General therms

General Purchase and Delivery Terms Jilain Version 2.0 2023

Article 1 - Definitions

Jilain:
Registered with the Business Register of the Chamber of Commerce under number 70555893 and established in (7468 AK) Enter (municipality of Wierden) at Disselsweg 1.

Counterparty:
The party, a natural person or legal entity, that has entered into an agreement with Jilain, to whom Jilain has made an offer or who has any other legal relationship with Jilain.

Agreement:
Every verbal or written agreement entered into between Jilain and the Counterparty, including a remote agreement, any amendment or supplement thereto, and all (legal) acts in preparation and performance of that agreement.

Parties:
Jilain & the Counterparty both

Product(s):
The charging infrastructure/items specified in the Agreement that Jilain will provide to the customer.

Article 2 - Applicability

These General Purchase and Delivery Terms of Jilain (hereinafter: “Terms”) apply to every offer and quotation of Jilain and to every Agreement between Jilain and the Counterparty.

Quotations and offers

Any changes or exceptions to the terms of this Agreement will only be valid if they are agreed upon in writing by both parties and only apply to the specific Agreement they are made for. Otherwise, all other Terms will remain in full effect.

Acceptance of the quotation invalidates the applicability of any other terms or conditions of the Counterparty.

Article 3 - Applicability

These Terms apply to every offer made by Jilain and to every (Distance) Agreement concluded between Jilain and the Counterparty.

Prior to finalising the Distance Agreement, the contents of these Terms shall be made available to the Counterparty. If this is not reasonably possible, it shall be indicated prior to the conclusion of the Distance Agreement that the Terms can be inspected at Jilain and that they can be sent free of charge to the Counterparty at its request as soon as possible.

If the Distance Agreement is concluded electronically, contrary to the previous paragraph and before the Distance Agreement is concluded, the contents of these Terms can be made available to the Counterparty electronically in such a way that the Counterparty can store it in a simple manner on a sustainable data carrier. If this is not reasonably possible, prior to the conclusion of the Distance Agreement, it shall be indicated where the Terms can be inspected electronically and that they will be sent electronically or otherwise free of charge at the request of the Counterparty.

If specific product or service conditions apply in addition to these Terms, the second and third paragraphs shall apply mutatis mutandis, and in the event of conflicting conditions, the Counterparty may always invoke the applicable provision that is most favourable to it.

Article 4 - The offer

If there are any time restrictions or conditions attached to an offer, they shall be clearly stated within the offer.

The offer includes a precise and comprehensive explanation of the products and/or services being offered. The description is sufficiently detailed to enable the Counterparty to assess the offer properly. If Jilain uses images, these shall be a truthful representation of the products and/or services offered. Any obvious mistakes or errors in the offer do not bind Jilain.

Every offer provides clear information to the Counterparty about the rights and obligations that come with accepting it. This pertains specifically to:

the price, including taxes;
the possible costs of delivery;
how the Agreement snall be concluded and which actions are necessary for that;
whether or not the right of withdrawal is applicable;
the method of payment, delivery or version of the Agreement;
the period for accepting the offer or the period for adhering to the price;
the going rate of distance communication if the costs of using the technology for distance communication are calculated on a basis other than the basic rate;
in case the Agreement is archived after its conclusion, the manner in which the Counterparty can consult it;
in case the Agreement is archived after its conclusion, the manner in which the Counterparty can consult it;
any languages other than Dutch in which the Agreement may be concluded;
the codes of conduct to which Jilain is subject and how the Counterparty can consult these codes of conduct electronically;
and the minimum duration of the Distance Agreement in case of an understanding of continuous or periodic delivery of products or services.

Article 5 - The Agreement

Subject to the provisions of paragraph 4, the Agreement is concluded when the Counterparty accepts the offer and fulfils the stipulated Terms.

If the Counterparty has accepted the offer electronically, Jilain shall immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has yet to be confirmed, the Counterparty may dissolve the Agreement.

