Sales conditions

General Terms and Conditions of Sale and Supply of the private company with limited liability Vapo Techniek B.V., with its registered office in Eindhoven and principal place of business in Eindhoven, Esp 258. (Chamber of Commerce registration number: 63009692)

1. General
   1. Where reference is made in these terms and conditions to "Vapo Techniek BV“ or the word "we“ or "our“, this means the private company with limited liability Vapo Techniek B.V., with its principal place of business in Eindhoven.
   2. The other party to Vapo Techniek in agreements, to which these terms and conditions relate, are referred to as —client“ or as —buyer“.
       
2. Applicability
   1. The following terms and conditions apply to all offers that we make and agreements that we conclude, unless expressly agreed otherwise.
   2. Derogating terms and conditions, including general terms and conditions of the client, are expressly rejected by us, unless stated otherwise in writing.
   3. Verbal agreements and/or promises are only binding for us if these have been confirmed in writing by us to the client.
   4. All our agreements are deemed to have come into effect at our business location, also with regard to the performance as well as the payment. For the performance of these agreements and the consequences thereof the office of Vapo Techniek is expressly and exclusively chosen as address for service.
   5. If one or more of these terms and conditions are null and void, then the other terms and conditions will remain in full force. Furthermore, we are entitled to replace the null and void clause by another clause with the same effect, which however is not threatened with annulment.
       
3. Offers and coming into effect of the agreement; amendments
   1. All our offers are without obligation and can only be considered to be an invitation to the making of a further offer and lapse after 10 days from the date of the offer. All prices stated in the offer/tender/order confirmation are excluding VAT, unless stated otherwise.
   2. An order placed by the buyer is only binding for us after we have confirmed the order in writing without any reservation, either within 14 days from receipt or after we have started with the execution of the order.
   3. If, after acceptance of the order, circumstances occur which influence the cost price, such as changes in wages, exchange rates, import duties, transport costs, fiscal duties, factory prices and suchlike, Vapo Techniek will be entitled to charge these price changes to the buyer. We will always inform the buyer about these price changes. The charging of the price change does not give the buyer the right to terminate the agreement.
   4. If, after the acceptance of the order, changes are notified by the buyer/client and we cannot concur with these changes, or if the order is wholly or in part cancelled, all costs already incurred as well as the amount of the loss of profit and other loss will be charged to the buyer/client; the delivery date will in that case be changed accordingly.
   5. Insofar as Vapo Techniek is dependent for its deliveries on factories and other suppliers for the entire or part of the delivery, and it has to resign itself to the cancellation of its orders by one or more of its suppliers, it is entitled to also cancel the orders provided to it, without being held liable for any compensation.
   6. For the delivery of goods or repairs, for which because of their nature no offer or order confirmation is sent, the delivery note and/or invoice will also be deemed to be the order confirmation, which is also deemed to reflect the agreement correctly and completely.
   7. Images, catalogues, prospectuses, measurements, weights and other data provided by us are not binding.
       
4.  Delivery
   1. The statement of delivery date takes place by approximation. Delivery dates stated will never be considered to be final deadlines, unless expressly agreed otherwise. The buyer has no right to any compensation in case of possible exceeding of the delivery date stated. The buyer cannot cancel the order or refuse the receipt and/or payment for the items due to exceeding of the delivery date.
   2. Vapo Techniek is entitled to make partial deliveries and invoice separately for each partial delivery. Vapo Techniek may engage third parties for the execution of the order, if it deems this required.
   3. If the goods bought are offered by or on behalf of us for delivery, but are not promptly accepted, then the delivery will apply as completed, unless we omit to set apart the goods bought with clear destination to the buyer. The same applies if the goods bought pursuant to instructions of the buyer are temporarily placed elsewhere instead of the definitive place of installing.
   4. When carriage paid delivery has been agreed, unless expressly agreed otherwise, this means that the normal costs of transport to the place of delivery are exclusively included in the price. Therefore normal costs of delivery does not include costs such as, for example, those resulting from adverse weather conditions, traffic restrictions etc., after the arrival before the parcel in which the goods sold must be installed, costs such as, for example, hoisting, temporary unpacking etc.
   5. Vapo Techniek is entitled to determine the means of transport and the transport route.
   6. The goods sold are on the count and risk of the buyer from the time that it is clearly destined for him, irrespective if that destination takes place by Vapo Techniek in its company or similar place of storage or at the leaving thereof, or by the manufacturer, from whom Vapo Techniek has ordered the items, in its company or at the leaving thereof, or the destination appears from circumstances.
   7. The destination of a particular item for a particular buyer forms part of the free company policy of Vapo Techniek; the latter is in this respect under no circumstances liable.
   8. AUe transport of items from our company to the buyer are insured by us.
   9. If for whatsoever reason the buyer is not able to take receipt of the goods at the agreed point in time, and these are ready for dispatch, we will on the request of the buyer, if our storage facilities permit, keep, secure and take all necessary measures to prevent the lessening of quality to the goods until they have been delivered to the buyer. In that event the buyer will be obliged to pay us the storage costs in accordance with our usual rate and, in the absence thereof, in accordance with the usual rate in the sector, from the point in time that the goods are ready for dispatch, or if that is a later point in time, from the delivery date agreed in the purchase agreement.
       
