General Terms and Conditions BeSuRe International

Article 1. Definitions

For the purposes of this, the following definitions shall apply:

Supplier: BeSuRe International BV in Blaricum;

Customer: any natural or legal person who purchases products or services from the supplier or with whom the supplier enters into an agreement or with whom the supplier is negotiating the conclusion of an agreement;

Agreement: any agreement concluded between the supplier and the customer, any amendment or addition thereto, as well as all (legal) acts in preparation and for the execution of that agreement;

Products: all matters that are the subject of an agreement;


Article 2. Applicability

2.1 These are part of all agreements and apply to all (related) acts and legal acts of the supplier and customer.

2.2 The applicability of any general or specific conditions or stipulations of the customer is expressly rejected by the supplier.


Article 3. Offer and conclusion of agreements

3.1 An offer or quotation does not bind the supplier and only counts as an invitation to place an order by the customer.

3.2 An agreement is only concluded if and insofar as the supplier accepts an order from the customer in writing or if an order is executed by the supplier. Orders issued by the customer are binding on the customer.

3.3 In the event of cancellation of an order placed by the customer, the supplier is entitled to charge for the resulting damage, with a minimum of 25% of the order value. This damage includes the costs of reserved production capacity, purchased materials, services invoked, storage and loss of profit.

3.4 All statements by the supplier of numbers, sizes, weights, other indications and technical

descriptions of the products have been done with care. However, the Supplier cannot guarantee that no deviations will occur in this respect. Images or drawings shown or provided are only indications of the products in question.

3.5 Drawings, calculations, photocopies, descriptions, samples and other documents relating to an offer remain the property of the supplier and must be returned at the supplier’s request. The buyer must refrain from infringements of the copyright that the supplier is deemed to have on these documents.

3.6 If the customer/client orders the supplier, verbally or in writing, to carry out work in preparation for installations, including the production of installation sketches, drawings and installation specifications, the supplier is entitled to charge costs for this consisting of working hours, materials and travel costs.

3.7 The costs referred to in Article 3.6 will not be charged upon final placement of the installation order.

3.8 Installation orders are definitively scheduled after receipt of a down payment of at least 50% of the total invoice value of the order confirmation. Orders, production orders and scheduling of technicians for the installation can only be placed or scheduled after receipt of the down payment.

3.9 After down payment, the order can no longer be canceled free of charge. Furthermore, the customer is and remains liable for payment for work already performed by the supplier as referred to in Article 3.6.


Article 4. Changes and additions

4.1 Changes to and additions to any provision in this regard can only be explicitly agreed in writing.

4.2 When a change or addition as referred to in paragraph 4.1 is agreed, this change or addition only applies to the relevant agreement.


Article 5. Praise

5.1 All prices are in euros and exclusive of VAT. Unless explicitly stated otherwise, the costs of the packaging required for transport and packaging and the costs of shipping, import and export duties and excise duties and all other levies or taxes imposed or levied in respect of the products and their transport, as well as all costs of assembly and/or construction of special facilities, shall be borne by the customer. The packaging required for transport and packaging will not be taken back by the supplier.

5.2 The prices are based on the circumstances applicable to the supplier at the time of the conclusion of the agreement, such as exchange rates, purchase prices, freight rates, import and export duties, excise duties, levies and taxes that are levied directly or indirectly from the supplier or charged to the supplier by third parties. If these circumstances change after the conclusion of the agreement but before delivery, the supplier has the right to pass on the resulting costs to the customer.


Article 6 Delivery time

6.1 The delivery time specified by the supplier is based on the circumstances applicable to the supplier at the time of the conclusion of the agreement and, insofar as it depends on the performance of third parties, on the information provided by those third parties to the supplier. The delivery period will be observed by the supplier as much as possible.

6.2 The delivery time starts on the date of the written order confirmation by the supplier. If the supplier needs data or tools for the execution of the agreement that must be provided by the buyer, the delivery period starts on the day that all necessary data or tools are in the possession of the supplier, but no earlier than the date of the written order confirmation.

6.3 Agreed delivery times may be extended or shortened by the supplier. The Supplier shall inform the Customer of this as soon as possible.

6.4 In the event of late payment or exceeding the credit limit allocated by the Supplier, the Supplier reserves the right to suspend the delivery of new orders until the Customer has fulfilled its payment obligation.

