Terms & Conditions

General Terms and Conditions APNT BV

Last modified 27.11.2023

The company with limited liability APNT BV (hereinafter: APNT) is registered at the Chamber of Commerce with number 83814280 and is located at Amsterdamseweg 35 (1422AC) in Uithoorn the Netherlands.

PART I - GENERAL

Article 1 - Definitions

In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
Offer: any offer or quotation to the Client for the delivery of Products and/or the performance of Services and/or Work by APNT.
Services: installing and implementing software, performing tests, providing the labor of employees and consultancy.
APNT: the service provider that offers Services and Work and/or the seller of (Digital) Products.
Client: the natural or legal person who acts in the exercise of a profession or business that APNT has appointed, has provided projects to APNT for Services performed by APNT, or to which APNT makes a proposal based on an Agreement.
Agreement: the agreement that extends to the sale and delivery of Products purchased by the Client from APNT and other obligations between the Client and APNT, as well as proposals from APNT for Services provided by APNT to the Client, and executed by APNT. The agreement also extends to the creation and delivery of work (maintenance and/or installation), for a price to be paid by the Client, with which these general terms and conditions are inseparable.
Products: the Products that are sold are hardware and software, also known as (Digital) Products.
Activities: the Activities that APNT offers are all Activities outside of employment with the aim of creating and delivering a work of a material nature (maintenance of Products (hardware)), and/or performing maintenance at a the price paid by the Client in money. If the general terms and conditions refer to Work relating to the provision of Employees, the general terms and conditions relates to all Work performed by an Employee for the benefit of the Client.
Employee: the worker who works at APNT, and who is made available by APNT to the Client, for the purpose of performing Services and/or Work for the Client.
Provision: the Agreement whereby an Employee is made available to the Client by APNT to perform Work at the Client pursuant to an order issued by the latter to the APNT.

Article 2 - Applicability

These general terms and conditions apply to every Offer by APNT, every Agreement between APNT and the Client and to every Service, Product and/of Work offered by APNT.
Before an (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, APNT will indicate to the Client how the Client can view the general terms and conditions.
Deviation from these general terms and conditions is not possible. In exceptional situations it is possible to deviate from the general terms and conditions if this has been explicitly agreed in writing with APNT. The terms and conditions of the Client are expressly not applicable.
These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
The general terms and conditions of the Client are excluded.
If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. The agreements in the Agreement are leading and take precedence over these general terms and conditions.
The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/are, if and to the extent applicable.
In the event that APNT has not always demanded compliance with these general terms and conditions, it will retain its right to demand full or partial compliance with these general terms and conditions.

Article 3 - The Offer

All offers made by APNT are without any obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
APNT is only bound by an Offer if the Client's acceptance thereof is confirmed in writing within 30 days of the date of an offer. Nevertheless, APNT has the right to refuse an Agreement with a potential Client for reasons that are justified for APNT.
The offer contains a description of the offered Services, Work and/or products. The description is sufficiently specified, so that the Client is able to make a proper assessment of the offer. Any data and/or

images in the offer are only an indication and cannot be a ground for any compensation or termination of the Agreement.

Offers or quotations do not automatically apply to follow-up orders.
Delivery times and terms in APNT's offer are indicative and if they are exceeded, they do not entitle the Client to termination or compensation, unless expressly agreed otherwise.

Article 4 - Conclusion of the Agreement

The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from APNT by returning a signed copy (scanned or original) to APNT, or an explicit and unambiguously agreed to the Offer by e-mail.
APNT has the right to revoke the (signed) Agreement within 14 working days after receipt of the acceptance.
APNT is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
If the Client cancels an order that has already been confirmed, the costs already incurred (including the time spent) will be charged to the Client.
Any Agreement entered into with APNT or any project assigned by Client to APNT rests with the company and not with an individual person associated with APNT.
The Client's right of withdrawal is excluded, unless otherwise agreed.
If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Term of the Agreement

The Agreement is entered into for a definite period of time, unless the content, nature or purpose of the assignment implies that it has been entered into for an indefinite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that APNT obtains from the Client.
Both the Client and APNT can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given written notice of default and it has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations correctly. This also includes the payment and cooperation obligations of the Client.
The termination of the Agreement does not affect the Client's payment obligations insofar as APNT has already performed work or delivered services at the time of the termination. The Client must pay the agreed fee.

The Client is entitled to cancel short-term projects (this means a maximum project duration of two days) up to 48 hours before the start date of the project free of charge. If the cancellation occurs later, APNT is entitled to charge the Client for the time reserved for this on the basis of the established rate, as well as costs already incurred for the performance of the Agreement.
In the event of interim cancellation for long-term projects, the Client must cancel the Agreement with due observance of the cancellation period of one week. If the cancellation occurs later, APNT is entitled to charge the Client for the time reserved for this on the basis of the established rate, as well as costs already incurred for the performance of the Agreement.
Both the Client and APNT can terminate the Agreement in writing, in whole or in part, without further notice of default, with immediate effect if one of the Parties has been granted a suspension of payments, has filed for bankruptcy or the company concerned ends due to liquidation or other than the merging or reconstruction of the company. If a situation as stated above occurs, APNT is never obliged to refund any payments she has received and/or to compensate the Client.

