Terms and Conditions.

Formation of agreement

• If the Client tacitly or expressly accepts a proposal (such as a quotation) from BB Open, an Agreement is formed in accordance with the content of that proposal. This also applies if the proposal is a response to a request from the Client.
• If BB Open sends an order confirmation to the Client, an Agreement is formed in accordance with the content of that confirmation.
• If a document has been signed (a deed), an Agreement is formed in accordance with the content of that deed.
• Where the content of the documents referred to in the previous paragraphs differs, the content of a deed takes precedence over a confirmation and/or proposal, and the content of a confirmation takes precedence over a proposal. Where the content of an Agreement differs from the content of these Terms, the content of the Agreement takes precedence.
• A proposal always remains non-binding and may be withdrawn by BB Open at any time.
• Articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.
• Each Agreement is regarded as a separate agreement, unless otherwise agreed. No long-term relationship requiring termination is therefore created.
• If a continuing performance contract (long-term relationship) demonstrably exists, it may be terminated by BB Open at any time with three months' notice, counted from the end of the month in which notice was given. No right to compensation arises.
• Deviations or additions to the Agreement are only valid if recorded in writing. BB Open may unilaterally amend these Terms.
• In case of differences between language versions of the Terms, the Dutch text is decisive.

Duration of the agreement

• If no duration is stated in the Agreement, it runs for an indefinite period and may be terminated with one month's notice.
• If a duration is stated in the Agreement, that duration applies and early termination is not possible. An agreement that ends when BB Open's work is complete cannot be terminated early.

What can you expect from BB Open?

• BB Open delivers as it reasonably may, but gives no guarantees about the quality or characteristics of the result, unless BB Open has included an express guarantee in the Agreement.
• BB Open's performance may deviate slightly from models, examples or technical data previously shared. Such deviations do not constitute shortcomings.
• If a guarantee obligation exists, the Client must give BB Open written opportunity to resolve a defect within a reasonable time. BB Open may choose how to do so, for example by:
  • Repairing the defect;
  • Replacing a component;
  • Providing compensation proportionate to the defect.
• The Client cannot invoke a guarantee in situations such as:
  • If the Client has not paid in full;
  • If there is improper use;
  • If the cause is outside BB Open's control;
  • If modifications were made without BB Open's written consent.
• BB Open may have (part of) the work carried out by third parties.
• Unless otherwise agreed in writing, BB Open is bound to a best-efforts obligation (not a result guarantee) and carries out the work to the best of its knowledge and ability.
• Deadlines for delivery or performance are not final deadlines unless expressly and in writing agreed as such. The deadline does not start until all required information has been received by BB Open.

What do we expect from you as Client?

• The Client ensures that all information necessary or relevant for the execution of the Agreement is shared with BB Open in a timely, complete and accurate manner, both on request and on its own initiative.
• The Client pays BB Open's invoices within fourteen days of the invoice date and furthermore:
  • In euros;
  • Without set-off or suspension;
  • To the bank account number stated on the invoice.
• The price stated in the Agreement is exclusive of (and may therefore be increased by):
  • Travel expenses;
  • VAT;
  • Price increases imposed by a BB Open supplier;
  • Costs BB Open must incur to comply with (amended) regulations or resulting from government action;
  • Cost increases due to indexation.
• BB Open is entitled to index prices annually on the basis of the Consumer Price Index (CPI) published by Statistics Netherlands (CBS). If this index is not representative for the nature of the Agreement, BB Open may instead use another CBS price index that better corresponds. If the index used is replaced or discontinued, a comparable successor index may be used.
• Work is, unless otherwise agreed, performed at an hourly rate. This rate may depend on the function and experience of the employee and is a minimum of €90.00 excluding VAT. Additional costs are charged through and advances are settled in the final invoice.
• All additional costs or price increases resulting from additions or changes to the Agreement at the Client's request are entirely at the Client's expense.
• Costs arising from unforeseen circumstances that BB Open could not reasonably have anticipated are also at the Client's expense.
• At BB Open's request, the Client must pay in a way other than money, for example with goods (payment in kind).
• The payment term is a 'term set for fulfillment' within the meaning of Art. 6:83(a) of the Dutch Civil Code. If the Client does not pay on time, the following automatically applies (without the need for a notice of default):
  • 15% interest per year is charged on the outstanding amount;
  • The Client owes 15% collection costs with a minimum of €250;
  • If legal steps are necessary, the Client also reimburses the actual costs thereof (such as lawyer and court fees).
• BB Open may always claim performance and/or compensation under the law.
• Payments from the Client are first applied to costs and interest, then to the oldest outstanding invoices, even if the Client states a different reference or description with the payment.
• If BB Open carries out work at the Client's premises, the location must be safe, comply with (occupational health and safety) regulations and have the necessary facilities.

Quality and complaints

• Complaints about work performed or the invoice must be reported to BB Open in writing or by email within 7 days of completion or receipt of the invoice. Failure to do so means the work is assumed to be in order.
• All other complaints must be reported to BB Open in writing or by email within 7 days of discovery or the moment the Client should have discovered the defect. Failure to do so means everything is assumed to be in order.
• If the Client has already (partially) processed or passed on the delivered goods, everything is assumed to be in order. BB Open is then no longer liable.
• If a complaint is justified, BB Open may choose between replacement, repair or an appropriate price reduction. The Client is bound by BB Open's choice.

