General terms

GENERAL TERMS AND CONDITIONS 4WRD B.V.

Article 1 Definitions
1. 4WRD B.V., established in Dordrecht, Chamber of Commerce number 62816152, is referred to in these general terms and conditions as a supplier.
2. The supplier's counterparty is referred to as the customer in these general terms and conditions.
3. The parties are the supplier and the customer together.
4. The agreement means the agreement for services between the parties.

Article 2 Applicability of general conditions
1. These conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the supplier.
2. Deviating from these terms and conditions is only possible if this has been agreed explicitly and in writing by the parties.
3. The agreement always contains best efforts obligations for the supplier, not obligations of results.

Article 3 Payment
1. Invoices must be paid within 30 days of the invoice date, unless the parties have made different arrangements in writing or a different payment term is stated on the invoice.
2. Payments shall be made without any recourse to suspension or set-off (unless the parties have agreed otherwise in writing) by transferring the amount due to the bank account number provided by the supplier.
3. If the customer does not pay within the agreed period, he is in default by operation of law, without any notice of default being required. From that moment on, the supplier is entitled to suspend the obligations until the customer has fulfilled his payment obligations.
4. If the customer remains in default, the supplier will proceed to collection. The costs related to this collection will be borne by the customer. If the client is in default, in addition to the principal sum, he is also liable to pay legal (trade) interest, extrajudicial collection costs and other damages to the supplier. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of the supplier against the buyer shall be immediately due and payable.

Article 4 Offers and tenders
1. The supplier's offers are valid for a maximum of 1 month, unless a different term of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer will lapse.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if this is exceeded, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.

Article 5 Prices
1. The prices stated on offers, price lists, quotations and invoices of the supplier are exclusive of VAT and any other government levies, unless expressly stated otherwise.
2. The prices of goods are based on the cost prices known at that time. Increases of this, which could not be foreseen by the supplier at the time of making the offer or the conclusion of the agreement, may give rise to price increases.

Article 6 Price indexing
1. The prices agreed at the conclusion of the agreement based on the price level used at that time. Supplier has the right to adjust the prices charged to the customer periodically.
2. Customized prices and rates will be communicated to the customer as soon as possible.

Article 7. Reservation of ownership
1. We reserve the ownership of all goods delivered by us to the customer until the purchase price, including interest and costs, for all these items has been paid in full.
2. However, the customer is not permitted to alienate the goods within the framework of his normal business operations at the moment that the buyer has applied for suspension of payments or the buyer has been declared bankrupt.
3. As long as our aforementioned property continues, we are entitled to recover the goods delivered by us without notice of default or judicial intervention at the expense of the customer from the location where they are located. The customer is obliged to keep the goods delivered by us subject to retention of title with due care and recognizable as our property.
4. If items have not yet been delivered, but the agreed payment or price has not been paid in accordance with the agreement, the supplier has the right of retention. The case will then not be delivered until the customer has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payment of the customer, the obligations of the customer are immediately due and payable.

Article 8 Force majeure
1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a shortcoming of the supplier in the fulfillment of any obligation vis-à-vis the customer can not be attributed to the supplier in the event of any circumstance beyond the control of the supplier, as a result of which the fulfillment of his obligations to the customer are prevented in whole or in part or as a result of which the fulfillment of his obligations can not reasonably be demanded of the supplier. These circumstances also include failures of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
2. If a situation as referred to above occurs as a result of which the supplier can not fulfill its obligations towards the customer, these obligations shall be suspended as long as the supplier can not meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
3. In the case referred to in the second paragraph of this article, the supplier is not obliged to pay compensation for any damage, not even if the supplier enjoys any benefit as a result of the force majeure situation.

Article 9 Transfer of rights
1. Rights of a party to this agreement can not be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Article 10 Insurance
1. The Buyer undertakes to insure the goods delivered necessary for the performance of the underlying agreement, as well as the goods of the supplier that are present with the customer and goods that have been delivered under retention of title, and to keep them insured against such things as fire, explosion and explosion. water damage as well as theft

Article 11 Indemnity
1. The customer indemnifies the supplier against all third-party claims that are related to the goods and / or services supplied by the supplier.

Article 12 Complaint obligation
1. The customer is obliged to immediately report complaints about the delivered goods to the supplier in writing. The complaint contains as detailed a description as possible of the shortcoming, so that the supplier is able to respond adequately.

Article 13 Intellectual property and confidentiality
1. Unless parties have agreed otherwise in writing, supplier shall retain all intellectual absolute rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all samples, designs, drawings, writings, data carriers or other information, offers, images, sketches, models, scale models, etc.
2. The intellectual absolute rights referred to above may not be copied, shown to third parties and / or made available or used in any other way without written permission from the supplier.
3. The customer undertakes to maintain confidentiality with regard to the confidential information made available to him by the supplier. Confidential information in any case means that to which this article relates, as well as the company details, purchase prices, etc. The customer undertakes to impose on his personnel and / or third parties involved in the implementation of this agreement a written confidentiality obligation of the scope of this provision.

Article 14 Dispute resolution
1. Dutch law applies to these general terms and conditions.
2. All disputes arising from these general terms and conditions will exclusively be submitted to the competent court of the District Court of Rotterdam.