Terms & Conditions

Lumosoft, established and having its registered office in Ulft, the Netherlands.

Article 1: Applicability

1.1 These terms and conditions apply to every offer and every agreement between Lumosoft and its counterparty/buyer. Lumosoft will provide these terms to all its regular relations and will refer to their applicability.
1.2 In the event of a conflict between these terms and those of any client or third party, the terms of Lumosoft shall prevail.

Article 2: Offer

2.1 Every offer made by Lumosoft is non-binding and valid for two months unless stated otherwise.
2.2 Data appearing in offers, price lists, and other documentation such as images, drawings, calculations, dimensions, and weights are not binding for Lumosoft.
2.3 Minor deviations that are customary in trade or technically unavoidable with respect to quality, color, finish, dimensions, and weight are reserved.

Article 3: Price

3.1 Every price is ex-warehouse Ulft, the Netherlands, including packaging but excluding VAT, unless otherwise agreed in writing.
3.2 If after the agreement is concluded, one or more cost-determining factors increase — even if foreseeable — Lumosoft is entitled to adjust the agreed price accordingly.

Article 4: Delivery

4.1 Sale/delivery takes place “as is,” unless otherwise agreed. The buyer has no claims against Lumosoft based on error or non-conformity.
4.2 Delivery takes place ex-warehouse Ulft unless otherwise agreed.

Article 5: Delivery Time

5.1 An agreed delivery time is not a strict deadline. In the event of a delay, the buyer must give Lumosoft written notice of default.
5.2 Lumosoft may deliver the goods in parts and may invoice each part separately.

Article 6: Retention of Title

6.1 Goods delivered by Lumosoft remain its property until the buyer fulfills all obligations under all agreements with Lumosoft, including:

  • Payment for delivered/to be delivered goods;
  • Compensation for any damages due to non-performance by the buyer.

6.2 Goods under retention of title may only be resold in the ordinary course of business. The buyer is not authorized to pledge or encumber the goods.
6.3 If the buyer fails to meet obligations or there is a justified fear of such failure, Lumosoft may retrieve the goods from the buyer or a third party. The buyer must fully cooperate, under penalty of a fine of 10% of the outstanding amount per day.
6.4 If third parties attempt to establish rights on the goods under retention of title, the buyer must inform Lumosoft as soon as reasonably possible.
6.5 The buyer agrees to, at Lumosoft’s first request:

  • Pledge all claims against insurers regarding these goods to Lumosoft (as per Article 3:239 Dutch Civil Code);
  • Pledge claims against customers related to resale of the goods to Lumosoft (as per Article 3:239 Dutch Civil Code);
  • Mark the goods as property of Lumosoft;
  • Cooperate with all reasonable measures to protect Lumosoft’s ownership rights that do not unreasonably hinder the buyer’s normal business.

Article 7: Defects

7.1 The buyer must inspect the goods upon delivery (or as soon as possible thereafter) for conformity, quantity, and quality. Lumosoft does not guarantee suitability for the buyer’s intended purpose unless expressly agreed in writing. Technical advice and support are not guaranteed.
7.2 Visible defects must be reported in writing within 8 days of delivery; otherwise, the buyer forfeits all claims.
7.3 Hidden defects must be reported within 8 days of discovery, and no later than 1 year after the invoice date. The buyer must prove the defect is due to material or manufacturing fault.
7.4 If Lumosoft acknowledges liability, it may choose to repair or replace the goods. Dismantling and reassembly costs are for the buyer.
7.5 Minor technical deviations or variations in quality, color, finish, size, and weight do not justify complaints or warranties.
7.6 No warranty applies to defects caused by external force, mishandling, or circumstances beyond Lumosoft’s control.
7.7 As long as the buyer is in default on contractual obligations, warranty claims are suspended.
7.8 Fulfillment of warranty obligations constitutes full compensation. All other damage claims are excluded unless damage results from gross negligence by Lumosoft. In any case, liability is limited to the invoice value of the defective part.

Article 8: Payment

8.1 Payment must be made without discount within 30 days of the invoice date to Lumosoft. After 30 days, the buyer is in default and owes interest: statutory rate + 2%.
8.2 In the event of liquidation, bankruptcy, or suspension of payment, all obligations of the buyer become immediately due.
8.3 Payments made by the buyer are first applied to interest and costs, then to the oldest open invoices.
8.4 The buyer may not suspend payments or offset any claim against Lumosoft.

Article 9: Collection Costs

9.1 If the buyer is in default, all reasonable out-of-court collection costs are for the buyer. At minimum:

  • 15% over the first €3,000;
  • 10% over the next €3,000;
  • 8% over the next €9,000;
  • 5% over the next €45,000;
  • 3% over any amount above €60,000.

Higher actual costs incurred by Lumosoft may also be claimed.
9.2 The buyer is liable for all court costs if Lumosoft wins a legal dispute and the ruling becomes final, unless such costs are deemed unreasonably high.

Article 10: Force Majeure

10.1 Force majeure includes circumstances preventing performance that are not attributable to Lumosoft, including but not limited to:

  • Weather-related events;
  • Strikes (wildcat or political);
  • General shortages of materials or parts;
  • Unforeseeable supply chain delays or transportation issues.

10.2 Lumosoft may invoke force majeure even if the circumstance arises after its obligation was due.
10.3 During force majeure, obligations are suspended. If this lasts longer than 3 months, either party may terminate the agreement without compensation.
10.4 If Lumosoft has partially fulfilled obligations before or during force majeure, it may invoice the delivered/partial goods separately — unless they have no independent value.

Article 11: Dispute Resolution

11.1 In deviation from statutory rules, any dispute shall be submitted to the court of Zutphen, unless Lumosoft chooses another competent court.

Article 12: Applicable Law

12.1 All agreements are governed by Dutch law.
12.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Article 13: Amendment of Terms

13.1 Lumosoft may amend these terms. The amendments take effect on the announced effective date. If no date is announced, they take effect when the buyer is notified.

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