1. Overview and Applicability

1.1 The Terms and Conditions of interMsolve apply to all information, offers, products, services, orders, agreements and deliveries of interMsolve, all in the broadest sense. The terms “we”, “us” and “our” in all correspondence and on our website (“Site”) refer to interMsolve. The terms “you”, “your” and “yours” in all correspondence and on our website (“Site”) refer to you as our customer and/or supplier, hereinafter referred to as Other Party.

1.2 By visiting our Site or parts thereof and/or by ordering an item, you agree to these Terms and Conditions, including any additional terms and policies stated here. Please read this document carefully before leaving your details or placing an order. For questions about these conditions, please contact us at info@intermsolve.com.

1.3 We reserve the right to modify, change or replace the Terms and Conditions in whole or in part by publishing updates and/or changes on our website. You are responsible for regularly checking this page to see if anything has changed. Your continued use of the Site after we post changes means you accept those changes. You can review the most current version of the Terms and Conditions here.

1.4 The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms and Conditions.

1.5 The Terms and Conditions of the Other Party are in no way applicable, unless and insofar as interMsolve has agreed to this in writing.

2. Agreement and Termination

2.1 All quotations, price lists, offers and other announcements of interMsolve are always without obligation. The agreement between interMsolve and the Other Party is only concluded after written agreement confirmation by interMsolve of the acceptance of the offers and quotations by Other Party, or when interMsolve has started with the execution of the agreement.

2.2 We reserve the right to refuse providing information, products and/or service to any Other Party, for any reason, at any time and without further notice.

2.3 We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per contact person, per organization or per order. These restrictions may include orders placed by or under the same customer account, and/or orders that use the same billing and/or shipping address.

2.4 The agreement is binding once interMsolve has confirmed the order in writing. Please note that if it appears that an order has been placed under false conditions or if there is another reason for us to dissolve the agreement, we reserve the right to do so without further notice. A breach or violation of any of the Terms and Conditions will result in an immediate termination of the agreement (even after you have placed the order).

2.5 If interMsolve enters into an agreement with any employee of a legal entity, the management of that entity guarantees fulfillment of all obligations arising from that agreement for that entity.

2.6 The Other Party will at all times strictly comply with an agreement concluded with interMsolve and perform without deviations.

2.7 If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our services (or any part thereof).

2.8 The Other Party agrees that in case the agreement has not yet been fulfilled by the Other Party in part or in whole, interMsolve has the right, with immediate effect, without judicial intervention, and without being required to pay any compensation for any damage whatsoever, without prejudice to interMsolve’s right to full reimbursement of costs from the Other Party and damage, to dissolve the agreement by registered letter, if:

• the Other Party refuses to pay in time and/or to pay in advance if the Other Party has agreed to do so;
• the Other Party (in the case of a natural person) dies;
• the Other Party has applied for suspension of payments or has entered into a suspension of payments;
• the Other party is declared bankrupt or its bankruptcy is filed;
• the Other party does not, not fully, not reasonably or not sufficiently, comply with everything from the agreement with interMsolve and, despite a request allowed, has failed to rectify the shortcoming within seven (7) days after a request to recover.

2.9 interMsolve is authorized to cancel the full or partial performance of the agreement if and as long as the Other Party does not, not fully, not properly or not on time complies with any provisions ensuing from the agreement between the Other Party and interMsolve obligation to the latter.

2.10 interMsolve is also authorized if, in its reasonable opinion, the financial situation of the Other Party gives cause to do so, request for payment in advance or security in the form of a bank guarantee, mortgage, pledge or bond, or suspend the full or partial performance of the agreement.

2.11 Cancellation by the Other Party of a concluded agreement is only possible with the prior written consent of interMsolve. If interMsolve agrees with the cancellation, the Other Party owes interMsolve compensation of at least 25% of the total amount of the concluded agreement, without prejudice to interMsolve’s right to full compensation of costs and damages.

2.12 A dissolution as referred to in this article will not result in any rights of interMsolve, which by their nature are meant to live on, end.

