CHAPTER 1 – GENERAL

Article 1 Definitions

In these Terms and Conditions, the following terms are used in the following sense unless explicitly indicated otherwise:
1. “B-too“: contracting party, being the private company with limited liability B-too B.V. (Chamber of Commerce number 17115732), the user of the General Terms and Conditions.
2. “Client“: the other party of B-too.
3. “Agreement“: all agreements between B-too and Client regarding the purchase of products and/or services by Client from B-too, as well as all (legal) acts and negotiations related to the above.
4. “Parties“: B-too and Client jointly.
5. “In writing“: by post (on paper) or by electronic means (email).
6. “Terms and Conditions“: the most recent version of the present General Terms and Conditions of Sale and Delivery of B-too B.V.

Article 2 General and applicability

1. These Terms and Conditions apply to and form part of the conclusion, content and implementation of all offers and (potential) legal relationships between B-too and Client.
2. Amendments to these Conditions require the explicit written consent of B-too.
3. In case of conflict between the text of the Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.
4. In case of conflict between the text of the Terms and Conditions and the applicable general conditions of The New Regulation 2011 (DNR), the provisions of the Terms and Conditions shall prevail.
5. If at any time B-too does not (immediately) exercise its rights under the Agreement and/or the Terms and Conditions, this shall not affect its right and ability to do so in the future for reasons of its own.
6. If any of the provisions of the Agreement or these Terms and Conditions should prove to be void or voidable, the Agreement and Terms and Conditions shall otherwise remain in full force. The parties will then consult in order to agree on a new provision to replace it, which provision should be as much as possible in line with the purpose and meaning of the void or voided provision.
7. The Client is not entitled to transfer the Agreement or one or more of its rights and obligations under the Agreement without B-too’s explicit prior consent in writing.
8. B-too is permitted, at its own discretion, to transfer the Agreement, or its rights and obligations under the Agreement, and/or full ownership of the products to a third party. By accepting the validity of these Terms and Conditions, the Client is deemed to cooperate with any transfer by B-too.

Article 3 Offers

1. All offers made by B-too, the quotations and other data provided thereby are entirely without obligation and are made on the basis of the prices, rates and specifications valid at the time of the offer.
2. Offers may undergo changes due to a change in the work.
3. If a non-binding offer is accepted by the Client, B-too has the right to revoke the offer within 5 working days of receiving the acceptance.

Article 4 Agreement

1. The Agreement between B-too and Client comes into effect when B-too has confirmed in writing the acceptance of the offer by Client. An Agreement with B-too also comes into being at the moment B-too has started its performance, in the sense that B-too has already started preparing the work.
2. By entering into the Agreement, the Client guarantees that it is sufficiently creditworthy in order to fulfil its obligations. Within this scope, B-too is authorised to obtain information from third parties regarding the creditworthiness of the Client and, if it appears that the creditworthiness is insufficient, to attach consequences to this, which may include prepayment or deviating terms of payment, to which the Client agrees in advance.
3. (Verbal) agreements made before or after the Agreement is concluded shall only bind B-too after they have been confirmed in writing by B-too to the Client.
4. Arrangements with or promises made to B-too’s employees or third parties engaged by B-too shall only be binding on B-too if these arrangements or undertakings have been confirmed in writing to the Client.

Article 5 Data

1. The Client warrants the accuracy, topicality, completeness and reliability of the data and information provided by it or on its behalf to B-too.
2. If data necessary for the execution of the Agreement have not been made available to B-too, or have not been made available in time or in accordance with the agreements, B-too shall be entitled to charge the resulting costs according to its usual rates and to suspend the execution.

Article 6 Supplementary advice

All additional advice and other information provided by B-too, – which does not concern the essence of the Agreement – are entirely without obligation, of a general and indicative nature and do not bind B-too.

