Article 1. Definitions

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

  • JJ-Commerce: the company as defined in Article 2 of these general terms and conditions;
  • Counterparty: the customer with whom JJ-Commerce has entered into an Agreement and/or the party negotiating such an agreement with JJ-Commerce;
  • Consumer: a natural person who is not acting in the exercise of a profession or business;
  • Agreement: any agreement/contract between JJ-Commerce and the Counterparty for the delivery of goods by JJ-Commerce to the Counterparty;
  • Party(ies): the Counterparty and JJ-Commerce jointly, or each as an individual contracting party;
  • In Writing: notification by email, post, or WhatsApp;
  • Third Party(ies): other natural or legal persons who are not part of this Agreement;
  • Product(s)

Article 2. Identity of JJ-Commerce

  • Company Name: JJ-Commerce B.V.
  • Street Name and Number: Stationsplein 26
  • Postal Code and City: 6512AB Nijmegen
  • Chamber of Commerce (KvK) Number: 89545435

Article 3. General Provisions

  • These general terms and conditions apply to every offer and all (legal) acts of JJ-Commerce and to every Agreement concluded between JJ-Commerce and the Counterparty.
  • If the Agreement is concluded electronically, then, contrary to the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions may be made available to the Counterparty electronically in such a way that it can be easily stored by the Counterparty on a durable data carrier. If this is reasonably not possible, before the Agreement is concluded, it will be indicated where the general terms and conditions can be viewed electronically or that they will be sent to the Counterparty free of charge electronically or in another way at the Counterparty's request.
  • Unless explicitly agreed otherwise In Writing, the applicability of other (general) terms and conditions is excluded.
  • Deviations from or additions to these general terms and conditions are only valid if they have been explicitly agreed In Writing.
  • If JJ-Commerce does not always require strict compliance with these general terms and conditions, this does not mean that the provisions thereof are not applicable or that JJ-Commerce would in any way lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
  • If and to the extent that, on the basis of reasonableness and fairness - or the unreasonably onerous nature of a provision - no appeal can be made to any provision of these general terms and conditions, then the relevant provision shall, in terms of content and scope, be assigned a meaning that is as similar as possible, so that an appeal can be made to it.
  • JJ-Commerce is entitled to engage Third Parties for the execution of the Agreement.
  • Information and communications on the JJ-Commerce website are subject to (typing) errors.
  • The operation of art. 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code (hereinafter ‘BW’) is/are excluded.

Article 4. The Offer

  • If an offer has a limited period of validity or is made subject to (certain) conditions, this will be explicitly stated in the offer.
  • An issued quotation or an offer by JJ-Commerce should be regarded as a non-binding offer, unless explicitly agreed otherwise by JJ-Commerce In Writing. A non-binding offer may be revoked by JJ-Commerce after acceptance.
  • The offer contains a complete and accurate description of the Products offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Counterparty. Obvious mistakes or obvious errors regarding, for example, amounts shown are not binding on JJ-Commerce.

Article 5. The Agreement

  • The Agreement is concluded at the moment of acceptance by the Counterparty of the offer and the fulfillment of any conditions attached thereto.
  • If the Agreement is concluded electronically, JJ-Commerce shall take appropriate technical and organizational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the Counterparty can pay electronically, JJ-Commerce will take appropriate security measures to that end.
  • If a provision of these general terms and conditions or an Agreement proves to be void or is annulled, this does not affect the validity of the entire general terms and conditions or Agreement. The Parties will consult to agree on a new provision to replace the void or annulled provision, whereby the purpose and scope of the void or annulled provision will be taken into account as much as possible.
  • JJ-Commerce reserves the right not to execute a concluded Agreement, for example, if it has reasonable doubt or information that the Counterparty will not (be able to) meet its (financial) obligations. If JJ-Commerce refuses, it will inform the Counterparty In Writing of this refusal within a reasonable period after the conclusion of the Agreement.
  • The Counterparty's right to suspend and right of set-off are excluded if the Counterparty is acting in the exercise of a profession or business. This provision does not apply if the Counterparty is acting as a Consumer.
  • In addition to the previous paragraph, JJ-Commerce does have the right of set-off and/or suspension in the event of outstanding claims by the Counterparty or in cases where the Counterparty does not properly, fully, or perform its agreements.
  • These general terms and conditions also apply to future, additional, and/or follow-up assignments.
  • If the Counterparty has accepted the offer electronically, JJ-Commerce will promptly confirm receipt of the acceptance of the offer electronically.

