General terms and conditions

1. General

In these general terms and conditions, ‘Ikbenstil Computers’ refers to Ikbenstil Computers B.V. (with its registered office in Amsterdam).

2. General / Application

2.1 Applicability of these terms and conditions Any statutory or other provisions deviating from these terms and conditions, in particular any general terms and conditions used by the other party, are expressly rejected, unless and insofar as they have been expressly accepted by Ikbenstil Computers.

2.2 These general terms and conditions apply to all legal relationships in which Ikbenstil Computers acts as a (potential) seller and/or supplier of goods and/or services.

2.3 Deviations from these terms and conditions may only be made in writing.

2.4 Upon delivery or filing, these General Terms and Conditions shall supersede any previous General Terms and Conditions of the supplier, even if these are contained in agreements or correspondence.

3. Offers / Formation of the agreement

All offers made by Ikbenstil Computers are non-binding. If the other party places an order, the agreement is only concluded once Ikbenstil Computers accepts it in writing or commences performance thereof.

4. Amendments to the Agreement

Ikbenstil Computers shall, at the other party’s request, implement all changes to the order specified by the other party, provided these are reasonably feasible and subject to the right to charge the additional cost.

5. Prices

5.1 Unless otherwise stated, all prices are exclusive of delivery costs and VAT. The currency used is the Euro, unless otherwise stated.

5.2 The prices stated in quotations and agreements are binding but may be revised in the event of significant exchange rate fluctuations between the Euro and the Dollar. Hardware component prices are quoted by manufacturers in Dollars.

5.3 Changes in import duties, production costs such as labour costs, and the cost prices of raw materials and supplies relating to the agreed service entitle Ikbenstil Computers to pass these on without any further surcharge. Such passing on of costs does not entitle the other party to terminate the agreement and does not release the other party from its obligations.

6. Delivery / Delivery Time

6.1 Delivery times agreed with Ikbenstil Computers are indicative and do not constitute a strict deadline. Exceeding these delivery times, for whatever reason, shall never entitle the customer to compensation, termination of the agreement or non-performance of any obligation. In the event of an excessive delay in delivery, at the supplier’s discretion, the supplier shall enter into further consultation with the customer.

6.2 Unless otherwise stated, delivery shall be made on the basis of shipping costs payable by the recipient. For all shipments, Ikbenstil Computers is entitled to charge shipping costs; this must always be quoted and agreed in advance.

6.3 Ikbenstil Computers is entitled to fulfil the service(s) it is obliged to provide in instalments.

7. Installations

7.1 If Ikbenstil Computers installs goods, all additional work shall be at the other party’s expense and risk. Unless otherwise stated, these general terms and conditions apply to such work.

7.2 If Ikbenstil Computers installs or repairs goods at a location designated by the customer, the customer must ensure a suitable installation site is provided, where all facilities deemed necessary by the supplier have been installed prior to the installation.

8. Payment

8.1 Unless otherwise stated in writing, invoices from Ikbenstil Computers must be paid within the number of days specified on the invoice following the invoice date, in the manner specified by Ikbenstil Computers, and in such a way that Ikbenstil Computers has access to the payment within the number of days specified on the invoice following the invoice date. Payment must be made in the agreed currency and without set-off, discount and/or suspension.

8.2 In the event of late payment, all payment obligations of the other party shall become immediately due and payable, regardless of whether Ikbenstil Computers has already invoiced in this regard.

8.3 Extrajudicial collection costs shall be charged to the other party in accordance with the collection rates of the Dutch Bar Association.

8.4 Payments made by or on behalf of the other party shall be applied successively to settle the extrajudicial collection costs owed by them, the legal costs, the interest owed by them and thereafter, in order of age, the outstanding principal sums, regardless of any instructions to the contrary from the other party.

8.5 The other party may only object to the invoice within the payment term.

9. Retention of title

9.1 Ikbenstil Computers retains title to goods delivered or to be delivered by it until the following have been paid in full:

I. the amounts owed by the other party for all goods delivered or to be delivered under the agreement, as well as for work performed or to be performed under such agreement.

II. Claims arising from the other party’s failure to fulfil such agreement(s). The other party is not permitted to invoke a right of retention in respect of storage costs and to set off these costs against the payments due from them.

9.2 If the other party forms a new item from, or partly from, the goods referred to in paragraph 1, this shall be an item formed by Ikbenstil Computers for its own account, and the other party shall hold this for Ikbenstil Computers as owner until all obligations referred to in paragraph 1 have been fulfilled.

9.3 If any goods accrue to Ikbenstil Computers pursuant to paragraph 1 or paragraph 2, the other party may dispose of them exclusively in the course of its normal business operations.

9.4 If the other party is in default with regard to the performance referred to in paragraph 1, Ikbenstil Computers shall be entitled to recover the goods belonging to it, or to have them recovered, at the other party’s expense from the place where they are located.

