Terms and Conditions

Article 1. Definitions

In these general terms and conditions, the following definitions shall apply:

1. Necessary Inventions B.V.: the company as defined in article 2 of these general conditions (hereinafter referred to as Necessary Inventions);
2. Counterparty: the client/client with whom Necessary Inventions has entered into an Agreement and/or the one who is in negotiation with Necessary Inventions about it;
3. Consumer: a natural person not acting in the exercise of a profession or business;
4. Agreement: any agreement / order between Necessary Inventions and the Other Party for the provision of services / delivery of goods by Necessary Inventions to the Other Party;
5. Party(ies): The Other Party and Necessary Inventions together or each as an individual contracting party;
6. Written/In writing: notification by e-mail, by mail or by WhatsApp;
7. Third Party(ies): other natural or legal persons who are not part of this Agreement;
8. Product(s): the Products offered by Necessary Inventions which may include, but are not limited to; plastic phone cases and snap-in charging cable.

Article 2. Identity of Necessary Inventions

Company name: Necessary Inventions
Street name and number: ‘t Slotje 3
Zip code and location: 5741 GG Beek en Donk
Chamber of Commerce number: 92173241

Article 3. General Provisions

1. These general conditions apply to any offer and all (legal) acts of Necessary Inventions and to any Agreement established between Necessary Inventions and the Other Party. 
2. 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 Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, then before the Agreement is concluded, it will be indicated where the general terms and conditions can be inspected electronically, or that they can be sent to the Other Party electronically or otherwise free of charge at the Other Party’s request.
3. Unless expressly agreed otherwise and in Writing, the applicability of other (general) terms and conditions is excluded.
4. Deviations or additions to these general terms and conditions shall be valid only if expressly agreed upon in Writing.
5. If Necessary Inventions does not always require strict compliance with these general conditions, this does not mean that the provisions thereof do not apply or that Necessary Inventions would in any way lose the right to require strict compliance with the provisions of these general conditions in other cases.
6. If and to the extent that on the grounds of reasonableness and fairness – or the unreasonably onerous nature of a provision – any provision of these general terms and conditions cannot be invoked, the provision in question shall in any event be accorded a corresponding meaning, as far as possible, as to its content and purport, so that it can be invoked.
7. Necessary Inventions is entitled to engage Third Parties for the execution of the Agreement.
8. The effect of article 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code (hereinafter “BW”) is/are excluded. This implies that in case of an assignment granted to Necessary Inventions for a certain reason, it does not automatically imply that Necessary Inventions is actually going to be the party carrying out the final assignment. Therefore, the assignment granted to Necessary Inventions by the Counterparty does not constitute an assignment granted to Necessary Inventions with a view to a particular person. Furthermore, if the assignment is given to Necessary Inventions as well as one or more other contractors, Necessary Inventions is not jointly and severally liable towards the Other Party, but only for its own share c.q. contribution to the assignment/agreement.

Article 4. The offer

1. If an offer has a limited period of validity or is made under (certain) conditions, this will be explicitly stated in the offer.
2. A quotation issued or an offer made by Necessary Inventions should be regarded as a non-binding offer, unless otherwise expressly agreed in writing by Necessary Inventions. A non-binding offer can be revoked by Necessary Inventions after acceptance. 
3. 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 Other Party. Obvious mistakes or errors about for example amounts displayed do not bind Necessary Inventions.

Article 5. The Agreement

1. The Agreement is established at the moment of acceptance by the Other Party of the offer and the fulfillment of the conditions (if any) set therein.
2. If any provision of these general terms and conditions or an Agreement turns out to be invalid or is nullified, this shall not affect the validity of the entire general terms and conditions or Agreement. The parties will consult in order to agree a new provision to replace the void or voided provision, taking into account as much as possible the purpose and intent of the void or voided provision.
3. Necessary Inventions reserves the right not to execute a concluded Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) fulfill its (financial) obligations. If Necessary Inventions refuses, it will inform the Other Party in writing of this refusal within a reasonable period after the conclusion of the Agreement.
4. The Other Party’s right of suspension and right of setoff are excluded if the Other Party is acting in the course of a profession or business.
5. In addition to the previous paragraph, Necessary Inventions does have the right of setoff and/or suspension in the event of outstanding claims of the Counterparty or in the cases where the Counterparty fails to properly, completely or fully perform his/her agreements. 
6. These general terms and conditions also apply to future, additional and/or follow-up assignments.
7. Agreed (on) delivery deadlines are always indicative deadlines. The deadlines for delivery or completion are not deadlines. Exceeding a term therefore does not entitle the Other Party to damages.
8. If the Other Party has accepted the offer electronically, Necessary Inventions will confirm the receipt of the acceptance of the offer electronically.

