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Article 1: Applicability
1. These terms and conditions shall apply to all offers from and to all agreements of purchase and sale with and the execution of work or supply of services by VB-Airsuspension B.V., having its principle place of business in Varsseveld, to be referred to hereinafter as “VB-Airsuspension”.
2. The principal or buyer shall be referred to hereinafter as “the other party”.
3. Stipulations to the contrary shall only be part of the agreement concluded between the parties, if and to the extent that both parties have expressly agreed thus.
4. Acceptance and keeping a quotation or order confirmation in which these conditions have been referred to shall be considered to be consent with the application thereof.
5. If (part of) a stipulation of these general terms and conditions should not be applicable, this shall leave the applicability of the other stipulations intact.
Article 2: Offers
1. All offers, quotations, price lists, delivery times, etc. of VB-Airsuspension shall be without commitment, unless they include a term for acceptance. If a quotation or offer includes an offer without commitment and this offer is accepted by the other party, VB-Airsuspension shall be entitled to withdraw the offer within two (2) working days after receipt of the acceptance.
2. Brochures, drawings, models, statements of capacities and other descriptions showed and/ or provided shall be as exact as possible, but shall only be considered to be an indication. No rights shall be derived from this, unless the parties have expressly agreed otherwise in writing.
3. The prices stated in quotations/ offers shall be exclusive of:
- VAT and/ or other governmental levies;
- Costs of transport and insurance;
- Costs of assembly, service, inspection work, preparing goods for transport;
- Costs of repair;
unless expressly agreed otherwise in writing.
4. A. If between the date of conclusion of the agreement and the execution of the agreement
changes are made by the authorities and/ or trade organizations in wages, work conditions, social insurance and the like, VB-Airsuspension shall be entitled to charge the increases to the other party. If between the above-mentioned dates a new price list is issued by VB- Airsuspension and has come into force, VB-Airsuspension shall be entitled to charge the prices stated therein to the other party.
B. If the other party is a natural person who does not act in the performance of a profession or business, price increases shall be surcharged or charged to the other party in the meaning referred to, three (3) months after the conclusion of the agreement. In the event of price increases as mentioned before in this article, within a period of less than three months, the other party shall be entitled to dissolve the agreement.

Article 3: Agreements
1. Agreements may be concluded both in writing and orally and shall be binding according to their nature and/ or scope after written confirmation by VB-Airsuspension. Agreements of small (financial) scope shall be binding after an oral order from the other party.
2. Additions or changes to the general terms and conditions or changes or additions to the agreement otherwise shall only be binding after written confirmation by VB-Airsuspension.
Article 4: Engagement of third parties
VB-Airsuspension shall be entitled to engage third parties for the execution of what has been agreed.
Article 5: Delivery/ work done and periods
1. Delivery shall not be made carriage paid, unless the parties have expressly agreed otherwise in writing.
2. The periods stated within which goods must have been delivered or work must have been executed shall never be considered firm dates, unless expressly agreed otherwise. In the event of late delivery or completion of the work, VB-Airsuspension must therefore be given written notice of default.
3. In case of partial deliveries, each phase shall be considered to be a separate transaction.
4. The risk of goods that are under the trust of VB-Airsuspension with a view to the work to be executed shall remain with the other party. The other party shall be obliged to insure the goods adequately and to keep them ensured during the time that the goods are under the trust of VB-Airsuspension.
5. If it proves impossible to deliver the goods to the other party or to execute the work that should be done, due to a cause for which the other party is to blame, VB-Airsuspension shall reserve the right to store the goods at the expense and risk of the other party. VB-Airsuspension shall notify the other party in writing of the storage and/ or the obstacle in the execution of the work that is to be done and, at the same time, shall state a reasonable period within which the other party should enable VB-Airsuspension to resume the work and/ or to supply the goods.
6. If, even after expiry of the reasonable period stated by VB-Airsuspension, as stipulated in the previous paragraph of this article, the other party fails to fulfil its obligations, merely due to the expiry of one (1) month following the date of storage or obstacle in the execution of the work that is to be done, the other party shall be in default and VB-Airsuspension shall be entitled to dissolve the agreement in its entirety or partially, in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay costs and interest.
7. The previous shall not prejudice the obligation of the other party to pay the agreed or negotiated or due price, as well as any storage costs and/ or other costs.
8. Unless otherwise agreed by the parties in writing, delivery of the goods shall take place in one time at an address given by the other party, even though the goods ordered may be destined for distribution over various addresses.
9. The other party shall guarantee good accessibility of the place of destination/ of discharge and shall be responsible for the discharge/unloading.
