General Terms and Conditions of Sale
General Terms and Conditions of Sale of Logic Supply B.V.
- 1.1. General Terms and Conditions: these General Terms and Conditions of Logic Supply B.V.
- 1.2. Order: an order for products and/or systems and/or services placed by a customer whether or not via a Logic Supply website
- 1.3. Services: services provided by Logic Supply in connection with the products and systems
- 1.4. Logic Supply: Logic Supply B.V., with its registered office in Rijswijk, Chamber of Commerce number 51190486 and VAT-number 823136978B01
- 1.5. Logic Supply website: a website on which Logic Supply offers products, systems and/or services
- 1.6. Customer: each natural person or legal entity or other legal person which places an order with and/or enters into an agreement with Logic Supply
- 1.7. Product: a product offered, delivered or to be delivered by Logic Supply
- 1.8. Tailor-made supply: a supply of products and/or systems and/or services which is based on instructions and/or specifications of the Customer
- 1.9. Agreement: an agreement between Logic Supply and a Customer for the sale and delivery of products and/or systems and/or services by Logic Supply to a Customer and each amendment or addition on such agreement
- 1.10. System: a system assembled by Logic Supply at the request and/or instruction of the Customer
- 1.11. Volume order: an order whereby ten (10) or more equal products and/or systems are ordered at the same time
- 1.11. Website content: the photographs, videos, images, drawings, texts, collection of data, logos, specifications and other information such as is placed on a Logic Supply website from time to time
- 2.1. These General Conditions are applicable to all offers of, orders given, and all agreements with Logic Supply, unless parties have explicitly and in writing deviated thereof. General Conditions or other terms and conditions of the Customer or as used by the Customer are explicitly excluded.
- 2.2. Logic Supply is entitled to amend these subject General Conditions unilaterally. The amended General Conditions shall be placed on Logic Supply websites. Amended General Conditions shall be applicable to orders of the Customer as of the date of amendment.
3. Placement of an Order and Establishing of Agreement
- 3.1. An agreement shall not be established until the moment the order confirmation is sent by Logic Supply. Hereby, the administrative records of Logic Supply shall be decisive.
- 3.2. Logic Supply is entitled not to accept an order that has been placed or to impose additional conditions and shall give notification of such to the relevant Customer.
- 3.3. Orders shall be processed exclusively during working days and during office hours.
- 3.4. Logic Supply offers a Customer the opportunity to follow the status of the order via an online tracking System. If the Customer has not received the order within fourteen (14) days after it has been shipped according to the tracking System, he is required to give immediate notification thereof to Logic Supply.
- 3.5. A Customer may request Logic Supply to issue a tailor-made offer for special products and/or systems and/or volume orders of products and/or systems and/or services. If Logic Supply has given a quotation in an offer, such quotation shall be exclusive of shipment costs and exclusive of VAT. Unless otherwise specified, a quotation furnished shall apply for a period of fourteen (14) days after the date of the quotation.
4. Change to/Cancellation of Order
- 4.1. In the event Logic Supply has issued a tailor-made quotation in accordance with article 3.5, which quotation has been accepted by the Customer, the Customer may not cancel this order.
- 5.1. The prices for the products, systems and services are specified on a Logic Supply website. The prices specified are both inclusive and exclusive of VAT; and are exclusive of all other taxes and levies imposed by the authorities; and are exclusive of shipment costs. If a minimum number is applicable to certain products or systems which may be purchased, this shall be specified on a Logic Supply website. Business customers outside the Netherlands, but in the European Union in principle will be charged 0% VAT, if the business customer directly when placing the order stated the correct VAT number. In the event that a business customer failed to do so, Logic Supply will charge VAT. If said business customer at a later date provides Logic Supply with the VAT number or corrects a VAT number that was incorrect, said business customer will have no claim against Logic Supply with respect to repayment of VAT already paid to Logic Supply.
