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General Terms

The general delivery and payment terms, in the following referred to as 'the Terms and Conditions', of the private limited company Complies B.V., with legal seat in Tynaarlo, in the following referred to as Complies, listed with the Chamber of Commerce in Meppel under number 02049841


Article 1. General

These terms and conditions apply to all offers and agreements between Complies and the customer as well as to any resulting obligations.

In these terms and conditions, 'the customer' refers to the client, or anyone who enters into an agreement with Complies or intends to do so, or for whom Complies makes an offer or performs a delivery or performance, as well as its successors in title.

If any provision of these terms and conditions is not legally valid or applicable for any reason, these terms and conditions will remain in force with respect to the remaining provisions. In case of the voidness of one or several provisions of a legal relationship between parties, parties will be bound by any rules that approximate as much as possible the purport of such void provision or provisions, which rules shall not be eligible for annulment.

Any purchasing terms and other terms and conditions of the customer are rejected and will not be applicable to agreements with Complies.


Article 2. Offers

All offers made by Complies are non-committal.

All price lists, brochures, and other data provided with an offer are binding for Complies only if expressly confirmed in writing. Complies is not required to provide detailed data unless otherwise agreed in writing. All (intellectual) property rights with respect to the offered/shown and/or demonstrated materials/data, in the broadest sense, are fully reserved.

Complies reserves the right to refuse orders without stating reasons, or to deliver C.O.D. or to require payment in advance.


Article 3. Agreement

An agreement is concluded following Complies’ written confirmation of an order, or after Complies has started to carry out the order. The order confirmation is deemed to reflect the agreement accurately and completely, unless the customer objects to it in writing within 5 business days.

When Complies has made an offer to the customer in advance, the agreement is concluded as from the moment that the order is received from the customer.

For services/deliveries for which, due to their nature and/or scope, no order confirmation is sent, the invoice shall also apply as an order confirmation, which will be deemed to accurately and completely represent the agreement, unless the customer objects immediately.

Any supplements and modifications to an agreement are only binding for Complies to the extent confirmed in writing by Complies.

Complies may deploy third parties for the proper execution of the order placed. The cost of such services will be charged to the customer in accordance with the quotations provided.

Any technical requirements imposed by the customer on goods to be delivered that deviate from the requirements that are normally applicable must be expressly notified by the customer to Complies upon conclusion of the agreements.


Article 3. Additional and reduced work

If the customer requires changes and/or additions before or during the execution of the work, he shall bear the relevant additional costs. Only if the change/addition has been accepted by us in writing will it be implemented.

If, in the final settlement, the balance of additional and reduced work results in a reduction of the agreed price, we may additionally claim compensation from the counterparty for loss of profit for an amount of at least 15% of this reduction.


Article 4. Prices

All quotations are issued subject to price changes.

Unless otherwise stated, our prices are:

based on the prices of cost that are effective at the time of the offer,

based on delivery from our company, warehouse or other storage facility,

exclusive of the cost of installation, commissioning or demonstrations,

exclusive of VAT, import duties, other taxes, levies and fees

listed in Euros: any changes to exchange rates will be billed

exclusive of the costs of packaging, loading and unloading, transport and insurance.


Complies has the right at all times to adjust its prices intermediately in situations such as in case of an increase in one or more of the cost price factors.

Because the 'Decree on the disposal of white and brown goods' of 21 April 1998 has taken effect, Complies charges the Client a disposal fee, incorporated in its prices, or as a separate item on the invoice regarding the goods covered by said legislation. The client is obliged to correspondingly charge the disposal fee to its customer(s) and ensure that this obligation is also imposed on subsequent customers.


Article 5. Complaints and returns

The client must check the packaging for any damage and/or defects immediately upon delivery and as completely as possible, and in any case on the next business day. Any damage and/or defects to the packaging must be noted on the delivery slip, the invoice and/or the transport document if such are identified upon delivery.