10. VB-Airsuspension shall be entitled to demand advance payment or security from the other party with respect to its fulfilment of its financial obligations, prior to making delivery.

Article 6: Progress, execution of work
1. If the deliveries or the work cannot take place normally or without interruption due to causes for which VB-Airsuspension is not to blame, VB-Airsuspension shall be entitled to charge the additional costs resulting from this, including call-out charges, to the other party.
2. If it appears impossible to execute the work that is to be done, either due to circumstances unknown to VB-Airsuspension, or due to whatever force majeure, VB-Airsuspension shall be entitled to demand that the instruction given to VB-Airsuspension is changed in such a way that the execution of the work will be possible, unless, due to unknown circumstances or force majeure, this will never be possible. In that case, VB-Airsuspension shall be entitled to full compensation for the work already carried out by VB-Airsuspension or the costs incurred.
3. All the expenses made by VB-Airsuspension at the request of the other party shall be fully borne by the latter, unless otherwise agreed in writing.
Article 7: Transport
1. Forwarding of the goods ordered shall be done in a manner to be determined by VB-Airsuspension, but at the expense and risk of the other party, unless expressly agreed otherwise by the parties in writing.
2. VB-Airsuspension shall not be liable for damage, of whatever kind and in whatever shape, connected with the transport, whether or not suffered by the goods.
3. The other party shall be obliged to take out adequate insurance with respect to the before-mentioned risks.
4. Unaccepted orders or deliveries shall be stored by VB-Airsuspension, at the expense and risk of the other party, all this pursuant to the stipulated in article 5.
Article 8: Claims/ return consignments
1. The other party shall be obliged to inspect the goods upon receipt. If visible defects are established, this shall be noted down in the repair list and be immediately advised to VB-Airsuspension, or the other party shall inform VB-Airsuspension of this within 24 hours after receipt, followed by immediate written confirmation thereof to VB-Airsuspension.
2. Other claims, also those with respect to work done, shall be reported to VB-Airsuspension in writing and within 8 days after receipt of the goods or execution of the work.
3. If the above-mentioned claim should not be advised to VB-Airsuspension within the terms referred to there, the goods shall be considered to have been received in good condition or the work executed shall be considered to have been done well.
4. Claims do not suspend the payment obligation of the other party.
5. VB-Airsuspension must be given an opportunity to examine the complaint.
6. If return consignment of the goods supplied proves necessary, this shall only be at the expense and risk of VB-Airsuspension, if the latter has expressly agreed with this beforehand in writing.
7. If the return consignment is connected with a claim as referred to above, the return consignment shall only be at the expense and risk of VB-Airsuspension, if it had declared the claim founded. In such cases, the return consignment shall take place in a manner to be determined by VB-Airsuspension.
8. In the event of justified claims, the damage shall be settled pursuant to the stipulated in article 9.
9. Small repairs and/ or complaints shall be dealt with at payment of material and other repair costs, increased by € 50,= examination and assessment costs.

Article 9: Liability/ Guarantee
1. VB-Airsuspension shall fulfil its task as may be expected of a company in its line of business, but shall not accept any liability for damage, including consequential damage, resulting from its actions or lack of actions in the widest sense of the word, except to the extent that it should be due to its gross negligence and/ or intent, or if should arise otherwise from legal stipulations of mandatory law, in particular product liability. A same limitation shall apply with respect to personnel and/ or third parties used by VB-Airsuspension in the performance of its work.
2. Without prejudice to the stipulated in the other paragraphs of this article, the liability of VB-Airsuspension - for whatever reason - shall be limited to the amount of the net price of the goods supplied or the work executed. Fulfilment of this provision shall be considered to be the only and full compensation.
3. Without prejudice to the stipulated in the previous paragraph of this article, VB-Airsuspension shall never be liable to pay damages in excess of the amount insured, in so far as the damage is covered by an insurance taken out by VB-Airsuspension.
4. If there are visible defects, imperfections and/ or faults in the goods supplied, that are supposed to have been there at the moment of delivery, VB-Airsuspension shall undertake to replace these goods at no cost. VB-Airsuspension guarantees the usual normal quality and durability of the goods supplied; the actual life thereof can never be guaranteed.
5. The goods made by VB-Airsuspension (as manufacturer) are guaranteed by VB-Airsuspension for a period of two (2) years.
6. If goods supplied by VB-Airsuspension - purchased from third parties - carry a guarantee from the manufacturer, that guarantee shall apply in the same way between the parties.
7. At any rate, the period in which VB-Airsuspension may be held liable to pay compensation for damage, shall be limited to one (1) years or so much earlier with an absolute maximum of 100,000 km.