6.5 If the delivery period is exceeded, the customer is not entitled to any compensation. The customer is also not entitled to dissolve the agreement. If the exceeding of the delivery period is such that the customer cannot reasonably be expected to maintain the agreement, the latter can send a written request to cancel the order in question to the supplier.

6.6 The Supplier reserves the right to invoice in the interim if partial deliveries of products and/or services are more than ten (10) days apart.

6.7 If a specified delivery period is exceeded due to the actions or negligence of the customer, the customer will owe the supplier the resulting additional costs.


Article 7. Delivery and risk

7.1 The risk of the products and the packaging is always transferred to the customer at the time when the

products are ready for shipment. The transport of the products is at the expense and risk of the customer.

7.2 In the case of orders, the supplier has the right to charge administration costs or costs for shipping or repackaging of sales units.

7.3 Shipment takes place in a manner chosen by the supplier, unless the customer prefers another method of shipment, in which case the associated additional costs will be borne by the customer.

7.4 If the customer does not take delivery or takes receipt of the products or the documents issued for the products or does not take them in time, the customer is in default without notice of default. In that case, the supplier is entitled to dissolve the agreement and to store the products (or have them stored) or sold to a third party at the expense and risk of the customer. The customer remains liable for the purchase price, plus interest and costs (by way of compensation), possibly less the net proceeds of the sale to that third party.

7.5 If products are made available to the customer for a certain period of time, these products are at the risk of the customer for that period.

7.6 Paid stock items (BVA) are at the risk of the customer at the supplier (or on his behalf at third parties). The customer must insure the goods himself against damage and fire.


Article 8. Force majeure

8.1 Force majeure is understood to mean any circumstance independent of the supplier’s will, as a result of which the fulfilment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfilment of its obligations cannot reasonably be required of the supplier, regardless of whether that circumstance was foreseeable at the time of the conclusion of the agreement. These circumstances also include: strikes whether or not at the supplier, stagnation or other problems in production by the supplier or suppliers and/or in the own or third-party transport and/or measures of any government agency, as well as the absence of any permit to be obtained from the government, such as import or export license.

8.2 Force majeure in installations also includes all malfunctions caused by environmental factors such as: equipment installed by third parties, cabling underfloor or above floor that influences the operation of the system to be installed.

8.3 The supplier shall inform the customer as soon as possible of a (possible) force majeure situation. If the supplier is unable to meet its obligations towards the customer due to force majeure, those obligations will be suspended for the duration of the force majeure situation. As soon as the force majeure situation is over, compliance with the agreement will resume.

8.3 If the force majeure situation has lasted for a long time, both parties have the right to dissolve the agreement in whole or in part, insofar as the force majeure situation justifies this. Deliveries of products and/or services already made will be charged to the customer.

8.4 In the event of force majeure, the customer is not entitled to any (damage) compensation, even if the supplier should have any advantage as a result of the force majeure.


Article 9. Payment

9.1 The Customer shall pay the supplier the amounts charged to him, effectively in the currency stated on the invoice, within fourteen (14) days of the invoice date. Deviations from this payment term must be agreed in advance in writing and explicitly and only apply to the relevant agreement.

9.2 The Customer will pay for purchases via the EMTAG EAS Technologiesternational webshop via an invoice that the Customer receives with a payment term of 14 days.

9.2 All payments must be made to a bank or giro account to be designated by the supplier.

9.3 The Customer must pay all amounts charged to him without discounts or deductions and he is not authorized to set off those amounts against counterclaims purported by him. The Customer shall under no circumstances have the right to suspend any payment obligation towards the Supplier.

9.4 The Supplier may at any time demand advance payment of the purchase price or the provision of, in the opinion, sound security.

9.5 Due to the mere expiry of a payment term, the customer is in default. In that case, all claims of the supplier on the customer immediately due and payable.

9.6 For the execution of installations, the customer always owes a down payment of 50% when placing the order. The remaining payment must be made no later than 2 working days before installation.

9.7 The customer is in default simply by the expiry of a payment term. In that case all
claims from supplier to customer are immediately due and payable.

