Download GENERAL TERMS OF DELIVERY of marXact B.V. in English

GENERAL TERMS OF DELIVERY of marXact B.V.

30 September 2026 version

We are marXact, a young and 100% Dutch company developing universal and cost-efficient measurement solutions for a broad public. This document contains our General Terms of Delivery (hereinafter: the “Terms”): the terms that apply to our cooperation.

Article 1: Applicability of our Terms

These Terms apply to all our offers and agreements. The applicability of other (general) terms and conditions is excluded.

Article 2: Offers and Contracts

  1. Unless agreed otherwise, all our offers are without obligation.
  2. Our quotations are always subject to a change of price in the interim. Our prices are: (i) listed in euros (€); (ii) based on delivery ex works or ex warehouse; (iii) exclusive of VAT, import duties, and other taxes, levies, or duties; (iv) exclusive of the costs of transport and insurance, to the extent the shipment cannot be shipped using UPS Standard; and (v) exclusive of the costs of assembly, installation, and commissioning, unless explicitly stated otherwise, in which case the said costs will be separately specified.
  3. We may charge an amount of €50 in administrative and shipping costs for orders or deliveries up to €500.
  4. All brochures, catalogues, price lists, and folders provided in connection with an offer, all associated (technical) information provided in the form of designs, drawings or other illustrations, models, samples, tables, schedules, etc., and all other data and information provided explicitly remains our industrial and intellectual property. Copying any material, data, or information as referred to in the previous sentence and/or having it made known to third parties in whatever way and/or allowing it to be used by third parties and/or selling it or placing it at anybody’s disposal, in all cases either in whole or in part, without our prior written permission is prohibited. No use may be made of this material, data, and information other than personal use. If no agreement is concluded within the offer period, or if an agreement concluded with us is cancelled for whichever reason, all the material, data, and information referred to herein must immediately be destroyed or, at our request, be returned to us.

Article 3: The Agreement

  1. You agree with our offer and an agreement is concluded if:
  2. a) we have received a confirmation of acceptance by post or e-mail;
  3. b) we have sent you an order confirmation in response to an order made via the webstore or to the oral acceptance of an offer.
  4. Should you wish to emend the substance of our agreement at a later point, please submit your proposed emendation to us in writing. We will assess your proposal and inform you about the conditions that need to apply for us to agree with the emendation as soon as possible.

Article 4: Delivery and Delivery Terms

  1. Except in case we agreed otherwise in writing, all deliveries are made on a carriage paid-basis to your office, house, or any other place as designated by you within the set term.
  2. Unless otherwise agreed in writing, delivery takes place when the goods are unloaded at the agreed place of delivery. This also applies where we assemble, install or commission the goods. The transfer of risk is governed by Article 6.
  3. Any defects of and damage to the goods supplied must be reported to us in writing within the term of 1 week from delivery. Should we receive no such report, we will assume that the goods supplied have been delivered in proper order, without shortage, and without damage.
  4. We are entitled to make partial deliveries and to invoice such partial deliveries separately.
  5. Unless agreed upon otherwise, the delivery terms stated in our offer are not fatal deadlines. This means that you must first give us notice in case our delivery is late before we actually will be in default.
  6. If receipt of the goods is not taken within the delivery term, or if the call-off deadline is not observed, we will be entitled to invoice you for the goods concerned and to store these goods at our discretion, and for your account and risk.
  7. We do our utmost to have you be satisfied. Should you still have a complaint, please submit it via e-mail to support@marxact.com. We will provide you with a substantive response to your complaint within a reasonable term.

