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General Terms and Conditions


As a reliable partner in all your ICT Hardware and ICT Services, we have customers that are used to our clear and bright prices. This translates into crisp and clear Terms and Conditions. 

Your account manager will gladly explain to you what conditions and deadlines apply to your order. You have no idea who your account manager is?

Simply call us at (+47) 33 50 14 00 and we will guide you to the right person.
Even if you are not a customer yet, we will gladly help you out.

General Terms and Conditions of Core 10

1 Applicability


1.1 These General Terms and Conditions are applicable to all offers by and agreements with Core 10, Core 10 Computer Trade and Core 10 IT Distribution (further herein: Core 10) registered in Leiden (Chamber of Commerce 70449740) and replace the previous Standard Terms of Delivery and Payment of Core 10 (December 2009).

1.2 In the context of these General Terms and Conditions, the term 'customer' means the buyer, client or lessee or any other person who enters or wants to enter into an agreement with Core 10 or to whom Core 10 makes an offer or provides a delivery or performance. In the event that there are multiple customers who jointly give instructions or place an order, they will be jointly and severally liable to Core 10 for payment for the contracted services, regardless of the party to whom the invoice is addressed.

1.3 If these General Terms and Conditions conflict or are incompatible in any way with what has been agreed, the provisions of the agreement shall have precedence and the provisions of these General Terms and Conditions will be secondarily applicable.

1.4 If Core 10 chooses not to require strict compliance with the General Terms and Conditions in a particular instance, that shall not be deemed to imply that the General Terms and Conditions do not apply in any subsequent instance (even if the circumstances are identical), or that Core 10 cedes the right to require strict compliance with the General Terms and Conditions in any such instance.
In the event of any discrepancy between the original Dutch version of these General Terms and Conditions and a translation of them, the original Dutch version shall always prevail.

1.5 Amendments and additions to any provision of the General Terms and Conditions are valid only if they have been explicitly accepted in writing by Core 10. These amendments and additions will be applicable only to the respective agreement.

1.6 If any provision of these General Terms and Conditions proves to be fully or partially invalid or unenforceable, it will be deemed superseded by a valid or enforceable provision, whose effect is as similar as possible to that of the invalid or unenforceable provision. Insofar as may prove necessary, the parties will consult in good faith regarding the exact wording of the replacement provision.

1.7 The applicability of any purchase conditions and/or other conditions that the customer may have is explicitly rejected. Any stipulations that are inconsistent with these General Terms and Conditions will be binding on Core 10 only insofar as they have been explicitly confirmed in writing by Core 10.

1.8 Core 10 may amend these General Terms and Conditions, subject to three months' written notice to the customer. No such amendment will have retrospective effect. They will be effective from the date specified by Core 10 in its notice, and shall therefore apply only to new orders, to extensions to continuous agreements entered into for an indefinite period of time and to agreements with a fixed extended period. With regard to agreements with a fixed extended period, the customer may ask Core 10 to postpone bringing an amendment into effect until the end of the current contract period.

1.9 Any provision of these General Terms and Conditions that applies to the customer applies equally - insofar as no provision is made to the contrary - to the lessee in a lease relationship, in which context 'delivering' and 'taking delivery of' leased items should be interpreted as 'providing' and 'receiving', respectively.

2 Offers and quotes


2.1 All offers by Core 10 are without obligation. An agreement is made by the customer signing an instruction form drawn up for acceptance, or by Core 10 accepting an instruction in writing, which shall be subject to immediate cancellation by Core 10 at any time.

2.2 The customer guarantees the accuracy and completeness of the dimensions, requirements, performance specifications and other details given to Core 10 by the customer and used by Core 10 as a basis for its offer.

2.3 General documentation (catalogues, mailings, brochures, etc.) provided by Core 10 is subject to amendment and does not constitute an offer.

2.4 Core 10 is bound only by what has been agreed in writing, by fax or by electronic means. Core 10 is entitled to correct evident textual errors in offers and/or agreements at any time; any such correction will be binding on the customer.

2.5 If facts should come to light, which were unforeseen at the time that an agreement was made, Core 10 will be entitled to make a replacement offer. If the customer does not accept this replacement offer, the order will be deemed cancelled by the customer.

2.6 If a product ordered by the customer proves to be undeliverable despite Core 10 having made every reasonable effort to deliver, Core 10 will be released from the order, without the customer having any further claim on Core 10 in connection with the order.

