of Nexus B.V. and its affiliated companies
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Client: The natural or legal person with whom Nexus B.V. has entered into an agreement regarding the Work.
Agreement(s): The agreement(s) between the Client and Nexus B.V. to which these general terms and conditions apply.
In Writing: A signed document, letter, fax, e-mail, or any other method of recording and communication agreed upon by the parties.
Nexus B.V.: Nexus B.V. and all companies belonging to or affiliated with it, as referred to in Articles 2:24a and 2:24b of the Dutch Civil Code.
Work: The goods, activities, and services described in the Agreement, to be supplied and/or performed by Nexus B.V.
2.1 These general terms and conditions apply to all quotations, concluded Agreements, and all resulting agreements between the Client and Nexus B.V.
2.2 Nexus B.V. expressly rejects the applicability of the Client’s general terms and conditions. Deviations and additions to these general terms and conditions are only binding if agreed upon in writing.
2.3 Any deviating provisions in a quotation issued by Nexus B.V. shall prevail over these general terms and conditions.
2.4 These general terms and conditions were originally drafted in Dutch. In the event of any ambiguities or differences in interpretation, the Dutch text shall prevail.
3.1 All quotations are non-binding and should be regarded as separate and divisible proposals.
3.2 The intellectual property rights related to the quotation remain vested in Nexus B.V. Information contained in the quotation, including submitted documents, may not be copied, used, or disclosed to third parties without prior written consent from Nexus B.V., without prejudice to Article 17.
3.3 Information provided by Nexus B.V., such as drawings, calculations, descriptions, models, weights, dimensions, capacities, prices, performance data, and other details found in brochures, circulars, catalogues, prospectuses, advertisements, lists, and illustrations, are indicative unless expressly agreed otherwise.
3.4 If the Agreement is concluded in writing, Nexus B.V. shall only be bound from the moment it has signed the Agreement and/or has confirmed the order in writing. The content of the Agreement is determined solely by the Agreement signed by both the Client and Nexus B.V., or by the written order confirmation issued by Nexus B.V. In the event of any inconsistency between contractual documents, the order confirmation of Nexus B.V. shall prevail. Oral promises and arrangements shall only be binding on Nexus B.V. if and to the extent that they have been confirmed in writing.
4.1 The agreed prices and rates are stated in euros, excluding VAT and other government levies, unless otherwise agreed in writing.
4.2 The prices and rates are based on the execution of the Agreement under normal conditions and during regular working hours, as well as on the cost-determining factors known at the time the quotation was issued. If, after the quotation has been provided but before execution, changes occur in these factors (such as material prices, transport costs, wages, insurance premiums, taxes, import duties), Nexus B.V. is entitled to adjust the contract price accordingly.
4.3 If a price list forms part of a quotation or Agreement, Nexus B.V. shall review its prices and rates annually. From the date of revision, the revised rates shall apply to all Agreements between the Client and Nexus B.V. The delivery condition is based on FCA (Free Carrier) according to the Incoterms in force on the quotation date.
4.4 If invoicing is done on a cost-plus basis (partially or entirely based on hours worked), the Client shall periodically sign the timesheets of Nexus B.V. employees for approval. These timesheets form the basis for invoicing. If the Client does not object within fourteen days after receipt or presentation, the submitted timesheets shall be deemed accepted.
4.5 The following costs are not included in the contract price and will be invoiced separately, subject to Articles 4.1 through 4.4:
a. Costs for loading, unloading, and transportation of raw materials, semi-finished products, models, tools, and other items made available by the Client.
b. Costs for additional work as referred to in Article 5.2.
c. Costs resulting from interim changes to the Agreement, such as new drawings, calculations, descriptions, models, or tools.
d. Costs and extra expenses due to delays caused by extreme weather conditions or circumstances that make the work impossible.
e. Storage costs resulting from changes, deviations, delays, suspensions, or unforeseen circumstances, insofar as they are not attributable to Nexus B.V.
Furthermore, if Nexus B.V. must perform the work at a location designated by the Client:
f. Travel expenses and related costs (e.g., visas, insurance).
g. Accommodation costs (hotel facilities near the worksite, reasonable living expenses).
h. Packaging costs (Nexus B.V. does not take back packaging materials).
i. Waste disposal costs.
j. Costs related to unforeseen environmental and/or occupational safety conditions, such as asbestos or other hazardous substances.
4.6 Unless otherwise agreed (e.g., for reimbursable items without a fixed contract price), the following payment schedule applies: 20% of the contract price upon entering into the Agreement, 75% in proportionate installments up to delivery, and 5% upon completion or dispatch of the “ready for shipment” notice.
4.7 Invoices issued by Nexus B.V. must be paid in full within 30 days of the invoice date, without any deduction or set-off.
