General Terms and Conditions
Client: companies in possession of a Chamber of Commerce or a non-profit organisation. Delivery date: date or period indicated by Distrixs when products and/or services are delivered.
Price: price for products excluding transport costs, insurance and VAT. Products: goods the client undertakes to purchase from Distrixs.
2.1 These general conditions shall apply to all offers of Distrixs and to all agreements entered into with Distrixs.
2.2 Derogation from the provisions of these General Terms and Conditions shall only be possible if expressly agreed in writing, in which case the remaining provisions of these terms and conditions shall remain in full force.
2.3 If the client also refers to his general conditions, those conditions shall not apply unless Distrixs has expressly agreed to them in writing.
2.4 By placing an order, the client accepts these General Conditions as well as all other rights and obligations as they appear on the internet site.
3 Offers and conclusion of agreements
3.1 Offers or quotations shall be regarded as an invitation to the client to make an offer. Distrixs shall in no way be bound by such an offer, unless it has been laid down in writing unequivocally. The acceptance of the invitation to make an offer by the client shall be regarded as an offer and shall only lead to the conclusion of an agreement if the other provisions of this article have been complied with.
3.2 Offers shall be valid as long as stocks last. Distrixs shall not be bound by an offer if there are printing, typesetting or programming errors on its website or in mailings.
3.3 Distrixs reserves the right to pass on to the client any changes in price at the time of order.
3.4 A registered offer shall be valid for 10 days, unless another term is stated in the offer.
3.5 An offer from the customer as referred to in article 3.1 is deemed to have been made in one of the following circumstances:
- (1) the client indicates precisely which product and/or service he wishes to buy or purchase;
- (2) Distrixs has made an offer by name and this offer has been signed by the client and received by Distrixs;
3.6 An agreement is formed
- in case of an offer as referred to in 3.4 under
(1): at the moment the offer of the potential client is expressly accepted by Distrixs; - in case of an offer as referred to in 3.4 under (2): at the moment the offer is accepted by Distrixs.
(2): the moment Distrixs has given the client an order confirmation; - in case of an offer as referred to in 3.4 under (3): the moment Distrixs has given the client an order confirmation.
(3): the moment a confirmation is sent by e-mail to the e-mail address given by the client.
3.7 The client and Distrixs expressly agree that by making use of electronic means of communication a valid agreement is created, as soon as the conditions as referred to in Articles 3.4 and 3.5 have been met. In particular, the absence of an ordinary signature shall not affect the binding force of the offer and its acceptance. The electronic files of Distrixs shall, to the extent permitted by law, apply as a presumption of evidence.
3.8 Information, images, oral, telephonic or electronic communications and statements etc. concerning all offers and the principal characteristics of the products are given or made as accurately as possible. Distrixs does not, however, guarantee that all offers and products are fully in accordance with the information etc. provided. Deviations shall in principle not constitute grounds for compensation and/or dissolution.
4 Price and payment
4.1 The price to be paid by clients and other costs, including those of transport, insurance and VAT, shall be clearly stated in Distrix's quotation and/or confirmation of order and in the invoice.
4.2 Clients should immediately contact Distrixs if they discover an error or discrepancy with their order in the order confirmation and/or the invoice, in order to avoid problems concerning what Distrixs should have delivered.
4.3 Distrixs may extend the payment options in the future. New payment methods shall be announced on the Distrixs website.
4.4 For orders other than by Internet, clients shall pay prior to the delivery of Products and/or Services, unless another form of payment has been agreed in writing.
4.5 If no payment has been received by the due date of an invoice, the client shall owe statutory interest on the outstanding amount after being given notice of default. Non-consumers shall owe the statutory interest plus 2%.
4.6 The client shall also pay all judicial and extrajudicial costs of any kind incurred by Distrixs as a result of non-fulfilment by the client of his (payment) obligations.
4.7 In case of late payment, Distrixs shall be entitled to dissolve the agreement with immediate effect or to suspend (further) delivery until the client has fulfilled his payment obligations in full, including payment of interest and costs due.
4.8 If Contractor has any reasonable doubt as to the Client's ability to pay, Contractor shall be entitled to postpone delivery of the ordered goods until such time as Contractor is satisfied that the Client has provided adequate security for payment. The client is liable for the damage that the contractor suffers as a result of this delayed delivery.
4.9 The client shall pay the invoice in 30 days, unless otherwise agreed with Distrixs.
4.10 Deviating payment terms shall always be mentioned on the order confirmation and invoice.
5 Delivery and delivery time
5.1 Orders are delivered as quickly as possible. Stated delivery times in offers and on the website are indicative only and shall never be regarded as a deadline.
5.2 Deliveries are made to the address provided by the customer at the time the agreement is concluded.
5.3 As soon as the products to be delivered have been delivered to the given delivery address, the risk for these products is transferred to the customer. This risk regulation only applies if the total amount of the order does not exceed EUR 5,000. For higher amounts, the risk is transferred to the customer at the moment the order is handed over to the carrier.
5.4 If a delivered order, sent via TPG Post or the Transmission network, is returned to sender for any reason whatsoever, the order will be cancelled and the entire order costs will be charged to the product's purchaser. These order costs must then be paid within 14 days.
