GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

In these general terms and conditions of sale and delivery, XNotebooks® is understood to mean De Greef Computers (D.G.C) acting under the trade name XNotebooks® (established in ‘s-Hertogenbosch), the other party is understood to mean the natural or legal person, or his legal successor(s), for the benefit of whom products are delivered and/or services are performed by or on behalf of XNotebooks®.

  1. These conditions apply to every offer, quotation and agreement between XNotebooks® and the other party to which XNotebooks® has declared these conditions applicable, insofar as the parties have not explicitly deviated from these conditions in writing.
  2. These conditions also apply to agreements with XNotebooks® for the execution of which third parties are to be involved.
  3. The applicability of general terms and conditions used by the other party is expressly rejected.
  4. If any provision in these general terms and conditions cannot be invoked, that provision shall have as much meaning in terms of content and purport as possible.
  1. All offers of XNotebooks® are without obligation.
  2. XNotebooks® cannot be held to its offers and quotations if the opposing party, in terms of reasonableness and fairness and in society accepted views, should have understood that the offer or quotation or a part thereof contains an obvious mistake or error.
  3. If the acceptance (except on minor points) differs from the offer contained in the offer, XNotebooks® is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless XNotebooks® indicates otherwise.
  4. A compound quotation does not oblige XNotebooks® to deliver part of the items included in the offer or quotation at a corresponding part of the quoted price.
  5. Offers or quotations do not automatically apply to repeat orders.
  6. If the other party places an order or an order, the agreement will only be concluded if XNotebooks® accepts this in writing via e-mail, post, fax or otherwise, or starts the execution thereof.
  1. XNotebooks® shall, at the request of the other party, carry out all changes in the order or assignment indicated by the other party, provided that they are reasonably feasible and with the right to charge the agreed additional price.
  2. If XNotebooks® installs items on the ordered product, all additional work is at the expense and risk of the other party. Unless otherwise stated, these general terms and conditions apply to these activities.
  3. f Xnotebooks® installs items on the ordered product, it is a configured product as referred to in Article 13.2. Ordering or return as referred to in the law “Protection of the consumer in distance contracts” (Distance Selling Act) is then not possible.
  4. Minor deviations with regard to technical specifications, specified dimensions, weights, numbers, colours and other such data shall not be regarded as shortcomings. The commercial practices determine whether there are minor deviations.
  5. All photos, thumbnails, images, drawings and data concerning versions, weights, dimensions, colours, etc. are approximate only. Deviations from reality cannot give rise to compensation and/or dissolution if these deviations are not deviations that are essential for the performance.
  1. Unless otherwise stated, all prices are inclusive of VAT and exclusive of shipping costs as stated on the Xnotebooks® website.
  2. The prices mentioned in the offers, agreements and on the website of XNotebooks® are subject to revision if, in the opinion of XNotebooks®, it appears that a manifest error has been made in the calculation thereof and if, due to unforeseen changes in import duties, production costs or currency changes that relate and/or have an effect on the offered product, Xnotebooks® cannot be required to deliver at the originally offered or agreed price.
  1. If XNotebooks® has specified a delivery date, this is indicative. A specified delivery time is therefore never a deadline. If delivery by XNotebooks® cannot take place within this period, XNotebooks® shall inform the other party as soon as possible of the expected new delivery date. The final delivery time will never exceed the given delivery time by more than 30 days, unless there is a case of force majeure. If a term is exceeded, the other party must give XNotebooks® written notice of default in order to be able to invoke dissolution of the agreement.
  2. The other party can choose to collect the goods to be delivered from the Xnotebooks® office in Den Bosch, or have them delivered. If the other party opts for delivery, the other party must accurately indicate when and where – within the Netherlands – the goods to be delivered by XNotebooks® must be delivered. The other party must provide all information required by XNotebooks® with a view to the shipment of the goods.
  3. Unless otherwise agreed in writing, the method of transport, shipping, packaging, etc. is determined by XNotebooks®, all shipments are fully insured by XNotebooks®.
  4. The other party is obliged to take delivery of the purchased goods at the moment when they are available to it or are handed over to it.