- 5.2. In the event prices or information is mentioned on a Logic Supply website, of which the Customer could or should reasonably have understood that these were apparently incorrect, Logic Supply shall be entitled at all times to refuse the order or cancel it, even if the order confirmation as referred to in article 3.1 has already been forwarded. The opinion of Logic Supply shall be decisive when establishing that the prices or information have apparently been incorrect. If necessary, any amounts then paid may be reimbursed by Logic Supply. If Logic Supply has already supplied products and/or systems to the Customer, of which Logic Supply has established within eight (8) days of receipt by the Customer that the supply has taken place on the basis of incorrect prices or information, the Customer remains obliged, at the request of Logic Supply, to pay the unpaid amount to Logic Supply within five (5) working days, or to return the products and/or systems received to Logic Supply, whereby the dispatch costs shall be for the account of Logic Supply.
- 6.1. Customers are required to pay for products, systems and/or services in advance, unless agreed otherwise between Logic Supply and the Customer. The various methods of making payment and the conditions attached thereto are specified on a Logic Supply website.
- 6.2. The Customer is not allowed to apply set off and/or to suspend payment.
- 6.3. In the event of exceeding the payment period, the Customer is, by operation of law, thus without giving notification of default, in breach and the statutory commercial interest shall be applicable pursuant to section 6:119a of the Netherlands Civil Code (‘CC’). The administrative records of Logic Supply shall be decisive in determining whether payment has in fact been made by the Customer.
- 6.4. In the event the Customer has not paid the amount due within the specified period, Logic Supply may resort to judicial means or other collection measures. In that case, the Customer shall be required to reimburse the costs attached thereto to Logic Supply.
7. Shipment, Delivery and Retention of Title
- 7.1. The costs of shipment shall be for the account of the Customer and shall never be reimbursed by Logic Supply, unless otherwise agreed.
- 7.2. The delivery periods are indicative only, they are not guaranteed and are not binding
- 7.3. The risk of damage and loss of the products and/or the systems shall pass to the Customer at the moment that Logic Supply has in fact put the products and/or systems in the hands of the carrier. The ownership of products and/or systems shall also pass to the Customer at the time referred to in the preceding sentence, unless the products and/or systems have not been paid in advance, in which case the ownership of the relevant products and/or systems sent shall pass the moment Logic Supply receives payment for the relevant products and/or systems.
8. Backorder Policy
- 8.1.Products and/or systems which are temporarily not in stock, may be ordered. The availability and delivery period of products and/or systems which are not in stock is dependent on the suppliers of Logic Supply. Logic Supply does not split up orders that have been placed if products and/or systems are temporarily out of stock, unless the Customer so requests, in which case, the shipment costs of each part delivery shall, in principal, be for the account of the Customer.
- 8.2. If Logic Supply is of the opinion that the delivery period for a product and/or system which is not in stock is reasonably too long, Logic Supply may decide to cancel the order without payment of costs or damages to the Customer. In that case, any amounts paid in advance shall be reimbursed.
9. Investigation, Inspection and Claims
- 9.1. The Customer is required at all times to investigate whether and to what extent the products and/or systems it has ordered are suited to the purposes it envisions. This investigation obligation concerns, but is not limited to, the functional and technical applications of the products and systems, as well as the requirements in the area of safety.
- 9.2. If at delivery, a product and/or system is damaged, does not function or is incomplete, or if it is another product and/or system than was ordered, or which, according to the Customer, is not in accordance with the agreement, the Customer shall give notification thereof to Logic Supply within fourteen (14) days after receipt, on pain of expiry of the warranty as described in article 11 of these General Conditions. The RMA procedure as specified in article 10.1 shall apply to the return of products and/or systems.
- 10.1. Products may be returned under the terms and conditions as determined in this article 10. A product must be returned, complete with all accessories and other goods belonging thereto, in the original and undamaged packaging. Applicable to each return shipment is that irrespective of the reason for the return, an RMA (Return Merchandise Authorization) number must be requested via a Logic Supply website or the helpdesk. Return shipments without an RMA number shall be refused and returned to sender. RMA numbers are valid for fourteen (14) days of having been issued.
- 10.2. The Customer may return a product for a period of fourteen (14) days after receipt. During this period, the Customer is required to treat the product, all the ancillary goods and the packaging with all due care.
- 10.3. The Customer shall bear the shipment and insurance costs of a return shipment, unless Logic Supply has made an error in the shipment. Amounts already paid by the Customer for returned products shall be reimbursed by Logic Supply no later than within thirty (30) days after receipt of the return shipment.
