General terms and conditions Service Best International

General terms and conditions of SERVICE BEST INTERNATIONAL B.V. located in Eindhoven at de Schakel 60, further referred to as Service Best which conditions were filed at the Chamber of Commerce Eindhoven on 15-05-2017 under number 17034470.

VAT number NL001348978B01

Article 1. Validity.
1.1 These general terms and conditions apply to all offers and to all agreements made to or entered into with third parties (hereinafter: the buyer). They form an integral part of the offers and/or agreements. These general terms and conditions also apply to any other legal relationship between Service Best and the buyer.
1.2 Any applicable purchasing conditions of the buyer shall remain unaffected insofar as their content does not conflict with the general terms and conditions of Service Best. In the event that the provisions of the purchase conditions conflict with the provisions of the general terms and conditions of Service Best, the provisions of the general terms and conditions of Service Best shall be binding.
1.3 Full or partial deviation from these general terms and conditions is only possible if and to the extent agreed in writing.
1.4 The nullity or voidability of any provision of these general terms and conditions, or of the agreements concluded under these terms and conditions, shall not affect the other clauses.
1.5 If Service Best concludes contracts with the buyer more than once, these general terms and conditions shall always apply in respect of all subsequent contracts, irrespective of whether or not they have been explicitly declared applicable.

Article 2. Offers.
2.1 All offers, in whatever form made by Service Best, are non-binding and are to be considered as a whole, unless expressly stated otherwise in writing.
2.2 Illustrations, drawings, dimensional and weight specifications etc. published by Service Best in catalogues, circulars or otherwise are not binding on Service Best and are only intended to give a general idea of what Service Best offers. Should the items delivered deviate from this, this shall not entitle the buyer to refuse receipt of the items delivered or payment thereof. Nor shall Service Best then be obliged to compensate any damage - in whatever form or form - to the buyer.
2.3 Service Best reserves the right to refuse orders at any time without giving reasons.

Article 3. Agreements.
3.1 Agreements shall only be deemed to have been concluded upon written or electronic confirmation of an order by Service Best, or upon actual execution or delivery by Service Best of an order.
3.2 Orders shall be accepted by Service Best only at the prices as in force on the day of delivery, unless, when accepting the order, the price and/or discount has/have been expressly agreed and confirmed or accepted by Service Best in writing. No rights can be derived from the old publications etc. in which other prices and discounts are mentioned than those fixed by Service Best for the respective order.
3.3 All prices and amounts quoted by Service Best are in Euros and exclusive of VAT.
3.4 For orders below an amount of EURO 350,- Service Best will charge EURO 12,50 order costs.
3.5 Dispatch and transport of goods shall be at the risk of the buyer. The costs of shipping and transport of goods shall be borne by Service Best.
3.6 The delivery takes place by Service Best delivering the goods to the address provided by the buyer. The buyer shall be obliged to take delivery of the goods delivered by Service Best under the agreement at the time Service Best delivers them. If the buyer refuses or neglects to provide information necessary for delivery, Service Best shall be entitled to store the goods at the buyer's expense and risk. In addition, Service Best may then claim payment of the agreed price as if the delivery had taken place.
3.7 If Service Best has stated a delivery period, this shall be indicative. A stated delivery time is therefore never a deadline.
3.8 Items not held in stock by Service Best may be ordered by Service Best for the benefit of the purchaser at any time. The purchaser undertakes to take delivery of these specially ordered items. Items specially ordered by Service Best shall not be taken back by Service Best after delivery.
3.9 Arrangements or agreements with the staff (all employees and employees who do not have a power of attorney) of Service Best do not bind the latter, insofar as they have not been confirmed or accepted by Service Best in writing.
3.10 Any subsequent supplementary agreements or amendments to what has previously been agreed shall only be valid if accepted by Service Best or confirmed in writing by Service Best and if no objection has been made in writing by the buyer within 3 working days after the confirmation has been sent.
3.11 Service Best shall at all times be entitled to require satisfactory security from the buyer for payment of all that the buyer owes and will owe to Service Best. If the buyer fails to provide the satisfactory security required by Service Best, Service Best shall be entitled either to suspend performance of the agreement or to dissolve the agreement. With regard to suspension and dissolution of the agreement, the provisions of Article 8 shall apply accordingly.

Article 4. Guarantee.
4.1 Subject to what is stated elsewhere in these general terms and conditions, Service Best guarantees the quality or proper functioning of goods delivered by third parties, but this guarantee shall never extend beyond the (manufacturer's) guarantee given to Service Best by its suppliers.
4.2 Service Best shall inform the buyer of any manufacturer's warranty relating to goods supplied by Service Best, if so requested. Goods delivered by Service Best under the manufacturer's warranty must be sent to Service Best carriage paid for warranty assessment. Service Best undertakes to support well-founded guarantee claims of the buyer towards the manufacturer.
4.3 The buyer shall be obliged to examine the goods, or have them examined, at the time of delivery. In doing so, the buyer must examine whether the quality and quantity of the delivered goods are in accordance with what was agreed, or at least meet the requirements set in the normal course of business.

Article 5. Liability.
5.1 If Service Best is liable for damages, its liability shall at all times be limited to the provisions of this article.
5.2 Service Best shall only be liable for damage attributable to intent or gross negligence on the part of Service Best or its subordinates. Service Best shall never be liable for indirect damages, including consequential damages, lost profits, lost savings and damages due to business interruption.
5.3 In the event of damage, the relevant claim will be reported to Service Best's insurer and where cover is available Service Best's liability for damages will be limited to the actual amount to be paid by the insurer.
5.4.Service Best shall not be liable for any damage or diminution in value of items arising during shipment thereof.

