DISC bv standard terms of sale
Clause 1. Definitions
In these Standard Terms of Sale the following definitions will be used, both in the singular as well as the plural.
1.1 Standard Terms: these Standard Terms, regardless of the form in which they are expressed. The Standard Terms are filed with the Chamber of Commerce in Amsterdam under number 33260899 and will be sent by us on request. It is also possible to view these Standard Terms via the internet on https://esdnow.com/homepage/downloads/pdf/voorwaarden_uk.pdf and, on all other websites owned by DISC bv.
1.2 DISC bv: name of the company listed as such in the Trade Register under number 33260899 (Chamber of Commerce of Noord Holland), having its registered office in Bergen NH, having its principal place of business at the Breelaan 112 in Bergen NH, The Netherlands.
1.3 Customer: the natural person or legal entity to whom the offer of DISC BV has been made, with whom DISC bv has entered into an agreement or for the benefit of whom/which the legal act has been performed, pursuant to which the Products will be supplied.
1.4 Products: all products or services which are the subject of any offer, quotation, agreement or other legal act via DISC BV’s website(s).
Clause 2. Applicability of the Standard Terms
2.1 These Standard Terms will be applicable to all offers, orders and agreements by DISC bv with the exclusion of any other general conditions of customers.
2.2 The acceptance of an offer or placing an order means that the Customer accepts the applicability of these Standard Terms.
2.3 DISC bv complies with the law “Koop op Afstand”.
Clause 3. Conditions of use
3.1 Conditions of use such as software licences of DISC bv or third parties may be applicable to the Products.
Clause 4. Prices and payments
4.1 The prices stated for the Products and services offered are in euros, unless otherwise indicated, including VAT.
4.2 The prices stated for the Products which are only available for legal entities, may be stated excluding VAT.
4.3 Payments may be made in (one of) the manner(s) indicated during the ordering process. Additional conditions (of payment or ordering) can be attached to your order.
Clause 5. Offers/agreements
5.1 All offers by DISC bv are without obligation and DISC bv exclusively reserves the right to change the prices after the order has been placed if VAT rates change.
5.2 An agreement will only be formed after the acceptance of an order by DISC bv. DISC bv is entitled to refuse orders or to attach certain conditions to the delivery unless explicitly otherwise provided for. If an order is not accepted, DISC bv will notify this within ten (10) working days after having received the order.
Clause 6. Orders/communication
6.1 DISC bv will not be liable for differences in interpretation, delays or orders and communications not being properly passed on as a result of the use of the internet or any other means of communication in the exchanges between the Customer and DISC bv, or between DISC bv and third parties insofar as they relate to the relationship between the Customer and DISC bv unless and insofar as there would be gross negligence or intention on the part of DISC bv.
6.2 The Customer is aware that some Products are only available as a download. There are technical requirements for downloading Products. DISC bv will notify technical requirements as far as possible. The Customer accepts the risk that his computer hardware, software or Internet connection will not meet the technical requirements set for downloading a certain Product.
Clause 7 Warranty
7.1 DISC bv rejects all implied or explicit warranties insofar as this is allowed by law.
Clause 8 Intellectual and industrial property rights
8.1 The Customer has to observe fully and unconditionally all intellectual and industrial property rights vested in the Products supplied by DISC bv.
Clause 9. Liability
9.1 The aggregate liability of DISC bv due to attributable failure to perform the agreement is limited to the reimbursement of direct loss up to a maximum of the amount of the price stipulated for that agreement (excl. VAT). By direct loss is meant exclusively:
a. reasonable costs which the Customer would have to incur to let the performance of the supplier comply with the agreement; however, this replacement loss will not be reimbursed if the agreement is dissolved by or on the demand of the Customer.
b. reasonable costs incurred by the Customer because of the necessity of keeping his old system or systems and associated provisions operational for a longer period because the supplier did not deliver to his obligatory deadline, less any savings as a result of the delayed delivery;
c. reasonable costs incurred to determine the cause and the extent of the loss insofar as the determination relates to direct losses within the sense of these Terms;
d. reasonable costs incurred to prevent or restrict the losses insofar as the Customer has demonstrated that these costs resulted in the restriction of direct losses within the sense of these Terms.
9.2 DISC bv’s liability for indirect losses, consequential losses, corruption or loss of data and all forms of losses other than those mentioned in clause 10.1, on any ground whatsoever, is excluded.
9.3 The limitations mentioned in the previous paragraphs of this clause 10 will lapse if and insofar as the loss is the consequence of the gross negligence or intention of DISC bv or its executives.
9.4 The condition for the existence of any right to compensation is at all times that the Customer notifies the damage via e-mail to DISC bv as soon as possible after it has occurred. Each claim for damages against DISC bv will lapse solely by the lapse of 24 months after the claim originated.
9.5 DISC bv will not be liable for the contents of any other website affiliated to the website(s) of DISC bv. Access to any other website linked to DISC bv’s website will be at the Customer’s own risk.
Clause 10. Privacy
Clause 11. Force Majeure
11.1 There will be no attributable failure by DISC bv if there is a situation of force majeure. The term force majeure means for instance, but not exclusively, a non-attributable failure by suppliers and licensors of DISC bv, measures or instructions by authorities, strikes, faults in electricity supply, internet connections and/or in the telephone network and moreover all circumstances in which it can not/no longer be required that DISC bv fulfil their obligations to the Customer
11.2 Notwithstanding any other rights DISC bv might have, in the event of force majeure they have the right at their discretion to either suspend the performance of an order or to dissolve the agreement without any judicial interference by communicating this to the Customer via an e-mail and without DISC bv being obliged to pay any compensation, unless this would be unacceptable in the given circumstances according to the criteria of reasonableness and fairness.
Clause 12. Miscellaneous
12.1 If one or more of the provisions of these Standard Terms or any other agreement with DISC bv would contravene any applicable legal rule, the respective provision will lapse and it will be replaced by a new, comparable provision to be determined by DISC bv which is legally acceptable.
Clause 13. Applicable law and competent court
13.1 All offers and agreements are exclusively governed by Dutch law.
13.2 The applicability of the Vienna Sales Convention is explicitly excluded.
13.3 All disputes which might arise in connection with this agreement or any further agreements which might be a consequence of it, will be settled by the competent court of DISC bv’s domicile or place of business, unless the law explicitly appoints another court with jurisdiction.
Clause 14. Rules on settlement of disputes
14.1 If the Customer is a consumer, apart from the options laid down in clause 14, he will have the possibility to submit a dispute to the ‘Geschillencommissie’ (disputes committee), provided it involves an offer or agreement which was formed via DISC bv’s website.
14.2 A dispute as set out in the previous paragraph will only be dealt with by the disputes committee if the complaint has been submitted in writing to DISC bv within no more than 30 days.
14.3 The dispute has to be submitted in writing to the disputes committee by the Customer no later than within three (3) months after the complaint was submitted to DISC bv.
14.4 If the Customer wants to submit a dispute to the disputes committee, DISC bv will be bound by this choice. If DISC bv wants to do this, within five (5) weeks after a request submitted to this end by DISC bv, the consumer will have to express in writing whether he wants this as well or whether he wants to have the dispute settled by the competent court. If DISC bv does not hear the choice of the consumer within the period of five (5) weeks, DISC bv will be entitled to submit the dispute to the disputes committee.
14.5 The disputes committee will make an award under the conditions as they are laid down in the regulations of the disputes committee. The awards of the Disputes Committee are made by means of a binding third-party ruling.