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 GENERAL
1. All our offers and agreements, as well as their performance, are exclusively governed by these terms and conditions. Any discrepancies must be expressly agreed in writing with us.
2. In these terms and conditions, “the other party” is understood to mean: any legal entity that or individual who has concluded or wishes to conclude an agreement with our company, as well as their representative(s), authorised person(s), legal successor(s) and heir(s).

OFFERS
1. All offers we make, irrespective of their form, are subject to change, unless expressly stated otherwise.
2. Any budgets, plans or other documents enclosed with an offer remain our property at all times and must be returned to us, postage paid, upon our first request. Without our permission, they may not be copied or disclosed to others.
3. The mere submission of offers and/or (other) documentation does not oblige us to accept an order. We notify the other party of non-acceptance as soon as possible, but always within 10 days.
4. We reserve the right to refuse orders without stating the reasons for such refusal and to make deliveries cash on delivery.

AGREEMENT
1. Subject to the provisions of this article, any agreement with us is created only after we have accepted or confirmed an engagement in writing, with the date of the confirmation being considered conclusive evidence. The confirmation of engagement is deemed to reflect the agreement accurately and completely, unless the other party raises objections in writing without delay.
2. Any subsequent supplementary arrangements or amendments only bind us if we have confirmed them in writing.
3. With respect to transactions for which, given their nature and scope, no quotation or confirmation of engagement is dispatched, the invoice is deemed to reflect the agreement accurately and completely, unless the other party contests the invoice within 3 business days of the invoice date.
4. We enter into all agreements subject to the suspensive condition that, at our discretion only, the other party’s creditworthiness appears to be sufficient for it to be able to meet its financial obligations under the agreement.
5. Upon and after entering into the agreement, as well as before (further) performance takes place, we are entitled to demand security from the other party evidencing that it will meet its payment and other obligations.
6. We are entitled to engage the services of others in performing the agreement if we deem such necessary or desirable to ensure the proper performance of the engagement awarded to us and following consultation with the other party. Any costs incurred are on-charged to the other party in accordance with the price lists we have made available.
7. The other party is obliged to make any and all information and documents available to us that we require for the correct performance of the agreement.

PRICES
1. Unless stated otherwise, our prices:
-are based on delivery ex works, warehouse or other storage location;
-do not include VAT, import duties, other taxes, levies and charges;
-do not include the costs of packing, loading and offloading, transport and insurance; and
-are stated in euros with any changes in foreign exchange rates being on-charged.
2. If one or more of the cost price elements should be increased, we are entitled to increase the order price accordingly, subject to any relevant statutory provisions and on the understanding that any known future price increases must be stated in the order confirmation.

CANCELLATION
If the other party should wish to cancel the agreement after it has been concluded, 10% of the order price (incl. VAT) is charged by way of cancellation costs, without prejudice to our right to claim full damages, including for loss of profits.

DELIVERY
1. The risk in the purchased goods rests with the other party from the time the purchase agreement is entered into. Unless agreed otherwise, delivery is made to the premises of the other party. Delivery carriage paid is only made if and to the extent we have agreed this with the other party and this is stated in the invoice or otherwise.
2. The time of delivery is the time at which the purchased goods are made available.
3. The other party is obliged to inspect the purchased goods and the packaging for any shortcomings and/or visible defects immediately upon delivery or perform such inspection following our notification that the goods have been made available to the other party.
4. The other party must report any shortcomings of and/or damage to the goods delivered and/or the packaging found upon delivery on the delivery slip, the invoice and/or the transport documents or arrange for them to be reported. Failure to do so means the other party is deemed to have approved the goods delivered. Subsequent complaints are not accepted for consideration.
5. We are entitled to deliver the goods in various batches (part delivery), which we may invoice separately. Unless expressly agreed otherwise in writing, we always state approximate delivery times. Our inability to meet the approximate delivery time we have stated does not make us liable to pay damages. In the event of delayed delivery, the other party has the right to terminate the agreement if it has requested us, by registered letter, to make the delivery within the next 14 days, which we failed to do. Likewise, we are never liable to pay damages in that event. If the other party has not collected the goods after the delivery period has expired, they are at its disposal, stored for its expense and risk.

TRANSPORT/RISK
1. Absent any further instruction from the other party, we determine the manner of transport, dispatch, packing, etc. with due care and diligence. Unless agreed otherwise, the other party assumes all risks in this respect, including that of the haulier’s fault/negligence.
2. Any specific requirements the other party may have with respect to transport/dispatch are met only if the other party has stated that it will bear the additional costs involved.
3. We are entitled to charge compensation for reusable packing materials, which are specified in the invoice. Such compensation is credited after the packing materials have been returned to us undamaged.

FORCE MAJEURE
1. For these purposes, force majeure is defined as any circumstance that is beyond the parties' control or unforeseeable as a result of which one party can no longer reasonably require the other party to perform the agreement.
2. If, at our discretion, such a circumstance is of a temporary nature, we have the right to suspend performance of the agreement until such time as that circumstance ceases to prevail.
3. If, at our discretion, such a circumstance is of a permanent nature, the parties may make arrangements as to the termination of the agreement and the resulting consequences.
4. We are entitled to demand payment for any delivery made and/or service provided before the circumstance causing the force majeure has become apparent.
5. The party believing to experience or expect a force majeure circumstance must notify the other party thereof without delay.

