General Terms and Conditions of Sale and Maintenance

General

The following provisions under “General” apply to all Products purchased by the Client.

 

1. Applicability

• OXD expressly rejects the applicability of any purchasing terms, clauses, or other conditions of the Client.
• If any provision of these General Terms and Conditions is void or is declared void, the remaining provisions of these General Terms and Conditions shall remain in full force and effect, and OXD and the Client shall consult with each other to agree on new provisions to replace the void or declared void provision.
• Deviations from these General Terms and Conditions are valid only if they have been expressly agreed to in writing in advance and apply only to that specific agreement. Verbal statements, commitments, or agreements are legally binding only after they have been confirmed by OXD.

 

2. Agreement

An agreement between OXD and the Client is not concluded until it has been legally validly (digitally) signed by both OXD and the Client. If multiple Products are listed in this purchase agreement, it is assumed that a separate agreement has been concluded for each of those Products, subject to these terms and conditions.

 

3. Purchase price.

• The purchase price is fixed and applies ex warehouse of OneXillium. In addition to the purchase price, the Client will be charged for the costs of delivery and installation ready for operation. Any necessary special work, such as hoisting, etc., will also be charged. All amounts stated in this Agreement are exclusive of VAT.

 

4. Retention of Title or Transfer of Ownership

OXD retains ownership of all Equipment delivered and/or to be delivered by it to the Client. Even if ownership remains with OXD pursuant to this Agreement, all costs arising from the imposition of reproduction rights, copyright infringement, etc., shall be borne by the Client. The transfer of ownership of the Equipment shall be deemed to have taken place as soon as and by virtue of OXD having received full payment of all amounts owed to it by the Client pursuant to this Agreement and, if applicable, pursuant to the lease agreement terminated upon purchase, including claims for interest and costs. The Products are at the Client’s expense and risk from the time of delivery, even if ownership has not yet been transferred.

 

5. Trade-in

In the case of a trade-in agreement, the Customer may use the agreed-upon trade-in amount as a discount on the purchase price of the device being traded in. The Customer indemnifies OXD against all third-party claims arising from or in connection with the traded-in device. The risk associated with the traded-in device remains with the Customer until it is actually delivered to OXD.

 

6. Rental Equipment (In-Situ)

To the extent that the equipment is sold “in situ,” this means that, upon signing the agreement, the equipment is already installed at the Client’s premises and ready for operation, based on an existing lease agreement. Once the sale is concluded and the Purchase Price has been paid, the parties are released from their rights and obligations under the current lease agreement, to the extent that it relates to the purchased equipment, effective at the end of the calendar month in which ownership of the Equipment is transferred to the Client. OXD provides no warranty whatsoever for “in-situ” equipment or its use, whether for visible or hidden defects.

 

7. Delivery Time

The agreed delivery time is an estimated delivery time. OXD will make every reasonable effort to meet the agreed delivery time. Exceeding this delivery time does not entitle the Client to terminate the agreement and/or claim damages.

 

8. Installation and Acceptance

The Client shall ensure that the required technical and spatial facilities, as well as electrical connections, are ready prior to the delivery date. The Client shall ensure that the location where the Equipment is to be installed is suitable and accessible for installation. The specifications for this, as well as the weight and dimensions of the Equipment, have been communicated to the Client in advance. By signing the Agreement (digitally), the Client confirms that OXD has informed them of this. OXD is not liable for any delays in delivery or installation. Before accepting delivery, the Client shall ensure that the Equipment conforms to the specifications and that it is free from damage. By signing the delivery document, the Client is deemed to have received the Equipment and to have accepted that it functions in accordance with the specifications and is free from damage.

 

9. Equipment Relocation

As long as OXD retains ownership of the Equipment, the Client is not permitted to move the Equipment—not even within the room where OXD has installed it.

 

10. Payment

The Client must make payment within 14 days of the invoice date. If a direct debit authorization is issued, the Client shall ensure that there are sufficient funds in the bank account to cover the amount due. If payment is not made on time, the Client shall be in default without further notice of default. In that case, the Client shall owe interest at a rate of 1.5% per month on the entire invoice amount. Set-off against an alleged claim against OXD is not permitted. OXD may, where applicable, require the Client to provide security for the obligations arising from the Agreement before proceeding with delivery.

 

11. Transfer of Rights and Obligations

The Client shall not transfer any rights or obligations arising from the Agreement to any other party without OXD’s prior written consent.

 

12. Indemnification

OXD is not liable for damages resulting from downtime, malfunction, or poor performance of (any of) the Products. OXD is also not liable for damages resulting from delays in performing repairs, carrying out work, or replacing parts. The Client shall at all times indemnify OXD against any claims by third parties.

 

13. Reproduction Rights/Copyright

All costs arising from the collection of reproduction rights, copyright infringement, etc., shall be borne by the Client.

