Terms and conditions

These terms are a translation of the Dutch original. In the event of any discrepancy between the two versions, the Dutch text of the algemene voorwaarden prevails.

1 · Definitions

Nexus Bridge	Nexus Bridge B.V., registered with the Dutch Chamber of Commerce under number [KvK-nummer], established in [plaats], the Netherlands.
Client	The party entering into an agreement with Nexus Bridge. These terms apply only to clients acting in the course of a profession or business. Nexus Bridge does not contract with consumers.
Agreement	The order confirmation or signed quotation, together with these terms and conditions.
Supplier	The factory, trading company or other party in China or elsewhere with which the client enters into its own agreement through the intermediary services of Nexus Bridge.
Module	A separately available component of the services, as described in the quotation.
Order value	The value of the order the client places with the supplier, on an FOB basis, excluding freight, insurance, import duties and VAT, unless the quotation states otherwise.
Commission	The fee of Nexus Bridge, calculated on the order value according to the bands set out in the quotation.

2 · Applicability

These terms apply to every quotation, engagement and agreement between Nexus Bridge and the client, and to all follow-up engagements arising from them.

Purchasing or other terms of the client are expressly rejected and do not apply, unless Nexus Bridge has accepted their applicability in writing in advance.

Deviations from these terms are valid only if agreed in writing, and apply only to the agreement in which they were made.

If any provision is void or voidable, the remaining provisions remain in full force. The parties will then consult in order to replace that provision with one that approximates its purpose as closely as possible.

3 · Quotation and engagement

Quotations from Nexus Bridge are without obligation and valid for thirty days from their date, unless stated otherwise.

Prices, lead times, minimum order quantities and product specifications that Nexus Bridge passes on and that originate from a supplier are indicative. They do not bind Nexus Bridge and apply only once the supplier confirms them directly to the client.

The agreement is concluded when the client accepts the order confirmation in writing or electronically, or when Nexus Bridge begins performance with the client's consent.

Nexus Bridge may refuse a request without stating reasons, in particular where the category, quantities, lead time or certification requested fall outside its range.

4 · The nature of our services

Nexus Bridge provides services in sourcing, verification, negotiation support, production supervision, quality control and coordination. All obligations of Nexus Bridge are obligations of best effort, unless a specific result is expressly promised in the agreement.

Nexus Bridge is not a manufacturer, not a trading company, not a freight forwarder and not a customs agent. Nexus Bridge does not purchase the goods, does not resell them and at no point becomes their owner.

The contract of sale relating to the goods is concluded exclusively between the client and the supplier. Nexus Bridge is not a party to it and does not act as the supplier's representative.

Nexus Bridge determines how the engagement is carried out and may have work performed by its own staff, sourcers, inspection companies and other third parties.

5 · Modules and scope

The services are modular. The quotation states which modules have been purchased, which work falls within them and which expressly does not.

Work outside the agreed scope is performed only on written instruction and invoiced separately. Additional work includes in any event further sample rounds, additional factory visits, re-inspections, sourcing additional suppliers and renegotiating after a change of specification by the client.

If the client changes the product specification after the factory check or the negotiation has started, Nexus Bridge may invoice the work already performed and issue a new quotation.

6 · Fees and commission

Nexus Bridge works with a transparent earnings model. In concrete terms:

• Nexus Bridge applies no markup or margin to the supplier's price. The client pays the supplier directly and sees the supplier's quotation as it was issued.
• Nexus Bridge accepts no commission, discount, kickback or other payment from a supplier, freight forwarder or inspection company in connection with a client engagement.
• The fee of Nexus Bridge is invoiced separately and consists of fixed module amounts, a commission on the order value according to the bands in the quotation, or a combination of the two.

Where commission applies, it is calculated on the order value on an FOB basis. The starting amount invoiced at the outset is offset against the commission due on the order, unless the quotation provides otherwise.

If an order is increased after the starting phase, the commission is recalculated on the increased order value. If an order is reduced or cancelled after Nexus Bridge has performed work, the fee due up to that moment remains payable in full.

All amounts are in euros and exclusive of VAT, unless stated otherwise.

7 · Invoicing and payment

Nexus Bridge invoices in stages, at the moments set out in the quotation. Invoices are not issued in a single payment up front, with the exception of the starting amount and of fixed module amounts payable before work begins.

The payment term is fourteen days from the invoice date, unless agreed otherwise.

