Nujetheoriehalen is a trade name of VekaBest VerkeersEducatie B.V., having its registered office at 5684 PT Best, De Dieze 22, registered in the register kept by the Chamber of Commerce under registration number 17046912 applies the following general terms and conditions:

General Terms and Conditions Nujetheoriehalen 2025.02.12

Article 1: Definitions

In these general terms and conditions, the following terms shall have the following meanings:

1. Nujetheoriehalen
   Nujetheoriehalen is a trade name of VekaBest VerkeersEducatie B.V., hereinafter referred to as VekaBest. Nujetheoriehalen is a business entity that sells, rents, or licenses traffic education materials. These general terms and conditions apply to all deliveries, activities, and services of Nujetheoriehalen offered via www.nujetheoriehalen.nl.
2. Offer
   Any proposal from Nujetheoriehalen regarding the sale, rental, licensing, and/or delivery of products and/or services.
3. Agreement
   Any sales, rental, loan, and/or delivery contract concluded between the counterparty and Nujetheoriehalen, including any amendment or addition thereto, as well as all legal acts in preparation or execution of the contract, excluding the offer.
4. Products and Services
   All items that are the subject of an agreement between the counterparty and Nujetheoriehalen.
5. Terms and Conditions
   These general terms and conditions.
6. Client/Counterparty/Renter/User/Licensee
   The party that has entered into an agreement with Nujetheoriehalen for the delivery, licensing, or provision of any goods and/or electronic products or the performance of work and/or services, either directly, through a third party, or via a shipping and collection agency engaged by Nujetheoriehalen.
7. Order
   Any order to perform the services as referred to in item 1, issued by the counterparty to Nujetheoriehalen.
8. Distance Agreement
   An agreement with a consumer that is concluded within the framework of an organized distance sales system for products and/or services without the simultaneous physical presence of Nujetheoriehalen and the consumer, using one or more means of distance communication up to and including the conclusion of the agreement.
9. Means of Distance Communication
   A method that can be used to conclude an agreement without the simultaneous physical presence of the consumer and Nujetheoriehalen.
10. Cooling-off Period
    The period during which the consumer can exercise their right of withdrawal.
11. Consumer
    A natural person who is not acting in the exercise of a profession or business and enters into a (distance) agreement with Nujetheoriehalen.

Article 2: Applicability

2.1 These general terms and conditions apply to and form an integral part of every offer, quotation, agreement, and distance agreement relating to the delivery of products and/or services by Nujetheoriehalen, of any nature whatsoever, unless explicitly agreed otherwise in writing.

2.2 These general terms and conditions also apply to agreements with Nujetheoriehalen in which third parties are involved for the execution.

2.3 If other general terms and conditions apply in addition to these, these general terms and conditions shall prevail in the event of a conflict. Provisions in a written agreement drawn up by Nujetheoriehalen shall prevail over provisions in these general terms and conditions.

2.4 Deviations from these general terms and conditions are only valid if explicitly agreed in writing by both parties.

2.5 The applicability of any purchasing or other conditions of the counterparty is expressly rejected.

2.6 If one or more provisions in these general terms and conditions are at any time wholly or partially void or annulled, the remaining provisions will remain fully applicable. Nujetheoriehalen and the counterparty will then consult to agree on new provisions to replace the null or annulled ones, maintaining the purpose and intent of the original provisions as much as possible.

2.7 If a situation arises between the parties that is not regulated by these terms and conditions, or if there is any ambiguity regarding the interpretation of one or more provisions, the situation must be assessed and interpreted in the spirit of these general terms and conditions.

2.8 These general terms and conditions are explicitly communicated to the counterparty prior to the agreement and form an integral part of the general information provided by Nujetheoriehalen.

2.9 In the event of changes to these general terms and conditions, the version applicable at the time of the agreement or offer shall always apply.

2.10 Before a distance agreement is concluded, the text of these general terms and conditions shall be made available to the consumer. If this is not reasonably possible, it shall be indicated before the distance agreement is concluded that the general terms and conditions can be inspected at the entrepreneur’s premises and will be sent to the consumer free of charge as soon as possible upon request.

Article 3: Offers, Quotations, Agreements

3.1 All offers made by Nujetheoriehalen are without obligation, unless explicitly stated otherwise in an individually addressed written offer or if a specific acceptance period is specified.

3.2 All offers or quotations made by Nujetheoriehalen are valid for 30 days from the date of the offer or quotation, unless another acceptance period is explicitly and in writing established. If an offer or quotation is non-binding and is accepted by the counterparty, Nujetheoriehalen has the right to withdraw the offer within two working days after becoming aware of the acceptance.