10. Warranties / Repairs

10.1 Unless otherwise stated, Ikbenstil Computers shall, for a period of 3 years from the date of delivery, in the event of defects in workmanship or materials of any component of the goods delivered by Ikbenstil Computers, at Ikbenstil Computers’ discretion, repair this component free of charge or replace it with a new one. Ikbenstil Computers is only obliged to carry out repairs or replacements in the Netherlands. To this end, the other party shall send the goods carriage paid and in their original or equivalent packaging to Ikbenstil Computers or to a location to be specified by Ikbenstil Computers. The goods must be accompanied by a clear description of the complaint and a copy of the purchase invoice.

10.2 With regard to (components of) goods manufactured by another company, Ikbenstil Computers shall have no obligation or liability under warranty if that other company does not immediately and upon first request fulfil its warranty obligations in respect of the said goods (component) towards Ikbenstil Computers. Whether this is the case is (solely) at the discretion of Ikbenstil Computers.

10.3 If the other party so wishes, warranty work may also be carried out elsewhere against payment of travel and accommodation costs, transport costs for testing equipment, etc.

10.4 If the item is located outside the Netherlands, Ikbenstil Computers shall only be obliged to bear the costs of repair or replacement up to a maximum of the amount that this would have cost Ikbenstil Computers in the Netherlands.

10.5 The warranty described in paragraph 1 shall not apply if: a. the item has not been used correctly; b. the other party carries out work on the item itself or has work carried out on it without the approval of Ikbenstil Computers; c. the instructions provided by Ikbenstil Computers have been deviated from; d. the defect has arisen as a result of normal wear and tear or accidents.

10.6 The warranty provisions contained in this article constitute the sole warranty granted by Ikbenstil Computers to the other party.

10.7 Ikbenstil Computers provides a warranty period of 90 days on repairs or replacements. If a repair or replacement falls under the warranty referred to in paragraph 1, the warranty period that lasts the longest after the repair or replacement shall apply. Repairs or replacements not covered by the warranty are carried out at fixed rates, available on request from Ikbenstil Computers, and will only be carried out following a written instruction to that effect.

11. Security

11.1 If there are reasonable grounds to believe that the other party will not fulfil its obligations punctually, the other party is obliged, at the first request of Ikbenstil Computers, to immediately provide sufficient security in the form required by Ikbenstil Computers and, if necessary, to supplement this to ensure the fulfilment of all its obligations. Until the other party has complied with this, Ikbenstil Computers is entitled to suspend the fulfilment of all its obligations.

11.2 If the other party has not complied with a request as referred to in paragraph 1 within 14 days of a written demand to that effect, all its obligations shall become immediately due and payable.

12. Intellectual Property and Know-How

12.1 All documentation, sales brochures, images, drawings, etc., whether or not recorded on paper, provided by Ikbenstil Computers to the other party, remain the property of Ikbenstil Computers.

12.2 The other party is not entitled to use these for any purpose other than in connection with the goods to which they relate.

12.3 The other party shall indemnify Ikbenstil Computers against any claims relating to infringement of third parties’ intellectual property rights arising, for example, from modifications to goods supplied by Ikbenstil Computers, from the use of such goods in a manner other than that prescribed by Ikbenstil Computers, or from the integration of the goods with goods not supplied by Ikbenstil Computers.

13. Complaints, duty to inspect, limitation period and performance

13.1 The other party is obliged to inspect the goods upon delivery to ensure they comply with the agreement. If this is not the case, the other party may no longer rely on this if it has not notified Ikbenstil Computers in writing, stating reasons, as soon as possible and in any event within 14 days of delivery, or at least after it was reasonably possible to establish the non-conformity.

13.2 Claims and defences based on facts that would justify the assertion that the goods delivered do not comply with the agreement shall lapse one year after delivery.

13.3 If the goods delivered do not comply with the agreement, Ikbenstil Computers shall, at its discretion, be obliged only to deliver the missing items, repair the goods delivered or replace the goods delivered.

13.4 The provisions of this article apply mutatis mutandis to the provision of services, including installation work.

14. Numbers, dimensions, weights and other details

14.1 Minor deviations from specified dimensions, weights, numbers, colours and other such details shall not be regarded as defects.

14.2 Commercial practice determines whether there are minor deviations.

15. Termination / Release

15.1 If the other party fails to fulfil, or fails to fulfil properly or in a timely manner, any obligation arising for it from the agreement, as well as in the event of bankruptcy, suspension of payments or the placing of the other party under guardianship, or the cessation or liquidation of its business, Ikbenstil Computers shall be entitled, at its discretion, without any obligation to pay compensation and without prejudice to its other rights, to terminate the agreement in whole or in part, or to suspend the (further) performance of the agreement. In such cases, Ikbenstil Computers is furthermore entitled to demand immediate payment of the sums due to it.

15.2 If proper performance by Ikbenstil Computers is wholly or partially impossible, whether temporarily or permanently, as a result of one or more circumstances for which Ikbenstil Computers is not responsible, Ikbenstil Computers shall be entitled to terminate the agreement.

