Article 1: General
1.1 These terms and conditions apply to all offers made by AStepAhead, hereinafter referred to as AStepAhead, and to all agreements concluded by AStepAhead with buyers or clients, hereinafter referred to as: the other party, regarding the sale or making it available on other grounds. of business.
1.2 In these general terms and conditions, AStepAhead also includes all companies affiliated with AStepAhead in any way whatsoever to which the performance of an agreement is entrusted in whole or in part.
1.3 These general terms and conditions have also been stipulated for all those who have been engaged by AStepAhead in any way in the context of its activities.
Article 2: Offers
2.1 Offers or quotations from AStepAhead are always without obligation and only serve as an invitation to place an order by the other party. Even if they contain a term for acceptance; such a term is never intended to bind AStepAhead for the specified term. If an offer from AStepAhead is accepted, AStepAhead has the right to revoke the offer within two working days after receipt of the acceptance.
2.2 All rights of intellectual and industrial property on the software, websites, data files, equipment or other materials such as analysis designs, documentation, reports, quotations as well as preparatory material thereof developed or made available pursuant to the agreement, the other party will only receive the rights of use that are expressly granted by these terms and conditions and by law. Any other or further right of the client to reproduce software, websites, data files or other materials is excluded. A right of use accruing to the client is non-exclusive and non-transferable to third parties. The other party is obliged to observe confidentiality with regard to all information derived from documents as mentioned above, which have come to its knowledge in connection with the agreement.
2.3 Any changes to these terms and conditions also apply to existing agreements with effect from the thirtieth day after the date of the notification thereof to the other party, unless the customer gives notice in writing in good time on the basis of this change to this current agreement on the first reasonable date. .
2.4 The agreement between AStepAhead and the other party is concluded after AStepAhead has received a signed version of the agreement. AStepAhead expressly reserves the right, without being liable for this, not to conclude the agreement with the other party after assessing the documents received.
2.5 The other party accepts the applicability of these Conditions by the mere fact of its assignment.
2.6 If any provision of the Terms and Conditions is declared invalid or inapplicable for any reason whatsoever, the Terms and Conditions will otherwise remain in effect.
2.7 All offers, price lists, brochures and other information provided by AStepAhead, in whatever form, are without obligation and only apply by way of information, unless explicitly agreed otherwise in writing.
Article 3: Payment
3.1 After payment by the other party of the purchase price and any other amount invoiced or owed by him must be paid net, without any discount, deduction or set-off, the order will be processed, unless expressly agreed otherwise in writing. The other party is not entitled to suspend its payment obligations. Unless explicitly agreed otherwise in writing.
3.2 In the event of late payment of an invoice, all other invoices and all products delivered by AStepAhead, without any notice of default being required, will also be immediately due and payable.
3.3 The other party will, without further notice of default, owe the statutory interest plus a surcharge of 1.5% on all amounts that have not been paid by the last day of a payment term at the latest.
3.4 AStepAhead is entitled to have the financial soundness of the other party investigated.
3.5 If the other party has not paid the amount due and interest even after the expiry of a further payment term set by registered letter, the other party is obliged to reimburse AStepAhead for all extrajudicial and judicial costs. The extrajudicial (collection) costs to be reimbursed by the other party, including lawyers, procedures, bailiffs and collection agencies, are fixed at a minimum of 15% of the principal sum plus the default interest already owed and with a minimum of € 150 excluding turnover tax.
Article 4: Prices
4.1 The prices are based on the circumstances applicable to AStepAhead at the time of the conclusion of the agreement, such as, among other things, applicable factory prices, exchange rates, import duties and equivalent levies, insurance rates, taxes, wage costs and other such factors. If these circumstances change after the conclusion of the agreement but before delivery and AStepAhead has not been able to foresee them, AStepAhead has the right to change the price accordingly, stating the resulting costs.
4.2 Unless explicitly stated otherwise, stated prices are per item and exclusive of turnover tax. All prices are exclusive of storage, freight and installation costs, unless explicitly agreed otherwise.
4.3 The transport and installation costs are calculated according to a fixed rate. These rates can be requested separately.
Article 5: Delivery term
5.1 Agreed delivery times will never be regarded as deadlines, unless explicitly agreed otherwise in writing. In the event of late delivery, AStepAhead must therefore be given written notice of default.