4.8 If the Client fails to make timely payment, it shall be in default by operation of law. From the due date, the Client owes statutory commercial interest and (extra)judicial collection costs in accordance with statutory provisions, with a minimum of 15% of the outstanding amount.
4.9 If the Client fails to fulfill any obligation on time, the full contract price becomes immediately due and payable. Nexus B.V. reserves all statutory and contractual rights, including:
a. Suspension of its obligations (in accordance with Article 13).
b. Exercising rights of retention.
c. Set-off of claims.
d. Termination or cancellation of the Agreement.
4.10 Nexus B.V. is at all times entitled, in the event of a valid reason, to demand adequate security from the Client for the fulfilment of its payment and other obligations, for example by means of a bank guarantee. All costs associated herewith shall be borne by the Client.
4.11 Nexus B.V. may wholly or partially transfer or pledge its claims on the Client.
4.12 If the prior submission of transport documents has been expressly agreed upon as a condition for payment, payment must nevertheless take place in a timely manner in the event of temporary or permanent impossibility of transport, or in the event of defective transport documents for which Nexus B.V. is not liable, possibly based on storage receipts or incomplete documents
5.1 Amendments (additional or reduced work) are adjustments in the nature, scope, and/or timetable of the Agreement, whether or not agreed upon in writing, both before and during the execution.
5.2 Both Nexus B.V. and the Client may propose amendments. Prior to the execution of the amendment, the parties shall reach an agreement on the consequences for the contract price and/or schedule, without prejudice to Article 4.5. If no agreement is reached, Nexus B.V. is not obliged to execute the amendment.
5.3 Even without a written order or order confirmation regarding additional or reduced work, Nexus B.V. retains the right to payment for additional work actually performed.
5.4 Provisional sums are estimated amounts in the contract price for which subsequently specified costs will be settled. In case of exceeding or under-spending, settlement shall be based on actual costs.
6.1 Delivery periods are never of the essence, unless expressly agreed otherwise. The delivery period shall commence upon the latest of the following events:
a. The conclusion of the Agreement.
b. The fulfilment of all necessary formalities for execution.
c. The complete provision of all necessary data and documents by the Client.
d. The receipt of the agreed deposit and any securities.
6.2 If the Client fails to fulfil its obligations completely and on time, Nexus B.V. is entitled to suspend its obligations and the agreed delivery period shall lapse.
6.3 If circumstances such as waiting times or overtime occur, the delivery period shall be extended by an equivalent period.
6.4 Nexus B.V. is not liable for damages resulting from exceeding delivery periods, unless there is an attributable breach. In that case, liability is limited to a previously agreed penalty of a maximum of $0.5\%$ per full week of delay, with a maximum of $5\%$ of the contract price already paid
7.1 If agreed upon in writing, the Client has the right to inspect the Work or have it inspected. Inspection shall take place on normal working days and at a time to be agreed upon.
7.2 If agreed upon in writing, the Client has the right to be present during testing. Nexus B.V. shall give timely notice of the test so that the Client can be present or represented. The test shall be performed according to the instructions of Nexus B.V.
7.3 Nexus B.V. shall immediately prepare a report of the inspection or test and present it to the Client for acceptance. Minor shortcomings that do not or hardly affect the intended use shall not prevent acceptance.
7.4 The Client must accept the report or reject it in writing with reasons within 14 days of submission. If this period is exceeded, the Work shall be deemed to have been accepted.
7.5 If the Client or its representatives were not present at the inspection or test, Nexus B.V. shall inform the Client of the findings. The content of the report shall then be binding.
7.6 If it appears that the agreed properties have not been achieved due to an attributable shortcoming on the part of Nexus B.V., Nexus B.V. shall rectify the shortcoming or make amendments within a reasonable period, after which a new test shall take place under the same conditions.
7.7 If, even after repeated testing, it appears that the agreed properties have not been achieved due to an attributable shortcoming on the part of Nexus B.V., liability is limited to a previously agreed maximum compensation of $5\%$ of the contract price. This compensation is sufficient and excludes further rights.
7.8 Without prejudice to any warranty obligations of Nexus B.V., acceptance of the Work, as stipulated in this article, excludes all claims of the Client based on shortcomings.
8.1 Unless otherwise agreed, Nexus B.V. shall deliver the Work FCA at the location specified by it, in accordance with the Incoterms applicable at the time the Agreement was concluded. Nexus B.V. may deliver in partial shipments.
8.2 The retention of title shall remain in force until the Client has fully paid all due amounts (including additional work, interest, and costs).
