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Article 1 - Applicability
- In these terms and conditions, Telecom Supplier BV established in Nijmegen, is acting under the name "TelecomSupplier", and will be referred to as "TelecomSupplier", and the (legal)persons to whom an offer is addressed and/or with whom an agreement is reached will be referred to as "the buyer".
- These terms and conditions apply to all offers and agreements with TelecomSupplier. Exceptions to these terms and conditions are only valid through the written permission of TelecomSupplier. The terms and conditions of the buyer do not apply to offers and agreements with TelecomSupplier.
- The nullity or elimination of one or more stipulations of these terms and conditions does not affect the applicability of the other stipulations of these terms and conditions. TelecomSupplier and the buyer will agree to replace null and void or destroyed stipulations of these terms and conditions with stipulations that, as far as possible, are consistent with the purpose and scope of the null or void stipulations.
- The term "written" should also be understood to mean electronic variants, including - not exclusively - e-mail and fax messages. Insofar as there is a difference of opinion about whether or not an electronic message has been received, the administration or the TelecomSupplier log files are determinative. In the event of a dispute, TelecomSupplier will make these administration or log files available to the buyer.
Article 2 - Offer and agreement
- An offer from TelecomSupplier is made without obligation and may be cancelled, revoked or amended by TelecomSupplier up until the third day after TelecomSupplier's notice of acceptance of this offer.
- An offer from TelecomSupplier is valid for 30 days after its date of issue, unless the offer has a different period of validity, or the validity period for its expiration by TelecomSupplier has been extended in writing.
- If an offer has been made by TelecomSupplier, an agreement between TelecomSupplier and the buyer is first established through the buyer's unconditional acceptance of TelecomSupplier's offer and/or by the buyer placing an order with TelecomSupplier. In the case of the buyer's order deviating from TelecomSupplier's offer, the offer will be definitive.
- If no offer has been made by TelecomSupplier, an agreement is first reached by written acceptance of the buyer's order by TelecomSupplier. If the written acceptance differs from the offer, the written acceptance is definitive.
- Changes to and/or additions to the agreement will be valid only after such changes and/or additions have been agreed by TelecomSupplier and the buyer in writing.
- TelecomSupplier is authorised to execute the agreement through third parties.
- The buyer is only authorised to cancel the agreement, if expressly agreed in that agreement. If the buyer cancels the agreement - legally - the buyer is obliged to reimburse TelecomSupplier the costs incurred by TelecomSupplier in connection with the administration of the offer, the execution of the agreement and the loss of costs resulting from the the cancellation. The costs incurred by TelecomSupplier will be specified and communicated to the buyer in writing.
- TelecomSupplier has the unilateral right to terminate, or dissolve the agreement, or parts of the agreement with immediate effect and/or suspend or terminate the execution of its obligations, or part of its obligations arising out of the agreement with immediate effect.
- the customer is liable for the faults in respect to one or more of their obligations arising from the agreement not being met, in this case, in the event of a decision to totally expire the terms of the agreement TelecomSupplier will not be liable to the buyer;
- a request for suspension of payment or provisional suspension of payment by the buyer has been submitted;
- a request for registration of bankruptcy of the buyer has been submitted;
- a cancellation and/or liquidation of the buyer, being a legal person, has been taken;
- The customer has passed away or has been placed under palliative care. If TelecomSupplier has already performed (in part) or has incurred costs as referred to in Article 2 or 3, the legal successors will, in the event of the buyer's death, reimburse the costs incurred on their behalf, by virtue of the general legal obligations of succession.
- one or more shares in the buyer have been transferred to others than the shareholder(s) upon the conclusion of the agreement;
- the company operated by the buyer is wholly or partly transferred to one or more others;
- TelecomSupplier will not owe any damages to the buyer arising from the dissolving of the agreement and the suspension of obligations in the agreement for the reasons stated above.
- If the agreement is terminated, the services received by the buyer in execution of the agreement and the related payment obligations of the buyer shall not be subject to being cancelled unless TelecomSupplier is in default of it's agreement. The invoiced costs sent by TelecomSupplier - arising from services performed before or upon termination of the agreement - are directly made at the time of dissolving the agreement and are therefore immediately due.
Article 3 - Delivery, reduction and return
- The delivery of goods by TelecomSupplier to the buyer takes place at the buyer's location and will only be done elsewhere if agreed in writing. TelecomSupplier is authorised to deliver volume orders in parts.
- The costs of transport, shipping, import, export, storage and insurance of goods delivered by TelecomSupplier to the buyer are borne by the buyer, including on transport, shipping, import, export, storage and/or insurance on which it is otherwise stated.
- Except if it has been otherwise agreed, the delivery of goods by TelecomSupplier shall take place after payment by the buyer in the advance of the amounts due.
- TelecomSupplier's terms of delivery have been determined to the best of our knowledge on the basis of the information received from TelecomSupplier. They are not an essential part of the agreement and will be respected by TelecomSupplier as much as possible. TelecomSupplier is not liable in the case of an unmet delivery deadline, where this has been declared. On the sole basis of exceeding a declared delivery deadline by TelecomSupplier, the buyer does not have the authority to terminate the agreement in whole or in part. If TelecomSupplier expects to exceed a delivery deadline, TelecomSupplier will inform the buyer as soon as possible. TelecomSupplier is not bound by delivery terms not being met, when these arise from circumstances that occur after the contract has been agreed and which are out of the control of TelecomSupplier.