Article 7 Delivery

1. The indication of the delivery time by B-too is always approximate, unless expressly agreed otherwise in writing. B-too will respect the delivery time as much as possible, but there is no question of a fatal term pursuant to Article 6:83 sub a of the Dutch Civil Code.
2. Exceeding the delivery time shall not entail default or liability of B-too. B-too shall, in the event of delay in delivery, notify the Client immediately and inform the Client of the new delivery time.
3. The delivery time commences on the latest of the following times:
a. the day of conclusion of the Agreement;
b. the day of receipt by B-too of the information (documents, data, permits and the like) necessary for the performance of the Agreement;
c. the day of receipt by B-too of that which under the Agreement may be payable by the Client in advance.

Article 8 Execution and inspection

1. B-too shall endeavour to execute the Agreement carefully, to represent the interests of the Client to the best of its knowledge and to strive for a result that is useful to the Client. To the extent necessary, B-too shall keep the Client informed of the progress of the work.
2. The Client is obliged to do all that is reasonably necessary or desirable to enable timely and correct delivery by B-too, in particular by supplying complete, sound and clear data or materials in good time.
3. B-too is authorised to engage third parties or intermediaries for the performance of the Agreement.
4. Unless agreed otherwise, orders to third parties, in the context of the realisation of the design, shall be given by or on behalf of the Client. At the Client’s request, B-too may, at the expense and risk of the Client, act as the Client’s agent. The parties may agree on a fee for this purpose. If, in the performance of the Agreement, B-too procures goods or services from third parties at its own expense and risk in accordance with a written agreement, after which such goods or services are passed on to the Client, the provisions of the supplier’s general terms and conditions regarding permitted deviations in the quality, quantity and capacity of such goods or services shall also apply vis-à-vis the Client.
5. If B-too draws up an estimate for third-party costs at the request of the Client, such estimate shall be indicative only. If desired, B-too may request quotations on behalf of Client.
6. Before delivery, Client and B-too must give each other the opportunity to check and approve the final renderings, presentations or programme (parts). This approval must be given in writing.
7. In case the Agreement entails that the product delivered by B-too and/or the work and/or project delivered by B-too will be maintained by Client in the agreed form for a period longer than 6 months, B-too guarantees that the products and/or parts thereof as delivered by B-too are sound for a period of 6 months, provided that:
a. Client has carefully followed all instructions given by B-too regarding the products and/or parts thereof and the products have been used normally; and
b. the defects are not a result of normal wear and tear.
8. Products delivered by B-too or work performed must be inspected immediately on delivery of the products or after performance of the work. In case of late inspection, B-too is deemed to have fulfilled its obligations to deliver.
9. Any complaints regarding visible defects in respect of products delivered by B-too, as well as work carried out and invoiced amounts, must be received by B-too immediately – at least within 2 working days – after receipt of the product or after performance of the activities or after receipt of the invoices respectively – be submitted in writing to B-too, accurately stating the facts to which the complaint relates.
10. Complaints relating to non-visible defects in products supplied by B-too or work carried out must be submitted in writing to B-too within 5 working days of discovery of the defect or after the defect should reasonably have been discovered, accurately stating the facts to which the complaint relates.
11. If defects are not reported In writing to B-too in a timely manner, B-too shall not be obliged to investigate the defects and shall not be liable for such defects. If defects have been reported timely in writing in accordance with this article, B-too will be entitled to investigate the defect for a period of 14 calendar days after the report.
12. Minor and/or industry-standard deviations and/or discrepancies and differences in quality, number, sizes or finish cannot constitute grounds for complaints.

