1. General/Applicability

1.1
These general terms and conditions apply to all offers and agreements regarding the sale and delivery of goods by ServerDirect, located at (2809 PA) James Wattstraat 17, registered in the trade register of the Chambers of Commerce under number 67663443, hereinafter referred to as supplier. In all terms and conditions of the supplier, the customer is defined as the business user who has instructed the supplier to deliver goods, or who has concluded an agreement with the supplier. The customer is deemed to accept these general terms and conditions by the mere fact of his order. Supplier does not sell or deliver to private individuals.

1.2
The applicability of purchasing or other conditions of the customer is expressly rejected.

1.3
If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions will remain in full force. In the event that a provision is void on this ground, the most favorable arrangement for the supplier will apply.

1.4
Deviations and additions to these general terms and conditions are only valid if agreed in writing between the parties. Where these terms and conditions refer to writing, this also includes e-mail.

1.5
If and insofar as the supplier supplies goods from third parties to the customer, the terms and conditions of those third parties apply to those goods, provided that this has been communicated to the customer in writing by the supplier. The provisions in these general terms and conditions of the supplier also apply, insofar as they do not deviate from the terms and conditions of the aforementioned third parties. The Client accepts the aforementioned conditions of third parties. The terms and conditions of third parties are available for inspection by the customer at the supplier and the supplier will send them to the customer at the customer's request.

2. Quotations/Conclusion of agreements

2.1
All offers from the supplier are without obligation and serve as an invitation.

2.2
The Customer guarantees the accuracy and completeness of the information provided by or on behalf of the Customer to the Supplier on which the Supplier bases its offer. The Customer bears the risk of the selection, use, application and management in his organization of the purchased items. The supplier does not guarantee that the goods are suitable for the intended use by the customer.

2.3
All preliminary calculations and budgets issued by the supplier are only indicative. The customer can never derive any rights or expectations from a cost estimate or budget issued by the supplier. An available budget communicated by the customer to the supplier never counts as a (fixed) price agreed between the parties for the services to be performed by the supplier.

2.4
An agreement is only concluded after an order or assignment has been confirmed in writing or by means of another token of acceptance by the supplier. Additions, changes and further agreements with regard to placed orders and assignments only apply if they have been confirmed in writing by the supplier.

2.5
In view of the continuous technical improvements of computer products, the Supplier reserves the right to make changes in design or configuration compared to the written specifications communicated, as long as this does not reduce the value of what is offered. This also applies to changes that improve the availability of offers.

2.6
The Supplier has the right to revoke the agreement (order) at any time up to 30 days after the conclusion of the order, without giving any reason.

2.7
In the case of a composite quotation, there is no obligation for the supplier to deliver part of the goods included in the offer at a corresponding part of the stated price, nor does the supplier's offer automatically apply to repeat orders.

2.8
If multiple customers are parties to an agreement, they are all jointly and severally bound to fulfill their obligations to the supplier.

2.9
When placing an electronic order with the supplier, the customer must identify himself by means of a user code provided by the supplier. This code is only provided to customers authorized by the supplier. An order placed electronically in which a user code is mentioned or used has the same binding value as a purchase order signed by the customer.

2.10
The Supplier is entitled to fully rely on the content and form of electronic orders placed using a customer's user code. The Supplier is therefore also entitled to deliver to the customer whose user code was used, to invoice and to be paid by this customer with regard to the orders placed with his user code. The customer is fully and solely responsible for the use and confidentiality of the user code assigned to him by the supplier. In the event of loss or misuse of the user code as a result of which the supplier suffers damage, the customer is obliged to compensate the supplier for this. The customer must ensure that security measures and procedures are in place to ensure that the user code assigned to him is used only by authorized personnel and for authorized purposes. In particular, in the event of loss, misuse or attempted misuse of the user code, the customer must inform the supplier immediately after the customer has or should have become aware of it and take all necessary measures to prevent the consequences thereof. to limit it to the utmost.

2.11
Rights and obligations arising from the purchase agreement are not transferable without the express written permission of the supplier.

3. Prices and payment

3.1
Unless expressly stated otherwise, the prices quoted by the supplier apply exclusively to the goods themselves and:
- in Euro;
- excluding VAT (and other levies imposed or imposed by the government);
- excluding shipping or transport costs; and
- ex-warehouse/company.

3.2
Prices as stated on the supplier's website are subject to typographical errors or price changes (not yet implemented).

3.3
The supplier is at all times entitled to adjust its prices based on such circumstances that, had this supplier been aware at the time of concluding the agreement, it would have applied a different price level.

