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 Applicability of Expertisebureau HDG B.V. ’s terms and conditions

Article 1
1.1 Expertisebureau HDG B.V.  B.V. is a private company, established (having its registered seat) in Barendrecht, the Netherlands, hereinafter referred to as: ‘Expertisebureau HDG B.V. ’. These general terms and conditions are applicable to all Expertisebureau HDG B.V. ’s offers, proposals, agreements and all resulting commitments and obligations.
1.2 Amendments or additions deviating from these general terms and conditions or form any agreement with Expertisebureau HDG B.V.  shall only be valid insofar as they have been confirmed in writing by Expertisebureau HDG B.V. .
1.3 The applicability of any general terms and conditions used by the Customer are not valid / applicable, and are hereby explicitly excluded.
1.4 The term ‘Customer’ as referred to in these general terms and conditions refers to all of those who place (an) order(s) with Expertisebureau HDG B.V. , buy Expertisebureau HDG B.V. ’s products (hereinafter: the ‘Product(s)’) or conclude agreements with Expertisebureau HDG B.V. , however called (such as, but not limited to, clients, distributors, agents etc.).

Article 2
Offers / Agreements
2.1 All Expertisebureau HDG B.V. ’s offers/proposals shall be valid during eight days or so much longer or shorter as indicated therein, but are however made free of engagement; offers/proposals can at all time be revoked by Expertisebureau HDG B.V.  within five (5) working days after receipt of the acceptance.
2.2 All orders are subject to acceptance by Expertisebureau HDG B.V.  and can be accepted subject to the availability of the Products. Expertisebureau HDG B.V.  shall acknowledge all orders within one week after confirmed receipt of the orders and shall send to Customer a confirmation in writing (or per e-mail) for orders accepted by Expertisebureau HDG B.V. . 

Article 3
Prices, payment and shipment
3.1 All prices are (i) exclusive of VAT and/or other taxes, levies, duties and costs arising from the execution of the order, (ii) inclusive of packaging, (iii) in Euro’s, and (iv) in accordance with the trade term of the ICC Incoterms 2010 as determined in the order confirmation, unless agreed otherwise in writing. Prices shall remain valid until a new price list is forwarded by Supplier to Distributor. Supplier reserves the right to change the prices mentioned above upon 30 days’ notice in writing.
3.2 Expertisebureau HDG B.V.  shall be authorized to increase the agreed prices on the basis of cost increases, irrespective of their nature and reason (such as increased prices of raw materials, general wage increases or inflation adjustments).
3.3 Payment will be made by the Customer to Expertisebureau HDG B.V.  without any discount, set-off or suspension in Euro within 10 Working Days of the invoice date by means of a transfer to account number NL14ABNA0104239689 at Rabobank in the name of Expertisebureau HDG B.V. . If Customer has not paid (in full) within this term, Expertisebureau HDG B.V.  shall be entitled to charge an interest of 1% per month as from the due date of the invoice, without prejudice to the further rights of Expertisebureau HDG B.V.  in this respect.
3.4 Notwithstanding the above mentioned provision, orders are only shipped when the invoice is 100% paid on the bank account of the Expertisebureau HDG B.V. . Shipment will take place as soon as possible, at the latest 10 work days after payment confirmation.
3.5 All extrajudicial an judicial collection costs incurred by Expertisebureau HDG B.V.  in order to receive Customer’s payment, shall be for account of Customer. Extrajudicial collection costs are fixed at 15% of the amount due, with a minimum of € 500,-.  
3.6 Customer shall be obliged, at Expertisebureau HDG B.V. ’s first request, to provide a guarantee or security for the payment of any outstanding invoices.
3.7 Any Set-off, withholding, discount or suspension of payment by Customer is not allowed, unless Expertisebureau HDG B.V.  has recognized unconditionally (and in writing) any counter claim that Customer may have.

Article 4
Delivery and Risk
4.1. Delivery dates will be specified in the quotation, order confirmation or in any specified delivery scheme. The specified delivery dates will explicitly not be considered as absolute but as target dates, unless agreed otherwise in writing. Supplier shall use its best efforts to execute any order within the term agreed upon and shall forthwith notify Customer in case of an expected delay.
4.2. Delivery of the Products shall take place in accordance with the trade term of the ICC Incoterms 2016 as determined in the order confirmation. All the orders will be delivered EXW.
4.3. Expertisebureau HDG B.V.  shall have the right to deliver an order in instalments, upon a prior notification thereof.

