General Terms and Conditions of Bechtle
Release date: April 2, 2024
These are the general terms and conditions of Bechtle NV/SA, Bechtle direct NV/SA and Bechtle Group BE Public NV/SA, hereinafter referred to as "Bechtle". Bechtle provides a wide range of ICT goods and services including but not limited to: software, hardware, management, repairs, maintenance, IT support, cloud and hosting services, consulting, recycling services and web shop services.
These general terms and conditions are divided into several chapters. Chapter 1 contains general provisions applicable to all goods and services provided by Bechtle, including Software. Chapters 2 through 5 contain specific provisions applicable only to the provision of certain types of goods and services.
General conditions:
Chapter 3. Delivery of Software
Chapter 4. Hosting and cloud services
Chapter 1. General Provisions.
The provisions contained in this "General Provisions" section relate to all Goods and Services provided by Bechtle and apply to any Agreement between Bechtle and the Customer.
Article 1. Definitions.
All capitalized terms in these general terms and conditions, whether singular or plural, shall have the meaning given to them in this article.
1.1.
Account: the personal account of Customer or an End User with which he or she gains access to (parts of) the Goods or Services.
1.2.
Customer: the legal entity or natural person acting in the exercise of a profession or business with whom Bechtle concludes an Agreement.
1.3.
Service(s): the services provided by Bechtle to the Customer, as defined in the Agreement.
1.4.
End User: the natural person who uses the Goods or Services provided by Bechtle for the benefit of the Buyer.
1.5.
Hardware: the equipment (including any associated cabling and other accessories) provided by Bechtle to the Customer, as defined in the Agreement.
1.6.
Intellectual Property Rights: all rights of intellectual, industrial and other property including but not limited to copyrights, database rights, rights to domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.7.
Customer Data: all data stored by Customer or End Users through the Goods or Services.
1.8.
Materials: all websites, software, (web) applications, house styles, logos, leaflets, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the mind, as well as preparatory material thereof and the data carriers on which the materials are located.
1.9.
Maintenance: carrying out or having carried out repairs, taking precautionary measures and checking the Goods and Services preventively or otherwise, if and to the extent specified in the Agreement.
1.10.
Agreement: the agreement between Bechtle and the Customer pursuant to which Bechtle will provide the Goods or Services to the Customer and of which these General Terms and Conditions, including any (subsequent) processing agreement and service level agreement concluded between the Parties, form an inseparable part.
1.11.
Party(ies): Bechtle and Customer together or separately.
1.12.
Good(s): all goods (material objects) delivered by Bechtle to the Customer, which may also include Hardware, as defined in the Agreement.
1.13.
Residuals: Information in non-tangible form that may be mentally retained by employees who became aware of it as part of the performance of the Agreement.
1.14.
Software: software provided by Bechtle to the Customer pursuant to the Agreement.
1.15.
Support: providing oral (telephone) and written advice regarding the use and operation of the Goods and Services.
1.16.
Confidential Information means all non-public information that is related to one or both Parties and information that a Party indicates is confidential or that, by its nature or under the circumstances under which disclosure occurs, should already be treated as confidential. Confidential Information includes commercial, financial, operational information related to Bechtle's business, know-how, trade secrets, information relating to customers or suppliers and any other information with commercial value or for which a Party takes reasonable measures to keep secret.
1.17.
Webshop(s): the webshop set up and hosted (personally) by Bechtle for the Buyer, accessible via the Internet or via a link with the Buyer's system, in which the Buyer (or its End Users) can directly purchase Goods and, if applicable, Software from Bechtle.
Article 2. Applicability and interpretation.
2.1.
the General Terms and Conditions apply to all offers and quotations of Bechtle, the performance of work by or on behalf of Bechtle and all Agreements.
2.2.
The applicability of any purchase or other conditions of the Customer is expressly excluded. Any deviation from these General Terms and Conditions must be expressly confirmed by Bechtle in writing and will only apply once.
2.3.
The Agreement may consist of several documents. In case of contradictions, the order of precedence indicated below shall apply (whereby the previously mentioned documents take precedence over the later ones):
a) any other written agreements made between the Parties;
b) the approved quotation or offer;
c) any service level agreement entered into between the Parties;
d) any processing agreement entered into between the Parties;
e) Any service description documents associated with the Service.
f) these general conditions.
2.4.
In case of contradictions between the chapters of these general terms and conditions, the special provisions in the respective chapters 2 through 5 shall prevail over the general provisions of chapter 1.
2.5.
Insofar as the various parts of the Agreement do not contain any contradictions, they apply in addition to each other.
Article 3. Establishment of the Agreement.
3.1.
The Agreement comes into effect at the moment of dispatch of Bechtle's written confirmation of the work after receipt of the Customer's acceptance of an offer or quotation. If there has been no prior written acceptance or confirmation of an order, the Agreement comes into effect by Bechtle complying in full or in part with a request for delivery from the Customer, or by Bechtle sending an invoice to the Customer. Offers made by Bechtle in catalogs, brochures, price lists, webshop, etc. do not constitute an offer to contract on the part of Bechtle, but are merely an invitation to the Buyer to place an order. Bechtle is not obliged to accept this order. Bechtle therefore reserves the right to refuse orders without giving reasons.
3.2.
All quotations and offers of Bechtle are without obligation and valid for a period of thirty (30) calendar days after the date. If the Customer accepts an offer or quotation after the expiry of the validity period and Bechtle explicitly confirms this acceptance in writing, an Agreement is also concluded.
3.3.
If Bechtle has made an offer based on information provided by the Customer and this information turns out to be incorrect or incomplete, Bechtle has the right to dissolve or terminate the Agreement, or to adjust the offer and prices accordingly, even after an Agreement has been concluded and without compensating the Customer.
3.4.
If the Customer does not formally accept Bechtle's offer, but nevertheless creates that impression (for example, by having Bechtle perform certain work in advance), the offer is also deemed to have been accepted by the Customer.
3.5.
Bechtle is not obliged to accept a counter-offer from the Customer, even if such counter-offer relates to subordinate aspects of Bechtle's offer.
3.6.
The Agreement contains a complete representation of the rights and obligations of the Parties and supersedes all prior written and oral agreements, statements, representations and conduct of the Parties
Article 4. Execution of the Agreement.
4.1.
