General Terms and Conditions

Table of Contents

  • General Provisions (Articles 1-19)
  • Lease Conditions (Articles 1-9)
  • Financial Lease Conditions (Articles 1-10)
  • Service Conditions (Articles 1-4)

General Provisions

Article 1. Definitions

  • Cooling-off period: the period during which the Consumer can exercise their right of withdrawal.
  • Consumer: the Customer who is a natural person, not acting for purposes related to their trade, business, craft, or profession.
  • Day: calendar day.
  • Digital content: data produced and delivered in digital form.
  • Documentation: Manuals, operating instructions, instructional materials and the like relating to the Products and Software.
  • Continuing performance contract: a contract for the regular supply of goods, services and/or digital content for a specified period.
  • Permanent data carrier: any tool—including email—that enables the Consumer or Entrepreneur to store information personally addressed to them in a way that allows future consultation or use for a length of time appropriate to the purpose for which the information is intended and that allows unaltered reproduction of the stored information.
  • Financial Lease: Contract of the instalment plan concluded between the Customer and FELIXprinters.
  • Right of withdrawal: the Consumer’s ability to withdraw from a distance agreement within the cooling-off period.
  • Lease: lease agreement concluded between FELIXprinters and the Customer.
  • Installation: setting up the Products delivered by FELIXprinters ready for use in the Customer’s agreed working environment.
  • Office hours: the working hours in effect at FELIXprinters (08:00—17:00).
  • Customer: any legal person who has entered into or wishes to enter into an agreement with FELIXprinters as a buyer or client.
  • Entrepreneur: the natural or legal person offering products, access to digital content or services to Consumers remotely (in this case, FELIXprinters).
  • Agreement: any agreement between FELIXprinters and the Customer.
  • Distance agreement: an agreement concluded between FELIXprinters and the Customer within the framework of an organised system for distance selling of products, digital content and/or services, which makes exclusive or joint use of one or more means of distance communication up to and including the conclusion of the agreement.
  • Model withdrawal form: the European model withdrawal form included in Annexe I of these terms and conditions.
  • Products: the items that FELIXprinters delivers to the Customer under the Agreement, including any Software included in or delivered with the items.
  • Service: maintenance and/or support of Products.
  • Software: the software supplied with or incorporated in Products, including firmware, etc.
  • Distance communication: means that can be used to conclude an agreement without the Consumer and Entrepreneur having to be together in the same room at the same time.

Article 2. General

  1. These terms and conditions apply to every offer, quotation and agreement between FELIXrobotics B.V. (Chamber of Commerce No. 57141061) and/or FELIXfood B.V. (Chamber of Commerce No. 82890722), hereinafter referred to as: “FELIXprinters” and the Customer to which FELIXprinters has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
  2. These terms and conditions also apply to agreements for which FELIXprinters must involve third parties.
  3. These terms and conditions are also written for the employees of FELIXprinters and its management.
  4. FELIXprinters expressly rejects the Customer’s purchasing conditions or other conditions.
  5. If one or more of these terms and conditions are declared wholly or partially void or invalid, the other provisions will remain in full force and effect. In that case, FELIXprinters and the Customer must agree on new provisions to replace the void or invalid provisions, taking the purpose and meaning of the original provisions into account as much as possible.
  6. If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be “according to the spirit” of these provisions.
  7. If a situation arises between the parties that is not governed by these terms and conditions, the situation should be judged according to the spirit of these terms and conditions.
  8. If FELIXprinters does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply or that FELIXprinters loses any right to demand strict compliance with the provisions of these terms and conditions in other cases.
  9. The text of these terms and conditions must be made available to the Consumer before the distance agreement is concluded. If this is not reasonably possible, FELIXprinters will indicate how the terms and conditions can be inspected at FELIXprinters before the distance agreement is concluded and that they will be sent free of charge at the Consumer’s request as soon as possible.
  10. If the distance agreement is concluded electronically, notwithstanding the previous paragraph and before the distance agreement is concluded, the text of these terms and conditions may be made available to the Consumer electronically in such a way that the Consumer can easily store it on a permanent data carrier. If this is not reasonably possible before the conclusion of the distance agreement, FELIXprinters will indicate where the terms and conditions can be inspected electronically and that they will be sent to the Consumer free of charge, electronically or otherwise, upon request.

