Algemene voorwaarden

Article 1: Definitions

1.1 In these Terms and Conditions, the following terms are used in the following meanings unless explicitly stated otherwise or evident from the context:

• Services: All services provided or to be provided by NewDealSeals for the Customer in the execution of an Agreement, whether or not in conjunction with the delivery of Products, such as but not limited to development, engineering, or packaging activities.
• Intellectual Property Rights: All intellectual property rights, including but not limited to copyrights, patents, utility models, registered and unregistered trademarks, proprietary rights to information, know-how, and all other intellectual or industrial property rights existing or to be established anywhere in the world.
• Customer: The legal entity, organization, or natural person acting in the exercise of their profession or business who has entered into or wishes to enter into an Agreement with NewDealSeals.
• Terms and Conditions: These terms and conditions of NewDealSeals.
• NewDealSeals: The user of these Terms and Conditions: NewDealSeals B.V., located at Boezemschop 8, Oudkarspel, Netherlands, registered with the Chamber of Commerce under number 37070153.
• Agreement: The agreement between the Parties.
• Parties: NewDealSeals and the Customer.
• Product: The product that NewDealSeals develops, has developed, delivers, or has delivered on behalf of the Customer.
• Written: Written or via email.
• Confidential Information: All information (i) about the terms of the Agreement and all other agreements between the Parties, (ii) relating to the provision of Services and Products and/or personnel provided by NewDealSeals to the Customer, (iii) about business processes, strategies, methods, and know-how of NewDealSeals to its affiliated legal entities and customers, and (iv) in any form that is provided confidentially or should be regarded as confidential considering its nature.
• Work: Materials and works such as drawings, models, technical datasheets, data, and designs produced by NewDealSeals and/or made available to the Customer or resulting from the Services.

1.2 Unless the context suggests otherwise, defined terms in the singular also refer to the plural.

Article 2: General

2.1 These Terms and Conditions apply to every offer and all quotations from NewDealSeals, to every Agreement, and to every other legal act between the Parties.

2.2 Any deviations from these Terms and Conditions are only valid if explicitly agreed upon in Writing.

2.3 If the Customer's purchase conditions also apply to the Agreement and contain differing or conflicting provisions, the content of these Terms and Conditions will prevail.

2.4 If these Terms and Conditions have once applied to a legal relationship between the Parties, the Customer is presumed to have agreed in advance to the applicability of these Terms and Conditions to subsequently concluded and to be concluded Agreements and follow-up orders.

2.5 If one or more provisions in these Terms and Conditions are null and void or annulled, the remaining provisions of these Terms and Conditions remain fully applicable. In that case, NewDealSeals has the right to replace the null or annulled provision with a provision that is not unreasonably burdensome for the Customer and approximates the null or annulled provision as closely as possible.

2.6 If NewDealSeals does not always require strict compliance with these Terms and Conditions, this does not mean that its provisions do not apply or that NewDealSeals would lose the right to demand strict compliance with the provisions of these Terms and Conditions in other cases.

2.7 NewDealSeals has the right to amend these Terms and Conditions and to declare the amended Terms and Conditions applicable to the existing Agreement or legal relationship between the Parties. If NewDealSeals declares the amended Terms and Conditions applicable to the existing Agreement or legal relationship, the Customer will be notified in Writing at least 2 months before the new Terms and Conditions take effect.

2.8 These Terms and Conditions are drawn up in both Dutch and English. In the event of any dispute about the content or scope of these Terms and Conditions, the Dutch text is binding.

2.9 NewDealSeals can transfer its rights and obligations under the Agreement or these Terms and Conditions. The Agreement or these Terms and Conditions will benefit the successors and assignees of NewDealSeals.

Article 3: Offer, Quotation, and Prices

3.1 Every offer and all quotations from NewDealSeals are non-binding.

3.2 The validity period of the quotation is stated in the quotation. If the Customer accepts the quotation after the validity period, NewDealSeals may not accept this acceptance and send a new quotation to the Customer.

3.3 All information provided in the quotation is confidential and intended exclusively for the addressee. It is not allowed to distribute, copy, or make this information available to third parties without prior Written permission from NewDealSeals.

3.4 Apparent errors or mistakes, such as typographical errors in emails or quotations, do not bind NewDealSeals.

3.5 Prices are quoted in euros, excluding VAT, based on delivery Ex Works (Incoterms 2020), and excluding costs of non-standard packaging and non-standard coatings.