 

14. Liability

• The total liability of OXD and its personnel, including liability for damages caused by persons working on behalf of OXD, is limited to damages resulting from death, personal injury, damage resulting from physical damage to the client’s and third parties’ facilities and property, arising during the performance of, and in connection with, the work to be performed under the Agreement, and caused by the fault of persons whom OXD engages in the performance of such work, up to the amount of the contract value, or in any event limited to an amount of €100,000. All further liability, including, among other things, liability for compensation for indirect, material, or immaterial damages, or consequential damages, is excluded, regardless of the manner and foreseeability with respect to the location and the extent of the damage.
• If, at any time, the above provision cannot be invoked, the liability to be determined in such a case shall likewise be limited to the amount paid by the insurer in that regard per occurrence.

 

15. Warranty

OXD will repair or replace, free of charge, any parts of the equipment that have become defective as a result of manufacturing and/or material defects. Defects resulting from normal wear and tear or improper use are excluded from this warranty. The warranty is valid for three months after the equipment has been installed and made operational. The warranty is valid only within the Netherlands. The warranty is void if maintenance and/or repair work on the equipment has been performed by persons not authorized by OXD. The provisions of this section do not apply to equipment that was first rented by the Client and later purchased. In that case, no warranty applies.

 

16. Patent Infringement

If the Client is sued by a third party for intellectual property rights infringements, the Client must immediately notify OXD in writing. The owner of the patent right will conduct the defense in this matter personally. The Client authorizes the owner of the patent right to handle the matter as he or she sees fit. Any damages resulting from the Client’s failure to notify OXD in writing of the alleged infringement shall be borne by the Client.

 

17. Breach of Contract

• If the Client fails to fulfill, fails to properly fulfill, or fails to fulfill in a timely manner any obligation under the Agreement, OXD shall be entitled to terminate the Agreement without prior notice of default. Termination of the Agreement shall also terminate any applicable maintenance agreement.
• In the event of early termination of the maintenance agreement, as provided for in paragraph 1 of this article, the Client shall be obligated to reimburse costs, damages, and late-payment interest, which damages incurred by OXD in the event of termination of the maintenance agreement are hereby determined in advance to be equal to the total of all—including future—unpaid maintenance installments for the agreed term, plus the amounts referred to in Articles 35 and 36 of these terms and conditions. In the event of an Agreement with maintenance that does not include a pre-estimated number of prints, the Client shall also be obligated to pay a supplementary charge determined by OXD based on the average monthly volume over the last 12 months. If such a recalculation is not possible, OXD will make a reasonable estimate of the average monthly volume multiplied by the remaining term (number of months) of the Agreement.

 

18. Out-of-court costs

All costs incurred by OXD in exercising and protecting its rights, such as legal

and extrajudicial collection costs shall be borne by the Client

 

19. Force Majeure

• Force majeure includes all circumstances of such a nature that, in all reasonableness and fairness, OXD cannot be expected to perform the Agreement. In particular, failure by OXD’s supplier to deliver to OXD constitutes force majeure. In the event of force majeure, performance of the Agreement will be suspended with respect to the affected portion. OXD will notify the Client of such circumstances as soon as possible.
• As soon as the force majeure situation has ended, OXD will assess the condition of the Equipment. The necessary maintenance work, and any necessary repairs, will then be performed by OXD after reaching an agreement with the Client regarding the associated costs, after which performance of the Agreement will resume.

 

20. 20. Amendment of the Agreement

Any amendment to, addition to, or cancellation of the Agreement is valid only if jointly agreed upon in writing by the Client and OXD. The Client is obligated to pay OXD a fee for any administrative service or other action initiated by the Client that OXD performs during the term of the Agreement. These include, among other things, providing copies of the Agreement or other documents, processing changes to the Client’s address or bank account information, claims and other insurance matters, registering security interests, calculating surrender values, and modifying maintenance terms or prices. The Client must pay this fee to OXD upon first request. A summary of these fees will be provided upon request. OXD is authorized to change the summary and the amount of the fees at any time.

 

21. Joint and several liability

If more than one person, whether an individual or a legal entity, as a Client under the Agreement, then each of these persons shall be jointly and severally liable for the performance of all obligations arising from the Agreement toward OXD, both existing and future, and all provisions of the Agreement regarding the Client shall apply both to each of them jointly and to each of them individually. A notice to any one of them shall be deemed a valid notice to all such persons. If, in the event that multiple persons act as the Client under the Agreement, the Agreement terminates due to the bankruptcy or suspension of payments of one of them, the Agreement shall remain in full force and effect with respect to the other(s), unless OXD also terminates the Agreement with respect to them pursuant to the provisions of Article 17.