Article 3. Quotes and Offers

  1. All quotations and offers by FELIXprinters are without obligation unless the quotation sets a deadline for acceptance. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
  2. FELIXprinters cannot be held to its quotations or offers if the Customer could reasonably be expected to understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
  3. Unless otherwise indicated, prices listed in quotations and offers do not include VAT and other government levies or any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and handling costs. The Customer will bear any import or export duties for shipments outside the Netherlands.
  4. FELIXprinters will not be bound by the acceptance if it deviates from the quotation or the offer (albeit on minor points). The agreement will not be concluded in accordance with such deviating acceptance unless FELIXprinters indicates otherwise.
  5. A compound quotation does not oblige FELIXprinters to perform part of the job or partial delivery of items at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 4. Contract Term; Delivery Conditions, Performance and Modification of the Agreement

  1. The agreement between FELIXprinters and the Customer is entered into for an indefinite period unless the nature of the agreement dictates otherwise or the Parties expressly agree otherwise in writing.
  2. A deadline agreed or specified for the completion of certain work or the delivery of certain goods is never considered a strict deadline. If a deadline is not met, the Customer must issue FELIXprinters written notice of default. FELIXprinters must be offered a reasonable period to still fulfil the agreement.
  3. If FELIXprinters needs data from the Customer for the execution of the agreement, the execution period will not begin until after the Customer has made such data correctly and completely available to FELIXprinters.
  4. FELIXprinters will deliver the goods ex works unless otherwise agreed in writing. The Customer is obliged to take delivery of the goods when they are made available to them. If the Customer refuses to take delivery or fails to provide necessary information or instructions for delivery, FELIXprinters is entitled to store the items at the Customer’s expense and risk.
  5. FELIXprinters has the right to have certain work performed by third parties.
  6. FELIXprinters is entitled to execute the agreement in multiple stages and to invoice each part executed separately.
  7. If the agreement is executed in stages, FELIXprinters may suspend the execution of any parts belonging to a subsequent stage until the Customer has fulfilled their obligations relating to the preceding stage(s).
  8. If, during the execution of the agreement, it becomes apparent that the agreement must be modified or supplemented for proper execution, the parties will promptly amend the agreement by mutual agreement. If the agreement’s nature, scope or content is changed at the request or direction of the Customer, the competent authorities, or otherwise, and such change affects qualitative and/or quantitative aspects of the agreement, this may also have consequences for what was originally agreed. This may increase or decrease the price originally agreed upon. FELIXprinters will quote a price as far in advance as possible. Amendment of the agreement may further alter the originally specified execution period. The Customer accepts the possibility of amending the agreement, including the change in price and execution period.
  9. If the agreement is amended, including supplements, FELIXprinters is entitled to stay execution of the agreement until the person authorised within FELIXprinters has given their approval and the Customer has agreed to the price and other conditions stated for the execution, including the time of execution. Failure to perform the amended agreement immediately does not constitute a default on the part of FELIXprinters, nor is it grounds for the Customer to cancel the agreement. FELIXprinters may refuse a request to amend the agreement without being in default if the change could have qualitative and/or quantitative consequences for the work to be performed or goods to be delivered in that context.
  10. If the Customer defaults on properly fulfilling its obligations toward FELIXprinters, the Customer will be liable for all direct or indirect damages (including costs) suffered by FELIXprinters as a result.
  11. If FELIXprinters agrees to a fixed price with the Customer, FELIXprinters is entitled to increase the price at any time, without the Customer being entitled to dissolve the agreement for that reason, if the price increase results from a legal or regulatory power or obligation or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable when the agreement was concluded. FELIXprinters is authorised to index its prices annually in accordance with the Consumer price index for all households or a comparable index if this series is no longer published by the CBS.
  12. If the price increase other than as a result of a change in the agreement amounts to more than 10% and takes place within three months of the conclusion of the agreement, the Customer is only entitled to rescind the agreement by written declaration if it can invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code, unless FELIXprinters is still willing to execute the agreement at the originally agreed price, or if the price increase results from a legal power or obligation of FELIXprinters or it has been stipulated that the delivery will take place more than three months after the purchase.
  13. If the agreement is concluded electronically, FELIXprinters must take appropriate technical and organisational measures to protect the electronic transmission of data and ensure a secure web environment. If the Consumer can pay electronically, FELIXprinters will observe appropriate security measures for this purpose.
  14. In the case of a distance agreement, FELIXprinters will send the Consumer the following information, in writing or in such a way that it can be stored by the Consumer in an accessible way on a durable data carrier upon delivery of the product, service or digital content at the latest:
    • the visiting address of the branch of FELIXprinters to which the Consumer can address complaints;
    • the conditions under which and how the Consumer can exercise the right of withdrawal or a clear indication of the exclusion thereof;
    • the information about warranties and existing service after purchase;
    • the price of the product, service or digital content, including all taxes; the cost of delivery, where applicable; and the method of payment, delivery or execution of the distance agreement;
    • the requirements for terminating the contract if the contract has a term of more than one year or is of indefinite duration;
    • the model withdrawal form if the consumer has a right of withdrawal.
  15. In the case of a continuing performance contract, the provision of the previous paragraph applies only to the first delivery.

