GENERAL TERMS AND CONDITIONS OF SALE,
DELIVERY AND PAYMENT
ARTICLE 1. General
1.1. In these general terms and conditions of sale, delivery and payment (referred to
below as the ‘General Conditions ’), reference to ALSO means:
- ALSO Nederland B.V., with registered office at Inundatiedok 18, 3439 JJ in Nieuwegein, registered in the trade register of the Netherlands Chamber of Commerce under number 09085944.
as well as any associated companies using these General Conditions for their contracts
and the commitments arising therefrom.
1.2. Any deviation from these General Conditions must be agreed in writing.
1.3. The term ‘Customer ’ means the party - natural or legal person - that enters into or
seeks to enter into a contract with, or receives an offer or receives a performance from,
ALSO.
1.4. All offers made by ALSO, all contracts with ALSO, as well as the execution of those
contracts and all obligations arising therefrom are exclusively governed by these General
Conditions. ALSO does not accept any general sale or purchase conditions from its
Customers, unless expressly agreed to in writing.
1.5. If ALSO does not always require compliance with these General Conditions, this
does not imply that these General Conditions do not apply or that ALSO waives the right
to require strict compliance with these General Conditions in future or similar cases.
ARTICLE 2. Offers and contracts
2.1. All offers made by ALSO, in any form, are without obligation unless expressly stated
otherwise.
2.2. For contracts or deliveries for which no written offer or order confirmation has been
made, an invoice or packing slip shall (also) be regarded as an order confirmation, which
shall be deemed to reflect the contract correctly and in full.
2.3. All prices, brochures and other information provided with an offer are stated as
accurately as possible. Prices are always exclusive of VAT. They only bind ALSO if it has
expressly confirmed them in writing. ALSO is not obliged to provide details unless
otherwise agreed in writing. All (intellectual) property rights in respect of the
materials/data offered/shown and/or demonstrated, in the broadest sense, remain fully
reserved.
2.4. ALSO reserves the right to refuse orders without giving reasons, or to deliver cash
on delivery or require payment in advance.
2.5. Price offers, unless expressly agreed otherwise, are always indicative and non?binding and always subject to any printing or typing errors. Price offers given by
telephone are not legally binding until they are unambiguously confirmed in writing by
ALSO to the customer.
2.6. Orders placed are accepted by ALSO only after approval by the Credit Control
department, except in the case of an iDeal payment, debit card payment or prepayment.
2.7. If the Customer fails to perform properly, in time, or at all any obligation under any
contract with such Customer, or under these General Conditions, as well as in case of
bankruptcy, moratorium or application for the same, or if the Customer loses power of
disposal or legal competence by seizure or otherwise, or if in its own opinion ALSO
thinks the Customer to be insufficiently creditworthy, ALSO has the right to terminate the
contract without judicial intervention, or to require additional security (for instance by
means of a bank guarantee, the establishment of a pledge and/or mortgage right,
security bond, etc.), without being liable for any loss, and without prejudice to ALSO's
right to claim for its own loss from the Customer.
2.8. This provision applies equally if ALSO has allowed delivery on a credit basis. In that
case, ALSO is entitled to immediately recover the delivered goods from the Customer,
whereby the customer irrevocably authorises ALSO to enter the premises where the
goods are located in order to repossess the goods.
ARTICLE 3. Prices, offers and orders
3.1. Unless otherwise agreed, prices are in Euros, British Pounds or US Dollars and are
‘ex works’, exclusive of VAT, order costs, handling costs, drop shipment costs and/or
transport costs, cash on delivery costs, packaging, shipment, transport documents,
assembly/installation, inspection, insurance, or any duties or taxes levied by the
government.
3.2. Prices are based on the costs known at the time the offer is made, such as rates,
wages, taxes, duties, charges, freight costs et cetera. ALSO is not obliged to honour a
contract at a stated price that is based on an apparent printing or typesetting error or is
clearly not in line with the market.