Article 6 - Performance of the service

APNT will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. APNT guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing that is described in detail.
The Agreement on the basis of which APNT performs the Services, is leading for the size and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
The information and data provided by the Client are the basis on which APNT offered the Services and prices. APNT has the right to adjust its services and its prices if the information provided proves to be incorrect and/or incomplete.
In the performance of the Services, APNT is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for APNT, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
APNT is entitled to engage third parties for the performance of the Services at its own discretion.
If the nature and duration of the assignment require, APNT will keep the Client informed of the progress in the interim in the agreed manner.
The performance of the Services is based on the information provided by the Client. If the information has to be changed, this may have consequences for any established planning. APNT is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided it on time or in the desired format, does not provide sufficient cooperation, a possible advance has not been received in time by APNT or due to other circumstances, which are at the expense and risk of the Client, there is a delay,

APNT is entitled to a reasonable extension of the delivery or completion period. All damage and additional costs as a result of delay due to a cause as mentioned above are for the account and risk of the Client.

Article 7 - Obligations of the Client

The Client is obliged to provide all information requested by APNT as well as relevant appendices and related information and data in good time and/or before the start of the work and in the desired form for the purpose of a correct and efficient execution of the Agreement. In the absence of this, APNT may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
APNT is under no obligation to check the accuracy and/or completeness of the information provided to it or to update Client with regard to the information if it has changed over time, nor is APNT responsible for the accuracy and completeness of the information compiled by APNT for third parties and/or provided to third parties in the context of the Agreement.
APNT may, if necessary for the execution of the Agreement, request additional information. Failing this, APNT is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify APNT immediately or no later than 3 working days after the change has become known.

Article 8 - Additional activities and changes

If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client's request to achieve the desired result for the Client, the Client is obliged to pay for this additional work according to the agreed rate. APNT is not obliged to comply with this request, and may require the Client to conclude a separate Agreement for this purpose and/or to refer it to an authorized third party.

Article 9 - Prices and payment

In principle, all prices are exclusive of national turnover tax (VAT) and international turnover tax, unless otherwise agreed.
APNT performs its services in accordance with the agreed rate. Payment is made in advance, afterwards or in parts.
If APNT performs the Agreement (partly) at the Client's location, additional costs (travel, call-out, parking and accommodation costs) will be charged, unless otherwise agreed. A surcharge may also be charged for work that (must) be performed outside office hours at the request of the Client, as further specified in the quotation and/or Agreement.

The Client is obliged to fully reimburse the costs of third parties, which are deployed by APNT after the Client's approval, unless expressly agreed otherwise.
The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance in full before a start is made with the performance of the service.
The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
APNT is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
The Client must pay these costs all at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of APNT made known to it.
In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment against Client, payment and all other obligations of Client under the Agreement will become immediately due and payable.

Article 10 - Collection policy

If the Client does not fulfill its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client is in default by operation of law.
From the date that the Client is in default, APNT will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision. compensation for extrajudicial collection costs of 1 July 2012.
If APNT has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and execution costs incurred are also for the account of the Client.

Article 11 - Privacy, data processing and security

APNT handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, APNT will inform the data subject about this.
The Client itself is responsible for the processing of data that is processed using a service of APNT. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies APNT against any (legal) claim related to this data or the execution of the Agreement.
If APNT is required to provide information security under the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.

Article 12 - Suspension and termination

APNT has the right to keep the data, data files and more it has received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains unaffected if a reason for APNT is justified, which justifies suspension in that case.
APNT is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
In that case, APNT is not liable for damage, for whatever reason, as a result of the suspension of its activities.
The suspension (and/or termination) does not affect the payment obligations of the Client for work already performed. In addition, Client is obliged to compensate APNT for any financial loss suffered by APNT as a result of Client's default.

Article 13 - Force majeure

APNT is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
Force majeure on the part of APNT is in any case understood to mean, but is not limited to: (i) force majeure of suppliers of APNT, (ii) failure to properly fulfill obligations of suppliers APNT are prescribed or recommended,(iii) defective software or any third parties involved in the execution of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of employees of APNT or advisors engaged by it and (vii) other situations that, in APNT's opinion, are beyond its control that temporarily or permanently prevent the fulfillment of its obligations.
In the event of force majeure, both Parties have the right to terminate the Agreement in whole or in part. All costs incurred before the termination of the Agreement will in that case be paid by the Client. APNT is under no obligation to reimburse Client for any losses caused by such withdrawal.

