The general partnership JaDaStroom (hereinafter: JaDa) is registered with the Chamber of Commerce under number 77891880 and is located at Ds ten Catewei 5 (8412TE) in Hoornsterzwaag.

Article 1 – Definitions

1. In these general terms and conditions, the following terms are used with the following meanings, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer for the supply of Products by the Seller, to which these terms and conditions are inseparably attached.
3. Company: The natural or legal person acting in the exercise of a profession or business.
4. Consumer: The natural person who does not act in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into a (distance) Agreement with the Seller.
6. Agreement: The (purchase) agreement (distance) aimed at the sale and delivery of Products purchased by the Buyer from JaDa, and/or the performance of Work.
7. Products: The Products offered by JaDa are solar panels for boats and caravans, tools, inverters, charge controllers, batteries, and accessories.
8. JaDa: The provider and seller of Products to the Buyer, as well as the provider of Work to the Buyer.
9. Work: The Work offered by JaDa includes all work performed outside of employment with the purpose of creating and delivering a tangible work (installation/assembly of Products), and/or performing maintenance for a price payable by the Buyer in money.

Article 2 – Applicability

1. These general terms and conditions apply to every Offer from JaDa and every Agreement between JaDa and a Buyer, as well as to any Product offered by JaDa.
2. Before a (distance) Agreement is concluded, the Buyer is given access to these general terms and conditions. If this is not reasonably possible, JaDa will indicate to the Buyer how they can view the general terms and conditions, which are in any case published on JaDa’s website, so that the Buyer can easily save them on a durable data carrier.
3. In exceptional situations, these general terms and conditions may be deviated from if explicitly and in writing agreed with JaDa.
4. These general terms and conditions also apply to additional, amended, and follow-up agreements with the Buyer. Any general and/or purchase terms of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are wholly or partially void or annulled, the remaining provisions of these general terms and conditions shall remain in effect, and the void/annulled provision(s) shall be replaced by a provision with the same purpose as the original provision.
6. Uncertainties regarding the content, interpretation, or situations not covered by these general terms and conditions shall be assessed and interpreted in the spirit of these general terms and conditions.
7. If these general terms and conditions refer to she/her, this should also be understood as a reference to he/him/his, where and to the extent applicable.

Article 3 – The Offer

1. All offers made by JaDa are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this is expressly stated in the offer. An Offer exists only once it has been recorded in writing.
2. The Offer made by JaDa is non-binding. JaDa is only bound to the Offer if the acceptance by the Buyer is confirmed in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, JaDa has the right to refuse an Agreement with a potential Buyer for a reason justified to JaDa.
3. The Offer contains an accurate description of the offered Product and/or Work with the corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer do not bind JaDa. Any images and/or specific data (including but not limited to displayed and/or provided models, examples of documents, as well as indications of colors, capacities, functionalities, dimensions, and other descriptions in sketches, drawings, brochures, promotional material) in the Offer are only indicative and cannot form a basis for any claim for damages or for rescinding the Agreement. Minor deviations permitted within the industry are acceptable and do not provide grounds for terminating the Agreement. JaDa cannot guarantee that the colors in the images exactly match the actual colors of the Product.
4. Delivery times and deadlines stated in JaDa’s Offer are indicative and do not give the Buyer the right to rescind the Agreement or claim damages in case of exceeding them, unless expressly agreed otherwise.
5. A composite price quotation does not obligate JaDa to deliver part of the items included in the offer or quotation for part of the stated price.
6. If and to the extent that there is an offer, this does not automatically apply to reorders. Offers are only valid while stocks last, according to the first-come, first-served principle.
7. If the Offer is based on data provided by the Buyer and these data prove to be incomplete and/or incorrect or are subsequently changed, JaDa has the right to adjust the rates, delivery times, and/or prices stated in the Offer. The Buyer is obliged to accept the changed circumstances and comply with the payment obligations.

