General Terms and Conditions of Delivery, Payment, and Software Licensing

Schleifenbauer Products B.V.

General 

1.1. These general terms and conditions apply to all agreements in which Schleifenbauer Products B.V., located at Het Sterrenbeeld 52, 5215 ML ‘s-Hertogenbosch, the Netherlands, acts as the seller.

1.2. Wherever these conditions mention “seller”, resellers are also included.

Applicability 

2.1. These general terms and conditions apply to all agreements, whether oral or written, between the seller and the buyer.

2.2. In case of discrepancies between translations, the original Dutch version shall always prevail.

2.3. Deviations from these conditions are only valid if agreed upon in writing.

2.4. When these conditions are amended, the amended version applies to all subsequent agreements.

2.5. Should any provision be null or void, the remaining provisions shall remain fully in force.

Formation of the Agreement 

3.1. All offers made by the seller are non-binding.

3.2. Orders and modifications are only binding if confirmed in writing by the seller.

3.3. In the event of unforeseen circumstances, the seller is entitled to suspend delivery until performance becomes possible.

Prices, Payment, and Retention of Title 

4.1. All prices are exclusive of VAT, levies, transport, and delivery costs.

4.2. The seller may adjust prices, except for orders already accepted with a fixed delivery date.

4.3. Payment must be made prior to or upon delivery. If invoiced, the payment term shall not exceed 30 days.

4.4. If payment is not made within the agreed period, the buyer shall be in default and owe interest at 3% above the statutory commercial interest rate.

4.5. In the case of joint orders, all buyers are jointly and severally liable.

4.6. Disputes regarding invoices must be notified in writing within 30 days.

4.7. All collection costs are for the buyer’s account, with a minimum of €150.00.

4.8. The seller may suspend deliveries in the event of payment default.

4.9. Ownership of delivered goods remains with the seller until full payment has been received.

Delivery and Transport 

5.1. The seller will endeavour to deliver on the agreed date but accepts no liability for delays.

5.2. Delivery is deemed to have occurred at the moment the goods are handed over to the carrier.

5.3. Transport costs and risks are entirely for the buyer.

5.4. The buyer is responsible for insuring the goods during transport.

Warranty and Limitation of Liability 

6.1. The seller guarantees that delivered goods are free from material and manufacturing defects.

6.2. Warranty only applies when used in accordance with manuals and safety instructions.

6.3. The warranty period is 24 months, unless otherwise agreed in writing.

6.4. Any defects must be reported immediately in writing.

6.5. The warranty is limited to repair, adjustment, or replacement, at the seller’s discretion.

6.6. The seller is not liable for indirect damages, including data loss.

6.7. Liability is limited to the amount paid out by the liability insurer.

6.8. Warranty lapses in the event of unauthorised repairs or modifications by the buyer or third parties.

Complaints 

7.1. Complaints regarding delivery must be reported in writing within 30 days.

Termination 

8.1. Both seller and buyer may terminate an agreement of indefinite duration.

Intellectual Property and Confidentiality 

9.1. All intellectual property rights on delivered goods remain with the seller.

9.2. Parties are obliged to maintain confidentiality regarding all information arising from the agreement.

Applicable Law 

10.1. Only Dutch law applies to all agreements.

10.2. Disputes will be submitted exclusively to the competent court in ‘s-Hertogenbosch, the Netherlands.

Software Licence Terms for DCEM Software EnerTree Platform & EnerTree Lite

11.1. Definitions

• Software: The DCEM Software “EnerTree Platform (PDU 5.0 with Gateway Module)” and “EnerTree Lite (PDU 5.0 with Controller Module)”, including all associated applications, updates, and documentation.
• User: The customer receiving the Software in combination with Schleifenbauer hardware.

11.2. Licence Grant

• A non-exclusive, non-transferable, and revocable licence is granted to use the Software solely in conjunction with Schleifenbauer products.
• Sub-licensing, copying, modifying, or reverse engineering is prohibited without written consent.

11.3. Permitted Use

• For internal business use only.
• Abuse may result in immediate revocation of the licence.

11.4. Intellectual Property

• All rights to the Software remain the property of Schleifenbauer.

11.5. Support and Updates

• Updates may be provided at the seller’s discretion via https://www.schleifenbauer.eu/en/support/.
• No guarantees are given regarding the availability or performance of future updates.

11.5.1. Perpetual Licence for Current Functionalities

• The User is granted a perpetual, royalty-free licence to use the Software functionalities as provided at the time of delivery. Future updates, improvements, or new features related to the existing functionalities may be provided at Schleifenbauer’s discretion and without obligation.

11.5.2. Separate Licensing for New Features

• Schleifenbauer reserves the right to develop and offer additional or enhanced functionalities, modules, or services in the future. Some of these future features may be offered free of charge and included under the original perpetual licence. Others may be subject to separate licensing terms and fees.

11.6. Disclaimer and Limitation of Liability

• The Software is provided “as is”, without any guarantees.
• Schleifenbauer is not liable for direct or indirect damages resulting from the use of the Software.
• Total liability is limited to the amount paid for the associated hardware.

11.7. Data Security and Privacy

• The User is responsible for data security and backup.
• Schleifenbauer accepts no liability for data loss or security incidents.

11.8. Termination

• Schleifenbauer may terminate the licence immediately upon breach of terms.
• Upon termination, all use must cease and the Software must be removed.

11.9. Applicable Law and Jurisdiction

• This licence agreement is governed exclusively by Dutch law.
• Disputes shall be settled by the competent court in ‘s-Hertogenbosch, the Netherlands.

Force Majeure 

12.1. Schleifenbauer is not liable for failures to perform obligations resulting from force majeure, including but not limited to natural disasters, war, terrorism, pandemics, cyberattacks, energy supply failures, transport problems, or other unforeseen circumstances.

12.2. In the event of force majeure, Schleifenbauer may suspend obligations or terminate the agreement in whole or in part without liability.

Amendment of Conditions 

13.1. Schleifenbauer reserves the right to amend these terms and conditions.

13.2. Amendments shall be announced in writing or via the website and shall take effect upon announcement unless otherwise stated.

Final Provision 

14.1. If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions shall remain fully effective. The parties shall consult to replace the invalid provision with a valid one that best approximates the original intent.

Disclaimer Schleifenbauer Products B.V. reserves the right to amend these terms and conditions. The most up-to-date version is available at www.schleifenbauer.eu.