Without prejudice to the provisions of 5.1, the customer will inspect the delivered goods for any damage and/or defects as soon as possible after delivery and as completely as possible. Any damage and/or defects to the goods delivered must be noted on the delivery slip, the invoice and/or the transport document if they are discovered at the time of delivery, and if they are not discovered at the time of delivery, they must be reported to Complies in writing immediately, though no later than 30 working days after delivery.

Any faults and defects that could not reasonably be identified within the period specified in 5.2 must be reported in writing to Complies immediately after detection and at the latest within 3 months after delivery of the goods supplied.

Any complaints about invoices must also be submitted in writing, within 8 business days after invoice date.

After expiry of the periods specified in 5.1, 5.2, 5.3 and 5.4 respectively, the customer is assumed to have approved the goods delivered as well as the invoice. At such point, Complies will no longer take any complaints under advisement.

If and to the extent Complies holds the complaint to be valid, Complies is only required to repair the defect(s) or to replace the defective goods at Complies' discretion without any additional claim for compensation from the customer being possible.

Complaints do not relieve the customer of his payment obligations vis-a-vis Complies.

The customer may request to return of the goods delivered within fourteen days of receipt. The goods may be returned after this 14-day period, provided they are unused and unopened, but Complies will have the right to charge a re-stocking fee in that case. This fee is a maximum of 10% of the purchase price.

Goods can only be returned with the prior consent of Complies and on conditions to be determined by Complies. The customer is required to return the goods, where possible in their original packaging. In the event of repair or replacement of defective goods, the customer will return the goods at his own expense to an address specified by Complies.


Article 6. Payment / Default

Payment should be made by way of a bank transfer to an account designated by Complies before delivery takes place, or by cash payment before transfer of the goods upon delivery or collection.

Payment must be made without the offsetting os suspension of any amounts for any reason whatsoever.

Any amounts the customer pays will first serve to settle any interest and/or (collection) costs owed, and subsequently to settle the oldest outstanding invoices.

When the customer has issued a direct-debit mandate for the purpose of payment of Complies' invoices and a collected amount is reversed, the customer is required to pay the relevant invoice amount to Complies immediately through another payment method.

The customer will be considered in default legally and the (remaining) debt will in such case be instantly due and payable:

if the customer fails to meet any obligation of the agreement, in particular payment, or fails to do so on time;

if Complies has a valid reason to fear that the customer will fail to comply and does not follow suit upon the written demand to confirm his willingness to fulfill his obligations within the reasonable period set in the demand;

if the customer files for bankruptcy, is declared bankrupt, cedes assets, applies for suspension of payments, is declared subject to a debt restructuring arrangement under the Netherlands arrangement for the debt restructuring of natural persons , or an attachment is levied on a part or all of his assets and it is not lifted within 10 days after the attachment.

if the customer proceeds or decides to cease or transfer his business or a considerable part of his business, including the introduction of his business into a company to be incoporated or existing already, or proceeds or decides to change the purpose of his business or to dissolve it;

in case of death, if the customer is a natural person.


Article 7. Transfer of ownership, granting/transfer of rights

Goods delivered to the customer will remain the property of Complies and any rights to be granted or transferred will remain reserved to Complies until the customer has fully settled the compensation due under the agreement concluded with Complies for the (respective) delivery of goods or for the provision of services.

The customer is required to keep all goods delivered under retention of title with due care and recognizable as the property of Complies, and to insure them against all usual risks.

Complies is entitled at all times to (let) remove goods delivered under retention of title from the customer or the customer's property if the customer fails to comply properly with his obligations vis-a-vis Complies. The customer will provide Complies with all necessary cooperation and access upon Complies' first request.

In the event that third parties wish to attach Complies' retained property or wish to establish or exercise rights on such property, the customer must immediately notify Complies and immediately disclose Complies' right of ownership to such third parties.

As a security for the proper payment of all of Complies’ payments, on any account whatsoever, Complies also acquires, at the time the claim arises, a non-possessory pledge on all items, in which the items delivered by Complies have been incorporated or of which they form a part. The order signed by the customer and the subsequent written acceptance by Complies will be considered a private instrument as referred to in the law.