Article 4 – Formation of the Agreement

1. The Agreement is concluded at the moment the Buyer accepts an Offer from JaDa by paying for the relevant Product, as well as by the Buyer’s acceptance of an Offer from JaDa.
2. An Offer can be made by JaDa via the website.
3. If the Buyer has accepted the Offer by entering into an Agreement with JaDa, JaDa will confirm the Agreement with the Buyer in writing, or at least by email.
4. If the acceptance (on minor points) deviates from the Offer, JaDa is not bound by it.
5. JaDa is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from such a mistake or error.
6. The right of withdrawal is excluded for the Buyer being a Business. The Buyer being a Consumer has the right to exercise their right of withdrawal within the statutory period. If withdrawal applies, the Buyer shall handle the Product and packaging with care. The panel must not contain any sealant residues, seals must not be broken, and the Product must not have any damage. The Buyer shall only unpack or use the Product to the extent necessary to determine the nature, characteristics, and functioning of the Product. The principle is that the Buyer may handle and inspect the Product only as they would in a store. The direct costs for returning the Product are borne by JaDa.
7. The Buyer is not authorized to partially cancel the installation. If the execution of the Agreement has already begun and the Buyer cancels the Agreement, the Buyer is liable for the price applicable to the entire work.
8. If a previously scheduled appointment is canceled by the Buyer within 48 hours of the start date, JaDa is entitled to charge the Buyer for the reserved time based on the established (hourly) rate, as well as any costs already incurred for the execution of the Agreement.
9. The Buyer is personally liable to third parties for the consequences of the cancellation and indemnifies JaDa against any claims from such third parties.

Article 5 – Execution of the Agreement

1. JaDa will execute the Agreement to the best of its knowledge and ability.
2. If and to the extent that proper performance of the Agreement requires it, JaDa has the right to have certain work carried out by third parties at its discretion.
3. The Buyer shall ensure that all data which JaDa indicates as necessary, or which the Buyer should reasonably understand as necessary for the performance of the Agreement, are provided to JaDa in a timely manner. If the data required for the execution of the Agreement are not provided to JaDa on time, JaDa has the right to suspend performance of the Agreement.
4. In performing the Agreement, JaDa is not required or obligated to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for JaDa, the Buyer is obliged to reimburse the corresponding additional costs.
5. JaDa may, before proceeding with the execution of the Agreement, require security from the Buyer or full prepayment.
6. JaDa is not liable for any damage of any kind arising from JaDa relying on incorrect and/or incomplete information provided by the Buyer, unless JaDa was aware of such incorrectness or incompleteness.
7. The Buyer indemnifies JaDa against any claims by third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.
8. The Buyer must at all times check for themselves whether the Product is suitable for the surface on which it is placed. This is expressly stated in the Offer.

Article 6 – Product Delivery

1. If the start, progress, or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not done so in time, does not cooperate sufficiently, the (pre)payment has not been received by JaDa on time, or other circumstances beyond JaDa’s control cause a delay, JaDa is entitled to a reasonable extension of the delivery period. All agreed delivery periods are never strict deadlines. The Buyer must put JaDa in default in writing and grant a reasonable period to still deliver. The Buyer has no right to any compensation for the delay.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to them under the Agreement, even if they are offered earlier or later than agreed.
3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, JaDa is entitled to store the goods at the Buyer’s expense and risk.
4. If the Products are delivered by JaDa or an external carrier, JaDa is entitled to charge delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If JaDa requires data from the Buyer in the context of performing the Agreement, the delivery period only starts once the Buyer has provided all data necessary for performance to JaDa.
6. If JaDa has specified a delivery period, it is indicative. Longer delivery times apply for deliveries outside the Netherlands.
7. JaDa is entitled to deliver the goods in parts, unless otherwise agreed in the Agreement or unless the partial delivery has no independent value. JaDa is entitled to invoice the delivered parts separately.
8. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. JaDa reserves the right to refuse delivery if there is a justified concern of non-payment.

Article 7 – Packaging and Transport

1. JaDa undertakes towards the Buyer to properly package and secure the goods to be delivered so that they reach their destination in good condition under normal use.
2. Unless expressly agreed otherwise in writing, all deliveries are made including value-added tax (VAT), including packaging and packaging materials, and the mandatory disposal contribution.
3. Acceptance of the goods without remarks on the delivery note or receipt constitutes proof that the packaging was in good condition at the time of delivery.
4. Delivery of the product takes place on the ground floor of the Buyer’s address. Any vertical transport is at the Buyer’s expense and risk.

