Algemene voorwaarden

GENERAL TERMS AND CONDITIONS WECKX BV

These conditions are structured as follows:

A applies to all types of agreements concluded between Weckx and the customer;

B applies specifically to agreements whereby Weckx sells products to the customer;

C applies specifically to agreements regarding maintenance, assembly and installation, where

C1 describes the main rule, namely that an assignment is concluded with a third party, and

C2 describes the exception in the event Weckx accepts the assignment himself;

D applies specifically to subscription-based agreements (Thuislink);

E is a general final provision.

A. GENERAL

ARTICLE 1: APPLICABILITY

1.1. These terms and conditions apply to all quotations and agreements from Weckx.

1.2. If Weckx deviates from these terms and conditions once or more often, this will only apply to that specific case and will not create any rights for subsequent cases.

1.3. It is the express intention of the parties that, by placing an order after payment of the aforementioned invoice by the Customer, the Customer accepts that the general terms and conditions apply to all subsequent orders. The Customer thereby irrevocably waives its right to void the agreement pursuant to Article 6:233b of the Dutch Civil Code.

1.4. The applicability of any general terms and conditions of the Customer is excluded.

1.5. If and to the extent that Weckx carries out work for a third party, these provisions apply to the Customer.

1.6. If and insofar as Weckx carries out an assignment as referred to in Article 7:400 of the Dutch Civil Code, these terms and conditions apply, with the understanding that the application of Articles 7:404, 7:407 paragraph 2, and 7:409 paragraph 2 of the Dutch Civil Code is excluded. Such an assignment may, for example, involve preparing a quotation, creating drawings or calculations, issuing a second opinion, or providing advice.

ARTICLE 2: ESTABLISHMENT OF AGREEMENT

2.1. As a rule, the agreement is concluded when and as soon as either

• a) The customer's order is confirmed by Weckx, or

• b) The Customer confirms the Weckx` quotation and the accompanying conditions in writing and unambiguously.

2.2. A quotation expires if it is not accepted in its entirety within 30 days. After that, the parties are free to consult again about reviving or amending the original quotation.

2.3. If confirmation is not received but Weckx commences execution of the agreement with the customer's consent, either tacitly or otherwise, the quotation will be deemed accepted and the agreement will be deemed concluded.

2.4. The 14-day withdrawal period stipulated in Article 6:230o, paragraph 1, subparagraph a, of the Dutch Civil Code begins upon the conclusion of the agreement, if applicable. After these 14 days, the Customer no longer has a right of withdrawal.

2.5. By accepting the quotation, the Client authorizes Weckx to enter into contracts with third parties on the Client's behalf, and thereby also to accept the general terms and conditions of those third parties on the Client's behalf, including any exoneration clauses they contain.

ARTICLE 3. RATES AND ADDITIONAL WORK

3.1. All rates quoted by Weckx are inclusive of VAT, unless otherwise stated in writing.

3.2. All rates may be indexed annually, provided that at least three months have passed since the offer was accepted, and only for work that has not yet been performed.

3.3. Weckx is entitled to pass on to the Customer any price increases in cost-determining factors, including, for example, the cost of raw materials and fuels, materials, manufacturing, storage, transport, exchange rates, dumping and processing rates and the like, as determined by Weckx, that arise after the conclusion of the agreement but before delivery.

3.4. If and to the extent that work is performed based on a quote, and if it appears that additional work is required, whether or not foreseeable, the Client authorizes Weckx to perform and charge for the additional work at its own discretion. By accepting the work upon or after delivery, the Client agrees to the additional work and the charge for it, but in consultation as much as possible. Some examples of additional work are described in Articles 17.3 and 18.4 of this Agreement.

3.5. In the event of additional work, the delivery period will be postponed.

ARTICLE 4. PAYMENT CONDITIONS

4.1. Unless otherwise agreed, a payment term of 14 days applies.

4.2. A complaint regarding the invoice must be reported to Weckx within 14 days of receipt of the invoice, otherwise any right to claim based on it will lapse.

4.3. In the event of late or incomplete payment of invoices, the Customer will be deemed to be in default without any notice of default being required. Nevertheless, Weckx will send a reminder giving the Customer another opportunity to pay the invoice within 14 days of receipt of the reminder, and stating the amount of extrajudicial collection costs that will be charged to the Customer after the 14-day period has elapsed.