Article 9 Quotations and offers

1. B-too’s quotations and offers are leading, any price changes reserved.
2. B-too’s quotations and offers are (in principle) in Euro exclusive of VAT and other taxes and based on the number of working hours during normal working hours and any additional costs such as disbursements.
3. If B-too undertakes additional necessary services without a price being explicitly stipulated in the Agreement, B-too shall be entitled to charge a reasonable fee for such services.
4. Changes in factors affecting the performance of the Agreement by B-too, including but not limited to labour wages, transport costs, increases and/or new taxes and/or levies or energy prices, may be passed on by B-too, unless agreed otherwise in writing. B-too shall inform the Client of the price adjustment as soon as possible. If the price increase is more than 20% of the original price, the Client shall be entitled to dissolve the Agreement within 14 calendar days of becoming aware of it by means of a written notification to B-too, unless this is manifestly unreasonable in view of the circumstances of the case. A dissolution under this paragraph shall not give the Client any right to compensation. In the event of termination as in this paragraph, B-too is entitled to compensation if the Agreement has already been partially executed.
5. If B-too is forced to perform more or other work due to late delivery or non-delivery of complete, sound and clear data/materials or due to an amended or incorrect order or briefing, such work shall be charged separately on the basis of B-too’s usual fee rates.
6. If the fee is in any way dependent on facts or circumstances, which must be evident from the Client’s records, B-too has the right to have the Client’s records audited by a chartered accountant following a statement from the Client. If such an audit reveals that the Client’s statement does not correspond to the actual state of affairs, the costs of such an audit shall be borne by the Client, without prejudice to B-too’s right to invoke any right.

Article 10 Payment

1. Unless agreed otherwise in writing, payments to B-too must be made within 30 days of the invoice date, which period shall be regarded as a strict deadline.
2. Payment must be made in Euro or, if agreed in writing, in foreign currency at the rate of exchange of the day agreed, in the absence of which payment must be made in Euro at the rate of exchange of the day of payment.
3. B-too shall be entitled to charge its fee and costs incurred in the performance of the Agreement on a monthly basis.
4. All payments to B-too shall be applied in order of claimability to settle (1) costs, (2) interest and (3) principal sums.
5. Client shall make payments due to B-too without discount or compensation, except for settlement against offsettable advances relating to the Agreement, which Client has provided to B-too.
6. In the event that the Client fails to pay what it owes B-too within the set period, B-too shall send the Client a demand for payment in writing, specifying a period of 14 days within which the Client may still pay the claim.
7. After the period of 14 days has expired unused, the Client shall be in default and must pay B-too interest equal to the statutory commercial interest as stipulated in Article 6:119a of the Dutch Civil Code and all extrajudicial costs incurred to collect the debt, which extrajudicial costs are set at a minimum of 15% of the amount due, including interest, with a minimum of € 250.
8. In case Client does not fulfil its payment obligations, due to unwillingness to pay or force majeure, B-too is authorised to suspend deliveries or dissolve the Agreement, without prejudice to B-too’s right to full compensation. Unlike B-too, the Client is not authorised to set off B-too’s claim on this Client against what this Client may or may not have to order from B-too, whether or not due and payable. If a claim is disputed, Client is not authorised to suspend its payment obligations to B-too.
9. If Client defaults or in case of liquidation, (application for) bankruptcy, admission of Client to statutory debt rescheduling under the Dutch Natural Persons Debt Rescheduling Act, placement of Client under guardianship, (preparation of) a WHOA (the act on the confirmation of out-of-court restructuring plans) arrangement, seizure or (provisional) suspension of payment of Client, from that moment onwards all outstanding claims of B-too on Client shall become immediately due and payable.

Article 11 Confidentiality

All information, in the broadest sense of the word, provided by B-too to the Client in the context of negotiations or the Agreement is strictly personal and confidential and may not be disclosed to third parties except with the written consent of B-too and insofar as this is necessary for the performance of the Agreement. B-too shall in turn be bound to strict confidentiality in respect of all that becomes known to it in relation to business information focusing on specific characteristics of the Client’s business or company (work process, business plans, process and pricing), subject to the Client’s written consent to disclose such information.