  5. If the other party refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the items intended for delivery will be stored at the other party’s risk after XNotebooks® has notified him. In that case, the other party will owe all additional costs.
  6. If it has been agreed that delivery will be carried out in stages, XNotebooks® may suspend the execution of those parts that belong to a subsequent stage until the other party has approved the results of the preceding stage in writing.
  7. If XNotebooks® requires information from the other party within the framework of the execution of the agreement, the delivery time shall commence after the other party has made this information available to XNotebooks®.
  1. Payment by the other party must be made within the term stated on the order confirmation and/or invoice and in the manner stated therein. XNotebooks® has the right at all times to require advance payment, cash payment, or security for payment.
  2. In the event of late payment, all payment obligations of the other party, regardless of whether XNotebooks® has already invoiced in this respect, become immediately due and payable.
  3. In the event of late payment, the other party shall owe a monthly interest of 1.5%, or the statutory interest if this is higher than the aforementioned interest. In addition, each invoice shall be increased by a fixed compensation of 10% with a minimum of 75 Euros.
  4. Payments made by or on behalf of the other party shall successively serve to pay the extrajudicial collection costs owed by it, the judicial costs, the interest owed by it and then, in order of age, the outstanding principal amounts, regardless of instructions to the contrary from the other party.
  5. The other party may only object to the invoice in writing within the payment term, stating the objections.
  6. XNotebooks® may, without being in default, refuse an offer of payment if the other party indicates a different order of allocation.
  7. XNotebooks® may refuse full repayment of the principal if the outstanding and accrued interest and costs are not also paid.
  1. If the other party is in default or in default with the fulfilment of one or more of its obligations,
    then all reasonable costs for obtaining payment in and out of court shall be for his account.
  2. If XNotebooks® proves to have incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
  3. Extrajudicial collection costs shall be charged to the other party in accordance with the applicable collection rate.
  1. If there is a well-founded fear that the other party will not strictly fulfil its obligations, XNotebooks® shall be entitled to provide the other party with a form of security desired by XNotebooks® and, if necessary, to supplement it for the fulfilment of all its obligations. As long as the other party has not complied with this, XNotebooks® shall be entitled to suspend fulfilment of all its obligations until the time at which the said security or fulfilment has been fulfilled.
  2. If the other party has not complied with a request as referred to in paragraph 1 within 14 days after a written reminder to that effect, all its obligations shall become immediately due and payable, or XNotebooks® shall be entitled to consider the agreement as dissolved without judicial intervention.
  1. XNotebooks® retains the ownership of the goods delivered or to be delivered by it, until it has been fully met:
    1. the performances owed by the other party for all goods delivered or to be delivered under the agreement as well as work performed or to be performed under such agreement;
    2. claims due to the other party’s failure to perform such agreement(s);
  2. If the other party forms a new item from or also from the items referred to in paragraph 1, this shall be an item that XNotebooks® shall form for itself and the other party shall keep for XNotebooks® with XNotebooks® as owner until all obligations as referred to in paragraph 1 have been fulfilled.
  3. If the other party is in default with regard to the performances referred to in paragraph 1, XNotebooks® shall be entitled to recover the goods belonging to it itself from the place where they are located at the expense of the other party. The other party hereby irrevocably authorizes XNotebooks® to enter or have entered the rooms used by or for the other party for that purpose.
  4. The other party hereby pledges to XNotebooks®, who accepts this pledge, all items of which the other party becomes the (co-)owner by forming a business, accession, mixing/mergering/merging with the items delivered and/or to be delivered by XNotebooks® as security for all that XNotebooks® has or will have to claim from the other party at any time.
  1. XNotebooks® guarantees that the items to be delivered meet the usual requirements and standards that can be set for them.
  2. If the delivered item does not correspond to what was agreed and this non-conformity is a defect within the meaning of the product liability regulation, XNotebooks® is not liable for the resulting consequential damage.
