General terms and conditions
General terms and conditions of sale and delivery ISC Security Products
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of ISC SECURITY PRODUCTS, with registered office in Hillegom, registered with the Chamber of Commerce in The Hague under number 28061357 and filed there. ISC Security Products is a trade name of International Security Consultants BV
PART I
Article 1. Definitions
In these terms and conditions, "client" or "buyer" means any (legal) person who has entered into or wishes to enter into an agreement with ISC SECURITY PRODUCTS, and in addition to this, its representative(s), authorized representative(s) and legal successor(s).
Article 2. Applicability
1. All offers, confirmations, agreements, deliveries, acceptances and installations are exclusively governed by the present conditions, unless the parties have expressly agreed otherwise in writing.
2. Additions and/or deviations from these conditions must be expressly agreed in writing. 3. The applicability of the general conditions of the client or buyer are expressly excluded, unless ISC SECURITY PRODUCTS expressly accepts the applicability of the general conditions of the client or buyer in writing.
Article 3. Offers and agreements
1. All offers made by ISC SECURITY PRODUCTS are always without obligation, unless expressly agreed otherwise.
2. Changes and/or additions thereto do not bind ISC SECURITY PRODUCTS unless they have been confirmed in writing by ISC SECURITY PRODUCTS. 3. An agreement between ISC SECURITY PRODUCTS and the client or buyer will only be concluded if and after an order has been confirmed in writing by ISC SECURITY PRODUCTS, or because ISC SECURITY PRODUCTS has fully or partially executed an order. 4. When entering into the agreement, ISC SECURITY PRODUCTS is entitled to request security for the financial fulfilment of the agreement to be concluded. Refusal by the client or buyer to provide the requested security gives ISC SECURITY PRODUCTS the right to refuse the order. 5. ISC SECURITY PRODUCTS is entitled to engage third parties to carry out its work and to charge the price thereof to the client or buyer.
Article 4. Prices
1. All prices and rates are in Euros and are exclusive of VAT and other levies imposed by the government at the time of order acceptance.
2. The prices are based on cost prices, which apply at the time of the offer. If these cost prices have increased due to price increases in raw materials, materials, auxiliary materials, parts, transport costs, wages, insurance premiums, tax charges, import duties, exchange rates, etc. since the date of the offer, ISC SECURITY PRODUCTS is entitled to increase the price accordingly. 3. The provisions of the previous paragraph also apply if these cost-increasing factors were foreseeable at the time of concluding the agreement.
4. However, if the cost price increase in accordance with paragraph 2 amounts to more than 15%, the client or buyer is entitled to cancel the order within 3 days after the time at which the buyer became aware of it.
5. For deliveries/orders of less than € 500.00, ISC SECURITY PRODUCTS is entitled to charge shipping costs.
Article 5. Delivery
1. Specified delivery times shall never be regarded as fatal terms unless expressly agreed otherwise. In the event of late delivery, ISC SECURITY PRODUCTS must therefore be given written notice of default and be granted a final term for delivery. General terms and conditions of sale and delivery ISC Security Products 2
2. Exceeding agreed delivery dates does not entitle the client or buyer to claim compensation in any form whatsoever, to non-acceptance or to completely terminate the agreement or to fully or partially suspend the fulfilment of any obligation of the client or buyer under the agreement, unless there is intent or gross negligence.3. ISC SECURITY PRODUCTS' delivery obligation shall be fulfilled by offering goods once. The receipt signed by the client or buyer or the person representing them serves as full proof of delivery. In the event of non-acceptance, the costs shall be borne by the client or buyer.4. If the client or buyer is negligent in performing an act by which he must cooperate in the delivery of the products, the products are at the risk of the client or buyer from the moment they are ready for shipment.
Article 6. Retention of title and transfer of title
1. As long as the client or buyer has not fully met all his payment and other obligations towards ISC SECURITY PRODUCTS, the delivered goods remain the property of ISC SECURITY PRODUCTS.
