Article 1: Definitions

1. 'By Yonglo' means: Yonglo, Registered under number 70817898 at the Chamber of Commerce Eindhoven.

2. 'Client' is defined as: the natural person or legal entity or its legal successor who has instructed Yonglo to manufacture goods or to carry out work, or to submit a quotation. 

3. 'Assignment' is understood to mean: the client's request to Yonglo to manufacture one or more items or to carry out work for payment.

4. 'The production of goods' is understood to mean: the production of a physical product, service or a product present on an information carrier or a so-called server.

5. 'The goods manufactured by Yonglo' is understood to mean: a physical product, service or a product present on an information carrier or a so-called server.

6. 'Performing work' is understood to mean: everything that Yonglo makes or undertakes for the benefit of the client. This includes developing a concept and idea, delivering a website and also preparing advice in the field of web design, design, marketing and communication. 

7. 'Quotation' is understood to mean: the goods to be manufactured or the work to be carried out, specified to a greater or lesser extent, and the estimate of the costs associated with those goods manufactured or the work to be carried out. 'Information carriers' are understood to mean: magnetic disks, optical disks, servers and all other means intended for recording, processing, sending or duplicating or making public texts, images or other data using equipment, all in the broadest meaning of the word. ​

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Article 2: Quotation

1. All Yonglo quotes are an invitation to accept an offer. Yonglo always has the right not to accept an assignment.

2. All quotations issued by Yonglo are, unless otherwise agreed, at the expense of the client. Yonglo will determine the price in advance before submitting the quotation and communicate it to the client in writing or by e-mail.

3. If it is agreed that a quotation will be provided free of charge, Yonglo may impose conditions or special agreements in writing. Non-compliance with these conditions or special agreements by the client means that the client is obliged to reimburse Yonglo for the actual costs, including labor costs, incurred to prepare the quotation.  

4. Quotations from Yonglo are based on the information provided by the client. The client provides all essential information for the assignment to the best of its knowledge.

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Article 3: Agreement 

1. An agreement with Yonglo is only concluded after the client has confirmed it for approval by e-mail. 

2. The scope of the order is determined by its description in Yonglo's order confirmation or quotation, including all changes and additions that are later agreed in writing or by e-mail. 

3. Changes to the order after it has been issued must be communicated to Yonglo in a timely manner in writing or by e-mail. If the changes are stated verbally, any adverse consequences of these changes will be borne by the client.  

4. The changes to the order are effective upon and from their acceptance by Yonglo.  

5. Any additional or reduced costs resulting from changes to the assignment will in principle be borne or credited to the client. Yonglo will inform the client in a timely manner, but at least before the changes are implemented, about any anticipated additional costs. The additional costs are determined on the basis of subsequent calculation of the actual number of hours spent, whereby the subsequent calculation will be made on the basis of a as reasonable in the industry  considered hourly rate, unless otherwise agreed between the parties.  

6. Changes to the order may result in Yonglo exceeding the agreed delivery time beyond its responsibility. 
    

Article 4: Prices 

1. All prices quoted are exclusive of sales tax (VAT), other levies imposed by the government and any shipping, transport and postage costs, unless otherwise agreed in writing. 

2. The price stated in the agreement or quotation serves as a target price. Yonglo reserves the right to invoice additionally up to 10% of the agreed price based on subsequent calculation. If there is a price exceedance of more than 10%, Yonglo will enter into new consultations as soon as possible after revelation to arrive at a new agreement. The Client is obliged to re-enter negotiations with Yonglo. 
   If no new agreement is concluded, the client is in any case obliged to reasonably reimburse the work performed up to that time. In any case, Yonglo reserves the right to carry out the assignment for the original fee, including the maximum subsequent calculation. 

3. Reasons for subsequent calculation as referred to in the previous paragraph may include: changes in prices before  delivery has taken place, of raw materials, wages, the monetary ratios between the Dutch and foreign currencies, import duties, taxes and other factors that influence the cost price, as well as additional work that was unforeseen for Yonglo at the time the agreement was entered into. 

4. The limitation of paragraph 2 of this article of 10% price excess does not apply if the client fails in its obligation to provide information to Yonglo as referred to in article 2 paragraph 4, or in the event that the client otherwise fails in its obligation to cooperate towards  Yonglo. Yonglo is obliged to consult with the client when  such a case occurs and will subsequently determine a new price in accordance with reasonableness and fairness.

5. As a result of the provisions of art. 3 paragraphs 3, 4 and 5, the maximum price exceedance of 10% from paragraph 2 of this article does not apply in the event of a change to the agreement. If the price increase due to a change in the agreement amounts to more than 10%, Yonglo will, after consultation with the client, determine a new price on the basis of reasonableness and fairness. 

6. If no price has been agreed between the parties, but the parties in one year prior to the  agreement has concluded one or more agreements with the same or almost the same content, the price will be calculated on the basis of the production methods used and the calculation rates applied.