 

22. Data Protection

• The Client hereby expressly authorizes OXD to process (or have processed) the personal data provided by the Client. OXD will process (or have processed) this personal data solely for the purpose for which the Client provided it and in accordance with applicable laws and regulations, including (but not limited to) the General Data Protection Regulation.
• The Client warrants that it is authorized to provide personal data to OXD and that the personal data provided to OXD has been processed in accordance with applicable laws and regulations.
• It is the Client’s sole responsibility to secure all confidential data and to completely delete it from the internal memory before returning the equipment to OXD. The Client shall indemnify OXD against any damages it may suffer as a result of the failure to delete, or the incomplete deletion of, any confidential data as described in this section.”

 

23. Client Cooperation

• The Client expressly authorizes OXD to perform work on the Equipment while it is connected, within the computer/network environment, to the Client’s peripheral devices and/or input devices and/or software. The Client shall indemnify OXD against any damages resulting therefrom.
• OXD has the right to inspect the Equipment at any time and to review all documents relating to the Equipment. The Client shall provide OXD with all cooperation and facilities reasonably necessary for the performance of the maintenance work.

 

24. Final Provisions

• In the event of a (tacit) renewal of (part of) the Agreement, the provisions applicable thereto shall remain in full force and effect.
• The Client is required to notify OXD of any change of address within ten days. All costs incurred by OXD in exercising and protecting its rights, such as judicial and extrajudicial collection costs, shall be borne by the Client.
• This Agreement is governed by Dutch law, sets forth all rights and obligations of the parties toward one another, and supersedes all prior negotiations, commitments, proposals, and correspondence regarding this matter.
• Any disputes shall be submitted to the court in the jurisdiction where OXD is located, provided that OXD is entitled to submit the dispute to the court that would have jurisdiction over the dispute even without the foregoing provision.

 

 

Equipment Maintenance

(The following provisions apply in addition to the provisions under “General” if Equipment has been made available to the Client and maintenance services have been purchased from OneXillium. In the event of any conflict between the provisions under “Equipment Maintenance” and those under “General,” the provisions under “Equipment Maintenance” shall prevail.)

 

25. Maintenance

• The term of the Maintenance Services Agreement shall be for the (minimum) duration specified in the Agreement and shall thereafter be automatically renewed for successive periods of 12 months, unless one of the parties has given written notice of termination of the Maintenance Services Agreement no later than 6 months prior to the relevant expiration date.
• OXD will perform maintenance on the Equipment specified in the Agreement. OXD is entitled to engage the services of qualified third parties to perform maintenance and provide services.
• Maintenance provided by OXD does not affect the Client’s responsibility for managing the Equipment, including checking the settings, and the manner in which the Equipment is used.
• Immediately after a malfunction occurs in the Equipment, the Client shall notify OXD thereof by providing a detailed description. OXD will use its best efforts to repair any defects in the Equipment for which it is responsible within a reasonable period of time. In order to maintain the Equipment in good working order, OXD will ensure the following during the term of the Agreement:
• preventive maintenance (if OXD deems it necessary): performing necessary corrections, replacing defective parts with non-defective ones on an exchange basis, and, at OXD’s discretion, making technical modifications to the Equipment;
• Corrective maintenance: resolving malfunctions after they have been reported by the Client and/or via the TG Client, if necessary by replacing defective parts with functional ones on an exchange basis. A fault report is considered received once it has been recorded in OXD’s systems. Upon receipt of the report, OXD will analyze the fault and then take the necessary action by contacting the Client by phone and/or remotely, and/or by dispatching an engineer to the site. OXD strives for a response time of 8 business hours. Response time is defined as the period between the time the fault report is received and the time one of the aforementioned actions is initiated;
• replacement, supplementation, or modification of documentation provided by OXD to the Client regarding the device;
• Consumables ordered by the Client in excess of the standard print usage will be billed to the Client separately at the time of delivery.
• Faults will first be resolved by phone and/or remotely; an engineer will only be dispatched on-site if the fault cannot be resolved by phone and/or remotely. If the Client does not cooperate in resolving the malfunction by phone and/or remotely, or if, following the engineer’s on-site visit, it is determined that the malfunction could have been resolved by phone and/or remotely, the costs of the on-site visit will be billed separately to the Client.
• The aforementioned maintenance will take place during the applicable maintenance hours, which are Monday through Friday—excluding generally recognized holidays—from 8:30 a.m. to 5:00 p.m. The work described will be performed, as much as possible, at times to be determined in consultation with the Client, in order to minimize disruption to the Client’s use of the equipment.
• In the event of a Malfunction of the Equipment, the Client must, upon request, provide OXD with full information regarding the circumstances in which the Malfunction occurred and, upon reasonable request by OXD, recreate those circumstances.
• If, in performing the aforementioned maintenance under the Agreement, OXD is required to replace defective parts with non-defective ones, OXD is permitted to use new parts as well as used, remanufactured, and/or equivalent parts. The replaced parts remain the property of
• Maintenance of the Equipment does not include: the installation, removal, or replacement of consumables, toner, and CRUs, and/or modifications or improvements to the Equipment.
• OXD is always entitled to choose not to repair defects in the Equipment and, depending on its technical condition, to replace the Equipment—or a part thereof—temporarily (in connection with an overhaul) or permanently with the same or at least an equivalent type or part, as it deems appropriate.
• During the maintenance period, the Client is not entitled to replacement equipment.
• The costs of investigating and resolving Malfunctions resulting from the connection of Equipment not supplied by OXD or from the installation of Software not supplied by OXD shall be borne by the Client.
• OXD is under no obligation to restore or reconstruct lost data.
• The Client is not permitted to terminate the Agreement prematurely during the minimum term or the current renewal period.
• If the Client nevertheless wishes to terminate the Agreement prematurely, OXD is entitled to charge a fee.
• Provided that the parties wish to terminate a current contract early while simultaneously entering into a new Agreement, the current contract shall terminate as of the effective date of the new Agreement.
• If the new Agreement—for whatever reason—does not enter into force, the current contract will not be terminated and will continue between the parties for the remainder of its term.
• In all cases, the Client shall be obligated to reimburse costs, damages, and late payment interest, which damages incurred by OXD in the event of termination of this Agreement are already determined to be an amount equal to the total of all—including future—unpaid installment amounts for the agreed term, plus the amounts referred to in Article 29 of these terms and conditions. In the event of an Agreement with maintenance that does not include a pre-estimated number of prints, the Client shall also be obligated to pay a supplementary charge determined by OXD based on the average monthly volume over the last 12 months. If such a recalculation is not possible, OXD will make a reasonable estimate of the average monthly volume multiplied by the remaining term (number of months) of the Agreement.

