GENERAL TERMS AND CONDITIONS
dooIT B.V.

1. General
a. In these General Terms and Conditions, the following definitions apply:
- dooIT: dooIT B.V. operates under the name dooIT B.V., located at Watermanweg 100, 3067 GG ROTTERDAM

- Counterparty: the contractual counterparty of dooIT or the party to whom dooIT has directed its offer.
b. These General Terms and Conditions apply to all offers made by dooIT and agreements concluded with dooIT for the sale of goods or the provision of services by dooIT, unless otherwise agreed in writing. The counterparty accepts the applicability of these General Terms and Conditions by the mere fact of its order, even when the terms of the counterparty would state otherwise. Any applicability of the General Terms and Conditions of the counterparty is expressly rejected.
c. Provisions that deviate from these General Terms and Conditions are only valid if they have been confirmed in writing by dooIT. Any deviations from these General Terms and Conditions, applied or tolerated by dooIT at any time for the benefit of the counterparty, do not grant the latter the right to invoke them later, or to claim the application of such a deviation as established for itself.
d. dooIT is solely bound by agreements made with the other party by its management or other authorized persons. Conditions, stipulations, etc. agreed upon with agents, representatives, or other intermediaries that deviate from these conditions only bind dooIT if they have been expressly confirmed in writing by it.
e. Specific stipulations in the agreement that deviate from these General Terms and Conditions take precedence over the provisions of these General Terms and Conditions.
f. The annulment or invalidity of any provision of these General Terms and Conditions does not affect the validity of the remaining provisions of these General Terms and Conditions. In the event of annulment or invalidity of any provision of these General Terms and Conditions, the provision that most closely corresponds to the invalid provision shall be deemed valid.
g. These General Terms and Conditions remain valid even after termination or dissolution of the whole or part of the agreement.
h. With the deposit of these General Terms and Conditions, all previous general terms of dooIT have ceased to apply.

2. Offers, estimates, quotations, provided data
a. All offers and quotations from dooIT are non-binding, unless otherwise agreed.
b. The mere issuance by dooIT of a price quote, estimate, pre-calculation, or similar communication, whether or not designated as an offer or quotation, does not obligate dooIT to enter into an agreement with the other party, but the offer or quotation only serves as an invitation to negotiate, unless the offer or quotation states otherwise.
c. If it is expressly stated in the offer or quotation that it constitutes an offer, this offer includes a period for acceptance of one month, unless the quotation or offer states otherwise.
d. The agreement is established as soon as the written acceptance by the other party of the offer has reached dooIT.
e. If reservations or changes are made in the acceptance with respect to the offer or quotation, the agreement shall only be established, contrary to what is stated in point d, if dooIT has informed the other party of its agreement to these deviations.
f. In the case of composite price quotations, there is no obligation to deliver a part at a corresponding portion of the total price quoted.
g. The prices in the quotations apply solely to the quantities indicated therein.
h. If the offer or quotation is to be understood as an invitation to enter into negotiations, an offer shall be understood as a proposal made by the other party to dooIT to enter into an agreement, which by acceptance immediately leads to the establishment of an agreement.
i. Acceptance by dooIT occurs if this has been done in writing, or if dooIT has already begun to execute the assignment.
j. Acceptance by dooIT of the offer by the other party also includes an explicit rejection of the General Terms and Conditions of the other party.
k. If an assignment is delayed, dooIT reserves the right to charge for the design, drawing, and calculation costs incurred, or a portion thereof, only when a thorough study of the project can be discussed and then calculated in consultation with the applicant based on usage and fairness.
l. All data regarding technical specifications, colors and color schemes, applications, prices, delivery times, and other information included in sales brochures, advertisements, catalogs, quotes, offers, price lists, and other descriptions provided by dooIT are merely indicative and therefore not binding for dooIT.
m. Offers and deliveries of non-standard software are based on data provided by the client and only relate to applications and specifications explicitly mentioned in writing by dooIT. Discussions regarding the operation and content of such software are documented in writing and signed by the client for approval.