Article 6. Right of Withdrawal/Revocation

  • A Consumer may terminate a distance Agreement or an Agreement concluded outside the sales area without stating reasons within a period of 14 (fourteen) days. In the case of consumer purchase, this period begins on the day on which the Consumer or a Third Party(ies) designated by the Consumer, who is not the carrier, has received the item.
  • If the Products offered by JJ-Commerce are made according to specific instructions or are custom-made for the Consumer/Counterparty, then those Products are intended exclusively for that individual buyer. On this basis, the right of withdrawal is therefore excluded for those Products, and the Consumer cannot make use of it.
  • Furthermore, an appeal to the right of withdrawal is excluded in the case of:
    • Products whose price is subject to fluctuations on the financial market over which JJ-Commerce has no influence and which may occur within the withdrawal period;
    • Products manufactured according to the Consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice, characteristics or decision of the Consumer, or which are clearly intended for a specific person;
    • Sealed Products that are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;
  • The exclusions referred to in paragraph 2 and paragraph 3 of this article shall take effect at the time that JJ-Commerce can no longer cancel its required order for the Agreement with its supplier free of charge.
  • If a Consumer can make use of his right of withdrawal, the Consumer must ensure that the Product is returned in the correct condition and on time.
  • The right of withdrawal explicitly does not apply if the Counterparty is not a Consumer.

Article 7. Exercise of the Right of Withdrawal

  • If the Consumer wishes to make use of his right of withdrawal, he/she must make this known to JJ-Commerce within the cooling-off period by means of the JJ-Commerce return form.
  • The Consumer shall return the Products as soon as possible, but no later than 14 (fourteen) days after he/she has made it known that he/she wishes to make use of the right of withdrawal. The Consumer shall return the Product with all delivered accessories, if reasonably possible in its original condition and packaging and in accordance with the reasonable and clear instructions provided by JJ-Commerce.
  • If the Products are not returned in their original condition, JJ-Commerce will withhold 20% of the amount to be refunded. The Consumer must indicate on the return form whether the Product is in the same condition at the time of return as the original condition upon receipt. The return form will indicate that the amount will be withheld if the Product is not in its original condition.
  • The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer. Any damage will be offset against the amount to be refunded.
  • During the cooling-off period, the Consumer will handle the Products carefully and will only unpack or use the Products to the extent necessary to test them. In this regard, the Consumer may test the Product as he/she would be able to do in the store.
  • When the Consumer acts in violation of this article, the Consumer is liable for the depreciation and/or damage to or to the Products.
  • The Consumer is only liable for depreciation of the Product if this is the result of a way of handling the Product than what is permitted according to article 9.6.
  • The Consumer is not liable for depreciation of the Product if JJ-Commerce has not provided him with all legally required information about the right of withdrawal before or at the conclusion of the Agreement.
  • If the Consumer makes use of his/her right of withdrawal, JJ-Commerce will refund this amount as soon as possible, but within 14 days of the return or withdrawal. JJ-Commerce may wait with the refund until it has received the Product or until the Consumer demonstrates that he has returned the Product, whichever time is earlier.
  • JJ-Commerce will use the same method of payment for the refund that the Consumer has used, unless the Consumer agrees to another method. The refund is free of charge for the Consumer.
  • If the Consumer has chosen a more expensive method of delivery than the cheapest standard delivery, JJ-Commerce does not have to reimburse the additional costs for the more expensive method.

Article 8. Obligations of the Counterparty

  • The Counterparty shall ensure that all data, documents, and information of which JJ-Commerce indicates that they are necessary for the execution of the Agreement or of which the Counterparty reasonably ought to understand that they are necessary for the execution of the Agreement are provided to JJ-Commerce in a timely, complete, truthful and correct form. JJ-Commerce is not obliged to check the accuracy of the data or documents provided. Any defects in this regard, or which are related to it, are therefore entirely at the expense and risk of the Counterparty. All costs incurred or to be incurred by JJ-Commerce as a result of incorrect information, the late or non-receipt of the required information and/or incomplete and/or incorrect documents provided by the Counterparty to JJ-Commerce will be charged to the Counterparty.
  • The Counterparty must inform JJ-Commerce of any special aids that are required or may be required for the delivery and/or placement of the Products, such as a mobile crane or (moving) elevator. The costs for these special aids are for the account and risk of the Counterparty, unless explicitly agreed otherwise In Writing.
  • The Counterparty is obliged to inform JJ-Commerce immediately about facts and circumstances that may be relevant in connection with the execution of the Agreement.
  • If the Counterparty fails to comply with these obligations, JJ-Commerce reserves the right, in addition to any sanctions as referred to in this article, to terminate the Agreement with immediate effect and to demand payment from the Counterparty for the hours already worked, the costs already incurred and/or the investments already made, without the Counterparty being able to claim compensation for damages or otherwise.