 

26. Exclusions

• The following are excluded from the maintenance obligations under the Agreement:
  • preventive and/or periodic maintenance (at the Client's request);
  • additional interim maintenance and/or cleaning services requested by the Client;
  • investigation or repair of malfunctions resulting from or related to errors in use by the Client and/or third parties, improper use of the Equipment, or external causes, such as defects in communication lines, network connections, or power supplies and/or connections to the Equipment, Software, or materials that are not covered by the maintenance agreement and for which OXD is not and cannot be held responsible;
  • investigation or repair of Malfunctions resulting from or related to the repair, modification, relocation, removal, and/or reinstallation of the Equipment by anyone other than OXD or on its behalf; the use of the Equipment in violation of the applicable terms and conditions and Documentation; and the Client’s failure to have the Equipment serviced in a timely manner;
  • maintenance of the Software and/or the provision of support to users of the Software;
  • investigating or resolving malfunctions resulting from changes to the Client’s computer/network environment and/or (software) settings;
  • investigation or repair of malfunctions, as well as service and/or cleaning work resulting from or related to causes not attributable to OXD, such as accidents, break-ins, disasters, vandalism, contamination, etc.;
  • work resulting from consumables not supplied and/or recommended by OXD. This includes, but is not limited to, toner, drums, developer, cartridges, paper, and/or other printable materials;
  • Safety stock of consumables, as requested by the Client and held at the Client’s location, is not covered by the Agreement and will be billed separately.
  • other causes not attributable to OXD.
• All costs associated with the work and materials mentioned in this article will be billed separately to the Client based on the prices and rates in effect at that time.

 

27. Service Level Agreement

• Any agreements regarding a service level (Service Level Agreement) shall be made only in writing and must be legally signed by both parties. The Client shall always promptly inform OXD of any circumstances that affect or may affect the service level and its availability.
• If service level agreements have been made, the availability of the Equipment and related services will always be measured excluding any downtime previously announced by OXD due to preventive and/or corrective maintenance or other forms of service, as well as circumstances beyond OXD’s control. Unless the Client provides evidence to the contrary, the availability measured by OXD shall constitute conclusive proof.

 

28. Supplementary Provisions: Installment Amount and Payment of Alimony

In addition to the provisions of Article 4 of these General Terms and Conditions, the following applies:

• The Client is liable to pay a maintenance fee, as described on the front page of the Agreement, as well as (to the extent applicable) for the supply of the consumables and parts described in Article 30.
• An A3-sized print will be billed as 2 prints, unless otherwise agreed upon and specified under “Details” on the front page of this Agreement. OXD will review the rental terms and the prices of additional prints annually as of January 1, by at least the Consumer Price Index, which is determined and published by Statistics Netherlands (CBS) in October of the preceding year. If this Price Index is unavailable, the price adjustment will be calculated based on another, similar benchmark. Disputes regarding any adjustments must be reported to OXD within ten (10) business days of the date of written notification. If OXD is not notified of an objection within this period, OXD will implement the new terms and print prices.

