Terms and Conditions

Article 1. Definitions

Terms and Conditions: these terms and conditions, which apply to all offers, quotations, agreements and deliveries from Breda Robotics.

Breda Robotics: Breda Robotics Foundation, located in (4814AZ) Breda at Slingerweg 7 D. Chamber of Commerce number: 74734717

Services: activities carried out by Breda Robotics, including but not limited to [...]

Client: the legal entity that acts in the exercise of a profession or business and enters into an Agreement with Breda Robotics.

Agreement: any agreement concluded between Breda Robotics and Client, including but not limited to the supply of Products and/or Services.

Parties: Breda Robotics and the Client jointly.

Article 2. Validity of these terms and conditions

These General Terms and Conditions apply to every offer, Agreement, delivery, and/or service provided by Breda Robotics. The application of general terms and conditions of the client or third parties is expressly excluded.

Article 3. Quotations

Unless expressly agreed otherwise, all Breda Robotics quotes are non-binding.

2. Breda Robotics quotations are valid for 30 days, unless otherwise stated. Breda Robotics shall only be bound by quotations if their acceptance by the other party is confirmed in writing within 30 days. Prices stated in the quotations are exclusive of VAT, unless otherwise stated.

Article 4. Agreements

  1. Agreements are established exclusively after the Client has confirmed their agreement to the quotation in writing or at the moment Breda Robotics commences the provision of Services, whichever occurs first.
  2. Any person who enters into an Agreement on behalf of or for the benefit of the Client shall be jointly and severally liable for all obligations arising from the Agreement.
  3. Breda Robotics has the right to have work carried out by third parties.
  4. The Client shall ensure that all information which Breda Robotics specifies as being necessary, or which the Client ought reasonably to understand to be necessary for the performance of the Agreement, is provided to Breda Robotics in good time. If the information required for the performance of the Agreement is not provided to Breda Robotics in good time, Breda Robotics shall be entitled to suspend the performance of the Agreement and/or to charge the Client for any additional costs arising from the delay in accordance with Breda Robotics’ standard rates.
  5. Breda Robotics shall not be liable for any damage, of whatever nature, caused by incorrect and/or incomplete information provided by the Client.
  6. Breda Robotics can check an application with, for example, Crimimail. Crimimail is an international database with information on dubious tenants, stolen goods, and ships. On the website: www.crimimail.com Could you please provide comprehensive information about this database.

Article 5. Amendment to Agreement

  1. Amendments or additions to the Agreement shall only be binding if confirmed in writing by Breda Robotics and the Client.
  2. If, during the performance of the Agreement, it becomes apparent that, in order to ensure its proper performance, it is necessary to amend or supplement the Services to be provided, the Parties shall amend the Agreement in good time and by mutual agreement.

Article 6. Termination of the Agreement

Breda Robotics shall have the right to terminate the Agreement with immediate effect and without prior notice or judicial intervention in case of the following situations described below:

  1. Following the conclusion of the agreement, circumstances have come to the attention of Breda Robotics that give Breda Robotics good reason to fear that the Client will not be able to fulfil its obligations;
    1. The payment term set by Breda Robotics is being exceeded;
    1. The Client has gone into liquidation or has applied for a moratorium on payments;
    1. Seizure of the Client's assets or claims is made;
    1. The Client (company) is dissolved or liquidated;
    1. The Client (natural person) is placed under guardianship or dies;
    1. The situation as described in Article 8(3).

Article 7. Payment Terms

  1. Upon receipt of the signed order confirmation, the payment terms set out in this article shall apply, unless otherwise agreed in writing.
  2. Breda Robotics will issue an invoice for the amount due, which must be paid by the Client within 14 days
  3. From the moment the Client is in default, the Client shall owe interest on the invoice amount at a rate of 2% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply.
  4. Any payments made by the Client shall always be applied, firstly, to settle all interest and costs due, and secondly, to settle the longest-outstanding invoices that are due and payable, even if the Client states that the payment relates to a different debt.
  • All costs of debt recovery, whether judicial or extrajudicial, shall be borne by the client, with the extrajudicial debt recovery costs set at no less than 15% of the principal sum, subject to a minimum of 70 euros.
  • Payment shall be made without any discount or set-off. The Client is not entitled to withhold payment in the event that the Client has, or claims to have, a claim against Breda Robotics.
  • Breda Robotics will issue an annual invoice for the partnership and the duration of the contract period.
  • There is no residual value for a cancelled or expired partnership.
  • Every December, Breda Robotics sets the rates for the coming year. The new rates automatically apply to all current contracts. The old rates will then cease to apply.

