NEXT ORIGIN - GENERAL TERMS AND CONDITIONS
V3.1 - December 17, 2025
MODULE 1: GENERAL PROVISIONS
1. Definitions
- Next Origin: The user of these terms and conditions, Next Origin V.O.F., registered with the Chamber of Commerce (KvK) under number 97588202.
- Client: Any (legal) person who enters into an agreement with Next Origin or to whom Next Origin makes an offer.
- Services: All work for which an assignment has been given, including consultancy, engineering, assessments, design, advice, development, and project support.
- Goods: The physical parts, materials, or products supplied by Next Origin.
- In Writing: In these terms and conditions, "in writing" also includes communication by e-mail or any other common digital medium, provided that the identity of the sender and the integrity of the content are sufficiently established.
2. Applicability
2.1 These terms and conditions apply exclusively to all offers and agreements of Next Origin. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
2.2 I f a provision in the specific Modules (2 through 4) conflicts with the General Provisions (Module 1), the specific Module shall prevail.
2.3 In the event of a conflict between a provision in the concluded agreement and these terms and conditions, the provision in the agreement shall prevail.
3. Offers and Formation of Agreement
3.1 All offers are non-binding. An agreement is formed upon written confirmation by Next Origin or as soon as Next Origin has commenced execution.
3.2 Changes to the assignment must be agreed upon in writing. Next Origin is entitled to adjust the price in the event of changes to the assignment or cost-determining factors (such as raw material or transport prices)
3.3 Agreed timelines shall only commence after Next Origin has received all information, documentation, and (interim) payments from the Client necessary for execution. If a delay arises because the Client fails to meet these obligations, timelines shall be extended by operation of law, and the Client shall be liable for any resulting costs.
4. Payment and Collection
4.1 Payment must be made within 14 days of the invoice date. In the event of late payment, the Client is immediately in default and shall owe interest at a rate of 12% per annum (or the statutory commercial interest rate, if higher).
4.2 Extrajudicial collection costs shall be calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs (based on Art. 6:96 para 2 sub c of the Dutch Civil Code) and shall be borne entirely by the Client.
4.3 Next Origin is entitled to demand advance payment or security before commencing execution.
5. Confidentiality
The parties undertake to maintain the confidentiality of all confidential information obtained from each other in the context of the agreement.
MODULE 2: CONSULTANCY, ENGINEERING & ASSESSMENTS
6. Execution and Effort
6.1 Next Origin shall perform consultancy and engineering services (including assessments and guidance) to the best of its knowledge and ability as a "best efforts" obligation (inspanningsverplichting). No specific commercial or technical result is guaranteed, unless expressly agreed upon in writing as a "performance obligation" (resultaatsverplichting).
6.2 The role of Next Origin is limited to an advisory function, unless otherwise agreed in writing. The Client shall at all times retain leadership and supervision over the activities of its own team.
6.3 The Client shall ensure a safe working environment and necessary facilities (such as internet, workspace, and access to relevant systems) necessary for the execution of the Services at the Client's location.
7. Liability for Consultancy
7.1 Next Origin is not liable for damage resulting from the Client's or third parties' compliance with (or failure to comply with) its advice.
7.2 Next Origin is not liable for errors made by the Client's own personnel, even if such personnel were under the supervision of Next Origin.
MODULE 3: PRODUCTION AND DELIVERY OF GOODS
8. Production and Materials
8.1 If Next Origin supplies Goods manufactured by third parties, its liability is limited to the extent to which the relevant manufacturer fulfills its obligations toward Next Origin.
8.2 If the Client provides drawings or specifications, the Client warrants their accuracy and completeness. Next Origin is not obliged to verify these independently.
8.3 When producing or processing based on specifications, materials, or semi-finished products provided by the Client, execution is entirely at the Client's risk. Deviations within customary production and material tolerances shall be deemed in accordance with the agreement.
8.4 Damage to materials supplied by the Client (including as a result of processing or assembly) is expressly excluded from compensation.
9. Approval Procedure
9.1 If Next Origin, at the Client's request, produces technical documentation or drawings for production purposes, the Client must approve these in writing.
9.2 Written approval of technical documentation indemnifies Next Origin against any liability for errors in that documentation or the Goods based thereon.
10. Delivery and Risk
10.1 Delivery takes place "Ex Works" (at the factory/warehouse of Next Origin or its producer) in accordance with Incoterms 2020. Risk passes at the moment the goods are made available to the Client.
10.2 The Client is obliged to take delivery of the goods. In the event of non-acceptance, the goods shall be stored at the Client's expense and risk.
10.3 If Next Origin, at the Client's request, provides assistance with transport, loading, or unloading, this is performed entirely at the Client's expense and risk.
MODULE 4: INTELLECTUAL PROPERTY (IP) & OWNERSHIP
11. Rights and Exclusivity
11.1 All IP rights to Goods, designs, and advice developed by Next Origin remain with Next Origin or its licensors, unless otherwise agreed in writing.
11.2 Notwithstanding paragraph 1, IP rights to technical designs and drawings specifically developed for the Client shall transfer to the Client as soon as all invoices for the relevant assignment have been paid in full.
11.3 If Next Origin supplies Goods based on a jointly developed design, Next Origin shall have the exclusive right to supply these Goods to the Client for a period of 24 months following the first delivery, unless otherwise agreed.
12. Retention of Title
All delivered goods remain the property of Next Origin until the Client has fulfilled all payment obligations under the agreement.
MODULE 5: FINAL PROVISIONS
13. Limitation of Liability
13.1 The total liability of Next Origin is limited to the amount paid out under its liability insurance policy.
13.2 If no payout occurs, liability is limited to a maximum of 50% of the contract value (excluding VAT), with an absolute maximum of € 10,000.
13.3 Next Origin is never liable for indirect or consequential damages. Consequential damages shall in any event include: stagnation damage, loss of production, loss of profit, loss of savings, damage to reputation, third-party penalties, and damage due to loss of data.
14. Exclusions and Duty to Complain
14.1 Excluded from compensation are: "care, custody, and control" damage (opzichtschade - damage to goods being worked on), damage caused by hired third parties, and damage caused by intent or deliberate recklessness of non-management subordinates.
14.2 The Client must report defects in writing to Next Origin within 8 days of discovery, failing which any right to repair or compensation shall lapse.
14.3 Any claim shall lapse 24 months after it arises.
15. Force Majeure
15.1 In case of force majeure, Next Origin is not obliged to fulfill its obligations and is not liable for damage.
15.2 Force majeure shall include: strikes, personnel shortages, illness of key personnel, failures in digital infrastructure, cybercrime, fire, transport obstacles, government measures, and defaults by suppliers.
16. Governing Law
All legal relationships are governed exclusively by Dutch law. Disputes shall be submitted to the competent court in the place of business of Next Origin.