If the Agreement is concluded electronically, Jilain shall take appropriate technical and organisational measures to protect the electronic transfer of data and ensure a secure web environment. If the Counterparty can pay electronically, Jilain shall ensure appropriate security measures for this purpose.

Jilain has the right, within legal boundaries, to verify if the Counterparty can fulfil its payment obligations. Additionally, Jilain has the right to consider all relevant information and factors before making a responsible decision regarding the Distance Agreement. If, based on this investigation, Jilain has reasonable grounds not to enter into the agreement, it is entitled to refuse an order or application or to attach special conditions to the execution while stating its reasons.

Together with the product or service, Jilain shall send the Counterparty the following information, in writing or in such a way that the Counterparty can store it in an accessible manner on a durable data carrier:

the visiting address of the branch of Jilain where the Counterparty can address complaints;
the conditions under which and how the Counterparty can exercise the right of withdrawal or an explicit notification regarding the exclusion of the right of withdrawal;
the information on existing after-sales service and guarantees;
the data included in Article 4, paragraph 3 of these Terms, unless Jilain has already provided this data to the Counterparty prior to the execution of the Agreement;
the requirements for terminating the Agreement if the Agreement has a duration of more than one year or is of indefinite duration.
If Jilain has undertaken to deliver a series of products or services, the provision in the previous paragraph shall only apply to the first delivery.

Article 6a - Right of withdrawal on delivery of products

When purchasing products, the Counterparty can dissolve the Agreements without giving reasons for seven working days, provided the packaging is unopened. This period commences the day after receipt of the product by or on behalf of the Counterparty.
During this period, the Counterparty shall handle the product and packaging with care. They shall only unpack or use the product to the extent necessary to assess whether they wish to keep the product. If they exercise their right of withdrawal, they must return the product along with any accessories that were included, and if possible, in its original condition and packaging. Jilain will provide clear and reasonable instructions for the return process.
The right of withdrawal does not apply to charging stations. This is because each charging station is custom-made.

Article 6b - Right of withdrawal upon delivery of services

In the case of delivery of services, the Counterparty has the possibility of dissolving the Agreement without giving reasons during seven working days starting on the day of entering into the Agreement.

Article 7 - Right of withdrawal costs

If the Counterparty exercises its right of withdrawal, it shall bear the delivery and return costs at most. The amount paid minus shipping costs shall be refunded.

If the Counterparty has made a payment, Jilain shall promptly refund the amount. The refund shall be completed within 30 days following the return or cancellation.

Article 8 - Exclusion of the right of withdrawal

If the Counterparty does not possess a right of withdrawal, Jilain must clearly state this in the offer or within a reasonable time before concluding the Agreement before this exclusion can be considered applicable.

Exclusion of the right of withdrawal is only possible for products under the following conditions:

Jilain created them per the specifications of the Counterparty;
they are clearly personal in nature;
they cannot be returned due to their nature;
they spoil or age quickly;
their price is subject to fluctuations in the financial market over which Jilain has no influence;
for individual newspapers and magazines;
hardware and software, of which the Counterparty has broken the seal.

Exclusion of the right of withdrawal is only possible for services that:

a) concern accommodation, transport, restaurant businesses or leisure activities to be performed on a specific date or during a specific period;
b) the delivery of which commenced with the Counterparty’s express consent before the expiry of the cooling-off period;
c) concern bets and lotteries.

Article 9 - The price

During the validity period stated in the offer, the prices of the products and/or services on offer shall not be increased, except for price changes due to changes in VAT rates.

Contrary to the previous paragraph, Jilain might provide products or services whose costs are tied to changes in the financial market, and Jilain has no control over them. Thus, the prices may vary. This link to fluctuations and the fact that any prices stated are target prices shall be communicated with the offer.

