Complete Administration Details

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND
PAYMENT
TRADING COMPANY NEESKENS B.V. and NEESKENS
INTERNATIONAL B.V.
Article 1. Applicability
1.1 These general conditions of sale, delivery and payment (hereafter referred to as: these general
conditions) apply to all offers, quotations, agreements and/or orders by
Handelsonderneming Neeskens B.V. and/or Neeskens International B.V. (hereafter referred to as: Neeskens),
made to and/or entered into with the customer.
1.2 In these general terms and conditions, "purchaser" shall mean the principal, or any person who
enters into or wishes to enter into a contract with Neeskens, or for whom Neeskens makes an offer or performs a
delivery or performance, as well as its legal successors.
1.3 The applicability of any purchase or other general terms and conditions of the customer is
expressly rejected.

1.4 The buyer who has once contracted on the present terms and conditions of Neeskens is deemed
to have tacitly agreed to the applicability of these general terms and conditions with any orders given by him/her thereafter orally, in writing, by telephone, by e-mail or in any other way
, regardless of whether such an order has been confirmed in writing.
1.5 Deviating terms and conditions shall only be applicable if and insofar as such has been expressly agreed in writing
between Neeskens and the buyer.
1.6 If any provision of these general terms and conditions should prove to be invalid
, the other provisions of these general terms and conditions shall nevertheless remain in force. Furthermore,
any such ineffective clause shall be converted into a valid clause with as much as possible
the same purport.
1.7 If Neeskens does not always demand strict compliance with these general terms and conditions, this does not mean that
the provisions do not apply or that Neeskens would lose the right to demand strict compliance with these general terms and conditions in other or
future cases.
1.8 These general terms and conditions have been drawn up in Dutch and English. In the event of a dispute about the contents
or purport of these general terms and conditions, the Dutch text shall be binding.
Article 2. Offers / Agreement
2.1 All offers of Neeskens are without engagement, unless explicitly provided otherwise.
2.2 Offers and quotations, are made on the basis of the prices valid at the time of the order.
If a price increase occurs afterwards, for example as a result of taxes, excise duties and
other government levies, Neeskens will be entitled to pass on the price difference to the
buyer at any time.
2.3 The agreement between Neeskens and the buyer shall be formed by written acceptance of a
order by Neeskens or when Neeskens has executed the agreement by fulfilling in full
or in part a request for delivery to the buyer.
2.4 If no written agreement was issued by Neeskens, the written confirmation of
Neeskens or the delivery receipt or the invoice of Neeskens shall serve as proof of the existence and content
of the agreement.
2.5 Additional agreements and changes to orders made shall only be effective after written
confirmation by Neeskens.

Article 3. Price and payment
3.1 The prices quoted by Neeskens are exclusive of value added tax (VAT) and ex warehouse, unless otherwise agreed
.
3.2 If after the conclusion of the agreement (cost) price increasing circumstances arise for Neeskens
as a result of legislation and regulations, currency fluctuations, price changes on the part of third parties or suppliers engaged by Neeskens
, Neeskens will be free to increase the agreed price in all reasonableness and to charge these to the customer. Such a price increase shall not give the customer the
right to terminate the agreement
3.3 Unless otherwise agreed in writing, payment must be made, without any discount, within 8
days of the invoice date, by deposit or transfer into the bank account specified by Neeskens.
3.4 The buyer shall not be entitled to deduct from the invoice of Neeskens any amount on account of a counterclaim asserted by it
or to suspend payment of the amount due on
grounds of a complaint about the delivered goods, unless otherwise agreed in writing.
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3.5 If the customer fails to meet its payment obligations under
the contract within the agreed period, Neeskens shall be entitled to suspend its present and any future obligations under
the contract.
3.6 In the event that the term of payment is exceeded, the customer shall be in default by operation of law without any notice of default being required at
and the customer shall be obliged to pay interest of 1.25% per
month on the amount due for the duration of the default.
3.7 All judicial and extrajudicial costs to be incurred by Neeskens shall be borne by the customer in
default. The extrajudicial costs shall amount to 15% of the outstanding amount including any interest owed at
a minimum of € 150.00.
Article 4. Shipping and delivery4.1 Delivery is ex warehouse, unless expressly agreed otherwise in writing. The costs associated with
delivery will be charged to the customer.
4.2 For delivery outside the Netherlands, the prices mentioned in the offer are based on delivery ex Neeskens' warehouse
in accordance with Incoterms (ex works).