3.4
The Supplier is at all times entitled to require advance payment or security before proceeding with the delivery of orders placed or before continuing with that delivery. If the customer fails to make the required advance payment or security, the supplier's performance obligation will lapse, without prejudice to the supplier's right to compensation for all damages, costs and interest from the customer.

3.5
Payment of the agreed price must be made in cash upon delivery, by (electronic) advance payment, unless we expressly deviate from this in written confirmation. Payments are only considered successful when the supplier has access to the credit.

3.6
The Customer is not entitled to suspend any payment nor to settle any amounts due.

3.7
If the customer does not pay the amounts due or does not pay them on time, the customer will owe statutory commercial interest on the outstanding amount without any reminder or notice of default being necessary. If the customer continues to fail to pay the claim after a reminder or notice of default, the supplier can outsource the claim, in which case the customer, in addition to the total amount then owed, is also obliged to compensate all judicial and extrajudicial costs, including all costs charged by external parties. experts.

3.8
Payments always serve firstly to pay costs owed, then to pay interest and then to pay due and payable invoices in the order of their age, even if the customer indicates that his payment relates to other invoices and/or debts.

3.9
In those cases where the customer does not purchase the goods sold by the supplier, the supplier is entitled to demand purchase or to charge a compensation of 15% of the purchase price as estimated damage and loss of value. The Supplier reserves the right to claim higher compensation in the event of demonstrably higher damage. For the duration of the delay in the acceptance of the goods by the customer, the supplier is entitled to store the goods at the expense and risk of the customer in its own warehouse or with a forwarder or other external storage space.

4. Episode

4.1
The goods sold by the supplier to the customer will be delivered to the customer ex-warehouse. Only if this has been agreed in writing will the supplier deliver the goods sold to the customer or have them delivered to a location to be designated by the customer.

4.2
Interim (delivery) dates stated by the supplier or agreed between the parties always apply as target dates, do not bind the supplier and are always only indicative. The mere exceeding of a (delivery) period or (delivery) date stated by the supplier or agreed between the parties does not place the supplier in default. In all cases - therefore also in cases where the parties have expressly agreed in writing on a final (delivery) period or (delivery) date - the supplier will only be in default due to exceeding time after the customer has given the supplier written notice of default. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the supplier is given the opportunity to respond adequately.

4.3
The delivery time specified by the supplier will only commence after all required information is in its possession.

4.4
The Supplier will package the goods according to its usual standards. If the customer requires a special method of packaging, the associated additional costs will be borne by the customer.

4.5
The shipping method and the transport company responsible for shipping can be determined by the supplier at its own discretion, as long as the customer does not expressly indicate that it has certain preferences. Costs associated with any specific preference of the customer are entirely borne by the customer.

4.6
If the parties have agreed this in writing, the supplier will install the items, configure them and/or connect them. Any obligation to install and/or configure equipment by the supplier does not include carrying out data conversion and installing software. All services provided by the supplier are performed on the basis of a best efforts obligation.

4.7
The Supplier is always entitled to execute the agreement in partial deliveries.

5. Exchange or return

5.1
Exchange or return will only take place in the event of demonstrable incorrect delivery. An exchange out of goodwill will only take place after written confirmation from the supplier, whereby 15% of the goods value will be charged. This also applies in cases in which the supplier has given an order to collect the goods to assess the required return. The exchange or return of products with opened or damaged original packaging is excluded.

5.2
Due to licensing rights, exchange or return of all software is excluded. The supplier can only process a warranty claim in the event of defective or unreadable data carrier(s) or products. By opening the original packaging or the plastic seal of the software, the customer acknowledges - in addition to the general terms and conditions of the supplier - the copyright protection, the separate license and other (warranty) conditions of the software manufacturer. Original packaging is all packaging from the supplier and its suppliers.

6. Retention of title, business formation and pledge

6.1
All goods delivered to the client remain the property of the supplier until all amounts that the client owes to the supplier under the agreement concluded between the parties have been paid in full to the supplier. If the client creates a new item (partly) from items delivered by the supplier, the client only creates that item for the supplier and the client will hold the newly formed item for the supplier until the client has paid all amounts due under the agreement; In that case, the supplier remains the owner of the newly formed item until full payment by the client.

6.2
As long as he has not paid all claims, the customer is not entitled to establish a lien or a non-possessory lien on the goods delivered by the supplier and undertakes to declare to third parties who wish to establish such a right thereon, at the supplier's first request that he is not authorized to establish a pledge or non-possessory pledge.

6.4
If the buyer resells the item, the supplier may oblige him to establish an undisclosed pledge in favor of the supplier from his claim against the buyer arising from the sale.

