General terms and conditions for products, goods and services supplied by SCREENSUPPLY BV trading under the name QIOX.
Article 1: Terms
SCREENSUPPLY: SCREENSUPPLY bv located Noordparallelweg24, 5707AW Helmond, registered with the Chamber of Commerce under number:
Client: Any legal or natural person who has entered into or wishes to enter into an agreement with SCREENSUPPLY.
Article 2: General
The applicability of the following general terms and conditions applies to all offers, sales contracts and services provided by ScreenSupply.
In the event of the nullity of one or more provisions of these general terms and conditions of SCREENSUPPLY, the remaining provisions of these general terms and conditions shall remain in full force and effect. The parties will then consult on the null and void provisions in order to reach a substitute arrangement.
By entering into an agreement with SCREENSUPPLY, the Client explicitly waives any terms and conditions used by SCREENSUPPLY, however named, so that these terms and conditions of SCREENSUPPLY apply to all agreements.
Changes and deviations from these general terms and conditions are only effective if they have been agreed upon in writing between the parties.
Article 3: Offers and agreements
Unless explicitly stated otherwise in writing or agreed upon, all offers of SCREENSUPPLY are valid for 30 days after the offer date. If an offer or quotation contains a non-binding offer and this offer is accepted by the Client, SCREENSUPPLY has the right to revoke the offer within 2 working days after receipt of the acceptance at the latest.
An agreement is concluded in case of an offer made by SCREENSUPPLY as soon as SCREENSUPPLY has reached the acceptance of this offer by the Client and in case of an assignment given by the Client as soon as SCREENSUPPLY has confirmed this assignment in writing to the Client.
If in the acceptance following the sent offer changes and/or additions are reserved, then in deviation from what is stated in the previous paragraph of this article, the agreement will only come into effect if SCREENSUPPLY has notified the Client in writing to agree with these deviations and/or additions to the offer.
Verbal agreements only bind SCREENSUPPLY after these have been confirmed in writing by SCREENSUPPLY to the Client.
If and to the extent required for the proper execution of the agreement, SCREENSUPPLY has the right to have certain deliveries and/or services and/or activities performed by third parties. All this at the discretion of ScreenSupply.
Article 4: Obligations of SCREENSUPPLY and the Client
For the obligations of SCREENSUPPLY, the contents of the written order confirmation shall be binding and, in the absence thereof, the offer.
Client must ensure that:
all data necessary for the execution of the agreement are made available to SCREENSUPPLY on time and in the form desired by SCREENSUPPLY. Client shall ensure that these data are correct and complete and shall indemnify SCREENSUPPLY against the consequences resulting from the inaccuracy and/or incompleteness of these data;
the information carriers, files, software etc. provided by Client to SCREENSUPPLY are free of viruses and/or defects;
the equipment, software and the (results of the) services to be provided by SCREENSUPPLY are used and applied correctly within his organisation;
All data of Client are sufficiently secured;
SCREENSUPPLY has access at the agreed dates and times to the location where SCREENSUPPLY has to perform the agreed activities. This location must in any case comply with the relevant working conditions legislation and regulations and the other provisions agreed between parties;
if the work takes several days, there is a safe lockable area on the site for the temporary storage of materials, equipment, etc. SCREENSUPPLY needed for the execution of the work.
If Client does not meet or does not meet on time the obligations included in the previous paragraph of this article, or if Client does not meet his obligations in any other way, this may result in suspension of the execution of the agreement and any additional costs may be charged to Client.
Article 5: Delivery time
SCREENSUPPLY shall make every effort to deliver the goods, or to perform the services ordered, within the period indicated on the order confirmation. This period has been set to the best of our ability, but can never be considered as a deadline, unless the parties have explicitly agreed this in writing. If the delivery is exceeded
The delivery period shall commence after the conclusion of the agreement and after SCREENSUPPLY has received all information necessary for the execution of the order and/or payment of an agreed term of payment.
The delivery period shall be extended if Client makes interim changes to the order. The delivery time shall be extended for the duration of the delay caused by that change. The additional costs will be fully at the expense of the Client.
If the execution of an order takes place by delivery in parts, each delivery will be regarded as a separate transaction with all legal consequences. Each partial delivery shall be invoiced separately.
SCREENSUPPLY is entitled to suspend the fulfilment of its obligations if after the conclusion of the agreement circumstances come to its knowledge that cause it to fear that Client will not be able to fulfil its obligations.
Article 6: Force majeure
If the execution of the agreement is hindered by force majeure on the part of SCREENSUPPLY and/or its suppliers, SCREENSUPPLY's obligations shall be suspended. The delivery period shall reasonably be extended by the duration of the delay due to force majeure without SCREENSUPPLY being obliged to compensate any damage.
Force majeure within the meaning of this article is understood to mean all circumstances as a result of which, according to the rules of fairness and reasonableness, compliance or timely compliance with the agreement, or part thereof, cannot be required from SCREENSUPPLY. This includes the situation that arises because it is impossible for SCREENSUPPLY to obtain essential information from third parties for the fulfilment of the agreement, including war, threat of war, riots, revolutions, sabotage, natural disasters (storms, cyclones, earthquakes, agreement can not reasonably be required of SCREENSUPPLY, regardless of whether or not these circumstances were foreseeable.
