General terms and conditions
General terms and conditions of sale and delivery of Yeet! Power Systems B.V.
Company registration number 0751822254
Article 1 - Definitions
- Yeet!: private company with limited liability: Yeet! Exploitatie B.V, also doing business as Yeet! Power Stations B.V.
- Customer: party to an agreement with Yeet!
- End user: the natural or legal person that uses and/or tries to use the Yeet! product or service in question.
- Product(s): the goods or services supplied or to be supplied by or on behalf of Yeet!
- Executive officers: employees of – or on behalf of - Yeet! who do not carry out implementation and repetitive activities. Employees put to work in the Yeet! organisation are not executive officers, unless Customer explicitly proves the contrary.
- CC: the Civil Code according to Dutch law.
- Supply: the supply in legal terms according to the Dutch Civil Code.
- Delivery: the actual delivery to or for the Customer.
- Workable conditions: conditions – including but not limited to weather conditions – that allow Yeet! to carry out the agreed upon services or work or to proceed to supplying/ delivering the Products.
- In writing: “written” also includes electronic communication (like email, SMS, social media and so forth) or fax or any other means of communication.
- Combined delivery or quotation; a delivery or quotation in which Yeet! offers or provides on behalf or by means of third parties a package of products or services, whether combined or not. Yeet! does not accept any liability, even if the service or product of this third party is necessary to make the combination work.
Article 2 - Applicability and order of priority
- These terms and conditions apply to all offers, quotations, agreements and other services of or with Yeet! Yeet! rejects the applicability of any General Terms and Conditions used by Customer and explicitly dismisses such conditions.
- The voidness or voidability of any or multiple provisions in these terms and conditions does not affect the legal validity of the remaining provisions. With regard to this stipulation/these stipulations legal conversion takes place under Section 42 of Book 3 of the Dutch Civil Code.
- If one or more provisions in these terms and conditions are not applied, the remaining provisions remain in full force. Deviations from these terms and conditions are only valid if agreed upon in writing between Yeet! and Customer.
- The applicability of the Vienna Convention on Contracts for the International Sale of Goods is or will be explicitly excluded regarding all legal relationships, in the broadest sense, between Yeet! and Customer.
- If one or multiple provisions or regulations are contradictory, the following priority applies: agreements / confirmations of assignment are to be given preference to these general terms and conditions.
Article 3 - Offers, quotations, prices and handling costs
- All offers, price lists and quotations of Yeet! are always without obligation, even when they contain a period for acceptance. Offers and quotations do not apply to repeat orders.
- All estimates in quotations, price lists or offers are subject to approval, unless otherwise expressly agreed upon in writing. All prices or offers quoted are net, excluding: VAT, import duties, other taxes, levies and duties, costs of loading, unloading and transportation, packaging costs, storage costs, assembly, disassembly and installation costs, unless expressly agreed upon or stated otherwise.
- When submitting a combined offer, Yeet! is never obliged to carry out or supply a part of the products or services mentioned in the offer, and Customer cannot derive any rights from the estimated prices – or elements thereof – by Yeet!
- Yeet! is entitled to pass on increases in, for example, wages, raw material prices, fuel costs, transportation costs, storage costs, (dis)assembly costs, exchange rates, insurance premiums and government levies (including taxes, import duties and suchlike) to Customer, arisen after submitting the quotation or offer, for those activities, services or deliveries that still need to be carried out by Yeet! at the time of the increases becoming effective.
- Yeet! is entitled to determine the purchase price as well as the selling price of kilowatts of electricity if Yeet! operates a charging network; for the sole purpose of increasing the profitability of the operation with immediate effect or an expected effect in the future.
- For orders or assignments with a limited scope of delivery, Yeet! is entitled to charge additional handling costs.
Article 4 - Formation of the agreement and subsequent changes
- The agreement between Yeet! and Customer does not become effective until Yeet! has confirmed the assignment from Customer by means of a written confirmation of assignment or invoice. As long as Yeet! has not confirmed the assignment from Customer in writing or by invoice, Yeet! is still able to revoke or change its offer or quotation and is not bound by the assignment from Customer.
- If a revocation or change as referred to in paragraph 1 of this article results in a new offer or quotation from Yeet! the provisions of article 3 and paragraph 1 of this article apply accordingly.