5. Force majeure
   1. Force majeure will include inter alia: loss due to business interruption, fire, flood, industrial action, accidents, commotions, riot, war, blockades, shortages of labourers, fuel, raw materials or auxiliary materials, transport problems, regulations issued and imposed by civil or military authorities, or every circumstance, whatsoever, through which it is not reasonably possible for us to deliver in a normal manner.
   2. If we are prevented by force majeure from delivering, we will have the right to extend the delivery date by the duration of the force majeure, or to cancel the order insofar as this has not yet been executed. We will inform the buyer in writing of the commencement of the force majeure.
   3. If the force majeure has lasted longer than three months, to be calculated from our notification in writing, both parties will be entitled to consider the agreement to be terminated. Neither in the event of force majeure, nor in the event of termination will the buyer have any claim to compensation.
   4. Vapo Techniek is not liable for the direct or indirect loss or damage suffered by the buyer or third parties, in connection to, or ensuing from, failure to fulfil in time or not properly by us, of any of our obligations ensuing from this agreement when this is the result of force majeure, while the failure to fulfil in time or not properly by us in such circumstances does not give the buyer the right to cancel the order wholly or in part.
       
6.  Liability
   1. We exclude all liability for damage, including consequential loss, caused by and/or at the assembling, use, delivery or repair of the items delivered by us.
   2. We are, in the event of an attributable failure in the performance of the agreement including transport, not liable for damage on the part of the buyer, except if the damage is attributable to intention or gross negligence. The burden of proof with regard to the existence of intention or gross negligence rests on the buyer.
   3. Unless a mandatory statutory provision dictates otherwise, and without prejudice to the provisions of the previous subsection of this article, our liability pursuant to the agreement with the buyer is expressly limited to the level of any insurance payment or, if no insurance payment can be obtained, up to the net invoice amount of the goods concerned.
       
7. Payment terms
   1. The buyer/client is obliged to pay the prices stated in the invoice, including VAT, without reduction or deduction, at our office or by transfer to a bank account to be designated by us, within 30 days from the invoice date, unless agreed otherwise. Our prices are calculated in conformity with delivery from our workshop.
   2. The payment made by the buyer/client always firstly applied to payment of all costs and interest owed and thereupon to payment of due and payable invoices that have been outstanding the longest, even if the buyer would state that the payment relates to a later invoice. If Vapo Techniek requires this, the client is at all times obliged to pay the agreed price wholly or in part in advance.
   3. In the event that the buyer/client fails to pay in time or fails to fulfil the obligation(s) pursuant to this agreement, Vapo Techniek is entitled to either suspend further deliveries, or to cancel the order or a part thereof, without prejudice to the right of Vapo Techniek to require full payment at all times of the vehicles/materials already delivered at the time of this cancellation and without prejudice to its right to compensation of the damage suffered as a result of this cancellation.
   4. In case of exceeding of the payment term the buyer will be in default by operation of law by a single exceeding of this term, without the requirement of any notice of default. Furthermore, in the event of no payment in time, commencing on the due date interest of 1.25% per month - a part of a month calculated as an entire month - will be owed over the principal sum or the part thereof not yet paid, without prejudice to the right of Vapo Techniek to compensation of further damage.
   5. Collection charges judicially or extra judicially that we will have to incur to achieve collection of our claim against buyer will be charged to the buyer. Extrajudicial collection charges will be owed by the buyer as soon as we refer the claim for any amount for collection by third parties. These extrajudicial collection charges will always amount to at least 15% of the amount claimed with a minimum of € 175.--,without prejudice to the right to charge a higher amount with regard to extrajudicial charges if the actual extrajudicial charges appear to be higher.
   6. We have at all times the right to require further sureties from the buyer for the payment of our claims against the buyer. If, within 10 days from a request thereto, the buyer does not proceed to the provision of further sureties, Vapo Techniek is entitled to suspend the further fulfilment of its obligations under the agreement, if a reasonable suspicion exists, that the buyer/client is not able to fulfil his payment obligation toward Vapo Techniek.
   7. g. Except for proof to the contrary, the data contained in our administration is decisive with regard to the agreement.
       
