Newsletter
Home > Support > Black Box Product Support > Order info > Terms and Conditions
Navigation
 
Terms and Conditions

GENERAL TERMS AND CONDITIONS



This is a abridged version of the Terms and Conditions in English. The Dutch version is leading. You will find the complete Terms and Conditions in Dutch when you change the language into 'Nederlands' at the bottom of this page.



1. APPLICABILITY
a. These General Terms and Conditions are applicable to all potential and actual legal relationships in which Black Box Datacom BV, hereinafter referred to as: 'Black Box', acts as vendor and/or supplier of goods and/or services, with the opposite party, hereinafter referred to as: 'the purchaser', including after the termination of a legal relationship.
b. The applicability of any other General Terms and Conditions which may be used by the purchaser, or to which the purchaser may refer in any way, is explicitly rejected.
c. Without prejudice to the provisions in Article 14, any deviations from these Terms and Conditions must be agreed explicitly in writing.
Unless otherwise agreed, no rights can be derived by the purchaser from such deviations with regard to legal relationships entered into at a later date.

2. OFFERS, REALIZATION OF AGREEMENTS AND PRICES
a. All offers of Black Box are free of obligation. An agreement with Black Box only comes into being after an order has been accepted or confirmed by Black Box explicitly in writing.
b. The prices stated in an offer are based on shipping and handling paid to the address of the purchaser, and exclude VAT, unless explicitly stated otherwise. In the case of delivery of orders amounting to less than EUR 90.00 excluding VAT, Black Box is entitled to charge the purchaser administration and/or handling costs amounting to EUR 16, which the purchaser agrees to pay.
c. In the event that Black Box also supplies services to the purchaser, separate fees will be listed and charged for these. The reasonable costs incurred by Black Box, including travel and accommodation expenses, in the context of the service provision at the instructions of the purchaser must be reimbursed by the purchaser to Black Box.
d. In the event that changes occur in the cost price factors, such as raw materials, materials and labor costs, government measures, insurance premiums, freight fees, currency rates, taxes, etc., after an agreement between Black Box and the purchaser has come into being, Black Box will be entitled to implement a reasonable adjustment of the applicable price. Black Box will notify the purchaser of any price increase as quickly as possible.

3. DELIVERY
a. An agreed period within which delivery by Black Box should take place is not a final deadline, unless explicitly otherwise agreed.
b. In the event of late compliance with the delivery obligation by Black Box, the purchaser must therefore serve Black Box with written notice of default, without prejudice to the provisions in Article 9 of these Terms and Conditions.
c. Unless otherwise agreed in writing, delivery will take place shipping and handling paid to the purchaser's address. If it is agreed that goods will be collected from Black Box, and the purchaser fails to do so, or receipt is not taken of goods on delivery, Black Box is entitled to charge storage costs amounting to two (2) % per month of the outstanding invoice amount, as of the day on which delivery should have taken place.

4. RETENTION OF TITLE
a. Goods sold and delivered by Black Box remain the property of Black Box until the purchaser has complied with all the following obligations pursuant to the agreements entered into between the purchaser and Black Box:
(i) The consideration(s) relating to the good(s) delivered or to be delivered themselves;
(ii) The consideration(s) relating to services performed or to be performed by Black Box pursuant to such agreement(s); and
(iii) Any claims relating to non-compliance by the purchaser with such agreement(s).
b. In the event that the purchaser does not comply with its obligations or there is a well-founded fear that it will not do so, Black Box is entitled to collect the delivered goods, to which the retention of title referred in paragraph 1 applies, from the purchaser or third parties which are holding the goods on behalf of the purchaser, or to have said goods collected. The purchaser is required to cooperate fully with this, subject to a fine of ten (10) % of the amount owed by the purchaser per day.
c. The purchaser is not entitled to transfer the title to goods to third parties before the title to these goods originating from Black Box has been transferred to the purchaser. Nevertheless, the purchaser is authorized to sell on the goods in question in the normal performance of the purchaser's business. In the event that third parties wish to establish or enforce any right to the goods delivered under retention of title, the purchaser is required to notify Black Box to this effect immediately.