Article 5: Subscription, Cancellation, and Payment Conditions

Should you take out a subscription (software licence and/or data storage service for a limited term) with us, the following applies:

  1. Subscriptions are taken out for a set term. The duration of the term is indicated in our store.
  2. The subscription is tacitly renewed for a term equal to the term it was initially taken out for, unless it is cancelled by e-mail to support@marxact.com no later than the first day of the month preceding the month in which the current term ends. If the subscription has not been cancelled by that date, the renewal is binding and we issue the invoice for the renewed term on or after that date.
  3. In the case of cancellation, the subscription will run until the end of the current term or, should the cancellation deadline not have been observed, until the end of the following term. No subscription fee refunds may be claimed.
  4. The initial subscription fee is paid in advance via our store. Renewal invoices are issued in advance of the new term and are payable within 14 days of the invoice date, in accordance with Article 9. Where a payment method has been selected in the store, renewals will be charged or collected via that method, for which you grant us full advance consent and authorisation. If the renewal invoice has not been paid in full at the start of the new term, we may suspend access to the software and services from that date until payment has been received in full. Suspension does not shorten the term, does not affect the payment obligation for the term, and does not entitle you to a refund or extension for the period of suspension.
  5. Switching and termination of Cloud Services. For UNI-Cloud and other services subject to Chapter VI of Regulation (EU) 2023/2854 (the “Data Act”), you may switch to another provider or your own infrastructure, or request termination and deletion of your data, by emailing support@marxact.com. The notice period is two months, unless we agree a shorter period. Switching will then be completed within thirty calendar days. If technically unfeasible, we will notify you within fourteen working days of your request, explain why and specify an alternative transition period not exceeding seven months.
  6. Assistance and export. We will provide reasonable assistance to you and your authorised destination provider, support your exit strategy, disclose known risks to service continuity, and maintain the agreed service, continuity and security during switching.
  7. Completion, retrieval and deletion. The affected agreement ends upon successful completion of switching or, if you request deletion instead, upon expiry of the notice period. Thereafter, we will delete your exportable data and digital assets, provided switching has been successfully completed, unless retention is legally required. If you request deletion instead of switching, deletion will take place upon termination, subject to the same legal exception. Personal data remains subject to the applicable data processing agreement.

Article 6: Risk

To the extent permitted by law, the risk associated with the goods to be delivered by us is transferred to you at the following moments: in the case of goods in stock, at the time they have been set apart for you; and with respect to all other goods, at the time the goods are loaded for transport to you or to the place designated by you.

Article 7: Guarantees and Service

  1. We guarantee the quality of the materials used by us and their promised characteristics, as well as the correct working of the goods provided by us. For new products, this guarantee is valid for a period of twenty-four (24) months from the time of delivery. For goods procured by us elsewhere, we only provide a guarantee if and insofar as such is provided by the original manufacturer. For products that are not new a guarantee is only valid if and insofar as this has been explicitly agreed between us. The provisions of these Terms apply equally to such guarantee. Should any of the goods delivered be defective, we will, at our discretion, either repair the defects or replace the goods.
  2. Goods that are to be repaired under the guarantee must be sent to us carriage-paid. If the guarantee work is to be performed outside our own company, we are entitled to pass on the associated reasonable expenses to you to the extent permitted by law.
  3. If, in our opinion, the goods tendered for rectification or repair exhibit no defects, all costs incurred will be passed on to you, even during the guarantee period.
  4. All guarantee agreements lapse if you (i) make changes and/or conduct repairs to the product supplied yourself or allow such to be made or conducted; (ii) if the product supplied has not been or is not being used or treated in material accordance with the supplied or applicable (manufacturers’) instructions or the user manual, or is being used or treated injudiciously in any other way; (iii) if any party other than marXact has made a software change in or with regard to the product supplied; (iv) if the product supplied has been or is being used or applied for purposes other than for which it is intended; or (v) if the product supplied has been or is being used in a way which we in all reasonableness could not have expected.
  5. No guarantee is provided for consumables.
  6. If you are in material breach of your obligations under these Terms or the agreement and have failed to cure the breach within 14 days after written notice, our guarantee obligations are suspended for the duration of the breach.

Article 8: Permits etc.