3.3. ALSO is expressly authorised to unilaterally change the price, the conditions and/or
the contents of a binding contract, without the Customer being authorised to terminate
the contract, if market circumstances (foreseen or unforeseen) or cost-increasing
circumstances, such as - but not exclusively - the costs of raw materials, fuels, materials,
manufacturing or transport, give reason to do so, regardless of whether or not the
change was foreseeable for ALSO at the time the contract was entered into. ALSO is not
liable to compensate the Customer in the event of a change.
3.4. Deviations in the contract up to a maximum of 10% of for example the price or
delivery time will in principle be considered reasonable, unless the Customer
demonstrates that it cannot reasonably be required to accept such deviation.
3.5. If a Customer requires changes or additions to a binding contract before or during
the performance of the service or work, the additional costs thereof shall be borne by the
Customer. ‘Changes or additions ’ here means all work not included in the initial contract.
3.6. If, upon final settlement, the balance of any additional and lesser costs results in a
reduction of the contract price, ALSO has a claim against the Customer for
compensation of the loss of profit suffered as a result.
ARTICLE 4. Claims
4.1. The Customer must report any complaint of any kind in writing, giving reasons. A
complaint, regardless of what it relates to, does not give the Customer the right to
suspend or set off its obligations to ALSO under their contract.
4.2. The Customer must immediately check the goods delivered or work carried out upon
delivery or after completion, to ascertain whether the actual performance is in
accordance with the contract, namely:
·
- whether the goods delivered or work carried out meet the quality requirements that may be set for normal use and/or other purposes, based on a visual inspection of the goods delivered or work carried out;
- whether the goods delivered or work carried out comply with the contract or order confirmation in terms of quality (number, quantity, weight).
Any damage and/or defects to the packaging, if found upon delivery, must be noted on
the delivery note, invoice, and/or transport document.
4.3. The Customer must immediately report any visible complaints to ALSO upon
delivery or performance of the work, otherwise the goods delivered or work carried out
will be regarded as correct and accepted.
4.4. The Customer's right to complain shall in any case lapse if it has taken the products
delivered by ALSO into use, processed them or otherwise (tacitly) accepted them.
4.5. In the case of non-visible defects, the customer must submit a written complaint
within 48 working days after discovery or after the defect ought reasonably to have been
discovered. If this period expires without complying with the formalities, the goods
delivered or services performed will be considered correct and accepted.
4.6. All other complaints must be reported by the Customer to ALSO within the agreed
payment term, failing which the right to complain lapses.
4.7. If and insofar as the complaint is found to have a basis, ALSO is only obliged either
to repair the defect(s) or to replace the faulty goods as it chooses, without the customer
being entitled to any compensation whatsoever.
4.8. Return of delivered goods requires the prior consent of ALSO and under conditions
to be determined by ALSO. The Customer must return the goods in their original
packaging and as little damaged as possible. In the case of repair or replacement of
defective goods, the Customer must return the goods at its own expense to an address
to be specified by ALSO.
4.9. The products supplied are designed for normal commercial use. Use in secure
systems, a nuclear application/environment, life support applications or use for weapons
production are prohibited unless written permission is obtained from the manufacturer of
the products. The Customer must ensure that the products delivered by ALSO to the
Customer, or after processing by the customer to third parties that (partly) consist of
products and/or materials delivered by the Customer, are used in accordance with the
aforesaid use.
ARTICLE 5. Payments
5.1. The payment term is 8 days from the invoice date, unless otherwise agreed in
writing. The right to suspend or to set-off are excluded. ALSO is at all times entitled to
assign and/or pledge its claims against the Customer.
5.2. The claim for payment of the entire sum due shall in any case be immediately due
and payable in the event of failure to pay an agreed instalment on the due date for any of
the items, if a bankruptcy or moratorium has been applied for against the Customer by a
third party or the Customer itself, or in the event of death, or dissolution and/or liquidation
of the company.