Article 8. The client’s obligations when using the Breda Robotics premises

  1. When booking the Breda Robotics venue, the Client is expected to be present at the time agreed with Breda Robotics. In the event of a no-show by the Client, the full amount of the booking fee, as agreed in advance, will still be payable.
  2. The Client is obliged to follow instructions from Breda Robotics or third parties engaged by Breda Robotics to ensure proper execution of the Agreement, and is liable for damage caused by any unauthorised conduct, to be assessed according to the standard of Breda Robotics.
  • The Agreement with the Client that causes or may cause such hindrance or nuisance that the proper execution of the agreement with them or with other members is seriously hindered or may be hindered, can be terminated by Breda Robotics in accordance with Article 6 of these General Terms and Conditions. All resulting costs shall be borne by the Client. This is in any case the case if the Client does not comply with the house rules of Breda Robotics. These house rules can be found on the website and can be read at the location.

Article 9. Communication

  1. The Client may only use the (trade) name and/or logo of Breda Robotics after obtaining (written) permission from Breda Robotics. Permission may be requested by sending an email to communication@breda-robotics.nl.
  2. The use of the Client's (trade) name and/or logo by Breda Robotics is only permitted after obtaining the Client's (written) permission. Permission can be requested by sending an email to the Client's contact person as listed in the partnership agreement.
  • Breda Robotics is permitted to use footage of Breda Robotics (for example, events) on which the Client appears only after prior permission from the Client, which permission shall not be unreasonably withheld.

Article 10. Loss of device with digital app/key

When a device containing a digital access key for the Breda Robotics space is lost or stolen, immediate notification must be made so that access can be revoked.

Article 11. Cancellations

When a reservation is made, for events, the cancellation conditions applicable to those events apply. For cancellation of business agreements and partnerships, the following applies:

  • In the event of cancellation more than 7 days before the booking date, the client is obliged to pay 60% of the booking value;
    • In the event of cancellation more than 4 days before the booking date, the client is obliged to pay 85% of the booking value;
    • In the event of cancellation 2 days or less before the booking date, or in the event of a no-show, the client is obliged to pay 100% of the booking value.

The booking of the space and/or machines is done in consultation with the director or board members of Breda Robotics. The agreements made with him/her apply.

Article 12. Complaints and claims

  1. Complaints about services rendered must be reported in writing to Breda Robotics by the Client within 3 days.
  2. As far as the nature of the complaint allows, Breda Robotics will handle the complaint within 5 days.
  3. The submission of complaints and/or claims does not relieve the Client of their agreed payment obligations.
  4. The Client can no longer rely on a defect in performance if they have not complained in writing to Breda Robotics within 3 days of discovering or reasonably ought to have discovered the defect.

Article 13. Breda Robotics Liability

With the exception of damage arising from a breach of confidentiality for which parties are unlimitedly liable, the following rules apply regarding liability:

  1. Breda Robotics shall at no time be liable for any loss or damage suffered by the Client. Breda Robotics shall only be liable for loss or damage attributable to, and resulting directly from, wilful misconduct or gross negligence on the part of Breda Robotics. Breda Robotics shall never be liable for consequential damage. The following, amongst other things, are therefore not eligible for compensation:
  2. Commercial damages, including, for example, consequential loss, loss of profit, loss of revenue, or reduced goodwill in the client's business or profession;
    1. Damage during construction. Damage during construction includes damage caused by or during the execution of the work to items being worked on or to items located in the vicinity of the work area.;
    1. Damage from theft or loss
  3. Breda Robotics' liability under the Agreement with the Client is in any event limited to the amount of the invoice to which the damage relates.
  4. To the extent that Breda Robotics incurs any liability, it shall be limited to the amount paid out by Breda Robotics’ insurer.
  5. If, in any circumstances, the insurer does not pay out or the damage is not covered by the insurance, Breda Robotics shall not be liable for any damage.
  6. Breda Robotics cannot be held liable for damage caused by actions or omissions contrary to the instructions of Breda Robotics or its employees, or by errors attributable to the Client.
  7. Breda Robotics accepts no liability for damage that is subject to a claim for compensation under another insurance policy.
  8. Breda Robotics is an innovative workshop. This means that the products made are also innovative and may possibly lead to a different outcome than assumed or expected beforehand. Breda Robotics is not liable for such outcomes.