- The buyer is obliged to take delivery of orders within the agreed terms of the delivery period. In the case of no duration agreement having been stated, the buyer is obliged to take delivery of all business relating to the matter for at at least 6 weeks after the conclusion of the agreement.
- The delivery of business through TelecomSupplier is not liable to the provisions of Article 3 (2) above and Article 5 below and for the buyer's risk from the time when the buyer or an assistant to the buyer has the control on these matters.
- Without prejudice to the content of Article 7, TelecomSupplier is not obliged to accept any items returned by the buyer to TelecomSupplier without its prior written consent. The acceptance of goods returned by the buyer does not imply the recognition by TelecomSupplier of the reason for the return. On returns to TelecomSupplier by the buyer the buyer's risk remains and the buyer continues to owe the agreed amounts until TelecomSupplier has credited the buyer for these matters. If TelecomSupplier does not accept returned business, the buyer is obliged to reimburse TelecomSupplier in connection with returned business costs.
- Goods delivered by TelecomSupplier to the buyer, which have been used, processed, or delivered to the buyer in whole or in part, are deemed to have been so in accordance with the agreement.
- The buyer can not make any claims relating to deviations from TelecomSupplier's products or TelecomSupplier's offers, pictures of products, and/or samples provided resulting from the changing of images, pictures of products and/or samples provided with the offer.
- For all orders, Telecom Supplier offers free delivery within the European Union. In case of delivery outside of the European Union, shipping costs will be charged in agreement with the buyer. The buyer is always informed of this fee prior to placing an order. Large shipments or special requests may also result in additional shipping costs, the buyer will be informed before placing the order.
- Return of goods delivered to the buyer is possible, provided that the item is returned within five business days of receipt. Upon receipt of the returned goods by TelecomSupplier, the invoiced amount is considered as the balance of funds. This balance will be deducted from outstanding invoices, or in case of bank or online payment will be refunded within 5 business days.
Article 4 - Price and payment
- All prices stated by TelecomSupplier are exclusive of sales tax and other taxes imposed by the government. TelecomSupplier is not bound by published prices when offers are made exclusively to the buyer. Other parties do not have the right to the prices quoted in a customer-oriented offer.
- TelecomSupplier is authorised to adjust agreed prices and rates - with immediate effect - based on the average change in the cost of TelecomSupplier's delivery of goods and/or services. An adjustment of agreed prices and tariffs does not affect the agreement.
- The buyer is liable for the administration costs of TelecomSupplier's offer as requested by the buyer and accepted by TelecomSupplier. If there are no unforeseen difficulties in executing the agreement at conclusion of the agreement, the resulting additional costs will be borne by the buyer.
- Invoices - including pro forma invoices - from TelecomSupplier must be paid in accordance with the payment terms specified in the offer, on acceptance of the invoice provided by TelecomSupplier. If no payment period is specified, the invoice must be paid within 30 days of the invoice date (expiration date).
- Companies or institutions registered with the Chamber of Commerce can place orders on credit. Delivery of the ordered goods takes place after testing and approval of the order and the buyer by TelecomSupplier.
- Billing will take place on the day of delivery. Payment period is 30 days.
- If the amount due by the buyer has not paid within the agreed term, the buyer will be liable for a delay-interest rate of 12% per annum with effect from the defaulted due date on the outstanding amount. If the buyer fails to pay outstanding amounts after the first reminder, the buyer will be liable to pay the legal costs incurred by TelecomSupplier in and out of court - including the liquidation processing costs - to TelecomSupplier.
- TelecomSupplier is authorised to make payment claims to the buyer - despite contrary claims by the buyer - to cover claims not arising out of the agreement and claims arising from the buyer's negligence in the performance of obligations arising from the agreement.
- The buyer is not authorised to suspend payment obligations towards TelecomSupplier. Settlement of (payment) obligations with TelecomSupplier is only possible with the written consent of TelecomSupplier. The buyer is not authorised to terminate the agreement with TelecomSupplier in the case of TelecomSupplier being at fault.
- If the buyer fails to fulfil its payment obligations to TelecomSupplier completely or within the required payment period, TelecomSupplier is authorised to absolutely suspend and/or not comply with its obligations to the buyer.
- The buyer is obliged to ensure, on the first request of TelecomSupplier, compliance with TelecomSupplier's demands resulting from the agreement. If, however, the buyer insufficiently complies and/or fails to comply with agreements to the satisfaction of TelecomSupplier's claims, TelecomSupplier is authorised to fully suspend and/or fail to fulfil its obligations to the buyer.