5.3. If the Customer fails to pay the invoiced amount due to ALSO within the agreed
term, it shall be in default by operation of law and shall owe ALSO interest of 1.5% per
(part of a) month over the total amount due from the date of invoice until the date of full
payment, without prejudice to ALSO's further rights.
5.4. If ALSO is forced to assign its claim (or part thereof) to a third party for collection, the
extrajudicial collection costs are the liability of the Customer. Within the ALSO industry, it
is customary and accepted that these collection costs are fixed at 15% of the transferred
amount to be collected (plus VAT) or €250.00 plus VAT , whichever is more . Furthermore,
the Customer must reimburse the full legal costs to be incurred by ALSO, including the
costs of litigation or bankruptcy filings and legal fees. This shall be without prejudice to
ALSO's right to specific performance or termination of the contract, with compensation in
either case.
5.5. ALSO will be able to terminate the contract with the Customer with immediate effect
and fully suspend and/or set off all its obligations of its subsidiaries or sister companies
against claims of the Customer or its subsidiaries or sister companies - even if such
claims are assigned to a third party - if:
1. The Customer fails to comply with any obligation to ALSO properly, in
time, or at all;
2. The Customer or any of its subsidiary or sister companies are declared
bankrupt, are petitioned for bankruptcy, or are granted a moratorium;
3. The Customer has become incapacitated or detained under court order;
4. The Customer is dissolved or a claim for dissolution is made against
the Customer or if a decision to dissolve is taken by the Customer or
the Customer is liquidated or if the Customer, being a natural person,
dies;
5. The Customer proceeds to discontinue the business or has proceeded
to do so or to transfer his business and the customer has not yet
fulfilled his obligations towards ALSO.
ALSO has this right by the mere occurrence of one of the above circumstances, without
any warning or notice of default or judicial intervention being required.
ARTICLE 6. Transfer of ownership, renewal/transfer of rights
6.1. Subject to the provisions of sections 2 to 11 of this article, ownership of the goods
shall pass to the Customer at the time of delivery or collection.
6.2. ALSO retains title to all goods it delivers to the Customer - paid and unpaid - by
virtue of the (rental) purchase contracts it has entered into and the services connected
therewith.
6.3. If within the framework of these contracts ALSO carries out work at any time for the
benefit of the Customer that is to be paid for by the Customer, the said retention of title
applies until the Customer has also paid these claims of ALSO in full. The retention of
title also applies to any claims that ALSO may have at any time against the Customer as
a result of the Customer's breach - or through termination of the contract - of any of its
obligations to ALSO under the said contracts.
6.4. Until title to the goods has transferred to the Customer, the Customer may not
pledge the goods or grant any other right to them to a third party, subject to the
provisions of section 7 and 8 of this article.
6.5. ALSO hereby reserves the right of pledge as referred to in Book 3 Article 237 of the
Dutch Civil Code on goods delivered which have passed to the Customer and are still in
the possession of the Customer, as additional security for all claims that ALSO may still
have against the Customer on any account whatsoever. ALSO is at all times entitled and
hereby irrevocably authorised by the Customer to carry out the actions required to
establish this pledge (explicitly including the establishment of the pledge by means of an
authentic or registered private instrument) and to act on behalf of the Customer. At the
request of ALSO, the Customer undertakes to cooperate with this pledge without delay.
6.6. The Customer must keep the goods delivered under retention of title with due care
and as recognisable property of ALSO. The Customer must insure the goods for the
duration of the retention of title against fire, explosion and water damage as well as
against theft and to allow ALSO to inspect the relevant insurance policies on first
demand. All claims of the Customer against the insurers of the goods by virtue of the
said insurance policies will, as soon as ALSO indicates such requirement, be pledged to
ALSO by the Customer in the manner indicated in Book 3 Article 239 of the Dutch Civil
Code, as additional security for the claims of ALSO against the Customer. The last two
sentences of section 5 of this article apply.
