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Terms and conditions

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Terms and Conditions of Sale, Delivery and Services of Vadac B.V. In Deventer. In these general terms, Vadac B.V. Indicated as the contractor and the customer indicated as the principal.

Art.1 General
1.1. All assignments are performed only under the following conditions unless expressly agreed otherwise and by Vadac B.V. Has been confirmed in writing.
1.2. Appointments with staff bind Vadac B.V. Not unless confirmed by her in writing.
1.3. The Client acknowledges the applicability of these Terms and Conditions by the sole fact of giving an assignment to Vadac BV of any kind unless expressly rejected in writing: a single reference by the Client to its own terms or a standard clause on The letterhead or in the client’s own terms of content, the exclusive operation of these terms and conditions is insufficient. 1.4 Where these terms are spoken of in writing, a message per e-mail is provided
E-mail with a so-called reply is acknowledged-herewith equalized.

Art.2 Offer and acceptance
2.1 Our quotes will be released free of charge unless expressly stated otherwise in writing and expire no later than 30 days after the date of issue.
2.2 In the quotation of the contractor mentioned delivery times and other performance of the contractor, the terms are global and only informative; Exceeding this does not entitle the client to compensation and/or dissolution.
2.3 In the case of a composite price quotation, no obligation exists for the contractor to deliver a portion of the goods covered in the offer against a corresponding portion of the specified price, or the offer will automatically be valid for reverse orders

Art.3 Prices
3.1 All prices are expressed in euros unless otherwise agreed and are exclusive of VAT, excluding removal fee and excluding packaging; Which are calculated separately.
3.2 Supplies of goods are only from warehouse unless agreed otherwise in writing. If at the request of the client, the transport by Vadac B.V. Is settled, the freight costs are passed on to the client.
3.3 If, after the agreement is concluded between the client and the contractor, changes occur in cost-determining factors, the contractor is entitled at all times to calculate these changes in the price.

Art.4 Transport
The risk of the business for all direct and indirect damage that may occur on or for business during transport is for the client.

Art.5 Delivery
5.1 Specified delivery times are approximate and are never considered deadly. Exceeding delivery time does not entitle the client to damages and/or dissolution of the relevant agreement.
5.2 If, in the event of a cancellation order, the client has not fully recalled the order within 12 months after the conclusion thereof, the contractor has the right to deliver the remainder of the order without notice.
5.3 The risk to the business is for the client from the moment the client has received the business.

Art.6 Force majeure (non-attributable deficiency)
6.1 The contractor is not bound to comply with any obligation if he is prevented from doing so because of a circumstance that is not due to his fault or due to legal, legal or traffic contexts.
6.2 If, by force majeure or other exceptional circumstances such as but not limited to strike, stagnation in the supply of raw materials and / or semi-finished products and fire, the contractor or its suppliers, the contractor is unable or in a timely manner to fulfill his obligations To comply with the agreement, the contractor has the right to declare the agreement in whole or in part.
6.3 In the event of force majeure, the Client is not entitled to termination of the agreement and/or total compensation.

Art.7 Guarantee
7.1 The contractor shall provide the same warranty that he has received from the factory on the goods he has delivered. Labor costs, car costs, shipping costs and other costs may be charged at all times.
7.2 If the goods delivered are unsuitable at the time of delivery, the customer is entitled to free repair or replacement of those goods only if they are still in the same state as at shipment and after accepted return and in accordance with the applicable return procedure by the contractor. Received back, all the way to the contractor’s choice.

Article 8 Liability for indemnification
8.1 Without prejudice to the warranty terms, the Contractor explicitly excludes any further liability to the Client for any damage whatsoever arising, including all direct and indirect damages, such as consequential loss or business damage, except for liability for damage caused by intent or gross negligence Of the contractor or his employees.
8.2 In so far as there is any liability for the contractor for any reason, this liability shall at all times be limited to the amount of the invoice value with a maximum of € 2,500, –
8.3 Claims arising from the foregoing shall be notified in writing to the Contractor in writing within three months of the date of its creation or, as soon as the Customer has been informed, of the loss of any claim for damages by the Contractor.
8.4 The Client indemnifies the Contractor for all claims of third parties for damage caused by or in connection with the goods delivered by the Contractor.

Art.9 Returns
9.1 Goods delivered by the contractor may only be returned to the contractor after permission and in accordance with the contractor’s applicable return procedure. All costs related to return shipments will be borne by the client.
9.2 Credit for the business in question will only take place if the items in question can not be returned or recovered, returned in the same condition, if delivered by the contractor to the customer, ie in original packaging and in the condition of new, For the opinion of the contractor.

Art.10 Repairs
10.1 Repairs are based on the complaints/defects specified by the client on the return form.
10.2 Upon completion of the repair, the Contractor grants a 6-month warranty on the repair.
This warranty period ends at the time of shipment of the product to the client.
10.3 The warranty expires when the device is opened by the customer or third party after the repair performed by the contractor. In case of damage from outside such as damage to foul and moisture damage, the warranty will expire automatically
10.4 If after three consecutive written notices by mail of the contractor to the client that the product is ready and the principal has failed to pay for a payment for a period of two months, the contractor is authorized to sell the product and owe it to the proceeds to stories. The additional costs for the payment of the due amount are at the expense of the client.
10.5 For devices where research shows that they can no longer be recovered in an economically viable manner, the client will be informed by email. It also gives the choice to receive the defective device return after payment of the research and shipping postage. If these costs are not met within 4 weeks of sending this message, then the contractor will ultimately proceed to remove this device. There are no further costs for the client.
10.6 Defective parts are removed by the contractor. If the client wishes to receive the defective parts return, please indicate this on the return form.

