GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT

JBN Security Systems B.V.

1. Definitions and Applicability

1.1 These general terms and conditions apply to all offers, quotations, orders, agreements, deliveries, and other legal relationships in which JBN Security Systems B.V., with its registered office in Almere, hereinafter referred to as “JBN, ” supplies goods and/or services to a business customer.

1.2 JBN supplies exclusively to business customers, including installers, security companies, resellers, online stores, and other businesses. These terms and conditions are not intended for consumers.

1.3 “Customer” means any natural person acting in the course of a profession or business, any legal entity, or any other business party that enters into an agreement with JBN.

1.4 The applicability of the customer’s general terms and conditions is expressly rejected, unless JBN has expressly accepted them in writing in advance.

1.5 Deviations from these terms and conditions are valid only if confirmed in writing by JBN.

1.6 If any provision of these terms and conditions proves to be void or voidable, the remaining provisions shall remain in full force and effect.

2. Offers and Quotations

2.1 All offers, quotations, and price estimates from JBN are non-binding, unless otherwise specified in writing.

2.2 If no validity period is specified, a quotation is valid for a maximum of 30 days.

2.3 Obvious errors, clerical errors, typographical errors, programming errors, and evident pricing or specification errors are not binding on JBN.

2.4 Images, technical data, specifications, colors, dimensions, and performance are indicative, unless JBN has expressly guaranteed them in writing.

2.5 If information provided by the customer proves to be incorrect, incomplete, or subject to change, JBN is entitled to adjust prices, delivery times, and other terms and conditions accordingly.

3. Formation of the Agreement

3.1 A contract is formed as soon as JBN has confirmed an order in writing or electronically, or has fulfilled the order in whole or in part.

3.2 JBN is entitled to refuse orders or to attach additional conditions to the fulfillment of an order.

3.3 JBN may set a credit limit for business customers and may change this limit at any time.

3.4 If past-due invoices remain unpaid or a credit limit has been reached, JBN is entitled to suspend new orders or deliveries until the outstanding amounts have been paid.

3.5 JBN is entitled to refuse orders if delivery would violate laws or regulations, distribution agreements, export restrictions, manufacturer terms, or territorial sales restrictions.

4. Prices

4.1 Unless otherwise indicated, all of JBN’s prices are in euros and exclude VAT, shipping costs, taxes, and other additional charges.

4.2 JBN is entitled to adjust prices if, after the agreement is concluded, factors affecting cost prices change, including purchase prices, exchange rates, transportation costs, import duties, taxes, or price changes by manufacturers or suppliers.

4.3 Prices and technical specifications are subject to change without prior notice.

4.4 No rights may be derived from suggested retail prices, previous sales prices, or comparative prices.

4.5 The price in effect at the time JBN accepts the order shall prevail, except in the case of obvious errors.

5. Delivery and Delivery Times

5.1 Delivery times specified by JBN are indicative and do not constitute a strict deadline, unless otherwise agreed in writing.

5.2 Exceeding an indicative delivery time does not entitle the customer to compensation, suspension, or cancellation.

5.3 JBN is entitled to deliver an order in partial shipments and to invoice each partial shipment separately.

5.4 Backorders will be delivered as soon as the relevant goods are available, unless otherwise agreed.

5.5 If a product is not available or is no longer available, JBN may, in consultation with the customer, offer a technically equivalent or better alternative.

5.6 If the customer refuses to accept a delivery or fails to provide sufficient information for delivery, JBN is entitled to charge for the resulting costs.

6. Shipping and Risk

6.1 Shipping is carried out by a carrier selected by JBN, unless otherwise agreed in writing.

6.2 The risk of loss, damage, or destruction of the goods passes to the customer as soon as the goods have been delivered to the agreed-upon delivery address.

6.3 In the case of pickup, the risk passes as soon as JBN has made the goods available to the customer or the customer’s carrier.

6.4 The customer must inspect the goods immediately upon receipt to verify quantities, visible damage, and the accuracy of the delivery.