8. The other party shall lose its rights towards VB-Airsuspension, shall be liable for any damage and shall hold VB-Airsuspension harmless against any claims from third parties with respect to compensation of damage if and to the extent that:
A. the before-mentioned damage has come about due to incompetent use and/ or use contrary to instructions from VB-Airsuspension and/ or incompetent storage by the other party of the goods supplied;
B. the above-mentioned damage has come about due to the fact that the other party has not acted in accordance with the instructions and/ or advice given by the seller;
C. the above-mentioned damage has come about due to errors/ inaccuracies in data, materials, information carriers, etc. that have been provided and/ or prescribed to VB-Airsuspension by or on behalf of the other party;
D. the above-mentioned damage has come about due to the fact that the other party itself or a third party commissioned by the other party has carried out work to the goods supplied, without prior written permission from VB-Airsuspension.
E. the above-mentioned damage has come about due to the fact that and after emergency repairs were made.

Article 10: Payment
1. Payment shall be effected within 14 days after the invoice date, even if no delivery can be made in accordance with article 5, unless expressly otherwise agreed between the parties in writing.
2. If, after expiry of the period referred to in paragraph 1, an invoice is not fully paid:
A. the other party shall owe VB-Airsuspension interest for overdue payment to the amount of 2% per month to be calculated cumulatively on the principal sum. Parts of a month shall be considered to be full months for this purpose.
B. after having been requested thus by VB-Airsuspension, the other party shall owe, with respect to extrajudicial costs, at least 15% of the sum of the principal sum and the interest for overdue payment with an absolute minimum of € 135,=.
C. VB-Airsuspension shall be entitled, for each payment reminder, request for payment, etc. sent to the other party, to charge an amount of at least € 20,= for administrative costs. VB-Airsuspension shall state this in the agreement or in the invoice.
3. In the before-mentioned or corresponding circumstances, at VB-Airsuspension's choice, the agreement may be dissolved in its entirety or partially, whether or not combined with a claim for damages, without further notice of default or judicial interference.
4. If the other party has not fulfilled its payment obligations on time, VB-Airsuspension shall be entitled to suspend the fulfilment of the obligations undertaken towards the other party for delivery or execution of work, until payment has been effected or adequate security has been furnished. The same shall already apply before the moment of being in default, if VB-Airsuspension supposes in reasonableness that there are reasons to doubt the creditworthiness of the other party.
5. Payments effected by the other party shall always be used for settlement of all the interests and costs owed and, subsequently, of payable invoices that have been longest overdue, even if the other party should state that the settlement relates to a later invoice.
A. If the other party, for whatever reason, has, or will acquire, one or more claims against VB-Airsuspension, the other party shall waive the right of settlement with respect to these claim(s). This above-mentioned waiver of the right of settlement, shall also apply if the other party files for (provisional) suspension of payment or is declared bankrupt.
B. The stipulated under A of this paragraph shall not apply if the other party is a natural person who does not act in the performance of a profession or company.
Article 11: Intellectual property rights
1. VB-Airsuspension is the holder of all rights of industrial and intellectual property with respect to the contents and shape of drawings, designs, constructions, products, descriptions/ advice and the like.
2. The exercise of the rights stated in the previous paragraph - including making data of transfer of data - shall be expressly and exclusively reserved to VB-Airsuspension both during and after the execution of the order.
3. Only after payment of the amount owed to VB-Airsuspension under a concluded agreement, the other party shall be entitled to a right of use.
Article 12: Retention of title
1. VB-Airsuspension shall retain the title of goods supplied and to be supplied until the time that the other party has fulfilled its payment obligations in this respect. Those payment obligations shall consist of payment of the purchase sum, increased by claims for work done with respect to this delivery, as well as claims for damages, if any, on the ground of default in the fulfilment of obligations on the side of the other party.
2. If VB-Airsuspension invokes the retention of title, the agreement concluded in this respect shall be considered dissolved, without prejudice to the right of VB-Airsuspension to claim compensation for damage, loss of profits and interest.
3. The other party shall be obliged to inform VB-Airsuspension immediately in writing of the fact that third parties lay claim upon goods on which retention of title rests by virtue of this article.
Article 13: Pledge/ "warrantage"
Until the time that the other party has fulfilled all its payment obligations in this respect towards VB-Airsuspension, the other party shall not be entitled to give the supplied goods as security to third parties and/ or establish a non-possessory pledge on them, and/ or give the good for storage in the actual control of one or more financiers (warrantage), because this shall be considered to be an attributable failure to perform on its side. VB-Airsuspension shall then be entitled to suspend its obligations under the agreement, immediately, without a notice of default being required, or to dissolve the agreement, without prejudice to the right of VB-Airsuspension to compensation for damage, loss of profits and interest.