2.7 An agreement under which Core 10 is required to repeat a service or delivery at certain intervals will have an indefinite period of validity, unless otherwise agreed in writing, and may be terminated only in writing and subject to at least three months' notice.

2.8 Core 10 reserves the right to refuse any order or instruction without stating a reason. Instructions given to Core 10 by the customer are irrevocable. In addition, Core 10 may at any time suspend the next phase of a divisible obligation until all previous phases have been completed to the parties' full mutual satisfaction.

2.9 Core 10 may use the assistance of third parties to fulfil an agreement and/or may arrange for all or part of its contractual activities to be carried out by third parties, without any requirement to inform the customer.

2.10 If items are replaced whilst carrying out activities, the original items become the property of Core 10.

2.11 Core 10 is at all times entitled to pass on the cost of storing an item to the customer.

3 Prices


3.1 All prices are exclusive of turnover tax (VAT) and/or other levies which have been or will be imposed by the authorities and exclusive of any additional expenses (such as dispatch, transport, insurance, assembly, commissioning, demonstration, etc.). Unless otherwise indicated, prices are in euros and the customer must pay in euros.

3.2 Prices are based on the prices and rates of third parties, exchange rates, wages, taxes, duties, charges etc. current at the time of the offer. In the event of an increase in one or more such cost factors, Core 10 will be entitled to increase the price charged to the customer accordingly. Such a price increase does not entitle the customer to dissolve the agreement.

3.3 In the absence of a specific price adjustment mechanism, Core 10 will be entitled to adjust its prices and rates annually, with effect from 1 January, in line with the index figure published by Statistics Netherlands (CBS).

3.4 No rights or expectations may be derived from budgets and cost estimates issued by Core 10. Unless otherwise agreed, Core 10 is not obliged to inform the customer about a threatened budget overspend, unless Core 10 regards it as substantial. Costs arising from additions and/or changes to the agreement (extra work) are at the expense of the customer.

3.5 Notwithstanding any other provision of this article, Core 10 may adjust agreed prices and rates, subject to three months' written notice to the customer, insofar as those prices and rates relate to services to be rendered at least three months after the date of the notice. Core 10 may similarly amend prices or rates payable by instalment, such as lease rates, subject to at least three months' notice.

3.6 Within ten working days of Core 10 issuing a notice, as referred to in clause 3.5, the customer may cancel the relevant agreement with Core 10, with effect from the date on which the price change would otherwise become effective or the agreement would otherwise be fulfilled. No such entitlement to cancel shall exist, however, in the case of an index-linked price adjustment, as referred to in 3.3.

4 Delivery


4.1 The risk for product damage and loss transfers immediately upon delivery to the customer or his representative appointed to this end. Unless otherwise agreed, delivery will be ex-works, from Core 10's premises. Core 10 may choose to deliver software and the associated product/licence information via electronic transfer or by downloading.

4.2 Unless explicitly agreed otherwise and confirmed in writing by Core 10, Core 10 will determine the manner of dispatch. Core 10 may always charge the dispatch costs and also the collection costs to the customer. Core 10 is obliged to take out insurance (e.g. transit insurance) only if and insofar as Core 10 has undertaken in writing to do so.

4.3 Stated delivery periods and other such information are only approximates. The customer cannot derive any rights from undertakings made by or on behalf of Core 10. If a stated (delivery) period has been exceeded, this does not constitute default by Core 10. Core 10 will never be liable for exceeding a delivery period if the cause is attributable to previous links in the chain, or to the customer.

4.4 If the customer does not take receipt of items, including software, on the agreed delivery date, those items will remain at the customer's disposal, at the customer's expense and risk, for eight days. Thereafter, Core 10 will be free to resell or dispose of such items at it sees fit, without further notice. Resale or disposal under such circumstances will not relieve the customer of the obligation to pay Core 10 the agreed price as well as the reasonable cost of storing and insuring the items during the period from the agreed delivery date to the date of resale or disposal.

4.5 If Core 10's deliveries or activities are dependent on the performance of other parties in the supply chain, the deliveries and/or activities will also be subject to all the conditions imposed by those parties, such as software licence conditions
and/or maintenance conditions. Similarly, the customer will be obliged to indemnify Core 10 in all those cases and to the same extent as Core 10 is obliged to indemnify other parties in the supply chain (in respect of product liability, for instance).

4.6 If the customer enters into a call-off contract with Core 10, the customer will be obliged to reimburse Core 10 for all reasonable costs associated with this.

