Terms of delivery Xtoria b.v.

General Terms and Conditions of Sale Article 1 General

In this section of the general conditions of sale are general data.

1.1 These general conditions apply to all offers, written quotations, offers, work in the broadest sense of the word of Xtoria as well as to all (additional) agreements, including those assignments and/or agreements related to and/or resulting from agreements, between (Contractor) and a client.

1.2 In these general conditions the client is understood to mean any natural or legal person who has concluded or wishes to conclude an agreement with Xtoria regardless of the form in which the agreement was entered into and, except for these, their legal successors.

1.3 In these general conditions written means by mail.

1.4 Additional and/or deviating conditions – including also purchase conditions – of the client do not form part of the agreement between Xtoria and the client, are explicitly rejected and therefore do not bind the contractor, unless the contractor accepts the conditions of the client in full or in part and in writing.

1.5 Deviations from the general conditions are only binding if and insofar as this has been expressly agreed in writing and only for the offers, quotations, activities and (additional) agreements to which they apply. Such written agreements shall then prevail over what is stated in these general terms and conditions with respect to the subject in question. With regard to other provisions, as well as offers, quotations, work and (supplementary) agreements, these general terms and conditions shall remain in full force without deviations from the general terms and conditions.

General Conditions of Sale Article 5 Claims And Warranty

In this section of the general conditions of sale the time limits for complaints and warranty periods are mentioned.

5.1 The client must notify Xtoria of any complaints in writing within 14 days after the date of dispatch of the documents or information about which the client is complaining, or within 14 days after discovery of the defect.

5.2 Claims do not suspend the payment obligation of the client. Client may not, on the basis of a complaint about a particular service, delay or refuse payment for other services provided by Xtoria to which the complaint does not relate.

5.3 In case of a justified complaint, the client has the choice between adjustment of the invoiced fee, correcting or redoing the rejected work free of charge, or not (or no longer) executing the assignment in whole or in part against a proportional refund of the fee already paid by the client.

5.4 Xtoria guarantees the soundness of the delivered product and the quality of the material used and/or delivered for it under normal use, during the warranty period and excluding visible defects.

5.5 Defects caused by non-observance of operating requirements, normal wear and tear, assembly/installation, modification or repair by third parties, application of governmental regulations concerning the nature or quality of applied materials, or materials or matters provided by the client to Xtoria for processing are excluded from the guarantee.

5.6 If the client does not, not properly or not timely fulfill his obligations, Xtoria is not bound to any warranty. If the client proceeds to disassemble, repair or other work on the product without prior written approval from Xtoria, any claim under the warranty will become null and void.

5.7 Return of the delivered product can only take place after prior written consent of the contractor under conditions to be determined by the contractor.

General Terms and Conditions of Sale Article 6 Liability

This section of the general conditions of sale contains more information about the liability of the various parties.

6.1 Xtoria is only liable for fulfillment of the warranty obligations mentioned in Article 5.

6.2 Xtoria shall not be liable except in cases of intentional or deliberate recklessness or if reliance on the exclusion of liability would be unacceptable.

6.3 If Xtoria is liable, liability is limited to direct damage and to a maximum of €25.000,- unless the insurer pays out more. A series of related events counts as one event.

6.4 Xtoria is not liable for indirect damages and various other cases listed in this article. Reporting the damage to the contractor is a prerequisite for the right to compensation.

6.5 Xtoria will perform its work to the best of its ability. If damage is caused by incorrect or incomplete information from the client, Xtoria shall not be liable. If there is gross negligence or intent, Xtoria will be liable up to what is stipulated in article 5.

6.6 In case of a consulting assignment, Xtoria’s liability is limited to the fee received and a maximum of the fee over the last 6 months in case of assignments with a lead time longer than half a year.

6.7 The client indemnifies Xtoria against claims by third parties for damages caused by incorrect or incomplete information provided by the client, unless the client can prove that the damages are not due to his culpable act or omission or caused by intent or gross negligence on the part of Xtoria and unless any mandatory legislation does not allow this.

General Terms and Conditions of Sale Article 7 Retention of Title.

This section of the general conditions describes the retention of title, when the products belong to whose property.

7.1 Xtoria remains the owner of all delivered goods, including drawings and advice, until the client has fulfilled all payment obligations under the agreement and has paid Xtoria’s claims for failure to fulfill them. At Xtoria’s request, the client shall establish a non-possessory pledge on the delivered goods as security for all existing and future claims of Xtoria. As long as the client has not paid for the goods in full, he may not establish a lien or possessory pledge on the goods or transfer them in any way to third parties, except with Xtoria’s written consent.

7.2 The Client may use or sell the goods in his normal course of business, but until he has paid in full, all the Client’s rights with respect to the goods against his buyers will take the place of Xtoria. Client transfers these rights if necessary to Xtoria which transfer Xtoria accepts. If the transfer of these rights requires further acts of fact or law, the client must cooperate.

7.3 Xtoria has the right to access the delivered goods if necessary. The client must at all times give Xtoria the opportunity to exercise the retention of title by taking back the delivered goods, including any necessary disassembly. The costs for this are to be borne by the client and the client must cooperate without any summons, notice of default or judicial intervention being required.

General Terms and Conditions of Sale Article 8 Delivery Period

This section of the general conditions of sale states what the delivery period is in general.

8.1 If the client owes an advance payment or if he has to supply information and/or materials for the execution, the period within which the work has to be completed does not start until the payment has been received in full by Xtoria, respectively the information and/or materials have been made available to Xtoria in full.

8.2 The periods within which the work must be completed can only be regarded as strict deadlines if this has been agreed in writing. The duration of the assignment can be influenced by various factors, such as the quality of the information provided by the client and the cooperation provided.

8.3 Unless it has been established that execution of the agreement is permanently impossible, the client cannot terminate the agreement due to exceeding the deadline, unless the contractor does not or does not fully execute the agreement within a reasonable period after the client has given it a reasonable period in writing to execute it. Dissolution is then possible according to Article 265 of Book 6 of the Civil Code.

General Sales Conditions Article 10 Force Majeure

This part of the general terms and conditions of sale states what happens in the event of force majeure.

10.1 During force majeure, Xtoria’s obligations are suspended. If the period in which fulfillment of the obligations by Xtoria is not possible due to force majeure lasts longer than two months, the contractor may terminate the agreement without judicial intervention. In that case there is no obligation to pay compensation.

10.2 Force majeure means all facts and circumstances that (temporarily) hinder or make the execution of the agreement impossible, over which Xtoria has no influence and which cannot be attributed to Xtoria according to the law, legal act or generally accepted views.

10.3 If, upon the occurrence of force majeure, Xtoria has already partially fulfilled its obligations, or has only partially fulfilled its obligations, the client is obliged to pay the agreed amount to Xtoria pro rata.

10.4 Xtoria can also invoke force majeure if the non-attributable shortcoming that prevents the fulfillment of the agreement occurs after it should have fulfilled its obligations.

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