GENERAL TERMS AND CONDITIONS of Equinem B.V.

You are not allowed to use our service if you are our direct competitor, unless with our prior written consent. In addition, you are not allowed to use our service with the aim to measure the accessibility, performance or functionality, or for any other benchmark or competitive purposes.

Article 1: Definitions

1.1. In these general terms and conditions the following terms are used in the following meaning, unless explicitly indicated otherwise.

User: Equinem B.V., established in Enschede at 42 Viekerlaan (Chamber of Commerce number 63326000);

Buyer: user's other party, acting in the exercise of a profession or business, to which user sells and delivers goods, as well as to which user performs services when occasion arises.

Agreement: The agreement between user and buyer for the sale and delivery of movable property, as well as for providing a license.

Article 2: Applicability

2.1. These terms and conditions apply to all legal relationships between user and buyer, including every offer, quotation and agreement between user and buyer to which user has declared these terms and conditions applicable, insofar as parties have not diverged from these terms and conditions explicitly and in writing.

2.2. Any variations on these general terms and conditions are valid only if expressly agreed in writing.

2.3. The applicability of any purchase conditions or other conditions on the part of buyer is explicitly rejected.

2.4. If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the remaining provisions of these general terms and conditions will remain completely applicable. User and buyer will then consult together in order to agree on new provisions replacing the null and void or annulled ones, taking into account if and as much as possible the purpose and intent of the original provision.

Article 3: Offers and conclusion of agreement

3.1. Any offer made by user is non-binding, unless in or in connection with that offer a period of time for acceptance is explicitly mentioned.

3.2. The prices in the offers/quotations concerned are exclusive of VAT and other government levies, as well as any costs to be incurred within the scope of the agreement, including costs of dispatch and administration, unless otherwise agreed.

3.3. The offer is based solely on the information provided for that purpose by buyer, in which case user can rely on its accuracy and completeness. Buyer guarantees the accuracy and completeness of the information concerned.

3.4. The agreement between user and buyer is concluded in one of the following ways and times:

a) either, if no order confirmation is sent, at the time when an offer made by user has explicitly been accepted orally or in writing and unchanged by buyer.

b) or, if an order confirmation is sent, at the time when user has received back the order confirmation sent to and duly signed for approval by buyer.

c) or, at the time when at the request of buyer user has commenced carrying out the assignment.

Nevertheless each of the parties is free to prove that the agreement has been concluded in a different way and/or at a different time.

Article 4: Execution of the agreement

4.1. The periods of time stated by user are always indicative periods and are not considered to be strict deadlines. Exceeding these periods does not oblige user to pay any compensation and does not give buyer the right to dissolve the agreement or to suspend his own obligations, unless it is a matter of intent or equivalent gross negligence on the part of user or persons in charge of his company.

4.2. In the event of untimely delivery user must be declared in default in writing by buyer, before he can be in default.

4.3. If and insofar as required for a good execution of the agreement, user has the right to have certain work carried out by third parties.

4.4. Buyer takes care that all data which user states to be necessary or which buyer should reasonably understand to be necessary for the execution of the agreement, are provided to user on time, complete and correct. If the data required for the execution of the agreement have not been provided on time, complete and correct to user, user has the right to suspend the execution of the agreement and/or charge buyer for additional costs resulting from the delay according to the usual rates.

Article 5: Delivery

5.1. Delivery of movable property takes place from the user’s warehouse.

5.2. Buyer is obliged to purchase the goods at the time that user delivers them or has them delivered to him, or at the time they are made available to him under the agreement.

5.3. If buyer refuses purchase or fails to provide information or instructions necessary for delivery, user is entitled to store the goods at the expense and risk of buyer.

5.4. For orders with a purchase value less than € 2,500.00 (two thousand five hundred euros) excluding VAT, transport costs will be borne by buyer. For orders with a purchase value more than € 2,500.00 excluding VAT transport costs will be borne by user, unless it is an exceptionally bulky transport (this for user to decide), or dispatches to foreign countries, the costs of which are always borne by buyer. Transport takes place at the risk of buyer. At the request of buyer user will take out a transport insurance. The costs of the insurance are borne by buyer.

5.5. The risk of the goods passes on to buyer at the time when they are handed over to the transporter, at least at the time of legal delivery, whereby the goods are put into the control of buyer or a third party to be appointed by buyer.