6.5 Visible transport damage must, where possible, be reported immediately to the carrier and documented with photographs.

7. Inspection of the Delivery and Complaints

7.1 The customer must inspect every delivery immediately upon receipt.

7.2 Missing goods, incorrectly delivered goods, and visible damage must be reported to JBN in writing within 3 business days of receipt.

7.3 If no complaint is filed within this period, the delivery shall be deemed to have been received correctly with respect to quantities and visible defects, to the extent permitted by law.

7.4 Filing a complaint does not suspend the customer’s obligation to pay.

8. Product Selection, Installation, and Configuration

8.1 Unless otherwise agreed in writing, JBN delivers goods without installation or commissioning.

8.2 As a professional party, the customer is solely responsible for the correct product selection, sizing, installation, assembly, configuration, and programming.

8.3 The customer is responsible for providing a suitable technical infrastructure, including the network, cabling, power supply, internet connection, mobile connection, cloud environment, and other peripheral equipment.

8.4 JBN is not liable for malfunctions or defects caused by incorrect installation, configuration, or programming; faulty cabling; insufficient network capacity; or incompatible equipment.

8.5 Technical advice provided by JBN is given to the best of its knowledge, but does not relieve the professional customer of the obligation to independently assess whether a product is suitable for the intended application.

9. Software, Firmware, Cloud, and External Services

9.1 Some products supplied by JBN use software, firmware, apps, cloud platforms, mobile networks, or services provided by manufacturers and third parties.

9.2 JBN cannot guarantee the continued availability, operation, or compatibility of such external services.

9.3 Changes to software, firmware, apps, APIs, cloud functionalities, licensing models, or services provided by manufacturers and third parties are beyond JBN’s control.

9.4 Temporary or permanent outages of internet connections, mobile networks, cloud platforms, or third-party services do not entitle the customer to compensation from JBN, except in cases of willful misconduct or gross negligence on the part of JBN.

9.5 The customer is solely responsible for the secure management of passwords, accounts, user rights, and other security settings.

10. Warranty

10.1 JBN warrants that the delivered products will comply with the agreed-upon specifications upon delivery.

10.2 The warranty period may vary by manufacturer, brand, product group, or product. The warranty period specified by JBN or the manufacturer applies.

10.3 Warranty claims will be processed only if the relevant delivery can be identified based on invoice or order details.

10.4 JBN will determine, in part based on the manufacturer’s terms and conditions, whether a valid warranty claim will be resolved through:

• repair;
• replacement;
• delivery of an equivalent product;
• a full or partial credit.

10.5 The warranty is void if a defect is caused, in whole or in part, by:

• incorrect installation or configuration;
• incorrect or improper use;
• mechanical damage;
• moisture or water damage outside the specified specifications;
• lightning strike or power surge;
• defective power supply;
• use outside the permitted environmental conditions;
• unauthorized repairs or modifications;
• use contrary to the manufacturer’s instructions.

10.6 Normal wear and tear and normal capacity degradation of components such as rechargeable and non-rechargeable batteries are not covered by the warranty, unless there is a demonstrable product or manufacturing defect.

10.7 For hard drives, memory cards, rechargeable batteries, batteries, and other components subject to specific manufacturer terms and conditions, those terms and conditions apply.

10.8 Configuration, programming, reinstallation, or restoration of settings is not covered by the product warranty, unless there is a demonstrable product defect.

11. RMA and Repairs

11.1 Products will only be processed for inspection, repair, or warranty service after an RMA request has been created and approved.

11.2 The RMA number provided must be clearly indicated on the return shipment.

11.3 The goods must be received by JBN within 7 days of the RMA number being issued, unless otherwise agreed.

11.4 After this period expires, the RMA number may become invalid, and a new RMA request must be submitted.

11.5 The customer is responsible for properly packaging returned products. If necessary, a suitable outer box with sufficient protective packaging material must be used.