Force majeure

• Force majeure (as referred to in, among others, Article 6:75 of the Dutch Civil Code) also includes circumstances beyond BB Open's control that make it reasonably impossible to expect BB Open to fulfil its obligations. This includes natural disasters, fire, strikes, pandemics, government measures, supplier problems, war, transport problems or illness of personnel.
• In case of force majeure:
  • The Client may not dissolve the Agreement;
  • BB Open's obligations are suspended;
  • The Client has no right to compensation, even if BB Open thereby saves costs or obtains an advantage.
• If the force majeure situation lasts longer than two months, BB Open may dissolve the Agreement in whole or in part.

Intellectual property

• Through the formation or performance of the Agreement, the Client acquires no rights to intellectual or industrial property of BB Open. Such rights are and remain with BB Open. This includes, for example, copyright, trademark rights, design rights, patent rights, database rights or trade secrets, which may relate to quotations, designs, images, drawings, software, models or recipes.
• If the performance of the Agreement creates new rights as referred to in the previous paragraph, these become the property of BB Open, not the Client. If anything needs to be recorded in this context, the Client cooperates free of charge.
• The Client may only use information received from BB Open for the purpose for which it was provided.
• The Client may not (unless otherwise agreed in writing):
  • Use the brand name or other rights of BB Open;
  • Modify anything delivered by BB Open or the result thereof;
  • Remove labels or brand names or add their own brands;
  • Use BB Open materials for promotion.
• Share BB Open's information with third parties, except where this is necessary to execute the Agreement and the third party has signed a non-disclosure agreement.

Penalty clause

• If the Client acts in breach of these provisions (for example by unauthorised use of brand names, designs or confidential information), the Client immediately owes BB Open a penalty of €2,500 per violation, plus €250 for each day the violation continues.
• This penalty is intended as an incentive for compliance. BB Open has the right to claim compensation or performance in addition to the penalties. Article 6:92 of the Dutch Civil Code is excluded.

Privacy

• If BB Open processes personal data provided by the Client, the Client warrants that such data was lawfully obtained and processed and that no rights of data subjects or third parties were infringed in the processing.
• If BB Open is held liable by third parties or data subjects for unlawful processing of personal data provided by the Client (for example, processing in violation of the GDPR), the Client shall fully indemnify BB Open.
• BB Open's privacy policy, as found on its website, forms part of these Terms. If a privacy policy is (temporarily) unavailable, BB Open will provide it on request as soon as it is available.

Client liability

• The Client's statutory liability is not limited.
• If damage occurs because the Client provided incorrect information, or provided information too late or incompletely, the Client is liable for this. If damage occurs because the Client gave certain instructions (such as following a working method or using materials), the Client is also liable.
• The liability referred to above also applies if the information or instruction is given by a third party acting on behalf of or for the Client. The Client is responsible for all its auxiliaries.
• BB Open may call the Client in warranty and is entitled to full indemnification for damage as referred to above. This also applies if a third party holds BB Open liable.

BB Open's liability

• BB Open's total liability is limited to the amount paid out by its insurer.
• If no payment is made, BB Open's maximum liability is limited to the price the Client owes under the Agreement for BB Open's own work (not including work or costs that BB Open charges through from suppliers) from which the liability arises, or €15,000 (whichever is lower), and BB Open is not liable for indirect damage such as consequential loss, non-material damage, business damage or environmental damage.
• The liability limitations do not apply in cases of intent or gross negligence by BB Open or its management.
• The Agreement is concluded with the legal entity (BB Open), never with an individual employee. Joint and several liability is therefore excluded. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are excluded.
• BB Open's auxiliaries may also invoke these liability limitations. This applies as a third-party clause within the meaning of Article 6:253 of the Dutch Civil Code.
• Any claim by the Client lapses one year after completion of the work under the Agreement.

Suspension, set-off and dissolution

• The Client may not suspend or set off its payment obligations.
• In the following situations, the Client is automatically in default, all claims become immediately due and payable and BB Open may immediately terminate (in whole or in part) the Agreement without a court order or notice of default:
  • The Client applies for bankruptcy or suspension of payments, or is declared bankrupt;
  • The Client is placed under administration or guardianship;
  • The Client sells or ceases (part of) its business activities or suspends them;
  • Attachment is levied on the Client's assets;
  • BB Open has good reason to suspect the Client will not fulfil its obligations.
• Upon dissolution as referred to above, the Client owes a penalty of 25% of the agreed price (including shipping costs), in addition to BB Open's right to full compensation. Article 6:92 of the Dutch Civil Code is excluded.
• BB Open may require the Client to pay (part of) the price in advance or provide security. If the Client does not do so (on time), BB Open may terminate the Agreement. All resulting damage is at the Client's expense.

Applicable law and disputes

• All Agreements and these Terms are governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention.
• Any disputes shall in the first instance be submitted to the court of Zeeland-West-Brabant, location Breda. BB Open also has the right to submit the dispute, where legally possible, to another competent court.