In the absence of such documentation, the development of this non-standard software is at the client's risk. Changes to already approved reports will be charged extra based on post-calculation.
n. The development of non-standard software should be seen as a commitment to effort and not as a commitment to results. All development costs that could not be accounted for in the quote, arising from changes in the specifications of the other party during development or that may arise during the implementation of the developed software, will be fully charged to the other party.

3. Prices and price adjustments
a. All prices are in Euros. All prices are exclusive of value-added tax, packaging and shipping costs, assembly and installation costs, and/or other taxes, charges, or fees that apply to the goods as such, unless the quote or agreement states otherwise.
b. Changes to stated prices, without prior notice and even after the confirmation of the order has been sent, are expressly reserved. dooIT is at all times entitled to charge the client for any increases in wages, social (employer) charges and/or other labor conditions, as well as increases in other rates, rights, charges, levies, and taxes, as well as any changes in exchange rates that increase costs for dooIT, since the conclusion of the agreement and before the entire delivery has taken place. In the case of consumer purchases, the other party has the right to dissolve the agreement while being obliged to pay for the part of the order that has already been executed to dooIT.
c. In the event of a change in an order accepted by dooIT, which has been implemented at the request of the other party, dooIT is entitled to charge the other party for the additional costs caused by that change.
d. Unclear copy, sketches, drawings or models, extra labor-intensive text, defective information carriers or computer software or data files, defective methods of delivery of the goods to be supplied by the other party, which cause dooIT to incur more work and/or costs than could reasonably have been foreseen at the conclusion of the agreement, are grounds for an increase in the agreed price.

4. Changes and cancellations
a. Changes to the agreement and deviations from these General Terms and Conditions will only be effective if they have been agreed upon in writing between the other party and dooIT.
b. Any changes requested by the other party after placing an order must be communicated to dooIT in a timely manner and in writing. If they are provided verbally or by phone, the risk of implementing the change is the responsibility of the other party, unless these changes have been confirmed in writing by dooIT.
c. DooIT reserves the right to cancel orders in whole or in part in the event of such a change in circumstances that performance cannot reasonably be required of dooIT.
d. The other party has no right to compensation in the event of cancellation.
e. The other party is entitled to cancel an agreement before dooIT has begun the execution of the agreement, provided that the other party compensates dooIT for the damage incurred as a result. This damage includes the costs that dooIT has already incurred in preparation, including those for services called upon, as well as lost profits.

5. Delivery, execution of the order, acceptance, delivery time, risk, transport
a. An order or assignment binds the client.
b. Unless otherwise agreed, delivery takes place at the office of dooIT.
c. If, contrary to what is stated under point b, delivery at the location where the other party conducts its business has been agreed upon, dooIT has fulfilled its delivery obligation, and the goods are therefore considered delivered, if it offers the goods to the other party.
d. The other party is obliged to provide its full cooperation for the delivery of the goods to be supplied by dooIT under the agreement. The other party will also be in default without a notice of default being required if it refuses to accept the goods to be delivered or, if delivery has been agreed upon with dooIT, if it refuses to collect the goods to be delivered after the first request from dooIT.
e. If the other party refuses to accept the goods, the costs of return freight, storage, and other necessary costs will be borne by the other party. In such a case, dooIT will store the goods for a period of up to 30 days after the offer and inform the other party that it can collect the goods upon cash payment of the full amount due, increased by a penalty of 15% of the amount due, with the understanding that the penalty will be at least € 500. After this period, dooIT will be entitled to dispose of the goods at its discretion. Among other things, dooIT is entitled to sell the goods on behalf of the other party and deduct the proceeds from the outstanding invoices in the name of the other party. Nevertheless, the other party remains obliged to pay the (remaining) invoice amount related to that particular good, increased by costs and penalties, to dooIT (in full).
f. Execution of an assignment takes place within the normal, applicable time frame. If an assignment needs to be expedited, overtime and/or other potentially extra costs may be charged.
g. For installation work, drawings of the location of cables, pipes, and conduits must be made available to dooIT no later than one week before the start of the work.
h. If demonstration models delivered by dooIT are not returned within one month after being made available by the other party to dooIT, these demonstration models will no longer be accepted by dooIT, but will be invoiced at normal prices.
i. All delivery times or delivery dates used in the quotation, offer, or the resulting agreement provided by dooIT to the other party are only indicative and therefore non-binding unless the parties have expressly agreed in writing that the delivery time or delivery date is fatal.
j. An agreed delivery time for dooIT only starts after all information to be provided by the other party has been received by dooIT and, if any advance payment has been agreed upon, this advance payment has been received by dooIT.
k. In the event of late delivery by dooIT, the other party does not have the right to cancel the agreement or to delay or refuse payment, unless the late delivery is due to intent or gross negligence on the part of dooIT.
l. dooIT shall never be liable for any damage resulting from the late delivery by dooIT, or arising from other causes on the part of the other party or towards third parties, unless the late delivery is due to intent or gross negligence on the part of dooIT.
m. dooIT is entitled to deliver in parts and to invoice these separately.
n. The following circumstances suspend delivery:
- the failure or failure to timely comply by the other party with any payment obligation;
- all cases of force majeure as further described in article 10.
o. Shipping and transport of the goods to be delivered shall be at the expense and risk of the other party.