7. If no price has been agreed between the parties outside the application of the provisions of the previous paragraph of this article, if a price has only been given as an estimate or if the agreed price can be changed under these general terms and conditions, the price or the change will be determined. on the basis of subsequent calculation, based on the hours spent by Yonglo. This subsequent calculation will be made on the basis of an hourly rate considered reasonable in the industry.​

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Article 5: Payment 

1. Yonglo ensures timely invoicing. Partial invoicing is possible at any time in consultation. 

2. Yonglo is entitled to request one or more deductible advances by means of an invoice prior to or in continuation of the assignment. In the absence of payment thereof, Yonglo  authorized not to commence, to suspend or to terminate the agreement. 

3. Invoices must be paid within 14 days of the invoice date, in Euros, to an account to be designated by Yonglo. 

4. If payment is not made on time, the client is legally in default and, even without a notice of default to that effect, is liable to pay default interest from the due date equal to  applicable statutory interest.  If Yonglo hands over its claim against the client for collection, the client is liable for all  judicial and extrajudicial costs associated with collection are due, whereby the extrajudicial collection costs are fixed by the parties at 15% of the principal sum and interest with a minimum of euro 112.50 excluding VAT. 

5. The Client must submit any objections to Yonglo's invoice within 14 days after  invoice date to Yonglo in writing and stating reasons, failing which the client is deemed to have agreed to the amount of the invoice.​

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Article 6: Delivery 

1. When ordering, Yonglo will determine a delivery period in consultation with the client. Yonglo will meet the specified delivery times to the best of its ability. 

2. These specified delivery times are indicative and should never be regarded as a deadline. The mere exceeding of a stated delivery time does not put Yonglo in default and does not entitle the client to compensation, termination of the agreement or non-fulfillment of any obligation towards Yonglo. 

3. If there is a risk that the delivery time will be significantly exceeded, Yonglo will contact the client as soon as possible to arrive at a solution acceptable to both parties.

4. In the case of composite offers, there is no obligation to deliver part of the total performance for the amount stated for this part in the offer or for a proportionate part of the price stated for the whole, unless otherwise expressly agreed in writing.

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Article 7: Ownership 

1. Yonglo reserves ownership of all goods manufactured by Yonglo and results of work carried out, until the time at which everything the client owes Yonglo regarding deliveries has been paid.

2. All documents (texts, photos, graphic material) supplied to Yonglo by the client for the production of a website and/or graphic design are the property of the client. Yonglo is not liable for claims or legal proceedings arising from the unlawful supply of material that violates copyright law and/or existing brand names. The Client is responsible for the content (content, such as text) on his/her website, Social Media, logo and printed matter. Yonglo cannot be held liable for this.​

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Article 8: Ownership of means of production  

1. All items manufactured by Yonglo, such as production resources, semi-finished products and aids, and in particular design drawings, models, information carriers, computer software, data files, photographic recordings and peripheral equipment, remain the property of Yonglo, even if they appear as a separate item on the quotation, in the offer or on the invoice are stated. Yonglo is not obliged to hand over the items referred to in paragraph 1 to the client. 

2. Yonglo is not obliged to keep the items referred to in the first paragraph of this article for the client. If Yonglo and the client agree that these items will be kept by Yonglo, this will be for a maximum period of one year and without Yonglo guaranteeing their suitability for repeated use. Any costs incurred by Yonglo for the storage of items referred to in paragraph 1 will be borne by the client. ​

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Article 9: Ownership of client, pledge​

1. Yonglo will pay the amounts owed to him by the client in the context of the fulfillment of the agreement. keep entrusted matters with the care of a good custodian. 

2. Without prejudice to the provisions of the previous paragraph of this article, the client bears the responsibility during the  safekeeping of all risks with regard to the matters referred to in paragraph 1, unless a Yonglo company insurance covers this risk. If desired, the client must take out insurance for this risk himself. 

3. The client is obliged to ensure that a duplicate of these items is made prior to providing Yonglo with copies, a drawing, a design, a photographic recording or an information carrier. The client must retain these matters. 

4. The client grants Yonglo a right of pledge on all matters that are brought under the control of Yonglo in the context of the fulfillment of the agreement with Yonglo, as additional security for everything that the client owes to Yonglo in whatever capacity and on whatever account. may be, including non-payable and conditional debts. ​

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Article 10: Intellectual property 

1. Reports or documents supplied in connection with consultancy or research work, as well as items produced by Yonglo, fall under the scope of the Copyright Act 1912.  

2. All documents (texts, photos, graphic material) supplied to Yonglo by the client for the production of a website and/or graphic design are the property of the client.

3. The items to be supplied or delivered by Yonglo, such as copy, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings and similar production and aids, cannot be reproduced in the context of any production process without its written permission. 

4. Yonglo reserves the right to use results obtained on the basis of the assignment for its own use or that of third parties, as long as this does not harm the interests of the client.  

5. In the event of a claim from a third party, the client is obliged to inform Yonglo in writing as quickly as possible and, if requested, to provide all information and cooperation necessary for conducting a defense and/or settlement negotiations. 

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These conditions apply to all our deliveries and services.

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