Article 14 - Limitation of liability

If any result set forth in the Agreement is not achieved, a failure on the part of APNT shall only be deemed to exist if APNT has expressly promised such result upon acceptance of the Agreement.
In the event of an attributable shortcoming on the part of APNT, APNT is only obliged to pay any compensation if the Client has given APNT notice of default within 14 days after discovery of the shortcoming and APNT has not subsequently remedied this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that APNT is able to respond adequately.
If the provision of Services by APNT leads to liability on the part of APNT, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the

Client, unless the damage is the result of intentional or intentional recklessness on the part of APNT. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and the method of repair. The liability is in any case limited to the maximum amount of damage that is paid out by the insurance company per claim per year.

APNT expressly excludes all liability for consequential damages. APNT is not liable for indirect damage, business damage, loss of profit and/or loss suffered, lost savings, damage due to business interruption, capital losses, delay damage, interest damage and immaterial damage.
The Client indemnifies APNT against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which partly consisted of Services provided by APNT, unless the Client can demonstrate that the damage is exclusively caused by the APNT service.
Any advice provided by APNT, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of APNT.
The content of the advice provided by APNT is not binding and is of an advisory nature only. The Client decides itself and under its own responsibility whether it will follow the proposals and advice mentioned herein by APNT. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by APNT. APNT is not bound to any form of refund if this is the case.
If a third party is engaged by or on behalf of the Client, APNT is never liable for the actions and advice of the third party engaged by the Client, as well as the processing of results (of advice prepared) by the third party engaged by the Client in APNT's own advice.
APNT does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of APNT, nor for the timely receipt thereof.
All claims of the Client due to shortcomings on the part of APNT lapse if they are not reported to APNT in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, APNT's liability lapses.

Article 15 - Confidentiality

APNT and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the relevant information is already public/commonly known, the information is not confidential and/or the information was not disclosed to APNT during the Agreement with the Client and/or was obtained by APNT in any other way.
In particular, the confidentiality relates to advice, reports, designs, working methods and/or reporting regarding the assignment of the Client drawn up by APNT. The Client is expressly prohibited from sharing its contents with employees who are not authorized to take cognizance of this and with (unauthorized) third parties. Furthermore, APNT always exercises the required care in dealing with all business-sensitive information provided by the Client.

If APNT is obliged by virtue of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or a designated third party, and APNT cannot invoke a right of nondisclosure, APNT is not obliged to pay any compensation and does not give the Client any ground for termination of the Agreement.
The transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by APNT to third parties requires the written consent of APNT, unless such consent has been expressly agreed in advance. Client will indemnify APNT against all claims by such third parties as a result of reliance on such information disseminated without APNT's written consent.
APNT and the Client also impose the confidentiality obligation on third parties to be engaged by them.

Article 16 - Intellectual Property Rights

All IP rights and copyrights of APNT, including in any case, but not limited to all designs, models, reports and advice, rest exclusively with APNT and are not transferred to the Client unless expressly agreed otherwise.
If it has been agreed that one or more of the aforementioned items or works of APNT will be transferred to the Client, APNT is entitled to conclude a separate Agreement for this and to demand appropriate monetary compensation from the Client. Such compensation must be paid by the Client before it acquires the relevant items or works with the IP rights resting on it.
The Client is prohibited from disclosing and/or multiplying, modifying or making available to third parties (including use for commercial purposes) all documents and software on which the IP rights and copyrights of APNT rest, without prior written permission from APNT. If the Client wishes to make changes to items delivered by APNT, APNT must explicitly agree to the intended changes.
The Client is prohibited from using the items and documents to which APNT's intellectual property rights rest other than as agreed in the Agreement.
Parties will inform each other and jointly take measures if an infringement of IP rights occurs.

Article 17 - Disclaimer and correctness of information

The Client is responsible for the correctness, reliability and completeness of all data, information and/or documents, in whatever form, that it provides to APNT in the context of an Agreement, as well as for the data that it provides from third parties has obtained and which have been provided to APNT for the performance of the Service.
The Client indemnifies APNT against any liability as a result of failure to fulfill its obligations, or failure to do so on time, with regard to the timely provision of all correct, reliable and complete data, information, documents and/or documents.
The Client indemnifies APNT against all claims from the Client and third parties engaged by it or working under it, as well as from Clients of the Client, based on the failure to (timely) obtain any subsidies and/or permissions required in the context of the implementation of the Agreement.

The Client indemnifies APNT against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/or the acts or omissions of Client towards third party(ies).
If the Client provides APNT with electronic files, software or information carriers, the Client guarantees that these are free of viruses and defects.

Article 18 - Complaints

If the Client is not satisfied with the service of APNT or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but at the latest within 7 calendar days after the relevant reason that led to the complaint. led to reporting. Complaints can be reported verbally or in writing via info@apnt.nl with the subject “Complaint”.
The complaint must be sufficiently substantiated and/or explained by the Client if APNT is to be able to handle the complaint.
APNT will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
The parties will try to reach a solution together.