2. The client or buyer is not authorised to transfer the delivered goods to third parties as collateral or ownership, or to allow third parties to use them, until the client or buyer has met his payment and other obligations towards ISC SECURITY PRODUCTS. Until that moment, the client or buyer has the delivered goods on loan. 3. If the client or buyer fails to meet any obligation under the agreement, fails to do so on time or fails to do so properly, or if another circumstance as in article 7.1 occurs, ISC SECURITY PRODUCTS is entitled to take back the goods without judicial intervention. The client or buyer hereby irrevocably authorises ISC SECURITY PRODUCTS to gain access to the space(s) in which the delivered goods are located, failing which the client or buyer will forfeit a fine of €455 per day.4. If ISC SECURITY PRODUCTS has actually taken back the delivered goods, the agreement will be terminated in accordance with the provisions of Article 7.1.5. The client or buyer is obliged to immediately notify ISC SECURITY PRODUCTS in writing if third parties assert rights to the goods delivered by ISC SECURITY PRODUCTS, insofar as they are not (yet) their property, as well as if any circumstance referred to in Article 7.1 occurs. If it later transpires that the client or buyer has not fulfilled this obligation, they will owe a fine of 15% of the amount owed by them to ISC SECURITY PRODUCTS, excluding VAT, with a minimum of €230.
Article 7. Termination and cancellation of the agreement
1. ISC SECURITY PRODUCTS reserves the right to terminate the agreement with the client or buyer without judicial intervention if the client or buyer:
a. applies for a suspension of payments or bankruptcy, is declared bankrupt or is placed under guardianship; b. fails to fulfil any (payment) obligation under the agreement, fails to do so properly or fails to do so on time; c. decides to liquidate and/or close down its business; d. loses free control over its assets or, if the client or buyer is a natural person, is placed under guardianship or dies. 2. In the event of termination as referred to above, all claims on the client or buyer shall become immediately due and payable and ISC SECURITY PRODUCTS shall also be entitled to claim full compensation for damages, lost profits and/or interest. 3. The item "loss of profit" shall amount to at least 15% of the agreed price with a minimum of €455 (excluding VAT), unless proven otherwise; the item "lost interest" has the amount of the statutory interest.
Article 8. Warranty
1. ISC SECURITY PRODUCTS guarantees (the parts of) the delivered goods against manufacturing and material defects for 12 months after delivery and/or assembly, provided that they are used and operated in accordance with the manuals and technical specifications provided to the client or purchaser. Repairs and deliveries as a result of manufacturing and/or material defects on location will therefore take place free of charge, excluding call-out costs.
General terms and conditions of sale and delivery ISC Security Products 32. Any warranty obligation shall lapse if the client or purchaser: a. installs the goods performed or delivered itself or has them installed by third parties without correctly using the installation instructions; b. makes or has made changes and/or repairs to the goods performed itself or to them; c. uses them for purposes other than those normally intended; d. has treated and/or maintained them in an improper manner.
Article 9. Liability
1. ISC SECURITY PRODUCTS is not liable for damage to the client or buyer or third parties, arising as a result of the goods delivered by ISC SECURITY PRODUCTS, except for damage covered by the insurance policies taken out by ISC SECURITY PRODUCTS in this regard, up to the amount paid out by the insurance company. If the insurance company does not pay out in any case, liability is limited to the net invoice amount of the agreement, excluding VAT.
2. ISC Security Products is never obliged to compensate for business damage (business interruption, loss of income, etc.) and consequential damage arising from any cause whatsoever, including delays in the delivery time of materials and services. 3. The client or buyer indemnifies ISC SECURITY PRODUCTS and its employees against claims from third parties in respect of damage caused by the use of services and materials (delivered) by ISC SECURITY PRODUCTS. 4. The client or buyer indemnifies ISC SECURITY PRODUCTS against claims from third parties who perform work on behalf of the client or buyer for projects and/or services. ISC SECURITY PRODUCTS is not liable for costs and damage caused by the actions or omissions of the client or buyer or third parties involved in the project by the client or buyer.
5. If the client or buyer does not provide ISC SECURITY PRODUCTS with all cooperation, data and information that ISC SECURITY PRODUCTS deems necessary or useful in order to be able to perform the assigned work or deliveries, the client or buyer can never derive compensation or any other rights in the event of non-compliance with the agreement by ISC SECURITY PRODUCTS.6. ISC SECURITY PRODUCTS is not liable for the choice of the materials supplied by the client or buyer and does not guarantee that the goods and materials supplied are suitable for the use of which the client or buyer has expressly informed ISC SECURITY PRODUCTS of its intentions in advance and has not subsequently made any changes to it.7. Nor is ISC SECURITY PRODUCTS liable for any damage directly or indirectly caused to items that the client or buyer has sent to ISC SECURITY PRODUCTS for processing or installation. 8. The client or buyer is responsible for installing all legally prescribed safety measures and warnings. 9. The limitations of liability included in this article do not apply to the extent that the damage is the result of intent or gross negligence on the part of ISC SECURITY PRODUCTS or its managerial subordinates.
