Article 1. General
1.1 These Terms and Conditions shall apply to all offers and agreements relating to purchases, sales, leasing, franchising, private labelling and the performance of work made by and between Digitek Computer Products B.V. as supplier (to be referred to hereinafter as Digitek B.V.) and the Customer. Customer shall mean the other party to the contract with Digitek.
1.2 Any standard terms and conditions used by the Customer shall not be applicable and are hereby expressly excluded to the extent necessary, unless expressly accepted by Digitek B.V. in writing.
1.3 All offers and quotations from Digitek B.V. shall be free of obligation, unless expressly stated otherwise. Digitek B.V. may revoke any offer within 2 days of receipt of its acceptance.
1.4 A quotation specifically naming the addressee shall remain valid for a maximum of two (2) weeks, unless a different period of validity is stated in the quotation.
Article 2. Acceptance
No agreement, however named, shall come into existence until Digitek B.V. has accepted an order from the Customer. Any such acceptance shall be evidenced by written confirmation from Digitek B.V.
Article 3. Prices/Payment
3.1 All prices shall be quoted in euro, and shall be exclusive of VAT.
3.2 Special offers announced in specific advertisements shall remain valid for the period of validity stated in the offer. Such statement in relation to the special offer shall be printed or posted on the Internet site, on the understanding that any printing errors shall not be binding upon Digitek B.V. The periods of validity thus printed or posted shall always be identical.
3.3 Subject to any express agreement to the contrary, the prices quoted by Digitek B.V. shall be for delivery ex Digitek B.V .’s business premises (i.e. ex works in accordance with Incoterms 2000), and all transport costs, VAT and other taxes, charges and/or levies due, as well as other costs, shall be payable by the Customer. Loading and unloading shall be at the customer’s risk. The Customer shall be responsible for taking out any insurance.
3.4 Digitek B.V. may charge reasonable cost increases on to the Customer. Digitek B.V. shall notify the Customer of any such increases in writing.
3.5 Subject to any agreement to the contrary, payment shall be made within 14 days of the invoice date.
3.6 Complaints about invoices shall be submitted in writing within 8 days of receipt of the invoice, failing which the invoice shall be considered to have been accepted.
3.7 Payment shall be made at no cost, without any discount, setoff or deferral.
3.8 Payment shall be made into Digitek B.V.’s bank account, upon delivery or in cash in order to be legally valid.
3.9 If the Customer should failto meet its obligations, Digitek B.V.’s may suspend its services.
3.10 Digitek B.V. may at all times require the Customer to provide security for the performance of all present and future obligations. f the Customer should refuse or fail to provide such security within the time period stated by Digitek B.V., Digitek B.V. may dissolve the agreement by written notice. In sofar as Digitek B.V. had already delivered any goods to the Customer, the Customer shall return such goods to Digitek B.V. within 5 days of such notice. It shall also reimburse Digitek B.V. for all damage sustained as a result of its refusal or failure.
3.11 All sums owed by the Customer shall become immediately payable upon demand if the Customer fails to meet its payment obligations, is declared bankrupt or applies for a preliminary or definitive suspension of payments, or a guardian is appointed by the court to care for the property or person of the Customer, or the Customer’s property and/or accounts receivable are attached, or the Customer discontinues or transfers its business activities, or the Customer is dissolved or liquidated or – if a private individual – dies.
3.12 In the event of late payment, the Customer shall be in default without any notice of default being required, and Digitek B.V. may charge the Customer a fee for lost interest at the statutory commercial interest rate, subject to a minimum of 10% per annum if the statutory interest should be less than 10%. In calculating the interest due, any part of a month shall count as a full month.
3.13 In addition, Digitek B.V. may demand payment by the Customer of the principal amount due plus interest of up to 5% of the principal amount in administrative expenses, as well as all extra-judicial costs, subject to a minimum of 15%.
Article 4. Delivery
4.1 The costs of transport and insurance, if taken out, shall be payable by the Customer. Delivery shall be made ex Digitek B.V.’s business premises (i.e. ex works in accordance with Incoterms 2000) to an address to be stated by the Customer.
4.2 Delivery terms shall begin to run as from the time stated by Digitek B.V. in the order confirmation.
4.3 Delivery terms stated by Digitek B.V. shall be based on the working conditions prevailing at the time of the order confirmation and be conditional upon the timely delivery of the materials ordered by Digitek B.V. and necessary to perform the agreement. n the event of any delay for which Digitek B.V. is not at fault, for instance – without limitation – as a result of a change in the working conditions referred to, or because the materials necessary to perform the agreement and which were ordered in a timely fashion are not delivered on time, the delivery term shall, if necessary, be extended without otherwise affecting the agreement. The delivery term shall also be extended if any delay on the part of Digitek B.V. is the result of the Customer failing to meet any of its obligations under the agreement or end its cooperation as required under the agreement, without this affecting the agreement in any other way.
4.4 If delivery cannot be made in the agreed manner, Digitek B.V. may charge the ensuing costs on to the Customer.
4.5 Digitek B.V. may deliver an order in its entirety or in parts. n the event of partial deliveries, Digitek B.V. may send the Customer separate invoices for and demand payment of each such partial delivery. In the event of the Customer failing to pay for a partial delivery, Digitek B.V. may consider the agreement dissolved, without court order and without sending the Customer notice of default, as far as the remaining partial deliveries or other deliveries not yet made are concerned, without prejudice to Digitek B.V.’s right to damages.
4.6 Subject to any written agreement to the contrary, all costs incurred by Digitek B.V. in connection with the delivery shall be charged to the Customer.
4.7 The risk of loss of or damage to the item delivered shall pass to the Customer upon delivery ex works in accordance with Incoterms 2000.
