infoTRON-EU B.V. Terms and Conditions
These terms and conditions regulate the relationship between infoTRON-EU B.V. and the Buyer for the delivery by infoTRON-EU B.V. of the products and services described in the order (hereafter ‘Deliverables’).
All contracts are made subject to these terms and conditions which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by the Buyer. No modification of these terms shall be binding upon infoTRON-EU B.V. or any of its subsidiaries or affiliated companies (hereafter ‘infoTRON-EU) unless made in writing by an authorized representative of infoTRON-EU B.V.
In case of conflict between these general conditions and a specific agreement, Quotation and Order Subject to any written confirmation of the contrary, every quotation issued by infoTRON-EU B.V. is without any obligation until consented in writing and valid for not more than 14 days from the date of the offer made by infoTRON-EU B.V., unless specifically stated otherwise in the offer.
Orders can be placed in writing and by e-mail but will only be binding in so far as they have been confirmed (with the order confirmation form infoTRON-EU B.V.) Order confirmation by infoTRON-EU B.V. implies the commencement of the agreement.
No modification to the quotation or the terms of manufacture can be made unless agreed by both parties in writing. Verbal undertakings by and agreements made with staff of infoTRON-EU B.V. and/or its representatives are not binding upon infoTRON-EU B.V. until and in so far as they have been confirmed in writing.
Quotations are based on the latest requirements that were made available by the Buyer at the time of the offer. Additions or changes to these requirements can cause changes in the offered pricing.
No particulars given in infoTRON-EU B.V.’s catalogues, price lists and further documentation are binding. They are provided “as is” only. Drawings, documentation, samples and other materials remain the property of infoTRON-EU B.V. The duplication or disclosure of supporting materials, documents or samples, technical solutions especially of materials which are protected by copyright, is prohibited without prior consent of infoTRON-EU B.V.
Price
All prices are exclusive of any and all applicable taxes, duties or charges.
Unless otherwise stated, Delivery Incoterm All deliveries are Ex Works infoTRON-EU B.V.’s premises. The products are delivered Ex Works. In the event that the Buyer requires or agrees with a delivery of the products otherwise than Ex Works, the Buyer should contact infoTRON-EU B.V. in order to detail its requirements. infoTRON-EU B.V. shall, at its discretion, comply with the Buyer’s delivery requirements including, without limitation, transport insurance, the mode of transport (infoTRON-EU B.V. reserves the right to vary the mode of transport if any regulations or other relevant considerations so require) and any special packaging requirements. For the avoidance of doubt (i) all costs of delivery, insurance and packaging in accordance with Buyer’s requests over and above that of delivery in standard packaging Ex Works shall be paid by the Buyer (ii) any tax, duty or charge imposed by governmental authority or otherwise and any other applicable taxes, duties or charges shall be paid by the Buyer and (iii)
infoTRON-EU B.V. may not be held liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure in the delivery or to meet the delivery date.
Time of delivery
The estimated delivery time is set by infoTRON-EU B.V. in good faith, based on (i) the working conditions and available employees at the time the order is confirmed and (ii) the prompt receipt by infoTRON-EU B.V. of all information and materials necessary or useful to permit infoTRON-EU B.V. to proceed or continue with delivering the Deliverables. In case infoTRON-EU B.V. knows that the delivery time cannot be met, it shall notify the Buyer hereof, stating best estimate of when the delivery can be made. If a delay occurs due to any action or mission by the Buyer, the delivery time will be moved forward as considered reasonable in view of all circumstances at hand, without prejudice to the right for infoTRON-EU B.V. to seek compensation for damage suffered as a result of such delay. Should a delay arise for which infoTRON-EU B.V. is not responsible, as a result of a change in the aforementioned working conditions or because materials ordered in time for the performance of the work are not delivered on time, the delivery time shall be extended as required and infoTRON-EU B.V. cannot be held liable for such delay. Except if this would be gross negligence, a late delivery does not justify the dissolution of the agreement. The Buyer acknowledges and understands that the production and delivery of customized infoTRON-EU B.V. products and services fully depends and relies on the technical data and information provided by the Buyer to infoTRON-EU B.V. Therefore, infoTRON-EU B.V. cannot be held liable for late delivery and/or any problem caused by (i) incorrect, incomplete or false technical information provided by the Buyer to infoTRON-EU B.V. or (ii) changes to the product specifications by the Buyer and (iii) Buyer’s late approval of the CAD drawings. Every change in data or product specifications before or during the project can cause delay in delivery and changes to the offered price.