3.6 NewDealSeals has the right to adjust its prices from time to time.

3.7 Quotations and prices in price lists do not automatically apply to follow-up orders or future Agreements.

3.8 The prices given are fixed after sending an order confirmation unless there are disproportionate cost increases, such as significant increases in raw material prices and/or energy costs. In rare cases where a price adjustment is necessary, this will be discussed with the Customer to reach an appropriate solution.

Article 4: Formation and Cancellation of the Agreement

4.1 The Agreement is concluded when:

• The Customer has sent a purchase order to NewDealSeals and this purchase order has been confirmed by NewDealSeals; or
• The Customer has explicitly agreed to the offer or quotation from NewDealSeals.

4.2 A request from the Customer to cancel or modify an order (or part thereof) must be submitted in Writing and received by NewDealSeals and is subject to Written approval from NewDealSeals. The Customer may be charged for the costs of modifying or canceling an order, such as the costs of all Services already performed and purchased materials.

Article 5: Obligations of the Customer

5.1 The Customer ensures that all data that NewDealSeals indicates is necessary or that the Customer should reasonably understand is necessary for the execution of the Agreement is provided to NewDealSeals in a timely manner.

5.2 If the data provided by the Customer is incomplete and/or incorrect, this is entirely at the risk and expense of the Customer.

5.3 The Customer is obliged to promptly inform NewDealSeals of facts and circumstances that may be relevant to the execution of the Agreement.

5.4 The Customer is solely responsible for complying with all legal and otherwise applicable regulations in the country where the Customer is established concerning the possession, transport, storage, resale, and use of the Products in any way.

Article 6: Delivery

6.1 Delivery of the Products is Ex Works (Incoterms 2020) unless explicitly otherwise agreed in Writing.

6.2 The Customer is obliged to accept the Products and perform all actions reasonably expected to enable NewDealSeals to execute the delivery according to the agreed Incoterms. If the Customer fails to meet this obligation, the risk of the Products, regardless of the applicable Incoterms, transfers to the Customer at the moment of this failure.

6.3 Delivery times are indicative and not binding. NewDealSeals reserves the right to adjust delivery times if circumstances warrant. Non-compliance by NewDealSeals with a delivery date or term does not constitute a breach of the Agreement and does not entitle the Customer to free dissolution of the Agreement, compensation, or any other form of compensation.

6.4 If the Customer requests expedited delivery, NewDealSeals reserves the right to charge the associated costs.

6.5 NewDealSeals has the right to deliver an order in parts and to invoice the partial deliveries separately. If delivery is made in parts, NewDealSeals will notify the Customer accordingly.

6.6 The risk of the Products passes to the Customer at the moment the Products leave NewDealSeals' warehouse. This also applies if NewDealSeals arranges the transport on behalf of the Customer. The risk of transport of the Products is always borne by the Customer.

6.7 Unless explicitly agreed otherwise in the Agreement, NewDealSeals is allowed to apply a limited deviation regarding the number to be delivered, with a maximum of 10% more or less than the originally ordered quantity by the Customer.

Article 7: Molds and Samples

7.1 Unless otherwise agreed in Writing between the Parties, all molds used for manufacturing Products remain the property of NewDealSeals.

7.2 Unless otherwise agreed in Writing, NewDealSeals bears the exclusive responsibility for the maintenance of the molds. The Customer has no right to return or inspect the molds.

7.3 NewDealSeals commits to using the mold exclusively for Products intended for the Customer who ordered the mold. The mold remains exclusively reserved for the Customer for a period of 1 year after the last delivery to the Customer. After this period, the exclusivity as described in this article expires, and NewDealSeals has the right to use the mold for producing products for itself or other customers.

7.4 Prior to series production, samples may be provided to the Customer to verify quality and specifications. The Customer must give a Written order and subsequently approve these samples before series production can start. The indicated delivery times commence from the moment the Customer has given Written approval for the submitted samples. If Written approval is not provided but the Customer places an order for the Products after receiving a sample, the Customer is deemed to have approved the sample.

Article 8: Invoicing and Payment

8.1 Invoicing for ordered Products occurs upon delivery of the Products.

8.2 The invoice is sent to the Customer via email.

8.3 The Customer must pay the invoice within 30 days of the invoice date unless the Parties have agreed on a different payment term.

8.4 Payment must be made in the currency invoiced.

8.5 If the Customer does not pay within the payment term, the Customer is in default. From the moment of default, NewDealSeals has the right to charge the Customer interest of 1% per month, with a portion of a month being counted as a full month, or the applicable statutory interest for commercial transactions if it is higher than the aforementioned percentage.

