General Terms and Conditions of Sale
LAST UPDATED: AUGUST 2026
Article 1 – Definitions
In these Terms and Conditions, the following definitions shall apply:
a. "Seller": the user of these General Terms and Conditions, Infinitron B.V., having its registered office in Rotterdam and registered with the Dutch Chamber of Commerce under number 97214051, with offices at Boschjesstraat 13, (1541 KH) Koog aan de Zaan;
b. "Buyer": the legal entity or individual acting in the course of a business who purchases goods and/or services from the Seller;
c. "Agreement": the agreement concluded between Seller and Buyer regarding the sale and delivery of goods and/or provision of services;
d. "Parties": Seller and Buyer jointly;
e. "Terms and Conditions": these General Terms and Conditions of Sale.
Article 2 – Applicability
2.1 These Terms and Conditions apply to all offers and Agreements relating to the sale and delivery of goods and/or provision of services by the Seller to the Buyer and to all related rights and obligations. The applicability of any purchase or other general terms and conditions of the Buyer is expressly excluded.
2.2 Deviations from and/or additions to these Terms and Conditions or to the Agreement shall only be valid if agreed in writing between the Parties.
2.3 If any provision of these Terms and Conditions is null and void or is annulled, the remaining provisions shall remain fully effective.
Article 3 – Offers and Formation of the Agreement
3.1 All offers and quotations made by or on behalf of the Seller are non-binding, unless expressly stated otherwise in writing by the Seller.
3.2 An Agreement is formed only when an offer from the Seller is accepted in writing by the Buyer and subsequently confirmed in writing by the Seller.
3.3 Any verbal commitment by an employee of the Seller shall have no binding effect and shall not give rise to an Agreement.
Article 4 – Prices, Payment and Security
4.1 All prices are exclusive of VAT and any other product- or service-specific government-imposed taxes or levies.
4.2 The Parties shall specify in the Agreement the date(s) on which the Seller will invoice the Buyer for the agreed fees. Amounts due shall be paid by the Buyer in accordance with the agreed payment terms or those stated on the invoice. The Buyer is not entitled to suspend payment or to offset amounts owed.
4.3 If the Buyer fails to pay the invoices on time or in full, all amounts owed by the Buyer to the Seller become immediately due and payable.
4.4 The Seller is entitled to suspend performance of its obligations until the Buyer has fulfilled its obligations to the Seller, without prejudice to the Seller's rights to terminate the Agreement, to claim performance and/or to seek damages.
4.5 The Seller’s administrative records constitute full proof of the services provided and the amounts owed by the Buyer, subject to the Buyer's right to provide evidence to the contrary.
4.6 If the Buyer fails to pay any amounts due on time or in full, the Buyer shall owe statutory interest on commercial transactions on the outstanding amount without prior notice of default being required, unless otherwise agreed by the Parties. The Buyer shall also be liable for extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
4.7 If the Buyer fails to pay the amounts due on time or in full, the Seller is entitled to engage third parties to collect its claims. The Buyer shall, in addition to the total amount due, be liable to compensate all reasonable legal and extrajudicial costs, including costs charged by external experts. This is without prejudice to the Seller's other statutory and contractual rights.
4.8 The Seller is entitled to demand security from the Buyer for performance of its obligations under or in connection with the Agreement. Such security may include (partial) advance payment or an adequate callable bank guarantee.
Article 5 – Engagement of Third Parties and Performance of the Agreement
5.1 The Seller is entitled to engage third parties for the performance of the Agreement.
5.2 The Seller shall perform the services under the Agreement to the best of its ability.
Article 6 – Retention of Title and Right of Retention
6.1 All goods delivered to the Buyer remain the property of the Seller until all amounts due from the Buyer under the Agreement have been paid in full.
6.2 If the Seller holds goods of the Buyer, the Seller is entitled to suspend delivery of such goods until the Buyer has fulfilled all of its payment obligations to the Seller.
Article 7 – Inspection, Complaints and Transfer of Risk
7.1 Upon receipt and installation of the goods, the Buyer must verify whether the goods comply with the Agreement. Minor defects that do not affect the functional use of the goods do not constitute grounds for refusing delivery.
7.2 Any complaints must be reported to the Seller in writing as soon as possible, and no later than five (5) days after delivery and installation of the goods, stating the facts giving rise to the complaint. Failing this, the goods shall be deemed to have been delivered and installed in good condition.
7.3 Complaints regarding non-visible defects must be reported to the Seller in writing within five (5) days after discovery or after such defects could reasonably have been discovered, stating the facts giving rise to the complaint.
7.4 Complaints, including warranty claims, do not entitle the Buyer to terminate the Agreement or suspend its obligations to the Seller, unless the Seller fails to remedy a valid defect within a reasonable period after a legitimate complaint.
7.5 The Buyer shall forfeit its rights if it fails to submit a complaint within the time limits set forth above and/or if it fails to give the Seller an opportunity to remedy the defects.
7.6 The risk of loss, theft, embezzlement or damage to goods, data, documents, software or data files transfers from the Seller to the Buyer upon delivery and installation of the goods. If delivery takes place in stages, the risk shall pass upon delivery of each individual stage.
Article 8 – Obligations of the Buyer
8.1 The Buyer shall cooperate with the Seller and with third parties engaged by the Seller to ensure optimal performance of the Agreement and shall remove any obstacles to such optimal performance.