Article 8. Delivery

Any stated delivery times do not constitute strict time limits, are provided only by way of information and therefore are not binding.

Complies will make every effort to comply within the period specified. Delay in delivery shall not entail any penalty, damages or rescission of the agreement under any circumstances. Failure to perform on time will not confer the right to the customer to fail to perform any obligation arising from the agreement or to have the agreement performed by itself or by third parties, whether or not pursuant to a court order.

Performance will be considered completed: A. upon delivery and invoicing by Complies and the Client has approved the same; B. after expiry of 8 business days from the invoice date, without the Client having inspected the goods; C. after (partial) commissioning with regard to the part that has become operational, or if this part is inseparable from the other parts, with regard to the whole.

Complies has the right at all times to deliver an order in batches and to demand payment for each partial delivery. Complies is entitled to suspend delivery as long as the customer has not approved the previous delivery or has failed to accept it.

Complies has the right to deliver against cash on delivery.

The work is considered completed:

after Complies has been notified that the work is ready and the customer has approved the work;

after 8 days have lapsed from the notice referred to in 9.6.1 and the customer has not inspected the work;

after (partial) commissioning, with regard to the part that has become operational.


The customer cannot refuse approval based on minor defects or shortcomings, which are repaired by us within 30 days after completion.


Article 9. Transport/Risk

The method of transportation, shipment, packaging, etc., if no further instruction is given to Complies by the customer, shall be determined by Complies as a professional custodian/merchant.

Any specific requirements of the customer regarding transport/shipment will only be met if the customer has declared to bear the relevant additional costs.

The transport of the goods in principle is at the expense and risk of the customer, even if the carrier demands that the consignment bills, transport addresses and so on contain the clause that all transport damage is at the expense and risk of the sender.

In case of delivery carriage paid, the transport costs will not be charged separately.


Article 10. Services

If the provision of services takes place in phases, Complies and the customer will make separate arrangements.

Complies has the right to dissolve agreements with regard to services prior to the commencement of performance while the customer will not be able to exercise any right to compensation if Complies does not have the capabilities to provide the established services.


Article 11. Software and Hardware

The following provisions apply - in particular - when software is supplied by Complies.

All intellectual property rights regarding software products and the underlying source code will remain with Complies' suppliers at all times, unless expressly agreed otherwise in writing. The customer will neither remove nor modify all distinguishing marks related to the intellectual property rights of the rightful claimant.

The customer is authorized to resell the software products to end users. The customer has the right to grant its end user a non-exclusive and non-transferable

sublicense for the use of Complies' supplier's software products in accordance with the relevant software licensing terms.

This authorization does not give the customer the right to copy the software products and the associated documentation of Complies or his suppliers or to lend them or provide them to his end users in any way other than through said sublicense, whether or not for a fee.

The customer is obliged to explicitly draw the end user's attention to the limited right of sub-licensing, as well as to the obligation to thoroughly read the instructions for use before using the goods, to avoid the situation that rights are surrendered with respect to the applicable warranty-liability provisions.


Article 12. Force Majeure

12.1 In the event that circumstances arise which may burden the parties' fulfilment of their obligations, as to be expected in the normal settlement of the transaction concerned, to such an extent that the parties would have been unlikely to accept the relevant obligation under the circumstances pertaining, the obligations concerned will be suspended on both sides. If a situation as referred to in the preceding sentence has continued for more than ninety days, parties will have the right, within the following ninety days, to terminate the agreement by giving written notice. Any performance already completed under the agreement will at such time be settled pro rata, without the parties mutually owing anything else.


Article 13. Warranty

Subject to the provisions of 14.5, Complies provides a warranty on material and manufacturing defects regarding its goods. The warranty only means that Complies will either repair such defects to the best of its ability or replace the goods, at Complies' discretion. Consumer such as punch cards, disc packs and other Memory Carriers will not be replaced. Products or parts of such goods which are replaced under this warranty will be the property of Complies. Any defects must be reported in writing to Complies in order to be processed. Restoration of lost data is not covered by the warranty.