4.4. If the Customer is a legal entity, all extrajudicial collection costs are due with a minimum of € 250 excluding VAT.

4.5. In the event of late payment, the Customer shall also owe the applicable statutory (commercial) interest.

4.6. In the event of late or incomplete payment of any invoice, Weckx may suspend all its obligations arising from the agreement until the Customer has paid the amount owed, including costs.

4.7. Failure to use the work, or its malfunctioning, does not constitute grounds for suspending the payment obligation.

4.8. The payment obligation cannot be unilaterally suspended by the Customer due to non-performance by Weckx, nor is the Customer entitled to any settlement or compensation.

4.9. Transfer of ownership or encumbrance or pledging by the Customer is not permitted until full payment has been made.

4.10. The Customer agrees that the agreed price must be paid in full or in part in advance, and that if the Customer fails to meet this obligation, Weckx is entitled to suspend performance of the agreement or terminate the agreement without incurring any liability for damages. Failure to always stipulate advance payment does not affect this right. Termination does not affect Weckx's right to charge the Customer for any costs incurred and/or lost profits incurred up to that point.

ARTICLE 5. RESERVATION OF OWNERSHIP

5.1. Weckx remains the owner of products sold and models, information carriers and promotional materials provided, as long as the Customer has not fully met all its payment obligations, including any amounts it may owe in addition to the principal amount in connection with the failure to meet its obligations.

5.2. The Customer is obliged to insure the goods delivered under retention of title.

5.3. In the event Weckx wishes to exercise its ownership rights as referred to in this article, Customer hereby grants unconditional and irrevocable permission in advance to Weckx and any third parties designated by Weckx to enter all places where Weckx's property is located and to repossess such items.

5.4. Customer expressly agrees that Weckx will, upon taking back the equipment that has already been installed, remove it at the customer's expense or have it removed by third parties designated by Weckx, regardless of how this equipment is mounted, and that Weckx will not be liable for any damage suffered by the Customer.

5.5. If Weckx cannot invoke its retention of title because the delivered goods have been mixed, deformed or accessioned, the Customer is obliged to pledge the newly formed goods to Weckx.

5.6. If Customer does not allow Weckx ca to exercise its retention of title, it will owe a fine of €500 per day, including a half day, that Customer fails to comply with the obligation.

ARTICLE 6. PERSONS WHO MAY RELY ON THESE GENERAL TERMS AND CONDITIONS

The provisions in these General Terms and Conditions have been formulated for the benefit of:

• a) Weckx, including its employees and legal entities affiliated with Weckx who work for and/or with Weckx in any capacity;

• b) all third parties who have received or will receive instructions from Weckx;

• c) any person whose act or omission has led or will lead to Weckx being held liable;

• d) all former employees of Weckx and/or other persons who previously worked for Weckx in any other capacity;

• e) any beneficiaries of wills and successors in title of the persons mentioned in paragraphs (a) through (d) of this Article above.

ARTICLE 7a. CANCELLATION

7a.1. The customer may terminate an agreement before Weckx has begun its performance (i.e., cancellation). This cancellation with a compensation obligation to Weckx is distinct from the possible right a consumer may have to withdraw without giving a reason, free of charge, in accordance with Articles 11 and 14 of these Rules.

7a.2. In the event of cancellation, whether the Customer cancels or Weckx cancels, the Customer is liable for compensation for the costs incurred by Weckx, including preparation time, third-party costs, and lost profits.

7a.3. If Weckx has prepared a quotation prior to the agreement, whether or not after an on-site inspection, the compensation referred to in paragraph 2 of this article also extends to compensation for preparing the quotation and the associated costs, including the time, which will then be calculated on the basis of a normal hourly rate.

7a.4. If Weckx has commissioned third parties to perform work and/or supply goods, the compensation under paragraph 2 of this article also covers the costs charged to Weckx by these third parties. The customer indemnifies Weckx against any claims from third parties against Weckx arising from such a cancellation.

ARTICLE 7b. SUSPENSION

7b.1. Prior to the commencement of the work and also during its execution, Weckx may stop/suspend the work until the Client has fulfilled all its obligations, including payment obligations, without Weckx being held liable for any damage suffered by the Client as a result of the suspension.

7b.2. In any case, Weckx may suspend if the workplace is unsafe or if the customer is in arrears with payment. Some examples are described in Articles 18.10 and 18.11.

