Repra BV
Bijlshoek 1
5473 HK Heeswijk-Dinther

1. General
Repra B.V., a company registered in the trade register maintained by the Chamber of Commerce under number 75388286, with its statutory seat in Bernheze and office at Bijlshoek 1, (5473 HK) Heeswijk-Dinther. These General Terms and Conditions apply to all our offers, sales agreements, orders, resulting deliveries, and the resulting agreements and further (legal) actions. Once these General Terms and Conditions apply, they also apply without further declaration to new agreements and to all non-contractual relationships with Repra B.V. The applicability of the general terms and conditions used by the other party is expressly rejected. Afwijkingen van deze Algemene Voorwaarden binden ons slechts indien wij die afwijkingen schriftelijk hebben bevestigd. The other party cannot derive any rights for future transactions from any deviations that may have been agreed upon. The Dutch text of the General Terms and Conditions is the authentic text and prevails over translations of these General Terms and Conditions. In these conditions, ‘in writing’ means by letter or electronically. If one or more provisions of these General Terms and Conditions are null and void or annulled, the remaining provisions shall remain in force, and we will consult with the other party to agree on new provisions to replace the null or annulled provisions. In doing so, the purpose and intent of the original provisions will be taken into account as much as possible. If a situation arises that is not covered by these general terms and conditions, that situation will be assessed ‘in the spirit’ of these general terms and conditions. Even if we do not always demand strict compliance with these general terms and conditions, we reserve the right to demand strict compliance with these general terms and conditions in other cases.

2. Formation of Agreements
Our offers, whether made orally or in writing, are without obligation. We are only bound after we have accepted an order in writing within 2 working days of receipt, by means of an order confirmation and invoice, even if we have made a written offer. The agreement is always entered into under the suspensive condition that the information we have obtained shows, in our opinion, sufficient creditworthiness of the other party. Samples, models, images, documentation, and other specifications shown or provided are for indication purposes only, without the respective item having to correspond to them. We cannot be held to an offer if that offer or part of it contains an obvious mistake or clerical error.

3. Intellectual Property Rights
We reserve all intellectual property rights to the data contained in our offers and/or agreements and/or the models, samples, drawings, images, and/or usage instructions provided by us.

4. Prices
We reserve the right to pass on to the other party any changes in one or more of the cost-determining factors, such as transportation costs, prices of raw materials or materials, exchange rates, import duties, or sales tax, that relate to the agreed performance and that occur after the date of our offer, or after the agreement has been concluded but before delivery. The prices of the goods offered or sold by us are calculated based on delivery ex-warehouse Heeswijk-Dinther, Netherlands, excluding VAT, import duties, and other government-imposed levies and taxes, unless otherwise stated in writing. If desired, we will arrange transport to the other party or another location if this has been expressly agreed upon in writing, and we are entitled to charge the transport costs for the delivery by means of an invoice to the other party. The risk of loss, theft, and damage will transfer to the other party at the time of delivery.

5. Payment
Unless advance payment has been agreed upon, invoice amounts must be paid within a payment term of 30 days. Discounts, deductions, set-offs, or suspensions of payment by the other party are not permitted. Payments made by the other party will always first cover all due interest and costs, and secondly the oldest outstanding invoices, even if the other party specifies that the payment relates to a later invoice. The payment term is a final deadline, and if our other party fails to pay the amount due on time, they are automatically in default without any notice of default being required, and they will owe statutory interest for commercial transactions on the due amount from the due date. If our other party fails to pay the amount due on time, they are also required to pay all extrajudicial and judicial costs associated with the collection. The extrajudicial costs are, contrary to Article 6:96 paragraph 4 of the Dutch Civil Code and the Dutch Act on Standardization of Extrajudicial Collection Costs and the associated Decree on Compensation for Extrajudicial Collection Costs, immediately set at 15 (fifteen) percent of the invoice amount with a minimum of €250 (two hundred fifty euros) for each partially or fully unpaid invoice, without prejudice to our right to claim the actual extrajudicial costs that exceed this amount. Judicial costs include all incurred costs, even if these exceed the statutory liquidation rate. If an invoice is not paid on time, we are also entitled to suspend our delivery obligation provided that payment is not made within 14 days after a written reminder. Our other party is required, at our first request upon or after entering into the agreement, to provide (additional) personal or business security for the fulfilment of their (payment) obligations to us. The refusal of the other party to provide the requested security gives us the right to suspend our obligations and ultimately the right to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage we may have suffered.

6. Retention of Title
We retain ownership of all goods delivered by us to the other party until the purchase price, including interest and costs, for all these goods has been paid in full. If we carry out or have carried out work to be reimbursed by the other party in connection with these sales agreements, the aforementioned retained ownership remains until the other party has also paid these claims in full. The retained ownership also applies to claims we may obtain against the other party due to the other party’s failure to fulfil one or more of its obligations to us. As long as our retained ownership persists, the other party is not entitled to dispose of, alienate, encumber, process, or transform the goods delivered by us. However, the other party is allowed to use or sell the goods within its normal business operations, provided that, until the other party has fully paid for the goods and fulfilled its other obligations under similar agreements with us, we shall assume the rights of the other party against its customers. The other party will then transfer these rights to us, if necessary, which transfer we accept. However, the other party is not allowed to alienate the goods within its normal business operations if the other party has applied for a suspension of payments or has been declared bankrupt.
As long as our retained ownership persists, we are entitled to reclaim the goods delivered by us without notice of default or judicial intervention at the expense of the other party from the location where they are situated. The other party is obliged to store the goods delivered by us under retention of title with due care and clearly marked as our property.

