7.9     Regardless of the payment conditions agreed upon, the Customer is obliged, at NL’s immediate request, to provide a payment guarantee and/or security as deemed appropriate by NL for payment to NL. If the Customer fails to do so within ten (10) days after the immediate request has been issued, the Customer shall be in default. In that case, NL is entitled to dissolve the relevant Agreement, in whole or in part, and to recover any loss from the Customer concerned.

7.10     NL shall retain ownership to all goods delivered, until the Client has paid all amounts owned to NL under the Agreement including costs and interest.

7.11     In the event that NL terminates or dissolves an agreement, whether in whole or partly, it is entitled to reclaim that part of the relevant shipment that has not been paid for. Termination or dissolution does not affect NL right to payment and/or compensation for loss and/or damage.


Article 8. Force majeure

8.1     In the event that NL is prevented from executing an agreement (or continuing to do so) due to force majeure, it shall be entitled to cancel all or part of the relevant agreement (with immediate effect) by means of a written notice to this effect in the absence of any judicial intervention and without any obligation to provide compensation subject to NL’s entitlement to payment by the relevant Client for any performance which NL had already effected before there was any question of a situation of force majeure, or to suspend the execution of that agreement (or its continued execution). In the event of such suspension NL shall yet be entitled to cancel all or part of the relevant agreement.

8.2     NL shall also be entitled to invoke force majeure if the circumstances which prevent its compliance (or further compliance) occur after it should have complied with its obligations.

8.3     Amongst other things, force majeure is deemed to refer to circumstances where suppliers, contractors working for NL or transporters whom it has engaged fail to comply with their obligations or to do so on time, the weather, earthquakes, power failures, losses, the theft or loss of equipment or materials, import or trade restrictions, road blockades, strikes or work stoppages affecting it or its Suppliers or any noncompliance on the part of the latter as a result of which NL cannot (or can no longer) reasonably be expected to comply with its obligations.


Article 9. Changes to the work

9.1     A change to the work may at any rate result in excess work or a work shortfall where: a. a change is made to the design or specifications; b. the information supplied by the relevant Client does not correspond to the actual situation; c. there is a derogation of more than 10% from the estimated quantities.

9.2     Excess work shall be calculated on the basis of those cost determining factors which are applicable when that excess work is carried out. A work shortfall shall be calculated on the basis of the cost determining factors which were applicable at the time when the relevant agreement was concluded.

9.3     A Client shall have a duty to pay the price of any excess work referred to in Clause (1) of this article at any of the following points in time, such to be determined at NL’s discretion:

  1. when that excess work occurs
  2. simultaneously with the payment of the principal sum
  3. together with the next agreed installment.

9.4     Should the sum of the work shortfall exceed that of the excess work, NL may charge the relevant Client 10% of the difference as part of the final bill. This clause shall not apply in the case of a work shortfall which is due to a request made by NL.


Article 10. Liability

10.1     Under no circumstances shall NL have a duty to provide compensation for a loss that has been suffered directly or indirectly pursuant or due to defective goods, services or work supplied or performed by NL , the relevant Client and/or any other party, or the failure of any goods and/or services supplied or to be supplied by NL, the Client and/or any other party to function or to do so properly or on time, except in the case of a willful act or omission or gross negligence on the part of NL .

10.2     In the event that NL is not entitled to rely on Clause (1) of this article, its duty to provide compensation on any legally stipulated grounds whatsoever shall be confined to the loss against which it is insured pursuant to an insurance policy taken out by or in behalf of it but under no circumstances shall it exceed the amount which is paid out pursuant to that insurance in the relevant case.

10.3     Should NL not be entitled to rely on the limitation stipulated in Clauses (1) and (2) of this article, its liability for compensation shall remain confined to no more than 15% of the total contract fee (exclusive of VAT). Where an agreement makes provision for parts or part deliveries, its liability for compensation shall be confined to no more than 15% of the contract fee payable for that part or part delivery (exclusive of VAT).