Clients shall owe Breda Robotics all agreed fees at that time.

Article 14. Provision of personal data to third parties

  1. Breda Robotics shall not provide Client's personal data or personal data of users of Breda Robotics' premises to third parties, unless one of the exceptions mentioned in Article 15.2 applies.
  2. Breda Robotics is permitted to provide personal data to a third party:
    1. Unless the Client, partner, or user has expressly granted permission for it;
  • In the context of a legal requirement or judicial procedure;
    • To protect the rights or property of Breda Robotics;
    • To prevent a criminal offence or to protect national security;
    • In cases of suspected fraud or other illegal activities;
    • To protect the personal safety of other clients or users of Breda Robotics;
    • If it is necessary for the provision of services by Breda Robotics. The provision of services by Breda Robotics includes, among other things, an client or user being able to submit a request for work, office, or meeting space. Breda Robotics can forward this request to a party that offers such space.
  • Service providers engaged by Breda Robotics, such as, but not limited to, newsletter senders, are not considered third parties within the meaning of this article.
  • Breda Robotics has drafted a Privacy Statement detailing how it handles privacy-sensitive information.

Article 15. Force majeure

  1. Shortcomings by Breda Robotics in the performance of the agreement cannot be attributed to it in the event of force majeure.
  2. The term "force majeure" shall not be limited to war, mobilisation, civil unrest, floods, closed shipping lanes, other transport blockages, stagnation, or restriction or cessation of supply by public utility companies, shortages of gas, petroleum products, or other energy sources, fire, machine breakdown, and/or other accidents, strikes, lock-outs, trade union actions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, wilful misconduct, and/or gross negligence by auxiliary persons and/or similar circumstances, shall be considered not attributable to Breda Robotics and shall not give the Client the right to dissolve the agreement or to any form of compensation. Breda Robotics has the right to suspend the performance of its obligations if it is temporarily prevented from performing its obligations by circumstances which could not have been foreseen at the time of conclusion of the agreement and/or which lie outside its sphere of influence.
  • If the period during which performance of the obligations by Breda Robotics is impossible due to force majeure lasts longer than 2 months, both Parties shall be entitled to terminate the Agreement without any obligation to pay compensation existing in that case.
  • If, at the time the force majeure occurs, Breda Robotics has already fulfilled its obligations in part, or is only able to fulfil them in part, it shall be entitled to invoice the part already performed or capable of being performed separately, and the Client shall be obliged to pay this invoice.

Article 16. Partial invalidity

  1. If any of these (partial) provisions are in conflict with any legal provision, this shall not affect the validity of the remaining (partial) provisions.
  2. Unilateral cancellation, termination or rescission of the Agreement by the Client does not release the Client from its contractual obligations towards Breda Robotics, including the payment obligation that arose prior to the cancellation, termination or rescission. Any provision that is successfully annulled and/or void shall automatically be replaced by a valid provision, whereby the content and purport of the provision that has been proven to be absent shall be followed as much as possible.

Artikel 17. Geschillen

All disputes arising from offers, agreements, deliveries, and supplied services shall be subject to the judgment of the competent court of the Zeeland-West-Brabant court, Breda location.

Article 18. Applicable Law

Dutch law applies to any agreement between Breda Robotics and the Client, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Article 19. Confidentiality

This agreement and all information relating to it shall be deemed confidential information (“Confidential Information”).

The party receiving the Confidential Information (“Receiving Party”) shall not disclose Confidential Information of the disclosing party (“Disclosing Party”),

use or copy, except on a need-to-know basis and for no purposes other than to fulfil its own role and responsibilities as described in this Agreement.

These confidentiality provisions shall remain in effect after termination or expiration of this Agreement, for any reason whatsoever, for a period of three (3) years.

The confidentiality provisions in this article shall not impose any obligation on either party with respect to any portion of the Information that: a) at the time of disclosure is or thereafter becomes generally known to the public through no fault or breach by the Receiving Party;

  • was already known to the Receiving Party prior to its receipt from the Disclosing Party;
  • at any time by the Receiving Party independently of the information provided hereunder by the Disclosing Party; (d) rightfully obtained by the Receiving Party from other unrestricted sources; or (e) disclosed with prior written consent from the Disclosing Party.