Article 19 - Applicable law

The Dutch law applies to the legal relationship between APNT and the Client.
APNT has the right to change these general terms and conditions and will inform the Client thereof.
In the event of translation of these general terms and conditions, the Dutch language shall prevail.
All disputes arising from or as a result of the Agreement between APNT and the Client will be settled by the competent court of the Gelderland District Court (location Arnhem, the Netherlands), unless mandatory provisions designate another competent court.

PART II - SALE OF PRODUCTS

Part II includes additional and/or deviating provisions to Part I. If no additional or deviating provisions are included in Part II compared to Part I, then reference is made to the contents of Part I in this regard.

Article 20 - The Offer and conclusion of the Agreement

A composite quotation does not oblige APNT to deliver part of the goods included in the offer or Offer at a part of the stated price.
If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.
The Agreement is concluded at the moment that the Client has accepted an Offer from APNT by placing an order or paying for the relevant Product.
An Offer can be made by APNT via the website, by e-mail or by telephone.
If the Client has accepted the Offer by concluding an Agreement with APNT, APNT will confirm the Agreement with the Client in writing, or at least by e-mail.

Article 21 - Delivery of Products

If the commencement, progress or delivery of the Agreement is delayed because, for example, the Client has not provided all the requested information or has not provided it on time, does not provide sufficient cooperation, or the (down) payment has not been received in time by APNT or any delay occurs due to other circumstances beyond APNT's control, APNT is entitled to a reasonable extension of the delivery or completion period. All agreed delivery times are never strict deadlines. The Client must give APNT written notice of default and allow it a reasonable period of time to still be able to deliver. The Client is not entitled to any compensation due to the delay.
APNT will, in the manner stipulated in the Agreement, deliver the Digital Product being software or make it available to the Client online for delivery.
The Client accepts the Digital Product being software in the state in which it is at the time of delivery ('as is'), therefore with all visible and invisible defects.

The Client is obliged to purchase the hardware products at the time when these are made available to it in accordance with the Agreement, even if these are offered to it earlier or later than agreed.
If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, APNT is entitled to store the goods at the expense and risk of the Client.
If the Products are delivered by APNT or an external carrier, APNT is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
If APNT requires information from the Client in the context of the performance of the Agreement, the delivery time will only commence after the Client has made all information necessary for the performance available to APNT.
If APNT has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
APNT is entitled to deliver the goods in parts, unless the Agreement deviates from this or if the partial delivery does not have an independent value. APNT is entitled to invoice the thus delivered separately.

Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. APNT reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 22 - Packaging and transport Products

APNT undertakes towards the Buyer to properly package the Goods to be delivered and to secure them in such a way that they reach their destination in good condition during normal use.
Unless otherwise agreed in writing, all deliveries are made including sales tax (VAT), including packaging and packaging material.
Acceptance of Goods without any comments or remarks on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.

Article 23 - Examination, complaints

The Client is obliged to inspect the delivered goods at the time of delivery, but in any case within 14 days after receipt of the delivered goods, but only to unpack or to remove to the extent necessary to assess whether it retains the Product. In doing so, the Client should investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
The Client is obliged to investigate and inform himself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. APNT does not accept any liability for incorrect use of the Product by Client.
Any visible defects or shortcomings must be reported to APNT in writing after delivery to info@apnt.nl. The Client has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Client itself, the Client is liable for any loss in value of the Product.
If a complaint is made in time pursuant to the previous paragraph, the Client remains obliged to pay for the purchased goods. If the Client wishes to return defective goods, this will only take place with the prior written consent of APNT in the manner indicated by APNT.
APNT is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
Refunds to the Client will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Client's declaration of termination. Refunds will be made to the previously specified account number.
If the Client exercises its right to complain, the Client, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.

In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to APNT, APNT will send the missing Product(s) or cancel the remaining order at the request of the Client. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Client as a result of the (deviating) scope of the delivery cannot be recovered from APNT

Article 24 - Prices

During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
The prices stated in the Offer are inclusive of VAT, unless expressly stated otherwise.
The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
If there are Products or commodities for which there are price fluctuations in the financial market and on which APNT has no influence, APNT can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.

Article 25 - Retention of title

All goods delivered by APNT remain the property of APNT until the Client has fulfilled all the following obligations under all Agreements concluded with APNT.
The Client is not authorized to pledge or encumber in any other way the Products subject to retention of title if the ownership has not yet been transferred in full.
If third parties seize the Products delivered under retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform APNT of this as soon as may reasonably be expected.
In the event that APNT wishes to exercise its property rights indicated in this article, the Buyer gives unconditional and irrevocable permission and authorization to APNT or third parties to be designated by APNT to enter all those places where the properties of APNT are located and to also take back those Products.
APNT has the right to retain the Product(s) purchased by the Client if the Client has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or issue APNT. After the Client has fulfilled its obligations, APNT will make every effort to deliver the purchased Products to the Client as soon as possible, but at the latest within 20 working days.
Costs and other (consequential) damage as a result of retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to APNT by the Buyer upon first request.