Article 5. Suspension, Dissolution and Premature Termination of the Agreement

  1. FELIXprinters is authorised to suspend the fulfilment of its obligations or dissolve the agreement if:
    • the Customer does not fulfil its obligations under the agreement in full or in a timely manner;
    • after the conclusion of the agreement, FELIXprinters learns of circumstances that give good reason to fear that the Customer will not fulfil its obligations;
    • at the conclusion of the agreement, the Customer was requested to provide security for the fulfilment of its obligations under the agreement, and such security has not been provided or is insufficient;
    • FELIXprinters is entitled to rescind the agreement if it can no longer be expected to fulfil the agreement at the originally agreed conditions due to delay on the part of the Customer.
  2. FELIXprinters is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of FELIXprinters.
  3. If the agreement is dissolved, any claims by FELIXprinters against the Customer will become immediately due and payable. If FELIXprinters suspends fulfilment of its obligations, it will retain its claims under the law and the agreement.
  4. If FELIXprinters suspends or dissolves the agreement, it will in no way be obliged to compensate any resulting costs or damages.
  5. If the dissolution is attributable to the Customer, FELIXprinters is entitled to compensation for direct and indirect damages, including costs.
  6. If the Customer does not fulfil its obligations resulting from the agreement and such non-performance justifies dissolution, FELIXprinters is entitled to dissolve the agreement with immediate effect without any obligation on its part to pay any damages or indemnification, while the Customer, by default, is obliged to pay damages or indemnification.
  7. In case of liquidation; application for suspension of payment and/or bankruptcy; attachment of property— insofar as the seizure has not been lifted within three months—at the expense of the Customer; debt restructuring or any other circumstance as a result of which the Customer can no longer freely dispose of its assets; the Customer will be in default by operation of law, and FELIXprinters will be free to terminate and/or dissolve the agreement with immediate effect or to cancel the order or agreement without any obligation on its part to pay any damages or compensation. In that case, any claims by FELIXprinters against the Customer will become immediately due and payable.
  8. If the Customer cancels an order in whole or in part, the items ordered or prepared for that order, plus any supply and delivery costs thereof and the labour time reserved for the execution of the agreement will be charged to the Customer in full.
  9. FELIXprinters is entitled to conduct an investigation into the Customer’s credit standing, both during and before the conclusion of an agreement. If the Customer’s credit standing gives reason to do so, FELIXprinters may decide not to enter into an agreement with the Customer or to require additional assurance from the Customer for the fulfilment of the Customer’s obligations under the agreement.

Article 6. Right of Withdrawal in Distance Agreements

  1. The Consumer may dissolve a distance agreement relating to the purchase of a product during a 14-day cooling-off period without giving any reason. FELIXprinters may ask the Consumer about the reason for the withdrawal but may not oblige them to state their reason(s).
  2. The cooling-off period referred to in Paragraph 1 starts the day after the Consumer, or a third party other than the carrier designated in advance by the Consumer, received the product or:
    • if the Consumer ordered multiple products in the same order: the day on which the Consumer or a third party designated by the Consumer received the last product. FELIXprinters may refuse an order of several products with different delivery times, provided it has informed the Consumer of this before the ordering process;
    • if the delivery of a product consists of multiple shipments or parts: the day on which the Consumer or a third party designated by the Consumer received the last shipment or part;
    • for agreements for regular delivery of products during a specified period: the day on which the Consumer or a third party designated by the Consumer received the first product.