Article 10. Payment
1. All payments, unless otherwise agreed in writing, must be made within 14 days after the invoice date, either in cash or into a bank or giro account designated by ISC SECURITY PRODUCTS.
2. All payments must be made without offsetting debts. The client or buyer may not suspend payments for any reason. 3. If ISC SECURITY PRODUCTS has not received the invoice amount from the client or buyer within the specified period, the client or buyer will immediately be in default. In that case, the client or buyer will owe (delay) interest in accordance with the statutory interest with a maximum of 1.5% per month, applicable during the time that the client or buyer is in default, whereby each part of a month will count as a whole month. General terms and conditions of sale and delivery ISC Security Products 4 4. If payment of an instalment has not been received within 14 days after the invoice date and if ISC SECURITY PRODUCTS then takes legal measures aimed at obtaining payment from the client or buyer, the latter is obliged to pay the (extra)judicial collection costs to be incurred by ISC SECURITY PRODUCTS, which are set at a minimum of 15% of the principal sum to be paid (or a part thereof), with a minimum of €115, without prejudice to any legal costs owed by the client or buyer pursuant to a court order.5. All payments made by or on behalf of the client or buyer shall first be used to settle the interest and costs due and then to settle the oldest outstanding invoices, even if the client or buyer states that the payment relates to a later invoice.6. If the client or buyer fails to pay for a partial delivery or delivery phase, ISC SECURITY PRODUCTS is entitled to suspend the remaining orders or phases still to be executed for the period during which the client or buyer leaves an invoice due (partial) unpaid, without prejudice to the right of ISC SECURITY PRODUCTS to terminate the order(s) definitively after notice of default and to demand payment of everything that ISC SECURITY PRODUCTS has to claim up to that point. In that case, ISC SECURITY PRODUCTS is also entitled to compensation in accordance with article 7.
Article 11. Force Majeure
1. Force majeure also includes the situation in which ISC SECURITY PRODUCTS is unable to execute the order in accordance with the agreements made due to facts and circumstances over which ISC SECURITY PRODUCTS has no influence, such as: frost damage, strikes, occupations, lockouts, fire, technical failures in the company, traffic obstructions or transport problems, lack of raw materials, materials, default by its suppliers, for whatever reason, mobilization, state of siege, unrest or riots, import or export restrictions and other government measures or regulations and furthermore any circumstance over which ISC SECURITY PRODUCTS has no reasonable influence.
2. In the event of force majeure, ISC SECURITY PRODUCTS is entitled to suspend performance of the agreement without judicial intervention for as long as the force majeure situation continues, or to terminate the agreement in accordance with Article 11.3, without ISC SECURITY PRODUCTS being obliged to pay any compensation or fine to the client or buyer.3. In the event of a suspension of the execution of an order for more than 3 months, the client or buyer is nevertheless entitled to terminate the agreement, unless the specific circumstances of a case justify a shorter term. The client or buyer must demonstrate these specific circumstances.4. In the event of termination as referred to above, ISC SECURITY PRODUCTS is entitled to demand payment for everything that has been delivered/performed up to that point and ISC SECURITY PRODUCTS is not obliged to pay any compensation or fine to the client or buyer.
Article 12. Complaints
1. Complaints will only be considered if they are brought to the attention of ISC SECURITY PRODUCTS in writing by registered letter within 8 days after receipt of the products.
