Terms and Conditions

1. Definitions

“Authority”: the independent and public data protection authority established by a Member State pursuant to Article 51 of the GDPR.

“Controller”: the entity that determines the purposes and means of the processing of Personal Data.

“Customer”: the counterparty with whom Infotheek enters into agreements and/or assignments.

“Data Breach”: a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

“Data Subject”: the individual to whom the Personal Data relate.

“Direct Damage”: material damage that is directly caused by the acts or omissions of Infotheek, including the reasonable and demonstrable costs incurred by the Customer to prevent or limit such damage. Any liability of Infotheek for indirect damage is expressly excluded, including but not limited to consequential damage, reputational damage, and loss of business opportunities and customers.

“Direct Delivery”: the situation in which the Customer sells or resells the goods to third parties and requests Infotheek to deliver the goods directly to a third party on behalf of the Customer.

“Infotheek”: Infotheek, the trade name of FLEX IT B.V., registered with the Dutch Chamber of Commerce under number 70449740 and having its registered office at Zaalbergweg 9, 2314 XS Leiden, the Netherlands, and/or its affiliated subsidiaries and/or group companies as defined in Book 2, Articles 24a through 24b of the Dutch Civil Code.

“General Terms and Conditions”: these general terms and conditions of Infotheek.

“GDPR”: the General Data Protection Regulation, formally Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Licence”: an explicit written licence granted by Infotheek to the Customer.

“Personal Data”: any information relating to an identified or identifiable natural person (“Data Subject”).

“Processing”: any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data.

“Processor”: the entity that processes Personal Data on behalf of the Controller.

“Sub-processor”: any entity engaged by the Processor that processes Personal Data.

“Receivables”: unpaid debts of the Customer relating to delivered or used products or services.

“RMA”: Return Material Authorization (authorisation for returned materials).

“Third Party”: a natural or legal person, public authority, agency or body other than the Data Subject, Controller, Processor and persons who, under the direct authority of the Controller or Processor, are authorised to process Personal Data.

“In Writing”: in writing or by email.

2. Applicability

2.1

These Terms and Conditions apply to every offer, sale and rental of goods (both tangible and intangible), services and deliveries, as well as to purchases of goods made by Infotheek for third parties, and to all activities performed for the benefit of the Customer, as well as to all agreements, in the broadest sense of the term, entered into by Infotheek with third parties, to the express exclusion of any general terms and conditions of the Customer.

2.2

These Terms and Conditions apply both within and outside the Netherlands, regardless of the place of residence or establishment of the parties to any agreement and regardless of the place where the agreement is concluded or is to be performed.

2.3

These Terms and Conditions may also be invoked by the directors, employees, agents and subcontractors of Infotheek. These Terms and Conditions also apply to non-contractual claims.

2.4

Infotheek reserves the right to amend these Terms and Conditions and to declare the amended Terms and Conditions applicable to the existing relationship between the Parties. The Customer shall be notified in writing of the introduction of the new Terms and Conditions and their effective date.

3. Offers, Orders and Agreements

3.1

Infotheek provides all offers, quotations and cost estimates with due care and to the best of its knowledge. However, errors and/or omissions cannot always be excluded and are not binding on Infotheek, nor can Infotheek be held liable for such errors and/or omissions. Upon discovery of any errors and/or omissions by Infotheek, the Customer shall inform Infotheek thereof as soon as reasonably practicable.

3.2

Unless expressly agreed otherwise, all offers and quotations are exclusive of VAT and freight costs.

3.3

Unless expressly agreed otherwise in writing, all offers and/or orders of the Customer are deemed final. Orders and/or agreements and/or any amendments thereto shall become binding on Infotheek only after written confirmation by Infotheek.

3.4

Only the directors and/or expressly authorised representatives are authorised to validly enter into agreements on behalf of Infotheek. Infotheek is therefore not bound by agreements signed on its behalf by unauthorised personnel. This does not affect the authority of Infotheek’s sales team to issue quotations and/or order confirmations in the ordinary course of business, insofar as these Terms and Conditions remain applicable thereto.

3.5

Infotheek has the right to sell, assign, encumber and/or subcontract all of its rights and obligations arising from the agreement(s) with the Customer.

3.6

The Customer is only entitled to sell, assign, encumber and/or subcontract its rights and obligations arising from the agreement(s) with Infotheek after prior written approval from Infotheek, which approval shall not be unreasonably withheld. Infotheek’s approval of such a request shall, among other things but not limited thereto, depend on the creditworthiness and business reputation of the acquiring party.

4. Invoices and Payment Terms

4.1

Infotheek shall issue a separate invoice to the Customer for each order. In the event of partial deliveries, Infotheek is also entitled to issue partial invoices. Unless otherwise agreed, the invoice shall in any event specify the goods, the price in euros and the payment term. Unless otherwise agreed between the parties, the standard payment term is fourteen (14) days.