3. Information Obligation

3.1 Without prejudice to all other rights of interMsolve, the Other Party, if it foresees or must reasonably foresee that it will fail to comply with one or more of its obligations, is obliged to inform interMsolve thereof in writing without delay, stating the reasons and the probable duration of the shortcoming.

3.2 The Other Party undertakes actions proactively to provide interMsolve with all information that may be important to interMsolve in the context of the agreement.

3.3 Failure to comply (in time and/or in full) with the obligations under this article results in that the Other Party cannot invoke force majeure in this respect.

4. Transfer of Rights and Obligations

4.1 The Other Party is not permitted, without interMsolve’s prior written permission, to transfer and/or assign rights and obligations arising from the agreement to a third party by assigning, pledging or transfering (in ownership) under any title whatsoever.

4.2 interMsolve is authorized to transfer the agreement, any rights and/or obligations arising therefrom, to a third party (ex Article 2:24b BW). Insofar as required, the Other Party grants its permission for this on the basis of Article 6:159 of the Dutch Civil Code.

5. Prices and Modifications

5.1 All offers, quotes, prices or other notices for our products and/or services are without obligation at all times and may be subjected to change at our sole discretion, without notice. The prices quoted by interMsolve are without obligation at all times, in the sense that they are based on the information provided at the time of the request and delivery ex-works, the exchange rates of foreign currencies, insurance premiums, carriage, margin schemes and other costs, and are only valid for the quantities offered. The prices are exclusive of turnover tax and other government charges on sales and deliveries.

5.2 If following the date of the agreement one or more cost price factors are subject to an increase, even if this as a consequence of foreseeable circumstances, interMsolve will be entitled to increase the agreed price accordingly. Unless stated otherwise, the prices are quoted per item and are exclusive of turnover tax and other government charges on the sale and delivery.

5.3 Offers and/or discounts do not automatically apply to repeat orders.

5.4 We reserve the right at any time to modify or discontinue the product and/or service (or any part or content thereof) without notice at any time.

5.5 We shall not be liable to you or to any third party for any modification, price change, global delivery problem, suspension or discontinuance of the product and/or service.

6. Guarantee and Expiration

6.1 interMsolve stands for high-quality products. That is why interMsolve offers a guarantee of two years on the material after delivery by interMsolve.

6.2 The guarantee does not apply if the product is visually damaged, or if the defect is the result of improper use, negligence, improper installation or improper testing of the items, or not by interMsolve authorized attempts at repair, unauthorized changes or use of the products or when the defect is a result of improper use of the products or of a fire or any other accident.

6.3 If during the warranty period the Other Party does not meet its payment obligations in time any warranty obligation immediately expires.

7. Delivery

7.1 The delivery times are indicative. No rights can therefore be derived from the stated periods. If we do not deliver within the expected delivery time, this can never be a reason to submit a claim or dissolve the order in whole or in part.

7.2 An indication of the expected delivery time will be issued once all necessary information and documentation has been made available to interMsolve when ordering.

7.3 interMsolve has complied with its obligation to deliver, by having the product(s) offered for delivery to the Other Party once only. The report by the shipper will always serve as full proof that the delivery has been offered to the Other Party. If and in so far as acceptance is refused, the return carriage, storage costs and other costs will be charged in full to the Other Party.

7.4 Delivery takes place while stocks last. If our product is sold out or we can no longer obtain certain parts of the product, we cannot guarantee that the item will be restocked.

7.5 If you have accidentally entered the wrong delivery address, interMsolve is not responsible for these additional shipping costs. If the package has been delivered to the wrong address due to a wrong address you provided during the ordering process and the package has not been returned to the sender address, interMsolve is not obliged to send a new product or refund your money.

7.6 If the delivery cannot be made at the agreed time or within the agreed period of time, interMsolve will be entitled to make part deliveries. This does not apply in the event that a part delivery has no separate value. In the case of part deliveries, interMsolve is also entitled to invoice each part delivery separately in accordance with the applicable payment conditions.

8. Product Ownership

8.1 The risk of the products to be delivered by interMsolve will pass in full to the Other Party upon actual delivery of the product(s) at the delivery address stated on the packing slip. After delivery, the responsibility is transferred to you.