After establishment of the Agreement, Bechtle will make every effort to execute the Agreement within the agreed timeframe, or within a reasonable timeframe if no timeframe has been agreed. (Delivery) periods and deadlines announced by Bechtle are indicative and are not binding, unless the Parties expressly agree otherwise. Exceeding the stated (delivery) deadlines does not entitle the Buyer to cancel the order or to refuse receipt or payment of the Goods or Services ordered, nor does it oblige Bechtle to pay any compensation to the Buyer.
4.2.
Bechtle is entitled to engage third parties for the execution of the Agreement. Any related costs will only be borne by the Customer if agreed in advance.
4.3.
At Bechtle's request, the Customer will provide all reasonable cooperation and provide all information and Materials that Bechtle indicates are required for performance of the Agreement. Such cooperation may include providing access to necessary accounts, digital environments and physical locations.
4.4.
The Customer will follow all reasonable instructions given by Bechtle in the context of execution of the Agreement.
4.5.
If Goods are not delivered within 48 hours of the scheduled delivery date, the Customer shall immediately notify Bechtle. Later notification shall not be admissible if a proof of delivery ("POD") exists.
Article 5. Additional work.
5.1.
If the Customer requests additional work or services outside the scope of the Agreement, or requests additional work, the Parties will consult about this and Bechtle may make an additional offer for this. Bechtle will only carry out the additional work after acceptance of the offer by the Customer. Bechtle has the right to refuse a request for additional work.
5.2.
For additional work which Bechtle can demonstrate is reasonably necessary for the execution of the Agreement, or for additional work which reasonably results from instructions from the Customer, Bechtle does not require permission. Such work will be performed on a subsequent costing basis at Bechtle's hourly rate applicable at the time the work is performed. Other costs incurred may also be charged.
Article 6. Third-party goods or services.
6.1.
The Buyer grants Bechtle power of attorney to place orders for Goods or Services from third parties in the name and for the account of the Buyer if this is necessary for the performance of the Agreement. Unless otherwise agreed, the related agreements shall apply directly between the Buyer and the third party in question.
6.2.
Additional or different terms and conditions may apply to the use of the Goods or Services of third parties. These terms and conditions are available on request from Bechtle. The Customer agrees in advance to these terms and conditions and is aware that the terms and conditions may be amended in the interim.
6.3.
Invoicing of the Goods and Services of third parties can take place either through Bechtle or directly to the Buyer. If invoicing is done via Bechtle, the Buyer is not permitted to suspend any payment obligation due to default by the third party in question.
6.4.
Bechtle is in no case liable with respect to Goods and Services provided by third parties.
Article 7. Support.
7.1.
Bechtle provides Support upon delivery of the Service as stated in the Agreement, possibly supplemented by a service level agreement.
7.2.
Bechtle may place restrictions on the use of the forms of Support offered. In addition, Bechtle is free to determine and/or change availability and response times of the Support, unless otherwise agreed.
7.3.
Further and additional agreements on (different) availability of (telephone) Support and response times will, if agreed by Parties, be recorded in a service level agreement.
7.4.
Restoration of damaged or lost (Customer) data of the Customer (if and to the extent possible), does not fall under the Support as referred to in this article and will be performed on a post-calculation basis at the hourly rates applicable at the time.
Article 8. Maintenance.
8.1.
Only if the Parties expressly agree so will Bechtle perform Services in the area of Maintenance and repairs for the Customer.
8.2.
If Hardware is (temporarily) unavailable to the Customer in the context of Maintenance or repair and/or Bechtle has custody of the Hardware, the Customer is not entitled to replacement Hardware unless and insofar as different arrangements have been made between the Parties
8.3.
Bechtle is not responsible and liable for loss of any data as a result of Maintenance or repairs. The Customer is responsible for making its own backups and backup copies of such data, unless the Parties expressly agree otherwise in writing.
8.4.
The Customer is at all times responsible for timely reporting observed errors in that which Bechtle is to manage or Maintain for the Customer under the Agreement. Bechtle will make every effort to solve any observed or reported errors as soon as possible. Any further (performance) agreements in this respect can be laid down in a separate service level agreement to be concluded.
8.5.
The costs for Maintenance do not include costs incurred by Bechtle in the context of reinstallation, transport of the Hardware, replacement of consumables and parts of Hardware and work as a result thereof. Bechtle is entitled to charge these costs separately to the Customer.
8.6.
If it appears that Bechtle must perform Maintenance or work as a result of or related to user errors by the Customer, improper use by the Customer, failure by the Customer to report faults in a timely manner, external factors and applications and actions of third parties, Bechtle may charge an additional fee to the Customer.
8.7.
In the event that the Customer, after collection and inspection of Equipment by Bechtle, waives a repair, Bechtle will return the Equipment unrepaired. Bechtle is entitled to charge costs incurred such as return, collection and inspection costs to the Customer.
Article 9. Secrecy.
9.1.
Bechtle and the Customer will keep Confidential Information of the other Party strictly confidential and will only use it for the execution of the Agreement. If the Parties concluded a Confidentiality Agreement, it will take precedence over the provisions in these General Terms and Conditions in the event of contradictions.
9.2.
The receiving Party shall ensure that Confidential Information receives the same level of protection from unauthorized access or use as its own Confidential Information, but at least a reasonable level of protection.
9.3.
The parties shall also impose the obligations described in this article on employees and any engaged third parties to whom the Confidential Information is provided
9.4.
The obligations set forth in this article do not apply in the case of information that:
a) is or becomes generally accessible to the public through causes other than disclosure by the receiving Party in violation of the Agreement;
b) was already in possession of the receiving Party before it was disclosed to it by or on behalf of the providing Party;
c) is made available to the receiving Party on a non-confidential and lawful basis by a source other than the providing Party.
9.5.
If a Party receives an order to release Confidential Information from a competent authority, it shall have the right to release. However, the issuing Party shall be informed of this obligation to disclose no later than three (3) calendar days after becoming aware of the order.
9.6.
The Parties remain bound by the confidentiality obligations in these Terms and Conditions during the Agreement and for five (5) years after its termination. The confidentiality of Residuals shall remain guaranteed until seventy (70) years after the termination of the Agreement. In case of breach of the obligations in this Article, the Customer shall be liable for liquidated damages of 25,000.00 euros.
Article 10. Prices and Payments.
10.1.
All prices quoted by Bechtle are in euros and exclusive of sales tax and other government levies, travel and accommodation expenses, telecommunication costs and shipping costs such as courier costs, postage and shipping materials.
10.2.
Bechtle has the right to pass on to the Customer any change in the objective factors affecting Bechtle's price, including purchase prices, exchange rates, import and export duties, insurance rates, freight rates, other duties or taxes.