4.2

If Infotheek’s invoices are not paid within the applicable payment term, the Customer shall be in default by operation of law, without any further notice of default being required. From the moment the invoices become overdue, Infotheek shall charge the Customer statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code. If the invoices remain unpaid, Infotheek reserves the right, from the moment the Customer is in default, to claim reasonable extrajudicial collection costs and damages, calculated in accordance with the Extrajudicial Collection Costs Scale pursuant to the Decree on Compensation for Extrajudicial Collection Costs, effective as of 1 July 2012.

4.3

As long as the Customer is in default with respect to its payment obligations or any other obligations as set out in these Terms and Conditions and/or any other agreement between the parties, Infotheek has the right to suspend its delivery and/or transportation obligations until the Customer has fully fulfilled its obligations.

4.4

Unless the Customer expressly specifies otherwise, any payments received from the Customer shall always be applied to the oldest outstanding payable claim.

4.5

If the Customer is in default with respect to the payment of any claim, all other claims against the Customer may be declared immediately due and payable.

4.6

Retention of title: title to the goods shall pass to the Customer only after Infotheek’s invoice for the relevant order has been paid in full, including interest and costs.

4.6.1

Delivered equipment and materials shall remain the property of Infotheek if the Customer:

• is declared bankrupt, applies for or is granted a suspension of payments, renounces an inheritance, is subject to attachment of all or part of its assets, or dies or is placed under guardianship;
• intends or decides to relocate all or part of its activities abroad, one of its partners resigns, the articles of association or regulations of the Customer are amended, or there is a change in its shareholding, insofar as such circumstances, in the opinion of Infotheek, result in a significant increase in risk;
• prior to entering into the agreement, has failed to inform Infotheek of facts or circumstances which, in the opinion of Infotheek, are of such importance that, had Infotheek been aware of them, it would not have entered into the agreement or would not have entered into it on the same terms;
• fails to comply with any obligation under these Terms and Conditions;
• fails to pay an invoice amount or any part thereof within the applicable payment term; in the event that any of the above circumstances occurs, Infotheek is entitled, by the mere occurrence thereof, to wholly or partially terminate the agreement without prior notice of default or judicial intervention and to reclaim the unpaid portion of the delivered equipment or materials.
• Cancellation and repossession. Circumstances as described in this Article 4.4.1 do not affect Infotheek’s right to compensation for losses, interest and/or damages. In such cases, any claim of Infotheek against the Customer shall become immediately due and payable in full.

4.6.2

This shall not, however, prejudice the Customer’s right to resell the goods to end users in the ordinary course of business. The Customer is not permitted to create or cause to be created any pledge or other security interest over the goods, nor may the goods serve as security for any claim of a third party. In the event of resale of goods that have not yet been paid for in full, the Customer is obliged to stipulate the same retention of title as set out in these Terms and Conditions and to notify Infotheek in writing of the resale within five days after the date of sale, stating the location of the equipment.

4.6.3

Infotheek is at all times entitled, on the basis of these Terms and Conditions, to remove or have removed the delivered goods from the Customer or from any party holding them on the Customer’s behalf if the Customer fails to fulfil its obligations. To this end, the Customer shall, upon first request, provide all necessary cooperation, failing which the Customer shall forfeit a penalty of EUR 5,000 (five thousand euros) per day for each day that the default continues.

4.6.4

Furthermore, as security for the proper payment of all claims of Infotheek, on whatever grounds, Infotheek shall, upon the creation of the claim, obtain a non-possessory pledge over all goods in which the goods delivered by Infotheek have been incorporated or of which they form part. For as long as any of Infotheek’s claims remain unpaid, Infotheek shall also obtain a non-possessory pledge over all claims that the Customer may assert against any third party in connection with goods delivered by Infotheek. Upon first request, the Customer is obliged to provide Infotheek with all relevant information and documentation in this respect, failing which the Customer shall forfeit a penalty of EUR 2,500 (two thousand five hundred euros) per day for each day that the default continues. The order signed by the Customer and the subsequent written acceptance by Infotheek shall qualify as a private deed within the meaning of the law.

4.6.5

For Customers in Germany, the extended retention of title as set out in Annex 3 shall apply.

4.7

If the Customer’s credit history so warrants, Infotheek has the right, at its sole discretion, to require advance payment for orders or additional security for the Customer’s payment obligations.

4.8

Infotheek is authorised to set off all amounts owed by the Customer or its affiliated companies.

4.9

The Customer shall not set off any amounts against invoices due. Any claims of the Customer must be submitted to Infotheek in writing. If Infotheek, at its sole discretion, approves the submitted claim, it shall issue a credit note to the Customer within fourteen (14) days.

4.10

Any invoices issued by the Customer to Infotheek (for example pursuant to discount arrangements, agreed discounts, sale or resale of goods, transport assignments, services rendered and the like) must be submitted to Infotheek no later than six (6) months after the date on which they arise or are delivered. After expiry of this period, Infotheek will no longer accept the invoice and the Customer’s right to payment shall lapse.

5. Transport and Delivery

5.1

Unless expressly agreed otherwise, Infotheek shall determine the method of transport and packaging.

5.2

Infotheek does not deliver goods to residential addresses. It is the Customer’s responsibility to ensure that Infotheek is provided with the address of the Customer’s business premises and/or those of its end customer(s).

