BTD Technics – Gorsselseweg 22, 7437 BG Bathmen
Definitions:
Article 1: Applicability
These Terms and Conditions apply to all legal relationships between BTD Technics and the Purchaser, arising from any Agreement or otherwise. Deviations must be expressly agreed upon in writing between the parties.
Article 2: Offers and Quotations
Offers, quotations, and other statements from BTD Technics are not binding unless explicitly stated otherwise. Any general terms and conditions declared applicable by the Purchaser are explicitly rejected.
The price lists, brochures, printed materials, etc., provided by BTD Technics to the Purchaser are subject to change and do not constitute an offer or agreement.
BTD Technics reserves the right to refuse orders without stating reasons, to deliver orders cash on delivery, to request advance payment, or to impose other payment conditions that BTD Technics deems desirable.
Article 3: Price
All prices and rates are in euros and exclusive of VAT and other government levies. The stated prices apply to delivery ex-warehouse (Ex Works, in accordance with Incoterms 2020). The prices exclude other additional costs, including packaging, loading and unloading, transport, and insurance. Any installation costs, assembly costs, and other costs incurred in connection with the delivery are also not included in the price.
Unless otherwise agreed, the Agreement does not include assembly and installation materials, software required for the ICT equipment, cables, accessories, and consumables, such as batteries, ink (cartridges), and toner supplies. BTD Technics is entitled to invoice the costs of sustainable packaging materials separately. These costs, if applicable, will be credited after the Buyer has returned the packaging materials undamaged.
The prices are based on the prices, exchange rates, taxes, wages, duties, charges, etc. applicable at the time of the offer. In the event of an increase in one or more cost price factors, BTD Technics is entitled to increase the price accordingly. Such a price increase does not entitle the Buyer to terminate the Agreement.
BTD Technics is at all times entitled to request security from the Buyer regarding timely and complete performance of any Agreement and, if the requested security is not provided, will be entitled to suspend the performance of the Agreement(s) until the requested security has been provided by the Buyer.
Article 4: Agreement and Additional Work
All offers from BTD Technics may be withdrawn by BTD Technics at any time, unless the offer clearly states a term for acceptance. If no acceptance period is specified, the offer will always expire after fourteen (14) days. BTD Technics cannot be held to its offers if an offer, or any part thereof, contains an obvious error or typographical error. An Agreement is concluded as soon as the Customer has accepted an offer in writing or, if written acceptance is not forthcoming, as soon as BTD Technics has commenced performance of the Agreement. The offer is deemed to accurately and completely reflect the Agreement, unless the Customer objects in writing within five (5) business days. Cancellations will not be accepted unless acceptance is confirmed in writing by BTD Technics.
If the Agreement is entered into with the intention of being performed by a specific person or employee of BTD Technics, BTD Technics is entitled to replace this person or employee with a person with the same or similar qualifications.
BTD Technics is authorized, if it deems this necessary or desirable, to engage third parties for the proper performance of the Agreement. The costs of this will be charged to the Purchaser in accordance with the Agreement.
In the event of additional work, this will automatically affect the agreed price and the agreed delivery time. This is at the Purchaser’s expense and risk. If a change in the agreed services and/or deliveries leads to reduced work and a reduction in the agreed price, BTD Technics reserves the right to charge the Purchaser for the costs already incurred by BTD Technics, as well as for lost profits.
BTD Technics will notify the buyer in writing of any additional work as soon as possible, and in any case before its execution. The buyer is deemed to have agreed to the execution of the additional work, including the associated costs and any necessary adjustments to the delivery time, unless the buyer objects in writing within five (5) days of the aforementioned notification by BTD Technics, but in any case no later than before the commencement of the additional work.
Article 5: Delivery and Execution
In the event of late delivery/performance, the buyer must notify BTD Technics in writing, granting them a reasonable period to deliver/perform before BTD Technics will be in default. In the event of a delay in delivery/performance due to circumstances attributable to BTD Technics, BTD Technics will not be liable, except in cases of intent and/or gross negligence, nor will the Purchaser be entitled to non-performance of any obligations under the relevant Agreement or any related Agreement.