2. Complaints made in another way or to intermediaries or received by ISC SECURITY PRODUCTS later cannot have any effect with regard to acceptance. In the case of timely submitted complaints, the client will give ISC SECURITY PRODUCTS the opportunity to check his complaint, failing which it will not be considered for processing.3. If the complaint is found to be justified by ISC SECURITY PRODUCTS, ISC SECURITY PRODUCTS will be given the necessary time to take the measures it deems necessary, or to replace the rejected items with others.4. Complaints will not be considered if it appears that third parties have changed or repaired the goods, except in the event that this was done with prior knowledge of ISC SECURITY PRODUCTS and in emergencies in which the buyer could not possibly have reached an agreement with ISC SECURITY PRODUCTS in advance, but nevertheless immediately informed ISC SECURITY PRODUCTS of the emergency. Returns will not be accepted unless agreed in writing in advance.5. Complaints regarding (partial) invoices must be in the possession of ISC SECURITY PRODUCTS by registered letter within five working days after the date of dispatch.6. After the expiry of the aforementioned terms, the client is deemed to have approved the delivered/performed goods or the invoice. In that case, complaints will no longer be considered by ISC SECURITY PRODUCTS. General terms and conditions of sale and delivery ISC Security Products 5
7. Complaints do not release the client or buyer from his obligation to pay on time in accordance with article 10. Compensation is excluded.8. If the client or buyer does not meet his (payment) obligations, ISC SECURITY PRODUCTS does not have to accept the complaint and any right to replacement delivery or compensation lapses.9. Return of the delivered goods can only take place after our prior consent, under the conditions to be determined by us.
Article 12. Complaints
1. Complaints will only be considered if they are brought to the attention of ISC SECURITY PRODUCTS in writing by registered letter within 8 days after receipt of the products.
2. Complaints made in another way or to intermediaries or received by ISC SECURITY PRODUCTS later cannot have any effect with regard to acceptance. In the case of timely submitted complaints, the client will give ISC SECURITY PRODUCTS the opportunity to check his complaint, failing which it will not be considered for processing.3. If the complaint is found to be justified by ISC SECURITY PRODUCTS, ISC SECURITY PRODUCTS will be given the necessary time to take the measures it deems necessary, or to replace the rejected items with others.4. Complaints will not be considered if it appears that third parties have changed or repaired the goods, except in the event that this was done with prior knowledge of ISC SECURITY PRODUCTS and in emergencies in which the buyer could not possibly have reached an agreement with ISC SECURITY PRODUCTS in advance, but nevertheless immediately informed ISC SECURITY PRODUCTS of the emergency. Returns will not be accepted unless agreed in writing in advance.5. Complaints regarding (partial) invoices must be in the possession of ISC SECURITY PRODUCTS by registered letter within five working days after the date of dispatch.6. After the expiry of the aforementioned terms, the client is deemed to have approved the delivered/performed goods or the invoice. In that case, complaints will no longer be considered by ISC SECURITY PRODUCTS. General terms and conditions of sale and delivery ISC Security Products 57. Complaints do not release the client or buyer from his obligation to pay on time in accordance with article 10. Compensation is excluded.8. If the client or buyer does not meet his (payment) obligations, ISC SECURITY PRODUCTS does not have to accept the complaint and any right to replacement delivery or compensation lapses.9. Return of the delivered goods can only take place after our prior consent, under the conditions to be determined by us.
Article 13. Applicable law
All agreements entered into with ISC SECURITY PRODUCTS are governed by Dutch law.
Article 14. Disputes
All disputes arising from transactions to which these General Terms and Conditions apply shall be decided exclusively by the court having jurisdiction in the place of business of ISC SECURITY PRODUCTS, except for the authority of ISC SECURITY PRODUCTS to bring the dispute before the court having jurisdiction in the place of business or place of residence of the client or buyer.
PART II
Part II of the General Terms and Conditions applies in addition to Part I if ISC SECURITY PRODUCTS also provides the design and/or installation. to be brought to the place of business or residence of the client or buyer.
Article 15. Offers
Except as provided in Article 3, the following provisions apply:
1. Offers and orders are made and accepted respectively on the basis of data, marks, quantities and drawings provided in writing to ISC SECURITY PRODUCTS. 2. Delivery and/or execution takes place on the basis of the drawings referred to in paragraph 1, taking into account any changes made thereto by the client or purchaser and accepted in writing by ISC SECURITY PRODUCTS. 3. ISC SECURITY PRODUCTS accepts no liability whatsoever for the accuracy of the data, marks, quantities and drawings supplied on behalf of the client or purchaser as referred to in paragraph 1. Nor does ISC SECURITY PRODUCTS accept any liability whatsoever for the accuracy of the data, calculations, marks, quantities and drawings supplied by it. 4. Copyrights on the designs, drawings, calculations and the like submitted by ISC SECURITY PRODUCTS are expressly reserved.
