Terms & Conditions

1. APPLICABILITY

1.1 All offers are made subject to the declaration of applicability of the General Terms and Conditions, both on the offers and their confirmation and on the Agreement thus concluded. Deviations from the General Terms and Conditions are only valid if they have been explicitly agreed in writing.

1.2 All offers are valid for seven (7) days, unless explicitly stated otherwise in the offer. The Agreement is concluded at the time of confirmation of the order by Compu-Factory. Orders are confirmed by Compu-Factory within eight (8) working days after receipt thereof.

1.3 Purchase conditions and / or other conditions of the customer do not apply.


2. DEFINITIONS

2.1 Price list: the summary of the prices of the available products and support that applies in the country where the customer places the order and delivery takes place.

2.2 Products: hardware, software, options, documentation, accessories, consumables, parts that are on the Price List on the date that Compu-Factory receives the order from the customer.

2.3 Software: one or more programs running on a computer, a "processor" or a "controller". These programs are built into hardware and cannot be removed from it under normal use or they are listed on the Price List as a separate Software Product or they are listed in conjunction with another Product on the Price List.

2.4 Support: Maintenance and repair of hardware, maintenance and support of the Software, consultancy, training, education and other services provided by Compu-Factory.


3. PRICES AND PAYMENT

3.1 Prices are ex the Compu-Factory warehouse in Haarlem.

3.2 Prices are exclusive of VAT and other government levies. VAT and other government levies are stated separately in the invoice. Offers and invoices are in Euros, unless otherwise agreed in writing.

3.3 Prices in offers are valid for seven (7) days.

3.4 Invoices must be paid within eight (8) days of the invoice date, either by bank transfer or by cash payment.

3.5 Compu-Factory can change the delivery and credit conditions if Compu-Factory is of the opinion that the financial position and / or the payment behavior of the customer give cause to do so.

3.6 The customer has no right to set off. Suspension by the customer of the obligation to pay on time is excluded.

3.7 If the customer does not pay the amounts due on time, the customer owes default interest of one percent (1%) per month on the outstanding amount. A part of a month is considered a whole month.

3.8 If Compu-Factory takes extrajudicial collection measures on the basis of an attributable shortcoming on the part of the customer, the costs thereof will be borne by the customer. These costs are set at fifteen percent (15%) of the invoice amount.


4. ORDERS

4.1 Extradition must be requested within one hundred and eighty (180) days of the order date.

4.2 If the orders for these Products are canceled after the start of the transport, the customer will pay the costs for transport.


5. EXTRADITION

5.1 Delivery in the Netherlands takes place at the place indicated in the order confirmation on the basis of a delivery schedule drawn up by Compu-Factory.

5.2 Delivery depends on the availability of the Product on the date that Compu-Factory receives the order from the customer. Compu-Factory will make every reasonable effort to deliver on the offered or confirmed date. The mere fact that a (delivery) term is exceeded does not put Compu-Factory in default. If Compu-Factory fails to deliver ordered products within thirty (30) days after the agreed date, the customer may cancel this order without any costs.


6. TRANSPORTATION AND TRANSITION OF RISK

6.1 In principle and by default, all Products are delivered from the Compu-Factory warehouse in Haarlem, the Netherlands. Special requests from the customer regarding the packaging or transport instructions must be agreed upon before the actual transport starts and the costs for this will be charged to the customer separately.

6.2 The risk of loss and damage to the Products transfers to the customer at the place of delivery ergo the Compu-Factory warehouse in Haarlem, the Netherlands.


7. RESERVATION OF PROPERTY AND OTHER RIGHTS

7.1 All Products delivered to the customer remain the property of Compu-Factory up to all amounts that the customer owes for the Products delivered or to be delivered or work performed or to be performed pursuant to the Agreement, as well as the amounts referred to in Chapter 3, in full to Compu. Factory are paid.

7.2 Rights are always granted or, as the case may be, transferred to the customer under the conditions that the customer pays the fees on time and in full.

8. INSTALLATION AND ACCEPTANCE

8.1 In all cases, the customer is responsible for ensuring that the place and environment in which the Products are to be installed meets the applicable environmental specifications.

8.2 The Products are accepted by the customer at the time of delivery, unless the customer demonstrates within seven (7) days of delivery that the Product is not properly complying with applicable test procedures or programs ("not operational").


9. GUARANTEE

9.1 Compu-Factory guarantees hardware products against defects in materials. If Compu-Factory receives notification of such defects during the warranty period, Compu-Factory will repair or replace the demonstrably defective hardware Product at its own discretion. Compu-Factory becomes the owner of the parts that are replaced.

9.2 Compu-Factory does not guarantee that the Products will work uninterruptedly and without errors. If Compu-Factory is unable to repair or replace a Product within a reasonable period of time with a Product as guaranteed, the customer is entitled to a refund of 80% of the paid price of the Product after direct return of the defective Product .

9.3 The Products have a standard warranty that applies on the date that Compu-Factory receives the order from the customer unless explicitly agreed in advance in writing. The warranty period starts on the date of delivery.

9.4 The warranty does not apply to defects as a result of or caused by external causes affecting Products, incorrect or insufficient maintenance or calibration by the customer, Software and / or hardware supplied by third parties, Software developed by the customer, by Compu-Factory or the manufacturer of the relevant Product connections or consumables not approved, relocation of the Products by the customer, modifications not authorized by Compu-Factory or the manufacturer of the relevant Product, repairs carried out by the customer or third parties, careless or improper use, use outside the environmental specifications of the Product and improper setup of the installation site by the customer.