6.7. If the Customer is in breach of its payment obligations to ALSO or ALSO has good
reason to fear that the Customer will breach those obligations, ALSO is entitled to take
back the goods delivered subject to retention of title, as it sees fit, and without any
liability to the Customer. After the goods have been recovered, the Customer shall be
credited for their market value, which shall in no event exceed the original purchase
price, less the costs incurred in their recovery.
6.8. The Customer is permitted to sell and transfer the goods delivered subject to
retention of title to third parties in the normal course of its business. In the event of sale
on credit, the Customer must stipulate a retention of title from its customers on the basis
of the provisions of this article.
6.9. As soon as ALSO so requires, the Customer shall undertake not to assign or pledge
to third parties any claims it obtains against its customer, insofar as the Customer has
not pledged them to its financing bank, without the prior written consent of ALSO. The
Customer undertakes to pledge the said claims to ALSO, as soon as ALSO so requires,
in the manner indicated in Book 3 Article 239 of the Dutch Civil Code, as additional
security for his claims against the Customer on any account whatsoever. The last two
sentences of section 5 of this article apply.
6.10. Insofar as ALSO ’s retention of title to the delivered goods is lost by accession or
conversion, the Customer shall establish in advance a non-possessory pledge on the
goods that are the subject of the accession or conversion for the benefit of ALSO, as
security for all that the Customer owes ALSO, on whatever account, at any time. The last
two sentences of section 5 of this article apply.
6.11. ALSO’s retention of title shall not lapse upon payment to it by a third party which is
subrogated to the claim of ALSO against the Customer.
ARTICLE 7. Delivery time
7.1. The time by which ALSO must have completed the agreed work or delivery(s) is
determined in the expectation, that after the moment of acceptance of the order, no
change will take place in the circumstances, under which ALSO will perform.
7.2. If such a change of circumstances occurs, regardless of its foreseeability, and
results in a delay, the delivery/completion date shall be delayed/extended accordingly,
without prejudice to the following provisions in the event of force majeure.
7.3. Exceeding the delivery period shall never entitle the Customer to any compensation,
or to terminate the contract or any related contract.
7.4. The execution times indicated in the offers, confirmations and contracts are as
accurate as ALSO can make them and will be observed as far as possible, but are not
binding. Interim termination shall not affect ALSO's rights regarding fee/cost
reimbursement.
7.5. In case of work/delivery in phases, ALSO may postpone the work of the next phase
until the Customer has approved or taken delivery of the completion of the previous
phase.
7.6. The work is considered completed:
1. after notification by ALSO that the work is ready and the Customer has
approved the work;
2. after the expiry of 8 days from the notice referred to under 7.6.1 and the
Customer has not inspected the work; or
3. after (partial) commissioning by or on behalf of the Customer, for the
commissioned part. The Customer cannot refuse approval on the
grounds of minor defects or deficiencies, which are rectified by ALSO
within 30 days of delivery.
ARTICLE 8. Delivery
8.1. From the moment there is a binding contract, the purchased goods are at the
Customer's risk. Unless otherwise agreed, delivery shall be made to the Customer's
home/company. Free delivery shall only take place if and insofar as this is agreed upon
in writing by ALSO with the Customer and indicated on the invoice or otherwise.
8.2. ALSO is entitled to deliver in parts, which ALSO may invoice separately.
8.3. The time of delivery is the time when the purchased goods are ready for transport.
8.4. If the goods have not been taken by the Customer after the expiry of the delivery
time, they are stored at its disposal, expense and risk.
8.5. If the Customer has agreed a written credit limit with ALSO, delivery of goods shall
take place within the agreed credit limit. If the credit limit is exceeded, ALSO reserves the
right to request advance payment for the amount that the delivery exceeds the agreed
credit limit.