8.2 All delivered products remain the exclusive property of interMsolve until the moment on which the Other Party has fulfilled all obligations arising from the agreement. Despite the retention of title, the products delivered at the Other Party are at the Other Party’s own expense and risk.

8.3 As long as the above obligations have not been met, the Other Party does not alienate the requested items, nor makes use of a pledge of non-possessory pledge. If the Other Party nevertheless delivers the products subject to retention of title, to a third party, the Other Party is obliged to explicitly state the reservation of ownership of the products.

9. Force Majeure and Worldwide Delivery Problems

9.1 We do our utmost to provide high quality products, but are dependent on worldwide production and/or parts deliveries. Any problems that may arise in this regard, can never be a reason to file a claim with interMsolve. If due to a situation of force majeure fulfillment of the delivery obligations of interMsolve cannot reasonably be expected, it is entitled to postpone the delivery for a period of time equal to that of the continuation of that force majeure or other circumstances of such nature.

9.2 In these Terms and Conditions, force majeure means, in addition to how it is meant in law and jurisprudence, all external causes foreseen or unforeseen, interMsolve has no influence on, and as a result interMsolve is not responsible to fulfill its obligations. Force majeure releases interMsolve from its contractual obligations.

10. Payment

10.1 Payment of the invoice amounts must be made within thirty (30) days at the latest invoice date to be credited to interMsolve’s account.

10.2 The payment term as amended in Article 10.1 is a deadline. If full payment, or partial payment has not been fulfilled, or if (extra) judicial suspension of payment, bankruptcy of a debt rescheduling scheme of the Other Party has been requested or is pronounced the Other Party has been found to be in default and is without further notice of default demand from the moment that the claim against the Other Party occurred, the intermediate Dutch statutory commercial interest is immediately due and payable, whereby a part of one (1) month as a full month is considered over the outstanding due and payable amount (principal sum including credit cost allowance of 1.5% per month and statutory commercial interest).

10.3 If interMsolve takes (extra)judicial measures in connection with late payments, all costs considered suspicious will be borne by the Other party, which has a minimum of 15% of the outstanding claim, with a minimum amount of 50,- (fifty) euro, without prejudice to the full claim.

10.4 If the Other Party has one or more (counter)claims for whatever reason, or will obtain on interMsolve, the Other Party waives the right on settlement with any invoice of interMsolve with respect to such claim(s). This right also lapses if suspension of payment and/or bankruptcy or debt restructuring is requested or pronounced, on the Other Party.

11. Returns

11.1 We advise you to check the condition and the number of products as soon as possible and at the latest within 7 days. After the expiry of the aforementioned period, the delivered products are considered irrevocable and unconditionally accepted by the Other Party. If interMsolve is responsible for a defective or wrong delivery, it is possible to return the product and get a refund. Make sure to contact us at info@intermsolve.com and include at least the following information: your order number and reason for return. Please note that in case the product was custom made, the product can never be returned or refunded.

11.2 If the package in which the product was shipped is damaged in transit, please notify us within 24 hours after receiving it (and include photos of the damage). If the package is intact and any damage has occurred to the product afterwards, the product cannot be returned nor refunded.

11.3 If your complaint or objection is found to be well-founded by us, you can indicate whether you want us to replace it, or whether you want a refund. Depending on the complaint or objection, in the latter case the entire purchase amount or part, will be refunded. The product can only be replaced with a replacement copy while stocks for this product last.

11.4 If you use, damage and/or resell the product after establishing a defect, your right to return it and get a refund will lapse entirely.

11.5 If the products have been assembled or processed by the Other Party, a refund – regardless of the grounds, including the case of incorrect delivery – is not possible, even if it is submitted within the set deadline; in such cases interMsolve is not obliged to make any kind of concession whatsoever.

11.6 In case you return a product, please make sure to pack the product carefully in the original packaging and send it to our return address below. Please note that we recommend an insured sending for an order amount higher than 100 euros because we cannot guarantee that the product will reach us in good condition. After we receive the package, the responsibility is transferred to us. Until this moment, you will be responsible for the package.

