General terms and conditions of Stienen Bedrijfselektronica B.V.

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Article 1 Applicability of these Terms and Conditions

1.1. These Terms and Conditions shall apply to any and all offers and deliveries made, and advice given, by Stienen Bedrijfselektronica B.V. (to be referred to hereinafter as “Stienen”), and any and all agreements (to be referred to hereinafter jointly as “the delivery”) that Stienen is party to unless all parties have explicitly agreed otherwise in writing. In the event that two or more customers have entered into an agreement regarding one and the same subject, they shall be jointly and severally liable for the entire contract of assignment and its consequences. 

1.2. Any and all other terms and conditions, whether or not from third parties, shall be explicitly excluded unless Stienen – thereby being duly represented – has agreed explicitly and in writing to such other terms and conditions.

1.3. Also, in the event that initially a written order is given to Stienen by the customer and/or a written offer is submitted to the customer and subsequent to this the contract is finalized only by electronic means, the customer shall have agreed to these Terms and Conditions having been made available by electronic means, as well as to the fact that further contracting between it and Stienen shall be effected electronically.

Article 2 Offers

2.1. Any and all offers made by Stienen shall be submitted in writing, shall be without any obligation, and shall have a term of validity of 45 days to be calculated as of the date of the offer, unless explicitly agreed otherwise. The parties agree that communication can also take place by electronic means, e.g. by email.  

2.2. Offers are based on the data submitted by the customer regarding the use envisaged by it, its (business) needs, etc. Stienen may always act on the assumption that such data is correct. 

2.3. Alterations and/or extensions of and/or supplements to the offer or the delivery can only take place with the written consent of both parties and in such case are considered to be part of the contract. If Stienen has proposed any alterations, extensions and/or supplements to the customer in writing, or has started the execution of such alterations, supplements and/or extensions, and if the customer has not informed Stienen in writing and unambiguously of its refusal within five days from the date of dispatch, the consent referred to in the previous sentence is considered to have been granted. 

2.4. Any offer is considered to have been rejected by the customer in the event that an order based thereupon has not been returned signed to Stienen within 90 days.

Article 3 Agreement and prices 

3.1. An agreement that is covered by these General Terms and Conditions shall not be effected until Stienen has received the order, has confirmed such to the customer in writing, or has started performing the order. In the event that the customer has chosen to be represented by a third party, all resulting consequences shall be exclusively at the expense of, and risk of, the customer and any and all provisions included in these Terms and Conditions shall also apply mutatis mutandis to the representative. The representative and the customer are jointly and severally bound vis-à-vis Stienen. 

3.2. If the customer has not submitted any complaint within 7 days from the date of the confirmation of the commission, then it agrees to the contents of such confirmation.

3.3. An order awarded by the customer shall be binding upon such customer irrespective of the manner in which it has been awarded. 

3.4. The rates and amounts stated by Stienen in its offers are either fixed or are subject to subsequent calculation and are exclusive of the Dutch VAT (BTW / Belasting Toegevoegde Waarde) applicable at the time of invoicing. 

3.5. The prices stated in the offer are based on cost prices, as apply on the date of the offer, also in relation to the alterations, extensions and/or supplements referred to in Article 2.3, unless delivery will be made more than 6 months after such date. Should this be the case, then Stienen shall be entitled to adapt the prices considering the price changes in raw materials, materials, components, wages, exchange rates, insurance premiums, haulage costs, taxes, social insurance contributions and other levies and/or surcharges levied or to be levied by the government or by other authorities, that have occurred until the date of the actual delivery.   

3.6. Packaging, loading and unloading and the transportation of materials, as well as the dispatch of documents or other data carriers (including drawings) for the activities are carried out are at the expense and risk of the customer, unless agreed upon otherwise in writing. The costs in connection with these activities are charged separately. Such costs are not included in the price. 

Article 4 Delivery

4.1. By concluding an agreement as referred to in Article 3.1, Stienen shall only commit itself to delivery. Part deliveries shall be allowed. Any communications by Stienen shall never be considered to be advice, unless Stienen had stipulated a fee in this respect that is separate from the delivery. 

