General Terms and Conditions
A) In these general terms and conditions, the following definitions apply:
– Client: the other party of : FELIXrobotics BV and Felixfood B.V. in the case of an agreement as referred to in Articles 2.1 and 2.2 and/or the party to whom FELIXrobotics B.V. and Felixfood B.V. makes an offer or quotation;
– Contractor: FELIXrobotics BV and FELIXfood B.V. (In this document further referred to as FELIXprinters).
B) We are registered at the Netherlands Chamber of Commerce under KVK number 57141061 and 82890722 with our registered office:
Zeemanlaan 15
3401MV IJsselstein
Netherlands
This is also our main trading address.
The client may contact us at the above mentioned address and through the following means: Phone number: +31(0)303031387 Email address: [email protected].
Our VAT number is NL852454600B01 (FELIXrobotics BV) / NL862642917B01 (Felixfood B.V.).
C) All assignments are exclusively accepted and carried out by the Contractor, with the exception of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code.
D) All stipulations in these general terms and conditions have also been made for the benefit of all subordinates of the Contractor and all other persons for whom the Contractor can be held liable.
E) Any general terms and conditions of the Client do not apply and are hereby expressly rejected, except insofar as they have been expressly accepted in writing by the Contractor.
F) The European Commission provides a platform for online dispute resolutions (ODR) which can be accessed at http://ec.europa.eu/consumers/odr/ We are ready to participate in extra-judicial dispute settlement proceedings before a consumer dispute resolution body.
1. Scope
A) These general terms and conditions form part of and apply to all assignment agreements, pertaining to the performance of work by the Contractor, of all ensuing and/or related agreements (including supplementary or follow-up agreements) between the Client and the Contractor, respectively their legal successors, as well as all offers and/or quotations made by the Contractor.
B) These Terms and Conditions shall apply to all purchases submitted or to be submitted by the client for any item, service or subscription offered to the client with a quotations or via the FELIXprinters web-site / web shop, a FELIXprinters device or other FELIXprinters application (referred to in these Terms and Conditions as the “Products”), including, but not limited to, (i) hardware devices, accompanying items and accessories including devices, items or accessories containing pre-installed software (“Hardware”), (ii) FELIXprinters software, including content and content programs offered by FELIXprinters and all Internet-based downloadable (“Software”) and (iii) services offered by FELIXprinters from time to time (“Services”), which may include (separately or bundled) Internet-based services, (third party) functionality or content, whether offered to the client on a subscription basis (“Subscription”) or on a pre-paid basis and delivered in one or more parts.
C) Provisions deviating from these general terms and conditions are only valid if and insofar as they have been expressly agreed in writing between the Contractor and the Client.
D) If any stipulation that forms part of these general terms and conditions and/or the agreement is null and void or is annulled, these general terms and conditions or the rest of the agreement will remain in effect as much as possible and the relevant stipulation will be amended in consultation between the parties. be replaced without delay by a clause that approaches the purport of the original clause as closely as possible
2. Orders
A) Any purchase order submitted is subject to acceptance by FELIXprinters. Only upon acceptance by FELIXprinters by way of an order confirmation is the agreement concluded.
B) FELIXprinters reserves the right to reject any orders in full or in part or to apply a maximum order amount.
C) All orders for Hardware are subject to stock availability.
3. Price and Payment
A) The Client owes the Contractor a fee as well as reimbursement of costs incurred in accordance with the Contractor’s usual rates, calculation methods and working methods.
B) All fees are exclusive of VAT. Any taxes, levies or other government-imposed costs imposed after the quotation date or the date of entry into force of the agreement will be passed on to the Client.
C) The contractor is entitled to changes in the cost price of the performance(s) owed by it, which occur after the quotation date or the date of entry into force of the agreement, as a result of changes in wages, cost prices of raw materials or materials, freight rates, social charges, (other) government levies or currency costs, or any other circumstance, to be passed on to the Client, unless the parties have expressly agreed otherwise in writing.
D) The Contractor is entitled to adjust the contract amounts and rates applied by it annually on 1 January by written notification to the Client in accordance with the change in the price index figure for the annual totals of the consumer price index for all households, as laid down by Statistics Netherlands, unless the parties have expressly agreed otherwise in writing.
