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 GENERAL TERMS AND CONDITIONS
 

Art. 1: GENERAL

  1. These terms and conditions apply to every offer, quotation, and agreement between Optum Nova and a Client where Optum Nova has declared these terms and conditions applicable, unless the parties explicitly and in writing deviate from these terms and conditions.
  2. These terms and conditions also apply to actions of third parties engaged by Optum Nova in the context of the assignment.
  3. These general terms and conditions are equally applicable to the management and employees of Optum Nova.
  4. The applicability of any purchase or other conditions from the Client is expressly rejected.
  5. If one or more provisions of these general terms and conditions are at any time wholly or partially void or nullified, the remaining provisions of these general terms and conditions will remain fully applicable. Optum Nova and the Client will then consult to agree on new provisions to replace the void or nullified provisions, maintaining the purpose and intent of the original provisions as much as possible.
  6. If there is ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should align with the spirit of these provisions.
  7. If a situation arises between the parties that is not covered by these general terms and conditions, this situation should be assessed in accordance with the spirit of these terms and conditions.
  8. If Optum Nova does not always demand strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that Optum Nova waives the right to demand strict compliance with the provisions in other cases.

Art. 2: QUOTATIONS AND OFFERS

  1. All quotations and offers from Optum Nova are non-binding unless a deadline for acceptance is specified in the quotation. If no acceptance deadline is specified, the offer will expire after 30 days.
  2. Optum Nova cannot be held to its quotations or offers if the Client can reasonably understand that these quotations or offers, or parts thereof, contain an apparent mistake or clerical error.
  3. The prices stated in a quotation or offer are exclusive of VAT, other government levies, and any costs incurred in the context of the agreement, such as travel, accommodation, shipping, and administrative costs, unless otherwise stated.
  4. If the Client's acceptance deviates (whether on minor points or not) from the offer in the quotation, Optum Nova is not bound by it. The agreement will not be concluded according to this deviating acceptance unless Optum Nova indicates otherwise.
  5. A combined price quote does not oblige Optum Nova to perform part of the assignment for a corresponding portion of the stated price. Offers or quotations do not automatically apply to future orders.

Art. 3: CONTRACT DURATION, DEADLINES, EXECUTION AND AMENDMENTS

  1. The agreement between Optum Nova and the Client is entered into for a fixed term unless the nature of the agreement dictates otherwise or the parties explicitly and in writing agree otherwise.
  2. If a term is agreed upon or specified for the execution of certain work or delivery of goods, this is never a strict deadline. If the term is exceeded, the Client must provide Optum Nova with written notice of default, allowing a reasonable period to fulfill the agreement.
  3. Optum Nova will execute the agreement to the best of its knowledge, ability, and craftsmanship based on the current state of knowledge.
  4. Optum Nova has the right to have certain tasks performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
  5. If tasks are performed at the Client's site or another location designated by the Client, the Client must provide the necessary facilities for Optum Nova's employees free of charge.
  6. Optum Nova may execute the agreement in phases and invoice separately for the completed parts.
  7. If the Client fails to provide required data on time, Optum Nova may suspend execution and charge additional costs caused by the delay. Execution will only begin after the required information is provided.
  8. Amendments to the agreement, whether initiated by the Client, authorities, or other parties, can affect the price, timeline, and scope of the agreement.

Art. 4: SUSPENSION, TERMINATION AND INTERIM CANCELLATION

  1. Optum Nova may suspend obligations or terminate the agreement if the Client fails to meet their obligations, or if circumstances lead to a justified expectation of non-compliance.
  2. Upon termination, all claims of Optum Nova against the Client become immediately due.
  3. Optum Nova is not liable for damages resulting from suspension or termination.
  4. If the agreement is terminated due to the Client's fault, the Client is liable for any resulting damages and costs incurred by Optum Nova.

Art. 5: FORCE MAJEURE

  1. Optum Nova is not obligated to fulfill its obligations if hindered by circumstances beyond its control and not attributable to its fault, including but not limited to strikes, natural disasters, and unforeseen delays.
  2. During a force majeure event, obligations are suspended. If the event lasts longer than 12 months, either party may terminate the agreement.
  3. Optum Nova may separately invoice completed parts of the agreement with standalone value.

Art. 6: PAYMENT AND COLLECTION COSTS

  1. Payment must be made within 10 days of the invoice date in the stated currency unless otherwise agreed.
  2. If the Client fails to pay on time, they are in default and owe statutory interest.
  3. All reasonable costs for collection, including legal and extrajudicial costs, are borne by the Client.

Art. 7: RETENTION OF TITLE

  1. Goods delivered by Optum Nova remain its property until all obligations under the agreement are fulfilled by the Client.
  2. The Client is not allowed to resell or encumber goods subject to retention of title.

Art. 8: WARRANTIES, INSPECTION AND COMPLAINTS

  1. Optum Nova ensures that its delivered goods meet reasonable expectations for use in the Netherlands.
  2. Warranties lapse in cases of improper use, modifications, or external circumstances beyond Optum Nova's control.
  3. Complaints must be reported in writing within the agreed timelines.

Art. 9: LIABILITY

  1. Optum Nova’s liability is limited to the invoice value of the order or the amount covered by its insurance.
  2. Liability only covers direct damages, excluding indirect or consequential damages, such as loss of profit or business interruption.

Art. 10: INDEMNIFICATION

The Client indemnifies Optum Nova against claims from third parties related to damages caused by the Client's actions during the execution of the agreement.

Art. 11: INTELLECTUAL PROPERTY

Optum Nova retains all intellectual property rights resulting from the agreement unless explicitly agreed otherwise.


Art. 12: GOVERNING LAW AND DISPUTES

  1. Dutch law applies to all legal relationships involving Optum Nova.
  2. Disputes are settled by the competent court in Optum Nova’s jurisdiction unless mandatory law stipulates otherwise.

Art. 13: AMENDMENTS AND ACCESSIBILITY

  1. These terms and conditions are available upon request via info@optumnova.nl and can be viewed online at https://optumnova.com/termsandconditions.
  2. The Dutch version of these terms prevails in case of disputes about interpretation.