ARTICLE 9. Work execution/customer cooperation (Optional)
9.1. The working hours of ALSO's staff will be aligned as much as possible with the
working hours applicable at the Customer's premises, insofar as these fall between 08.30
and 17.30, excluding Saturdays, Sundays and recognised public holidays. On Friday, the
working day ends at 17.00.
9.2. For orders relating to the performance of work and/or the provision of services for
which a fixed price applies, the place where, and working hours at which, the work is
performed will always be determined by ALSO.
9.3. For assignments based on hourly rates, the place referred to in section 2 will always
be determined by the Customer, failing which it will be determined by ALSO.
ARTICLE 10 Transport/risk
10.1. The method of transport, shipping, packaging, etc . will, if no further requirements
are agreed in writing between the Customer and ALSO, be determined by ALSO with the
appropriate duty of care.
10.2. Any specific wishes of the Customer regarding transport/shipment will only be
carried out if the Customer has agreed in writing to bear the additional costs thereof.
10.3. The transport of the goods is at the Customer's expense and risk, even if the carrier
demands that the waybills, transport addresses and the like contain the clause that all
transport damage is at the sender's expense and risk.
10.4. In the case of free delivery, transport costs will not be charged separately.
ARTICLE 11. Software and hardware
11.1. The following provisions apply - in particular - if ALSO supplies software.
11.2. Ownership and all intellectual property rights relating to the software products and
the underlying source code shall at all times remain with ALSO's suppliers, unless
expressly agreed otherwise in writing. The Customer shall not remove or alter any
distinguishing marks relating to the intellectual property rights of the rights holder.
11.3. The Customer is authorised to resell the software products to end users. The
Customer is entitled to grant a non-exclusive and non-transferable sub-licence to its end?user for the use of ALSO's supplier's software products in accordance with the relevant
software licence terms.
11.4. Such authorisation shall not entitle the Customer to copy or lend the software
products and related documentation of ALSO or its suppliers, or to make them available
to its end-users other than by means of said sub-licence, whether or not for
consideration.
11.5. The Customer must explicitly inform the end- user of the limited right of sub?licensing, as well as of the obligation to thoroughly read the instructions for use before
using the goods, so that no rights in respect of the applicable warranty liability provisions
are relinquished.
11.6. All trademarks on the items are and remain intellectual property of the respective
manufacturers. Use of these trademarks requires the prior written consent of the
respective manufacturers. The licence agreement associated with the product applies to
the use and delivery of the software.
11.7. Where software is included in the delivery, the software is transferred to the
business Customer for one-time resale and to the end customer for exclusive use;
copying or transferring the software to others for use is not permitted. The right to use
the software multiple times requires special written permission. In addition, the software
manufacturer's licence agreement applies to the use of the software.
ARTICLE 12. Force majeure
12.1. Force majeure on the part of ALSO will occur if ALSO is prevented from fulfilling its
obligations under the contract or the preparation thereof as a result of: unworkable
weather, unreachable or impassable loading and unloading places, war, threat of war,
civil war, riots, terrorism, vandalism, fire, water damage, flooding or shipping bans as a
result of high or low water or other obstructions to navigation, epidemic, organised and
unorganised strikes, sit-in strikes, lockouts, seizures, import and export impediments,
government measures, defects in machinery, malfunctions in the delivery or supply of
energy, lack of materials, raw materials, auxiliary materials and stock, defects in means
of transport and transport impediments, both in the company of ALSO and its suppliers
and those charged with storage or transport, together with all other causes that have
arisen through no fault of, or outside the sphere of risk of, ALSO.
12.2. In the event of force majeure, indicated delivery dates will be extended by the
period during which ALSO is prevented by the force majeure from fulfilling its obligations.
12.3. If due to force majeure the delivery is delayed by more than 1 month, either ALSO
or the Customer may terminate the as yet unperformed part of the contract subject to the
provisions of section 4.