Article 26 - Warranty

APNT guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified APNT of this use at the time of entering into the Agreement.

Article 27 - Limitation of liability

APNT guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified APNT of this use at the time of entering into the Agreement.
APNT is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded.
APNT is not liable for and/or obliged to repair damage caused by the use of the Product. APNT can provide maintenance and usage instructions that must be complied by the Client. All damages to the Products as a result of use is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
APNT is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
APNT is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
APNT does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of APNT, nor for the timely receipt thereof.
All claims of the Buyer due to shortcomings on the part of APNT lapse if they are not reported in writing and with reasons to APNT within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.

Article 28 - Transfer of Risk

The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a Company at the moment the Goods leave APNT's warehouse. In case of Digital Products, the above risk passes to the Client if the Products have been provided in the Client's control. This is the case if the Products have been delivered to the delivery address of the Buyer.

PART III - PRODUCT MAINTENANCE AND (HARDWARE)

Part III includes additional and/or deviating provisions to Part I. If no additional or deviating provisions are included in Part III compared to Part I, then reference is made to the contents of Part I in this regard.

Article 29 - Performance of work

APNT will make every effort to perform the Agreement with the greatest possible care, as may be expected of a good contractor. All Work is performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing that is described in detail. Under no circumstances does APNT guarantee that the Work performed and/or the goods delivered by it are suitable for the purpose intended by the Client.
When performing the Work, APNT is not obliged to follow the Client's instructions if this changes the content or scope of the agreed Work. If the instructions result in additional work for APNT, the Client is obliged to reimburse the additional or additional costs accordingly. All instructions, directions, advice and more are deemed to have been made under the express approval of Client if they are made by Employees, subordinates and/or third parties engaged by Client. Damage as a result of the unauthorized or outside the scope of the assignment of these instructions, is entirely at the expense and risk of the Client.
APNT is entitled to engage third parties for the performance of the Work at its own discretion.
The scope of the performance of the Work extends to what has been explicitly agreed by the parties and/or is included in the notification of a malfunction. APNT will inform the Client about all circumstances that may affect (the availability) of the maintenance.
The Client is obliged to ensure that:
1. All information, data and documents required for the performance of the Agreement are made available to APNT in the manner desired by APNT;
2. APNT is granted access to the work location on the agreed dates and times, which location meets the applicable legal (safety) requirements and working conditions (whether or not in accordance with the Collective Labor Agreement). Failing this, APNT is entitled to suspend its Activities as long as this has not been complied with, without being obliged to pay compensation for any damage or delays.
3. The third parties engaged by it carry out their Work and/or deliveries in such a way that APNT is not delayed or hindered in the performance of the Agreement or Work;
4. The work location is in such a condition that APNT can perform and/or continue its Work without hindrance;
5. APNT at the work location has connection options for electricity, gas and water. The Client must reimburse the costs of this. Lost working hours as a result of water, gas or power failure are for the account of the Client;
6. The location must have sufficient facilities for the correct and complete collection of waste;

The work location must (if possible) have a suitable space where tools, machines, materials and more of APNT can be stored without damage or theft of these items. In the event of theft, loss or damage, the costs thereof will be borne by the Client;
The other facilities reasonably desired by APNT and/or its (sub)contractors must be present at the work location, without (extra) costs being charged to APNT.

If the Client does not meet the obligations referred to in this article in time, APNT is entitled to suspend the performance of the Agreement until the Client has fulfilled its obligations. The costs in connection with the delay incurred and/or the costs for performing additional Work or other consequences arising from this are for the account and risk of the Client.
If the Client fails to fulfill its obligations and APNT fails to demand compliance from the Client, this does not affect APNT's right to demand compliance at a later date.

Article 30 - Maintenance

If agreed, APNT will carry out maintenance and/or repairs at the Client's location or remotely. The scope of the maintenance obligation extends to what has been explicitly agreed by the parties. APNT will inform the Client about all circumstances that may affect (the availability) of the maintenance.
The Client is obliged to report any defects, errors or other malfunctions in writing to APNT, after which APNT will repair the defects and/or make improvements in accordance with its usual procedures as soon as possible and to the best of its ability. If desired, APNT is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
The Client is obliged to cooperate with APNT on first request.

Article 31 - Guarantees

Every guarantee is explicitly agreed in writing. Guarantees never extend further than what has been explicitly agreed.
APNT will perform the Work in accordance with the standards applicable in the industry. If any guarantee is given, this is limited to what has been expressly agreed in writing and only insofar as the guarantee has been received from the suppliers. During the warranty period, APNT guarantees a sound and customary quality of the delivered or completed goods.
The Client can only invoke the guarantee provided by APNT if the Client has fully complied with its payment obligations.
If the Client rightly invokes an agreed guarantee, APNT is obliged to repair or replace the delivered goods free of charge. If in addition there is any additional damage, the applicable provisions of the liability of these general terms and conditions will be adhered to. If repair cannot reasonably be required of APNT.