Acceptance of Deliverables
The Buyer will perform a thorough verification of the Deliverables upon receipt and before using them, to verify whether the Deliverables conform to the requirements and specifications described in the order. The Buyer must immediately inform infoTRON-EU B.V. in writing in case the verification results in findings of non-conformity, in which case the Buyer must motivate in detail such claim of non-conformity. Failure of written notification of non-conformity within 10 days after delivery or the effective usage by the Buyer of the Deliverables implies an automatic acceptance of the Deliverables. The products must not be returned without infoTRON-EU B.V.’s prior written authorization. If the Buyer omits to exercise this control or decides to use a non-conforming product, he absolves infoTRON-EU B.V. from any liability with respect to this product.
Guarantee – Limitation of liability
The Buyer represents and warrants to infoTRON-EU B.V. that he has all right, title and/or license and interest in and to the order and any information contained therein or related thereto, that he has the authority to place this order and that this agreement violates no previous agreement between the Buyer and any third party. infoTRON-EU B.V. is liable as a supplier of products and services. The Buyer undertakes to specify to infoTRON-EU B.V. all requirements and specifications relating to the desired products and services. Since the circumstances in which these products and services are ordered and used are under the sole control of the Buyer, the latter recognizes his responsibility for these circumstances. There is no warranty period for infoTRON-EU B.V. products and services. Under no circumstances can infoTRON-EU B.V. be held liable for any product defects or specifications, which have been requested and/or analyzed in the quotation phase. The liability of infoTRON-EU B.V. vis-à-vis the Buyer for real and proven damage will, regardless of the gravity of the failure, be limited to the price of the product or service directly related to the reason for the claim. All other liability of infoTRON-EU B.V., such as that for consequential loss, other indirect loss and loss as a result of third party liability, is excluded.
infoTRON-EU B.V. is not liable in case of force majeure. Force majeure implies any circumstance beyond the control of infoTRON-EU B.V. which permanently or temporarily prevents fulfillment of the agreement, including in particular transport failure. Rights of Buyer Performance of this order may involve infoTRON-EU B.V. performing design and engineering work based on the Buyer’s information. Manufacturing of any parts under this order involves use of infoTRON-EU B.V.’s patented processes and production technologies. Unless explicitly otherwise agreed in writing, the fees paid by Buyer to infoTRON-EU B.V. do not entitle the Buyer to any rights (including in particular license and/or owner rights) to infoTRON-EU B.V. intellectual property, intellectual property rights, know-how, trade secrets or confidential information. All intellectual property and intellectual property rights, including copyrights, trademarks, patents and trade secrets and manufacturing processes created or used by infoTRON-EU B.V. in the course of rendering the services are, shall be and shall remain the sole and exclusive property of infoTRON-EU B.V. and no licenses shall be (deemed to be) granted thereon.
Conditions of Payment
Except in the case where a special scheme of payment has been expressly agreed, all invoices are due 30 days after the date of invoice. Any possible protest must be communicated in writing within 10 days after the day of invoice. Late payment will cause, ipso jure and without notice, a late payment charge of 1,5 % for each elapsed and/or started month. In addition, overdue amounts will be increased with 15% and, because of the higher costs of recuperation, with 20% for any sale abroad, with an absolute minimum lump sum of 50 EUR as a forfeit for indemnity. Offsetting against any kind of non-approved counter-claims as well as execution of right of retention of products shall be excluded unless established in court, undisputed or recognized by infoTRON-EU B.V.
infoTRON-EU B.V. remains the sole owner of the products until their entire payment, taxes included. Separate parts of an order can be invoiced separately. infoTRON-EU B.V. reserves the right to refrain from execution of further parts of an order, or of a following order, or to terminate a delivery, as long as the outstanding issued invoices remain unpaid. Confidentiality The Buyer must keep all confidential information secret, including CAD drawings, received from or manufactured by infoTRON-EU B.V. in the context of the business relationship and refrain from disclosing it to third parties. The above does not apply to information which is or becomes lawfully known to the Buyer nor to confidential information which is or becomes known in the public domain otherwise than through a breach of this clause. The obligation likewise does not apply to confidential information disclosed to the Buyer by an authorized third party with no obligation of secrecy. Governing Law and Jurisdiction This Agreement shall be governed by the laws of the registered office of infoTRON-EU B.V. Any dispute shall be submitted to the exclusive jurisdiction of the courts of the registered office of infoTRON-EU B.V.