10.3.
All prices stated in catalogs and on the website are subject to price changes.
10.4.
Bechtle is entitled to invoice in advance and electronically. All invoices must be paid within thirty (30) calendar rdays of the invoice date, unless otherwise agreed in writing.
10.5.
Prices may be increased by Bechtle in the interim with immediate effect due to changed rates of suppliers for Goods or Services which will be passed on to the Buyer on a pro rata basis, without the possibility for the Buyer to terminate the Agreement.
10.6.
If Bechtle increases prices outside the cases described in this article, the Customer is entitled to terminate the Agreement in writing by and no later than the date on which the price increase takes effect.
10.7.
The Customer is not entitled to set off any payment obligation owed to the Customer against any claim against Bechtle on any account whatsoever.
10.8.
Complaints regarding the amount of the invoices sent by Bechtle must be reported in writing within a maximum of 72 hours after the invoice date, which period shall be deemed to be the expiry period.
10.9.
If the Buyer fails to pay an invoice within the payment period, the Buyer will be in default by operation of law, without a prior reminder or notice of default being required. In such a case Bechtle is entitled to charge interest on the amount in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions from the invoice date until the date of full payment, as well as a fixed compensation for extrajudicial collection costs, estimated at 10% of the invoice amount.
10.10.
Late or incomplete payment of an invoice by the due date shall cause all outstanding invoices, even if not yet due, to become immediately payable.
10.11.
Bechtle is at all times entitled, before delivering its Services and/or Goods, or continuing with the delivery, to require sufficient advance payment or security for the fulfilment of the Customer's payment obligations, whether or not in the form of a bank guarantee, surety or deposit, whereby Bechtle is entitled to suspend further deliveries if the Customer does not comply with this requirement, also in case a fixed delivery time has been agreed, all this without prejudice to Bechtle's right to claim compensation for late c.or non-execution of the Agreement.
10.12.
If Bechtle has good reason to fear that the Customer will fail to comply with its (payment) obligations, Bechtle will be entitled to take back the Goods delivered subject to retention of title as referred to in article 20.9 of these General Terms and Conditions. In that respect, the Buyer will grant Bechtle free access to its premises and/or building in order to enable Bechtle to exercise its rights. After repossession, the Buyer will be credited for the market value less the reasonable costs of repossession, which will in no case be higher than the original purchase price less the costs related to repossession.
Article 11. Consulting services and reports.
11.1.
Bechtle will endeavor to ensure that all advice, information, data, reports and records provided within the framework of the Agreement are complete and accurate, but cannot give any guarantees in this respect and this therefore implies an obligation of best efforts. Bechtle is not responsible for any error or incompleteness in any advice, information, data, reports or records where these are the result of information or instructions that Bechtle received from the Customer and on which Bechtle relied for the advice, information, data, reports or records.
11.2.
Provided advice, information, data, reports and records are intended for Buyer's own use only, unless otherwise agreed.
11.3.
The Customer cannot invoke an error or defect in the report or advice if interim changes have occurred on the part of the Customer after the conclusion of the Agreement and have affected the report or advice in question.
11.4.
The Customer cannot invoke an error or defect in the report or advice after the Agreement between the Parties has been terminated.
Article 12. Intellectual Property Rights.
12.1.
The Intellectual Property Rights to all Software and Materials and to all Goods and Services delivered, developed, provided or made available by Bechtle under the Agreement are vested in Bechtle or its licensors. The Customer must treat these items as well as the information contained therein, in particular know-how regarding the performance to be delivered, as Confidential Information and not make them available to third parties.
12.2.
The Customer is not entitled to make any changes to the Materials and Goods provided by Bechtle under the Agreement.
12.3.
The Customer is not permitted to remove or modify any indication of Intellectual Property Rights in Materials and Goods. It is also not permitted to remove indications of confidential nature from Materials and Goods of Bechtle.
12.4.
The Customer is responsible for any Materials and Goods made available by it to Bechtle and guarantees that the use thereof by Bechtle will not infringe any rights of third parties. The Customer indemnifies Bechtle against claims of third parties related to or arising from the aforementioned warranty.
12.5.
Bechtle is permitted to use the Customer's (trade and brand) name and distinguishing marks for promotional purposes.
Article 13. Defects and liability.
13.1.
The obligation to inspect Goods and/or Services delivered by Bechtle rests exclusively with the Buyer.
13.2.
No rights can be derived from the weight and/or dimensions of Goods. Bechtle will inform the Buyer of this reasonably in advance, but does not guarantee any exact dimensions or weight of the Goods or results resulting from the Services.
13.3.
Visible defects in Goods or Services shall be reported by the Buyer to Bechtle at the time of delivery under penalty of acceptance by the Buyer. It is the responsibility of the Buyer to check that the package is unopened and undamaged upon delivery before signing for receipt. The Customer undertakes to refuse delivery if there is visible damage as a result of shipping and to report this on the shipping documents.
13.4.
Hidden defects in Goods or Services shall be reported in writing by the Customer to Bechtle within a period of fourteen (14) calendar days following the time the Customer may reasonably be expected to have discovered the hidden defect, under penalty of acceptance by the Customer. The Customer will notify Bechtle of the complaint from an End User in writing immediately and no later than three (3) business days after receipt of the complaint. In the absence of such notification, the Customer shall be deemed to have accepted the Goods and Services.
13.5.
No complaint regarding visible or hidden defects in the Goods or Services shall entitle the Buyer to withdraw from its payment obligations. The Buyer also waives its right to set-off.
13.6.
In the absence of agreement between the parties concerning the handling of defects in Goods and/or Services, the Customer shall, at the latest within a period of three (3) months following the notifications referred to in Article 13.3 and 13.44 submit a liability claim to the competent court, under penalty of forfeiture of this claim.
13.7.
With regard to the provision of Services by Bechtle, the following applies, barring intent or gross negligence on the part of Bechtle or its appointees:
(i) Bechtle's commitments qualify as best efforts commitments, unless expressly agreed otherwise;
(ii) Bechtle is only liable for foreseeable damage that is the immediate and direct result of an attributable failure in the performance of the Service;
(iii) Bechtle is not liable for unforeseeable damage, or damage that is not the immediate and direct result of an attributable failure in the performance of the Service, including damage due to loss of sales or profit, damage due to missed savings, damage as a result of the cessation or reduction of production or business operations, damage due to delay, damage to image, loss of goodwill or damage due to loss of data.