Article 7. The Consumer’s Obligations During the Cooling -off Period for Distance Agreements

  1. The Consumer must handle the product and packaging with care during the cooling-off period. The Consumer may unpack or use the product only to the extent necessary to establish the nature, characteristics and operation thereof. The premise is that the Consumer may only handle and inspect the product as they would be permitted in a retail store. FELIXprinters will not honour a withdrawal if it appears that the products delivered have been adapted or damaged by the Consumer.
  2. The Consumer is only liable for diminished value of the product resulting from handling the product beyond what is permitted under Paragraph 1.
  3. The Consumer is not liable for product depreciation if FELIXprinters did not provide all legally required information on the right of withdrawal before or during the conclusion of the contract.

Article 8. Exercising the Right of Withdrawal for a Distance Agreement by the Consumer and the Costs Thereof

  1. If the consumer wishes to exercise their right of withdrawal, they must notify FELIXprinters within the withdrawal period using the model withdrawal form or in another unambiguous manner.
  2. The consumer must return the product to FELIXprinters or an authorised representative thereof within 14 days from the day after the notification referred to in Paragraph 1. This is not necessary if FELIXprinters has offered to collect the product. The Consumer is deemed to have complied with the return period if they return the product before the expiry of the cooling-off period.
  3. The Consumer must return the product with all delivered accessories in its original condition and packaging if reasonably possible and following the reasonable and clear instructions provided by FELIXprinters.
  4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer.
  5. The Consumer bears the direct cost of returning the product. The Consumer does not have to bear the costs of return shipment if FELIXprinters has not notified the Consumer that the Consumer must bear these costs or if FELIXprinters indicates that it will bear the costs itself.

Article 9. The Consumer’s Obligations During the Cooling-off Period for Distance Agreements

  1. If FELIXprinters allows the Consumer to submit a notification of withdrawal electronically, it will send a receipt confirmation without delay after receiving such notification.
  2. FELIXprinters will reimburse all payments made by the Consumer, including any delivery costs charged by FELIXprinters for the returned product, within 14 days after the day on which the Consumer submits notice of withdrawal. Unless FELIXprinters offers to pick up the product, it may stay the reimbursement until it receives the product or until the Consumer proves that it has returned the product, whichever is earlier.
  3. FELIXprinters will use the same means of payment used by the Consumer for reimbursement unless the Consumer agrees to another method. The reimbursement will not cost the Consumer anything.

Article 10. Force Majeure

  1. FELIXprinters is not obliged to fulfil any obligation to the Customer if hindered to do so by a circumstance not attributable to FELIXprinters through fault, nor by virtue of law, a legal act or generally accepted practice.
  2. Force majeure is defined as any non-attributable failure, understood to be any event which makes the fulfilment of the agreement by FELIXprinters so difficult or costly—compared to the prospects at the time of entering into the agreement—that such fulfilment can no longer be required in FELIXprinters’ judgment and reasonableness.
  3. Force majeure exists in any case but is not limited to if, after conclusion of the agreement, FELIXprinters is prevented from fulfilling or preparing its obligations under this agreement due to war, threat of war, fire, water damage, flood, frost, strike, occupation, blockage of transport routes, defects in means of transport, import and export impediments, defects in machinery, disruptions in the supply of energy, difficulties or stagnation in the production of FELIXprinters or of a third party from which FELIXprinters obtains the raw materials and auxiliary materials, veterinary infections, epidemics and any other causes beyond the fault or risk of FELIXprinters. FELIXprinters will notify the Customer in writing of the occurrence of a force majeure situation.
  4. FELIXprinters is entitled to dissolve the agreement in case of force majeure. If desired, instead of dissolving the agreement, FELIXprinters is entitled to suspend the execution until the circumstances leading to force majeure have ended.
  5. FELIXprinters is not liable for damages caused by dissolution or suspension on the grounds of force majeure, including lost profits.
  6. Insofar as FELIXprinters has already partially fulfilled or will be able to fulfil its obligations under the agreement at the time the force majeure occurred, and the fulfilled or yet to be fulfilled part has independent value, FELIXprinters is entitled to invoice the fulfilled or yet to be fulfilled part separately. The Customer is obliged to pay this invoice as if it were a separate agreement.