Article 6. Right of withdrawal

1. A Consumer may terminate a Distance Contract or a Contract concluded outside the sales area without giving reasons within a period of 14 (fourteen) days. This period in consumer purchases begins on the day on which the Consumer or a Third Party or Parties designated by the Consumer, who is not the carrier, received the item. 
2. If the Products offered by Necessary Inventions are made according to specific instructions or are custom-made for the Consumer/Worker, then those Products are exclusively intended 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. 
3. The exclusion mentioned in paragraph 2 of this article shall take effect at the moment when Necessary Inventions can no longer cancel its required order for the Agreement with its supplier free of charge.
4. If a Consumer can exercise their right of withdrawal, then the Consumer must take care to return the Product in the correct condition and on time. 
5. The right of withdrawal is expressly not applicable if the Other Party is not a Consumer.

Article 7. Exercise of the right of withdrawal

1. If Consumer wishes to exercise his/her right of withdrawal, he/she must do so within the withdrawal period by the method indicated.
2. Consumer sends back the Products as soon as possible, but no later than 14 (fourteen) days after he / she has made known that he / she wants to use the right of withdrawal. Consumer will return the Product with all accessories supplied, if reasonably possible in original condition and packaging and in accordance with the reasonable and clear instructions provided by Necessary Inventions.
3. The risk and burden of proof for the proper and timely exercise of the right of withdrawal lies with Consumer.
4. Consumer shall bear the direct cost of returning the Product.
5. During the reflection period, Consumer shall handle the Products with care and shall only unpack or use the Products to the extent necessary to test the Products. In doing so, Consumer may test the Product as he/she might do in a store.
6. If Consumer violates this article, then Consumer will be liable for any diminished value and/or damage to or from the Products.

Article 8. Liability 

In case the Other Party is a Consumer:

1. The total liability of Necessary Inventionsis limited to compensation for damages up to the amount of the fee stipulated for that Agreement (excluding VAT). In no case will the total compensation for damages exceed the amount to be paid by the liability insurance of Necessary Inventions. 
2. Not limited is the liability of Necessary Inventions for damages resulting from intentional or deliberate recklessness of Necessary Inventions.

In case the Other Party is acting in the exercise of a profession or business:

1. Necessary Inventions is not liable for indirect and direct damages. Not excluded is the liability of Necessary Inventions for damages resulting from intentional or deliberate recklessness of Necessary Inventions.
2. If Necessary Inventions can still be held liable in a concrete case, regardless of what is provided in this article, this applies only to direct damage. In such cases, the total liability of Necessary Inventions will be limited to compensation of damages up to the amount of the fee (excluding VAT) stipulated for that Agreement. 
3. The amount of compensation will never exceed the amount paid by the liability insurance of Necessary Inventions. 
4. If Necessary Inventions can nevertheless be held liable for direct damage, then direct damage is exclusively understood to mean:

1. the reasonable costs that the Other Party would have to incur to have the performance of Necessary Inventions comply with the Agreement; however, such replacement damage will not be compensated if the Agreement is dissolved by or on the demand of the Other Party;
2. the reasonable costs incurred to determine the cause and extent of the damage insofar as such determination relates to damage within the meaning of these general terms and conditions;
3. the reasonable costs incurred to prevent or limit damage insofar as the Counterparty demonstrates that these costs have led to a limitation of damage within the meaning of these general terms and conditions.

1. The Other Party indemnifies Necessary Inventions against any claims of Third Parties who suffer damage in connection with the execution of the Agreement.

General liability provisions:

1. Condition for the creation of any right to compensation is always that the Other Party reports the damage in writing to Necessary Inventions as soon as possible after its occurrence. Any claim for damages against Necessary Inventions expires by the mere lapse of 12 (twelve) months after the occurrence of the claim.
2. Necessary Inventions is not liable for damages inflicted by auxiliary persons as referred to in art. 6:76 BW. 
3. Necessary Inventions is not liable for damages of any kind, because Necessary Inventions has relied on incorrect and / or incomplete data provided by the Other Party or if the Other Party has provided such data too late.