(iv) Bechtle is not liable for damage caused by its appointees;
(v) Bechtle is not liable for damage resulting from force majeure or extraneous cause, including an act or omission of the Customer or its appointees;
(vi) Bechtle's liability, in addition to re-performing the defective Service free of charge, is in any case limited to the amount of the price paid by the Customer for performing the Service.
13.8.
With regard to the delivery of Goods by Bechtle, the following applies, barring intent or gross negligence on the part of Bechtle or its appointees:
(i) Bechtle is not a manufacturer or specialized seller of the Goods;
(ii) The contractual warranty granted by Bechtle to the Buyer with respect to a Good is equal to the warranty effectively granted to Bechtle by the manufacturer or the specialized seller of the Good prior to this, unless otherwise agreed in writing;
(iii) Bechtle's statutory indemnification obligation for hidden defects in a Good is limited, given the nature of the Goods, to one (1) year from delivery of the Good;
(iv) Bechtle is only liable for foreseeable damage that is the immediate and direct consequence of a hidden defect in a Good;
(v) Bechtle is not liable for unforeseeable damage or damage that is not the immediate and direct result of a hidden defect in a Good, including the damage referred to in Article 13.7 (iii)
(vi) Bechtle is not liable for damage due to a hidden defect in the Good that is the result of force majeure or extraneous cause, including an act or omission of the Buyer or its appointees;
(vii) Bechtle is not liable for damage due to a hidden defect in a Good caused to items or persons of the Buyer or caused to third parties, for which the Buyer will indemnify Bechtle.
(viii) Bechtle's liability for damage due to a hidden defect in a Good is, in addition to redelivering the Good free of charge, in any case limited to the amount of the price paid by the Buyer for the Good;
(ix) Bechtle is not liable for any damage due to incorrect use of the Good by the Buyer or End User or for use contrary to Bechtle's instructions;
13.9.
The Customer shall indemnify Bechtle against any third party claims arising from a breach of the Agreement by the Customer.
Article 14. Force Majeure.
14.1.
Bechtle cannot be held to fulfill any obligation under the Agreement if fulfillment is prevented as a result of force majeure. Nor can Bechtle be held liable for any damage resulting from this.
14.2.
Force Majeure shall mean an unforeseeable, unavoidable event occurring beyond the control of the Parties which temporarily renders the performance of the Agreement impossible for either Party. Force Majeure shall include: Fire, war, terrorist attacks, unforeseeable unfavorable weather conditions, force majeure of Bechtle's suppliers, lack of raw materials, business disturbances at Bechtle or at its suppliers, defectiveness of items, equipment, software or materials of third parties, the use of which has been prescribed to Bechtle by the Customer, government measures, internet malfunctioning data network or telecommunication facilities, the unavailability of third party servers, hacking, malware, (d)dos attacks, malware attacks, power failure, strike, epidemic, pandemic, devaluation, lack of personnel, import and export impediments, sudden increase of import duties and excise duties and/or taxes, import and export restrictions, failure to obtain necessary permits and other.
14.3.
If Bechtle is prevented by Force Majeure, it will notify the Customer within three (3) working days of becoming aware of the Force Majeure. In such case, it has the right to carry out the agreed work in whole or in part or, if it is unable to deliver the Goods and Services (on time), to suspend the execution of the Agreement without judicial intervention or to regard the Agreement as dissolved in whole or in part, such at its discretion, without being obliged to pay any compensation or guarantee. In the event of suspension, Bechtle will only be obliged to resume its obligations as soon as this is reasonably possible.
14.4.
Insofar as Bechtle has already partially fulfilled its obligation under the Agreement at the time of the occurrence of force majeure or has incurred costs to be able to fulfil it, and the fulfilled or still to be fulfilled part has independent value, Bechtle is entitled to invoice the fulfilled or still to be fulfilled part separately. The Buyer is obliged to pay this invoice.
Article 15. Recruitment of personnel.
15.1.
The Customer is not permitted, for as long as the Agreement continues, as well as for one (1) year after its expiration, to directly or indirectly approach employees of Bechtle involved in the Agreement, whether employed or not, for the purpose of recruitment, without Bechtle's written consent.
15.2.
The Customer is expressly prohibited from employing employees directly or indirectly entrusted with the performance of the Services mentioned in the Agreement and/or employees associated with companies belonging to the same group, and/or from having assignments carried out for its account through subcontracting or in any other way, even if such a demand was initially initiated by the employee concerned himself.
15.3.
Employees of Bechtle in this context shall mean persons who are employed by Bechtle or any of Bechtle's affiliates or who were employed by Bechtle or any of Bechtle's affiliates for not more than one (1) year prior to the termination of the Agreement, regardless of the reason.
15.4.
Should the Customer violate the provisions of this article, he shall be liable to pay Bechtle, ipso jure and without any notice of default or judicial intervention being required, an indemnity assessed by mutual agreement between the Parties at a lump sum of 75,000 Euros (seventy-five thousand Euros) per established violation, without prejudice to the right to prove higher damage in addition and to claim additional compensation.
Article 16. Duration and termination.
16.1.
An Agreement under a defined one-time project terminates by operation of law upon completion of that project.
16.2.
The term of a term agreement shall be fixed in the Agreement. If no term is specified therein, it shall be deemed to have been entered into for a definite term and for an initial period of twelve (12) months.
16.3.
If the Agreement was entered into for a fixed term, it is tacitly renewed for the same term each time after the initial term.
16.4.
If the Agreement is entered into for a definite term, it may be terminated by either Party in writing by the end thereof, subject to one (1) month's notice.
16.5
If the Agreement is entered into for a definite term, neither Party is permitted to terminate the Agreement in the interim, except for the situations described in this article.
16.6.
If the Agreement is entered into for an indefinite term, it may be terminated by either Party at any time by giving six (6) months written notice.
16.7.
The parties may immediately terminate the Agreement in writing, without notice, if:
a) the other Party breaches one or more of its obligations under the Agreement, and fails to remedy such breach within a period of ten (10) calendar days following a written notice to that effect;
b) the other Party's bankruptcy is filed or bankruptcy is granted to that other Party;
c) the operations of the other Party are terminated or the business of the other Party is liquidated; or
d) part of the other Party's assets are seized.
e) A change of control occurs on the part of a Party within the meaning of Article 1:14 of the Companies and Associations Code.
16.8.
In the event that the Agreement is terminated, Bechtle's claims against the Buyer are immediately due and payable.
16.9.
If the Agreement is terminated before the agreed Services were fully performed or the Goods were fully delivered, the Buyer shall remain liable for the amounts already invoiced and no obligations to undo them shall arise.