5.3

The Customer must collect and/or take delivery of the goods at the agreed time and place of delivery and ensure proper accessibility of the location where the goods are to be delivered. If the Customer fails to do so, the Customer shall bear the additional costs of a new delivery and the storage costs.

5.4

The risk in the goods shall pass to the Customer at the moment of delivery. A delivery note issued by the carrier shall constitute proof of delivery.

5.5

The Customer shall inspect the goods at the time of delivery and notify the carrier accordingly, meaning that any damage to the goods must be explicitly and in detail stated on the delivery note.

5.6

The provisions of this Article 5 shall also apply to Direct Deliveries.

6. Product Classification, Warranties and Returns

6.1

The classification of the delivered products is stated on the quotation and/or invoice. An overview of all product classifications and the corresponding warranties and warranty periods offered by Infotheek can be viewed via the following link: https://infotheek.com/our-grading/ .

6.2

The goods shall be deemed to have been delivered in good condition and to comply with the applicable standards according to the relevant product classification, unless the Customer notifies Infotheek without delay, and in any event within five (5) days after delivery, of any (transport) damage by submitting an RMA request, accompanied by a signed delivery note stating the damage upon arrival.

6.3

The Customer shall be entitled either to the manufacturer’s warranty or to the warranty under Infotheek’s Terms and Conditions as indicated via the following link:
https://infotheek.com/our-grading/
and as further set out in this Article 6 and Annex 1 to these Terms and Conditions. In the event of a product defect that falls within Infotheek’s warranty, the Customer must submit an RMA request within the applicable warranty period of Infotheek. Unless otherwise agreed in writing, all claims relating to goods covered by a manufacturer’s warranty must be submitted directly to the manufacturer and not to Infotheek.

6.4

By way of derogation from the preceding Article 6.3, any manufacturer’s defect or “dead-on-arrival” defect of new products must be reported to Infotheek within thirty (30) days after delivery, accompanied by written approval from the manufacturer.

6.5

If the Customer wishes to return goods on other grounds, the conditions for restocking as set out in Annex 2 shall apply. Notwithstanding the foregoing, RMA requests based on this Article 6.5 must be submitted by the Customer no later than five (5) business days after delivery, after which the products can no longer be returned and/or refunded.

6.6

The Customer’s RMA request shall in any event include the following information and/or documents:

• Order number;
• Serial number;
• If already issued, a copy of the corresponding invoice;
• Photos;
• Collection address;
• Reason for return;
• In the event of a return due to (transport) damage, a signed delivery note stating the damage upon arrival (as referred to in Article 6.2); and
• In the event of a dead-on-arrival (DoA) defect of new products, approval from the manufacturer.
  This completes the RMA information list cleanly and consistently.

6.7

If the RMA formalities have been complied with and are correct and complete, Infotheek will provide the Customer with a return label that the Customer may use to return the goods at Infotheek’s expense. As a standard service under the RMA, Infotheek will send replacement products of the same or equivalent specifications as the products involved in the RMA, with Infotheek reserving the right, at its sole discretion, to deviate from or cancel this standard service. The replacement products will be confirmed by a new order, which shall be subject to these Terms and Conditions and for which, in accordance with the Terms and Conditions, a new invoice will be issued to the Customer. However, neither the provision of the return label nor the shipment of replacement products shall in any event be considered an acknowledgement of the validity of the underlying claim, as the returned goods and the claim itself will only be examined by Infotheek after receipt of the returned products.

6.8

The Customer shall ensure that all private data or security locks (such as passwords or iCloud) are removed from the returned products. Infotheek does not accept returned products containing private data or security locks and will return the product to the Customer and charge the Customer all transport and inspection costs.

6.9

After receipt of the returned goods, Infotheek shall, if Article 6.8 does not apply, investigate the underlying claim of the RMA request. If, in the sole discretion of Infotheek, the claim is found to be valid, Infotheek shall, at its discretion, provide the Customer with (i) the repaired product(s); or (ii) if not yet provided, a replacement product equal to or equivalent to the specifications in the purchase order; or (iii) a credit note, within ten (10) business days after Infotheek’s receipt of the returned goods; or (iv) a credit note equal to the total invoice amount as issued under Article 7, within ten (10) business days after Infotheek’s receipt of the returned goods.

6.10

If Infotheek decides to issue a credit note as referred to under option (iii) in Article 9, and Infotheek’s extended warranty period as referred to in Annex 1 applies, the total credit amount shall be subject to a deduction of one third (1/3) of the product order value for validly submitted RMAs during the second warranty year, or a deduction of two thirds (2/3) of the product order value for validly submitted RMAs during the third warranty year.

6.11

If the claim is, in the sole discretion of Infotheek, found to be invalid (including, but not limited to, cases where the product is not defective, the defect does not fall under the warranty conditions, or the claimed non-conformity with the agreed standards does not apply), Infotheek shall, at the Customer’s request, return the returned products to the Customer. The Customer must submit such a request no later than five (5) business days after Infotheek has declared the claim invalid. The Customer shall bear all transport and inspection costs. For the avoidance of doubt, if the Customer does not wish to have the products returned pursuant to this Article 6.11, or if the Customer has not submitted the return request within the aforementioned period, the returned products shall be subject to the restocking conditions as set out in Annex 2.