Article 11. Payment and Collection Costs

  1. Payment must be made within 30 days of the invoice date in a manner indicated by FELIXprinters in the currency invoiced unless otherwise indicated in writing by FELIXprinters. FELIXprinters is entitled to invoice periodically.
  2. If the Customer fails to pay an invoice on time, they will be in default by operation of law. When in default, the Customer will owe interest at the rate of 1% per month unless the statutory interest rate is higher, in which case the statutory interest rate will apply. Interest on the amount due will be calculated from the time the Customer is in default until the moment of payment of the full amount due.
  3. FELIXprinters is entitled to apply the payments made by the Customer to reduce the costs, then to reduce the interest due, and finally to reduce the principal sum and the current interest.
  4. FELIXprinters may, without default, refuse an offer of payment if the Customer designates the payment to a different order. FELIXprinters can refuse full repayment of the principal sum if it does not include the accrued and current interest and collection costs.
  5. The Customer is never entitled to set off amounts owed to FELIXprinters.
  6. Objections to the amount of an invoice do not suspend the payment obligation. Customers who are not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) are also not entitled to suspend payment of an invoice for any other reason.
  7. If the Customer defaults on the timely fulfilment of its obligations, all reasonable costs to obtain fulfilment out of court will be borne by the Customer. The extrajudicial costs are calculated according to what is customary in Dutch debt collection practice, currently the calculation method according to the Besluit vergoeding voor buitengerechtelijke Incassokosten (Extrajudicial Collection Costs (Standards) Act) of 27 March 2012 (Official Gazette 2012/142). If FELIXprinters has incurred higher collection costs that were reasonably necessary for a Customer who is not a Consumer, the actual costs incurred will be eligible for reimbursement. The Customer will also owe statutory commercial interest on the extrajudicial collection costs due.

Article 12. Retention of Title

  1. All items delivered by FELIXprinters within the framework of the agreement remain the property of FELIXprinters until the Customer has completely fulfilled all obligations from all agreement(s) concluded with FELIXprinters.
  2. Items delivered by FELIXprinters and subject to retention of title under Paragraph 1 may not be resold unless the sale is part of the Customer’s normal business operations. However, the items delivered may never be used as a means of payment. The Customer is not authorised to pledge or otherwise encumber items subject to retention of title. This provision has effect under property law.
  3. The Customer must always do everything that can reasonably be expected of them to secure FELIXprinters’ property rights.
  4. The Customer must notify FELIXprinters immediately if third parties seize items delivered under retention of title or wish to establish or assert rights to them.
  5. Items delivered under retention of title are held by the Customer at its own expense and risk. The Customer undertakes to insure and keep insured the items delivered under retention of title against fire, explosion, water damage and theft and to make the policy of such insurance available to FELIXprinters for inspection on the first request. FELIXprinters is entitled to the proceeds of any insurance payment. The Customer hereby assigns in advance any future claim against its insurer to FELIXprinters, and FELIXprinters accepts this assignment. The Customer undertakes in advance to cooperate with everything necessary or desirable in this context on behalf of FELIXprinters.
  6. In case FELIXprinters wants to exercise the property rights mentioned in this article, the Customer gives its advance, unconditional and irrevocable permission to FELIXprinters and third parties to be appointed by FELIXprinters to enter any places where FELIXprinters’ property is located and to recover those items.