E) Prices indicated in contractor quotations or stated on the website/webshop are exclusive of state and local sales and use taxes. Clients are responsible for any such state and local sales and use taxes, and any other taxes and government levies, if any, associated with clients order. Shipping and handling charges (if any) will apply in addition to the sale price indicated on the website and the applicable sales and use taxes. Prices are subject to change at any time but will not affect orders for Hardware, Software, or Services made prior to the date of the change (subject to clause 6c).
F) All orders must be paid for through the payment service as made available by FELIXprinters (“Payment Service”). In order to submit orders and use the Payment Service the client must supply details of clients preferred payment method, billing and shipping address (if applicable) and/or any other details necessary to complete the order.
4. Delivery and risk of loss
A) FELIXprinters will endeavor to deliver or activate the Product within thirty (30) days of order acceptance. If multiple Products are ordered, FELIXprinters reserves the right to deliver or activate each Product separately.
B) Products will be delivered either to client delivery address or possession, or electronically. The risk of loss or damage to the Products will pass to the client at the moment the Products are delivered to clients delivery address or possession.
C) If the client refuse or neglect to take delivery of the Products, FELIXprinters reserves the right to charge for the reasonable cost of storing and shipping the Products until delivery can be made.
D) If delivery to the client should fail for any reason outside of FELIXprinters’s control, FELIXprinters reserves the right to cancel the purchase agreement and refund any moneys paid.
E) If FELIXprinters delivers a Product or an amount of a Product that the client did not order or activates a Product on clients device by mistake, the client shall immediately inform FELIXprinters of its mistake by email via [email protected] and the client shall, at FELIXprinters’s request, immediately arrange for the return of the Product (the costs of which shall be met by FELIXprinters), de-install or destruct the Product.
F) Acceptance of a non-ordered Product or amount of a Product does not relieve the client from acceptance and payment of the Product the client initially ordered, unless otherwise agreed with FELIXprinters.
5. Right to Cancel
The client has the right to cancel this contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day on which the client acquire, or a third party other than the carrier and indicated by the client acquires, physical possession of the last good.
To exercise the right to cancel, the client must inform us (FELIXrobotics BV, FELIXfood B.V. Zeemanlaan 15, 3401MV, IJsselstein, The Netherlands, [email protected], phone number: + 31 30 303 1387 of clients decision to cancel this contract by a clear statement (e.g. a letter sent by post, fax or e-mail). To meet the cancellation deadline, it is sufficient for the client to send clients communication concerning clients exercise of the right to cancel before the cancellation period has expired.
6. Effects of cancellation
If the client cancels this contract, we will reimburse to the client all payments received from you, including the costs of delivery (except for the supplementary costs arising if the client chose a type of delivery other than the least expensive type of standard delivery offered by us). We may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by the client or by exchange rate loss.
We will make the reimbursement without undue delay, and not later than;
A) 14 days after the day we receive back from the client any goods supplied, or
B) (if earlier) 14 days after the day the client provide evidence that the client have returned the goods, or
C) if there were no goods supplied, 14 days after the day on which we are informed about clients decision to cancel this contract.
We will make the reimbursement using the same means of payment as the client used for the initial transaction, unless the client have expressly agreed otherwise; in any event, the client will not incur any fees as a result of the reimbursement.
We may withhold reimbursement until we have received the goods back or the client have supplied evidence of having sent back the goods, whichever is the earliest. The client shall send back the goods or hand them over to us without undue delay and in any event not later than 14 days from the day on which the client communicate clients cancellation from this contract to us. The deadline is met if the client send back the goods before the period of 14 days has expired.
The client will have to bear the direct cost of returning the goods.
The client are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
Before the client return a printer for maintenance, repair or an upgrade the client are required to submit a ticket at support and filling out the RMA form. Unauthorized returns will be rejected without express written approval from FELIXprinters.