  1. Our equipment uses various frequency bands for purposes including, but not limited to, location tracking and the communication between the base station and the rover. The free use of these frequency bands is laid down on a national and/or regional level. You, the user, are yourself fully responsible for becoming familiar with the relevant legislation in this field before using our products. We are in no way responsible for your usage of the equipment and can never be held liable for any costs arising and/or damages suffered because of it. The frequency bands for each product are listed on our website or provided in the manual of the product concerned. The risk of not being able to use our equipment due to the lack of free/suitable frequency bands in the relevant region is wholly your own and such circumstance does not affect your other obligations, such as the payment obligations, under the Agreement.
  2. The lack of any permits, concessions, licences, consents, etc., as referred to hereinbefore will be considered an attributable failure (breach) on your part and does not release you from any of your obligations to us, nor can it serve as a reason for the suspension of your fulfilment of your obligations to us.
  3. You, as the user, are liable for all damage which may be caused, directly or indirectly, by the lack of any permits, concessions, licences, consents, etc., as referred to in this Article and you therefore indemnify us against any claims in connection with such damage.

Article 9: Payment Conditions

  1. Unless otherwise agreed upon, delivery is effected once we have received your payment.
  2. Should we have agreed that you will be invoiced for all goods supplied, such invoices must have been paid within 14 days from the invoice date. If you fail to pay within the payment term, you are in default without notice of default being required, and you owe the statutory commercial interest (wettelijke handelsrente, Article 6:119a of the Dutch Civil Code) on the outstanding amount from the due date until the date of payment in full.
  3. We are entitled to increase the net invoice amounts by a late payment surcharge of 3%. Such surcharge is not due if the invoice is paid in full within the payment term.
  4. In case payment is not effected in time, the extrajudicial and judicial collection costs will also be charged on to you. The extrajudicial costs for each invoice will amount to 15% of the invoice amount, to a minimum of €150.
  5. Lodging a complaint does not suspend your payment obligation. Our invoices must, then, be paid in time.

Article 10: Liability, Damage, and Indemnification

  1. Our liability is at all times limited to the direct damage and to insured events, up to the amount covered by our insurance, plus any excess. If no insurance payment is made, our liability is limited to: (i) for goods or a one-off service, the net fee paid or payable for the affected goods or service; or (ii) for a subscription or other recurring service, the net fees paid or payable for the affected service for the twelve months immediately preceding the event. This provision does not apply in case the damage is caused by an intentional act or gross negligence of the marXact Board.
  2. Direct damage is only understood to mean: (i) property damage; the (material) damage caused to the corporeal objects; (ii) reasonable expenses incurred to prevent property damage, insofar as you can prove that these expenses led to a reduction of the property damage; (iii) reasonable expenses incurred by you to establish the cause and scale of the property damage.
  3. We are not liable for other damage than direct damage, such as loss of profits, loss of turnover, loss of expected savings and other similar financial losses, as well as loss of goodwill or good name or reputation, and all other damage that does not constitute direct damage.
  4. If we aid you with the preparation or installation of the goods, without this being explicitly mentioned in the contract, such aid is provided wholly at your risk.
  5. Without prejudice to the other provisions of this Article, every claim for damages lapses after one year from the time the damage has manifested itself or has been discovered or recognised or reasonably could have been expected to have been discovered or recognised, and, in all cases, after three years from the time of delivery.
  6. With respect to goods we have procured from a third party, the (contract and/or guarantee) provisions applying to this transaction will also apply to you, if and insofar as we invoke them.
  7. Should you change or modify any products delivered by us or on our behalf, our guarantees will immediately lapse.

Article 11: Reservation of Title

  1. Until such time as you have fulfilled your obligations to us in full, we reserve the title to all goods supplied and to be supplied to you.
  2. You are obliged to hold the goods supplied by or on behalf of us and that we reserve title to separately from all other goods in such a way that they can be easily and clearly identified as our goods.
  3. You are entitled to sell or use goods we reserve title to within the framework of your normal business operations. However, no security interested may be created in these goods.