6 Retention of title
6.1 Ownership of products shall, notwithstanding actual delivery, only pass to the client after the client has paid all that is owed by the client to Distrixs in respect of any agreement, including payment of interest and costs, also in respect of earlier or later deliveries and any work carried out or to be carried out in respect of the products.
6.2 The client may not encumber, sell, resell, dispose of or otherwise encumber the products before ownership has passed.
7 Acceptance and right of withdrawal
7.1 The client is obliged to inspect or have inspected the products immediately upon receipt. Complaints about the delivered goods shall be made by the client to Distrixs in writing within 8 days after delivery of the goods, stating the invoice number and order number if applicable. The nature of the defect shall be apparent from the written complaint.
7.2 Ordered products may not be returned without Distrixs' consent.
7.3 In addition to the previous paragraph, the customer cannot return a product if one or more of the following situations apply:
- The product has been used or damaged during the period the customer had it on sight;
- The product is no longer complete;
- The product does not contain all items included by the manufacturer;
- The product is not in the original, undamaged factory packaging (packaging opened with care is not considered damaged packaging by Distrixs);
- The product is clearly personal in nature;
- The product cannot be returned due to its nature;
- The product may spoil or age rapidly;
- The product is computer software of which the seal has been broken. Upon receipt of a product by Distrixs as described above, a value analysis shall be made for each product. Any costs resulting from this shall be charged to the client.
7.4 Non-consumers may reject Products for non-conformity, visible deviations from what was agreed within 7 days after delivery. After that, the Products are deemed to have been accepted.
7.5 The costs of returning the Product shall be borne by the Customer.
7.6 Transport damage should be reported to the Contractor within 1 working day after receipt of the shipment.
7.7 Before returning a product, the customer must apply for an RMA number. If the product is received without an RMA number, it will be immediately returned to the sender.
8 Guarantee and liability
8.1 Distrixs guarantees that Products shall be free of defects for a period of 12 months from the Delivery Date, unless otherwise agreed in the confirmation of order, or a different period if discussed at the time of purchase and confirmed in writing. If the Product shows any defect within the warranty period, Distrixs shall repair or replace it within a reasonable time at no charge.
8.2 If the delivered product does not comply with the agreement, the client shall notify Distrixs thereof immediately after discovery.
8.3 Without prejudice to the provisions of this article, there shall be no question of guarantee if wear and tear may be regarded as normal, and further in the following cases
- if changes in or to the product have been made, including repairs that have not been made with Distrixs' or the manufacturer's permission;
- if the original invoice cannot be presented, has been changed or has been made illegible;
- if the product fully complies with the product specifications provided by the manufacturer;
- if defects are the result of improper or injudicious use;
- if damage is caused by intent, gross negligence or negligent maintenance.
8.4 Return shipments in case of warranty are at the expense of the sender, unless agreed otherwise.
8.5 If a product returned under guarantee cannot be treated as a guarantee, all costs incurred will be charged to the sender.
8.6 Before returning a product, the client must request an RMA number. If the product is received without an RMA number, it will be immediately returned to sender.
9.1 Distrixs shall limit its liability for whatever reason to the invoice value. Any other or further liability is excluded, unless this is not allowed by law. Distrixs shall never be liable for consequential or trading losses, indirect damage and loss of profit or turnover.
9.2 The client shall be bound to indemnify Distrixs for any claim made by third parties against Distrixs in connection with the execution of the agreement, insofar as the law does not oppose that the damage and costs involved shall be borne by the client.
9.3 Distrixs may include links on its website to other websites that may be interesting or informative for visitors. Such links are purely informative. Distrixs shall not be responsible for the contents of the website to which reference is made or the use that may be made thereof.
10 Force majeure
10.1 In case of force majeure Distrixs shall not be obliged to fulfil its obligations to the client, respectively the obligation shall be suspended for the duration of the force majeure.
10.2 Force majeure shall mean any circumstance beyond its control, which prevents Distrixs from fulfilling its obligations to the client in whole or in part. These circumstances include strikes, fires, operational failures, energy failures, non-delivery or late delivery by suppliers or other third parties and the absence of any government issued license. In addition, force majeure includes disruptions in a (telecommunications) network or connection or communication systems used and/or the unavailability of the internet site at any time.
Each Party shall treat all confidential or proprietary information received from the other Party as it treats its own confidential information.
12 Consumer rights
These Conditions have been drawn up in accordance with Dutch legislation and are regularly updated. If any provision of these Conditions is not in accordance with Dutch consumer law, that law shall prevail.
13 Applicable law and competent court
These Conditions are governed by Dutch law. In case of disputes, a judge in the Netherlands shall have jurisdiction. In case of disputes between a client and Distrixs, the judge in the client's domicile or actual residence shall also have jurisdiction.
15.1 Distrixs, is established in (2665 JG) Bleiswijk, Lorentzstraat 57 and is registered with the Chamber of Commerce, Haaglanden Region under number 55762875. The VAT identification number is NL001795149B52. Please send all correspondence concerning an agreement or these terms and conditions to the address mentioned earlier in this paragraph or to the e-mail address stated on the website.
15.2 Distrixs shall endeavour to deal with e-mails received by it within 48 hours and to reply if necessary.