General Terms & Conditions

1. General terms and conditions

1.1 These general terms and conditions of sales are applicable to and are part of all agreements concluded by Coldrift Technologies B.V., located in Emmen, the Netherlands at Kuifmees 10 (7827 BN) registered under chamber of commerce number 64960943 (hereafter: “Coldrift”) as seller and/or licensor of online software products (hereafter: “Products”) and/or various tailor made IT services (hereafter: “Services”).

1.2 Coldrift does not accept any general terms and/or conditions of customer (hereafter: “Customer”), except if and in as far as any condition or conditions have been accepted by Coldrift in writing.

1.3 If Coldrift’s order confirmation contains any conditions which deviate from these general conditions, the condition in Coldrift’s order-confirmation will prevail.

2. Agreement

2.1 All offers and quotations of Coldrift are without obligation and valid until 30 days after the date of being made.

2.2 All online sales and/or services by Coldrift are confirmed by Coldrift in writing (by e-mail), and eventually approved and confirmed by confirmation of the Customer.

2.3 The Customer is also deemed to have accepted Coldrift’s order if he has requested the execution of the order.

2.4 Any (order) confirmation(s) from the Customer which deviates from Coldrift’s order-confirmation, are only binding to Coldrift if Coldrift has accepted such deviations in writing.

3. Price and terms of payment

3.1 The price in Coldrift’s order-confirmation is set fixed and exclusive of VAT.

3.2 All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, either directly or indirectly, shall be paid and borne by Customer.

3.3 Coldrift is entitled to increase the price retroactively if the cost price determining factors have been subject to an increase. Coldrift shall notify Customer of such increase.

3.4 Set-off or retention of payment by the Customer is not allowed, unless Coldrift confirmed in writing that set-off or retention of payment is allowed by Customer.

3.5 Customer shall be deemed to be in default without reminder or notice of default if it fails to effect payments due. Default interests may be charged at an annual rate of 12%.

3.6 In all cases Coldrift’s remains, without any restriction, owner of the Products until the moment that the Customer has fulfilled all commitment(s) and payment(s) in full has been received by Coldrift.

3.7 There are no warranties with the Products and/or Services of Coldrift. When issues arise, Coldrift reserves the right to determine what action should be taken.

4. Dates and delays

4.1 Coldrift shall be released from the agreed dates and periods for the delivery of Products and/or Services to the extent that and as long as circumstances occur, which substantially impede performance. All difficulties, irrespective of their nature, such as shortage of personnel or any similar actions are deemed to be substantial impediments to performance.

4.2 In the event of a substantial impediment to performance under clause 4.1, Coldrift is entitled to rescind the agreement with immediate effect without damages or extend the agreed delivery period by the duration of such impediment and time required to make adjustments or to be able to deliver the Products and/or the Services. If such an extension period will be longer than two weeks, than Customer may rescind the agreement. If continuation of the agreement appears unreasonable for either party before the extension period has expired, that party may rescind or terminate the agreement. Coldrift shall give notice to the Customer of the duration of the extension period.

4.3 In case Customer is in default with any obligation under the agreement with Coldrift, than Coldrift is entitled to postpone delivery by the same number of days as Customer was in arrears in addition to a reasonable period for making appropriate arrangements. Coldrift is also entitled to suspend its own obligations as long as Customer is in default. In case Customer comes subject to bankruptcy law, Coldrift may either suspend any obligations or cancel further deliveries of Products and/or Services; any loss or damages incurred by Customer ’s default is for the account of Customer.

5. Liability

5.1 In case liability of Coldrift is established, such liability is limited to the loss or damage which was foreseeable at the time the agreement was concluded up to a maximum amount equivalent to the amount which will pe paid out by the insurance company of Corldrift. Under no circumstances Coldrift shall be liable to Customer for any other kind of special, incidental, direct or indirect, consequential or punitive damages or loss, cost or expense, including without limitation, damage based upon loss of goodwill, loss of business, loss of sales or profits, work stoppage, production failure, impairment of other products and/or services or otherwise and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation or otherwise.

6. Waiver

6.1 Failure of Coldrift to enforce at any time any provision of these conditions, shall not be construed as a waiver of Coldrift’s rights to act or to enforce any such term or condition.

7. Limitation of action

7.1 No action by Customer shall be brought unless Customer first provides written notice to Coldrift of any claim alleged to exist against Coldrift within thirty (30) days after the event complaint of first becomes known to Customer and an action is commenced by Customer within twelve (12) months after such notice.

8. Governing law and jurisdiction

8.1 All disputes that arise from or in connection with the agreement and further agreements resulting there from, will be subject to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.

8.2 The agreement is solely governed by Dutch law.

8.3 The applicability of the U.N. convention on contracts for the international sale of goods (CISG), concluded in Vienna on the 11th of April 1980, is excluded.

9. Compliance with laws and standards

9.1 Coldrift makes no promise or representation that the Products and/or Services shall conform to any law statute, ordinance, regulation codes or standard (“laws and standards”) unless expressly stated in Coldrift’s confirmation or in the specifications. The Products and/or Services may be subject to requirements or limitations under laws and standards in other countries. Customer shall be exclusively responsibly for:

• (i) ensuring compliance with all laws and standards associated with its intended use of the Products and/or the Services; and
• (ii) obtaining all necessary approvals, permits or clearances for such use.