8.6 All judicial and extrajudicial collection costs incurred by NewDealSeals to collect the claim from the Customer are borne by the Customer. Extrajudicial collection costs are set at 15% of the amount due, with a minimum of €150.

8.7 If the Customer has payment arrears, NewDealSeals has the right to suspend follow-up deliveries until all outstanding invoices are paid. The Customer will be notified of such suspension in Writing. NewDealSeals is not liable for any damage the Customer suffers as a result of such suspension.

8.8 All amounts owed by the Customer to NewDealSeals under the Agreement are immediately and fully payable if:

• The Customer has failed to make a timely payment to NewDealSeals; or
• NewDealSeals terminates the Agreement pursuant to article 14; or
• NewDealSeals has objective and reasonable grounds to expect that the Customer's bankruptcy is likely.

8.9 Payments made by the Customer always first serve to settle all due interest and costs and second to settle the oldest due invoices, even if the Customer states that the payment relates to a later invoice.

8.10 Complaints regarding invoices must be submitted in Writing within 30 days of the invoice date. The Customer loses the right to submit complaints if this period is exceeded. A complaint about the invoice does not suspend the payment obligation.

Article 9: Returns

9.1 Returns are accepted by NewDealSeals under the following conditions:

• NewDealSeals must approve the return in advance in Writing;
• Returns must be sent freight prepaid with a reasonable handling fee which can be discussed based on the situation;
• The delivery must have taken place no more than 6 weeks ago;
• The Products must be unused and undamaged; and
• The Products must be returned in the original packaging.

Article 10: Intellectual Property Rights

10.1 The Intellectual Property Rights on the Works rest with NewDealSeals or its licensor. The Intellectual Property Rights on the Works are not transferred to the Customer.

10.2 NewDealSeals grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Works for the agreed purpose in accordance with and subject to the agreed terms and conditions.

10.3 The Customer indemnifies NewDealSeals against all claims from third parties based on the assertion that the Customer's use of the Works infringes the Intellectual Property Rights of that third party due to the Customer's incorrect use of the Works or use thereof in violation of the provisions of the Agreement.

10.4 The Customer must respect NewDealSeals' Intellectual Property Rights at all times. If the Customer acts in violation of NewDealSeals' Intellectual Property Rights, the Customer is liable for all damages suffered by NewDealSeals as a result, such as loss of revenue.

10.5 If the Customer provides material to NewDealSeals for the execution of the Agreement by NewDealSeals, the Customer grants NewDealSeals an irrevocable, worldwide, royalty-free, non-exclusive, and perpetual license to use such materials for the execution of the Agreement. The Customer indemnifies NewDealSeals against all claims from third parties concerning the material provided that infringes any rights or is otherwise unlawful towards those third parties and will indemnify NewDealSeals in this regard.

10.6 The Customer may not use NewDealSeals' trademarks, trade names, and/or logos without the express prior Written permission of NewDealSeals.

Article 11: Retention of Title

11.1 All delivered and still to be delivered Products remain the exclusive property of NewDealSeals until the Customer has fully paid the claims referred to in Article 3:92 paragraph 2 of the Dutch Civil Code to NewDealSeals.

11.2 The retention of title applies to all delivered Products that, at the time of invoking the retention of title, are still in the inventory and/or assets of the Customer or in the possession of the Customer, even if a third party holds the Products delivered under retention of title.

11.3 The Customer is not authorized to sell, deliver, or otherwise dispose of these Products other than in accordance with its normal business and the normal purpose of the Products before the transfer of ownership referred to above. The Customer undertakes to cooperate with the establishment of a pledge on the claims that the Customer obtains or will obtain from the onward delivery of Products to its buyers upon the first request of NewDealSeals.

11.4 As long as the delivered Products are subject to retention of title, the Customer is not authorized to pledge these Products in any way, bring them into the actual power of a financier, or use them as a means of payment.

11.5 The Customer is obliged to store the Products delivered under retention of title with the necessary care and as recognizable property of NewDealSeals.

11.6 NewDealSeals has the right to inspect the Products at any time. The Customer undertakes to cooperate with the inspection as long as the Customer has not fully fulfilled the payment obligations.

11.7 If a third party seizes the delivered Products under retention of title or wishes to establish rights on them, the Customer is obliged to immediately notify NewDealSeals.

11.8 The Customer is obliged to immediately inform NewDealSeals in Writing if the Customer is in financial difficulties, has filed for bankruptcy, or has applied for a moratorium.

11.9 In the event of seizure, moratorium, or bankruptcy, the Customer will immediately point out NewDealSeals' ownership rights to the seizing party, the administrator, or the trustee.