The risk for goods to be delivered by BTD Technics to the Purchaser passes to the Purchaser in accordance with delivery Ex Works, in accordance with the Incoterms 2020. Unless otherwise agreed, BTD Technics determines the method of transport, shipping, packaging, etc., with the understanding that this is at the Purchaser’s expense and risk.
For agreements with a value of less than €500.00, an administration fee of €11.00 will be charged to the Purchaser.
If it has been agreed that the services and/or deliveries will take place in phases, BTD Technics may postpone the services and/or deliveries of the subsequent phases until the customer has approved the completion of the previous phase in writing and has fulfilled all its financial obligations regarding the partial delivery. In the case of partial deliveries, BTD Technics is entitled to invoice these separately.
If the goods are available to the customer after the delivery time has expired but are not accepted by the customer, they will be stored at the customer’s expense and risk, provided they have been paid for on time. If the goods have not been paid for (on time), BTD Technics is not obligated to keep them available for the customer.
Article 6: Training(s), Installations, and Management
If BTD Technics provides Training(s) at the customer’s location, the customer must ensure the availability of properly functioning equipment and software, such as a projector and screen. Unless otherwise agreed in writing, the customer is responsible for installing, configuring, and connecting the ICT equipment, performing data conversion, and installing software.
BTD Technics is not responsible for any reduced or defective functionality of the customer’s cloud solutions resulting from (i) choices made by the customer regarding internet/transmission speeds and data traffic volumes, (ii) internet outages attributable to the customer’s internet provider, (iii) disruptions in the customer’s (wireless) network that were not installed by BTD Technics, or (iv) defective functionality of items not supplied by BTD Technics.
BTD Technics does not guarantee that (i) software supplied by third parties to BTD Technics or the customer is error-free and functions without interruption, and (ii) defects in said software will be remedied. If repair of the aforementioned defects is possible, BTD Technics is entitled to postpone that repair until a new version of the software is deployed, or to implement temporary solutions, workarounds, or problem-avoiding restrictions in the software.
If the agreement provides for management, BTD Technics may impose conditions on the qualifications and the number of Customer’s contacts eligible for support from BTD Technics.
Unless otherwise agreed in writing, the management exclusively applies to items supplied by BTD Technics. This management explicitly does not apply to problems related to the Customer’s internet connection.
The Customer and participants in the training(s) are not permitted to publish, exploit, copy, or reproduce the documentation provided by BTD Technics in connection with the training(s).
Article 7: Payment
Payment of invoices by the Customer must be made within seven (7) days of the invoice date in the manner specified by BTD Technics, without offset or suspension for any reason whatsoever.
Unless otherwise agreed in writing, cancellation of participation in training(s) is not possible; in that case, the full price for the purchased Training(s) remains due. If a cancellation option has been agreed upon between the parties, cancellation must be made at least fifteen (15) business days before the start of the training(s) if no cancellation period has been agreed upon. Failing this, BTD Technics is entitled to charge the agreed fee to the customer.
If the customer fails to pay the amounts due within the agreed period, the customer is legally liable to pay statutory commercial interest from the due date of the relevant invoice up to and including the date of full payment by the customer. Any reasonable costs incurred by BTD Technics for collection or other legal proceedings, including all costs charged by external experts in addition to the legally established costs, will be reimbursed by the customer. BTD Technics is entitled to set these costs at a fixed rate of fifteen percent (15%) of the amount due, with a minimum of €125.00.
The customer’s payment will first be applied to any interest and/or (collection) costs owed and subsequently to the oldest outstanding invoices.
