1.          General

1.1         These general terms and conditions of delivery and payment apply to all offers that are made and to all agreements entered into by PC-PoS Benelux B.V.

1.2         Additional or deviating provisions or conditions only apply if these have been accepted in writing by PC-PoS Benelux B.V.; these deviations only apply to the agreement that they were made for.

1.3         If the offer and acceptance refer to different general terms and conditions, PC-PoS Benelux explicitly rejects the general terms and conditions that its client uses, insofar as these are contrary to those at issue here.

1.4          PC-PoS Benelux B.V. is only bound to the terms and conditions, after it has accepted the order and/or offer of the client in writing, respectively after it has started the execution of the order. All arrangements made beforehand that are not accepted in writing, are considered defunct. If, in contravention to the above stipulations, the offer is made by PC-PoS Benelux B.V., then this is free of obligation.

2.          Prices

2.1         All tenders and prices that are charged, are ex warehouse, without VAT in Euros (€), unless explicitly stated otherwise. The prices are based on the applicable cost factors at the time of the closing of the agreement, such as materials, wages, import and export duties, levies, taxes, cargo and insurance, etc.

2.2         In case of increases in the cost price as meant in article 2.1, after the day on which the agreement was closed, PC-PoS Benelux B.V. is authorized to modify the agreed prices correspondingly. The client then has the right to cancel the agreement against a compensation of the costs made by PC-PoS Benelux with respect to the agreement.

2.3         In case of an agreed payment in foreign currency, PC-PoS Benelux B.V. is authorized to modify the price correspondingly, if the exchange rates have changed to their disadvantage after the closing of the agreement. The client then has the right to cancel the agreement against a compensation of the costs made by PC-PoS Benelux B.V. with respect to the agreement.

2.4         A contribution of € 17,50 shipping costs and order costs in the Netherlands will be charged for deliveries of a total amount of less than € 750 per order. For Belgium and Luxembourg order and shipping costs are € 17,50 for orders below a value of € 1250,00 .

3.          Delivery

3.1         Delivery takes place ex warehouse. On the buyer’s request, the items will be sent to them, in which case the delivery takes place by handing the items over to the carrier.

3.2         The stated delivery times are estimates. In case the delivery time is exceeded, the client will declare Benelux B.V. liable in writing, taking into account that PC-PoS Benelux B.V. is granted a reasonable term to still comply with the supply commitment. This term will in no case be shorter than 14 days. PC-PoS Benelux B.V. is not liable for damage due to late delivery.

3.3         If the items have not been accepted by the client after the stated delivery term, then the items are kept at the disposal of the client, stored at their expense and risk. In that case, PC-PoS Benelux B.V. can demand payment as if the delivery had actually taken place.

3.4         Delivery outside the Netherlands occurs Ex Works (EXW) incoterms 1990 ’s-Hertogenbosch, unless one of the other incoterms of the ICC, Edition 1990 has been agreed to in writing.

4.          Complaints

4.1         Complaints must be submitted in writing within 10 days after the default should have reasonably been detected by the client.  

4.2         Complaints do not give the client the right to suspend payment. Offsetting is not permitted either.

4.3         Deficiencies in a part of the delivered items do not give the client the right to refuse the entire order or to reject it.

5.          Guarantee

5.1         PC-PoS Benelux B.V. vouches for the soundness of the delivered items and for the execution of the performed activities in accordance with the agreement, under the understanding that the guarantee is valid;

a. for 12 months after the date of delivery of peripheral equipment.

b. for 3 months after the date of delivery when it concerns components (spare parts).

This leaves intact that ex article 4 must be claimed on time and that article 8 (liability) remains fully applicable.

5.2         The guarantee is annulled if the client himself makes changes or repairs to the delivered item, or has these performed by third parties that are not authorized by PC-PoS Benelux B.V., or if the delivered item is used for other purposes than the normal business ends, or if the item, to the judgement of PC-PoS Benelux B.V. is used and/or serviced in such an improper way, that the compliance of the guarantee commitments cannot be reasonably demanded of them.

6.          Payment/default

6.1         It is compulsory for the client to pay the invoice without discount or offsetting within 30 days after the invoice date, either at the offices of PC-PoS Benelux B.V., or by payment into a bank or Girobank account indicated by PC-PoS Benelux B.V.

6.2         PC-PoS Benelux B.V. has the right to not (or discontinue) supply if, before or during the execution of the agreement, they have indications concerning an insufficient or reduced creditworthiness of the client. In such a case, PC-PoS Benelux B.V. may demand that the client provide sufficient security for the payment of the purchase price, or demand payment before PC-PoS Benelux B.V. fulfils the payment resulting from the agreement on her part, regardless whether the payment of the price was supposed to be made in cash or if any term after the delivery was set for this. PC-PoS Benelux B.V. also has the aforementioned right if an order is accepted from an unfamiliar client.

6.3         If the client does not pay within the agreed term or does not otherwise comply with their obligations, then they are in default without further notice. In such a case, all demands are instantly claimable. PC-PoS Benelux B.V. then has the right to suspend the further execution of all running agreements until the payment has been made, or to declare the agreement annulled without judicial intervention, and can take back the relevant items or claim compliance, regardless of the right to additional or replacing damages. PC-PoS Benelux B.V. is also entitled to annul the agreement if a moratorium is granted to the client, or if the client enters into a state of bankruptcy.