Article 8 – Inspection, Complaints

1. The Buyer is obliged to inspect the goods at the time of delivery, and in any case within 30 calendar days after receipt, unpacking or using them only to the extent necessary to assess whether they retain the Product. The Buyer must verify that the quality and quantity of the goods delivered correspond to the Agreement and that the Products meet the standards applicable in normal commercial practice.

The Buyer is obliged to investigate and inform themselves how the Product should be used and, in case of personal use, to test the Product in accordance with the instructions and guidelines. JaDa accepts no liability for the Product being used incorrectly by the Buyer and/or for not following the instructions. JaDa is entitled to unilaterally adjust the instructions at any time.

3. Any visible defects or shortages must be reported in writing to JaDa at JaDaConsumentenartikelen@outlook.com after delivery. The Buyer has a period of 30 days after delivery to do so. Non-visible defects or shortages must be reported within 30 calendar days after discovery, but no later than 6 months after delivery. In case of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any reduction in the Product’s value.
4. If a complaint is made in time in accordance with the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this may only be done with prior written consent from JaDa in the manner specified by JaDa.
5. If the Buyer is a Consumer and exercises their right of withdrawal, they must return the Product and all accessories, as reasonably possible, in their original condition and packaging to JaDa, in accordance with JaDa’s return instructions. The direct costs of returns are borne by JaDa.
6. JaDa is entitled to conduct an inspection of the authenticity and condition of the returned Products before a refund is made.
7. Refunds to the Buyer will be processed as soon as possible, but the refund may take up to 10 days after receipt of the Buyer’s declaration of cancellation. Refunds will be made to the previously specified bank account.
8. If the Buyer exercises their right of complaint, the Buyer being a Business has no right to suspend their payment obligation nor to offset outstanding invoices.
9. In case of incomplete delivery and/or if one or more Products are missing, and this is attributable to JaDa, JaDa will, upon the Buyer’s request, dispatch the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is decisive. Any damage suffered by the Buyer as a result of the (different) scope of delivery cannot be claimed against JaDa.

Article 9 – Installation Works

1. JaDa will make every effort to carry out the installation with the greatest possible care, as may be expected from a competent contractor. All Works are carried out on a best-efforts basis, unless a result has been explicitly and in writing agreed upon and thoroughly described. Under no circumstances does JaDa guarantee that the executed Works and/or the goods supplied by it are suitable for the purpose intended by the Buyer.
2. All instructions, directions, advice, and similar communications are deemed to have been given with the express approval of the Buyer if provided by employees, subordinates, and/or third parties engaged by the Buyer. Any damage resulting from unauthorized or out-of-scope instructions is entirely at the expense and risk of the Buyer.
3. JaDa is entitled to engage third parties at its discretion for the execution of the Works.
4. The scope of the execution of the Works extends to what has been explicitly agreed upon by the parties and/or included in a fault report. JaDa will inform the Buyer of all circumstances that may affect the (availability) of the maintenance.
5. The Buyer is obliged to ensure that:

• All information, data, and documents necessary for the execution of the Agreement (including, but not limited to, maps, drawings, overviews, models, connections, and more) must be provided to JaDa in a timely manner and in the manner required by JaDa;
• JaDa must have access to the location(s) on the agreed date(s) and time(s), with the location meeting the applicable legal (safety) requirements and working conditions (whether or not in accordance with a collective labor agreement). In the absence of this, JaDa is entitled to suspend its work until these conditions are met, without being liable for any (delay) damages.
• Third parties engaged by the Buyer must carry out their work and/or deliveries in such a manner that JaDa experiences no delays or hindrances in the execution of the Agreement or Works;
• JaDa has sufficient opportunity in a timely manner for the delivery, storage, and/or removal of materials and/or tools;
• The location is in such a condition that JaDa can carry out and/or continue its Works without hindrance;
• JaDa has access to electrical connections at the location. The Buyer must bear the costs. Lost working hours due to power outages are also at the Buyer’s expense;
• The location must have adequate facilities for the proper and complete collection of waste;
• The location must (where possible) have a suitable space where JaDa’s tools, machines, materials, and other items can be stored without risk of damage or theft. In case of theft, loss, or damage, the costs will be borne by the Buyer;
• The location must have the other facilities reasonably required by JaDa, without any (additional) costs being charged to JaDa.