- 10.4. The right of the Customer to return a product shall not apply to (i) systems; (ii) products delivered on the basis of volume orders; and (iii) products which have been delivered on the basis of a tailor-made quotation as determined in article 3.5, (iv) products Logic Supply ordered from third parties at the specific request of the Customer, which are not in the standard product range of Logic Supply.
- 10.5. The following products may never be returned:
i. Products which have been defaced, damaged or modified by the Customer;
ii. Products which have become unusable due to users’ faults and/or viruses;
iii. Products from which the warranty label or mark has been removed or adjusted;
iv. Products without the original packaging and/or ancillary goods such as instructions, disks, cables et cetera;
v. Software, including software in systems.
11. Warranty and Repair
- 11.1. As regards any material and manufacturing defects in products and systems, a warranty for two (2) years is applicable, commencing on the date of shipment of a product and/or a system, unless another warranty period is declared applicable for certain products and/or systems on a Logic Supply website or in an order confirmation. This warranty obligation implies that exclusively Logic Supply, at its own discretion (i) shall do all that is in its power to have any material and manufacturing defects in the products and systems, as well in the components which have been delivered by Logic Supply within the framework of the warranty, repaired within a reasonable period, free of charge; or (ii) shall replace the products and/or systems free of charge for other similar, but not necessarily identical, products and systems; or (iii) shall reimburse the amounts paid for the products and systems to the Customer. In order to claim on this warranty, the Customer must give notification of such to Logic Supply within two (2) years after shipment and the Customer must return the products and systems involved to Logic Supply. Data conversion which is necessary as a consequence of repair or replacement falls within the warranty. The RMA procedure as referred to in article 10.1 is applicable to the return of products and/or systems. The warranty does not extend to final sale items and software.
- 11.2. All replaced components shall become the ownership of Logic Supply. The warranty obligation shall lapse if defects in the products or systems are the consequence in full or in part of incorrect, careless or incompetent use, of outside causes such as falling or impact damage, and fire or water damage, or if the Customer, without the permission of Logic Supply, should introduce or have introduced modifications to the products and/or systems and/or components which are delivered by Logic Supply in the framework of the warranty. Logic Supply shall not withhold such permission on unreasonable grounds. Furthermore, there is no warranty for systems the Customer built itself using products ordered from Logic Supply. In these cases, the warranty shall only apply to the individual products, provided that these products have not been damaged or have become useless as a result of incorrect assembly or use by the Customer or a third party engaged by the Customer.
- 11.3. Each other claim, or claim which is farther reaching, of the Customer of non-conformity of the delivered products and systems than that determined in articles 11.1 and 11.2 of these General Conditions, this including a claim for compensation of damages of the Customer, is explicitly excluded. The Customer may not, in all events, invoke the non-conformity of the delivered products and systems if and insofar as the law denies it such appeal.
- 11.4. Costs of work and repair outside the framework of this warranty shall be charged by Logic Supply in conformity with its customary rates. In this case, the Customer shall bear the costs of the shipment and insurance costs of the return shipment. This equally applies if Logic Supply can find no material and/or manufacturing defects in the returned products and/or systems.
12. Liability, force majeure and indemnification
- 12.1. Logic Supply and/or third parties which it engages in the establishment or the implementation of any agreement, this also including employees and Management Board Members of Logic Supply, shall not be liable for any damages arising from and/or related to the agreement or caused by any other reason, which the Customer or any third party involved in the implementation of the agreement should incur, directly or indirectly, irrespective of whatever the cause.
- 12.2. Without prejudice to the aforementioned, in all events, Logic Supply shall never be liable for:
i. damages on account of non-delivery or non-timely delivery;
ii. damages as a consequence of data, the lack of data, or incorrectness of data on a Logic Supply website, in quotations or other information furnished by Logic Supply;
iii. consequential loss;
iv. loss of profit and/or lost savings;
v. diminished goodwill;
vi. damages by business interruption;
vii. damages by software delivered;
viii. damages as a consequence of arrangements of customers of the Customer;
ix. damages in connection with the use of goods, materials or software of third parties prescribed by Customer to Logic Supply, and damages bearing connection with the engaging of suppliers prescribed by the Customer to Logic Supply;
x. loss and/or damage of the property of third parties which for the benefit of repair, storage or whatever reason are thus located at the business premises of Logic Supply;
xi. damages on account of mutilation, destruction or loss of data, documents or other data.
