General Delivery and Payment Terms and Conditions

 

 

version 21-12-2009

 

1.1 These terms and conditions will be applicable to all proposals, deliveries and work activities of as well as all negotiations and agreements with Xeptor IT Distribution (hereinafter referred to as Xeptor), established in Leiden. The other party involved will hereinafter be referred to as the customer. Each and every applicability of general terms and conditions of the customer will hereby be excluded.

1.2 Provisions deviating from these terms and conditions will only be valid if concluded in writing.

1.3 To all relations between xeptor and the customer Dutch law will exclusively be applicable. In the event of any deviations as a result of possible translations the original Dutch version of these terms and conditions will exclusively prevail.

1.4 Any possible amendments to these terms and conditions will also be applicable to agreements that have already been concluded and agreed upon as from the thirtieth day upon receipt of the communication thereof to the customer unless the customer, in a timely manner and in writing, prior to such date terminates the relevant agreement at the first reasonable date on the basis of this amendment.
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2.1 All proposals are non-binding. An agreement will only be deemed constituted upon signature of the customer of an assignment form with the purpose of approving the proposal or written acceptance of an assignment by xeptor or in the manner contained in article 3 hereunder. With a new proposal previous proposals will expire. General documentation (such as catalogues, images, price-lists, mailings and the like, whether or not rendered available by or on behalf of xeptor in a printed, electronic or any other manner) will never be binding upon xeptor.

2.2 Xeptor will only be held to such which has been agreed upon in writing, by facsimile or electronically. xeptor will at all times be authorized to correct apparent errors in proposals and/or agreements whereby such will be binding upon the customer.

2.3 In the event a product, ordered by the customer, should, despite reasonable effort on the part of xeptor, not be deliverable Xeptor will be released from the assignment without the customer having any further claims towards xeptor.

2.4 In case of a repair assignment xeptor may (also upon its own initiative) conduct a feasibility assessment. In the event Xeptor deems the repair not to be feasible it may terminate the assignment without any further obligations. In such case xeptor may charge the customer a fair amount with regards to the assessment costs.

xeptor may in these circumstances also provide a new proposal. The assessment costs will, up to the 31st of December 2004, amount up to a maximum of EUR 60,-. Hereafter this amount may be adjusted in accordance with market developments.

2.5 In the event of an interim termination of an agreement the customer will be liable to compensate all costs already borne by xeptor, such to include any possible preparatory costs, to be increased by xeptor, in case of an unjustified termination by the customer, by 30% of the fee as agreed upon.

2.6 Agreements whereby Xeptor, after a certain period of time, will again conduct activities for the customer or will again handle deliveries, will be valid, unless otherwise agreed upon in writing, for an indefinite period of time and may only be terminated taking a notice period of at least three months into consideration.

2.7 Xeptor will deliver the previously agreed upon goods to the customer in conformity with the agreed upon status. Only new goods that are being provided through the Dutch distribution chain will be delivered including manuals and/or software as composed by the manufacturer. Other goods will be delivered by xeptor in the manner such will be received from third parties. Upon request the customer may in such case order pre-installed software and/or manuals, forasmuch available, as an additional service.

2.8 Xeptor reserves the right, without providing motivation thereto, not to accept any order or assignment or exclusively accept such under the condition that the order will in advance be confirmed by the customer by means of registered mail and/or that the shipment will take place upon reimbursement or after payment in advance. Likewise xeptor may, in the event at any moment in time doubts rise with regards to the solvability of the customer, suspend its obligations awaiting a guarantee to be provided by the customer. Should the customer not meet such condition in a timely manner xeptor will be free to terminate the assignment without further obligations. In addition xeptor will always be entitled to suspend the subsequent phase in case of a dividable obligation, for as long as a previous phase has not been concluded upon full, mutual satisfaction.

2.9 In the event Xeptor needs to dispose of a good or a component thereof the customer will be held to bear the thereto connected environmental expenses.

2.10 Xeptor will be entitled to, with regards to the execution of an agreement, obtain assistance from third parties and/or have third parties partially or fully conduct the work activities, all without notice to the customer.

