GENERAL CONDITIONS OF SALE AND DELIVERY
XNOTEBOOKS®
with its registered office at De Vutter 29
in 's-Hertogenbosch
The Netherlands

1. General Provisions
In these general conditions of sale and delivery XNotebooks shall mean De Greef Computers (D.G.C.) trading under the trade name of XNotebooks (with its registered office in 's-Hertogenbosch); the other Party shall mean the natural or legal person, or his/her/its successor/successors in title, to whom by or on behalf of XNotebooks products and/or services are provided.

2. Application
2.1. These conditions shall apply to each quote, offer and agreement between XNotebooks and the other Party to which XNotebooks has declared these conditions to be applicable, unless the Parties have explicitly agreed in writing to depart from these conditions.
2.2. These conditions shall also apply to agreements with XNotebooks if XNotebooks has to engage third parties for the performance thereof.
2.3. Applicability of the other party’s general terms and conditions is explicitly rejected. 
2.4. If any provision of these general conditions cannot be invoked, this provision in content and scope, to the extent possible, will have a similar meaning.

3. Offers/Formation of an Agreement
3.1. All offers made by XNotebooks are subject to contract.
3.2. XNotebooks cannot be held to its offers and quotes if the other Party, in terms of reasonableness and fairness and in accordance with standards prevailing in society, should have understood that the offer or quotation or part thereof contained an obvious mistake or slip of the pen.
3.4. Acceptance deviating from the offer contained in the quote (except with respect to minor issues), shall not bind XNotebooks. In such case, the Agreement will not be concluded in accordance with said deviating acceptance, unless XNotebooks states otherwise.
3.5. A compound quotation shall not oblige XNotebooks to provide a part of the items included in the
the offer or quote, against a corresponding part of the price given.
3.6. Offers or quotes shall not apply automatically to repeat orders.
3.7. If the other Party places an order or awards a contract, the agreement will only be concluded when XNotebooks accepts the order or contract in writing, by e-mail, mail, fax or otherwise, or starts with the performance of the order or contract.

4. Addition to the Agreement and Installations, small Deviations
4.1. At the request of the other Party, XNotebooks will perform all the changes to the order or contract indicated by the other Party, provided that they are reasonably feasible and with the right to charge the additional costs agreed upon. 
4.2. In the event that XNotebooks installs things on the ordered product, any additional work shall be for the account and risk of the other Party. These general conditions, unless otherwise stated, shall apply to this work.
4.3. In the event that Xnotebooks installs things on the ordered product, this will become a configured product as referred to in article 13.2. Cancellations or returns as referred to in the Dutch Distance Contracts (Consumer Protection) Act are therefore not possible.
4.4. Slight deviations in respect of technical specifications, stated measurements, weights, numbers, colours, and other such information do not constitute shortcomings. Business practice determines whether there are slight deviations.
4.5. All photographs, thumbnails, images, drawings and data concerning designs, weights, measurements, colours, etc are approximate only. Deviations from reality are not grounds for damages and/or termination if these deviations are not essential for the performance.

5. Prices
5.1. Unless stated otherwise, all prices are inclusive of VAT and exclusive of shipping costs as stated on the website of Xnotebooks.
5.2. The prices stated in the quotes, agreements and on the website of XNotebooks are subject to revision, if in the opinion of XNotebooks it has become evident that an obvious mistake has been made in the calculations thereof and if in relation to unforeseen changes to import duties, production costs or currency changes that relate to and/or have an impact on the product offered, it cannot be required from XNotebooks that delivery will be made at the price originally offered or agreed.

6. Delivery/Delivery Period
6.1. If XNotebooks has given a deadline for delivery, this will be indicative only. Therefore, a delivery period stated is never a final deadline. If delivery by XNotebooks is not made within this period, XNotebooks as soon as possible will notify the other Party of the expected new delivery date. However, the final delivery period shall never exceed the stated delivery period by more than 30 days, unless in a situation of force majeure. If a period is exceeded, the other Party shall declare XNotebooks, in writing, to be in default in order to be able to invoke termination of the agreement.
6.2. The other Party may elect to collect the goods from the Xnotebooks shop in Den Bosch, or to have the goods delivered. If the other Party chooses to have the goods delivered, the other Party shall indicate exactly where and when, within the Netherlands, the goods to be delivered by XNotebooks shall be delivered. The other Party shall provide all information required by XNotebooks with a view to the shipment of the goods.
6.3. Unless otherwise agreed in writing, the mode of transport, shipping, packaging and the like are determined by XNotebooks and all shipments are fully insured by XNotebooks.
6.4. The other Party shall take delivery of the purchased goods the moment these goods are available to the other Party or are handed to the other Party.
6.5. If the other Party refuses to take delivery or fails to provide information or instructions, necessary for delivery, the goods destined for delivery will be stored at the other Party’s risk after XNotebooks has informed the other Party thereof. In this case, the other Party shall pay all additional costs.
6.6. If it is agreed that the delivery is to be carried out in phases, XNotebooks may suspend the performance of those parts that form part of a subsequent phase, until the other Party has approved in writing of the results of the preceding phase.
6.7. If XNotebooks needs information from the other Party in the context of the performance of the agreement, the delivery period will commence after the other Party has provided XNotebooks with this information.