SCREENSUPPLY also has the right to invoke force majeure if the circumstance preventing (further) compliance occurs after SCREENSUPPLY should have complied with its obligation.
Article 7: Prices
Unless otherwise indicated in the offer or order confirmation, the prices are valid ex the place of business of SCREENSUPPLY. All prices are exclusive of turnover tax and any other government levies.
The prices set by SCREENSUPPLY are based on the amount of wages, raw materials, materials and parts as well as all other costs including taxes and social security charges as applicable on the date of offer/order confirmation.
The prices stated by SCREENSUPPLY are always exclusive of VAT, import duties, excise duties, levies and duties unless explicitly stated otherwise.
SCREENSUPPLY is entitled to increase the prices if there is a change in the amount of the factors mentioned in paragraphs 2 and 3 of this article between the time of offer/confirmation of order and the time of delivery, of course with due observance of the legal requirements and after notification to the Customer. SCREENSUPPLY will inform the Client at least one month before the changes to the articles take effect.
All written offers made by QIOX are only binding for it if a written order from the other party has been received by QIOX within the period of validity of the offer. The validity period of an offer is 14 days unless otherwise indicated in the offer. If the other party does not provide the order in accordance with the offer but makes additions or changes to it, these additions or changes shall only be binding on QIOX if these additions or changes have been accepted in writing by Digibord-shop.
Price increases are permitted if as a result of statutory provisions. If a company implements a price increase, the seller or user of the terms and conditions must inform the client of this in good time. The customer is then entitled to terminate the agreement.
All prices and quotations are based on delivery ex company/warehouse of QIOX and/or a third party. The prices listed on the front page are exclusive of VAT. The prices are exclusive of VAT displayed on the products detail page and in the shopping basket.
Transmission of documentation, price lists and/or quotations outside the scope of a written offer does not oblige Digibord-shop to deliver or accept an order.
Article 8: Transfer of risk and retention of title
The risk of goods delivered or made available by SCREENSUPPLY shall pass to the Client at the moment of delivery. In this context, the moment of delivery shall be understood to mean: the moment that the goods to be delivered are actually at the disposal of the Client.
SCREENSUPPLY retains title to all delivered goods or goods to be delivered until the following claims have been nullified by payment by Client:
the claims concerning the consideration for those goods;
the claims regarding work performed or to be performed by SCREENSUPPLY for Client in execution of the agreements between the parties;
the claims on account of failure on the part of the Client to fulfill the said agreements.
Client is obliged to prove the goods at the first request of SCREENSUPPLY and in case of default of payment to return them to SCREENSUPPLY. For the goods taken back on the basis of this article, the Client shall be credited for the market value of these goods to be determined at the time of the
Client is not authorized to alienate or encumber the goods subject to the retention of title. However, the Principal is permitted to sell and transfer the said goods to third parties within the scope of the normal conduct of his business. This permission will lapse by operation of law at the time that the Client is in any way in default with respect to the claims to which the retention of title applies, obtains a provisional suspension of payments or is declared bankrupt. The Client may not under any circumstances allow the items subject to the retention of title to serve as security for the claims of third parties.
The Client is obliged to insure the goods referred to in paragraph 2 against the risks of fire, theft, storm and water damage in such a way that the relevant insurance policy includes the stipulation that the insurance also covers goods of (potential) interested third parties. The Client is not allowed to pledge any claims against his insurer by virtue of insurances as referred to in this paragraph, insofar as they relate to the goods referred to in paragraph 1, to third parties or to have them serve as security in the broadest sense of the word to third parties. Payments in respect of damage and loss of the goods referred to herein shall take the place of these goods.
Article 9: Dispatch
Shipment shall take place at the expense and risk of the Client, unless otherwise agreed in writing.
If it is not possible to perform the work or deliver the goods to the Client due to a cause within the sphere of the Client, SCREENSUPPLY reserves the right to store the goods and/or documents and/or materials purchased for the execution of the agreement at the expense and risk of the Client. After storage, a period of 1 month shall apply within which the Client must allow SCREENSUPPLY to perform the work or deliver the goods. All this, unless SCREENSUPPLY has explicitly set a different term in writing.
If Client remains in default after the term referred to in paragraph 2 of this article, Client is in default and SCREENSUPPLY has the right to terminate the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay damages, costs and interest, in whole or in part. SCREENSUPPLY is then entitled to sell the goods and/or materials to third parties.
The foregoing is without prejudice to the obligation of Client to pay the agreed or stipulated or owed price, as well as any storage and/or other costs.
Article 10: Payment
All invoices must be paid to SCREENSUPPLY without any deductions by the Client within 14 days after the invoice date, unless otherwise agreed upon. A payment is considered received by SCREENSUPPLY as soon as the amount due has been credited to one of its business bank accounts.
SCREENSUPPLY is entitled to demand advance payment of one or more installments if the scope of the order so requires. If the requested payment is not received within the term set by SCREENSUPPLY, SCREENSUPPLY has the right to suspend the execution of the agreement. SCREENSUPPLY will inform Client of this and will again request Client to fulfill his/her obligations within a term to be determined by SCREENSUPPLY. If payment is not made within that period, SCREENSUPPLY has the right to terminate the agreement without prejudice to its further rights, including the right to damages.