3.3 Prices stated in an offer or quotation are exclusive of VAT and other government-imposed charges, as well as any costs incurred under the agreement, including travel and accommodation, shipping, and administrative costs, unless stated otherwise.

3.4 An offer or quotation lapses if the product it refers to is no longer available in the interim.

3.5 An offer or quotation also lapses if the product it refers to becomes unavailable from Nujetheoriehalen’s suppliers.

3.6 All descriptions in offers, quotations, agreements, and associated appendices—such as illustrations, drawings, measurements, and colors—and properties of provided samples are merely indicative. Minor deviations are not at the risk of Nujetheoriehalen.

3.7 Nujetheoriehalen is not bound by its offers or quotations if the counterparty can reasonably understand that they, or parts thereof, contain an obvious mistake or clerical error. Such errors release Nujetheoriehalen from any fulfillment or compensation obligations, even after an agreement has been concluded.

3.8 If the acceptance differs from the offer in the quotation, Nujetheoriehalen is not bound by it. The agreement is not established based on the deviating acceptance, unless Nujetheoriehalen states otherwise.

3.9 A combined quotation does not oblige Nujetheoriehalen to perform part of the order for a proportionate part of the quoted price.

3.10 Offers and quotations do not automatically apply to future orders.

3.11 The quotation/agreement shall at least include: name of the counterparty; date of the quotation/agreement; description and content of the product or service; quantity specification; estimated delivery/execution date; applicable deposit amount if any; applicability of these general terms and conditions; any special conditions; terms and methods of payment.

3.12 The agreement between Nujetheoriehalen and the counterparty is established by placing a written, verbal (telephone), or electronic order, registration, or assignment and the subsequent written acceptance thereof by Nujetheoriehalen. The counterparty explicitly accepts these general terms and conditions.

3.13 The acceptance mentioned in the previous paragraph can occur through any means of communication.

3.14 Nujetheoriehalen is under no obligation to provide the counterparty with tools to detect or correct input errors. The content of the order or purchase as received by Nujetheoriehalen is deemed correct. Input or other errors made when placing the order are at the counterparty’s own risk.

Article 4: Prices

4.1 All prices stated in the agreement are in euros and exclusive of VAT and other government-imposed levies. Any additional costs, such as travel and accommodation, installation, assembly, transport, or shipping and administrative costs, are not included in the price and are at the counterparty’s expense, unless otherwise agreed.

4.2 The amounts stated in offers or quotations from Nujetheoriehalen are based on prices, rates, wages, taxes, and other cost factors valid at the time of the offer. The prices that Nujetheoriehalen publishes in brochures, on its website, or otherwise can be changed at any time. If one or more of these cost factors change after the order confirmation, Nujetheoriehalen is entitled to adjust the agreed price accordingly.

4.3 If a price increase exceeds 10% of the total agreed amount, the counterparty has the right to terminate the agreement in writing within eight days after becoming aware of or after they should reasonably have become aware of the price increase. This right does not apply if the price increase results from legislation, a rise in raw materials, wages, or other unforeseeable cost factors.

4.4 If Nujetheoriehalen does not receive the termination notice from the counterparty within eight days after the counterparty has been informed of the price increase, the counterparty is deemed to have accepted the new price.

Article 5: Execution of the Agreement

5.1 Nujetheoriehalen shall execute the agreement to the best of its knowledge and ability, based on the current state of science. The obligations of Nujetheoriehalen arising from an agreement with the counterparty are obligations to perform to the best of its ability, even if a specific result has been agreed upon.

5.2 The agreement between Nujetheoriehalen and the counterparty is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if explicitly agreed in writing.

5.3 Nujetheoriehalen has the right to have certain tasks carried out by third parties for the execution of the agreement.

5.4 Nujetheoriehalen is entitled to execute the agreement in phases and to invoice each phase separately, if necessary. Nujetheoriehalen will inform the counterparty of this in advance. If the agreement is executed in phases, Nujetheoriehalen may suspend the execution of subsequent phases until the counterparty has approved the results of the previous phase in writing.

5.5 If during the execution of the agreement it becomes apparent that changes or additions are necessary, the parties shall amend the agreement in a timely manner by mutual consultation. If the nature, scope, or content of the agreement changes qualitatively and/or quantitatively, this may affect what was originally agreed. The original amount agreed may be increased or decreased. Nujetheoriehalen will provide a price estimate as much as possible in advance. Modifications to the agreement may also affect the originally stated execution time. The counterparty accepts the possibility of changes to the agreement, including changes to price and execution time.

5.6 Without being in default, Nujetheoriehalen may refuse a request to change the agreement if this has qualitative and/or quantitative consequences.