6.5
The customer will treat the items referred to in this article with due care. He will insure the goods against all calamities on the basis of the invoice value. At the first request, insofar as this has not already arisen by operation of law, the customer will establish an undisclosed pledge in favor of the supplier on its related claims against the insurers. The customer is not permitted to establish an undisclosed lien on his claims against the insurers in favor of third parties.

7. Warranty

7.1
The supplier guarantees that the delivered goods will function free of errors according to the relevant state of the art for 12 months after the delivery date, unless otherwise agreed in writing. Non-significant deviations in color, size and/or other quality features do not give the customer any rights, in particular with regard to the warranty. Used goods are sold without warranty at all times.

7.2
The customer is only entitled to a warranty from the supplier if the customer has fulfilled all payment obligations to the supplier.

7.3
Any warranty obligation lapses if the customer himself makes changes or repairs to the delivered goods or has them carried out, or in the event of damage that is not the result of normal use.

7.4
If the supplier accepts a repair order after the warranty period has expired, the customer cannot claim reduction or termination of the agreement or fulfillment thereof. In these cases, the supplier will only send the goods to its supplier on behalf of the customer to enable a claim for a possible longer manufacturer's warranty.

7.5
In those cases where there is a defect attributable to the supplier, the supplier is entitled to repair the defect or deliver a new product. Exchange for a better product must also be accepted as a solution to the defect. Further rights, in particular termination of the agreement, can only be exercised if an appropriate period for compliance has been observed or if attempts to fulfill the agreement have been unsuccessful twice. From one year after the delivery date, the warranty claim is limited to repairing the defect or taking back the product at the current current value at the supplier's discretion. The customer is obliged to make a backup of any data before offering a product for warranty.

7.6
If a product is exchanged as a result of the warranty, no new warranty period will come into effect.

7.7
In addition to the conditions stated here, the following specific return and service conditions apply depending on the agreed service level, ranging from “Carry-in” to “Exclusive” service. Warranty and/or service requests by the customer must at all times be made using the RMA number to be requested by the customer and assigned by the supplier (RMA: “Return Merchandise Authorization”), in accordance with the applicable procedure mentioned in article 10.5.

Carry-in
- Response time within 12 hours during working days;
- Standard service provided with each server, unless otherwise stated;
- Service requests must only be submitted by e-mail: support@serverdirect.nl
- Carry-in only applies to individual parts.

Express exchange (Express pre-exchange of spare parts)
- Response time within 8 hours during working days;
- Hotline available from Monday to Friday 9:00 AM - 5:30 PM;
- The replacement part will be sent and invoiced in advance if in stock, defective part must be returned. This invoice will only be credited if the returned part is actually defective;
- The part is repaired or replaced by the same or comparable product;
- If the received part is not defective, an amount of € 75 will be invoiced for investigation costs.

Business (Business On-site Service, next business day (“NBD”))
- On-site service (NBD);
- Response time within 8 hours during working days;
- Technician arrives on location the next working day;
- Hotline available from Monday to Friday 9:00 AM - 5:30 PM;
- Onsite support valid in the Netherlands and, in consultation, also possible in Belgium, Luxembourg, Germany, France, UK, Austria, Ireland and Switzerland.

Premium (Premium On-site service, same business day (“SBD”))
- Onsite service (SBD);
- Response time within 4 hours during working days;
- Technician arrives on location the same working day;
- Hotline available from Monday to Friday 9:00 AM - 5:30 PM;
- Onsite support valid in the Netherlands and, in consultation, also possible in Belgium, Luxembourg, Germany, France, UK, Austria, Ireland and Switzerland.

Exclusive (Exclusive On-site Service within 4 hours)
- Onsite service 24x7x4;
- Response time within 4 hours during all days;
- Technician arrives on location within 4 hours;
- Exclusive Hotline available 24 hours a day, 7 days a week, 365 days a year;
- Parts are kept in stock within a certain distance from the customer;
- Onsite support valid in the Netherlands and in consultation also possible in Belgium, Luxembourg, Germany, France, UK, Austria, Ireland and Switzerland;

8. Liability

8.1
The supplier is only liable to the customer for damage caused by intent or deliberate recklessness on the part of the supplier or its subordinates. For damage resulting from defects in delivered goods, only the liability as regulated in the “Guarantee” article of these conditions applies.

8.2
The liability of the supplier is at all times limited to the amount that any insurer of the supplier pays out to the supplier, as appropriate.