7. If the Buyer does not comply in a timely manner with the obligations mentioned in this article, JaDa is entitled to suspend the execution of the Agreement until the Buyer has fulfilled its obligations. Costs related to the delay incurred and/or the costs for performing additional work or other resulting consequences shall be borne by and at the risk of the Buyer.
8. If the Buyer fails to fulfill its obligations and JaDa fails to demand performance from the Buyer, this does not affect JaDa’s right to demand performance at a later time.
9. If the Buyer cancels less than 48 hours before the scheduled appointment, the Buyer is liable for the costs of hired staff as well as a reasonable compensation for JaDa’s lost working hours.

Article 10 – Additional and reduced work and changes concerning Works

1. If during the execution of the installation it becomes apparent that the Agreement needs to be amended and/or supplemented, or that additional work is required (at the request of the Buyer) to achieve the Buyer’s desired outcome, the Buyer is obliged to pay for this additional work according to the agreed (hourly) rate and any additional material costs. JaDa is not obliged to comply with this request and may require the Buyer to enter into an additional Agreement for this purpose.
2. If a fixed price has been agreed for the works, JaDa will inform the Buyer of any additional costs or financial consequences of the extra work.
3. To the extent that a fixed price has been agreed for performing certain work, and performing that work results in additional work that reasonably cannot be considered included in the fixed price, or the price must be increased due to incorrect information provided by the Buyer that is relevant for pricing (unless JaDa should have discovered the inaccuracy of the information before setting the price), JaDa is entitled, after consultation with the Buyer, to charge these costs to the Buyer. If the Buyer, or an authorized employee of the Buyer, is not present at the location, JaDa is entitled either to suspend its work or to perform the work deemed necessary in its professional opinion, with the costs being borne by and at the risk of the Buyer.
4. Price changes resulting from amendments to the Agreement, or due to statutory regulations, must be reimbursed by the Buyer.

Article 11 – Repairs and Maintenance Concerning Works

1. If agreed in writing in a maintenance agreement, JaDa will perform maintenance and/or repairs. The scope of the maintenance obligation extends to what has been explicitly agreed upon by the parties. JaDa will inform the Buyer of all circumstances that may affect the (availability) of the maintenance.
2. The Buyer is obliged to report any defects, errors, or other issues to JaDa in writing, after which JaDa, in accordance with its usual procedures, will remedy the defects as soon as possible and to the best of its ability and/or implement improvements. If necessary, JaDa is entitled to first apply temporary solutions, after which a structural solution can be developed and executed in consultation with the Buyer.
3. The Buyer is obliged to provide their cooperation to JaDa upon first request.

Article 12 – Installation Handover

1. If the start, progress, or (final) delivery of the work is delayed because, for example, the Buyer has not provided all requested information or has not done so on time, provides insufficient cooperation, the (pre)payment has not been received by JaDa on time, or other circumstances occur at the Buyer’s cost and risk, JaDa is entitled to a reasonable extension of the (delivery) period. All agreed (delivery) periods are never strict deadlines.
2. All damages and additional costs resulting from a delay due to a cause mentioned in paragraph 1 are at the Buyer’s expense and risk and may be charged to the Buyer by JaDa.
3. JaDa strives to complete the Works within the agreed period, as far as can reasonably be expected of it.
4. If reference is made to working days, this means all (workable) calendar days, excluding recognized national holidays and weekends.
5. The Buyer has independent responsibility for the management, use, and maintenance of the items produced and/or delivered by JaDa.
6. If JaDa has indicated that the work is ready for handover and the Buyer does not approve the work within a reasonable period, whether or not conditionally, or takes it into use, modifies it, or has it modified, the Buyer is deemed to have tacitly accepted the work. Minor defects that can be remedied during the maintenance period do not constitute a reason to refuse acceptance if they do not hinder use. After acceptance, the work is considered delivered.
7. After handover, the work is at the Buyer’s risk. Therefore, the Buyer remains obliged to pay the price, regardless of loss or deterioration of the work due to a cause not attributable to JaDa.
8. JaDa no es responsable de los defectos que el Comprador razonablemente debería haber detectado en el momento de la entrega, salvo dolo o negligencia consciente por parte de JaDa.
9. JaDa is entitled to deliver and/or perform the works in parts, with each partial delivery and/or partial performance being invoiced separately.

