1. Definitions and scope

1.1 "Goods" means the hardware, optical transceivers, accessories, software media and services the Seller supplies. "Contract" means any agreement for the supply of Goods. "In writing" includes e-mail.

1.2 The Seller sells only to businesses. The Buyer confirms that it does not act as a consumer.

2. Application

2.1 These terms apply to all quotations, order confirmations, deliveries and Contracts of the Seller.

2.2 The Buyer's purchasing or other general terms are expressly rejected and do not apply, even if they are referred to in an order, unless the Seller accepts them in writing by an authorised representative.

2.3 Deviations from these terms are only valid if agreed in writing. If any clause is invalid, the other clauses remain in force and the invalid clause is replaced by a valid clause that comes closest to its purpose.

3. Quotations and orders

3.1 Quotations are valid for 7 days, are subject to prior sale and availability, and are not binding offers. Price lists and webshop listings are invitations to make an offer.

3.2 A Contract is formed only when the Seller confirms the order in writing or starts delivery. The Seller may refuse or cancel an order, for example after a credit or compliance check, without liability.

3.3 The Buyer is responsible for the correctness of its order, including part numbers, quantities, compatibility and specifications. Obvious errors in quotations or invoices do not bind the Seller.

4. Description and condition of Goods

4.1 Goods may be sourced from different original equipment manufacturers ("OEM") and channels. A part number describes the Goods and is not a statement that the Goods come from a particular OEM channel or carry OEM support.

4.2 The condition grade stated in the quotation applies: NEW RETAIL (new, from a distributor or manufacturer, OEM warranty may apply); NEW / UNUSED (never used, sealed or excess stock, OEM warranty unlikely); NEW OPEN BOX (unused, packaging opened, accessories may be missing); REFURBISHED / USED (used, tested and refurbished, plain packaging, cosmetic marks possible); AS IS (untested, no warranty); PULLS (unused, removed from a system, no original packaging).

4.3 Goods sold as "compatible" (including Innova Optical Transceivers) are third-party products coded to work with the named OEM platforms. They are not made or endorsed by that OEM. OEM names and trademarks are used only to identify compatibility.

4.4 Pictures, weights and dimensions are indicative.

5. Software and licences

5.1 Software, firmware and licences on or for the Goods remain subject to the licence terms of their owner. Unless a licence is expressly listed as a separate line in the quotation, the Seller does not sell or transfer any software licence, right-to-use or OEM support entitlement.

5.2 The Buyer is responsible for obtaining any licence, OEM support contract or registration it needs. The Seller does not guarantee that an OEM will provide support, updates or licence transfers for refurbished or used Goods.

6. Prices

6.1 Prices are in euro, excluding VAT, duties, shipping and insurance, unless the quotation states otherwise.

6.2 The Seller may adjust prices before delivery if costs rise because of exchange rates, duties, levies or a change requested by the Buyer.

7. Payment

7.1 Payment is due within the term stated on the invoice. Time of payment is of the essence. If no term is stated, payment is due within 14 days of the invoice date.

7.2 If the Buyer does not pay on time, it is in default without notice. From the due date it owes the statutory commercial interest (Article 6:119a Dutch Civil Code, Directive 2011/7/EU) and all judicial and extrajudicial collection costs, with a minimum of 15% of the outstanding amount and at least EUR 40.

7.3 The Buyer may not set off, deduct or suspend payment because of a claim against the Seller.

7.4 The Seller may at any time require prepayment or security, set or change a credit limit (also based on its credit insurer's decision), and suspend deliveries while any amount is overdue or the credit limit is exceeded.

8. Delivery and risk

8.1 Delivery takes place under the Incoterm (Incoterms 2020) stated in the quotation. If none is stated, delivery is FCA Katwijk, the Netherlands. Risk passes to the Buyer under that Incoterm.

8.2 Delivery dates are estimates and not strict deadlines. Late delivery does not entitle the Buyer to compensation or to cancel unless the Seller is in default after written notice with a reasonable period of at least 14 days.

8.3 The Seller may deliver in parts and invoice each part separately. If the Buyer does not take delivery, the Goods are stored at the Buyer's cost and risk.

9. Inspection and complaints

9.1 The Buyer must inspect the Goods on receipt. Visible transport damage or missing boxes must be noted on the proof of delivery and reported in writing within 2 working days.

9.2 Other non-conformities (wrong part, quantity or condition, dead on arrival) must be reported in writing within 5 working days of delivery, with serial numbers and a description. After these periods the Goods are deemed accepted, without prejudice to the warranty in clause 11.

