GENERAL TERMS AND CONDITIONS FOR SALE, DELIVERY AND PAYMENT
OF THE LIMITED COMPANY
“ECCT B.V.”
LOCATED AT DE RUN 4312-c, 5503LN VELDHOVEN, NETHERLANDS.
Article 1. General
The conditions listed below apply to all goods and services supplied by ECCT, unless ECCT has agreed explicitly in writing to the use of other conditions.
Article 2. Offers
ECCT tenders, offers and quotations are not binding. Unless otherwise stipulated in the offer and/or quotation, they are valid for a period of not more than 30 days.
Article 3. Entering into agreement
ECCT commitments, arising from verbal or written agreements, never extend beyond that which ECCT has agreed to verbally and/or in writing.
Article 4. Delivery times
Delivery times are only estimations and are never binding.
Article 5. Deposits
Upon entering an agreement for the delivery of goods and/or the provision of services, ECCT is entitled to request a deposit amounting to, at most, 50% of the total price agreed.
Article 6. Payment
Unless explicitly otherwise agreed, payment must be made not later than 30 days after the date on the invoice. If the term of payment is exceeded the customer is in default, without the requirement that notice or warning of default has been given.
If the term of payment is exceeded all legal and other debt collection costs will be charged to the customer and ECCT is entitled to charge the going rate of interest over the outstanding amount.
The non-legal debt collection costs amount to 15% of the outstanding payment with a minimum of EURO 100.00, excluding V.A.T. All payments will be considered as (part) payment of the oldest outstanding account. If the customer defaults on any payment owed to ECCT, ECCT has the right to suspend further execution of the agreement and of any other agreements which may be in progress at the time, or to cancel these before execution has commenced, while maintaining the right of ECCT to compensation.
Unless explicitly otherwise agreed, all prices quoted by ECCT are subject to inflation adjustment in line with the Harmonised Index of Consumer Prices (HICP).
Article 7. Partial deliveries
If an agreement applies to various goods or services, delivery of the goods or services in question may be made in whole or part. In the event of a partial delivery, the customer must pay the invoice for the partial delivery and treat it as if it were a separate transaction.
Article 8. Reservation of ownership
Products supplied by ECCT remain the property of ECCT until all invoices have been paid in full, on the understanding that, the customer is liable and responsible for that which has been delivered from the moment it is in his possession.
Article 9. Force majeure
In the event of circumstances beyond our control (force majeure) – such as industrial, traffic or transport disruptions, government measures, strikes, disruptions in the supply and delivery of finished products, war, revolution and the like – ECCT has the right to cancel the agreement with the customer or to suspend the delivery. If at the time that the circumstances beyond our control have arisen, ECCT has already partially fulfilled its commitments, ECCT is entitled to invoice the customer for that which has already been delivered and the customer must pay the invoice for this partial delivery and must treat it as if it were a separate delivery.
Article 10. Complaints
Complaints, including all complaints about the quality of the goods and/or services delivered, must be made in writing to ECCT within 30 days of receipt of the goods and/or services.
ECCT must be given the opportunity to investigate the complaints.
Complaints do not give the customer the right to dissolve the agreement or to, partially or completely, withhold or postpone payment.
Article 11. Guarantee
ECCT guarantees that all the goods, services and advice supplied by ECCT fulfills all normal requirements for usability, reliability and durability, bearing in mind the nature of the goods, services or advice requested.
In the event of faults in the supplied products – where products are defined as all the goods and services supplied by ECCT – the liability of ECCT extends as far as, and no further than, the repair or replacement of products during the guarantee period, at no charge to the customer. ECCT has the right to choose whether to repair or to replace the product in question.
In this event, the fault in question must be made known to ECCT within eight days after its discovery.
If the products have not been used for their intended purpose, or if they have been used injudiciously, and/or if modifications have been made to the hardware and/or software and/or if the hardware or software is used in products which have been developed based on the products developed by ECCT, any rights arising from the guarantee are forfeited and ECCT has no further obligations w.r.t. the guarantee.
Unless explicitly agreed and stated otherwise, the guarantee is valid for a period of six months after delivery.
After the guarantee period has ended, ECCT has no further obligations or liability. Should it be necessary to carry out inspections and/or work at the location where the products are, all expenses which arise will be charged to the customer, in the event that the ECCT products prove to be without fault.
Article 12. Liability
The extent of ECCT’s liability, arising from agreements made with ECCT for the supply of products and/or the provision of services, is limited under all circumstances to the price for which the goods and/or services in question were supplied.
ECCT’s liability ends as soon as the customer has launched the product(s) developed by ECCT on the market or as soon as the customer has used these products for commercial purposes.
ECCT is not liable for certificates, declarations, decrees and the like, whatever they may be called, which are issued by Government bodies, testing institutions or others, at the request of ECCT for the customer.
ECCT is not liable to the customer and the customer frees ECCT from any liability to third parties with respect to goods or services, provided by ECCT, which are used by third parties other than the customer.
ECCT is not liable to the customer and the customer frees ECCT from any liability to third parties with respect to the use by ECCT of patents and/or other items falling under industrial property rights, belonging to third parties insofar as ECCT had no knowledge of the existence of these industrial property rights.
Article 13. Cancellation
In the event of a unilateral cancellation by the customer of either a verbal or a written agreement, the customer is liable to pay ECCT compensation in the amount of 30% of the invoiced sum. At which time, the customer will receive an invoice from ECCT for the amount of the cancellation costs. Article 6 is applicable in this case.
Article 14. Freedom from liability
The customer must free ECCT from any liability to third parties with respect to goods or services provided by ECCT.
Article 15. Advice
Advice given by ECCT is given in good faith and to the best of its knowledge. However, ECCT does not accept liability for the verbal or written advice given, unless the advice in question forms part of an agreement which ECCT has made with the customer, in which case article 11 is applicable.
Article 16. Different conditions
Different terms and conditions are only applicable if this has been explicitly confirmed in advance and in writing by ECCT. If ECCT has agreed in writing to the application of different terms and conditions, the current terms and conditions remain valid for the rest, whether this is stated explicitly or not.
Article 17. Void and inactive stipulations.
If stipulations in any agreement cannot be applied for whatever reason, regulations are applied which approximate, as closely as possible, the inactive stipulations in question. The remaining stipulations stay completely in force.
Article 18. Information confidentiality
All data, documents and other information received from the customer will only be made use of for the customer and will not be made known and/or made available to third parties.
In this sense, “third parties” does NOT include:
Ministries, test institutes and other bodies, to whom ECCT must give the customer’s data, documents or other information so that they can carry out work at the request of ECCT for the customer.
Article 19. Currency
The amounts invoiced by ECCT to the customer are expressed in Euros unless ECCT has agreed with the customer upon the use of another currency.
Article 20. Prohibition on the sale and/or supply of ECCT products to third parties
The customer may not sell and/or supply and/or make available the products-including the software and information-obtained from ECCT to third parties.
If the customer acts in contravention to this article, the customer is liable to pay ECCT compensation in the amount of the price for which the customer sold and/or supplied and/or made available the products to the third parties, augmented with the costs which ECCT has by rights.
Article 21. Jurisdiction
Dutch law is applicable. The applicability of the Hague treaties with respect to international trade is explicitly excluded. The ‘s-Hertogenbosch county court judge has exclusive authority. Nevertheless, in the event of legal action being taken by ECCT, its case may be laid before a court at the customer’s location.
Eindhoven, January 2013.
ECCT B.V.
J.J.A. Geboers
Director
Note: This document is a translation of the original Dutch text. The original Dutch text is legally binding.