ARTICLE 7c. FORCE MAJEURE

7c.1. If one of the parties is unable to fulfill its obligations due to force majeure, it shall immediately contact the other party to discuss how a reasonable solution can be found.

7c.2. Weckx is entitled to invoke force majeure if the performance of the agreement is partially or fully prevented or hampered – temporarily or otherwise – by circumstances beyond its control or influence, such as – but not limited to – government measures, fire, weather conditions, the (temporary) failure to deliver goods or services by third parties, business interruptions, labor disruptions or strikes, illness, etc.

7c.3. The Customer shall have no rights if Weckx suspends work due to exceeding or crossing normal working and rest hours, as well as holidays, Sundays, and public holidays.

7c.4. Weckx may also invoke force majeure if the performance of the agreement is delayed because Weckx gives priority to other agreements when such priority is reasonably required.

7c.5. In the event of force majeure on the part of Weckx, its obligations will be suspended for the duration of the force majeure. If Weckx invokes force majeure for a period exceeding one month, both Weckx and the Customer are entitled to terminate the agreement for the unfulfilled portion by written notice to the other, without being liable for damages. The Customer is then obligated to pay for Weckx's work and costs incurred up to the suspension.

ARTICLE 8. GENERAL PROVISIONS OF WARRANTY AND LIABILITY OF WECKX

8.1. Weckx guarantees that it will perform the agreement as a good professional. This guarantee also applies to any repairs.

8.2. Weckx further guarantees that it will always strive for a solution to disputes or complaints that is practical and reasonable, regardless of whether these arise in the relationship between the parties or between the Customer and third parties.

8.3. Weckx carries out work and/or orders expressly at the expense and risk of the Customer.

8.4. Weckx is not liable for damage of any nature arising from its use of incorrect and/or incomplete information provided by or on behalf of the Customer.

8.5. Weckx is never liable for any damage to persons such as injury or death, or to property, nor is Weckx liable for consequential damage, business damage, loss of profit or income, including damage to paintwork, interior work, and installation work.

8.6. Given the nature of Weckx's work, unsafe situations may arise, which obligates the Client not to allow third parties to work on the work area simultaneously, as described in Article 18 hereof.

8.7. The Client is obligated to compensate Weckx, third parties engaged by Weckx, and/or their surviving dependants for all damages resulting from or related to the creation, continuation, or insufficient prevention of unsafe situations at or around the workplace in question.

8.8. If, despite the foregoing provisions, Weckx is nevertheless liable for damages, then these damages are limited to the amount of the invoice (excluding VAT) of the relevant order.

8.9. If and to the extent that the agreement is a continuing performance agreement or consists of multiple invoices, the damages due to attributable failure will in no case exceed the price agreed in the applicable agreement (excluding VAT) for the services provided by Weckx from which the damaging event or omission arises.

8.10. The amounts referred to in paragraphs 8 and 9 shall be reduced by the credits agreed upon by the Customer and granted by Weckx.

8.11. If multiple liability-creating events occur within the same assignment, these events will be considered as one, meaning that the liability for all events will be limited in accordance with this article.

8.12. Under no circumstances will Weckx's liability exceed the amount eligible for payment under its business and professional liability insurance.

8.13. The foregoing is expressly and absolutely limited in all circumstances to an all-in amount of € 10,000.

8.14. If third parties institute a claim against Weckx in connection with the performance of the work, Client shall indemnify Weckx and/or the persons engaged by Weckx against all claims by third parties on account of damages suffered by these third parties, unless there is intent and/or gross negligence on the part of Weckx and/or the persons engaged by it in the performance of the agreement.

ARTICLE 9. OWN RISK

9.1. The Customer remains liable for all damage to the work or product that is not caused by normal, daily use. Weckx will repair the damage at the Customer's expense.

9.2. Liability is excluded if the Customer has not fulfilled its obligations under Article 13.8, including but not limited to regular, timely, and proper maintenance, normal use, and non-exposure to extreme weather conditions.

9.3. Liability for damage to property of third parties entrusted to Weckx for transport or processing, or which the Customer has on lease or loan or otherwise under its supervision, is excluded.

9.4. If work has been carried out or facilities have been provided on the work by the Client or by third parties, whether or not on behalf of the Client, Weckx is not obliged to compensate for any damage resulting therefrom.

