Terms & Conditions

Any order by the original Buyer (“Buyer”) of the goods and/or services specified in this quotation (“Quotation”) issued by or on behalf of DENSsolutions BV or its affiliates or subsidiaries (“Seller”) is subject to the following terms and conditions. Unless otherwise agreed, this Quotation is valid for thirty (30) days from the date of issuance.

  1. Scope. The Quotation, including this Confirmation of Purchase Terms and Conditions of Sale, contains all agreements of the parties with respect to goods and services provided by Seller to Buyer (“Agreement”) and are in lieu of all other agreements (oral or written), guarantees, promises, representations or warranties expressed or implied and shall not be amended or revised by purchase order or other purchase document. This Quotation supersedes all preceding quotations. The Agreement may be amended or modified only by a specific amendment referencing this Agreement executed by authorized personnel of the parties.
  2. Definitions. “Product” means the goods and services ordered hereunder.
  3. Prices. Prices do not include any duties, freight, shipping, insurance, VAT or taxes. Buyer shall pay such amounts directly or reimburse Seller for all such amounts, whether imposed on Buyer, required to be collected by Seller or imposed on the Product or Seller in connection with this sale.
  4. Shipping. Transportation from Seller’s premises (factory or warehouse) shall be at Buyer’s expense. Transportation charges shall be collect, or prepaid by Seller and billed to Buyer at Seller’s option. If requested in writing by Buyer, Seller will arrange for insurance on Product while in transit at Buyer’s additional expense. Standard shipping terms are EXW (Incoterms 2000), unless otherwise agreed upon by Seller.
  5. Payment Terms. Unless Seller, in its sole discretion, extends credit to Buyer, Seller shall invoice Buyer for one hundred per cent (100%) of the purchase price upon acceptance of this sales quotation. If Seller, in its sole discretion, extends credit to Buyer, then the Seller shall invoice Buyer upon shipment for the full purchase price. All payments are due within thirty (30) days of the date of the invoice. In case of late payment, Buyer shall pay Seller interest on unpaid invoices at the rate of one and one-half per cent (1½%) per month (18% per annum) (but in no event greater than the maximum rate allowed under applicable law) for any amount payable by Buyer not paid when due under such invoices. If Seller does not extend credit to Buyer, then Seller reserves the right to delay shipping of Products until receipt of the full purchase price.
  6. Risk of Loss and Title Transfer. Risk of loss or damage transfers upon delivery to the carrier at Seller’s shipping dock. Title transfers at the same point that risk of loss transfers.
  7. Warranty. Seller warrants to the original Buyer of Product manufactured by Seller that the Product will be free from material defects for a period of twentyfour (24) months from the date of delivery in accordance with the shipping terms (“Warranty Period”). Consumables will only be replaced under the warranty if they have failed prior to the end of their ordinary useful life. Any Product repaired or replaced under this warranty is warranted only for the unexpired part of the original Warranty Period applicable to that Product. Warranties for third party items are the responsibility of the third party vendor. The warranty set forth above (“Warranty”), if any, does not apply and shall be of no force and effect if Buyer (or Buyer’s agents, employees or contractors) modifies, maintains or repairs Product with other than Seller-supplied parts and Seller-authorized personnel. In addition, the Warranty shall not apply to, and Seller shall have no responsibility for, defects caused in whole or in part by accident, vandalism, other than normal use, abuse, wrongful act, neglect, failure to use proper operational and safety procedures, or improper integration, installation, application or maintenance, contamination or damage of equipment caused by Buyer samples. In the event Seller determines that the product repairs were not covered under this warranty, Buyer shall be responsible for the cost of the repair, including parts, labour, shipping and insurance costs related to the repair, which amounts shall be due net thirty (30) days. Seller’s sole obligation under the Warranty is to provide one of the following remedies, in Seller’s sole discretion: repair, replacement or removal and refund of purchase price. No modification of the Warranty shall be binding on Seller unless agreed to by Seller in a writing referencing this Agreement signed by an authorized representative of Seller. In no event shall Buyer have the right to “cover” by procuring substitute Product at the cost or expense of Seller. THE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT. NO WARRANTIES SHALL ARISE UNDER THIS AGREEMENT FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.
  8. Maintenance.
    1. Definitions: (i) “Maintenance” means the services provided by Seller or its representative under Seller’s Maintenance Policy in effect at the time such services are ordered, (ii) “Maintenance Fee” means the annual fee charged Buyer by Seller for Maintenance, (iii) “Maintenance Period” means a period during which Seller makes Maintenance available (which is ordinarily a one (1) year, renewable period), except as otherwise specified by Seller, (d) “Service Maintenance Agreement” means Seller’s Maintenance Agreement regarding the applicable Product (which may differ by type of product and service level), initially as in effect on the date of this Quotation and as may be modified from time to time thereafter as set forth herein. The current Maintenance Agreement is available upon request to the Seller.