Return Address
in2orbit B.V.
Attn. to: department iMS
Einsteinstraat 16
3902 HN Veenendaal
The Netherlands

11.7 Please note that repairs usually take place in our Dutch repair location (remotely). In exceptional cases, the repair can also take place at your location, provided that it is located within The Netherlands.

12. Delivery Restriction (only Europe)

12.1 The by interMsolve delivered products have a quality mark according to European regulations. The products offered by interMsolve are intended for the European market exclusively. Sale and/or installation of these products in other countries may be subject to restrictions or not be permitted and is at the full risk of the Other Party. The Other Party indemnifies interMsolve for all possible damage and costs as a result.

13. Damage and Liability

13.1 interMsolve, its employees or third parties engaged by it are not liable for any damage of the Other Party with regard to any delivery obligation, the delivery of products, the delivered products themselves and/or their use, or any by interMsolve or on its behalf activities, services or advice given, including understood damage as a result of the non-proper fulfillment of a repair or redelivery obligation.

13.2 The following are also not eligible for compensation: transport costs, travel and accommodation costs, costs of (dis)assembly and/or (re)installation, reduction of profit, business interruption, even if interMsolve has been notified of the possibility of such forms of damage.

13.3 The exceptions referred to in parts 13.1 and 13.2 will apply if and insofar as the Other Party proves intent or willful recklessness on the part of interMsolve, in which case interMsolve will never be obliged to pay more than compensation for the direct damage suffered by the Other Party (see Article 13.4).

13.4 interMsolve’s liability under Article 13.3 is at all times limited to replacement of the sold and/or delivered and/or taking back the sold and/or delivered products and crediting to the amount invoiced for the sold and/or delivered amount, or (in the case of the provision of services) to compensation for the amount specified in the order relevant invoice amount, always at the discretion of interMsolve.

13.5 The products delivered by interMsolve meet the agreed quality standards. However, interMsolve never guarantees that the delivered products are suitable for the purpose for which the Other Party wishes to edit, process, or use the product. Samples are provided by way of indication only.

13.6 If the agreement between the Other Party and interMsolve, concerns products that belong to third parties involved, the Other Party has no rights other than those which he can enforce directly against the manufacturer or against the supplier of interMsolve on account of a guarantee given by that manufacturer or supplier on the delivered products. The handling of a warranty claim is entirely at the discretion of the concerned manufacturer or importer.

14. Limitation of Liability and Warranty

14.1 interMsolve indemnifies itself against all claims. We are not responsible for damage in any form whatsoever and whether it concerns direct, indirect or any consequential damage.

14.2 interMsolve is also not liable if the agreement cannot be fulfilled due to force majeure. Force majeure includes all unforeseen circumstances as a result of which compliance with the agreement cannot be required of the contractor. interMsolve can in this case postpone the agreement or dissolve it in whole or in part. Force majeure discharges interMsolve from its contractual obligations.

14.3 interMsolve is also not liable for any foreseeable national or global circumstances beyond our control. interMsolve can in this case postpone the agreement or dissolve it in whole or in part. These circumstances discharge interMsolve from its contractual obligations.

14.4 We do not guarantee, represent or warrant that your use of our product and/or service will be uninterrupted, timely, or error-free.

14.5 You expressly agree that your use of, or inability to use, the product and/or service is at your sole risk. The service and all products delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

14.6 Our product may control and/or communicate with other kinds of products such as stop signs, sirens and more. The products controlled by our product may be from other suppliers. For that reason, we cannot guarantee the quality of these other products or their flawless operation. We are not responsible for examining or evaluating the quality of other suppliers products and we do not warrant and will not have any liability or responsibility for any third party materials, products, or services. Complaints, claims, concerns, or questions regarding third party products should be directed to the third party.

14.7 In no case shall interMsolve, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. This article also applies to any organization (the Other Party) we supply to and to all other reselling parties and end users.

14.8 Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. Please note that our products are exclusively intended for the European market. Therefore, we are only bound by Dutch or European legislation. We disclaim any liability for unauthorized deliveries outside Europe.