7. License, Copyright & Confidentiality
A) Subject to these Terms and Conditions, the client are granted a license to reproduce in order to install and execute the Software, Services and/or the data, information, functionality or other content (“Content”) provided to the client as part of the Hardware or via for personal and private use only on the terms set out in this article 6 (“License”). The client may install and use the Software, Services and Content on only one computer device at any time and in combination with only one Product. The client may not provide the Software, Services or Content to others, directly or indirectly for their or anyone else’s use. This License is non-exclusive and non-transferable which means that FELIXprinters is free to license the Software, Services and Content to other customers and that clients right to use the Software, Services and Content cannot be transferred by the client to someone else or to another piece of Hardware. This License does not include any right to obtain future upgrades, updates or supplements to the Software, Services or Content. If upgrades, updates or supplements to the Software, Services or Content are obtained, however, the use of such upgrades, updates or supplements will be governed by these Terms and Conditions or such other terms and conditions as the client shall be asked to accept prior to FELIXprinters supplying the client with the relevant upgrade, update or supplement.
B) FELIXprinters reserves the right, with or without notice, to discontinue update, upgrade and supplement services provided to the client or made available to the client through the use of the software, services or content, unless the provision of such updates, upgrades or supplements forms an integral part of the product, as indicated by FELIXprinters at the time of sale.
C) Without prejudice to any other rights, FELIXprinters may immediately terminate the license without notice of default being required if the client fail to comply with any material term of these terms and conditions which shall be understood to include clauses 6 and 9. in such event, the client must destroy all copies of the software and all of its component parts as well as any content.
D) Copyright and other intellectual, industrial and/or proprietary rights to the software, to the content, the services and to any copies made of it are owned by FELIXprinters and/or its suppliers. FELIXprinters permits the client to use the software, services and content only in accordance with these terms and conditions. all rights not specifically granted in these terms and
conditions are reserved by FELIXprinters. The client may either (a) make one copy of the software solely for backup or archival purposes, or (b) transfer the software to a single medium provided the original is kept solely for backup or archival purposes. product manual(s) or written materials may not be copied, except for clients own use. The client may not copy, download, upload or in any other way reproduce content, except for creating one copy solely for backup or archival purposes. The client do not acquire ownership of the software or content.
E) The client acknowledge and agree that the products were developed at considerable time and expense by FELIXprinters and are confidential to, and a trade secret of, FELIXprinters and/or other third parties. the client undertake to maintain the products in strict confidence and not to disclose or provide access to the product to any third party.
8. Third Party Software Materials
FELIXprinters products may make use of third party software codes, data, information functionality, other content and algorithms (“third party materials”). The use of third party materials included in the products may be subject to other terms and conditions. the official copyright notices and specific license conditions of these third party materials are to be found in or via our website. The client hereby agree that the submission of any order implies that the client have read and accepted the terms and conditions for any third party materials included in the products ordered.
9. Other Restrictions
Leasing (see also art. 23), lending (see also art. 24), public presentation, performance or broadcasting or any other kind of distribution of the products is prohibited. Other than as permitted by applicable legislation, the client will not, and will not allow any person to, modify the products or any part thereof, to analyse it by means of reverse engineering, to decompile or disassemble the products, or to break or circumvent encryption or to allow or enable third parties to do so.
10. Limited Warranty
A) FELIXprinters does not and cannot warrant that the products operate in a manner that is completely error-free nor that any information provided is always accurate. Calculation errors may occur when using systems such as those caused by local environmental conditions and/or incomplete or incorrect data.
B) FELIXprinters offers a limited warranty that the hardware will be free from defects in workmanship and materials under normal use (“defects”) for a period of two (2) years from the date the hardware was purchased (“warranty period”). Any warranty obligation of FELIXprinters under this section is expressly conditioned on clients compliance with this agreement. During the warranty period, the hardware will be repaired or replaced by FELIXprinters (“limited warranty”) without charge for either parts or labor. If the hardware is repaired after the warranty period has expired, the warranty period for the repair will expire six (6) months after the date of repair. This warranty does not cover software or services.