4.7 Every call-off contract must have an expiry date which should not be earlier than the date of any deliveries required under the terms of that contract.

5 Service provision


5.1 Core 10 will provide the customer with the services agreed in writing between the parties. Core 10 provides all its services on the basis of an obligation to perform to the best of its ability, unless and insofar as Core 10 specifically undertakes in writing to provide a result and the result in question is sufficiently clearly described.

5.2 Any agreements with regard to a service level (Service Level Agreement) are valid only if they have been made in writing.

5.3 When providing a service, Core 10 and its employees are obliged to follow the customer’s instructions only if an explicit written agreement to that effect has been made and if the instructions are appropriate and given in good time. Core 10 and its employees are not obliged to follow instructions amending or supplementing the agreed service definition. If such instructions are nevertheless followed, the related activities will be chargeable on the basis of Core 10's usual rates.

5.4 If an agreement to provide services has been entered into on the understanding that the services will be performed by one particular person, Core 10 will at all times be entitled to replace this person after consultation with the customer by one or more other persons with the same or comparable qualifications.

5.5 If it has been agreed that a service will be provided in phases, Core 10 will be entitled to postpone the commencement of the services within a particular phase until the customer has approved in writing the results of the previous phase.

5.6 Service provision by Core 10 takes place on Core 10's normal working days and at Core 10's normal working times.

5.7 Overtime will be worked only after an agreement to that effect has been made between Core 10 and the customer.

5.8 The customer must ensure that, prior to the commencement of the activities, a proper and complete back-up is present.

5.9 Insofar as Core 10 delivers and/or provides the customer with equipment and/or software that is covered by licences granted by third parties, the customer will be subject to all the conditions of those licences and will indemnify Core 10 against all consequences of the use of that equipment and/or software which contravenes the conditions of those licences.

5.10 If Core 10 provides services on the basis of data to be supplied by the customer, those data must be prepared according to the conditions stipulated by Core 10 and must be supplied at the expense and risk of the customer. The customer guarantees that all materials, data, software, procedures and instructions provided to Core 10 for the performance of the service are always accurate and complete and that all information carriers provided to Core 10 meet Core 10's specifications.

5.11 No application installed on hardware and no software developed for and/or by Core 10, which is delivered or provided to the customer by Core 10, or of which the customer is otherwise made aware, shall be used by the customer for any purpose other than the purpose for which the equipment and/or the software has been delivered or provided. Such applications are delivered and/or provided to the customer in confidence and shall not be reproduced or distributed by the customer in any way, except with the prior written consent of Core 10. The customer is responsible for all consequences of any act or omission by a user of the equipment and/or software referred to above, which contravenes this provision, regardless of whether the act or omission occurred with the consent of the customer.

5.12 Notwithstanding the provisions of articles 10 and 14 of these General Terms and Conditions, Core 10 gives no warranty and is not liable for its service provision, in the event of for instance:
a) improper use or inadequate preparation of the location;
b) changes or inadequate system maintenance not carried out by Core 10 or carried out without Core 10's consent;
c) defects and/or other limitations attributable to non-Core 10 products, which affect the performance of the systems for which Core 10 provides support or services;
d) data loss or downtime of systems;
e) malicious software (for instance viruses, worms, etc.) not introduced by Core 10 or against which the customer did not take reasonable protection measures, such as the use of up-to-date virus protection and firewall software; or
f) inappropriate use, negligence, accident, fire or water damage, power interruptions, transport by the customer or other causes beyond Core 10's control.

6 Lease


6.1 Core 10 undertakes to place the equipment specified in the lease or rental agreement at the disposal of the customer for lease usage. The customer undertakes to accept the lease of this equipment for use.

6.2 The customer undertakes to pay the agreed lease price and the reimbursements and costs arising from this agreement and to return the leased equipment to Core 10 immediately after expiry of the lease period, in accordance with the provisions made below.

6.3 During the entire lease period, Core 10 remains the owner of the leased property and may at any time immediately recover the leased equipment if Core 10 has good reason to fear that the customer will not fulfil his obligations under the lease or rental agreement.

6.4 If the customer buys the leased equipment after the expiry of the lease period, Core 10 will warranty the equipment for 3 months, regardless of the provisions of article 13.

6.5 In view of the provisions of clause 6.11 and other considerations, the customer may take out (transit) insurance for the leased equipment at an extra charge. The policy conditions, which include an excess for the customer, are available for inspection by the customer at Core 10's offices.

