SALES TERMS & CONDITIONS

EdgeOpia Global Solutions VOF, last updated 29 October 2026

1. PARTIES

These Terms and Conditions of Sale (“Terms”) govern the sale of goods and/or services by EdgeOpia Global Solutions VOF, a company incorporated under the laws of the Netherlands, having its registered office at Dokterr Bolkesteinstraat 52, 2132 JT Hoofddorp, the Netherlands, registered with the Amsterdam Chamber of Commerce under nr. 34278973 and Dutch VAT nr. NL818275091 (hereinafter, “Seller”), and any person or entity purchasing such goods and/or services (hereinafter, “Buyer”).
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2. ACCEPTANCE OF TERMS
2.1 All orders placed by Buyer are subject to acceptance by Seller.
2.2 Acceptance of any order is expressly conditional upon Buyer’s agreement to these Terms. Any additional or conflicting terms in a Purchase Order or other document issued by Buyer shall be null and void unless expressly accepted in writing by Seller.
2.3 These Terms, together with Seller’s written acceptance of an order, constitute the entire agreement between the Parties in respect of the sale.
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3. QUOTATIONS AND ORDERS
3.1 All quotations are made for immediate acceptance and are subject to withdrawal or amendment without prior notice.
3.2 Seller shall not be liable for typographical or clerical errors in any quotation.
3.3 A quotation signed or otherwise accepted by Buyer constitutes a binding contract, subject to these Terms.
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4. PRICES AND TAXES
4.1 Unless otherwise expressly stated, all prices are exclusive of VAT, import duties, excises, fees, shipping costs and other taxes or charges.
4.2 Buyer shall be responsible for all such taxes, duties, and charges. If Seller is required to pay any of the foregoing, Buyer shall promptly reimburse Seller upon invoice.
4.3 Buyer shall provide Seller with any exemption certificates acceptable to the relevant taxing authorities if Buyer claims exemption.
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5. PAYMENT TERMS
5.1 Unless otherwise agreed in writing, payment shall be made in full at moment of Purchase Order. We need to receive the invoice amount Nett in our EdgeOpia bank account, without any deductions, commissions, bank costs, duties, taxes, withholding- or any other cost.
5.2 Seller may suspend performance or require advance payment, security, or other adequate assurances where Seller, in its sole discretion, deems Buyer’s financial condition insecure.
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6. DELIVERY, SHIPMENT, AND RISK OF LOSS
6.1 Delivery dates are estimates only and are subject to change.
6.2 Unless otherwise agreed in writing, delivery shall be according to Incoterms2020 FCA Seller’s facility or the original manufacturer’s facility. Risk of loss and title shall pass to Buyer upon delivery to the carrier.
6.3 Buyer shall arrange shipment, select the carrier, and bear all costs of transportation, insurance, customs clearance, and other related charges.
6.4 Claims for damage in transit must be made directly by Buyer against the carrier.
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7. CHANGES AND CANCELLATIONS
7.1 No order may be cancelled or modified by Buyer without Seller’s prior written consent.
7.2 Orders already in production or completed shall not be subject to cancellation. Seller may charge up to 100% of the order value as a cancellation fee.
7.3 Seller may agree to changes requested by Buyer provided that Buyer issues a written change order, and Buyer accepts any resulting adjustments in price, delivery schedule, or other terms.
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8. FORCE MAJEURE
8.1 Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to: strikes, lockouts, pandemics, wars, acts of terrorism, acts of God, floods, fires, natural disasters, embargoes, shortages, or failure of suppliers.
8.2 The affected Party shall promptly notify the other Party, and performance shall be suspended for the period of delay. Delivery dates shall be extended accordingly.
8.3 Governmental refusal to issue export licenses required for Seller’s performance shall be deemed a Force Majeure event.
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9. WARRANTY
9.1 Seller passes through to Buyer the warranties, if any, provided by the original manufacturer of the goods. Seller itself provides no additional warranty.
9.2 Used or pre-owned equipment is warranted for thirty (30) days unless otherwise specified.
9.3 Warranty claims must follow the original manufacturer’s Return Material Authorization (RMA) process. Buyer shall bear all transportation, customs, and related costs.
9.4 Seller provides first-line support and shall not be responsible for repairs, replacements, or servicing. Such remedies are exclusively provided by the original manufacturer.
9.5 Seller disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
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10. LIMITATION OF LIABILITY
10.1 Seller’s aggregate liability arising from or relating to any order shall not exceed the price actually paid by Buyer for the specific goods or services giving rise to the claim.
10.2 Seller shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, revenue, or use, arising out of or in connection with the sale, resale, or use of the goods or services.
10.3 No action may be brought by Buyer more than six (6)) months after the cause of action accrued.
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11. RETURNS (RMA POLICY)
11.1 Seller does not accept returns except where expressly approved in writing by Seller and accompanied by a valid Return Material Authorization (“RMA”) number.
11.2 Buyer shall request an RMA by providing written notice to Seller identifying the alleged defect and relevant order details. Seller may require inspection and/or further information before issuing an RMA.
11.3 Returned goods must be:
(a) the original items supplied (same model/serial number);
(b) complete, undamaged, and in their original packaging with all accessories;
(c) shipped prepaid, insured, and using a carrier approved by Seller.
11.4 Returns will not be accepted where:
(a) the goods have been tampered with, altered, misused, improperly installed, or damaged after delivery;
(b) the goods require professional knowledge to operate and Buyer lacks such capability; or
(c) the goods are used, pre-owned, or otherwise sold “as is” without warranty, unless otherwise agreed in writing.
11.5 If a return is approved, Seller may, at its discretion, authorize repair, replacement, credit, or exchange, subject to applicable restocking or handling fees.
11.6 A standard restocking fee of twenty-five percent (25%) of the original purchase price shall apply to all returns, unless otherwise agreed.
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12. EXPORT COMPLIANCE