Article 6: Price and costs

6.1. The price is excluding VAT and any costs to be incurred in the scope of the agreement.

6.2. User is entitled to increase this price, for example in case of change of or addition to the agreement.

6.3. Furthermore, user is entitled to pass on price increases if between the times of offer and delivery the rates with regard to e.g. wages or other costs have risen.

Article 7: Payment

7.1. Payment must be made within 14 days after the invoice date, in a way indicated by user in the currency stated in the invoice, without deduction, discount or settlement being allowed. Objections to the level of the bills do not suspend the fulfilment of the payment obligation.

7.2. If buyer fails to pay within the time-limit of 14 days, buyer is legally in default. Buyer is then liable to pay the statutory commercial interest. In calculating the interest a part of a month counts as a full month.

7.3. In the event of buyer’s liquidation, bankruptcy, seizure or suspension of payment user's claims against buyer are immediately due and payable.

7.4.In case any payment period is exceeded user is entitled to stop further deliveries to buyer, until the full outstanding amount from all agreements concluded with user has been fully paid. In this case user is also entitled to send following goods cash on delivery only.

Article 8: Reservation of ownership

8.1. All goods delivered by user remain the full property of user until buyer has fully fulfilled all obligations under all agreements concluded with user, this at the discretion of user.

8.2. Buyer is not authorised to pledge nor encumber in any other way goods falling under the reservation of ownership. Buyer will mark goods delivered subject to reservation of ownership as property of user.

8.3. If third parties seize goods delivered subject to reservation of ownership or wish to establish or assert rights to them, buyer is obliged to notify user as soon as reasonably may be expected and to inform the third party about user’s property.

8.4. Buyer undertakes to insure and keep insured the goods delivered subject to reservation of ownership against fire, explosion damage and water damage as well as against theft and to make this insurance policy available for inspection on first demand.

8.5. Goods delivered by user which by virtue of the provision under 1. of this article fall under the reservation of ownership can only be resold within the scope of normal business activities and can never be used as a method of payment. In case of resale buyer also undertakes to deliver under reservation of ownership.

8.6. In the event that user wishes to exercise his ownership rights indicated in this article, buyer already at this moment gives unconditional and irrevocable permission to user or third parties to be appointed by user to enter all those premises where user's properties are located and to take those goods back.

Article 9: Collection costs

9.1. All judicial and extrajudicial (collection) costs reasonably incurred by user in connection with the non-fulfilment or untimely fulfilment by buyer of his obligations, are borne in full by buyer.

9.2. Buyer is liable to pay the statutory (commercial) interest on the collection costs.

Article 10: Inspection, claims

10.1. Complaints must be reported in writing to user by buyer within 7 days after discovery of a defect or after he could have discovered the defect. The letter of complaint must contain as detailed a description as possible of the complaint, so that user is able to respond adequately.

10.2. If a complaint is valid, user is authorized at his own choice either to adjust the invoice amount, or to re-supply the relevant product or service, to repair the goods, or to refund a portion of the price already paid.

10.3. If buyer has not lodged a complaint within the period of time stated in article 10.1 , all his rights and claims on any ground whatsoever will lapse, with respect to that which he has complained about or could have complained about within that period. All rights of buyer with regard to a defect in the goods lapse within one year after delivery of the goods.

Article 11: Software/License

11.1. Buyer can agree with user to take out a software subscription. In that case user provides buyer with a user license for the use of user’s software. Parties agree on the price for the user license in the Agreement. Buyer is not allowed to change the software, to make the software available to third parties, to rent it to third parties, to lease it, to lend it, to redistribute it, to make it public or sublicense it.

User will supply maintenance, technical support or other support, unless otherwise agreed. User is authorised to improve or adapt the software. Buyer is entitled to install any updates.

11.2. Except where and only insofar as this is permitted by virtue of the user licence agreed on or by applicable legislation, buyer is not allowed to copy the software or the source code of the software wholly or partly, to decompile it, to subject it to reverse engineering, to disassemble or adapt it or create derivative works from the software or parts of it.

11.3 Buyer himself is responsible for installing the software and putting it into operation. Buyer is obliged to make regular backups of his data and to secure his computer systems from unauthorized persons.

