Terms & conditions

General terms and conditions of SMH Integrio BV, a private limited company operating under the trade name inteqrio, located at Hurksestraat number 8, Eindhoven, 5652AJ, registered in the trade register of the Chamber of Commerce in Eindhoven under number 78130107.

GENERAL

For the sake of clarity, hereinafter, the company shall be referred to as "inteqrio," and the party entering into an agreement with inteqrio shall be referred to as the "counterparty."

Inteqrio exclusively offers its products and services to entrepreneurs. It neither engages in nor is obligated to engage in transactions with consumers. Consequently, for the conclusion of agreements, including those executed electronically, no statutory cooling-off period shall be applicable.

These general terms and conditions govern agreements entered into by inteqrio with a counterparty. In the event that the counterparty employs general terms and conditions containing purchase conditions, such terms shall not be deemed applicable upon entering into an agreement with inteqrio, and the counterparty expressly waives any rights derived from said general terms and conditions.

The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods-Vienna 1980) is expressly not excluded.

DEFINITIONS

Inteqrio. Refers to the private limited company SMH Integrio BV, operating under the trade name "inteqrio."

Other party. Denotes any natural or legal person, acting in the capacity of an entrepreneur, who requests quotations or proposals from inteqrio, receives such quotations, engages in negotiations with inteqrio regarding the conclusion of an agreement, and ultimately enters into an agreement with inteqrio.

Agreement. Encompasses any arrangement or contract wherein inteqrio commits to providing goods and/or services to a counterparty. Agreements may be documented in either the Dutch or English language.

Third parties. Refers to external entities that inteqrio deems necessary or appropriate to involve in the execution of an agreement concluded between the parties. Such entities may include, but are not limited to, transport companies, assembly companies, and similar entities.

Written. Written communication is interpreted to include communications transmitted through electronic means via inteqrio's website, email, as well as traditional written correspondence by letter.

Delivery. All deliveries originate from inteqrio's warehouse. Goods are considered delivered at the moment they are transferred to the other party or to a carrier designated by the other party.

APPLICABILITY

These general terms and conditions are applicable to all offers presented by or on behalf of inteqrio, quotations issued, accepted orders, and concluded agreements. Inteqrio and the counterparty may, however, mutually agree to deviate from these terms and conditions concerning an agreement to be executed between them. Such deviations shall be valid only if made in writing and with the explicit consent of both parties.

In the event that one or more provisions within these general terms and conditions or the agreements concluded between the parties are deemed invalid or no longer enforceable, the remaining terms and conditions and the agreement itself shall persist. Any invalidated or unenforceable provisions shall be substituted with clauses that closely align with the original intent of the stipulations being replaced.

CONCLUSION OF AGREEMENT

All offers presented are non-binding unless explicitly agreed otherwise in writing. Offers should be perceived as an invitation for the counterparty to submit an offer. The specifications provided in an offer are meticulously compiled but are not considered binding, unless expressly agreed upon otherwise by both parties. Information regarding products may be subject to variations due to changes in legislation, regulations, evolving technologies, and manufacturing methods, thereby rendering the content non-binding.

An agreement is formalized only upon the acceptance of an offer by inteqrio. Such acceptance is exclusively conducted in writing and cannot be predicated on oral commitments made by inteqrio's employees.

DELIVERY TIME

If a delivery time is stipulated in the agreement between the parties, it pertains to the period within which the goods must be available for the other party or services must be performed. However, delivery times do not constitute strict deadlines; instead, they entail a best-efforts obligation on the part of inteqrio. If a delivery time is agreed upon, it becomes effective only on the day following the day on which the other party has furnished inteqrio with the necessary information for the execution of the agreement.

In cases where no specific delivery time is agreed upon, inteqrio will notify the other party when the relevant goods are prepared for delivery and ensure that the delivery occurs within 30 days from this notification.

TRANSPORTATION

If the parties have mutually agreed that the other party will manage the necessary transport independently and provides no further instructions, inteqrio will assume responsibility for the transport. However, this is always at the expense and risk of the other party.

Should the other party desire a specific method of packaging and shipping, such a request should be communicated no later than at the time of agreement conclusion. The associated costs are the responsibility of the other party. In all other instances, inteqrio has the authority to determine the method of packaging and shipment.