4.2. The customer shall be obliged to take possession of the delivery at the location agreed with Stienen. If the customer fails to take possession of the delivery, any goods not taken possession of shall be stored by Stienen at the customer’s expense and risk. 

4.3. Stienen shall not carry out any extra work until after the customer has given its approval for such extra work being carried out. Any costs of such extra work will be charged to the customer. Stienen shall have the right to claim payment for such extra work regardless of whether there is a written order for the work.   

4.4. The delivery periods and times indicated by Stienen shall be approximate periods and times and shall not be binding deadlines. If Stienen fails to observe such delivery periods and times, this cannot be considered to be an attributable shortcoming on the part of Stienen and it shall not entitle the customer to dissolve the agreement or to cancel the order, nor shall it constitute a ground for damages. If delivery in accordance with the delivery periods and times indicated by Stienen is found to be impossible, Stienen shall inform the customer accordingly as soon as possible and the parties shall make further arrangements in mutual consultation.  

4.5. The customer shall ensure that any activities, including preparatory work, and/or deliveries that are not part of the agreement with Stienen, and that are to be carried out by other parties than third parties engaged by Stienen, are carried out in good time, such that this will not cause the performance of the work by Stienen to be delayed. If the provision of the previous sentence is not complied with, the costs of any waiting hours and/ or other damage or loss and/or costs shall be charged to the customer.

4.6. Stienen shall be entitled to have all or part of the delivery made by third parties in which case these Terms and Conditions can also be invoked by or on behalf of such third parties. 

4.7. Delivery shall be made Ex Works from Stienen’s business premises, in accordance with the most recent version of the Incoterms, unless agreed otherwise in writing. The risk of the delivery shall pass on to the customer at the moment when Stienen makes the delivery available to the customer. Any damage and/ or loss between the moment when the product leaves Stienen’s business premises and the moment when the delivery is made available to the customer, regardless of whether such damage or loss is due to Stienen carrying out other activities for the benefit of the customer after Ex Works delivery, shall always be at the expense and risk of the customer.

Article 5 Guarantee

5.1. Provided that the customer has satisfied all of its obligations, Stienen will, in principle, grant the customer a guarantee period of 1 year from the date of shipment of the delivery and a guarantee period of 3 months from the shipment of a repaired product. Stienen shall be entitled to agree a different guarantee period in writing at all times. Any costs of transport and shipment, disassembly or assembly, and/or travelling and accommodation expenses shall always be at the expense of the customer regardless of the guarantee.

5.2. Stienen’s guarantee shall not apply to any defects caused by: 

•    normal wear and tear;
•    inexpert and/or improper use by the customer and/or third parties engaged;
•    installation, assembly, change or repair by the customer or by third parties engaged by the customer;
•    defects to or unsuitability of goods coming from, or prescribed by, the customer;
•    overvoltage;
•    damage due to water;
•    a faulty safety fuse;
•    induction;
•    lightning damage.

5.3. Stienen’s guarantee does not cover goods that were not new at the time of delivery, the testing and repairing of any goods of the customer, nor parts already covered by a manufacturer’s warranty.

Article 6 Payment and security

6.1. Payment by the customer must be effected in the manner stated on the invoices. If no term of payment is stated, payment must be effected within 14 days from the date of invoice. Stienen shall send the customer an invoice for this. Stienen reserves the right to send invoices periodically. Payment by the customer must be effected without it having any right to deduction, discount or set-off, unless the parties have agreed otherwise in writing. 

6.2. Stienen shall always be entitled to demand advance payment or security for a maximum of the total amount of the delivery. Such security may only be demanded - at Stienen’s discretion - in the form of an advance payment, mortgage security interest and/or a right of pledge and/or a stand-by bank guarantee as suitable to Stienen. The customer shall provide such security immediately when requested by Stienen. 

