I.C.M. Technology: The person who uses these general terms and conditions regarding any legal relationship with the Customer, hereinafter referred to as 'Supplier'.
Customer: The company with whom the Supplier concludes or wishes to conclude a distance contract, to whom the Supplier makes an offer or to whom the goods are delivered by the Supplier.
Distance contract: An agreement whereby exclusive or joint use is made of one or more techniques for distance communication for the sale of a product, service, or digital content up to and including the conclusion of the agreement, such as but not limited to an order from an online shop.
Continuing performance contract: A distance contract for the purchase of a series of products, services or digital content, the delivery and/or purchase obligations of which are spread over time.
Article 2 Our Identity
ICM Technology B.V., trading under the names Mifi-hotspot.nl, 4GLTE-antennes.nl and ICMT-antennes.nl. Address: Halderbergselaan 7a, 4741 AA Hoeven, Noord-Brabant, Nederland Phone number: 0165-506443 E-mail address: firstname.lastname@example.org KvK-nummer: 20091288 VAT identification number: NL80.73.907.44.B01 Bank account (IBAN en BIC): NL04INGB0677005628
Article 3 General provisions
These general terms and conditions apply to all requests, offers, quotations, orders, order confirmations, (legal) acts, transactions and agreements concluded and to be concluded – regarding the delivery of goods and services to be provided – between the Customer and the Supplier.
Deviations from these general terms and conditions are only legally valid if agreed in writing.
Explicitly excluded are any conditions of sale or other conditions stipulated by the Customer.
If any provision of these General Terms and Conditions is null and void or annulled, the other provisions of these General Terms and Conditions shall remain in full force.
The Supplier may always state additional requirements concerning communication between the Parties or performance of legal acts by e-mail.
The Customer acknowledges that all intellectual property rights of the information displayed, the communications or other expressions of the Supplier with regard to the products, services and/or the websites of the Supplier belong to the Supplier, its suppliers or the other entitled parties.
If one or more of these provisions in these general terms and conditions are invalid, contrary to law or unenforceable, the validity of the remaining provisions shall not be affected.
These general terms and conditions are available in Dutch and in English. In case of divergence of interpretation or inconsistency the Dutch text of the general terms and conditions shall prevail.
Article 4 Quotation and conclusion of the agreement
All quotations from the Supplier shall be free of engagement for both parties and are valid for a maximum of fourteen (14) calendar days, unless explicitly stated otherwise in writing.
Quotations and offers do not automatically apply to future and/or follow-up orders.
The Customer cannot hold the Supplier to a quotation if the Customer knows or should reasonably understand that the quotation issued by the Supplier contains an obvious (qualitative or quantitative) error or misspelling.
A compound quotation or offer does not commit the Supplier to deliver part of the assignment comprised in the quotation or offer for a corresponding part of the specified price.
Changes and reservations in the acceptance of the quotation are not binding on the Supplier except when the explicit consent of the Supplier is provided.
Article 5 Delivery
All delivery and other periods stated or agreed by the Supplier have, to the best of its knowledge, been determined based on data known to the Supplier when it entered into the Agreement. The Supplier shall exert its best efforts to ensure that execution of the orders and services purchased is carried out as soon as possible, although the delivery periods are indicative and shall not apply as strict deadlines. Mere exceedance of the stated or agreed delivery period will not be sufficient to constitute a default on the part of the Supplier. Exceedance of the delivery period does not entitle the Customer to compensation or termination of the agreement on any grounds.
In all cases, therefore also if the parties have in writing and explicitly agreed an ultimate deadline, the Supplier will not be in default until the Customer has given it written notice of default, including in the event of an agreed strict deadline.
The Supplier shall not be bound by any (delivery) deadlines which, due to circumstances beyond its control, that have occurred after the contract has been entered. Article 11 also applies to the delivery (terms).
The method by which the goods are packed is determined by the supplier.
Return shipments without prior permission in writing from the Supplier are not allowed.
Article 6 Price and Payment
All prices specified by the Supplier are stated in euros, both including and excluding the currently applicable VAT, but excluding transport costs and other levies and governmental charges, unless stated otherwise explicitly.
