1 Definitions

OrionFlux: OrionFlux, located in Groningen, registered with the Chamber of Commerce under no. 80124461.
Customer: the party with whom OrionFlux has entered into an agreement.
Parties: OrionFlux and the customer together.
Consumer: a customer who is also an individual acting as a private person.

2 Applicability of General Terms and Conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of OrionFlux.
Parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
Parties explicitly exclude the applicability of any additional or deviating general terms and conditions from the customer or third parties.

3 Offers and Quotations

Offers and quotations from OrionFlux are without obligation, unless expressly stated otherwise.
An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation.
If the customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
Offers and quotations do not apply to repeat orders, unless parties have expressly agreed to this in writing.

4 Acceptance

Upon acceptance of a non-binding quotation or offer, OrionFlux reserves the right to withdraw the quotation or offer within 3 days of receiving the acceptance, without the customer being able to derive any rights therefrom.
Oral acceptance by the customer only binds OrionFlux after the customer has confirmed it in writing or electronically, or after the customer has fulfilled the payment as stated in the quotation, unless OrionFlux’s general terms and conditions were communicated to and accepted by the customer prior to acceptance.

5 Prices

All prices used by OrionFlux are in euros, exclusive of VAT and exclusive of any other costs such as administrative costs, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or otherwise agreed.
OrionFlux may change all prices used for its services, on its website, or otherwise made known, at any time.
For the provision of services by OrionFlux, parties shall agree on a total amount as a target price, unless parties have expressly agreed on a fixed price in writing.
OrionFlux is entitled to deviate from the target price by up to 10 percent.
If the target price is expected to be more than 10 percent higher, OrionFlux must inform the customer in a timely manner why a higher price is justified.
If the target price is expected to be more than 10 percent higher, the customer has the right to cancel the part of the assignment that exceeds the target price plus 10 percent.
OrionFlux has the right to adjust prices annually.
OrionFlux will communicate price adjustments to the customer prior to their commencement.
The consumer has the right to terminate the agreement with OrionFlux if they do not agree with the price increase.

6 Payments and Payment Terms

OrionFlux may require a down payment of up to 50 percent of the agreed amount upon entering into the agreement.
The customer must fulfill post-delivery payments within 1 month of delivery.
Payment terms are considered final deadlines. If the customer has not paid by the last day of the payment term at the latest, they are in default by operation of law without OrionFlux having to issue a notice of default.
OrionFlux reserves the right to make a delivery dependent on immediate payment or to demand security.

7 Consequences of Late Payment

If the customer does not pay within the agreed term, OrionFlux is entitled to charge statutory commercial interest from the day the customer is in default.
When the customer is in default, they also owe extrajudicial collection costs.
When the customer fails to pay on time, OrionFlux may suspend its obligations.
In the event of liquidation, bankruptcy, or suspension of payment of the customer, all claims are immediately due and payable.
If the customer refuses to cooperate, they remain obliged to pay.

8 Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation.

9 Set-off

Unless the customer is a consumer, the customer waives the right to set-off.

10 Insurance

The customer undertakes to adequately insure delivered items and items belonging to OrionFlux that are in their possession against fire, water damage, and theft, and must show the policy upon request.

11 Warranty

Agreements of a service-providing nature contain only an obligation of best efforts and not an obligation of result.

12 Execution of the Agreement

OrionFlux shall execute the agreement to the best of its knowledge and ability.
OrionFlux has the right to have work performed by third parties.
Execution takes place after written approval and any advance payment.
Delays caused by the customer are at the customer’s expense.
The customer is entitled to two feedback rounds, unless otherwise agreed in writing.
Extra feedback rounds may be invoiced additionally.
After final approval, OrionFlux is not liable for errors resulting from customer feedback.

13 Provision of Information by the Customer

The customer shall provide all relevant information in a timely manner.
The customer guarantees the accuracy and completeness thereof.
Delays due to missing information are at the customer’s expense.

14 Duration of the Agreement Regarding a Service

Agreements are entered into for 3 months unless otherwise agreed.
Afterwards, they are tacitly renewed for an indefinite period with a notice period of 2 months for business customers and 1 month for consumers.

15 Termination of Fixed-Term Service Agreement

Fixed-term agreements cannot be terminated prematurely.
After 1 year, a notice period of 3 months applies for business customers and 1 month for consumers.

16 Intellectual Property

OrionFlux retains all intellectual property rights to all designs, quotations, and creations unless otherwise agreed in writing.
These may not be used or shared without permission.

17 Penalty Clause

In the event of a violation of intellectual property or confidentiality, the customer shall forfeit an immediately payable fine of 1,000 euros as a consumer or 5,000 euros as a legal entity, increased by 5 percent for each day the violation continues.

18 Indemnification

The customer indemnifies OrionFlux against claims from third parties related to delivered products or services.

19 Complaints

The customer shall examine delivered performances as soon as possible.
Complaints must be reported within 1 month of discovery, and for consumers within 2 months.
A complaint does not suspend payment obligations.

20 Notice of Default

Notices of default must be submitted in writing.

21 Joint and Several Liability of the Customer

In the case of multiple customers, each is jointly and severally liable.

22 Liability of OrionFlux

OrionFlux is only liable in the event of intent or deliberate recklessness.
Liability is limited to direct damage and up to a maximum of the amount paid out by insurance or the invoice amount to which the liability relates.
Indirect damage is excluded.

23 Limitation Period

The right to compensation expires 12 months after the event.

24 Right to Dissolution

The customer may dissolve the agreement in the event of an attributable failure after a notice of default.
OrionFlux may dissolve the agreement in the event of non-performance by the customer.

25 Force Majeure

Force majeure is understood to mean any non-attributable failure, including power failures, government measures, and failures of third parties.
In the event of force majeure, obligations are suspended.
After 30 days, parties may dissolve the agreement.

26 Amendment of the Agreement

Amendments shall take place in mutual consultation.

27 Amendment of General Terms and Conditions

OrionFlux may amend the terms and conditions.
Consumers may terminate the agreement in the event of a substantial amendment.

28 Transfer of Rights

Rights of the customer cannot be transferred without written permission.

29 Consequences of Nullity

The nullity of a provision does not affect the other provisions.

30 Applicable Law and Competent Court

Dutch law applies to every agreement.
Disputes shall be submitted to the competent court in the district where OrionFlux is established.