1.1 These terms and conditions apply to any offer or quotation made by Duxly e-com partners in respect of its services and form an integral part of any agreement between Duxly e-com partners and the Client, unless expressly agreed otherwise in writing.
1.2 Any purchase or other terms and conditions of the Client shall only be binding if and insofar as they have been expressly accepted in writing by Duxly e-com partners.
2.1 The Agreement is established by express written acceptance of the quotation or offer by the Client.
2.2 If the Client does not explicitly indicate its agreement with the quotation or offer, but nevertheless agrees, or creates that impression, that Duxly e-com partners performs work that falls within the description of the services, the quotation shall be considered accepted. This also applies when the Client requests Duxly e-com partners to perform certain work without waiting for a formal quotation.
2.3 Offers made by Duxly e-com partners are non-binding and valid for fourteen (14) days from the date the offer was made, unless the offer expressly states otherwise in writing. If the Client has not accepted the offer within the aforementioned period, the offer expires unless an extension of the aforementioned period is agreed upon in writing.
2.4 If it appears that the information provided by the Client when applying for the Agreement was incorrect, Duxly e-com partners has the right to adjust the prices accordingly.
2.5 The Agreement is only established when the Client and Duxly e-com partners have both signed the acceptance of the quotation or offer in writing, which document is hereinafter referred to as the 'Order Confirmation'.
3.1 The Client is obliged to do and refrain from doing everything that is reasonably desirable and necessary to enable a correct and timely performance of the Services. The Client shall provide Duxly e-com partners with all useful and necessary data or information for this purpose.
3.2 The Client guarantees the accuracy, completeness and reliability of the information provided to Duxly e-com partners, even if it comes from third parties.
4.1 Duxly e-com partners assumes an obligation of effort in performing the Agreement and will perform this Agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship.
4.2 In executing the Agreement, Duxly e-com partners will take into account the reasonable wishes of the Client as much as possible, provided that, in the opinion of Duxly e-com partners, this is conducive to the proper execution of the Agreement.
4.3 If and to the extent required for proper execution of the Agreement, Duxly e-com partners is entitled to have certain work performed by third parties.
5.1 The parties may agree in the interim that the approach and scope of the Agreement and/or the work arising from it be expanded or changed. Additional work will in principle only be carried out by Duxly e-com partners if the parties have signed a further written agreement to this effect.
5.2 This additional work will be reimbursed by the Client according to the usual rates of Duxly e-com partners.
5.3 Client accepts that changes in the work referred to in Article 5.1 may affect the agreed or expected time of completion of the Agreement.
5.4 If, in the opinion of Duxly e-com partners, a change in the performance of the Agreement is necessary in order to fulfill the obligations to the Client, Duxly e-com partners is authorized to make such a change, within reason and fairness.
6.1 When the agreement is concluded, the parties shall agree on an hourly rate or a fixed fee, both rates excluding travel and accommodation expenses. All prices are exclusive of VAT and other government levies.
6.2 If a price is based on information provided by the Client and this information turns out to be incorrect, Duxly e-com partners has the right to adjust the prices accordingly, even after the Agreement has already been concluded.
6.3 Duxly e-com partners is entitled to adjust its prices each time the Agreement is renewed with a maximum increase of five (5) percent.
7.1 Duxly e-com partners will invoice the amounts owed by Client once in advance to Client. Amounts due periodically will be invoiced to Client prior to that particular period.
7.2 Duxly e-com partners may issue electronic invoices to the Client's email address known to Duxly e-com partners. Client agrees to this method of invoicing.
7.3 Payment by the Client must be made within fourteen (14) days of the invoice date - without discount or set-off - by transfer to a bank account designated by Duxly e-com partners or by direct debit.
7.4 If the Client has not paid in full after the payment deadline, Duxly e-com partners will still give the Client the opportunity to pay the invoice amount within seven (7) days. If the Client has not paid in full even after this period, he is automatically in default without notice of default being required.
7.5 In the event of late payment, Client shall, in addition to the amount due and the interest accrued thereon, be liable for full compensation of extrajudicial and judicial costs, including full attorney's fees.
7.3 If the client objects to an invoice from Duxly e-com partners, the client shall make this known within 14 days of the date of the invoice. Client has up to 14 days after the date of the invoice to motivate this objection in writing. If client has not complied with the above, client is deemed to have accepted the invoice.
7.4 All prices are exclusive of VAT and other government levies.
8.1 Any (delivery) deadlines mentioned by Duxly e-com partners are in no case deadlines. However, Duxly e-com partners will make every effort to meet the mentioned (delivery) deadlines. If it appears that Duxly e-com partners will not meet the deadline in question, Duxly e-com partners will, to the extent possible, inform the Client.
9.1 Neither party can be held to fulfill any obligation if a circumstance beyond the control of the parties, which could or should have been foreseen at the conclusion of the contract, nullifies any reasonable possibility of fulfillment.