5. INVOICING AND PAYMENT
a. Payment by the purchaser must take place on the date agreed between Black Box and the purchaser and, if it does not, within the payment period stated in the invoice.
If no specific date has been agreed for payment and no payment period is stated on the invoice, payment must take place within thirty (30) days of the invoice date.
b. Payment by the purchaser must take place in the currency in which the invoice is denominated, including sales tax. All costs relating to payment shall be borne by the purchaser.
c. Payment by the purchaser for each obligation entered into with Black Box must take place without discount or invoking settlement by the purchaser. Also, in the event of an overrun of the delivery period referred to in Point 3.1 of these Terms and Conditions, in the event of the submission of a complaint by the purchaser or the alleged non-compliance by Black Box with one of its obligations, the purchaser remains obligated to make full and prompt payment as referred to in Point 5.1.
d. Payments by the purchaser shall be deemed primarily to serve as payment for the interest referred to in Point 5.5 and the judicial and extrajudicial costs referred to in Point 5.6, and are then deducted from the oldest outstanding claim.
e. In the event of an overrun of the payment period applicable on the grounds of Article 5.1, the purchaser shall owe, without prior notice of default, monthly interest on the invoice amount – or the part thereof still remaining to be paid – amounting to one (1) percent per month up to the moment of payment in full of the invoice amount, or the part thereof still remaining to be paid. Black Box will then also be entitled to demand immediate payment in full of all currently unpaid invoices, and to immediately suspend further realization of obligations vis-à-vis the purchaser, unless payment is made immediately in cash, or satisfactory security is provided for payment of these invoices.
f. All judicial and extrajudicial collection costs which Black Box incurs as a consequence of non-compliance by the purchaser with the payment obligations of the purchaser will be borne by the purchaser. In any event, the purchaser shall owe fifteen (15) % ex. VAT on the amount owed. In the event that Black Box can show that it reasonably incurred higher costs, these will be owed by the purchaser to Black Box.
g. The purchaser is obligated to notify Black Box immediately in the event that:
1. The purchaser intends to apply for a - full or provisional - suspension of payments
2. The purchaser has been granted a - full or provisional - suspension of payments
3. The purchaser intends to submit an application for bankruptcy
4. The purchaser has been informed that one or more of the purchaser's debtors intends to submit an application for the purchaser's bankruptcy
5. The purchaser is declared bankrupt

6. RETURNING PRODUCTS
a. If the purchaser wishes to make use of the opportunity offered by Black Box to return purchased goods delivered to the purchaser, the goods in question must be returned to the possession of Black Box within thirty (30) days of delivery. If the goods in question are received by Black Box after this period of thirty (30) days has passed, the purchaser will be charged a minimum of 15% of the catalogue value of these goods, with a minimum of EUR 23. Before making return shipments of goods, the purchaser must apply for a return authorization number from Black Box. The return authorization number is valid until fourteen (14) days after it is issued. Products without a return authorization number, or with an invalid number, will not be eligible for crediting and will not be processed.
b. The shipping costs for the returned goods will be borne by the purchaser. The return goods to be shipped must be in a good condition and in the original, undamaged packaging. The instruction manual and the accompanying accessories must be included.
The technical services department of Black Box will inspect returned goods for damage, proper operation and completeness. If the returned goods are damaged, defective or incomplete, no full crediting can take place. In such cases, the damage observed by Black Box and occurring as a result thereof will be charged to the purchaser, with a minimum of EUR 23.
c. A product of Black Box will only be eligible for the 30-day return option if it does not comply with the specification in the Black Box catalogue. The 30-day return option does not apply to the following products: tools, software, test equipment, goods manufactured to customer specifications, cables, and books. Finally, the 30-day return option does not apply to batches of more than two (2) identical products.

7. GUARANTEE
a. Only in cases in which Black Box has issued the purchaser with a written guarantee, and unless otherwise agreed in writing, Black Box guarantees the quality of, composition of, characteristics of, usage application of, treatment of and lack of faults in the products as these were delivered by Black Box, for a period of twelve (12) months, commencing on the date on which the products were delivered to the purchaser, all without prejudice to the provisions in Articles 8 and 9.
b. Black Box does not grant the purchaser any greater guarantee on products or parts of products sourced from third parties than Black Box has been given by the supplier in question.
c. Black Box will never guarantee the absence of faults which are the result of compliance with any statutory government regulation with regard to the nature or the quality of the raw materials used in the supplied products.
d. Under no circumstances can the purchaser enforce any claim against Black Box after the purchaser has either processed or treated the delivered products or part thereof, or has caused the products to be taken into use, processed or treated by third parties, or if the purchaser has not used the products in accordance with the usage instructions issued by Black Box, or if the purchaser has not complied with any obligation vis-à-vis Black Box.

8. COMPLAINTS
a. A complaint must be made in writing immediately after the discovery of any shortcoming for which Black Box is liable in accordance with the provision in Point 7.1, on the understanding that, if it involves an externally observable effect, the complaint must be made within seven (7) days of delivery.
b. If the complaint is deemed valid, Black Box will repair or replace the goods to which the complaint applies at no charge, or will reimburse the purchaser for the goods, at the discretion of Black Box. In the case of replacement, the products replaced by Black Box will then be the property of Black Box.