 

29. Billing for Additional Volumes

At the end of each billing period for the additional volume, the actual number of prints made during that period for each print type—on all Equipment covered by this agreement—will be determined in accordance with Articles 35 and 36 of these General Terms and Conditions. If this number exceeds the agreed-upon volume per print type, the Client will be charged the price per additional print per print type for the excess volume. “Print type” refers to black-and-white or color. An under-volume in one print type does not entitle the Client to an offset against another print type.

 

30. Consumables

If the Agreement includes consumables, OXD will supply the Client with cartridges, drums, toners, and developers, which items remain the property of OXD as long as they have not been used. If the Client uses consumables in the Equipment that were not supplied or recommended by OXD, OXD reserves the right to consider the Agreement terminated, without the Client being entitled to a refund of any amounts already paid to OXD.

 

31. Additional costs

• Unless expressly agreed otherwise in writing, the purchase price and/or the installment amount for the Equipment do not include the costs of delivery and return, as well as any costs associated with OXD’s setup of the Equipment in working order and/or installation of the Software, or the costs of any necessary special work, such as hoisting and lifting, rental of temporary facilities, etc. This also applies to the following costs:
• supply of accessories, such as data storage media, donor rolls, fastening and binding materials, printable materials, staples, cables, etc.;
• relocation, moving, reinstallation, and the like, or work resulting therefrom;
• OXD’s performance of tasks set forth in the printing equipment operating instructions provided to the Client, such as daily maintenance, refilling paper, toner, and Customer Replaceable Units (hereinafter: CRUs).

All costs mentioned that are outside the scope will be billed separately to the Client at the rates in effect at that time.

• If the parties agree that the setup and/or installation of the equipment ready for operation will take place outside of OXD’s normal business hours—which are from 8:30 a.m. to 5:00 p.m., Monday through Friday, excluding generally recognized holidays—the associated additional costs will also be billed separately to the Client at the rates then in effect at OXD.

 

32. Directions for Use

If the Client uses data storage media and/or consumables that were not supplied or recommended by OXD, or if there is abnormal or excessive use of the Equipment, the costs of repairs or troubleshooting caused by such use will be billed separately.

 

33. System Software

• The Client may use the system software exclusively on the Equipment. The right of use is non-exclusive. The Client acknowledges that the entire system software consists of knowledge and information that is and remains the property of OXD or the owner of the system software.
• The client agrees to treat the system software as confidential and not to reproduce or destroy the system software, in whole or in part, without OXD's prior written consent.
• The client is responsible for ensuring that the system software provided to him for use is not disclosed to the public or made available to third parties.

 

34. Obligations of the Parties

• The Client shall ensure that the Equipment and Software are used only by qualified personnel and that such personnel strictly follow all reasonable instructions from OXD, such as those regarding the implementation of bug fixes in the Software and/or any technical updates and upgrades to the device. The Client shall also ensure adequate information security and backup procedures.
• The Client is also responsible for providing instructions to users and for their use of the product, regardless of whether those users are under the Client’s authority.
• The Client is obligated to grant OXD’s personnel or third parties designated by OXD access to the location of the Equipment; to provide any data or information that is useful and necessary for the proper performance of the Agreement; to provide all other necessary cooperation, and to make the Equipment available to OXD for maintenance purposes, including the temporary suspension of the Client’s use of the Equipment and/or Software if OXD deems this necessary, as well as to have the Client’s qualified operating personnel on site upon OXD’s request. In the absence of the required cooperation, OXD may suspend or limit maintenance. If OXD performs maintenance services based on data to be provided by the Client, such data shall be prepared by the Client in accordance with the conditions to be set by OXD and shall be provided at the Client’s expense and risk.
• In the event that OXD employees perform work at the Client’s location, the Client shall provide, free of charge, any facilities reasonably requested by those employees. The Client shall indemnify OXD against any claims by third parties, including OXD employees, who, in connection with the performance of the Agreement, suffer damage resulting from the Client’s acts or omissions or from unsafe conditions within the Client’s organization.
• The presence/availability of a network administrator is required for the installation, maintenance, and servicing of any configuration and/or software package included in a network that has been supplied by OXD. The costs associated with the presence/availability of a network administrator shall be borne by the Client, as well as any costs incurred by OXD due to the network administrator’s late arrival and/or absence.
• The client is required to notify OXD in advance if he wishes to make changes to his existing computer/network environment.
• If, in OXD’s opinion, testing the connections between the Equipment and other Equipment or Software is necessary for the maintenance of the Equipment, the Client shall make the relevant other Equipment and Software, as well as the test procedures and data storage media, available to OXD. The Client warrants that it is authorized to make such Equipment and Software available and indemnifies OXD against all claims by third parties arising from such provision and from OXD’s use of the provided Equipment and/or Software in connection with its maintenance.
• The Client warrants that all materials, data, software, procedures, and instructions provided to OXD for the purpose of performing the services are at all times accurate and complete, and that all data storage media provided to OXD comply with OXD’s specifications.
• Without OXD’s prior consent, the Client is not authorized to disclose to third parties any information regarding OXD’s procedures, methods, and techniques and/or the content of the advice or reports provided by OXD. The Client shall not provide such advice or reports to any third party or disclose them in any manner.