12.4. If the force majeure occurs when the contract has already been partially performed,
the Customer will retain the part of the goods already delivered or will not revoke the part
of the contract already executed and pay the purchase price due in both cases, unless
the Customer demonstrates that the part of the goods already delivered can no longer be
used effectively due to the non-delivery of the remaining goods. In such a case, if the
remaining delivery is delayed by more than 1 month due to force majeure, the Customer
shall be entitled to terminate the contract for the part already delivered and return to
ALSO, at the Customer's risk and expense, the part already delivered.
12.5. Neither ALSO nor the Customer will be liable for, or liable to pay damages in the
event of, termination of the contract as a result of force majeure.
ARTICLE 13. Warranty
13.1. Except as stipulated in Article 14 section 5, ALSO provides a warranty on material
and manufacturing faults in respect of the goods it delivers. The warranty exclusively
implies that ALSO will, to the best of its ability, either repair these faults or replace the
goods, at the option and discretion of ALSO. Consumables such as disc packs and other
memory carriers will not be replaced. Products or parts thereof, which are replaced
pursuant to this warranty, become the property of ALSO. Defects should be reported in
writing to ALSO in order to be considered. Recovery of lost data is not covered by the
warranty.
13.2. The warranty does not apply if the faults are entirely or partially the result of
incorrect, careless or inexpert use, use for other than normal (business) purposes,
external causes, such as e.g. fire or water damage, or if the goods have been modified
or maintained by others than ALSO.
13.3. Unless otherwise agreed, the warranty in respect of the goods delivered by ALSO
is for a period of 3 months from the time of delivery, unless a different warranty period is
issued by the relevant manufacturer.
13.4. Compliance with its warranty obligations by ALSO, shall constitute sole and
absolute compensation. ALSO is not obliged to any further obligations, nor is the
Customer entitled to a claim to rescind the contract.
13.5. If ALSO receives the goods from a supplier, the warranty is limited to the applicable
warranty of the supplier. ALSO will inform the Customer of the applicable provisions
upon request.
13.6. Repair outside the scope of the applicable warranty will be charged by ALSO.
ARTICLE 14. Liability
14.1. ALSO is not liable for loss suffered by the Customer, except and insofar as the
Customer can prove wilful misconduct or gross negligence by ALSO.
14.2. ALSO's total liability is limited to compensation for loss up to the amount of the
price stipulated for that contract (excl. VAT). If the contract is mainly a continuing
performance contract with a term of more than one year, the stipulated price is set at the
total of the fees (excl. VAT) stipulated for one year.
14.3. ALSO's total liability for loss for death or bodily injury or for material damage to
property shall in no event exceed €1,000,000.00 per calendar year, whereby a series of
related events shall count as one event.
14.4. Liability of ALSO for loss such as consequential loss, lost profits, lost savings and
loss due to business interruption, is excluded at all times. ALSO accepts no liability for
costs and loss resulting from mutilation, destruction or loss of files, data and other data
carriers of the Customer. The Customer is itself responsible for possession and/or
backup of readable copies of the files, data and other data carriers.
14.5. Outside the cases mentioned in the preceding sections, ALSO shall not be liable
for loss, regardless of the ground on which an action for damages would be based.
However, the maximum amounts mentioned in previous sections shall not apply if and
insofar as the loss is the result of intent or gross negligence of ALSO.
14.6. ALSO's liability due to attributable failure in the performance of a contract only
arises if the Customer gives ALSO prompt and proper notice of default in writing, stating
a reasonable period to remedy the failure, and ALSO remains attributably in breach of its
obligations even after such period. The notice of default should contain as detailed a
description of the defect as possible, so that ALSO is able to respond adequately and
remove and/or remedy the defect.
14.7. Any right to compensation is conditional upon the Customer having reported the
loss in writing to ALSO as soon as possible after it occurred. The Customer indemnifies
ALSO against all third-party claims for product liability resulting from a defect in a product
and/or system supplied by the customer to a third party which partly consisted of
equipment, software and/or other materials supplied by ALSO , except if and insofar as
the customer proves that the loss was caused by ALSO-supplied equipment, software or
other materials.