8.3 The Work shall be deemed to have been accepted by the Client at the earliest of the following times:
a. If no inspection or testing has been agreed upon: at the moment Nexus B.V. reports that the Work is complete, or at the moment of FCA delivery.
b. If inspection or testing has been agreed upon: at the moment the Work meets the contractual requirements according to the test/inspection report, or when the compensation referred to in Article 7.7 has been paid, or at the latest one month after notification that the inspection/test can take place if it does not take place for reasons not attributable to Nexus B.V.
c. At the moment the Work or the installation is taken into use by the Client.
Even in the event of minor shortcomings that do not hinder its use, the Work shall be deemed to have been accepted. Nexus B.V. shall remedy these shortcomings within a reasonable period, unless they are not attributable to it.
8.4 Premature use of (parts of) the Work by the Client is only permitted after prior notification to Nexus B.V. and must not harm progress or safety. Any additional costs shall be borne by the Client. Nexus B.V. is not liable for damages resulting from this premature use.
8.5 The absence of certain documents, such as as-built drawings, shall not impede the acceptance of the Work.
9.1 Drawings, specifications, calculations, and other information made available by Nexus B.V. remain the property of Nexus B.V. and may not be used, copied, or made available to third parties without its written permission, unless necessary for the execution of the Work, and with attribution of Nexus B.V.'s name.
9.2 Information provided by the Client remains the property of the Client. The Client guarantees the accuracy and completeness of this information and indemnifies Nexus B.V. against costs and damages arising from defects therein.
9.3 Drawings, specifications, calculations, or other documents subject to approval by the Client shall be deemed to have been approved if no written and reasoned objection has been made within fourteen days. In urgent cases, a period of seven days shall apply.
9.4 All specially developed know-how, patents, or other intellectual property rights shall remain exclusively with Nexus B.V., unless otherwise agreed.
10.1 The Client shall grant Nexus B.V. and its subcontractors or suppliers free and unimpeded access to the construction or work site throughout the entire term of the Agreement.
10.2 Unless otherwise agreed, the Client shall provide the necessary facilities free of charge, such as water, electricity, compressed air, scaffolding, storage and workspaces, as well as auxiliary personnel, auxiliary materials, and safe access routes.
10.3 The Client is responsible for compliance with laws and regulations, including occupational health and safety (ARBO) and environmental legislation, at the workplace.
10.4 The Client shall ensure the timely, clean, and safe delivery of installations or parts thereof for the execution of the Work by Nexus B.V.
10.5 The Client indemnifies Nexus B.V. against third-party claims in connection with soil or groundwater contamination, environmentally hazardous substances, asbestos, legionella, or other dangerous conditions encountered during the execution of the Work.
10.6 If health or safety risks occur or other conditions from this article are not complied with, Nexus B.V. is entitled to charge the Client for the extra costs and delay, and to suspend the Work until the requirements have been met.
11.1 Warranty on the Work:
11.1.1 Nexus B.V. warrants the soundness of the Work delivered by it for a period of 12 months after completion (or, if applicable, after acceptance in accordance with Article 8.3). Defects that are reported to Nexus B.V. in writing within this period and are demonstrably caused by an attributable shortcoming on the part of Nexus B.V. shall be repaired or replaced free of charge, at the option of Nexus B.V., up to a maximum of the contract price.
11.1.2 If repair must take place at a location other than originally agreed, Nexus B.V. may charge extra costs for travel and accommodation.
11.2 Warranty on designs, advice, instructions, inspections, and other services:
The provisions of 11.1 shall apply mutatis mutandis, provided that the warranty obligation is limited to re-supply of the relevant service.
11.3 Warranty on pilot installations, prototypes, studies, and research:
Nexus B.V. exclusively warrants that it has made its best efforts. The provisions of 11.1 shall only apply if the Client demonstrates that Nexus B.V. did not act to the best of its ability.
11.4 Warranty on secondment:
Nexus B.V. warrants that seconded employees meet the agreed qualifications. If the Client makes it plausible that an employee does not possess these qualifications, Nexus B.V. shall replace this employee as soon as possible.
11.5 If delay in acceptance (as defined in Articles 6 and 8) is not attributable to Nexus B.V., the warranty period shall commence on the originally agreed date or the date determined upon completion.
11.6 The warranty shall only apply if::
a. Payment obligations have been fulfilled.
b. Operating and maintenance instructions have been complied with.
c. The Client or third parties have not carried out unauthorised repairs or adjustments.
d. The information provided by the Client was correct and complete.
11.7 Defects caused by the following are excluded from the warranty:
a. Normal wear and tear, erosion, and corrosion.
b. Careless use, intent, negligence, or faulty actions by the Client or third parties.
c. Materials, working methods, and instructions prescribed by the Client.
d. Materials or items provided by the Client.
e. Regulations imposed by the government.