 

35. Meter Readings

• If the Client has been provided with printing equipment by OXD, the Client shall provide OXD with a statement of the meter readings no later than the fifth day of the month following the period to which the meter reading relates, as well as a statement of the final meter readings no later than the expiration date of the Agreement. If OXD does not receive the report within the specified period, OXD will reasonably estimate the Client’s usage. The estimate will be based on the contractually agreed-upon print volume, the number of Consumables delivered, and/or the most recent meter readings known to OXD. For this manual processing of meter readings for billing purposes, the Client owes a fee of €20 per configuration per billing period.
• OXD is entitled at all times to verify the accuracy of the meter readings provided by the Client. If it is found that the Client has provided incorrect meter readings or has failed to provide any meter readings, OXD has the right to charge the Client for the costs of the verification.

 

36. TG Remote Services

• If a printing device is connected to the TG, OXD will remotely read the meter readings. The Client hereby declares in writing that it has been informed by OXD of the TG’s specifications. In the event of an interruption in the TG, the Client shall provide the meter readings to OXD in accordance with the provisions of the previous article.
• If a printing device is connected to the TG and the option for automatic notifications to order consumables has been selected, OXD will automatically read and process these notifications. In the event of an interruption in the TG, the Client shall inform OXD of this immediately upon first becoming aware of a notification to order consumables in a printing device, using the means available for that purpose. To this end, the Client shall provide OXD with the service number and the counter reading(s) of the printing device in question.
• The Client is not authorized to disconnect and/or disable the link to the TG without OXD’s permission. Any costs resulting from a disconnection or disablement other than due to a demonstrable Malfunction shall be borne by the Client.
• OXD is entitled at any time to remove, modify, or disable the link to the TG.

 

 

 

Services

(The following provisions apply in addition to the provisions under “General” if the Client purchases additional services from OXD. In the event of any conflict between the provisions under “Services” and those under “General,” the provisions under “Services” shall prevail.)

 

37. Services

• If and to the extent that the Client purchases additional services, under which OXD installs and implements the Equipment supplied by OXD in the Client’s network, OXD will notify the Client of the product specifications prior to performing the services; this document will serve as the basis for the performance of the agreed-upon services.
• OXD will use its best efforts to perform the services with due care. All services provided by OXD outside the scope of the Agreement will be performed on a best-efforts basis, unless and to the extent that the Parties have agreed in writing that the services will be performed on a results-based basis and the relevant result has also been defined with sufficient specificity.
• In the event that, in the Client’s opinion, the services and/or the results of the services do not comply with what was agreed in writing between the Parties and/or do not meet what the Client may reasonably expect from a competent and professionally acting OXD, the Parties shall consult with each other to find a possible solution.
• OXD is not liable for any damages or costs resulting from the use or misuse of access or identification codes or certificates, unless such misuse is the direct result of an act or omission on the part of OXD.
• If the Agreement was entered into with a view to its performance by a specific individual, OXD shall at all times be entitled to replace that individual with one or more other individuals with the same and/or similar qualifications.
• OXD is not obligated to follow the Client’s instructions when performing its services, particularly if such instructions alter or supplement the content or scope of the agreed-upon services. However, if such instructions are followed, the work in question will be compensated in accordance with OXD’s standard rates.

 

 

38. Advisory and Consulting Services

• The duration of a consulting or advisory engagement depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. Unless otherwise agreed in writing, OXD is not obligated to commit to a specific duration for the engagement in advance.
• OXD's services are provided exclusively on OXD's regular business days and during its regular business hours.
• The Client’s use of any advice and/or consulting report issued by OXD is always at the Client’s own risk. The burden of proof that the advisory and consulting services (or the manner in which they are provided) do not comply with what was agreed upon in writing or with what may reasonably be expected of a competent and professionally acting OXD rests entirely with the Client, without prejudice to OXD’s right to provide counterevidence by any means.
• Without OXD’s prior written consent, the Client is not authorized to disclose to any third party OXD’s procedures, methods, and techniques and/or the content of OXD’s advice or reports. The Client shall not provide OXD’s advice or reports to any third party or otherwise make them public.

