General Terms and Conditions

Article 1 – Definitions

• General Terms and Conditions: These terms and conditions.
• Service: All services offered by Elect to the Client, as specified in a Quote, Agreement, or other legal act.
• Elect Hightech Electronics B.V. (hereinafter: Elect): Contractor located at Gunnerstraat 14, 7595 KE Weerselo, registered under Chamber of Commerce number 93636504.
• Products: All products described in the Agreement.
• Intellectual Property Rights: Intellectual property rights, including but not limited to copyrights (including software), database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, and know-how.
• Quote: A written offer from Elect.
• Client: The legal entity, whether or not acting in the exercise of a profession or business, that has entered into an Agreement with Elect.
• Agreement: The agreement between the Parties under which Elect supplies its Products to the Client, of which these General Terms and Conditions form an integral part.
• Party(ies): Elect and/or Client, each separately or jointly.
• Confidential Information: Non-public information related to a Party or information explicitly stated to be confidential, or which must be treated as confidential due to its nature or circumstances.
• Employee: The person employed by one of the Parties, or performing work under contract for said Party.

Article 2 – Applicability and Interpretation

1. These General Terms and Conditions apply to and form part of every (legal) act related to the preparation, formation, or performance of the Agreement. They also apply to all subsequent Agreements between the Client and Elect, if the Client has previously accepted their applicability.
2. The applicability of any purchase conditions or other terms from the Client is explicitly excluded.
3. Provisions by the Client that deviate from these Terms are only valid if explicitly agreed in writing between the Parties.
4. If specific product, promotion, or service conditions apply in addition to these General Terms and Conditions, those conditions will also apply.
5. Elect may amend or supplement these Terms at any time. The amended Terms take effect 30 calendar days after Elect informs the Client, unless the Client, if qualifying as a consumer, objects within those 30 days.
6. These Terms also benefit anyone engaged by Elect, and anyone for whose actions or omissions Elect may be liable.
7. Only persons recorded in the Chamber of Commerce as authorized may act on behalf of Elect. Actions by unauthorized persons are only binding if confirmed in writing by Elect.
8. Deviating provisions are only valid if explicitly agreed in writing between the Parties.

Article 3 – Quote and Formation of Agreement

1. A Quote from Elect is non-binding. Prices, calculations, and terms apply only to the specified Services. If a Quote has a validity period or specific conditions, this will be stated.
2. If Elect’s Quote is based on information from the Client, the Client is responsible for its completeness and accuracy. Consequences of incomplete/incorrect information are at the Client’s risk.
3. Elect is not bound by Quotes containing obvious errors.
4. Upon acceptance of a non‑binding Quote, Elect may revoke or modify it shortly after receipt.
5. Oral promises are only binding once confirmed in writing by Elect.
6. A combined Quote does not obligate Elect to perform parts of the work proportionate to the listed price.
7. The Agreement is concluded when the Client accepts the Quote and meets any conditions set by Elect.
8. An offer is deemed accepted if the Agreement is executed without objection. Acceptance may be oral or written.
9. Elect may refuse acceptance or impose conditions.
10. The Service will be delivered as specified. Minor changes by Elect that do not affect quality are allowed.
11. If the Client’s company is continued, merged, or transferred, both original and successor entities remain jointly liable for obligations to Elect.
12. If multiple Clients enter the Agreement, each is jointly liable for full compliance.

Article 4 – Performance of the Agreement

1. Elect will start performance on the agreed date, or immediately if none is specified.
2. If unable to deliver on time, Elect will notify the Client. A business Client is then deemed to have accepted a new delivery date.
3. The Client acknowledges it has no authority to give instructions regarding Products provided by Elect.
4. The Client must do all that is reasonably necessary for timely and proper execution, including providing necessary data.
5. Elect may engage third parties; these Terms apply to their work.
6. Elect is not obliged to allow third parties chosen by the Client to perform work. The Client is responsible for goods provided by or via a third party, including timely delivery.