6.6 During the entire lease period, the customer is obliged to use the leased equipment appropriately, to maintain it and to protect it against theft and damage.

6.7 If the customer cancels the lease or rental agreement 7 or more days before the commencement of the lease period, the customer will owe Core 10 50% of the total agreed lease price. If the customer cancels the lease or rental agreement fewer than 7 days before the commencement of the lease period, the customer will owe Core 10 100% of the total agreed lease price. Cancellation of the lease or rental agreement must always be made in writing.

6.8 The parties agree to the lease of the equipment for a specified period. The lease period commences on the date of delivery or provision of the equipment by Core 10 and ends on the specified date, provided that, by that date, the equipment has been returned to Core 10 by the customer, intact and in appropriate condition. If the equipment is returned to Core 10 before the end of the agreed lease period, the customer is nevertheless liable to pay the lease price for the entire agreed lease period.

6.9 If the customer does not return the leased equipment to Core 10 in good time, the customer will be liable to pay Core 10 for the period until the leased equipment is returned, on the basis of the agreed lease price.

6.10 If it comes to light during the lease period that, despite Core 10's best efforts, information that is not intended for the customer is present on the leased equipment, the customer must inform Core 10 of the discovery as soon as it is made. The customer must treat any such information as confidential and must not interfere with it.

6.11 Throughout the lease period, the customer bears the full financial risk for the leased equipment, regardless of the nature of any event, act or omission to which any damage might be attributable and therefore whether any such event, act or omission is within the customer's control. The customer is liable for all damage to the leased equipment, including damage occurring or having its origins during transportation of the leased equipment; the cost of damage to the leased equipment shall be reimbursable on the basis of replacement value. Core 10 is not liable for any form of loss whatsoever suffered by the customer as a result of using the equipment specified in the lease or rental agreement.

6.12 Core 10 reserves the right not to extend the lease or rental agreement beyond its expiry date. Core 10 is not obliged to give any reason for non-extension.

6.13 Payment of the lease price must be made on commencement of the lease period, unless otherwise agreed. If the leased equipment is collected from Core 10's warehouse, the customer may pay by credit or debit card.

6.14 If the lease or rental agreement includes an option to purchase the leased equipment, the customer may exercise that option only if he has entirely fulfilled his obligations under the lease or rental agreement.

6.15 The equipment will be placed at the customer's disposal from the start date of the agreed lease period. The customer may opt for collection from Core 10's warehouse or may have the equipment delivered, at his own expense, to a delivery address specified by the customer. The customer is entitled to test the equipment before accepting delivery of it or before it is dispatched. If the customer does not exercise that right, the equipment is deemed to have been placed at the disposal of the customer, complete and in good condition, in accordance with the agreement, subject to written complaints made by or on behalf of the customer, which are received by Core 10 within one working day of delivery and/or installation of the equipment.

6.16 Unless otherwise agreed, the leased equipment is placed at the customer's disposal without any options and/or system options and Core 10 does not guarantee in any way whatsoever the compatibility of the leased equipment with other equipment, software or other materials and/or its suitability for the purpose intended by the customer.

6.17 Core 10 will check the leased equipment on its return and may charge the customer for expenses arising out of any omission from or fault with the leased equipment detected in that context.

6.18 With regard to faults detected by Core 10 and expenses arising from them, no burden of proof rests on Core 10 other than the production of an itemised invoice.

6.19 During the lease period, any and all necessary modifications and/or repairs to the leased equipment will be carried out by or on behalf of Core 10. The customer may make or arrange for modifications and/or repairs to the leased equipment only with Core 10's prior written consent; any such modifications and/or repairs must be carried out by expert personnel, using only genuine parts.

6.20 During the lease period, Core 10 may at any time check the condition of the leased equipment and how it is being used. If asked to do so by Core 10, the customer must immediately allow Core 10 access to the leased equipment.

6.21 The customer indemnifies Core 10 against all relevant consequences of failing to strictly observe the conditions of any licence governing the leased equipment and/or any software installed on it.

6.22 Without Core 10's explicit written consent, the customer is not allowed to take (or permit the taking of) the leased equipment, software or other materials out of the country, or to make the equipment available to third parties, or to transfer in whole or in part any right arising from the lease or rental agreement to any third party.