Article 17. Changes.
17.1.
Bechtle is entitled to amend (parts of) these General Terms and Conditions in the interim. Bechtle will notify the Customer of any amendments at least one (1) month in advance.
17.2.
If an amendment to the General Terms and Conditions announced by Bechtle negatively affects the Customer's position, the Customer may object to it in writing, giving reasons, before the amendment in question enters into force. In the event of an objection, Bechtle may reconsider the amendment and decide to withdraw it in whole or in part.
17.3.
If Bechtle decides to implement the change despite the Customer's objection, the Customer has the right to terminate the Agreement in writing by, and no later than, the date on which the change takes effect.
17.4.
If the Customer does not object to the proposed change in writing, giving reasons, within seven (7) calendar days of Bechtle's announcement, the Customer will be deemed to agree to the change.
Article 18. Choice of law and forum.
18.1.
The Agreement and these general terms and conditions are governed exclusively by Belgian law.
18.2.
Any disputes arising out of or related to the Agreement will be submitted to the Corporate Court of the jurisdiction to which the relevant Bechtle entity belongs.
18.3.
The applicability of the Vienna Sales Convention is expressly excluded.
Article 19. Other provisions.
19.1.
The Agreement and these general terms and conditions are governed exclusively by Belgian law.
19.2.
Any disputes arising out of or related to the Agreement will be submitted to the Corporate Court of the jurisdiction to which the relevant Bechtle entity belongs.
19.3.
Unless expressly agreed otherwise with Bechtle, all Goods or Services ordered by the Buyer are intended exclusively for the Buyer's own internal use and not for resale. If the Buyer occasionally wishes to sell a Service or Good to another person, the Buyer must request written permission from Bechtle.
19.4.
If a (sub)provision in the Agreement proves to be void, voidable or otherwise invalid, this will not affect the validity of the remainder of this provision or the entire Agreement. In this case the parties will adopt (a) new (sub)provision(s) to replace it, which will give shape to the intention of the original (sub)provision as much as is legally possible.
19.5.
For the purposes of the Agreement, written includes, in addition to notices of default, communication by non-automated e-mail provided that the identity of the sender and integrity of the content are sufficiently established, except for rescission or termination of the Agreement.
19.6.
Bechtle's records and logs shall constitute authentic proof, subject to evidence to the contrary from the Customer.
-
-
19.7.
-
-
- Bechtle respects the privacy of its Customers. Bechtle processes and protects personal data in accordance with the applicable legal requirements and in accordance with its privacy statement.
-
-
Chapter 2. Delivery of Goods.
The provisions in this section "Delivery of Goods" relate to delivery of Goods, including Hardware (whether or not through a Webshop), and related Services that Bechtle may perform for the Buyer.
Article 20. Purchase of Goods.
20.1.
The parties may agree that the Buyer will purchase Goods from Bechtle. Only if the Agreement relates to the purchase of Goods, the terms and conditions as described in this article shall apply thereto.
20.2.
After the conclusion of the Agreement, Bechtle shall make every effort to deliver the Goods to the Buyer in accordance with the Agreement. The risk of loss, theft or damage of the Goods will pass to the Buyer "Ex Works" (Incoterms 2020) at the moment the Goods are available for collection by the Buyer. If it is agreed that Bechtle will also be responsible for the transport of the Goods, this will not affect the transfer of risk.
20.3.
Bechtle will, in principle, deliver the Goods to the address of the Buyer's company known to Bechtle at the agreed price.
20.4.
If the Parties agree, Goods can also be delivered to a different address or specific location on the Buyer's premises, or to an address of an End User. Bechtle may charge additional costs for this.
20.5.
If the Buyer refuses Goods to be delivered by Bechtle, fails to collect them at an agreed pick-up time, provides incorrect information about the delivery address and/or delivery of Goods is not possible due to other reasons attributable to the Buyer, Bechtle is entitled to store the Goods at the Buyer's risk. Costs for (external) storage of Goods will be borne by the Buyer. If the relevant Goods have not been collected or delivered to the Buyer within three (3) months, Bechtle is also entitled to hand over or sell the Goods to third parties.
20.6.
The Buyer should inspect the delivered Goods and check for any visible defects no later than the time of delivery. If the Buyer observes any damage or other defects, the Buyer must report this to Bechtle immediately and in writing. When reporting, the Buyer must give sufficient reasons for the damage or defects and must send sufficient evidence to Bechtle to assess the merits of the report.
- 20.7.
If the Buyer does not report any damage or defect to Bechtle within the period referred to in the previous paragraph, the Goods will be deemed to have been delivered without damage and defects and any visible defects will be deemed to have been accepted. -
- 20.8.
If Bechtle delivers the Goods without packaging material at the Buyer's request, this will be at the Buyer's risk and Bechtle will never be liable for transport damage.- 20.9.
All Goods delivered by Bechtle to the Buyer will remain the property of Bechtle until the Buyer has paid the full amount due therefor. The Buyer is liable to Bechtle for the risk of damage, loss or destruction of the Goods. The Buyer is not entitled to resell, pledge or otherwise encumber the goods subject to retention of title and acknowledges that they may not be processed, encumbered, sold or leased before payment in full to Bechtle. Buyer acknowledges that installation of the Goods does not amount to immovable property by destination or incorporation. Should the Buyer be informed of an attachment or other protective measure that a third party would assert against the Goods, the Buyer shall notify Bechtle immediately, but no later than twenty-four (24) hours. Where appropriate, Bechtle shall be entitled to recover the Goods from the Buyer at the Buyer's expense. If the Goods are still seized or processed, the Buyer shall assign all claims relating thereto to Bechtle. In the absence of full payment, Bechtle is entitled to take back the Goods from the Buyer subject to the crediting of the part paid by the Buyer offset by the collection costs borne by the Buyer.- 20.10.
All equipment, Software and other Materials to be used by Bechtle in the provision of services remain the property of Bechtle, even if the Customer pays a fee for their development by Bechtle.- 20.11.
The Customer is explicitly not authorized to have Maintenance or repairs carried out by third parties on Hardware delivered by Bechtle, which is (still) subject to Bechtle's retention of title.- 20.12.
The Buyer will notify Bechtle immediately if a third party wishes to establish or enforce a right or wishes to attach the Goods subject to retention of title as referred to in the previous paragraph. The Customer hereby grants Bechtle (or third parties designated by Bechtle) unconditional and irrevocable permission to enter all those places where Bechtle's property is located and to repossess those goods.