The warranty does not apply if the defects are wholly or partially the result of improper, negligent or incompetent use, use for purposes other than normal (business) purposes, external causes, such as fire or water damage, or if the goods have been modified or maintained by anyone other than Complies.

Unless established otherwise, the warranty regarding the goods manufactured by Complies applies for a period of 3 months from the time of delivery with an in-warehouse stock of 30 days from the date of invoice applicable from January 1, 2017.

Complies' compliance with its warranty obligations will be considered sole and total compensation. Complies will not be obliged to assume any further obligations, nor will the customer be entitled to make a claim for rescission of the agreement.

If Complies receives the goods from a supplier, the warranty is limited to the applicable warranty of the supplier. Complies will inform the customer of the applicable provisions upon request.

Any repairs outside the scope of the applicable warranty will be charged by Complies.

Complies will be free to choose whether to restore said defects by repair or by replacement of materials free of charges.


Article 14. Liability

Except in case of willful intent or gross recklessness, Complies will not be required to pay any compensation for damage of any kind, direct or indirect, including business damage to movable or immovable property, or to persons, both at the expense of the customer and third parties.

Complies' liability will under no circumstance exceed the total amount of the order in question.

In any event, Complies will not be liable for any damage, which has occurred or is caused by the use of the delivered item or by its unsuitability for the purpose for which the customer has purchased it.

By the mere receipt of the delivered goods by or on behalf of the customer, Complies is indemnified for any and all claims by the customer based on manufacturing defects, or due to any other cause.

In the event that the customer has exercised the right to terminate the agreement prematurely, Complies will only be liable for the additional costs they must incur on account of the fact that a third party must complete the unfinished assignment. However, Complies will never be liable for the mere delay in execution of the established activities, nor for business damages.


Article 15. Confidentiality

15.1 The parties are mutually obliged to maintain complete confidentiality vis-a-vis third parties with regard to confidential (business) information provided to each other. The customer is obliged to take measures to ensure that this confidentiality is observed by its employees.


Article 16. Export

16.1 Re-export of goods from the Netherlands is subject to the Dutch and US American

statutory regulations and is not allowed without an official license. The export of Complies' goods to non-EU countries requires our written consent at all times, irrespective of the customer's obligation to obtain the necessary import and export licenses as well as to handle the other formalities. The customer remains responsible for compliance with the relevant conditions/provisions until the goods are obtained by the end user.


Article 17. Digital orders through API / XML

In case the customer makes use of the possibility of placing orders directly with Complies through API / XML, the following conditions apply as well. In case of conflict between the conditions below and those mentioned above, the conditions below will prevail.

The customer can only use the possibility of placing orders directly with Complies through API / XML if the customer has received a relevant key/link from Complies. Responsibility for the accuracy of the order (including items, quantities, delivery addresses, etc.) lies with the customer at all times.

In case an order is placed, the customer will always be obliged to pay the costs involved, such as, but not limited to, shipping costs, handling costs, restocking fee and

packaging materials to Complies, even if the delivery is withdrawn or refused for any reason or by any party.


Article 18. Disputes

Any disputes arising from agreements with Complies will be settled by the District Court of Noord Nederland, Assen location.

All matters subject to these terms and conditions shall be governed exclusively by Netherlands law.


Article 19. Special supplier offers

In the event of a special offer with a supplier(s) of Complies under which a certain pricing is conditionally granted to the customer if the customer places a specific order, as is to be determined by the supplier, the customer commits himself to comply with the formalities and requirements imposed under such special offers and to provide the required documents available at its offices supporting the aforementioned special offers to Complies upon its first request, for a period of 5 years. For example, if a particular special offer requires the customer to sell the items ordered under such special offer to a particular end user, the customer comits himself to adequately document the fulfillment of this condition and must keep it available for Complies. In the event of failure to comply with the aforementioned obligations, the customer undertakes to immediately return the benefits granted to it under this special offer to Complies and Complies will have the right to refuse such customer any further special offers. In case of any further loss, Complies reserves the right to claim relevant compensation from the customer.