Terms of Service

1. General

These terms and conditions apply to all offers, agreements, and deliveries of Blendit.ai, unless explicitly agreed otherwise in writing.

Deviations from these terms and conditions are only valid if they have been explicitly agreed in writing by Blendit.ai and only apply to the specific agreement for which they were made.

If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions in these general terms and conditions will remain fully applicable.

2. Offers and Agreements

All offers from Blendit.ai are without obligation, unless explicitly stated otherwise in the offer.

An agreement is only established after written confirmation by Blendit.ai or by actual execution by Blendit.ai.

Offers or quotations do not automatically apply to future orders.

3. Execution of the Agreement

Blendit.ai will execute the agreement to the best of its knowledge and ability and in accordance with good professional practice.

If and insofar as required for the proper execution of the agreement, Blendit.ai has the right to have certain activities performed by third parties.

The client shall ensure that all data, which Blendit.ai indicates are necessary or which the client should reasonably understand to be necessary for the execution of the agreement, are provided to Blendit.ai in a timely manner.

Blendit.ai is not liable for damage, of whatever nature, resulting from Blendit.ai relying on incorrect and/or incomplete data provided by the client.

4. Changes to the Agreement

If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

If the nature, scope, or content of the agreement is changed, whether or not at the request or instruction of the client, the competent authorities, etc., and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased.

In case of changes to the agreement, including an addition, Blendit.ai is entitled to implement these only after approval has been given by the person authorized within Blendit.ai and the client has agreed to the price and other conditions stated for the execution, including the time to be determined at that time when the execution will take place.

5. Suspension, Dissolution, and Early Termination

Blendit.ai is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

• The client does not, not fully, or not timely fulfill the obligations from the agreement;
• After concluding the agreement, Blendit.ai learns of circumstances giving good reason to fear that the client will not fulfill the obligations;
• The client was requested to provide security for the fulfillment of their obligations under the agreement when concluding the agreement and this security is not provided or is insufficient;

Furthermore, Blendit.ai is authorized to dissolve the agreement if circumstances arise of such nature that fulfillment of the agreement is impossible or if other circumstances arise of such nature that unaltered maintenance of the agreement cannot reasonably be expected of Blendit.ai.

If the agreement is dissolved, Blendit.ai's claims against the client are immediately due and payable. If Blendit.ai suspends fulfillment of the obligations, it retains its rights under the law and agreement.

6. Payment and Collection Costs

Payment must be made within 14 days after the invoice date, in a manner to be indicated by Blendit.ai in the currency in which the invoice is made, unless otherwise indicated in writing by Blendit.ai.

If the client fails to pay an invoice on time, the client is legally in default. The client then owes interest of 2% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the client is in default until the moment of payment of the full amount due.

Blendit.ai has the right to have the payments made by the client go first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.

The client is never entitled to set off what they owe to Blendit.ai.

7. Retention of Title

All goods delivered by Blendit.ai in the context of the agreement remain the property of Blendit.ai until the client has properly fulfilled all obligations from the agreement(s) concluded with Blendit.ai.

Goods delivered by Blendit.ai, which fall under the retention of title pursuant to the previous paragraph, may not be resold and may never be used as a means of payment. The client is not authorized to pledge or encumber in any other way the goods falling under the retention of title.

8. Guarantees, Research, and Complaints

The goods to be delivered by Blendit.ai meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended with normal use in the Netherlands. The guarantee mentioned in this article applies to goods that are intended for use within the Netherlands.

The client is obliged to examine the delivered goods at the time of delivery. In doing so, the client should examine whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements that the parties have agreed upon in this respect.

Any visible defects must be reported in writing to Blendit.ai within 7 days after delivery. Any non-visible defects must be reported in writing to Blendit.ai immediately, but in any case no later than within 14 days, after discovery thereof. The report must contain as detailed a description as possible of the defect, so that Blendit.ai is able to respond adequately.

9. Liability

If Blendit.ai should be liable, then this liability is limited to what is regulated in this provision.

Blendit.ai is not liable for damage, of whatever nature, arising because Blendit.ai relied on incorrect and/or incomplete data provided by or on behalf of the client.

If Blendit.ai should be liable for any damage, then Blendit.ai's liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

Blendit.ai's liability is in any case always limited to the amount of the payout of its insurer in the occurring case.

Blendit.ai is exclusively liable for direct damage.

Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have Blendit.ai's defective performance conform to the agreement, insofar as these can be attributed to Blendit.ai, and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as meant in these general terms and conditions.

Blendit.ai is never liable for indirect damage, including consequential damage, lost profit, lost savings, and damage due to business interruption.

10. Indemnification

The client indemnifies Blendit.ai for any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than to Blendit.ai.

If Blendit.ai should be addressed by third parties in this respect, then the client is obliged to assist Blendit.ai both outside and in law and to immediately do everything that may be expected of them in that case. Should the client fail to take adequate measures, then Blendit.ai is, without notice of default, entitled to proceed to do so itself. All costs and damage on the side of Blendit.ai and third parties arising thereby, are fully for the account and risk of the client.

11. Intellectual Property

Blendit.ai reserves the rights and powers that accrue to it under the Copyright Act and other intellectual property laws and regulations. Blendit.ai has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the client is brought to the knowledge of third parties.

12. Applicable Law and Disputes

All legal relationships to which Blendit.ai is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

The court in Blendit.ai's place of business has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Blendit.ai has the right to submit the dispute to the court competent according to the law.

Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

13. Location and Change of Conditions

These conditions are filed at the Chamber of Commerce.

The most recently filed version or the version that was valid at the time of the establishment of the legal relationship with Blendit.ai is always applicable.

The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

Version: November 2024