The payment term is fourteen (14) days starting from the invoice date, unless otherwise agreed in writing. After expiry of this term of payment, the Customer shall be in default by law. From the moment of default, the statutory commercial interest is payable on the amount due.
Unless explicitly agreed otherwise, the Supplier reserves the right to charge the price, which shall apply on the day of delivery of the ordered products or services rendered.
If the Customer does not pay the invoices within the time period stipulated, the Customer shall owe legal interest on the outstanding amount, without any written demand or notice of default being necessary. If the Customer still fails to fulfil its payment after a demand or notice of default, the Supplier may hand over the claim, in which case the Customer is obliged to pay all judicial and extrajudicial costs, including costs calculated by external experts in addition to the costs determined in court. These extrajudicial collection charges will be calculated in accordance with Article 6:96 paragraph 5 BW of the Dutch Civil Code, applicable Decree on the reimbursement of extrajudicial costs, with a minimum of € 350, - per claim.
If payment of an invoice is overdue, the Supplier may suspend its delivery of supplies as well as its services, without any written demand or notice of default being necessary, also for orders other than those to which the unfulfilled invoice or invoices refer. The Supplier does not accept liability for damages resulting from such suspension.
In case of reasonable doubt regarding the Customers payment capacity, the Supplier shall be entitled to postpone the delivery of the ordered products and services, until the Customer has provided security for the payment. The Customer is liable for all damage suffered and to be suffered by the Supplier in such case.
The Customer does not have a right to postpone or settle the amount due.
Article 7 Complaint
The Customer has the obligation to inspect the ordered products immediately after receipt. This obligation for the Customer shall also apply to the services provided by the Supplier.
Complaints concerning the delivered products and/or services on reasonable grounds and made in writing within ten (10) days of receipt shall be submitted by the supplier failing which any claim made thereunder shall lapse.
If the complaint is not submitted within this time period, the Supplier shall be liable.
Article 8 Dissolution
In addition to the statutory provisions regarding dissolution, the Supplier may immediately terminate the agreement with the Supplier at any time and without further notice of default or judicial intervention and without liability for damages to the Customer if the Customer due debts, if the Customer is declared bankrupt, if a suspension of payments is requested for the Customer, if the Customer ceases its business and/or if the assets of the Customer are seized or if the Customer otherwise loses the right of disposal of (part of) its assets.
If the Customer fails to fulfill one or more of its obligations, not timely or not completely, the Supplier has the right, without further notification of default and without judicial intervention, and without being held to the obligation to pay any compensation, to suspend all or part of the agreement or to dissolve the agreement in whole or in part, without prejudice to the Supplier’s right to compensation.
Article 9 Retention of Title
As long as the Customer has not fulfilled its payment obligations to the Supplier, under the agreement, related agreements, subsequent agreements, or preceding agreements, the Supplier retains the right of ownership of the delivered products. The right of ownership of all delivered products shall be transferred to the Customer as soon as the Customer has fulfilled all its obligations towards the Supplier.
The Customer shall at all times cooperate in the exercise of the Supplier’s reservation of ownership, including grating of access to the Customer’s establishments(s), building(s), or locations(s), in order for repossession of the products delivered by the Supplier.
Article 10 Risk
Risk of loss, theft or damage to property, products, software, or data that are subject of the agreement, pass to the Customer from the moment upon the actual retainment of possession has been transferred to the Customer or an assistant of the Customer.
Article 11 Warranty
The Supplier shall comply with its legal obligation in conjunction with the conformity of products and/or services supplied. The products purchased by the Customer from the Supplier shall, where appropriate, be covered by a manufacturer’s warranty. If the manufacturer’s warranty is invoked, the Customer shall turn to the respective manufacturer.
The Supplier shall not be liable for defects of abnormal use or other incidents or factors attributable to the Customer and at its behalf and risk.
Article 12 Liability and indemnification
Any liability of the Supplier to the Customer, for any reason whatsoever, shall be limited to twice the amount (excluding VAT) charged by the Supplier to the Customer in the six (6) months prior to the occurrence of the liability. If the agreement is mainly a long-standing agreement for more than one year (12 months), then the Supplier is not liable for more than the agreed-upon amounts for 12 months (excluding VAT), up to a maximum of € 10.000, -
Any liability for indirect damages is explicitly excluded, including consequential loss, damage of delay, lost profits, missed savings, third party fines, loss of data, damage from hacked applications or (computer)systems, and loss from the suspension of business operations and any losses due to business interruption.