Any complaints by the Client do not suspend the payment obligations of the Client.
If an order is given by more than one Client, all Clients are jointly and severally liable for the fulfilment of the obligations as specified in this article, regardless of the name of the invoice or agreement.
In the event of non-payment or late payment, the Client will be in default by the mere expiry of the payment term without any summons or notice of default being required. From the moment the payment should have taken place, the Client shall owe SCREENSUPPLY an interest of 1.5% per month or part of a month on the outstanding amounts.
The extrajudicial costs related to the collection, including the costs of the person to whom SCREENSUPPLY has commissioned the collection (a.o. costs of the bailiff, collection agency, lawyer) are entirely for the account of the Client. The extrajudicial collection costs amount to at least 15% of the amount to be claimed with a minimum of € 200,00.
All agreements are entered into by QIOX under suspensive conditions that the other party can be considered sufficiently creditworthy at QIOX's discretion. In cases where QIOX does not require payment in advance, payment should be made no later than 14 days after the invoice date, by means of legal tender at the office of QIOX, or at a bank to be designated by QIOX. After expiry of 14 days after the invoice date, the other party is in default; the other party owes interest on the amount due and payable equal to the statutory interest.
In case of liquidation, bankruptcy or suspension of payment of the other party, the obligations of the other party shall be immediately due and payable. The payments made by the other party shall always be applied in the first place to settle all interest and costs owed, in the second place to due and payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice. Payment shall be made without discount or setoff unless otherwise indicated by QIOX.
Article 11: Complaints and complaints
Complaints about immediately noticeable defects, imperfections, errors, etc. regarding the delivered goods must be reported to SCREENSUPPLY within 2 working days after delivery followed by a written confirmation thereof.
Other complaints regarding the delivered goods must be reported by Client to SCREENSUPPLY immediately after discovery, also followed by a written confirmation thereof. All consequences of not immediately reporting are at the risk of Client. These complaints must in any case be reported to SCREENSUPPLY within the warranty period agreed upon for the relevant goods.
Complaints about the services provided by SCREENSUPPLY or work performed by Client should also be reported to SCREENSUPPLY immediately after discovery, but at the latest within 15 days after delivery of the services or work performed, followed by a written confirmation thereof. All consequences of not immediately reporting are at the risk of Client.
If the above mentioned complaints are not reported to SCREENSUPPLY within the periods mentioned in the previous paragraphs of this article, the goods are deemed to be in good condition and in accordance with the agreement to be delivered or free of defects or the services and / or work in accordance with the agreement to be delivered or performed.
SCREENSUPPLY must be enabled to investigate the complaints. This means in any case that Client, when reporting the complaints or complaints, all relevant facts for the assessment of those complaints or complaints and SCREENSUPPLY - if necessary - in the opportunity to assess the complaints or complaints on the spot. All related costs are for Client, unless the complaint turns out to be justified.
Article 12: Dissolution
If Client fails to fulfill one or more of his obligations, fails to meet them on time or fails to meet them properly, dies, is declared bankrupt or applies for a moratorium, goes into liquidation of his company, is placed under guardianship, all or part of his goods are seized or otherwise appears insolvent, SCREENSUPPLY has the right to unilaterally terminate the agreement on the not yet executed part by means of a written statement to Client without any judicial intervention being required and to recover the delivered unpaid goods, without prejudice to its right to full compensation. In all such cases, any claim against the Client shall become immediately due and payable at once.
Client undertakes to indemnify SCREENSUPPLY against any claims of third parties as a result of the dissolution of the agreement.
The other party shall waive all rights to dissolution of the agreement pursuant to article 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless cancellation pursuant to the article below has been agreed upon.
Cancellation by the other party shall be possible only with the consent of ScreenSupply. In that case the other party shall be obliged to Digibord-shop, in addition to payment of at least 25% of the purchase price (contract price), to take delivery of goods already ordered against payment of the cost price plus working and/or processing costs if applicable. The other party shall be liable vis-à-vis third parties for the consequences of the cancellation and shall indemnify ScreenSupply in this regard.
Article 13: Liability and guarantee
SCREENSUPPLY shall not be liable for any compensation other than under the provisions of this article, unless otherwise agreed upon at the conclusion of the agreement. Further claims for whatever reason or purport, including compensation for consequential damages, are excluded, except for liability under the statutory regulation regardingOnext to the provisions of paragraph 2 of this article, defects in the delivered goods, of which Client proves that they already existed upon delivery, solely as a direct result of the designed construction, defective workmanship or use of bad material, will be repaired or replaced by SCREENSUPPLY at its own expense. Client must notify SCREENSUPPLY of such defects in accordance with the provisions of article 11 of these general terms and conditions and also do everything possible to limit the damage as much as possible.
Client is obliged to enable SCREENSUPPLY to provide a warranty.
SCREENSUPPLY cannot be held liable for damage, howsoever called, caused by it or its subordinates and persons employed by it, unless there is intent and/or deliberate recklessness. This exclusion shall apply not only towards the Client and its employees but also towards third parties. Client shall indemnify SCREENSUPPLY against any claims by SCREENSUPPLY.
