Article 1 Applicability

1. All quotations are made subject to the applicability of these general terms and conditions of delivery and payment, both to the quotation and its acceptance and to the agreement thus concluded.
2. All quotations are valid for one month, unless the quotation states otherwise.
3. The agreement is concluded as soon as the acceptance of the offer has reached the seller; This acceptance must show that the buyer agrees with the applicability of these general terms and conditions of delivery and payment and that, if necessary, he waives the applicability of his own purchasing conditions.
4. If reservations or changes are made to the quotation in the acceptance, notwithstanding the provisions of the previous paragraph, the agreement will only be concluded if the seller has informed the buyer that he agrees to these deviations from the quotation.

Article 2 Changes

1. Changes to the purchase agreement and deviations from these general terms and conditions of sale will only be effective if they have been agreed in writing or verbally between buyer and seller.
2. If changes lead to an increase or decrease in costs, a resulting change in the purchase price must be agreed in writing between the parties.
3. In the absence of agreement regarding the change in the purchase price, a dispute exists between the parties to which art. 17 of these general terms and conditions of sale applies.

Article 3 Quality and description

1. The seller undertakes to the buyer to deliver the goods to him in the description, quality and quantity as further described in the quotation (which may be amended later).
2. The seller undertakes to the buyer to deliver goods that:
3. are made of solid materials and are of a solid design;
4. are identical in all respects to any samples or models made available or provided by the seller and/or the buyer;
5. deliver the performance (capacity, efficiency, speed, finish, etc.) as described in the quotation.
6. The seller does not guarantee that the goods are suitable for the purpose for which the buyer wishes to use them, even if this purpose has been made known to the seller, unless the contrary has been agreed between the parties.

Article 4 Packaging and shipping

1. The seller undertakes to the buyer to properly package the goods (unless the nature of the goods dictates otherwise) and to secure them in such a way that they reach their destination in good condition during normal transport. The seller is responsible for the usual transport insurance.
2. The goods will be delivered by the seller or sent for delivery to the agreed place or places in the manner determined in the order or subsequently agreed.
3. If the seller has made pallets, packing crates, crates, containers, etc. available for packaging and transport or has had them made available by a third party - with or without payment of a deposit or security deposit - the buyer is obliged (unless if it concerns one-time packaging) to return these pallets, etc. to the address specified by the seller, failing which the buyer will be liable to pay compensation to the seller.

Article 5 Storage

1. If for any reason the buyer is unable to receive the goods at the agreed time and they are ready for shipment, the seller will, if its storage facilities permit, store the goods at the buyer's request, secure them and make all necessary arrangements. take reasonable steps to prevent deterioration in quality until they are delivered to the buyer.
2. The buyer is obliged to reimburse the seller for storage costs at the seller's usual rate or, in the absence thereof, at the usual rate in the industry, from the time that the goods are ready for shipment, or, if this is a is a later date, from the delivery date agreed in the purchase agreement.

Article 6 Transfer of ownership and risk

1. Subject to the provisions of paragraphs 2 and 4 of this article, ownership and risk for the goods will transfer to the buyer upon delivery.
2. As long as the buyer has not paid the full amount of the purchase price plus any additional costs or has not provided security for this, the seller reserves ownership of the goods. In that case, ownership is transferred to the buyer as soon as the buyer has fulfilled all his obligations to the seller.
3. If there is reasonable doubt on the part of the seller regarding the payment capacity of the buyer, the seller is entitled to suspend the delivery of goods in accordance with art. 4 paragraph 2 until the buyer has provided security for payment. The buyer is liable for any damage suffered by the seller as a result of this delayed delivery.
4. If the seller, at the request of the buyer, in accordance with the provisions of art. 5 postpones shipment, the goods will remain the property of the seller and remain at his risk until the goods have been delivered to the buyer and delivered at the time specified in art. place or places referred to in 4 paragraph 2.

Article 7 Time of delivery

The seller will deliver the goods at the time or immediately after the end of the delivery period specified in the order. If a delivery period has been agreed, it commences on the date on which the seller has confirmed the order.

 Article 8 Force majeure

1. The stated in art. The delivery period referred to in Article 7 will be extended by the period during which the seller is prevented from fulfilling its obligations due to force majeure. 2. Force majeure on the part of the seller exists if, after concluding the purchase agreement, the seller is prevented from fulfilling his obligations under this agreement or from the preparation thereof as a result of war, threat of war, civil war, terrorism, riot, acts of war, a pandemic or epidemic, fire, water damage, flood, strike, company occupation, exclusion, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, everything both in the seller's company and at third parties, from from whom the seller must purchase the necessary materials or raw materials in whole or in part, as well as during storage or during transport, whether or not under his own management, and furthermore due to all other causes that arise beyond the fault or within the sphere of risk of the seller.
2. If delivery is delayed by more than two months due to force majeure, both the seller and the buyer are entitled to consider the agreement as terminated. In that case, the seller is only entitled to reimbursement of the costs he has incurred.
3. If force majeure occurs while the agreement has already been partially executed, the buyer has the right, if the remaining delivery is delayed by more than two months due to force majeure, to either keep the part of the goods already delivered and to pay the purchase price due for it. either to regard the agreement as terminated for the part already delivered, under the obligation to return what has already been delivered to the seller at the expense and risk of the buyer, if the buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the buyer as a result of the non-delivery of the remaining goods.

