Terms 

& 

Conditions 

Dopper 

Water 

Tap

1. DEFINITONS AND APPLICABILITY

1.1 Dopper	Dopper B.V. Incorporated and registered in The Netherlands, with company number KVK 57084554 Registered office: Gonnetstraat 26, 2011 KA Haarlem VAT number: 57084556 E-mail: info@dopper.com Telephone number: + 31 (0) 23 737 044 5
1.2 Agreement	Any agreement (for example an order form) concluded between Dopper and Customer (as defined below) for the sale by Dopper to Customer of any Products (as defined below) and the purchase of such Products by Customer from Dopper.
1.3 Customer	The party (other than a consumer) that enters into the Agreement with Dopper.
1.4 Products	The products specified in the Agreement.

1.5. Subscription: the paid services specified in the Agreement.

1.6. These general terms and conditions apply to and are incorporated into all Agreements, to all Dopper’s offers and quotations and to deliveries and services provided by Dopper related to the Dopper Water Tap.

1.7. These general terms and conditions may only be deviated from in writing.

1.8. The applicability of any other terms and conditions, including terms and conditions which Customer intends to declare applicable by means of an order, confirmation or otherwise, is hereby expressly rejected.

1.9. In the event of any conflict between the provisions of these general terms and conditions and the Agreement, the Agreement shall prevail, followed by these general terms and conditions.

2. ORDERS, OFFERS, AND FORMATION OF THE AGREEMENT

2.1. Each order or acceptance of a quotation of Dopper by Customer shall be deemed to be an offer by Customer to Dopper to purchase Products subject to these general terms and conditions. The Agreement is formed when Customer’s order (or similar offer) is accepted by Dopper in writing, including by way of a written order confirmation. Dopper shall be entitled to accept or reject each and every order (or similar offer) in its sole discretion.

2.2. Customer shall not be entitled to change or cancel the Agreement. Dopper shall be entitled to change or cancel the Agreement at any time prior to delivery by giving written notice to Customer.

2.3. When Customer has received the order confirmation, Customer is obliged to check the confirmation for any errors or missing elements which must be reported to Dopper in writing within two (2) business days. After two business days, the order confirmation will be considered as accepted by Customer.

2.4. Dopper is not responsible in any way for errors, missing elements or other unnoticed anomalies after the order confirmation has been approved by Customer.

3. PERFORMANCE OF THE AGREEMENTS

All obligations entered into by Dopper are obligations to use its best efforts, not obligations to achieve a result.

4. PRICES

4.1. The prices stated in any pricelist and in the order of Dopper are exclusive of VAT.

4.2. Dopper reserves the right to change its prices and conditions at any time. Dopper quotations have a validity period of 14 days from the quotation date.

4.3. The Prices shall be exclusive of any taxes, duties, levies and / or any other surcharges, all of which shall be for the account of Customer.

4.4. Payment shall be made at the time agreed in the Agreement or, if no time has been agreed, within 14 days of the invoice date, in the currency stated in the invoice and in the manner stipulated in the invoice. Dopper shall be entitled at all times to demand full or partial advance payment and / or to otherwise require security for payment. Customer shall pay all invoices of and sums due to Dopper in full without any deduction, withholding, counterclaim or set-off of any nature whatsoever.

4.5. If Customer fails to remit any payment due, all amounts owed by Customer to Dopper shall immediately become due and payable, and Customer shall be in default without notice of default being required to be given.

4.6. Customer must send complaints regarding the correctness of the invoice in writing to Dopper within five (5) business days of the date of the invoice. The right to complain about the correctness of the invoice lapses upon the expiry of this period. If Customer complains in good time and with good reason, Dopper will credit the incorrect invoice and send a new invoice to Customer. Any objections against the amount invoiced do not suspend Customer's payment obligation.

5. RISK AND OWNERSHIP

5.1. The risk in the purchased Products shall transfer to Customer at the time at which the Products are installed by Dopper. In case the Customer explicitly wishes that the Products are delivered to Customer before the installation date, the risk in the Products shall transfer at the delivery.

5.2. Title to the Products delivered to Customer shall not pass from Dopper to Customer unless and until Customer has fulfilled all and any payment obligations that it may have towards Dopper, howsoever arising.

6. DELIVERY AND INSTALLATION OF PRODUCTS, SUPPORT AND MAINTENANCE

6.1. Installation of the Products shall be carried out by a qualified installer of Dopper at Customer’s expense after receipt by Dopper of the full payment for the Products to be delivered and installed. The envisaged date of the installation shall be included on the order form.

6.2. Customer shall, at its own expense and risk
a) ensure that the location where the Products are to be installed complies with the relevant requirements and applicable laws, that all necessary personnel is available for the installation and that all necessary permits to enter the site have been obtained in good time;

b) make sure that all the facilities which are essential and required for installation, particularly water and electricity terminals and appropriate internet connection (4G), are available for the installation in line with the instructions of Dopper and

c) take all necessary precautions (including following the instructions of instructions of Dopper and/or the installation partner) to enable safe and trouble-free installation of the Products on site.