5.7 In the event of changes to the agreement, including additions, Nujetheoriehalen is only obliged to implement them once the counterparty has agreed to the new terms, including the price and time of execution/delivery. Failure to execute the modified agreement immediately does not constitute a breach by Nujetheoriehalen and is not a ground for the counterparty to terminate the agreement.

5.8 Delivery periods stated in offers, quotations, agreements, or otherwise will be observed by Nujetheoriehalen as much as possible but are not binding. If a completion or delivery date is agreed upon, it is never a strict deadline. If a deadline is exceeded, the counterparty must first give Nujetheoriehalen notice of default in writing and offer a reasonable period to still fulfill the agreement.

5.9 If Nujetheoriehalen requires data from the counterparty to execute the agreement, the execution period shall not commence until the counterparty has provided these correctly and completely.

5.10 Unless agreed otherwise in writing, transport shall be at the risk and expense of the counterparty, even if the carrier has specified that all transport documents must state that all transport-related damage is at the sender’s risk.

5.11 If the counterparty fails to properly fulfill their obligations to Nujetheoriehalen, the counterparty is liable for all damage and costs incurred by Nujetheoriehalen as a result.

Article 6: Intellectual Property

6.1 All copyrights and any other intellectual or industrial property rights, including related rights and database rights, information, and/or performance rights, related to goods or products supplied, licensed, or made available by Nujetheoriehalen to the counterparty, as well as services performed by Nujetheoriehalen for the counterparty, shall solely belong to Nujetheoriehalen. For the purpose of this article, “Nujetheoriehalen” also includes any third party from whom Nujetheoriehalen has obtained a license for the aforementioned rights.

6.2 All drawings, sketches, diagrams, samples, models, etc., used by Nujetheoriehalen shall remain the intellectual and/or physical property of Nujetheoriehalen, even when handed over to the counterparty. They may only be used for the execution of the agreement between Nujetheoriehalen and the counterparty and for no other purpose, unless prior written permission is obtained from Nujetheoriehalen.

6.3 The counterparty is not permitted, without prior written consent from Nujetheoriehalen, to reproduce, modify, disclose, or use in any other form the goods, products, or information supplied or made available by Nujetheoriehalen as part of the services or work performed, in whole or in part.

6.4 Nothing in the agreement concluded between Nujetheoriehalen and the counterparty shall constitute a full or partial transfer of any of the rights referred to in this article to the counterparty, unless explicitly agreed otherwise in writing.

6.5 The counterparty is not allowed to alter or remove any indication of the rights referred to in this article, trademarks, or trade names of Nujetheoriehalen or third parties on or in the goods or products delivered to them, or on documentation or data carriers made available due to services provided.

6.6 The counterparty shall indemnify Nujetheoriehalen against any claims from third parties relating to goods originating from Nujetheoriehalen regarding intellectual property rights.

6.7 The counterparty acknowledges the above rights and shall refrain from any form of (in)direct infringement or violation of Articles 6.1 through 6.6 under penalty of an immediately payable fine of €10,000, plus €5,000 per day (with a maximum of €150,000) for each day the violation continues, without prejudice to Nujetheoriehalen’s rights, including the right to performance and/or full compensation for damages.

Article 7: Distance Agreement with Consumer

7.1.1 If the counterparty is a natural person not acting in a professional or business capacity and the agreement is a distance contract as defined in Article 7:230g(e) of the Dutch Civil Code, the provisions of Book 6, Title 5, Section 2B of the Civil Code also apply.

7.1.2 Every offer from Nujetheoriehalen is non-binding. Nujetheoriehalen reserves the right to amend or adjust the offer. If an offer has a limited validity period or is made under specific conditions, this will be explicitly stated.

7.1.3 Contrary to Article 8, the consumer has the right to terminate the distance purchase agreement without providing any reason within seven working days of receiving the goods delivered by Nujetheoriehalen. The consumer must notify Nujetheoriehalen in writing within this period.

7.2 In the event of termination, the consumer must return the delivered goods in proper packaging, including the original shipping document, and bear the cost of return shipment.

7.3 The provisions under 7.1 do not apply to agreements concerning:

• Products or services made to the consumer’s specifications;
• Clearly personalized goods;
• Goods that, by nature, cannot be returned, including but not limited to login codes for online products;
• Perishable goods;
• Sealed computer software where the seal has been broken;
• Other situations as described in Article 7:230p BW.