9.5. The customer is obligated to properly maintain the product. Maintenance and repairs outside the warranty are not covered by this agreement, unless expressly agreed otherwise in writing.

B. SALE AND DELIVERY OF PRODUCTS

10. CONDITIONAL AGREEMENT

10.1. Weckx agrees to purchase items from third parties (the supplier) on behalf of, and thus at the expense and risk of, the customer. The customer hereby agrees to this and also agrees that Weckx accepts the terms and conditions of these third parties on behalf of the customer.

10.2. The agreement between the customer and Weckx is concluded under the express condition that the intended items are supplied by the supplier.

10.3. The Customer agrees that delivery of the goods in question will only take place after a reasonable period from the supplier's delivery. In that case, an agreed delivery date is never considered a strict deadline. If the delivery date expires, the parties will consult on a new date.

10.4. An item is deemed to have been delivered to the Customer once it has been presented to the Customer, whereby the Customer is obliged to ensure that the item is delivered in accordance with Article 19 hereof.

10.5. The risk of loss, damage, or theft of delivered goods, goods to be processed, or Weckx tools, once they are in the possession of the Customer or a third party designated by them, rests with the Customer. This is only different if the damage is attributable to Weckx's fault. In any case, the risk passes upon delivery.

11. CONSUMER RIGHT OF WITHDRAWAL FOR PRODUCTS

11.1. To have a right of withdrawal, the customer must be a consumer, and the order must have been placed digitally, such as via the website (Article 6:230h of the Dutch Civil Code).

11.2. An order with a value of up to €50 cannot be revoked (Article 6:230h of the Dutch Civil Code).

11.3. The delivery of an order that has been irrevocably mixed with other items cannot be revoked (Article 6:230p of the Dutch Civil Code).

11.4. A product that has been specifically manufactured for the order in question cannot be revoked (Article 6:230p of the Dutch Civil Code).

11.5. An agreement that is revoked with the sole purpose of being reconcluded at a later date at a lower price is excluded from revocation.

11.6. Revocation does not require a reason and will result in the agreement being terminated.

11.7. The customer can revoke up to 14 days after he has received (the first part of) the order (Article 6:230o of the Dutch Civil Code).

11.8. During the cooling-off period, the customer will handle the product and its packaging with care. They will only unpack or use the product to the extent necessary to determine the nature, characteristics, and functioning of the product. The basic principle here is that the customer may only handle and inspect the product as they would be allowed to do in a store.

11.9. For withdrawal purposes, Weckx has a withdrawal form available on its website, which the customer can complete. After the customer completes the form, Weckx will check whether the withdrawal requirements have been met and, if so, will refund the customer's payment, including any delivery costs paid by the customer (Article 6:230r of the Dutch Civil Code), within 14 days of receiving the withdrawal form.

11.10. Customer declares that reimbursement can be made to the account number they used for payment to Weckx, unless they expressly provide a different account number.

11.11. The customer is obligated to demonstrably return the cancelled order to Weckx, at their own expense, properly packaged, undamaged, unused, and within 14 days of cancellation (Article 6:230s of the Dutch Civil Code). If the customer fails to do so, the parties agree to a penalty of €25 per day, including a half-day, until the day Weckx receives the order.

ARTICLE 12 INSPECTION OF DELIVERY AND RIGHT TO COMPLAIN

12.1. If the customer has a right of withdrawal, they may cancel the order and return the product without giving reasons, in accordance with Article 11 of this Article. If the right of withdrawal is not invoked or does not exist, the following applies.

12.2. The Buyer must inspect the purchased items immediately upon delivery, regardless of whether the delivery is made to or by a third party. The Buyer must verify whether the delivered items correspond to the agreement, namely:

• whether the correct items have been delivered;
• whether the correct quantity or weight has been delivered
• Whether the delivered goods meet the quality requirements or, if none exist, the requirements that may be expected for normal use and/or commercial purposes. Defects that do not justify such defects due to their nature or minor severity will not constitute grounds for complaint or liability. This will in any case not be the case if they do not pose a health hazard – under normal use – or if the delivery is less than 10% short.

12.3. If there is an externally visible defect in the product, a complaint period of 24 hours applies, after which any legal claim will expire.