Price increases within 3 months after the conclusion of the Agreement are only allowed if they result from statutory regulations or provisions.

Price increases from 3 months after the conclusion of the Agreement are only allowed if Jilain has stipulated them and:

they are the result of statutory regulations or provisions; or
the Counterparty is authorised to terminate the Agreement by the day the price increase takes effect.

the Counterparty is authorised to terminate the Agreement by the day the price increase takes effect.

Article 10 - Conformity and Warranty

Jilain guarantees that the products and/or services comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the statutory provisions and/or government regulations existing on the date the Agreement was concluded.

An arrangement offered as a guarantee by Jilain, the manufacturer or importer does not affect the rights and claims that the Counterparty may assert against Jilain under the law and/or the Distance Agreement in respect of a shortcoming in the fulfilment of Jilain’s obligations.

Article 11 - Delivery and execution

Jilain shall take the greatest possible care when receiving and executing product orders and when assessing requests for the provision of services.

The place of delivery is the address that the Counterparty has made known to Jilain.

With due observance of Article 4 of these Terms, the Company shall execute accepted orders with due speed but at the latest within 30 days unless a more extended delivery period has been agreed. If delivery is delayed or an order cannot or can only be partially carried out, the Counterparty shall be informed no later than one month after the order was placed. In that case, the Counterparty has the right to dissolve the Agreement without costs and the right to possible damages.

If dissolution occurs, following the paragraph above, Jilain shall promptly refund the Counterparty the amount paid. This occur no later than 30 days after the dissolution takes place.

If delivery of an ordered product turns out to be impossible, Jilain shall make an effort to provide a replacement article. At the latest upon delivery, it shall be clearly and comprehensibly stated that a replacement article is being delivered. With replacement articles, the right of withdrawal cannot be excluded. Jilain shall bear the costs of the return shipment.

The risk of damage and/or loss of products rests with Jilain until the moment of delivery to the Counterparty unless explicitly agreed otherwise.

Article 12 - Continuing performance agreement

The Counterparty may terminate an Agreement that has been entered into for an indefinite period at any time with due observance of termination rules agreed for that purpose and a notice period of no more than one month.

An Agreement entered into for a definite period has a maximum term of two years. If both parties have agreed that in case the Counterparty remains silent, the Distance Agreement shall be extended, then the Agreement shall continue for an indefinite period. The notice period after the continuation of the Agreement shall be one month at maximum.

Article 13 - Payment

Unless otherwise agreed, the Counterparty is required to pay the owed amounts within fourteen days of receiving the goods. If the Agreement involves the provision of a service, payment must be made within 14 days of the issuance of the relevant documents.

When selling products to Counterparties, Terms may never stipulate an advance payment of more than 90%. When advance payment has been specified, the Counterparty may not assert any rights regarding the execution of the order or service(s) in question before the stipulated advance payment has been made.

The Counterparty is obliged to immediately report inaccuracies in payment details provided or stated to Jilain.

In case of non-payment by the Counterparty, Jilain is entitled, subject to legal restrictions, to charge the reasonable costs made known to the Counterparty in advance.

Article 14 - Complaints procedure

Jilain shall have a sufficiently publicised complaints procedure and shall handle complaints according to this procedure.

If any issues arise concerning executing the Agreement, the Counterparty should promptly contact Jilain. Counterparty must provide a detailed and precise description of the problem after discovering any defects.

Complaints submitted to Jilain shall be answered within 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, Jilain shall reply within the 14-day period with a notice of receipt and an indication of when the Counterparty can expect a more detailed reply.

Article 15 - Supplementary or deviating provisions

Additional provisions or provisions deviating from these Terms may not be to the Counterparty’s detriment. They must be laid down in writing or in such a way that the Counterparty can store them in an accessible manner on a durable data carrier.

These Terms may have been translated from Dutch into a foreign language. If there are any discrepancies between the translated and original Dutch texts, the Dutch text shall take precedence.