9.8 Without further notice of default, the Customer owes interest from that day on all amounts that are not paid no later than the last day of the agreed payment term, equal to the marginal allocation interest for refinancing transactions, determined by the European Central Bank, plus a surcharge of seven percent (7%).

9.9 If the customer is in default towards the supplier, the customer is obliged to reimburse the supplier for all extrajudicial and judicial collection costs. The extrajudicial costs to be reimbursed by the customer amount to at least 15% of the unpaid amount, with a minimum of 40.00 euros, plus the VAT due.


Article 10. Retention

10.1 The ownership of the products, notwithstanding the actual delivery, only passes to the customer after the customer has paid in full all that he owes or will owe to the supplier under any agreement.

10.2 Before the ownership of the products has been transferred to the customer, the customer is not entitled to sell or deliver, to dispose of, to rent or use the products to third parties, to pledge them to third parties or otherwise to encumber them for the benefit of third parties.

10.3 The customer is only entitled to deliver the products delivered under retention of title to third parties.

sell or deliver, in so far as this is necessary in the ordinary course of business of customers. If these products become part of another item through processing, the supplier becomes co-owner of this with a share equal to the invoice value and the supplier is therefore entitled to a proportional percentage of the selling price of the new item.

10.4 If and as long as the supplier is the owner of the products, the buyer will immediately inform the supplier in writing when the products are seized or (any part of) the products is otherwise claimed. Furthermore, at the request of the supplier, the customer will inform the supplier where the products are located.

10.5 In the event of attachment, (provisional) suspension of payment or bankruptcy, the customer will immediately inform the attaching bailiff, the administrator or the trustee of the (property) rights of the supplier.


Article 11. Inspection and Advertising

11.1 The Customer is obliged to inspect the products accurately (or have them inspected) immediately after arrival at the place of destination or, whichever is earlier, after receipt by the Customer or by a third party acting on his behalf. Any complaints about defects in the products, which are due to material or construction defects, must be communicated to the supplier in writing no later than eight (8) days after arrival of the products.

11.2 Defects that could not reasonably have become within the aforementioned period

must be reported to the supplier in writing immediately after discovery and at the latest within thirty (30) days after arrival of the products.

11.3 After discovering any defect, the customer is obliged to immediately cease the use, processing or installation of the products in question.

11.4 The Customer shall provide all cooperation desired by the Supplier for the examination of the complaint, including by giving the Supplier the opportunity to conduct an investigation on site into the circumstances of processing, installation or use.

11.5 The Customer has no right to complain with regard to products of which the supplier does not

control of advertising may take place.

11.6 The customer is not free to return the products before the supplier has agreed to this. Only if a timely, correct and justified complaint has been made, the reasonable costs of return are for the supplier; however, the products remain at the risk of the customer. Complaints do not release the customer from his payment obligation.

11.7 If the customer complains in a timely, correct and justified manner with regard to defects in a product, the resulting liability for the supplier is limited to the obligations described in Articles 12 and 13 and the customer has no further claims against the supplier. Defects with regard to a separate batch of products, which is part of a delivery consisting of several parties, never give the customer the right to dissolve the entire agreement.

11.8 Complaints that are not communicated to the supplier in a timely and correct manner do not give the customer any claims whatsoever against the supplier.


Article 12 Guarantee

12.1 The Supplier guarantees that the products will not be used for twelve (12) months from delivery.

show material and/or construction defects, provided that the products have been assembled by the supplier and have been treated and maintained in a normal manner and under normal conditions.

12.2 The Supplier guarantees that the products, in the case of hardware, do not show any setting or adjustment errors for six (6) months from delivery, provided that the products have been assembled (and repaired where appropriate) by the Supplier and have been handled and maintained in the normal manner and under normal circumstances.

12.3 Malfunctions that are caused by improper use by the customer, or by malfunction of systems or equipment installed by third parties or other environmental factors for which the supplier cannot be held responsible, are expressly not covered by the warranty.

12.4 If, in the reasonable opinion of the supplier, it has been sufficiently demonstrated that the products show materials/or construction defects, the supplier will have the choice either to replace products that have proved to be defective free of charge, or to repair the products in question properly, or to grant the customer a discount on the purchase price to be determined by mutual agreement. By fulfilling one of the aforementioned services, the supplier will be fully discharged with regard to its warranty obligations and the supplier will not be obliged to pay any further (damage) compensation.

