Introduction

Below you will find the Terms and Conditions that apply to all distance agreements concluded with us. These Terms and Conditions contain important information for you as a customer. Therefore, please read them carefully. We also recommend that you save or print these Terms and Conditions so that you can refer to them at a later time.

Article 1 Definitions

1.1 GSMFabriq.nl B.V., established in Rijswijk, the Netherlands, registered with the Dutch Chamber of Commerce under registration number 74049410, trading under the name GSMFabriq.nl B.V.

1.2 Customer: A legal entity acting in the course of its business that enters into an Agreement with GSMFabriq.nl B.V.

1.3 Agreement: Any agreement between GSMFabriq.nl B.V. and the Customer to which these Terms and Conditions have been declared applicable.

1.4 Terms and Conditions: These present Terms and Conditions.

1.5 Website: The website of GSMFabriq.nl B.V., available at https://gsmfabriq.nl/.

1.6 Account: The Customer’s personal account, made available after registration via the Website.

Article 2  Applicability of the Terms and Conditions

2.1 These Terms and Conditions apply to every offer, quotation and agreement relating to products supplied by GSMFabriq.nl B.V., hereinafter referred to as the "User", unless expressly agreed otherwise in writing

2.2 Deviations from these Terms and Conditions are only valid if expressly agreed upon in writing by both parties.

Article 3 Formation of the Agreement

3.1 The Agreement is concluded on the Website at the moment the Customer accepts the User's offer, complies with the conditions set by the User, and completes the ordering process.

3.2 If the Customer has accepted the offer electronically, the User shall immediately confirm receipt of the acceptance electronically. Until receipt of this acceptance has been confirmed, the Customer has the right to dissolve the Agreement. The confirmation shall also include the contents of the Agreement as stored by the User.

3.3 The Customer may also conclude an Agreement by means other than the Website. If an order is placed by telephone, acceptance is confirmed immediately. If no confirmation is provided, no Agreement has been concluded.

3.4 These Terms and Conditions shall also apply accordingly to all orders placed by means other than the Website.

3.5 If it appears that the Customer has provided incorrect information when accepting or otherwise concluding the Agreement, the User shall be entitled to suspend the performance of its obligations until the correct information has been received.   

Article 4  Performance of the Agreement

4.1 Delivery shall take place in accordance with the applicable Incoterm: Ex Works (EXW). If the Customer refuses to accept the products at the agreed time or fails to provide the information or instructions necessary for delivery, the User shall be entitled to store the products at the Customer's expense and risk.

4.2 Goods shall be deemed delivered as soon as the User has informed the Customer that the goods, whether or not still requiring full or partial assembly, are ready for collection by the Customer at the User's premises or at a third party's premises, or are ready to be shipped on the Customer's instructions. From the moment of delivery, all risk relating to the delivered goods shall pass to the Customer.

4.3 If the parties expressly agree that the User will arrange the transport of the products, both the transport costs and the risk of loss or damage during transport shall be borne by the Customer. Orders exceeding €150 are shipped free of charge. Orders below €150 are subject to a fixed shipping fee.

4.4 The risk of loss or damage passes to the Customer when the goods are handed over to the carrier or collected by the Customer.

4.5 Delivery periods stated in offers, quotations, agreements or otherwise are provided to the best of the User's knowledge and will be observed as far as reasonably possible but shall never be binding.

Article 5 Prices

5.1 All prices are stated in euros and exclude VAT and any other government-imposed taxes or levies. Any additional costs relating to the import and/or customs clearance of products supplied by the User are not included in the stated prices and shall be borne by the Customer.

5.2 The prices stated in the User's offers are based on the prices, exchange rates, wages, taxes and other factors applicable at the time the offer is made. If one or more of these factors change after the order confirmation, the User shall be entitled to adjust the agreed price accordingly. If such a price increase exceeds 10% of the total agreed amount, the Customer shall be entitled to terminate the Agreement in writing within eight days after becoming aware, or reasonably being able to become aware, of the price increase.