11.4. Buyer agrees that user is allowed to collect and use technical data that are collected as part of the support services provided to buyer relating to the software. User does not guarantee uninterrupted availability of apps, cloud service and/or the software.

11.5. The user license is effective until it is terminated. The rights of buyer lapse when buyer does not comply with one or more of the conditions of the agreement, after he has been put in default by user in writing with a reasonable period of time set for him to fulfil his obligations. After termination of the user license buyer is no longer allowed to make use of the software.

Article 12: Fee for software/license

12.1 Buyer is liable to pay a fee for the use of the software/license. The level of the fee is laid down in the Agreement by the parties. The fee must always be paid in advance.

Article 13: Intellectual property law

13.1 Copyright, trade name, logo, and all other intellectual property rights with regard to the software made available by user, all documentation and all modifications in it are and remain at all times the full and exclusive property of user.

Article 14: Suspension and termination

14.1. If buyer does not, not properly or not in due time fulfil any obligation towards user, if buyer has been declared bankrupt or a request to this effect has been submitted to court, if buyer has applied for suspension of payment or if this has been granted to him, if the business of buyer is shut down or wound up, if there is a seizure of goods of buyer or if buyer is placed under administration or guardianship, user has the right to suspend fulfilment of all his obligations towards buyer or to dissolve the agreement with buyer wholly or partially, without any notice of default or judicial intervention and without being obliged to pay any compensation himself, without prejudice to the other rights of user, including the right to claim damages.

Article 15: Liability

15.1. If user should be liable, then this liability is limited to what is regulated in this provision.

User's liability for damage suffered by buyer on account of defects in the goods sold or any other attributable shortcoming in the fulfilment of the agreement, is limited to compensation for direct damage to the purchase itself.

15.2 User is not liable for indirect damage, including but not limited to, damage to other goods than the ones purchased, business damage, stagnation damage, loss of profit, any loss suffered, loss of opportunity, missed savings and damage of third parties. User is liable for damage caused by intent or gross negligence on the part of the persons in charge of the company. Furthermore user is not liable for any viruses that come from the outside. Defects in the software will be repaired by user as soon as possible. If these defects result in loss of data, damage to computers or networks, user is not liable for this.

15.3 User’s maximum liability for damages does not exceed the amount that its insurer pays out in respect of this particular case.

15.4 In any case user ‘s maximum liability is limited to the (invoice) amount that has been charged to buyer by user for the goods delivered and/or for carrying out the work in which the cause of the damage is to be found.

15.5 User is not liable for damage which is caused by the fact that buyer has not fulfilled his obligation to provide information arising from article 3.3, unless such damage is also caused by intent or equivalent gross negligence on the part of user. User is furthermore not liable for damage which is caused by acts or omissions on the part of third parties engaged in the execution of the assignment by buyer, unless such damage is also caused by intent or equivalent gross carelessness on the part of user.

Article 16: Disclaimers

16.1. Buyer will indemnify user against claims filed by third parties with regard to intellectual property rights on material or data provided by buyer which are used in the execution of the agreement.

16.2 Buyer will indemnify user against claims filed by third parties in respect of damage which is related to or arises from the agreement executed by user, if and insofar as user is not liable for that towards buyer by virtue of the stipulation in article 13.

Article 17: Force majeure

17.1. Parties are not held to fulfil any obligation if they are hindered to do so as a result of a circumstance beyond their fault and for which they cannot be held accountable by law, legal act or generally accepted practices.

17.2. In these general terms and conditions by force majeure is meant including but not limited to: (thunder)storm, war, flood, fire, illness of essential employees, non-performance by third parties engaged by user in the execution of the agreement, strikes.

17.3. In case of force majeure buyer cannot claim any compensation.

17.4. If a case of force majeure leads to exceeding the agreed date or period, buyer has the right to dissolve the relevant agreement by means of a written statement. This dissolution does not extend to goods that have already been delivered; these goods must be paid to user in compliance with the provisions of article 7 of these general terms and conditions.

Article 18: Applicable law and disputes

18.1 The judge in the user’s place of establishment has exclusive jurisdiction to hear disputes.

18.2 All legal relationships between user and buyer are governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 19: Site

19.1. These terms and conditions have been deposited on www.voorwaarden.net

19.2. The applicable version is always the version valid at the time of the conclusion of the agreement.