7. Payment
7.1. Payment by the other Party shall be made within the period stated in the order confirmation and/or invoice and in the manner set out therein. At any time, XNotebooks has the right to demand payment in advance, cash payment or security for payment.
7.2. In the event of late payment, all payment obligations of the other Party shall be immediately due and payable, irrespective of whether XNotebooks already invoiced in this case.
7.3. In the event of late payment, the other Party shall pay a monthly interest of 1.5%, or statutory interest if it exceeds said interest. Furthermore, each invoice will be increased by a fixed compensation of 10% with a minimum of 75 euro.
7.4. Payments by or on behalf of the other Party will first be applied to settle the extrajudicial collection costs, the legal costs and the interest due by the other Party, and then in order of age the principal sums due, regardless of other instructions of the other Party.
7.5. The other Party can only object to the invoice in writing within the payment term, stating the objections. 
7.6. XNotebooks may, without being in default, refuse an offer for payment if the other Party indicates a different order for the allocation of the payments.
7.7. XNotebooks may refuse full repayment of the principal sum if the outstanding and accrued interest as well as the costs are not concurrently paid.

8. Collection Costs
8.1. If the other Party is in default or fails to fulfil one or more of its obligations, all reasonable collection costs, at law and otherwise, shall be for the account of the other Party. 
8.2. If XNotebooks can prove that it incurred higher costs, which were reasonably necessary, these costs shall also qualify for compensation.
8.3. The other Party will be charged for extrajudicial collection costs in accordance with the current applicable collection rate.

9. Security
9.1. If there is a justified fear that the other Party will not promptly fulfil its obligations, XNotebooks has the right to demand from the other Party a form of security as required by XNotebooks and, if necessary, to supplement it for the fulfilment of all its obligations. As long as the other Party has not met these requirements, XNotebooks has the right to suspend fulfilments all its obligations until the time of provision of the security in question and/or fulfilment of the obligations.
9.2. If the other Party has not complied with a request as referred to in paragraph 1 within 14 days of a written demand to this effect, all its obligations will be immediately due and payable, and/or XNotebooks shall have the right to consider the agreement to be terminated without court intervention.

10. Retention of Title
10.1 XNotebooks retains ownership of the goods delivered or to be delivered by it, until payment has been made in full:
A) the performance owed by the other Party for all goods delivered or to be delivered under the agreement and work performed or to be performed under such agreement;
B) claims based on the other Party failing to perform such agreement/agreements;
10.2. If the other Party manufactures a new good from or also from the goods referred to in paragraph 1, this is a good XNotebooks has let form for itself and the other Party holds for XNotebooks with XNotebooks as owner, until all the obligations referred to in paragraph 1 have been fulfilled.
10.3 If the other Party is in default in respect of the performance referred to in paragraph 1, XNotebooks itself has the right to take back, or to let third parties take back, the goods belonging to it, for the account of the other Party from the place where they are located. Should this situation arise, the other Party grants XNotebooks for this purpose irrevocable authorization to enter the spaces being used by the other Party or to have third parties enter these spaces.
10.4 The other Party hereby pledges to XNotebooks, which accepts this pledge, all goods the other Party becomes owner of, or becomes co-owner of, by means of specification, accession, confusion/fusion with the goods delivered and/or to be delivered by XNotebooks as security for everything XNotebooks at any time can or will be able to claim from the other Party.