4.3 The agreed term of delivery will only start at the moment that Neeskens has the necessary
information at its disposal for the execution of the agreement or at the moment that the
agreed (advance) payment has been received from the customer and the circumstances are favorable to
execute the agreement.
4.4 Exceeding the agreed delivery time does not give the customer the right to rescind the agreement in whole or
part, or the right to compensation.
4.5 Stated delivery times shall never be regarded as deadlines, unless expressly agreed upon otherwise
. If Neeskens does not deliver or does not deliver on time, the customer must give him notice of default in writing
whereby a reasonable period is granted to still fulfil the delivery obligations.
4.6 The risk shall pass to the customer at the latest at the time of shipment of the goods, also in the event of partial deliveries
.
4.7 The manner of shipment shall take place at Neeskens' discretion.
4.8 Neeskens reserves the right not to execute orders if the customer has not paid the previous delivery
within the agreed term of payment. In that case, Neeskens shall not be liable for any possible loss suffered by the customer as a result of the non-delivery.Article 5. Retention of title and right of lien
5.1 Goods delivered shall remain the exclusive property of Neeskens as long as the customer has not completely fulfilled all his
(payment) obligations pursuant to the agreement concluded between the parties.
5.2 As long as the customer has not yet fulfilled all his obligations under the contract, the customer is not
entitled to alienate, encumber with a limited right and/or in any other way make the delivered goods available to third parties for
or give them into use, other than in accordance with his normal business and the normal destination of
the goods, unless Neeskens gives explicit permission for this for
.
5.3 The customer is obliged to keep the products delivered under retention of title carefully and
identifiable. This obligation also includes the unauthorization to process,
assemble, pledge or otherwise encumber these items.
5.4 If the customer has not acted in accordance with the preceding article, he is obliged to pledge the new
formed goods to Neeskens.
5.5 The buyer must immediately inform Neeskens in writing if third parties have a right of ownership or another
right to the products subject to the retention of title.
5.6 The buyer is obliged to insure and keep insured
the goods delivered under retention of title against fire, explosion and water damage as well as against theft. The customer must make the policy of this
insurance(s) available to Neeskens for inspection at Neeskens' first request. In the event of any
payment of the insurance, Neeskens shall be entitled to this money.
5.7 As soon as the customer fails to fulfil one or more of his obligations towards Neeskens, all
claims of Neeskens shall become due on demand. Neeskens shall then be entitled, without any notice of default
or judicial intervention, to enforce its rights resulting from its retention of title.
For
the event that Neeskens wishes to exercise its property rights referred to in this article, the customer hereby unconditionally and irrevocably gives permission in advance to Neeskens and
third parties to be appointed by Neeskens to enter all those places where the property of Neeskens is located and to take those goods back
.

5.8 As additional security for the full payment of all claims that Neeskens has or will obtain
against the customer, Neeskens reserves - in case there should be no question of a
retention of title - an undisclosed pledge on all goods delivered and to be delivered by Neeskens to the customer. The customer declares to agree to this and grants this pledge in advance to
Neeskens.
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5.9 In the event of a breach of the provisions of this article, the customer will owe a penalty of twice
the claim outstanding at the time of the breach, without prejudice to the damage actually suffered by Neeskens
and Neeskens will be free to dissolve the agreement without further notice of default, by means of a
written communication.
Article 6. Right of complaint
6.1 Any complaints concerning goods delivered by Neeskens must be made in writing, within
8 days after the actual delivery of the products or at the time of performance of the services, under penalty
of forfeiture of the right.
6.2 The buyer who has not examined the delivered goods for their soundness within 8 days of receipt
shall be deemed to have approved the delivery or the transaction.
6.3 Minor deviations in quality, specifications, etc., which cannot be prevented from a technical point of view
, or which are generally permitted according to trade customs, cannot constitute grounds
for complaint.
6.4 Products can only be returned in their original packaging or in new condition and after
prior written consent from Neeskens. Returned products must comply
with the rules included in article 10 (return shipments). Without written consent,
the customer remains bound to fulfil his payment obligation.
6.5 Complaints do not give the customer the right to suspend payment of the undisputed part of the claim
.
Article 7. Liability and indemnity
7.1 If the goods or services delivered by Neeskens show shortcomings or turn out to be defective,
they will be repaired by Neeskens free of charge and otherwise replaced. Neeskens shall become the owner of the
replaced goods.
7.2 If the buyer fails to take all measures necessary to prevent or limit
the damage, the buyer shall be obliged to indemnify Neeskens against liability.
