General Terms and Conditions
General terms and conditions of delivery and payment
The Private Company "Computer Business Applications"
Hereinafter referred to as "C.B.A", with its registered office and principal place of business in Amsterdam
Filed in the dutch language with the Chamber of Commerce and Industry for Amsterdam
on December 4, 1992 under number 1359
CHAPTER I: GENERAL PROVISIONS
1.1 All our offers, agreements and their implementation are exclusively governed by these terms and conditions. Deviations must be expressly agreed with us in writing.
1.2 In these terms and conditions, "the other party" is understood to mean: any (legal) person who has concluded or wishes to conclude an agreement with our company and, in addition to this, its representative(s), authorized representative(s), successor(s) in title ) and heirs.
1.3 The own terms and conditions used by the other party remain unaffected insofar as they do not conflict with these terms and conditions. In that case, our terms and conditions will always take precedence, even if priority has been stipulated otherwise.
2. CONCLUSION OF AGREEMENT
2.1 All offers, in whatever form, are without obligation, unless a binding offer as described in 2.4 has been made explicitly and in writing.
2.2 An agreement is only concluded after C.B.A. has confirmed an assignment in writing, or has commenced its execution.
2.3 If the stated in the written confirmation by C.B.A. deviates from what is stated in the written order by the other party, then what is stated in the confirmation is deemed to have been agreed, unless the other party responds in writing within seven days of receipt of the confirmation.
2.4 An offer is binding if made in writing, stating a term within which it can be accepted.
2.5 For transactions for which, due to their nature and size, no quotation or order confirmation is sent, the invoice is deemed to accurately and fully reflect the agreement, subject to complaints within 3 working days. In cases as described above, the invoice is deemed to correctly reflect the content of the agreement.
3.1 Unless stated otherwise, our prices are:
- based on delivery ex our company, warehouse or other storage place,
- excluding VAT, import duties, other taxes, levies and duties,
- excluding the costs of packaging, loading and unloading, transport and insurance,
- stated in Euros; any exchange rate changes will be passed on.
3.2 In the event of an increase in one or more of the cost price factors, we are entitled to increase the order price accordingly; all this with due observance of any existing statutory regulations, on the understanding that future price increases already known must be stated in the order confirmation.
4.1 With regard to default, C.B.A. only liable if, after proper notice of default, the other party terminates the agreement prematurely or dissolution of the agreement is effected at its request.
The liability of C.B.A. is limited to the extra costs incurred by the other party which are the direct result of the completion of the unfinished assignment by another party or the provision of replacement goods or services by a third party, but not exceeding the lower of the following two amounts: € 100,000. -, or the amount equal to the total stipulated price (excluding sales tax) of the work and deliveries assigned to us, which price in the case of continuing performance contracts will be equal to the price of the work assigned during the period of three months prior to termination.
4.2 CBA and/or personnel of C.B.A. is in no way liable towards the other party and/or third parties for damage caused by unlawful acts by C.B.A., personnel of C.B.A. and/or third parties of which C.B.A. serves.
4.3 Exceptions to what is stipulated in 4.2 are:
C.B.A. is liable for damage caused by intentional or gross negligence on the part of C.B.A. and/or personnel of C.B.A., on the understanding that the liability of C.B.A. per event or series of events is limited to a maximum of €100,000.
C.B.A. is liable for death or personal injury caused by unlawful acts of C.B.A. and/or personnel of C.B.A., on the understanding that the liability of C.B.A. per event or series of events is limited to a maximum of €100,000.
4.4 Under no circumstances and in any way will C.B.A. and/or personnel of C.B.A. can be held liable towards the other party and/or third parties for, by C.B.A. or personnel of C.B.A. or third parties of which C.B.A. uses, as a result of non-performance, late performance or incorrect performance or unlawful action caused consequential damage and/or indirect damage.
Indirect and/or consequential damage includes business interruption, data loss and/or data corruption, pure financial loss, financial or commercial losses, loss of profit, etc.
4.5 Liability-exclusive provisions imposed by the other party on persons entering the grounds and/or buildings of the other party do not apply with regard to C.B.A. and/or personnel of C.B.A..
5. FORCE MAJEURE
5.1 Force majeure is understood to mean:
any circumstance independent of the will of the parties or unforeseeable circumstances as a result of which fulfillment of the agreement can no longer reasonably be required by the other party.
5.2 If, in our opinion, the force majeure will be of a temporary nature, we have the right to suspend the performance of the agreement until the circumstance causing the force majeure no longer occurs.
5.3 If, in our opinion, the force majeure situation is of a permanent nature, the parties can make arrangements regarding the dissolution of the agreement and the associated consequences.
