General conditions

Article 1 Applicability
1.1 These General Terms and Conditions apply to all quotations, requests and offers, as well as to all agreements for the delivery of goods and/or services (hereinafter: "Agreement") by the private company with limited liability Remalux B.V., with its registered office and principal place of business in Purmerend in the Netherlands, as well as by the companies affiliated to Remalux B.V., hereinafter jointly referred to as "Remalux". Stipulations deviating from these General Terms and Conditions are only valid if they have been explicitly approved by Remalux in writing.
1.2 The applicability of general and/or other (purchase) terms and conditions of the other party to Remalux, hereinafter referred to as " the Buyer", is expressly rejected by Remalux, unless those terms and conditions, or part thereof, have been expressly accepted by Remalux in writing.
1.3 The Buyer with whom Remalux has once concluded an agreement under these General Terms and Conditions accepts the applicability of these General Terms and Conditions to all subsequent agreements.
1.4 Remalux is entitled to amend these General Terms and Conditions unilaterally. Remalux will always inform the Buyer of this in good time.
1.5 Deviating stipulations from these General Terms and Conditions can only be invoked by the Buyer if these deviating stipulations have been explicitly accepted by Remalux in writing in a separate agreement. In the event of a conflict between a separate agreement and these General Terms and Conditions, the provisions of the separate agreement or Agreement take precedence over the articles of the General Terms and Conditions.
1.6 The nullity or annulment of one or more provisions of the Agreement or of these General Terms and Conditions shall not affect the validity of the remaining provisions. Remalux and the Buyer will consult with each other in order to replace, as the case may be, null and void or nullified provisions of these General Terms and Conditions with provisions that correspond as much as possible with the purpose and purport of the null and void or nullified provisions.

Article 2 Formation
2.1 Remalux's submission of an offer is without obligation and does not bind it to deliver the relevant goods and/or services to the Buyer. Unless stated otherwise in the offer, it is valid for no longer than 14 (fourteen) days.
2.2 Offers or quotations do not automatically apply to repeat orders.
2.3 An Agreement between Remalux and the Buyer is only concluded after Remalux has confirmed an order in writing to the Buyer or after Remalux has started the actual execution of the order within four weeks after the order was placed. Agreements entered into with the intervention of commercial agents, commercial travellers and/or other persons only bind Remalux after these Agreements have been confirmed by Remalux in writing, or after Remalux has actually commenced their execution.
2.4 Changes relating to the Agreement shall only be effective if they have been agreed in writing between Remalux and the Buyer.
Article 3 Delivery, retention of title and risk
3.1 The specification of the delivery period is always approximate and is not a strict deadline, unless explicitly agreed otherwise in writing. Remalux will make a reasonable effort to realise the delivery of the goods and/or services on the approximate delivery date. Remalux will inform the Buyer if and as soon as it has indications that the approximate delivery date will not be met. If possible, Remalux will give an indication of the new delivery date.
3.2 Unless explicitly agreed otherwise in writing, the warehouses of Remalux (in Purmerend) are the place of delivery.
3.3 The goods delivered by Remalux remain the property of Remalux until the Buyer has fulfilled all of the following obligations under any Agreement concluded with Remalux:
* the compensation for the delivered or to be delivered goods and/or services themselves;
* Remalux still fulfilling a claim against the Buyer on account of the Buyer's failure to comply or to comply in full with any Agreement concluded with Remalux.
3.4 The liability and risk for the goods and/or services to be delivered by Remalux are transferred to the Buyer at the time of delivery of those goods to the Buyer.

Article 4 Duty to provide information
4.1 At Remalux's first request, the Buyer is obliged to inform Remalux of all information relevant to the Agreement, such as, but not limited to, the correct VAT identification number and the name under which the Buyer is registered with the relevant tax authorities.

Article 5 Prices
5.1 Unless stated otherwise, the prices charged are based on the purchase prices, wages, labour costs, social and government charges, freight costs, insurance premiums and other costs applicable at the time of the offer or the order date respectively. All prices stated are exclusive of any turnover tax due.
5.2 In the event of an increase in one or more cost price factors, Remalux is entitled to increase the order prices accordingly, all this with due observance of existing statutory regulations, on the understanding, however, that the already known future price increases must be stated at the time the agreement is concluded.

Article 6 Security
6.1 Remalux has the right to demand sufficient security from the Buyer for the fulfilment of any payment obligation, including the payment of advances from the Buyer, before it delivers or continues with further delivery or continues to fulfil any other obligation under the Agreement.
6.2 In the event of reasonable doubt on the part of Remalux regarding the Buyer's payment capacity, Remalux has the right to postpone the delivery.