Article 8: Complaints
The Purchaser is obligated to inspect the packaging of items delivered by BTD Technics as thoroughly as possible for any damage and/or defects immediately upon delivery, but no later than the following business day. Any damage and/or defects to the packaging, if discovered upon delivery, must be noted on the delivery note, invoice, and/or shipping document. If damage and/or defects are discovered within the aforementioned period, they must be reported to BTD Technics in writing immediately, but no later than the following business day after delivery.
Defects and defects that could not reasonably have been discovered within the period specified in paragraph 1 must be reported to BTD Technics in writing immediately after discovery and no later than three (3) months after delivery of the delivered items.
After the periods specified in paragraphs 1 and 2, respectively, have expired, the Purchaser is deemed to have approved the delivered goods. From that moment on, complaints will no longer be processed by BTD Technics.
Filing a complaint does not release the buyer from their payment obligations to BTD Technics.
If and to the extent that any complaint is deemed justified by BTD Technics, BTD Technics is solely obligated to repair the defect(s) or replace the defective items, at BTD Technics’ discretion, without the buyer being entitled to any compensation whatsoever.
Returns of delivered items are only permitted with prior permission from BTD Technics and under conditions to be determined by BTD Technics. The buyer is obligated to return the items in their original packaging and with minimal damage. In the event of repair or replacement of defective items, the buyer is obligated to return the items at their own expense to an address to be specified by BTD Technics. Article 9: Retention of Title
All goods delivered to the Buyer remain the property of BTD Technics until full payment has been made of all amounts, including any interest and costs, owed by the Buyer for the goods delivered or to be delivered under the agreement, or services performed or yet to be performed, as well as for claims arising from failure to perform the aforementioned agreement.
The Buyer is obligated to handle the goods with care and is not entitled to pledge the delivered goods except with the written permission of BTD Technics.
As long as ownership of the goods has not been transferred to the Buyer, the Buyer is not authorized to (i) sell, lease, pledge, or otherwise transfer the goods subject to the retention of title. To encumber or grant any other right to third parties in any other way or to use the aforementioned goods for the benefit of third parties, and (ii) to encumber or use for the benefit of third parties the (user) rights/licenses granted or transferred subject to retention of title.
The Purchaser is obligated to insure the goods subject to retention of title against fire, explosion, water damage, and theft and will provide BTD Technics with access to the insurance policy upon first request. In the event of damage and/or loss of the aforementioned goods, BTD Technics is entitled to any payment from the insurer. The Purchaser’s claim for payment of the aforementioned payment is deemed to have been assigned to BTD Technics in that case – with the agreement and the Terms and Conditions serving as the deed of assignment – and the Purchaser will then notify the insurer of this assignment and instruct it to pay the aforementioned payment directly to BTD Technics.
BTD Technics is entitled to repossess goods delivered under retention of title and to revoke any granted or transferred (user) rights subject to retention of title, or to block the exercise of such rights if the buyer (i) fails to pay the claims referred to in paragraph 1 of this article or (ii) experiences or is at risk of experiencing payment difficulties. If BTD Technics wishes to exercise its ownership rights, the buyer grants BTD Technics or any third parties designated by BTD Technics unconditional permission in advance to enter all locations where BTD Technics’ property is located and to repossess it.
If BTD Technics cancels the order in whole or in part, it is entitled to repossess the unpaid portion of the delivered goods. Cancellations and/or repossession do not affect BTD Technics’ right to compensation.
Article 10: Warranty
BTD Technics guarantees the soundness of the goods it delivers to the Buyer, but only to the extent that its suppliers accept liability for them or provide guarantees. Therefore, unless otherwise confirmed in writing by BTD Technics, BTD Technics will not be bound by any warranty beyond that provided in these terms and conditions.
BTD Technics will repair or replace any defects directly resulting from material, design, or manufacturing errors, notified to its suppliers in sufficient time to enable it to file a complaint with its suppliers. The associated labor, travel, and transportation costs will be borne by the Buyer. BTD Technics becomes the owner of the replaced goods or parts.