The warranty lapses as soon as the warranty period (as included in the quotation) has expired, the warranty obligation lapses, the Client makes or has adjustments made to the delivered goods and/or the delivered goods, in the opinion of APNT, have been misused, treated or maintained.

Article 32 - Limitation of liability

If the performance of Work by APNT leads to liability of APNT towards the Client or third parties, that liability is limited to the costs charged by APNT in connection with the assignment, unless the damage is the result of intent or intentional recklessness on the part of APNT. The liability is in any case limited to the maximum amount of damage that is paid out by the insurance company per claim per year.
If the work shows defects after delivery for which APNT is (proven) liable, APNT must be given the opportunity to remove the defects within a reasonable period of time, without prejudice to the liability for damage as a result of the defective delivery, unless the costs of repair would be disproportionate to the Client's interest in repair instead of compensation.
If the (consequences) of an unsound execution of the work is due to defects or unsuitability of goods originating from the Client, the consequences will be borne by the Client, unless APNT has violated its warning obligation or otherwise with regard to these defects in expertise. or due care has failed. APNT is also not liable for early commissioning of part or all of the work by the Client.
The Client is liable for damage to the work as a result of Work performed or deliveries performed by it or by third parties on its behalf. Damage resulting from the use of materials prescribed by the Client and/or implementation of a design originating from the Client, is also entirely at the expense and risk of the Client.
APNT cannot be held liable for the traffic not flowing properly at the location where the Work is performed.
The Client is furthermore liable for loss and/or theft of damage to the items, tools, machines, materials and more that APNT uses and/or has stored in the context of the execution of the agreement during the performance of the Work at the Client's. , which also includes damage caused by imperfections, defects and more at the work location.
All claims of the Client due to shortcomings on the part of APNT lapse if they are not reported to APNT in writing and with reasons within two years after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. APNT's liability lapses two years after the termination of the Agreement between the parties.

PART IV - IMPLEMENTATION AND EXECUTION OF TESTING

In Part IV, additional and/or deviating provisions from Part I are included. If no additional or deviating provisions are included in Part IV compared to Part I, then reference is made to the contents of Part I in this regard.

Article 33 - Delivery and implementation of software

APNT will, in the manner stipulated in the Agreement, deliver the software or make it available to the Client online for delivery.
The Client accepts the software in the condition it is in at the time of delivery ('as is'), therefore with all visible and invisible defects.
If the start, progress or delivery of the software is delayed because, for example, the Client has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, the advance has not been received in time by APNT or due to other circumstances that At the expense and risk of the Client, APNT is entitled to a reasonable extension of the delivery or completion period. Under no circumstances are the specified terms strict deadlines, nor can APNT be held liable for exceeding the agreed term.
All damage and additional costs as a result of delay due to a cause referred to in paragraph 4 are for the account and risk of the Client and will be charged to the Client by APNT.

Article 34 - Implementation of testing

The parties can agree that the software and/or hardware of the Client will be tested on the basis of the functionalities and/or wishes indicated by the Client and that it will also be checked whether the software and/or hardware meets the wishes of the Client. The test is performed in phases, and in the test environment of APNT or at the Client's location.
APNT will make every effort to perform the test on a best effort basis. During the performance of the Service, testing is carried out, among other things, but not exclusively on: functionality, requirements, efficiency, user-friendliness, performance, and other details as indicated by the Client.
Through testing, the Client gains insight into the use of his/her software and/or hardware. If during the execution of the test it appears that the software and/or hardware of the Client contains errors and/or imperfections, the Client must report the test results to the supplier of the software and/or hardware. APNT only provides the tests and is not involved in the adjustments of the software.
The test is completed when all results have been processed and made known to Client.
If the Client wishes to test his/her software and/or hardware again after the test, the Client must reimburse the additional additional costs based on a new quotation.

PART V - CONSULTANCY AND TRAINING

In Part V, additional and/or deviating provisions from Part I are included. If no additional or deviating provisions are included in Part V compared to Part I, then reference is made to the contents of Part I in this regard.

Article 35 - Advice

If instructed to do so, APNT can draw up an advice, plan of approach, design, reporting, planning and/or reporting for the benefit of the service. The content of this is not binding and only of an advisory nature, but APNT will observe its duties of care. The Client decides itself and under its own responsibility whether to follow the advice.
The advice provided by APNT, in whatever form, can never be regarded as binding advice.
At APNT's first request, the Client is obliged to assess proposals it has provided. If APNT is delayed in its activities, because the Client does not provide an assessment or does not provide a timely assessment of a proposal made by APNT, the Client is at all times responsible for the consequences that arise as a result, such as delay.
The nature of the service means that the result always depends on external factors that can influence APNT's reports and advice, such as the quality, correctness and timely delivery of the necessary information and data from the Client and its employees. . The Client is responsible for the quality and for the timely and correct delivery of the required data and information.
The Client will notify APNT in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.

