1.1 The following General Terms and Conditions ("General Terms and Conditions") apply to all sales of CHG-MERIDIAN NEDERLAND B.V., with its registered office at 3016 CK Rotterdam, Westerlaan 20B, registered with the Chamber of Commerce under the number KVK 28059353 and with VAT number NL8016.67.422.B01 ("Seller"), including but not limited to the sale of exclusively used IT equipment, and to all future business relations, even without explicit agreement to that effect. They apply exclusively to business use, within the meaning of Section 5 of the Trade Register Act 2007, with which company ("Buyer") the Seller enters into a business relationship (B2B). These General Terms and Conditions shall also apply if the Seller delivers goods and/or services to the Buyer without reservation, despite the fact that it is aware of conflicting or deviating terms and conditions of the Buyer.
1.2. These General Terms and Conditions shall prevail over any conditions of the Buyer that conflict with or deviate from these General Terms and Conditions, unless their validity has been expressly accepted in writing by CHG-MERIDIAN.
1.3. CHG-MERIDIAN reserves the right to supplement or amend these General Terms and Conditions at any time. CHG-MERIDIAN undertakes to bring these modifications to the attention of the Purchaser by all appropriate means.
2.1. The purchase agreement is concluded after the Buyer has accepted the offer made by CHG-MERIDIAN ("Agreement"). In order to be legally valid, the Agreement must be signed by both CHG-MERIDIAN and the Buyer. The same applies to any additions and amendments.
By signing the copy of the offer for approval or by confirming the Agreement by email or any other statement from the Buyer accepting without reservation the offer or the quotation from CHG-MERIDIAN, the Buyer commits itself definitively. At this point, a final Agreement between CHG-MERIDIAN and the Buyer is established.
2.2. Under no circumstances shall CHG-MERIDIAN be bound by an oral agreement.
2.3. When the Buyer confirms the Agreement, it automatically means that it has accepted the General Terms and Conditions of CHG-MERIDIAN.
3.1. As long as the Buyer has not paid the total price of the ordered Equipment in accordance with the Agreement, this will remain the full property of CHG-MERIDIAN, even if this Equipment has been incorporated or modified in the meantime. The bankruptcy or the opening of a judicial reorganisation procedure shall not affect CHG-MERIDIAN's right to terminate the current Agreement in accordance with the legal provisions and to demand the immediate repossession of its Equipment.
3.2. Ownership of the Equipment shall only be transferred to the Buyer after the Buyer has paid CHG-MERIDIAN the full price.
4.1 Unless otherwise stipulated in writing in the Agreement, all prices are net.
4.2 All prices are exclusive of VAT. The applicable VAT rate is the rate applicable on the invoice date and is stated separately on the invoice. VAT is payable by the Purchaser to CHG-MERIDIAN in accordance with the invoice conditions.
4.3. All prices are exclusive of any shipping costs. The goods are normally located at the Buyer's registered office. If the goods have to be sent to the Buyer by CHG-MERIDIAN regardless of the underlying reason, these costs shall be borne entirely by the Buyer.
5.1. Protests against invoices must be made in writing by registered letter within eight days of the invoice date and addressed to the registered office of CHG-MERIDIAN. In their protest, the Buyer must always state the date and number of the invoice, the reasons for the protest and the (partial) amount of the invoice that is disputed.
5.2. The absence of protest of an invoice creates the irrefutable presumption that the Buyer agrees with all the provisions of the invoice, including the applicable General Terms and Conditions.
6.1. Without prejudice to CHG-MERIDIAN's right to request advance payments, all invoices shall be payable within 30 days of receipt by bank transfer, unless otherwise specified in the Agreement or in the individual invoice.
6.2. Non-payment of the invoice shall give rise ipso jure and without prior notice to pay default interest of 8% per year from the due date. Furthermore, in the event that an invoice is not paid in full by the due date, CHG-MERIDIAN shall be entitled to a flat-rate compensation equal to 15% of the invoice amount with a minimum of EUR 150 per invoice, by way of compensation for extrajudicial collection and administration costs.