8.3
If the insurance in any case does not provide coverage or does not pay out, and the supplier is liable, the supplier's liability is limited to a maximum of the invoice value of the transaction, or at least that part of the transaction to which the liability relates.

8.4
Under no circumstances is the supplier liable for indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, or damage as a result of claims from the customer's customers. The Supplier is expressly not liable for damage that customers could have prevented by making one or more backups of files, the software package and/or other software.

8.5
A condition for any right to compensation to arise is that the customer reports the damage to the supplier in writing as soon as possible after it has occurred. Any claim for damages against the supplier shall lapse upon the mere expiration of 24 months after the claim arose.

8.6
The customer indemnifies the supplier against all claims from third parties due to product liability as a result of a defect in a product or system that has been supplied by the customer to a third party and that also consisted of goods supplied by the supplier.

9. Dissolution

9.1
An agreement between the parties can in any case be terminated immediately by the supplier, without further notice of default, in the following cases:
- if the customer does not correctly fulfill its obligations;
- if, after concluding the agreement, the supplier becomes aware of circumstances that give the supplier good reason to fear that the customer will not fulfill its obligations;
- if the supplier has asked the other party to provide security for compliance at or after concluding the agreement and this security is not provided or is insufficient despite a demand for payment. In the aforementioned cases, the supplier is entitled to suspend further performance of the agreement or to dissolve the agreement, without prejudice to the supplier's right to claim damages.

9.2
In the event of termination by the supplier, the customer is liable for damages to the supplier, with the damage being set at least 30% of the transaction value, as well as interest and costs thereof, without prejudice to the supplier's right to claim compensation for higher or actual damage.

10. Claims or Complaints

10.1
Complaints regarding visible and easily detectable invisible defects must be submitted in writing to the supplier within 3 working days after delivery of the item.

10.2
Complaints regarding invisible defects that are not easily detectable must be submitted in writing within 5 working days after discovering the defect and in any case within the manufacturer's warranty period.

10.3
The customer loses all rights and powers available to him on the grounds of defects if he has not filed a complaint within the aforementioned warranty period and/or has not given the supplier the opportunity to repair the defects.

10.4
In the event of a well-founded complaint proven by the customer, the supplier may, at its own discretion, replace or reimburse the customer for the articles or parts thereof to which the complaint relates. Other claims, in particular for damages, are excluded.

10.5
Returns of the delivered goods can only take place after prior written approval from the supplier. A condition for this is that the return request must be made within 5 working days after purchase. Return requests must be made stating the invoice/order confirmation number and providing a clear description of item numbers, quantities and the reason for the return request. The supplier expressly reserves the right not to honor requests. If the supplier agrees to the return of goods, the supplier's service department will assign an RMA number to the customer. The RMA number is valid for a period of 5 working days from the date of issue. The goods must be delivered to the supplier's distribution center within the aforementioned period of 5 days. When returning the goods, the RMA number must be clearly stated on the enclosed packaging documents and on the outer packaging. Only items that are complete, in unopened and undamaged condition and in their original packaging, without printed adhesive tape and without written text on this packaging, can be returned and accepted. The customer bears all responsibility for the items that are returned. Except in the event of a clear mistake by the supplier, the costs for return shipment are borne by the customer and the supplier has the right to charge a fee for handling the returned goods.

10.6
Complaints about invoices must be submitted in writing within 7 days of the invoice date. After this period has expired, the customer is deemed to have approved the invoice.

11. Force majeure

11.1
Force majeure means - in addition to what is understood in this regard in law and case law - all external causes, foreseen or unforeseen, over which the supplier has no influence, but as a result of which the supplier is unable to fulfill its obligations, delays in including deliveries by suppliers of the supplier and strikes in the supplier's company.

11.2
During force majeure, the supplier's delivery and other obligations are suspended. During force majeure, the supplier always has the right to terminate the agreement, without there being any obligation for the supplier to pay compensation in that case.

11.3
If the force majeure situation continues for longer than 4 months after the time at which the supplier should have fulfilled its obligations, the customer - with due observance of Article 4.2 - has the right to terminate the agreement, without there being any obligation to pay compensation in that case.

11.4
If the supplier has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already delivered or the deliverable part and the customer is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or deliverable has no independent value.

12. Applicable law and competent court

12.1
Dutch law applies to all agreements and the legal relationship between supplier and customer.

12.2
Disputes arising from or related to an agreement will in the first instance be submitted exclusively to the competent court in Rotterdam.

These conditions can be consulted via the internet on the website www.ServerDirect.nl .

ServerDirect
James Wattstraat 17
2809 PA Gouda
Chamber of Commerce number: 67663443