11.10 The Customer must ensure that the Products delivered under retention of title are always insured against fire, explosion, and water damage and against theft, and will provide NewDealSeals with access to the insurance policy and accompanying premium payment receipts upon first request. In the event of any insurance payout, NewDealSeals is entitled to these paid amounts.

11.11 The Customer must fully cooperate if NewDealSeals invokes the retention of title and inform NewDealSeals of the location(s) where the Products are located. If Products are made available to a third party, the Customer must persuade this third party to bring the Products into the possession of NewDealSeals.

11.12 All costs incurred by NewDealSeals to reclaim and repossess the Products are borne by the Customer.

11.13 In the event that NewDealSeals wishes to exercise its ownership rights as described in this article, the Customer unconditionally and irrevocably grants NewDealSeals and third parties designated by NewDealSeals the right to enter all locations where NewDealSeals' properties are located and to reclaim these Products.

11.14 The Customer is obliged to cooperate with all reasonable measures that NewDealSeals wishes to take to protect its retention of title with respect to the Products and which do not unreasonably hinder the Customer in the normal course of its business.

11.15 NewDealSeals is not liable for any damage suffered by the Customer due to NewDealSeals invoking this retention of title and reclaiming the delivered Products.

Article 12: Complaints

12.1 Complaints about the Services or delivered Products must be reported in Writing to NewDealSeals within 3 months after the execution of the Service or delivery of the Product under penalty of forfeiture of rights.

12.2 If a defect in the Service or Product is not reported to NewDealSeals in a timely manner in accordance with this article, the Services or Products are deemed to have been delivered without defects to the Customer.

12.3 If a Product is defective, this:

• Does not entitle the Customer to reject or refuse the entire order of which the Product is part;
• Does not mean that the entire order of which the Product is part is defective or non-compliant with the Agreement.

12.4 A complaint is not handled free of charge and NewDealSeals is not liable if it appears during the investigation of the complaint that:

• Defects are the result of improper use, normal wear and tear, failed stress tests, exceeding the specified maximum usage conditions, misuse, negligence, alteration, incorrect handling, installation, storage, transport, application, use in combination with other goods, or other circumstances attributable to the Customer;
• Without prior permission from NewDealSeals, work and/or changes and/or repairs have been carried out on the Product by the Customer and/or a third party.

12.5 Unless otherwise explicitly agreed in Writing, NewDealSeals does not guarantee that the Products are suitable for the intended use by the Customer.

12.6 In the event of the delivery of a defective Product, NewDealSeals' obligation is limited to, at its discretion, repairing the Product, sending a replacement Product, or partially crediting the Product.

12.7 Complaints do not suspend the payment obligation of the Customer.

12.8 NewDealSeals' liability is always limited to the provisions in Article 13.

Article 13: Liability and Limitation

13.1 NewDealSeals cannot be held liable for any damage that is directly or indirectly caused by:

• An event that is in fact beyond its control and thus cannot be attributed to its actions and/or omissions, as described in Article 15 of these Terms and Conditions;
• Any act or omission by the Customer, its subordinates, or other persons employed by or on behalf of the Customer.

13.2 The Customer is always responsible for the accuracy and completeness of the data provided by him. NewDealSeals is never liable for any damage caused (in part) by the data provided by the Customer being incorrect and/or incomplete. The Customer indemnifies NewDealSeals against all claims in this regard.

13.3 NewDealSeals is in no way responsible for dangerous situations and accidents with or due to the use of the Product. NewDealSeals is not liable for damage such as bodily injury, death, material damage, or damage to third parties resulting from the use of the Product. The use of the Product is entirely at the Customer's own risk. It is always the Customer's responsibility to check whether the Product is suitable for the purpose for which the Customer intends to use the Product.

13.4 NewDealSeals is never liable for indirect or consequential damages, including lost profits, missed revenue, reputational damage, missed savings, delay damage, transport costs, storage costs, labor costs, business damage, stagnation damage, and imposed fines or other (government) sanctions.

13.5 If NewDealSeals is liable for damage suffered by the Customer, NewDealSeals' liability for compensation is always limited to the amount paid out by its insurer in the specific case. If the insurer does not pay out or NewDealSeals is not insured for the relevant damage, NewDealSeals' liability for compensation is limited to (a) 50% of the price paid to NewDealSeals for the Service/Product to which the liability relates, or (b) €100,000 (one hundred thousand euros), whichever is lower.