6.3. If Customer does not fulfill the above conditions, it may lead to a delay in the installation of the Products. Additionally, Dopper has the right to charge additional costs.

6.4. Customer shall indemnify Dopper and/or any third party engaged by Dopper in the performance of the installation against any damage they suffer if Customer fails to comply with the obligations of this clause.

6.5. Dopper and/or its installation partner cannot be held liable for damage caused by or related to the temporary interruption of the electricity supply on the site required for the installation of the Products.

6.6. If Customer cancels an installation appointment less than forty-eight (48) hours in advance or if there is no one present at the time of the appointment, Dopper will charge the full installation costs as quoted in the Agreement.

7. INSPECTION, NOTIFICATIONS, AND CLAIMS

7.1. An installation report will be signed by Customer upon delivery and successful installation of the Products.

7.2. Customer shall, following installation of any Products, immediately inspect the installed Products. Any apparent defects shall be included in the installation report. The right of Customer to complain about apparent defects lapses if such defect has not been included in the report.

7.3. Hidden defects shall be notified by Customer to Dopper per email or per telephone within 5 business days after their discovery, or after the defect should reasonably have been discovered but in any event by no later than six months following delivery and installation of the Products in question.

7.4. Any notices shall contain an accurate description of the (alleged) defect. Neither the provision of a notice to Dopper, nor the institution of a claim in any other manner shall relieve Customer from its payment obligations.

7.5. No claims shall in any event be made against Dopper if the Products concerned have been transported, handled, used, processed or stored by or for Customer incorrectly or contrary to any instructions given by or on behalf of Dopper.

7.6 In cases of a justified and timely claim relating to a defective Product according to this article 7, the sole remedy available to Customer, at Dopper’s discretion, shall be the replacement of the Product by Dopper at no charge to Customer, or the crediting by Dopper to Customer of the purchase price paid by Customer for the defective Product(s).

8. GUARANTEE

8.1 Dopper warrants to Customer on delivery and for a period of one (1) year thereafter that the Products are free from material defects in material and workmanship and conform in all material aspects with the specifications included in the Agreement. Except as stated in this clause 8.1, Dopper provides no warranties of any kind in respect of the Products.

8.2 Within the guarantee period, Dopper shall, at its sole discretion, repair defects in the Products or replace the defective Product. The costs of repair or replacement of a Product shall be borne by Dopper unless:
a) defects in or to the Product are the result of inexpert or careless use. This includes adjustment/modification/repair of the product by the customer himself;

b) the Product has not been used in accordance with the purpose;

c) the Product is used in combination with parts that do not originate from Dopper;

d) Customer has not notified Dopper in writing of the defect in question within five business days after the defect was detected or could have been detected; or

e) Customer does not or not fully comply with any obligation arising from these terms and conditions or the Agreement, including financial obligations.

9. LIABILITY

9.1. In the event that Dopper is held liable, for any reason whatsoever, and obliged to pay damages, these shall be limited per calendar year to an amount equal to the total value of the invoices (excluding VAT) paid by Customer under the Agreement for the Products in such calendar year, but in any event to an aggregate maximum of EUR 100,000 (one hundred thousand Euro) for all and any claims against Dopper.

9.2. Dopper shall in no event be liable for any loss of income or profits, loss of business or clients, loss of goodwill, loss of use, increased cost of working, penalties, fines, and, punitive damages, damage resulting from late delivery, damage to reputation, or any special, indirect or consequential damages or losses arising out of or in connection with any Agreement.

9.3. The limitations described herein shall not apply in case of gross negligence or willful misconduct of Dopper.

9.4. Insofar that Dopper can be held liable in accordance with Article 9.1, Dopper shall only be obliged to repair the damage that Customer has incurred due to acts or omissions from Dopper as far as the following conditions are fulfilled:
• The damages are attributable to Dopper as the damages occur due to the fault of Dopper or are for the account and risk pursuant to Dutch law;
• Dopper has been in default as mentioned in Article 6:74 subsection 2 Dutch Civil Code;
• The damages are not (also) a result of a circumstance which can be attributed to the person suffering the loss;
• The event which lead to the damage did not also result in a benefit for Customer.

9.5. In the event that the conditions as stated in this Article are not all fulfilled, Dopper is not obliged to repair the damage claimed by Customer.

9.6. Causes of action and defenses, based on facts that would justify the assertion that Customer has suffered damage for which Dopper is liable, lapse after a period of one year calculated from the day on which the damage arose or should have been discovered.

10. INTELLECTUAL PROPERTY

10.1. Dopper has the exclusive right to disclose and reproduce the copyrighted works (such as drafts, drawings and designs) produced by it.

10.2. All intellectual, industrial property rights and or know-how in and or related to the Products (“IPR”) are owned by and shall remain the property of Dopper. No IPR shall be transferred to Customer by virtue of any agreement or similar document, and no licenses to any IPR shall be granted to Customer, even if the Products have been designed, developed, amended and or manufactured specifically for Customer.

