General Terms and Conditions - FixChip

Definitions
In these general terms and conditions, the following words shall have the meanings given after them, unless the context indicates otherwise:

General Terms and Conditions means these General Terms and Conditions.
Day means calendar day.
FixChip means the company FixChip v.o.f., located at Bergerweg 170, in Sittard and registered in the Trade Register of the Chamber of Commerce under number 86398245.
Customer means any legal entity or natural person, acting in the exercise of its profession or business, who enters into or wishes to enter into an agreement with FixChip.

Website means FixChip’s website, being www.fixchip.com.

Applicability

These general terms and conditions shall apply to all offers, quotations, agreements and all resulting engagements with the client by FixChip. If the client (also) orders other products or services to which special general terms and conditions apply, these shall also be declared applicable to the agreement between the client and FixChip.
If the client declares own general terms and conditions applicable to an agreement with FixChip or refers to them, those general terms and conditions shall not be accepted by FixChip and FixChip’s general terms and conditions shall 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 on the website and can also be downloaded there as a PDF file. The general terms and conditions will be sent free of charge upon request.
All that is stipulated in these general terms and conditions and in any further agreements for the benefit of FixChip, is also stipulated for the benefit of third parties engaged by FixChip.
These general conditions do not apply to offers to and agreements with natural persons not acting in the exercise of a profession or business.

Offers/quotes

All offers/quotes of FixChip are without obligation and can be revoked at any time, even if they contain a deadline for acceptance. FixChip may also revoke offers/quotes in writing within 7 days of receipt of acceptance, in which case no agreement shall be concluded between the parties.
Offers/quotes can only be accepted in writing (including a

acceptance by telefax or electronic means). FixChip is nevertheless entitled to accept a verbal acceptance as if it had been made in writing. If the client places an order on FixChip’s website, this order shall be final when the client presses the order button or receives an order confirmation by email. At the moment the client receives an email confirmation from FixChip, a binding agreement between the parties shall be established.

Information included in advertising materials in the broadest sense of the word, such as catalogs, price lists, brochures, websites of third parties, etc. shall never be binding forFixChip.
Unless otherwise expressly agreed in writing, statements of sizes, weights and other data are estimates that are as reliable as possible.

Price

All prices charged by FixChip shall be based on the pricing factors known at the time the offer/quotation was issued.
Unless expressly agreed otherwise in writing, the prices quoted by FixChip are always exclusive of VAT and exclusive of shipping costs.
FixChip shall be entitled to adjust the prices or parts thereof for undelivered and/or unpaid goods or services in accordance with any changes in price determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
FixChip is always authorized to adjust the prices without delay if a legal price-determining factor gives cause to do so.

Payment

FixChip shall at all times be entitled to require security from the client for the correct and timely fulfillment of its payment obligations.
If the delivery is made in parts, then each part may be invoiced separately by FixChip, unless otherwise agreed in writing with the client.
In case of default of payment, FixChip shall be entitled to suspend or terminate 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 FixChip.
Payments made by the customer shall always serve to settle all interest and costs due 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 of set-off of mutually owed amounts. Setoff by the customer is not permitted.
The making of payments by the client to FixChip by electronic means, including via the Internet and by credit cards shall be at the risk of the client. FixChip shall not be liable for damages incurred by the client related to or resulting from payments made electronically, over the Internet or by credit cards. The provision of credit card information by the client to FixChip via the Internet or otherwise is at the risk of the client.
FixChip reserves the right to charge a 50-100% deposit for newly registered businesses.

Accounts and registration

The consumer may create an account or otherwise register on the website. FixChip reserves the right to refuse an application for such a registration or to cancel the registration again, for example after detection of irregularities.
The login details are strictly personal and may not be made available to third parties. The consumer guarantees the use of his login data, even if this is done without his knowledge.
The consumer will notify FixChip immediately if he suspects that his login information is known to a third party or other irregularities occur.
The consumer is not permitted to apply for or manage more than one account. The consumer is further not permitted to (re)apply for or manage an account after FixChip has refused the consumer’s application for an account or has cancelled a consumer’s account after registration.

Delivery

The place of delivery shall in all cases – unless otherwise agreed in writing – be the actual or customer’s place of business specified by the customer at the time the order was placed or the customer’s branch office with which the contract was concluded.
The indication of delivery dates in offers/quotes, confirmations and/or contracts are made to the best of our knowledge and these will be observed as much as possible, but they are never to be considered as deadlines.
The client undertakes to enable FixChip to make the delivery.
The customer guarantees at his own expense and risk that:
FixChip is provided with the cooperation necessary to perform the performance;
the items or services ordered are taken; and
delivery can take place under normal working conditions, during normal working hours from 08:00-18:00.
If the ordered goods or services have been offered to the client for delivery, but delivery has not been possible due to the fact that the client has not fulfilled one of the obligations mentioned above in clauses 3 and 4, delivery shall be deemed to have been refused. From this moment, the customer is legally in default without further notice by FixChip being required. The day on which the purchase is refused shall be deemed to be the delivery date of the ordered goods or services. From this moment on, the goods shall also be at the risk of the client in accordance with the article “Transfer of Risk” in these general terms and conditions.
Without prejudice to the obligation to pay, in the case referred to in paragraph 5, the customer shall be obliged to compensate FixChip for any damage suffered by FixChip as a result of the refusal , including incurring costs for storage and transport, which latter costs shall be related to the local

usual rates.

