Article 1: Definitions

In these general terms and conditions of sale and delivery the following terms have the following meaning:

1. General Terms and Conditions: these General Terms and Conditions of “Adeon”.
2. Adeon: the private limited company Adeon Technologies B.V., having its registered office in Raamsdonksveer and having its place of business in (4824 AS) Breda at the address Weidehek 26, registered in the commercial register of the Chamber of Commerce and Factories under number 18128872, or an undertaking affiliated with it, which is the user of these general terms and conditions.
3. Buyer: every natural person or legal entity who purchases goods and/or services from Adeon, or with whom Adeon enters into an Agreement or with whom Adeon negotiates to make an Agreement.
4. Agreement: the agreement between Adeon and the Buyer with regard to the delivery of goods and/or services, including these General Terms and Conditions.
5. In writing/written: messages via paper and via email.

 

Article 2: Applicability and Offers

1. These General Terms and Conditions apply to all quotes, offers, advice and agreements between Adeon and the Buyer, unless explicitly otherwise agreed in writing.
2. These General Terms and Conditions also apply to all quotes, offers, advice and agreements, howsoever made.
3. The applicability of any general terms and conditions (of purchasing) of the Buyer is explicitly rejected.
4. Offers of Adeon apply for a period of 30 days, unless otherwise stated. After the end of the term the quote or the offer will automatically lapse and no further rights can be derived therefrom.
5. No rights can be derived from advertising material, brochures, sales documentation and websites etc. of Adeon.
6. Quotes and offers of Adeon are fully without commitment and are revocable and must be deemed an invitation to place an assignment or enter into an Agreement. Adeon is free to not accept assignments or not enter into Agreements, without giving any reason therefore.
7. These General Terms and Conditions have been drawn up in Dutch and translated into other languages. If there is any conflict between the Dutch version and a translated version, the Dutch version is decisive.

 

Article 3: Agreement

1. Agreements concerning the delivery of goods and/or services are created after a written (assignment) confirmation from Adeon to the Buyer or after (the start of) the de facto performance of the Agreement by Adeon or by means tacit or other acceptance by Adeon.
2. Changes in the Agreement can only be explicitly agreed in writing.
3. The Buyer is responsible for the accuracy and completeness of the information which he has provided to Adeon. Adeon is not liable in the event of inaccuracies in data provided by, on behalf of or on instruction of the Buyer.  

 

Article 4: Deliveries

1. Adeon will provide all services on the basis of a best-efforts obligation.
2. Unless otherwise agreed the delivery of goods will be ‘ex works (EXW)’.
3. In the event it has been agreed that delivery of goods will take place at a specific delivery address, Adeon will determine the method of shipment or delivery. Adeon is entitled to charge the delivery costs to the Buyer. Delivery will in such case have been effected when the goods – for which Adeon takes care of the transport – have arrived at the delivery address stated in the (order) confirmation and/or transport document, have been unloaded and then taken into receipt by the Buyer by signing of the transport document, delivery note or other similar document.
4. As of the time of delivery the goods are at the Buyer's expense and risk.
5. Adeon is at all times entitled to deliver in part deliveries.
6. All (delivery) dates are fixed by Adeon as approximates and time is never deemed of the essence. Adeon will endeavor to comply with the specified or agreed (delivery) dates as much as possible.
7. If Adeon is aware of a circumstance which may stand in the way of timely delivery, it will consult with the Buyer.
8. The Buyer is never entitled to any compensation relating to a late delivery.

