Terms and Conditions | Deetronix

ARTICLE 1. | DEFINITIONS
In these terms and conditions, the following terms, each always capitalised, shall have the following meanings.

1. Deetronix: the user of these terms and conditions, part of the private limited company DutchLEDProjects B.V., located at Milton Friedmanweg 11, 1689 ZZ in Zwaag, registered in the Trade Register under Chamber of Commerce number 75222191.
   
2. Customer: any natural or legal person, acting at least for purposes falling within their professional or business activities, with whom Deetronix has concluded or intends to conclude an Agreement.
   
3. Parties: Deetronix and the Customer jointly.
   
4. Agreement: any agreement between the Parties under which Deetronix has undertaken to sell and deliver Products to the Customer.
   
5. Products: the goods to be supplied by Deetronix to the Customer under the Agreement, including, but not limited to, various electrical engineering products, such as LED lighting installations, LED light line modules, connectors, fluorescent lamp replacements, cosmo controls, sensors and related items.
   
6. Written: communication in writing, communication by e-mail or any other form of communication that can be deemed equivalent to this in view of the state of the art and prevailing societal views.
   
   ARTICLE 2. | GENERAL PROVISIONS

1. These terms and conditions apply to every offer of Deetronix and every Agreement.
   
2. The applicability of any general terms and conditions of the Customer is expressly rejected.
   
3. Any derogation from these general terms and conditions must be expressly and in writing. If and to the extent that what the Parties have expressly and in writing agreed upon deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed upon shall prevail.
   
4. Invalidity or nullity of one or more of the provisions of these terms and conditions or the Agreement as such shall not affect the validity of the remaining clauses. If applicable, the Parties are obliged to consult with each other in order to make a replacement arrangement with regard to the affected clause. In doing so, the purpose and intent of the original provision shall be observed as much as possible.
   
   ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT

1. All offers from Deetronix are without obligation. Deetronix may revoke its offer with immediate effect, or at least as soon as possible after acceptance thereof by the Customer. If payment has already been made by the Customer in such a case, Deetronix will arrange for reimbursement as soon as possible.
   
2. Obvious errors, mistakes, and typos do not bind Deetronix.
   
3. Every Agreement, notwithstanding Article 1, is concluded at the moment the Customer accepts Deetronix's offer, in the manner possibly designated for that purpose by Deetronix. If the Customer's acceptance deviates from Deetronix's offer, the Agreement shall not be concluded in accordance with this deviating acceptance, unless Deetronix indicates otherwise.
   
4. If Deetronix provides the Customer with Written confirmation of an Agreement concluded verbally, it is presumed that this confirmation accurately and fully reflects the Agreement, unless the Customer has lodged a reasoned Written complaint about it within two working days of receiving the confirmation.
   
   ARTICLE 4. | DELIVERY OF THE PRODUCTS

1. Delivery of the Products shall take place at the agreed upon location and in the agreed upon manner. In the event of delivery, delivery shall be made to the delivery address specified by the Customer.
   
2. Deetronix reserves the right to deliver the order in instalments.
   
3. The risk of loss and damage to the Products passes to the Customer at the moment the Products are received by or on behalf of the Customer.
   
4. If Deetronix incurs additional costs due to a circumstance attributable to the Customer, for example in connection with multiple delivery attempts, these costs shall be borne by the Customer in addition.
   
   ARTICLE 5. | DELIVERY TERMS

1. Any delivery times to which Deetronix has committed to the Customer are indicative, non-fatal, deadlines. Deetronix shall not be in default until the Customer has formally notified Deetronix in writing, specifying a reasonable period for compliance, and Deetronix still fails to comply after this period has expired.
   
2. Deetronix's default entitles the Customer to terminate that part of the Agreement to which the default relates, but never to additional damages.
   
   ARTICLE 6. | INVESTIGATION AND COMPLAINTS

1. The Customer must, at the time of delivery of the Products, or immediately thereafter, inspect whether the nature and quantity of the Products comply with the Agreement. If, in the Customer's opinion, the nature and/or quantity of the Products do not comply with the Agreement, they must immediately notify Deetronix.
   
2. Complaints relating to defects that were not reasonably visible or otherwise recognisable at the time of delivery must be submitted in writing to Deetronix within seven days after the Customer became aware, or could reasonably have become aware, of the existence of the defect.
   
3. If the Customer does not complain in good time and in accordance with the provisions of the preceding paragraphs, no obligation whatsoever shall arise for Deetronix from such a complaint by the Customer.
   