If damage is caused by any cause, each of the parties is obliged to take as much damage-reducing measures as possible.
SCREENSUPPLY depends for its services on the internet, internet browsers, new updates windows, android, linux and IOS software, service providers and telecommunication suppliers. SCREENSUPPLY has no influence on the operation of these systems, their availability or accessibility. SCREENSUPPLY is not liable for damages of Client resulting from this.
SCREENSUPPLY is not liable for the security of the data of the Client that are stored.
SCREENSUPPLY is not obliged to provide any guarantee in case Client does not, not properly or not timely fulfil any obligation which arises for him from the agreement concerned,
When using the materials necessary for the performance of the contract, Screensupply will base the characteristics of these materials on the information provided by the manufacturer or supplier of these materials.
To the extent that items supplied by Screensupply are covered by a warranty provided by the manufacturer or supplier, such warranty shall apply equally between the parties. SCREENSUPPLY shall inform the Client accordingly.
In case of defective hardware products, which defects occur within the agreed warranty period, the costs for sending the defective product to SCREENSUPPLY are for the account of Customer. The costs of returning the products to the Client shall be borne by ScreenSupply.
If errors, defects and malfunctions can be attributed to inexpert handling by the Client or its employees or third parties, SCREENSUPPLY's warranty obligation shall lapse. This shall also apply if the Client, its employees or third parties carry out repairs during the warranty period or use the products supplied for other than normal business purposes. The Customer offers SCREENSUPPLY the opportunity to carry out repairs and maintenance undisturbed and unhindered.
If SCREENSUPPLY provides new equipment, parts or services to fulfill its warranty obligation, all provisions of these terms and conditions shall apply to such equipment, parts or services. Replacement of parts or the performance of work does not affect the duration of the warranty.
Article 14: Restrictions and unlawful use
The Client is forbidden to place content on the systems managed by SCREENSUPPLY that can be considered as or perform actions that can be considered as:
illegal material. This includes in any case all content that infringes the intellectual property rights of third parties, commercial audio files or commercial visual material and/or content that violates the laws and regulations applicable in the Netherlands. This also includes pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc. as well as the encryption of the above. The term "warez etc." is entirely at the discretion of SCREENSUPPLY;
Sending unsolicited email and/or spam to large numbers of users, this at the discretion of SCREENSUPPLY;
using the connection of SCREENSUPPLY for punishable conduct;
the unauthorized intrusion of other computers on the Internet whereby Client breaches any security and/or obtains access by means of a technical intervention using false signals or a false key or by assuming a false capacity, hereinafter referred to as "hacking";
in violation of the so-called "Acceptable Use Policies" drawn up for Usenet and the internet in general.
SCREENSUPPLY has the right to monitor the content placed on the system and the generated data traffic by the Customer for what paragraph 1 of this article prohibits if SCREENSUPPLY reasonably sees reason to do so.
SCREENSUPPLY reserves the right to temporarily or permanently block servers or connections or other services provided by SCREENSUPPLY if SCREENSUPPLY decides that these are or have been used in violation of subsection 1 or are otherwise incorrect or unlawful without giving the Client a right to a refund of prepaid user fee and without prejudice to the right of SCREENSUPPLY to terminate the agreement with the Client without judicial intervention by means of a written statement to the Client. SCREENSUPPLY also reserves the right to recover any damage it has suffered in connection therewith from the Client. Furthermore, the Client indemnifies SCREENSUPPLY against any claims of third parties that may result from this.
SCREENSUPPLY is also entitled to temporarily block and/or limit access to SCREENSUPPLY's systems if Client otherwise fails to fulfil his obligations under the agreement towards SCREENSUPPLY, or fails to fulfil them properly or fully, or if Client otherwise acts in violation of the present terms and conditions.
Blocking or restricting access to SCREENSUPPLY's systems does not affect the payment obligation of the Client.
The blocking or restriction will only be lifted if the Client has fulfilled his obligations within a term set by SCREENSUPPLY or has ceased his actions in contravention of this article within a term set by SCREENSUPPLY.
SCREENSUPPLY reserves the right to modify the restriction on the use of data traffic and storage capacity at any time. Client shall be informed of this as soon as possible.
Article 15: Confidentiality
Each of the parties undertakes to keep confidential all information obtained from the other party in the context of the conclusion and execution of the agreement and of which he knows or could reasonably have known that such information will be treated confidentially. This shall apply unless a party is obliged to provide the Client's confidential information to a third party pursuant to legislation and/or regulations or a court ruling and this party cannot invoke a law or a court ruling.
Article 16: Disputes and applicable law
The agreements concluded with the Client are exclusively governed by Dutch law.
Any disputes arising from or related to the agreement(s) concluded between the parties and the execution thereof, will be subject to the judgment of the competent court in the district of Eindhoven, unless SCREENSUPPLY prefers another competent court at the residence or domicile of Client.
Software / software
For software offers and deliveries, in addition to the above general provisions, the following special terms and conditions also apply.