9. LIABILITY
a. Notwithstanding the provisions in Articles 7 and 8, as applicable, Black Box is not liable vis-à-vis the purchaser for damage or loss caused to persons or to products other than those delivered by Black Box, inasmuch as this is the result of inexpert use of the products delivered by Black Box or any action contrary to the instructions for use issued by Black Box.
b. Black Box is not liable vis-à-vis the purchaser for damage or loss caused as a result of an overrun of the delivery period.
c. Notwithstanding the provisions in Articles 7 and 8, as applicable, Black Box is not liable vis-à-vis the purchaser or the purchaser's insurance company, which is subrogated in its rights, for damage or loss caused to persons or to products other than those delivered by Black Box occurring as a result of or in the context of the realization of any agreement between Black Box and the purchaser, if the purchaser has taken out insurance to cover the damage or loss in question, or could have taken out such insurance.
d. In all cases, the liability of Black Box is limited to the amount paid out in the case in question under the liability insurance of Black Box, plus the amount of excess to be borne by Black Box under the applicable policy Terms and Conditions.
e. In the event that Black Box invokes the provisions in Articles 9.1, 9.2, 9.3, or 9.4, any of its employees who are being held liable can also invoke these provisions as if they themselves were party to the agreement between Black Box and the purchaser.

10. NON-COMPLIANCE
a. In the event that the purchaser fails in any way vis-à-vis Black Box to comply with any obligation, or in the case of an application for a suspension of payments, the granting of a suspension of payments (provisional or otherwise), an application for bankruptcy (by the purchaser or by a third party), bankruptcy or liquidation or cessation of all or part of the purchaser’s business, Black Box is authorized to dissolve the agreement(s), wholly or partly, with immediate effect, or to suspend the further implementation of the agreement(s), without prejudice to the other rights to which Black Box is entitled and without any obligation to provide compensation for loss.
b. Without prejudice to the other rights of Black Box, in the event that Black Box dissolves the agreement(s) in accordance with the provision in Point 10.1, all that which the purchaser owes Black Box for any reason whatsoever will be immediately payable and Black Box will be entitled immediately to suspend the further realization of any order.
c. In the event that the proper realization of the agreement by Black Box is wholly or partially impossible as a result of one or more circumstances for which Black Box cannot be held responsible, including the circumstances referred to in Point 10.4, either temporarily or permanently, Black Box is entitled to suspend realization of the agreement until its realization is again reasonably possible, or to dissolve the agreement(s) with the client.
d. Circumstances for which Black Box cannot, in any event, he held responsible include: actions, with the exception of intent or deliberate recklessness, by persons of whom Black Box makes use in the realization of the agreement with the client, as well as unsuitability and/or non-functioning of products and/or equipment of which Black Box makes use in the realization of the agreement; disruptions to connections with the Internet and/or other computer networks and/or telecommunication networks, non-compliance with obligations by suppliers and/or third parties, computer breakdowns, changes to or obsolescence of network protocols and/or communication protocols; labor strike, worker lockout, illness, a ban on import, export, and/or transit, shipping problems, natural and/or nuclear disasters, and war and/or threat of war.

11. APPLICABLE LAW; COMPETENT COURT
a. The Netherlands law is applicable to all legal relationships between Black Box and the purchaser.
b. The competent Court in Utrecht is, to the exclusion of all other courts, competent to hear all disputes which may occur in the context of any agreement between Black Box and the purchaser, or the implementation thereof, as well as all disputes relating to these Terms and Conditions.

12. REGULATIONS GOVERNING EXPORT ADMINISTRATION, UNITED STATES
a.With regard to the products and documentation, the purchaser will not act in contravention of the export permits and the applicable regulations of the United States Office of Export Administration and/or other designated government bodies. The purchaser will not dispose of the products and accompanying documentation or allow third parties to use them, make them known to third parties, re-export them, or in any other way use or treat them in contravention with the permit in question and regulations governing them.

13.CONVERSION
a.If and inasmuch as any provision of these Terms and Conditions may not be relied upon on the grounds of reasonableness and fairness or an unreasonably onerous nature, said provision shall be deemed to have an equivalent tenor in such a way that it can nevertheless be relied upon.

14.AMENDMENT TO GENERAL TERMS AND CONDITIONS
a.Black Box is at all times entitled to amend these General Terms and Conditions. The amendment will come into effect three (3) months after notification thereof by Black Box on its letterhead and on the website. The amended Terms and Conditions will be applicable to agreements entered into thereafter between Black Box and the purchaser.

15.DEPOSIT
a.These General Terms and Conditions have been deposited with the Chamber of Commerce in Utrecht, under number 1356.
Share |