Terms and Conditions
GENERAL TERMS AND CONDITIONS OF ALL CONNECT SOLUTIONS B.V.
All Connect Solutions B.V. is registered with the Chamber of Commerce and Industry Utrecht under number 30270496.
General Terms and Conditions
Article 1. Definitions
In these general terms and conditions, the following definitions apply:
1.1 All Connect Solutions B.V., hereinafter referred to as ACS.
1.2 User of the General Terms and Conditions: ACS, hereinafter referred to as user;
1.3 Client: any natural or legal person who has entered into an agreement with ACS for the supply of products and/or the provision of services.
Article 2. Applicability of these terms
2.1 These terms apply to every offer and every agreement between the user and a client to which the user has declared these terms applicable, unless expressly agreed otherwise in writing.
2.2 These terms are also applicable to agreements with the user, for the performance of which third parties must be involved.
2.3 If the client also uses general terms and conditions, the general terms and conditions of ACS prevail.
Article 3. Offer, quotations, offers, agreement
3.1 Although the user will exercise the necessary care in formulating his offers, including price lists and other data that may indicate any (prospective) legal relationship between the user and the other party, the client can never derive any justified trust regarding the correctness of the data included therein, unless expressly agreed otherwise in writing.
3.2 All images, drawings, data concerning weights, dimensions, colors, etc., are only approximate. Deviations from reality cannot give rise to compensation and/or dissolution.
3.3 Offers and quotations from the user are non-binding. If the offer relates to (a) (GSM or GPRS) subscription(s) or agreement with a mobile or fixed network, the date on which the client is connected to the (GSM or GPRS) network is decisive for the then applicable rates. It must be explicitly stated that the date on which the agreement with the user is entered into is not binding unless the parties expressly agree otherwise in writing.
3.4 The issuance of a price quotation, budget, preliminary calculation, or similar communication, whether or not designated as an offer, does not obligate the user to enter into an agreement with the client unless the parties have expressly agreed otherwise in writing.
3.5 For the conclusion of subscriptions and/or agreements with networks, the user acts as an intermediary. The user can in no way be held liable if the network provider with whom the actual agreement is made decides not to enter into an agreement or fails to comply with the agreements. In this mentioned agreement between the client and the network provider, the general terms and conditions of the relevant network provider apply.
3.6 The user can also not be held liable for insurances, repairs, installations, and shipping for which the user acts as an intermediary, provided the user has not been negligent or incomplete in the provision of information about this service. In such a case, the client should turn to the relevant service provider.
Article 4. Contract duration; execution period
4.1 The agreement is entered into for an indefinite period, unless the parties expressly agree otherwise in writing.
4.2 If a deadline for the completion of specific work has been agreed upon within the term of the agreement, this is never a firm deadline. If the execution period is exceeded, the client must therefore give the user written notice of default.
General Terms and Conditions All Connect Solutions B.V. V06-2024
Article 5. Confidentiality
Both parties are required to maintain the confidentiality of all confidential information they have obtained from each other or from another source within the framework of their agreement. Information is considered confidential if it has been indicated as such by the other party or if this arises from the nature of the information.
Article 6. Intellectual property
6.1 The user reserves the rights and powers to which it is entitled under the Copyright Act.
6.2 All documents provided by the user, such as reports, advice, designs, sketches, drawings, software, etc., are intended solely for use by the client and may not be reproduced, made public, or brought to the attention of third parties without the user's prior consent.
6.3 The user also reserves the right to use the knowledge gained during the execution of the work for other purposes, provided that no confidential information is brought to the attention of third parties.
Article 7. Delivery
7.1 Unless otherwise agreed, delivery takes place ex-shop/warehouse of the user at Helsinkilaan 8 (3446AH), Woerden.
7.2 The client is obliged to take delivery of the purchased items at the moment they are delivered to him or at the moment they are made available to him according to the agreement. Otherwise, a penalty of €250,- will be imposed.
7.3 If the client refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the items will be stored at the client's risk. In such cases, the client will owe all additional costs, including but not limited to storage costs, increased by a penalty of €250,-.
7.4 Delivery of purchases takes place at the client's expense unless otherwise agreed. The user reserves the right to specify such costs separately when concluding the agreement.
7.5 The user reserves the right to deliver and invoice ordered items in partial shipments.
Article 8. Delivery time
8.1 The delivery times indicated by the user are only approximate and are not firm deadlines, but the final delivery time will not be exceeded by more than four weeks, barring force majeure. Exceeding a delivery time can never lead to compensation or any other action against the user, unless otherwise agreed, and except in cases of intent or gross negligence on the part of the user.
8.2 Longer delivery times must be communicated to the client in a timely manner.
8.3 The user's obligation to meet an agreed-upon final delivery deadline lapses if the client wishes to make one or more changes to the specifications of the order.