Article 12 Intellectual property

1. All intellectual property rights relating to items, calculations, working methods, advice, models, images, drawings, (electronic) files, renderings, source codes of programs, websites and the like originating from B-too shall belong exclusively to B-too, all this irrespective of the Client’s share in the realisation thereof, unless this is expressly deviated from in writing, irrespective of whether they have been made available to the Client or to third parties.
2. The exercise of the aforementioned intellectual property rights – including publication, transfer, reproduction, distribution of data, all in the broadest sense of the word – is expressly and exclusively reserved to B-too both during and after the execution of the Agreement.
3. Client is not entitled to use information received from B-too within the scope of the offer, such as designs, descriptions, drawings, models, programmes, etc., if no Agreement is concluded, unless B-too, in return for a fee to be reasonably determined by B-too, expressly grants permission in writing to do so. All intellectual property rights remain with B-too, unless otherwise agreed in writing.
4. If an Agreement is to be performed on the basis of designs, drawings or other Client instructions, the Client guarantees that no intellectual property rights or other third party rights are thereby infringed. The Client indemnifies B-too against all claims by third parties for infringement of their intellectual property rights, whether or not seeking damages.
5. B-too reserves the right to retain and reuse general and more frequently occurring model and source code parts, in particular those that are not the explicit intellectual property of Client. These could include more frequently occurring programs, program loops, etc.
6. Unless the work does not lend itself to it, B-too is at all times entitled to mention or remove its name on or near the work – at B-too’s discretion. Without B-too’s prior written consent, the Client is not permitted to further distribute the work without mentioning B-too’s name.

Article 13 Retention of title

1. As long as the Client has not fully complied with any obligation towards B-too, delivered products remain the property of B-too, while the Client keeps the products at its own expense and risk. In that case, Client is deemed to hold the products for B-too until the time when Client has fully complied with its obligations towards B-too.
2. Client is obliged to keep products delivered under retention of title with due care and as recognisable property of B-too. Client is obliged to immediately report in writing to B-too any loss, theft or damage relating to products owned by B-too and is obliged to fully compensate for damage caused to those products regardless of the cause. The compensation referred to in the previous sentence shall not exceed the new-for-old value without prejudice to the further liability of the Client for damage due to failure to return products belonging to B-too in ownership, or failure to do so in time or properly.

Article 14 Force majeure

1. If B-too is prevented by force majeure from fulfilling the Agreement, B-too is entitled to suspend the performance thereof and consequently can no longer be held to any delivery time. Client is in that case not entitled to compensation for damages, costs or interest.
2. As force majeure is understood – in addition to what is included in the law and jurisprudence – in any case, but not exclusively:
a. damage resulting from natural disasters and/or storm damage;
b. war, threat of war and/or any other form of armed conflict including terrorism or threat thereof in the Netherlands and/or other countries as a result of which delivery of products is hindered;
c. strikes, sit-down strikes, forced shutdowns, riots and any other form of disruption and/or hindrance caused by third parties;
d. illness of one or more employees who are difficult to replace;
e. legislative or administrative measures by the government as a result of which deliveries are hindered, including import and export bans/hindrances;
f. defects and/or breakdowns in means of transport, production equipment, any machinery or energy facilities;
g. restrictions or cessation of deliveries by public utility companies;
h. fire, water damage, breakdowns or accidents in the company of B-too or of third parties engaged by B-too;
i. non-delivery or late delivery to B-too by suppliers or other third parties;
j. stagnation in the supply of goods, raw materials and/or energy;
k. epidemic and/or pandemic;
l. seizure of stocks and/or inventory at B-too or at third parties engaged by B-too;
m. liquidity problems at B-too and/or at third parties engaged by B-too;
n. failure or interruption of electrical, network and/or telephone systems, ransomware and other (online) attacks, computer viruses; and o. all other causes beyond its fault or sphere of risk.
3. If B-too is unable to fulfil its obligations under the Agreement due to a temporary (more than 3 months) or permanent situation of force majeure, B-too is entitled to terminate the Agreement free of charge without judicial intervention.
4. In the event of a force majeure situation, B-too shall inform Client of such a situation as soon as possible.