7. Liability of Infotheek

7.1

Apart from its delivery and warranty obligations, Infotheek shall not be liable to the Customer, except in cases of gross negligence, in which event Infotheek’s liability for the Customer’s direct damage per event or series of related events with the same or similar cause, regardless of the legal basis of such claim(s), shall be limited to the amount of the relevant invoice, but shall in no event exceed an amount of EUR 25,000.

7.2

The Customer’s right to claim damages shall lapse one (1) year after the respective delivery and/or performance of the agreement by Infotheek.

7.3

Infotheek can only be liable for Direct Damage.

7.4

In no event shall Infotheek be liable for any damage suffered by third parties. The Customer hereby indemnifies Infotheek, its affiliated companies and their respective directors, representatives, agents, employees and subcontractors against all claims by third parties (whether addressed to the Customer or to Infotheek) in connection with the performance of the agreement by Infotheek or the goods delivered.

7.5

In the event of force majeure, Infotheek may, at its sole discretion, suspend and/or cancel its obligations towards the Customer, without incurring any liability. In the event of cancellation due to force majeure on the part of Infotheek, Infotheek shall refund any amounts paid in advance to the Customer.

A force majeure situation includes, for example (but is not limited to), force majeure, war, risk of war, terrorist attacks, riots, civil unrest, a natural disaster certified by an independent authority, or an epidemic or pandemic recognised by public authorities; delays in the delivery of materials or shipment of a finished product; illness of such a number of employees that compliance cannot reasonably be expected; strikes, labour disputes, lockouts or similar actions within or against Infotheek, its suppliers or non-employees; other problems in production or delivery by Infotheek or its suppliers and/or problems with transport by Infotheek or third parties, such as, but not limited to, operational disruptions, delayed deliveries or shipments by Infotheek’s suppliers (including group suppliers), insufficient energy supplies or materials, and traffic disruptions of such a nature that the events could not reasonably have been foreseen, as well as strikes, legal blockades, seizures or arrests, government orders, acts of government (including decisions to close businesses and shops and to restrict opening hours, partially or generally, in order to combat epidemics or pandemics), failure of deliveries to arrive or inability to obtain materials, and all cases of force majeure; damage to production as a result of fire, storm or another extreme unforeseen cause, full or partial destruction of Infotheek’s buildings certified by an independent third party; and any action taken by a national or international authority.

8. Cancellation, Suspension and Termination

8.1

Infotheek has the right, at its sole discretion, to immediately cancel, suspend or terminate its obligations under the order(s) and/or agreement(s) without being liable to the Customer, if:

(a) despite having been given notice of default by Infotheek, the Customer remains in default in complying with any of its obligations towards Infotheek, whether or not related to the relevant order(s) and/or agreement(s);

(b) the Customer has been declared bankrupt or has applied for a suspension of payments;

(c) in the opinion of Infotheek, the Customer has undergone a material adverse change;

(d) the Customer has undergone a change in its direct or indirect ownership or control within the meaning of the SER Merger Code 2015;

(e) the Customer has breached any of its representations or warranties, and/or has made false statements, and/or has acted fraudulently and/or with gross negligence, and/or has otherwise been associated with misconduct in such a manner that further dealings with the Customer could result in a breach of Infotheek’s statutory obligations or damage to Infotheek’s reputation.

8.2

If Infotheek exercises its right of cancellation, suspension or termination pursuant to paragraph 8.1, all invoices due to Infotheek shall become immediately due and payable.

8.3

If Infotheek cancels, suspends and/or terminates any order(s) and/or agreement(s) as a result of circumstances as described in Article 8.1(a) or 8.1(e), the Customer shall be fully liable for the damage suffered by Infotheek.

8.4

Unless otherwise agreed in writing, in cases other than those described in Article 8.1, Infotheek has the right to terminate any agreement(s) with thirty (30) days’ prior written notice, without being liable to the Customer.

8.5

In all agreements entered into with the Customer, the applicable minimum term shall be stated. If no such term is included, the agreement shall be deemed to have been entered into for a period of one (1) year (excluding individual orders). The Customer has the right to terminate the agreement by notifying Infotheek in writing at least sixty (60) days prior to the end date. If the Customer has not terminated the agreement in accordance with this paragraph, the agreement shall be automatically renewed for the same period as the original term. For the avoidance of doubt, if the Customer terminates the agreement, Infotheek shall not owe any compensation in this respect.

8.6

The Customer’s right to cancellation, suspension, withdrawal or nullification is expressly excluded to the extent permitted by law.

9. Intellectual Property

9.1

All intellectual property rights and related rights (including know-how) owned by or licensed to Infotheek, including but not limited to trademarks, copyrights (for example in software), designs and image rights, are and shall remain the exclusive property of Infotheek. The Customer is not entitled to use such intellectual property rights and/or related rights in any manner whatsoever, unless Infotheek has granted a Licence to the Customer.