6. Retention of title and security provision
a. The ownership of the goods shall only transfer to the other party once it has fulfilled all its obligations arising from the agreement concluded with dooIT.
b. Without written consent from dooIT, the other party is not entitled to alienate, encumber, pledge, or otherwise transfer the goods to third parties in any form, as long as ownership has not passed to it. In case of violation of the aforementioned prohibition, the other party forfeits an immediately payable penalty of €10,000 for the benefit of dooIT, without prejudice to dooIT's right to claim compensation for the actual damages suffered.
c. As long as the retention of title is in effect, dooIT shall be entitled to unhindered access to the goods. The other party shall provide dooIT with all cooperation necessary to enable dooIT to exercise the retention of title as stated in sub a. by reclaiming the goods.
d. If third parties wish to establish or assert any rights to the goods delivered under retention of title, the other party is obliged to inform dooIT as soon as reasonably expected.
e. The other party undertakes, at the first request of dooIT, to pledge the claims that the other party obtains from its customers due to the processing of the goods delivered under retention of title to dooIT.
f. The other party is obliged to cooperate with all reasonable measures that dooIT wishes to take to protect its property rights regarding the goods and which do not unreasonably hinder the other party in the normal exercise of its business.
g. If dooIT has goods of the other party in its possession, it is entitled to retain those goods until all costs incurred by dooIT in executing orders from that same other party, regardless of whether these orders relate to the aforementioned or to other goods of the other party, have been fully paid by the other party, unless the other party has provided sufficient security for those costs. The right of retention also applies to dooIT in the event that the other party becomes bankrupt.
h. dooIT is entitled, before and during the execution of its agreement with the other party, to impose further payment conditions or to suspend the fulfillment of its obligations if it has good reason to fear that the other party will not or will not timely be able to meet its payment obligations to dooIT, until the other party has provided sufficient security for the fulfillment of its payment obligations within the set deadline upon request. If the other party fails to do so, dooIT has fulfilled its delivery obligation by offering the goods to the other party against simultaneous payment.

