General Terms and Conditions business to business


Article 1 Definitions

1. I.C.M. Technology: the person who uses these general terms and conditions with regard to every legal relationship with the Customer, hereinafter referred to as 'Vender'.
2. Buyer: the company with whom the Supplier concludes or wishes to enter into a remote agreement, to whom the Supplier makes an offer or to whom the goods are delivered by the Supplier.
3. Distance agreement: an agreement whereby only or partly use is made of one or more remote communication techniques for the sale of a product, service or digital content up to and including the conclusion of the agreement, such as but not limited to an order at a web store.
4. Dune agreement: a remote agreement for a purchase of a range of products, services or digital content, whose delivery and/or purchase obligations are spread over time.

Article 2 Our identity

ICM Technology BV
Halderbergselaan 7a
4741AA Hooves
North Brabant
The Netherlands
Phone number: 0165-506443
Accessibility: Email: info@icmt.nl
KvK Number: 20091288
VAT identification number: NL80.73.907.44.B01
Bank account number (IBAN and BIC): NL04INGB0677005628

ICM Technology BV trading under Mifi-hotspot.nl; 4GLTE-antennes.nl; ICMT-antennes.nl

Article 3 General provisions

1. These general terms and conditions apply to all requests, offers, quotations, orders, order confirmations, (legal) acts, transactions and agreements concluded and to be concluded – with regard to the delivery of goods and services to be performed – between the Client and the Supplier.
2. Deviations from these general terms and conditions are only legally valid if they have been agreed in writing.
3. Applicability of purchase or other terms and conditions of the Client is expressly rejected.
4. If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions of these general terms and conditions shall remain in force.
5. The Supplier may always impose (further) requirements on communication between the parties or the performance of legal acts by e-mail.
6. Customer acknowledges that all intellectual property rights of the displayed information, communications or other expressions of the Supplier with regard to the products, services and/or websites of the Supplier belong to the Supplier, its suppliers or the other rights holders.
7. If one or more of these provisions in these general terms and conditions are invalid, contrary to law or unenforceable, this shall affect the validity of the
other provisions.
8. These terms and conditions are available in Dutch and English. In the event of differences in interpretation, the Dutch text of the general terms and conditions will prevail.

Article 4 Quotation and formation agreement

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Article 5 Delivery

1. All the (delivery) terms mentioned or agreed by the Supplier have been determined to the best of his knowledge on the basis of the data that was known to the Supplier when the agreement was entered into. The Supplier is making a proper effort to execute the orders and the services taken as soon as possible, although the delivery deadlines are indicative and do not count as a fatal period. The sole exceeding of a said or agreed (delivery) period does not put the Supplier in default. Exceeding the delivery time therefore does not give the Buyer the right to dissolution or compensation on whatever grounds.
2. In all cases, therefore, even if the parties have explicitly agreed a deadline in writing and explicitly, the Supplier will only default after the Customer has failed to notify him in writing.
3. The Supplier is not bound by extreme or non-extreme (delivery) periods that cannot be met due to circumstances beyond his control that occurred after entering into the agreement. Article 11 shall also apply to delivery (terms).
4. The way in which the items are packaged is determined by the Supplier.
5. No returns are allowed unless the Supplier has given prior written consent for the relevant return.