12.4. If the Buyer wishes to make a complaint, they are obligated to notify Weckx as soon as possible after discovering the defect or after they reasonably should have discovered it, but in any case no later than 14 business days after delivery. This also expressly applies if a more thorough investigation reveals or reveals the defect only after the aforementioned period has expired.

12.5. In the event of a complaint acknowledged by Weckx, the customer will return the product, after which Weckx will send a replacement product, provided that the warranty provisions of Articles 8 and 13 have been met.

12.6. After the aforementioned period in 12.3 or 12.4 has expired, the delivered goods will be deemed irrevocably and unconditionally accepted by the customer, and any legal claim by the customer will lapse.

12.7. If a complaint is submitted verbally, it must be confirmed to Weckx in writing within 24 hours, under penalty of forfeiture of the complaint and/or any resulting right to claim. This gives the customer the opportunity to substantiate the complaint with high-definition photos and any means, including an external professional expert, that adequately identify the nature and severity of the defects.

12.8. The relevant party must keep the delivered goods available in their entirety, undamaged and secured, allow Weckx to thoroughly examine them, and grant Weckx access to any necessary location and all relevant data and information.

12.9. Submitting a complaint does not suspend the customer's payment obligation for the items in dispute, in accordance with Article 4.7 of this article.

12.10. Complaints are only valid if the goods are still in their original and undamaged condition, and in accordance with the warranty provisions of Article 13. If goods have been processed in whole or in part by the customer, complaints—regardless of the grounds, including incorrect delivery—are no longer permitted, and any legal claim related to them shall lapse, even if the complaint is submitted within the specified period; in such case, Weckx is not obligated to provide any compensation of any kind.

13. WARRANTY AND EXPIRY OF WARRANTY PRODUCTS

13.1. Weckx complies with all statutory warranty obligations in the Netherlands. Weckx warrants that the products and/or services comply with the agreement, the specifications stated in the offer, reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations in force on the date the agreement is concluded. If agreed in writing, Weckx also warrants that the product is suitable for other than normal use.

13.2. The customer can only claim warranty from Weckx in the Netherlands if the product was purchased from Weckx. If the product was obtained from a third party, such as another company or a private individual, Weckx does not provide a warranty. In that case, the customer must recover damages from the seller.

13.3. This warranty obligation means that if a product or service – without prejudice to the following – is defective, Weckx will ensure repair or replacement free of charge within a reasonable period and in the manner least objectionable to Weckx.

13.4. Weckx does not provide a warranty on demo (outlet) products. This is already reflected in the lower price of the product.

13.5. The warranty period for products commences upon delivery and is a maximum of 2 years. After that, the Weckx warranty expires under all circumstances. If a customer files a complaint within the warranty period, the provisions regarding inspection and complaint period apply in addition to the provisions below. If the customer purchased the product through the webshop, they have the right of withdrawal, subject to Articles 11 et seq.

13.6. The warranty period for assembly and installation is determined by the delivery of the service, in accordance with the provisions of Article 8 and Article 21: Delivery of the Work.

13.7. Weckx may suspend warranty obligations if the customer has not met its payment obligations.

13.8. If a product or service is defective, the customer shall not be entitled to any claims against Weckx in the event of a defect resulting from their own actions or omissions . In addition to the cases mentioned in Article 9, this shall in any case apply to:

• a) in the event of improper use, external disasters in the broadest sense of the word and when consumer electronics have been used for professional purposes and/or defects have arisen due to disassembly or technical changes or adjustments to the parameters;
• b) due to illegal or incorrect installation of software and/or untimely updating thereof;
• c) in the event of repair attempts by third parties or a service centre not recognised by Weckx;
• d) in case of a removed or altered type or serial number of the product;
• e) when installing the product yourself, where the setting values ​​may deviate from what is prescribed by Weckx;
• f) in the event of insufficient maintenance, which in any case shall be the case if the product has not been serviced by Weckx at least once in the preceding year, the customer has not cleaned the product themselves in a timely manner and the customer has not complied with the instructions as stated in the manual supplied with the product.
• g) if the product has been exposed to the elements, to exceptional moisture or temperature conditions and to uses for which the product is not intended.

C. ASSEMBLY, INSTALLATION AND MAINTENANCE

C1

14. THIRD PARTIES

14.1. Unless explicitly and unambiguously agreed, Weckx does not provide any services, but rather puts the client (Customer) in contact with a third party (installer) from which an agreement arises between them.