5.4 We are entitled to claim payment for the services performed in the performance of the agreement in question, before the circumstance causing force majeure has become apparent.
5.5 The party that believes that it is (or will be) in force majeure must immediately inform the other party thereof.
.1 Any complaints will only be dealt with by us if they have reached us directly in writing within 3 days after delivery of the relevant performance, accurately stating the nature and grounds of the complaints.
6.2 Complaints about invoices must also be submitted in writing within 3 days of the invoice date.
6.3 After the expiry of this period, the other party is deemed to have approved the delivered goods or the invoice, respectively. Complaints will then no longer be processed by us.
6.4 If the complaint is found to be justified by us, we are only obliged to deliver the agreed performance.
6.5 Only if and insofar as the complaint is found to be justified will this suspend the payment obligation of the other party until the moment at which the complaint has been settled.
7.1 Unless agreed otherwise in writing, payment must be made in cash upon delivery without any discount, or by deposit or transfer to a bank or giro account designated by us within 30 days of the invoice date.
The value date indicated on our bank/giro statements is decisive and is therefore regarded as the payment date.
7.2 All payments made by the other party will primarily serve to settle any interest and collection costs incurred by us and then to settle the oldest outstanding invoices.
7.3 If the other party:
a. is declared bankrupt, assigns an estate, a request for suspension of payment of
submits payment or if all or part of his property is seized,
b. dies or is placed under guardianship,
c. fails to comply with any obligation imposed on it by virtue of the Law or of these conditions,
d. fails to pay an invoice amount or part thereof within the period set for this,
e. proceeds to cessation or transfer of his business or an important part thereof, including
the contribution of his company to a company to be established or already existing, or changes the objective of his company, we have the right, by the mere occurrence of one of the reported circumstances, either to regard the agreement as dissolved without any judicial intervention will be required, or any amount owed by the other party on the basis of the services provided by us, immediately and without any warning or notice of default being required, in full, all without prejudice to our right to compensation of costs, damages and interests.
7.4 The other party is not entitled to offset amounts owed to us by the other party against amounts owed by us to the other party.
7.5 The other party does not have the right in the event of alleged non-performance by C.B.A. to suspend payments until such time as it has been established by final court judgment whether there is a case of non-performance.
7.6 If the other party has not expressly indicated for which debt a payment has been made, we are entitled to determine unilaterally for which debt payment has been made.
8. INTEREST AND CHARGES
8.1 If payment has not been made within the period stated in the previous article, the other party will be in default by operation of law and will owe interest of 1.5% per (part of a) month on the outstanding amount from the invoice date.
8.2 All judicial and extrajudicial costs to be incurred will be borne by the other party.
The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest.
9. APPLICABLE LAW
9.1 All our offers, agreements and their implementation are governed exclusively by Dutch law.
10.1 All disputes, including those that are only regarded as such by one party, arising out of or in connection with the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or implementation, whether of a factual or legal nature, shall be decided by the competent civil court within whose jurisdiction our place of residence is located, unless the subdistrict court has jurisdiction.
11. CONFIDENTIALITY AND SECURITY
11.1 The parties undertake to take measures to ensure confidentiality with regard to all data of a confidential nature of which the parties and their employees, or third parties that the parties use in the performance of an agreement, become aware.
12. SUSPENDATION OF FULFILLMENT
12.1 CBA is entitled, after written notification to the other party, to suspend with immediate effect all obligations arising from an agreement if the other party owes C.B.A. remains in default for whatever reason, including failure to make payments on time.
CHAPTER II: GOODS
13. DELIVERY TIMES
13.1 From the moment of conclusion of the purchase agreement, the purchased goods are at the risk of the other party. Unless agreed otherwise, delivery is ex warehouse C.B.A.
Free delivery only takes place if and insofar as this has been agreed by us with the other party and is indicated on the invoice or otherwise.
13.2 The other party is obliged to check the delivered goods or the packaging immediately upon delivery, but in any case within 3 working days, for any shortages and/or damage, or to carry out this check after notification from us that the goods are at the disposal of the other party. to stand.
13.3 Any shortcomings and/or damage to the delivered goods and/or the packaging that are present upon delivery must be stated by the other party on the delivery note, the invoice and/or the transport documents, failing which the other party will be deemed to have has been approved. Complaints in this regard will then no longer be processed.
13.4 We are entitled to deliver in parts (partial deliveries), which we can invoice separately.
13.5 Delivery times are always approximate, unless expressly agreed otherwise in writing.
13.6 If the goods have not been accepted by the other party after the delivery period has expired, they will be stored at his disposal, at his expense and risk.
When the other party also after our summons to do so