INTELLECTUAL PROPERTY
1. All copyrights and all drawings, moulds, lithographs, designs, sketches, models and the like produced by us or on our behalf in performing the agreement remain our property, as does our right to use them.
2. The other party guarantees at all times that our use of data or other items provided by the other party will not constitute a breach on our part of statutory provisions or protected rights of third parties. Furthermore, the other party holds us harmless against any and all direct and indirect consequences of claims third parties might enforce against us for breach of such guarantee.

LIABILITY
1. With respect to goods delivered and/or services provided by us, we are not liable for any damage or loss resulting from possible inherent defects, except to the extent they can be attributed to our gross negligence or intent.
2. Damage and loss are deemed to include direct and indirect damage, including loss of profits, inflicted upon goods or persons, both of the other party and of third parties.
3. We are not liable in any way whatsoever for the acts or failures to act of non-managerial staff or third parties whose services we engage for the performance of the agreement.
4. Our liability is always restricted to the invoice amount of the goods delivered and/or services provided.

COMPLAINTS
1. Complaints are considered only if we receive them directly and in writing, within 8 days of the delivery of the goods and/or the provision of the service, stating the nature and cause of the complaint in detail.
2. Complaints about invoices must also be submitted in writing, within 10 days of the invoice date.
3. Once these periods have expired, the other party is deemed to have approved the goods or services, or the invoice, respectively. Subsequent complaints are not accepted for consideration.
4. If we find a complaint to be well-founded, we are only obliged to deliver the goods or provide the service in question.
5. Only if and to the extent we find the complaint to be well-founded the other party’s payment obligation is suspended until the claim has been settled.
6. Goods delivered may only be returned following our written permission, subject to conditions we set.

WARRANTY
1. Subject to the restrictions set out below we provide a 6-month warranty on the products we deliver. The warranty is limited to manufacturing defects, i.e. it excludes any fault resulting from any form or wear and tear, use or consumption of the goods delivered or their components.
2. The warranty period for components or additions we purchase from third-party suppliers does not extend beyond the warranty such supplier provides to us.
3. The warranty expires if the other party and/or any third party engaged by it makes incompetent use of the goods delivered.
4. Likewise, the warranty expires if the other party and/or any third party engaged by it performs work to or makes changes to the goods provided.
5. If we replace any components in meeting our warranty obligation, the components replaced become our property.
6. If the other party fails to meet, or meet in time, any obligation arising from the agreement entered into between the parties, we are not obliged to provide any warranty as long as such failure continues.

RETENTION OF OWNERSHIP
1. Goods delivered remain our property until the other party has paid for all deliveries made or yet to be made and all work performed or yet to be performed under the agreement, including interest and costs. In the event of the other party’s suspension of payments, bankruptcy or liquidation or, in the event that the other party is a natural person, death, we have the right to cancel the order in whole or in part without any notification of default or court intervention being required and to demand that the unpaid portion of the delivered goods be returned. Such cancellation and return do not prejudice our right to demand compensation for loss or damage. In these events, any claim we have against the other party is immediately due and payable.
2. The other party may resell or use the goods as part of its ordinary business operations, but it may not pledge them or use them to provide security for payment of a third-party claim. Furthermore, as security for the payment of all our claims, however arisen, we acquire a non-possessory pledge resulting from the claim, on all those goods in which goods we delivered have been integrated or of which they form part. The engagement confirmation signed by the other party and the subsequent written acceptance on our part constitute private instruments within the meaning of the law.

PAYMENT
Unless agreed otherwise in writing, payment must be made in cash, without discount or set-off, upon delivery or by bank transfer to an account we designate within 30 days of the invoice date. The value date stated on our bank statements is determinative and is therefore considered the date of payment. All payments the other party makes first serve to pay any interest and collection costs we have incurred, and subsequently to pay the longest outstanding invoices. If the other party:
A. is declared bankrupt, relinquishes its assets, files a petition for suspension of payments or if all or part of its assets are seized;
B. deceases or is placed under guardianship;
C. fails to meet an obligation arising from the law or from these terms and conditions;
D. fails to pay an invoice amount or a part thereof within the period set; or
E. ceases or transfers its business or a significant part thereof, which includes the contribution of its business to an existing company or a company yet to be incorporated, or changes the objects of its business,
the mere occurrence of one of these circumstances gives us the right to either terminate the agreement or immediately demand full payment of any amount the other party may owe us with respect to the services we have provided, without any warning or notification of default being required, without prejudice to our right to compensation for costs, damage, loss and interest.

INTEREST AND COSTS
1. If payment is not made within the period referred to in the previous article, the other party is in default by operation of law. From the invoice date onwards, it owes interest at a rate of 1% per month or part thereof, charged on the amount outstanding.
2. All judicial and extrajudicial costs we incur are borne by the other party. Judicial costs include all costs of legal assistance and representation incurred during legal proceedings that exceed the liquidation rate. Extrajudicial costs amount at least to 15% of the amount owed, which includes the interest referred to above.

GOVERNING LAW
All our offers and agreements, as well as their performance, are exclusively governed by Dutch law.

DISPUTES
All disputes, including those considered disputes by only one of the parties, arising from or relating to the agreement governed by these terms and conditions, or the terms and conditions themselves, as well as its interpretation and performance, both of a factual and of a legal nature, are settled by the competent civil court in whose jurisdiction our registered office is located, unless the sub-district court has jurisdiction.