Article 5 – Duration and Termination of the Agreement

1. The Agreement duration is set in the Agreement. If none is provided, it defaults to two years.
2. A business Client cannot terminate the Agreement early.
3. Upon termination, the Client must pay the full amount reduced by cost savings for Elect. Elect will deliver work completed up to that point. If price is cost-based, Client pays based on incurred costs, labor, and expected profit.
4. Elect may suspend or terminate the Agreement if Client is declared bankrupt, granted suspension of payments, or under dissolution/liquidation.
5. Obligations intended to survive termination remain in effect thereafter.

Article 6 – Price and Payment

1. The Client pays the amount stated in the Agreement. All prices are in euros. A deposit may be required as stated.
2. All prices exclude VAT and other government charges unless stated.
3. Payment terms are 14 days from invoice date.
4. If basing price on Client-provided data that proves incorrect, Elect may adjust the price even after conclusion.
5. If the Client fails to pay on time, Elect will notify them and grant 14 days to pay.
6. Late payment invokes statutory interest and full coverage of extrajudicial and judicial costs, including legal and collection fees.
7. Elect may investigate Client’s creditworthiness. If justified, Elect may refuse or condition acceptance, including requiring advance payment.

Article 7 – Retention of Title

If the Agreement provides for transfer of ownership or intellectual property, all delivered goods remain Elect’s property until full payment is received.

Article 8 – Client Responsibilities

The Client must provide necessary technical information, decisions, and data timely and accurately, including compliance with regulations.

Article 9 – Additional Work

1. Any changes to the Agreement execution that incur additional cost are considered additional work and subject to these Terms.
2. Additional work done with Client’s request/premission is payable by the Client. Elect may refuse or negotiate.
3. The Client accepts that additional work may delay delivery and does not entitle them to compensation.
4. Additional work does not justify termination of the Agreement.
5. Cost-increasing factors beyond Elect’s control will be charged as additional work; Elect will inform the Client.
6. Delivery times are indicative unless agreed otherwise in writing.
7. Elect may arrange delivery of goods and equipment to Client; storing these is at Client’s expense and risk.
8. Elect retains ownership of Products until Client settles all payment obligations, including due to deficiencies.

Article 10 – Warranty

1. Elect guarantees delivered Services, Products, and results meet Agreement specifications, quality standards, and legal requirements.
2. The Client may claim warranty if a defect is reported within 12 months after delivery and is acknowledged by Elect. Elect will resolve or reimburse up to the amount paid for that part.
3. Warranty voids if Client or third party alters or repairs without elective permission, uses improperly, or incorrect maintenance.

Article 11 – Intellectual Property Rights

1. Elect retains intellectual property rights on all materials provided including images, drawings, technical descriptions, and advice.
2. The Client shall not infringe these rights by copying or publishing without permission. Unauthorized use constitutes breach of the Agreement and applicable law.

Article 12 – Confidentiality

1. Parties shall treat confidential information as such and ensure their employees and contractors do the same.
2. This obligation continues after termination for as long as information remains confidential.

Article 13 – Liability

1. Liability exclusions apply except in cases of deliberate intent or gross negligence.
2. Elect will perform General Care but is not liable for misuse by the Client.
3. Delivery relieves Elect of liability for defects the Client discovered or should have discovered at delivery.
4. Elect’s total liability for direct damage is limited in descending order to:
   • The amount invoiced (excl. VAT) for the Service or relevant part, minus out-of-pocket costs. Indirect damages excluded.
   • The maximum compensated amount by Elect’s insurer plus the deductible. Indirect damages excluded.
5. Claims expire 24 months after delivery unless mandatory law dictates otherwise.
6. Direct damages include only reasonable costs for determining cause/extent and for remedy/prevention, provided the Client can prove incurred.
7. Elect is not liable for indirect damage including lost profits, data loss, delays, or insufficient cooperation or advice.
8. Clients must notify Elect in writing of damages within four weeks of their occurrence.
9. Liability only arises after a proper written notice of default, allowing reasonable time to cure, with detailed description enabling resolution.
10. The Client indemnifies Elect against third-party claims related to the Agreement or Services.
11. Articles 6:271 and 6:230 e.v. of the Dutch Civil Code are excluded.

Article 14 – Applicable Law / Competent Court

All Agreements with Elect are governed exclusively by Dutch law, and only Dutch courts have jurisdiction.