8.4 If delivery is not timely, the client must give the user written notice of default and grant the user a reasonable period to fulfill its obligations.
Article 9. Technical requirements, etc.
9.1 If the articles to be delivered in the Netherlands must be used outside the Netherlands, the user is responsible for ensuring that the items to be delivered meet the technical requirements or standards imposed by laws or regulations of the country where the items are to be used, but only when the use outside the Netherlands has been explicitly mentioned at the time of purchase.
Article 10. Warranty
10.1 The user provides no other warranty than the warranty provided by the manufacturer of the item, the so-called factory warranty, unless expressly agreed otherwise in writing. Regarding material, design, and manufacturing defects, the period guaranteed by the manufacturer of the respective item applies.
10.2 If the warranty referred to in paragraph 1 applies and the delivered goods show a defect, the user is obliged to have the goods repaired within 30 days after the client has reported the defect in writing.
10.3 All items must be submitted to the user for repair.
10.4 The user may choose to replace the items. Repairs under €50,- excluding VAT will be processed automatically. Repairs above €50,- excluding VAT will only be processed after approval by the client. The above repair procedure does not apply to prepaid and sim-lock devices. For complaints about these devices, the client must contact the relevant network directly.
10.5 The warranty expires if the client causes damage due to improper handling of a guaranteed item. Improper handling includes: improper use of the items, non-compliance with the use and maintenance instructions prescribed by the manufacturer, dropping, hitting, or otherwise subjecting the items to shocks.
10.6 The client must demonstrate that the item shows a defect within the warranty period for which this warranty applies. The warranty expires if the type or serial number of an item has been removed or altered.
Article 11. Retention of title, right of suspension, and right of retention
11.1 The goods and parts delivered and present with the client remain the property of ACS until the client has paid the entire agreed price. Until that time, ACS can invoke its retention of title and reclaim the items.
11.2 If the agreed advance payments are not made in full, ACS has the right to suspend the work until the agreed amount is paid in full. This constitutes creditor's default. A delayed delivery cannot be held against ACS in such cases.
11.3 If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, ACS has the right of retention. The item will not be delivered until the client has paid in full and in accordance with the agreement.
11.4 In the event of liquidation, insolvency, or suspension of payment by the client, the obligations of the client are immediately due and payable.
Article 12. Risk
The risk of loss or damage to items that are the subject of the agreement passes to the client upon delivery at the address specified by the client.
Article 13. Defects; complaint periods, returns
13.1 The client must examine the purchased items upon delivery – or as soon as possible thereafter. The client must check whether the delivered item complies with the agreement, including whether the correct item has been delivered in the correct packaging and whether the delivered item meets the agreed quality requirements or, if absent, the requirements that may be expected for normal use.
13.2 If a visible defect or shortcoming is discovered, the client must notify the user in writing within 3 days of delivery.
13.3 A non-visible defect must be reported in writing to the user within 3 days of discovery, but no later than 12 months after delivery.
13.4 In consultation between the client and the user, delivery of missing items, repair, replacement, or refund may occur. If the above term is exceeded, the right to complain expires. After the expiration of the above term, the user is deemed to have fulfilled its obligations correctly, and it is assumed that the client has received the items in good order, subject to proof to the contrary by the client.
13.5 If the client, for any reason, does not wish to take delivery of a product, the client has the right to return the product to the user within 7 working days after delivery. Returns are accepted only if the product's packaging is undamaged and the packaging has not been opened, and it is also stipulated that the return shipping costs are borne by the client. If a service contract, such as a (GSM or GPRS) network provider contract, is linked to the purchased product, this article does not apply to the service, and the client must direct any complaints about this service to the service provider, provided the user has not been negligent or incomplete in providing information about this service unless the parties have expressly agreed otherwise in writing.
13.6 The user accepts returned items, as mentioned in article 13.5, only if and insofar as it has previously agreed to this return in writing, by fax, or by e-mail, and then only if these items are delivered to the address specified by the user in the original packaging and in the condition in which the user delivered these items to the client.
Article 14. Price increase
14.1 Prices are based on the cost prices, exchange rates, wages, taxes, duties, freight, and charges existing at the time of the order confirmation. Increases in these that could not be foreseen by ACS at the time of the offer or the conclusion of the agreement may give rise to price increases.
14.2 All prices on offers, quotations, and invoices are quoted in Euros, excluding VAT and any other government levies, unless expressly stated otherwise.
14.3 ACS has the right to adjust the fees to be charged to the client as of January 1, based on the service price index (SPI) or consumer price index (CPI) published by the CBS, as applicable.
Article 15. Payment
15.1 Unless otherwise agreed, payment must be made within 7 days to account NL08ABNA 061.64.25.813 in the name of All Connect Solutions.
15.2 If no other payment conditions are agreed upon, delivery will take place cash on delivery, allowing refusal at the door. If purchased on account, the invoices must be paid by the client within 8 days of the invoice date unless the payment conditions on the invoice state otherwise.