- 20.8.
Article 21. Rental and lease of Goods.
21.1.
The parties may agree that the Buyer rents or leases Goods from Bechtle. Only if the Agreement relates to the rental or lease of Goods, the terms and conditions as described in this article shall apply to it.
21.2.
After the conclusion of the Agreement, Bechtle will make every effort to make the Goods available to the Buyer in accordance with the Agreement. The risk of loss, theft or damage to the Goods will pass to the Buyer at the moment the Goods are made available by Bechtle for collection.
21.3.
Bechtle grants to the Buyer for the duration of the Agreement, or if a different rental or lease period has been agreed upon for the duration of the agreed rental or lease period, the right to use the Goods in accordance with the conditions in this chapter and any additional conditions agreed upon by the Parties.
21.4.
The Buyer shall use the Goods only for the purposes for which the Goods are, by their nature, intended and in so doing shall carefully follow any instructions provided by Bechtle and/or the manufacturer.
21.5.
The Buyer is not permitted, without Bechtle's prior express written consent, to transfer, sublet, pledge or otherwise encumber the Goods.
21.6.
The Goods are deemed to have been delivered undamaged, unless the Buyer indicates in writing and with sufficient justification to Bechtle at the latest at the time of delivery that the Goods are damaged.
- 21.7.
Only Bechtle is authorized to manage the Goods and to perform Maintenance or any other form of maintenance or modification of the Goods. -
- 21.8.
In the event that the Buyer makes changes to the Goods without Bechtle's prior explicit permission, the Buyer is obliged to reimburse the costs incurred by Bechtle for the purpose of rectifying errors, problems or otherwise. -
- 21.9.
The Buyer must keep the Goods adequately insured (at its own expense) during the term of the Agreement against, inter alia, fire, water damage and theft. The Buyer will provide Bechtle with proof of this at its first request. -
- 21.10.
Loss, theft or damage of the Goods shall not affect the agreed payment obligations of Buyer. Any costs for repair or replacement of the Goods shall be borne by Buyer. -
- 21.11.
In the event of loss, theft or damage of the Goods, the Buyer is obliged to immediately notify Bechtle of this in writing. Bechtle will endeavour in such case to repair or replace the Goods (or have them repaired) within a reasonable period of time at the expense of the Buyer. Bechtle is also entitled to recover all its damage and costs resulting from the loss, theft or damage from the Buyer. -
- 21.12.
If a third party wishes to attach the Goods or have them attached, or wishes to establish rights to the Goods or wishes to liquidate rights to the Goods, the Buyer will immediately inform Bechtle of this in writing. The Buyer hereby grants Bechtle unconditional permission to enter all places where the Goods are located and to repossess them.
- 21.8.
- 21.13.
Upon termination of the agreement to lease or rent the Goods, the Buyer will be given the option of returning the Goods or purchasing them for the balance of their value. To this end, the Parties shall enter into a special agreement.
Article 22. Installation and Configuration of Hardware.
22.1.
The Customer itself is responsible for installing and configuring Hardware delivered by Bechtle after delivery, unless the Parties agree that Bechtle will install and/or configure it. In doing so, the Customer must strictly follow all instructions given by Bechtle and any instructions or documentation supplied with the Hardware.
22.2.
If agreed, Bechtle will install and/or configure the Hardware at a location and in a manner determined in the Agreement. Bechtle is entitled to refuse the installation and/or configuration of Hardware at a particular location if, in its professional opinion, the location is not possible, or the proper operation of the Hardware at the location in question cannot be guaranteed.
22.3.
Bechtle is entitled to engage third parties for the purpose of installation and/or configuration of the Hardware as referred to in the previous paragraph.
22.4.
The Customer shall provide Bechtle or the third party or parties engaged by Bechtle with access to the designated location and provide the necessary cooperation for the installation and/or configuration of the Hardware.
22.5
The Customer remains solely responsible for proper power supplies, network connections, security measures and other contingencies. If the reasonably necessary facilities are not present, Bechtle may not be able to perform a correct and complete installation and/or configuration. As the case may be, the Customer will not be able to hold Bechtle liable for non-compliance with its obligations or any delay in compliance.
22.6.
If the parties agree on results, deadlines or time limits and Bechtle is (partly) dependent on cooperation from or the fulfillment of certain agreed conditions by the Customer for the correct fulfillment thereof, Bechtle will never be liable for the failure to meet these results, deadlines or time limits if this is (partly) the result of the Customer's failure to cooperate or fulfill the agreed conditions.
Article 23. Warranties on Goods.
23.1.
The Buyer accepts that the Goods only contain the functionality and other properties as found by the Buyer at the time of delivery ("as is"). Goods delivered by Bechtle are only covered by the manufacturer's warranty, unless additional warranties are explicitly provided in the Agreement. Information on the manufacturer's warranty is available from Bechtle upon request.
23.2.
If the Parties agree to certain warranties, these shall not apply to damage or defects (1) resulting from improper use or use contrary to normal prudent use by a reasonably prudent Customer or End User, (2) not related to the defectiveness of the materials used and/or the manufacture, (3) resulting from improper storage or safekeeping of the Goods, or (4) resulting from climatic or other influences.
23.3.
Claims by the Customer under this article shall not affect the Customer's payment obligations towards Bechtle. The Customer waives its right to compensation.
Article 24. Returning.
24.1.
The return of purchased Goods is only possible with the prior written consent of Bechtle. Permission for return by Bechtle never implies any acknowledgement of liability.
24.2.
If the Buyer returns delivered Goods - which are not defective - to Bechtle, the Buyer will have to pay compensation to Bechtle in the amount of 10% of the invoice amount, with a minimum of EUR 60.00. In case of defective delivery of the Goods by Bechtle, no compensation will be due. A return request must be made within three (3) calendar days after delivery, with the exception of smartphones, which must be requested within forty-eight (48) hours. After assignment of an RMA number (return merchandise authorization), the Goods must be in Bechtle's possession within five (5) calendar days at the latest, with mandatory mention of this number. Returns without RMA number, order confirmation or invoice number, unstamped, cash on delivery, opened, damaged and/or incomplete will be refused by Bechtle. Special orders, individual configurations, software, projection equipment, furniture & safes, memory modules and the items indicated in our online shop are excluded from return.
24.3.
Rented or leased Goods, if the Agreement expires or is terminated, will be picked up by Bechtle as soon as possible.
24.4.