11.8 Products and/or services from third parties are covered by the warranties provided by that third party.
11.9 Complaints about defects must be reported in writing as soon as possible, at the latest within 14 days after discovery or at the latest within 14 days after the end of the warranty period. If this occurs later, any claim shall lapse. If the Client decides to postpone the repair after discovery, they bear the risk of further damage themselves. Any claims must be instituted within one year after the timely complaint, failing which all rights shall lapse.
11.10 The Client may not transfer its rights under this warranty to third parties.
12.1 In the event of an attributable shortcoming on the part of Nexus B.V., it shall only be obliged to fulfil its contractual obligations.
12.2 The liability of Nexus B.V. is in all cases limited to a maximum of $50\%$ of the contract price (excluding VAT) with an absolute maximum of EUR 500,000. For partial assignments, the limitation applies to that specific part.
12.3 Nexus B.V. is in no event liable for:
a. ndirect or consequential damages, such as business interruption, loss of profit, loss of production, transport costs, or travel and accommodation costs.
b. Damage caused by intent or gross recklessness of auxiliary persons or non-managerial subordinates of Nexus B.V.
12.4 The Client indemnifies Nexus B.V. against third-party claims based on product liability if the Client sells goods to third parties in which products or materials of Nexus B.V. are incorporated.
12.5 Nexus B.V. is not liable for damages caused by employees seconded to the Client.
13.1 If the Client fails to fulfil its obligations timely or properly, or in the event of a well-founded fear of non-performance, moratorium of payments, bankruptcy, cessation of business, liquidation, or transfer of (a significant part of) the business, Nexus B.V. is entitled to wholly or partially rescind the Agreement or suspend its obligations, without further notice of default or judicial intervention, and without being held liable for damages or warranty.
13.2 In the event of suspension or rescission, the entire contract price shall become immediately due and payable, after deduction of installments already paid.
13.3 In the event of force majeure, Nexus B.V. is entitled to wholly or partially rescind the Agreement or suspend its execution without being liable for damages.
13.4 If the Client wishes to terminate the Agreement without any breach on the part of Nexus B.V. and Nexus B.V. agrees to this, Nexus B.V. is entitled to compensation for damages suffered and yet to be suffered, including lost profit and incurred costs.
14.1 Nexus B.V. may temporarily suspend its obligations in the event of force majeure.
14.2 Force majeure is understood to mean: non-timely or defective performance by suppliers, subcontractors, or carriers, extreme weather, earthquakes, fire, power failure, loss or theft of tools or materials, blockades, strikes, work stoppages, import or trade restrictions. If these occur at the location of the Client, the consequences shall be borne by the Client.
14.3 If the temporary impossibility lasts longer than six months, both parties may rescind the Agreement with immediate effect for the part not yet executed.
14.4 In the event of permanent impossibility due to force majeure, both parties may immediately rescind the Agreement for the part concerned.
15.1 If Software is supplied, Nexus B.V. grants the Client a non-exclusive, non-transferable license to use the Software, including accompanying documentation, in accordance with the purposes agreed upon in writing.
15.2 All industrial and intellectual property rights to the Software remain the property of Nexus B.V. or the supplier from whom Nexus B.V. has obtained usage rights. The Client shall respect the confidentiality of the Software and shall not remove any indications concerning ownership or confidentiality. Nexus B.V. may take technical measures to protect the Software.
16.1 During the term of the Agreement and for two years after its termination, the Client shall not hire employees of Nexus B.V. or have them work for it, directly or indirectly, for payment, unless Nexus B.V. gives written permission.
16.2 In the event of a breach, the Client shall forfeit a penalty, immediately due and payable and not subject to mitigation, of at least three times the last gross annual salary (including emoluments) of the employee concerned, without prejudice to the right of Nexus B.V. to claim additional compensation for damages.
17.1 Both parties shall treat all confidential information they obtain within the framework of the Agreement as strictly confidential and shall use it exclusively for the intended purpose, unless legal regulations, agreed-upon deviations, or public knowledge prevent this.
18.1 Nexus B.V. complies with the laws and regulations applicable in the Netherlands, including industry and safety requirements. It expects its contracting parties to do the same.
18.2 Nexus B.V. maintains internal safety standards and procedures to promote occupational safety. If the Client applies stricter safety standards, Nexus B.V. will respect them where possible.
18.3 If the execution of the Agreement is subject to export licenses, sanction legislation, or internal export control of Nexus B.V., the Client is obliged to provide all necessary information. Refusal or delay caused by such legislation or policies shall be considered force majeure.
19.1 All disputes arising from or related to the Agreement shall preferably be resolved in accordance with the rules of the Netherlands Arbitration Institute (NAI). Nexus B.V. also has the right to submit disputes to the competent court in Rotterdam.
19.2 These general terms and conditions and the Agreement are exclusively governed by Dutch law, with the exclusion of the Vienna Sales Convention (CISG).
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