Article 36 - Training

If instructed to do so, APNT can provide (online) training for the Client and its employees.
The training takes place at the location of the Client or at a location to be determined by APNT, or online through Microsoft Teams. If the training takes place at the Client's location, the Client is obliged to make the facilities required in the context of the training available in a timely manner. If a training cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences thereof will be for the account and risk of the Client. APNT is also entitled to give instructions regarding the suitability of the location and the facilities available there before the start of the training.
The content of the training offered by APNT and the advice given during the training are not binding and only of an advisory nature, but APNT will observe its duties of care. The training is tailored as far as possible to the wishes of the Client as well as the needs of the relevant participant(s).
The Client will notify APNT in writing prior to the start of the training of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.
APNT is entitled to cancel or move the training to another date if there are too few registrations. It is at the sole discretion of APNT to reschedule the training. If the Client is not available on the new date set, the Client is entitled to a pro rata refund of monies already paid or can participate in training on another date. The parties will consult on this. If there are too many registrations, APNT is entitled to have the training take place in several sessions. If applicable, the aforementioned situation will be discussed with the Client in a timely manner.

If the Client is unable to attend the training for whatever reason, the Client must make this known 7 days before the start of the relevant training, stating valid reasons. If the cancellation does not take place within the aforementioned period, APNT is entitled to charge costs for this, or to take other appropriate measures.
Successful completion of the training by Client is not guaranteed. The Client is always responsible for the successful completion of the training. APNT has a best efforts obligation to train the Client to the best of its ability within the framework of the agreement. Any liability for damage suffered by the Client as a result of not successfully completing the training is excluded, emphatically including consequential damage. All this subject to the situation in which there is intent or deliberate recklessness on the part of APNT.

PART VI - POSTING OF EMPLOYEES

In Part VI, additional provisions and/or deviating from Part I are included in Part I. If no additional or deviating provisions are included in Part VI compared to Part I, then reference is made to the contents of Part I in this regard.

Article 37 - Obligations of the Client

Prior to concluding the Agreement, the Client must provide all relevant information, including but not limited to the duration of the assignment, the desired services or work, place where the work is performed, working conditions, and other details.
APNT always performs its Services within the framework of a best efforts obligation and undertakes to make an effort to provide adequate Employees with the greatest possible care for the Services requested by the Client. When making Employees available, APNT always puts the wishes and requirements of the Client first, but cannot guarantee that the Employees it makes available meet the wishes and expectations of the Client at all times.
The Client is obliged to inform APNT in advance, but in any case immediately, of any changes, so that APNT can also implement those changes towards the Employee made available by it, insofar as this is required on the basis of any statutory regulation. In that case, APNT is entitled to adjust its rates to the new conditions as of the date of the change.

Article 38 - Prices and payment

The Client owes APNT the agreed fee when an Employee is made available, unless otherwise agreed. If agreed, APNT will receive compensation for each hour worked by an Employee.
A surcharge will be charged for Work performed by the Employee outside normal working hours and Work on public holidays and weekends, as specified in more detail in the quotation.

If APNT or the Employee incurs costs at the Client's location, including but not limited to parking costs, the Client is obliged to reimburse these at all times. Such costs will be passed on at the next invoicing moment.

Article 39 - Implementation of the provision

APNT will make every effort to ensure that an Employee is available for the duration of the agreement concluded with APNT. However, APNT does not guarantee that an Employee will be available for the entire duration of the Agreement. Client accepts that, upon reasonable notice, an Employee may be replaced. In the event of a replacement of an Employee, APNT will do its utmost to replace an Employee with an Employee who has comparable training, knowledge, experience and skills.
The Work to be performed takes place under the direction of the Client. If and insofar as the Activities performed by the Employee do not belong to the position for which an Employee has been made available, the exact content of the Activities must be determined before the start of the Agreement.
The Client is obliged to provide an Employee with active information regarding the Risk Inventory and Evaluation (RIE) and general safety standards used within its company.
The Client is responsible towards the Employee and APNT for compliance with the Working Conditions Act and the related regulations arising from obligations in the field of safety at the workplace and good working conditions in general.
Client has the correct and relevant company certifications at all times. If the Client does not comply with the foregoing obligation, APNT is entitled to suspend or refuse the availability of the Employee, whereby it reserves the right to pass on the costs it has incurred to the Client.
All Employees made available by APNT have the relevant work experience, the necessary diplomas and certificates.
The Client will provide Employees with personal protective equipment if and insofar as necessary and is not responsible for this, unless this has been expressly agreed.