Article 6 Price and payment

1. The prices quoted by the Supplier are shown in euros both inclusive and exclusive of VAT, but excluding transport costs and other levies and government charges, unless explicitly stated otherwise.
2. The payment deadline is fourteen (14) calendar days after the invoice date, unless otherwise agreed in writing. After the expiry of this
The buyer is legally in default. From the moment of default, the legal commercial interest is payable on the due amount.
3. Unless expressly agreed otherwise, the Supplier reserves the right to charge the price, which is valid on the day of the
Delivery of the ordered products or services performed.
4. If the Buyer does not pay the invoices in a timely manner, the Buyer shall be, without the need for any notice or notice of default, on the outstanding amount
Due legal interest. If, after a notice or notice of default, the Buyer remains negligent to pay the invoices, the Supplier may
Hand over, in which case the Buyer is also obliged to pay all judicial and extrajudicial costs, including costs calculated by external experts in addition to the costs determined in court. These extrajudicial collection costs are calculated in accordance with the Decree for compensation for extrajudicial collection costs, applicable under Article 6:96 paragraph 5 of the Dutch Civil Code, with a minimum of € 350 per claim.
5. If an invoice is not paid in a timely manner, the Supplier shall be entitled, without the need for any notice or notice of default, to deliver its deliveries of
To suspend things as well as services, also for orders from the Buyer other than those to which the unpaid invoice or invoices relates. Supplier is not liable for any damage resulting from such suspension.
6. If the Supplier has reasonable doubts about the payment capacity of the Buyer, the Supplier is authorized to postpone the delivery of the ordered goods or services until the Buyer has provided security for the payment. The Buyer is liable for the damage suffered by the Supplier as a result of this delayed delivery.
7. The Buyer is not entitled to suspension or settlement.

Article 7 Reclamation

1. The Buyer has the obligation to inspect the ordered goods immediately after receipt and to check whether they comply with the agreement. This obligation for the Buyer also applies to the services performed by the Supplier.
2. Reclamations regarding the goods provided and/or services performed must be submitted in writing and in reasons to the Supplier within ten (10) calendar days, in the absence of which any claim based on it expires.
3. If the claim is not done within this period, all liability of the Supplier will lapses.

Article 8 Dissolution

1. In addition to the statutory provisions regarding dissolution, the Supplier may, at any time and without further notice of default or judicial intervention and without being liable to pay damages to the Client, dissolve the agreement with the Supplier immediately if the Client leaves its due and payable debts unpaid, if the Client is declared bankrupt, if a suspension of payments is requested for the Client, if the Client ceases its business and/or if the assets of the Client are seized or if the Client
otherwise loses the power to dispose of (part of) the capacity to serve.
2. If the Client fails to comply with one or more of its obligations, or fails to do so in a timely manner or in full, the Supplier has the right to suspend the performance of the agreement in whole or in part and/or to dissolve the agreement in whole or in part, without further notice of default or judicial intervention and without being obliged to pay any compensation.

Article 9 Retention of title

1 As long as the Buyer has not fully complied with all his payment obligations to the Supplier under the contract or related or subsequent or preceding agreements, the Supplier reserves the ownership of the goods supplied. Ownership of all delivered goods shall pass to the Buyer as soon as the Buyer has fulfilled all his obligations to the Supplier.
2. The Buyer will at any time cooperate in the exercise of the supplier's retention of title, including the granting of access to the location (s), building (s) or location (s) of the Customer, in order to recover the goods delivered by the Supplier.

Article 10 Risk

The risk of loss, theft or damage to goods, products, software or data that are the subject of the agreement is transferred to the Customer at the moment when they have been brought into the actual disposal of the Customer or an auxiliary person of the Customer.

Article 11 Warranty

1. The Supplier shall comply with its legal obligation in the context of conformity of products and/or services supplied. The goods purchased by the Customer from the Supplier are subject to a manufacturer's warranty in some cases. In the event of an appeal to the manufacturer's warranty, the Customer will have to contact the relevant manufacturer.
2. The Supplier shall not be liable for defects resulting from deviating use or from other incidents or factors attributable to the Client or at its expense and risk.