However, BTD Technics will not be bound by any warranty if (i) the Customer modifies or repairs the delivered goods or has them carried out by third parties not approved by BTD Technics, (ii) the Customer uses the delivered goods for purposes other than their normal use, (iii) the Customer handles the delivered goods improperly or maintains them improperly, (iv) the Customer fails to fulfill its obligations arising from the delivery, or (v) defects are wholly or partially the result of external causes, such as fire or water damage.
BTD Technics will charge the Customer for repairs outside the applicable warranty.
The warranty does not apply to ICT equipment delivered and/or used outside the EU, nor to discounted or second-hand goods.
Article 11: Liability
Except in cases of intent or gross negligence, BTD Technics is never obligated to compensate for direct or indirect damages resulting from or arising from defects in delivered goods or services, or from the failure, untimely, or incorrect functioning of the goods and/or services to be delivered or delivered by it. Any liability for business interruptions (including, but not limited to, business disruptions, loss of income, use, production, or contracts), for loss of or damage to data carriers or data files, for damages due to infringements of intellectual property rights, and/or for any indirect, special, or consequential damages, regardless of the cause, including delays in the delivery of goods and services, is expressly excluded. BTD Technics is not liable for damages of any nature whatsoever arising from or caused by incorrect, careless, or unskilled use, or by use for purposes other than normal, of goods supplied by BTD Technics. The Purchaser indemnifies BTD Technics and its employees against claims from third parties for compensation for material and immaterial damage, which is directly or indirectly caused by (the use of) the goods supplied by BTD Technics, if the damage is the result of intent or gross negligence on the part of employees of BTD Technics and/or third parties engaged by it.
Any liability of BTD Technics, its directors, and employees is limited to the amount paid in the relevant case under the liability insurance taken out by BTD Technics, plus the amount of its deductible as stated in the relevant policy.
The limitation described in the previous paragraph also applies if BTD Technics is liable for the malfunctioning or improper functioning of the equipment, software, data files, registers, or other items used by BTD Technics in the execution of its assignment. This limitation also applies if an email message is not transmitted and/or received correctly, incompletely, or not on time. The Purchaser grants BTD Technics the right to communicate with them and third parties by email, being aware that the confidentiality of information sent by email is not guaranteed. If and to the extent that, for any reason whatsoever, no payment is made under the insurance referred to in paragraph 3 of this article, any liability of BTD Technics will in any case be limited to the amount of the invoice charged by BTD Technics in the relevant case, with a maximum of €10,000.00, except in the case of intent or gross negligence on the part of BTD Technics.
BTD Technics is only liable for shortcomings of ancillary personnel and third parties if and to the extent that the resulting damage can be recovered from the ancillary personnel or third party. BTD Technics is authorized to accept any limitations of liability of ancillary personnel and third parties on behalf of the Purchaser.
Article 12: Force Majeure
Neither Party shall be deemed to be in default under the Agreement in the event of circumstances beyond its control. These circumstances may include wars, riots, hostilities, public order disturbances, epidemics, government-imposed currency restrictions, and other restrictions (hereinafter referred to as: Force Majeure). Force Majeure does not include delayed delivery of goods and/or services and/or liquidity or solvency problems.
As soon as any performance under the Agreement is threatened by a Force Majeure situation, the affected Party will notify the other Party in writing, providing all relevant details. The affected Party will be released from fulfilling its obligations under the Agreement to the extent and for as long as the Party can determine that performance is prevented by Force Majeure.
If performance of the Agreement and/or the delivery of goods and/or services is prevented by Force Majeure for more than ninety (90) days, either Party is entitled to terminate the Agreement by giving written notice to the other Party. Any performance already performed under the Agreement will then be settled pro rata, without the Parties owing each other anything else.
Article 13: Dissolution
If a Party applies for a moratorium, becomes bankrupt, is placed under guardianship, or otherwise loses the power to dispose of its assets or parts thereof, the other Party has the right to terminate the Agreement by written notice or to suspend the fulfillment of its obligations. All payments owed to the Party entitled to termination will then become immediately due and payable. Furthermore, the rights regarding non-fulfillment of obligations remain fully reserved to the Party in question.