 

Article 5: Prices and Payments

1. All prices are in euros and are exclusive of VAT, unless stated otherwise.
2. Unless otherwise agreed, payment is to be made within 30 calendar days after the invoice date.
3. The invoice amount must be paid without any withholding or set-off.
4. Adeon expressly reserves the right to demand (full) payment in advance.
5. If circumstances arise after the creation of the Agreement that have an influence on the cost price, such as changes in the prices of raw materials or in the goods to be delivered themselves, in salaries, in exchange rates, import and export duties, etc., Adeon is entitled to pass those price changes on to the Buyer.
6. The Buyer is not entitled to suspend its (payment) obligations to Adeon.
7. If payment is not made within the applicable term, the Buyer will be in default by operation of the law. In such case, the Buyer will owe contractual interest of 2% on top of the statutory commercial interest (wettelijke handelsrente) applicable at that time. The extrajudicial collection costs at such time are fixed at 15% of the outstanding amount, with a minimum of € 250.
8. Payments will first be put to payment of interest and costs and then to the oldest outstanding principal sum(s), even if the Buyer states otherwise in this respect.
9. Upon first request from and to the satisfaction of Adeon, the Buyer will give (satisfactory) security/guarantee for the performance of its obligations to Adeon. If the Buyer does not immediately satisfy a request of Adeon to this effect, the latter is entitled to immediately suspend the delivery of goods and/or services and the Buyer will be in default, without the need for any notice of default.

 

Article 6: Retention of title (ownership)

1. Adeon retains title (ownership) to all goods delivered by it, until all claims of Adeon against the Buyer, by any virtue whatsoever, including interest and costs, have been paid in full. Only after full payment of all claims will title to the delivered goods be transferred.
2. If Adeon has not obtained payment of the payable claims with regard to which Adeon has retained title to the delivered goods, Adeon is entitled, without notice of default and without judicial intervention, and Adeon is hereby irrevocably authorised by the Buyer in so far as necessary to retrieve its goods and the Buyer is obliged to allow Adeon access to all rooms and premises accessible to and/or in use by it, without prejudice to the right of Adeon to demand (full) compensation from the Buyer.
3. The Buyer is prohibited from encumbering the goods delivered by Adeon that have not yet been paid for with a pledge on behalf of a third party and from encumbering said goods with any other right.

 

Article 7: Complaints 

1. Immediately upon delivery, the delivered goods must be inspected by the Buyer for defects.
2. Complaints regarding goods delivered and/or services provided by Adeon must be reported to Adeon within 5 days after delivery/provision of the relevant goods and/or services in writing, stating the nature of the complaints/defects, absent which every claim against Adeon relating to (alleged) defects lapses.
3. Minor damage/deviations that do not (essentially) affect the possibility for using the goods cannot be deemed a defect.
4. A complaint will not suspend the Buyer's payment obligation to Adeon.
5. The Buyer is responsible for the consequences of ambiguity and/or conflicts in information the Buyer has provided to Adeon that may be relevant for the performance of the Agreement.

 

Article 8: Guarantee and Liability

1. Adeon guarantees the quality of the goods and/or services delivered by it in accordance with what the Buyer is entitled to expect on the basis of the Agreement.
2. Any obligations ensuing from guarantees never go further than the obligations of Adeon’s supplier and/or the producer of the goods pursuant to the guarantee conditions of said supplier and/or producer.
3. Deviations relating to delivered goods that are acceptable from a technical perspective in accordance with the applicable customary standards cannot give cause for any claim against Adeon, nor lead to an obligation of Adeon to replace the delivered goods.
4. Adeon's liability is always limited to the amount that is paid out in the relevant case under Adeon's liability insurance. If no payment is made under said insurance, for whatever reason, Adeon's liability is limited to the invoice amounts that Adeon charged with regard to the Agreement and that have been paid in time.
5. Adeon is never liable for damage as a result of inappropriate use by the Buyer of the delivered goods, e.g. in the event damage or a defect has arisen in the goods as a result of incorrect use or if the Buyer and/or third parties have made changes or attempted to make changes to the goods or have used the goods for purposes for which they are not intended.
6. Adeon is never liable for indirect damage or consequential damage, such as lost profit, damage due to stagnation in business operations, losses, costs made to prevent or determine consequential damage and the like.
7. The Buyer indemnifies Adeon against all claims of third parties in connection with the Agreement.
8. Every claim against Adeon will lapse, unless it has been acknowledged by Adeon, simply as a result of the passing of twelve months after the claim arises.