Article 17: Delivery and acceptance
The delivery of software/software is deemed to have been completed at the moment that the software/software is made available to Customer ready for use. After delivery, the software shall be deemed to have been accepted if no acceptance test takes place or - if it has taken place - the acceptance test has been carried out properly.
Immediately after SCREENSUPPLY has made software available to the Customer, the Customer shall, in consultation with SCREENSUPPLY, if desired, carry out an acceptance test. In the event that it has been agreed that SCREENSUPPLY will install and/or implement supplied software, Client shall, in consultation with SCREENSUPPLY, perform an acceptance test immediately after installation or implementation.
Acceptance of the delivered software/software may not be withheld on other grounds than those related to the specifications expressly agreed between the parties and furthermore not due to the existence of minor defects, i.e. errors that do not reasonably impede operational or productive commissioning of the software, without prejudice to SCREENSUPPLY's obligation to repair these errors under the guarantee scheme, if applicable.
Any errors in the delivered hardware must be reported in writing by the Client to SCREENSUPPLY within 8 days after delivery and - in case SCREENSUPPLY has taken care of the installation - within 8 days after installation.
Any errors in the delivered software/software must be reported in writing by the Customer to SCREENSUPPLY within 90 days after delivery and - in case SCREENSUPPLY has taken care of installation or implementation - within 90 days after installation or implementation. An error in the software / software only exists if it can be reproduced in front of SCREENSUPPLY and it is objectively demonstrated that the intended software / software does not meet the functional specifications stated in writing by SCREENSUPPLY and, in case of development of custom software / software, the explicitly agreed functional specifications.
If no error is reported by the Customer within the periods mentioned in subsections 4 and 5, the delivered hardware or software / software is considered to have been accepted by the Customer, without prejudice to the provisions of article 13 (Liability and warranty).
For software development work, the SCREENSUPPLY shall provide an estimate of the delivery date of the software/software on the basis of the data available to it at the time of acceptance of an order. If on the basis of these data and/or on the basis of any cause whatsoever the estimated delivery date will be exceeded, SCREENSUPPLY will inform Customer as soon as possible. SCREENSUPPLY will make every reasonable effort to meet stated delivery times or estimates for delivery dates but these can never be considered as firm dates. Failure to meet these deadlines shall not entitle the Client to rescind the contract in whole or in part or to claim damages, except in the event of intent and/or wilful recklessness on the part of ScreenSupply.
Article 18: Delivery Software and installation
Unless otherwise agreed upon, SCREENSUPPLY shall ensure delivery of the (custom) software/software mentioned in the agreement and Customer shall be responsible for installation on the equipment intended for that purpose or indicated in the agreement and for the implementation of the software/software.
Article 19: Intellectual property rights and granting of rights of use
The copyrights and all industrial and intellectual property rights to (re)developed and/or provided (custom) software/software by SCREENSUPPLY are vested, unless the parties have agreed otherwise and unless otherwise agreed, in SCREENSUPPLY or the supplier who has granted SCREENSUPPLY the right to make this software/software available to third parties. Client never obtains intellectual property rights on (custom) software developed and/or delivered by SCREENSUPPLY, including analyses, designs, computer advice and other goods delivered or made available by SCREENSUPPLY to Client.
SCREENSUPPLY guarantees that the software developed by SCREENSUPPLY does not violate any rights of third parties applicable in the Netherlands and the use thereof is not unlawful towards third parties. With regard to the software developed by SCREENSUPPLY, SCREENSUPPLY indemnifies Client against claims by third parties regarding (alleged) infringements of their rights. If, despite the foregoing, a third party indicates to the Client that it is claiming the intellectual property rights or that it has been allegedly infringed, the Client shall inform SCREENSUPPLY thereof as soon as possible. If it is irrevocably established in law that the software, equipment or materials developed by SCREENSUPPLY itself infringe any copyright or other intellectual or industrial property right belonging to a third party, or if in the opinion of SCREENSUPPLY there is a reasonable chance that such an infringement occurs, SCREENSUPPLY shall take back the delivered goods against crediting of the acquisition costs minus a reasonable user fee, or ensure that the Client can continue to use the delivered or functionally equivalent other software, equipment or materials undisturbed.
SCREENSUPPLY grants the Client the right to use the software or custom work developed by SCREENSUPPLY with the corresponding documentation. The user right only applies to the object codes of the relevant software or custom work. The right of use is non-exclusive, non-transferable and not sub-licensable.
The Client shall owe a license fee for the right of use of the software or custom work in question. The right of use for the said software or custom work shall commence at the time of implementation of the software on the said equipment, on the understanding that the right of use shall in no event commence on an earlier date than the date of receipt of the fees owed by the Customer to SCREENSUPPLY.
The right of use for the software or custom work developed and delivered by SCREENSUPPLY applies for an indefinite period of time, unless SCREENSUPPLY has agreed a periodic license fee with the Customer. In such a case, the right of use is only granted for those periods for which Client has paid the license fee.
The right of use for updates and releases of the software developed and already made available by SCREENSUPPLY (excluding custom work), is only granted by virtue of a separate agreement between the Client and SCREENSUPPLY, under the conditions as included in that agreement.
