General Terms and Conditions of Sale

1. General.

Definitions: Sales Agreement: An agreement between OneXillium (seller) and the contracting party (buyer) for the purchase of Products.

Products: Equipment and/or Software. Equipment: Machines for creating, archiving, processing, and/or destroying documents. Software: software that may be embedded in the Equipment provided, installed separately on the contractor’s network, or offered as an additional service.

Purchase Price: the amount in euros charged to the contracting party for each Product.

Delivery: the transportation of the Products to the contractor and their handover to the contractor.

Installation: the installation and connection of the Products by OneXillium.

Implementation: the set of actions and measures necessary to enable the use of the Products.

Training: instructing the contractor’s users on the proper use of the Products. SEPA: Single Euro Payments Area.

2. Terms and Conditions.

These terms and conditions apply to all legal relationships in which OneXillium acts as the seller of Products. The applicability of any general (purchasing) terms and conditions used by the contracting party is expressly excluded. Deviations from these terms and conditions are permitted only in writing.

3. Formation All offers made by OneXillium are non-binding.

An agreement between OneXillium and the contracting party is only concluded after a written agreement has been legally signed by OneXillium and the contracting party. 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.

4. Purchase Price

The purchase price is fixed and is ex-warehouse in Woerden. In addition to the purchase price, the contractor will be charged for the costs of delivery and installation ready for operation. Furthermore, any necessary special work, such as lifting operations, etc., will also be charged. All amounts stated in this purchase agreement are exclusive of VAT.

5. Ownership or Risk of Transfer of Ownership

OneXillium B.V. retains ownership of all equipment delivered and/or to be delivered by it to the contracting party. Even if ownership remains with OneXillium B.V. under this agreement, all costs arising from the imposition of reproduction rights, copyright infringement, etc., shall be borne by the contracting party. The transfer of ownership of the devices from OneXillium B.V. to the contracting party is deemed to take place as soon as and by virtue of OneXillium B.V. receiving full payment of all amounts owed to it by the contracting party pursuant to the purchase agreement and, if applicable, pursuant to the lease agreement terminated upon the purchase, including claims for interest and costs. The Products are at the contractor’s risk from the time of delivery, even if ownership has not yet been transferred.

6. Trade-In

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

7. Rental equipment (on-site).

To the extent that the equipment is sold “in situ,” this means that, upon signing the agreement, the equipment is already installed and operational at the contractor’s premises, based on an existing lease agreement. Once the sale has been 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 was transferred to the contracting party in accordance with Article 4 of these terms and conditions. OneXillium B.V. provides no warranty whatsoever for “in-situ” equipment or its use, whether for visible or hidden defects.

8. Delivery Time

The agreed delivery time is an estimated delivery time. OneXillium B.V. will make reasonable efforts to meet this delivery time. Exceeding this delivery time does not entitle the contracting party to terminate the contract and/or claim damages.

9. Installation and Acceptance.

The Contractor shall ensure that the required technical and spatial facilities, as well as electrical connections, are ready prior to the delivery date. The Contractor 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 Contractor in advance.

By signing the purchase agreement, the Contracting Party confirms that it has been informed by OneXillium of the foregoing. OneXillium is not liable for any delays in delivery or installation. Before accepting delivery, the Contractor shall verify that the Equipment complies with the specifications and is free from damage. By signing the delivery document, the Contractor is deemed to have received the Equipment and to have accepted that the Equipment functions in accordance with the specifications and is free from damage.

10. Relocation of equipment.

As long as OneXillium B.V. retains ownership of the equipment, the contractor is not permitted to move the equipment, not even within the room where OneXillium B.V. has installed it.

11. Payment

Payment by the contracting party must be made within 14 days of the invoice date. If a direct debit authorization is issued, the contracting party shall ensure that there are sufficient funds in the bank account to cover the amount due. If payment is not made on time, the contracting party shall be in default without further notice of default. In that case, the contracting party shall owe interest of 1.5% per month on the entire invoice amount. Offsetting against an alleged claim against OneXillium B.V. is not permitted. OneXillium B.V. may, where appropriate, require the contracting party to provide security for the obligations arising from the purchase agreement before proceeding with delivery. If the purchase agreement is concluded with multiple contracting parties, each of these contracting parties is jointly and severally liable for the obligations arising from the purchase agreement.

