Article 1 DEFINITIONS
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise. User: the user of the general terms and conditions; Consumer: a counterparty who is a natural person and who does not act in the exercise of a profession or trade; Agreement: the agreement between the user and the consumer; Consumer purchase: the agreement of purchase and sale with regard to movable property, which is concluded by a seller who acts in the exercise of a profession or trade, and a consumer, a natural person, who does not act in the exercise of a profession or trade.

Article 2 GENERAL
1. These terms and conditions apply to every offer, quotation and agreement between the user and a consumer to which the user has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. These terms and conditions also apply to agreements with the user, for the execution of which third parties must be involved.
3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.
(See also: Article-by-article explanation under 1).

Article 3 OFFERS AND QUOTATIONS
1. All offers and quotations are non-binding and are made in any written form, unless the user decides not to accept a written offer for practical, urgent, or other reasons. The offer shall include a date or be determinable by date.
2. The user shall only be bound by offers and quotations if the consumer accepts them, preferably in writing, within 14 days. The prices stated in a quotation are inclusive of VAT, unless otherwise indicated.
3. The user cannot be held to its offers and quotations if the consumer, in terms of reasonableness and fairness and generally accepted views, should have understood that the offer or quotation, or a part thereof, contains an obvious error or typographical error.
4. If the acceptance (on minor points) deviates from the offer included in the quotation, the user shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
5. A composite price quote does not obligate the user to supply part of the items included in the offer or quotation for a corresponding portion of the quoted price.
6. Offers or quotations do not automatically apply to repeat orders.
(See also: Explanation of the articles under 2).

Article 4 FORMATION OF THE AGREEMENT
1. The agreement is concluded by the consumer's timely acceptance of the user offer.

Article 5 DELIVERY
1. Unless otherwise agreed, delivery takes place from the factory/store/warehouse of the user.
2. The consumer is obliged to take the purchased goods at the moment they are made available to him or are handed to him.
3. If the consumer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the items intended for delivery will be stored at the consumer's risk after the user has notified him. In that case, the consumer will be liable for all additional costs.
4. If the user and consumer agree on delivery, the delivery of purchases is at the consumer's expense. The user retains the right to invoice the delivery costs separately upon delivery.
5. If it has been agreed that delivery will be carried out in phases, the user may suspend the execution of those components that belong to a subsequent phase until the consumer has approved in writing the results of the preceding phase.
6. If the user requires data from the consumer in the context of executing the agreement, the delivery time starts after the consumer has made this available to the user.
7. If the user has specified a delivery period, it is indicative. A stated delivery time is never a fatal deadline. However, the final delivery time will never exceed the stated delivery time by more than één quarter, unless there is force majeure. If a deadline is exceeded, the consumer must formally notify the user in writing.
(See also: Article-by-article explanation under 3).

Article 6 WARRANTY
1. The user guarantees that the items to be delivered meet the usual requirements and standards that can be set for them and are free from any defects whatsoever.
2. The guarantee mentioned under 1. also applies if the items to be delivered are intended for use abroad and the consumer has expressly notified the user of this use in writing at the time of entering into the agreement.
3. The guarantee mentioned under 1. for non-electronic items applies for a period of 14 days after delivery. The guarantee mentioned under 1. for electronic items applies for a period of 3 months after delivery.
4. If the items to be delivered do not meet these guarantees, the user will, at the user's discretion, replace or arrange for repair of the item within a reasonable period after receipt thereof or, if return is not reasonably possible, after written notification of the defect by the consumer. In the event of replacement, the consumer already now agrees to return the replaced item to the user and to transfer ownership thereof to the user.
5. The warranty mentioned herein does not apply if the defect has arisen as a result of improper or inappropriate use or if, without the written permission of the user, the consumer or third parties have made or attempted to make changes to the item or have used it for purposes for which the item is not intended.
6. If the delivered item does not correspond to what was agreed and this non-conformity constitutes a defect within the meaning of the product liability regulations, the user is in principle not liable for consequential damage. (See also: Article-by-article explanation under 4).

Article 7 SAMPLES AND MODELS
1. If the user has shown or provided a model or sample to the consumer, the item will correspond to it, unless the provision served as a means of indication.

Article 8 RESERVATION OF OWNERSHIP
1. The user remains the full owner of the delivered item until the purchase price has been paid in full.

Article 9 EXAMINATION, COMPLAINTS
1. The consumer is obliged to examine the delivered goods at the time of delivery, but in any case within the shortest possible time. In doing so, the consumer must examine whether the quality and quantity of the delivered goods correspond with what was agreed, or at least meet the requirements that apply in normal (commercial) transactions.
2. Any visible defects must be reported to the user in writing within three days of delivery, unless this is impossible or unreasonably onerous.
3. A hidden defect must be reported to the user by the consumer within eight days of discovery, but no later than within the warranty period, taking into account the provisions of the previous paragraph of this article. After the warranty period has expired, the user is entitled to charge all costs for repair or replacement, including administration, shipping, and call-out charges.
4. In the event of damage or loss due to shipping or a third party, the outcome of an investigation conducted by the third party will first be awaited.
5. If a complaint is made in a timely manner pursuant to the previous paragraph, the consumer remains obligated to accept and pay for the purchased items. If the consumer wishes to return defective items, this must be done with the user's prior written consent and in the manner specified by the user.
(See also: Explanation of the articles under 5).