    2. Seller’s standard level Maintenance services applicable to the Product, if any, will be provided to Buyer at no additional charge during the Warranty Period, if any. For as long as Seller provides Maintenance for the Product, Seller will make Maintenance available to Buyer for purchase. Seller reserves the right to alter its standard Maintenance Agreement from time to time, but will not reduce the level of Maintenance for which a Maintenance Fee has been paid.
  9. Installation. Buyer shall be responsible for installation of the Product. Seller shall provide phone-based support during installation to assist Buyer with the installation and training process. Buyer may purchase on-site installation from Seller for an additional fee. Buyer agrees to follow installation procedures as established by the Seller. Buyer agrees to provide a safe and suitable location for installation and operation of the Products in accordance with Seller’s standard specifications and requirements. Seller will provide Buyer with all requirements and procedures. The Warranty does not apply and shall be of no force and effect if Buyer (or Buyer’s agents, employees, or contractors) installs the Product with other than Seller-supplied requirements and procedures.
  10. Terms. ANY OFFER TO ACQUIRE ANY PRODUCT FROM SELLER, AND ANY SALE OF PRODUCT BY SELLER, WILL BE MADE ON THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY OFFER TO SELL IS EXPRESSLY LIMITED TO ACCEPTANCE OF ALL SUCH TERMS, AND SELLER HEREBY SPECIFICALLY OBJECTS TO AND REJECTS ANY TERMS AND CONDITIONS OF BUYER’S OFFER THAT ARE IN CONFLICT WITH, DIFFERENT FROM OR IN ADDITION TO THESE TERMS AND CONDITIONS. THIS AGREEMENT SHALL BE BINDING ON SELLER ONLY AFTER ACCEPTANCE BY SELLER. IN THE EVENT THAT SELLER HONORS ONE OR MORE TERMS IN BUYER’S PURCHASE ORDER THAT IS (ARE) IN CONFLICT WITH THIS AGREEMENT, SUCH ACTION DOES NOT CONSTITUTE SELLER’S ACCEPTANCE OF ANY OTHER TERMS IN THE PURCHASE ORDER.
  11. Termination. If Buyer terminates this Agreement prior to shipment, then Buyer shall pay Seller an amount equal to twenty percent (20%) of the total contract amount not including installation and delivery charges. Because of the difficulty of determining Seller’s actual damages upon termination by Buyer, Seller and Buyer agree that the above amounts are reasonable estimates of actual damages and constitute liquidated damages and not penalties.
  12. Liability. IN NO EVENT SHALL SELLER OR ITS LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF CLIENTS AND LOSS OF GOODWILL, ALTHOUGH SELLER MAY BE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER LIABILITY TO BUYER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY OR NON-DELIVERY, SALE, MAINTENANCE, USE OR PERFORMANCE OF PRODUCT, INCLUDING SPECIFICALLY, BUT WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY IN TORT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL SELLER’S OR SELLER’S LICENSORS’ TOTAL AGGREGATED LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT BY THE BUYER, REGARDLESS WHETHER SUCH LIABILITY EXISTS OUT OF AN OBLIGATION TO PAY DAMAGES OR REPAYMENT OF ANY AMOUNT RECEIVED FROM THE BUYER IN RELATION TO THE CONFIRMATION OF PURCHASE TERMS AND CONDITIONS OF SALE, ANY AGREEMENT AND/OR ANY ENSUING AGREEMENT. BUYER ACKNOWLEDGES THAT THE PRICING OF THE PRODUCT AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SELLER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF ITS LIABILITY.
  13. Force Majeure. In addition to any excuse provided by applicable law, Seller shall be excused, and free from liability for, any non-delivery, delay in delivery or failure otherwise to perform arising out of any event beyond Seller’s reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, strike, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, inability of Seller to obtain raw materials, denial of export license and other causes or events beyond Seller’s reasonable control, whether or not similar to those enumerated above.
