Terms of service

Definitions

Black Box Embedded Europe: brand from New Century Moto BV, established in Hoofddorp, Chamber of Commerce no.61036102.
Customer: the person with whom Black Box Embedded Europe has entered into an agreement.
Parties: Black Box Embedded Europe and customer together.
Consumer: a customer who is an individual acting for private purposes.

Applicability

These terms and conditions will apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Black Box Embedded Europe.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or third parties.

Prices

All prices used by Black Box Embedded Europe are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies, and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
Black Box Embedded Europe is entitled to adjust all prices for its products or services, shown in its shop, on its website, or otherwise, at any time.
Increases in the cost prices of products or parts thereof, which Black Box Embedded Europe could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3 unless the increase is the result of statutory regulation.
The price with regard to services is determined by Black Box Embedded Europe based on the actual working hours.
The price is calculated according to the usual hourly rates of Black Box Embedded Europe, valid for the period in which he carries out the work unless a different hourly rate has been agreed.
If the parties have agreed on a total amount for a service provided by Black Box Embedded Europe, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
Black Box Embedded Europe is entitled to deviate up to 10% of the target price.
If the target price exceeds 10%, Black Box Embedded Europe must let the customer know in due time why a higher price is justified.
If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
Black Box Embedded Europe has the right to adjust prices.
Black Box Embedded Europe will communicate price adjustments to the customer prior to the moment the price increase becomes effective when applicable.

Payments and payment term

All payments of orders are due when customers accept the order.
The customer must have paid the full amount before the delivery of the product.
Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Black Box Embedded Europe having to send the customer a reminder or to put him in default.
Black Box Embedded Europe reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Payments and payment term - Store

Products are immediately paid for in the store.

Consequences of late payment

If the customer does not pay within the agreed term, Black Box Embedded Europe is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Black Box Embedded Europe.
The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
If the customer does not pay on time, Black Box Embedded Europe may suspend its obligations until the customer has met his payment obligation.
In the event of liquidation, bankruptcy, attachment, or suspension of payment on behalf of the customer, the claims of Black Box Embedded Europe on the customer are immediately due and payable.
If the customer refuses to cooperate with the performance of the agreement by Black Box Embedded Europe, he is still obliged to pay the agreed price to Black Box Embedded Europe.

Right of recovery of goods

As soon as the customer is in default, Black Box Embedded Europe is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
Black Box Embedded Europe invokes the right of recovery by means of a written or electronic announcement.
As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Black Box Embedded Europe, unless the parties agree to make other arrangements about this.
The costs for the collection or return of the products are at the expense of the customer.

Right of cancellation

A consumer may cancel an online purchase during a cooling-off period of 7 days without giving any reason, provided that

the product has not been used
the product is not specially tailored for the consumer or adapted to its special needs
the purchase does not concern an (assignment to) urgent repair
the consumer has not renounced his right of cancellation

The reflection period of 7 days as referred to in paragraph 1 commences:

on the day that the consumer has received the product
as soon as the consumer has received the first product of an order
as soon as the consumer has purchased a service for the first time

The consumer can notify his right of cancellation via mailus@blackboxembedded.eu, if desired by using the withdrawal form that can be downloaded via the website of Black Box Embedded Europe, www.blackboxembedded.eu.
The consumer is obliged to return the product to Black Box Embedded Europe within 7 days after the notification of his right of cancellation, after which period his right of cancellation will lapse.
If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, Black Box Embedded Europe will refund these costs to the consumer within 60 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to Black Box Embedded Europe in time.

Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of retention

Black Box Embedded Europe can appeal to his right of retention of title and in that case retain the products sold by Black Box Embedded Europe to the customer until the customer has paid all outstanding invoices with regard to Black Box Embedded Europe unless the customer has provided sufficient security for these payments.
The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Black Box Embedded Europe.
Black Box Embedded Europe is never liable for any damage that the customer may suffer as a result of using his right of retention of title.

Settlement

The customer waives his right to settle any debt to Black Box Embedded Europe with any claim on Black Box Embedded Europe.

Retention of title

Black Box Embedded Europe remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to Black Box Embedded Europe under whatever agreement with Black Box Embedded Europe including claims regarding the shortcomings in the performance.
Until then, Black Box Embedded Europe can invoke its retention of title and take back the goods.
Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
If Black Box Embedded Europe invokes its retention of title, the agreement will be dissolved and Black Box Embedded Europe has the right to claim compensation, lost profits, and interest.

Delivery

Delivery takes place while stocks last.
Delivery takes place at Black Box Embedded Europe unless the parties have agreed upon otherwise.
Delivery of products ordered online takes place at the address indicated by the customer.
If the agreed price is not paid on time, Black Box Embedded Europe has the right to suspend its obligations until the agreed price is fully paid.
In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by Black Box Embedded Europe.