 Article 9 Resale

1. In case of resale, the buyer is not authorized to export the goods to other countries.
2. In the event of resale, the buyer is obliged to impose an obligation on the buyer that he will not export the goods to other countries and to ensure that such an export ban is imposed on all subsequent commercial buyers.
3. In case of resale within the Netherlands, the buyer is not authorized to sell and deliver the goods to third parties.
4. In the event of resale, the buyer is obliged to cooperate and adhere to sales promotion measures that the seller takes, and about which he will inform the buyer in a timely manner in advance. These sales promotion measures may relate, among other things, to advertising, special offers, premiums and competitions, the maintenance of certain consumer prices, a certain 'display' in the buyer's sales premises, trade-in promotions, etc.
5. The buyer is not entitled to affix his own trademark on the packaging of the goods.

 Article 10 Warranty

1. The seller is liable to both the buyer and to the buyer's customers for damage to and caused by the goods occurring during the warranty period stated in the order confirmation, unless the damage is the result of the fact that the buyer or one of his customers uses the goods contrary to the instructions for use provided or otherwise makes a mistake during use.
2. The seller's liability is limited to free repair of a defective good or to the replacement of that good or a part thereof, all at the discretion of the seller.

 Article 11 Price and payment

1. The purchase price includes, in addition to the price for the goods, the costs of packaging, transport and delivery costs at the location designated by the buyer within the Netherlands.
2. The buyer is obliged to pay 50% of the purchase price in advance and the remainder upon delivery. Either the buyer is obliged to pay orders on site within 7 working days. He is not entitled to deduct any amount from this purchase price due to a counterclaim made by him.
3. If the buyer does not meet his payment obligations on time and does not comply with a notice of default with a period of one week, the seller is entitled to consider the purchase agreement as dissolved without judicial intervention. In that case, the buyer is liable for the damage suffered by the seller, including loss of profit, transport costs and the costs of notice of default.
4. If the seller takes extrajudicial measures in the event of default by the buyer, the costs will be borne by the buyer. This concerns the costs of the principal amount in accordance with the Decree for reimbursement of extrajudicial collection costs of July 1, 2012. These extrajudicial costs amount to a minimum of € 40 and a maximum of € 6,775, depending on the principal amount.
5. The buyer who uses his right of storage as referred to in art. 5, remains obliged to pay the purchase price at the time stated in paragraph 2.

 Article 12 Legal requirements

1. The seller guarantees that the design, composition and quality of the goods to be delivered on the basis of the order meet in all respects all applicable requirements set by law and/or other government regulations. with regard to given regulations that are in force at the time of concluding the purchase agreement.
2. The provisions of paragraph 1 also apply to the normal use of the goods.

 Article 13 Dissolution

1. Without prejudice to the provisions of art. 11, the purchase agreement will be dissolved without judicial intervention after a written statement at the time when the buyer is declared bankrupt, applies for a provisional suspension of payments, or a request from the seller, a natural person, is granted by the court until the end of declare application of the debt restructuring scheme, or lose the power of disposal over his assets or parts thereof due to seizure, under guardianship or otherwise, unless the curator or administrator recognizes the obligations arising from this purchase agreement as estate debt. The foregoing applies mutatis mutandis if and at the time that a situation comparable to bankruptcy, suspension of payments or debt restructuring is initiated outside the Netherlands.
2. Due to the dissolution, existing mutual claims become immediately due and payable. The buyer is liable for damage suffered by the seller, including loss of profit and transport costs.

 Article 14 Compensation and control in case of resale

1. The buyer who acts contrary to any provision of art. 9, forfeits compensation in favor of the seller for each transaction that falls under one of the prohibitions stated there. The extent of the damage is fixed in advance by the parties at € 10,000 per transaction.
2. The seller is authorized to have an independent accountant audit the buyer's books in order to monitor compliance with the provisions of art. 9 certain.

 Article 15 Applicable law

This agreement is subject to Dutch law.
Sales Convention (United Nations Convention on International Sales Contracts, Vienna 11 April 1980, Trb . 1981, 184 and 1986, 61), does not apply to this agreement.

 Article 16 Applicability of these general terms and conditions

These general terms and conditions apply to all offers and acceptances on the part of the seller. To the extent that the seller refers to other conditions in his offer or acceptance, their applicability is expressly rejected.

 Article 17 Disputes

1. All disputes that may arise between the parties, as a result of their agreement or of further agreements and other actions in connection with the present agreement, such as, but not limited to, unlawful acts, undue payments and unjustified enrichments, will be settled by ( one option is redacted) the Court of Breda, except insofar as mandatory rules of competence would prevent this choice.
2. A dispute is deemed to exist as soon as one of the parties declares this. A dispute regarding a specific legal action must be brought before it within 1 year after the legal action arose and became known to the claimant, without prejudice to the possibility of earlier lapse or limitation in accordance with the law.