10.4     The following shall not qualify for compensation:

  1. Consequential loss whatsoever may have caused it. “Consequential loss” is deemed to refer to, amongst other things, a delay of the delivery time for goods and services, any loss due to the disruption of business or lost productivity, loss of earnings, transport costs and/or travel and accommodation expenses. A Client may insure themselves against such loss if possible;
  2. Damage to property held in custody. “Damage to property held in custody” is deemed to refer to, amongst other things, any damage that is inflicted on property on which work is performed or which is located within the vicinity of the site where work is carried out as a result of or during the performance of that work. A Client may insure themselves again such loss if required;
  3. Any loss due to a deliberate act or omission, or willful recklessness on the part of NL’s assistants or non-supervisory subordinates; and/or
  4. Loss due to the disruption of business (disruption of business, loss of earnings, and the like).

10.5     NL shall not be liable for any damage inflicted on materials supplied by or on behalf of a Client because of them not being treated properly.

10.6     A Client shall indemnify NL against any claim made by a third party on the grounds of product liability due to a defect in a product which that Client has supplied to such third party and which consists of (or partly so) products and/or materials supplied by NL. A Client shall have a duty to provide compensation for any loss which NL suffers in this respect, including all of the costs involved in defending itself.

10.7     NL shall not be liable for any harmonic current emissions, power surges, inrush peaks or other dirty power in a Client’s electrical installation and/or any loss or damage resulting from this.

10.8     NL shall not be liable for exceeding the contractual capacity which a Client has agreed on with its energy supplier and/or grid manager.

10.9     NL shall not be liable for any harm caused to a Client or any other party by its staff and/or any Supplier engaged by it on any grounds or due to any cause whatsoever, except in the case of a culpable, deliberate act or omission, or gross negligence on the part of NL. Under no circumstances shall its liability extend further than the cover provided by the relevant insurance taken out by NL.

10.10     NL shall not be liable for a loss of any nature whatsoever which occurs due to or is the result of the improper, careless or incompetence use of any goods supplied by NL or their use for anything other than their normal purpose.

Article 11. Warranties and other entitlements (general)

11.1     Unless otherwise agreed in writing, whether in these general terms and conditions or otherwise, and confirmed by NL in writing, the latter shall warrant proper performance as agreed for a period of six (6) Months after delivery. If a different term of warranty is agreed to and confirmed by NL in writing, the other clauses of this article shall also apply.

11.2     Should NL fail to effect performance as agreed, it may elect to ensure that it does so, or it may credit the relevant Client for a proportionate part of the invoice concerned. If NL elects to effect proper performance, it shall itself determine the way and time when this is to occur. Where the agreed performance consisted (partly or otherwise) of the treatment of materials supplied by a Client, that Client shall be required to supply new materials at their own risk and expense.

11.3     A Client shall be, after contact with NL, required to send NL any parts or materials which the latter is to repair or replace.

11.4     A Client shall be liable for: a. all transport or shipping costs; b. the costs involved in assembly and disassembly; c. travel and accommodation expenses.

11.5     In all cases a Client shall be required to afford NL an opportunity to remedy any defect or carry out the relevant treatment again within a reasonable period.

11.6     A Client may only invoke a warranty after they have complied with all their obligations towards NL.

11.7     No warranty shall be provided if a defect is due to:

  1. normal wear and tear;
  2. improper or incompetent use;
  3. maintenance which has not been carried out or not appropriately or a failure to perform maintenance;
  4. installation, assembly, alterations, modification or repairs carried out by the relevant Client or any other party;
  5. any defective or unsuitable item sourced from or stipulated by the relevant Client;
  6. any defective or unsuitable auxiliary or other materials used by the relevant Client
  7. mechanical damage
  8. use for purposes other than normal intended use; The normal intended use is the grow of flowers and plants in the broadest sense of the word.
  9. harmonic current emissions, over- or undervoltage, power surges, inrush peaks or other forms of dirty power in the customer’s electrical systems;
  10. a failure to comply with the instructions and guidelines provided by NL;
  11. the use of chemical agents other than those provided in the list of safe agents or the use of water or moisture, unless this is permitted within the IP classifications;
  12. information provided by the Customer
  13. accidents, including but not limited to fire and natural disasters;
  14. exposure to temperatures or humidity ranges that are either too high or too low;
  15. the use of the lighting installation in the occasion that there is an energy surplus in the electricity grid (regulating emergency power), without considering the, by the manufacturer prescribed, maximum permissible operating temperature and humidity level. If it is plausible that the defect is a consequence of one or more of the aforementioned exclusions, no warranty will apply, unless the Customer can prove that one of the aforementioned exclusions does not apply.