Art.11 Complaints
11.1 The customer must check the delivery of the order with the order or the order upon delivery and upon receipt of the goods within 2 working days. In the event of failure, he must report in writing within eight working days, giving reasons for the contractor.
11.2 In the event of an invisible defect in the case/performance, the client can not rescind if he has not protested in writing with the contractor in writing within eight working days after having discovered or reasonably discovered the shortcoming in the statement of reasons.
11.3 The client must at all times provide the contractor with the opportunity to repair or replace any defects, at the choice of the contractor.
11.4 The client loses all rights and competences if he has not submitted a complaint within the time limit specified above and/or has not given the contractor the opportunity to rectify the defects.
11.5 Complaints never entitle the contractor to rebate and/or settle and/or suspend the payment obligation.

Art.12 Payment
12.1 All payments must be divested within 30 days of the invoice date, preferably by bank transfer or deposit on IBAN NL95INGB0007738425, in the name of the contractor. All payment terms can be considered deadly.
12.2 In the event that the Client does not fulfill one or more payment obligations, not timely or non-compliant, the Client is due to the Client from the due date on the due date of all late payments of 1.5% per month or part of a month, With a part of a month valid as a full month. The client is also liable for extrajudicial collection charges of 15% of the overdue payment.

Article.13 Retention of title
13.1 The Contractor reserves the property of all of the goods delivered to the Client until the purchase price for all of these items is fully met. If the contractor undertakes to repay work under the terms of this sales agreement and for the client’s behalf, the reserved property shall apply until the client has fully complied with this claim.
13.2 As long as the ownership of the delivered goods has not passed on to the client, they may not pledge the property or give any other right to any third party, subject to the provisions of paragraph 6.
13.3 On delivered items which are owned by the client and are still in the hands of the client, the contractor already reserves the right to then pledge rights as referred to in Article 3: 237BW to a multiple collateral of claims other than the Mentioned in Article 3:92 (2) of the Civil Code, which the contractor should have against the client for any reason whatsoever.
13.4 The client is obliged to keep the goods delivered under title reservation with due care and as the recognizable property of the contractor. The client is obliged to insure the property for the duration of the reserved property against fire, explosion and water damage as well as theft and to provide policies for these insurances to the contractor upon initial notice. All claims by the principal to insurers of the business under the said insurance will, as soon as the client knows, so desire by the client to be pledged to the contractor in the manner specified in article 3: 239BW to more certainty of the Claim of the contractor on the client.
13.5 If the client fails to fulfill the obligation to pay to the contractor or the contractor gives good ground to fear that he will fail in those obligations, the contractor is entitled to withdraw the goods delivered under the title. The principal authorizes the contractor to enter the place where the delivered goods are located. After withdrawal, the principal will be credited for the market value, which in no case may exceed the original purchase price, less the costs still incurred.
13.6 The client is authorized to sell and transfer the goods delivered under title reservation in the context of the normal exercise of his business to third parties. In case of sale on credit, the client is obliged to make a reservation to his customers for a reservation of title on the basis of a provision in this article.
13.7 The Client undertakes not to cede or pledge any claims that he obtains on his Client without the prior written consent of the Contractor. The client further undertakes such claims as soon as the contractor wishes to inform the client in the manner specified in Article 3: 239BW until a multiple of the contractor’s claims for any reason against the client. In the event of violation of this article, the client will pay a fine of 10% on the amount owed by him.
13.8 Buyer may agree with a third party that he pays him the purchase price and is subrogated to the seller’s claim, the retention of title will not expire.
13.9 By subrogation as referred to in paragraph 8, the seller delivers the reserved ownership of the goods of which the third has paid the purchase price to a third party. From the time of subrogation, the buyer keeps the described business for the subjugated third party.
13.10 Subrogation in the claim by and transfer of the reserved ownership to a third party as referred to in paragraphs 8 and 9 shall not affect the buyer’s appeal to the seller in case the seller fails to comply with the agreements concluded between them.

Art.14 Dissolution
If the client does not comply with the obligations to the contractor, does not comply timely or not properly, and when he is declared bankrupt, requests for payment of payment, liquidation or sale of his company, and further if all or part Of its goods, the contractor has, in addition to the other rights conferred by law, the right to discontinue any further delivery of the defects, or the agreement for the unpublished part by simple communication without prejudice to the contractor’s rights On full compensation. The same rights apply to the contractor if, after the conclusion of an agreement, there is reasonable doubt about the client’s solvency or creditworthiness and he does not provide sufficient security for the payment.

Art.15 Disputes
All of our agreements are governed by Dutch law. The court in the place of residence of the contractor is exclusively authorized to hear disputes unless the district court is competent. Nevertheless, the contractor has the right to sue her counterparty in accordance with the law competent court.

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