 

39. Reporting

OXD will periodically inform the Client about the performance of the work in the manner agreed upon in writing. The Client will notify OXD in writing and in advance of any circumstances that are or may be of importance to OXD, such as the method of reporting, the issues to which the Client wishes OXD to pay attention, the Client’s priorities, the availability of the Client’s resources and personnel, and any special facts or circumstances that may not be known to OXD. The Client shall ensure the further dissemination and review of the information provided by OXD within the Client’s organization, assess this information in part on that basis, and inform OXD of the results.

 

40. Billing and Payment

In the absence of an expressly agreed billing schedule, all amounts relating to services provided by OXD are payable on a post-calculation basis in each instance.

 

Software

(The following provisions apply in addition to the provisions under “General” if Software has been made available to the Client. If there are any conflicts between the provisions under “Software” and those under “General,” the provisions under “Software Maintenance” shall prevail.)

 

41. Right of Use and Restrictions on Use

• OXD makes the agreed-upon Software and user documentation available to the Client for use under a license for the duration of the Agreement. The right to use the Software is at all times non-exclusive, non-transferable, and non-pledgeable (as referred to in Article 3:83, paragraph 2 (in conjunction with Article 3:98 of the Dutch Civil Code)) and may not be sublicensed.
• OXD’s obligation to make the Software available and the Client’s right to use it extend exclusively to the so-called object code of the Software. The Client’s right to use the Software does not extend to the source code of the Software. The source code of the Software and the technical documentation created during the development of the Software will not be made available to the Client, even if the Client is willing to pay a fee for it.
• The Client shall at all times strictly comply with the restrictions on the right to use the Software agreed upon by the parties.
• If the parties have agreed that the Software may be used exclusively in conjunction with specific equipment, the Client is entitled, in the event of a malfunction of the Equipment, to use the Software on other equipment with the same specifications for the duration of the malfunction.
• OXD may require that the Client not begin using the Software until the Client has obtained from OXD, its supplier, or the Software’s manufacturer one or more codes necessary for its use. OXD is always entitled to implement technical measures to protect the Software against unauthorized use and/or use in a manner or for purposes other than those agreed upon between the parties. The Client shall never remove or circumvent (or cause to be removed or circumvented) technical measures intended to protect the Software.
• Unless otherwise agreed in writing, the Client may use the Software solely within and for the benefit of its own business or organization and exclusively for its intended (own) use. The Client shall not use the Software for the benefit of third parties, for example in the context of “Software-as-a-Service” (SaaS) or “outsourcing.”
• The Client is never permitted to sell, rent, or dispose of the Software or the media on which the Software is or will be recorded, nor to grant limited rights thereto, nor to make it available to a third party in any manner, for any purpose, or under any title whatsoever. Nor shall the Client grant a third party—whether remotely or otherwise—access to the Software or host the Software with a third party, even if the third party in question uses the Software exclusively for the Client’s benefit.
• Upon request, the Client shall immediately cooperate with any investigation conducted by or on behalf of OXD regarding compliance with the agreed-upon usage restrictions. The Client shall grant access to its premises and systems upon OXD’s first request. OXD shall treat as confidential all confidential business information it obtains from or at the Client’s premises in the course of an investigation, to the extent that such information does not pertain to the use of the Software itself.
• The parties emphasize that the Agreement entered into between them, insofar as it concerns the provision of Software for use, shall never be considered a sales agreement.
• OXD is under no obligation to maintain the Software and/or provide support to the users and/or administrators of the Software. If, notwithstanding the foregoing, OXD is asked to provide maintenance and/or support for the Software, OXD may require the Client to enter into a separate written agreement for that purpose.

 

42. Delivery and Installation

• OXD shall, at its discretion, deliver the Software on the agreed-upon data storage medium or, in the absence of any agreement in this regard, on a data storage medium to be determined by OXD, or make the Software available to the Client online for delivery. Any agreed-upon user documentation will be provided, at OXD’s discretion, in either paper or digital form in a language to be determined by OXD.
• OXD will install the Software at the Client’s premises only if this has been agreed upon. In the absence of any such agreement, the Client shall install, configure, set up, and fine-tune the Software itself and, if necessary, adapt the required equipment and operating environment.