Article 15 (Interim) Termination

1. The Agreement ends with its completion, or at a time expressly determined by the Parties.
2. If the Client wishes to terminate the Agreement – either before its completion or before its validity has expired – the Client shall be obliged to pay to B-too the expenses incurred by it and a part of the remuneration or wages within the meaning of Article 7:411 of the Dutch Civil Code to be reasonably determined. Client shall then owe no compensation to B-too, except for any compensation pursuant to Article 7:406 paragraph 2 of the Civil Code.
3. B-too may have an Agreement terminated at any time without notice, without being liable to pay any compensation to the Client, in case of serious reasons pursuant to Article 7:408 paragraph 2 of the Civil Code.
4. Both B-too and Client are entitled to immediately dissolve the Agreement in whole or in part, in case of:
a. (application for) the bankruptcy of the other Party;
b. suspension of payments of the other Party.
5. If the Agreement is terminated prematurely for whatever reason, Client is not (no longer) allowed to use the data and/or items made available to him, including the presentations made available.
6. If B-too’s work consists of the repeated performance of similar work, the Agreement applicable to it shall, unless otherwise agreed in writing, be for an indefinite period of time. The Agreement for an indefinite period can only be terminated by notice in writing with due observance of a reasonable notice period of at least 3 months.

Article 16 Liability

1. In the event of an attributable failure of performance on its part, B-too’s liability shall be limited to the amount of the net invoice value (excluding VAT) of the Agreement concerned. B-too’s liability shall in any event be limited to the cover provided by its liability insurance. Under no circumstances shall an attributable shortcoming be understood as manifest errors in the services provided by B-too, of which the Client knew or reasonably should have known that the services provided were based on this manifest error, all circumstances considered.
2. B-too is not liable for indirect damage, expressly but not exclusively including: trading loss, loss of profit, consequential damage, damage due to business interruption, immaterial damage, financial damage and personal injury, including all possible claims by third parties, in the broadest sense of the word.
3. B-too shall not be liable for infringement of patents, licences and/or other rights of third parties by use of data provided by or on behalf of Client.
4. The service performed by B-too may only be used for the agreed purpose, if any.
5. Client shall be obliged to indemnify B-too against all possible claims by third parties in respect of alleged damage, on whatever grounds, arising from or in connection with the Agreement.
6. Any claim against B-too, except those recognised by B-too, shall lapse by the mere expiry of 12 months after the claim arose.
7. If Client keeps items owned by B-too (temporarily) in its possession, Client shall take out adequate insurance in connection therewith. At B-too’s request, Client shall show B-to the policy of the insurance taken out.

Article 17 Penalty clause

For each breach of the articles, including in any case articles 11 (Confidentiality) and 12 (Intellectual property), of these Terms and Conditions, the Client shall forfeit to B-too an immediate fine of €950 per breach, which is not susceptible to set-off or mitigation, payable without further notice of default or judicial intervention, to be increased by €200 for each day that the breach continues, without prejudice to B-too’s right to full compensation of the damage resulting from the breach by the Client.

Article 18 Applicable law and competent court

1. The negotiations and Agreement with B-too and the performance thereof shall be governed exclusively by Dutch law.
2. All disputes arising from or relating to the negotiations, Agreement and/or these Terms and Conditions shall be submitted to the District Court of Oost-Brabant, or the Arbitration Board for the Construction Industry if the nature of the dispute lends itself thereto and the Parties agree to this in writing.

CHAPTER 2 – CONSUMERS

Article 19 Definitions

If B-too enters into Agreements with consumers, some general provisions and definitions do not apply and modified terms and conditions apply. This Chapter 2 on Consumers contains the provisions relating to consumers. The following additional definitions apply to this Chapter 2:
“Consumer” means the Client who is a natural person not acting in the exercise of a profession or business.

Article 20 General

1. In addition to, or – in case of contrariety – in deviation from, article 2 of these Terms and Conditions, the following provisions apply to Consumers.
2. B-too is not entitled to transfer the Agreement or one or more of its rights and obligations under the Agreement without Consumer’s prior explicit written consent.

Article 21 Offers

1. In addition to, or – in case of contrariety – in deviation from, article 3 of these Terms and Conditions, this article applies with regard to offers in relation to Consumers.
2. Offers contain a complete and accurate description of the products and/or work offered and their characteristics. The description is sufficiently detailed to enable a proper assessment of the offer by Consumer. Obvious mistakes or obvious errors in offers shall not bind B-too.
3. Every offer contains such information that it is clear to the Consumer what rights and obligations are attached to the acceptance of the offer. This concerns in particular information regarding:
a. the total price of the products and/or work (prices including VAT);
b. all transport costs;
c. the method of payment, delivery, performance and the deadline by which B-too undertakes to deliver the item and/or perform the work.