15. Indemnification

15.1 You agree to indemnify, defend and hold harmless interMsolve and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

15.2 The Other Party indemnifies interMsolve against all third party claims for compensation damage or otherwise, which are directly or indirectly, directly or indirectly related with the concluded agreement(s) and products and/or services supplied by interMsolve as a result of third party claims. The Other Party also indemnifies interMsolve against all claims from third parties for compensation for damage or otherwise, which are directly or indirectly related to processing and/or (electronic) transmission of the information provided by interMsolve information. The indemnification in this article does not apply in case of intent or deliberate recklessness of interMsolve.

16. Account Information and Integrity

16.1 You agree to provide current, complete and accurate information about yourself and your organization at all times. You agree to promptly update your account and other information, and to explicitly notify us if there are any relevant changes to be mentioned. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties.

16.2 The Other Party is not entitled to use, reproduce, publish or disclose to third parties all or part of the documents or otherwise as referred to in this article without prior written permission from interMsolve, unless for its own use.

16.3 Please note that it is strictly forbidden that our products or information about our products or services end up with unauthorized persons and/or third parties. As soon as you receive additional information, products or else, you are responsible for protecting it at all times.

16.4 You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the service, violate any laws in your jurisdiction (including but not limited to copyright laws).

16.5 You agree not to reproduce, duplicate, copy, or exploit any portion of the product and/or service, use of the product and/or service, or access to the product and/or service or any contact on the website through which the product is provided, without express written permission by us. You only have permission to resell our product to third parties for which we intended the product.

17. Illustrative Purposes

17.1 Please note that although our information has been carefully compiled, we may provide information that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change and/or update information at any time without notice (including after you have placed your order).

17.2 We have made every effort to display as accurately as possible the colors and images of our products. Nevertheless, all images, photos, dimensions, weights, colors, specifications and so on, on the Site, are for illustrative purposes only. If a product does not meet your expectations, this cannot be a reason to submit a claim or terminate the agreement. interMsolve is not liable for inaccuracies in or deviations from the aforesaid information.

18. Intellectual Property Rights

18.1 All images, drawings, diagrams and designs referred to, and in general all that is produced and/or published by interMsolve, remains in its full ownership and must be returned to it immediately on request.

18.2 The intellectual property rights to the images, drawings, diagrams, designs, models and moulds made by interMsolve and/or by order of the Other Party, and all that concerns further the performance of the agreement, irrespective of whether costs have been charged for this, are vested exclusively in interMsolve.

19. Prohibited Uses

In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the Site or its content or information elsewhere provided by us:

• for any unlawful purpose;
• to solicit others to perform or participate in any unlawful acts;
• to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
• to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
• to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• to submit false or misleading information;
  to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the product and/or service or of any related website, other websites, or the Internet;
• to collect or track the personal information of others;
• to spam, phish, pharm, pretext, spider, crawl, or scrape;
• for any obscene or immoral purpose;
• to interfere with or circumvent the security features of the product and/or service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the product and/or service or any related website for violating any of the prohibited uses.

20. Personal Information and Privacy

20.1 With great care and consideration, we will collect, store and use the personal information you provide to us. For example, to verify you and your organization and to be able to contact you about your question or request.

For more information, please see our Privacy Policy.

21. Depositing Terms and Conditions and Publication

21.1 This ‘Terms and Conditions’ document, of interMsolve, was deposited at the Chamber of Commerce in Haarlem on August 12, 2023, as well as published on www.intermsolve.com.

21.2 The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

21.3 These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to the product and/or service constitutes the entire agreement and understanding between you and us and govern your use of the product and/or service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

21.4 Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

21.5 In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

21.6 These Terms and Conditions and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of The Netherlands. In case of disputes, we address the court in Haarlem, The Netherlands, unless mandatory law requires another court and/or judge in The Netherlands.

22. Contact Information interMsolve

Address: Schreveliusstraat 8RD, 2014 XR Haarlem, The Netherlands
Business registration number Chamber of Commerce: 871.38.387
VAT number: NL004365973B46
Contact: info@intermsolve.com

These Terms and Conditions were last updated on April 15, 2023.