C) This limited warranty does not cover damage caused by normal wear and tear or incompetent use, careless handling and/or transport, as a result of the hardware being opened, cleaning, renewed or repaired by someone not authorized by FELIXprinters, and does not cover damage caused by: misuse, moisture, liquids, proximity or exposure to heat and accident, abuse, non-compliance with the instructions supplied with the hardware, neglect or misapplication or when used for purposes other than for which the product is intended or suitable or when using excessively. The limited warranty does not cover physical damage to the surface of the hardware, network problems and/or modifications to Customer’s network configuration. Excluded from the warranty are (defects in) deliveries, cords and connecting cables, interim work and maintenance, as described in the operating instructions;
D) Except for this limited warranty, and to the maximum extent permitted by applicable law, FELIXprinters and its suppliers provide the products “as is”, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, non-infringement, quiet enjoyment, system integration, title, satisfactory quality, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of reasonable care and skill, all with regard to the products; as well as the provision of or failure to provide support or other services, information, software, and related content through the products or otherwise arising out of the use of the products. also, there is no warranty or condition of quiet enjoyment, quiet possession, or non-infringement with regard to the products.
E) In order to make a claim under the limited warranty of a defect, the client must contact FELIXprinters by email during the warranty period to explain the defect and to obtain a return materials authorization number if necessary. The hardware must be returned to FELIXprinters as soon as possible following clients notification of the defect, along with an explanation of the defect, to the address provided by FELIXprinters. The client must comply with any other return procedures stipulated by FELIXprinters, if any.
F) This limited warranty is the only express warranty made to the client and is provided in place of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications.
G) If applicable law requires any implied warranties with respect to the hardware, all such warranties are limited in duration to two (2) years. Some states and/or jurisdictions do not allow limitations on how long an implied warranty lasts, so the above may not apply to you. The provisions of this clause 9 do not affect any of clients legal rights under applicable national legislation governing the sale of consumer goods.
H) If necessary, this warranty can be extended for a predetermined fee and renewal period.
This extended warranty can only be purchased in consultation with a service contract (see article 22).
I) This limited warranty is not transferable.
J) This clause 9 sets forth clients sole and exclusive remedy in connection with any warranties granted by FELIXprinters hereunder.
11. Limitation of Liability
A) Neither FELIXprinters nor its suppliers shall be liable to the client or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including in each case, but not limited to, damages for the inability to use or access the products, loss of data, loss of business, loss of profits, business interruption or the like) arising out of the use of or inability to use the products, even if FELIXprinters has been advised of the possibility of such damages.
B) Notwithstanding any damages that the client might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of FELIXprinters and any of its suppliers arising from or related to the use of the products shall be limited to the amount actually paid by the client for the products concerned.
C) Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. The above limitation of liability does not affect any legal rights under the applicable national legislation.
D) FELIXprinters does not accept any liability with regard to damage with regard to lost profit, damage due to loss or missing of data (files), missed savings, damage due to business stagnation and stagnation due to malfunction of a business process or damage due to exceeding a term, or any other form of indirect or consequential damages. The Customer indemnifies FELIXprinters against all claims from third parties in this regard.
E) FELIXprinters also accepts no liability if the Products to be delivered are not suitable for the purpose for which the Customer wishes to use them if that purpose has not been made known to FELIXprinters. The Customer must investigate the suitability itself.
F) The provisions of this article are without prejudice to any liability of FELIXprinters under the statutory provisions with regard to product liability.
G) FELIXprinters accepts no liability for any infringement of rights of third parties such as infringement of copyright, neighboring, reproduction rights and related Intellectual property rights as a result of works reproduced by the Customer and indemnifies FELIXprinters against any liability in this regard.
H) FELIXprinters’ obligation to pay compensation never exceeds what it receives from its insurance company.
I) The liability of FELIXprinters for any damage caused by Third Party Products is at all times limited to the amount paid by the Customer to FELIXprinters for the use of the Third Party Products.
J) In the event of a rental or lease, the Customer is liable for any loss or damage to the Products as a result of attributable acts or omissions on the part of its personnel or contractors. The Customer is also liable for any loss or damage resulting from, for example, fire, lightning, explosion, water, sprinkler leakage, smoke, soot, theft, vandalism and/or improper use. The Customer is at all times obliged to report loss or damage, however caused, with regard to the Products in writing to FELIXprinters within 24 hours, stating the cause. The Customer undertakes to insure the Products adequately at new value and to keep them insured against all damage as referred to in this article at its own expense and will have FELIXprinters provide proof of this on first request.