15.3 Circumstances which are in any event not attributable to Ikbenstil Computers are: conduct, except in cases of intent or gross negligence, of persons of whom Ikbenstil Computers makes use in the performance of the obligation; unsuitability of goods used by Ikbenstil Computers in the performance of the obligation; strikes, lockouts, illness, import, export and/or transit bans, transport problems, failure by suppliers to fulfil their obligations, production disruptions, natural and/or nuclear disasters, and war and/or the threat of war.

16. Compensation

16.1 Ikbenstil Computers shall only be liable for damage attributable to its wilful misconduct or gross negligence.

16.2 Ikbenstil Computers shall never be obliged to compensate for damage other than to persons or property. Ikbenstil Computers shall not, inter alia, be obliged to compensate for consequential damage.

16.3 Ikbenstil Computers reserves all statutory and contractual defences which it may invoke to ward off its own liability towards the other party, including on behalf of its subordinates for whose conduct it would be liable under the law.

16.4 The provisions of this article do not affect the statutory liability of Ikbenstil Computers under mandatory provisions.

16.5 Ikbenstil Computers’ liability or obligation to pay compensation to the customer shall never exceed the value of the relevant agreement concluded with the customer, subject to a maximum of €50,000 (fifty thousand euros).

16.6 Without prejudice to the other provisions of these General Terms and Conditions, Ikbenstil Computers shall not be obliged to compensate for damage if the damage has not been reported to Ikbenstil Computers in writing within one month of its occurrence.

17. Applicable law / Competent court

17.1 All legal relationships between Ikbenstil Computers and the other party are governed by Dutch law.

17.2 Disputes between Ikbenstil Computers and the other party, falling within the jurisdiction of the District Court, shall be adjudicated exclusively by the court of the place where Ikbenstil Computers is established, unless Ikbenstil Computers, as the claimant or applicant, opts for the competent court of the other party’s place of residence or establishment.

18. Conversion

If and insofar as, on the grounds of reasonableness and fairness or the unreasonably onerous nature of any provision in these general terms and conditions, that provision cannot be invoked, then that provision shall be given a meaning as closely corresponding as possible to its content and purport, so that it may be invoked.

19. Dutch text prevails

The Dutch text of these general terms and conditions of sale shall prevail over any translations thereof.

20. Distance selling

In the case of a so-called distance contract, commonly referred to as a distance sale (for example, an order placed with an online shop), special additional rules apply, which we have set out separately in this article. A distance sale is defined as a sales agreement where there is no direct contact between the seller and the consumer. This therefore applies not only to purchases via the internet (online shops), but also to telephone or written orders, which we classify as distance sales. The most important aspect of a distance sale is that the consumer has a cooling-off period of 14 days (starting on the day after delivery) to withdraw from the purchase. Within that period, they may exercise their right of withdrawal, the right to cancel the purchase.

Article 20a. Information

The information you receive prior to the purchase is sufficient to enable you to properly assess the offer. The information is clear and understandable, and can also be found quickly and easily on our website. In addition, you will receive clear information about your rights and obligations, including the total price to be paid including all additional costs, the manner in which the contract is concluded, whether or not the right of withdrawal applies, the method of payment and delivery, and the charges you must pay if you wish to contact us.

Article 20b. Formation, confirmation and security

A contract is concluded at the moment of offer and acceptance. An order is placed when you complete the ordering process and finally place the order by clicking the final order button. As soon as you have placed an order, you will receive a confirmation from us by email or by other means. If you order via the internet, we ensure the security of the data exchanged and a secure web environment.

Article 20c. Cooling-off period upon delivery of products (right of withdrawal)

When purchasing products, you as a consumer have a cooling-off period of 14 days. The cooling-off period begins on the day after you have received the product. During this period, you have the option to withdraw from the contract without having to give a reason. If you exercise your right of withdrawal, you must return the product to us with all accessories supplied and — where reasonably possible — in its original condition and packaging. We will refund any other costs you have already paid as soon as possible, and in any event no later than 14 days after the cancellation.

Article 20d. Cooling-off period for the provision of services and digital products

In the case of the provision of services and a contract for the supply of digital content not supplied on a tangible medium, you, as a consumer, have a cooling-off period of 14 days. The cooling-off period begins on the day the contract is concluded.

Article 20e. Exclusion of the right of withdrawal

The right of withdrawal does not apply to, amongst other things: products or services whose price is subject to fluctuations in the financial market; products made to your specifications or clearly intended for a specific person; products that are liable to deteriorate rapidly or have a limited shelf life; sealed products which, for reasons of health protection or hygiene, are not suitable for return and whose seal has been broken after delivery.

Article 20f. Payment

For every consumer purchase, the general terms and conditions may never require an advance payment of more than 50% and, unless otherwise agreed, the buyer shall pay (the remainder of) the purchase price upon or after delivery of the order.

Article 20g. Cancellation

An order may be cancelled free of charge if it has not yet been dispatched, except in the case of products and/or services that are excluded from the right of withdrawal.

On behalf of the management of Ikbenstil Computers B.V. — Amsterdam 2024.