5.2 Agreed prices are only binding insofar as it concerns AStepAhead's own prices. Changes in prices and rates of third parties and / or currency fluctuations may always be passed on by AStepAhead to the customer.
5.3 Costs arising from additions and / or changes to the agreement (additional work) are for the account of the other party.
5.4 AStepAhead is at all times authorized to deliver an order in parts and to demand payment for each partial delivery.
5.5 AStepAhead is entitled to suspend delivery as long as the other party has not approved prior delivery or has failed to purchase it.
5.6 AStepAhead is entitled to deliver and / or deliver cash on delivery as soon as payment has been credited to AStepAhead's account.
Article 6: Delivery and risk
6.1 The other party is responsible for the choice of the ordered products. AStepAhead takes all care that can reasonably be expected of it to ensure that the information on its website is correct, complete and up-to-date. In case of doubt about the correctness of the information communicated, including the price, the other party must verify this with AStepAhead. AStepAhead can under no circumstances be held liable for information that is apparently incorrectly provided by it.
6.2 Unless explicitly agreed otherwise, AStepAhead determines the mode of transport.
6.3 If the other party does not accept and / or take receipt of the goods and the documents issued for the goods at the agreed time, the other party will be in default without notice of default. This also applies to the correct delivery of the address details for the delivery. In that case, AStepAhead is entitled to have all goods of AStepAhead stored or sold to a third party at the expense and risk of the other party. The other party continues to owe the purchase price, plus interest and costs (by way of compensation), possibly less the net proceeds from the sale to those third parties. AStepAhead is not liable for costs and / or damage in connection with deliveries that are accepted at an address or time specified by the other party that subsequently turns out to be incorrect.
Article 7: Dissolution of the agreement
7.1 Each party has the authority to dissolve the agreement only if the other party, always in all cases after a proper and as detailed as possible notice of default in writing, whereby a reasonable period is set for remedying the shortcoming, imputably fails to comply with the fulfilment of essential obligations under the agreement.
7.2 If the other party does not, not properly or timely fulfil any obligation that may arise for him from the agreement, as well as in the event of bankruptcy, (provisional) suspension of payment, shutdown or liquidation of the other party's business, default and AStepAhead is entitled to suspend the performance of the agreement without notice of default or legal intervention - until payment, in the opinion of AStepAhead, is obliged to pay any compensation to the other party and without prejudice to the AStepAhead's further rights - or to dissolve it. During the time of suspension, the other party remains obliged to pay.
7.3 In the aforementioned cases, all claims of AStepAhead on the other party are immediately and fully due and payable and the other party is obliged to immediately return all unpaid goods, including loss of profit and administration costs.
Article 8: Returns and Complaints.
8.1 Complaints, regardless of whether they relate to deliveries made or not made by AStepAhead or to AStepAhead's invoices, must be submitted to AStepAhead as soon as reasonably possible, partly to enable AStepAhead to determine the validity and cause of the complaint ( and).
8.2 The other party undertakes to cooperate fully with everything AStepAhead deems necessary for the
check the validity of the complaint, including inspection of delivery by or on behalf of AStepAhead.
8.3 The granting of the foregoing consent does not imply recognition that the complaint is justified.
Article 9: Retention of title
9.1 The ownership of the goods, notwithstanding the actual delivery, will only transfer to the other party after the other party has paid in full all that it owes or will owe to AStepAhead in respect of the goods, including the purchase price, if any pursuant to these. general terms and conditions or the agreement owed surcharges, interest, taxes and costs, as well as any compensation in respect of the goods performed or to be performed.
9.2 As long as the goods delivered have not yet been paid in full, the other party is not authorized to resell, deliver or pledge the goods or in any other way, under whatever title, whether or not for free and whether or not in use to a to transfer another or make it available to him.
9.3 If and as long as ownership of the goods has not yet passed to the other party, AStepAhead will immediately notify the other party in writing when the goods are seized or otherwise a claim is made on any part of the goods.
Article 10: Penalty clause and Control
10.1 The other party that acts in violation of the provisions of the first paragraph forfeits a fine in favour of AStepAhead for each act that falls under one of the prohibitions stated therein. The fine is equal to twice the invoice amount, but at least € 2,275.00 per action. All this is without prejudice to AStepAhead's right to compensation for damage suffered and to be suffered.