K) The results of the application and use of the studies and/or advice provided by FELIXprinters depend on many factors that are beyond the influence of FELIXprinters. Although the assignment is carried out by FELIXprinters to the best of its knowledge and ability, and in accordance with the requirements of good workmanship, no guarantees can therefore be given with regard to the results of the studies carried out and/or advice provided by FELIXprinters, or by FELIXprinters. work performed. FELIXprinters accepts no liability for damage resulting from editorial and/or substantive inaccuracies and/or incompleteness in the advice and/or Services provided by and/or on behalf of FELIXprinters.
12. Repair
A) Our employees are given in all times access to the areas where the 3D printers are set up.
B) Our employees can always carry out their maintenance/service/clean repair activities in a safe and healthy environment.
C) Should FELIXprinters decide that the repair cannot be carried out directly on site but must be carried out at FELIXprinters, any additional costs (including shipping costs) will be charged when the repair is not covered by the limited warranty
13. Transport
If the printer weighs more than the legally permitted lifting weight of 25 kg, the customer must ensure that the printer is transported by means of lifting equipment to the place where it is to be installed or to the transport vehicle. If the customer takes care of transport himself, a transport truck with tail lift is required to safely handle the printer
14. Export Controls
The client will comply with all applicable laws and regulations, including without limitation the dutch administration act, regarding the export of technology with respect to the products.
15. Force Majeure
Force majeure means circumstances that impede the fulfillment of FELIXprinters obligations under these terms and conditions which are not within FELIXprinters reasonable control, including late and/or delayed deliveries and incomplete deliveries by FELIXprinters caused by circumstances beyond FELIXprinters reasonable control. in a force majeure situation all of FELIXprinters obligations shall be suspended. should the period in which FELIXprinters cannot fulfill its obligations as a result of force majeure continue for longer than ninety (90) calendar days, both parties shall be entitled to dissolve the purchase agreement in writing without there being an obligation to pay any compensation whatsoever arising out of or in connection with that dissolution.
16. Privacy
FELIXprinters will not disclose information regarding clients personal details, account or transactions to any third party other than in accordance with the privacy policy from dutch law.
FELIXprinters holds the right to show clients company name and logo in FELIXprinters promotions, only in the context of the client being one of FELIXprinters customers. (‘’our customers include …[buyer company name and logo]’’)
17. Links to Third Party Websites
FELIXprinters is not responsible for the content of any third-party websites or services, any links contained in third-party websites or services, or any changes or updates to third-party websites or services. where FELIXprinters provides links and/or access to third-party websites and/or services it is only as a convenience to you, and the inclusion of any link or access does not imply an endorsement by FELIXprinters of the third-party site or service.
18. Third Party Rights
Third parties have no rights under applicable legislation in relation to the rights of third parties to rely upon or to enforce any term of these terms and conditions but that does not affect any right or remedy of a third party which exists or is available apart from such applicable legislation.
19. Survival
Any provisions in these terms and conditions which by their nature extend beyond the termination or expiration of any sale or license of the products will remain in effect.
20. Severability
If any provision of these terms and conditions is deemed to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. the client and FELIXprinters are deemed to have agreed to new terms and conditions in substitution for such invalid provisions. these new terms and conditions shall be interpreted, as regards their contents and effect, as closely as possible to the original text as written but in such a way that rights can indeed be derived from them.
21. Governing law
These terms and conditions and any disputes related to these terms and conditions or to the purchase and use of the products or otherwise are subject to the laws of the Netherlands. the United Nations convention on contracts for the international sales of goods is hereby excluded from application to these terms and conditions. All disputes arising out of these terms and conditions shall be settled by courts venued in Amsterdam, which will have exclusive jurisdiction in respect of any such disputes.
22. Translations
This English version of these terms and conditions is the version that governs clients purchase, of products from FELIXprinters if the client are located in the unites states of America. Should the client have any questions, suggestions or complaints concerning clients order, clients purchase, these terms and conditions, or if the client desire to contact FELIXprinters for any reason, please do so by email by visiting FELIXprinters’s website.