Article 14: Confidentiality Obligation
The Parties are mutually obligated to maintain complete confidentiality towards third parties regarding any (business) information provided to them that can be understood to be of a confidential nature. The Purchaser is obligated to take measures to ensure that this confidentiality is observed by its employees.
Article 15: Choice of Law and Forum
These Terms and Conditions and the Agreement, and everything related thereto, are governed by Dutch law.
Disputes relating to these Terms and Conditions, an Agreement, or anything related to or arising from it, will be submitted to the competent court in the place of business of BTD Technics.
Article 16: Intellectual Property Rights and Usage Rights
All intellectual property rights relating to items developed or made available to the Customer under the Agreement, such as software, applications, platforms, websites, data files, ICT equipment, or other items, such as analyses, designs, drawings, calculations, documentation, reports, price lists, and offers, belong exclusively to BTD Technics, its licensors or their suppliers. The Purchaser may not copy, disclose, or show these items to third parties without the prior written consent of BTD Technics.
The Purchaser shall only acquire the usage rights granted to it under the Agreement or by law for the duration of the Agreement. Any usage rights granted to the Purchaser are non-exclusive, non-transferable, and non-sublicensable.
The Purchaser is not permitted to remove or modify any (i) notices concerning copyrights, trademarks, trade names, or other intellectual property rights, or (ii) technical measures designed to limit the content or duration of the usage rights, from the items referred to in paragraph 1 of this article, which have been applied by BTD Technics or its licensors or suppliers.
If the Customer provides items to BTD Technics for the purpose of incorporating them into software, ICT equipment, items, or designs to be supplied by BTD Technics, the Customer hereby indemnifies BTD Technics against any third-party claims arising from infringement of copyrights and other intellectual property rights.
Article 17: Privacy, Data Processing, and Security
The Customer warrants to BTD Technics that (i) the Customer complies with the obligations under legislation regarding the protection and processing of personal data (such as the General Data Protection Regulation (hereinafter: GDPR) and the Telecommunications Act) and (ii) individuals whose personal data are registered or processed have granted the Customer the required consent (also for the benefit of BTD Technics).
The Customer will, upon request, inform BTD Technics in writing about how the Customer fulfills the aforementioned obligations.
With respect to the processing of personal data, BTD Technics is only a processor within the meaning of the GDPR. BTD Technics will process the aforementioned personal data solely for the performance of the Agreement and for the purposes stated in the Agreement, and will otherwise maintain confidentiality. BTD Technics will never make the personal data available to third parties for commercial purposes.
The Purchaser is fully responsible for the personal data referred to in paragraph 1 of this article that are processed using the goods and services provided by BTD Technics.
The Purchaser warrants to BTD Technics that the content, use, and/or processing of the personal data referred to in paragraph 1 are not unlawful and do not infringe any rights of the persons referred to in paragraph 1 or third parties. The Purchaser indemnifies BTD Technics against (i) all claims from the aforementioned persons, on any grounds whatsoever, in connection with the personal data or the performance of the Agreement, and (ii) all orders subject to penalty payments, fines, or criminal sanctions imposed on BTD Technics by the Dutch Data Protection Authority and/or other government agencies relating to the aforementioned personal data or the performance of the Agreement.
BTD Technics never guarantees that the processing of the aforementioned personal data and the personal data and information security complies with applicable laws and regulations and is effective under all circumstances, especially if third parties are responsible for this. Any liability of BTD Technics in this regard is excluded.
If BTD Technics has assigned access or identification codes or login credentials for the use of computer, data, or telecommunications facilities, BTD Technics is entitled to change these codes or login credentials. The Customer shall treat these codes and login credentials confidentially and with care and shall only disclose them to authorized employees. BTD Technics is never liable for damages or costs resulting from inadequate security or the use or misuse of the aforementioned codes or login credentials.