Article 6 Payment

6.1 For orders placed through the Website, the Customer shall make payment using one of the payment methods offered during the ordering process. The User determines which payment methods are available.

6.2 If the Agreement is concluded by means other than the Website, the User shall inform the Customer how payment must be made.

6.3 The available payment methods for Website orders or orders placed through other channels may change from time to time.

6.4 The User is entitled at all times to invoice deliveries in full or in part.

6.5 The User shall at all times be entitled, before or after concluding the Agreement, to require security for payment or advance payment. The performance of the Agreement may be suspended until such security or advance payment has been provided. If advance payment is refused, the User shall be entitled to terminate the Agreement, and the Customer shall be liable for any resulting damages.

6.6 The User shall be entitled to suspend the release of products held on behalf of the Customer until all amounts owed by the Customer have been paid in full.

6.7 If payment is not made on time, the Customer shall automatically be in default without the need for prior notice of default. From that moment, the Customer shall owe the statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code.

6.8 If payment has still not been received after the expiry of an additional payment period specified in a written demand, the Customer shall owe a penalty equal to 10% of the principal amount due, including VAT, without prejudice to the User's right to claim compensation for damages.

6.9 Without prejudice to the User's other rights, the Customer shall reimburse all collection costs incurred by the User that exceed the costs of sending a single payment reminder, making one settlement proposal that is not accepted, obtaining basic information, or compiling a standard case file. These costs shall be determined in accordance with the guidelines applicable in the Dutch courts at that time.

6.10 The application of Section 6:92 of the Dutch Civil Code is excluded with regard to the penalty clause contained in this Article.

Article 7 Warranty

7.1 If the User provides a warranty on products or services supplied or to be supplied, this shall be expressly communicated to the Customer in writing. In the absence of such written notification, the Customer cannot rely on any warranty, without prejudice to mandatory statutory rights.

7.2 If a warranty claim is found to be valid, the User shall, at its own discretion, repair the products or deliver replacement products in accordance with the Agreement, unless this has demonstrably become pointless for the Customer. If the User decides to repair the products, the Customer shall return the products to the User at the Customer's own expense and risk.

7.3 Displays and other sensitive components must be fully tested before installation. Once installed or bonded, any warranty claim shall lapse unless otherwise agreed in writing.

7.4 The warranty applies exclusively to products that have been used in accordance with GSMFabriq's installation, testing and usage instructions.

7.5 Any warranty obligations of the User shall lapse if defects are caused by improper, careless or unprofessional use, handling or maintenance by the Customer or third parties engaged by the Customer, by external causes such as fire or water damage, or if the Customer or a third party has modified the supplied products without the User's prior written consent.

Article 8 – Cancellation and Returns

8.1 Customers as referred to in these Terms and Conditions are not entitled to the statutory right of withdrawal as provided for in Book 7 of the Dutch Civil Code.

8.2 The User only accepts returns that have been registered in advance using the return form published on the Website.

8.3 The User only accepts undamaged and unused products in their original, undamaged and unopened packaging.

8.4 Any complaints regarding a product supplied by the User must be submitted to the User immediately in writing, stating the reasons. If more than seven (7) days have elapsed after delivery of the products, the Customer shall no longer be entitled to submit a complaint, unless the defect could not reasonably have been detected during a careful inspection at the time of delivery. In such a case, the Customer must notify the User of the defect in writing, stating the reasons, within ten (10) days after the defect became known or could reasonably have become known.

8.5 Without the User's prior written consent, the User is under no obligation to accept returned products. Acceptance of returned products shall never imply acknowledgement by the User of the reason stated by the Customer for the return. The risk relating to returned products shall remain with the Customer until the products have been credited by the User.

8.6 The GSMFabriq Return Policy also applies to all returns. In the event of any conflict between these Terms and the Return Policy, the Return Policy shall prevail insofar as it relates to the return procedure.

8.7 If the Customer invokes an agreed warranty arrangement and such claim subsequently proves to be unfounded, the User shall be entitled to charge the Customer for the investigation and repair work carried out at its standard rates, subject to a minimum charge of €100.00.

