General terms and conditions

General Terms and Conditions for Sale, Delivery and Payment of Vaventis B.V. in Weesp

Filed with the Chamber of Commerce of the Gooi-en Eemland district, the Netherlands under number 56671997

Article 1 – General
Unless expressly agreed otherwise, all offers, agreements, deliveries and invoices of Vaventis B.V. (hereinafter referred to as “Vaventis”) are subject to these general terms and conditions.

Article 2 – Definition
In these general terms and conditions, ‘Buyer’ means: companies, (government) organizations, foundations, consumers and private individuals, in the broadest sense of the word.

Article 3 – Offers
1. All offers from Vaventis are non-binding, unless otherwise stated in the offer. The goods specified therein are only available as indicated in the specified version and packaging units. Technical changes are expressly excluded.
2. In the case of a binding offer, the validity period is 21 days from the date of the offer, unless expressly stated otherwise in the offer.

Article 4 – Acceptance of Orders and Delivery Times
1. An order placed with Vaventis will only result in an agreement once Vaventis has agreed in writing, whether or not under conditions contrary to these general terms and conditions. The Buyer is deemed to agree with the different conditions, unless he informs Vaventis within 3 working days after receipt of the notification.
2. Cancellation of an order or a purchase agreement is in no case permitted in the case of:
- permanent, ongoing or contract orders
- orders of products from stock
Furthermore, cancellation is only permitted insofar as this can be demanded by law or if the provisions of these terms or the offer so provide.
3. Any delivery times stated by Vaventis are for informational purposes only and will commence once Vaventis has confirmed the order in writing and has received all information to be provided by the customer. Vaventis will use its best efforts to meet the stated delivery times.
4. The date of delivery is understood to be the day of delivery from Vaventis unless expressly agreed otherwise.
5. Exceeding the delivery time will never entitle the customer to any compensation, termination of the agreement or non-compliance at his expense of such agreement or any related agreement.

Article 5 – Shipping and Delivery
1. Delivery takes place from the Vaventis location, unless the parties expressly agree on other delivery methods.
2. In the event that goods are transported by Vaventis on behalf of the Buyer, this transport is carried out at the expense and risk of the Buyer. Delivery in such a case takes place at ground level at a location agreed upon by Vaventis and the Buyer.

Article 6 – Retention of Title
1. All goods delivered by Vaventis remain the property of Vaventis until the purchase price plus any interest and costs have been paid in full. Until full payment for the purchased goods has been made, the Buyer is not authorized to sell, pledge or encumber the goods.
2. To secure payment for goods produced and sold by Vaventis and/or for other amounts owed by the Buyer to Vaventis, the retention of title as described in paragraph 1 includes all goods delivered by Vaventis that are present in the Buyer’s inventory, even if these goods, before or after the delivery of the unpaid goods, have been delivered and/or paid for.
3. The Buyer may not alienate, pledge, encumber or mortgage the goods delivered to him, nor may he rent, lend or otherwise encumber, burden or pledge these goods.
4. Vaventis is entitled to claim and take possession of its goods without further notice if no (full) payment has been made on the due date.
5. If third parties claim goods that are subject to retention of title under this article, the Buyer is obliged to notify Vaventis in writing immediately after the enforcement occurs.
6. The Buyer is obliged to insure the goods referred to in this article against the risks of fire, theft, storm and water damage. The Buyer is not entitled to transfer any claim against his insurer to third parties due to the insurances referred to in this paragraph, or to use them as security, in the broadest sense of the word, to third parties. All payments relating to damage or loss of the goods referred to in this article take the place of the goods concerned. The Buyer transfers all rights that may be asserted against the insurer for additional security for compliance with and under the agreement to which these terms and conditions apply, to Vaventis. This transfer is acknowledged and accepted by Vaventis.

Article 7 – Intellectual Property Rights, Licenses and Software
1. Unless otherwise agreed in writing, Vaventis retains all copyrights and intellectual property rights to its offers, designs, images, drawings, (test) models, (sold) products, software, etc.
2. The rights to the data referred to in paragraph 1 of this article remain the property of Vaventis, regardless of whether the Buyer is charged for their manufacture. This data may not be copied, used or disclosed to third parties without the express written consent of Vaventis. The Buyer is obliged to pay Vaventis an immediately due and payable €25,000 per infringement of this provision. This penalty may be claimed in addition to compensation for damages or otherwise under the law.
3. If and insofar as the Buyer purchases goods from Vaventis in which software is integrated, the Buyer is entitled to use this software.
4. Where applicable, the Buyer shall return the data referred to in paragraph 1 of this article that have been handed over to him at the first request and within a period determined by Vaventis. The Buyer is obliged to pay Vaventis an immediately due and payable €500 per day in the event of violation of this regulation. This penalty may be claimed in addition to compensation for damages or otherwise under the law.

Article 8 – Advice and Information
1. The Buyer cannot derive any rights from advice or information received from Vaventis if these do not relate to the relevant agreement.
2. If the Buyer provides Vaventis with data, drawings, etc., the latter may assume their accuracy and completeness for the execution of the agreement.
3. The Buyer waives all claims from third parties against Vaventis regarding the use of advice, drawings, calculations, designs, materials, samples, models, etc., provided by or on behalf of the Buyer.