SPECIAL AGREEMENTS

In cases where the counterparty wishes to conclude an agreement pertaining to a special item, or an item requiring manufacturing and/or adaptation to specific preferences, the other party shall provide inteqrio with the necessary specifications and information. This information is crucial for the execution of the agreement and must be supplied by the other party after consultation with inteqrio. Any subsequent changes to the provided specifications can only be made following consultation and agreement with inteqrio. Changes requested by the other party shall be considered additional work, and the other party is obligated to bear the associated costs.

However, inteqrio reserves the right to modify the agreement concerning the specifications of the relevant items if such modifications are necessary to comply with applicable safety standards or legal regulations, provided that these modifications do not compromise the quality and performance of the relevant item.

PRICES

Unless otherwise specified, all prices quoted by inteqrio exclude turnover tax and are ex-warehouse in Eindhoven. Prices listed in a quotation are valid for 14 days. Prior to delivery, inteqrio retains the right to adjust its prices, but only if such adjustments result from factors beyond inteqrio's control, such as sudden changes in exchange rates, alterations in customs tariffs, or import duties. inteqrio will promptly notify the other party of any price adjustments, in any case, before delivery.

RETENTION OF TITLE

All goods delivered by inteqrio remain its property until the other party fulfills all obligations towards inteqrio. Until that moment, the other party is not authorized to alienate or encumber these items in any manner, except with written permission from inteqrio. The other party shall ensure that the goods are recognized as the property of inteqrio and maintain insurance against customary risks, including fire, damage, and theft.

INSPECTION

The other party is obliged to inspect delivered goods immediately upon receipt and commissioning. Any damage to the delivered goods or deficiencies in the delivery must be reported in writing to inteqrio within 14 days after the discovery of a shortcoming. Failure to report within this timeframe will result in the forfeiture of the right to complain.

Repair or replacement, if the delivered item is damaged or defective due to a cause on the part of inteqrio, will be conducted without charge.

PAYMENT

If an agreement is concluded through the website/webshop of inteqrio, payment must be made using one of the indicated methods. In cases of alternative agreement methods or special agreements, inteqrio is entitled to demand payment of the agreed price or a portion thereof before the commencement of the agreement, with the remaining balance charged after delivery.

If the other party opts to pay by credit card, inteqrio reserves the right to impose a surcharge related to the costs charged by the relevant credit card company for the transaction. The surcharge amount is specified on the website. The other party is required to settle every invoice sent by inteqrio within 14 days from the invoice date without any deductions, discounts, or settlements. Any discrepancies in the invoice, as perceived by the other party, must be reported within 8 days of receipt. Failure to do so deems the other party to have approved the invoice.

Non-compliance with the stipulated payment terms grants inteqrio the right to suspend performance of the agreement without owing compensation to the other party.

In cases of non-payment, late payment, or incomplete payment, the other party is deemed to be in legal default. inteqrio is then entitled to charge the other party default interest of 1% per month on the unpaid amount.

SERVICES

If assembly or installation work for delivered goods is necessary and not explicitly included in the agreement between the parties, the other party must independently engage qualified companies or auxiliary persons for such tasks. While inteqrio can provide suggestions upon request, it will not enter into agreements with third parties for these activities on behalf of the other party.

Upon the other party's request, inteqrio can facilitate the execution of such work, which will be billed separately at rates specified on the website or as included in the agreement between the parties. If the agreement mandates inteqrio to perform specific assembly or installation work and involves agreements with third parties for this purpose, inteqrio will notify the other party in advance of the applicable terms and conditions of these third parties, which will then become part of the agreement between inteqrio and the other party.

The agreement between the parties may also encompass the supply or manufacture of software products. All intellectual or industrial property rights related to goods, materials, software, equipment, or other items, including analyses, drawings, subjects, documentation, reports, offers, as well as preparatory material, exclusively belong to inteqrio or its licensors.

Throughout the agreement's duration, the other party will only receive user rights and powers regarding the software if expressly granted. The other party is prohibited from reproducing or copying software or other materials.

The other party acknowledges that items, software, equipment, or other materials made available may contain confidential information and trade secrets of inteqrio, suppliers, or licensors. The other party commits to maintaining the confidentiality of such information, refraining from disclosure or use to third parties. If necessary, the other party will impose a duty of confidentiality on all individuals within its organization who have access to this information.

The other party is prohibited from removing or altering any indication related to copyright, trademarks, trade names, or other intellectual or industrial property rights from purchased goods. Inteqrio is authorized to implement measures to protect the provided software, and the other party is not allowed to remove or disable security features in any manner.