4. Even if the Customer complains in a timely manner, their obligation to pay Deetronix on time remains.
   
   ARTICLE 7. | WARRANTY
   
   Deetronix provides a warranty on LED lighting, effective from the date of delivery, subject to the following conditions:
   a) For a burning time of a maximum of 10 hours per day:

• 10 years on the Sirius pro line and Luna LED fluorescent lighting;
• 7 years on the Pulsar Pro line and Titan and Nova series.
  
  (b) Where the fire lasts for more than 10 hours a day:
• 7 years on the Sirius pro line and Luna LED lighting;
• 5 years on the Sirius standard line, Pulsar Pro and Pulsar standard line, and the Titan and Nova series.

1. The warranty as referred to in paragraph 1 is an all-inclusive warranty, which means that if the warranty claim is valid, Deetronix will provide free replacement of the defective LED lighting, including the labour for the associated
   assembly work. This warranty exclusively covers defects consisting of a lamp failing to illuminate or flickering. If Deetronix rectifies the defect by solely replacing an electrical component, Deetronix shall be fully discharged from further warranty obligations.
   
2. The warranty referred to in the preceding paragraphs does not cover:
   a) the use of aerial work platforms, scaffolding and other equipment necessary for the replacement, as well as the costs of cabling, installation materials and similar items;
   (b) defects resulting from an external cause arising after delivery or from any other circumstance for which Deetronix cannot be held responsible. This includes, but is not limited to, defects arising after delivery as a result of damage, damage caused by acts of war, incorrect or improper handling or assembly, incorrect or improper use, failure to comply with any instructions for use or other guidance provided by Deetronix, failure to carry out (or arrange for) professional and regular maintenance, and the making of alterations to the goods supplied, including repairs carried out without Deetronix’s prior written consent;
   (c) damage and defects caused by external, abnormal circumstances, including, but not limited to:

• environmental factors such as excessively high or low temperatures, insufficient ventilation or cooling;
• electrical factors such as voltage spikes, voltage fluctuations, poor mains quality, inrush currents and
  unsuitable dimming techniques;
• environmental conditions such as moisture, condensation, dust, pollution, and chemicals;
• usage patterns such as extremely frequent switching or overloading;
• incorrect installation, improper use, unsuitable application, or faulty maintenance.

1. Deetronix has an eight-week period to repair a defect in the LED lighting after a valid warranty claim. This period is not a fatal term; repair may take longer due to force majeure or unforeseen circumstances. If urgency is desired, it can be assessed in consultation with the Customer whether this is possible. If urgent repair is not feasible, Deetronix may send a replacement unit free of charge, with the Customer being responsible for installation.
   
2. The condition for free replacement is that the work floor is freely accessible and that Deetronix encounters no hindrance in carrying out the work. If Deetronix cannot carry out the work due to obstructions, the additional labour and travel costs will be borne by the Client, in accordance with Deetronix's then-current standard rates.
   
3. The maximum working height without scaffolding or a cherry-picker is three metres. If the working height exceeds three metres, scaffolding or a cherry-picker will be required for the repair, and the Client must arrange this at their own expense and risk, unless expressly agreed otherwise in writing. If the Parties expressly agree in writing that Deetronix shall provide the scaffolding and/or cherry-picker, the rental costs for these shall also be borne entirely by the Client.
   
4. Before scheduling a replacement appointment, the Customer must provide photographs of the situation so that it can be determined which equipment is required. If scaffolding is used, the Customer or someone on their behalf must ensure that a person responsible for erecting and dismantling the scaffolding is present.
   
5. Before carrying out replacement work, the installation must be made dead. If this is not the case, any waiting time costs incurred will be charged to the Customer, in accordance with Deetronix's usual rates at that time. Cosmo-control, sensors and other Products.
   
6. Deetronix provides a warranty on the cosmo-control (operating system) for a period of 5 years and on sensors for 3 years, commencing on the day of delivery. For Products other than those referred to in the previous sentence and in Article 1, warranty shall only apply if and to the extent expressly agreed in writing.
   
7. The warranty referred to in the previous paragraph does not cover defects that are the result of an external cause that occurred after delivery or from any other circumstance that cannot be attributed to Deetronix. This includes, but is not limited to, defects arising after delivery as a result of damage, vandalism, incorrect or improper handling or assembly, incorrect or improper use, failure to observe any operating instructions or other instructions from Deetronix, failure to professionally and regularly maintain (or have maintained), and alterations to the delivered goods, including repairs carried out without the prior written consent of Deetronix.
   
8. Deetronix is entitled to supply a spare part to meet a valid warranty claim under clause 9, in order to restore the relevant Product to proper working order. If repair by supplying a spare part is not possible, Deetronix is entitled to replace the relevant Product in its entirety.
   