  3. The purchase invoice is the guarantee certificate for the delivered goods.
  4. The warranty period (manufacturer’s warranty) on notebooks/laptops is 2 years from date of invoice and on batteries and adapters 6 months. Without prejudice to the foregoing, the other party cannot invoke the above guarantee provisions if:
    1. the other party has made changes to the items or added components that were not supplied by XNotebooks® and as a result damage occurs to the items supplied, including repairs that were not carried out by or on behalf of XNotebooks®;
    2. if any warranty seals are broken or removed;if the defects are wholly or partly the result of incorrect, careless or incompetent use;
    3. if the other party has treated the goods negligently in any other way, or has treated the goods in such a way that the risk should be at the other party’s expense;
    4. if the defects have occurred as a result of liquid damage, contamination, lightning strikes, fire or water damage, or as a result of other external causes or calamities;
    5. if the defects are the result of normal wear and tear.
  5. Warranty work is carried out on XNotebooks® in Den Bosch. If the other party so wishes, warranty work can also be carried out elsewhere against payment of travel and accommodation costs, transport costs for testing equipment, etc.
  6. Repairs and replacements that are not covered by the warranty are carried out at fixed rates, which can be requested from XNotebooks®, and will only be carried out after a written order to that effect by fax, e-mail or otherwise.
  7. XNotebooks® does not give any warranty / support on software.
  8. The other party shall neither remove nor change any distinguishing marks with regard to the intellectual property rights of the rightholder. The other party is permitted to resell the software to end users.
  1. The other party is obliged to inspect the delivered goods at the time of delivery, but in any case within the shortest possible period of time. The other party must also examine whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements that apply to them in normal (commercial) transactions.
  2. The other party must immediately notify XNotebooks® of any visible shortages regarding a product or service delivered by XNotebooks®, in writing and motivated, within 8 working days after delivery at the latest by e-mail, post or fax. After the expiry of the above term, XNotebooks® shall be deemed to have fulfilled its obligations correctly and it shall be assumed that the other party has received the goods in good order, unless the other party provides evidence to the contrary.
  3. The other party must report an invisible defect to XNotebooks® as soon as possible, but at the latest within the warranty period, taking into account the provisions of the previous paragraph of this article. After expiry of the warranty period, XNotebooks® is entitled to charge all costs for repair or replacement, including administration, shipping and call-out costs.
  4. Xnotebooks® should be given the opportunity to investigate the complaint. To this end, the other party must hand over the defective item with the purchase invoice to Xnotebooks® unless this is impossible or very onerous. In that case, the other party may consult with Xnotebooks® about shipment in which the risk of damage occurring during transport is entirely at the risk of the other party and with due observance of the provisions of article 13 paragraph 1.
  5. If the other party honours a complaint made in accordance with paragraph 2 of this article by XNotebooks®, XNotebooks® shall proceed to repair the detected defect free of charge.
  6. After the warranty period has expired, XNotebooks® is entitled to charge all repair or replacement costs, including administration, shipping and call-out costs.
  1. If the other party wishes to return defective goods, this shall be done with the prior written consent of XNotebooks® and in the manner indicated by XNotebooks®.
  2. With regard to agreements that fall under the Distance Selling Act (Other Party – exclusively in the capacity of Consumer only for The Netherlands) XNotebooks® is not obliged to take back the goods delivered by it and to return the sales price, as far as the Other Party concerns the Hardware and/or software of which or it concerns a configured product. No changes may have been made on or to the delivered product and the delivered product must be in an undamaged condition; all documentation, guarantee certificates and packaging materials must be enclosed with the return shipment;
  3. There is a reflection period of 14 days for consumers, if purchased remotely(only in The Netherlands). A return shipment must be in the possession of XNotebooks® again no later than the 15th day after receipt of the goods delivered by the other party. This cooling-off period only applies to non-configured products. Batteries and power adapters are not taken back.
  4. The shipping costs and the insurance during transport are for the account of the other party. XNotebooks® may deduct the costs of returning the items by the other party to XNotebooks® from the purchase price to be refunded to the other party if the items have not been shipped carriage paid.
  1. The database, database structure and database information, as well as all documentation, sales brochures, images, drawings, etc., whether or not recorded on paper or on the website, which are provided by XNotebooks® to the other party, remain the property of XNotebooks®. The other party is not entitled to use these other than for the purpose of using the goods to which they relate.