14.2. This third party is the contracting party to the customer, and Weckx is not liable for any errors or defects of these third parties, nor for any non-payment by the customer. Weckx is indemnified by the customer against any claims against these third parties.

14.3. Complaints about the work or any right of withdrawal should be directed by the customer to the installer, in accordance with the terms and conditions applied by the installer.

C2

If and to the extent that Weckx explicitly agrees to provide services, the following provisions apply. Furthermore, reference is made to Article 6 of this article.

15. RIGHT OF WITHDRAWAL FOR SERVICES (PROVIDED VIA A WEBSHOP)

15.1. The consumer can cancel a service agreement within 14 days without giving any reason. Weckx may ask the consumer for the reason for cancellation, but is not obligated to state their reason(s).

15.2. This cooling-off period commences on the day following the conclusion of the agreement.

15.3. If the customer exercises their right of withdrawal, they must notify Weckx of this within the cooling-off period using the model withdrawal form or in another unambiguous manner.

15.4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the customer.

16. WECKX'S OBLIGATIONS IN CASE OF REVOCATION

16.1. After receiving a revocation notice, Weckx will immediately send a confirmation.

16.2. Weckx will reimburse all payments made by the customer for the work in question, without delay, but within 14 days of the day on which the customer notifies them of the cancellation, provided that the service can be undone without loss of value, in accordance with Article 17.2 hereof.

16.3. Weckx will use the same payment method the customer used for refunds, unless the customer agrees to a different method. Refunds are free of charge for the customer.

17. EXCLUSION OF RIGHT OF WITHDRAWAL

17.1. A service order that has been completed can be revoked unless

• a) Weckx has clearly informed the customer of the right of withdrawal and the waiver thereof before the customer placed an order, and
• b) performance has begun with the express prior consent of the customer; and
• c) the customer has declared that he will lose his right of withdrawal once Weckx has fully performed the agreement,
• d) the consumer is a legal entity that is not a consumer.

17.2. If the service has not been fully performed and the agreement is nevertheless revoked, the customer is obliged to reimburse Weckx for the costs incurred up to that point, including the costs of materials that can no longer be reused and the working hours.

17.3 For the sake of completeness, Weckx refers to Article 11 et seq., which regulates the withdrawal of products and stipulates that such withdrawal is excluded in certain cases. This does not affect the right of withdrawal for a service.

ARTICLE 18: INFORMATION OBLIGATION PRIOR TO AND DURING WORK

18.1. Before concluding the agreement, or in any event prior to the commencement of performance by Weckx, the Customer must provide Weckx with all relevant information, and Weckx may assume the completeness and accuracy of that information without further investigation.

18.2. Damage arising from or related to the provision of incomplete and/or incorrect information shall be at the expense and risk of the Customer.

18.3. Any additional work that arises after becoming aware of supplementary or more adequate information will always be at the expense and risk of the Client, taking into account Article 3.4

18.4. Weckx points out that stated sizes, colors, material function, and quality are always indicative. Therefore, the customer cannot derive any rights from these if the final product deviates from Weckx's quote, within reasonable margins, of course.

ARTICLE 19. EQUIPMENT AND WORKPLACE MUST BE SAFE AND PROPER

19.1. The walls, floors, equipment, piping, structure, and/or infrastructure must be in good condition and functioning properly, with no further work required. This prevents other workers from damaging Weckx's work and vice versa.

19.2. The workplace and space(s) where Weckx carries out the work must be safe, clean, easily accessible and at normal temperature and humidity.

19.3. The space and/or equipment must be asbestos-free. If asbestos is found, Weckx is not obligated to fulfill the order and may suspend the order until it has been demonstrably proven to be asbestos-free.

19.4. Weckx may, in consultation with the Client, first check the situation and secure it adequately at the Client's expense before carrying out the order, which will result in additional work as referred to in 3.4

19.5. Weckx may terminate the order if it becomes apparent that parts are no longer available or if execution of the order is no longer justified for (safety) technical or economic reasons. The customer will then be liable for the costs of the work and materials incurred up to that point.

19.6. If Weckx discovers during the execution of the assignment that one or more conditions have not been met, Weckx is entitled to suspend its obligations until the Client has met the aforementioned requirements.