Article 9. Termination and Dissolution

  • The Agreement ends by operation of law when the Parties have fully fulfilled their obligations.
  • If the Counterparty fails to fulfill one or more of its obligations, fails to do so on time or properly, is declared bankrupt, applies for (provisional) suspension and/or postponement of payment, proceeds to liquidate its company, as well as when its assets are seized in whole or in part, JJ-Commerce has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default by means of a Written declaration, all at its discretion and always with preservation of any right accruing to it to compensation for costs, damage and interest.
  • If the Agreement is dissolved, the claims of JJ-Commerce on Counterparty are immediately due and payable.

Article 10. Liability

  • In the event the Counterparty is a Consumer:
    • The total liability of JJ-Commerce is limited to compensation for damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT). In no case will the total compensation for damage exceed the amount to be paid out by JJ-Commerce's liability insurance.
    • Not limited is the liability of JJ-Commerce for damage that is the result of intent or deliberate recklessness of JJ-Commerce.
  • In the event the Counterparty is acting in the exercise of a profession or business:
    • JJ-Commerce is not liable for indirect and direct damage. The liability of JJ-Commerce for damage that is the result of intent or deliberate recklessness of JJ-Commerce is not excluded.
    • If JJ-Commerce can nevertheless be held liable in a specific case, regardless of what is stipulated in this article, then this only applies to direct damage. In those cases, the total liability of JJ-Commerce will be limited to compensation for damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).
    • The amount of the compensation will never exceed the amount that JJ-Commerce's liability insurance pays out.
    • If JJ-Commerce can still be held liable for direct damage, direct damage is exclusively understood to mean:
      • the reasonable costs that the Counterparty would have to incur to bring JJ-Commerce's performance into compliance with the Agreement; however, this replacement damage will not be compensated if the Agreement is terminated by or on behalf of the Counterparty;
      • the reasonable costs incurred to determine the cause and extent of the damage insofar as this determination relates to damage within the meaning of these general terms and conditions;
      • the reasonable costs incurred to prevent or limit damage insofar as the Counterparty demonstrates that these costs have led to limiting damage within the meaning of these general terms and conditions.
    • The Counterparty indemnifies JJ-Commerce against any claims from Third Parties who suffer damage in connection with the execution of the Agreement.
  • General provisions regarding liability:
    • A condition for the creation of any right to compensation is always that the Counterparty reports the damage to JJ-Commerce In Writing as soon as possible after its occurrence. Any claim for compensation against JJ-Commerce expires by the mere expiry of 12 (twelve) months after the claim arises.
    • JJ-Commerce is not liable for damage caused by auxiliary persons as referred to in art. 6:76 BW.
    • JJ-Commerce is not liable for damage, of whatever nature, caused by JJ-Commerce assuming incorrect and/or incomplete data provided by the Counterparty or if the Counterparty has provided this data too late.
    • JJ-Commerce is not liable for any damage suffered by the Counterparty as a result of failure to comply with the obligations as described in Article 8 - 'Obligations of the Counterparty'.

Article 11. Force Majeure

  • In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of JJ-Commerce in the fulfillment of any obligation towards the Counterparty cannot be attributed to JJ-Commerce in the event of a circumstance independent of the will of JJ-Commerce, which wholly or partially prevents the fulfillment of its obligations towards the Counterparty or as a result of which the fulfillment of its obligations cannot reasonably be required of JJ-Commerce. These circumstances also include shortcomings of suppliers or other Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) threat of war, pandemics, epidemics, quarantines, sick leave, disability, strikes, government measures, and the defect of bicycles and equipment with which the Products must be transported or installed.
  • If a situation as referred to in paragraph 1 of this article occurs as a result of which JJ-Commerce cannot fulfill its obligations towards the Counterparty, then those obligations will be suspended as long as JJ-Commerce cannot fulfill its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties have the right to dissolve the Agreement In Writing in whole or in part. In that case, JJ-Commerce is not obliged to compensate any damage, even if JJ-Commerce enjoys any advantage as a result of the force majeure situation.
  • If the Agreement ends on the basis of force majeure, as referred to in this article, then JJ-Commerce is entitled to payment for the hours already worked or investments made at the time of the termination of the Agreement.