Delivery period

Any delivery period specified by Black Box Embedded Europe is indicative and does not give the customer the right to dissolution or compensation if this period is not met with unless the parties have expressly agreed otherwise in writing.
The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Black Box Embedded Europe.
Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Black Box Embedded Europe cannot deliver within 90 days or if the parties have agreed upon otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Transport costs

Transport costs are on behalf of the customer unless the parties have agreed upon otherwise.

Packaging and shipping

If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Black Box Embedded Europe may not be held liable for any damage.
If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Black Box Embedded Europe, failing which Black Box Embedded Europe cannot be held liable for any damage.

Insurance

The customer undertakes to insure and keep insured the following items adequately against fire, explosion, and water damage as well as theft:

goods delivered that are necessary for the execution of the underlying agreement
goods being the property of Black Box Embedded Europe that are present at the premises of the customer
goods that have been delivered under retention of title

At the first request of Black Box Embedded Europe, the customer provides the policy for these insurances for inspection.

Storage

If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
Any extra costs as a result of the premature or late purchase of products are entirely at the customer's expense.

Assembly / Installation

Although Black Box Embedded Europe strives to carry out all assembly and/or installation work as well as possible, it does not bear any responsibility for this.

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Black Box Embedded Europe, not obligations of results.
The warranty relating to products only applies to defects caused by faulty manufacture, construction, or material.
The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
The risk of loss, damage, or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.

Exchange

Exchange is only possible if the following conditions are met:

the exchange takes place within 7 days after purchase upon presentation of the original invoice
the product is returned in the original packaging or with the original (price) tags still attached to it
the product has not been used

Discounted items, non-shelf articles such as food, custom made items, or specially adapted articles for the customer and special orders cannot be exchanged.

Performance of the agreement

Black Box Embedded Europe executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Black Box Embedded Europe has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
It is the responsibility of the customer that Black Box Embedded Europe can start the implementation of the agreement on time.
If the customer has not ensured that Black Box Embedded Europe can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Duty to inform by the customer

The customer shall make available to Black Box Embedded Europe all information, data, and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
The customer guarantees the correctness, completeness, and reliability of the information, data, and documents made available, even if they originate from third parties unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, Black Box Embedded Europe will return the relevant documents.
If the customer does not timely and properly provide the information, data, or documents reasonably required by Black Box Embedded Europe and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Indemnity

The customer indemnifies Black Box Embedded Europe against all indirect and third-party claims that are related to the products and/or services supplied by Black Box Embedded Europe.

Complaints

The customer must examine a product or service provided by Black Box Embedded Europe as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Black Box Embedded Europe of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform Black Box Embedded Europe of this within one weeks after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings so that Black Box Embedded Europe is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Black Box Embedded Europe being forced to perform other work than has been agreed.

Giving notice

The customer must provide any notice of default to Black Box Embedded Europe in writing.
It is the responsibility of the customer that a notice of default actually reaches Black Box Embedded Europe (in time).

Joint and several Client liabilities

If Black Box Embedded Europe enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Black Box Embedded Europe under that agreement.

Liability of Black Box Embedded Europe

Black Box Embedded Europe is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Black Box Embedded Europe is liable for any damage, it is only liable for direct damages that result from or are related to the execution of an agreement.
Black Box Embedded Europe is never liable for indirect damages, such as consequential loss, lost profit, lost savings, or damage to third parties.
If Black Box Embedded Europe is liable, its liability is limited to the amount to the (part of the) invoice to which the liability relates.
All images, photos, colors, drawings, and descriptions on the website or in a catalog are only indicative and only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Black Box Embedded Europe shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Force majeure

In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Black Box Embedded Europe in the fulfillment of any obligation to the customer cannot be attributed to Black Box Embedded Europe in any situation independent of the will of Black Box Embedded Europe, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Black Box Embedded Europe.
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen, or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work stoppages.
If a situation of force majeure arises as a result of which Black Box Embedded Europe cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Black Box Embedded Europe can comply with it.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
Black Box Embedded Europe does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Changes in the general terms and conditions

Black Box Embedded Europe is entitled to amend or supplement these general terms and conditions at all times.

Transfer of rights

The customer cannot transfer its rights deferring from an agreement with Black Box Embedded Europe to third parties without the prior written consent of Black Box Embedded Europe.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Black Box Embedded Europe had in mind when drafting the conditions on that issue.

Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Black Box Embedded Europe is established is exclusively competent in case of any disputes between parties unless the law prescribes otherwise.

Drawn up on 01 January 2023.