Article 13 – Prices

1. During the validity of the Offer, the prices of the offered Products or Works will not be increased, except in the event of changes in VAT rates.
2. The prices stated in the Offer include VAT, unless expressly stated otherwise.
3. The prices stated in the Offer are based on the cost factors applicable at the time of concluding the Agreement, such as import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4. If there are Products or raw materials whose prices fluctuate on the financial market and over which JaDa has no control, JaDa may offer these Products at variable prices. The Offer will state that the prices are indicative and may fluctuate.
5. When JaDa performs the assignment (partially) at the Buyer’s location, additional costs (travel, call-out, parking, and accommodation costs) will be charged, unless agreed otherwise. For Works carried out on an urgent basis or outside office hours at the Buyer’s request, a surcharge may also be charged as agreed in the quote and/or Agreement. If items need to be shipped, the Buyer must reimburse these additional costs.
6. If, between the date of conclusion of the Agreement (or quote) and its execution, circumstances arise that increase costs for JaDa due to legislation and regulations, price changes by third parties or suppliers engaged by JaDa, or changes in the prices of necessary semi-finished products, materials, components, or currency fluctuations, import and export duties (both domestic and foreign), shipping and/or delivery costs, wages, employer contributions, and/or (social) premiums, JaDa is entitled to increase the agreed price or fee accordingly and charge the Buyer.
7. If, during the execution of the Agreement, additional costs are incurred and/or there is an increased risk (in JaDa’s judgment), the Buyer shall pay a surcharge.

Article 14 – Payment and Collection Policy

1. Payment should preferably be made in advance in the invoiced currency using the specified method. By mutual agreement, the parties may arrange for payment afterwards.
2. El Comprador no puede derivar derechos ni expectativas de un presupuesto proporcionado previamente, salvo que las partes acuerden expresamente lo contrario.
3. The Buyer must make full payment to the account number and details of JaDa provided to them. The parties may only agree on a different payment term with JaDa’s explicit written consent.
4. If a periodic payment obligation of the Buyer has been agreed, JaDa is entitled to adjust the applicable prices and rates in writing with a notice period of 3 months.
5. In the event of liquidation, bankruptcy, attachment, or suspension of payments by the Buyer, JaDa’s claims against the Buyer shall become immediately due and payable.
6. JaDa is entitled to allocate payments made by the Buyer first towards costs, then towards accrued interest, and finally towards the principal amount and ongoing interest. JaDa may, without thereby being in default, refuse a payment offer if the Buyer specifies a different order of allocation. JaDa may refuse full repayment of the principal amount if the accrued and ongoing interest as well as the costs are not simultaneously paid.
7. If the Buyer fails to meet its payment obligation and has not fulfilled it within the set payment term, the Buyer, as a Business, shall be in default. If the Buyer is a Consumer, they shall first receive a written reminder granting a period of 14 days from the date of the reminder to fulfill their payment obligation, including a statement of extrajudicial costs should the Consumer fail to meet their obligations within that period, before being considered in default.
8. From the date the Buyer is in default, JaDa shall, without further notice of default, be entitled to claim statutory (commercial) interest from the first day of default until full payment, as well as reimbursement of extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale set out in the Decree on Compensation for Extrajudicial Collection Costs of 1 July 2012.
9. If JaDa has incurred additional or higher costs that are reasonably necessary, these costs shall be reimbursable. Judicial and enforcement costs incurred shall also be borne by the Buyer.