9.3 A complaint does not suspend the Buyer's payment obligation.

10. Retention of title

10.1 The Goods remain the Seller's property until the Buyer has paid all amounts owed to the Seller under this and any other Contract, including interest and costs.

10.2 Until then the Buyer must store the Goods separately and recognisably, insure them, and may only resell them in the normal course of business. The Buyer authorises the Seller to enter its premises to take back the Goods if it does not pay. Where the law of the destination country offers a more extensive retention of title, that also applies.

11. Warranty

11.1 NEW RETAIL Goods carry only the OEM's warranty, if any. REFURBISHED, USED, NEW / UNUSED, NEW OPEN BOX and PULLS Goods carry the Seller's warranty stated in the quotation, or, if none is stated, the Seller's Lifetime Warranty (Limited) as published on networkser.com. Innova Optical Transceivers carry the warranty stated in the quotation. AS IS Goods carry no warranty.

11.2 The warranty covers hardware defects under normal use. It does not cover misuse, wrong installation, power surges, environmental damage, cosmetic issues, normal wear, consumables, software, or Goods whose serial numbers, labels or seals have been removed or altered.

11.3 Under the warranty the Seller will, at its choice, repair or replace the Goods with the same or an equivalent model, or credit the price paid. This is the Buyer's only remedy for defective Goods.

12. Returns (RMA)

12.1 No Goods may be returned without a valid RMA number issued by the Seller through its RMA form or customer care. Returns must be well packed, with the RMA number visible, and include all parts received.

12.2 For warranty returns the Seller pays the return of the repaired or replacement unit; the Buyer pays the shipment to the Seller, unless the Goods were dead on arrival and reported under clause 9.2.

12.3 Non-defective Goods are taken back only with the Seller's written consent, in their original and undamaged condition, at the Buyer's cost and subject to a restocking fee of 25% for refurbished Goods and 30% for new Goods. NEW RETAIL and NEW / UNUSED Goods must be returned unopened.

12.4 The Buyer must remove all data and configurations from returned Goods. The Seller is not responsible for any data left on returned Goods.

13. Cancellation

13.1 An order can only be cancelled with the Seller's written consent. Goods sourced specifically for the Buyer (back-to-back orders) and NEW RETAIL Goods cannot be cancelled.

13.2 If the Seller agrees to a cancellation, it may charge 25% of the order value, or 50% for Goods sourced specifically for the Buyer, plus any costs already incurred.

14. Liability

14.1 The Seller is not liable for indirect or consequential loss, including loss of profit, revenue, data, use, business interruption or reputation.

14.2 The Seller's total liability under or in connection with a Contract is limited to the invoice value of the Goods concerned and in any event to the amount paid out under the Seller's liability insurance in that case.

14.3 These limitations do not apply to damage caused by intent or deliberate recklessness of the Seller's management, or where the law does not allow them.

14.4 Any claim against the Seller lapses 12 months after the Buyer became aware or could reasonably have become aware of it.

15. Export control and sanctions

15.1 The Goods are subject to EU and Dutch export control and sanctions laws. The Export Control and Sanctions Clause in Annex 1 forms part of every Contract, including the prohibition to re-export to Russia or Belarus under Article 12g of Regulation (EU) No 833/2014.

15.2 The Seller may refuse, suspend or cancel any order or delivery without liability if it reasonably believes this is needed to comply with those laws.

16. Force majeure

16.1 The Seller is not liable for failure or delay caused by circumstances beyond its control, including failure or delay of suppliers or carriers, strikes, fire, flood, epidemics, cyber incidents, government measures, and new or changed sanctions or export rules.

16.2 If force majeure lasts longer than 60 days, either party may terminate the affected part of the Contract in writing without liability.

17. Confidentiality and data protection

17.1 Both parties keep the other party's prices and confidential information confidential.

17.2 The Seller processes personal data in line with the General Data Protection Regulation (EU) 2016/679 and its privacy policy on networkser.com. The Seller may share data with credit insurers and collection agencies where needed.

18. Law and disputes

18.1 Contracts with Networkser Group B.V. are governed by Dutch law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

18.2 All disputes shall be decided exclusively by the competent court in The Hague, the Netherlands. The Seller may also bring a claim before the court of the Buyer's domicile.

18.3 Collection of overdue invoices may be handed over to a collection agency in the Buyer's country.

18.4 Contracts with Networkser Italy S.r.l. are governed by Italian law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

18.5 All disputes shall be decided exclusively by the competent court of Rome, Italy. The Seller may also bring a claim before the court of the Buyer's domicile.

18.6 Late payment interest under clause 7.2 for contracts with Networkser Italy S.r.l. is the interest under Legislative Decree 231/2002.

18.7 These terms are drawn up in English. If they are translated, the English text prevails.