Article 12. Warranty for Products of JJ-Commerce

  • JJ-Commerce guarantees that the Products comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.
  • If a sample or model of the Product has been shown and/or provided to the Counterparty, this sample or model only serves as an indication of the Product, without the Product having to comply with it, unless the Parties have agreed otherwise In Writing.
  • Specifications of the surface or other dimensions and indications of Products are also only intended as an indication, without the Product having to comply with it.
  • The warranty periods for JJ-Commerce's Products are in principle 1 (one) year.
  • The warranty will lapse if:
    • Counterparty has placed, repaired and/or processed the delivered Products itself or has had them placed, repaired and/or processed by Third Parties;
    • the delivered Products are exposed to abnormal conditions or are otherwise treated carelessly or are used or treated contrary to the directions/instructions of JJ-Commerce and/or the directions/instructions mentioned on the packaging of the Product;
    • the unsoundness is wholly or partly the result of regulations imposed or to be imposed by the government with regard to the nature or quality of the materials used after the conclusion of the Agreement.
    • there are minor deviations from the desired properties, insofar as these are not important for the value and functionality of the Product;
    • the Product shows defects that are the result of normal wear and tear as a result of normal use.
  • If JJ-Commerce sends a replacement Product to Counterparty, Counterparty is obliged to return the defective Product to JJ-Commerce.
  • Replacement of the Product does not lead to a renewal and/or extension of the warranty period.

Article 13. Fee/Prices

  • All amounts are in euros and including sales tax and other levies imposed by the government unless otherwise agreed.
  • During the period of validity stated in the offer, the prices of the Products offered will not be increased, except for price changes as a result of changes in VAT rates.
  • JJ-Commerce reserves the right to apply an inflation correction once (once) a year.
  • A composite quotation does not oblige JJ-Commerce to perform a part of the Agreement for a corresponding part of the specified amount.
  • All prices quoted by JJ-commerce are subject to typing and calculation errors.
  • Discounts and quoted amounts do not automatically apply to future and/or follow-up Agreements. Parties must explicitly agree to this In Writing.

Article 14. Payment and Billing

  • Counterparty is obliged to pay the amount due immediately at the time of checkout through one of the available payment methods in JJ-Commerce's webshop, unless agreed otherwise In Writing.
  • Unless otherwise stipulated in the Agreement or additional conditions, the amounts owed by the Counterparty must be paid within 14 days of the invoice date.
  • In the event that delivery takes place by means of partial deliveries, the payment period starts after each partial delivery for the part already delivered, unless explicitly agreed otherwise In Writing between the Parties.
  • The Counterparty is obliged to report inaccuracies in provided or stated payment details to JJ-Commerce immediately.
  • If Counterparty does not fulfill its payment obligation(s) on time, it will be reminded of the late payment by JJ-Commerce and the Counterparty will be granted a period of 7 (seven) days to still fulfill its payment obligations. If payment is not made within this seven-day period, the Counterparty is in default. As a result, Counterparty is also due the statutory (commercial) interest on the amount still due. In addition, JJ-Commerce is entitled to charge the extrajudicial collection costs incurred by him.
  • In the case of an Agreement with a Consumer, a period of 14 (fourteen) days applies instead of a period of 7 (seven) days for the term in the previous paragraph.
  • In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payment or a debt restructuring under the WSNP (Debt Restructuring Natural Persons Act), the claims of JJ-Commerce on Counterparty and the obligations of Counterparty to JJ-Commerce are immediately due and payable.
  • Payments made by Counterparty are always used first to settle all interest and costs due, secondly to settle due and payable invoices that have been outstanding the longest, even if Counterparty indicates that the payment relates to a later invoice.