Inteqrio will indemnify the other party against any legal claim asserting that the software, equipment, or materials developed by inteqrio infringe intellectual or industrial property rights in the Netherlands. This indemnification is subject to the condition that the other party, under penalty of forfeiting any claim against inteqrio, promptly informs inteqrio in writing about the nature and content of the legal claim, allowing inteqrio to handle the matter on behalf of the other party. This includes conducting legal proceedings, settlements, or arrangements, and the other party will provide the necessary powers of attorney, information, and cooperation to inteqrio for this purpose.

This indemnification will be void if the relevant infringement claim is in any way related to changes made by the other party to the software, equipment, or materials.

Upon an irrevocable court decision establishing that the software, equipment, or materials developed by inteqrio infringe third-party rights or if inteqrio reasonably believes there is a risk of infringement, inteqrio may, at its discretion, return the delivered goods, credit invoices after deducting a temporary usage fee, or provide functionally equivalent items to the other party. If the other party is required to pay compensation to an entitled party, inteqrio will indemnify the other party up to a maximum amount equal to the invoiced value of the delivered goods. Only in cases of intent or gross negligence on the part of inteqrio can it be held liable for a higher amount.

Furthermore, the other party guarantees that its use of goods delivered or made available by inteqrio does not infringe the rights of third parties and will indemnify inteqrio against any claims arising if such infringement is discovered.

LIABILITY

The other party is held liable towards inteqrio for all damages, including trading loss and consequential damage, resulting from any failure attributable to the other party. This includes, notably, incorrect and/or incomplete information provided by the other party to inteqrio.

Inteqrio, in turn, is liable towards the other party for an attributable shortcoming arising from a defect in the delivery. Inteqrio may rectify this defect by replacing/repairing the relevant item or, alternatively, opt to provide reasonable compensation. However, inteqrio assumes no liability for indirect damage, consequential damage, loss of profit, damage due to the loss or reduction of data or files, missed savings, business stagnation, or exceeding a specified term.

In cases where inteqrio is obligated to provide compensation or any other financial remedy due to a shortcoming in the delivery, the liability is capped at a maximum of the invoice amounts or the sum covered by inteqrio's business liability insurance in a specific case.

Marketing Usage

Inteqrio retains the right to utilize completed projects, encompassing delivered goods, services, or any associated work, for marketing endeavors. Such usage may transpire through online or offline mediums, encompassing, but not limited to, Inteqrio's website, promotional materials, social media, and other marketing communications.

Upon entering into an agreement with Inteqrio, the counterparty acknowledges and consents to afford Inteqrio a non-exclusive, worldwide, royalty-free license to utilize, showcase, and promote the completed projects for marketing purposes.

Inteqrio commits to exert reasonable efforts to safeguard that any information revealed or exhibited in the marketing materials does not disclose sensitive or confidential details of the counterparty's business, unless explicitly assented to in writing. If the counterparty harbors concerns regarding the disclosure of specific information, it is incumbent upon them to convey these concerns to Inteqrio in writing at the time of agreement initiation.

This clause remains effective beyond the termination or expiration of any agreement between the parties.

FORCE MAJEURE

Force majeure is construed as any circumstance beyond the control of Inteqrio that impedes the temporary or permanent fulfillment of the agreement and which, in accordance with standards of reasonableness and fairness or the law, should not be borne by Inteqrio. Force majeure encompasses, but is not limited to, government measures, international bodies, war, unrest, shortages of raw materials, strikes, and natural disasters.

In the event of force majeure affecting Inteqrio, its obligations under the agreement with the counterparty are suspended for the duration of the situation. However, if it becomes evident that the force majeure situation will persist for a minimum of three months, each party retains the right to prematurely terminate the agreement without adhering to a notice period. This termination can be effected through a registered letter or bailiff's writ.

DISSOLUTION/CANCELLATION

Except as provided by law, the other party is considered in default under the following circumstances. This implies that Inteqrio can dissolve the agreement in whole or in part without further notice of default or judicial intervention, without prejudicing its right to compensation.

a. If the other party fails to fulfill one or more of its obligations arising from the agreement between the parties or fails to fulfill them in a timely manner;

b. If the other party is declared bankrupt, granted (provisional) suspension of payments, admitted to statutory debt restructuring, or loses management or disposal of its assets in any other way.

Inteqrio's claims against the other party after dissolution, including any claim for compensation, become immediately due and payable in full.

APPLICABLE LAW AND DISPUTES

Dutch law governs all agreements concluded by Inteqrio. Disputes arising from the agreement or these general terms and conditions will be brought before the Oost-Brabant court, located in 's-Hertogenbosch.