The Buyer is obliged to return Goods to Bechtle in undamaged condition, except for normal wear and tear of the Goods. If Bechtle observes that the Buyer has made changes to the Goods without Bechtle's written permission, or the Goods are damaged, any costs for replacement or repair will be borne by the Buyer.
24.5.
Any costs associated with returns shall be borne by the Customer.
Chapter 3. Delivery of Software.
The provisions in this section "Delivery of Software" relate to the delivery of Software and related Services by Bechtle to the Customer.
Article 25. License.
25.1.
If certain Software is provided to the Customer by Bechtle pursuant to the Agreement, the Customer shall only acquire the non-exclusive, non-transferable and non-sublicensable rights of use arising under the Agreement or otherwise granted in writing by Bechtle. The Agreement is in no way intended to transfer any Intellectual Property Rights in the Software to the Customer.
25.2.
If a software license is sold or delivered by Bechtle to the Customer, the Customer is obliged, unless otherwise agreed in writing, to conclude this license agreement directly with the licensor. Bechtle never becomes a party to such license agreement. The Customer indemnifies Bechtle for all damage and negative consequences that Bechtle may suffer as a result of the Customer's failure to comply with such license agreement.
25.3.
Unless otherwise agreed, the right to use Software shall be for the duration of the Agreement only and the right of use shall only cover the use of the Software by one person on one device.
25.4.
Costs for any updates and upgrades to the Software are not included in the Agreement, unless their provision is expressly part of the agreed Services.
25.5.
The Customer is not entitled to make changes to the Software provided by Bechtle under the Agreement.
25.6.
The Customer is not entitled to a copy of the source code of the Software and it is expressly forbidden to retrieve it by reverse engineering, decomplilation or similar techniques.
25.7.
Bechtle (or its supplier) may take (technical) measures to protect provided Software. If Bechtle (or its supplier) has taken such security measures, the Customer is not permitted to circumvent or remove such security.
Article 26. Implementation and installation of Software.
26.1.
If the Parties have agreed that the Software is to be implemented or installed by Bechtle, Bechtle will take care of this in accordance with what is stipulated in this respect in the Agreement.
26.2.
When implementing or installing the Software, the Customer will provide all necessary cooperation and comply with Bechtle's reasonable requests. Bechtle will deliver the Software to the Customer after implementation and/or installation.
26.3.
If the parties agree on results, deadlines or time limits and Bechtle is (partly) dependent on cooperation from, obtaining information or fulfilling certain agreed conditions by the Buyer for the correct fulfillment thereof, Bechtle will never be liable for not meeting these results, deadlines or time limits if this is (partly) the result of the Buyer's failure to cooperate or fulfil the agreed conditions.
Article 27. Warranties on Software.
27.6.
The Customer accepts that the Software only contains the functionality and other properties as the Customer finds them at the time of delivery ("as is"), therefore with all visible and hidden errors and defects.
27.6.
The Customer itself must check the calculations or processing of Customer Data done by means of the Software. Bechtle does not guarantee that all calculations and/or processing will be error free at all times. Bechtle is furthermore not liable for any loss of Customer Data after entry into the Software if this is the result of a defect that was not reported to Bechtle in a timely manner.
27.6.
Claims of the Customer based on a warranty on Software shall not affect the Customer's payment obligations towards Bechtle. The Customer waives his right to compensation.
Chapter 4. Hosting and cloud services.
The provisions in this 'Hosting and Cloud Services' section relate to the Services in the field of hosting and cloud services, which may also include hosting of Webshops, that Bechtle can perform for the Customer.
Article 28. Access to the Service.
28.1.
In order to facilitate the Customer's access to the Services, an Account may be required. If required by the Agreement, Bechtle may create an Account for or on behalf of the Customer (and if necessary End Users) and provide login credentials (username and password). The Customer itself is liable for the security of the Account by means of applying a strong password policy, two-factor authentication, etc. Bechtle is not liable for any damage or negative consequences due to unauthorized access to the account.
28.2.
All login credentials of Customer (and its End Users) are strictly personal and may not be shared with any other person. These login details should be treated as being Confidential Information.
28.3.
Bechtle may assume that everything that happens from the Accounts for which it has provided Customer with login credentials is done under the Customer's direction and supervision.
28.4.
If login details of an Account are lost or leaked, Customer will immediately take all measures reasonably necessary and desirable to prevent misuse of the Account. The Customer will also immediately report this to Bechtle so that any additional measures can be taken to prevent misuse of the Account and/or the Services.
28.5.
If the Service is linked to the Customer's own system by means of an API link (Application Programming Interface), Bechtle will provide the Customer with an API key. The Customer is responsible for implementing the API link, unless the Parties agree otherwise. Furthermore, the Customer must only use the API key for the Customer's use of the API. Without Bechtle's written consent, third parties may not use the API key. Bechtle may provide the Customer with a new API key following changes to the Services or Maintenance.
28.6.
The Customer shall indemnify and hold Bechtle harmless from any damage or negative consequences suffered by Bechtle as a result of unauthorized access.
Article 29. Usage rules.
29.1.
Customer warrants that the Services will not be used by it or its End Users for activities that violate any applicable laws or regulations. In addition, it is expressly prohibited (whether lawful or not) to offer, upload or distribute through the Services any Materials that:
a) Contain malicious content (such as malware or other malicious software);
b) infringe third-party rights (such as Intellectual Property Rights), or are unmistakably libelous, defamatory, offensive, discriminatory or hateful;
c) constitute a violation of the privacy of third parties, including in any case but not limited to the dissemination of personal data of third parties without basis;
d) contain hyperlinks, torrents or references to (sources of) Materials that infringe copyrights or other Intellectual Property Rights; or
e) contain child pornography, bestiality pornography or animations thereof or are manifestly intended to help others find such Materials.
29.2.
The Customer shall refrain from hindering other customers of Bechtle or causing damage to the systems and networks of Bechtle or others. It is prohibited to start up processes or programs of which the Customer knows or should reasonably suspect that they will hinder or damage Bechtle or others.
29.3.
If, in the opinion of Bechtle, a nuisance, damage or other danger arises to the functioning of the systems or networks of Bechtle or third parties, Bechtle is entitled, without prior notice of default and with immediate effect, to take all measures it reasonably considers necessary to avert or prevent this danger.
29.4.
Bechtle may bill the Customer for the costs reasonably necessary associated with the measures referred to in the preceding paragraph if the hazard is caused by the Customer or its End User(s) or is specifically directed at the Customer's systems
Article 30. Notice-and-take-down
30.1.