6.3. If advance payment is not made in good time or if the security demanded by Stienen is not furnished, Stienen shall not have to deliver and, if it so desires, it shall be entitled to consider the agreement as dissolved after having sent a written notice of default. Stienen will not be liable for damages then.

6.4. Stienen shall be authorized to set off any amounts it may owe the customer or other companies belonging to the same group of companies against amounts the customer owes Stienen. 

6.5. If the customer fails to fulfil its payment obligations in respect of Stienen, any and all judicial and extra-judicial collection charges or recovery costs incurred by Stienen shall be charged to the customer. The customer shall be in default without any notice of default being needed by the mere lapse of the agreed term of payment. As soon as the customer is in default, it shall owe the statutory commercial interest rate on the amount that it owes Stienen until the day that full payment is made. 

6.6. All amounts owed by the customer to Stienen shall be immediately due and payable if and in so far as the customer is in default as regards any payment, as well as if the customer is declared bankrupt, granted a suspension of payments, is dissolved or wound up or if its business operations are ceased, and/or if control of the operations in this company or in the group of companies that the customer belongs to changes.

Article 7 Suspension and dissolution

7.1. If the customer fails to fulfil an obligation of the agreement in time, properly or at all, or if there is good reason to assume that the customer will not be able to fulfil its obligations pursuant to the agreement, as well as if the customer is declared bankrupt, granted a suspension of payments, is dissolved or wound up or if its business operations are ceased, and/or in the event of insufficient liquidity on the part of the customer, or if control of the customer’s company changes, Stienen shall be entitled to suspend the performance of the agreement/delivery in whole or in part or to dissolve the agreement in whole or in part without a notice of default being required and without judicial intervention and without prejudice to any other rights and remedies that Stienen is entitled to. Stienen will then not be liable to compensate any damage or loss incurred by the customer as a result of such full or partial suspension/dissolution.

7.2. If any of the events referred to in Article 7.1. occurs, any and all claims that Stienen has or will have on the customer shall be immediately due and payable.  

7.3. The customer shall be obliged to inform Stienen forthwith if any of the situations referred to in Article 7.1. occurs.

Article 8 Retention of title

8.1. Stienen shall retain exclusive title to any and all goods delivered or still to be delivered by Stienen until any and all claims of Stienen on the customer regarding such goods and their relevant costs have been fully paid by the customer. 

8.2. Stienen shall be entitled to take back any goods delivered under retention of title that are still present at the customer’s if the customer fails to fulfil its payments obligations, is experiencing payment difficulties, or is at risk of experiencing such difficulties. The customer shall grant Stienen unlimited access to its premises and/or buildings at all times in order for Stienen to inspect the goods or to exercise its rights. 

Article 9 Intellectual property

9.1. Any and all intellectual property rights in relation to Stienen’s products and their design, brochures and software, and any goods that Stienen develops and/or uses to perform the agreement shall remain the property of Stienen, unless such property rights already vest in third parties and unless agreed otherwise in writing.  

9.2. The customer shall indemnify Stienen with regard to any and all third-party claims for infringement upon third-party property rights, regardless of whether such claims are actually claims for damages, as well as for any and all costs that arise for Stienen in this respect, inclusive of any costs of legal assistance.

Article 10 Sanctions 

10.1 The customer shall guarantee that neither the customer nor its agents, nor any party on whose behalf the customer acts or whom the customer supports, is under the direct or indirect control of any party, such as a natural person, legal entity or any other institution designated, mentioned or identified pursuant to national or international legislation or regulations on sanctions in the widest sense, and on which party trade and/or economic sanctions, prohibitions or restrictions have been imposed.

10.2 The customer shall guarantee that it will not resell the product to, nor shall it have any commercial relations with any party, such as a country, natural person, legal entity or any other institution designated, mentioned or identified pursuant to national or international legislation or regulations on sanctions in the widest sense, and on which party trade and/or economic sanctions, prohibitions or restrictions have been imposed.

10.3 In the event of any violation by the customer of any provision stipulated in this article 10, Stienen can terminate the agreement with immediate effect, without any liability and/or any obligation to pay damages arising on Stienen’s part.

