General terms and conditions and delivery terms
In these general terms and conditions and delivery terms, the following words have the meaning stated, unless the context indicates otherwise:
- General Terms and Conditions means these General Terms and Conditions.
- Day means calendar day.
- Tabletpro means the company Tabletpro B.V., located at Platinastraat 8F, in Schoonhoven, The Netherlands and registered in the Trade Register of the Chamber of Commerce under number 70742804.
- Customer means any legal person or natural person, acting in the exercise of his profession or business, who enters into or wants to enter into an agreement with Tabletpro.
- Website means one of the websites of Tabletpro, being www.tabletpro.nl - www.tabletpro.eu - www.tabletpro.de - www. tabletpro.fr
- These general terms and conditions apply to all offers, quotations, agreements and all ensuing obligations with the customer made by Tabletpro. Insofar as the customer (also) orders other products or services to which special general terms and conditions apply, these are also declared applicable to the agreement between the customer and Tabletpro.
- If the customer declares his own general terms and conditions applicable to an agreement with Tabletpro or refers to them, those general terms and conditions will not be accepted by Tabletpro and the general terms and conditions of Tabletpro will prevail, unless expressly agreed otherwise at an earlier stage.
- The general terms and conditions have been communicated to the customer in advance and can always be consulted via the website. The general terms and conditions will be sent free of charge upon request.
- Everything that is stipulated in these general terms and conditions and in any further agreements for the benefit of Tabletpro, is also stipulated for the benefit of third parties engaged by Tabletpro.
- These general terms and conditions do not apply to offers to and agreements with natural persons who do not act in the exercise of a profession or business.
- All offers/quotations of Tabletpro are without obligation and can always be revoked by Tabletpro, even if they contain a term for acceptance. Offers/quotations can also be revoked in writing by Tabletpro within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.
- Offers/quotations can only be accepted in writing (including acceptance by electronic means). Tabletpro is nevertheless entitled to accept a verbal acceptance as if it had been made in writing. If the customer places an order on the Tabletpro website, this order is final the moment the customer presses the order button or receives an order confirmation by email. The moment the customer receives a confirmation from Tabletpro by email, a binding agreement is concluded between the parties.
- Information included in advertising material in the broadest sense of the word, such as catalogues, price lists, folders, websites of third parties, etc. is never binding for Tabletpro.
- Unless expressly agreed otherwise in writing, statements of measures, weights and other data are estimates that are as reliable as possible.
- All prices charged by Tabletpro are based on the price-determining factors known at the time of the offer/quotation.
- Unless expressly agreed otherwise in writing, the prices indicated by Tabletpro are always exclusive of VAT and exclusive of shipping costs.
- Tabletpro is entitled to adjust the prices or parts thereof for goods or services that have not yet been delivered and/or not paid for to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
- Tabletpro is always authorized to adjust the prices without delay if a legal price-determining factor gives cause to do so.
- Tabletpro is at all times entitled to demand security from the customer for the correct and timely fulfillment of its payment obligations.
- If the delivery takes place in parts, each part can be invoiced separately by Tabletpro, unless otherwise agreed in writing with the customer.
- In the event of payment default, Tabletpro is entitled to suspend or dissolve the execution of the agreement and all related agreements.
- All payments must be made to a bank account number in the Netherlands to be designated by Tabletpro.
- Payments made by the customer always serve to settle all interest and costs owed and subsequently due and payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
- The customer waives any right to settlement of mutually owed amounts. Settlement by the customer is not allowed.
- Making payments from the customer to Tabletpro electronically, including via the internet and by means of credit cards, is at the risk of the customer. Tabletpro is not liable for damage of the customer related to or resulting from payments electronically, via the internet or by means of credit cards. The provision of credit card information by the customer to Tabletpro via the internet or otherwise is at the customer's own risk.
- Tabletpro reserves the right to use a deposit of 50 to 100% for newly registered companies.
Accounts and registration
- The customer can create an account or otherwise register on the website. Tabletpro reserves the right to refuse an application for such registration or to cancel the registration, for example after discovering irregularities.
- The login details are strictly personal and may not be made available to third parties. The customer is responsible for the use of his login details, even if this is done without his knowledge.