7. Payment, collection
a. All payments must be made without any deduction, discount, or set-off within 14 days after the invoice date to a bank account specified by dooIT or by means of cash payment to dooIT.
b. Payments made by the other party shall always first be applied to the settlement of all due interest and costs and secondly to the collectible invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
c. All complaints regarding an invoice must be submitted in writing and by registered mail within eight days of the invoice date, failing which the other party is deemed to have agreed to the invoice.
d. From the day following the day on which the payment term has expired, the other party owes interest on the (remaining) invoice amount, without the need for a formal notice of default, at a rate of 2% per month or part thereof, as well as all judicial and extrajudicial (collection) costs related to the collection, which last shall be determined at a minimum of 15% of the relevant amount with a minimum of € 500,--.
e. The provisions of the previous point do not deprive dooIT of the authority to suspend further performance of the agreement or to terminate it, insofar as it has not yet been performed, by means of a written declaration, without prejudice to its right to claim damages.
f. dooIT may at any time require the other party to pay the entire or a portion of the agreed price in advance.
g. dooIT may at any time require additional security from the other party.
8. Complaints, warranty, quality, deviations
a. dooIT guarantees the soundness of the goods and services provided by it in the sense that they meet the specifications provided by DooIT in this regard, with minor deviations being allowed. dooIT is never liable for printing, writing and/or calculation errors and/or ambiguities in sales brochures, advertisements, catalogs, quotes, offers, price lists and/or order confirmations, nor for the consequences thereof. In case of differing interpretations of sales brochures, advertisements, catalogs, quotes, offers, price lists and/or order confirmations, the interpretation of dooIT shall be binding.
b. The other party is at all times responsible for the accuracy and/or completeness of the supplied drawings, models, photographic images, data carriers, computer software and/or databases.
c. The other party is obliged to check the delivered goods upon receipt.
d. All complaints must be submitted in writing and by registered mail within 8 days after delivery or after the time at which the defect could reasonably have been detected, failing which the other party is deemed to have approved the delivered goods.
e. The other party shall provide all cooperation desired by dooIT for the investigation of the complaint, including by providing sample material and/or by allowing dooIT to conduct an investigation on-site and/or to have an investigation conducted into the quality and/or quantity of the delivered performance.
f. If DooIT deems there to be a defect in the delivered goods, it will have the choice to either re-deliver free of charge or grant the other party a discount on the quoted price to be determined in mutual consultation. In the former case, the other party will return the defective goods to DooIT at its request.
g. In the case of re-delivery, account will be taken of the benefit that the other party has had from the delivered goods, and a fair compensation will be owed to DooIT for that.
h. DooIT is never obliged to provide a warranty beyond that provided by the manufacturer of the delivered goods to DooIT.
i. Warranty is only granted on equipment that has been fully paid to DooIT.
j. In the case of repair, warranty is only granted on the replaced parts, to the extent that warranty has been provided by the manufacturer of the respective parts. No warranty is ever given on the repair itself.
k. If DooIT replaces parts, whether or not to fulfill its warranty obligation, the replaced parts become its property.
l. If DooIT replaces parts of equipment or software, whether or not to fulfill its warranty obligation, the replaced parts or the old version of the software become the property of DooIT.
m. The warranty expires if:
the user and maintenance instructions are not followed;
the other party has entrusted maintenance or repair, or installation or relocation to third parties, unless these third parties have been appointed by DooIT for this purpose;
damage to and/or defects in the construction of the equipment have arisen due to fault, intent, negligence and/or carelessness of the other party and/or third parties.
n. If software is used in combination with incorrect or defective hardware, or if hardware is used in combination with unsuitable software, the other party cannot make any claims for any warranty.
o. Regarding visibly observable defects such as scratches, dents, etc., no complaints are possible.
p. Claims of any kind do not suspend the payment obligation of the other party.

9. Liability
a. dooIT is only liable for damage suffered by the other party, which is the direct and sole result of intent or gross negligence on the part of dooIT, with the understanding that the liability of dooIT regarding the goods supplied by it to its other party is expressly limited to the fulfillment of its obligations. In all other cases, its liability is limited to a maximum of the invoice amount.
b. dooIT is not liable for damage in the form of loss of revenue or reduced goodwill in the business or profession of the other party.
c. If dooIT is held liable by a third party for any damage for which it is not liable under the agreement with the other party or these terms, the other party shall fully indemnify it and reimburse dooIT for everything it must pay to this third party.
d. dooIT commits to keeping the data, documents, drawings, and designs provided by the other party in good faith, but accepts no liability for loss due to fire, theft, or breakage, etc., unless covered by insurance.
e. dooIT accepts no liability for damage caused by the incorrect use or functioning of standard software.
f. Advice is provided by dooIT to the best of its knowledge and in good faith, but it accepts no liability for loss or damage, direct or indirect, arising from the content of the advice given by it.
g. In the event of late and/or incomplete delivery of data by the other party, dooIT accepts no liability for the timely and complete execution of the assignment, nor for the consequences thereof for the other party.
h. dooIT also accepts no liability for errors or deficiencies resulting from the provision of incorrect data by the other party.