Article 9. Force Majeure 

1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of Necessary Inventions in the fulfillment of any obligation towards the Other Party cannot be attributed to Necessary Inventions in case of a circumstance independent of the will of Necessary Inventions, as a result of which the fulfillment of its obligations towards the Other Party is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required from Necessary Inventions. These circumstances include failures of suppliers or other third parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures and the failure of bicycles and equipment with which the Products must be transported or assembled. 
2. If a situation as referred to in paragraph 1 of this article occurs as a result of which Necessary Inventions cannot fulfill its obligations towards the Other Party, then those obligations will be suspended for as long as Necessary Inventions cannot fulfill its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, then both Parties have the right to terminate the Agreement In Writing in whole or in part. Necessary Inventions shall in such case not be obliged to compensate any damage, even if Necessary Inventions enjoys any advantage as a result of the force majeure situation.
3. If the Agreement terminates on account of force majeure, as referred to in this article, Necessary Inventions shall be entitled to payment for the hours already worked or investments made at the time of the termination of the Agreement.

Article 10. Warranty for Products

1. Necessary Inventions guarantees that the Products comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and / or usability and the existing legal provisions and / or government regulations on the date of the conclusion of the Agreement.
2. The warranty periods for the Products of Necessary Inventions are in principle 1 (one) year.
3. The warranty is void if:

1. the delivered Products have been exposed to abnormal conditions or otherwise carelessly treated or have been used or treated contrary to the directions/instructions of Necessary Inventions and/or the directions/instructions mentioned on the packaging of the Product;
2. the defectiveness is entirely or partly the result of regulations that the government has imposed or will impose with regard to the nature or quality of the materials used after the conclusion of the Agreement.

Article 11 – Prices

1. All amounts are in the currency of the country of offer or in United States Dollars and include sales tax and other government levies unless otherwise agreed in writing.
2. Discounts and quoted amounts do not automatically apply to future Agreements.

Article 12 – Payment and billing

1. In the case of purchasing through the website, in most cases payment should be made immediately and in full.
2. In the event that payment is not made immediately, but it is agreed in the Agreement or any additional terms and conditions that payment is made by invoice, then the full invoice must be paid within 14 (fourteen) days of the invoice date.
3. Additional terms and conditions may apply if the Other Party chooses another payment method, including but not limited to:

• Credit Card
• Klarna
• iDEAL via Mollie

1. The Other Party has the duty to report inaccuracies in payment information provided or stated to Necessary Inventions without delay.
2. If the Other Party does not timely fulfill its payment obligation(s), it will be notified by Necessary Inventions of the late payment and the Other Party will be granted a period of 14 (fourteen) days to still fulfill its payment obligations. After failure to pay within this seven-day period, the Other Party is in default. As a result, the Other Party owes the statutory (commercial) interest on the amount due. In addition, Necessary Inventions is entitled to charge the extrajudicial collection costs incurred by him.
3. In case of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt restructuring under the WSNP, the claims of Necessary Inventions on the Other Party and the obligations of the Other Party towards Necessary Inventions are immediately due and payable.
4. The payments made by the Other Party will always serve to settle in the first place all interest and costs due, in the second place the due and payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.

Article 13. Delivery

1. The place of delivery is the address that the Other Party has made known to Necessary Inventions (when entering into the Agreement).
2. The delivery period does not commence until all information necessary for the delivery of the product is known to Necessary Inventions. 
3. The risk of damage and / or loss of Products rests with Necessary Inventions until the time of delivery and placement with the Other Party or a representative designated in advance and made known to Necessary Inventions, unless expressly agreed otherwise.
4. All delivery terms are indicative. The Other Party cannot derive any rights from any terms stated. Exceeding a term therefore does not entitle the Other Party to damages.

Article 14. Complaints

1. The counterparty can no longer claim a defect in the performance, if he has not protested to Necessary Inventions within 2 (two) months after he has discovered or reasonably should have discovered the defect. If there is a visible defect in (on) delivery, a period of 48 (forty-eight) hours applies.
2. The Other Party must in any case give Necessary Inventions 4 (four) weeks to resolve the complaint by mutual agreement. 
3. If a complaint has not been reported to Necessary Inventions within the time limits specified in the preceding paragraphs, then the Product shall be deemed to comply with the Agreement and to function in accordance with the Agreement. 
4. Complaints do not suspend the Other Party’s payment obligation if the Other Party is acting in the exercise of a profession or business.