- The customer will immediately warn Tabletpro if he suspects that his login details are known to a third party or that irregularities otherwise occur.
- The customer is not allowed to request or manage more than one account. The customer is further not allowed to (again) request or manage an account after Tabletpro has refused the customer's application for an account or has canceled an account of the customer after registration.
- The place of delivery is in all cases - unless otherwise agreed in writing - the actual place of business or the place of business specified by the customer when ordering, or the customer's branch with which the contract was concluded.
- The statement of delivery times in offers/quotations, confirmations and/or contracts is made to the best of our knowledge and will be observed as much as possible, but they can never be regarded as strict deadlines.
- The customer undertakes to enable Tabletpro to carry out the delivery.
- The customer guarantees at its own expense and risk that: a. Tabletpro is provided with the cooperation necessary for the performance of the performance; b. the ordered goods or services are purchased; and c. the delivery can take place under normal working conditions, during normal working hours from 8 a.m. to 6 p.m.
- If the ordered goods or services have been offered to the customer for delivery, but delivery has not been possible due to the fact that the customer has failed to fulfill one of the obligations referred to in paragraphs 3 and 4 above, acceptance will be deemed to have been refused. From this moment, the customer is legally in default without further notice of default being required by Tabletpro. The day on which the refusal of purchase is deemed to be the delivery date of the ordered goods or services. The goods are also from this moment at the risk of the customer, in accordance with the article 'Risk transfer' in these general terms and conditions.
- Without prejudice to the payment obligation, in the case referred to in paragraph 5, the customer is obliged to compensate Tabletpro for damage suffered as a result of the refusal, including incurring costs for storage and transport, the latter costs being related to the usual local prices.
- The customer can dissolve an agreement with regard to the purchase of a good during a reflection period of 14 days without stating reasons. The period starts on the day after the customer, or a third party designated by the customer in advance, who is not the carrier, has received the item, or: a. if the customer has ordered several items in the same order: the day on which the customer, or a third party designated by him, has received the last product. Tabletpro may, provided it has clearly informed the customer about this prior to the ordering process, refuse an order for several items with different delivery times; or b. if the delivery of a good consists of several shipments or parts: the day on which the customer, or a third party designated by him, has received the last shipment or the last part.
- During the reflection period, the customer will handle the item and the packaging with care. He will only unpack or use the item to the extent necessary to determine the nature, characteristics and functioning of the item. The basic principle here is that the customer may only handle and inspect the item as he would be allowed to do in a store.
- The customer is liable for depreciation of the item that is the result of a way of handling the item that goes beyond what is permitted in paragraph 2.
- If the customer wants to return an item, he will report this unambiguously to Tabletpro within the cooling-off period.
- As soon as possible, but within 14 days from the day following the notification referred to in paragraph 4, the customer returns the item, or hands it over to (an authorized representative of) Tabletpro. This is not necessary if Tabletpro has offered to collect the case itself. The customer has in any case observed the return period if he returns the item before the reflection period has expired.
- The customer returns the item with all accessories supplied, if reasonably possible in its original condition and packaging, and in accordance with the instructions provided by Tabletpro.
- The risk and burden of proof for the correct and timely return lies with the customer.
- The customer bears the direct costs of returning the item.
- Excluded from the right of return are: tailor-made / custom-made or modified articles.
Irrespective of what has been agreed between Tabletpro and the customer regarding the costs of transport and insurance, the goods remain at the risk of Tabletpro until the time that they have passed into the actual power of disposal of the customer or of the third party engaged by the customer. by signing waybills, sign-off lists and/or packing lists or by actual delivery.
Reservation of ownership
- The ownership of the goods delivered by Tabletpro to the customer only transfers to the customer when the latter has fulfilled everything that Tabletpro may have or receive under all agreements with the customer and services or work performed in that context.
- Notwithstanding the provisions of paragraph 1, the customer is authorized to use the items he has received from Tabletpro in the context of his normal business operations.
- The customer is never authorized in any way to encumber, pledge, transfer as security and/or to loan and/or hand over goods delivered subject to retention of title. Nor is the customer entitled to make any changes to the item.