  14. Software. “Software” means all operating programs or applications programs, including any updates and parts thereof, incorporated into or included with goods sold to Buyer, whether expressed in object code, source code or otherwise. Software is copyrighted, and Seller retains exclusive right, title and interest in and to the Software and all copies or portions thereof, including all intellectual property rights. Subject to the payment of all fees due hereunder, Seller hereby grants Buyer a nonexclusive, non-transferable license in perpetuity to use Software in the goods in which the Software is first installed, subject to the provisions of this section. Third party software, including certain open source software products, will be subject to the license rights and restrictions as set forth in the documentation and/or license agreements included with such software or the Product. Nothing contained in this license or Agreement shall be interpreted to limit the rights directly granted to the Buyer under such third party licenses with respect to that portion of the Software licensed under such terms. The Software and documentation and any copies, translations, compilations, partial copies, modifications, improvements, enhancements and updates are proprietary to Seller or its licensors, and contain copyrighted material, trade secrets and other proprietary material. In order to protect such intellectual property rights and preserve the confidentiality of the Software, Buyer may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, except to the extent expressly permitted by the mandatory provisions of applicable law (including national laws implementing Directive 91/250/EEC on the legal protection of computer programs) in order to gain certain information specified therein; provided that Buyer shall not exercise its rights unless and until Buyer has first requested the required information from Seller in writing, and Seller, at its sole discretion, has not complied with Buyer’s request within a commercially reasonable period of time. Buyer may not modify, network, rent, lease, loan, distribute or create derivative works based upon the Software, in whole or in part. Buyer shall not remove any proprietary notices from any part of the Software or documentation. Licensors of third party software that may be included in the Software have all the rights and benefits of Seller under this license, and, to the extent permitted by applicable law, shall have no liability for any damages, whether direct, indirect, incidental or consequential, including but not limited to loss of profits, loss of business, loss of clients and loss of goodwill, arising from the use of such third party software. Buyer shall not make Software available in any form to any third party, except that – provided such third party agrees to be bound by the provisions of this license – Buyer may transfer the Software to a third party (“New User”) that purchases, leases or acquires title to (A) the product in which the Software was originally installed for use in/with that product or, (B) for Software that can operate independently of Seller hardware, the rest of the product with which the Software was purchased. Buyer is only entitled to transfer the Software to a New User if (a) Buyer has completely relinquished the use of the Software, (b) Buyer has destroyed any existing copies of the Software, and (c) Buyer has notified Seller in writing of the name and address of the New User. The Software and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in this License and in DFARS 227.7202-3 or FAR 52.227-19, as applicable. Manufacturer is DENSsolutions BV, Lorentzweg 1, room B267, 2628 CJ, The Netherlands
  15. Confidentiality. Buyer shall keep confidential all confidential and proprietary information of Seller, including, but not limited to, the Product, Software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under this Agreement, and the results of any comparative or other benchmarking tests with respect to the Product, in each case regardless of whether such information is identified as confidential (“Confidential Information”). Confidential Information shall include (a) any information that is clearly identified in writing at the time of disclosure as confidential, (b) any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, or (c) all information of third parties that Seller is obligated to treat as confidential. Buyer shall not to make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than in the performance of this Agreement. Buyer shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. Seller shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement, for any violation of this provision. The aforesaid obligations shall not apply to Confidential Information, which (i) is or becomes generally available to the public without Buyer being responsible for such disclosure; (ii) becomes available to Buyer on a non-confidential basis from a third party which was not itself bound by a confidentiality obligation and was entitled to disclose the information; (iii) has already been known by Buyer prior to its disclosure under the Agreement without an obligation of confidentiality.
  16. Miscellaneous.
    1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns, provided, however, neither party shall have the right to assign or transfer in whole or in part, by operation of law or otherwise, its rights or obligations hereunder without the consent of the other party.
    2. If any term or provision of this Agreement or the application to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.
    3. All notices required to be sent hereunder shall be in writing and a notice shall be deemed to have been given upon (i) the date sent by confirmed facsimile, (ii) on the date it was delivered by recognized express courier or by hand delivery, or (iii) if by certified mail return receipt requested, on the date received, addressed to the address stated on the face of this Agreement for the party to which the notice or communication is being given. Either party may change its notice address by giving notice of change of address to the other party in accordance with this section.
    4. No waiver of any provision of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed directly by the party making the waiver.
    5. This Agreement may not be amended or modified except by a written agreement executed by Seller and Buyer.
    6. Buyer shall not be entitled to withhold payment for the Product due to matters unrelated to the Product or this Agreement.
    7. If an action, suit or proceeding is commenced to enforce this Agreement or with respect to this Agreement, the prevailing party shall be reimbursed by the other party for all costs and expenses incurred in connection with the action, suit or proceeding, including without limitation reasonable attorneys’ fees at the trial level and on any appeal.
    8. Buyer will comply with applicable export laws.
    9. This Agreement has been drafted in English, at the express request of the parties.
  17. Reference. With prior approval of Buyer, which Buyer shall not unreasonably withhold, Seller may identify Buyer as a user of Seller’s products or services in: (a) communications with other customers, potential customers, industry analysts, financial analysts and the like; and (b) in press releases, sales materials, sales brochures, advertising, on any Seller website, and in other similar ways. Further, Buyer will serve as a reference account for Seller upon Seller’s request and to make its personnel reasonably available for communications with other customers and potential customers concerning use of Seller products and solutions.
  18. Law. This Agreement shall be governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or sales made pursuant hereto. Any dispute resulting from or arising in connection with the Quotation, and/or the Confirmation of Purchase Terms and Conditions of Sale, and/or any Agreement and/or any ensuing agreement, will exclusively be settled by the competent Dutch court.