Article 15. Delivery

  • The place of delivery is the address that the Counterparty has made known to JJ-Commerce (when entering into the Agreement).
  • The delivery period does not start until all data necessary for the delivery of the Product is known to JJ-Commerce.
  • If delivery of an ordered Product proves to be impossible, JJ-Commerce will make efforts to make a replacement Product available. At the latest upon delivery, but if possible before shipment, it will be clearly and understandably stated that a replacement item is being delivered. In the case of replacement items, the right of withdrawal cannot be excluded, and the Counterparty can therefore return the replacement item to JJ-Commerce in accordance with the provisions of articles X and X. The costs of a possible return shipment are for the account of JJ-Commerce.
  • The risk of damage and/or loss of Products rests with JJ-Commerce until the moment of delivery and placement at the Counterparty or a previously designated and known to JJ-Commerce representative, unless explicitly agreed otherwise.
  • If the Products are delivered, JJ-Commerce is entitled to charge any delivery costs, unless agreed otherwise In Writing.
  • All delivery periods are indicative. The Counterparty cannot derive any rights from any mentioned terms. Exceeding a term therefore does not entitle the Counterparty to compensation.
  • Counterparty is in principle obliged to purchase the Products at the moment that JJ-Commerce delivers them to him or has them delivered. If Counterparty refuses to purchase, is not present at the time of delivery or is negligent in providing information or instructions that are necessary for the delivery as a result of which a new delivery moment must be realized, JJ-Commerce is entitled to have this delivery carried out at the expense of the Counterparty.

Article 16. Complaints

  • Counterparty can no longer invoke a defect in performance if he has not protested to JJ-Commerce about the matter within 2 (two) months after he has discovered the defect or should reasonably have discovered it. If there is a visible defect upon delivery, a period of 48 (forty-eight) hours applies.
  • The Counterparty must in any case give JJ-Commerce 4 (four) weeks to resolve the complaint in mutual consultation.
  • If a complaint has not been reported to JJ-Commerce within the periods mentioned in the preceding paragraphs, the Product is deemed to comply with the Agreement and to function in accordance with the Agreement.
  • Complaints do not suspend the payment obligation of the Counterparty if the Counterparty is acting in the exercise of a profession or business.
  • If the complaint is declared well-founded within the set period, JJ-Commerce has the right to redeliver or to refrain from delivery and give Counterparty a refund for (that part of) the purchase price.
  • Minor and/or industry-standard deviations and differences in quality, quantity, size or finish of the Products cannot be invoked against JJ-Commerce.
  • Complaints relating to a specific Product do not affect other Products belonging to the same Agreement.

Article 17. Right to Property

  • Rights and obligations of the Counterparty from this Agreement cannot be transferred to a Third Party without the prior Written consent of JJ-Commerce. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 BW.
  • Rights and obligations of JJ-Commerce from this Agreement may be transferred to Third Parties. If the Counterparty is a Consumer, the Counterparty is entitled to terminate the Agreement if the rights and obligations of JJ-Commerce are transferred to a Third Party. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 BW.

Article 18. Retention of Title

  • The ownership of all items sold and delivered by JJ-Commerce to Counterparty remains with JJ-Commerce:
    • if and insofar as Counterparty has not yet paid the claims under the Agreement or previous similar Agreements;
    • if and insofar as Counterparty has not yet paid the claims arising from future Agreements that relate to situations as described in Article 3:92 paragraph 2 BW;
    • if and insofar as Counterparty has not yet paid JJ-Commerce's claims for failure to comply with such obligations, including claims for fines, interest, and costs, all as referred to in Article 3:92 BW.
  • The Counterparty is not authorized to pledge the items subject to the retention of title or to encumber them in any other way.
  • If Counterparty has acquired ownership of the items delivered under retention of title by accession or mixing and Counterparty has not yet paid the claims as referred to in paragraph 1, Counterparty is obliged at JJ-Commerce's request to transfer the delivered items back to JJ-Commerce. If this requires the establishment of a right of superficies as referred to in art. 5:101 BW, Counterparty is obliged to cooperate with this.
  • If Third Parties seize the items delivered under retention of title, or wish to establish or assert rights to them, Counterparty is obliged to inform JJ-Commerce of this as quickly as can reasonably be expected.

Article 19. Additional Work

  • If, at the request of Counterparty or at its own request, with prior Written consent from Counterparty, JJ-Commerce has performed work or other services that fall outside the scope or scope of the Agreement, then these work or services will be compensated by Counterparty according to the usual rates of JJ-Commerce. Counterparty is never obliged to comply with such a request and may require that a separate Written Agreement be concluded for this.
  • The 'scope of the Agreement' includes in any case the activities mentioned in the quotation or in the offer of JJ-Commerce accepted by Counterparty. Everything that falls outside this is in any case seen as additional work. This applies unless explicitly agreed otherwise In Writing between the Parties.
  • Counterparty accepts that the agreed objectives and expectations may be influenced by work or services as referred to in paragraph 1 of this article.
  • Insofar as a fixed amount has been agreed for the Services, JJ-Commerce will always inform Counterparty In Writing in advance about the financial consequences of the additional work.