- Any reservations or changes made by Customer to the original offer or quotation from Yeet!, are only binding to Yeet! if and in so far as they have been copied and included in the confirmation or invoice as referred to in paragraph 1.
- Changes in agreements already concluded and deviations from these General Terms and Conditions after the formation of a contract, can only become effective if agreed upon in writing by Yeet! and Customer.
- Yeet! is entitled to pass on increases as referred to in article 3, paragraph 4, that occur after the formation of the agreement as referred to in paragraph 1, to Customer.
- If the agreement as referred to in this article is concluded with multiple Customers, these Customers are all jointly and severally liable towards Yeet!
Article 5 - Quality, description, responsibilities and confirmation of the assignment
- Yeet! undertakes to Customer to supply the Products or services in the form, quantity and quantity as described in the confirmation from Yeet! as referred to in article 4 paragraph 1.
- The conformity (among other things as referred to in Section 17 of Book 7 of the Dutch Civil Code) is and will always be limited to the previously agreed upon specifications as referred to in paragraph 1.
- Both Yeet! and Customer are responsible for the commercialisation of the Products and services, explicitly including but not limited to complying with or fulfilling all applicable laws and regulations for the commercialisation of the Products and services by Customer and Yeet! For that reason, customer indemnifies Yeet! against claims from third parties (like authorities, Advertising Code Committee, other bodies and suchlike) for its part of aforementioned responsibility.
- Yeet! cannot guarantee the functioning and/or effects of the Products supplied with regard to health or the environment if forces from outside impact the correct functioning of the Products or services.
- Customer is obliged to inform Yeet! immediately and without delay about any changes in or additions to the confirmation sent, in the absence of which the confirmation sent is the starting point for the obligation(s) of Yeet! towards Customer as referred to in paragraph 1.
- In case Customer makes changes or additions to the confirmation of the assignment as referred to in paragraph 1, the provisions of article 4 paragraph 3 apply accordingly.
- Samples, prototypes or models shown to Customer are solely provided by way of indication, without any obligation that the Products supplied by Yeet! need to match.
- Operating forecasts shown to Customer are solely provided by way of indication, without any obligation that the operating forecasts expected by Yeet! need to correspond.
- Customer can derive no rights from statements made by Yeet! about (technical) product specifications and details mentioned on the websites, catalogues, price lists or other information providing documents, unless the same information was included in the agreement concluded or the confirmation of the assignment as referred to in paragraph 1, which explicitly state the contrary.
- Yeet! does not accept any responsibility or liability for designs, drafts, reports of capacities, cable diagrams, all (Product) specifications in the broadest sense, plans, schedules and suchlike, made by Customer, nor for suppliers, materials / raw materials / power supplies explicitly prescribed by or on behalf of Customer. Immediately on request, Customer will indemnify Yeet! against claims from third parties in that respect, including claims based on intellectual property rights.
- Seeking advice from Yeet!, whether about the possibilities for use or possibilities for application or not of the Products and services supplied or to be supplied, or about the Customer’s (or Customer’s client’s) intended use, will never release Customer from its own responsibility or liability.
- Unless the opposite explicitly ensues from the confirmation of the assignment or agreement as referred to in article 4 paragraph 1, Yeet! is never responsible or liable for the purchase or choice of certain products by Customer, nor will Yeet! furnish any guarantees for this, and neither for Customer’s intended use of products or services purchased by Customer.
- Minor deviations in quality, colour, finishing, weight, size and suchlike of the products or services supplied by Yeet! do not constitute grounds for Customer to terminate the agreement (in part or in full) with Yeet!, nor do they justify a reduction of the purchase price / fee due, nor the right to replacement or correction. Yeet! is allowed at any time, also after confirmation of the assignment, to replace products, also prior to installation, by products with similar or better specifications.
- Yeet! is allowed at any time – without the need for prior consultation with or permission from Customer- to have the agreement with Customer (in part or in full) performed by third parties hired by Yeet! or transfer its rights or obligations ensuing from the agreement with Customer to a third party.
- Unless otherwise agreed upon in writing, Yeet! has the right to manufacture and supply specific Products, that were commissioned by (or built on the instructions and directions of) Customer, and that have been supplied to Customer, also for and to third parties.
- Customer is entirely liable for all damages incurred by employees of Yeet! assigned to Customer during or in connection with the performance of their duties, damages as a result of death or bodily harm, consequential damages and damages pursuant to Section 658 (4) of Book 7 of the Dutch Civil Code explicitly included. Immediately on request, Customer will indemnify Yeet! against claims from employees in this respect.