The remainder of the commission is payable before the goods are loaded, not after shipment.

If the client fails to pay on time, it is in default without notice of default being required. From that moment Nexus Bridge may charge the statutory commercial interest as well as extrajudicial collection costs in accordance with Dutch law.

In the event of late payment Nexus Bridge may suspend its work, including expressly the withholding of reports, supplier details and inspection results. The consequences of that suspension, including production delays, are for the client's account.

Set-off or suspension by the client is not permitted.

8 · Third-party costs

Third-party costs are for the client's account and are paid directly. These include samples and their shipment, deposits to the supplier, inspection fees, courier costs, freight, insurance, import duties and import VAT.

Nexus Bridge does not advance these costs and does not finance orders, samples or freight.

Only where the quotation provides for it may Nexus Bridge advance limited costs and recharge them at cost price, up to the maximum stated in the quotation. The costs of factory visits and inspections never fall under this.

9 · The client is the importer

The client acts as the importer of the goods into the European Union and bears all resulting obligations, including in any event:

• conformity of the product with applicable European and national regulations, including where applicable CE marking, product safety, labelling and mandatory documentation;
• the accuracy of the customs declaration, the HS classification, the customs value and the origin;
• payment of import duties, import VAT and any anti-dumping levies;
• registration obligations such as those for packaging and electrical equipment.

Nexus Bridge may assist with information, an indicative HS code and an estimate of import costs. That information is an aid and not tax, customs or legal advice. Responsibility for the declaration and the payment remains with the client.

10 · Supplier details and confidentiality

All reports, comparisons, quotations, contact details and other information provided by Nexus Bridge are confidential and intended solely for use within the client's own business.

The identity and contact details of suppliers selected by Nexus Bridge are released only after the agreement has been signed and the invoice due at that moment has been paid in full. Until then, suppliers are identified anonymously.

The client does not share this information with third parties and does not use it for purposes other than performance of the agreement. This obligation applies during the agreement and for three years thereafter.

Both parties treat each other's business-sensitive information as confidential. Nexus Bridge may use the client's name and logo as a reference only with the client's written consent.

11 · Non-circumvention

During the term of the agreement and for twelve months after its completion, the client will not approach a supplier introduced by Nexus Bridge outside Nexus Bridge with the aim of avoiding the agreed commission on orders that fall within the scope of the agreement.

This provision applies only to suppliers identified and introduced by Nexus Bridge, and not to suppliers with which the client demonstrably already had a relationship or which it found independently and outside the engagement.

Once the process is complete and all invoices have been settled, the client is free to place repeat orders directly with the supplier. Nexus Bridge makes no claim in respect of those.

In the event of a breach of this article, the client owes the commission Nexus Bridge would have received on the order in question, calculated according to the bands in the most recent applicable quotation.

12 · Samples, acceptance criteria and inspection

A sample approved by the client is recorded in writing and in photographs and serves as the reference for bulk production. If the client approves a sample without recording the characteristics on which it is judging, any later dispute about deviations is for the client's account.

Acceptance criteria for the final inspection are recorded in writing before production begins and confirmed by the client. Without criteria agreed in advance, Nexus Bridge cannot carry out an inspection from which the client can derive rights.

The final inspection is carried out by an independent inspection company and takes place before the goods are loaded. The party that selected the supplier does not carry out the final inspection.

The inspection report is a snapshot based on a sample taken according to the agreed method. It is not a guarantee covering the entire consignment. The decision to accept, rework or reject is taken by the client.

13 · Lead times

All lead times stated by Nexus Bridge are indicative and based on experience. They never constitute a strict deadline unless expressly agreed otherwise in writing.

Nexus Bridge gives no guarantee regarding the delivery time of the supplier or the freight forwarder. Delay caused by the supplier, by Chinese holidays such as Chinese New Year and Golden Week, by port congestion, by customs inspections or by changes made by the client gives no right to damages, discount or rescission.

Nexus Bridge reports deviations from the schedule as soon as they are known and proposes alternatives where possible.

14 · Obligations of the client

The client provides, in good time and in full, all information Nexus Bridge needs, including product specifications, required materials, dimensions, packaging requirements, quantities, target market and applicable certification requirements. Incorrect or incomplete information is for the client's account.

The client warrants that it is entitled to use and have produced the brands, designs, logos and images it supplies, and indemnifies Nexus Bridge against third-party claims in that respect.