Unless expressly agreed otherwise in writing, the following shall also apply to the use of the (custom) software made available to the Customer:
Customer shall use the said software or customized software exclusively for its own benefit in the context of its normal business operations and shall not in any way provide, rent, loan or in any way give the software or copies thereof to third parties for inspection, or send the software via a network using information technology, or in any way give third parties the opportunity to violate the (usage) conditions stated in the agreement;
Customer shall use the software referred to exclusively in accordance with the purposes and instructions described in the documentation and the agreement;
The Client shall be entitled to use the software on other equipment, provided that SCREENSUPPLY has been notified immediately and only during the period of that failure;
unless otherwise stated in the agreement, the Client shall not be entitled to use the software (or have it used) by more than one user at the same time;
The Client is not entitled to decompile, disassemble or reverse engineer the (custom) software developed by SCREENSUPPLY, in whole or in part, insofar as this is not explicitly permitted under the European Software Protection Directive (91/250/EEC);
Customer is not entitled to write derivative (custom) software or other software on the (custom) software/software developed and/or provided by SCREENSUPPLY, or to develop or have developed, except to the extent this is permitted in advance by SCREENSUPPLY in writing;
Customer is not entitled to make the software accessible to persons involved in the development and/or sale of software or software other than that supplied or to be supplied by SCREENSUPPLY;
Customer shall not in any way make changes, adaptations or additions to the (custom) software or software (or have them made);
if by means of the (custom) software/software other applications can be generated, the Client acknowledges that the applications generated in this manner are incorporated in the (custom) software/software supplied by SCREENSUPPLY or part of the (custom) software/software supplied by SCREENSUPPLY. The copyright of the applications generated in this manner (excluding the incorporated (custom) software / software of SCREENSUPPLY) is vested in Client. The Client is obliged with respect to the by SCREENSUPPLY delivered - and in the applications generated by the Client - incorporated (custom) software / software the usual fees to SCREENSUPPLY to pay, unless expressly agreed otherwise in writing.
In case of violation of the provisions of paragraph 7, the Customer forfeits for SCREENSUPPLY, without prejudice to the other rights of SCREENSUPPLY, an immediately payable fine of € 10.000,00 (ten thousand) per violation, as well as a fine of 10% (ten percent) of the amount of the said fine for each day that the violation has lasted and / or continues; all this without prejudice to the obligation of SCREENSUPPLY to pay full compensation for the violation, in case the damage exceeds the aforementioned amounts. Any fines paid will then be deducted from the compensation due.
In order to protect its software, SCREENSUPPLY is free to take technical measures. In addition, Client shall grant SCREENSUPPLY access to the location(s) where the software is in use, so that SCREENSUPPLY can convince itself of the correct compliance with the provisions of this article.
If and to the extent that the software has been developed by SCREENSUPPLY, SCREENSUPPLY retains full and exclusive access to all knowledge, skills and abilities which have been the basis of this development. SCREENSUPPLY shall at all times be entitled to use the knowledge, skills and abilities referred to in the previous sentence for other assignments or projects without being liable to pay any compensation in whatever form to Client.
All intellectual (property) rights, including but not limited to copyrights and design rights, which can or will be exercised - anywhere and at any time - in respect of the Products including explicitly the Products designed on behalf of the Client and/or all other performances to be delivered by ScreenSupply BV for the benefit of the Client under the contract or related agreements, are vested in ScreenSupply.
Insofar as a further deed would be required for the transfer of such rights, the Client now irrevocably authorises ScreenSupply BV to draw up such deed and sign it on behalf of the Client, without prejudice to the Client's obligation to cooperate in the transfer of such rights at ScreenSupply BV's first request, without being able to impose any conditions.
The Client is not permitted to make changes to the Products, unless the nature of the Products delivered dictates otherwise or unless otherwise agreed in writing.
The designs, sketches, drawings, films, software and other materials or (electronic) files, possibly created by SCREENSUPPLY as part of the order, remain the property of SCREENSUPPLY, regardless of whether they have been made available to the Client or to third parties, unless agreed otherwise.
SCREENSUPPLY reserves the right to use any knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.
For each violation of these provisions, the Client owes SCREENSUPPLY a penalty of € 1.000,- per day. This fine may be claimed in addition to damages pursuant to the law.
Article 20: Development of custom and application software
If SCREENSUPPLY manufactures custom work or applications for the Client, SCREENSUPPLY will perform this work with care on the basis of the information to be provided by the Client. Client guarantees the accuracy and completeness of this information and indemnifies SCREENSUPPLY for the consequences resulting from the incorrect and/or incomplete nature of this information.
Unless otherwise indicated in the order confirmation or license agreement, the production of custom work or applications takes place in different phases, namely:
written inventory by the parties of the functionalities and properties of the customization c.q. the applications and - if necessary - the production by SCREENSUPPLY of the functional design c.q. elaboration of the functionalities of the customization;
production by or on behalf of SCREENSUPPLY of the customization c.q. the application in accordance with the written specifications c.q. functional design;
if and insofar as this has been agreed, the installation and implementation of the customization or application by ScreenSupply;
Each phase may, if desired, be concluded with an agreement by Client of the services performed up to that point or the customization or applications produced. SCREENSUPPLY is entitled to suspend the execution of the next phase(s) as long as the Client has not approved the preceding phase(s).