7.4 The provisions regarding delivery are set out in Article 9.

7.5 Each offer includes sufficient information to enable the consumer to understand the rights and obligations associated with accepting the offer, particularly:

• The total price including taxes;
• Quantity description;
• Description of the assignment and product content;
• Shipping costs, if any;
• The method of concluding the agreement and the necessary steps;
• Whether or not the right of withdrawal applies;
• Payment, delivery, and performance methods;
• The acceptance period or guarantee of the offered price;
• The cost of distance communication if it differs from the standard rate;
• How the consumer can verify and, if needed, correct the data provided before finalizing the agreement;
• Available languages for the agreement besides Dutch;
• Applicable codes of conduct and how the consumer can access them electronically;
• Applicability of these general terms and conditions;
• Additional information as referred to in Article 6:230m BW.

7.6 If the consumer accepts the offer electronically, Nujetheoriehalen shall confirm receipt of the acceptance electronically. No agreement is formed until this confirmation is received.

7.7 Nujetheoriehalen may, within legal limits, assess whether the consumer can meet their payment obligations and investigate relevant facts and circumstances. If there are good grounds to refuse the agreement, Nujetheoriehalen may reject the order or impose special conditions.

7.8 All agreements are subject to the condition of sufficient availability of the requested products.

Article 8: Right of Withdrawal in Distance Contracts

8.1 When purchasing products and/or services, the consumer has the right to dissolve the agreement without giving reasons for a period of 14 days. This reflection period starts on the day after the consumer receives the product, or a representative designated in advance and known to Nujetheoriehalen. In the case of a service agreement, the reflection period starts on the day the agreement is concluded.

8.2 During the reflection period, the consumer shall handle the product and packaging with care. The product may only be unpacked or used to the extent necessary to determine whether the consumer wishes to keep the product. If the consumer exercises the right of withdrawal, the product must be returned to Nujetheoriehalen, including all accessories and—if reasonably possible—in its original condition and packaging, in accordance with the reasonable and clear instructions provided by Nujetheoriehalen.

8.3.1 If the consumer wishes to exercise the right of withdrawal, they must notify Nujetheoriehalen within 14 days of receiving the product. This notification must follow the method communicated by Nujetheoriehalen beforehand. After notifying the intention to withdraw, the consumer must return the product within 14 days. Proof of return, such as a shipping receipt, may be required.

8.3.2 If the consumer fails to notify within the period or return the product, the purchase is considered final.

8.3.3 For service agreements, the right of withdrawal also applies for at least 14 days starting on the day the agreement is concluded.

8.3.4 If the consumer exercises the right of withdrawal, the costs of return shipping are their responsibility.

8.3.5 If the consumer has already paid an amount, Nujetheoriehalen will refund this as soon as possible, and at the latest within 14 days after withdrawal. However, the condition applies that the product has already been received by Nujetheoriehalen.

8.3.6 Nujetheoriehalen may exclude the right of withdrawal for the following products and services, provided this was clearly stated before the conclusion of the agreement:

8.3.6a Exclusion for products:

• Made to consumer specifications;
• Clearly personalized in nature;
• Not suitable for return due to their nature;
• Subject to price fluctuations in the financial market beyond the entrepreneur’s control;
• Newspapers and magazines;
• Audio/video recordings or software with a broken seal.

8.3.6b Exclusion for services:

• Related to transportation on a specific date or during a specific period;
• Services that begin with the consumer’s explicit consent before the reflection period has expired.

8.3.7 The above provisions also apply, where applicable, to service agreements and agreements involving a user right or license.

Article 9: Invoicing and Payment

9.1 Payment of Nujetheoriehalen’s invoices must be made within the agreed term(s), and no later than 14 days from the invoice date, unless otherwise indicated in writing by Nujetheoriehalen.

9.2 Payments must be made by transfer to a bank or giro account designated by Nujetheoriehalen. Nujetheoriehalen reserves the right to demand prepayment or other security for payment before or after concluding the agreement. Nujetheoriehalen may suspend performance of the agreement until the required security or prepayment is received. If prepayment is refused, Nujetheoriehalen may terminate the agreement, with the counterparty liable for any resulting damages.

9.3 Payments made by the counterparty shall first be applied to satisfy any outstanding interest and costs, then to the oldest unpaid and due invoice, even if the payment specifies another invoice.

9.4 The counterparty is not entitled to suspend payments or offset any claim against Nujetheoriehalen, unless such legal rights may not be excluded under mandatory law.

9.5 The payment term referred to in Article 9.1 is a strict deadline. If the deadline is missed, the counterparty is immediately in default without further notice. From that moment, interest of 1% per month or the statutory interest (whichever is higher) is owed on the full invoice amount, calculated from the default date until full payment. The counterparty also owes all extrajudicial collection costs. These costs amount to 15% of the principal with a minimum of €50, without prejudice to Nujetheoriehalen’s right to claim actual costs if higher. These costs will be calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs (BIK).