10.4 The customer shall indemnify Stienen fully for, and shall hold Stienen fully harmless against, any and all liability, damages, administrative and/ or criminal penalties which Stienen is sentenced to or which are imposed on Stienen for any violations of legislation on sanctions in the widest sense.

Article 11 Processing of personal data

11.1 To the extent that Stienen processes personal data for the purpose of carrying out the work, such personal data will be processed properly and carefully, in accordance with the General Data Protection Regulation and other privacy legislation.

11.2 Stienen may process personal data. Stienen does so for various purposes, including, without limitation, preparing and performing the agreement, invoicing and keeping payment records, assuring its quality and developing its services, market research, sales activities 
and direct marketing for services and/ or products. The personal data provided by the customer will be recorded in Stienen’s customer records. To the extent relevant, a register will be kept of the actions to process the data referred to above. The data will not be used for any other purposes or provided to third parties without prior notice to the customer or, to the extent required by relevant legislation on protecting personal data, the customer’s prior approval, unless explicitly agreed otherwise between Stienen and the customer.

11.3 Technical and organisational measures will be taken in order to protect the personal data against being lost or any other form of unlawful processing, always taking into account the current state of the art and the nature of processing.

11.4 Stienen will always exercise all due care as regards the data provided to Stienen. However, Stienen will not be liable for any damage or loss on the part of customers or third parties as a consequence of insufficient security in respect of any processing systems in the widest sense, including, without limitation, devices, networks, systems, software, cloud data, data registers and databases.

11.5 Stienen will not retain personal data for any periods longer than legally allowed or obliged for the purposes referred to above. Stienen will take suitable technical and organisational measures to protect personal data.

11.6 Stienen will never be liable for any damage or loss due to a customer’s fault if such customer acts as the processor of personal data, regardless of how the damage or loss was caused. The customer shall indemnify Stienen for, and hold Stienen harmless against, any fines imposed in connection with any legislation including, without limitation, the GDPR and claims by people whose personal data has been registered or is processed by the customer, or for which the customer is responsible in any sense for any other reason.

Article 12 Liability

12.1. Save in the event of intent or deliberate recklessness on the part of its management, Stienen’s liability for any damage or loss resulting from a shortcoming in the performance of its obligations that is attributable to Stienen - to be proven by the Client for the purpose of establishment pursuant to section 7:900 of the Dutch Civil Code - will be limited to a maximum amount equal to that part of the invoice amount that relates to a shortcoming by Stienen, as proven by the Client, in the delivery in question and shall at all times be limited to its 
liability insurance cover, to be increased by the excess amount according to the policy in question.

12.2 Stienen shall never be liable for any damage or loss due to an attributable shortcoming or an unlawful act by suppliers or other natural or legal persons engaged by it, or damage or loss that can be based on another legal basis.

12.3 The Client will be liable for any acts or omissions by its subordinates or any third parties engaged by it or on its behalf, as well as by everyone present on site. If any building materials or resources that the Client has made available or that are prescribed by the Client are found to have any defects, the Client will be liable for any damage or loss caused as a result. For the purpose of establishment pursuant to section 7:900 of the Dutch Civil Code, the Client shall prove that, if such a defect exists, the defect did not cause the damage or loss.

12.4. Stienen will never be liable for any costs, damage or loss etc. caused as a direct or indirect consequence of visible and/or hidden defects in resources purchased by Stienen from third parties and/or supplied to Stienen by third parties, including - without limitation - various electronics components, software and hardware intended for products and systems produced by Stienen or for other purposes.

12.5 Stienen shall never be liable either for any consequences of an attributable shortcoming and/or a defect of or in resources purchased, and/or natural or legal persons hired by Stienen from third parties or by the Client as referred to in articles 8.2, 8.3 and 8.4, which shall be taken to include, without limitation, damage or loss to and/or the death of animals and/or other movable property, operating loss and damage or loss due to business interruption and/or lost profits. The Client shall fully indemnify Stienen for and hold it harmless against the latter claims. Stienen shall be entitled to also invoke this provision in respect of any third parties engaged by Stienen.