11. Guarantees/Repairs
11.1. XNotebooks guarantees that the goods delivered meet the usual requirements and standards that
may be imposed on them.
11.2. If the delivered good does not conform with what had been agreed and this non-conformance is a defect within the meaning of the rules relating to product liability, XNotebooks shall not be liable for the ensuing damage.
11.3. The purchase invoice is the warranty certificate for the delivered goods.
11.4. The warranty period (manufacturer’s warranty) for notebooks/laptops is 2 years from the invoice date and on batteries and adapters 6 months. Without prejudice to the above, the other Party cannot rely on the warranty provisions stated above, in the event that: 
a. the other Party has made changes to the goods or has added components not delivered by XNotebooks and as a result damage is caused to the delivered goods including repairs not carried out by, or on behalf of XNotebooks; 
b. any warranty seals have been broken or removed;
c. the defects, in whole or in part, are the result of incorrect, careless or incompetent use;
d. the other Party has otherwise handled the goods negligently or such that the risk should be for the account of the other Party;
e. the defects have occurred as a result of damage caused by liquids, pollution, lightning strike, fire or water damage or other external circumstances or contingencies;
f. the defects are the result of normal wear and tear.
11.5. Work under warranty will be performed by XNotebooks in Den Bosch. If the other Party wishes, work under warranty can be performed elsewhere against payment of travel and subsistence expenses, transport costs of testing equipment, etc.
11.6. Repairs and replacements not under warranty are carried out at fixed rates which can be obtained from XNotebooks and will only be carried out after a written order to that effect via fax, e-mail or otherwise.
11.7. XNotebooks does not offer warranty / support on software.
11.8. The other Party is not allowed to remove or change any distinguishing marks with respect to the intellectual property rights of the copyright holder. The other Party is allowed to resell the software to end users.

12. Inspection and Commercials
12.1. The other Party shall inspect, or let third parties inspect, the delivered goods at the time of delivery or provision, but in any case within the shortest possible time. The other Party then should also inspect whether the quality and quantity of the delivered goods comply with what has been agreed, or at least comply with the requirements that apply in generally accepted (commercial) practice.
12.2. XNotebooks shall immediately be notified in writing by the other Party of any visible defects of a product or service delivered by XNotebooks, stating reasons, within 8 working days after delivery via e-mail, post or fax. After the expiry of the above-mentioned period, XNotebooks will be deemed to have fulfilled its obligations correctly and it will be assumed that the other Party has received the goods in good condition, subject to proof to the contrary from the other Party. 
12.3. The other Party shall inform XNotebooks as soon as possible, but within the warranty period, of an invisible defect, with due observance of the provisions of the previous paragraph of this article. After expiry of the warranty period, XNotebooks has the right to charge all costs for repair or replacement, including administrative costs, shipping costs and call-out charges.
12.4. Xnotebooks shall be given the opportunity to investigate the complaint. For this purpose, the other Party shall hand over the defective good with the purchase invoice to Xnotebooks, unless this is impossible or very onerous. In this case, the other Party may consult with Xnotebooks about shipment whereby the risk of damage occurring during transport will be fully borne by the other Party and with due observance of the provisions of article 13, paragraph 1.
12.5. In the event that a complaint made by the other Party in accordance with paragraph 2 of this article is accepted by XNotebooks, XNotebooks will proceed to repair the defect found, free of charge. 
12.6. After expiry of the warranty period, XNotebooks has the right to charge all costs for repair or replacement, including administrative costs, shipping costs and call-out charges.

13. Return shipments
13.1 If the other Party wishes to return defective goods, this shall be done with prior written permission from XNotebooks and in the manner specified by XNotebooks.
13.2. With respect to agreements falling under the Dutch Distance Contracts (Consumer Protection) Act (other Party - only in the capacity of a consumer), XNotebooks is not obliged to take back goods delivered by it and to return the purchase price, insofar as the other Party the hardware and/or software whereof or if it concerns a configured product. No change may be made on, or to, the delivered products and the delivered products must be undamaged; all accompanying documentation, warranty certificates and packaging materials shall be enclosed in the return shipment;
13.3. There is a cooling-off period of 14 days for consumers, in case of a distance contract. A return shipment must be in the possession of XNotebooks, no later than on the 15th day of receipt of the delivered products by the other Party. This cooling-off period applies only to non-configured products. Batteries and power adapters are not taken back.
13.4. The shipping costs and the insurance during transport shall be borne by the other Party. The costs of returning the products to XNotebooks by the other Party can be deducted by XNotebooks from the purchase price to be repaid to the other Party, if the products have not been sent back carriage paid.