9.6 In the event of non-payment or improper fulfillment of obligations by the counterparty, Nujetheoriehalen has the right to terminate the agreement extrajudicially and suspend further deliveries or services. Nujetheoriehalen may also claim compensation for resulting damages.

9.7 The counterparty must carefully check the invoice. Any objections to (the amount of) the invoice must be reported in writing to Nujetheoriehalen within ten days of the invoice date. After this period, the counterparty forfeits any rights to dispute the invoice.

9.8 Without prejudice to the foregoing, Nujetheoriehalen is entitled to full compensation if the counterparty fails to meet their obligations under the agreement.

9.9 Nujetheoriehalen may refuse a payment proposal from the counterparty if a different order of allocation is indicated. Full repayment of the principal may also be refused if accrued interest and collection costs are not paid simultaneously.

Article 10: Delivery and Delivery Periods

10.1 Delivery periods stated in offers, quotations, agreements, or otherwise are to be observed by Nujetheoriehalen as much as possible but are not binding. If a deadline is agreed or specified for the completion of certain activities or the delivery of goods, it is never a strict deadline. In the event of a delay, the counterparty must first provide written notice of default and allow a reasonable period for Nujetheoriehalen to still fulfill its obligations.

10.2 Nujetheoriehalen can only be held liable for delays and only to the extent that they are attributable to Nujetheoriehalen, after receiving proper notice of default and a reasonable period to comply.

10.3 After receiving the order or assignment, Nujetheoriehalen will deliver or make available the products and/or goods if they are in stock.

10.4 Nujetheoriehalen is entitled to suspend the fulfillment of its obligations if the counterparty has not met all (payment) obligations. This suspension remains in effect until the counterparty fully complies with its obligations.

10.5 If Nujetheoriehalen requires data/information from the counterparty for the execution of the agreement, the execution period will not start until the counterparty has provided such information completely and correctly.

10.6 Delivery of goods and/or services will take place at the location or in the manner explicitly and contractually agreed by the parties. If no location or method is specified, delivery will be made at Nujetheoriehalen’s office or at its discretion. The counterparty is obliged to accept the goods and/or services when made available. If the counterparty refuses or is negligent in providing necessary information or instructions, Nujetheoriehalen may store the goods at the counterparty’s expense and risk.

10.7 Delivery is deemed to have occurred when the goods and/or services are offered by Nujetheoriehalen, even if the counterparty does not accept or use them.

10.8 If the parties have agreed on delivery or execution at a location outside Nujetheoriehalen’s premises, transportation to that location will be at the counterparty’s expense and risk.

10.9 Nujetheoriehalen determines the method of transport, but transport is carried out at the counterparty’s expense and risk. The counterparty may provide specific instructions regarding the transport method.

10.10 Nujetheoriehalen is under no circumstances liable for damages suffered by the counterparty or third parties during or as a result of the delivery of products and/or services.

10.11 If the counterparty fails to fulfill its obligations to Nujetheoriehalen, it is liable for all (consequential) damages and costs incurred directly or indirectly by Nujetheoriehalen as a result.

10.12 If Nujetheoriehalen cannot carry out its work or deliver goods at the agreed time due to weather conditions, the delivery time will be postponed. A new delivery date will be communicated to the counterparty as soon as possible after the weather conditions have improved.

Article 11: Complaints, Claims, Returns

11.1 Products and services supplied, licensed, or made available by Nujetheoriehalen shall meet the usual standards and requirements that can reasonably be expected at the time of delivery or performance and are intended for normal use within the Netherlands. If used outside the Netherlands, the counterparty must verify suitability and compliance with local conditions. Nujetheoriehalen may impose different conditions in such cases.

11.2 Any warranty is void if a defect arises due to improper or inappropriate use, incorrect storage or maintenance, or if the counterparty or third parties have made or attempted modifications without written consent from Nujetheoriehalen. Warranty is also void if the defect results from factors beyond Nujetheoriehalen’s control, including weather conditions.

11.3 The counterparty can no longer claim defects once the delivered products or services have been fully or partially used, processed, passed on to third parties, or otherwise accepted.

11.4 The counterparty must inspect the delivered or licensed items upon delivery to verify whether the correct goods or services have been delivered, in the correct quantities and in proper condition, and whether they meet agreed quality or normal use standards.

11.5 Complaints regarding externally visible defects must be reported in writing within fifteen days of delivery, with a clear description of the complaint. Without such notification, the counterparty loses any claim regarding defects. Nujetheoriehalen is not liable for compensation unless required by mandatory law.