- Customer is responsible for and guarantees the presence and validity of any necessary permits, discretionary permits and suchlike in the broadest sense, as will all costs involved be at the (sole) risk and expense of Customer.
- Immediate on request, Customer is obliged to offer Yeet! all necessary and required cooperation without any delay, expressly including unrestricted access to places or buildings in the broadest sense.
- Yeet! is not liable for death or bodily harm, consequential damage or damage on any other basis in connection with the (faultiness of) materials, parts and suchlike made available by or on behalf of Customer for further processing, irrespective of the processing or treatment of them by Yeet! or third parties, unless there is intent or gross negligence of Yeet! or its executive officers. Customer indemnifies Yeet! entirely against all claims for damages from personnel of Customer, Yeet! or third parties.
- With regard to the Products and services it supplies, Yeet! is never obliged to provide further guarantees in the broadest sense to Customer than those guaranteed to Yeet! by the manufacturers or producers of the items in question.
- With regard to third parties hired by Yeet!, Yeet! can never be obliged, nor can Yeet! be held liable, to a greater extent towards Customer than the extent to which the third party in question is obliged towards Yeet!
- Yeet! reserves the right at all times to sell and/or to supply directly to end users, which is no ground for Customer to cancel or terminate the agreement with Yeet!
Article 6 - Delivery periods, supply, delivery and risk
- Delivery periods indicated by Yeet! are not strict deadlines. By the mere expiry of these periods Yeet! is not in default and Customer cannot terminate the agreement. In case Yeet! depends on delivery periods of third parties for the supply of crucial parts, relevant for the functioning of the entire order concerning that period, Customer will only have to respect a postponement of the term, without reservations. If Yeet! allows a term to expire without apparent cause and/or reason stated by Yeet!, not being an expiry of term due to the supply of a third party as mentioned above, Customer cannot terminate the agreement but a proper, prior and written notice of default is required with a minimum term of 30 working days.
- Deliveries take place in several phases; article 6 paragraph 1 applies to all terms and steps.
- The first phase of a delivery is the confirmation of the assignment, as referred to in article 4 paragraph 1, with delivery periods and payment conditions. This phase means that Customer gives Yeet! an assignment for production; unless otherwise agreed upon in writing.
- The second phase starts automatically after expiry of the agreed upon term of article 6 paragraph 3; this term is subject to the provisions of article 6 paragraph 1.
- Delivery in the second phase takes place ex works of Yeet! or of the third party or parties hired by Yeet!, unless expressly agreed upon otherwise in writing.
- The supply and delivery as referred to in paragraph 5 is deemed to have taken place at the moment that the goods to be delivered are ready for Customer at the storage site or warehouse of Yeet! or the hired third party, and Yeet! has informed Customer of such in writing or otherwise.
- From the moment as referred to in paragraph 6, the goods delivered are deemed to be controlled by Customer and are or will be at the risk and expense of Customer; unless otherwise agreed upon in writing or otherwise intended.
- In case delivery does not take place according to the provisions of paragraph 3, or parties agree otherwise, the goods will be delivered to or at the agreed upon location(s) in the way as described in the quotation or confirmation of the assignment, or as agreed afterwards between parties in writing. During transport, the goods to be delivered are already at the risk and expense of Customer and are therefore not insured by Yeet! All risks during transport need to be insured by Customer. Yeet! determines the mode of transport / choice of carrier. The consignment note / waybill / delivery documents of the carrier serve as evidence of delivery or refusal to receive by Customer.
- If delivery takes place according to the provisions of paragraph 5, the costs of delivery – including but not limited to transport costs – are entirely for Customer and the provisions of the previous paragraphs of this article apply accordingly.
- If – apart from the situation as referred to in article 8 paragraph 1 – the goods to be delivered cannot be delivered (on time) according to the provisions of paragraph 6 due to circumstances Yeet! cannot be hold responsible for, Yeet! is authorised to store the goods or have them stored at or by a third party or otherwise, at the risk and expense of Customer.
- The final phase will be the putting into use of the Products when the service “exploitation” if agreed upon, will commence.
- Yeet! is entitled to deliver in parts (partial deliveries) and also invoice the deliveries separately to Customer.