Article 15 – Retention of title

1. All goods delivered by JaDa shall remain the property of JaDa until the Buyer has fulfilled all subsequent obligations under all Agreements concluded with JaDa.
2. The Buyer is not authorized to pledge or otherwise encumber goods subject to retention of title if ownership has not yet fully passed.
3. If third parties seize goods delivered under retention of title or seek to establish or assert rights over them, the Buyer is obliged to notify JaDa as soon as reasonably possible.
4. In the event that JaDa wishes to exercise the ownership rights referred to in this article, the Buyer hereby grants unconditional and irrevocable consent and authorization to JaDa or to third parties designated by JaDa to enter all locations where JaDa’s property is situated and to reclaim those goods.
5. JaDa has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled their payment obligations, despite an obligation to transfer or deliver from JaDa. Once the Buyer has fulfilled their obligations, JaDa shall make efforts to deliver the purchased Products as soon as possible, but no later than within 20 business days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products shall be borne by the Buyer and reimbursed to JaDa upon first request.

Article 16 – Warranty

1. JaDa guarantees that the Products comply with the Agreement, the specifications listed in the offer, usability and/or quality, and the legal rules/regulations in force at the time the Agreement was concluded. This does not apply, however, if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified the Seller in writing of such use at the time the Agreement was concluded.
2. Any warranty must be explicitly agreed upon in writing. Product warranties never extend beyond what is provided by the manufacturer or explicitly agreed. In case of conflict, the warranty provided by the manufacturer prevails. JaDa provides no warranty for sales and/or installation abroad. The warranty period for products is 12 months, unless otherwise agreed. JaDa is only responsible for the presence of the properties of the Product that the Buyer could reasonably expect.
3. JaDa performs the work in accordance with industry standards. If any warranty is provided, it is limited to what has been explicitly and in writing agreed upon and only to the extent that the warranty has been received from suppliers. During the warranty period, JaDa guarantees proper and customary quality of the delivered work.
4. The Buyer may only invoke the warranty provided by JaDa if the Buyer has fully fulfilled their payment obligations.
5. If the Buyer rightfully invokes an agreed-upon warranty, JaDa is obliged to perform a free repair or replacement of the delivered work. If any additional damage occurs, the applicable liability provisions of these general terms and conditions shall apply.
6. The warranty expires:

(i) once the warranty period has expired or the warranty obligation ceases.

(ii) as long as the Buyer is in default towards JaDa;

(iii) if the Buyer has carried out repair and/or installation work themselves, or has had it carried out by third parties;

(iv) in case of exposure to abnormal conditions and use contrary to the instructions for use;

(v) if the Buyer has used products other than those prescribed by JaDa and/or the manufacturer;

(vi) above-average wear or wear resulting from exceptional use;

Outside the warranty provisions mentioned above, the costs incurred by JaDa for parking, tolls, and ferries;

Article 17 – Suspension and termination

1. JaDa is entitled to suspend the fulfillment of obligations or terminate the Agreement if the Buyer fails to fulfill or fully fulfill their (payment) obligations under the Agreement.
2. Furthermore, JaDa is entitled to terminate the existing Agreement between itself and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer fails to timely or properly fulfill the obligations arising from any Agreement concluded with JaDa.
3. Furthermore, JaDa is entitled to terminate the Agreement without prior notice of default if circumstances arise such that performance of the Agreement is impossible or can no longer reasonably be expected, or if other circumstances arise such that the continued unchanged existence of the Agreement cannot reasonably be expected.
4. If the Agreement is terminated, JaDa’s claims against the Buyer become immediately due. When JaDa suspends the fulfillment of obligations, it retains its rights under law and the Agreement.
5. JaDa always retains the right to claim compensation for damages.