12. Liability

The liability of OneXillium and its personnel, including liability for damages caused by persons working on behalf of OneXillium, is limited to damages resulting from death, personal injury, damage resulting from physical damage to the Client’s and third parties’ installations and property, arising during the performance of, and in connection with, the work to be performed pursuant to the Purchase Agreement, and caused by the fault of persons engaged by OneXillium 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, foreseeability with respect to the location, or the extent of the damage. The Contracting Party shall indemnify OneXillium against all claims by third parties in this regard, including claims arising from the Contracting Party’s failure to fulfill, or insufficient fulfillment of, obligations toward third parties, such as, but not limited to, (governmental) regulations.
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.

13. Warranty

OneXillium B.V. will repair or replace, free of charge, any parts of the unit that 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 unit is installed and ready for operation. The warranty applies only within the Netherlands. The warranty is void if maintenance and/or repair work on the equipment was performed by persons not authorized by OneXillium B.V. The provisions of this article do not apply to equipment that was first leased by the contracting party and later purchased.

14. Patent infringement.

If the contractor is sued by a third party for patent infringement, the contractor must immediately notify OneXillium B.V. in writing. The owner of the patent rights will handle the defense in this matter. The contractor grants the owner of the patent rights permission to handle the matter as it sees fit.

Any damages resulting from the contracting party’s failure to notify OneXillium B.V. in writing of the alleged infringement shall be borne by the contracting party.

15. Breach of Contract/Attributable Failure to Perform

If the contracting party fails to fulfill, fails to properly fulfill, or fails to fulfill in a timely manner any obligation under the purchase agreement, OneXillium B.V. shall be entitled to terminate the purchase agreement without prior notice of default. Termination of the purchase agreement shall also terminate any applicable maintenance agreement. Following termination, OneXillium B.V. may regain possession of the equipment without judicial intervention. The costs thereof shall be borne by the contracting party. In such cases, OneXillium B.V. shall not be obligated to pay any compensation to the contracting party. In this context, bankruptcy and a stay of payments shall be deemed a breach attributable to the contracting party.

In the event of termination of the purchase agreement, the Contractor shall grant one or more persons designated by OneXillium B.V. access to the location where the equipment is situated so that it can be transported.

16. Extrajudicial costs.

All costs incurred by OneXillium in exercising and preserving its rights, such as judicial and extrajudicial collection costs, shall be borne by the contracting party. This purchase agreement is governed by Dutch law. This purchase agreement sets forth all rights and obligations of the parties toward each other and supersedes all prior negotiations, commitments, proposals, and correspondence regarding this matter.

Any amendments to this agreement must be agreed upon in writing. Any disputes shall be submitted to the court in the jurisdiction where OneXillium is located, provided that OneXillium is entitled to submit the dispute to the court that would have jurisdiction to hear the dispute even without the foregoing provision.

17. Software

If the Equipment includes Software, the contracting party is not permitted to copy or reproduce such Software in any manner whatsoever. OneXillium shall not be liable in any way for damages resulting from the malfunction or improper use of the Software.

Software packages are sold and delivered by OneXillium as an agent of the respective software manufacturer. The corresponding software licenses are established between the contracting party and the respective licensor. The terms and conditions of the corresponding software licenses—including, among other things, the scope of permitted use—apply in full to the contracting party’s use. The provisions in the associated software licenses regarding applicable warranties and/or liability provisions also remain in effect. OneXillium is in no way liable for any damage resulting from the malfunction or improper use of the Software.

18. Act on the Prevention of Money Laundering and Terrorist Financing (WWFT).

Pursuant to the Act on the Prevention of Money Laundering and Terrorist Financing, OneXillium is required to identify the contracting party. The law stipulates that both the legal entity and the person who actually places the order on behalf of the legal entity must be identified. To this end, the contracting party shall provide:

a clear copy of a recent, valid identification document of the authorized signatory,
a recent certified extract from the contractor's Commercial Register.

Woerden, September 1, 2021