9.2 Force majeure includes (but is not limited to): failures of public infrastructure that is normally available to Duxly e-com partners, and on which the delivery of the services depends, but over which Duxly e-com partners cannot exercise any actual power or contractual fulfillment obligation, such as networks in the Internet that Duxly e-com partners has not contracted with; failures in infrastructure and/or services of Duxly e-com partners caused by computer crime, e.g. (D)DoS attacks or successful or unsuccessful attempts to circumvent network security or system security; shortcomings of suppliers of Duxly e-com partners, which Duxly e-com partners could not foresee and for which Duxly e-com partners cannot hold the supplier liable, e.g. because the suppliers in question were (also) subject to force majeure; defectiveness of items, equipment, software or other source material the Client has prescribed the use of; unavailability of staff members (due to illness or otherwise); government measures; general transport problems; strikes; wars; terrorist attacks and domestic disturbances.
9.3 If Duxly e-com partners has already partially fulfilled its obligations when the force majeure occurs, Duxly e-com partners is entitled to separately invoice what has already been delivered and the client is obliged to pay this invoice as if it were a separate transaction.
10.1 The parties shall keep confidential any information which they provide to each other before, during or after the execution of the agreement if this information is marked confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the execution of the agreement.
10.2 Duxly e-com partners may use the knowledge gained in the execution of the agreement for other assignments, provided that in doing so no information of the Client becomes available to third parties in violation of confidentiality obligations.
10.3 The obligations under this Article shall survive termination of the agreement for any reason, and for as long as the party providing the information can reasonably claim the confidentiality of the information.
11.1 The total liability of Duxly e-com partners as a result of an attributable failure in the fulfillment of the Agreement is limited to compensation for direct damage up to a maximum of the amount of the assignment fee declared up to the time of the error. For assignments with a duration longer than 1 year, the compensation is limited to a maximum of 1 times the annual fee.
11.2 Duxly e-com partners shall under no circumstances be liable for compensation for indirect damage or consequential damage or damage due to loss of turnover or profit, damage caused by delay, damage due to loss of data, damage due to exceeding deadlines as a result of changed circumstances, damage as a result of the Client's provision of inadequate cooperation, information or materials, and damage due to information or advice given by Duxly e-com partners, the content of which does not explicitly form part of the Agreement.
11.3 The liability of Duxly e-com partners for attributable failure in the performance of the Agreement shall arise only if the Client gives Duxly e-com partners immediate and proper notice of default in writing, setting a reasonable deadline to remedy the failure, and Duxly e-com partners continues to fail attributably in the performance of its obligations even after that deadline. The notice of default must contain as much detail as possible of the failure, so that Duxly e-com partners is able to respond adequately.
11.4 The application of Article 6:271 et seq. of the Civil Code is excluded.
11.5 The Client shall indemnify Duxly e-com partners and/or the Intermediary Agency for all claims by third parties (including clients of the Client), for compensation of damages, costs or interest, related to this Agreement and/or the Services.
12.1 Duxly e-com partners may immediately suspend or terminate the Agreement in writing. The Client is not entitled to claim compensation in such cases. Duxly e-com partners may suspend or terminate if at least one of the following special grounds applies:
a. Client is in default with respect to a material obligation under the Agreement;
b. Client's bankruptcy is filed;
c. Client has filed for suspension of payments;
d. Client's operations are terminated or liquidated.
12.2 If Duxly e-com partners suspends the fulfillment of obligations, it retains its claims under the law and the Agreement, including the claim to payment for the services that have been suspended.
12.3 If the Agreement is terminated or dissolved, the claims of Duxly e-com partners against the Client shall be immediately due and payable.
13.1 Interim termination of an agreement is only possible if the parties have expressly agreed in writing or under payment of the amount due until the original end of the agreement, unless the parties have agreed in writing on a different payment.
14.1 The Agreement is governed by Dutch law.
14.2 All disputes that may arise between Duxly e-com partners and the Client as a result of an agreement or as a result of agreements resulting from that agreement, will be settled by the competent court in Utrecht, unless Duxly e-com partners chooses to submit the dispute to another court.
14.3 All judicial and extrajudicial costs reasonably incurred as a result of Customer's failure to fulfill its obligations under the Agreement shall be borne by Customer.
14.4 Duxly e-com partners is authorized to amend these general terms and conditions. The latest filed version of the General Terms and Conditions shall always apply.
14.5 In the event that one or more provisions of these General Terms and Conditions prove to be void or are annulled, these General Terms and Conditions shall otherwise remain in force. The void or voided provision(s) will then be replaced by a legally valid provision that comes as close as possible to the void or voided provision(s) in terms of content, scope and effect.
14.6 The parties shall only be entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other party. However, such consent is not required in the case of a corporate takeover or acquisition of the majority of the shares of the party concerned.