 

43. Acceptance

• If the parties have not agreed that an acceptance test will be performed, the Client accepts the Software in the condition it is in at the time of delivery (“as is”), and therefore with all visible and invisible errors and defects. If the parties have not agreed to an acceptance test, the Software shall be deemed accepted by the Client upon delivery or, if an installation to be performed by OXD has been agreed upon in writing, upon completion of the installation.
• If the parties have agreed to an acceptance test, the provisions of paragraphs 3 through 10 of this article shall apply.
• An error is deemed to exist only if the Client can demonstrate it and if it is reproducible. The Client is required to report errors without delay. OXD has no obligation whatsoever with respect to defects in or related to the Software other than those related to errors as defined in these general terms and conditions.
• During the trial period, the Client is not authorized to use the Software for production or operational purposes. The Client shall conduct the agreed-upon acceptance test using qualified personnel and with sufficient scope and depth, and shall report the test results to OXD in writing, in a clear and understandable manner.
• If an acceptance test has been agreed upon, the Client is obligated to verify whether the delivered Software complies with the functional or technical specifications expressly set forth in writing by OXD and, in the event that the Software consists entirely or partially of custom-developed software, with the functional or technical specifications expressly agreed upon in writing.
• The Software shall be deemed accepted by the parties:
• if the parties have agreed to an acceptance test: on the first day following the test period, or
• if OXD receives a test report as referred to in paragraph 7 before the end of the test period: at the time the errors specified in that test report have been corrected, without prejudice to the presence of errors that, pursuant to paragraph 8, do not preclude acceptance, or
• if the Client uses the Software in any way for production or operational purposes: at the time of such use.
• If, during the agreed-upon acceptance testing, it becomes apparent that the Software contains errors, the Client shall provide OXD with detailed written notification of the errors no later than the last day of the testing period.
• The Client may not withhold acceptance of the Software for reasons unrelated to the specifications expressly agreed upon in writing between the parties, nor may it do so due to the existence of minor errors—that is, errors that do not reasonably prevent the operational or productive use of the Software—without prejudice to OXD’s obligation to correct these minor errors. Furthermore, acceptance may not be withheld due to aspects of the Software that can only be assessed subjectively, such as aesthetic aspects of user interfaces.
• If the Software is delivered and tested in phases and/or components, the non-acceptance of a particular phase and/or component shall not affect the acceptance of an earlier phase and/or another component.
• Acceptance of the Software in any of the ways specified in this article shall have the effect of releasing OXD from its obligations regarding the provision and delivery of the Software and, if OXD has also agreed to install the Software, from its obligations regarding such installation.

 

44. Return Gift

Immediately after the Agreement has terminated, the Client shall return all copies of the Software in its possession to OXD. If it has been agreed that the Client will destroy the relevant copies upon termination of the Agreement, the Client shall immediately notify OXD in writing of such destruction. Upon or after the termination of the Agreement, OXD is under no obligation to provide assistance with regard to any data conversion requested by the Client.

 

45. Royalty Payment

The fee payable by the Client for the right to use the Software is due on the agreed dates (effective as of the date on which the Software license is made available to the Client).

 

46. Changes to the Software

The Client is not authorized to modify the Software, in whole or in part, without OXD’s prior written consent, unless otherwise agreed in writing. OXD is entitled to refuse its consent and/or to impose conditions on its consent. The Client bears the full risk of any modifications made by third parties on behalf of or at the Client’s request—whether or not with OXD’s consent.

 

47. Warranty

• OXD does not warrant that the Software is suitable for its actual and/or intended use. Nor does OXD guarantee that the Software will operate without interruption and/or that all errors will always be corrected.
• OXD will make every effort to correct errors within a reasonable period of time. The correction will be performed free of charge, unless the Software was developed at the Client’s request on a basis other than a fixed price, in which case OXD will charge for the cost of the correction in accordance with its standard rates. OXD may charge for the cost of the correction in accordance with its standard rates in the event of user errors or improper use by the Client, or other causes not attributable to OXD. The obligation to repair shall lapse if the Client makes or causes changes to the Software without OXD’s written consent, which consent shall not be withheld on unreasonable grounds.
• Errors will be corrected at a location and in a manner to be determined by OXD. OXD is entitled to implement temporary solutions, workarounds, or problem-avoidance restrictions in the Software.
• OXD is under no obligation to restore corrupted or lost data and/or to perform data conversion.

 

48. Third-party software from suppliers

• If and to the extent that OXD makes Third-Party Software available to the Client, the (license) terms and conditions of those third parties shall apply with respect to such Third-Party Software, to the exclusion of any provisions in these General Terms and Conditions that conflict with them, provided that OXD has notified the Client of this in writing. The Client accepts the aforementioned third-party terms and conditions. These terms and conditions are available for the Client to review at OXD’s offices, and OXD will send them to the Client free of charge upon request. If and to the extent that the aforementioned third-party terms and conditions are deemed inapplicable or are declared inapplicable in the relationship between the Client and OXD for any reason whatsoever, the provisions of these General Terms and Conditions shall apply in full.
• Maintenance of the Third-Party Software and/or the provision of support to users of the Third-Party Software will, at all times, take place only if and to the extent that the parties have agreed to this in writing in a separate maintenance agreement.

 

 

Utrecht – April 1, 2026