Article 22 Agreement

1. In addition to, or – in case of contrariety – in deviation from, article 4 of these Terms and Conditions, the following provisions apply to Consumers.
2. The Agreement is established at the moment of acceptance by Consumer of B-too’s offer, or in the event that B-too has already started the work, which implies acceptance of the offer.

Article 23 Delivery

1. In addition to, or – in case of contrariety – in deviation from, article 7 of these Terms and Conditions, the following provisions apply to Consumers.
2. The place of delivery is the address that Consumer has made known to B-too.
3. B-too will execute accepted orders with due speed. If delivery is delayed, or if an Agreement cannot be executed or can only be executed in part, Consumer will be informed of this within 30 days after the Agreement was concluded. In that case, Consumer has the right to dissolve the Agreement, after Consumer has first sent B-too a reminder and declared it in default.
4. In case of dissolution in accordance with the previous paragraph, B-too will be entitled to reasonable compensation for the part of the Agreement already performed by B-too. The amount paid by the Consumer – insofar as it exceeds the reasonable compensation for B-too – will be refunded by B-too as soon as possible, but at the latest within 30 days after dissolution.
5. The risk of damage and/or loss of products rests with B-too until the moment of delivery to Consumer or a representative previously designated to B-too, unless expressly agreed otherwise. If Consumer chooses a carrier himself, the risk passes from B-too to the carrier, or Consumer, if Consumer hands over the product to the carrier.

Article 24 Complaints

1. In addition to, or – in case of contrariety – in deviation from, article 8 of these Terms and Conditions, the following provisions apply to Consumers.
2. Consumers must inspect delivered products and/or work carried out within a reasonable time.
3. Any complaints relating to visible defects both in respect of the products delivered by B-too and in respect of work carried out must be made within a reasonable time – at least within 2 months – after receipt of the product or after performance of the activities, in writing to B-too, accurately stating the facts to which the complaint relates.
4. Complaints relating to non-visible defects in products supplied by B-too or work carried out must be submitted in writing to B-too within a reasonable time – at least 2 months – of discovery of the defect or after the defect should reasonably have been discovered, accurately stating the facts to which the complaint relates.

Article 25 Prices

1. In addition to, or – in case of contrariety – in deviation from, article 9 of these Terms and Conditions, the following provisions apply to Consumers.
2. During the period of validity stated in the offer, the prices of the products and/or work offered shall not be increased, except for price changes due to changes in VAT rates.
3. In case of price increases within 3 months after the conclusion of the Agreement, Consumer has the right to dissolve the Agreement.

Article 26 (Interim) Termination

1. In addition to, or – in case of contrariety – in deviation from, article 16 of these Terms and Conditions, the following provisions apply to Consumers.
2. When B-too’s work consists of the repeated performance of similar work, the Agreement applicable to it shall, unless agreed otherwise in writing, be for an indefinite period of time. The Agreement for an indefinite period of time – being a contract for services – may be terminated by Consumer at any time by written notice in accordance with Article 7:408 paragraph 1 of the Dutch Civil Code.

Article 27 Competent court

1. In deviation from article 19.2 of these Terms and Conditions, the following provision applies to Consumers.
2. All disputes arising from or relating to the negotiations, Agreement and/or these Terms and Conditions shall be submitted to the District Court of Oost-Brabant, or to the Arbitration Board for the Construction Industry if the nature of the dispute lends itself to this and the Parties agree to this in writing, unless another court is competent to take cognizance of the dispute by virtue of the law and the Consumer chooses to submit the dispute to the court with jurisdiction under the law within 6 weeks after B-too has invoked this provision in writing vis-à-vis the Consumer.

Information B-too
Name: B-too B.V.
Address: Achtseweg Zuid 251, Building TT, 5651 GW Eindhoven
Phone number: 040 2431339
Chamber of Commerce number: 17115732
VAT number: NL.808677925B01