Article 14: Bankruptcy, power to dispose of property and the like
Without prejudice to the stipulated in the other articles of these terms and conditions, the agreement concluded between the other party and VB-Airsuspension shall be dissolved without judicial interference and without a notice of default being required, at the time that the other party is declared bankrupt, (provisional) suspension of payment has been petitioned, an attachment is enforced, the other party is placed under guardianship or otherwise loses its power to dispose of its capital or parts thereof or its legal capacity with respect to its capital or parts thereof, unless the trustee in the bankruptcy or the administrator for the (provisional) suspension of payment recognizes the obligations under the agreement as claim against the estate.
Article 15: Force majeure
1. In case fulfilment of the obligations of VB-Airsuspension under the agreement concluded with the other party is not possible and this is due to a nonattributable failure on the side of VB-Airsuspension, or on the side of third parties or suppliers engaged by VB-Airsuspension for the execution of the agreement, or in case there is another serious reason on the side of VB-Airsuspension, VB-Airsuspension shall be entitled to dissolve the agreement concluded between the parties, or to suspend the fulfilment of its obligations towards the other party for a reasonable period to be determined by it, without obligation to pay any damages. If the situation referred above occurs after the agreement has been executed partially, the other party shall be obliged to fulfil its obligations towards VB-Airsuspension until that moment.
2. By circumstances in which there is a question of nonattributable failure shall be understood, among other things: war, riots, mobilisation, civil commotion in this country and abroad, governmental measures, strikes and exclusion by workers or a threat thereto and similar circumstances; disturbance of the currency relations existing at the time of the conclusion of the agreement; interruption of operation due to fire, accident or other incidents and natural phenomena, all this irrespective of whether the non-fulfilment or late fulfilment occurs at VB-Airsuspension, its suppliers or third parties engaged by it for the execution of the agreement.
3. In case the other party should continue failing to fulfil its obligations towards VB-Airsuspension promptly, in case of suspension of payment, a petition to a (provisional) suspension of payment, bankruptcy, enforced attachment, assignment of the estate or liquidation of the company of the other party, all that is owed to VB-Airsuspension under any contract shall be immediately fully due and payable.

Article 16: Cancellation and dissolution
1. A. The other party shall relinquish all rights of dissolution of the agreement pursuant to section 6:265 and following Dutch Civil Code or other legal stipulations, unless cancellation has been agreed on by virtue of this article.
B. The stipulated under A of this paragraphs shall not apply in case the other party is a natural person who does not act in the performance of a profession or business.
2. Cancellation by the other party shall only be possible if VB-Airsuspension agrees with it. In such a case, in addition to payment of at least 30% of the purchase sum or agreed price, the other party shall be obliged to purchase the goods already ordered that are not further manufactured or processed at the time, at payment of cost price. The other party shall be liable towards third parties for the consequences of the cancellation and shall indemnify VB-Airsuspension in this respect.
3. Amounts already paid by the other party shall not be repaid.
Article 17: Applicable law/competent Court
1. To commercial transactions between VB-Airsuspension and another party that has its main office within the European Union, the following arrangement shall apply:
A. To the agreement(s) concluded between VB-Airsuspension and the other party, only Dutch law shall be applicable. The disputes arising form these agreement(s) shall also be brought before a Dutch Court.
B. Any disputes shall be brought before the competent Dutch Court, while, however, VB-Airsuspension shall be entitled to submit the case to the competent Court in the place of residence or business of VB-Airsuspension, unless the Subdistrict Court is competent in this respect.
C. In case the other party is a natural person who does not act in the performance of a profession or business, within one month after VB-Airsuspension notified the other party that the case would be brought before the Court, the other party shall be entitled to advise that it chooses for settlement of the dispute by the legally competent Court.
2. To commercial transactions between VB-Airsuspension and another party that has its main office outside of the European Union, the following arrangement shall apply:
A. To the agreement(s) concluded between VB-Airsuspension and the other party, only the law shall be applicable of the country or the state where the other party has his main place of business and/ or office.
B. Any disputes arising from the agreement(s) shall be settled by the competent Court of the country or state concerned.
C. Contrary to the stipulated in the previous subparagraphs of this paragraph, VB-Airsuspension shall be entitled to submit a dispute to the competent Court in the Netherlands, if and to the extent that it is not possible, on whatever grounds, to settle a dispute in accordance with the stipulated in paragraphs 1 and 2 of this article.