Article 13. Warranties, Investigations and Complaints, the Limitation Period

  1. The items to be delivered by FELIXprinters meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty mentioned in this article applies to items intended for use within the Netherlands. In the event of use outside the Netherlands, the Customer must verify that the item is suitable for use and meets the conditions imposed on it. In that case, FELIXprinters may set other warranties and conditions regarding the items to be delivered or work to be performed.
  2. The warranty mentioned in Paragraph 1 of this article applies for 12 months after delivery unless a different period follows from the nature of the delivered goods or the parties have agreed otherwise. If the warranty provided by FELIXprinters concerns an item produced by a third party, the warranty is limited to the warranty provided by the item’s manufacturer unless agreed otherwise. FELIXprinters does not guarantee that the Software it obtains from third parties will be periodically maintained and updated.
  3. Any form of guarantee will lapse if a defect arises from injudicious or improper use thereof, incorrect storage or maintenance by the Customer and/or by third parties when, without written permission from FELIXprinters, the Customer or third parties have modified or attempted to modify the item, attached other items to it that should not have been attached to it, or if the item has been processed or treated in a manner other than prescribed. The Customer is also not entitled to any warranty if the defect arises from circumstances beyond FELIXprinters’ control, such as weather conditions (e.g., extreme rainfall or temperatures).
  4. The Customer must examine or have examined the delivered items or work immediately when made available to them or the work in question has been carried out. In doing so, the Customer must examine whether the quality and/or quantity delivered corresponds to the agreements and meets the requirements agreed upon by the Parties. Any visible defects must be reported to FELIXprinters in writing within seven days of delivery. Any non-visible defects must be reported to FELIXprinters in writing within fourteen days of discovery. The notification should contain as detailed a description of the defect as possible to enable FELIXprinters to respond adequately. The Customer must allow FELIXprinters the opportunity to investigate the complaint or have it investigated.
  5. Claims will not be considered if the delivered items are no longer in their original condition, such as products that have already been processed or adapted.
  6. A prompt complaint by a Customer who is not a Consumer does not suspend the Customer’s payment obligation. In that case, the Customer remains bound to take delivery and pay for ordered items.
  7. If a defect, as referred to in Paragraph 4, is reported later, the Customer is no longer entitled to repair, replacement or compensation.
  8. If it has been established that an item is defective and a complaint has been filed on time, FELIXprinters will, at its discretion, replace or repair the defective good within a reasonable period after its return. In that case, the direct costs of replacement or repair will be borne by FELIXprinters. The Customer will bear all other costs, including shipping, assembly, disassembly and/or call-out charges. In case of replacement, the Customer must return the replaced item to FELIXprinters and transfer ownership to FELIXprinters, unless FELIXprinters indicates otherwise.
  9. The Customer is obliged to return the Products to FELIXprinters in suitable packaging. Given the Products’ weight, the Customer must use a carrier with adequate loading/lifting capability (tailboard) to deliver the Products to FELIXprinters. Transportation is always at the Customer’s risk.
  10. If a complaint is determined to be unfounded, any costs incurred by FELIXprinters as a result, including research costs, will be borne in full by the Customer.
  11. Repair work and/or replaced parts performed by FELIXprinters under warranty in accordance with the provisions of this article will be covered by a warranty equal to the remainder of the regular warranty period at that time. If the initial warranty period has already expired, a warranty period of up to 6 months will apply, on the understanding that such warranty only extends to hardware.
  12. After the warranty period expires, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Customer.
  13. Notwithstanding the statutory limitation periods, the limitation period of all claims and defences against FELIXprinters and the third parties involved by FELIXprinters in the execution of an agreement is one year.
  14. Unless otherwise agreed in writing, FELIXprinters does not offer a warranty, service or maintenance for:
    • Software or hardware components of Products made available to FELIXprinters by the Customer for the purpose of incorporation, cooperation with and/or use in Products;
    • Software and/or hardware components of Products modified by FELIXprinters at the Customer’s request.
  15. FELIXprinters expressly does not guarantee the proper functioning of the Products it supplies in the event of the provisions of Article 13(14).

Article 14. Liability

  1. If FELIXprinters is liable, such liability will be limited to the stipulations in this provision.
  2. FELIXprinters is not liable for any damages resulting from incorrect and/or incomplete data provided by or on behalf of the Customer.
  3. If FELIXprinters is liable for any damage, its liability is limited to a maximum of twice the invoice value of the order or that part of the order to which the liability relates.
  4. FELIXprinters’ liability is always limited to the amount paid by its insurer in the case in question.
  5. FELIXprinters is only liable for direct damages.
  6. Direct damage is exclusively understood to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as such determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have the faulty performance of FELIXprinters correspond to the agreement, insofar as they can be attributed to FELIXprinters and reasonable costs incurred to prevent or limit damage, insofar as the Customer proves that these costs limited the direct damage as referred to in these terms and conditions.
  7. FELIXprinters can never be held liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption.
  8. The limitations of liability in this article do not apply if the damage results from intent or gross negligence by FELIXprinters or its managerial subordinates.

Article 15. Risk Transfer

  1. The risk of loss, damage or depreciation will transfer to the Customer at the time the items are brought into the control of the Customer or a third party designated by the Customer.
  2. Transportation of the items will occur at the expense and risk of FELIXprinters unless the Customer engages a carrier at its own expense. In that case, the risk referred to in Paragraph 1 of this article will transfer to the Customer at the time the items are brought into the control of the carrier.