13.6 Any claim by the Customer for compensation expires 6 months after the Agreement to which the claim relates has been concluded.

13.7 The Customer will fully indemnify and hold NewDealSeals harmless against all claims from third parties who, for any reason, claim to have suffered damage arising from or related to the Agreement.

Article 14: Suspension and Dissolution

14.1 NewDealSeals is entitled to suspend the execution of the Agreement with immediate effect or to dissolve the Agreement by Written declaration without judicial intervention if:

• After the conclusion of the Agreement, circumstances come to NewDealSeals' knowledge that give NewDealSeals good reason to fear that the Customer will not fulfill its obligations;
• The Customer has failed to fulfill one or more of its obligations towards NewDealSeals;
• The Customer requests or is granted a moratorium;
• The Customer is declared bankrupt or a request to that effect is filed;
• The Customer is unable to meet its debts;
• The Customer proceeds to terminate or liquidate its business.

14.2 If NewDealSeals proceeds to suspend or dissolve the Agreement, it is in no way liable for compensation for damage and costs arising in any way.

14.3 NewDealSeals always retains the right to claim compensation, including lost revenue.

Article 15: Force Majeure

15.1 NewDealSeals is not obliged to fulfill one or more obligations under the Agreement if it is prevented from doing so as a result of force majeure. In these Terms and Conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which NewDealSeals cannot exercise control, but which prevent NewDealSeals from fulfilling its obligations. Force majeure also includes: war and war danger; terrorism; import and export restrictions; measures by domestic and/or international and/or foreign government bodies; strikes or work interruptions (both organized and unorganized); staff shortages; epidemics; pandemics; transport restrictions; blockades; boycotts; extreme or severe weather conditions; natural disasters; traffic difficulties; fire; shortages in the market of raw materials or other items; theft; power outages; production interruptions; machine breakdowns; internet outages; email traffic disruptions;cybercrime; changes in laws and regulations.

15.2 Force majeure also includes a failure by a supplier of NewDealSeals or by a third party engaged by NewDealSeals.

15.3 NewDealSeals also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after NewDealSeals should have fulfilled its obligation.

15.4 If NewDealSeals is unable to deliver due to force majeure (partially), NewDealSeals will notify the Customer as soon as possible and has the right to dissolve the Agreement by Written declaration (partially) or to suspend the execution of the Agreement.

15.5 NewDealSeals is not liable for any damage such as lost revenue or delay damage suffered by the Customer due to the delivery time being exceeded due to force majeure or due to NewDealSeals not being able to deliver and dissolving the Agreement (partially) due to force majeure.

15.6 If NewDealSeals has already partially fulfilled its obligations at the onset of force majeure or can only partially fulfill its obligations, it is entitled to invoice the already delivered or deliverable part separately, and the Customer is obliged to pay this invoice as if it were a separate Agreement.

Article 16: Limitation Period

16.1 Unless otherwise provided in these Terms and Conditions, the Customer's rights of action against NewDealSeals for whatever reason expire in any case 1 year after the moment the Customer became aware or could reasonably have become aware of the existence of these rights.

Article 17: Confidentiality

17.1 The Customer will treat all Confidential Information as confidential and secure and use it solely for the purpose of the Agreement concluded with NewDealSeals.

17.2 The Customer will not disclose Confidential Information to third parties.

Article 18: Hardship

18.1 The Parties will consult with each other to find an appropriate solution if the performance of the Agreement is no longer possible or structurally unprofitable due to fundamentally changed circumstances.

Article 19: Personal Data

19.1 NewDealSeals processes personal data in accordance with the General Data Protection Regulation (GDPR). For more information about the processing of personal data by NewDealSeals, the Customer can consult NewDealSeals' privacy policy at www.newdealseals.com.

Article 20: Applicable Law and Competent Court

20.1 Dutch law exclusively applies to these Terms and Conditions, the Agreement, and all legal acts between the Parties, even if an obligation is wholly or partly performed outside the Netherlands or if the Customer is established outside the Netherlands. The applicability of the Vienna Sales Convention is excluded.

20.2 Disputes between the Parties will be exclusively submitted to the competent court in the district where NewDealSeals is established.

20.3 The Parties will only appeal to the court after they have made every effort to resolve a dispute by mutual agreement.

These Terms and Conditions come into effect on 01-06-2024.

Boezemschop 8 | Trade No.: 37070153 | www.newdealseals.com
1724 BJ Oudkarspel | VAT: NL8092.92.270.B01 | info@newdealseals.com
The Netherlands | IBAN: NL50RABO0314053921 | T: +31 226 36 22 33