Article 5 - Retention of property and rights
- All TelecomSupplier goods supplied to the buyer remain property of TelecomSupplier until all of the amounts due on the contract of the buyer for delivered and/or to be delivered products and/or services, including the items referred to in Article 4 (5) above, have been paid in full to TelecomSupplier in accordance with the correct execution of the agreement. The buyer is not entitled to decide on matters in which the retention of property rights referred to in the previous sentence is concerned and will inform stakeholders - including acquisitioners under law - of that decision.
- TelecomSupplier's rights other than property rights are always granted or transferred to the buyer under the suspensive condition that the amounts due to TelecomSupplier - including the amounts due under Article 4 (5) above - and all arrears owed according to the agreement are paid in full to TelecomSupplier.
Article 6 - Intellectual Property Rights
- All intellectual property rights on all products provided under TelecomSupplier name through and/or under the agreement of/or by TelecomSupplier (being: works - including computer software, documentation, topographies and data files - signatures, inventions, drawings, models and other materials) are sole property of TelecomSupplier or its licensor(s). The buyer is not permitted to publicly view and/or reproduce, and/or - otherwise distribute- productions manufactured by/or for TelecomSupplier, supplied by TelecomSupplier as the maker and/or proprietor thereof. The rights grated by TelecomSupplier to the buyer including rights that are exclusively made in the agreement, as well as any non-exclusive rights in accordance with the product, expire immediately when the use the of products is in violation of the rights of TelecomSupplier and/or its licensor(s) , the terms of the agreement and/ r these terms and conditions and/or applicable legal stipulations. Rights granted to the buyer shall not be liable for transfer without affecting the contractual agreements conferred on the buyer in Article 5 of the contract where this transfer falls out of the normal remit of selling and delivering TelecomSupplier related business in the ordinary course of business.
- The buyer is not permitted to remove or modify any indications of intellectual property rights and the confidential nature of information that is owned by TelecomSupplier and/or supplied by TelecomSupplier.
- The buyer is not allowed to alter TelecomSupplier's products or those created and/or made by TelecomSupplier without the permission of TelecomSupplier.
- If and to the extent that TelecomSupplier supplies or other computer software is provided to the buyer or third-parties, the terms and conditions will apply to said third parties for software and other materials instead of providing separate stipulations in these terms and conditions. The buyer accepts the intended terms and conditions for third parties, for which the buyer has been informed and can be requested from TelecomSupplier.
- The buyer will compensate TelecomSupplier for third party claims based on the assertion that TelecomSupplier does not grant third party intellectual property rights through TelecomSupplier's obligations arising from those claims, and that the buyer will fulfil its commitments to reimburse those claims if these result in damages to TelecomSupplier.
- TelecomSupplier warrants that delivered goods comply with their technical specifications and ensures that delivered items do not have material or production defects for a period of at least 12 months after delivery. This warranty obliges TelecomSupplier exclusively to:
repairing defects or delivery of replacement - parts - at the cost of or on behalf of TelecomSupplier;
- reimbursement to the buyer by TelecomSupplier of the component or part - when the defect is too great and it causes unreasonable costs or the delivery of replacement parts of goods by TelecomSupplier is not possible.
- The guarantee referred to in Article 7 (1) shall not apply to: cases where the product has been used or treated incorrectly, negligently, and/or under abnormal circumstances; things that have been repaired by others, maintained and/or changed by others than by TelecomSupplier; defects arising from (external) causes, that cannot be reasonably attributed to TelecomSupplier;
- TelecomSupplier is not responsible for improper use and/or installation/configuration of the delivered products; Items of which the purchase price - in full - has not been paid to TelecomSupplier by the buyer or a settlement that has been agreed with respect to payment of the purchase price;
- The goods provided by TelecomSupplier through a supplier are exclusively applicable to the warranty granted by the supplier for TelecomSupplier. TelecomSupplier will inform the buyer upon request - the contents of - a guarantee provided by the supplier;
- In case of warranty, the buyer must return the relevant goods free of charge and in original packaging to TelecomSupplier as soon as possible, failure to do so will result in the rights on the warranty being revoked.
- TelecomSupplier is not responsible for any material and manufacturing defects in delivered items beyond warranty and liability beyond this article.
- In case of defects, we ask the buyer to request an RMA (Return With Authorisation) from TelecomSupplier. TelecomSupplier is only obliged to repair the goods or to provide a replacement item.
- If the defect is noticed within the first 5 business days of being delivered by TelecomSupplier, a case can be made for DOA (Dead On Arrival). The buyer must report this defect within five business days after delivery, and the product must be returned within ten business days after delivery
- Without prejudice to the content of Article 7, liability and statutory obligations for TelecomSupplier's damages are limited by what is stipulated in these terms and conditions. This article applies correspondingly to claims made by the buyer based on wrongful claims made by TelecomSupplier. Any damages due to bad-performance or unlawful acts by TelecomSupplier is limited to the amount of the invoice value.
- Disputes regarding the interpretation of an agreement or a dispute between TelecomSupplier and the buyer will be submitted to the court in Zutphen. The aforementioned court shall have sole jurisdiction to hear the dispute.
- On agreements between TelecomSupplier and the buyer and on these terms and conditions, Dutch law applies. The stipulations of the Vienna Treaty of Sale (United Nations Convention on International Sale of Goods for Sale) are excluded.