Article 5
Purchase obligations
5.1. Customer shall be obliged to give immediate and full cooperation necessary for Expertisebureau HDG B.V.  for the performance of Expertisebureau HDG B.V. ’s services, more in particular to receive the purchased Products.
5.2. Purchase shall be deemed to have been refused if Products ordered have been offered to Customer for delivery but delivery appeared to be impossible for Expertisebureau HDG B.V.  or Customer refuses to accept the Products. Customer is then immediately in default, without any notice of default being required, and any risk of loss or damage of the Products shall then have been transferred to Customer.
5.3. All Expertisebureau HDG B.V. ’s costs resulting from the refusal to accept the goods by the Customer, shall be for account and risk of Customer, the foregoing without prejudice to our other rights with respect to this non-performance of Customer. Said costs explicitly include a reasonable compensation for storage, related to the rates used locally, as well as, if this is deemed expedient by Expertisebureau HDG B.V. , costs of insurance.
5.4. Unless otherwise specifically agreed upon (in writing) with Expertisebureau HDG B.V. , Customer is not allowed to resell the Product (whether new or used). 

Article 6
Guaranty and claims
6.1. Customer shall at all times immediately, but ultimately within 5 days upon receipt of the Products, check the quantities, quality and packaging of the Products and shall notify Expertisebureau HDG B.V.  forthwith of any faults and defects of the Products.
6.2. No rights can be derived from the way in which samples, models or designs have been executed. This also applies to catalogues, photos, illustrations and such.
6.3. If the Products have fully or partly been processed by Customer, this means that they have been approved and our liability for the Products shall then completely be cancelled, unless the defect could first be established because of or during the processing.
6.4. Claims about an invoice shall have to be submitted by Customer in writing within eight days after the date the concerning invoice was sent. 
6.5. Expertisebureau HDG B.V.  guarantees that the Products are of the agreed quantity, quality and specifications and are free from defects in materials and workmanship for a period of 2 months after the date of delivery of the Products by Expertisebureau HDG B.V.  to Customer.
6.6. Expertisebureau HDG B.V. ’s guarantee obligations as mentioned in this are only applicable before and during the first time use of the Products. Expertisebureau HDG B.V.  explicitly does not provide any guarantee on re-used Products.
6.7. In the event Customer submits a warranty claim, Customer shall forthwith notify Expertisebureau HDG B.V.  (in writing), specifying the claim. Expertisebureau HDG B.V.  shall subsequently assess and - if necessary - deal with the claim in accordance with the regarding agreement and these general terms and conditions. Customer shall assist Expertisebureau HDG B.V.  if requested, taking into account the guidelines and instructions of Expertisebureau HDG B.V. .
6.8. In case of a justified warranty claim, Expertisebureau HDG B.V.  shall either directly or through Customer, deliver a new Product or new components or repair the defects under guarantee free of charge within a reasonable period upon receipt of the complaint. Expertisebureau HDG B.V.  will in that case deliver Delivered Duty Paid (DDP) ICC Incoterms 2010 warehouse of Customer, including repaired Products. Troubleshooting on the spot and transport within the Territory will be for the account and risk of Customer.
6.9. Expertisebureau HDG B.V.  will always be entitled to check and settle any warranty claim. Expertisebureau HDG B.V.  must be permitted upon first request to examine the Product. No Product will be returned by Customer to Expertisebureau HDG B.V.  without a product return authorization from Supplier.
6.10. Customer undertakes to procure, and guarantees, that the terms of warranty under any agreement and the General Conditions will be applicable to each and every sale and delivery of the Products to customers in the Territory. Customer agrees not to make any (additional or other) warranties, express or implied, with respect to the Products without the prior written authorization of Supplier.

Article 7
Default
7.1. If Customer does not, not properly or not timely perform any obligation resulting from an agreement with Expertisebureau HDG B.V. , as well as in case of a (petition for) bankruptcy, a (petition for) moratorium, receivership of Customer or closing-down, winding-up, dissolution or liquidation of his business or a similar measure under foreign law, Customer shall be deemed to be in default by operation of law (automatically) and with immediate effect, and Expertisebureau HDG B.V.  shall be entitled, to Expertisebureau HDG B.V. ’s own discretion, without any obligation to compensate any damages and without prejudice to any further rights, without notice of default or settlement in Court being required, to cancel any agreement fully or partly or to suspend our (further) execution of any agreement. Expertisebureau HDG B.V.  shall in those cases furthermore be entitled to claim immediate fulfilment of whatever is due to Expertisebureau HDG B.V. .

Article 8
Retention of Title
8.1. All Products delivered by Expertisebureau HDG B.V.  shall remain in Expertisebureau HDG B.V. ’s ownership, and the legal title of the Products are retained until the moment of full payment by Customer. Until the moment of full payment by Customer, Customer shall not be authorized to give third parties in any way the use of or to transfer to any party the concerning Products.
8.2. As long as Customer is in default, or if Expertisebureau HDG B.V.  has reasonable grounds to assume that Customer will come in default, Expertisebureau HDG B.V.  can, without giving prior notice of default, immediately claim the (title to the) Products delivered respectively redeem these Products. Customer therefor hereby grants Expertisebureau HDG B.V.  its irrevocable and unconditional consent to enter his premises for this purpose.
8.3. Customer shall furthermore be obliged to properly insure the Products against risks of theft, damage and loss. Customer shall not be allowed to pledge or give as security to third parties, any insurance claims with regard to the Products. Payments for damage and/or loss of Products referred to in this article replace the Products concerned (and therefor are subject to rentention). Customer shall give full cooperation, at Expertisebureau HDG B.V. ’s first request, in order to realize that all concerning payments are made directly to Expertisebureau HDG B.V.  or that a proper security is vested with regards to these payment(s).