The documents that are the results of the inventory referred to in clause 2 under a and the functional design or the elaboration of the functionalities to be realized of the customization will be part of the agreement after approval by Client.
If the Client wishes a change or extension of the documents referred to in the previous paragraph or otherwise a change of the assignment, this will be regarded as additional work and the parties will record this change or extension in a new inventory or functional design, which will then form part of the agreement, while the original functional design will be deemed to have lapsed insofar as it has been changed.
With regard to customization, the provisions of article 19 (intellectual property rights and granting of rights of use) apply equally. Unless explicitly agreed upon otherwise in writing, the Client will not obtain access to the source codes and/or development documentation.
Article 21: Warranty software / software
Unless otherwise agreed in writing by the parties, only the following warranty obligations of
Software/software supplied by SCREENSUPPLY is subject to a warranty period of 90 days commencing on the date of delivery of the software/software to the Customer as referred to in article 17 of these general terms and conditions. SCREENSUPPLY's liability under this warranty is limited to taking the reasonably relevant measures to eliminate or limit the error and to detect and remedy to the best of its ability shortcomings with respect to the functional specifications agreed upon in writing, provided that the errors have been reported in writing by the Client to SCREENSUPPLY within the aforementioned period. Only serious deviations from the functional specifications, to be demonstrated by the Client, shall be considered as shortcomings (flaws). Recovery of data that may have been lost is never covered by the
The parties acknowledge that it cannot be guaranteed that (custom) software/software will work without interruption and/or minor defects, or that all defects found will (be able to) be or become
Insofar as software/software supplied by SCREENSUPPLY is provided with a warranty by the manufacturer or supplier of such software/sofware, such warranty shall apply equally between the parties. SCREENSUPPLY shall inform the Client about this.
If the Client, without prior written consent of SCREENSUPPLY, makes changes to the software/software supplied by SCREENSUPPLY, or has changes made by SCREENSUPPLY, any right to warranty expires. Furthermore, SCREENSUPPLY is then entitled to terminate the agreed maintenance without any obligation to refund maintenance fees or any right to compensation.
Article 22: Software from suppliers
If and in so far as SCREENSUPPLY makes software/software of third parties available to the Customer, the terms and conditions of those third parties shall apply with respect to that software, superseding the provisions of these terms and conditions. SCREENSUPPLY ensures that the terms and conditions of these third parties will also be made available to Client. The Client accepts the aforementioned terms and conditions of third parties. If and to the extent that the terms and conditions of third parties referred to in the relationship between Client and SCREENSUPPLY for whatever reason are deemed inapplicable or declared inapplicable, the provisions of these general terms and conditions shall apply.
SCREENSUPPLY will inform the Client as soon as possible if an amendment or addition to the agreed activities to be agreed between the parties will affect the time of completion of the activities.
If a fixed price has been agreed upon for the software development, SCREENSUPPLY shall inform the Client in advance if the change or addition to the activities to be agreed upon will result in the agreed price being exceeded.
Article 24: Prices and rates on delivery of software / software
If it has been agreed that SCREENSUPPLY will perform the maintenance and/or support described in article 25, Client shall owe a fee which will be determined in more detail.
If it has been agreed with the Customer that SCREENSUPPLY will involve a release of the software / software, SCREENSUPPLY is entitled, if the intended release is not provided as part of a maintenance agreement, to charge an additional user fee for this.
For all other development work to be performed by SCREENSUPPLY for the benefit of the Customer, including the development of (custom) - software / applications and the performance of installation and implementation work, Customer is liable to pay a fee based on subsequent calculation on the basis of the then usual hourly rates, unless expressly agreed otherwise in writing. The hourly rates apply to normal working days, which means: Monday through Friday (with the exception of generally recognised public holidays) and between 08:00 hours and 18:00 hours. SCREENSUPPLY shall charge a surcharge to be determined for work to be carried out outside these hours.
With regard to the rates and the cost estimates based thereon, the offer will state whether it includes secretarial costs, travelling hours, travel and accommodation expenses and other order-related costs. Insofar as these costs are not included or stated, they may be charged separately.
Maintenance and support
For maintenance and support, in addition to the above general provisions, the following special conditions also apply.
Article 25: Maintenance and support
Provisions regarding the execution of maintenance and support only apply if parties have agreed this in writing. The agreements for maintenance and/or support work shall initially apply for a period of three years and shall end by operation of law at the end of this period. At the end of this period, a new agreement may be concluded for a period of one year.
Unless expressly agreed otherwise, the maintenance and/or support shall relate exclusively to the software/software developed and delivered by SCREENSUPPLY from the latest update or release. If it has been agreed that SCREENSUPPLY performs maintenance work with respect to custom work or applications, the provisions of this article apply equally.