12.1 Buyer acknowledges that certain goods and technical data may be subject to the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), the Foreign Corrupt Practices Act (FCPA), and other applicable export control laws.
12.2 Buyer shall not export, re-export, or transfer goods or technical data except in compliance with such laws and regulations and shall obtain any required licenses.
12.3 Seller reserves the right to refuse supply if such supply would violate applicable export laws.
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13. INTELLECTUAL PROPERTY AND INDEMNITY
13.1 Buyer shall indemnify and hold Seller harmless from any claims, losses, or liabilities arising from Buyer’s use, possession, resale, or modification of goods that infringe third-party intellectual property rights.
13.2 Proprietary Information provided by Seller shall be used solely for operation or maintenance of the goods and shall not be disclosed to third parties without Seller’s prior written consent.
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14. ASSIGNMENT
Buyer shall not assign or transfer any rights or obligations under this Agreement without Seller’s prior written consent.
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15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 These Terms shall be governed by and construed in accordance with the laws of the Netherlands.
15.2 Any dispute not resolved amicably shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed under said Rules. The seat of arbitration shall be the Netherlands, and the language of the proceedings shall be Dutch.
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16. CONFIDENTIALITY
16.1 Each Party (“Receiving Party”) shall keep strictly confidential and shall not disclose to any third party any non-public, proprietary, or confidential information (“Confidential Information”) received from the other Party (“Disclosing Party”) in connection with these Terms, including but not limited to commercial, financial, technical, or operational information, pricing, customer data, trade secrets, and know-how.
16.2 The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations under these Terms and shall restrict disclosure to those of its employees, agents, or professional advisers who have a need to know such information for that purpose and who are bound by confidentiality obligations no less stringent than those contained herein.
16.3 The obligations set forth in this clause shall not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully known to the Receiving Party before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
16.4 The Receiving Party may disclose Confidential Information if and to the extent required by law, regulation, or court order, provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates in seeking a protective order or other appropriate remedy.
16.5 The confidentiality obligations under this clause shall survive termination or completion of these Terms for a period of two (2) years, or, with respect to trade secrets, for so long as such information remains a trade secret.
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17. DATA PROTECTION (GDPR)
17.1 Each Party shall comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any implementing or supplementary national legislation.
17.2 To the extent that either Party processes personal data in connection with these Terms, such Party shall: (a) process such data lawfully, fairly, and transparently; (b) limit processing to what is necessary for the performance of these Terms; and (c) implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction, or damage.
17.3 Where Seller acts as a data processor on behalf of Buyer, the Parties shall enter into a separate Data Processing Agreement consistent with Article 28 of the GDPR.
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18. COMPLIANCE WITH LAWS & ETHICAL STANDARDS
18.1 Each Party shall comply with all applicable laws and regulations, including but not limited to those relating to anti-bribery, anti-corruption, fair competition, export control, sanctions, labor practices, environmental protection, and occupational health and safety.
18.2 Each Party warrants that it has not and will not engage in any activity that would violate the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption or sanctions laws.
18.3 Seller reserves the right to suspend or terminate performance under these Terms immediately if Buyer is reasonably suspected of violating this clause.
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19. TERMINATION
19.1 Either Party may terminate these Terms or any accepted order immediately upon written notice if the other Party: (a) materially breaches these Terms and fails to remedy such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, enters into bankruptcy or liquidation proceedings, or ceases business operations.
19.2 Termination shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination.
19.3 Clauses which by their nature are intended to survive termination (including but not limited to Clauses 9, 10, 13, 16, and 17) shall remain in full force and effect.
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20. LIMITATION ON USE / RESALE RESTRICTIONS
20.1 Buyer shall not modify, disassemble, reverse-engineer, or otherwise alter the goods supplied under these Terms without Seller’s prior written consent.
20.2 Buyer shall not remove or alter any proprietary markings or labels on the goods.
20.3 Unless otherwise agreed in writing, Buyer shall not resell, export, or distribute the goods outside the agreed territory or to any country or person subject to applicable trade restrictions, embargoes, or sanctions.
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21. NOTICES
21.1 All notices or communications required or permitted under these Terms shall be in writing and shall be deemed duly given when delivered by hand, sent by courier, registered mail, or by confirmed email to the respective addresses of the Parties stated in the order or as otherwise notified in writing.
21.2 Notices shall be deemed received: (a) on the date of delivery if delivered by hand or courier; (b) three (3) business days after posting if sent by registered mail; or (c) on the date of transmission if sent by email with confirmation of delivery.
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22. SEVERABILITY
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed replaced by a valid provision that most closely reflects the original intent of the Parties.
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23. MISCELLANEOUS
23.1 No waiver of any provision shall constitute a waiver of any other or subsequent breach.
23.2 These Terms, together with any order accepted by Seller, constitute the entire agreement between the Parties.
23.3 No amendment shall be binding unless made in writing and signed by duly authorized representatives of both Parties.

Please check for details also our Export Country Policy which is an integral part of our EdgeOpia Sales tems& conditions