9.2

All intellectual property rights granted in writing by Infotheek to the Customer shall remain the exclusive property of Infotheek and/or its suppliers (where applicable). Unless otherwise agreed in writing, the Licences granted to the Customer are non-exclusive, non-transferable and non-pledgeable, and may not be sublicensed.

9.3

Infotheek sources its new retail products designated by the brand owner for use and/or sale within the European Economic Area (“EEA”) exclusively within the EEA.

9.4

Infotheek does not guarantee that the original manufacturer of the software will continue to produce and/or make the original software available for the purchased hardware. Infotheek shall not be liable for any claims by third parties relating to (intellectual) property rights and/or infringements and/or for any discontinued production.

9.5

The Customer acknowledges and agrees that the products may contain intellectual property rights of third parties, whether or not such intellectual property rights are licensed (including by way of sublicence) to Infotheek. The Customer warrants that it shall respect the intellectual property rights of Infotheek, its suppliers and any third parties. This means, inter alia, that the Customer shall not grant, transfer and/or (sub)license any of its user rights (Licences, if applicable) to third parties and shall not infringe Regulation (EU) No 207/2009 and Directive 2008/95/EC on trade marks, as amended or replaced from time to time, and/or any other national and/or international laws and/or contractual obligations under agreements with Infotheek and/or its affiliated companies relating to such intellectual property rights and related rights. The Customer shall indemnify Infotheek and/or its suppliers against any claims arising from the Customer’s infringement of intellectual property rights in connection with the use of the products and/or related rights as granted by Infotheek.

9.6

The Customer acknowledges and agrees that, for the purpose of compliance with this Article, Infotheek may share sales information (such as transaction date, Customer details and hardware serial numbers) relating to the order(s) placed by the Customer with its suppliers. To the extent that such sales information contains personal data, the disclosure of such personal data shall be handled in accordance with Article 10 of these Terms and Conditions.

10. Data Protection

10.1

In the performance of the agreement, Infotheek may process Personal Data of Data Subjects in its capacity as Processor or as Controller. Infotheek may process Personal Data of the Customer or Third Parties for the purpose of entering into and performing agreements, including, inter alia, processing orders, arranging shipments, licensing software, collection, administration, customer satisfaction surveys, marketing, or any other purpose agreed between the Parties.

10.2

Both Infotheek and the Customer shall comply with and have their own responsibilities under the applicable data protection laws (the GDPR and applicable national laws and regulations). The rights and obligations of the parties with regard to the processing of Personal Data shall be interpreted and construed in accordance with such data protection legislation.

10.3

If, in the context of the agreement, Infotheek receives Personal Data of the Customer, not being Personal Data of Third Parties, Infotheek shall be designated as the Controller for such Personal Data. This may include, for example, Personal Data of an employee or director of the Customer.

10.4

For the purpose of delivering the ordered goods, Infotheek may process Personal Data of Third Parties, being clients/customers of the Customer, received from and/or on behalf of the Customer. In such case, Infotheek shall be designated as the Processor and the Customer as the Controller of the Personal Data, and the following provisions (also referred to as the “privacy policy”) shall apply:

10.4.1

The processing of Personal Data by Infotheek shall be carried out in accordance with the written instructions provided by the Customer. The Customer shall only provide categories of Personal Data to Infotheek insofar as this is strictly necessary for the purpose and shall ensure that such disclosure is in accordance with applicable data protection legislation.

10.4.2

Infotheek shall take technical and organisational measures, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. These measures are aimed at preventing unnecessary collection, disclosure and further processing of Personal Data. Infotheek shall adjust the technical and organisational measures from time to time where necessary for these purposes.

10.4.3

Infotheek is only authorised to process Personal Data outside the European Economic Area (“EEA”) if all legal requirements in this regard have been complied with.

10.4.4

Infotheek shall ensure that only its employees have access to the data insofar as reasonably necessary for the purpose. Such employees are bound by written confidentiality obligations.

10.4.5

Infotheek shall not share Personal Data with Third Parties, unless it is required to do so pursuant to mandatory rules, a binding decision of a governmental authority, or an order of a competent court.

10.4.6

In the event of a Data Breach, Infotheek shall inform the Customer within 48 hours after becoming aware thereof. Infotheek shall take all reasonable measures, at reasonable cost, to minimise the impact of the Data Breach. All reasonable costs shall be shared equally between the parties, taking into account their respective contribution to the cause of the Data Breach. The Customer shall be solely responsible for notifying the Authority and the Data Subjects. At the Customer’s request, Infotheek shall provide reasonable assistance with respect to the monitoring and notification of the Data Breach.

10.4.7

The Customer hereby authorises Infotheek to engage Sub-processors in the processing of Personal Data, in compliance with applicable data protection legislation. Upon request, Infotheek shall inform the Customer of the Sub-processors engaged. The Customer has the right to object to any Sub-processor proposed or engaged by Infotheek. If the Customer objects to third parties engaged by Infotheek, the Parties shall consult with each other in order to reach a reasonable solution.

