General Terms and Conditions

of Vadac B.V., located and operating at 7418 AH Deventer, Zutphenseweg 31 C9.
Hereinafter, the user of these general terms and conditions will be referred to as "Vadac", and its contracting party will be referred to as "the counterparty."

Article 1 Applicability of General Terms and Conditions

1.1

These general terms and conditions apply to both the offer and its acceptance, and to every agreement concluded between Vadac and its counterparty, and the execution thereof.

1.2

These general terms and conditions shall prevail at all times. The applicability of any general terms and conditions of the counterparty is expressly rejected, even if those general terms and conditions contain a similar provision as these.

1.3

The client is deemed to accept the applicability of these general terms and conditions with respect to future agreements with Vadac.

1.4

Deviations from these general terms and conditions are only valid insofar as they are expressly and in writing accepted by Vadac and apply only to the agreement to which they relate.

Article 2 Formation of Agreements

2.1

Every offer from Vadac is entirely without obligation unless expressly stated otherwise in writing and expires no later than thirty days after the date of issue.

2.2

If a response to an offer deviates only on minor points, this response counts as acceptance, and the agreement is concluded in accordance with this acceptance unless Vadac objects to the differences within two weeks.

2.3

With respect to the counterparty, Vadac's written offer or, if no written offer was made, Vadac's written order confirmation serves as full proof of the contents of the agreement, unless the counterparty provides evidence to the contrary.

2.4

Oral promises and agreements with subordinates of Vadac do not bind Vadac unless confirmed in writing.

2.5

Orders from the counterparty are considered irrevocable as long as they have not been rejected in writing by Vadac. Vadac is only bound to execute an order after accepting it in writing or by commencing its execution.

2.6

Prices and quotations found in Vadac's price lists, order forms, emails, or elsewhere are always exclusive of VAT. Any price increases charged by (sub)suppliers of Vadac may be passed on to the counterparty.

Article 3 Execution of Agreements

3.1

Vadac will execute the agreements concluded with the counterparty to the best of its knowledge and ability and in accordance with the requirements of good workmanship. If the assignment involves providing advice, there will never be a specific result guaranteed by Vadac.

3.2

If and insofar as proper execution of the agreement requires, Vadac has the right to have certain activities performed by third parties. These activities will be charged separately to the counterparty by Vadac.

Article 4 Deadlines

4.1

If a deadline has been agreed within the term of the agreement for the delivery of certain goods or the completion of certain work, this is not a strict deadline unless Vadac has explicitly stated so in writing. If the delivery or execution deadline is exceeded, the counterparty is obliged to give Vadac a reasonable period for delivery or execution of the order. During this period, there is no default by Vadac, and the counterparty cannot invoke the dissolution of the agreement.

4.2

If Vadac has guaranteed a delivery or execution deadline, this delivery or execution deadline is extended by the time that delivery or execution cannot take place due to force majeure, interim order changes, and/or the failure to provide information necessary for the execution of the order by the counterparty and/or third parties, without prejudice to Vadac's right to dissolve the agreement.

4.3

As long as the counterparty does not fulfill an agreed obligation, Vadac has the right to suspend any agreed delivery or execution deadline, as referred to in Article 6:52 of the Dutch Civil Code. This right of suspension also applies if the counterparty has exceeded one or more payment terms for previous orders.

4.4

All costs of shipping goods ordered by the counterparty to the address provided by the counterparty are borne by the counterparty unless Vadac has explicitly stated otherwise in writing. Vadac determines which carrier will be engaged for the transportation.

Article 5 Retention of Title

5.1

Goods delivered by Vadac to the counterparty remain the property of Vadac until the moment they are fully paid, including any interest and costs.

5.2

The counterparty is not authorized to alienate or encumber the goods referred to before payment has been fully made, unless Vadac has been informed and has agreed in writing.

5.3

The counterparty is obliged to inform the party(ies) to whom the goods delivered by Vadac are given, whether as security or not, of this retention of title provision.

Article 6 Storage

6.1

If the counterparty is unable to accept the goods purchased from Vadac at the agreed time and place for any reason, Vadac will store, secure, and take all reasonable measures to prevent deterioration in quality, provided Vadac's storage capabilities allow it, until the goods are delivered to the counterparty, with the understanding that Vadac is never obliged to hold the goods longer than one month.

6.2

If Vadac has stored the goods referred to for more than one month as described above, it is authorized to sell the goods to a third party. The counterparty is then obliged to pay Vadac the difference between the price paid by the third party and the agreed purchase price between Vadac and the counterparty if the price paid by the third party is lower.