12.6  The Client will be responsible for the condition of the location on or in which the activities of the delivery take place.

12.7 Stienen will never be liable for any damage or loss if the goods delivered by Stienen are used incorrectly or are used for another purpose than the purpose to which they are suited according to Stienen.

12.8 Stienen will never be liable for any loss of data and/or any breach of the security of processing systems in the widest sense including, without limitation, devices, networks, systems, software, cloud data, data registers and databases, regardless of whether this is caused by accident, unlawfully or in any other way, and regardless of whether this is due to an internal or an external cause and regardless of whether or not this leads to any damage or loss due to for example, without limitation, the destruction, loss, use, alteration or unauthorised disclosure of or unauthorised access to data transferred, stored or processed in any other way, regardless of the cause of such data loss and/ or breach and regardless of the platform on which such data loss and/or breach occurs. The customer shall indemnify Stienen for, and hold Stienen harmless against, any and all damage or loss due to a data loss and/or breach as described in the first sentence of this paragraph caused by any action, negligence or risk that should be for the account of the customer. The customer shall indemnify Stienen for, and hold Stienen harmless against, any claims by third parties, including legal entities, that have incurred damage or loss due to a data loss and/ or breach as described in the first sentence of this paragraph. The customer is under the obligation to take out suitable liability insurance or another suitable insurance policy to cover this risk.

Article 13 Force Majeure

13.1 In The event of an obstacle to the execution of the agreement as a result of force majeure, it is entitled to suspend the execution of the agreement without judicial intervention or during the force majeure situation, or the agreement In whole or in part, without any loss of any damages.

13.2 both in the case of suspension and dissolution under paragraph 1, Salandanan is entitled to demand immediately payment of the work and materials/ products already carried out pursuant to the agreement.

13.3 under force majeure, these general terms and conditions shall mean any of the will of Stienen independent circumstance -even if it had already been foreseen at the time of the agreement-which would permanently or temporarily prevent the fulfilment of the agreement.

Article 14 Lapse of law

14.1 The client cannot rely on the fact that what has been done or delivered does not respond to the agreement, if he does not receive it on receipt, but in any event within three working days after delivery of the products and services thereof Schriftelij (k) has communicated to Stienen.

14.2. In respect of all Klach, Stienen will be given the opportunity to monitor them. Stienen has the choice to take back the goods, to exchange them, to give a reduction on the price, or to take other appropriate measures according to them.

14.3 Complaints regarding invoices must be submitted in writing to Stienen at the latest within three weeks of the date of the invoice, in the absence of which each recourse to such inaccuracies lapses and the invoices are established as undisputed Have to apply.

Article 15 Disputes

15.1. Dutch law shall govern any and all agreements and the legal relationships arising from them between Stienen and the customer and/or other contracting parties. 

15.2. The Limburg court in Roermond shall be exclusively competent as the court of first instance. If a dispute occurs that arises from, or is in connection with these agreements, the parties shall first consult each other and try to come to an amicable arrangement along the lines of these Terms and Conditions before submitting the dispute to the court. 

15.3. There will be a dispute when one of the parties declares that this is the case. 

Article 16 Final provisions

16.1. Any deviations from and/or supplements to these General Terms and Conditions shall only be binding in the event that, and in so far as, we have consented thereto in writing for each legal action separately in writing.  

16.2. In the event that one or more provisions of these General Terms and Conditions might not be applicable, the remaining provisions of these Terms and Conditions shall remain applicable unimpaired. 

16.3. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry for Limburg-Noord (Kamer van Koophandel en Fabrieken voor Limburg-Noord / 1 October 2015). Furthermore, they are always open for inspection at the offices of Stienen and will be forwarded free of charge on request. 

This English translation of our General Terms and Conditions was based on a Dutch-language original. The original Dutch text shall prevail if there are any disputes as to the interpretation of these General Terms and Conditions.

Remco