11.8     No warranty shall be provided for:

  1. any item supplied that was not new at the time when it was delivered;
  2. the inspection and repair of an item belonging to a Client;
  3. any part in respect of which a manufacturer’s warranty has been granted.

11.9     The warranty period on products, including but not limited to fixtures, as stipulated in article 16 starts at the time it is put into use or at the latest one (1) month after the fixtures have been shipped from one of the NL’s warehouses whichever occurs first.

11.10     The warranty on defective electronic ballasts and lamps delivered by NL is for each type one (1) year unless stated otherwise in the agreement. Breakage contamination, water- and mechanical damage are not covered by the warranty. The aforementioned warranty conditions for electronic ballasts and lamps apply only on condition that they are included in a light fixture as a single system produced by the same manufacturer. If not the warranty is invalidated unless NL has provided prior written consent to this effect.

11.11     The provisions of Clauses (2) to (7) of this article shall apply mutatis mutandis in the case of a Client’s entitlements pursuant to default of performance, non-conformity or any other grounds whatsoever.

11.12     A Client may not assign any rights pursuant to this article and


Article 12. Conditions governing the applicability of warranties (in general)

12.1     A warranty shall only apply:

  1. Provided that what has been supplied has been properly wired and installed, and operates in accordance with the relevant electrical parameters, operating range and environmental requirements stipulated in the specifications, instructions, any document supplied with the consignment or in IEC standards;
  2. provided that, where the installation work is carried out by the relevant Client, a certified lowvoltage equipment inspector [Inspector Laagspanningsinstallatie] (ILS) inspects the relevant electrical installation and records their findings in an inspection report;
  3. provided that a consignment has not been incorrectly used, misused or abnormally or improperly used contrary to any applicable standards, codes or instructions, including but not confined to any contained in the most recent electrical and/or safety and industry standards for the relevant region(s); and
  4. provided that the relevant Client’s installation is fitted with a timed meter which NL deems to be durable. If a complaint is submitted, the relevant Client shall be required to submit convincing evidence of the number of operating hours and circuits per day at NL’s request.

12.2     The term of the warranty on fixtures stipulated in Articles, 13 and 16 shall commence at the time when it is put into service or by no later than one (1) month after the fixtures have been supplied, whichever occurs first. The underlying principle in this respect is that NL will supply any fixtures ordered by a client within a period of two (2) months. In the event that a longer period is required in which to supply them, the warranty shall come into effect at the time when they are put into service or by no later than one (1) month after each part delivery.

12.3     The term of the warranty on parts which are not complete fixtures as referred to in Article 12.2 shall commence at the time when NL supplies them.

12.4     The remaining term of the relevant warranty shall apply in the case of any fixtures or components which are replaced and/or work that is carried out.

Article 13 Warranty for lights fixtures with a led light source

13.1     The guarantee stated in this article applies to light fixtures fitted with an LED light source.

13.2     Lighting calculations are non-binding and are provided on an approximate basis. The spectrums and t ype of light fixture specified by NL in the lighting calculations are indications based on the information and the request of the Customer. The Customer always remains responsible for the final type of light fixture, spectrum and result thereof chosen by the Customer. The Customer must consider both possible plus and minus tolerances due to unknown factors, e.g., diode and reflection tolerances. For the assessment of compliance with the issued tolerances, the entire light output within the products supplied by NL in a project will be considered. No guarantee will be given of the intended light output.