Article 18 – Limitation of liability regarding product sales

1. If the performance of the Agreement by JaDa leads to liability of JaDa towards the Buyer or third parties, such liability is limited to the costs charged by JaDa in connection with the Agreement, unless the damage was caused by intent or gross negligence.
2. JaDa is not liable for consequential damages, loss of profit and/or incurred losses, missed savings, and damage resulting from the use of the delivered Products. For Consumers, a limitation applies in accordance with what is permitted under Article 7:24(2) of the Dutch Civil Code.
3. JaDa is not liable for and/or obliged to repair damage resulting from the use of the Product. JaDa provides strict maintenance and usage instructions, which must be followed by the Buyer. All damage to Products resulting from wearing and use is expressly excluded from liability (including signs of use, wear and tear, impact damage, light and water damage, theft, loss, etc.).
4. JaDa is not liable for any damage resulting from or that may result from any action or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.
5. JaDa is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the website being unavailable for any reason.
6. JaDa does not guarantee the accurate and complete transmission of the content of emails sent by or on behalf of JaDa, nor their timely receipt.
7. All claims of the Buyer due to shortcomings on the part of JaDa shall lapse if they are not submitted to JaDa in writing and with justification within one year after the Buyer became or could reasonably have become aware of the facts on which it bases its claims. In any case, all claims of the Buyer lapse one year after the termination of the Agreement.

Article 19 – Limitation of liability regarding installation work

1. If the work exhibits defects after delivery for which JaDa is liable, JaDa must be given the opportunity to remedy the defects within a reasonable period, without prejudice to liability for damage resulting from the defective delivery, unless the costs of repair are disproportionate to the Buyer’s interest in repair rather than compensation. JaDa is not liable for consequential damages of any kind, including business interruption, loss of profit and/or incurred losses, missed savings, and damage due to operational downtime.
2. In the case of measurements, JaDa is not liable for consequential damages, including ordering incorrect materials and/or errors in materials, as well as carrying out measurements.
3. If the (consequences of a) defective performance of the work are due to defects or unsuitability of items supplied by the Buyer, the consequences shall be borne by the Buyer, unless JaDa has breached its duty to warn or otherwise failed in expertise or care regarding these defects. JaDa is also not liable for the early use of part or all of the work by the Buyer.
4. The Buyer is liable for damage to the work resulting from work performed by itself or by third parties on its behalf, or deliveries carried out. Damage arising from the use of materials prescribed by the Buyer and/or execution of a design originating from the Buyer is entirely at the Buyer’s expense and risk.
5. The Buyer is furthermore liable for loss and/or theft of and/or damage to items, tools, materials, and the like that JaDa uses and/or stores in connection with the performance of the Agreement during the execution of the Work at the Buyer’s location, including damage caused by imperfections, defects, and similar issues at the worksite.
6. JaDa is not liable for any damage resulting from or that may result from any action or omission based on (incomplete and/or incorrect) information on the website or linked websites.
7. JaDa does not guarantee the accurate and complete transmission of the content of emails sent by or on behalf of JaDa, nor their timely receipt.
8. All claims of the Buyer due to shortcomings on the part of JaDa shall lapse if they are not submitted to JaDa in writing and with justification within one year after the Buyer became or could reasonably have become aware of the facts on which it bases its claims. JaDa’s liability lapses one year after the termination of the agreement between the parties.

Article 20 – Warranty of accuracy of information

1. The Buyer is responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records provided to JaDa in connection with an Agreement. Even if this data originates from third parties, the Buyer remains responsible. If JaDa is aware, or should reasonably have been aware, of inaccuracies in the assignment, including errors or defects in plans, drawings, calculations, specifications, or execution instructions provided by the Buyer, JaDa is obliged to warn the Buyer.
2. The Buyer indemnifies JaDa against any liability arising from the failure or untimely fulfillment of the obligations under the preceding paragraph.
3. The Buyer indemnifies JaDa against claims from third parties regarding intellectual property rights on the data and information provided by the Buyer, which may be used in the performance of the Agreement.
4. The Buyer is responsible for obtaining all possibly required permits. The Buyer indemnifies JaDa against any claims arising from the absence of such permits.
5. If the Buyer provides JaDa with electronic files, software, or data carriers, the Buyer guarantees that they are free from viruses and defects.
6. The Buyer also indemnifies JaDa against all damages, fines, coercive penalties, claims, and other governmental measures.