23. Service subscription
A) The service subscription is valid for one year (12 months) from the moment of commencement.
B)The subscription will be tacitly renewed annually.
C) The subscription can be terminated annually by means of a written cancellation, with due observance of a minimum of 3 months.
D) In the service contract, only those activities are carried out as included in the quotation. Other activities that fall outside this will be carried out at additional costs.
E) If the customer does not agree to allow FELIXprinters to carry out parts up to a maximum amount of € 500 exclusive of VAT directly on site (if not cover by the limited warranty), repairs will not be carried out before written permission from the customer. FELIXprinters will, in case of repair / replacement of parts, demonstrate by means of photos or broken parts that replacement was necessary.
F) Should FELIXprinters decide that the repair cannot be carried out directly on site but must be carried out at FELIXprinters, any additional costs (including shipping costs) will be charged when the repair is not covered by the limited warranty
G) Obligation to pay the periodically due amounts and any other amounts under all service agreement with FELIXprinters is unconditional. The Customer cannot invoke set-off or any right of suspension and the Customer is not entitled to impose an attachment against FELIXprinters. If the Customer is in arrears with any payment obligation, the Customer will immediately be in default by operation of law, without notice of default being required and without prejudice to the other legal requirements for default. In the event of late payment, the Customer owes default interest from the first day. In those cases, FELIXprinters can first use the amounts received from the Customer to pay default interest plus costs.
H) The VAT owed by the Customer must be paid no later than on the due date of the first lease term.
24. Lease Agreement
A) The ownership of the Products remains with FELIXprinters during the term of the Lease Agreement. The Customer is the holder of the Products for FELIXprinters from the Delivery of the Products to the installation address.
B) Ownership of the Products, if included in the Lease Agreement, maybe transferred to the Customer after the rental period agreed with the Customer has expired, if the Customer has fulfilled all its obligations under the Lease Agreement and without the need for a separate delivery act.
C) Except where a different commencement date is stated in the Lease Agreement, the lease will commence on the day of Installation of the Products and shall apply prior to the termination of the agreement (term). Description is understood to mean the number of months indicated in the Lease Agreement, plus the number of days that have elapsed on the first day of the month following the commencement date of the Lease Agreement since the commencement date.
D) The first periodic amount as stated in the Lease Agreement must be credited to the account of FELIXprinters on the commencement date and then each time one calendar month thereafter during the entire term of the Financial Lease Agreement, unless the Financial Lease Agreement prescribes a different payment schedule. Without prejudice to the payment of the periodically due amounts as stated in the Lease Agreement, FELIXprinters can charge in addition, pro rata, the use and (possibly) Service with regard to the Products for the number of days that, on the first day of the month following the commencement date of the Lease Agreement has passed. “Month” means “calendar month”.
E) Obligation to pay the periodically due amounts and any other amounts under all Lease Agreements with FELIXprinters is unconditional. The Customer cannot invoke set-off or any right of suspension and the Customer is not entitled to impose an attachment against FELIXprinters. If the Customer is in arrears with any payment obligation, the Customer will immediately be in default by operation of law, without notice of default being required and without prejudice to the other legal requirements for default.
In the event of late payment, the Customer owes default interest from the first day. In those cases, FELIXprinters can first use the amounts received from the Customer to pay default interest plus costs.
F) The VAT owed by the Customer must be paid no later than on the due date of the first lease term.