11.6 Complaints about non-visible defects must be reported in writing within three days of discovery and no later than three months after delivery, which serves as a final deadline.

11.7 Complaints must include a detailed description of the issue so Nujetheoriehalen can respond appropriately. The counterparty must allow Nujetheoriehalen to investigate the complaint.

11.8 If the complaint is reported too late, the counterparty forfeits the right to repair, replacement, or compensation.

11.9 Unless otherwise agreed, minor deviations in size, color, surface, or structure shall not be grounds for rejection.

11.10 If a warranty claim is justified, Nujetheoriehalen will either repair or redeliver the product or service, unless doing so is demonstrably pointless for the counterparty. If repair is chosen, the counterparty must return the item to Nujetheoriehalen at their own expense and risk.

11.11 Returns require prior written approval from Nujetheoriehalen and are at the counterparty’s risk and expense. Approval does not imply liability unless mandatory law dictates otherwise.

11.12 Returns must include the original shipping document or label and be properly packaged. The reason for return must be submitted in writing unless agreed otherwise.

11.13 Complaints about Nujetheoriehalen’s performance do not entitle the counterparty to suspend payment obligations.

11.14 A justified warranty claim does not imply acknowledgment of liability or grounds for additional compensation. The counterparty explicitly waives such rights.

11.15 If a warranty claim is unfounded, all resulting costs, including inspection costs, are the responsibility of the counterparty.

11.16 After the warranty period expires, all repair or replacement costs, including administration, shipping, and call-out charges, will be billed to the counterparty. Article 9 applies accordingly.

11.17 Contrary to statutory limitation periods, claims and defenses against Nujetheoriehalen and third parties involved in executing an agreement shall expire after one year.

11.18 Any warranty for third-party goods or services supplied by Nujetheoriehalen is limited to the warranty provided by those third parties.

11.19 If repair or replacement is impossible, the agreement shall be deemed dissolved. Nujetheoriehalen shall not be obliged to pay damages for complaints regarding defects as described in this article.

Article 12: Retention of Title, Pledge, and Risk

12.1 All products delivered by Nujetheoriehalen under a transfer of ownership agreement remain the property of Nujetheoriehalen until the counterparty has fulfilled all its obligations to Nujetheoriehalen. Nonetheless, the risk for these products transfers to the counterparty upon actual delivery.

12.2 Upon first request from Nujetheoriehalen, the counterparty agrees to establish a non-possessory pledge on all movable items referred to in Article 12.1, in case Nujetheoriehalen’s ownership rights are extinguished. Alternatively, the counterparty must provide other security for Nujetheoriehalen’s benefit.

12.3 The goods or products delivered, made available, or licensed by Nujetheoriehalen are at the full risk and expense of the counterparty from the moment of physical delivery.

12.4 The counterparty is not permitted to pledge, encumber, transfer (in part or in whole), or otherwise dispose of products delivered under retention of title, except as part of regular business operations.

12.5 The counterparty must take all reasonably necessary steps to safeguard Nujetheoriehalen’s ownership rights.

12.6 If the counterparty fails to fulfill its payment obligations or if Nujetheoriehalen has valid grounds to fear such default, Nujetheoriehalen is entitled to reclaim the products delivered under retention of title. The counterparty must grant Nujetheoriehalen access to its premises for inspection and recovery. Upon retrieval, the counterparty will be credited the market value, which will never exceed the original purchase price minus retrieval costs.

12.7 If third parties seize goods delivered under retention of title or assert rights over them, the counterparty must notify Nujetheoriehalen immediately.

12.8 The counterparty must insure goods delivered under retention of title against loss, fire, explosion, water damage, and theft, and must provide Nujetheoriehalen with proof of such insurance upon request. In the event of an insurance payout, Nujetheoriehalen is entitled to the compensation received.

Article 13: Liability

13.1 Nujetheoriehalen is not liable for damages of any kind resulting from reliance on incorrect or incomplete information provided by or on behalf of the counterparty. Nujetheoriehalen, its authors, or editors of the goods, products, software, or hardware are not liable for errors, omissions, or usage by the counterparty. Nujetheoriehalen accepts liability only as required by mandatory law.

13.2 Nujetheoriehalen is only liable for direct damage suffered by the counterparty, if and to the extent that the damage is the direct result of intent or deliberate recklessness by Nujetheoriehalen.

13.3 Total liability of Nujetheoriehalen is in all cases limited to compensation for direct damage, and never exceeds the amount invoiced for the agreement in question (excluding VAT), including any obligations to reverse and/or refund.