14.8. The products are intended for normal commercial use. The use in safety-critical
systems, nuclear equipment, military facilities, life-support equipment or for the
production of weapons is prohibited unless written permission is obtained from the
manufacturer of the products.
14.9. ALSO disclaims any liability for infringement of intellectual property rights if the
products are exported from the country to which ALSO has supplied the products, as
ALSO cannot guarantee the protection of rights there.
ARTICLE 15. Dissolution and termination
15.1. Although ALSO will always consider sympathetically a Customer's request to
cancel, ALSO is in no way obliged to agree to such a request. Only written requests for
cancellation will be considered by ALSO. If ALSO has already purchased or reserved
goods in fulfilment of the relevant contract, ALSO will not agree to cancel.
15.2. In each case in which ALSO agrees to cancel, the Customer shall pay to ALSO a
minimum of 10% of the agreed total contract sum - increased, to the extent applicable,
by the amounts due under section 3 - depending on the time of receipt of the written
cancellation.
15.3. Delivered and accepted goods, with the exception of those referred to in Articles 5
and 14 (complaints, warranty), shall not be taken back by ALSO, unless otherwise
agreed in writing. If and insofar as the parties agree for the goods to be taken back,
ALSO shall be entitled to credit the goods against the market prices on the day of taking
back the goods, and section 2 shall then apply.
15.4. If a contract is terminated in any way, the provisions regarding confidentiality,
dissolution/termination, applicable law and disputes shall continue to apply in full.
ARTICLE 16. Cybersecurity
16.1. ALSO will provide and make available identification data and other information for
its online portal exclusively to the (contact person of the) Customer for the use of
products and services. The (contact person of the) Customer will handle this
identification data and other information with care.
16.2. In case of loss, theft and/or other forms of unauthorised use, the Customer shall
notify ALSO as soon as possible in writing so that appropriate measures can be taken.
16.3. The Customer indemnifies ALSO against any liability in case of misuse of this data.
The Customer bears all responsibility, liability and costs caused by the unlawful use of
the identification data, used and/or distributed by the Customer. Even in the case of
cybercrime.
16.4. Under no circumstances shall ALSO be liable for the misuse and/or unlawful use of
such identification data.
16.5. If it can be reasonably suspected that misuse or unlawful use has been made of
the Customer's identification data, ALSO may issue instructions to the Customer which
must be implemented.
16.6. If it is established that such identification data has been misused or that the
Customer has not complied with the instructions referred to above in sections 2 to 5, the
Customer shall be immediately in default.
16.7. The risk of loss as a result of cybercrime must be regulated and insured by the
Customer.
ARTICLE 17. Definitions
17.1. By cybercrime, ALSO means:
1. Malware on the Customer's computer system or computer network;
2. An intrusion on the Customer's computer system or computer network;
3. A (D)DoS attack by or through the Customer's computer system or
computer network;
4. Data breach;
5. Misuse through the Customer's computer system or computer network;
6. Cyber extortion.
17.2. In the event of cybercrime affecting the Customer causing ALSO to suffer loss, the
Customer shall fully indemnify ALSO against all risks and liability and, above all,
compensate ALSO for all loss arising therefrom, suffered by ALSO.
17.3. An ALSO customer must take all measures reasonably practicable to prevent
cybercrime and, in any case, the Customer must adequately insure itself to prevent or
cope with the risk of loss.
17.4. The Customer may expect ALSO to ensure, in a prudent and verifiable manner,
that the provision of identification data and access codes is diligent. To this end, the
Customer shall designate to ALSO an administrator or contact person who is exclusively
and personally provided with identification data and access codes.
17.5. The data provided to the Customer's contact person is personal and confidential
and should not be shared within the Customer's organisation. If more access within the
Customer's organisation is necessary for different individuals, the Customer will submit a
written request to ALSO to this effect and ALSO will provide this as soon as possible and
appropriately.
