GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT
of Mobile Desk Solutions BV (MDS) established at 5063 EB Oisterwijk, Bieslook 17, which regulate the agreements to be made within the framework of the business operations. Filed with the Chamber of Commerce under number 83460624.
ARTICLE 1 VALIDITY OF THESE TERMS AND CONDITIONS
1. These conditions shall apply to all offers, agreements, deliveries and services to be performed by MDS (the contractor) made or to be made with third parties (the customer), unless expressly agreed otherwise in writing.
ARTICLE 2 QUOTATIONS AND OFFERS
1. All quotations and offers as well as data in advertisements and printed matter provided by Marko are without obligation, unless explicitly agreed otherwise.
2. The prices stated shall apply to delivery ex warehouse or factory, unless otherwise stated.
3. Offers from stock shall always be subject to interim sales.
4. Data and/or computer programmes supplied by the contracted party with offers and/or quotations will remain the property of the contracted party and may not be made available or copied by the customer to third parties without the consent of the contracted party.
5. Unless explicitly stated otherwise, the offers and quotations will not include any services, including work in connection with assembly or installation.
6. An offer will only be valid for 30 days after the offer has been made known to the client. After the expiry of this period, the contractor will no longer be obliged to maintain the offer.
7. The contractor has the right to refuse an order, without having to give a reason.
8. The offer or order confirmation will be considered to reflect the agreement accurately and completely, if due to circumstances including the nature, scope or urgency of the order no offer or order confirmation was sent or could be sent, the invoice will also be considered to be an order confirmation.
2. Any other applicable general conditions, however named, shall remain unaffected insofar as they do not conflict with these conditions. In the event that other general terms and conditions are in conflict with the provisions of these terms and conditions, the provisions of these terms and conditions shall be binding unless expressly agreed otherwise.
1. Agreements are reached through written order confirmation, in any form whatsoever, through the acceptance of an offer in any form, or through the execution of the order by the contractor.
2. If the agreements and additions thereto are confirmed in writing by the contractor, the contractor is bound by these to the extent and in the manner confirmed by him.
3. Agreements and modifications or additions thereto by employees of the contractor or by intermediaries acting on the contractor's instructions are only binding if confirmed by the contractor in writing.
4. The customer shall be entitled to make amendments to the agreement, provided this is done in writing and in good time. These changes will be confirmed by the customer in writing. Changes communicated by telephone are at the customer's risk.
5. Any additional or reduced costs arising from the changes referred to in the previous section will be settled in accordance with the prices applicable at that time.
ARTICLE 4 DELIVERIES
1. Delivery shall be made ex warehouse or factory at Contractor's discretion.
2. Delivery times shall be approximate only and shall not be binding on the contractor, but they shall not be excessive and shall depend on the fact that the contractor can continue to perform his work normally and that the necessary materials are made available to him in good time.
3. If the delivery period is exceeded, the contractor shall be obliged to fulfil his obligations as soon as possible, unless a situation of force majeure arises.
4. Goods not taken delivery of after expiry of the delivery period shall remain available to client and shall be stored at his expense and risk.
5. Client is obliged to check delivered goods for any shortcomings and/or damage upon delivery. Shortcomings and damage must be noted by the client on the delivery note.
ARTICLE 5 OWNERSHIP
1. All goods delivered shall remain, to the exclusion of any other, the property of Marko and shall be for the account and risk of the client until such time as all claims which Marko has or acquires against the client have been paid in full.
2. If the client fails to fulfil any obligation under the agreement, under these terms and conditions or for any other reason, the commissionee shall be entitled, without notice of default being required, to take back the goods.
3. The client is obliged to immediately inform the commissionee in writing of the fact that third parties are enforcing rights in respect of goods that are subject to a retention of title by the commissionee.
4. By entering into an agreement with the customer, the contractor also acquires, as a security for the proper payment of all claims, on any account whatsoever, a right of ownership to all goods that the contractor has delivered and that are still held by the customer.
