General Conditions

General Terms and Conditions of Sale

ARTICLE 1. General

• Defines “Enoxgsm B.V.” and its associated companies.

“Enoxgsm B.V., with registered office at Leemskuilen 5A, 5563CK, Westerhoven, The Netherlands registered in the trade register of the Netherlands Chamber of Commerce under number 88263622.”

• Deviations from the General Conditions must be agreed in writing.
• All offers, contracts, and obligations are governed by these General Conditions.
• Customer’s terms and conditions are not accepted unless agreed upon in writing.
• The onus of adhering to and duly notifying tax regulations within their respective jurisdiction falls upon the Customer/Supplier.

ARTICLE 2. Offers and Contracts

• Offers are generally non-binding unless stated otherwise.
• Contracts without written confirmation may be confirmed by invoice or packing slip.
• Prices, brochures, and information are accurate to the best of their ability.
• Enoxgsm B.V. can refuse orders, offer cash on delivery, or require prepayment.
• Prices are indicative and subject to change based on market conditions.
• Orders are accepted upon approval by the Credit Control department.

ARTICLE 3. Prices, Offers, and Orders

• Prices are exclusive of various costs and taxes.
• Enoxgsm B.V. can unilaterally change prices or conditions due to market or cost changes.
• Deviations in contracts up to 10% may be considered reasonable.
• Additional costs for changes or additions to a contract are borne by the Customer.
• If a balance of additional and lesser costs results in a price reduction, Enoxgsm B.V. can claim compensation for loss of profit.

ARTICLE 4. Claims

• Customer must report complaints in writing, not affecting obligations to Enoxgsm B.V.
• Customer should inspect goods upon delivery or completion and report visible complaints.
• Other complaints must be reported within the agreed payment term.
• Return of goods requires Enoxgsm B.V.’s consent and certain conditions.

ARTICLE 5. Payments

• Payment is required in advance.
• Failure to pay results in default and accrues interest.
• Customer bears extrajudicial collection costs if applicable.

ARTICLE 6. Transfer of Ownership

• Ownership of goods passes to Customer upon delivery.
• Enoxgsm B.V. retains title to delivered goods until claims are paid in full.
• Enoxgsm B.V. has the right to reclaim goods under certain circumstances.

ARTICLE 7. Delivery Time

• Delivery delays may occur due to unforeseen changes in circumstances.
• Exceeding the delivery period doesn’t entitle compensation or contract termination.
• Work is considered completed after approval or commissioning.

ARTICLE 8. Delivery

• Goods are at the Customer’s risk after a binding contract is established.
• Delivery is usually made to the Customer’s location; free delivery if agreed in writing.
• Partial deliveries are possible and may be invoiced separately.
• Delivery time is when goods are ready for transport.
• Unclaimed goods after delivery time are stored at the Customer’s expense and risk.

ARTICLE 9. Work Execution/Customer Cooperation (Optional)

• Working hours are aligned with the Customer’s premises if possible.
• Work performance details are determined by Enoxgsm B.V. for fixed-price orders.

ARTICLE 10. Transport/Risk

• Transport details determined by Enoxgsm B.V. if not specified.
• Specific transport wishes carried out if Customer agrees to additional costs.
• Transport is at Customer’s expense and risk.
• Free delivery excludes separate transport costs.

ARTICLE 11. Force Majeure

• Force majeure circumstances preventing contract fulfillment.
• Delivery dates extended during force majeure.
• Either party can terminate an unperformed contract if force majeure exceeds 1 month.
• Provisions apply if force majeure occurs after partial contract performance.

ARTICLE 12. Warranty

• Warranty limited to supplier’s warranty if Enoxgsm B.V. receives goods from the supplier.
• Enoxgsm B.V. charges repair outside warranty scope.

ARTICLE 14. Dissolution and Termination

• Enoxgsm B.V. is not obliged to cancel contracts; written requests are considered.
• Cancellation fee of at least 10% of total contract sum; may increase based on timing.
• Delivered goods are generally not taken back; exceptions require a written agreement.
• Provisions regarding confidentiality, dissolution, and termination continue after contract termination.

ARTICLE 15. Cybersecurity

• Customer and Enoxgsm B.V. responsibilities for online portal identification data.
• Customer must report loss, theft, and misuse promptly; indemnifies Enoxgsm B.V.
• Enoxgsm B.V. is not liable for misuse of identification data.
• Enoxgsm B.V. may issue instructions for suspected misuse.
• Risk of loss from cybercrime to be regulated and insured by the Customer.

ARTICLE 16. Webshop Specific Terms

• All purchases made through the Enoxgsm B.V. webshop are subject to these terms and conditions.
• Product availability on the webshop is subject to change without notice.
• Webshop orders are processed on a first-come, first-served basis.
• Customers must provide accurate and complete information during the checkout process.
• Enoxgsm B.V. reserves the right to cancel or refuse orders at its discretion.
• Discounts or promotional offers on the webshop cannot be combined unless explicitly stated.
• Customers are responsible for maintaining the confidentiality of their webshop account and password.
• Any misuse or fraudulent activity detected on the webshop will result in immediate suspension or termination of the account.

ARTICLE 17. Confidentiality

• Both parties must not disclose exchanged confidential information to third parties.
• Customer must ensure its employees observe confidentiality.

ARTICLE 18. Export

• Re-export from the Netherlands is subject to legal regulations and may require Enoxgsm B.V. consent.
• Exporting to non-EU countries requires Enoxgsm B.V.’s written consent.
• Customer responsible for import/export laws, licenses, and compliance.

ARTICLE 19. Data Protection/Data Storage

• Customer permits Enoxgsm B.V. to process customer data according to Dutch data protection laws.
• Data exchanged for sales reporting, contractual obligations, and other purposes.
• Data may be shared within Enoxgsm B.V. Group and third parties to execute contracts.

ARTICLE 20. Anti-Corruption

• Business relationship based on transparent criteria, no personal benefits for influencing decisions.
• Customers and employees should not offer or accept personal benefits affecting business transactions.

ARTICLE 21. Disputes and Applicable Law

• Contracts and commitments governed by Dutch law; disputes settled by the competent court of Enoxgsm B.V.’s registered office.

ARTICLE 22. Final Stipulation

• Titles of articles for guidance; invalid provisions do not affect the validity of remaining provisions.