If Bechtle discovers or is notified by a third party that the Customer is storing or distributing unlawful Materials using the Services, or is otherwise acting unlawfully or in breach of the Agreement by using the Services, Bechtle may, without prior notice of default and with immediate effect, block access to the Materials and/or Services in question, or remove the Materials in question, without having to make a back-up. Bechtle will endeavor not to touch any other Materials in doing so and will inform the Customer of the measures taken as soon as possible. Bechtle will ensure that the Customer is aware of which Materials are considered unlawful by Bechtle and can be removed, and how the Customer can submit complaints or requests for clarification.
30.2.
Bechtle is entitled to hand over the name, address and other identifying data of the Customer and/or End Users to a third party who complains that the Customer and/or the relevant End User is infringing on its rights, provided that the applicable requirements for this purpose arising from the law and case law are met.
30.3.
Bechtle strives to act as carefully and adequately as possible following complaints about the Customer and/or End Users, but is not liable for any damage resulting from the measures taken according to this article.
30.4.
The Customer shall indemnify and hold Bechtle harmless for any use by an End User that violates the Agreement or the General Terms and Conditions. Bechtle is not liable for the actions of the Customer or End User on the platform.
Article 31. Notice-and-take-down
31.1.
Bechtle may set limits to the capacity (such as the amount of data traffic, data storage, power, computing power, et cetera) that the Customer may or actually can use via the Service. If the Parties have not agreed on this, a limit based on fair use will apply.
31.2.
Fair use exists if the Customer uses a maximum of twice as much capacity as other Bechtle customers do in a similar situation.
31.3.
If Bechtle determines that the Customer violates the fair use policy described in this article or the agreed usage limits, Bechtle is entitled to charge reasonable costs for this or, after prior warning to the Customer, to restrict access to or use of the Service.
31.4.
Bechtle accepts no liability in the event of the Services not functioning properly if Bechtle determines that the Customer is not complying with the fair use policy or agreed usage limits.
Article 32. Availability and backups.
32.1.
Bechtle will make every effort to achieve uninterrupted availability of the Services, but will only offer guarantees in this regard if agreed in an additional service level agreement.
32.2.
Only if so agreed in the Agreement or service level agreement, Bechtle will regularly make backup copies (backups) of Customer Data stored by the Customer on Bechtle's systems, and make these available to the Customer upon request, for a fee.
Article 33. Maintenance.
33.1.
Bechtle or its subcontractor will perform Maintenance on the Services.
33.2.
The performance of Maintenance may result in temporary or limited use of the Services in question. If Bechtle anticipates that certain Maintenance will result in full or partial unavailability, Bechtle will endeavor to perform the work at times when the use of the Services is limited. Under no circumstances can Bechtle be held liable for any negative consequences resulting from full or partial unavailability due to Maintenance.
33.3.
Bechtle will make every effort to notify planned Maintenance, if possible, in advance to the Customer.
33.4.
Bechtle is not obliged to provide Maintenance, Support or assistance with respect to old versions of software for which an update has already been rolled out.
33.5.
If the Customer reports a malfunction or defect to Bechtle, it will only be dealt with if the defect is demonstrable and reproducible.
33.6.
Bechtle may modify the functionality of the Service from time to time. In doing so, the Customer's feedback and suggestions are welcome, but Bechtle is entitled not to implement the adjustments if it has reasonable grounds to do so. Bechtle strives, but is not obliged to do so, to give at least two (2) working days' notice that updates will be implemented. The Customer cannot claim an announced update that has not been carried out due to circumstances.
Article 34. Customer Data
34.1.
All rights relating to Customer Data, including any Intellectual Property Rights, are vested in the Customer. Bechtle acquires the right to use the Customer Data to the extent necessary for the performance of the Agreement.
34.2.
After expiry of the Agreement, Bechtle may, provided the Customer has fulfilled its payment obligations in full, provide a copy of the Customer Data in a file format commonly used for this purpose at the request of the Customer. The Customer must submit a request to this effect to Bechtle before the date on which the Agreement expires. In the absence of such a request, or when Bechtle has provided the requested copy, Bechtle is entitled to delete all Customer Data (including any backups thereof). Bechtle will be entitled to charge all reasonable costs associated with the provision to the Customer.
Chapter 5. Recycling Services
The provisions in this section "Recycling Services" shall apply if Bechtle performs Services in the area of resale, recycling and disposal of Hardware and destruction of data for the Customer.
Article 35. Collection, recycling and destruction.
35.1.
Bechtle will inventory and inspect the Hardware after establishment of the Agreement. Based on the inspection, Bechtle will categorize the Hardware based on suitability for i.) buyout and resale, ii.) recycling/destruction, and iii.) reuse.
35.2.
If, at Bechtle's discretion, the Hardware is eligible for buyout and resale by Bechtle, Bechtle may make an offer to the Customer for a one-time fee for taking over the Hardware from the Customer, or agree with the Customer a percentage of the sale price to which the Customer is entitled when Bechtle sells the Hardware.
Article 36. Collection, recycling and destruction.
36.1.
Bechtle will collect the Hardware to be disposed of from the Customer, or may request the Customer to deliver the Hardware at its own risk and expense to an address designated by it. From the moment of physical transfer of the Hardware from the Customer to Bechtle, the Hardware becomes the property of Bechtle.
36.2.
The Buyer shall not be permitted to place or have placed outside the Buyer's premises any Goods which, by their nature, are not suitable for outdoor use or can be used outside the Buyer's premises.
36.3.
Customer warrants that the Hardware does not contain any hazardous, polluting or harmful waste, such as chemical waste, toxic, corrosive, explosive or radioactive substances, as well as other substances that may be hazardous to humans and the environment.
36.4.
If Bechtle decides (on site) that the Hardware and/or certain substances or materials are not suitable for disposal by Bechtle or are offered for disposal by the Customer in violation of the preceding paragraph, Bechtle is at all times entitled to refuse the Hardware, substances or materials in question.
36.5.
Only if the Parties have expressly agreed so will Bechtle dispose of packaging materials from the Buyer.
Article 37. Data on the Hardware
37.1.
Unless otherwise agreed between the Parties, the Customer is responsible for making any necessary backups and copies of data stored on the Hardware as well as the security of data stored on the Hardware. Bechtle is not liable for removal of data stored on the removed Hardware.
37.2.
Unless the Parties agree otherwise, Bechtle is not liable for loss of data stored on the removed Hardware and the Customer is responsible for removing data stored on Hardware before it is made available to Bechtle.