7.3 Other than as expressly agreed, Neeskens expressly excludes any further liability in the matter
of shortcomings or defects.
7.4 In addition to the previous article, Neeskens shall only be liable for the damage directly suffered, of which
the damage shall never exceed the invoice value of the delivery to which the complaint relates
.
7.5 Further to the previous article, Neeskens expressly excludes its liability for consequential or other damages.
business losses.
7.6 The customer shall be obliged to indemnify Neeskens and compensate Neeskens for all costs, damages and
interests with which Neeskens shall be charged as a direct or indirect result of claims by third parties
on Neeskens in connection with occurrences, acts or omissions for which Neeskens is not liable.
7.7 If damage is suffered as a result of intent and/or wilful recklessness on the part of Neeskens, which is not to be
understood to mean acts of its employees or other persons falling within its sphere of risk, the
liability will be limited to what is paid out under the business liability insurance
.
7.8 Notwithstanding the statutory limitation periods, the limitation period of all claims and
defenses against Neeskens, and the third parties involved by Neeskens in the performance of the agreement,
shall be one year.
Article 8. Force Majeure
8.1 If Neeskens fails to fulfil its obligations under the agreement as a result of
circumstances that cannot reasonably be attributed to it, those obligations
will be suspended until such time that Neeskens is able to fulfil its obligations.
8.2 If the situation of force majeure lasts longer than 3 months, the parties will be free to terminate the agreement
in whole or in part with immediate effect in writing, without this leading to
liability for damages.
8.3 Force majeure includes circumstances that could not reasonably be foreseen or are beyond the
reasonable control of Neeskens.
Article 9. Termination of the Agreement
9.1 Neeskens is entitled, if the customer fails to fulfil any of
its obligations arising from the agreement or fails to do so properly or in a timely manner, or if there is serious doubt whether the customer can fulfil
its obligations arising from the agreement, to suspend the agreement
or to terminate it without notice of default, whereby Neeskens reserves the right to claim additional security or
or damages.
9.2 Cancellation by the customer is only possible with the written consent of Neeskens. In that case, the
buyer shall owe Neeskens compensation of at least 30% of the purchase price, all this
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without prejudice to Neeskens' right to claim its actual damages if these turn out to be higher
.
9.3 The buyer is not entitled to claim the dissolution of the agreement with retroactive effect.
Amounts already paid by the buyer will not be refunded.
Article 10. Return shipments Disputes and applicable law
10.1 If goods delivered by Neeskens turn out to be defective as a result of a defect in the product,
the buyer is entitled to return the product, subject to the following
conditions;
10.2 The buyer must send a so-called "return shipment" by e-mail, via the website of Neeskens or by mail. RMA (Return Material
Authorisation) number with Neeskens; the following data must be stated on the aforementioned application
:
- invoice number and/or packing slip or warehouse receipt number;
- order and/or article number and serial number (if any) of the product;
- contact details of the customer (incl. debtor number);
- if previously repaired, also state repair number;
- a clear and specific description of the complaint and/or reason for return;
10.3 After receipt of the request, the request will be assessed by Neeskens; if the request is justified
an RMA number will be allocated as soon as possible. If a complaint is incorrect,
Neeskens reserves the right to charge investigation costs
10.4 Products that are returned must be carefully and securely packed (provided with the RMA
number) and must be received by Neeskens within 8 days after the RMA number has been issued at
failing which the RMA number will expire. Return consignments that do not meet the above criteria
may be refused by Neeskens.
10.5 The shipping costs shall be borne by the customer. Neeskens shall not be liable for any
damage or loss during transport.
Article 11. Disputes and Applicable Law
11.1 Dutch law shall exclusively
apply to all agreements concluded between the parties and to all legal relations arising therefrom.
11.2 The applicability of the Vienna Sales Convention to the agreements between the parties is expressly excluded
.
11.3 If the buyer has a complaint regarding the performance of the agreement, he shall address it to
Neeskens. The parties shall attempt to resolve the dispute among themselves. If no agreement
is reached between the parties, the parties shall turn to the competent court. All disputes and claims
that may arise between Neeskens and the buyer will be decided by the competent court at
court Noord-Holland.
Article 12. Location and change of conditions
12.1 These general terms and conditions have been filed at the Registry of the District Court of Noord-Holland under
number 3/2020.
12.2 Neeskens is always entitled to change these general terms and conditions. The change will take effect at the
time of written notification of it to the customer.