G) During the term of the Lease Agreement, the Customer will have the Products specified in the Lease Agreement maintained by FELIXprinters under the provisions as included in the Terms of Service subscription (clause 22)
H) During the term of the Lease Agreement, the Client shall:
1. Immediately inform FELIXprinters as soon as the Products are damaged or do not function properly. The Customer shall not repair Products itself and shall not have any other person, firm or company than FELIXprinters repair or replace a part thereof;
2. allow FELIXprinters and any person, firm or company authorized by FELIXprinters to inspect and maintain the Products during FELIXprinters ‘ usual working hours;
3. keep the Products for the benefit of FELIXprinters and inform FELIXprinters immediately as soon as the Customer loses actual control over it and as soon as it becomes aware of any circumstance that could lead to this. Customer will further provide FELIXprinters with all necessary information to protect FELIXprinters interests;
4. adequately insure the Products and keep them insured, preferably by having FELIXprinters listed in the policy as co-insured, and the Customer will pay the corresponding premium. Upon request, the Customer will hand over a copy of the relevant policy to FELIXprinters;
5. not allow or tolerate persons other than the Customer, its employees or others who perform work for it to use the Products, unless prior written permission has been obtained from FELIXprinters;
6. keep the Products out of any tax and legal action and/or procedure and immediately inform all parties involved of the Lease Agreement as soon as the Products become involved;
7. not sell, (sub) rent, transfer, lend, encumber, renounce or otherwise allow third parties to dispose of the Products;
8. not move the Products from the place where the Products have been set up by or on behalf of FELIXprinters without the permission of FELIXprinters.
I) FELIXprinters is entitled to take all measures it deems necessary to protect its rights. The costs of these measures will be borne by the Customer, unless the reason for those measures lies in a circumstance that can be attributed exclusively to FELIXprinters. The Customer shall pay the costs at its expense to FELIXprinters upon first request.
J) The Lease Agreement cannot be terminated prematurely except in the case and in the manner referred to pursuant to Article (R-T)
K) In the event that one or more of the situations of Article 19 of Chapter 1 ‘Definitions and General Provisions’ arise, FELIXprinters has the right to suspend or terminate the Financial Lease Agreement with immediate effect without notice of default and/or judicial intervention being required.
L) In the event of premature termination pursuant to Article O-Q by FELIXprinters due to a circumstance occurring on the part of the customer as referred to in Chapter 1 ‘Definitions and General Provisions’, the Customer owes FELIXprinters the period amount multiplied by the originally agreed remaining term without prejudice to the rights of FELIXprinters to compensation for damage, costs and everything else that the Customer owes FELIXprinters with regard to the Lease Agreement, including overdue installments.
M) Upon any termination of the Financial Lease Agreement for whatever reason, FELIXprinters has the right to immediately take back the Products and the Customer is obliged to allow FELIXprinters free access to the space in which the Products are located. The removal costs are for the account of the Customer.
N) If the Lease Agreement is taken over by a third party after written approval from FELIXprinters, FELIXprinters will charge takeover costs. The costs of transferring a Lease Agreement amount to 2% of the contract value, as stated in the Lease Agreement, with a minimum of €250 excl vat.
O) In case of rental or lease, the Customer is obliged to take out adequate insurance and insured to cover any risk of loss and/or damage to the Products made available by FELIXprinters, all this against new value of the present Product.
P) If desired, the Customer will allow FELIXprinters to inspect the policy.
Q) FELIXprinters is exclusively entitled to the damage payment up to the total amount of its damage. Any deductibles under the policy will be paid by the Customer to FELIXprinters. If necessary, FELIXprinters is authorized – also on behalf of the Client – to inform the insurers that discharge can only be paid to FELIXprinters. If, in the opinion of FELIXprinters, this should be necessary, the Customer will transfer its right to damages to FELIXprinters.
R) The Customer is immediately in default, without any notice of default, judicial intervention or other formality being required, and FELIXprinters is then entitled to terminate all Agreements concluded with the Customer with immediate effect, without prejudice to FELIXprinters’ rights to compensation, in the event is:
– of bankruptcy or suspension of payment of the Customer;
– the Client’s goods are seized or there is a threat of (soil) seizure;
– Customer dies or is dissolved;
– Customer ceases, liquidates or disposes of its business or an important part thereof;
– The Customer does not timely and fully comply with the obligations towards FELIXprinters arising from the Agreement(s);
– in the opinion of FELIXprinters, there are valid reasons to assume that the Customer will not fulfill its obligations under the Agreement(s) concluded with FELIXprinters, or that the possibilities of recourse with regard to the Customer or the Products are at risk.
S) If the Customer falls short in its obligations towards FELIXprinters or, in the opinion of FELIXprinters, there are sound reasons to assume that the possibilities of recourse with regard to the Customer or the Products are in danger, FELIXprinters is entitled to place the Products in its power or to that of a third party to be designated by it in order to safeguard its rights. The Client hereby expressly authorizes FELIXprinters to enter the Client’s business and storage areas for this purpose. FELIXprinters will charge the costs incurred (including transport and de-installation costs) to the Customer.