7 Payment


7.1 All invoices must be paid by the customer, in accordance with the payment terms stated on the invoice. If no payment terms are stated, the customer must pay within fourteen (14) days of the invoice date. Payment must be made by transfer into a bank or giro account in Core 10's name specified on the invoice or separately specified in writing by Core 10.

7.2 If the customer believes that an invoice has been issued in error or contains an error, he must inform Core 10 of this in writing, stating the nature of the apparent error, within five (5) working days of the invoice date. If the customer fails to draw an error to Core 10's attention within that period and as described above, he will be obliged to pay the full amount invoiced by the due date.

7.3 The customer is not entitled to reduce, suspend and/or offset the amount payable.
If more than one invoice is outstanding, Core 10 will treat any payment received as a payment in respect of the oldest invoice.

7.4 If an order is fulfilled in stages, Core 10 may invoice for each stage individually.

7.5 If the customer gives Core 10 a direct debit mandate, allowing the total value of an order to be collected automatically from the customer's account, that mandate constitutes an irrevocable singular instruction. However, if collection is initially unsuccessful, Core 10 will be entitled to re-attempt collection, at the customer's expense.

7.6 If the customer does not pay an amount due, or does not pay by the due date, and has not informed Core 10 of an error, as provided for in clause 7.2, the customer will be in default, without any (further) demand or notice of default being required. Core 10 will then be entitled to dissolve the agreement without judicial intervention and without prejudice to any other right.

7.7 As soon as the customer is in default, he becomes liable for statutory commercial interest on the outstanding amount and for all legal and other expenses incurred by Core 10 in connection with the debt, including all amounts charged to Core 10 by external professionals.

7.8 In the event of the customer's default, Core 10 will be entitled to suspend and/or to dissolve all current obligations to the customer with immediate effect, including obligations that are not directly connected to the default. Under no circumstances will Core 10 be obliged to pay compensation.

7.9 Under no circumstances will Core 10 be liable to the customer or to any third party for the consequences of any measure provided for in these General Terms and Conditions, which is taken in response to the customer's default.

7.10 If warranted by the customer's credit status, Core 10 may require additional security. Until such security has been provided, Core 10 may withhold services and/or delivery, and/or dissolve the current agreement, notwithstanding Core 10's contractual entitlements and/or right to compensation.

8 Termination of the agreement


8.1 If an agreement has been entered into for a definite or indefinite period, it may be terminated by either party, following reasonable consultation with the other and subject to written notice stating the reason for termination. If no other notice period has been explicitly agreed between the parties, a notice period of at least three months should be observed. If the agreement is terminated by the customer, Core 10 will be entitled to recover from the customer all costs incurred in fulfilment of the agreement up to that point.

8.2 In the event of the agreement's termination, under no circumstances will Core 10 be obliged to pay any form of compensation to the customer or to any third party, unless the grounds for termination are facts or circumstances attributable to Core 10.

8.3 In the event of the agreement's termination, the customer will remain liable to pay the contractually agreed amount, less any amount already paid, plus any expenses incurred, notwithstanding Core 10's right to claim full compensation from the customer.

8.4 In the event of the agreement's premature termination by the customer, the customer will be liable to reimburse Core 10 for all expenses incurred up to that point, including preparation costs; Core 10 may additionally require payment of 30% of the contractually agreed amount if termination is unjustified.

8.5 In the event of the agreement's termination, Core 10 may immediately recover or ask the customer to return all items, files, software and other materials that are Core 10's property; if asked to return anything that is Core 10's property, the customer
must do so immediately. The customer undertakes, under normal circumstances and under the circumstances referred to in this article, to allow Core 10 physical and electronic access to its property and to cooperate fully with Core 10's efforts to recover its property. The customer shall be liable for all expenses incurred and/or to be incurred by or on behalf of Core 10 in connection with the recovery of Core 10's property.

9 Dissolution of the agreement


9.1 Either party may dissolve the agreement, only if – following issue of a formal notice of default, complete with a comprehensive explanation, and after allowing a reasonable period for rectification – the other party culpably fails to fulfil its material obligations under the agreement.

9.2 If the customer fails to fulfil his obligations under the agreement, or to do so in good time, Core 10 may dissolve the agreement. Under such circumstances, the customer will be liable to reimburse Core 10 for all expenses incurred up to that point; Core 10 may additionally require payment of 30% of the contractually agreed amount.