9. Any shipping costs, costs for dismantling and (re)assembly, as well as costs for aids such as aerial work platforms or scaffolding, are not covered by the warranty as referred to in paragraph 9 and shall be borne by the Customer.
   
   ARTICLE 8. | FORCE MAJEURE

1. Deetronix shall not be held liable for the performance of any obligation under the Agreement if and for as long as it is prevented from doing so by circumstances which cannot be attributed to Deetronix by law, legal act, or generally accepted principles in society (force majeure). In addition to what is understood in legislation and case law regarding force majeure, it shall include all external causes over which Deetronix has no influence and which make the (further) performance of the Agreement impossible or seriously difficult, including but not limited to, epidemics, pandemics, fire, government measures, transport restrictions, war or threat of war, violent or armed actions, disruptions in communication links or in Deetronix's equipment or software.
   
2. If and insofar as the force majeure situation makes the performance of the Agreement permanently impossible or lasts or will last longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
   
3. If Deetronix has already partially fulfilled its delivery obligations at the time the force majeure situation arises, or can only partially fulfil its delivery obligations, Deetronix shall be entitled to invoice the already deliverable part, or the still deliverable part of the Agreement, separately as if it were a separate Agreement.
   
4. Damage arising from force majeure shall, without prejudice to the provisions of the previous paragraph, in no event be eligible for compensation.
   
   Artikel 9. | Opschorting en Ontbinding

1. Deetronix is entitled to suspend further performance of the Agreement if and for as long as the Customer fails to meet its already due (payment) obligations under the Agreement (including those stipulated in these general terms and conditions).
   
2. Deetronix is entitled to terminate the Agreement in whole or in part with immediate effect if the Customer fails to fulfil its obligations under the Agreement, or fails to do so in a timely or complete manner. If the fulfilment of the Customer's obligations which it has failed to perform is not permanently impossible, the right to terminate shall only arise after the Customer has been served notice of default in writing by Deetronix, which notice of default shall specify a reasonable period within which the Customer can still fulfil its obligations, and fulfilment has still not occurred after the expiry of the latter period. The provisions of the previous sentence shall not apply if Deetronix must deduce from a statement by the Customer that the Customer will permanently fail to fulfil its obligations, in which case a notice of default would be pointless and termination may take place without notice of default.
   
3. The provisions of the previous two paragraphs shall not apply if the Customer's failure, by its particular nature or minor significance, does not reasonably justify this suspension or termination with its consequences.
   
4. Unless the Customer has already fully met its (future) payment obligations to Deetronix, Deetronix is entitled to terminate the Agreement, in whole or in part, with immediate effect, if the Customer is declared bankrupt, any attachment is placed on its goods, or it is otherwise unable to freely dispose of its assets.
   
5. Furthermore, Deetronix is entitled to dissolve the Agreement in whole or in part if circumstances arise of such a nature that fulfilment of the Agreement is impossible or that its continued maintenance cannot reasonably be expected of him.
   
6. The Customer shall never claim any form of compensation in connection with the right of suspension and/or termination exercised by Deetronix on the basis of this article.
   
7. If the ground that led to the suspension or dissolution of the Agreement can be attributed to the Customer (which is not always the case, except in the event of paragraph 5), Deetronix shall be entitled to compensation from the Customer for any damage suffered by Deetronix as a result.
   
8. If Deetronix terminates the Agreement pursuant to this article, any outstanding claims against the Customer shall become immediately due and payable.
   
   ARTICLE 10. | DELIVERY COSTS, PRICE CHANGES AND PAYMENTS

1. Delivery costs are to be borne by the Customer, unless otherwise agreed in writing.
   
2. All agreed prices are based on the facts and circumstances known to Deetronix at the time Deetronix offered these prices to the Customer. If price increases occur in cost-determining factors, such as an increase in purchase prices, Deetronix is entitled to pass these price increases on to the Customer.
   
3. In the event of advance payment, Deetronix shall not be obliged to (further) perform the Agreement until the Customer has met all its existing and due payment obligations to Deetronix. In accordance with Article 9, Deetronix is therefore entitled to suspend the performance of the Agreement in the event of the Customer's default in payment until the Customer has rectified its default in payment.
   
4. Payments must be made in the manner indicated by Deetronix and within the period or at the time specified by Deetronix. In the case of bank transfer, Deetronix applies a standard payment term of 14 days after the invoice date, but may deviate from this in individual cases, such as in the case of a down payment and in cases where it has been expressly agreed otherwise.
5. Payment must be made without any recourse to suspension or set-off.
   