Article 9
Liability
9.1. In case Products are not, not timely, not completely or not properly delivered,  Expertisebureau HDG B.V. ’s duty to compensate any resulting damage will have fully been met by again delivering, replacing or repairing the concerning Products, unless non- or overdue performance by Expertisebureau HDG B.V.  was due to force majeure.
9.2. Expertisebureau HDG B.V. ’s liability for delivery is explicitly restricted to the provision of paragraph 1 of this article or, if no delivery, replacement or repair is possible (or can, within reason, not be required from Expertisebureau HDG B.V. ), is restricted to the amount of the applicable purchase price of the Products; Expertisebureau HDG B.V.  can therefor never be held liable for any (further) damage (unless by intent (wilful misconduct) or gross negligence by Expertisebureau HDG B.V. . 
9.3. Expertisebureau HDG B.V. ’s liability is furthermore - in all events - limited to the Product itself. In no event shall Expertisebureau HDG B.V.  however be liable to Customer for any special, consequential, indirect or incidental damages, however caused, arising in any way out of this Agreement, unless caused by intent (wilful misconduct) or gross negligence by Supplier.
9.4. Expertisebureau HDG B.V.  furthermore shall never be liable towards third parties for any damages in excess of Expertisebureau HDG B.V. ’s liability towards Customer. Customer shall hold Expertisebureau HDG B.V.  harmless for any further liability and shall accordingly require exoneration for Expertisebureau HDG B.V.  in Customer’s agreements with third parties.
9.5. Customer agrees to obtain, at its own expense, and keep in force during the term of this Agreement, and one year after the termination thereof, product liability insurance providing comprehensive general liability coverage with broad form endorsement. The insurance shall be placed with a financially responsible insurer (a General Policyholders Rating of at least A as set forth in the most current issue of Best’s Insurance Guide).

Article 10
Force majeure
10.1. Expertisebureau HDG B.V.  shall not be liable if any non-performance is due to force majeure. Force majeure shall include i.a. any non-compliance as a result of fire, floods, (civil) war, terrorism, embargos, blockades, statutory restrictions, riots, (government) measures pertaining to the production and distribution of the Products, failure in Expertisebureau HDG B.V. ’s production process, failure of suppliers and/or sub-contractors of Expertisebureau HDG B.V.  to comply with their obligations on time, or lack of raw materials, components and Products, on the condition that these events could not be anticipated or the effects of these events could not be prevented, when an offer or proposal by or agreement with Expertisebureau HDG B.V.  was concluded.
10.2. In the event of temporary force majeure, the mutual obligations for delivering and payment of Parties are suspended until the impediment has been removed.

Article 11
Intellectual property
11.1. Copyrights, patent rights, brand and model rights and all other industrial and intellectual property rights, including also know-how, on, in and to all of Expertisebureau HDG B.V. ’s Products and on, in and to the forms, models, moulds and tools manufactured and/or designed by Expertisebureau HDG B.V. , are vested in Expertisebureau HDG B.V. . In case of any infraction by Customer of Expertisebureau HDG B.V. ’s rights in this respect, Customer shall be immediately (and without any prior notification) liable for  a penalty of € 250,000 for each infraction and a penalty of € 10,000 for each day the infraction shall continue, without prejudice to Expertisebureau HDG B.V. ’s right to full compensation and notwithstanding any other legal rights and/or actions by Expertisebureau HDG B.V. .
11.2. Customer holds Expertisebureau HDG B.V.  harmless for and fully indemnifies Expertisebureau HDG B.V.  with respect to any claim from third parties on the basis of an (alleged) violation of rights of industrial or intellectual property resulting from our use of forms, models, moulds, designs or other data or products made available by him to us, or resulting from the storage or delivery by Expertisebureau HDG B.V.  of the products (partly) manufactured according to that data, forms, models, moulds or designs.

Article 12
Joint and several liability
12.1. If Expertisebureau HDG B.V.  concludes a joined agreement with two or more parties, each of these (legal) parties is jointly and severally liable for the complete fulfilment and performance of the obligations that result from that joined agreement.

Article 13
Disputes and applicable law
13.1. All disputes arising from any offer or proposal from and / or agreements with Expertisebureau HDG B.V.  and all resulting commitments and obligations shall exclusively be submitted to the competent Court in the Netherlands, unless Expertisebureau HDG B.V.  decides to submit such dispute to another competent court.
13.2. All our offers, proposals, agreements and all resulting commitments and obligations, shall exclusively be governed by Dutch law.