8. Retention of title
    
   1. The goods sold remain the property of Vapo Techniek until, and will transfer only to the buyer on the day on which all purchase prices, interest, costs and compensation with regard to the purchase agreement and the goods bought will have been paid for. If Vapo Techniek nevertheless concludes prior to the stated point in time a new agreement with the buyer, then it will be stipulated thereby that the ownership of items delivered in advance remains Vapo Techniek‘s for further surety of the new debt, until this new debt has also been fully discharged. Until the day referred to, all other items delivered by Vapo Techniek to the buyer will remain the property of Vapo Techniek.
   2. The buyer is obliged to insure the goods bought during the period from the moment that the goods sold are available to the buyer until the time when the ownership thereof has been acquired by him. Until the time that the buyer has acquired ownership he undertakes to assign to Vapo Techniek all rights which ensue from the insurance policies, referred to in this article, insurance proceeds and/or other payment of claims or claims against third parties.
   3. All risks of wholly or partial damage, destruction or loss, through whatsoever cause, of the items resting under the buyer‘s care, on which our retention of title rests, are entirely on the account of the buyer.
       
9. Guarantee
   1. We guarantee the quality of the product, in that sense that the product fulfils the specifications set by the manufacturer. Small deviations in quality, measurement and suchlike do not give the buyer the right to any claim against us in this respect. No liability is accepted for hidden defects of the goods sold.
   2. The contents and the duration of the guarantee as stated on the guarantee-certificate issued by the manufacturer apply to all items delivered by us, unless expressly agreed otherwise. Items eligible for guarantee must, after our permission, be sent carriage paid to us and they will be dispatched again by us carriage free. The correctness of guarantee claims is at our discretion.
   3. The guarantee does not apply if the defect, in our opinion, is the result of improper use, normal wear and tear or took place after delivery through an event or accident, nor if the buyer or third parties have carried out any adaption to the delivered device.
   4. Without prejudice to the provisions of article 6, the guarantee applies exclusively to the repair or the replacement of the goods delivered.
   5. No claims against us can be made on the basis of advice, instructions, procedures and other documents, unless the reliability thereof has expressly and in writing be guaranteed by us and also if the buyer has acted in conformity with these instructions.
       
10. Complaints
    1. Complaints with regard to visible defects and deviations must be reported immediately after delivery. Reporting by telephone must, within 2 days by registered letter, be confirmed to us, at the expiry of that period all liability of Vapo Techniek on that basis will be extinguished.
    2. Complaints with regard to invisible defects of the goods delivered must be reported to us within 8 days from discovery in the manner described in article 9 under b.
    3. Unless agreed otherwise, the payment obligation of the buyer, in the circumstances as described in article 9 under a and b, is not suspended.
    4. The complaint must take note, in order for us to get a picture as clear as possible, including a description as precise as possible, of the nature and basis of the complaint. The buyer must at all times give us the opportunity to inspect the correctness of the complaints. Items about which the buyer complains may not be returned to us until permission in writing from us has been received.
    5. If the complaint is well-founded, we undertake exclusively to the delivery of the goods at a later date. Replaced items will become our property again. The buyer is not entitled to setoff paid amounts against any invoice still outstanding.
    6. If the complaint appears not to be well-founded, all costs which Vapo Techniek has had to incur for transport, assessment, storage and suchlike, can be charged on to the buyer/client, while Vapo Techniek has the right to retain the items, until the buyer has paid the purchase price and all costs.
        
11. Applicable law
    1. The law of the Netherlands exclusively governs all our agreements and legal acts connected therewith, such as offers, deliveries and suchlike.
    2. For transactions with a buyer established abroad, the applicability of the Uniform Laws and the Vienna Sales Convention is therefore excluded.
        
12.  Disputes
    All disputes between us and buyer will be resolved, with the exclusion of all other authorities, by the competent court of the principal establishment of Vapo Techniek, without prejudice to our right to apply to the competent court of the place where the buyer is established.
     
13. Commencementdateofcomingintoeffect
    These terms and conditions are filed with the Chamber of Commerce in Eindhoven and come into effect with the commencement of the date of filing
     

Eindhoven, March 2005, Vapo Techniek B.V, RE. Peter Bogte, director.