10.3. Customer shall immediately give notice to Dopper in writing if it becomes aware that a third party infringes or threatens to infringe any IPR of Dopper, or if any third party should be of the opinion that any Products infringe their own industrial or intellectual property rights or know how.

10.4. Customer is not permitted to modify the Products in full or in part or change, alter, disfigure, remove or cover up any brand markings or identifying marks affixed on the Products and/or packaging or any lettering, numbering or insigna displayed on the Products and/or packaging.

10.5. If, on Customer’s instructions, Dopper uses certain works/image rights/text rights or other intellectual property rights of Customer, Customer warrants that it has a sufficient right/sufficient license for use of the intellectual property rights used. If a third party claim is nevertheless instituted against Dopper for unlawful use of/infringement of an intellectual property right, Customer will fully indemnify Dopper against liability and, if necessary, hold Dopper completely harmless.

11. PRIVACY

11.1. When entering into the Agreement and for the performance of the Agreement, Dopper requests Customer to provide it with personal data. Dopper will use this data for the confirmation of the agreement, the performance of its obligations under the agreement, relationship management and marketing, e.g. inform Customer of relevant Products and services of Dopper.

11.2. Dopper saves Customers data in its own customer relationship management program. This way Dopper is able to serve Customers in its best ability and can make sure tailor made offers are send to the right target group.

11.3. Customer herewith agrees and accepts that Dopper uses and saves Customers data in its own customer relationship management program for the purposes stipulated in Article 11.1. In the event that Customer wants to terminate its aforementioned approval an email may be sent to info@dopper.com.

11.4. Dopper has also the right to use Customer’s company details for more detailed background checks in order to manage risks before signing agreements.

11.5. Customer has the right to access their Customer information file and correct any details if necessary.

11.6. When visiting the website of Dopper, Customers’ IP address will be registered. This is for navigation purposes only, so Dopper can analyze best visited pages, most bought products and improve the functionality of the entire website and its content. Cookies will only be used to optimize the use of the website of Dopper and will not be used for any other purposes.

11.7. Dopper will use e-mail addresses that were given only for marketing or service purposes. If Customer does not want to receive any promotional offers or informational newsletters an email can be send to info@dopper.com.

11.8. Without Customers permission, Dopper will never disclose/supply the data to third parties.

12. FORCE MAJEURE

12.1. Either Party shall be entitled to invoke force majeure if the implementation of the Agreement, in whole or in part, temporarily or not, should be delayed or impeded by circumstances reasonably outside such Party’s control (a “Force Majeure Event”), including, but not limited to, trade embargoes, strikes, civil commotion, terrorism, acts of God such as lightning strikes, work to-rule and lockouts, (global) health emergency, lack of raw materials, delayed deliveries to such party by third parties of ordered goods or services in circumstances other than can be imputed to such party, accidents, breakdowns, animal diseases, unforeseeable problems with production or transport, devaluation, increasing of levies or taxes of whatever nature, significant change of prices of raw materials or energy, and lapse, withdrawal or non-extension of the required permits, certificates, licenses and such like.

12.2. In the case of a Force Majeure Event on the part of either Party, this party shall promptly notify the other party of such Force Majeure Event in writing and the obligations of that Party shall be, to the extent that it is so prevented or impeded, suspended without liability for breach or non-performance. The reciprocal obligations of the other Party shall also be suspended without liability for breach or non-performance.

12.3. If a Force Majeure Event affecting a Party can reasonably be expected to continue in excess of three months, or has already lasted for a period of three months, the other party may terminate the Agreement on written notice to the affected Party with immediate effect, without thereby creating any rights to compensation.

13. TERMINATION

13.1. Dopper shall be entitled, at any time and for any reason, to terminate the Agreement on three months written notice to Customer.

13.2. The Subscription is valid for an indefinite period of time. Each Party may cancel the Subscription in writing subject to six months prior written notice.

13.3. If and when terminated in accordance with the aforegoing provisions, Customer shall not have any claims against Dopper as a consequence of such termination.

14. COURT AND APPLICABLE LAW

14.1. These general terms and conditions and all agreements concluded with Dopper are governed by Dutch law.

14.2. All disputes between Customer and Dopper concerning or resulting from these general terms and conditions, or further agreements resulting thereof, will be exclusively presented to the District Court of NoordHolland.

15. MISCELLANEOUS

15.1. Dopper shall be entitled to subcontract the obligations it is to perform in terms of any Agreement.

15.2. If one or more of the provisions of these general terms and conditions should be held to be invalid or ineffective by a competent court of law, the remaining provisions shall continue in full force and effect.

15.3. All notices, requests, demands, waivers, consents, approvals and/or other communications (collectively, “Notices”) required in terms hereof to be given in writing, may also be given electronically (i.e. by e-mail).

15.4 If these general terms and conditions are also provided in a language other than the Dutch language, the Dutch version of the present general terms and conditions will, in the event of differences of interpretation, prevail in all circumstances.