Article 5. Retention of Title
The Customer shall become the owner of the goods delivered by Digitek B.V. subject to the condition precedent that the agreed price is paid in full. Digitek B.V. shall remain the owner of the goods delivered as long as the Customer fails to satisfy its debts under any agreement with Digitek B.V. As long as the Customer fails to satisfy such debts, it may not create any pledge – with or without giving notice to the debtor – on the goods delivered by Digitek B.V. ,or otherwise encumber and/or alienate such goods. f the Customer fails to meet the said obligations, Digitek B.V. may repossess the goods delivered without further notice of default, and the Customer shall fully cooperate in such repossession.
Article 6. Force Majeure
6.1 In the event of force majeure, Digitek B.V . may postpone performance for a maximum of 3 months, without being required to reimburse the Customer for any damage sustained or benefits already enjoyed.
6.2 Force majeure as referred to in the previous paragraph shall include, without limitation: business disruptions, shortage of raw and auxiliary materials, fire, strike action, lockouts, sabotage, riots, mobilization, war, threat of war, state of war, martial law, traffic congestion, flooding, sleet and other transport impediments, power, computer and internet failures, unavailability by telephone, measures imposed by the government; without Digitek B.V. being required to prove the impact of such events on the failure or delay. Force majeure shall extend to situations where Digitek B.V. ordered sold items from third parties, which then failed to supply same.
6.3 If Digitek B.V. is unable to meet its obligations due to a situation of force majeure for which Digitek B.V. is not at fault, Digitek B.V. may dissolve all or any part of the agreement within a reasonable period of time by written notice, without being required to reimburse the Customer for any damage sustained, including any benefits already enjoyed.
Article 7. Dissolution
In all cases in which Digitek B.V. dissolves the agreement with the Customer by written notice, the Customer shall reimburse Digitek B.V. for all damage, costs and lost profits and return to Digitek B.V. all goods delivered and not yet paid. The goods to be returned shall remain at the Customer’s risk until Digitek B.V. has received and approved same.
Article 8. Liability
8.1 Digitek B.V. shall only be liable for damage arising during or on occasion of the performance of the agreement if and insofar as it has been caused by an intentional act or omission and/or gross fault on the part of Digitek B.V” All other liability is hereby excluded. Any maximum damages payable by Digitek B.V. shall in all cases be limited to the invoice amount.
8.2 Digitek B.V. shall in no event be liable for any indirect damage of any nature whatsoever, including without limitation damage arising from a business standstill, lost profits, damage arising from lost income on the part of the Customer, howsoever caused, environmental damage and similar.
Article 9. Warranty
9.1 Warranties given by Digitek B.V. for non-Digitek B.V. goods shall only be given if and insofar as the manufacturer of the product delivered has issued a warranty covering the damage caused. Warranties cannot be invoked in the event of a failure to perform any of the obligations arising from an agreement with Digitek B.V. Without prejudice to the provisions in this Article, warranties shall not cover:
– normal wear and tear;
– impact of weather conditions;
– changes made in or to the product, including repairs carried out without the written permission of Digitek B.V. or the manufacturer;
– situations in which the original invoice cannot be submitted or has been altered or rendered illegible;
– defects due to goods being used inexpertly or not being used for their intended purpose;
– damage caused by an intentional act or omission, gross carelessness or negligence.
9.2 Manufacturers’ warranty terms and procedures can be found on the product and on the manufactures web site
Article 10. Complaints
10.1 Digitek B.V. shall, at the Customer’s expense and risk, mediate any complaints about products purchased by the Customer and manufactured by the manufacturer. Digitek B.V. excludes all liability for defective products delivered to the Customer.
10.2 Complaints about quantities, visible defects and easily detectable hidden defects shall be submitted to Digitek B.V. in writing within 48 hours after delivery of the goods.
10.3 Complaints about hidden defects which are not easy to detect shall be submitted in writing within 8 days of discovery of the defect, and in any case within the manufacturer’s warranty term.
10.4 The Customer shall lose all rights and powers available to it on the grounds of defectiveness if failing to submit a complaint within the warranty terms specified above and/or fails to allow Digitek B.V. an opportunity to repair the defects.
10.5 Goods may be returned to Digitek B.V. subject to Digitek B.V. consenting to such return and to the manner of shipment. Returned goods shall be shipped carriage-paid and remain at the Customer’s risk.
Article 11. Intellectual Property
11.1 The Customer expressly recognises that all intellectual property rights in displayed information, notifications, drawings or other statements concerning the products and/or the Internet site shall remain with Digitek B.V., its suppliers or other proprietors, and shall explicitly not be transferred.
11.2 Intellectual property rights shall mean patents, copyrights and designs and/or other – intellectual property – rights.
11.3 The Customer may not use, alter or reproduce the intellectual property rights referred to in this Article without the prior express written permission of Digitek B.V., its suppliers or other proprietors, unless such use, alteration or reproduction is for private purposes only.
Article 12. Personal Data
Article 13. Effective Date and Registration
These General Terms and Conditions shall be valid with effect from 1January 2006. They have been registered with the Chamber of Commerce “Zuid Limburg” in Maastricht, the Netherlands. Digitek B.V. is registered with the Chamber of Commerce under number 34151332. n the event of any amendment being made to the General Terms and Conditions, the most recent version shall prevail.
Article 14. Governing Law
The agreement shall be governed by the laws of the Netherlands.
Article 15. Competent Court
The parties shall submit all disputes, including collection disputes, arising from the agreement exclusively to the competent court in Maastricht, the Netherlands, without prejudice to Digitek B.V.’s right to bring an action in another court of law.