12.5 The products remain entirely at the risk of the customer in the event that the supplier performs repair work on the products, unless the repair is the result of a defective performance by the supplier and the customer cannot reasonably be expected to insure the products for the above risk.


Article 13. Service and Maintenance Agreements

13.1 Service and Maintenance Agreements are entered into for a predetermined period from the date of installation.

13.2 During the contract period, the supplier shall not charge the customer any costs for technical interventions to installations installed by the supplier, provided that they fall under the conditions of the maintenance contract.

13.3 Excluded from the maintenance agreement are technical interventions for malfunctions resulting from incorrect use, malfunction by installations or equipment that have not been installed or installed by the supplier, change of environmental factors after installation, damage caused by third parties, natural disasters and other causes that cannot be attributed to the supplier.

13.4 Maintenance agreements are tacitly extended annually by the supplier for one (1) year until the end of the agreed period.

13.5 The agreement is terminated by operation of law at the end of the agreed period.

13.6 In the event of premature termination of the agreement by the customer, a penalty clause of at least 1 year’s rate of the agreement applies.

13.7 The payment of maintenance agreement to the supplier must be paid annually prior to the automatic renewal of the contract by the customer.

13.8 In the event of late payment of the agreement, the payment obligation by the customer towards the supplier will continue to exist. The Supplier is entitled to cease the performance of work and deliveries until the claim has been paid in full.

13.9 Service and maintenance agreements can be taken over under the same conditions if the customer sells the company.

13.10 If a new owner terminates the agreement before the original expiry date of the agreement, a penalty clause applies to the original owner of at least one annual rate of the agreement.


Article 14. Liability and indemnification

14.1 Except in the event of intent or gross negligence on the part of the supplier or its management staff (depending on the extent of the damage in relation to the purchase price), the supplier’s liability is limited to the amount that the supplier’s insurance company pays out in any case.

14.2 Except in the event of intent or gross negligence on the part of the supplier or its management staff, the customer shall indemnify the supplier against all claims by third parties in respect of compensation, damage, costs or interest, in connection with the products or arising from the use of the products.

14.3 The Supplier undertakes to install systems to the best of its ability, but can under no circumstances be held liable for the disappearance of secured goods.

14.4 For internet connections and wireless connections, the Supplier is only liable for the equipment and wiring installed by it.

14.5 Work and deliveries that the supplier must carry out in order to realize the necessary internet connection will be invoiced by the supplier to the customer.


Article 15. Default/dissolution

15.1 If the customer does not properly or not timely comply with any obligation that for him from any

agreement should arise, the customer is in default without notice of default and the supplier has the right:

  • suspend the execution of that agreement and directly related agreements

until performance is sufficiently ensured; and/or

  • dissolve that agreement and directly related agreements in whole or in part;

without the supplier being obliged to pay any compensation towards the customer and without prejudice to the supplier’s further rights.

15.2 In the event of suspension of payment, bankruptcy, shutdown or liquidation of the customer’s business, all agreements with the customer will be dissolved by operation of law, unless the supplier informs the customer within a reasonable time to demand compliance with (part of) the relevant agreement(s), in which case the supplier has the right without notice of default:

  • suspend the execution of the relevant agreement(s) until fulfilment by the customer

has been sufficiently secured; and/or

  • suspend all its possible obligations towards the customer; without the supplier being obliged to pay any compensation and without prejudice to the supplier’s further rights.

15.3 In each of the cases referred to in paragraphs 14.1 and 14.2, all claims by the supplier against the customer are

immediately and in their entirety due and payable, the customer is obliged to immediately return unpaid products and the supplier has the right to enter the premises and buildings of the customer in order to take possession of the products.


Article 16. Applicable law – competent court

16.1 The agreement and this is governed by Dutch law.

16.2 If disputes that arise as a result of the agreement or the will, insofar as not otherwise mandatory by law, are subject to the judgment of the competent court in Amsterdam, on the understanding that the supplier has the right to bring claims, whether or not simultaneously, against the customer before other judicial bodies that are competent to take cognizance of such claims on the basis of national or international rules of law.

16.3 The applicability of the Vienna Sales Convention (CISG) is excluded

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