Article 9 – Warranty and Liability
1. Vaventis offers the Buyer and the first user a warranty for defects attributable to Vaventis, manifested through normal use and insofar as Vaventis can invoke this warranty with its supplier. The warranty is valid for a period of two years from the date on which the Buyer is invoiced.
2. The normal use referred to in paragraph 1 does not include the use of goods delivered by Vaventis at temperatures below -20° or above +50° Celsius.
3. The alleged non-compliance with Vaventis’s warranty obligations does not release the Buyer from the obligations arising from a contract concluded with Vaventis. If the Buyer does not properly or timely fulfill the resulting obligations, Vaventis cannot be bound by any warranty.
4. The liability of Vaventis arising from an agreement is expressly limited to compliance with the above-mentioned warranty obligation. Any claims for damages or otherwise, including those resulting from loss of business or other indirect (or consequential) damages and damages resulting from services provided by Vaventis (such as drawings and/or designs made for the Buyer) and advice (such as logistics and placement advice) are expressly excluded.
5. The Buyer waives all claims from third parties against Vaventis regarding damage to goods or services supplied by Vaventis.
6. Vaventis is not liable for claims from third parties regarding damage caused by goods and/or services supplied by Vaventis to the Buyer.

Article 10 – Claims
1. The following provisions do not apply to claims under warranties and hidden defects.
2. Minor, technically unavoidable defects or minor differences in quality, size or finish that correspond to market practice do not constitute grounds for claims.
3. The Buyer registers claims regarding immediately visible defects with Vaventis within 10 days after delivery, the registration is dated and recorded in writing, stating defects and/or motivation for claims. Once this period has expired, the delivered goods are deemed to have been approved and accepted by the customer.
4. In the case of returns made without prior notice and/or without valid reason and/or insofar as not accepted by Vaventis, all costs related to the return will be borne by the Buyer. In that case, Vaventis is entitled to store the goods at the Buyer’s expense with a third party, or even to keep the goods at its own disposal, without releasing the Buyer from his payment obligations.
5. Returns must be made in the original packaging and are transported at the expense and risk of the Buyer.
6. In the case of custom-made orders, claims can only be made related to the dimensions if the goods do not meet the specified dimensions.
7. If claims, solely in the judgment of Vaventis, are justified, Vaventis will provide the Buyer with replacement products free of charge.

Article 11 – Payment
All deliveries and/or shipments to private individuals are made cash on delivery. For all other deliveries and shipments, the following conditions apply:
a. payment for delivered goods is made net, without discount or compensation, no later than 10 days after the invoice date and stating the customer or invoice number.
b. Vaventis is entitled to require security from the Buyer before execution that he will fulfill his payment obligations on time.

Article 12 – Delayed Payments
1. In the absence of timely payment of the invoiced amount or part thereof, interest is due to Vaventis at the statutory rate, with a minimum of 1% per month, calculated from the due date. In such a case, as well as in the event of suspension of payments, bankruptcy, debt restructuring for natural persons or liquidation of the buyer’s assets, the Buyer is obliged at first request to make all paid and unpaid goods delivered by Vaventis and still in his possession available to Vaventis.
2. The total amount owed by the Buyer plus interest and costs becomes immediately due and payable if any of the cases mentioned in this article occur, while Vaventis will be released from any obligation towards the Buyer and the latter will be held liable for compensation for damages or otherwise towards Vaventis.
3. All costs incurred for the collection of amounts owed on any grounds by the Buyer to Vaventis are borne by the Buyer. These include all costs for protest, exchange and reminders as well as those for a lawyer or institution responsible for recovering the amounts. The extrajudicial collection costs, subject to further specifications that do not meet this compensation, are set at 15% of the principal sum, with a minimum of €150. Vaventis is not obliged to justify the actual costs incurred.

Article 13 – Force Majeure, Suspension and Termination
1. In a situation of force majeure, Vaventis is entitled to cancel or suspend the agreement, insofar as it has not been performed in part or in full, for a period of 6 months, without being bound to any compensation.
2. Force majeure means:
a. in general: any or any unforeseeable development, as a result of which compliance with the agreement cannot reasonably be required.
b. in particular: defective and delayed delivery by suppliers, lack of raw materials and consumables, malfunction, fire, strike, sabotage, lockout, riots, mobilization, war, threat of war, state of war, emergency, floods, icing, traffic delays and government measures.
Force majeure also includes, if and insofar as Vaventis depends on a third party to comply with an agreement, that these third parties have the right to invoke force majeure to comply with an agreement concluded with Vaventis.
3. If the Buyer does not properly or timely comply with any obligation arising from an agreement with Vaventis, as well as in the event of bankruptcy, suspension of payments, debt restructuring for natural persons, cessation or liquidation of the Buyer’s company, he will be deemed to be in default by operation of law and Vaventis is thereby entitled, without prior notice and without judicial intervention, to terminate the performance of the agreement in part or in full at its own discretion, without being liable for any compensation and without prejudice to any further rights to which it is entitled. In such cases, all current or future claims of Vaventis against the Buyer are immediately and directly due and payable.

Article 14 – Further Application
1. These general terms and conditions also apply to agreements under which Vaventis is charged with performing tasks relating to advice, repair, maintenance or otherwise, all in the broadest sense of the word.
2. Unless expressly agreed otherwise,
1. (a) any conditions conflicting with one or more of these general terms and conditions are void, and
2. (b) the general terms and conditions of the Buyer do not apply.

Article 15 – Applicable Law and Disputes
1. All legal relationships between Vaventis and other/third parties are governed by Dutch law.
2. All disputes arising from the legal relationships referred to in paragraph 1 will be exclusively adjudicated by the competent court in Amsterdam, the Netherlands or the court that replaces this court.