10.4.8

Infotheek shall in any event ensure that such Sub-processors accept in writing the same obligations as agreed herein with respect to the processing of Personal Data, including, inter alia, obligations relating to security measures. Infotheek is and shall remain responsible for the data processing vis-à-vis the Customer.

10.4.9

If Infotheek receives a request or objection from a Data Subject pursuant to Articles 15 to 21 of the GDPR, Infotheek shall immediately forward such request to the Customer, who shall be responsible for providing the response. Infotheek shall assist the Customer in fulfilling its obligations in this respect.

10.4.10

The Customer has the right to request and receive information regarding the processing of Personal Data by Infotheek, insofar as reasonably necessary for monitoring and compliance purposes and to enable audits to be carried out by an independent EDP auditor. The costs of such an audit shall be borne by the Customer. Infotheek shall also provide reasonable assistance to the Customer in carrying out data protection impact assessments.

10.4.11

Each party shall be liable for its own Processing activities, unless otherwise agreed.

10.4.12

Infotheek’s liability for loss suffered by the Customer is limited to intent, gross negligence and/or wilful misconduct on the part of Infotheek. In any event, Infotheek’s liability is limited to compensation for Direct Damage and to a maximum amount equal to the respective invoice relating to the order, but shall in no case exceed an amount of EUR 25,000 (twenty-five thousand euros) per event, whereby a series of consecutive events shall be deemed to constitute a single event.

10.4.13

Infotheek shall expressly not be liable for any damage suffered by the Customer as a result of the imposition of a fine by (any of) the Authorities. This shall not apply if the fine (or part thereof) has been imposed on the Customer in connection with intent, gross negligence or wilful misconduct on the part of Infotheek in the performance of its obligations under this document, which can be attributed solely and exclusively to Infotheek, for that part, and provided that the Customer has done everything reasonably within its power to prevent or mitigate the fine.

10.4.14

Unless performance by Infotheek is permanently impossible, and subject to the limitations set out herein, Infotheek shall only be liable in connection with the performance of its obligations under this document if the Customer promptly gives Infotheek written notice of default and grants Infotheek a reasonable period to remedy the breach, and Infotheek culpably continues to fail to perform its obligations even after such period has expired. The notice of default must describe the breach as fully and in as much detail as possible in order to enable Infotheek to respond adequately. Any liability of Infotheek for damage or claims caused by circumstances beyond Infotheek’s reasonable control is expressly excluded.

10.4.15

Any claim for damages by the Customer against Infotheek that is not specified and expressly stated shall lapse solely by the passage of twelve (12) months after the claim has arisen. The Customer shall indemnify Infotheek against any damage or claims caused by or attributable to the Customer, including claims by Data Subjects. This indemnification includes fines imposed on Infotheek by an Authority that are based on non-compliance with data protection laws caused by or attributable to the Customer (at least for that part).

10.4.16

Infotheek shall process the Personal Data for as long as necessary for the purposes stated above, or longer in order to comply with its statutory obligations, such as (statutory) retention periods (and for the duration thereof). After termination of the Agreement, or after expiry of an applicable retention period, Infotheek shall promptly destroy the Personal Data it has received from the Customer (including any copies thereof).

10.5

In the event that the Customer receives Personal Data from Infotheek, for example relating to its directors or employees, the Customer shall comply with all applicable data protection legislation and, where necessary, the parties shall enter into further agreements.

11. Taxes and Levies

11.1

Infotheek may charge, and the Customer shall pay, all applicable national or local sales or use taxes or VAT that Infotheek is legally required to charge. The Customer shall provide Infotheek with all forms, documents or certifications required by Infotheek to comply with its reporting or withholding tax obligations.

11.2

Unless otherwise agreed, the Customer shall be responsible for all applicable import duties and/or customs duties or similar charges.

11.3

The Customer hereby acknowledges and agrees that, in cases where the Customer wishes to have the products delivered in a Member State of the European Union other than the Member State in which the Customer is VAT-registered, Infotheek (as party “A”) shall invoice the Customer (as party “B”) in accordance with a simplified A–B–C triangulation transaction, in accordance with Article 141(1) of Directive 2006/112/EC on VAT.

12. Confidentiality and Non-Solicitation

12.1

The Customer shall ensure that all confidential information provided by Infotheek (such as financial information, business development plans and inventory data) remains confidential. Without Infotheek’s prior written consent, the Customer shall not disclose such confidential information to third parties. If the Customer is required to disclose Infotheek’s confidential information by law, court order or a governmental authority, the Customer shall immediately inform Infotheek of such obligation. The confidentiality obligation shall also apply to the Customer’s employees and/or subcontractors.

12.2

During the term of the agreement and/or the business relationship between Infotheek and the Customer, and for a period of one year thereafter, the Customer shall not, without Infotheek’s prior written consent, employ, engage, contract with or otherwise enter into a business relationship with any personnel, employees or contractors of Infotheek, whether directly or indirectly through third parties.

12.3

The Customer acknowledges that monetary damages may not be an adequate remedy for a breach of this Article and that Infotheek is entitled to equitable relief, including but not limited to injunctive relief and specific performance, as a remedy for such breach. This shall not prejudice Infotheek’s right to claim full compensation for damages.