Article 12: Force Majeure, Change of Circumstances

  1. Should we, as a result of force majeure, be prevented from performing an agreement in part or in full, we will be entitled to suspend or terminate the agreement, without being liable for compensation, at our discretion and with no judicial intervention being required.
  2. Should we be of the opinion that the situation of force majeure is of a permanent or long-term nature, the parties will consult in order to reach a settlement.
  3. Our definition of force majeure includes, but is not limited to: Strikes, fire, breakdown of machinery and other business interruptions suffered by us or our suppliers, transportation disruptions, pandemics, war, blockades, riots, epidemics, devaluation, floods and storms, as well as the sudden increase of import and excise duties and/or taxes, late delivery or non-delivery by our suppliers, failure to obtain the requisite licenses, and other government measures.

Article 13: Suspension and Termination

  1. We are entitled to suspend or cease the (further) performance of contracts if you fail to fulfil your obligations to us in full and in time.
  2. We are furthermore entitled to terminate the agreement without judicial intervention being required if you are in material breach of your obligations to us and have not cured that breach within 14 days after written notice. We may also terminate the agreement if you become bankrupt or have been granted a moratorium. The same applies in case you cease, transfer, or wind up your business.
  3. The consequences of the suspension, cessation and/or termination are wholly at your risk and expense, while you will also be responsible for the damage we suffer as a consequence of the suspension, cessation and/or termination.
  4. Suspension, cessation and/or termination do not affect your already existing payment obligations.

Article 14: Intellectual Property Rights

  1. The software, in the widest sense of the word, equipment, technical data, wiring and/or work plans, user and/or operating instructions, drawings and all other essential documentation and other data and information supplied by or on behalf of us may not be duplicated or copied in any way.
  2. Should it as yet become clear that any good we sold to you infringes on any third-party industrial or intellectual property right in the Netherlands and you are held liable therefor, you are obliged to immediately inform us thereof in writing. We in such a case have a choice between either procuring the right to be able to use the good; or altering the good, such that it no longer infringes on this right; or providing a replacement good which does not infringe the right; or recalling the good and refunding the purchase price upon receipt, subtracting reasonable compensation to cover the period when the good was available to you.
  3. We accept no liability with regard to infringements of industrial and intellectual property rights outside the Netherlands.
  4. We cannot be held liable in any way in respect of an infringement of any industrial or intellectual property right or any other exclusive right which is the result of any change in or to a good sold or supplied by or on behalf of us, or which is the result of the use or application of such a good which is different from what was prescribed or assumed by us, or which is the result of its integration in, or use or application in combination with, other goods not sold or supplied by or on behalf of us, or which is the result of a software modification not performed by us.

Article 15: Confidentiality

We will keep customer data confidential and use it only to provide the agreed services or as otherwise agreed with you in writing. We may disclose it to personnel and service providers who need access for those purposes and are bound by confidentiality obligations, or where legally required. We expect that you treat any sensitive information about us you have become aware of in the same way. Processing of personal data is governed by Article 16 and the applicable Data Processing Agreement. Data export, return and deletion are governed by clauses 5.5-5.7 and that Data Processing Agreement, where applicable.

Article 16: Data Protection

  1. Our own processing. For personal data that we process as controller, including data used for our own customer administration, invoicing and business communications, our processing is described in the Privacy Policy available at https://marxact.com/privacy-policy/.
  2. Processing on your behalf. Where we process personal data on your behalf, we act as processor or sub-processor, as applicable. The Data Processing Agreement supplied with the agreement forms an integral part of it and governs that processing.
  3. Aggregated statistics. We may use data about the use and performance of our products and services to compile aggregated statistics, provided these statistics are fully anonymised and cannot be traced back to you, your users or any other natural person. We use these statistics only to operate, secure and improve our products and services.

Article 17: Further Provisions

All derogations from or changes of the Terms can only be agreed on in writing. MarXact is entitled to regularly revise the Terms. The revised Terms will be deemed to have been accepted if you failed to lodge a protest against the revision within 14 days of receipt thereof.

Article 18: Applicable Law and Disputes

Dutch law applies to the Terms and to all other agreements and arrangements concluded between us. The competent court in Utrecht has competence over any disputes. We reserve the right to submit a dispute to the judicial district in which you are resident or established.