6.3

If storage as described above takes place, the counterparty is obliged to reimburse Vadac for the storage costs from the moment the goods are ready for shipment or from the date of delivery stated in the agreement with the counterparty.

6.4

If damage occurs during the storage period of the goods purchased by the counterparty from Vadac, Vadac is not liable for this, except in cases of intent or gross negligence.

6.5

If during the period in which the counterparty does not accept or cannot accept the goods purchased from Vadac, a circumstance occurs on Vadac's side that makes the fulfillment of Vadac's obligations towards the counterparty completely or partially impossible, Vadac is not liable for any damage suffered or to be suffered by the counterparty, except in cases of intent or gross negligence.

Article 7 Payment

7.1

Payment of invoices sent by Vadac to the counterparty must be made within thirty days of the invoice date.

7.2

Vadac is always entitled to require advance payment or security for the fulfillment of the obligations of the counterparty. Vadac is only obliged to fulfill its obligations after the counterparty has fulfilled its obligations regarding advance payment or security.

7.3

In case of late payment or if the counterparty applies for a moratorium, is subject to seizure, is declared bankrupt, or its business is partially or fully liquidated or transferred, the counterparty is in default without further notice. During the default, the counterparty owes Vadac statutory interest.

7.4

The actual legal costs incurred by Vadac and the extrajudicial costs to enforce the fulfillment by the counterparty are borne by the latter, with extrajudicial collection costs being calculated based on the collection rate of the Dutch Bar Association.

7.5

Payments made by the counterparty are always used to settle, first of all, all due interest and costs, and secondly, the oldest outstanding invoices, even if the counterparty states that the payment relates to a later invoice.

Article 8 Repair and Installation

8.1

If Vadac agrees with the counterparty that it will perform repair and/or installation work for the latter, this work will be carried out as much as possible within the agreed period.

8.2

The period within which the repair and/or installation work must be performed by Vadac is extended by the time that repair and/or installation cannot take place due to force majeure, interim order changes, and/or the failure to provide information necessary for the execution of the work by the counterparty and/or third parties.

8.3

Repairs are based on the complaints/defects described on the return form by the counterparty.

8.4

Vadac grants a six-month warranty on the repair after completion. This warranty period starts from the moment of shipment or delivery of the product to the counterparty.

8.5

The warranty expires if the product is opened by the counterparty or a third party after the repair performed by Vadac. In case of external damage, such as drop damage and water damage, the warranty automatically expires.

8.6

If after three consecutive written notifications by email from Vadac to the counterparty that the product is ready and the counterparty has failed to pay for a period of two months, Vadac is authorized to sell the product and recover the amount owed from the proceeds. The extra costs incurred to recover the amount owed are borne by the counterparty.

8.7

For products that are found to be economically unfeasible to repair after investigation, the counterparty will be informed by email. The option will be given to receive the defective product back after paying the investigation and shipping costs. If these costs are not paid within four weeks after sending the mentioned email, Vadac will eventually dispose of the product. There are no further costs for the counterparty.

8.8

Defective parts will be disposed of by Vadac. If the counterparty wishes to receive the defective parts back, this must be indicated on the return form.

Article 9 Force Majeure

9.1

Force majeure includes any circumstance beyond Vadac's control that prevents the performance of the agreement, including but not limited to fire, floods, strikes, company closures, import and export restrictions, operational disruptions, delayed or incorrect delivery by suppliers, and (temporary) disruption of any data traffic.

9.2

During force majeure, the delivery and other obligations of Vadac are suspended. If the period in which fulfillment of obligations by Vadac is not possible due to force majeure lasts longer than two months, both parties are entitled to dissolve the agreement without judicial intervention, without any obligation for Vadac to pay compensation.

Article 10 Default, Dissolution

The counterparty is in default without the need for a notice of default as soon as he/she fails to properly or timely fulfill any obligation arising from an agreement with Vadac. In such a case, as well as in the event of bankruptcy, suspension of payments, seizure, cessation, liquidation, or (partial) transfer of the counterparty’s business, Vadac has the right to dissolve the agreement in whole or in part or to demand performance in whole or in part, without prejudice to Vadac's right to claim compensation for all damages suffered by her.