- 12.3. If in any event, despite that determined elsewhere in this article and in these General Conditions, Logic Supply should be liable for any damages, Logic Supply shall solely accept liability insofar as such liability is covered and is paid out by its insurance, this up to the amount of the payment made by the insurance.
- 12.4. In the event that if in any case, the insurance should not proceed to payment, Logic Supply shall never be liable for more than the amount of the price stipulated and paid for that agreement. If the agreement is principally in the form of a continuing performance contract with a duration of more than one (1) year, the price stipulated for the agreement shall be set for the total amount of the compensation (excl. VAT) as stipulated for one year. In no event, however, shall the total liability for damages of Logic Supply, for any reason whatsoever, amount to more than the sum of EUR 15,000 (fifteen thousand euros) per calendar year.
- 12.5. The Customer itself shall bear responsibility for having in its possession, the use or the sale of the products, systems and services ordered by the Customer, whether or not in conjunction with products, systems and services which have not been supplied by Logic Supply. The Customer herewith indemnifies Logic Supply against claims from third parties made relating to compensation of damages and costs in connection with products, systems and services supplied by Logic Supply.
13. Non-attributable Shortcoming
- 13.1. Logic Supply shall not be liable if and insofar as its obligations cannot be fulfilled on account of force majeure (non-attributable shortcoming).
- 13.2. Force majeure of Logic Supply shall in any case be understood to mean each cause, as well as each circumstance, which is not attributable to Logic Supply’s negligence and which comes nor by law, nor by legal act nor according to common opinion for the account of Logic Supply. Furthermore in these General Terms and Conditions force majeure shall be understood as all external causes, whether foreseeable or not, that cannot be controlled by Logic Supply, but which prevent Logic Supply to comply with its obligations. Delay by or non-performance (attributable shortcoming) of suppliers of Logic Supply, such as non-delivery or late delivery, transport difficulties, strikes, government measures, delay in the supply, negligence of suppliers and/or manufacturers of Logic Supply as well as of auxiliary persons, illness, accident or death of Management Board Members or personnel, defects in auxiliary means or transport means shall also explicitly apply as force majeure.
- 13.3. Logic Supply shall, in the event of force majeure, be entitled to dissolve the agreement in whole or in part, or otherwise to demand that the content of the agreement be changed to such extent that implementation shall remain possible. In no event shall Logic Supply be obliged to pay any penalty or damages. Logic Supply reserves the right to payment for all products and systems already delivered and all services provided and of the costs incurred thereby.
- 14.1. If:
i. the Customer does not, or does not timely or properly, fulfill its obligations vis-à-vis Logic Supply;
ii. bankruptcy of the Customer is or has been applied for, or if the customer is declared bankrupt;
iii. the Customer has requested suspension of payments, or has offered an arrangement or entered into a composition with its creditors or a part thereof; or
iv. in the event of attachments of its assets or a part thereof, or if it should proceed to sale or liquidation of its business; or
v. in the event of death of the Customer, or being placed in receivership or in the event the Customer should lose control over or of the management of its business or a part thereof;
the Customer shall be in default by operation of law and each claim, which is charged to or acquired by Logic Supply shall be immediately payable in one lump sum without notification of default thereof being required.
- 14.2. In the cases specified under article 14.1, Logic Supply is entitled, without any notice of default being required, to suspend unilaterally the further execution of the agreement or to have it dissolved in whole or in part.
- 14.3. Logic Supply is authorized at all times to claim damages from the Customer, as well as to repossess the goods delivered.
- 14.4. In the event the Customer wishes to dissolve the agreement, it is required at all times to first give Logic Supply notification of default in writing, and to grant Logic Supply a reasonable period to still fulfil its obligations, or to remedy shortcomings, which shortcomings the Customer is required to describe precisely in writing.
- 14.5. At no time shall the Customer be entitled to dissolve the agreement in whole or in part, or to suspend its obligations, if the Customer itself was in default of the fulfillment of its obligations.
