General Terms and Conditions NVFilment

1. General

• 1.1. In these general terms and conditions we mean by 'NVFilment', 'we' or 'us': NVFilment, a sole proprietorship based in Nieuw-Vennep, registered with the Chamber of Commerce under number 97394386. By 'customer' or 'you' we mean: anyone who requests an offer from us, obtains information, enters into an agreement or uses our services.
• 1.2. These general terms and conditions apply to all our offers, agreements, negotiations and services. Deviations are only binding if agreed in writing.
• 1.3. If we provide extra service or are lenient in exercising our rights, this is non-binding and you cannot derive any rights from it. We can always invoke the agreement, these conditions or legal rights.
• 1.4. If a provision in these terms and conditions is void or unenforceable, the other provisions remain in force. The unenforceable provision is replaced by a provision that is as close as possible to the original intention.
• 1.5. We may unilaterally amend these general terms and conditions if there are changes in legislation, case law or our business operations. The current version is available at www.nvfilment.nl.

2. Conclusion of Agreement

• 2.1. Quotes and mentioned amounts are in euros, exclusive of VAT and other charges, unless stated otherwise. Delivery times are indicative unless explicitly agreed otherwise.
• 2.2. Quotes are based on the information you provide, such as estimated order quantities, storage needs and shipping methods. These are summarized in a calculation, including any additional costs. The calculation does not constitute a fixed price. Changes in mentioned factors may result in a price adjustment.
• 2.3. An agreement is concluded as soon as you agree to the calculation (verbally or by email) and we confirm that we will start the work. Our confirmation or the beginning of the work is proof of the agreement.
• 2.4. Prices and conditions in quotes do not automatically apply to future orders.

3. Price

• 3.1. Prices are indexed annually on January 1 based on the cost index for transport and related activities (Panteia or equivalent successor).
• 3.2. In case of interim price changes, we will inform you three months in advance. If you do not agree, you can terminate the agreement immediately.

4. Payment

• 4.1. Invoices must be paid within 14 days of the invoice date by bank transfer, unless otherwise agreed in writing. Offsetting is not permitted without our consent. If you have complaints about invoices or services, we will consult, but this does not suspend your payment obligation.
• 4.2. In case of late payment, you are automatically in default (article 6:81 et seq. BW) and are liable for statutory interest and collection costs.
• 4.3. In case of payment default, we may suspend our work. You remain obligated to pay for reserved storage and labor capacity, storage rates and the average number of orders over the past three months.

5. Your Goods at NVFilment

• 5.1. We provide services such as order processing, packing and storage. Goods that you store with us, have packed or have delivered, always remain your property and do not form part of NVFilment's assets.
• 5.2. You are responsible for insuring your goods against damage, theft, fire, water or other risks. The risk of depreciation or damage remains with you.
• 5.3. Goods you store or have delivered may not violate laws and regulations or pose a danger to people, animals, the environment or NVFilment's or others' property. You indemnify us for damage resulting from your goods.
• 5.4. We are not obligated to verify the lawfulness or safety of your goods. By placing goods with us, you guarantee that they comply with laws and regulations and are safe.
• 5.5. If we suspect dangerous or unlawful goods, you may be required to collect them immediately. Any costs for safety measures or handling are your responsibility.
• 5.6. Stored goods are administered separately and do not form part of the estate in case of bankruptcy, suspension of payment or other insolvency proceedings of NVFilment.
• 5.7. In case of bankruptcy or suspension of payment of NVFilment, the principal has a right of separation and has the direct right to recover the stored inventory without prior consent of the curator, insofar as legally permitted.
• 5.8. NVFilment commits to immediately inform principals of impending insolvency proceedings and will fully cooperate in the swift return of goods.
• 5.9. Stored goods are administered and stored in such a way that they are at all times identifiable and assignable to the relevant principal.

6. Confidentiality

• 6.1. You are obligated to maintain confidentiality of information about our business operations, customers or other interested parties that you obtain during our cooperation.

7. Engagement of Third Parties

• 7.1. We may engage third parties for the execution of the agreement and are liable for their performance as for our own obligations.
• 7.2. Transport and delivery fall outside our obligations. We are not responsible for problems after handover to a carrier.

8. Duration and Termination of Agreement

• 8.1. Agreements are entered into for an indefinite period and may be terminated by both parties with a notice period of one week via email or letter.
• 8.2. Upon termination, you must collect your goods immediately, in consultation with us to prevent disruption to our business operations. Collection costs are your responsibility. If desired, we can return the goods via a Carrier of your choice, whereby the transport costs are also your responsibility.
• 8.3. If goods remain after termination, we may move them to a storage facility. Costs and damage resulting from relocation or storage are your responsibility.
• 8.4. In case of outstanding claims, we may retain your goods, sell them and use the proceeds to settle claims (including sales costs).

9. Liability

• 9.1. We are not responsible for transport or delivery of goods. Shipment is at your risk and expense.
• 9.2. We strive for successful cooperation, but do not assume any obligation of result. We are not liable for failure to achieve your goals.
• 9.3. Our liability is limited to damage caused by intent or gross negligence on our part. Exclusions include damage from incorrect information on your part, indirect damage (such as lost profits or reputational damage) and damage to third parties.
• 9.4. Our liability is limited to the agreed price for the relevant service or, in case of damage to goods, the purchase value thereof, with a maximum of the monthly invoice (excl. VAT) per calendar year.
• 9.5. If insured, our liability is limited to the insurance payout.