13.4 The existence of a defect does not entitle the counterparty to suspend or offset payment obligations.

13.5 Nujetheoriehalen is not liable for damage that the counterparty has insured or could reasonably have insured against.

13.6 Nujetheoriehalen is never liable for indirect damage, including consequential damage, lost profits, missed savings, or business interruption losses.

13.7 Nujetheoriehalen is not liable for damage of any kind or cause resulting from incorrect and/or unqualified use by the counterparty or any third party of products or services provided.

13.8 These limitations of liability do not apply in cases of intent or gross negligence by Nujetheoriehalen or its senior executives.

13.9 Liability is also limited to the amount paid by Nujetheoriehalen’s insurer, if applicable.

13.10 The counterparty may only invoke non-performance by Nujetheoriehalen after properly notifying it in writing and allowing a reasonable time to comply. This notice must clearly specify the shortcoming so that Nujetheoriehalen can respond appropriately.

13.11 Any right to compensation requires that the counterparty notifies Nujetheoriehalen of the damage in writing as soon as possible.

13.12 The risk of loss, damage, or depreciation transfers to the counterparty when the goods are delivered into its possession or risk sphere.

13.13 The counterparty indemnifies Nujetheoriehalen against third-party claims for damages related to execution of the agreement, where such damages are not attributable to Nujetheoriehalen.

13.14 If third parties hold Nujetheoriehalen liable under such claims, the counterparty must assist Nujetheoriehalen in and out of court, and take immediate action as expected. If the counterparty fails to do so, Nujetheoriehalen may act unilaterally, and all related costs and damages will be borne by the counterparty.

13.15 Disruptions in Nujetheoriehalen’s online platform do not entitle the counterparty to compensation. Nujetheoriehalen is also not liable for failures in third-party networks that provide access to its websites or platforms. Disruptions or errors in digital delivery do not warrant financial compensation. Provided information is based on reliable sources and careful analysis.

Article 14: Force Majeure

14.1 A non-attributable failure includes any unforeseen or uncontrollable circumstance beyond the will of Nujetheoriehalen that makes performance of the agreement reasonably impossible. This includes but is not limited to war, riots, revolutions, pandemics/epidemics, terrorism or similar conditions, power outages, communication breakdowns, vehicle or transport failures, traffic obstructions, explosions, and other calamities such as natural disasters, pandemics, and widespread illnesses affecting staff, strikes, workplace occupations, fire, floods, and government measures or advice. This applies to both Nujetheoriehalen and third parties on which Nujetheoriehalen relies.

14.2 A force majeure situation also applies when such events cause Nujetheoriehalen’s operations or those of an involved third party to largely come to a halt.

14.3 Nujetheoriehalen is not required to fulfill any obligation if hindered due to a circumstance not attributable to it by law, legal act, or generally accepted practice.

14.4 During the period of force majeure, Nujetheoriehalen may suspend its obligations. If the force majeure continues for more than two months, both parties may terminate the agreement without compensation.

14.5 If Nujetheoriehalen has already partially fulfilled its obligations when the force majeure begins—or can only partially fulfill them—it may invoice the completed or executable portion separately. The counterparty must pay this invoice unless the partial delivery has no independent value. Any claim for damages in the case of force majeure is excluded.

15.1 If the counterparty fails to meet any obligation to Nujetheoriehalen, or in the event of application for suspension of payment, bankruptcy, or liquidation, cessation of business, request for debt restructuring, or if the counterparty is placed under guardianship or administration, or if its goods are seized for substantial debts and the seizure lasts longer than two months, or if the counterparty ceases or significantly alters or transfers its business without prior written consent of Nujetheoriehalen, or otherwise loses control over part or all of its assets, Nujetheoriehalen is entitled to terminate the agreement in whole or in part with immediate effect, without further notice of default, or to suspend execution, without any obligation to compensate the counterparty. This is in addition to all other rights to which Nujetheoriehalen is entitled.

15.2 If Nujetheoriehalen terminates the agreement under Article 15.1, all amounts owed by the counterparty become immediately due and payable, and Nujetheoriehalen may suspend further performance of any agreement.

15.3 Nujetheoriehalen shall never be liable for any damages to the counterparty as a result of the termination, without prejudice to Nujetheoriehalen’s right to claim full compensation due to breach of obligations by the counterparty.

15.4 If termination is attributable to the counterparty, Nujetheoriehalen is entitled to compensation for damages, including direct and indirect costs.

15.5 During the performance of the agreement, Nujetheoriehalen may suspend its obligations if the counterparty fails to provide sufficient assurance of its obligations upon request.

15.6 The counterparty is in default if it fails to fulfill any contractual obligation or fails to comply with a written demand to do so within a specified period.