Article 12 Liability and Indemnification

1. Any liability, for whatever reason, of the Supplier to the Customer is limited to twice the amount (excluding VAT) charged by the Supplier to the Customer in the six months prior to the liability. If the agreement is mainly a dual agreement with a term of more than one year, the price negotiated for the contract is set on the total of the fees (excl. VAT) negotiated for one year, up to a maximum of € 10,000.
2. Any liability for indirect damage is expressly excluded, including consequential damage, delay damage, lost profit, missed savings, fines of third parties, loss of data/data, damage due to hacked applications or (computer) systems and damage due to business stagnation and exodus.
3. Fees based on the guarantee obligations are also subject to the limitation of paragraph 1 of this Article.
4. The Customer shall indemnify the Supplier against all claims and other claims of third parties and the resulting damage resulting from a shortcoming by the Customer of this Agreement or any other actions or omissions of the Customer, without prejudice to the provisions of the previous paragraphs.
5. Liability of the Supplier due to attributable shortcoming in the performance of a contract shall arise in all cases only if the Customer fails the Supplier without delay and in good writing, setting a reasonable period of time to clear the shortcoming, and the Supplier will continue to fail due to fulfill its obligations even after that period. The default must contain as complete and detailed a description of the shortcoming as possible, so that the Supplier is able to respond adequately.
6. The Supplier is entitled to accept restrictions on the liability of the third parties engaged by the Supplier in the context of the agreement on behalf of the Customer.
7. The Buyer must, without delay, but within fourteen (14) calendar days after the claim has arisen or after the Buyer should reasonably have been aware of (the occurrence of) the claim, write a written notification of the damage to the Supplier, in the absence of which any right to compensation is not payable.
8. The liability of the Supplier for damage resulting from intent or conscious recklessness of the Supplier or its managerial subordinates is not excluded.

Article 13 Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of the Supplier in the performance of any obligation to the Customer cannot be attributed to the Supplier in the event of an independent circumstance of the Supplier, By which the fulfilment of its obligations to the Customer is prevented in whole or in part or so that the fulfilment of its obligations cannot reasonably be required of the Supplier.
2. In any case, force majeure is understood to mean: telecommunications disturbances/disturbances in electronic messaging/disturbances on the internet, the unexpected failure of third parties, business disorder, technical defects, lack of raw materials, transport problems, strike, the consequences of natural disasters, seasonality, exclusion, measures resulting from mobilization, acts of war, atomic nuclear reactions e.d. Even if these difficulties arise in the case of third parties involved by the Supplier in the execution of the agreement, or are a consequence of the measures taken by the third party.
3. If a force majeure situation has lasted longer than sixty days, the parties have the right to dissolve the agreement in writing. In that case, what has already been performed on the basis of the agreement will be paid proportionately.

Article 14 Confidentiality and personal data

1. Each of the parties shall not disclose the information it receives (in any form whatsoever) from the other party and any other information concerning the other party which it knows or reasonably suspects to be secret or confidential or information the disclosure of which it can expect to cause harm to the other party, and take the necessary measures to ensure that its staff will keep the said information confidential.
2. The obligation of professional secrecy referred to in paragraph 1 shall not apply to information:
1. which was already public at the time the recipient received this information or has subsequently become public without a breach by the receiving party of a duty of confidentiality incumbent on it;
2. which the receiving party can prove was already in its possession at the time of provision by the other party;
3. received by the receiving party from a third party where the third party was entitled to provide this information to the receiving party;
4. that the receiving party discloses on the basis of a legal obligation;
5. developed by the recipient without the use of the confidential information.
3. The duty of confidentiality described in this article shall remain in force for a period of five years after the end of the legal relationship.
4. If the Supplier processes the Customer's personal data when delivering the ordered products, the processing will take place in a proper and careful manner in accordance with the legal obligations under the General Data Protection Regulation.

Article 15 Duurovereenkomst

1. If an agreement has been entered into for an indefinite period and this concerns an end agreement, it may be terminated in writing, provided that a notice period of at least one month for the Supplier and a notice period of at least three months for the Customer.
2. If a fixed-term agreement has been entered into and this concerns a dual agreement, an interim notice may be terminated in writing, provided that a notice period of at least one month for the Supplier and a notice period of at least three months for the Customer.
3. A fixed-term agreement that concerns a dual agreement cannot be tacitly extended or renewed for a certain period.

Article 16 Amendment

The Supplier has the right to change these terms and conditions without prior notice.

Article 17 Applicable law and dispute resolution

1. Only Dutch law applies to the legal relationship between the Supplier and the Customer. Applicability of the Vienna Purchase Treaty is excluded.
2. Disputes will be submitted to the court of the location of the Supplier. However, the Supplier has the right to refer the matter to the judge of the Customer's place of residence.