Article 9 Retention of Title

9.1 All products supplied or to be supplied by the User shall remain the property of the User until the Customer has fully paid all amounts owed to the User, including but not limited to the purchase price, extrajudicial collection costs, interest, penalties and any other claims referred to in Section 3:92(2) of the Dutch Civil Code.

9.2 The Customer shall store products delivered under retention of title with due care and clearly identifiable as the property of the User.

9.3 Until ownership has passed to the Customer, the Customer is not entitled to pledge, encumber or otherwise transfer the products delivered under retention of title, except insofar as such transfer takes place in the ordinary course of the Customer's business.

9.4 If the Customer fails to fulfil its payment obligations or if the User has reasonable grounds to fear that the Customer will fail to do so, the User shall be entitled to repossess the products delivered under retention of title. The Customer shall fully cooperate and grant the User unrestricted access to its premises and/or buildings for inspection and repossession. Following repossession, the Customer shall be credited for the market value of the products, which shall never exceed the original purchase price agreed between the parties, less any costs incurred by the User in connection with the repossession.

Article 10 Termination and Dissolution

10.1 The Customer shall be deemed to be in default if it fails to fulfil any obligation arising from the Agreement, fails to do so on time, or fails to comply with a written notice requiring performance within a reasonable period.

10.2 In the event of default by the Customer, the User shall be entitled, without any obligation to pay damages and without prejudice to its other rights, to terminate the Agreement in whole or in part by written notice to the Customer, to declare all outstanding amounts immediately due and payable, and/or to invoke the retention of title.

10.3 The User shall be entitled to terminate the Agreement with immediate effect if the Customer applies for or is granted a suspension of payments, is declared bankrupt, has bankruptcy proceedings initiated against it, or if any attachment is levied against all or part of its assets. In such cases, all outstanding invoices shall become immediately due and payable. The User shall never be liable for any damages arising from such termination.

Article 11 Force Majeure

11.1 The User shall not be liable if a failure to perform results from force majeure. During the period of force majeure, the User's obligations shall be suspended. If the force majeure situation continues for more than three (3) months, either party shall be entitled to terminate the Agreement without judicial intervention and without any obligation to compensate the other party.

11.2 Force majeure shall include, but is not limited to, unforeseen circumstances beyond the User's reasonable control, including economic circumstances, serious disruptions to business operations, mandatory production reductions, strikes and lockouts affecting either the User or its suppliers, war, hostilities, martial law, mobilisation, transport delays, and delayed or incorrect deliveries of products, materials or components by third parties, including the User's suppliers.

11.3 If, at the time force majeure occurs, the User has already partially fulfilled its obligations or is only able to fulfil them in part, the User shall be entitled to invoice the part already delivered or still deliverable separately, and the Customer shall pay such invoice as if it related to a separate agreement.

Article 12 Liability

12.1 The User shall only be liable for damage suffered by the Customer if and insofar as such damage is the direct result of intent or deliberate recklessness on the part of the User's management.

12.2 In all cases, the User's total liability shall be limited to compensation for direct damages only. The total amount payable by the User under any obligation to undo the Agreement or compensate damages shall never exceed the agreed purchase price for the relevant Agreement, excluding VAT.

12.3 The User shall not be liable for any damage if and insofar as the Customer has insured itself against such damage or could reasonably have done so.

Article 13 Disputes and Governing Law

13.1 If any ambiguity exists regarding the interpretation of one or more provisions of these Terms and Conditions, such provisions shall be interpreted in accordance with the spirit and purpose of these Terms and Conditions.

13.2 All Agreements concluded with the User shall be governed exclusively by the laws of the Netherlands. The applicability of foreign laws and international conventions, including the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 (Vienna Sales Convention), is expressly excluded.

13.3 Any disputes arising out of or relating to these Terms and Conditions or any Agreement concluded with the User shall, in the first instance, be submitted exclusively to the competent court in the judicial district where the User has its registered office at the time the Agreement is concluded.

Article 14 Intellectual Property