9.5 No warranty is provided on consumables. Recovery of lost data and / or mutilated data is not covered by the warranty.

9.6 Work and costs of repair or replacement outside the scope of this warranty will be charged by Compu-Factory to the customer at the standard rates of Compu-Factory.

9.7 Warranty on Products is provided from the Compu-Factory Service Center in Haarlem, the Netherlands.


10. SUPPORT

10.1 Support for hardware Products is available for at least three (3) years from the date of discontinuation of the manufacturer of that Product.

10.2 Compu-Factory does not provide Support for "Non-Qualified Products". Non-Qualified products are hardware and Software that have not been delivered or approved by Compu-Factory and Products for which the customer does not allow Compu-Factory to make changes. The customer is responsible for the removal of Non-Qualified Products to enable Compu-Factory to provide Support. If the provision of Support is made more difficult by a Non-Qualified Product, Compu-Factory will charge the customer the costs for the extra work at Compu-Factory's standard rates.


11. FORCE OF THE MAJORITY

11.1 Neither party is obliged to fulfill any (other than financial) obligation if prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable shortcoming of third parties who have obligations towards one of the parties.


12. LIABILITY

12.1 The Products or Support are not specially designed, manufactured, or intended for sale as a part, component, or assembly for the planning, construction, maintenance, operation or use of any nuclear facility. Compu-Factory is not liable if Products or Support purchased by the customer are used for such an application. The customer indemnifies Compu-Factory against all costs, damage and any other liability related to the use and performance of the Products or Support in such an application.

12.2 Compu-Factory is not liable for damage as a result of not or not timely determining problems with the Products or Support.

12.3 Compu-Factory is not liable for indirect damage and / or consequential damage. In any case, Compu-Factory is not liable for:
a) loss of profit, loss suffered and lost savings,
b)costs incurred to prevent, limit or determine consequential damage,
c) damage other than direct damage, including loss of data or damage and / or
corruption of data,
d) downtime damage, delay damage.

12.4 If Compu-Factory fails to fulfill one or more of its obligations under the Agreement, the customer will give him notice of default. The notice of default will be given in writing, whereby Compu-Factory will be granted a reasonable period in which to still fulfill its obligations.

12.5 Compu-Factory's obligations to pay compensation, in the event of an attributable shortcoming in the fulfillment of the Agreement, will never amount to more than the net invoice amount of the Product concerned.

12.6 In the event of an attributable shortcoming in the fulfillment of a Support Agreement, Compu-Factory's obligation to perform shall never exceed the net invoice amount paid for the Support during the period of attributable shortcoming, which amount is limited to the amount paid during a period of up to twelve (12) months.

12.7 In the event of an unlawful act by Compu-Factory, its employees or those for whom Compu-Factory can be held legally liable, Compu-Factory is liable for compensation of the damage in the event of death, physical injury or direct material damage with a restriction. of liability for damage up to forty-five thousand Euro (Euro. 450,000) per event, whereby a series of related events counts as one event.


13. DURATION AND TERMINATION

13.1 Compu-Factory can dissolve the Agreement in writing, in whole or in part, with immediate effect and without judicial intervention if:
a) the customer dies, the customer is filed for bankruptcy or the customer is declared bankrupt, (provisional) suspension of payments is filed or the customer is granted, the customer is placed under guardianship or otherwise loses free control of his assets ; or
b)the customer's business is transferred, terminated or liquidated; or
c) the customer is otherwise unable to meet payment obligations.
Compu-Factory is never obliged to pay compensation in these cases of dissolution.

13.2 After termination of the Agreement, the provisions in Chapters 11 and 12 will remain in effect and all provisions of the Agreement will remain in effect on open orders.


14.GENERAL

14.1 In bepaalde gefabriceerde Producten kunnen gereviseerde onderdelen zijn gebruikt die qua functioneren gelijkwaardig zijn aan nieuwe onderdelen. Reserveonderdelen zijn nieuw of daaraan gelijkwaardig.

14.2 If one or more conditions of the Agreement are declared null and void, the other conditions of the Agreement will remain in force.

14.3 The customer who exports Products complies with applicable laws and regulations to obtain the required export and import permits. The customer will not export any Products, technical data, Software or any copy or modification thereof in violation of applicable laws and regulations.

14.4 The customer and Compu-Factory devote the same degree of care and caution to keeping the confidential information of the other party confidential as with regard to their own confidential information. Confidential information is explicitly designated as confidential. This obligation applies up to two (2) years after the disclosure of the confidential information regardless of any termination of the Agreement. Neither party is obliged to treat the information as confidential if the information:
a) is or will be publicly known; or
b) has been independently developed by the other party or is already known to the other party; or
c) has been lawfully obtained from third parties who are not obliged to observe secrecy.

14.5 Neither party may assign any rights or obligations to third parties without the prior written consent of the other party.

14.6 If one of the parties has not exercised one or more of its rights under the Agreement, this will not be considered a waiver or loss of these rights.

14.7 The Agreement is governed by Dutch law. All disputes are assessed by the competent court in Haarlem.

14.8 The Agreement supersedes all prior communications, assurances or understandings, whether oral or written, between the parties regarding the transactions covered by the Agreement.