ARTICLE 6 PARTIAL DELIVERIES
1. If the agreement relates to several goods, delivery may be made in full or in part. In the aforementioned case, the contracted party will be entitled to invoice the partial delivery, whereby the payment conditions will apply as stated in article 7.
ARTICLE 7 PAYMENT CONDITIONS
1. Unless explicitly agreed otherwise in writing, payment shall be made upon delivery, less any advance or deposit paid. If the Supplier sends an invoice, payment must be made within 14 days of the date of the invoice.
2. The customer is in default, without any notice of default in any form being required, if he fails to meet his payment obligation or any other obligation arising from the agreement with the contractor, these general terms and conditions or the law, or fails to do so in time.
3. Payment will always be made in settlement of the oldest outstanding invoice.
4. The claim for partial or full payment of the agreed price is immediately due and payable in the event of non-payment or late payment of the agreed instalment, if the customer goes into liquidation, requests a suspension of payments or if the customer's receivership is applied for, if any attachment is levied on the customer's goods and/or claims and if the customer dies or goes into liquidation.
5. If payment of an invoice has not been made within 14 days after the date of the invoice, the contractor is entitled to charge the customer default interest of 1% per month with retroactive effect to the date of the invoice, whereby part of a month will be calculated as a full month.
6. In addition to the principal sum and the interest on arrears, the client shall owe all costs, both judicial and extrajudicial, caused by his non-payment or late payment. The extrajudicial collection costs are set at 15% of the principal amount, with a minimum of € 50, - plus VAT. The extrajudicial costs shall be due from the moment that the client has been placed in default in any way.
7. Unless proof to the contrary is provided, the client will be required to acknowledge the entries made by the contracted party as correct.
8. If the customer remains in default of payment, the contracted party will be entitled to cancel further work.
9. At the first request of the contracted party, the customer is obliged to provide sufficient security for the payment of the claim. If he fails to do so, the contractor shall be entitled to cancel further work until adequate security has been provided.
ARTICLE 8 DISSOLVING AND CANCELLING
1. Client shall only be entitled to dissolve the agreement if there is a legal basis for doing so.
2. Cancellation by the customer is only possible if the contractor agrees to it. If the contractor agrees to cancellation, he shall be entitled to charge 10% of the principal sum as a result of loss of profit. In addition, the client shall be obliged to reimburse the contractor for costs already incurred in connection with the order. In the event of cancellation, the client cannot claim for what the contractor has already performed.
ARTICLE 9 LIABILITY
1. Contractor shall never be obliged to compensate any damage, whether direct or indirect, caused by defects in goods delivered, unless such damage can be attributed to him on the basis of a statutory provision.
2. The contractor shall not be liable for damage caused by its staff or auxiliary persons it engages, unless the damage is caused by the gross negligence or fault of persons for whose actions the contractor is liable.
3. The contractor shall never be liable for a higher amount than the price for which the goods were delivered or the work was done, with a maximum of €. 500.000,- per claim.
ARTICLE 10 FORCE MAJEURE
1. Contractor shall be entitled, forced by force majeure, to dissolve the agreement without being obliged to pay any form of compensation.
2. Force majeure shall be understood to mean all causes beyond the control of Marko, including the threat of war, natural disasters, weather conditions, strikes in its own company or a supplier company, late or incorrect deliveries by suppliers, etc.
3. If the force majeure situation is only temporary, the contractor shall also have the right to suspend performance of the order until such time as the force majeure situation has ended.
4. If the contractor has already protested before the force majeure situation occurred, he is entitled to invoice the work already carried out and/or goods already delivered.
ARTICLE 11 TRANSPORT
1. Unless otherwise agreed, delivery shall be ex works or ex warehouse.
2. Transport of the goods shall take place at the client's risk, unless delivery carriage paid, including insurance, has been agreed.