T) In the event of termination or cancellation by FELIXprinters of the Agreement(s) concluded with the Customer, FELIXprinters is entitled, without prejudice to its other rights under the Agreement or the law, to charge the Customer (if applicable) default interest and costs on all that the Customer owes. FELIXprinters, including overdue installments, including the right to make future periodically due amounts payable immediately by way of compensation under the contracts concluded with FELIXprinters. Part of a month is counted as a full month.
U) Upon termination or cancellation by FELIXprinters of the Agreement(s) concluded with the Customer, the Customer is no longer authorized to use Products, except in the case of purchase, and all user rights that fall under the Agreement(s) lapse and FELIXprinters is entitled to to retrieve delivered Products from the Customer and the Customer in turn hereby expressly authorizes FELIXprinters to enter the Customer’s business and storage areas for this purpose. FELIXprinters will charge the costs incurred (including transport, de-installation and depreciation costs) to the Customer.
The Customer shall decommission the licensed Software, hand over any manuals or other materials to FELIXprinters and provide FELIXprinters with a statement of decommissioning and, if FELIXprinters so requests, also signed by an independent accountant. FELIXprinters is entitled to have the Service stopped immediately.
V) The Customer hereby grants FELIXprinters permission in advance to transfer the Lease Agreement, as well as the ownership of the Product, in whole or in part. FELIXprinters will inform the Customer of this in a timely manner. The Customer will cooperate in this regard. The Lease Agreement cannot be transferred by the Customer without the prior written consent of FELIXprinters
W) The customer will inform FELIXprinters in a timely manner and in writing about changes in name, address and place of residence, about changes in the ownership relationship within the company and about changes in the (postal) bank accounts with which FELIXprinters settles its claims and/or credits. The Customer undertakes to provide financial data and explanations at the request of FELIXprinters.
X) The Customer will immediately inform FELIXprinters in writing if and as soon as it is aware of (the intention to) withdraw a liability statement (among other things as referred to in Section 2:403 of the Dutch Civil Code) for the obligations of the Customer.
25. Loan Agreement
A) FELIXprinters gives the Customer on loan which loan the Customer accepts from FELIXprinters, Products as specified in the Loan Agreement.
B) The purpose of the Loan Agreement is that the Customer can thoroughly ensure that the Products meet the requirements set by him or that they are made available by FELIXprinters in the context of sponsorship.
C) The Products given on loan by FELIXprinters to the Customer remain the property of FELIXprinters.
D) The Loan Agreement commences on the day of Installation of the Products and is valid for the term specified in the Agreement.
E) FELIXprinters has the right to terminate the Loan Agreement prematurely with immediate effect without notice of default and/or judicial intervention being required if the Customer, in the opinion of FELIXprinters, does not make sufficient efforts to do what is referred to B or in the event that one or more of the situations Artcle 6. License, Copyright & Confidentiality f the General Terms and Conditions. or in the event that one or more of the situations of Article 18 of Chapter 1 ‘Definitions and General Provisions’ occur, without prejudice to FELIXprinters rights to compensation for damage, costs and everything else that the Customer has to pay with regard to the Loan Agreement is owed to FELIXprinters, including overdue installments.
F) Upon any termination of the Loan Agreement for whatever reason, FELIXprinters has the right to immediately take back the Products and the Customer is obliged to allow FELIXprinters free access to the space in which the Products are located. The removal costs are for the account of the Customer.
G) FELIXprinters will charge the Customer for the costs as specified in the Loan Agreement.
H) FELIXprinters provides the Service of the equipment specified in the Loan Agreement in accordance with the provisions of the Terms of Service (see Chapter 12).
I) The equipment is for the account and risk of the Customer during the period specified in the Loan Agreement. The customer is therefore liable for loss, theft or damage to the equipment for whatever reason, unless the damage and/or loss is due to intent, fault or negligence on the part of FELIXprinters or persons of whom FELIXprinters is during the performance of this Trial or Loan Agreement.