Article 7 Complaints
7.1 The Buyer is obliged to inspect the goods delivered by Remalux (or have them inspected) upon delivery or as soon as possible (and at the latest within 24 hours thereafter). In doing so, the Buyer must check whether the delivered goods comply with the Agreement, that is to say:
* whether the delivered goods and/or services correspond in terms of quantity (e.g. number and amount) with what has been agreed;
* whether the delivered goods and/or services comply with the agreed quality requirements or, if they have not been specifically agreed, with the requirements that may be set for normal use and/or normal purposes.
7.2 If defects are found, the Buyer must report this to Remalux in writing within 8 (eight) working days after delivery of the goods and/or services.
7.3 If the defects or complaints reported by the Buyer on the basis of Article 7.2 are recognised by Remalux as justified, at Remalux's discretion, Remalux may choose to repair the defect or to refund the net invoice amount.
7.4 Complaints regarding invoices must be reported by the Buyer to Remalux in writing within 8 (eight) days after the invoice date of the invoices.
7.5 Submitting a complaint does not relieve the Buyer of all its obligations under the Agreement with Remalux.

Article 8 Guarantee
8.1 Remalux only guarantees that the goods it delivers have the properties required for normal use thereof, as well as the properties required for any special use in the event that this special use is expressly stated in the Agreement with Remalux.
8.2 The guarantee as stipulated in article 8.1 does not apply if: the goods to which that guarantee relates:
a. not in accordance with their order or used inexpertly and/or
b. instructions for use have not been observed and/or
c. incompetent repairs have been carried out and/or
d. changes have been made and/or (serial) numbers or stamps have been damaged or removed.
8.3 If the guarantee is provided by Remalux, the guarantee period is equal to the number of months that the manufacturer or the supplier of Remalux has provided the guarantee, unless explicitly agreed otherwise in writing, but never more than the statutory guarantee period.
8.4 If the guarantee provided by Remalux relates to goods and/or services located outside the Netherlands, Remalux is only liable for the costs of repair or replacement up to a maximum of the amount that these costs would have been if they had been carried out in the Netherlands.
8.5 If the Buyer invokes a guarantee for certain goods delivered by Remalux, these can only be returned to Remalux by the Buyer after prior written permission from Remalux.
8.6 If goods are returned with due observance of Article 8.5, they must be accompanied by the original invoice issued by Remalux to the Buyer together with any accompanying, fully worked out guarantee certificate and a clear description of the complaint.
Article 9 Liability
9.1 Non-delivery, late delivery and/or faulty delivery as well as the improper functioning of the delivered goods and/or services do not entitle the Buyer to compensation and/or dissolution, insofar as there is a question of force majeure on the part of Remalux.
9.2 Without prejudice to its other rights, if Remalux is prevented by force majeure from performing or executing the Agreement on time, it has the right to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part, at Remalux's discretion, without Remalux being held liable for any compensation or otherwise.
9.3 Force majeure on the part of Remalux includes the case where Remalux, after the conclusion of the Agreement, is prevented from fulfilling its obligations under this Agreement as a result of: war, threat of war, civil war, riots, molestation, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defects to machinery, disruption in the supply of energy, all this both in the operation of Remalux and from third parties from whom the seller has to purchase all or part of the required materials or raw materials, as well as in storage or during transport, whether or not under its own management, and furthermore, all causes or circumstances that cannot be attributed to Remalux arise out of Remalux's own fault or risk sphere.
9.4 All liability of Remalux for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption, is completely excluded.
9.5 The total liability of Remalux on account of an attributable failure to fulfil an agreement with the Buyer is limited to compensation for direct damage up to the amount Remalux has insured itself for, or at any rate up to a maximum amount of EUR 5,000 (five thousand euros).
9.6 Remalux's liability due to an attributable shortcoming in the performance of an Agreement only arises if the Buyer immediately and in writing gives Remalux notice of default, including a reasonable period within which Remalux can rectify the shortcoming and Remalux has not rectified the shortcoming in the performance after expiry of this reasonable period. In order to avoid any ambiguities, the Buyer must include in the notice of default as detailed a description as possible of the shortcoming in the fulfilment of the obligations.
9.7 The Buyer indemnifies Remalux against all claims of third parties with regard to the goods delivered by Remalux, with the exception of claims and claims of third parties against the Buyer on the basis of any older intellectual property rights and/or claims and claims that cannot be excluded from the Buyer on the basis of mandatory legal regulations.
9.8 Remalux undertakes towards the Buyer to, in the event that it is established in court that the goods and/or services delivered by Remalux infringe the Intellectual Property Rights of a third party, indemnify the Buyer by compensating all direct damage that the Buyer or its customers may suffer as a result thereof. This indemnification only applies if the Buyer immediately notifies Remalux in writing of any claim (IP claim) of a third party and Remalux is given the opportunity to deal with this claim or claim independently, or, after prior approval by Remalux, Buyer follows all Remalux's instructions and guidelines on how to deal with this claim.

