General Terms and Conditions of C4IT
Article 1 General
- In these general terms and conditions, the client or prospective client is referred to as the client and the user of these general terms and conditions – i.e. C4IT BV – as C4IT.
- These general terms and conditions always prevail over any terms and conditions of the client.
- The present conditions apply to all offers and deliveries to the client and agreements concluded by C4IT with the client for the provision of services and the delivery of goods.
- Deviations from or additions to these conditions are only valid if they have been confirmed in writing by the management of C4IT.
Article 2 Budgets, quotations, offers and conclusion of the agreement
- All budgets, quotations and offers of C4IT, in any form whatsoever, are without obligation, unless the contrary explicitly follows from them.
- Illustrations and descriptions in offers, prospectuses, catalogues, drawings, models, calculations, price lists and other information provided by C4IT are not binding on C4IT.
- The agreement is concluded when C4IT confirms the order in writing or has started the execution of the order within five working days after C4IT has received the order.
- C4IT is free to execute the order in parts.
Article 3 Price
- For C4IT, the purchase price is based on the euro. If invoicing nevertheless takes place in a currency other than the euro and a change in exchange rate has occurred between the time the agreement is concluded and the time of delivery, C4IT shall be entitled to review the original purchase price in foreign currency.
- Without prejudice to the provisions of paragraph 1, every sale shall take place under the explicit condition that the price(s) is (are) based on the cost factors applicable at the time of the conclusion of the sale, including import duties, levies and taxes. If changes occur in the aforementioned cost factors between the time the agreement is concluded and the time of delivery, C4IT shall be entitled to review the original purchase price.
- If the original purchase price is increased by more than five percent of the original purchase price pursuant to the first and/or second paragraphs, the buyer has the right to dissolve the agreement. The dissolution must then take place in writing within five days after C4IT has informed the buyer of the price increase.
Article 4 Delivery and risk
- Unless explicitly agreed otherwise, goods shall be delivered carriage paid to a delivery address within the Netherlands (ground floor), on the understanding that the order costs applicable at C4IT at the time of the order shall be charged for orders below the amount determined by C4IT for that purpose at the time of the execution of the order. Information regarding order costs will be provided to the client at the client’s request.
- The risk with regard to damage and loss of the delivered goods and of any damage resulting therefrom shall be transferred to the client immediately upon delivery of the goods.
- If it has been agreed that the goods will be delivered on direct supply, the risk of incorrect, untimely and non-arrival as well as the risk of and during the supply shall be entirely at the expense of the client. If after proper summons, the consignor or the person from whom and/or the person with whose mediation the purchased goods are obtained, fails to fulfil its obligations, in whole or in part, regardless of the reason or the cause, C4IT has the right to dissolve the agreement with the client.
- If the goods to be delivered are not collected and/or the delivery is not accepted by the client, the goods will be stored at the expense and risk of the client at a location to be determined by C4IT, after which delivery is deemed to have taken place.
Article 5 Delivery times
- Specified delivery times shall never be regarded as strict deadlines, unless explicitly agreed otherwise. In case of late delivery, C4IT must therefore be given notice of default in writing.
- If, in the case of delivery on demand, no deadlines have been set for the delivery on demand, C4IT shall be entitled to payment three months after the order has been placed. If within three months, no order has been placed for delivery on demand or only a partial order, C4IT shall have the right to demand in writing that the client must specify a period within which the total quantity shall be ordered, to which demand the client shall be obliged to respond within five working days. The period to be specified by the client as a result of the summons may not exceed three months.
Article 6 Quality
- Unless explicitly stated otherwise in the order/sale, normal quality will be delivered and in terms of type, dimensions, quantities, etc., per trade unit, normal trading practices will be considered as agreed upon.
Article 7 Warranty
- With due observance of the provisions of Article 11, C4IT guarantees that it will provide the services agreed upon between the client and C4IT to the best of its ability.
- With due observance of the provisions of the following paragraphs of this article and Article 11, C4IT guarantees the soundness of the goods delivered for a period of six months after the invoice date.
- The warranty does not apply to the delivery of used goods.
- The warranty shall lapse if, during the period referred to in paragraph 2, the client carries out repairs or alterations to the delivered goods or has them carried out without the prior consent of C4IT.
- The warranty does not apply if the reported defects were caused by:
- improper storage
- improper handling
- improper application
- the failure to carry out proper maintenance
- the use of the delivered goods for purposes other than the normal use of the goods.
- For items for which C4IT is not deemed to be the manufacturer, C4IT grants the same warranty as its supplier grants C4IT, but with a maximum of 12 months after the invoice date.
Article 8 Acceptance and complaints
- Checking the number of items delivered is the responsibility of the client. If no complaint is made about the number of items delivered immediately after receipt, the quantities – stated on the consignment notes, delivery notes or similar documents – shall be deemed to be correct. In order to be valid, complaints about any defects or damage must be recorded on the receipt by the client.
- The client must report any defects or deviations from the specifications that are visible from the outside to C4IT in writing, as soon as possible, but no later than five working days after receipt of the delivered goods, failing which the client shall be deemed to have accepted the delivered goods.
- The client must report any defects or deviations from the specifications that are not visible from the outside to C4IT in writing, as soon as possible but no later than five working days after discovery of the defects or deviations and in any case within a period of two months after the invoice date, failing which the client shall be deemed to have accepted the delivered goods.
- Complaints relating to services provided and/or the invoice amount must be notified to C4IT in writing within five working days after the date of dispatch of the documents or information to which the client’s complaint is related, or within five working days after the discovery of the defect if the client demonstrates that it could not reasonably have discovered the defect earlier.