19.7. The Customer is obligated to always perform periodic, timely, and proper maintenance on the equipment, and is obligated not to expose the equipment to extreme loads, weather conditions, or improper use. This also applies to the period after the Weckx agreement has been fulfilled and affects the warranty provisions of Article 13.

19.8. If the Customer has worked on the equipment/work themselves or has had others work on it, they must notify Weckx in advance. This also applies to the period after Weckx's order has been completed and also affects the warranty provisions of Article 13.

19.9. The Customer shall ensure that adequate building insurance is in place.

19.10. If Weckx discovers any illegal activities or situations, Weckx is obligated to report this to the relevant authorities and may immediately suspend and/or terminate the contract.

19.11. In the event of the aforementioned suspension or termination, Customer shall remain fully obligated to pay for the work as well as for any profit lost by Weckx and the costs incurred up to that point, including but not limited to material costs, as also stipulated in Article 7b hereof.

19.12. The Client shall ensure that no other work that could cause damage is carried out in the space or building where the work is taking place or has taken place.

19.13. Under certain circumstances, Weckx may refuse to commence or continue the work, namely if it is not plausible that the work will be completed in such a way that it meets the then-applicable quality and safety standards. This may be the case, for example, if a device must be connected to an unsafe pipe. In that case, Weckx may suspend the work until the Customer agrees to any additional work that may be entailed and the associated costs. If this agreement cannot be awaited, Weckx is entitled to carry out the additional work at the Customer's expense, in consultation where possible.

ARTICLE 20. WORK OBLIGATION, NO FATAL DEADLINE, CUSTOMER NO-SHOW

20.1. The Customer must enable Weckx to fulfill the agreement by, among other things, performing the work and delivering the goods, and must, upon request, provide connections for the electricity required for the work to be performed. The Customer must ensure that the equipment or the space where the work is to be carried out is easily accessible to Weckx.

20.2. The Client is obligated to ensure that Weckx, after an appointment has been made to carry out the assignment, actually obtains access to the building or location where the work is to be carried out.

20.3. The delivery dates agreed upon by the parties are never final deadlines. Weckx will inform the Customer if the deadline is anticipated to be exceeded. If the deadline expires and this is attributable to Weckx, the Customer must first give Weckx notice of default by offering Weckx the opportunity to complete the work within a reasonable period.

20.4. If Weckx is unable to work at the agreed time due to the Client's hindrance, unsafe conditions in the workplace, or other circumstances beyond Weckx's control, the Client owes Weckx the time spent, without prejudice to Weckx's right to charge the Client for other costs incurred, such as rental of equipment, storage space, assistants, or materials. Weckx may suspend work until these damages have been paid.

20.5. Customer undertakes to fulfill all obligations under the agreement punctually and completely, including the payment of installments.

ARTICLE 21. ENGAGEMENT OF THIRD PARTIES IN AN ASSIGNMENT

21.1. Weckx will do its utmost to resolve any complaints or defects, in the broadest sense of the word, from the Customer, without assuming any liability for these defects.

21.2. Weckx may engage third parties to carry out the work on behalf of and at the expense and risk of the Client, for which the Client hereby expressly grants authorization.

21.3. Weckx will charge the costs of the third party(s) to the Customer.

21.4. Customer shall indemnify Weckx against all claims for damages and/or fines and/or claims in the broadest sense of the word from third parties.

21.5. The third party may also rely on these terms and conditions.

ARTICLE 22. DELIVERY AND COMPLAINTS ABOUT THE WORK

22.1. The work is delivered when Weckx has informed the Client that the work has been completed and the Client has accepted the work in writing/by email/digitally.

22.2. If the Customer does not accept or rejects the work, the work will be considered delivered:

• a) either when 8 days have passed after Customer has received notification from Weckx that the work has been completed;
• b) either when the Client puts the work (back) into use, provided that by putting part of the work into use, that part is deemed to have been delivered, unless the consequence associated with putting it into use (delivery) is not justified.

22.3 After delivery, Weckx is released from liability for defects that the Customer should reasonably have discovered at the time of delivery.

23a THE REJECTION

23a.1. Rejection of (part of) the work must be made within 8 days of delivery; otherwise, the work will be deemed completed. This rejection must be demonstrably submitted (in writing or digitally) to Weckx, along with a specific description of the complaint.

This is partly due to Weckx's ability to conduct his own investigation into the event in question.