Article 16. Indemnification

  1. The Customer indemnifies FELIXprinters against any claims by third parties who suffer damage attributable to parties other than FELIXprinters in connection with the execution of the agreement.
  2. If FELIXprinters is sued by third parties for this reason, the Customer is bound to assist FELIXprinters both judicially and extrajudicially, and promptly do everything that can be expected of them in that case. FELIXprinters is entitled to take adequate measures if the Customer fails to do so without notice of default. All resulting costs and damages incurred by FELIXprinters and third parties will be entirely at the expense and risk of the Customer.

Article 17. Intellectual Property

In this article, FELIXprinters also refers to FELIXprinters’ licensor(s).

  1. All Intellectual or industrial property rights to all Products developed or made available under the Agreement, as part of a solution or other materials such as analyses, designs, Documentation, reports, quotations and preparatory material thereof, belong exclusively to FELIXprinters.
  2. The Customer only acquires the user rights and powers expressly granted by these Terms and Conditions or otherwise and may not otherwise reproduce or make copies of the Software or other materials. The Customer is aware that the products and materials provided contain confidential information and trade secrets owned by FELIXprinters. The Customer undertakes to keep these Products and materials confidential, not to disclose them or make them available to third parties, and to use them only for the purpose for which they were made available by FELIXprinters. Third parties also include all people working in Customer’s organisation who do not necessarily need to use the Products and/or other materials.
  3. The Customer is not permitted to remove or alter any indication of copyright, trademarks, trade names or other intellectual property rights from the Products.
  4. FELIXprinters is permitted to take technical measures to protect the Software. The Customer is not permitted to remove or circumvent any technical protection used by FELIXprinters to secure the Software. If security measures prevent the Customer from making a backup copy of the Software, FELIXprinters will provide the Customer with a backup copy of the Software upon request.
  5. The Customer is not allowed to copy, edit, decompile, reverse engineer, recreate or otherwise reduce all or part of the Software to a comprehensible form, or to separate built-in Software from the delivered Products or to have this done on its behalf or otherwise.
  6. FELIXprinters will take all reasonable precautions to prevent the deliverables from infringing on any Intellectual or industrial property right applicable in the Netherlands. FELIXprinters will indemnify the Customer against any legal claim based on the allegation that the Products infringe any Intellectual or industrial property right applicable in the Netherlands, on the condition that the Customer immediately informs FELIXprinters in writing of the existence and content of any such legal claim and leaves the handling of the case, including the conclusion of any settlements, entirely to FELIXprinters. To this end, the Customer must provide the necessary powers of attorney, information and cooperation to FELIXprinters to defend itself against these legal claims, if necessary, on behalf of the Customer. This obligation to indemnify will lapse if and to the extent that the infringement in question is related to changes that the Customer has made to the Products or had made by third parties. If it is irrevocably established in court that the Products infringe any third-party Intellectual or industrial property right or if FELIXprinters believes there is a good chance that such an infringement will occur, FELIXprinters will take back the delivered goods and credit the acquisition costs minus a reasonable user fee, or ensure that the Customer can continue to use the deliverables or functionally equivalent other products undisturbed. Any other or further liability or indemnity obligation of FELIXprinters due to infringement of Intellectual or industrial property rights of third parties is excluded, including liability and indemnity obligations of FELIXprinters for infringements caused by the use of the delivered Products in a form not modified by FELIXprinters, in connection with Products not delivered or provided by FELIXprinters or in a manner other than that for which the Products were developed or intended.
  7. The source code of the Software and the technical Documentation produced in the development of the Software will not be made available to the Customer.
  8. The copyright to brochures, Documentation, training materials or other publications published by FELIXprinters is held by FELIXprinters unless another copyright holder is specified on the work itself. The Customer may not publish or reproduce data from portions, excerpts or any material in any way without the express written consent of FELIXprinters. The copyright of reports, proposals and other documents resulting from the work of FELIXprinters will belong exclusively to FELIXprinters.

Article 18. Governing Law and Disputes

  1. All legal relationships to which FELIXprinters is a party are governed exclusively by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
  2. The court in FELIXprinters’ place of business is exclusively competent to hear disputes unless otherwise prescribed by law. FELIXprinters has the right to submit the dispute to the court with jurisdiction according to the law.
  3. The parties will only appeal to court after making every effort to settle a dispute by mutual agreement.

Article 19. Location and Modification of Terms and Conditions

  1. The latest version, as it applied when the legal relationship with FELIXprinters was established, always applies.
  2. FELIXprinters is entitled to review and amend these terms and conditions periodically.
  3. The Dutch text of the terms and conditions is always decisive for interpreting these terms and conditions.