13.3     The warranty period on light fixtures fitted with an LED light source is, unless otherwise stated in the Agreement or an Offer, a period of five (5) years, 5,000 lighting hours per year or 1,000 switching’s per year, whichever occurs first, commencing from the time when the light fixture is put into service or no later than one (1) month after the light fixture has been shipped from one of NL’s warehouses, whichever occurs first.

13.4     A warranty will be granted if the total light output of 90% of all LED light fixtures supplied by NL in a project, within the warranty period, has decreased by more than 10% compared to the specified light output in the lighting plan, unless stated otherwise in the Agreement. This will be determined based on tests, carried out by the manufacturer, of at least 10 randomly selected light fixtures from the project concerned.

13.5     If it has been contractually agreed that a first measurement must take place immediate after installation at first use of the LED luminaires, this measurement will be carried out on location by an independent measurement institute in accordance with the manufacturer's guidelines.

13.6     Any practical on-site measurements, including the measurement mentioned in 16.5, will be carried out in accordance with the manufacturer’s guidelines and at an ambient temperature not exceeding 25°C.

13.7     The starting point of each measurement is the parameters as specified in the lighting plan. The light v alues (uniformity and light quantity) are calculated values, without considering light interception by, for example, the greenhouse construction, cultivation or crop wires, hooks, heating pipes, fans, sensors, catch tapes (insect trap) and all other equipment or items in the greenhouse or parts of the greenhouse that are necessary for cultivation of flowers and plants in the broadest sense of the word.

13.8     Measurements regarding spectrum and power consumption of the supplied LED fixtures, will be carried out by the manufacturer, or a third party appointed by the manufacture with appropriate and calibrated equipment.

13.9     Deviations in light color/luminescence due to difference in degeneration of the diodes used are excluded.

13.10     In the event that NL chooses to replace defective light fixtures with LED light sources, there may be deviations in light color/luminescence in comparison with the originally supplied products, caused by technical progress and by ageing of the original product. Tolerances as specified by NL’s Supplier are authoritative and must be complied with. In the event of replacement, technical progress may necessitate a change in the composition of the previously selected color/light spectrum. Before replacement is carried out this will be discussed and assessed with the Customer.

13.11     The Customer must be and acknowledges being informed that the degree of soiling of the fixture should be monitored on a weekly basis and upon detection of any soiling to the lens and light fixture the Customer must clean the lens and fixture with a cleaning agent approved by NL. Any damage to the light fixture caused by overdue maintenance of the fixtures is excluded from warranty at all times.

14     Light Output guarantee

14.1     The warranty provisions in this article apply to all lamps intended for electronic and electromagnetic l ight fixtures, except for LED light sources.

14.2     Light calculations are approximate and provided without any obligation. The Customer must consider both a possible plus and minus tolerance due to unknown factors, such as lamp and reflection tolerances. For the assessment of compliance with the issued tolerances, the entire light output of the products delivered by NL in a project is considered.

14.3     Guarantees concerning the light output of a lamp only apply in the case of a project (new or after batch replacement) with a minimum of five hundred (500) pieces.

14.4     If the Customer claims and substantiates a lack of light output, NL shall be entitled to verify this, based on a random sample of no less than fifteen (15) lamps selected by NL and taken from the Customer’s relevant site, in a suitable test configuration.

14.5     If NL is of the opinion that the average light output is lower than that guaranteed by the relevant Supplier, NL will pass on the claim to the Supplier of the relevant lamp(s).

14.6     If a Supplier considers a claim to be well-founded, it shall be requested to provide a proposal for compensation on a pro rata basis (i.e., in proportion to consumption). NL will submit such a compensation proposal to the Customer. NL is never obliged to make an offer of compensation.

14.7     The conclusion of a Supplier with respect to whether a claim is well-founded shall be binding. Under no circumstances will a lamp sent to a Supplier be returned to the Customer.

14.8     On the basis of the compensation proposal referred to in Clause 6 of this article, the relevant batch from the project in question will be replaced by lamps produced by the Supplier of the lamps in question.