Article 15. Transfer

1. Financial Rights and obligations of the Counterparty under this Agreement cannot be transferred to a Third Party without the prior Written consent of Necessary Inventions. This provision counts as a clause with effect under property law as referred to in article 3:83 paragraph 2 of the Dutch Civil Code. 
2. Rights and obligations of Necessary Inventions under this Agreement may be transferred to Third Parties. If the Other Party is a Consumer, then the Other Party is entitled to dissolve the Agreement if the rights and obligations of Necessary Inventions are transferred to a Third Party. This provision counts as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 16. Retention of title

1. The ownership of all items sold and delivered by Necessary Inventions to the Other Party will remain with Necessary Inventions:

1. if and insofar as the Other Party has not yet paid the claims under the Agreement or previous similar Agreements;
2. if and insofar as the Other Party has not yet paid the claims arising from future Agreements that relate to situations as defined in Article 3:92 paragraph 2 of the Dutch Civil Code;
3. if and insofar as the Other Party has not yet paid for the work performed or to be performed under this or similar Agreement(s); and/or
4. if and insofar as the Other Party has not yet paid the claims of Necessary Inventions due to failure in the fulfillment of such obligations, including claims in respect of fines, interest and costs, all this as referred to in article 3:92 Dutch Civil Code.

1. The Other Party is not authorized to pledge or otherwise encumber the items subject to retention of title.
2. Necessary Inventions will be entitled to unhindered access to the Product when exercising the retention of title. The Other Party will grant Necessary Inventions all cooperation in order to enable Necessary Inventions or the Third Party engaged by it to exercise the retention of title by repossession of the Product, including any necessary disassembly. The Buyer hereby unconditionally and irrevocably authorizes Necessary Inventions or a Third Party to be appointed by Necessary Inventions, in all cases where Necessary Inventions wants to exercise its property rights, to enter all those places where the property will be located and to take those goods there.
3. If the Other Party has obtained the ownership of the goods delivered under retention of title through accession or mixing and the Other Party has not yet paid the claims referred to in paragraph 1, then the Other Party will be obliged at the request of Necessary Inventions to transfer the ownership of the delivered goods back to Necessary Inventions. If this requires the establishment of a right of superficies as referred to in article 5:101 BW, then the Other Party is obliged to cooperate in this.
4. If Third Parties seize the goods or Products delivered under retention of title, or wish to establish or assert rights to them, the Other Party is obliged to inform Necessary Inventions of this as soon as can reasonably be expected.  

Article 17. Intellectual property

1. All intellectual property rights relating to and/or resulting from the Agreement executed by Necessary Inventions rest with Necessary Inventions. The Other Party only acquires the non-exclusive and non-transferable rights of use expressly granted by these general conditions and the law. Any other or further rights of the Other Party are excluded.
2. The documents provided by Necessary Inventions to the Other Party are exclusively intended to be used by the Other Party. The other party is not allowed to publish and / or reproduce the obtained information in any form whatsoever. This includes editing, selling, making available, distributing and integrating – whether or not after editing – in networks, except that such disclosure and/or reproduction is authorized In Writing by Necessary Inventions and / or such disclosure and / or reproduction results from the nature of the Agreement with Necessary Inventions.
3. The Other Party indemnifies Necessary Inventions for the claims of Third Parties regarding intellectual property rights.
4. If the Other Party acts in violation of this article, then the Other Party shall owe an immediately payable fine in the amount of 10,000.00 (ten thousand euros), with an increase of 500.00 (five hundred euros) for each day that the violation continues with a maximum of 15,000.00 (fifteen thousand euros)

Article 18. Exclusivity

1. For the duration of the Agreement, the Other Party grants Necessary Inventions the exclusive right to execute the assigned Agreement.

Article 19. Applicable law

1. Agreements between Necessary Inventions and the Other Party are exclusively governed by Dutch law.
2. Disputes between Parties will as much as possible by means of proper consultation tried to be brought to a solution. All disputes between the Other Party and Necessary Inventions will be exclusively settled by the competent court in the district in which Necessary Inventions is located.

Article 20. Survival

1. The provisions of these general terms and conditions and the Agreement that purport to retain their validity after the termination of the Agreement shall remain in full force after the termination of the Agreement.

Article 21. Amendment or supplementation

1. Necessary Inventions is entitled to unilaterally amend or supplement these general conditions. In that case Necessary Inventions will timely notify the Other Party of the changes or additions. 
2. There will be a minimum of 30 (thirty) days between such notice and the effective date of the amended or supplemented terms.
3. In case Counterparty is a Consumer, then Counterparty has the option to refuse the amendment of these general terms and conditions or he/she may rescind the Agreement. 
4. If the change referred to in the previous paragraph is based on a valid reason stated in the Agreement, the Other Party has no right to refuse the change or dissolve the Agreement. An example of a valid reason is a change in the law requiring the terms to be amended.