8.2 If the Agreement includes installation of goods, the Buyer warrants that the premises, walls, electrical supply and all other necessary infrastructure are in a condition that allows the Seller to install the goods safely and without hindrance, and that the goods can be used safely and continuously without causing harm to persons or property.
Article 9 – Force Majeure
9.1. Force majeure means any circumstance beyond the control of the Seller that temporarily or permanently prevents the proper performance of the Agreement. Force majeure shall include (but not be limited to): extreme weather conditions, failures or acts/omissions of third parties directly or indirectly affecting Seller’s ability to perform, strikes, epidemics, pandemics, lockouts, power supply disruptions, transport disruptions, equipment breakdowns, government measures, and loss or damage during transport.
9.2. In the event of permanent force majeure, the Seller may terminate the Agreement without being liable to pay compensation or damages to the Buyer.
9.3. In the event of temporary force majeure, the Seller may, without liability for compensation, either suspend performance of the Agreement for the duration of the force majeure or terminate the Agreement in whole or in part. During suspension, the Seller may elect, and at the end of the suspension is obliged to choose, whether to proceed with or terminate the Agreement in whole or in part.
Article 10 – Liability
10.1. Liability for indirect or consequential damages, including but not limited to loss of profit, loss of savings or business interruption, is expressly excluded. Seller’s liability for direct damages is in any event limited to the amount paid under its business liability insurance policy for the relevant incident, plus any applicable deductible.
10.2. Except in cases of wilful misconduct or gross negligence, the Seller’s liability under the Agreement is limited to the total invoice value paid by the Buyer.
10.3. The Buyer shall indemnify the Seller against all claims by third parties arising from goods supplied by the Seller, except where such third parties have suffered damage as a result of the Seller ’s wilful misconduct or gross negligence.
Article 11 – Default and Termination
11.1. The Buyer is in default if it fails to perform any obligation under the Agreement in whole, in part or on time and fails to remedy such default within a reasonable period after a written notice of default.
11.2. In the event of default, the Seller is entitled to terminate the Agreement in whole or in part by giving written notice to the Buyer, without being liable for compensation or damages, and to demand immediate payment of all amounts owed by the Buyer, without prejudice to the Seller's rights to performance or damages under the Agreement or the law.
11.3. The Seller is entitled to terminate the Agreement in whole or in part without notice of default or judicial intervention if:
(a) the Buyer is declared bankrupt;
(b) the Buyer applies for suspension of payments;
(c) the Buyer ceases its business operations;
(d) the Buyer is liquidated;
(e) the Buyer is permanently unable to fulfil its obligations under the Agreement;
(f) the Seller reasonably anticipates that one of the above events is likely to occur.
11.4. All amounts owed by the Buyer to the Seller at the time of termination shall become immediately due and payable.
Article 12 – Confidentiality
12.1. The Parties shall treat as confidential and shall only use for the purpose of performing the Agreement all information, documents and data of a confidential nature received from the other Party.
12.2. The receiving Party shall take all reasonable technical, organizational and contractual measures, in line with the current state of the art, to protect such confidential information against unauthorized access, disclosure or use.
12.3. The confidentiality obligation does not apply to information:
(a) lawfully known to the receiving Party prior to disclosure by the other Party;
(b) lawfully obtained from a third party without a confidentiality obligation;
(c) that is or becomes publicly available other than through the receiving Party’s fault;
(d) that must be disclosed pursuant to a legal obligation or order of a competent government authority or court, provided that the disclosing Party notifies the other Party in advance (to the extent permitted by law).
12.4. Information shall in any case be deemed confidential if either Party designates it as such.
12.5. The confidentiality obligations in this Article shall remain in force for the duration of the Agreement and for a period of five (5) years after its termination or expiration for any reason.
Article 13 – Intellectual Property
13.1. All intellectual property rights to software, data files, databases, equipment, training materials and other materials developed or provided under the Agreement — including but not limited to analyses, designs, documentation, reports, quotations and preparatory materials — shall remain the exclusive property of the Seller.
13.2. Unless otherwise explicitly agreed, the Buyer is granted only a non-exclusive, non-transferable right to use such materials.
Article 14 – Assignment of Rights and Obligations
14.1. The Buyer shall not assign or pledge its rights or obligations under the Agreement to any third party without the prior written consent of the Seller.
Article 15 – General Data Protection Regulation (GDPR)
15.1. To the extent that the Parties share personal data in connection with the performance of the Agreement, they shall comply with applicable privacy laws, including the General Data Protection Regulation (GDPR).
15.2. Upon reasonable written request of the other Party, each Party shall provide a written explanation of its own compliance with applicable privacy laws, including the GDPR, without undue delay.
15.3. The Parties shall implement appropriate technical and organizational measures to ensure the confidentiality, integrity and availability of any personal data received from the other Party.
Article 16 – Applicable Law and Jurisdiction
16.1. The Agreement is governed exclusively by Dutch law.
16.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG, "Vienna Sales Convention") is expressly excluded.
16.3. All disputes arising out of or in connection with the Agreement shall be submitted to the competent court in Amsterdam, the Netherlands. The Seller reserves the right to submit disputes to the competent court in the jurisdiction of the Buyer's registered office if it so chooses.