14.9     The validity of a fee offered by a Supplier is limited to one (1) month after the date on which NL communicates the fee proposal to the relevant Customer. 17.10 The light output guaranteed by a Supplier may differ per Supplier, type of lamp and year of manufacture.

15     Warranties, rights and applicability of dimming systems and sensors

15.1     In the event that NL’s light fixtures, including but not limited to light fixtures with an LED light source, are equipped with a (wireless) dimming system, NL is not responsible for any breach and/or malfunction of the communication with the light fixtures on the (wireless) signal, over which NL has no control. Such breaches and failures beyond NL’s control will be at the Customer’s expense and risk.

15.2     The Customer acknowledges having been informed of the operation of the NL’s wireless dimming system and has taken note of any risks related to power management in the broadest sense of the term. If the Customer is in doubt as to whether it has sufficient knowledge, the Customer should request further information from NL. Any lack of knowledge regarding use and operation is at the Customer’s expense and risk. NL is not responsible for any damage and consequences, such as increased costs, resulting from a sudden change in power management and/or damage caused by the Customer’s inability to fulfil contractual agreements with the power company regarding the supply or purchase of power and/or other disputes with utility companies.

15.3     NL is not responsible for the interpretation and use of data resulting from the sensors or other measurement systems provided by NL. The interpretation and use of data are always at the Customer’s expense and risk.

15.4     Any software needed to control light fixtures or interpret data will be purchased by the Customer from a third party at the Customer’s own expense and risk. NL is not responsible for delayed implementation and/or any defects in this software. Damage caused by delays during implementation, faulty software, misinterpreted data, faulty or incorrectly installed hardware are not the responsibility of NL.

16     Complaint procedure

16.1    Immediately following delivery the Customer shall inspect and ascertain proper delivery of the goods and/or services.

16.2    The Customer shall take reasonable measures to prevent any damage or claims or to restrict these to a minimum. Claims for damages can be made up to fourteen (14) days after delivery of the product. The right to compensation for damage will lapse following the expiration of this period.

16.3    In order to invoke the right to compensation or warranty, the Customer must notify NL in writing immediately after the damage and/or defect is discovered, stating the date and manner in which the damage and/or defect was discovered, the nature of the damage and/or defect, a detailed description of the damage and/or defect and the presumed cause of the damage and/or defect.

16.4    The written notification referred to under Clause (3) of this article shall also include, insofar as relevant: the date of purchase, proof of purchase and/or invoice, name and/or type number of the product, the total number of operational hours per year and the number of switching operations per day/year.

16.5    Any complaint by the Customer relating to incorrect or incomplete performance of an Agreement must be made in writing to NL within fourteen (14) days from the date on which the goods were or should have been received or the services provided. If the complaint is not submitted to NL within this period, the Customer is no longer entitled to issue a claim against NL for incorrect or incomplete performance of an Agreement.

16.6    A claim concerning manufacturers or other warranty must be submitted to NL in writing by registered letter within fourteen (14) days, on the understanding that NL will reasonably be able to forward the claim to the Supplier within the warranty period set by the Supplier.

16.7    Submitting a complaint does not release the Customer from its payment or other obligations and does not entitle the Customer to suspend, cancel or dissolve the Agreement. 20.8 If NL considers a complaint to be well-founded, it will, at its own discretion and in accordance with these General Terms and Conditions, repair or replace the goods or services supplied, or credit the Customer’s purchase price in connection with the goods or services supplied. NL will, in that case, take back the goods delivered, without being obliged to compensate the Customer for any loss or damage suffered.