Article 6. Retention of title.
6.1 Until all obligations, of whatever nature, which the buyer has or will have towards Service Best have been fully complied with, the goods delivered shall remain for the account and risk of the buyer and, whether processed or unprocessed, exclusively the property of Service Best.
6.2 The buyer is not authorised to pledge or transfer ownership of these items to third parties.
6.3 If the Buyer fails to fulfil any obligation towards Service Best, the latter shall be entitled, without any notice of default being required, to repossess the goods and the Buyer shall be obliged to return the goods to Service Best carriage paid upon first request. The buyer hereby unconditionally and irrevocably authorises Service Best to enter all those places where the property of Service Best is located.
6.4 In case Service Best invokes the retention of title, the agreement(s) shall also be dissolved without judicial intervention, without prejudice to Service Best's right to claim compensation for damages, lost profits and interest.
6.4 The buyer shall be obliged to immediately inform Service Best in writing of the fact that third parties are asserting rights to goods subject to retention of title under this article.
6.5 Should it appear at any time that the buyer has not complied with the obligations under this article, he shall owe an immediately payable penalty of 10% of the amount due, or a minimum of EURO 75.00.

Article 7. Payment.
7.1 Payment shall be made within 30 days of the invoice date, unless expressly agreed otherwise in writing.
7.2 Service Best expressly reserves the right to make cash on delivery deliveries to the purchaser. If the cash on delivery consignment is refused, the buyer shall be obliged to reimburse Service Best for all costs resulting from such refusal.
7.3 All payments shall be made without any deduction or set-off at the offices of Service Best or to an account designated by Service Best.
7.4 Complaints of any kind shall never entitle the buyer to refuse and/or suspend payment of an invoice.
7.5 If payment of an invoice sent has not been made within the term of payment prescribed in these terms and conditions or separately agreed, the buyer shall be in default by operation of law, without any notice of default being required. In such case, Service Best shall be entitled to charge statutory interest, plus 3%, on top of the amount due to it from the moment of default, whereby a part of the month shall be calculated as a full month.
7.6 If the buyer is in default in the (timely) fulfilment of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the buyer. These costs amount to 15% of the principal sum due with a minimum of EURO 350.

Article 8. Advertising, Suspension and Dissolution.
8.1 Complaints, both on the execution of the agreement and on invoices, must be made known in writing to Service Best within 8 days of discovery or within 8 days after discovery could reasonably have taken place or within 8 days after the invoices have been sent.
8.2 Return shipments by the Buyer, as well as return shipments with the cooperation of representatives of Service Best, may only lead to dissolution of the agreement if and insofar as Service Best has agreed to this in writing. The return shipment must be sent carriage paid and must always be accompanied by a specification stating the invoice number with which the goods were invoiced. Service Best reserves the right to charge the buyer a 10% handling fee when crediting the returned items. Items that have been in the buyer's possession for more than 1 month will not be accepted for return. Only undamaged products in their original packaging are eligible for return.
8.3 If the buyer does not, not timely or not adequately fulfil the obligations arising for him from any agreement entered into with Service Best, as well as in the event of bankruptcy or application for bankruptcy or suspension of payment of the buyer or in the event of shutdown or liquidation of his company, he shall be deemed to be in default by operation of law without notice of default being required. Service Best shall then be entitled, without judicial intervention, to dissolve the agreement in whole or in part, without Service Best being liable for any compensation or guarantee and without prejudice to the other rights to which Service Best is entitled. Service Best shall be entitled to claim from the buyer payment of any costs, damages and interest already incurred, including loss of profit caused by Service Best's default.
8.4 In the event that the performance of the agreement is prevented due to force majeure, both Service Best and the buyer shall be entitled, without judicial intervention, either to suspend the performance of the agreement for a maximum of six months or to dissolve the agreement in whole or in part.
8. 5 Force majeure is considered to include all involuntary disruptions or impediments, which make the performance of the agreement more costly or difficult, such as storm damage and other natural disasters, impediments by third parties, full or partial strikes, lockouts, riots both here in the country and in the country of origin of materials, war or danger of war here in the country or in other countries, loss of or damage to materials during transport illness of irreplaceable employees, excessive absenteeism of personnel, extraordinary circumstances such as export and import bans, obstructive measures of any government, fire and other accidents in the company, lack of or breakdowns in means of transport, non-delivery or late delivery of goods by suppliers, failure of electricity and, in general, all circumstances, events, causes and consequences beyond the control or control of Service Best.
8.6 If performance of the agreement is suspended as a result of force majeure, the party on whose instructions or at whose request the suspension takes place shall be obliged to opt for performance or for full or partial dissolution of the agreement within 14 days.
8.7 Service Best shall be entitled to claim payment for work performed for the execution of the relevant agreement as well as for partial deliveries made by Service Best before the force majeure-causing circumstance became apparent.
8.8 Service Best shall also be entitled to invoke force majeure if the circumstance causing the force majeure occurs after its performance should have been delivered.
8.9 In the event of dissolution or suspension of the agreement by Service Best as a result of force majeure, Service Best shall not be liable for any compensation in any form whatsoever.

Article 9. Disputes.
9.1 All disputes, including those disputes, which are only considered as such by one party, arising from or relating to offers or agreements or legal relationships to which these general terms and conditions apply or concerning the general terms and conditions themselves and their interpretation or execution, shall be subject to the judgement of the absolutely competent court in the place of business of Service Best, such without prejudice to Service Best's authority, if so desired, to apply to the court of the purchaser's place of residence.
9.2 All agreements and legal relationships between Service Best and the Buyer shall be governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.