- If the customer is in default with the fulfillment of his obligations, Tabletpro is entitled to retrieve the goods belonging to it from the place where they are located at the expense of the customer.
- Upon or immediately after delivery, the customer must examine whether the delivered goods or the services provided comply with the agreement.
- The customer cannot rely on goods delivered or services provided that do not comply with the agreement, if he fails to do this investigation or has not notified Tabletpro in writing of the defects within the term stated below.
- Visible defects must be reported to Tabletpro in writing within five working days after delivery or after the relevant services have been performed.
- Hidden defects must be reported in writing immediately after the customer has discovered them, but no later than two months after delivery of the goods or the provision of a service.
- Complained goods may only be returned to Tabletpro with the express prior consent of Tabletpro. Return shipments must be provided with the original packaging. Returns must in all cases be made according to Tabletpro's instructions. Tabletpro reserves the right to require that the said items be sent to an address specified by it.
- In the event of complaints that are justified and duly submitted in the opinion of Tabletpro, Tabletpro is obliged, at its discretion, taking into account the interests of the customer and the nature of the complaint, either to replace/exchange the goods delivered or services rendered. or granting a price discount.
- The right of complaint lapses if the delivered item is no longer in the same condition as it was delivered.
- Complaints about invoices must be submitted in writing within five working days of the date of dispatch of the invoice.
- If one of the parties fails to fulfill one or more of its obligation(s) under the agreement, the other party will give it notice of default, unless fulfillment of the relevant obligation(s) is already permanently impossible, in which case the defaulting party is immediately in default. The notice of default will be given in writing, whereby the negligent party will be given a reasonable period of time to still fulfill its obligations. This term has the character of a strict deadline. Tabletpro's liability towards the customer for direct damage in the event of non-performance, late performance or improper performance is limited to the net invoice value of the relevant goods or services.
- The limitation referred to in paragraph 1 also applies if Tabletpro is held liable by the customer on grounds other than the agreement concluded between them.
- Direct damage is exclusively understood to mean: a. reasonable costs that a party would have to incur to have a performance of the other party comply with the agreement. However, this damage will not be compensated if that other party has dissolved the agreement; b. reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage within the meaning of the general terms and conditions; and/or c. reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have led to limitation of direct damage within the meaning of these terms and conditions.
- Tabletpro is never liable for indirect damage, including consequential damage, lost profit, lost savings, damage due to business interruption and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
- The limitation of liability does not apply in the event of intent or gross negligence on the part of Tabletpro's directors and executives.
- Tabletpro is never liable with regard to the materials made available by the customer to Tabletpro in connection with the agreement. The customer undertakes to take out adequate insurance for these materials.
- Notwithstanding the above, Tabletpro is not liable if the damage is due to intent and/or gross negligence and/or culpable acts or injudicious or improper use of the delivered goods by the customer.
- When purchasing a software product, the customer obtains a user license in accordance with the manufacturer's license terms.
- By using the software for the first time, the customer automatically agrees to the relevant license conditions. The intellectual property of the product remains with the licensor. All rights to the product designations, brands, logos, etc. mentioned and used by Tabletpro, belong to the respective holders of these rights. When using the products, the customer must respect all rights of third parties.
- Installing new software as well as changing already installed software carries the risk of data loss. The customer must take measures to prevent data loss. Tabletpro is not liable for damage as a result of the installation of new software.
- The customer indemnifies Tabletpro to the extent permitted by law, with regard to liability towards one or more third parties, which arose from and/or is related to the implementation of the agreement, regardless of whether the damage suffered by Tabletpro or its auxiliary person(s) (and), auxiliary goods or (delivered) goods or services is caused or inflicted. In addition, the customer indemnifies Tabletpro, to the extent permitted by law, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
- The customer shall ensure adequate insurance with regard to the risks referred to above.
- The customer is always obliged to make every effort to limit the damage.
Force majeure and unforeseen circumstances
- If fulfillment on the part of Tabletpro or purchase on the part of the customer is delayed for more than one month due to force majeure, each of the parties - subject to the exclusion of further rights - is authorized to dissolve the agreement in accordance with the law. What has already been paid or performed pursuant to the agreement will then be settled pro rata between the parties.