14. Intellectual property and know-how
14.1. 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, provided by XNotebooks to the other Party, shall remain the property of XNotebooks. The other Party does not have the right to use these other than for the use of the goods to which they relate.
14.2. The other Party does not have the right to disclose to third parties the documents referred to in paragraph 1 or the information contained in these documents or information the other Party has become aware of in another manner, unless XNotebooks has given its express written permission.
14.3. In case of violation of the provisions of paragraph 2 and 3, the other Party shall pay a penalty of
1,000 euro for each violation, without prejudice to all other rights of XNotebooks to performance, termination, damages, etc.
14.4. The other Party shall indemnify XNotebooks against all claims relating to infringements of intellectual property rights of third parties as a result of, for instance, changes to a good delivered by XNotebooks, of application of this good in a manner other than prescribed by XNotebooks or of integration of the good with a good not delivered by XNotebooks.

15. Termination/Discharge
15.1. If the other Party has not fulfilled any of its obligations arising from the agreement or has not fulfilled any of its obligations properly or timely, and in case of insolvency, suspension of payments or if the other Party is placed under guardianship, XNotebooks has the right, without any liability for compensation and without prejudice to other rights it may have, to consider the agreement to be terminated, in whole or in part, without court intervention, or to suspend the (further) performance of the agreement. In those cases, XNotebooks furthermore has the right to claim immediate settlement of what it is entitled to.
15.2. If proper performance by XNotebooks is impossible, as a result of one or more circumstances, not attributable to XNotebooks, including the circumstances described in the following paragraph, in whole or in part, either temporary or permanent, XNotebooks has the right to consider the agreement to be terminated, without court intervention.
15.3. Furthermore, XNotebooks has the right to terminate the agreement or to have the agreement terminated, if circumstances occur, the nature of which prevent fulfilment of the agreement or in accordance with the requirements of reasonableness and fairness fulfilment of the agreement can no longer be required or if otherwise circumstances occur of such a nature that, within reason, it cannot be demanded that the agreement will be maintained unaltered.

16. Liability
16.1. If XNotebooks is liable for damages, of any nature or extent, arising from, or in relation to, the performance of anything by or on behalf of Xnotebooks of what has been agreed with the other Party, XNotebooks’ liability will be limited to the amount of the invoice/the amount covered by the insurance company. 
16.2. XNotebooks shall not be liable:
a. For consequential damage and loss of profits, irrespective of the cause; 
b. for damage caused by incorrect, careless or incompetent use, or by use for purposes other than for which it is suitable or intended;
c. for damage caused by software provided;
d. for damage resulting from loss of data recorded on data carriers;
e. for damage caused by force majeure within the meaning of article 17.

17. Force Majeure
17.1.The Parties are not bound to comply with any obligation if they are impeded to comply as a result of a circumstance not due to negligence, and which is not for the account of the Parties by virtue of the law, a legal act or generally accepted practice.
17.2. Force majeure shall be taken to mean a breach that cannot be attributed to XNotebooks because this breach is not attributable to its fault, nor shall it be for its expense under the law, a legal act or generally accepted practice. Force majeure includes inter alia:
a. the event that XNotebooks as a result of an attributable failure or negligence of third parties is unable to provide its services.
A. business interruption or interruption of operations of any nature and irrespective of the manner in which it was caused;
B. delayed or late delivery by one or more of XNotebooks’ suppliers;
C. transport problems or impediments of any nature, causing the transport to or from XNotebooks to the other Party to be hindered or obstructed. 
17.3 XNotebooks has the right to invoke force majeure, if any circumstance prevents (further) performance.
17.4. During a period of force majeure the obligations of XNotebooks will be suspended. If the period of suspension lasts longer than thirty days, both Parties have the right to terminate the agreement, in whole or in part, without any liability for compensation being created.
17.5. If XNotebooks already in part could fulfil its obligations when the force majeure occurred, XNotebooks will have the right to separately invoice the part already delivered or performed and/or the part than can be delivered or performed and the other Party shall pay the relevant invoice as if it were a separate agreement. However, this does not apply if the part already delivered or performed and/or the part than can be delivered or performed have no independent value.

18. Applicable Law/competent Court
18.1. All legal relationships between XNotebooks and the other Party shall be governed by Dutch law. The Vienna Sales Convention is expressly excluded.
18.2. The Court of the district where XNotebooks has its registered office has exclusive jurisdiction to hear all disputes between Xnotebooks and the other Party, except if the other Party as claimant or applicant chooses the competent Court of the place of business or domicile of the other Party, unless the other Party has its registered office abroad. In this case, the Court of the district where the XNotebooks has its registered office is competent.