  2. The other party shall not be entitled to disclose to third parties the documents referred to in paragraph 1 or the data contained therein or otherwise made known to it, unless XNotebooks® has given its express written permission to do so.
  3. In case of violation of the provisions of paragraphs 2 and 3, the other party shall owe a fine of 1000 Euro for each violation, regardless of all other rights of XNotebooks® to compliance, dissolution, compensation, etc.
  4. The other party indemnifies XNotebooks® against claims regarding infringement of intellectual property rights of third parties as a result of e.g. changes to an item delivered by XNotebooks®, application of that item to a manner other than prescribed by XNotebooks® or integration of the item with an item not delivered by XNotebooks®.
  1. If the other party does not, not properly or not on time meet any obligation, which may arise for him from the agreement, and in case of bankruptcy, suspension of payment or placement under guardianship of the other party, XNotebooks® is entitled, without any obligation to compensation and without prejudice to its other rights, to consider the agreement entirely or partially dissolved without judicial intervention, or to suspend the (further) execution of the agreement. In such cases XNotebooks® is also entitled to demand immediate payment of the amount due to it.
  2. If proper performance by XNotebooks® as a result of one or more circumstances that are not the responsibility of XNotebooks®, under which the circumstances mentioned in the following paragraph, is wholly or partially impossible, either temporarily or permanently, XNotebooks® shall be entitled to consider the agreement as dissolved without judicial intervention.
  3. Furthermore, XNotebooks® is authorized to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be demanded according to the standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be demanded.
  1. If XNotebooks® is liable for damage, of whatever nature or magnitude, that has arisen as a result of or in connection with the performance by or on behalf of XNotebooks® of what has been agreed with the other party, the liability of XNotebooks® shall be limited to the amount of the invoice/amount covered by the insurance company.
  2. In any case, XNotebooks® is never liable:
    1. for business and/or consequential damage, caused by whatever cause;
    2. for damage resulting from incorrect, careless or incompetent use, or from use for purposes other than those for which it is suitable or intended;
    3. for damage caused by software supplied;
    4. for damages resulting from loss of data recorded on data carriers;
    5. for damage caused by force majeure within the meaning of the article
  1. Parties are not obliged to fulfil any obligation if they are hindered to do so as a result of a circumstance that cannot be attributed to blame, and which is not for their account by virtue of the law, a legal act or generally accepted practice.
  2. Force majeure is defined as a shortcoming that XNotebooks® cannot be held accountable for because it is not due to its fault, nor by virtue of law, legal act or generally accepted standards, for its account. Force majeure is understood to include:
    a. the case that XNotebooks® is unable to perform its services due to an attributable shortcoming or carelessness of third parties.

    1. business disruption or business interruption of any kind, and regardless of how it occurs;
    2. delayed or late delivery by one or more XNotebook® suppliers;
    3. transport difficulties or impediments of any kind that hinder or impede transport to or from XNotebooks® or from XNotebooks® to the other party.
  3. XNotebooks® has the right to invoke force majeure if any circumstance prevents (further) fulfilment.
  4. The obligations of XNotebooks® are suspended during the period of force majeure. If the period of suspension exceeds thirty days, either party is entitled to dissolve the agreement in whole or in part, without any obligation to pay compensation.
  5. If XNotebooks® can already partially fulfil its obligations when force majeure occurs, XNotebooks® is entitled to invoice the part already delivered or performed or the part that can be delivered or performed separately, and the other party is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if parts already delivered or executed or deliverable or executable have no independent value.
  1. All legal relationships between XNotebooks® and the other party are governed by Dutch law. The Vienna Sales Convention is expressly excluded.
  2. Disputes between XNotebooks® and the other party shall be exclusively adjudicated by the competent court within whose jurisdiction the place of business of XNotebooks® is located, unless the other party, as claimant or requesting party, chooses the competent court in the place of residence or business of the other party, unless the other party lives abroad. In that case, the court is established in the place of business of XNotebooks®.