 

Article 9: Intellectual Property

1. All Intellectual Property Rights in respect of the goods and/or services provided or made available by Adeon within the context of the Agreement, including but not excluded to brand names, trade names, copyrights etc., belong exclusively to Adeon. The Buyer will refrain from any form of infringement of these rights.
2. All drawings, sketches, schedules, designs, calculations, etc. (hereinafter: drawings etc.) produced by Adeon or on instruction of Adeon are the property of Adeon and remain the property of Adeon after the Agreement has been performed. Drawings etc. may not, without the written consent from Adeon, be reproduced or shown or presented to third parties, for whatever purpose, either in whole or in part.
3. Drawings etc. must be returned to Adeon upon first request from Adeon.
4. In the event of production and/or delivery by Adeon of goods based on drawings, designs, etc. or changes, all in the broadest sense of the word, received from the Buyer or from third parties, the Buyer guarantees that the production and/or delivery of said goods does not infringe any patent right, trademark right or any other intellectual or other property right of third parties, and the Buyer indemnifies Adeon against all claims ensuing therefrom.
5. If a third party objects to the production and/or delivery on the basis of any alleged right, Adeon is entitled to immediately cease the production and/or delivery and to demand compensation of the costs incurred from the Buyer, without prejudice to Adeon’s entitlement to any further compensation, without Adeon being bound to pay any compensation to the Buyer.

 

Article 10: Force Majeure

1. In the event Adeon cannot perform its obligations to the Buyer due to force majeure, said obligations will be suspended for the duration of the force majeure situation. If the force majeure situation has lasted one month, both parties have the right to terminate the Agreement in writing in whole or in part in so far as such termination is reasonably necessary. In the event of force majeure, the Buyer is not entitled to any compensation or damages.
2. Force majeure means any circumstance beyond the control of Adeon, which hinders the performance of its obligations to the Buyer in whole or in part, or in consequence of which performance cannot reasonably be demanded of Adeon, regardless of whether that circumstance was foreseeable at the time the Agreement was made. Said circumstances include: strikes, stagnation or other internal or other problems at Adeon or third third parties engaged by it, or measures imposed by the government.

 

Article 11: Termination

1. Adeon is entitled, without prejudice to the right to compensation and/or its right to suspend obligations under the Agreement in whole or in part, to terminate the Agreement without prior notice of default, in whole or in part, in writing: (i) if the Buyer is declared bankrupt or granted suspension of payments; or (ii) if the Buyer ceases its business activities, transfers, liquidates or ceases its business (in part); or (iii) if the Buyer can no longer be deemed able to perform its obligations; or (iv) if the Buyer fails in the performance of the Agreement.
2. If the Agreement is terminated, the claims of Adeon against the Buyer will be immediately due in full.

 

Article 12: Other provisions 

1. In the event that a provision in these General Terms and Conditions is void or is avoided, the other provisions will remain in effect in full. Adeon will then draw up a new provision to replace the void/avoided provision, in which the purport of the void/avoided provision will be observed as much as possible.
2. Adeon has the right to set off any claims of the Buyer from Adeon by any virtue whatsoever against claims of Adeon from the Buyer by any virtue whatsoever.
3. Adeon has the right to engage third parties for the performance of the Agreement.
4. The Buyer cannot transfer rights and obligations under the Agreement to third parties unless Adeon has expressly granted written consent therefore.

 

Article 13: Applicable law and Disputes

1. The legal relationship between Adeon and the Buyer is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. In so far as mandatory law does not prescribe otherwise, disputes between Adeon and the Buyer will be submitted to the competent court in the district in which Adeon is based. Adeon has the right to have a dispute adjudicated in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. In such case, the arbitration tribunal will comprise one arbitrator. The place of arbitration will be Rotterdam and the proceedings will be conducted in Dutch.  

These General Terms and Conditions have been filed with the Chamber of Commerce in Breda under number 18128872.