- 14.6. In the case of dissolution of the agreement in whole or in part, the Customer may not make claim on or undo performances already carried out by Logic Supply, and Logic Supply has a full, unimpaired, right to payment for performances it has already carried out.
- 14.1. If:
15. Logic Supply websites and Links to Other Websites
- 15.1. Although the information on a Logic Supply website has been compiled with all due care, Logic Supply cannot guarantee that it is accurate, complete, or up-to-date. The information may be changed at any times, without further notification. Logic Supply is entitled to cease making the information available on a Logic Supply website or to restrict the access thereto.
- 15.2. Logic Supply is not liable for any damages arising from the use of (or impossibility of using) a Logic Supply website, this including damages as a consequence of viruses or incorrectness or incompleteness of information. Logic Supply is furthermore, not liable for damages as a consequence of the use of electronic means of communication with a Logic Supply website, this including – but not limited to – damages as a consequence of non-delivery or delay in the delivery of electronic messages, interception or manipulation of electronic messages by third parties or by software/apparatus used for electronic communication and the transmission of viruses.
- 15.3. A Logic Supply website contains links to external Internet pages. Logic Supply is not liable for the use of or for the content of those pages so linked, or for those of Internet pages which contain links to a Logic Supply website.
16. Intellectual Property Rights
- 16.1. Intellectual property rights, those in all events including the copyright and the databank right, with regard to the content of a Logic Supply website and the look and feel of a Logic Supply website are vested exclusively in Logic Supply and/or its licensors.
- 16.2. The content of a Logic Supply website is exclusively intended to inform Customers about products, systems and services of Logic Supply and to offer Customers the opportunity to buy those products, systems and services. Thereby, the Customer is not permitted (i) to remove or to change any notice concerning copyrights, brands, trade names or any other intellectual property right; (ii) to change the content of a Logic Supply website; and/or (iii) to download such large amounts of the content of a Logic Supply website to a database or other computer in order to use those parts of the content of the website instead of using the actual content of a Logic Supply website.
- 16.3. It is forbidden to copy, reproduce, upload, download, post on other sites, reproduce in other frames or to use the content of a Logic Supply website or parts thereof for purposes other than those specified in article 16.2.
- 17.1. Logic Supply processes personal data in accordance with the Netherlands Personal Data Protection Act (Wet bescherming persoonsgegevens) and other applicable legislation and regulations. The privacy rules and regulations upheld by Logic Supply are specified on a Logic Supply website.
18. Complaints handling scheme
- 18.1. If a Customer has a complaint, it may address such complaint to Logic Supply by e-mail or by ordinary mail. The contact data of Logic Supply are specified on a Logic Supply website. Logic Supply shall contact the Customer as soon as possible once in receipt of the complaint.
- 19.1. Logic Supply focuses primarily on business Customers. Persons who are not acting in the operation of a profession or business – e.g. consumers – are, however, welcome and may order products, systems and services via a Logic Supply website. A consumer may at all times invoke the mandatory provisions of consumer law.
- 19.2. Oral arrangements are only valid if they are confirmed by e-mail or in writing. Deviations on and additions to these General Terms and Conditions shall only be valid if parties have explicitly agreed so in writing in an offer accepted by the Customer.
- 19.3. If Logic Supply does not always demand strict observance of these General Terms and Conditions, such does not mean that the provisions thereof shall not apply, or that Logic Supply would lose its right to demand strict compliance with these provisions in other circumstances.
- 19.4. For interpretation of translations of these General Terms and Conditions, the Dutch version shall prevail.
- 19.5. In the event one or more provisions of the agreement between Logic Supply and the Customer should turn out not to have binding effect, the remaining provisions of that agreement shall remain in full force between parties.
- 19.6. Parties undertake to replace the non-binding provisions by such provisions, which are binding and which – in light of the objective and purport of the agreement – deviate as little as possible from the non-binding provisions.
20. Competent Court/ Applicable Law
- 20.1. The laws of the Netherlands are exclusively applicable to these General Conditions of Sale and to all agreements, orders, quotations, supplies, a Logic Supply website and to each other possible legal relationship with a Customer. Applicability of the Vienna Sales Convention is explicitly excluded.
- 20.2. All disputes which may arise between Logic Supply and the Customer shall exclusively be settled before the competent Court at The Hague.