Article 1- Applicability
1)The following conditions apply to all offers and any transaction between the Customer and Golden Hightech B.V. In those conditions, Golden Hightech B.V. is declared as "we" or "us" and the other party as "client" or "customer".
2) Different conditions are only applicable if they are confirmed in writing by the Director of Golden Hightech B.V..
3) Unless otherwise expressly agreed in writing by us, the purchase of the client is not valid.
Article 2 - Offers
1) All our offers are without obligation, while we are not bound to graphics and / or data documentation from us or third parties.
2) Agreements and/or offers are only legal after it has been signed and/or confirmed by us.
Article 3 - Delivery
1) After delivery, all goods/products are at the risk of the Customer.
2) Upon delivery, the customer has the obligation to confirm whether the goods and/or services are up to the agreement. Alleged discrepancies are covered by Article 4 - Complaints.
Article 4 - Complaints
1) All complaints must be submitted in writing within eight days after delivery of the goods and/or services. If that period is exceeded, any and all claims against Golden Hightech B.V. in respect of those defects will lapse. The customer will be deemed to have approved the goods and/or services in that case.
2) If the client´s requirements are not fully and accurately been communicated, we assume the claim unfounded and we assume no liability.
3) A complaint does not suspend payment.
Article 5 - Prices
1) All of our public prices are based on relevant price factors at the time of signing the contract. These factors could change and even become known only after signing the contract with the client.
2) If we have to raise the price of a signed contract, due to factors listed in 1), the client has the right to examine the agreement by registered mail to us without compensation.
3) General price increase and termination of price increase, can only occur if the supply of goods or services from a particular agreement has not started.
4) Prices do not include sales and other taxes.
Article 6 – Delivery Time
1) Our confirmation of agreed delivery deadlines are respected as much as possible by us. We are not responsible for deviations from the stated delivery times.
2) In no case, the client is entitled to cancel the agreement, the receipt of goods or the payment thereof to refuse or to claim damages.
3) Exceeding the delivery deadline is never a fault in providing goods to the client. To this effect, it is the client`s obligation to give effect to the agreement.
Article 7 – Payment
1) Payment of the invoice amount must be within thirty days from the invoice date, without discount or compensation.
2) Failure to pay within the 30 days period, will result in cancellation of delivery of ordered goods and/or suspension of services until the total outstanding balance is paid. Respectively, the Customer is legally bonded without prior notification or without a formal notice.
3) We have the right to charge interest of 2% per month based on the total amount of the invoices to pay. To this, a fee of 50,- Euro will also be added for Administration costs.
4) In reason of Customer`s agreement`s change, if the delivered goods and/or services are not operational on the agreed date between us and the Customer, the billing will start 5 days after reception.
5) All costs, both judicial and extrajudicial, also including the cost of applying for bankruptcy services, are Client`s responsibility and should be paid by him.
6) We are entitled to stop the service if, after 15 days of the final payment date the payment is not received by us.
7) All costs covered by the payment, including foreign exchange and bank charges are borne by the client.
Article 8 – Property of goods
1) All goods delivered to the customer remain our property. If there is a sale, all goods delivered to the client remains our property until all amounts are paid by the customers, therefore, agreements are fully met. In all other cases the goods at all times remains our property. The client is responsible for the leased property and should be handed over to us after the termination of the contract.
2) In the event where our goods are or will be in the hands of a third party, the client is obliged to inform us immediately in writing. The costs for the custody of our rights in connection therewith be borne by the client.
Article 9 - (Intellectual) Property
1) On delivery of software and / or services, accommodation and the property rights of industrial and intellectual property remains our responsibility.
2)The customer is only entitled to use the software supplied by us and / or services used for the purposes for which we express consent. Unless we give its prior consent in writing, the client software supplied and / or services and documentation cannot be copied or disclosed. In violation of this, we will discontinue the service immediately.
Article 10 - Duration, termination, renewal
1)The duration of our contracts is always one (1) year, unless otherwise agreed.
2) Cancellations are only accepted if sent by registered mail no later than three months before the expiry of the contract. When properly terminated, the contractor therefore always receive a written confirmation.
3) If not, or in the manner indicated by point 2, a renewal of another (1) year will take effect.
4) In the event of a cancellation, a general cancellation fee will be charged depending on type of service(s) as well as a fee of €50 (fifty euros) per location will be added as administration charge.
Article 11 – Warranty
1) If the provided equipment is sold by us but provided by a subcontractor, only the warranty of that supplier will be provisioned. We will advise the client about the applicable provisions.
2) Only if a maintenance agreement has been concluded or if there is a usage which includes maintenance (a "service") we will perform the repair with no cost. Therefore, we will charge the cost of repair to the Customer in case there is Customer`s misuse of that equipment and or other causes attributable to the Customer`s improper usage. Recovery of any lost data and consequential damages never fall under warranty. The warranty does not apply if the equipment, software or configuration is done by third party.
Article 12 – Disclaimer of Liability
1) We and the ones responsible for implementing the agreement, our staff included, cannot in any way be liable by the customer for damages of any kind, loss of profits or consequential damages and by whom or any organization suffered, resulting from or in connection supplied by us or provided products or services, unless such damage is due to intent or gross negligence.
2) Our liability shall at all times be based solely on the current contract.
3) If there is a situation where third party installed our new hardware or software the operation is not guaranteed. Neither of the new hardware or software, nor the existing software. We can never be held responsible for an incorrect operation in general.
4) We are not responsible for any loss of data, in any situation.
Article 13 - Force Majeure
1) In case of force majeure we are entitled to dissolve the agreement without judicial intervention and without being obliged to pay any compensation.
2) Circumstances beyond our means, anything that occurred and which can ascribed to us in not fulfilling our agreement, are not our responsibility.
3) Force majeure includes: floods, earthquakes, war, revolution, terrorism, fire, strike, lockout, sabotage, severe increase in tax or other government measures, which excessively affect the operations, failure of suppliers, devaluation and inflation and other circumstances, what the normal course of our business prevents or seriously hinder.
Article 14 - Miscellaneous Provisions
1) If any provision of these terms in the opinion of the competent court is not applicable or contrary to public policy or law, the provision will only be considered as not written and the parties will be replaced by one or more provisions which as closely as possible the conflicting provision (s) without in turn coming into conflict with public policy or law and will, moreover, these conditions remain in full force.
2) All our offers and our agreements are subject to Dutch law.
3) If any disputes between us and the client should arise, we have the right to solely be judged by the competent court in Rotterdam, even if the client is established abroad. We have the right to a dispute with a foreign client of settlement by the foreign jurisdiction.
4) We are entitled to have all the foregoing provisions of these terms unilaterally change. An amendment shall take effect from the date of the filing with the Chamber of Commerce.
5) In this Agreement, the terms and conditions applicable to registered May 1 2012.