ARTICLE 12 INDEMNIFICATION
1. Client shall indemnify Contractor against all liability which the latter might incur towards third parties in respect of goods supplied and work carried out by Contractor.
2. The client also indemnifies the contracted party against third-party claims relating to the infringement of any rights, including copyrights and/or patent rights, arising from making drawings and/or computer programs available to the contracted party.
ARTICLE 13 GUARANTEE
1. Contractor guarantees that delivered goods and work performed comply with the normal requirements of usability, reliability and with the relevant regulations.
2. In the event of any apparent defects to goods supplied, Contractor shall be entitled, at his discretion, to repair the parts free of charge or replace them with other parts.
3. In the event of faulty assembly or installation, the defects arising will be remedied by the contracted party.
4. If the goods or installations delivered by the contracted party lack promised characteristics, the contracted party will make such adjustments that the promised characteristics are no longer lacking.
5. The warranty obligation of the contracted party will lapse in the event of injudicious use of the goods and/or installations, failure to observe the instructions for use, use not in accordance with the intended purpose, having repairs carried out by a third party without the consent of the contracted party, making changes or removing numbers or plumbs. The duration of the guarantee is always explicitly mentioned on the invoice.
6. If the contracted party is not the actual manufacturer of the delivered goods, it will not be obliged to provide a more extensive guarantee than that provided by the actual manufacturer of these goods.
7. If inspections and/or work have to be carried out as a result of a complaint by the customer, the costs will be for the latter if it turns out that there is no defect in the goods delivered.
8. Repair or replacement shall only take place within the Netherlands. The guarantee in respect of goods located abroad is limited to the costs of repair or replacement up to the amount that this would have incurred in the Netherlands.
ARTICLE 14 COMPLAINTS
1. Any complaints must be made in writing, within 8 days of delivery of the goods. After this period, the client will be deemed to have approved the delivery.
2. The customer shall under no circumstances be able to enforce a claim against the contractor after the customer has put part of the delivered goods into use, processed them or resold them to third parties.
3. The handling of complaints does not affect the customer's payment obligation.
ARTICLE 15 Quality
1. Testing of the goods shall generally take place in the factory in accordance with the usual standard procedures.
2. The testing of work carried out shall take place at the place where it was performed.
3. Client is only entitled to demand special tests or tests elsewhere if this has been explicitly agreed. If client wishes to be present at such tests, he should make this known in good time.
4. In the appropriate cases, a test report shall be drawn up. If the conclusion of the report leads to rejection, the Contractor shall be given the opportunity to submit the goods for testing again within a reasonable period, after repair and/or replacement work has been carried out.
5. Additional costs arising from special tests, tests carried out elsewhere or delays not attributable to the contracted party shall be borne by the client and shall be charged to him.
ARTICLE 16 PRICE CHANGES
1. Increases in the prices of materials or semi-manufactured products that are required for the execution of the order and changes to charges and taxes imposed by government bodies may be passed on to client.
2. In the event of a price increase for the delivery of materials or semi-manufactured products within 3 months of entering into the agreement but before the delivery of the goods, client shall be entitled to dissolve the agreement.
ARTICLE 17 ADVICE AND INFORMATION ON THE GOODS
1. Advice and information shall be provided without obligation and to the best of the company's knowledge.
2. Contractor accepts no liability whatsoever for the advice given and data made available.
3. Client is obliged to carry out his own investigation into the suitability of the goods to be delivered for the intended purpose.
ARTICLE 18 DISPUTES
1. All disputes arising from offers, agreements, deliveries and services provided shall be subject to the opinion of the competent civil court in the district of residence or place of business of the contractor, unless the customer objects.
ARTICLE 19 FINAL PROVISIONS
All agreements concluded, offers made and deliveries made under these terms and conditions shall be governed exclusively by Dutch law, with the exception of the Uniform Law on the International Sale of Goods.
These terms and conditions have been deposited at the Chamber of Commerce in Tilburg.