General Terms

Infotech Logistics B.V.
Registered in Waalwijk, The Netherlands

These General Terms and Conditions are filed with the relevant Chamber of Commerce.

Last modified: January 1, 2025

Article 1. General provisions

1.1 These General Terms and Conditions (“Terms”) apply to all sales and deliveries of goods and services by Infotech Logistics B.V. (“Seller”) to any purchaser (“Buyer”).

1.2 Any deviation from these Terms shall only be valid if expressly agreed upon in writing by the Seller.

1.3 In these Terms, “delivery” shall refer to both the supply of goods and the provision of services.

1.4 The applicability of the Buyer’s general terms and conditions is expressly rejected, unless expressly accepted in writing by the Seller.

Article 2. Offers and prices

2.1 All offers and quotations are non-binding unless explicitly stated otherwise. A contract is concluded only upon written confirmation by the Seller or, in the absence thereof, when performance has commenced.

2.2 In cases where no written confirmation exists, pricing shall be based on the Seller’s price lists or special offers communicated via email.

2.3 Prices are exclusive of VAT and any other applicable government-imposed taxes or levies. Delivery is ex-works (EXW) unless otherwise agreed.

2.4 The Seller reserves the right to adjust prices after order confirmation in case of changes in material costs, labor costs, exchange rates, or other cost components. Such price adjustments do not grant the Buyer the right to cancel the order.

2.5 The Seller retains the right to correct pricing errors, even after order confirmation, where such errors can be demonstrated using the prevailing price list.

Article 3. Orders, deliveries and claims

3.1 Stated delivery times, technical specifications, and dimensions are approximate and not binding on the Seller.

3.2 Minor deviations do not entitle the Buyer to cancellation, compensation, or suspension of obligations.

3.3 The Seller is not liable for delays or failure in delivery due to force majeure, including but not limited to natural disasters, strikes, government interventions, supplier failures, or transportation disruptions. In such cases, the Seller may extend delivery timelines or cancel the agreement without liability for damages.

3.4 The Buyer must report any visible defects or deficiencies in writing within ten (10) days of receipt of the goods. Failure to report within this period constitutes acceptance of the delivery. Claims do not suspend payment obligations.

3.5 The Buyer is responsible for ensuring that the installation site is ready for any required work unless otherwise agreed in writing. Installation services are not included in the sale unless explicitly stated.

Article 4. Payment terms

4.1 Payment shall be made within the period and method specified on the order confirmation and/or invoice. Discounts and set-offs are not permitted unless expressly agreed in writing.

4.2 If the Buyer fails to make timely payment or is declared bankrupt, granted suspension of payments, subjected to asset seizure, or undergoes liquidation, all outstanding amounts become immediately due and payable.

4.3 In case of late payment, the Buyer shall be liable for an interest charge of 2% per month on the outstanding amount, without the need for prior notice of default.

4.4 If the Buyer fails to pay within the agreed term, extrajudicial collection costs amounting to 15% of the outstanding principal sum, with a minimum of EUR 75, shall be charged without further notice.

Article 5. Warranty and liability

5.1 The Seller warrants that goods shall be free from material defects and workmanship faults for three (3) months from the date of delivery.

5.2 Warranty claims must be submitted in writing, and defective goods must be returned at the Buyer’s expense unless a separate service contract states otherwise.

5.3 The Seller’s liability is strictly limited to repair, replacement, or reimbursement of the purchase price of the defective product.

5.4 The Buyer shall not be entitled to claim damages or seek contract dissolution due to defects.

5.5 The warranty is void if the Buyer:

• Modifies or repairs the product without the Seller’s written consent.
• Uses or maintains the product in an improper manner.
• Fails to pay the purchase price in full or breaches any contractual obligations.

5.6 The Seller is not liable for indirect damages, including but not limited to loss of profit, consequential damages, or damages resulting from incorrect or improper use of the delivered goods.

5.7 The Buyer indemnifies the Seller against any third-party claims related to the delivered products.

Article 6. Retention of title

6.1 All delivered goods remain the property of the Seller until full payment of all outstanding amounts, including principal, interest, and costs.

6.2 As long as ownership has not been transferred, the Buyer may only dispose of the goods within the normal course of business.

6.3 If the Buyer fails to meet its payment obligations, the Seller has the right to reclaim the goods without judicial intervention. The Buyer must fully cooperate and grant access to any premises where the goods are stored.

Article 7. Termination and cancellation

7.1 The Seller has the right to terminate the contract without judicial intervention if the Buyer:

• Fails to meet its obligations in full and on time.
• Is declared bankrupt, requests a suspension of payments, or ceases business operations.
• Is subject to asset seizure or other financial distress.

7.2 In such cases, the Seller is entitled to demand immediate payment for completed work, compensation for damages, and lost profits.

Article 8. Confidentiality

8.1 Both parties agree to keep all confidential information obtained in the course of business strictly confidential and not disclose it to third parties without prior written consent.

8.2 This obligation remains in effect even after termination of the contract.

Article 9. Compliance and export restrictions

9.1 The Buyer is responsible for complying with all applicable laws and regulations regarding the import, transport, storage, and use of the delivered products.

9.2 The Buyer shall not export or re-export the goods to any country where export is restricted under applicable export control laws.

Article 10. Governing law and dispute resolution

10.1 All agreements between the Seller and the Buyer shall be governed by and interpreted in accordance with Dutch law.

10.2 All disputes arising from these agreements, which are not subject to the jurisdiction of the District Court Judge, shall be submitted to the competent court in Breda, the Netherlands.

10.3 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.