Article 40 - Limitation of liability

Under no circumstances is APNT liable if the Employee(s) it has selected and/or made available do not meet the expectations of the Client, unless the Client has made these expectations known to APNT prior to the Agreement. and APNT has explicitly promised the result intended by the Client.
APNT is not liable for damage caused by the Employee selected and/or made available by it to the Client or to third parties.
APNT is not liable towards the Client and is not obliged to compensate any damage if the contacts between the Client and APNT prior to a possible assignment, including a concrete request from the Client to make an Employee available, for whatever reason not or not within the period desired by the Client, lead to the actual posting of an Employee.

If a third party is engaged by or on behalf of the Client, APNT is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice prepared) of the third party engaged by the Client in APNT's own advice.
The Client is responsible for making the necessary items available to allow the Employee to perform the work properly. The Client is also responsible for creating and maintaining a safe working environment in such a way that an Employee is indemnified, insofar as can reasonably be required in connection with the nature of the work. The Client is liable for the damage resulting from this.
The Client bears an independent duty of care when carrying out the assignment at its own location. This entails that the Client is at all times obliged towards APNT, as well as the Employee made available by APNT, to set up and maintain the spaces, materials and more, in or with which the Employee carries out Work, in such a way as far as the nature of the the work requires it. In addition, the Client is obliged to provide the Employee with the necessary instructions during the performance of the Work on location in order to guarantee an adequate and safe working environment. If the Client violates his duty of care, he is obliged to compensate APNT for all direct damage that the Employee appointed by APNT incurs as a result in the performance of their duties or Work. The Client is only not liable insofar as proof is provided that the non-compliance is due to force majeure or gross negligence on the part of the Employee.
If an accident occurs in which one of the Employees made available by APNT is involved during the performance of the Work on behalf of the Client and suffers physical damage as a result, the Client is obliged to inform APNT immediately. The Client must in any case state the time, nature and consequences of the accident. The aforementioned provision also applies if an Employee has to travel during the Assignment as part of his Work. When making a trip other than that agreed, the Client is liable for any damage that has arisen during the transport of Employees to and from that location and during his/her journey. The Client is advised to take out collective damage insurance for passengers.
If an Employee has suffered such an injury in the performance of the Work as a result of the Client's non-compliance with its obligations, the Client is liable towards the remaining spouse , the children or the parents of the deceased who are usually maintained by his work/activities, is obliged to pay compensation, unless the Client proves that this non-compliance with force majeure or death is largely due to gross negligence on the part of an Employee himself. .
Unless otherwise agreed, the Client is obliged to take out adequate insurance for the Employee made available by APNT. The Client is also obliged to always pay the premiums owed on time and in full.

Article 41 - Indemnification and correctness of information

The Client indemnifies APNT against all claims arising from errors and/or damage of the Employees made available. The Client itself makes agreements with the Employees made available about any damage caused to the Client.
APNT is not liable for damage suffered by the Client as a result of errors by Employees made available by it.

The Client indemnifies APNT against all claims by the Employee or third parties, including direct damage, indirect damage and consequential damage, which are the result of non-compliance with the obligations resting on the Client.
The Client guarantees that all locations, equipment and/or tools in or with which an Employee carries out work are set up and maintained in such a way and that it provides an Employee with those instructions that are reasonably necessary to prevent an Employee from suffering damage in the carrying out its duties. The Client indemnifies APNT against all claims for compensation of damage by the Employee on the basis of failure to comply with this duty of care incumbent on the Client pursuant to Article 7:658 of the Dutch Civil Code, or at least any other legal or contractual basis, including in any case claims pursuant to Article 7 :611 CC and 6:162 CC.

Article 42 - Prohibition of the direct approach of Employees

The Client is prohibited from directly approaching or otherwise engaging Employees of APNT without APNT's prior written permission and a reasonable monetary compensation from the moment that APNT has provided the Employee for the benefit of the Client has recruited and selected, during and up to a maximum of one year after the end of the Agreement.
Also in the case of the on-lending of Employees by the Client to third parties, the Client must adhere to the takeover agreements already made with APNT and obtain prior permission.
In the event of a violation of this, the Client owes an immediately due and payable fine of € 5,000, with a fine of € 500 for each day that the violation continues.
The above prohibition does not apply if this is explicitly excluded in the Agreement between the Client and APNT.

Article 43 - Suspension by the Client

In principle, the Client is only entitled to suspend the employment of the Employees if the Client demonstrates in writing that (temporarily) no work is available or an Employee cannot be employed by the Client in any other way, if this is expressly stated and agreed in writing.
If the Client is not entitled to temporarily suspend the employment, but the Client temporarily has no work for an Employee or is unable to employ an Employee, the Client owes APNT the agreed rate for the duration of the Assignment, calculated on the basis of the per period pursuant to the assignment most recently applicable or customary number of hours and overtime, unless otherwise agreed.