23a.2. In the event of such a rejection, the Customer is obligated to allow Weckx to conduct an investigation and/or carry out damage-limiting repairs. If the Customer fails to cooperate, the obligation to conduct further investigation or repairs will lapse, as will any liability for damages on the Customer's part.

23a.3. If a defect is found, Weckx must be given a reasonable opportunity to remedy the defect within a reasonable period. This obligation does not apply if or insofar as the defect arose as a result of incomplete or incorrect information provided by the Customer, improper and/or incorrect use, or if further work, adjustments, modifications, etc. were carried out on the work after delivery. The Customer expressly waives their right to demand repair or replacement from Weckx, or compensation for damages.

23a.4. If Weckx carries out any investigation, remedial action, or other action following a complaint, this is considered goodwill and is not obligatory, and does not imply acknowledgement of the complaint.

23b CONSEQUENCES OF REJECTION

23b.1. Reporting a defect does not suspend the payment obligation. If Weckx can estimate the repair costs, Weckx may allow the Customer to withhold payment of these estimated costs, provided that the Customer pays the undisputed costs or invoice portion within the timeframe specified in the invoice, and provided that the unpaid portion is transferred immediately after Weckx has repaired the defect.

23b.2. Should the Customer believe that, despite the foregoing, Weckx is liable for damages, reference is made to Articles 8 and 9 regarding Weckx's liability.

D. SUBSCRIPTION

ARTICLE 24

24.1. Parties may agree that Weckx will provide the customer with access to an online environment, allowing the customer to monitor certain functionalities, such as a smoke detector or sensor.

24.2. This Agreement will remain in effect until terminated in writing by either party, with a notice period of one month.

24.3. Weckx is authorized to suspend or terminate access if the customer fails to fulfill their obligations.

24.4. During the suspension, the customer remains liable for the subscription fee in full.

24.5. Once the agreement ends or is suspended, the customer will have no access. No notifications will be issued. If the customer suffers any damage during the suspension, Weckx is not liable.

24.6. Weckx is not liable for damages of any nature whatsoever because Weckx has assumed incorrect and/or incomplete information provided by the Customer, in accordance with Article 25.1.

24.7. The customer shall never acquire any form of intellectual property rights to the software, nor shall they be entitled to distribute or have distributed any source code, programming, and/or any information in the broadest sense of the word in that regard, or to directly or indirectly provide the opportunity to do so, in the broadest sense of the word, under penalty of a fine of €50,000 per occurrence, without prejudice to the right to full compensation.

24.8. The customer is obligated to have a secure and properly functioning connection and to have it updated and/or maintained in a timely manner, and to ensure that any notifications can reach them.

24.9. Customers access the portal at their own expense and risk, and Weckx is not liable for any damage related to its malfunctioning or incomplete functioning; in any case, the exoneration provisions of Articles 8 and 9 apply.

E. OTHER PROVISIONS

ARTICLE 25 MISCELLANEOUS

25.1. The Customer shall adequately inform Weckx of any changes to its address, telephone number, or email address and guarantees its availability and the accuracy of the information it enters.

25.2. If the Customer fails to do so and influences any work visit, delivery, or other performance thereof, this will be at the Customer's expense and risk. Weckx may also write to the Customer at the last known address, with legal effect, in deviation from Article 3:37 of the Dutch Civil Code.

25.3. All agreements and matters relating to the assignment or these terms and conditions are exclusively governed by Dutch law.

25.4. The invalidity or nullity of any provision shall not affect the validity of the remaining provisions or the valid parts contained therein. If this occurs, the parties agree to replace the invalid provision with a valid provision that is similar in spirit and purpose.

24.5. These general terms and conditions are subject to the General Terms and Conditions Act.

25.6. The customer agrees in advance and irrevocably that the rights and obligations arising from the legal relationship that exists or arises between the parties may be transferred by Weckx to third parties or to a third party, such as a private limited company (BV), provided that this company has sufficient ties with the persons of Weckx acting up to that point.

If you have any questions, complaints, or comments after reading these Terms and Conditions, please feel free to contact us in writing or by email. Weckx BV, Stalbergweg 55, 5913 BJ Venlo,
Tel: +31 77 351 2776, Email: info@Weckx.nl, Chamber of Commerce number: 81196121, VAT number: NL861981522B01