2.11 Upon replacement of goods, during work activities, the original goods will become the property of Xeptor.
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3.1 E-traffic refers to all contacts taking place by means of electronic data traffic between Xeptor and the customer (such as a “web shop” where the customer can place orders or deliveries through e-traffic). By participating to e-traffic with xeptor the customer accepts the applicability of these terms and conditions.

3.2 xeptor does not accept any liability with regards to the risks inherent to e-traffic (such as for example the risks of intercepting, disturbing or falsifying data traffic). The customer indemnifies xeptor of all consequences of the risks inherent to e-traffic, also with regards to consequences involving third parties.

3.3 xeptor may, in behalf of the data traffic, upon request of the customer, provide a unique identification to this customer (hereinafter referred to as e-ID). The customer will be responsible towards xeptor in respect of all usage of the provided e-ID, also in the event of unauthorized usage. The customer needs to forthwith inform xeptor in case of (the suspicion of) unauthorized usage of the e-ID. The customer will remain responsible of the e-ID up until the fourth working day after xeptor has confirmed the customer the e-ID has been made useless.

3.4 In the event of a web shop order xeptor may suffice providing order confirmations, General Delivery and Payment Terms and Conditions and/or invoices by means of e-traffic (whereby the customer will print these documents on its own) or may request a reasonable compensation sending these documents upon request thereto of the customer.
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4 Prices

4.1 Prices are, unless indicated otherwise, in EUR, excluding value added taxes (VAT) and/or any other taxes, levies or governmental contributions (such as for example the disposal contribution) and excluding any possible additional costs (such as shipping, transportation, insurance, preparation for operationability, demonstration et cetera).

4.2 Prices as agreed upon will only be binding forasmuch it refers to prices of xeptor itself. xeptor may always charge changes with regards to prices and fees of third parties and/or currency fluctuations to the customer.

4.3 Costs deriving from supplements and/or amendments to the agreement (more work) will be borne by the customer.
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5.1 Delivery will, unless otherwise agreed upon, always take place “off company” xeptor. All risks with regards to the delivered goods will upon delivery instantly pass to the customer. Unless otherwise agreed upon in writing xeptor will determine the manner of transportation. All transportation of the delivered goods will at all times be at the risk of the customer who will also bear all costs involved.

5.2 Established delivery dates are approximate. xeptor will never be responsible for any expiration of a term which may be attributed to suppliers or to the customer.

5.3 In the event the customer will not receive goods at the agreed time of delivery these goods will be kept, for risk of the customer who will also bear all costs in connection thereto, at the disposal of the customer for a period of eight days. After such xeptor, without any further warning being required, will, at its own discretion, be entitled to sell or dispose of these goods. In such instance the customer will be liable towards xeptor to compensate the loss of profit regarding these goods as well as reasonable storage costs of these goods as from the agreed time of delivery up until xeptor reaches a decision in respect of the goods.

5.4 xeptor reserves the ownership of all delivered goods to guarantee payment of the sale price up until all which is due by the customer, such to include any possible interest and costs, has fully been paid. Up until such moment xeptor will be entitled to take back the delivered goods in case the customer is in default as well as in case of liquidation, (temporary) suspension of payment, bankruptcy or confiscation by third parties of the relevant goods. The customer is held to respect the ownership restriction and, in conformity with the General Delivery and Payment Terms and Conditions, warn xeptor in the event a third party (wishes to) effectuate a confiscation of the delivered goods in respect of which xeptor still reserves the ownership.

5.5 xeptor reserves, to guarantee payment of the price of work activities, with regards to all which has been rendered available by the customer the right of retention up until all which is due, including possible interest and costs, has been paid.

5.6 In the event suppliers are involved in respect of the deliveries or work activities of xeptor these deliveries and/or work activities will also be subject to all these suppliers have determined in respect thereof, such as for example license provisions regarding delivered software and/or maintenance conditions.
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6.1 Unless otherwise agreed upon in writing payment, without discount or compensation, will be due in cash upon delivery. All amounts charged to the customer need to be paid without applying any discount, deduction, suspension or compensation./div>