- Force majeure on the part of Tabletpro is in any case understood to mean: a. the circumstance that Tabletpro does not receive a performance (including a performance from the customer) that is important in connection with the performance to be delivered by it, or does not receive it on time or properly. ; b. strikes; c. traffic disruptions; d. government measures that prevent Tabletpro from fulfilling its obligations in a timely or proper manner; e. riots, riot, war; f. extreme weather conditions; g. fire; and/or h. import, export and/or transit bans.
- In the event of unforeseen circumstances that are of such a nature that the customer cannot reasonably and fairly expect compliance from Tabletpro, the court may dissolve the agreement in whole or in part at the request of one of the parties.
Right of retention
Tabletpro is authorized to keep all items that Tabletpro of the customer has in its possession until the customer has fulfilled all its obligations towards Tabletpro, with which the relevant items have a direct or sufficient connection. If matters that fall under this right fall out of the control of Tabletpro, then Tabletpro is entitled to claim these matters, as if they were the owner themselves.
- In the cases described below and insofar as granted below, each of the parties has the right to terminate the agreement, in whole or in part, without further notice of default and judicial intervention, with immediate effect: a. the other party has been declared bankrupt; b. when the other party's company is voluntarily or involuntarily liquidated; c. when the other party's company merges or is taken over; d. when a substantial part of the assets of the other party is seized; and/or e. when other circumstances arise in which continuation of the agreement cannot reasonably be required.
- Each of the parties is only entitled to dissolve the agreement if the other party - after a proper and as detailed as possible written notice of default with a proposal for a reasonable term for remedying the shortcoming, imputably fails in the fulfillment of essential obligations under the agreement and provided that shortcoming justifies the dissolution.
- If the agreement is dissolved, Tabletpro's claims against the customer are immediately due and payable. If Tabletpro suspends the fulfillment of its obligations, it will retain its claims under the law and the agreement.
- Tabletpro always reserves the right to claim compensation.
- Tabletpro guarantees that the goods delivered by it as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
- If it must nevertheless be recognized by Tabletpro or it is established by a Dutch court in legal proceedings in a decision that is no longer open to appeal, that any item delivered by Tabletpro does infringe the rights of third parties as referred to here, Tabletpro will, at its discretion, after consultation together with the customer, replace the item in question with an item that does not infringe the relevant right or acquire a license right in the matter, or take back the item in question for a refund of the price paid for it, less depreciation that is considered normal, without further compensation.
- However, the customer loses the right to the performances referred to in paragraph 2 if he has not informed Tabletpro as such in a timely manner and fully about claims from third parties as referred to above in this article, as a result of which Tabletpro has also been unable to exercise its rights in this regard. properly defended.
The customer is not permitted to transfer rights and obligations arising from the agreement to third parties without prior written permission from Tabletpro.
Privacy and security
- Tabletpro respects the privacy of the customer. Tabletpro handles and processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The customer agrees to this processing. Tabletpro uses appropriate security measures to protect the personal data of the customer.
- For more information about privacy, reference is made to the Tabletpro website.
- Any deviations from these general terms and conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into at a later date.
- The administration of Tabletpro applies, subject to proof to the contrary, as proof of the requests and/or orders made by the customer. The customer acknowledges that electronic communication can serve as proof.
- If and insofar as any provision of the general terms and conditions is declared null and void or destroyed, the other provisions of these general terms and conditions will remain in full force and effect. Tabletpro will then determine a new provision to replace the void/nullified provision, whereby the intent of the void/nullified provision will be taken into account as much as possible.
- The place of performance of the agreement is deemed to be the place where Tabletpro is located.
Applicable law and choice of forum
- All disputes between Tabletpro and the customer, which may arise as a result of an agreement concluded by Tabletpro with the customer, or of agreements resulting therefrom, will, unless Tabletpro and the customer have agreed otherwise in writing, in the first instance be settled. decided by the competent court in the place of business or the district of Tabletpro.
- Agreements, and all non-contractual obligations arising therefrom, between Tabletpro and the customer to which these general terms and conditions apply, are exclusively governed by Dutch law. The Vienna Sales Convention 1980 is expressly excluded.