6. Deetronix is entitled to make the invoices due to the Customer available to him exclusively by e-mail.
   
7. If the Customer liquidates or transfers their business to a third party, is bankrupt, has applied for (preliminary) suspension of payment, the Natural Persons Debt Restructuring Act has been applied to them, any attachment has been placed on their assets, as well as in cases where the Customer can otherwise not freely dispose of their assets, the claims against the Customer shall be immediately due and payable.
   
8. If payment is not made on time, the Customer shall be deemed to be in default by operation of law. From the day on which the Customer is in default, the Customer shall owe interest on the outstanding amount at a rate of 2% per month, with any part of a month being treated as a full month.
   
9. All reasonable costs, such as court costs, extrajudicial costs and enforcement costs, incurred in obtaining amounts due by the Customer, shall be borne by the Customer.
   
   ARTICLE 11. | LIABILITY AND INDEMNITY

1. The Customer bears the damage caused by inaccuracies or incompleteness in the data provided by them.,
   any other failure to comply with the Customer's obligations arising from the law or the Agreement,
   as well as another circumstance that cannot be attributed to Deetronix. Damage as a result of a circumstance
   as referred to above, the Customer shall not be entitled to damages or any other compensation from Deetronix.
   
2. When communicating between Parties remotely, Deetronix may use a chatbot that functions using
   Artificial intelligence. Deetronix cannot guarantee that this chatbot will always provide the Customer with accurate and correct information. If in doubt, it is the Customer's responsibility to verify this information by telephone with Deetronix. Deetronix is not liable for the consequences of incorrect information provided by the chatbot.
   
3. Deetronix's liability for indirect damage, consequential damage, lost profit, missed savings, reduced
   Goodwill, damage due to business stagnation, damage resulting from claims by the Client's personnel or customers, corruption or loss of data and all other forms of damage other than those mentioned in the following paragraph, for whatever reason, are excluded.
   
4. The limitations of Deetronix's liability included in these terms and conditions do not apply if the damage is due to wilful intent or deliberate recklessness on the part of Deetronix or its management subordinates. Within the limits set out in the following paragraph, Deetronix shall be liable solely for direct damage attributable to it. Direct damage shall be understood exclusively as:

• reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions;
• any reasonable costs necessarily incurred to make Deetronix's defective performance conform to the Agreement;
• reasonable costs, incurred to prevent or limit damage, to the extent that the Customer demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions.

5. Notwithstanding anything to the contrary in the rest of these general terms and conditions, if any liability should rest with Deetronix, this liability will be limited to the repair or replacement of the Products to which Deetronix's liability relates. If repair or replacement is not possible or demonstrably pointless, Deetronix's liability will be limited to one time the invoice value of the Agreement, or at least that part of the Agreement to which the liability relates.

6. Notwithstanding the forfeiture periods referred to in Article 6, the limitation period for all legal claims against Deetronix shall be one year.

7. The Client indemnifies Deetronix against any third-party claims for damages arising in connection with the performance of the Agreement, where the cause is attributable to parties other than Deetronix. If Deetronix is held liable by third parties for this reason, the Client shall assist Deetronix both out of court and in legal proceedings, and shall promptly take all actions reasonably expected of it in such a case. Should the Client fail to take adequate measures, Deetronix shall be entitled to take such measures itself, without further notice of default. All costs and damages incurred by Deetronix and third parties as a result thereof shall be fully borne by the Client and at the Client's risk.

ARTICLE 12. | RETENTION OF TITLE

1. All Products sold by Deetronix to the Customer shall remain its property until the Customer has duly fulfilled all its payment obligations under the relevant Agreement.

2. The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.

3. If third parties seize the Products to which the retention of title applies, or wish to establish or assert rights on them, the Customer is obliged to inform Deetronix as soon as possible.

4. The Customer hereby grants unconditional permission to Deetronix or third parties designated by Deetronix to enter all locations where the Products subject to retention of title are located. In the event of the Customer's.

5. If the Customer has fulfilled his obligations after Deetronix has delivered the Products to him, the retention of title with regard to these Products shall revive if the Customer fails to meet his obligations under a subsequently concluded Agreement.

ARTICLE 13. | FINAL PROVISIONS

1. Deetronix is entitled to transfer its rights and obligations under the Agreement to a third party.
   
2. Dutch law shall apply exclusively to every Agreement and all legal relationships arising from it between the Parties.
   
3. The parties shall not, before exhausting all efforts to settle the dispute through mutual consultation, resort to legal proceedings.
   
4. Only the competent court within the district of the North Holland court will have jurisdiction in first instance to hear any legal disputes between the Parties, without prejudice to Deetronix's right to designate another court competent according to the law.
   
5. If these terms and conditions are available in multiple languages, the Dutch-language version shall always be determinative for the interpretation of the provisions contained therein.