Return

The customer may dissolve an agreement relating to the purchase of an item during a 14-day cooling-off period without giving reasons. The period commences on the day after the customer, or a third party designated in advance by the customer, who is not the carrier, has received the item

received, or:

if the client has ordered multiple items in the same order: the day on which the client, or a third party designated by the client, received the last product. FixChip may, provided it has clearly informed the client of this prior to the ordering process, refuse an order for multiple items with different delivery times; or
if the delivery of an item consists of several shipments or parts: the day on which the customer, or a third party designated by him, received the last shipment or part.
During the reflection period, the customer shall treat the item and its packaging with care. He shall only unpack or use the item to the extent necessary to establish the nature, characteristics and operation 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 diminished value of the item resulting from handling the item beyond that permitted in paragraph 2.
If the customer wishes to return an item, he or she shall notify FixChip in an unambiguous manner within the reflection period.
As soon as possible, but within 14 days from the day following the notification referred to in paragraph 4, the client shall return the item, or hand it over to (an authorized representative of) FixChip. This is not necessary if FixChip has offered to collect the item itself. The customer has complied with the return period in any case if he returns the item before the cooling-off period has expired.
The customer shall return the item with all delivered accessories, if reasonably possible in its original condition and packaging, and in accordance with the instructions provided by FixChip.
The risk and burden of proof for proper and timely return lies with the customer.
The customer shall bear the direct cost of returning the item.

Risk transfer

Regardless of what has been agreed between FixChip and the client regarding transport and insurance costs, the goods shall remain at FixChip’s risk until the moment they have passed into the actual possession of the client or of the third party or parties engaged by the client, by the signing of waybills, signing lists and/or packing lists or by actual delivery.

Retention of title

Ownership of the goods delivered to the client by FixChip shall not be transferred to the client until the client has paid all that FixChip may claim or become due under all agreements with the client and services or work performed in that context.
Notwithstanding the provisions of paragraph 1, the customer is authorized to use the goods received from FixChip in the normal course of his business.
The customer is never authorized to encumber, pledge, transfer as security and/or lend, loan and/or hand over goods delivered under retention of title in any way. Nor is the customer entitled to make any changes to the item.
If the client is in default of fulfilling his obligations, FixChip shall be entitled to recover (or have recovered) the goods belonging to it from the place where they are located at the expense of the client.

Advertisement

The customer must examine upon or immediately after delivery whether the goods delivered or services rendered comply with the agreement.
The client may not claim that delivered goods or services rendered are not in accordance with the agreement if he or she fails to conduct this investigation or has not notified FixChip in writing of the defects within the period specified below.
Visible defects must be reported in writing to FixChip within five working days after delivery or after the performance of the services in question.
Hidden defects must be reported in writing immediately after the customer discovers them, but no later than two months after delivery of goods or performance of services.
Reclaimed goods may only be returned to FixChip with the express prior consent of FixChip. Return shipments must be provided with the original packaging. Return shipments must in all cases be made in accordance with FixChip’s instructions.

FixChip reserves the right to require said goods to be sent to an address it provides.

In case of, in the opinion of FixChip, well-founded and properly presented complaints, FixChip shall, at its discretion, taking into account the interests of the client and the nature of the complaint, be obliged to either replace/exchange the delivered goods or services rendered or grant a price discount.
The right of complaint lapses if the delivered goods are no longer in the same condition in which they were delivered.
Complaints about invoices must be submitted in writing within five working days from the date the invoice was sent.

Liability

If either party fails to comply with one or more of its obligations under the contract, the other party shall give it notice of default, unless compliance with the obligation(s) in question is already permanently impossible, in which case the defaulting party shall be immediately in default. The notice of default shall be in writing, whereby the defaulting party shall be granted a reasonable period of time to still fulfill its obligations. This term has the character of a fatal term. The liability of FixChip towards the client for direct damages in case of non-, untimely or improper performance is limited to the net invoice value of the goods or services concerned.
The limitation mentioned in paragraph 1 shall also apply if FixChip is held liable by the Customer on grounds other than the agreement concluded between them.
Direct damages shall mean only:
reasonable costs that a party would have to incur to have a performance of the other party comply with the agreement. However, such damages shall not be compensated if that other party has rescinded the agreement;
reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage in the sense of the general terms and conditions;

and/or

reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have resulted in limiting direct damage within the meaning of these terms and conditions.
FixChip shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, damages due to business interruption and all damages that are not covered by direct damages in the sense of these general terms and conditions.
The limitation of liability does not apply if there is intent or gross negligence of directors and executives of FixChip.
FixChip shall never be liable regarding the materials provided by the client to FixChip in connection with the agreement. The client undertakes to take out adequate insurance for these materials.
Notwithstanding the above, FixChip shall not be liable if the damage is due to intentional and/or gross negligence and/or culpable actions or inexpert or improper use of the delivered goods by the client.