Article 21 – Force majeure

1. JaDa is not liable if, due to a force majeure situation, it is unable to fulfill its obligations under the Agreement, nor can it be held to perform any obligation if it is hindered by a circumstance that is not attributable to its fault and does not fall under its responsibility according to law, legal act, or prevailing business practice.
2. Force majeure shall be understood, without limitation to what is defined by law and jurisprudence, as including: (i) force majeure affecting JaDa’s suppliers, (ii) failure of suppliers to properly fulfill obligations prescribed or recommended by the Buyer to JaDa, (iii) defects in goods, equipment, software, or materials from third parties, (iv) governmental measures, (v) power outages, (vi) disruption of internet, data network, or telecommunications facilities (e.g., due to cybercrime or hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, and (x) other situations that, in JaDa’s judgment, are beyond its control and temporarily or permanently prevent the fulfillment of its obligations.
3. JaDa has the right to invoke force majeure if the circumstance preventing (further) performance occurs after JaDa was required to perform its obligation.
4. The parties may suspend their obligations under the Agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to terminate the Agreement, without any obligation to compensate the other party for damages.
5. To the extent that JaDa, at the time force majeure occurs, has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the fulfilled or to-be-fulfilled portion has independent value, JaDa is entitled to invoice the already fulfilled or to-be-fulfilled portion separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 22 – Transfer of risk

1. The risk of loss or damage to the Products subject to the sales agreement transfers to the Buyer, if the Buyer is a Business, at the moment the goods leave JaDa’s warehouse. For Consumers, the risk mentioned above transfers to the Buyer once the Products are placed under the Buyer’s control. This occurs when the Products are delivered to the Buyer’s delivery address.
2. With regard to the installation/assembly of the Products, the aforementioned risk transfers at the moment the work or the Products are placed under the Buyer’s control following installation by JaDa.

Article 23 – Intellectual Property Rights

1. All intellectual property rights and copyrights of JaDa remain exclusively with JaDa and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any materials on which the intellectual property rights and copyrights of JaDa and/or the relevant manufacturer and/or (sub)supplier rest, without the express prior written consent of JaDa. If the Buyer wishes to make changes to goods supplied by JaDa, JaDa must explicitly approve the intended modifications.
3. The Buyer is prohibited from using the Products on which JaDa holds intellectual property rights in any manner other than as agreed in the Agreement.

Article 24 – Privacy, Data Processing and Security

1. JaDa handles the (personal) data of the Buyer and visitors of the website(s) with care. Upon request, JaDa will inform the data subject about this.
2. If JaDa is required under the Agreement to provide information security, such security will comply with the agreed specifications and a level of security that, considering the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 25 – Complaints

1. If the Buyer is not satisfied with JaDa’s Products and/or has complaints regarding the (performance of the) Agreement, the Buyer is obliged to report such complaints as soon as possible, but no later than within 30 business days after the event giving rise to the complaint. Complaints can be submitted via JaDaConsumentenartikelen@outlook.com with the subject “Complaint.” Complaints regarding missing products must be reported within 5 business days.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for JaDa to be able to process it.
3. JaDa zal zo spoedig mogelijk, doch uiterlijk binnen 14 kalenderdagen na ontvangst van de klacht inhoudelijk reageren op de klacht.
4. The parties will attempt to reach a solution together. If the complaint is found to be justified, a free replacement of the same or a similar product will be provided in consultation with the Buyer.

Article 26 – Applicable Law

1. Dutch law applies to every Agreement between JaDa and the Buyer. The applicability of the (CISG) United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
2. In the event of interpretation of the content and scope of these general terms and conditions, the Dutch text shall always be decisive. JaDa has the right to unilaterally amend these general terms and conditions.
3. All disputes arising from or in connection with the Agreement between JaDa and the Buyer shall be settled by the competent court of Northern Netherlands (location Leeuwarden), unless provisions of mandatory law confer jurisdiction to another court.

Hoornsterzwaag, October 4, 2021