9.3 Core 10 is entitled to terminate or suspend an agreement entered into with the customer with immediate effect and without judicial intervention in the event that:
(i) Core 10 has good grounds to fear that the customer will fail in or default on his obligations to Core 10; in the event of a (threatened) bankruptcy or if a moratorium has been applied for or obtained, if an attachment has been effected under or to the debit of the customer; or if the customer's business has been or will be fully or partially closed down or wound up or if the customer has been or is to be placed in receivership.
(ii) The customer intends or has resolved to move all or part of his business operations abroad, one or more partners of the customer are resigning, or the regulations and/or articles of association of the customer are amended, or a change occurs in the shareholders, and if any such circumstance is considered by Core 10 to substantially increase its exposure to risk;
(iii) Before entering into the agreement, the customer failed to inform Core 10 of facts and/or circumstances, which Core 10 considers to be of such significance that, if Core 10 had been aware of them, it would not have entered into the agreement or would have done so only under different conditions.

9.4 Moreover, Core 10 may dissolve the agreement if circumstances arise, such that the agreement cannot be fulfilled, or such that fulfilment cannot reasonably or fairly be expected, or if circumstances arise, such that Core 10 cannot reasonably be expected to continue to abide by the agreement in its existing form.

9.5 Under no circumstance referred to in clauses 9.1 to 9.4 will Core 10 be obliged to compensate the customer or any third party.

9.6 If the agreement is dissolved, all sums payable to Core 10 by the customer will immediately fall due.

9.7 If Core 10 suspends the fulfilment of its obligations under the agreement, it will retain its rights under the law and pursuant to the agreement.

9.8 Core 10 always retains the right to claim compensation.

10 Force majeure


10.1 Core 10 is not obliged to fulfil any obligation, including any warranty obligation to the customer, if it is prevented from doing so by force majeure. Force majeure shall include, but not be limited to: (a) force majeure affecting Core 10's suppliers, (b) failure of suppliers that the customer has instructed Core 10 to use to properly fulfil their obligations, (c) defectiveness of third-party items, equipment, software or materials that the customer has instructed Core 10 to use, (d) government measures, (e) power failure, (f) faults affecting the internet, computer networks, or telecommunication facilities, (g) war, (h) sit-ins, (i) strikes, (j) general transport problems, and (k) the unavailability of one or more members of staff.

10.2 If force majeure prevails for more than ninety days, Core 10 will be entitled to dissolve the agreement in writing. Under such circumstances, settlement will be made on a proportionate basis for any part of the agreement that has been fulfilled by that point, without either party otherwise owing the other anything.

11 Retention of title


11.1 All items delivered to the customer remain the property of Core 10 until all amounts payable to Core 10 by the customer have been received, including any interest and expenses payable by the customer in respect of items delivered or still to be delivered or for services performed or still to be performed pursuant to any agreement and/or in respect of the failure to fulfil such an agreement. The provisions of the previous sentence apply equally if the customer creates a new item from items supplied by Core 10; any such newly created item will be considered to have been made and held for Core 10, until full settlement has been made.

11.2 The proprietary consequences of the retention of title to an item intended for export are governed by the law of the state of destination if the law of that state is more favourable to Core 10.

11.3 If no retention of title can be exercised, Core 10 will, upon the creation of an entitlement to receive payment from the customer, acquire a non-possessory right of lien over all those goods in which the items supplied by Core 10 have been incorporated, or of which they form part, pending settlement of the entitlement. For as long as any amount that Core 10 is entitled to receive from the customer remains unpaid, Core 10 will also acquire a non-possessory right of lien over all sums receivable by the customer from any third party in respect of the items supplied by Core 10. If asked to do so, the customer is obliged to immediately provide Core 10 with all information and documentation relevant in this context, on pain of a penalty of €750 (in words: seven hundred and fifty euro’s) for each day that he fails or continues to fail to do so. The instructions signed by the customer and the subsequent written acceptance on the part of Core 10 are considered to be a private deed, as referred to in law.

11.4 Rights, including rights of use are, where appropriate, granted or transferred to the customer on the condition that the customer has paid in full all amounts due under the agreement entered into between the parties. If a periodic payment obligation has been agreed in respect of a right of use, the customer will retain that right of use for as long as he fulfils his periodic payment obligations.

11.5 Pending the customer's payment of all sums due to Core 10, Core 10 is allowed to retain any items, products, proprietary rights, data, documents, software, databases and (interim) results of its services, which Core 10 has received or generated in connection with the agreement, despite the existence of an obligation to surrender or transfer.