10.2 AStepAhead is authorized to have an independent accountant check the books of the other party in order to be able to check compliance with the provisions of the first paragraph.
10.3 The other party is prohibited from assigning, pledging or otherwise transferring its claims arising from the agreement on AStepAhead or on a group company affiliated with AStepAhead to another party, whether or not for free. carry or make available to him without AStepAhead's prior express consent.
Article 11: Force majeure
11.1 If AStepAhead is unable to fulfil its obligations towards the other party due to force majeure, those obligations will be suspended for the duration of the force majeure situation.
11.2 If the force majeure situation has lasted three months, both parties have the right to dissolve the agreement in whole or in part by means of a registered letter. In the event of force majeure, the other party is not entitled to any (damage) compensation, even if AStepAhead should have any advantage as a result of the force majeure.
11.3 Force majeure on the part of AStepAhead is understood to mean: any circumstances independent of AStepAhead's will as a result of which the fulfilment of its obligations towards the other party is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be expected of AStepAhead, regardless of whether that circumstance was foreseeable at the time of the conclusion of the agreement. These circumstances also include strikes, stagnation, or other problems in production by AStepAhead or its suppliers and / or in transport and / or measures provided by AStepAhead or its suppliers and / or in its own or by third parties. transport and / or measures by any government agencies, as well as the lack of any government permits.
11.4 AStepAhead will inform the other party of a (possible) force majeure situation as soon as possible.
Article 12: Liability
12.1 Insofar as the goods have been sold by AStepAhead to the other party on the basis of the quality description provided by the supplier of AStepAhead, AStepAhead is not obliged to do more than indicated in this quality description.
12.2 Barring intent or gross negligence on the part of AStepAhead or its managerial staff, the liability of AStepAhead towards the other party, for whatever reason, is limited to a maximum of the purchase price of the product in question causing the damage or to the maintenance costs of a maximum of one year.
12.3 AStepAhead is never liable for damage or loss of value caused by improper use of the delivered goods. Improper use also includes use contrary to the instructions for use or other instructions given by or on behalf of AStepAhead, as well as use in conjunction with equipment or software that is not suitable for this purpose.
12.4 Except in the case of intent or gross negligence on the part of AStepAhead or its managerial staff, it is never liable for any other, direct or indirect damage of the other party or third parties, including consequential damage, immaterial damage, business or environmental damage.
12.5 Except in the case of wilful misconduct or gross negligence on the part of AStepAhead or its management personnel, the other party will indemnify AStepAhead against all claims from third parties, by whatever name, with regard to compensation for damage, costs or interests related to the goods or arising from the use of goods.
Article 13: Warranty
13.1. The warranty period commences on the day of delivery of new equipment or, if delivery is postponed as a result of an act or omission of the other party, on the day on which the delivery would have taken place otherwise.
13.2 If the other party has not concluded a service contract with AStepAhead, the following warranty applies during the period stated in the agreement, but at least for a period of twenty-four (24) months:
13.2.1. AStepAhead guarantees that brand-new equipment is free from manufacturing and material defects. AStepAhead explicitly does not guarantee that the equipment will function without defects or interruption or completely error-free, or that it is suitable for a specific intended use.
13.2.2. The warranty work is carried out at a location agreed in advance in writing.
13.2.3. Labour wages, travel costs, depreciation and usage costs are for the account of the other party against the costs
applicable rates, unless the parties have explicitly agreed otherwise in writing.
Article 14: Applicable law and Disputes
14.1 All agreements and obligations to which these terms and conditions apply are governed by Dutch law.
14.2 Any dispute that may arise between AStepAhead and the other party will be settled by the court of The Hague, except insofar as any mandatory regulation in the Netherlands expressly provides otherwise. AStepAhead reserves the right to submit the dispute to another competent court at its option.
Article 15: Privacy statement
15.1 The Other Party agrees that AStepAhead collects data that can identify users of the AStepAhead website. AStepAhead declares that this data will only be used to correctly execute agreements concluded through the AStepAhead, to improve the service and to understand and process personal wishes and requests.
15.2 AStepAhead declares that it recognizes and respects the responsibility for the use of personal data and that it will not be shared with other companies without the consent of the other party.
These general terms and conditions were filed on May 4, 2010 at the Chamber of Commerce in The Hague under number: 27362484