- Complaints do not give the client the right to suspend payment, waive payment in full or claim set-off.
- If the complaint is well-founded, C4IT shall, at its own discretion, either pay equitable compensation of up to the invoice value of the relevant part of the services provided or goods delivered, or replace the goods following the return of the goods provided originally. C4IT shall not be obliged to pay any further compensation. Indirect damage will never be compensated.
Article 9 Liability
- C4IT’ liability is limited to the fulfilment of its warranty obligations. Any further liability, whether for direct or indirect damage, costs and interests is explicitly excluded. The client indemnifies C4IT against any possible liability towards third parties arising from or in connection with services provided and/or deliveries made by C4IT to the client.
Article 10 Force majeure
- C4IT accepts no liability if it is unable to meet its obligations in the event of force majeure.
- In these terms and conditions, force majeure is understood to mean any circumstance as a result of which fulfilment of the agreement by C4IT can no longer reasonably be demanded by the client, including in any case war, threat of war, civil war, riots, flooding, strikes, lockouts, lack of personnel, transport difficulties, fire, government measures, import and export bans and operational disruptions.
- In the event of force majeure, C4IT shall be entitled, at its discretion, either to extend the delivery time of the services to be provided or the goods to be delivered by the duration of the impediment, or to dissolve the agreement, insofar as it is affected by the impediment. If the client requests C4IT to do so in writing, C4IT shall be obliged to communicate its choice within five working days.
Article 11 Retention of title
- C4IT retains the title to the goods delivered to the client until all its claims against the client in respect of the consideration for the goods delivered or to be delivered by C4IT to the client under any agreement, in respect of the consideration for the work carried out or to be carried out by C4IT for the client under such an agreement, and in respect of compensation due to the non-fulfilment of the agreements referred to above, have been settled.
- As long as the ownership of the goods has not been transferred to the client, the client may not process, pledge, transfer ownership of or grant any other right to the goods to third parties, without prejudice to the provisions of the following paragraph.
- The client is permitted to sell and deliver the goods delivered under retention of title to third parties in the course of its normal business operations. Apart from in the aforementioned case, the client is obliged to store the goods delivered under retention of title with due care and as the recognisable property of C4IT. In the event of a breach of the above provisions, the purchase price shall become immediately due and payable in full, irrespective of any stipulation to the contrary.
- C4IT is hereby irrevocably authorised by the client to take back the goods delivered under retention of title (or have them taken back) without any judicial intervention, summons or notice of default. The client must cooperate in this respect, on pain of a fine of €450 (four hundred and fifty euros) for each day that the client remains in default. The retrieval of the goods by C4IT does not result in the dissolution of the agreement, unless C4IT has explicitly informed the client of this.
Article 12 Payment
- C4IT reserves the right to invoice partial deliveries of services and/or goods separately. Unless explicitly agreed otherwise or otherwise stated on C4IT' invoices, payment must be made within thirty days of the invoice date at the offices of C4IT or into an account to be specified by C4IT.
- With effect from the first day after the period referred to in paragraph 1, the client shall be liable by operation of law, i.e. without a reminder or notice of default being required, for default interest of one percent for each month, whereby part of a month counts as an entire month, of subsequent non-payment, without prejudice to the exigibility.
- If, in the event of late payment, C4IT has handed over its claim to a third party for collection, the client shall be obliged to pay in full both the judicial and the extrajudicial collection costs. The extrajudicial collection costs shall amount to fifteen percent of the amount to be claimed.
- If the client is in default of payment towards C4IT, C4IT shall have the right to suspend the further execution of all current agreements between the parties until such payment has been made, while – if otherwise agreed – cash payment may be demanded for further deliveries.
- Should C4IT be of the opinion that good grounds exist before or during the execution of an agreement, C4IT shall have the right not to perform and/or deliver or not to continue to perform and/or deliver, unless at its request and to its satisfaction the client has provided security for all that the client owes or will owe to C4IT. In the latter case, C4IT may, on pain of immediate exigibility of the price of the services already provided and/or goods delivered and the discontinuation of the provision of any further services and/or delivery of goods, also require security to be provided in the time between the provision and/or delivery and payment.
- The client shall be obliged to provide C4IT with the security referred to in paragraph 5 for all that it owes or will owe C4IT, even if C4IT has not suspended or discontinued its delivery or other commitments. The costs of legal assistance, service costs and suchlike on the part of C4IT shall always be for the account of the client.
- If the client is in default of payment and C4IT therefore retrieves the goods delivered, making use of the retention of title as referred to in Article 11, the costs thereof shall be borne by the client.
- Payments made by the client shall first of all serve to reduce all costs, then to reduce all interest due and finally to reduce the oldest invoices due – even if the client states that the payment relates to a later invoice – and all interest accruing. All payments must be made without discount or set-off.
Article 13 Attributable shortcoming of the client
- If the client fails to fulfil its obligations within three working days after having been given notice of default by C4IT, C4IT shall be entitled to dissolve the agreement immediately without judicial intervention, without prejudice to any right to compensation.
Article 14 Applicable law
- The parties declare that this agreement and any agreements resulting therefrom shall be governed by Dutch law.
Article 15 Disputes
All disputes, of any nature whatsoever – including those which are considered as such by only one of the parties – which may arise between the client and C4IT as a result of this agreement or the agreements resulting therefrom, shall be settled by the competent division of the court in whose jurisdiction the actual head office of C4IT in the Netherlands is located at the time the proceedings are instigated.