6.3. In the event of non-payment of an invoice on its due date, the balance owed in respect of all other outstanding invoices shall also become due and payable in full by operation of law. In addition, CHG-MERIDIAN shall be entitled to suspend its services, including any outstanding deliveries.
7.1. CHG-MERIDIAN reserves the right to unilaterally terminate the Agreement with immediate effect, without prejudice to its other rights and without the Buyer being able to claim any compensation for damages:
a) If the Buyer fails to pay the price by the due date stipulated in the invoice;
b) If the Buyer fails to comply with its obligations, even those imposed on it by virtue of another agreement;
c) If the Buyer's creditworthiness is at risk or CHG-MERIDIAN has any other objective reason to believe that the price will not be paid. By way of example but not limitation, bankruptcy, judicial reorganisation or any other similar legal form shall unquestionably be considered as circumstances affecting creditworthiness.
7.2. In the event that the Purchaser terminates the Agreement, cancels the order or is unable to execute the Agreement due to his/her fault, he/she will owe CHG-MERIDIAN compensation amounting to 20% of the total amount of the Agreement with a minimum of EUR 150.
8.1. The sold Equipment are used Equipment for which no guarantee is given.
8.2. CHG-MERIDIAN offers no guarantees regarding the compatibility of the various Equipment and components. This also applies to the compatibility of the supplied Equipment with Buyers' existing IT equipment.
8.3. Software, manuals, PC accessories such as notebook cases, keyboards, cables and mice and technical support are not included, unless explicitly stated in the Agreement. If software is included in the Agreement, Buyer shall obtain usage rights to the software. Any copying, transfer or resale of the software shall require the consent or prior approval of the copyright holder. In particular, the Buyer undertakes to be familiar with and to comply with MICROSOFT's conditions of use and license. The Buyer shall be fully liable for any loss or damage resulting from an infringement of these rights of use.
8.4. All claims by the Buyer shall be made in writing by sending an e-mail to the following e-mail address: firstname.lastname@example.org.
9.1. CHG-MERIDIAN is only liable for damages that the Buyer may suffer as a result of its intentional or grossly negligent actions. This liability is limited to foreseeable and typical damage.
9.2. Any liability for damages other than those specified in Article 9.1 is expressly excluded.
9.3. CHG-MERIDIAN shall not be liable to the Buyer for any shortcoming in the fulfilment of the Agreement or for any negligence in the fulfilment of the Agreement, if the shortcoming or negligence is caused by force majeure. For the purposes of these General Terms and Conditions, force majeure is to be understood in the broadest sense. By way of example, but not exhaustively, force majeure includes the non-delivery or late delivery of goods or accessories as a result of natural disasters, fire, flooding, acts of war, strikes, industrial disputes, the invalidity of an agreement with a third party relating to the same goods, and the like.
10.1 CHG-MERIDIAN complies with the regulations on the protection and processing of personal data as set out in the General Data Protection Regulation of 27 April 2016 (AVG - GDPR).
10.2 Insofar as personal data are received by or provided to CHG-MERIDIAN under an agreement with the Buyer, the latter declares that all processing will be carried out in full compliance with the applicable regulations. In the event that personal data are processed by order of the Buyer, CHG-MERIDIAN shall be considered the Processor of personal data. In such a case, the Buyer undertakes to sign the Processor Agreement provided by CHG-MERIDIAN.
10.4 For its part, the Buyer declares and guarantees to CHG-MERIDIAN that it will comply with all applicable provisions regarding the processing and protection of personal data.
11.1. Dutch law shall apply to the Agreement to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2. Only the courts of Rotterdam are competent to adjudicate on any disputes arising from this Agreement.
11.3. All notifications to CHG-MERIDIAN must be sent by registered letter to the registered office. Unless expressly agreed otherwise, all notifications to the Buyer will be sent to the address specified in the Agreement. CHG-MERIDIAN and the Buyer undertake to inform the other party as soon as possible by registered letter of any change of address.
11.4. The possible nullity of one or several clauses in these General Terms and Conditions shall not affect the validity of the remaining clauses. In such a case, the provisions that are as close as possible to the intended purpose of the null and void clause(s) will apply as a replacement.