17.6. If a contact person within the Customer's organisation leaves or no longer requires
necessary access to ALSO's systems, that contact person and otherwise the Customer
will ensure that this is notified to ALSO so that ALSO can revoke, block or delete the data
provided.
17.7. Assignments, orders and other changes to data given through the designated
contact person within the Customer's organisation may be considered by ALSO as
correct and trusted, unless there are special circumstances whereby ALSO could or
should reasonably suspect cybercrime.
ARTICLE 18. Confidentiality
18.1. The parties are mutually obliged not to disclose mutually exchanged confidential
(business) information to any third party. The Customer must take measures so that this
confidentiality is observed by its employees.
ARTICLE 19. Export
19.1. The re-export of items from the Netherlands is subject to Dutch, European, US and
possibly other local legal regulations and may not be allowed without an official licence.
Exporting ALSO-delivered goods to non-E U countries requires ALSO's written consent at
all times, irrespective of the Customer's obligation to take care of obtaining the necessary
import and export licences, as well as handling the other formalities. The Customer
remains responsible for compliance with the relevant conditions/provisions until the end
user obtains the items.
19.2. The import and export legislation, laws and regulations of, including but not limited
to, the Netherlands, the European Union, the United States of America and the importing
country may apply to the products, spare parts, technical data, software and
documentation. If the Customer exports the product outside the Netherlands, it must
comply with all applicable import and export laws and regulations and obtain all
applicable licences.
ARTICLE 20. Data protection/data storage
20.1. The Customer permits ALSO to process customer data received during the
business relationship or in connection with it, regardless of whether it comes from the
Customer or from third parties, pursuant to the Dutch data protection laws. Customer
data is stored in accordance with legal regulations.
20.2. The Customer agrees to ALSO providing detailed information on products,
amounts, turnover, as well as the Customer's name and address details to its suppliers
(sales reporting) in order to fulfil its contractual obligations, mainly for project deals
(company end-user supported by suppliers).
20.3. Furthermore, the Customer agrees that ALSO may disclose the data within the
ALSO Group and third parties for the purpose of executing contracts, verifying payment
behaviour or decisions regarding credits and collections. The Customer consents to the
transfer of data abroad, if deemed necessary by ALSO.
ARTICLE 21. Anti-corruption
21.1. The business relationship between the Customer and ALSO is based on objective
and transparent criteria and should not be unfairly influenced by the provision or
acceptance of personal benefits, such as inappropriate gifts or invitations. Therefore, the
Customer shall not offer or provide personal benefits to ALSO's employees if they may
affect or are intended to affect business transactions or decisions. The Customer will
also require its own employees not to offer, provide or request such benefits.
ARTICLE 22. Disputes and applicable law
22.1. All offers made by ALSO, all contracts and other commitments entered into with
ALSO, as well as the execution thereof, are governed exclusively by the laws of the
Netherlands. All transactions, to which these General Conditions apply, including
transactions with Customers based abroad, and the resulting legal relations for the
parties are exclusively governed by Dutch law.
22.2. In any case, the parties agree that the place of performance of all obligations
resulting from these General Conditions shall be the statutory place of business of
ALSO.
22.3. Any dispute between the parties shall be settled by the competent court of the
place of ALSO's registered office, without prejudice to ALSO's right to choose the court
having jurisdiction by law or by treaty.
ARTICLE 23. Final stipulation
23.1. The titles of the various articles of these General Conditions are for guidance only
and have no significance for the interpretation of those articles.
23.2. If any of the provisions of these General Conditions are invalid or otherwise not
binding, this shall not affect the validity of the remaining provisions. ALSO is then entitled
to amend the General Conditions to the extent necessary, such that the non-binding
provision(s) shall be replaced by provisions which differ as little as possible from the
relevant non-binding provision(s).