13. Severability

13.1

If Infotheek fails or delays in enforcing any of the Customer’s obligations, or any existing right or remedy, this shall not constitute a waiver of such obligation, right or remedy.

13.2

If any provision of these Terms and Conditions or of an agreement between the parties is contrary to law, this shall not affect the other provisions. The parties shall replace the invalid provisions with provisions that most closely reflect the originally intended purpose.

14. Governing Law and Disputes

14.1

The relationship between Infotheek and the Customer shall be governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms and Conditions or to any agreement entered into between Infotheek and the Customer.

14.2

All disputes shall be submitted to the exclusive jurisdiction of the competent court in The Hague, the Netherlands.

Annex 1 – Warranty Conditions

A. This Annex specifies the warranty conditions, i.e. the warranty coverage for defects in the product.

B. For goods to which a manufacturer’s warranty applies, the terms of such manufacturer’s warranty shall apply within the specified warranty period as set out in the overview of all product classifications and the corresponding warranty periods, which can be viewed via the following link: https://infotheek.com/our-grading/.

C. The manufacturer shall, at its sole discretion, determine whether the conditions of the manufacturer’s warranty have been met, and Infotheek shall not be responsible or liable for goods and claims falling under the manufacturer’s warranty, including but not limited to claims made against the manufacturer.

D. For goods covered by an Infotheek warranty, as set out in the overview of all product classifications and the corresponding warranty periods, which can be viewed via the following link: https://infotheek.com/our-grading/, the coverage conditions below shall apply during the specified warranty period. The Customer may extend the Infotheek warranty period by up to two (2) years against payment, and the offering of such an extension is at Infotheek’s sole discretion. The extension shall automatically commence on the first calendar day after the expiry of the standard warranty period as set out in the above link and, together with the standard warranty period, shall in no event exceed a maximum of three (3) years.

Covered

• Product fault/defect other than those excluded below.

Not covered

• Improper use or insufficient preparation of the location where the goods are to be installed;
• Modifications or inadequate system maintenance (unless performed by or with the approval of Infotheek);
• Defects and/or other limitations caused by products other than those of Infotheek that affect the functioning of the systems for which Infotheek provides support or services;
• Data loss or system downtime;
• Malicious software (virus, worm, etc.) not originating from Infotheek or against which the Customer has not taken the reasonably expected protective measures, for example in the form of up-to-date virus protection and firewall software;
• Misuse, negligence, accidents, fire, water or dust damage, power failures, transport by the Customer, or other causes beyond Infotheek’s control;
• Batteries and software.

Annex 2 – Restocking Conditions

A. This Annex specifies the conditions for restocking returned products pursuant to Article 6.5 of these Terms and Conditions, i.e. in cases where the RMA is not based on non-conformity with the purchase order, product defects or (transport) damage, but (for example) on changed business circumstances or an error by the Customer.

B. Infotheek reserves the right, at its sole discretion, to refuse RMAs under this Article (including, but not limited to, in the event of successive orders placed in close succession, excessive RMA value, abuse or the like).

C. The standard restocking fee amounts to 5% of the order value, with a minimum of EUR 100.00 (one hundred euros) (or the equivalent amount in local currency), excluding transport costs which shall be borne by the Customer, provided that the goods are returned in their original, unopened packaging. The Customer is responsible for returning the goods to Infotheek’s warehouse at Zaalbergweg 9, 2314 XS Leiden, the Netherlands.

D. If the goods are returned in opened but undamaged boxes and in complete condition (i.e. including all packaging, manuals, accessories, etc.), the restocking fee shall amount to 20% of the value of the returned products, with a minimum of EUR 100.00 (one hundred euros) (or the equivalent in local currency), excluding transport costs which shall be borne by the Customer. The Customer is responsible for returning the goods to Infotheek’s warehouse at Zaalbergweg 9, 2314 XS Leiden, the Netherlands.

E. Goods may not be returned under this Article if the products, accessories, manuals and/or packaging are damaged, missing or incomplete.

F. Activated software or software in an opened box may not be returned.

Annex 3- Verlängerter und erweiterter Eigentumsvorbehalt Deutschland

1. Einfacher Eigentumsvorbehalt

(Kontokorrent-/Saldoklausel (Geschäftsverbindungsklausel))

Der Infotheek behält sich das Eigentum an der Ware vor, bis sämtliche Forderungen des Infotheek gegen den Kunde aus der Geschäftsverbindung einschließlich der künftig entstehenden Forderungen auch aus gleichzeitig oder später abgeschlossenen Verträgen beglichen sind. Das gilt auch dann, wenn einzelne oder sämtliche Forderungen des Infotheek in eine laufende Rechnung aufgenommen wurden und der Saldo gezogen und anerkannt ist.