10. Force Majeure (non-attributable shortcoming)
a. A shortcoming in the fulfillment of the agreement cannot be attributed to dooIT if it is not due to its fault, nor does it fall under the law, custom, or prevailing views in traffic.
b. In the event of force majeure (non-attributable shortcoming), both of a permanent and temporary nature, on the part of dooIT, the latter is entitled to suspend the agreement in whole or in part without the other party being able to claim performance and/or compensation. Force majeure (non-attributable shortcoming) includes, but is not limited to: war, threat of war, civil war, riot, disturbance, fire, water damage, flooding, strike, occupation of business, exclusion, import and export barriers, government measures, defects in machinery, disruptions in the supply of energy, everything both in its own business and with third parties from whom dooIT obtains necessary goods in whole or in part, and furthermore all other causes arising outside its fault or risk sphere as a result of which the performance of the agreement can no longer reasonably be demanded by the other party of dooIT.
c. During force majeure, the delivery and other obligations of dooIT are suspended. If the force majeure period lasts longer than 6 months, both parties are entitled to terminate the agreement without any obligation for compensation.
d. If dooIT has already performed in part, it is entitled to compensation for the costs of that performance, which it has incurred up to the moment of the occurrence of the force majeure.

11. Termination
a. Without prejudice to the rights further accruing to dooIT and as specified elsewhere in these General Terms and Conditions, dooIT may terminate an agreement by means of a written declaration without any notice of default being required, and all its claims shall be immediately due and payable in the event that the other party is in default with respect to any payment obligation, the other party applies for a suspension of payments or its bankruptcy is requested, the other party loses the free disposal of its assets and/or income in whole or in part, or if any part of its assets or property is seized, or if the other party sells or liquidates its business.
b. Upon termination, existing claims on both sides become immediately due and payable. The other party is liable for the damage suffered by dooIT.

12. Execution by third parties
dooIT is at all times entitled to outsource the order in whole or in part to third parties in order to fulfill its obligations under the agreement.

13. Intellectual property rights
a. The other party guarantees dooIT that by fulfilling the agreement and in particular by using or disclosing the items provided by the other party such as designs, sketches, drawings, models, calculations, data carriers, computer software, system and program descriptions, documentation and/or databases, no infringement is made on rights that third parties may assert under any national, supranational or international regulations in the field of copyright or industrial and intellectual property rights. The other party indemnifies dooIT both in and out of court for all claims that third parties may assert under the aforementioned law or regulation.
b. If reasonable doubt arises or remains regarding the accuracy of the rights claimed by third parties as referred to in the previous paragraph, dooIT is authorized but not obliged to suspend the performance of the agreement until it is irrevocably established in law that dooIT does not infringe these rights by fulfilling the agreement. Thereafter, dooIT will still execute the order within a reasonable period, insofar as this can reasonably be required of dooIT.
c. All rights of an industrial or intellectual nature, such as copyright and copyright, regarding the computer programs, system designs, methods, advice, etc. originating from dooIT or used and/or developed by dooIT, will be and remain explicitly and exclusively the property of dooIT, both during the execution of the assignment and thereafter, regardless of the contribution of the other party or engaged third parties in the creation of the computer programs, system designs, methods, advice, etc. The exercise of these rights, including the disclosure or transfer of data, is explicitly and exclusively reserved to dooIT both during and after the execution of the assignment.
d. The delivery of standard software only grants the right to non-exclusive use of the relevant software.
e. The delivery of non-standard software only grants the right to non-exclusive use of the software developed by dooIT in the context of the agreement.
f. The other party shall return all sketches, drawings, models, information carriers, computer software and/or data files, whether approved or rejected, within two months after delivery to dooIT and is not entitled to make any reproduction in any form of these items or parts thereof without written permission from dooIT. Returns are made at the expense and risk of the other party.
g. The information carriers not provided by the other party remain the property of dooIT, even if they have been invoiced and paid for by the other party; the same applies to the equipment and the associated parts used for the information carriers.
h. In the event of loss or damage to the sketches, drawings, models, information carriers, computer software and/or data files that are in the possession of the other party and/or third parties, the other party is obliged to compensate dooIT for the resulting damage.

14. Applicable law and disputes
a. Dutch law exclusively applies to all legal relationships to which these General Terms and Conditions apply and to all agreements that are a consequence thereof.
b. All disputes between dooIT and the other party, including those which are only considered as such by one party, will be settled by the competent court in the district or the jurisdiction where dooIT is located.