15.7 If the counterparty cancels an order in whole or in part, the goods ordered or prepared for it, plus related costs and reserved labor, will be fully charged to the counterparty.

15.8 The counterparty must timely provide Nujetheoriehalen with all information deemed necessary for proper execution of the agreement. The counterparty guarantees the accuracy, completeness, and reliability of such information, even if provided by third parties. If the necessary data is not provided in time, Nujetheoriehalen may suspend execution and charge the counterparty for delays at standard rates.

Article 16: Disputes and Applicable Law

16.1 All agreements between Nujetheoriehalen and the counterparty are governed exclusively by Dutch law.

16.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Convention) does not apply, nor does any other international regulation whose applicability may be excluded.

16.3 Disputes arising from or related to an agreement between Nujetheoriehalen and the counterparty shall be exclusively submitted to the competent court in the district where Nujetheoriehalen is established, unless mandatory law prescribes otherwise. Nevertheless, Nujetheoriehalen reserves the right to submit the dispute to the competent court according to the law.

16.4 Parties shall only appeal to the court after making every effort to resolve a dispute amicably.

Article 17: Confidentiality

17.1 Both the other party and Nujetheoriehalen are obliged to maintain the confidentiality of all confidential information obtained from each other or from another source under their agreement. Information is considered confidential if it has been designated as such by the other party or if this follows from the nature of the information.

17.2 Breach by the other party of Article 17.1 results in an immediately due penalty of €10,000, increased by an additional penalty of €5,000 for each day the breach continues, without prejudice to any other rights Nujetheoriehalen may have, including the right to specific performance and/or full compensation for damages.

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Terms of Use or License for Electronic Products for (Classroom) Educational Purposes

These terms apply to agreements between Nujetheoriehalen and the other party for the use of electronic products for (classroom) educational purposes. These terms supplement the general terms and conditions of Nujetheoriehalen and shall prevail in case of conflict.

Article 1: Definitions

1.1 Right of Use / License: A non-transferable, non-exclusive right granted to the other party to use the Product within its organization solely for educational purposes, in accordance with these terms.

1.2 Product: Computer software, databases, and/or other publications provided or made accessible by Nujetheoriehalen on electronic media or by electronic means, including online. This includes Updates and any interim additions to the Product.

1.3 Update(s): All subsequent versions and new releases of a Product made available by Nujetheoriehalen to the other party.

Article 2: Specifications and Use

2.1 The Product will be made available online via a Nujetheoriehalen platform unless otherwise agreed.

2.2 The other party is obliged to use the Product carefully via this platform, in accordance with the instructions provided by Nujetheoriehalen, and will allow use only by authorized persons within its organization.

2.3 Nujetheoriehalen may at any time issue additional (usage) instructions, which the other party agrees to accept and follow.

Article 3: Scope of Use and Updates

3.1 The right of use includes only the actions explicitly granted in these terms or the agreement: loading, displaying, consulting, and using the Product specifically for (classroom) education according to the written specifications provided by Nujetheoriehalen.

3.2 The right of use is subject to full and timely payment of the applicable fee, as described in the agreement.

3.3 The permitted uses are strictly limited to internal business or professional activities and shall not involve any form of (commercial) exploitation. Classroom use is allowed only for educational purposes and under these terms. The Product, its copies, or the rights of use may not be transferred, made available to third parties, encumbered, or included in any partnership or joint venture without prior written consent from Nujetheoriehalen.

3.4 The Product may not be integrated with or merged into third-party or self-developed software or databases without Nujetheoriehalen’s express written permission.

3.5 If the Product is provided on physical media (disks, CDs, DVDs), these remain the property of Nujetheoriehalen. No sale or transfer of ownership shall take place.

3.6 For online use, Nujetheoriehalen will strive to provide 24/7 access (excluding maintenance). However, no right to compensation exists in case of outages.

3.7 The other party is not permitted to make backup copies.

3.8 Reverse engineering, decompiling, translating or modifying the code of the Product is not allowed.

3.9 Unless otherwise agreed, the right of use includes the periodic subscription-based delivery or online availability of Updates, against payment of applicable fees.

3.10 The other party shall grant Nujetheoriehalen and its authorized representatives access to locations where the Product is used, to inspect, maintain, or verify compliance with the agreement.

Article 4: Hardware [24]

General Terms and Conditions Nujetheoriehalen 2025.02.12

4.1 Unless otherwise agreed, the other party is responsible for procuring and installing the required hardware to use the Product.

4.2 Nujetheoriehalen is not liable for disruptions or performance issues caused by hardware used by the other party.