17 CANCELLATION OR TERMINATION OF THIS AGREEMENT

17.1   The Customer shall be deemed to be in default by operation of law and any claim against the Customer shall be immediately due and payable if:

  1. the Customer fails to fulfil any obligation under the relevant Agreement, in particular with regard to effecting payment or overdue payment.
  2. NL has well-founded reasons to fear that the Customer will be in default and the Customer does not respond to a written reminder - setting out these reasons - to declare that it will comply with its obligations within a reasonable time as stipulated in this reminder;
  3. the Customer files for bankruptcy, is declared bankrupt, enters into an arrangement with creditors with a view to disposing of its assets, applies for a suspension of payments, its assets are seized, and the seizure is not lifted within ten (10) days after such seizure;
  4. the Customer closes or decides to close its business or a significant part thereof, transfers it in any way, or liquidates.
  5. the Customer dies as a natural person; (f) the Customer is requested to provide a guarantee and/or security at the time of entering into the Agreement to ensure the fulfilment of its obligations under the relevant contract and such a guarantee is not available or is insufficient.

17.2 In the cases referred to in Clause (1), NL is entitled, without being obliged to pay any damages and retaining any rights it may have, such as rights relating to costs or interest already due and rights to compensation, and without any notice of default or judicial intervention being required:

  1. to rescind or terminate all or part of the relevant Agreement by means of a written notification addressed to the relevant Customer; and/or
  2. to suspend its obligations under the Agreement in whole or in part; and/or
  3. to demand immediate and full payment of any amount owed by the Customer to NL and/or to exercise the established right of ownership

17.2   In the cases referred to in Clause (1), NL is entitled, without being obliged to pay any damages and retaining any rights it may have, such as rights relating to costs or interest already due and rights to compensation, and without any notice of default or judicial intervention being required:

  1. to rescind or terminate all or part of the relevant Agreement by means of a written notification addressed to the relevant Customer; and/or
  2. to suspend its obligations under the Agreement in whole or in part; and/or
  3. to demand immediate and full payment of any amount owed by the Customer to NL and/or to exercise the established right of ownership

17.3   NL is entitled to dissolve the Agreement in whole or in part, without being obliged to pay any damages, if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be demanded of NL according to all standards of reasonableness and fairness, or that the unaltered continuation of the Agreement can no longer be reasonably expected.

17.4   In the event that the Agreement is terminated or cancelled in any way, the provisions relating to intellectual property, confidentiality, cancellation, termination, applicable law and disputes shall in any case, but possibly not exclusively, continue to apply in full. Furthermore, NL remains entitled to claim compensation for all loss or damage it has suffered.

18   Order outsourcing

18.1   The Customer may not assign its rights and obligations under the Agreement, subcontract the performance thereof to third parties or encumber any of its rights and obligations under the Agreement without the prior written consent of NL.

18.2   NL is entitled to engage persons and/or companies not affiliated with it in the performance of the Agreement. NL is not liable for damage or loss caused by any acts or omissions on the part of the persons and/or companies it has engaged.

19   Force Majeur

19.1   If NL is prevented by force majeure from performing an Agreement or other obligations, it is entitled to rescind the relevant Agreement (with immediate effect) in whole or in part, or to suspend performance of that Agreement (or its further performance) by giving written notice of the force majeure situation. NL may do so without any judicial intervention being required and without any obligation to pay compensation, while retaining NL’s right to payment from the Customer for all services that NL had already provided prior to the situation of force majeure appearing. If NL opts for suspension, NL still retains the right to subsequently dissolve the relevant Agreement in whole or in part.

19.2   NL is furthermore entitled to invoke force majeure if the circumstances that prevent the fulfilment (or continued fulfilment) of its obligations were to arise after NL should have fulfilled its obligations.

19.3   Force majeure is understood to mean all circumstances as a result of which NL cannot reasonably fulfil its obligations (or cannot fulfil these any longer), including but not limited to weather conditions, earthquakes, pandemics, health risks, power failures, losses, theft or loss of equipment or materials, import or trade restrictions, road blocks, strikes or work stoppages and any inability caused by Suppliers, contractors working for NL or carriers engaged by NL to fulfil their obligations in a timely manner.

20   Applicable law and jurisdiction

20.1   The legal relationship between NL and the Customer is governed exclusively by Dutch law, to the exclusion of the Vienna Sales Convention.

20.2   Any dispute between NL and the Customer will be settled exclusively by the competent court in Arnhem, the Netherlands.