Article 16. Payment
1. Without prejudice to the provisions of Article 10, in the event of delivery with assembly and/or design, payment must be made as follows:
a. 40% of the total amount due upon order; b. 40% of the total amount due upon commencement of the order; c. 20% of the total amount due upon delivery. or a payment schedule agreed in writing between the client and/or purchaser. 2. If delivery is delayed at the request of the client, or because the client does not (timely) fulfil its obligations, or does not (timely) enable ISC SECURITY PRODUCTS to complete the construction work; ISC SECURITY PRODUCTS will be entitled to demand payment of the outstanding instalments of the amount at the times at which these instalments would have become due and payable in the event of normal execution of the order.
Article 17. Additional work
Additional work is only done on the basis of a written agreement. ISC SECURITY PRODUCTS determines the price of the additional work on the basis of the rates it usually assumes in its calculations. General terms and conditions of sale and delivery ISC Security Products 6
Article 18. Delivery
Without prejudice to the provisions of Article 5, the following provisions apply to installation:
1. The client or purchaser shall bear the risk for the components to be installed from the moment of delivery. If, beyond the responsibility of ISC SECURITY PRODUCTS, any component without which the work is still functional in the opinion of ISC SECURITY PRODUCTS cannot be delivered at the same time as the other completed work, final delivery shall not be suspended as a result. However, the payment term due upon final delivery shall in that case be reduced by the price of the work not yet delivered.
2. The delivery time is determined on the condition that the circumstances under which work can be carried out by ISC SECURITY PRODUCTS remain the same as at the time the agreement was concluded and that the necessary materials and/or components are delivered to ISC SECURITY PRODUCTS on time. If a delay occurs because the circumstances in question change or the necessary materials and/or components, although ordered on time, are not delivered to ISC SECURITY PRODUCTS on time, the delivery time shall be extended by the duration of this delay.3. In the event that deliveries of the parts to be assembled and/or assembly cannot take place on the agreed date(s) due to force majeure as referred to in Article 11, the client or buyer will be notified of this by ISC SECURITY PRODUCTS. The materials will then be stored by ISC SECURITY PRODUCTS, at the expense and risk of the client or buyer, and will be ready on demand.4. In the case of assembly orders, ISC SECURITY PRODUCTS is not obliged to commence its work before construction has reached a sufficiently advanced stage and the necessary preliminary work has been completed, all at the discretion of ISC SECURITY PRODUCTS. Furthermore, the client or buyer must have paid their due payment terms.5. If, as a result of circumstances attributable to the order or buyer, assembly cannot be continued undisturbed, ISC SECURITY PRODUCTS may recover the resulting damage from the client or buyer. 6. Delayed delivery does not entitle the client or buyer to refuse acceptance or execution.
Article 19. Material inspection
If the client or purchaser wishes to inspect the material, this must be done at the location where the material is manufactured and ready for shipment.
Article 20. Obligations of the client or buyer during installation or contracting
1. Sufficient and proper storage space protected against damage will be made available free of charge by the client or buyer.
2. Proper accommodation for personnel will be made available free of charge by the client or buyer. 3. Sufficient and proper access and exit routes from the public road to the location of the work will be provided by the client or buyer before the work commences. 4. A proper work floor, easily accessible for hoisting equipment will be present. 5. A connection for the use of electricity or power current will be made available free of charge by the client or buyer. 6. The client or buyer will ensure that the work, which is not part of the order placed with ISC SECURITY PRODUCTS, is carried out properly and in such a timely manner that the installation of the installation/structures is not delayed as a result. 7. The client or buyer will ensure that such lighting is present that the installation work can proceed in artificial light. 8. All costs resulting from the client's failure to fulfil its aforementioned obligations in a timely or proper manner may be charged by ISC SECURITY PRODUCTS.9. As soon as the agreement has been concluded, ISC SECURITY PRODUCTS is entitled to place advertising boards on site displaying the trade name of ISC SECURITY PRODUCTS and to keep them placed during the execution of the work, without ISC SECURITY PRODUCTS being charged any compensation for this.
Article 21. Construction drawings and calculations, models, samples, etc.
1. All data, models, drawings, etc. provided by ISC SECURITY PRODUCTS remain its property and may not be used, copied or imitated in any way, nor brought to the attention of third parties.
2. All documents, samples, test installations, etc. provided by ISC SECURITY PRODUCTS will be returned to ISC SECURITY PRODUCTS at its first request.