6.4         In case of late payment, the client owes a compensation of the value of the legal interest, raised by 2 (two) percent. Apart from that, all legal and non-legal collection expenses are for the client’s account, which will in any case include the expenses of collection agencies, bailiffs and lawyers. These expenses will amount to at least 15 (fifteen) percent of the due sum, with a minimum of € 113.45.

6.5         In case of late payment, the adverse difference in the rate of exchange will be for the account of the client. Reference dates are the expiry date of the invoice and the date on which the payment is made. 

6.6         It is permitted for the client to annul the agreement before its execution, provided that they indemnify the expenses made by

             PC-PoS Benelux B.V. with respect to the agreement, with a minimum of 15% of the invoice amount.

7.          Reservation of title/security

7.1          PC-PoS Benelux B.V. reserves the title of all items delivered or to be delivered to clients, until the purchase price of all these items has been paid. In case PC-PoS Benelux B.V., in the scope of these sales agreements, has performed activities for the benefit of the client, the reservation of title applies until the client has also fully paid all these claims. Moreover, the reservation of title also applies to the claims that PC-PoS Benelux B.V. might procure towards the client due to imputable failure to comply with any of their obligations towards PC-PoS Benelux B.V.

7.2         For as long as the title of the delivered items has not been transferred to the client, the last mentioned may not pawn these items or grant any other right to them to a third pay. It is however permitted for the client to, within the scope of the ordinary activities, sell or hand over the issues under reservation of title to third parties. In case of sales on credit, the client has the obligation to stipulate a reservation of title related to this article with respect to their buyers.

7.3         With respect to delivered items of which the title has been passed on to the client as a result of their payment, and that are still in the hands of the client, PC-PoS Benelux B.V. already reserves the rights of restraint as meant in art. 3:237 BW (Civil Code) for that case, to additional security of claims, other than those mentioned in subsection 1 of this article, that Benelux may have - on any ground whatsoever - towards the client. The authority incorporated in this subsection also applies with respect to items delivered by Benelux B.V. that have been treated or processed by the client, as a result of which PC-PoS Benelux has lost their reservation of title.

7.4         It is compulsory for the client to store the items delivered under reservation of title carefully and as identifiable property of  PC-PoSBenelux B.V. They also have the obligation to insure these items against fire, water damages and theft. The client will deposit these insurance policies for inspection upon the first request of PC-PoS Benelux B.V. Possible claims of the client on behalf of these insurances will be pawned by the client upon the first request of PC-PoS Benelux B.V., in accordance with art.3:239 BW (Civil Code), for the purpose of additional security of these claims of PC-PoS Benelux B.V. towards the client.

7.5         The client commits himself to pawn to PC-PoS Benelux B.V. the claims they obtain against their buyers with respect to resold items, at the first request of PC-PoS Benelux B.V. in accordance with art 3:239 BW (Civil Code), for the purpose of additional security of the seller’s claims, on any ground whatsoever, towards the client.

7.6         If the client fails to comply with their payment commitment towards PC-PoS Benelux B.V., or if PC-PoS Benelux B.V. has well-founded reasons to fear that they will fail to fulfil that obligation, PC-PoS Benelux B.V. is authorized to take back the items delivered under reservation of title. After withdrawal of the items, the client will be credited for the current market value of the withdrawn items, which in no case will be higher than the original purchase price, reduced by the collection expenses and the expenses made with respect to the withdrawal, as well as the claimable interest.

8.          Liability

8.1         PC-PoS Benelux B.V. accepts liability for damage that arises as a result of imputable failures during the execution of their agreement, insofar as this is covered by their insurance, up to the amount that the insurer pays out.

8.2         In case the liability is not covered by the insurance, or if the insurer does not proceed to payment, the liability is limited to the amount that has been charged for the cause of the damage. 

8.3         The limitations of the liability of PC-PoS Benelux B.V. included in these terms and conditions of delivery do not apply if the damage is the result of intent or serious misconduct of PC-PoS Benelux B.V. or their managerial subordinates.

9.          Force Majeure

9.1         In case of force majeure, PC-PoS Benelux B.V. is authorized to either terminate the agreement in whole or in part, or to suspend the execution of the obligations, without being held to compensation of damages.

9.2         PC-PoS Benelux B.V. will consider as force majeure the circumstances that prevent compliance and that cannot be imputed, and which include government measures, delays in the supply, transport obstructions, walkouts and strikes and stagnation at suppliers'. As force majeure will also be considered circumstances of such a nature that compliance or further compliance with the agreement in all fairness cannot be demanded from PC-PoS Benelux B.V.

10.         Competent court

If, as a result of the agreement at issue here, or of any further agreements resulting from it, a dispute arises between the parties, the parties will first try to solve this through amicable consultation. If the parties do not find a solution through this mutual consultation, the dispute will be presented to the Court in ’s-Hertogenbosch, except if the dispute falls under the competence of the Cantonal Judge.

11.         Applicable law

Dutch law exclusively applies to this agreement and further agreements resulting from it. The UN treaty concerning the International purchasing of moveable property (the Vienna Purchasing Treaty) does not apply to this agreement.