- Yeet! is at all times entitled to send goods to Customer cash on delivery. If Customer upon arrival of the goods at the place of destination refuses to pay, Yeet! Is entitled to terminate the agreement.
- If Yeet! needs additional information or documents from Customer or third parties in order to properly meet its obligations, the term as referred to in paragraph 1 does not commence until the information or documents in question have been received by Yeet! in full.
Article 7 – Stipulating securities
- If at any moment Yeet! has or starts to have obvious misgivings about the payment capacity or solvency of Customer, Yeet! is entitled to postpone the delivery as referred to in article 6, the implementation of work that still needs to be carried out, or the completion as referred to in article 6 paragraph 11, until such time as Customer has offered sufficient security regarding the fulfilment of its (payment) obligations to Yeet!
- Whether the securities offered by Customer as referred to in paragraph 1 are sufficient, is at the discretion of Yeet! Customer is liable for any damages incurred by Yeet! as a result of this delayed delivery.
- If Yeet! learns through a third party (like, but not limited to: credit reference agencies, credit insurers and suchlike) that Customer is in default towards others, or is considered non-creditworthy or insolvent, Yeet! is entitled to demand the securities as referred to in this article and/or postpone all current obligations, or terminate all agreements with immediate effect by means of a written statement. Any costs and damages must be borne by Customer.
Article 8 – Storage, suspension and retention right
- In case Customer refuses to accept the Products supplied and delivered or refuses to cooperate in their delivery, Yeet! is entitled to store these Products at the expense of Customer. Customer will be informed about this storage by Yeet! as soon as possible, in writing or otherwise. Stored Products as referred to in the first sentence are deemed to have been delivered to Customer and are from the moment of storage at the risk of Customer.
- In case Yeet! decides to apply the provisions of paragraph 1, the invoice regarding the storage costs as well as the invoice regarding the Products delivered or services/work performed is immediately due and payable in full.
- Yeet! is entitled to the right of retention in all cases when Customer, for whatever reason, fails to perform its obligations towards Yeet! or proves to be liable towards Yeet! on any other ground. Yeet! is also entitled to postpone the supply and delivery of things or exercise its right of retention according to the provisions of the previous paragraphs of this article. Without prejudicing all other rights Yeet! is entitled to in case Customer refuses to accept the Products delivered or refuses to cooperate in the exploitation thereof, Yeet! is also entitled to freely make use, at the risk and expense of Customer, of these stored Products, as well as offset any possible revenues from the exploitation of these Products against all that is owing by Customer to Yeet!, for whatever reason.
Article 9 - Nonattributable failure
- The agreed upon term for the supply of the Products or the performance of services or work by Yeet! is extended by the period during which Yeet! is prevented from fulfilling its obligations due to force majeure.
- Force majeure on the part of Yeet! exists if Yeet! after the formation of the agreement as referred to in article 4 (as well as after the moment the sum falls due) is prevented from fulfilling one or multiple of its obligations ensuing from the agreement or the preparation thereof, due to (at home as well as abroad): war, war risk, civil war, riots, wilful damage, fire, water damage, flooding, industrial action, factory occupation, exclusion, import and export barriers, government measures, malfunctions in charging stations and/or charging station controls in cabinets, malfunctions or breakdowns in computers, in software or hardware, of the internet, intranet or network, in servers or at hosting companies, malfunctions in the power supply, delays during transport, non-workable conditions, illness, occupational disability or absence of personnel (for an indeterminate period or otherwise), in the company of Yeet!, Customer, or third parties from which Yeet! needs to obtain necessary materials, raw materials or personnel, in part or in full, as well as during storage or transport, whether or not by the company itself, and in addition all other causes that have arisen through no fault and beyond the control of Yeet!, and facts and circumstances in which Yeet! cannot be required in all conscience to fulfil its obligations.
- Not until the service provision or supply has been delayed by more than two months due to force majeure, do Yeet! as well as Customer have the right to consider the agreement terminated, by means of a termination document addressed to the other party. The agreement is terminated when the written termination document as referred to in the second sentence has reached the other party. In that case, without prejudice to the provisions of the following paragraphs, Yeet! is only entitled to payment of costs incurred until the moment the termination document has reached the other party.
- In case due to force majeure the remaining services or supply by Yeet! are postponed by more than two months, Customer is all the same obliged to pay Yeet! the agreed upon fee / the applicable invoices for the Products or services already delivered or performed by Yeet! as well as that part of the work or good that as a result of that force majeure cannot be completed or prepared for delivery until the moment the force majeure came into effect.