The client takes the decisions the process requires in good time, including approval of samples, confirmation of acceptance criteria and the decision following the final inspection. Delay resulting from a decision not being taken is for the client's account.

The client pays the supplier, the inspection company and the freight forwarder directly and on time, in accordance with the agreed payment instructions.

15 · Excluded products and work

Nexus Bridge does not accept engagements relating to cosmetics and personal care products falling under Regulation (EC) 1223/2009, nor relating to products whose production or import would breach Dutch or European law.

For food, medical devices, toys, electronics with mandatory certification and other regulated categories, Nexus Bridge assesses case by case whether it can accept the engagement, and may require the client to involve a specialist party.

Nexus Bridge does not file customs declarations, does not act as a fiscal representative, does not arrange product certification and does not provide legal, tax or customs advice.

16 · Liability

Nexus Bridge is liable only for direct loss resulting from an attributable failure in the performance of its own services.

The total liability of Nexus Bridge per engagement is limited to the amount the client has paid Nexus Bridge for that engagement, with a maximum of the fee invoiced in respect of the order concerned. For an ongoing engagement, the maximum is the amount invoiced in the twelve months preceding the event causing the loss.

Nexus Bridge is never liable for indirect loss, including lost profit, lost turnover, loss of customers, reputational damage, storage and demurrage costs and loss caused by delay.

Nexus Bridge is not liable for failures of the supplier, the inspection company, the freight forwarder or any other third party with which the client contracts directly. This applies even where Nexus Bridge introduced that party or conducted the communication with it.

Nexus Bridge is likewise not liable for the quality, conformity or safety of the goods produced, nor for loss arising from incorrect or incomplete information from the client or from a decision the client took itself.

Any claim lapses if it is not notified to Nexus Bridge in writing within twelve months of the event causing the loss.

The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Nexus Bridge or its managing directors.

17 · Force majeure

Force majeure means any circumstance beyond the control of Nexus Bridge that temporarily or permanently prevents performance, including: government measures, export and import restrictions, sanctions, epidemics, natural disasters, war, strikes, power or network failure, shortages of raw materials, closure of factories or ports, and the failure of a supplier or inspection company.

If the force majeure situation lasts longer than sixty days, either party may rescind the agreement in writing without any obligation to pay damages. Work already performed is settled pro rata.

18 · Intellectual property

All rights in reports, comparisons, templates, methods, protocols and other documents developed by Nexus Bridge remain with Nexus Bridge. The client obtains a non-transferable right of use within its own business.

Brands, designs and specifications supplied by the client remain the client's property. Designs created specifically for the client as part of a brand track transfer to the client after payment in full, unless agreed otherwise.

19 · Term, suspension and termination

The agreement ends when the agreed modules have been completed, or on the date stated in the quotation.

Either party may terminate the agreement in writing during its term, observing a reasonable notice period. Work already performed and costs already incurred are settled pro rata; amounts already paid for completed phases are not refunded.

Nexus Bridge may terminate the agreement with immediate effect if the client is in default, if the engagement proves to be contrary to law, or if Nexus Bridge cannot reasonably be required to continue it.

Provisions which by their nature are intended to survive the end of the agreement — including confidentiality, non-circumvention, liability and choice of law — remain in force after termination.

20 · Personal data

Nexus Bridge processes personal data in accordance with the General Data Protection Regulation. How it does so is set out in the privacy policy.

To perform an engagement, contact details of the client's staff may be shared with sourcers, suppliers and inspection companies in China. The client is aware that this constitutes a transfer to a country outside the European Economic Area and consents to it insofar as it is necessary for performance.

21 · Complaints

Complaints about the services of Nexus Bridge must be submitted in writing and with reasons within fourteen days after the client discovered the defect or reasonably should have discovered it.

A complaint does not suspend the payment obligation.

Complaints about the goods themselves are directed to the supplier. Nexus Bridge supports the client within the agreed scope and conducts the conversation with the supplier on the client's behalf, without thereby accepting liability.

22 · Governing law and disputes

All agreements between Nexus Bridge and the client are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.

Disputes are submitted to the competent court in the district where Nexus Bridge is established, unless mandatory law provides otherwise. The parties will first make an effort to reach a solution by mutual consultation.

23 · Changes to these terms

Nexus Bridge may amend these terms. For a running agreement, the version in force at the time it was concluded continues to apply, unless the parties agree otherwise in writing.

The current version is always available at nexusbridge.biz. A copy is provided free of charge on request.