11.6 Core 10 may recover items it has delivered, if it has good grounds to fear that the customer will fail in or default on its obligations to Core 10, or if the customer is being or is to be wound up, subject to a moratorium or declared insolvent, or if the delivered items are attached. The customer is obliged to warn Core 10 immediately in the event of an attachment or any other violation of such an item.

12 Complaints


12.1 The customer or a third party acting on his behalf must thoroughly inspect the items delivered by Core 10 immediately (after receipt).

12.2 Complaints regarding products supplied or services provided by Core 10 will be dealt with by Core 10 only if they are received in writing within 5 working days of delivery or provision and if they clearly state the nature and basis of the complaint. If no complaint is received within the five-working-day period, the customer is deemed to have approved the goods or service.

12.3 Complaints regarding invisible faults must be submitted in writing by registered post within 5 working days of the fault being detected by the customer or, if earlier, the date by which the fault could reasonably have been detected or should have been detected. A claim shall be invalidated by failure to submit it within the specified time.

12.4 The customer will give all cooperation necessary for investigation of the complaint, such as enabling Core 10 to investigate all the circumstances relevant to the complaint. If the customer does not cooperate or if investigation is otherwise not (any longer) possible, the complaint will not be considered and the customer will not be entitled to any form of compensation or restitution.

12.5 If Core 10 upholds a complaint, it will at its discretion fulfil the order or credit the customer with an amount not exceeding the value of (the part of) the order to which the complaint relates. Under no circumstance will Core 10 have any further liability.

12.6 If and insofar as the complaint is upheld, the customer's payment obligation will be suspended until such time as the complaint has been resolved.

12.7 Software that has been supplied will not be returnable under any circumstance.

12.8 The customer is not free to return items until Core 10 has agreed to their return, in accordance with the provisions of Core 10's applicable RMA Conditions.

13 Warranty


13.1 Unless otherwise agreed in writing, Core 10 warranties the items it supplies only insofar as they are warrantied by parties earlier in the supply chain. Insofar as a product is warrantied by a party earlier in the supply chain, Core 10 will merely act as an intermediary between the customer and other party in the supply chain. Core 10 is not responsible for the duration or quality of a warranty provided by a party earlier in the supply chain.

13.2 Unless explicitly agreed in writing, a warranty does not oblige Core 10 to provide the customer with replacement equipment.

13.3 A warranty given by Core 10 covers only defects in equipment which either has the 'approved selection' quality mark (12 months 'carry-in' via the supplier) or has been re-marketed (12 months of warranty via the manufacturer), or has been refurbished (3 months 'carry-in' via the supplier).

13.4 No software supplied by Core 10 is covered by a warranty.

13.5 Core 10 is not bound by a warranty given to a customer who is in default of his obligations to Core 10.

13.6 Upon delivery of a repaired item, Core 10 is entitled to reduce the duration of the warranty on that item, or to withdraw the warranty on that item, in recognition of the item's age and/or its condition, as determined during the repair work. Acceptance of a repair instruction does not in itself imply any warranty.

14 Liability


14.1 Core 10 will never be obliged to compensate any direct or indirect loss of any nature whatsoever, including any commercial loss suffered by the customer or by any third party.

14.2 In light of the previous general exclusion, Core 10 is not liable for losses such as loss due to incompetent use, which is understood to mean: (a) use contrary to the instructions for use or other directions given by or on behalf of Core 10, (b) (the consequences of) loss, contamination, non-compatibility or damage or distribution of software, (c) (the consequences of) damage to or by pre-installed software, (d) by omission of or delay in the delivery of equipment, software or other materials leased by the customer, or their repair, (e) for (the consequences of) loss by data loss and downtime of systems.

14.3 Notwithstanding the foregoing, Core 10's liability for items/services provided to the customer will never exceed what Core 10 can recover from parties earlier in the supply chain or from sub-contractors. Insofar as Core 10, notwithstanding the foregoing provisions, is liable for a loss, that loss, including consequential loss, will never exceed the amount quoted for the particular item and/or the particular activities from which the loss directly arises.

14.4 The exclusions of clauses 14.1 to 14.3 will be invalid only if and insofar as a loss is the direct result of a deliberate act or omission by, or the gross negligence of, Core 10's management. Core 10's liability will always be limited to the maximum amount receivable from Core 10's insurer in respect of the relevant matter.