10. IT and Intellectual Property

• 10.1. Use of our name, logo or house style without permission is not permitted.
• 10.2. NVFilment uses DailyPicker software for the execution of fulfilment services. You do not acquire any ownership rights to this software. Access to and use of DailyPicker software is in accordance with DailyPicker's license terms, which apply to you when using our services.
• 10.3. You are obligated to follow NVFilment and DailyPicker instructions regarding software use and report any defects or errors to us immediately.
• 10.4. It is not permitted to copy, modify, reverse-engineer or remove designations from DailyPicker software without express permission from DailyPicker.
• 10.5. Upon termination of the agreement, you must immediately stop using DailyPicker software in accordance with DailyPicker's terms.

11. Applicable Law and Disputes

• 11.1. Dutch law applies to all agreements.
• 11.2. Disputes are submitted to the competent court in Nieuw-Vennep, unless we as claimant choose another competent court.
• 11.3. Parties attempt to resolve disputes first among themselves.

12. Rental of Storage Space

• 12.1. In addition to the above provisions, the following rules apply to storage space:
• 12.2. Rented storage locations (pallet, shelf or bin locations) may only be used for agreed goods. Use by third parties is not permitted without consent.
• 12.3. Goods must be safely packed and pose no danger.
• 12.4. We are not responsible for the condition of stored goods.
• 12.5. Access to storage locations is possible during opening hours, by appointment.
• 12.6. We may change the layout of storage locations if necessary.

13. Final Provisions

• 13.1. The service provider is authorized to make changes to these terms and conditions, which take effect on the announced date. The service provider will send the amended terms to the customer in a timely manner. If no effective date has been stated, changes take effect against the principal as soon as the change has been communicated to him.
• 13.2. If any provision of these general terms and conditions is void or annulled, the remaining provisions of these general terms and conditions remain fully in effect. In that case, the service provider and the principal will consult with the aim of agreeing on new provisions to replace the void or annulled provision.
• 13.3. In case of contradictions or ambiguities between the English and Dutch versions of these general terms and conditions, the Dutch version shall prevail.

Data Processing Agreement

Parties:

• The Data Controller (the customer).
• NVFilment, based in Nieuw-Vennep.

Recitals:

• The Data Controller wishes to have certain processing of personal data carried out by NVFilment.
• NVFilment is willing to do so and complies with the GDPR (from May 25, 2018).
• The parties wish to establish their rights and obligations in accordance with article 28 section 9 GDPR.

Article 1: Purposes of Processing

• 1.1. NVFilment processes personal data only in accordance with the job confirmation or further agreements.
• 1.2. Personal data will not be used for other purposes unless required by law.
• 1.3. NVFilment decides on the means of processing, provided these have no significant impact on data protection.

Article 2: Obligations of NVFilment

• 2.1. NVFilment complies with the GDPR and other applicable data protection legislation.
• 2.2. Personal data is deleted 90 days after shipment, unless otherwise agreed.

Article 3: Transfer of Personal Data

• 3.1. Processing takes place within the EU. Transfer outside the EU is only permitted to countries with an adequate level of protection (article 45 GDPR).

Article 4: Division of Responsibility

• 4.1. NVFilment processes personal data in accordance with the instructions of the Data Controller.
• 4.2. The Data Controller is responsible for collection and other unreported processing.
• 4.3. The Data Controller guarantees that the processing is lawful and indemnifies NVFilment against claims by third parties, except in case of intent or gross negligence by NVFilment.

Article 5: Security

• 5.1. Both parties take appropriate technical and organizational measures against loss or unlawful processing of personal data.
• 5.2. NVFilment provides a level of security appropriate to the state of the art, the sensitivity of data and costs.
• 5.3. The Data Controller only provides data if security measures are in place.

Article 6: Notification Obligation

• 6.1. In case of a (risk of) data breach, NVFilment informs the Data Controller within 48 hours.
• 6.2. The notification contains the nature, cause and informed parties.
• 6.3. The Data Controller reports a breach to the supervisory authority within 72 hours and informs affected parties in case of high risk.

Article 7: Requests from Data Subjects

• 7.1. Requests for access, correction or deletion are forwarded by NVFilment to the Data Controller, who handles them.

Article 8: Sub-processors

• 8.1. NVFilment may engage sub-processors with the permission of the Data Controller, under similar obligations.

Article 9: Confidentiality

• 9.1. NVFilment has a duty of confidentiality to third parties, except with permission, necessity or legal obligation.

Article 10: Liability

• 10.1. NVFilment's liability is limited to direct damage caused by intent or gross negligence, up to the agreed price or the insured amount.
• 10.2. Indirect damage (such as lost profits) is excluded.

Article 11: Indemnification

• 11.1. The Data Controller indemnifies NVFilment against claims by third parties, except in case of intent or gross negligence by NVFilment.

Article 12: Duration and Termination

• 12.1. This agreement applies as long as NVFilment processes personal data.
• 12.2. Upon termination, personal data is returned or deleted within 90 days.
• 12.3. Provisions such as confidentiality remain in effect after termination.

Article 13: Applicable Law

• 13.1. Dutch law applies.
• 13.2. Disputes are submitted to the competent court in Nieuw-Vennep.

Annex 1: Categories of Personal Data

• Processing: Fulfilment activities
• Personal data: Name, address and postal data of recipients
• Purpose: Make ready for shipment and process returns

Annex 2: Sub-processors

• Category: Carriers
• Role: Support logistics process

Annex 3: Transfer outside the EEA

• Third country: Depending on destination
• Purpose: Delivery of shipments
• Safeguards: UPU, contracts between network partners