Indemnification

The client shall, to the extent permitted by law, indemnify FixChip against any liability to one or more third parties arising from and/or related to the execution of the agreement, regardless of whether the damage was caused or inflicted by FixChip or its vicarious agents, auxiliary materials or goods supplied or services rendered. In addition, the client shall indemnify FixChip, to the extent permitted by law, against all claims by third parties in connection with any infringement of intellectual property rights of these third parties.
The customer shall ensure adequate insurance in respect of 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 by FixChip or acceptance by the client is delayed by more than one month due to force majeure, each of the parties – to the exclusion of further rights – is entitled to terminate the agreement according to the law. That which has already been paid or which has been performed in accordance with the agreement shall be settled pro rata between the parties.
Force majeure of FixChip shall mean in any case:
the circumstance that FixChip does not, does not timely or does not properly deliver a performance (including a performance by the client) that is important in connection with the performance to be delivered by it;
strikes;
traffic disruptions;
government measures that prevent FixChip from fulfilling its obligations on time or properly;
riots, uproar, war;
extreme weather conditions;
fire; and/or
import, export and/or transit bans.
If there are unforeseen circumstances of such a nature that the client cannot reasonably and fairly expect fulfillment by FixChip, the court may, at the request of either party, dissolve the agreement in whole or in part.

Lien

FixChip shall be entitled to retain all items belonging to the client in FixChip’s possession until the client has fulfilled all his/her obligations to FixChip with which the items in question are directly or sufficiently related. If any items subject to this right fall out of FixChip’s control, FixChip shall be entitled to reclaim these items as if they were its own property.

Dissolution

Each of the parties has the right, in the cases described below and to the extent granted below, to terminate the agreement, in whole or in part, with immediate effect, without further notice of default and judicial intervention:
when the other party applies for or obtains a moratorium or the other party is declared bankrupt;
when the other party’s business is voluntarily or involuntarily liquidated;
when the other party’s business merges or is acquired;
when a substantial part of the other party’s assets are seized;

and/or

when other circumstances arise where continuation of the agreement cannot reasonably be required.
Each of the parties shall be entitled to dissolve the agreement only if the other party -after a proper and as detailed as possible written notice of default with a proposal for a reasonable period to remedy the failure- imputably fails in the fulfillment of essential obligations under the agreement and provided that such failure is the

justifies rescission.

If the agreement is dissolved, the claims of FixChip against the customer shall be immediately due and payable. If FixChip suspends fulfillment of its obligations, it shall retain its claims under the law and agreement.
FixChip always retains the right to claim damages.

Intellectual property

FixChip guarantees, that the goods it delivers as such do not infringe any Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
If, nevertheless, it must be acknowledged by FixChip or it is established by a Dutch court in a no longer appealable decision, that any item delivered by FixChip does infringe on the rights of third parties as referred to herein, FixChip shall to its

option after consultation with the customer, replace the item in question with an item, which does not infringe the right in question or acquire a license right in this regard, or take back the item in question upon repayment of the price paid for it, less the price normally considered to be

write-offs, without being liable for further compensation.

The client shall, however, lose the right to the services referred to in paragraph 2 if it has not informed FixChip in a timely and complete manner about claims by third parties as referred to above in this article, as a result of which FixChip has also not been able to properly defend its rights in the matter.

Transfer

The client is not allowed to transfer rights and obligations arising from the agreement to third parties without the written consent of FixChip.

Privacy and security

FixChip respects the client’s privacy. FixChip handles and processes all personal data provided to it in accordance with applicable legislation, in particular the Personal Data Protection Act. The client agrees to this processing. To protect the client’s personal data, FixChip uses appropriate security measures.
For more information on privacy, please refer to the FixChip website.

Other

Any deviations from these general terms and conditions can only be agreed upon in writing. No rights may be derived from such deviations with respect to legal relationships entered into at a later date.
FixChip’s records shall, subject to proof to the contrary, serve as proof of requests and/or orders made by the customer. The client acknowledges that electronic communication may serve as evidence.
If and insofar as any provision of the general terms and conditions is declared void or is nullified, the other provisions of these general terms and conditions shall remain in full force and effect. FixChip shall then adopt a new provision to replace the void/terminated provision, taking into account as much as possible the scope of the void/terminated provision.
The place of execution of the agreement shall be deemed to be the place where FixChip is located.

Applicable law and choice of forum

All disputes between FixChip and the client, which may arise as a result of an agreement entered into by FixChip with the client, or agreements resulting therefrom, shall, unless FixChip and the client have agreed otherwise in writing, in the first instance be settled by the competent court in the place of business or district of FixChip.
Agreements, and all resulting non-contractual obligations, between FixChip and the client to which these general terms and conditions relate shall be governed exclusively by Dutch law. The Vienna Sales Convention 1980 is expressly excluded.

FixChip

FixChip mini

General Terms and Conditions - FixChip