Payments based on warranty obligations are also subject to the limitation of paragraph 1 of this article.
The Customer shall indemnify the supplier against any claim and other third-party claims and the resulting damage as a result of a default by the Customer of its agreement or any other actions or omissions of the Customer, without prejudice to the provisions of the previous paragraphs.
The liability of the Supplier for imputable shortcoming to fulfill an agreement shall in all cases arise only if the Customer immediately and properly notice of default in writing, whereby a reasonable term is set for the discharge of the deficiency and the Supplier continues imputably in the fulfillment of its obligations on an accountable basis after that time. The notice of default must contain a complete description of the failure as detailed as possible, so the Supplier is able to respond adequately.
The Supplier shall be entitled to accept liability limitations of the third parties engaged by the Supplier in the context of the agreement on behalf of the Customer.
The Customer shall immediately, but within fourteen (14) calendar days after the claim has arisen or after the Customer should reasonably have been aware of (the occurrence of) the claim, to notify the Supplier in writing of the damage, failing which any right to compensation expires.
The Supplier’s liability for damages due to intention or deliberate recklessness of the Supplier or its supervisor subordinates is not excluded.
Article 13 Force Majeure
In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure of the Supplier to fulfill any obligation to the Customer cannot be attributed to the Supplier in the event of any circumstance independent of the Supplier’s will, thereby fulfilling its obligations to the Customer, in whole or in part prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of the Supplier.
Force majeure shall be taken to mean at least: telecommunications disruptions in electronic messaging/internet connection disruptions, unexpected loss of third parties, malfunction, technical defects, lack of raw materials, transport problems, strike, the consequences of natural violence, seasonal influences, exclusion, measures arising from mobilization, acts of war, nuclear reactions etc. even if these disruptions arise from third parties involved in the implementation of the agreement by the Supplier, also if these disruptions are a result of the measures taken by third parties.
If a situation of force majeure has lasted for more than sixty (60) days, the parties shall be entitled to terminate the Agreement by rescinding it in writing. Performances already delivered under the Agreement will, in that case, be settled proportionately.
Article 14 Confidentiality and personal data
Each party shall remain secret the information it receives (in any form whatsoever) from the other party and any other information relating to the other party which it is or ought to be aware confidential, or information from which it can expect that the dissemination thereof will keep the other party harmed and take the necessary measures to ensure that its personnel will not disclose the mentioned information.
The obligation of confidentially referred to in paragraph 1 shall not apply to information:
Which was already public at the time the recipient received this information or subsequently became public without a breach by the receiving party of its duty of confidentiality.
Which the receiving party can prove that it was already in its possession at the time of supply by the other party.
Which the receiving party has received from a third party by which the third party was entitled to provide this information to the receiving party;
Which the receiving party discloses on the basis of a legal obligation.
Which the recipient has developed without the use of the confidential information
The obligation of confidentiality described in this article shall remain in force for a period of five (5) years after the end of the legal relationship.
If the Supplier processes personal data of the Customer when delivering the ordered products, the processing shall take place in a proper and careful manner in accordance with the legal obligations of the General Regulation Data Protection.
Article 15 Continuing performance agreement
If an agreement has been entered into for an indefinite duration and if this agreement concerns a continuing performance agreement, it may be terminated provided in writing that a notice period of at least one (1) month is observed for the Supplier and a notice period of at least three (3) months for the Customer.
If an agreement has been entered into for a fixed period of time and this concerns a continuing performance agreement, then notice to terminate is possible provided in writing that a notice period of at least one (1) month is observed for the Supplier and a notice period of at least three (3) months for the customer.
A fixed-term agreement for a fixed period of time cannot be tacitly extended or renewed for a fixed term.
Article 16 Amendment
The Supplier shall have the right to make amendments to these terms and conditions without prior notice.
Article 17 Applicable law and dispute resolution
The legal relationship between the Supplier and the Customer shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is excluded.
Disputes will be submitted to the court of the domicile of the Supplier. However, the Supplier shall have the right to refer the matter to the Judge of the domicile of the Customer.