11.6 The risk associated with return shipping to JBN lies with the customer.

11.7 If, upon inspection, no defect is found or the defect is not covered by the warranty, JBN may charge for inspection, handling, repair, and shipping costs.

11.8 A replacement product during the repair period will be provided only if this has been agreed to in writing in advance.

12. Returns and Incorrectly Ordered Products

12.1 Because JBN supplies exclusively to businesses, no statutory consumer right of withdrawal applies.

12.2 Returns of correctly delivered but incorrectly ordered goods are permitted only with JBN’s prior approval.

12.3 A return request must be submitted no later than 14 days after the invoice date.

12.4 Returned products must:

• be unused;
• be complete;
• be in their original packaging;
• include all accessories and documentation;
• be returned without damage, stickers, markings, or labels.

12.5 JBN may refuse products whose packaging has been opened, whose seal has been broken, whose packaging is damaged, or that show signs of use.

12.6 Specially ordered items, custom-made products, and goods that JBN has purchased specifically for the customer will not be accepted for return, unless otherwise agreed in writing.

12.7 If JBN accepts the return of incorrectly ordered goods, JBN will charge a 15% restocking fee.

12.8 The costs and risk of return shipping are the responsibility of the customer.

12.9 Once the return shipment has been approved, the remaining amount will be credited. JBN may process the credit as a balance in the business account.

13. Retention of Title

13.1 All goods delivered by JBN remain the property of JBN until all amounts due for them have been paid in full.

13.2 As long as ownership has not been transferred, the customer may not pledge the goods or otherwise provide them as security to third parties.

13.3 Resale in the course of the customer’s normal business operations remains permitted as long as the customer fulfills its payment obligations to JBN.

13.4 If the buyer fails to meet its payment obligations, JBN is entitled to repossess the goods delivered under retention of title.

13.5 The buyer must immediately notify JBN if third parties attach goods that are still owned by JBN or seek to assert rights thereto.

14. Payment

14.1 Payment shall be made exclusively upon receipt of an invoice.

14.2 All invoices from JBN must be paid within 30 days of the invoice date.

14.3 Payment must be made in full and without suspension, deduction, or set-off, unless JBN has confirmed otherwise in writing.

14.4 If an invoice is not paid in full within 30 days of the invoice date, the customer shall be in default by operation of law as of the due date, to the extent permitted by law.

14.5 As of the due date, the customer shall owe the applicable statutory commercial interest on the outstanding amount.

14.6 All reasonable extrajudicial and judicial collection costs incurred by JBN to obtain payment shall be borne by the customer, to the extent permitted by law.

14.7 If one or more overdue invoices remain unpaid, JBN is entitled to immediately suspend further deliveries and orders.

14.8 JBN is also entitled to reduce or revoke the customer’s credit limit if payments are not made on time.

14.9 All outstanding claims of JBN become immediately due and payable if:

• the customer files for bankruptcy or is declared bankrupt;
• a stay of payments is requested;
• a substantial portion of the customer’s assets is seized;
• the business is terminated or liquidated;
• the customer ceases its business operations;
• JBN has reasonable grounds to fear that the customer will not fulfill its payment obligations.

15. Suspension and Termination

15.1 JBN is entitled to suspend the fulfillment of orders and deliveries if the customer fails to meet its payment or other obligations in a timely manner.

15.2 If the customer continues to fail to meet its obligations after receiving a notice of default, JBN is entitled to terminate the agreement in whole or in part, to the extent permitted by law.

15.3 Payment for goods already delivered and work already performed remains due in full.

15.4 Suspension or termination due to a breach by the customer does not entitle the customer to compensation.

16. Force Majeure

16.1 JBN is not obligated to fulfill its obligations if fulfillment is temporarily or permanently impossible or unreasonably onerous due to circumstances beyond JBN’s reasonable control.