Article 10 Dissolution
10.1 Remalux is entitled, without prejudice to its rights to compensation of costs, damage and/or interest, to dissolve the Agreement in whole or in part, without notice of default or judicial intervention being required, with immediate effect when:
a petition for the bankruptcy of Buyer has been filed or that Buyer is declared bankrupt;
b. Buyer has filed a petition for suspension of payments or this petition has been granted;
c. a petition for the declaration of applicability of the Natural Persons Debt Rescheduling Act has been filed or this petition has been granted;
d. Buyer dies or is placed under guardianship;
e. Buyer is not entitled to any compensation for damage suffered by third parties as a result of a breach of the Act. The Buyer shall strike, liquidate or transfer its business, or modify the objectives of its business;
f. the Buyer's assets, in whole or in part, shall be seized;
g. the Buyer fails to fulfil any obligation under an Agreement or under the law;
h. the Buyer fails to pay an invoice amount or part of an invoice amount within the time limit set for that purpose.
Article 11 Termination
11.1 Remalux is entitled to terminate an Agreement for an indefinite period of time by registered letter with due observance of a notice period of 2 (two) months.
11.2 Remalux is entitled to terminate an Agreement for a definite period of time prematurely by registered letter with due observance of a notice period of 1 (one) month.

Article 12 Suspension of right
12.1 If and as long as the Buyer does not, not properly or not timely comply with any obligation arising for it from the Agreement concluded with Remalux or any related agreement, Remalux has the right to suspend the fulfilment of its obligations under an Agreement.
12.2 The Buyer is not entitled to suspend the fulfilment of its obligations under an Agreement.

Article 13 Payment
13.1 Unless otherwise agreed, payment by the Buyer, either in cash upon delivery or by means of deposit or transfer to a bank account designated by Remalux, such at Remalux's discretion, must be made within 30 (thirty) days of the invoice date, without any right to any discount or compensation.
13.2 Remalux is at all times entitled to make use of its right of set-off.

Article 14 Interest and costs
14.1 If payment has not been made within the period referred to in Article 13, the Buyer is in default and Remalux is entitled to charge the Buyer interest of 2% (two percent) on the amount due and payable, in addition to the applicable statutory commercial interest.
14.2 All judicial and extrajudicial costs incurred are for the account of the Buyer. The extrajudicial collection costs amount to at least 15% (fifteen per cent), for foreign countries 20% (twenty per cent), of the principal sum owed by the Buyer, with a minimum of EUR 250 (two hundred and fifty euros).

Article 15 Cancellation
15.1 If an order accepted by Remalux is cancelled by the Buyer, Remalux is entitled, provided that it accepts the cancellation, to charge a fixed compensation of 30% (thirty per cent) of the invoice amount, plus any costs, as invoiced to Remalux by suppliers.

Article 16 Evidence
16.1 To determine the scope of the Buyer's payment obligations, Remalux's administrative data are decisive, except for evidence to the contrary to be provided by the Buyer according to objective standards.
16.2 Between Remalux and the Buyer, the quantities, measures and weights stated on the invoice or consignment note are considered correct, unless the Buyer provides proof to the contrary in accordance with objective standards.

Article 17 Applicable law and disputes
17.1 Unless expressly agreed otherwise, all offers, transactions, orders and agreements concluded by Remalux with the Buyer are governed exclusively by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded and does not apply to the Agreements between Remalux and the Buyer.
17.2 All disputes relating to and/or arising from these General Terms and Conditions and/or Agreements to which these General Terms and Conditions apply will generally be settled by the competent court in 's-Hertogenbosch (the Netherlands (NL)). Contrary to the above, Remalux reserves the right to submit any disputes to the applicable court in the place where the Buyer has its registered office.

Article 18 Other provisions
18.1 These General Terms and Conditions are also available in translated versions. In the event of ambiguities or discrepancies, the Dutch translation shall take precedence over other translations.