Article 20. Intellectual Property

  • All intellectual property rights that relate to and/or are the result of the Agreement performed by JJ-Commerce rest with JJ-Commerce. Counterparty only acquires the non-exclusive and non-transferable rights of use that are explicitly granted in these general terms and conditions and the law. Any other or further right of Counterparty is excluded.
  • Unless explicitly agreed otherwise In Writing, the Counterparty is not authorized to grant sub-licenses to Third Parties.
  • Counterparty indemnifies JJ-Commerce against the claims of Third Parties regarding intellectual property rights.
  • If Counterparty acts in violation of this article, Counterparty will owe an immediately due and payable penalty of 3x (three times) the amount stipulated for that Agreement, without prejudice to JJ-Commerce's right to claim (additional) compensation for damages.

Article 21. Management

  • JJ-Commerce is at all times entitled to make changes to the technical and non-technical facilities with regard to the Services.
  • Counterparty will act and behave in accordance with what may be expected of a responsible and careful user of the Service(s).
  • Counterparty is always responsible for any use - including unauthorized use - that is made of the user and access rights granted to it. Counterparty will take appropriate and reasonable measures to prevent misuse and/or unauthorized use. Counterparty is not permitted to share user and/or access rights with Third Parties, unless the Parties have agreed otherwise In Writing.
  • Counterparty will follow the instructions given by JJ-Commerce for the use of the Service(s) at all times.
  • A change that, in JJ-Commerce's reasonable opinion, requires a significant, non-temporary adjustment on the part of the Counterparty will be made known to Counterparty as soon as possible. Counterparty cannot claim compensation or compensation for damage, however, it has the right to terminate the Agreement as of the day of the announced change.
  • JJ-Commerce reserves the right to discontinue/remove technical Services if these cause a malfunction or delay of the system. JJ-Commerce assesses whether there is such a malfunction or delay and can block, remove or discontinue the technical Services without prior notice to Counterparty, or otherwise take measures to remedy the malfunction or delay. Counterparty is never entitled to compensation or compensation in these circumstances, nor can it terminate the Agreement.
  • JJ-Commerce is entitled to temporarily suspend or limit the use of its Services without prior notice insofar as this is necessary for the reasonably required maintenance or for the adjustments or improvements of the Services that must be carried out by (or on behalf of) JJ-Commerce without this creating a right to compensation or compensation from Counterparty to JJ-Commerce.

Article 22. Alternative Dispute Resolution

  • If disputes arise between JJ-Commerce and Counterparty about the formation or execution of the Agreement, both Parties may opt for alternative dispute resolution instead of the regular recourse to the courts.
  • In the event Counterparty is a Consumer and JJ-Commerce makes the choice for alternative dispute resolution, JJ-Commerce informs the Consumer of this. Consumer has the possibility to still opt for regular legal proceedings. Counterparty must notify JJ-Commerce In Writing of this choice within 1 (one) month after JJ-Commerce's choice for alternative dispute resolution has been made known to Counterparty.

Article 23. Applicable Law

  • Agreements between JJ-Commerce and Counterparty are exclusively governed by Dutch law.
  • Disputes between Parties will be tried to be resolved as much as possible through good consultation. All disputes between Counterparty and JJ-Commerce will be exclusively settled by the competent court in the district in which JJ-Commerce is established.
  • The applicability of the Vienna Sales Convention is excluded.

Article 24. Survival

  • The provisions of these general terms and conditions and the Agreement that are intended to retain their validity after termination of the agreement will remain in full force and effect after the termination of the Agreement.

Article 25. Modification or Addition

  • JJ-Commerce is entitled to unilaterally amend or supplement these general terms and conditions. In that case, JJ-Commerce will inform Counterparty in a timely manner of the changes or additions.
  • There will be at least 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.
  • In the event Counterparty is a Consumer, Counterparty has the option of refusing the amendment of these general terms and conditions or it may terminate the Agreement.
  • If the amendment as referred to in the previous paragraph is based on a valid reason mentioned in the Agreement, Counterparty has no right to refuse the amendment or terminate the Agreement. An example of a valid reason is a change in the law that requires the conditions to be adjusted.

I've tried to be as accurate as possible with the legal terminology. However, it's always a good idea to have any legally binding document reviewed by a professional translator or legal expert.