Article 10 TRANSFER OF RISK
The risk of loss or damage to the products subject to the agreement shall pass to the consumer at the moment they are legally and/or physically delivered to the consumer and thus come under the control of the consumer or a third party designated by the consumer. The costs of the risk of loss of the products during shipping shall be borne by the user. The costs of the risk of damage to the products during shipping shall be borne by the user and the consumer. Both shall receive 50% of the amount paid by the shipping company. (See also: Article-by-article explanation under 6).

Article 11 PRICE INCREASE 1. If the user agrees on a specific price with the consumer upon concluding the agreement, the user is nevertheless entitled to increase the price, even if the price was not originally stated subject to change. 2. If a price increase takes place within two months of concluding the agreement, the consumer can terminate the agreement by means of a written statement, regardless of the percentage of the increase, unless the authority to increase the price arises from a power under the law. 3. If the price increase takes place after two months of concluding the agreement, the consumer is entitled to terminate the agreement if the price increase amounts to more than 5%, unless this price increase is the result of a change in the agreement or this increase arises from a power under the law. (See also: Article-by-article explanation under 7).

Article 13 SUSPENSION AND TERMINATION
1. User is authorized to suspend performance of the obligations or to terminate the agreement, if:
– Consumer does not fulfill the obligations under the agreement, or does so only partially.
– after the agreement is concluded, user becomes aware of circumstances giving good reason to fear that the consumer will not fulfill the obligations. If there is good reason to fear that the consumer will only partially or inadequately fulfill them, the suspension is permitted only to the extent justified by the shortcoming.
– consumer, when concluding the agreement, was asked to provide security for the fulfillment of his obligations under the agreement and this security is absent or insufficient. Once security is provided, the authority to suspend lapses, unless this fulfillment is unreasonably delayed.
2. Furthermore, user is authorized to (do) terminate the agreement if circumstances arise of such a nature that performance of the agreement becomes impossible or, according to standards of reasonableness and fairness, can no longer be demanded, or if other circumstances arise of such a nature that unchanged maintenance of the agreement cannot reasonably be expected.
3. If the agreement is terminated, the claims of user against the consumer become immediately due. If user suspends performance of the obligations, he retains his claims under law and agreement.
4. User always retains the right to claim damages.

Article 14 DEBT COLLECTION COSTS
1. If the consumer is in default or in delay with the performance of one or more of his obligations, then all reasonable costs for obtaining satisfaction outside the court are at the consumer's expense. In any case, the consumer is liable for collection costs in the event of a monetary claim. The collection costs are calculated in accordance with the collection rate as advised by the Dutch Bar Association in collection matters.
2. If the user demonstrates that higher costs have been incurred, which were reasonably necessary, these are also eligible for reimbursement. (See also: Article-by-article explanation under 9).

Article 15 INDEMNIFICATIONS
1. The consumer indemnifies the user against claims by third parties relating to intellectual property rights on materials or data provided by the consumer, which are used in the performance of the agreement.
2. If the consumer provides the user with information carriers, electronic files or software, etc., the consumer guarantees that the information carriers, electronic files or software are free of viruses and defects.

Article 16 INTELLECTUAL PROPERTY AND COPYRIGHT
1. Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and authorities to which the user is entitled under the Copyright Act.
2. The consumer is not permitted to make changes to the items, unless the nature of the delivered goods dictates otherwise or if otherwise agreed in writing.
3. Any designs, sketches, drawings, films, software and other materials or (electronic) files created by the user within the framework of the agreement shall remain the property of the user, regardless of whether they have been provided to the consumer or to third parties, unless otherwise agreed.
4. All documents provided by the user, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended for use by the consumer and may not be reproduced, made public or brought to the attention of third parties by the consumer without the user’s prior consent, unless the nature of the documents provided dictates otherwise.
5. The User reserves the right to use any knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 17 LIABILITY
1. If the goods delivered by the user are defective, the user's liability towards the consumer is limited to what is stipulated in these terms under “Guarantees”.
2. When the producer of a defective item is liable for consequential damage, the user's liability is limited to repair or replacement of the item, or refund of the purchase price.
3. Notwithstanding the above, the user is not liable if the damage is caused by intent and/or gross negligence and/or culpable conduct, or by improper or inappropriate use by the consumer.
4. The limitations of liability for direct damage set out in these terms do not apply if the damage is caused by intent or gross negligence of the user or its subordinates.
(See also: Article-by-article explanation under 10).

Article 18 FORCE MAJEURE
1. The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to their fault and for which they are not responsible under the law, a legal act or generally accepted views.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the user has no influence, but which prevent the user from fulfilling its obligations. This includes strikes in the user's company.
3. The user also has the right to invoke force majeure if the circumstance that prevents (continued) fulfilment occurs after the user should have fulfilled its obligation.
4. During the period in which the force majeure continues, the parties may suspend the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.
5. If, at the time the force majeure occurs, the user has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part fulfilled or yet to be fulfilled has independent value, the user is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The consumer is obliged to pay this invoice as if it were a separate agreement. (See also: Article-by-article explanation under 11).

Article 19 DISPUTES
1. The court in the seller's country of establishment has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the legally competent court. (See also: Explanation of the articles under 12).

Article 20 APPLICABLE LAW
1. Dutch law applies to every agreement between the user and the consumer. The Vienna Sales Convention is expressly excluded.