Article 10 – Liability and indemnity
- Yeet! is only liable for damage suffered by Customer or third parties, that is solely or directly caused by serious fault / conscious negligence of Yeet! or of its executive officers belonging to the company’s management. Taking into account the provisions of this article. To the extent that Yeet! through no fault or negligence of itself, might be liable or held liable for damage, regardless of its cause, the limitations as described in the following paragraphs of this article also apply.
The only damage reimbursable is damage against which Yeet! is insured or should have been insured in all reasonability according to current practice in Yeet!’s line of business and only to the extent that the insurance company pays out, in which case Yeet! may deduct the excess. To this the following limitations and situations apply in which no negligence or serious fault whatsoever exist as referred to in paragraph 1 and the liability of Yeet!, regardless of whether the damage is insured or whether the insurance company pays out and regardless of the basis of liability, is at all times (therefore also in case Yeet! turns out to be liable towards Customer through no negligence or serious fault of its own) limited as follows:
- Yeet! is never liable for damage to or defects in or caused by Products or services supplied or delivered by Yeet!, ensuing from: the use (incompetently or otherwise) or possible unsuitability of those Products themselves or the inexpert use of specific Products, materials, raw materials that – whether or not contrary to the regulations in force – are expressly prescribed by or on behalf of Customer, or are made available by Customer to Yeet! or third parties hired by Yeet!;
- Yeet! is never liable for damage to Customer or third parties, directly or indirectly resulting from oral or written advice given by or on behalf of Yeet!, or from failing to take, not taking at all, or not taking proper or timely precautionary measures by Yeet! or its executive officers;
- In case of oral information provided by or on behalf of Yeet! or information in advertising and suchlike, Yeet! is never liable for damage ensuing from misunderstandings or information incorrectly understood;
- Yeet! is not liable for (disappointing) sales performance of Customer or the operation undertaken by Yeet! if this is part of the agreement. Only Customer bears the entrepreneurial risk at all times of the Products and services provided; for the agreed upon part if a percentage has been agreed upon;
- In case of liability under this article, Yeet! is, next to the situation that the sum paid out by the insurance company of Yeet! minus the deduction of the excess is higher, never obliged to compensate more than the net invoice value of the delivery or of the service(s) performed in question as a result of which the damage causing event came about, subject to a maximum of € 5,000. Not eligible for compensation are so called trading losses or consequential damage (including but not limited to damage due to operational failure, recalls, other costs, loss of income / loss incurred or loss of profit and suchlike) by whatever cause. Consequential damage also include all pecuniary loss or other disadvantage caused by Products provided or work performed by or on behalf of Yeet! to other goods or persons, as well as claims from third parties and for whatever reason. If Customer so desires, a policy to insure against these damages can be taken out;
- The damage to be reimbursed by Yeet! will be reduced if the price or fee to be paid by Customer is insignificant in proportion to the extent of the damage suffered by Customer.
- Customer is obliged to indemnify Yeet!, as well as third parties hired by Yeet!, against any claims by third parties arising from compensation for loss or damage resulting from the use or application of the Products or performance(s) provided.
- If Customer fails to comply with any obligation ensuing from the agreement with Yeet! or these General Terms and Conditions properly, in full and in time, Customer is in default – without further notice of default – and fully liable for all damage suffered as a consequence by Yeet! and third parties hired by Yeet!, without prejudice to Yeet!’s other rights and powers under the law or based on these General Terms and Conditions. The provisions of paragraph 3 apply accordingly.
Article 11 – Complaints and return shipments
- Complaints are defined as: to rely as Customer on the fact that the Products provided or services performed by Yeet! do not meet the agreement concluded, also including apparent and not immediately apparent defects.
- Claims, based on imperfections in natural products are groundless if these imperfections are related to the nature – and the characteristics – of the raw material(s) the Products have been made of, this at the discretion of Yeet!
- Customer is obliged, upon delivery in accordance with article 6 paragraph 5, to count/weigh all Products immediately upon delivery and check them for outward signs of defects, damage or other imperfections (like deviations from previously agreed upon specifications and suchlike) and state these shortcomings on the CMR consignment note, next to checking for not immediately apparent defects as soon as possible afterwards, before storing, reselling or in any other way using the goods. Products used or resold by or on behalf of Customer are deemed to have been delivered by Yeet! in any case free from visible defects.