16.2 Force majeure includes, among other things:

• war and terrorism;
• civil unrest;
• natural disasters;
• extreme weather conditions;
• pandemics and epidemics;
• fire;
• power outages;
• Internet and communication outages;
• cyberattacks;
• strikes;
• transportation problems;
• shortages of raw materials or components;
• production problems;
• import and export restrictions;
• government measures;
• failure to deliver or late delivery by manufacturers or suppliers;
• disruptions affecting carriers, telecommunications providers, data centers, or cloud platforms.

16.3 During a force majeure event, JBN’s obligations are suspended.

16.4 If the force majeure continues for more than 60 days, both parties may terminate the portion of the agreement that has not yet been performed in writing, without any right to compensation.

17. Liability

17.1 JBN is liable only for direct damages that are the direct result of a failure attributable to JBN.

17.2 To the extent permitted by law, JBN is not liable for indirect damages, including:

• consequential damages;
• loss of revenue or profits;
• lost savings;
• loss of data;
• business interruption;
• reputational damage;
• lost orders;
• damages resulting from temporary outages of security, network, internet, cloud, or communications systems.

17.3 JBN’s liability is limited to a maximum of the invoice amount for the delivery or service to which the liability relates.

17.4 If JBN’s liability insurance provides coverage and pays out a higher amount, liability is limited to the amount actually paid out by the insurer.

17.5 JBN is not liable for damages resulting from:

• incorrect installation;
• incorrect configuration or programming;
• incorrect product selection;
• insufficient maintenance;
• use outside the product specifications;
• disruptions in internet, network, 4G/5G, or cloud connections;
• changes or malfunctions in manufacturers’ software or services;
• unauthorized access due to insufficiently secured accounts or passwords.

17.6 These limitations of liability do not apply in cases of willful misconduct or gross negligence on the part of JBN’s management.

18. Indemnification

18.1 The customer shall indemnify JBN against claims by third parties arising from the installation, use, or application of products supplied by JBN, to the extent that the cause thereof lies outside JBN’s responsibility.

18.2 The customer is solely responsible for complying with applicable laws and regulations regarding the installation and use of security systems, including privacy and surveillance camera laws.

19. Intellectual Property

19.1 All intellectual property rights to texts, images, documentation, drawings, designs, quotations, calculations, and other materials developed by JBN itself remain the property of JBN.

19.2 These materials may not be reproduced, published, or used commercially without JBN’s prior written consent.

19.3 Trademarks, software, images, documentation, and other materials from manufacturers remain the property of the respective rights holder.

19.4 The sale of a product does not constitute a transfer of intellectual property rights to software, firmware, or other protected works.

20. Product Information and Compatibility

20.1 JBN takes care to provide accurate product information but relies in part on data provided by manufacturers and suppliers.

20.2 Manufacturers may change technical specifications, firmware, software functionality, packaging, and product design without prior notice.

20.3 Non-functional deviations that do not substantially limit the normal professional use of the product do not entitle the customer to compensation or termination of the contract.

20.4 The customer is solely responsible for verifying compatibility with existing systems, unless JBN has expressly guaranteed specific compatibility in writing.

21. Privacy and Data

21.1 JBN processes business and personal data in accordance with applicable privacy laws and JBN’s privacy policy.

21.2 If products use apps, cloud platforms, or servers from manufacturers or third parties, the terms and conditions and privacy policies of those parties also apply.

22. Amendments to the Terms and Conditions

22.1 JBN is entitled to amend these general terms and conditions.

22.2 The terms and conditions made available to the customer before or at the time the agreement is entered into apply to that agreement.

22.3 An amended version applies to new orders as of the date on which these new terms and conditions take effect.

23. Governing Law and Disputes

23.1 All offers, orders, agreements, and other legal relationships between JBN and the customer are governed exclusively by Dutch law.

23.2 The applicability of the Vienna Sales Convention (CISG) is excluded, unless otherwise agreed in writing.

23.3 To the extent permitted by law, disputes shall be submitted to the competent court in the Midden-Nederland judicial district.

23.4 The parties shall first endeavor to resolve any dispute through mutual consultation before initiating legal proceedings.

JBN Security Systems B.V.
Almere, Netherlands