Article 11 Right of Suspension, Right of Retention

11.1

If the counterparty fails to properly fulfill one or more of its obligations under an agreement with Vadac, Vadac is entitled to immediately suspend the performance of its obligations until the counterparty has properly fulfilled its obligations or has provided security as determined by Vadac for the fulfillment of its obligations under the aforementioned agreement. The counterparty is obliged to compensate Vadac for all damages suffered or to be suffered by Vadac as a result of the failure to properly fulfill the aforementioned obligations. Vadac is also entitled to suspend performance in the aforementioned manner if and as soon as it has serious doubts about the liquidity of the counterparty.

11.2

Vadac is entitled to retain goods, funds, and documents – in the broadest sense of the word – at the expense and risk of the counterparty until Vadac’s claims are satisfied by the counterparty.

Article 12 Risk

12.1

The risk of goods purchased by the counterparty from Vadac passes to the counterparty upon delivery.

12.2

Notwithstanding the provisions of 12.1, the risk of the mentioned goods immediately passes to the counterparty, regardless of whether delivery has taken place, if and as soon as delivery at the agreed time is not possible due to a circumstance attributable to the counterparty, or if and as soon as Vadac invokes its right of suspension.

Article 13 Liability

13.1

Vadac is not liable for damages suffered by the counterparty as a result of attributable failure to fulfill its obligations by Vadac or as a result of unlawful acts by Vadac, except in cases of intent or gross negligence by Vadac or its managerial subordinates.

13.2

To the extent that Vadac may be liable for damages as described above, its liability is limited to the amount of the relevant transaction. If the obligation to compensate is unreasonably low in relation to the damage suffered by the counterparty and there is no obligation for the counterparty to insure against such damage, Vadac's liability is limited to a maximum of 125% of the amount of the relevant transaction.

13.3

Vadac is not considered a producer regarding the goods sold to the counterparty. If there is a defect in the goods sold and delivered by Vadac, Vadac will endeavor within a reasonable period to disclose the identity of the producer or the party from whom Vadac obtained the goods.

13.4

The counterparty cannot claim damages from Vadac for defective goods delivered by Vadac if the producer is not liable under Article 6:185 of the Dutch Civil Code. Vadac is not liable for such damages.

Article 14 Right of Reclamation

With regard to invoking the right of reclamation as referred to in Article 7:39 of the Dutch Civil Code, the counterparty is deemed to be in default by operation of law if and as soon as he/she fails to properly or timely fulfill any obligation under an agreement with Vadac, without the need for a prior notice of default or summons.

Article 15 Returns

15.1

If the counterparty believes that goods delivered by Vadac are eligible for return, he/she must complain in writing to Vadac within eight days of delivery.

15.2

Returns are only accepted by Vadac after prior written permission from Vadac. All costs related to returns are borne by the counterparty.

15.3

Credit for the relevant goods will only be given if the goods cannot be redelivered or repaired.

15.4

Only if goods delivered by Vadac to the counterparty are returned in accordance with the provisions of 15.1 and 15.2 and meet the requirements of 15.3, will the returned goods be credited by Vadac, provided they are undamaged and not more than two months have elapsed between delivery and return receipt.

Article 16 Warranty

16.1

Vadac provides the same warranty on the delivered goods as received from the factory. Labor costs, travel expenses, shipping costs, and other costs can always be charged.

16.2

If the delivered goods are defective at the time of delivery, the counterparty is only entitled to free repair or replacement of those goods, provided they are in the same condition as at the time of shipment and have been returned to Vadac in accordance with the accepted return notification and the applicable return procedure, at Vadac's discretion.

Article 17 Complaints

17.1

The counterparty must inspect the goods upon delivery and receipt within two working days to check if the delivery corresponds with the order. If not, the counterparty must notify Vadac in writing within eight working days, stating reasons.

17.2

The counterparty cannot rely on a non-visible defect in the goods if he does not protest in writing to Vadac within eight working days after discovering or reasonably should have discovered the defect, stating reasons.

17.3

The counterparty must always give Vadac the opportunity to remedy or replace any defect, at Vadac's discretion.

17.4

The counterparty loses all rights and authorities if he does not file a complaint within the aforementioned period and/or does not give Vadac the opportunity to remedy the defects.

17.5

Complaints never entitle the counterparty to a discount and/or set-off and/or suspension of the payment obligation.

Article 18 Applicable Law

All agreements concluded between Vadac and the counterparty and the execution thereof are exclusively governed by Dutch law. Disputes will exclusively be submitted to the competent court in Zwolle.

Article 19 Filing

These terms were established in March 2022 and filed on March 24, 2022.