- Checks of deliveries need to be carried out within 24 hours or as soon as possible if this term is not feasible due to circumstances. If a check results in a claim, Customer will inform Yeet! of such within 48 hours.
Article 12 – Payment and invoices
- Unless parties expressly agree upon otherwise in writing, payment will take place within 8 days of the invoice date and, if stated on the invoice, directly into a specific back account, this at the discretion of Yeet!
- Payments will be partial payments pertaining to the phases as described in article 6, which means that an invoice amounting to 50% of the entire order will be sent for phase 1, due and payable as described in paragraph 1; phase 2 will be invoiced with an invoice for 40% of the entire order and phase 3 with an invoice for 10% of the entire order, resulting in concluding the payments after phase 3.
- Any objections or claims against invoices sent by Yeet! must be made known to Yeet! within 5 working days after the invoice date, stating reasons, in the absence of which the correctness of the invoice and the liability to pay has been established.
- Customer is not entitled to set off any counterclaims it may have brought.
- Payment by Customer is not finalized until the full amount due and payable has been credited to the bank account indicated by Yeet! Customer is, without the need for a default notice, in default from the first day the payment term agreed upon or applicable, has expired.
- From the first day Customer is in default, based on the previous paragraphs of this article, the statutory commercial interest rate then applicable is owing with regard to the supplied, delivered or stored goods for each month or part thereof the expiry date has been exceeded.
- If Customer does meet its payment obligations in time or in full and consequently is in default, Yeet! is entitled to terminate the agreement concluded without judicial intervention. In that case, Customer is liable for the loss incurred by Yeet!, including loss of profit.
- If Yeet! decides to take extrajudicial measures when Customer is in default, which expressly include warning, further notice or action to recover a debt, the costs are charged to Customer. The extrajudicial costs amount to at least 15% of the invoice amount with a minimum of € 150. If Yeet! incurs judicial collection costs, these costs are fully chargeable to Customer.
Article 13 – Retention of title
- All Products or services supplied or delivered, or still to be supplied or delivered, remain in the ownership of Yeet! until Customer has fully paid the price or fee applicable and agreed upon and has, pursuant to this article, met all other obligations ensuing from previous or later agreements entered into with Yeet!
- Without prejudice to the provisions of paragraph 1, Customer is entitled to resell and deliver goods delivered under retention of title to one or several third parties, in the context of normal business operations.
- In the event of resale as referred to in paragraph 2, Customer is obliged to create an undisclosed pledge for Yeet! immediately on request, on all claims ensuing from the resale.
- In case Yeet!, in the context of the agreement, has also performed activities in return for payment, the Products supplied / delivered remain in the ownership of Yeet! until Customer has (also) met all related debts due and payable, including debts due to a failure to meet the obligations completely or properly.
- As long as ownership, pursuant to the previous paragraphs, has not been transferred to Customer, the latter is not entitled, except for the situation as referred to in paragraph 2, to dispose of the goods supplied / delivered in part or in full, to create a right of pledge for third parties or encumber the goods otherwise with rights of third parties.
- From the moment Customer is in default pursuant to article 12 or otherwise, or Yeet! has good reason to fear Customer will be in default, Yeet! is entitled to reclaim the Products supplied / delivered to Customer, without prior notice of default. Customer is obliged, immediately on request, to return these Products to Yeet! and render all necessary / required assistance, which expressly includes granting full access to / in places or buildings in the broadest sense. Costs related to this return, including costs of transport, are fully chargeable to Customer.
- After a repossession as referred to in paragraph 7, Customer will be credited for the market value, which will never exceed the originally agreed upon price reduced by the costs related to the repossession.
Article 14 – Property of Yeet!
- All items of property, including materials and parts that Yeet! or one of its hired third parties makes available to Customer for the performance of the agreement (like tools, equipment, machinery, images, drawings, estimates, diagrams, measurements, advertisement or promotion materials and suchlike) remain property of Yeet! or the third party in question at all times. Yeet! is, at all times, entitled to repossess these items, in which case Customer is obliged to return them immediately on request and at its own expense.
- Customer has to store the items referred to in paragraph 1 separately and mark them as being the property of Yeet! or the third party.