Within the framework of the maintenance and/or support activities and if agreed, SCREENSUPPLY shall be able to do so to the best of its ability:
inform the client about the availability of extensions and improvements of the software developed by SCREENSUPPLY in the form of updates and releases;
provide Client with new releases of the Software. Client shall install these new releases after receipt (by SCREENSUPPLY);
at the request of the Customer's contact person as mentioned in the Agreement, provide telephone support to the Customer in the use of the software/software;
try to detect and repair defects in the delivered software/software discovered by the Client and acknowledged by SCREENSUPPLY in a subsequent update;
notify the Customer of the issue of releases in order to enable the Customer to increase the functionality of the software/software by purchasing those releases
Maintenance does not include activities other than those described in paragraph 3 and, in particular, activities as a result of:
incorrect functioning of the software as a result of imperfections in equipment or (system) software on which or in connection with which the said software is used;
malfunctioning of the software if it is used in conjunction with software not supplied or recommended by SCREENSUPPLY;
use of the software contrary to the corresponding documentation or instructions of SCREENSUPPLY;
the incorrect functioning of the software as a result of careless management by Client;
If desired, SCREENSUPPLY may (after agreement to be reached at that time) perform other maintenance activities such as the activities referred to in paragraph 3 of this article on the basis of subsequent calculation, on the basis of the rates applicable at that time.
If the Customer does not enter into an agreement for maintenance and/or support at the same time as entering into the agreement to make the software/software available, SCREENSUPPLY cannot be held by the Customer to enter into such an agreement at a later time.
Parties may agree on a response time after notification of failure within the normal working hours of SCREENSUPPLY. Within this time SCREENSUPPLY shall commence the execution of the agreed (maintenance) activities. Outside these times SCREENSUPPLY will endeavour to respond as quickly as possible but cannot guarantee a response time.
The activities as included in the service agreement with respect to the equipment, will only be performed in the Netherlands and consist of preventive and corrective maintenance.
Preventive maintenance consists of periodic cleaning, checking and adjustment of the described equipment, possible lubrication of mechanical parts, adjustment and testing and making any changes deemed necessary by ScreenSupply.
Corrective maintenance consists of repairing the described equipment, if it does not function or if it deteriorates as a result of normal wear and tear.
ScreenSupply is entitled to combine preventive maintenance with corrective maintenance.
A service report will be provided to the other party after each maintenance. The contents of that report shall be binding, unless the other party has protested in writing by registered letter within eight days of the date of the report.
The maintenance work shall be carried out within the working hours applicable to ScreenSupply, i.e. from Monday to Friday from 8.30 a.m. to 5 p.m. inclusive, with the exception of public holidays and mandatory days off.
If, for reasons attributable to the other party, ScreenSupply's employee is unable to commence the work at the agreed time, or is unable to carry it out on a continuous basis, the other party shall be charged for the additional costs resulting from this, including any overrun/waiting times.
Article 26: Assembly
If ScreenSupply and the other party have agreed on the assembly, installation or commissioning of the goods to be delivered, or have entered into a separate agreement in this respect, the other party must ensure that the necessary arrangements are made in good time and at its expense, and that all necessary safety and other provisions are made to enable QIOX to assemble, install or commission the goods to be delivered in such a way that the work can be carried out in good time and that the execution thereof is not delayed. The other party will also make all facilities, such as workshop facilities and auxiliary materials, power supply, heating, storage space and the like available to QIOX during the execution of the aforementioned activities.
The other party shall take all measures to prevent damage to other equipment, goods and manufacturing processes and injury to persons that could occur as a result of the activities to be performed by ScreenSupply.
The other party shall take care of any necessary hoisting and towing work, chopping, masonry, carpentry, painting and plastering work. If the other party does not take care of such work itself, ScreenSupply shall invoice such work separately.
Any delay in commencing or continuing the work due to insufficient or untimely provisions on the part of the other party or due to other causes that are reasonably at the risk of the other party shall be for the other party's account. C. goods relating to the sale.
Article 27: Delivery
The scope of delivery shall be determined solely by the description given in the order acceptance issued by ScreenSupply with due observance of clause 1.7. Delivery shall be made ex QIOX's company/warehouse or from a warehouse designated by ScreenSupply. From the moment that the goods, ready for delivery, have been placed there, they stand and travel at the risk of the other party, insofar as they are not covered by any insurance taken out by QIOX, unless there is intent and/or gross negligence on the part of QIOX. QIOX reserves the right to have the ready goods stored at the expense and risk of the other party.
The other party must examine the purchased goods or have them examined upon delivery or as soon as possible thereafter. In doing so, the other party should check whether the delivered goods are in accordance with the agreement, i.e.: whether the correct goods have been delivered; whether the delivered goods are in accordance with the agreed quantity (e.g. number and quantity); whether the delivered goods meet the agreed quality requirements or, if these are lacking, the requirements that may be set for a normal use and/or commercial purpose. Visible defects or shortages must be reported to ScreenSupply by the other party in writing within 14 days of delivery. Even if the opposing party makes a timely complaint, his obligation to pay and take delivery of the order remains in force. Goods can only be returned to ScreenSupply after prior written consent.
The Distance Selling Act states that, unless otherwise agreed, the maximum delivery time is 30 days. If the delivery time is not feasible, ScreennSupply is responsible for informing the customer of this in good time and offering the opportunity to cancel the contract or agree on a new delivery time. On this webshop portal delivery times deviate from a minimum of 4 to 6 weeks because QIOX delivers custom made furniture.