14.5 The validity of a claim for compensation is dependent upon the customer reporting the matter in sufficient detail directly and immediately to Core 10 in writing by registered post. A claim for compensation made against Core 10 by the customer will be invalid if not made within six (6) months of the occurrence of the damage to which it relates.

14.6 The customer indemnifies Core 10 against all claims by third parties for which Core 10 is not liable pursuant to the foregoing.

15 Intellectual property


15.1 Core 10 transfers no intellectual property rights to the customer, unless such rights are transferred explicitly in writing. Any transfer of intellectual property rights to the customer does not preclude Core 10 from undertaking work or developing items which are similar to or derived from those (to be) undertaken or developed for the customer.

15.2 All intellectual property rights on the software, websites, databases, equipment or other materials developed or placed at the disposal of the customer pursuant to the agreement, such as analyses, designs, documentation, reports, offers and the material used in their preparation rest exclusively with Core 10 or its licensor or supplier. The customer enjoys only the rights of use explicitly granted under these General Terms and Conditions and the law. A right of use enjoyed by a customer is non-exclusive, non-transferable and non-sub-licensable.

15.3 The customer guarantees that no third-party rights will be violated by placing equipment, software, material intended for websites (image material, text, music, domain names, logos, hyperlinks etc.), databases or other materials, including design materials, at Core 10's disposal for use, editing, installation or incorporation (e.g. into a website).

15.4 The customer indemnifies Core 10 against any claim by a third party based on the allegation that such provision, use, editing, installation or incorporation infringes any right of that third party.

16 Privacy, confidentiality, non-take-over


16.1 The customer grants Core 10 the authority to collect, use, store and transfer any personal data provided in order to comply with its obligations pursuant to the law or the agreement and the customer indemnifies Core 10 against claims by persons
whose personal data have been registered or are processed as part of a body of personal data, for which the customer is responsible under the law or otherwise.

16.2 The customer is exclusively responsible for any data that are processed when the customer makes use of a service provided by Core 10. In the context of its normal business operations, Core 10 may transfer such data to other affiliated entities or to other relevant business partners who may then peruse the data. The customer guarantees that the content of such data and the use and/or processing of such data is/are lawful and do(es) not infringe any right of a third party. The customer indemnifies Core 10 against any legal claim by third parties in connection with these data or the fulfilment of the agreement.

16.3 Core 10 is entitled to allocate access or identification codes to the customer and to change the allocated access or identification codes. The customer must treat the access and identification codes as confidential and with due care. Core 10 will never be liable for losses or costs incurred as a consequence of the use or abuse of access or identification codes allocated to the customer, unless the abuse has been made possible as a direct result of a deliberate act or omission by, or the gross negligence of, Core 10's management personnel.

16.4 If Core 10 is obliged under the agreement to provide a form of information security, Core 10 does not guarantee that the information security is effective under all circumstances.

16.5 The customer must ensure the confidentiality of all data received from Core 10, which he knows or may reasonably be expected to recognise to be confidential. A customer who receives confidential information may use it only for the purpose for which it is provided. Information will certainly be regarded as confidential if it is identified as such by either party.

16.6 Neither during the term of the agreement, nor for one year after the agreement has ended, may either party employ or otherwise allow to work for him directly or indirectly any employee of the other party who is or was involved in fulfilment of the agreement, except with the prior written consent of the other party. Any such consent may be granted conditionally.

16.7 In the event of a breach of the provisions of clauses 16.5 and 16.6, the customer will be liable to pay compensation for any losses arising out of the breach. In addition, for each breach, the customer will be liable to pay a penalty of €10,000, which will fall due immediately. For each day that the breach continues the customer will be liable to pay Core 10 a further €500.

17 Transfer of rights and obligations


17.1 Core 10 may transfer to a third party its legal relationship with the customer, including all its entitlements from and/or obligations to the customer; the customer grants its consent for any such transfer, insofar as consent may be required.

17.2 The customer is not entitled to transfer his rights and/or obligations under the agreement to a third party.

18 Applicable law and disputes


18.1 The agreement between Core 10 and the customer is governed exclusively by Dutch law.

18.2 All disputes between Core 10 and the customer, which cannot be settled amicably, will be settled by the competent court in the Netherlands. In a dispute between Core 10 and the customer, the District Court in The Hague has exclusive competence in first instance, unless the Sub-District Court in Leiden is competent.

18.3 Core 10 may nevertheless refer a dispute to any court that is competent under the law.
18.4 Core 10 and the customer may agree that arbitration is applicable to a particular agreement.