- Customer is not allowed to create (or have someone else create) any security or other (limited or otherwise) interests in the items as referred to in paragraph 1 for the benefit of third parties.
- Customer is not allowed to have the items as referred to in paragraph 1 used by or on behalf of third parties for – or in relation to – any other purpose than the performance of the agreement between Yeet! and Customer. The items referred to in paragraph 1 are to be used exclusively according to the applicable conditions or guidelines provided by Yeet!
- Customer is obliged to inform Yeet! without delay about any actions or alleged claims by third parties to the items referred to in paragraph 1. Customer indemnifies Yeet! against claims by third parties as described in the first sentence and is liable for all damage Yeet! incurs or may incur as a consequence.
- In case items as referred to in paragraph 1 that have been made available to Customer need to be replaced or repaired, Customer is obliged to reimburse the applicable costs to Yeet!
- If one of the obligations of the previous paragraphs is breached, Customer owes an immediately payable penalty of € 5,000 per breach, plus an additional € 1,000 for each day the breach continues, all without prejudice to the right to performance and additional compensation. The statutory (commercial) interest rate is also immediately due and payable.
- Yeet! has the right to destroy items which have been made available to Yeet! by or on behalf of Customer, and which have been in uninterrupted possession / holdership of Yeet! during 12 months, unless Customer has informed Yeet! in writing before the end of this period about its intention to repossess these items.
Article 15 - Termination
- In case Customer fails to comply with any obligation properly, in full and on time, ensuing from these General Terms and Conditions or the agreement with Yeet!, Yeet! is entitled to terminate the agreement or a part of the agreement that still needs to be performed, in part or in full, without notice of default and without judicial intervention and repossess all deliveries which have not been paid for yet. This without prejudice to the right of Yeet! to be compensated for any loss, loss of profit or other damage incurred or to be incurred as a result of that failure.
- The provisions of paragraph 1 apply accordingly in the event: of deferment of payment, of applying for or being granted a suspension of payment, of a declaration of bankruptcy or of declaring a debt restructuring scheme to be applicable, of liquidation of Customer’s company, Customer’s demise, or of Customer losing the power to dispose of its capital due to attachment or otherwise. If these circumstances arise, Customer is obliged to inform Yeet! without delay in writing. In the cases as referred to in paragraphs 1 and 2, every amount owed to Yeet! will be immediately due and payable and the right to resell as referred to in article 13 paragraph 2 is cancelled from the moment Yeet! has invoked the termination of the agreement with Customer under the provisions of this article.
Article 16 – Intellectual property, copyright and publicity
- Without prejudice to the other provisions of these General Terms and Conditions, Yeet! reserves all rights and powers it is entitled to under the Copyright Act, or any other legal rule of the (international) intellectual property law, in particular the rights related to sketches, formulas, recipes and suchlike, lithographs, photographs, drawings and models, (project) plans, reports, (Product) packaging and suchlike, developed, designed or produced by Yeet!, as well as any such rights related to items belonging to Yeet! as referred to in article 14.
- All documents provided by Yeet!, like formulas, reports, advice, agreements, designs, sketches, (Product) packaging, drawings, software and suchlike are for the sole use by Customer and may not be reproduced, published, or communicated to third parties by Customer without the prior permission of Yeet!, unless the contrary is shown by the nature of the documents.
- In case Customer gives instructions to (re)produce goods or information provided where intellectual property rights of third parties may possibly be at issue, Customer indemnifies Yeet against all possible claims from third parties as a result of this.
- Yeet! is / remains entitled to publish services it has provided in catalogues, advertising material, publications, advertisements with the name, brand, advertising message or other communication message of Customer, or use them during fairs and exhibitions without prior permission from Customer or third parties and without Yeet! owing any kind of compensation in this context to Customer or a third party.
Article 17 – Jurisdiction, applicable law and competent court
- Only the Dutch court has jurisdiction.
- All agreements between Yeet! and Customer are governed exclusively by Dutch law. Any disputes concerning these agreements are also subject to Dutch law.
- In case Yeet! and Customer disagree about the content and purport of any provisions of the agreement concluded or of these General Terms and Conditions, the Dutch version of the agreement or the General Terms and Conditions prevails and is at all times final.
- The Dutch courts will have exclusive jurisdiction to hear all disputes between Yeet! and Customer, unless (mandatory rules of) the law or international conventions expressly provide otherwise.