15.3 After 10 days from the invoice date, the client is in default by operation of law; in that case, all claims of whatever nature from the user to the client become immediately due and payable. From the moment of default, the client also owes statutory interest on the due amount and the collection costs/lawyer's fees.
15.4 In the event of late payment as referred to in paragraph 2 of this article, the client, in addition to the due amount and accrued interest, is also obliged to fully reimburse both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs, and collection agencies.
15.5 In the event of bankruptcy or suspension of payment by the client, the user's claims and the client's obligations towards the user are immediately due and payable.
Article 16. Collection costs
16.1 If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs to obtain satisfaction out of court are at the client's expense. In any case, the client owes, in the event of a money claim:
For the first €2,500: 15%, with a minimum of €40,-
For the next €2,500: 10%
For the next €5,000: 5%
For the next €190,000: 1%
Above €200,000: 0.5%
16.2 If the user can demonstrate that higher costs were incurred, which were reasonably necessary, these are also eligible for reimbursement.
Article 17. Liability
17.1 The user's liability under the agreement with the client is limited to an amount equal to the agreed price.
17.2 For defects in delivered goods, liability is governed by article 10 of these terms.
17.3 The above limitations do not apply if the damage is due to intent and/or gross negligence and/or culpable conduct by the user or its subordinates.
17.4 The user is not liable for damage of any kind resulting from or after the client has used the delivered item, has processed it, delivered it to third parties, or made it available to third parties.
17.5 The user is not liable for damage in the form of lost turnover, reduced goodwill, or the client's profession and/or activity, or any other consequential damage.
Article 18. Force majeure
18.1 In these general terms and conditions, force majeure means what is understood in law and case law, all external causes or circumstances, whether foreseen or unforeseen, over which the user has no control but which prevent the user from fulfilling its obligations, including strikes at the user's premises. These circumstances also include problems with suppliers, transport, and shipping facilities, and measures from government authorities.
18.2 The user is also entitled to invoke force majeure if the circumstance preventing (further) performance occurs after the user should have performed its obligation.
18.3 During the force majeure, the user's delivery and other obligations are suspended. If the period during which compliance with the user's obligations is not possible due to force majeure lasts longer than 6 weeks, both parties are entitled to dissolve the agreement in writing, without any obligation to pay damages.
18.4 In the event of force majeure, the client has no right to any (damage) compensation.
18.5 If the user has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to separately invoice the part already delivered or deliverable, and the client is obliged to pay this invoice as if it were a separate contract. This does not apply if the part already delivered or deliverable has no independent value.
Article 19. Termination
19.1 Both parties may terminate the agreement in writing at any time. In such cases, the parties must observe a reasonable notice period.
Article 20. Dissolution of the agreement, default
20.1 If the client does not or does not timely fulfill any obligation arising from the agreement and/or these General Terms and Conditions, the client is in default without notice of default, and the user is entitled to suspend or dissolve the performance of all agreements with the client in whole or in part.
20.2 In the event of (temporary) suspension of payment, bankruptcy, cessation, or dissolution of the client's business or organization, all agreements with the client are dissolved by operation of law, unless the user informs the client within a reasonable period that it requires compliance with the entire agreement or part of it. In such a case, the user is entitled to suspend the performance of the relevant agreement(s) without notice of default until payment is sufficiently secured.
Article 21. Personal data
21.1 Personal data entered by the client will be included in a file solely for the purpose of execution.
21.2 The client's data will be included in a central file of the user and will only be used to keep the client fully up to date regarding the user's business and services, unless the client has indicated that it does not wish to receive such updates. The processing of the client's data will be carried out in accordance with applicable laws and regulations.
21.3 The client may, if desired, obtain access to the data recorded about him by the user in the user's file. The client is entitled to request corrections if this data is not correct.
General Terms and Conditions All Connect Solutions B.V. V06-2024
Article 22. Dispute resolution
22.1 The court in the user's place of residence has exclusive jurisdiction to hear disputes, unless the cantonal court is competent. Nevertheless, the user remains entitled to summon the client before the competent court under the law or treaty.
Article 23. Applicable law
23.1 Dutch law applies to these general terms and conditions and all agreements entered into by the user with a client.
Article 24. Changes and location of the terms
24.1 These terms have been filed with the Chamber of Commerce in Utrecht.
24.2 The version filed last or the version applicable at the time of the transaction in question applies.
Article 25. Miscellaneous
25.1 If the client provides the user with an address in writing, the user is entitled to send all orders to that address until the client provides the user with a new address.
25.2 If the user has, either for a short or long period, tacitly allowed deviations from these terms, this does not affect its right to demand immediate and strict compliance with the terms. The client can never assert any right based on the fact that the user applies these terms flexibly.
25.3 The user is authorized to use third parties in the execution of the client's order(s).