2. Verlängerter Eigentumsvorbehalt bei Weiterverkauf mit Vorausabtretungsklausel

Der Kunde ist zur Weiterveräußerung der Vorbehaltsware im ordnungsgemäßen Geschäftsgang nur dann berechtigt, wenn er dem Infotheek hiermit schon jetzt alle Forderungen abtritt, die ihm aus der Weiterveräußerung gegen Abnehmer oder gegen Dritte erwachsen. Wird Vorbehaltsware unverarbeitet oder nach Verarbeitung oder Verbindung mit Gegenständen,

die ausschließlich im Eigentum des Kunden stehen, veräußert, so tritt der Kunde schon jetzt die aus der Weiterveräußerung entstehenden Forderungen in voller Höhe an den Infotheek ab. Wird Vorbehaltsware vom Kunde – nach Verarbeitung/ Verbindung – zusammen mit nicht dem Infotheek gehörender Ware veräußert, so tritt der Kunde schon jetzt die aus der Weiterveräußerung entstehenden Forderungen in Höhe des Wertes der Vorbehaltsware mit allen Nebenrechten und Rang vor dem Rest ab. Der Infotheek nimmt die Abtretung an. Zur Einziehung dieser Forderungen ist der Kunde auch nach Abtretung ermächtigt. Die Befugnis des Infotheek, die Forderungen selbst einzuziehen, bleibt hiervon unberührt; jedoch verpflichtet sich der Infotheek, die Forderungen nicht einzuziehen, solange der Kunde seinen Zahlungs- und sonstigen Verpflichtungen ordnungsgemäß nachkommt. Der Infotheek kann verlangen, dass der Kunde ihm die abgetretenen Forderungen und deren Schuldner bekannt gibt, alle zum Einzug erforderlichen Angaben macht, die dazu gehörigen

Unterlagen aushändigt und den Schuldnern die Abtretung mitteilt.

3. Verlängerter Eigentumsvorbehalt mit Verarbeitungsklausel

Eine etwaige Be- oder Verarbeitung der Vorbehaltsware nimmt der Kunde für den Infotheek vor, ohne dass für Letzteren daraus Verpflichtungen entstehen. Bei Verarbeitung, Verbindung, Vermischung oder Vermengung der Vorbehaltsware mit anderen, nicht dem Infotheek gehörenden Waren, steht dem Infotheek der dabei entstehende Miteigentumsanteil an der neuen Sache im Verhältnis des Wertes der Vorbehaltsware zu der übrigen verarbeiteten Ware zum Zeitpunkt der

Verarbeitung, Verbindung, Vermischung oder Vermengung zu. Erwirbt der Kunde das Alleineigentum an der neuen Sache, so sind sich die Vertragspartner darüber einig, dass der Kunde dem Infotheek im Verhältnis des Wertes der verarbeiteten bzw. verbundenen, vermischten oder vermengten Vorbehaltsware Miteigentum an der neuen Sache einräumt und diese unentgeltlich für den Infotheek verwahrt.

4. Scheck-/Wechsel-Klausel

Wird im Zusammenhang mit der Bezahlung des Kaufpreises durch den Kunde eine wechselmäßige Haftung des Infotheek begründet, so erlischt der Eigentumsvorbehalt sowie die diesem zugrunde liegende Forderung aus Warenlieferungen nicht vor Einlösung des Wechsels durch den Kunde als Bezogener.

5. Übersicherungsklausel

Wenn der Wert der bestehenden Sicherheiten die zu sichernden Forderungen um mehr als (hier wäre die Prozent-Marge in der jeweiligen Branche einzusetzen, jedoch maximal 20%) übersteigt, ist der Infotheek auf Verlangen des Kunden insoweit zur Freigabe verpflichtet.

6. Herausgabe des Vorbehaltsguts

Der Infotheek ist berechtigt, jederzeit die Herausgabe der ihm gehörenden Gegenstände zu verlangen, insbesondere die Rechte auf Aussonderung oder Abtretung des Anspruchs auf die Gegenleistung im Insolvenzverfahren geltend zu machen, wenn die Erfüllung seiner Forderungen durch den Kunde gefährdet ist, insbesondere über dessen Vermögen das Insolvenzverfahren eröffnet wird oder sich dessen Vermögensverhältnisse wesentlich verschlechtern. Die Geltendmachung des Eigentumsvorbehaltes sowie Pfändungen der Liefergegenstände durch den Infotheek gelten nicht als Rücktritt vom Vertrag.

7. Eingriffe Dritter in das Vorbehaltsgut

Bei Pfändungen sowie Beschlagnahmen der Vorbehaltsware oder sonstigen Verfügungen oder Eingriffen Dritter in die Rechte des Infotheek hat der Kunde ihn unverzüglich zu benachrichtigen und in Abstimmung mit ihm alles Erforderliche zu tun, um die Gefährdung abzuwenden. Soweit es zum Schutz der Vorbehaltsware angezeigt ist, hat der Kunde auf Verlangen des Infotheek Ansprüche an ihn abzutreten. Der Kunde ist zum Ersatz aller Schäden und Kosten – einschließlich

Gerichts- und Anwaltskosten – verpflichtet, die dem Infotheek durch Interventionsmaßnahmen gegen Zugriffe Dritter entstehen.

Hinsichtlich der Vereinbarung von Eigentumsvorbehaltsrechten gilt ausschließlich deutsches Recht.

Inkrafttretungsdatum Juni 2025