7. Delivery
Delivery conditions are agreed upon per transaction. Our counterparty is obliged to take delivery of the goods at the time they are made available to them according to the agreement. If the counterparty does not take delivery of the goods, they are in default, and we are entitled, at our discretion, to:
(a) transport the goods to the counterparty’s address at the counterparty’s expense and risk using a means of transport of our choice, or store the goods at the counterparty’s expense and risk,
or
(b) declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to our right to compensation for the damage suffered by us or lost profit, plus statutory interest, calculated from the time the claim is due.
The above is without prejudice to any other rights to which we are entitled.

8. Delivery Time
Any delivery time specified by us is always an estimate and not a strict deadline. We will not be in default regarding the delivery time until we have been given written notice of default by the counterparty, have been given the opportunity to deliver within a reasonable period, and have failed to do so. The delivery time does not commence until we have accepted an order in writing, the counterparty has provided us with all necessary information required for the execution of the agreement, and we have received any agreed-upon advance payment from the counterparty. If delays occur during the execution of the agreement, the delivery time will be extended by the number of days the delay has lasted. We are not liable for damages resulting from late delivery if and insofar as the late delivery is due to circumstances not attributable to us, including but not limited to the (timely) performance by suppliers. Only in the case of an excessive delay (more than 25 weeks) of the agreed delivery time does the counterparty have the right to dissolve the agreement unless the delay is caused by force majeure. The counterparty is never entitled to any penalty or compensation. We reserve the right to deliver the goods in parts, in which case the described (payment) terms also apply to each partial delivery.

9. Complaints
Our counterparty is obliged to inspect the goods upon delivery to determine if they conform to the agreement. The counterparty must submit any complaints about the goods delivered by us in writing within 8 (eight) days of delivery. This also applies to any items delivered that were not ordered. If it concerns a defect that is not externally visible, the counterparty must submit complaints in writing within 8 (eight) days of discovering the defect, but in any case, within 3 (three) months of delivery.
All complaints must be submitted by the counterparty with reference to the packing slip number. Complaints about invoices must also be submitted in writing within 8 (eight) days of the invoice date.
Failure to submit complaints within these specified periods voids any claims against us. Any return of goods is only possible if the goods are in their original condition and after we have given written consent for the return. Items that did not originate from us are not eligible for return.
The returned goods must be received by us no later than 1 (one) week after our consent to the return. Unless otherwise agreed, returns are at the expense and risk of our counterparty.

10. Warranty; Limitation of Liability
Regarding the goods delivered by us, we are only liable for material and/or construction defects in the goods that have become apparent within 3 (three) months from the date of delivery as referred to in Article 8, to the extent that such defects significantly diminish the soundness or quality of the goods. Our liability under this article is limited to the free delivery of replacement (parts of) goods. We are entitled to, instead of delivering replacement goods, repair the defective (parts of) goods delivered or take back the defective goods against repayment of the relevant portion of the invoice price. For goods delivered to us by third parties and subsequently delivered by us to our counterparty, even if the goods delivered by us are composed of goods delivered to us by third parties, we grant our counterparty the same warranty, but no further warranty than we have received from our supplier(s). Our counterparty can only invoke obligations from us based on this article after our counterparty has fulfilled all its obligations arising from the agreement concluded with us. If we are liable for any reason whatsoever, our liability is limited to direct damages, and our liability will be limited to the amount or amounts covered by the business liability insurance policy taken out by us, including our deductible. If, for any reason, the aforementioned business liability insurance policy does not provide coverage, our liability is limited to a maximum amount equal to the invoice value of the goods concerned, excluding taxes. A series of related damage-causing events is considered one event/damage incident for the purposes of this article. We are never liable for compensation for non-material damage, business interruption, indirect damage, loss of profit, or other consequential damages. Our counterparty is obliged to indemnify us against all claims from third parties related to the goods delivered by us or work performed by us.

11. Non-Performance
If the counterparty fails to fulfil any obligation towards us in any way, or if there are grounds to fear that the counterparty will fail to fulfil its obligations towards us, as well as in the event of an application for a suspension of payments, obtained (provisional) suspension of payments, bankruptcy petition, declaration or filing for bankruptcy, liquidation, or cessation of (a part of) the counterparty’s business, we, without prejudice to our other rights and without any obligation to pay damages, are entitled to terminate the agreement(s) in whole or in part with immediate effect without the need for notice of default or judicial intervention, or to suspend the (further) execution of the agreement(s).

12. Force Majeure
In case of force majeure, we have the right, at our discretion, to suspend the execution of the agreement until the moment when the force majeure situation has ended or to terminate the agreement, insofar as it has not yet been executed, in whole or in part, without judicial intervention and without being obliged to pay any damages.
Force majeure is understood to mean anything that reasonably occurs beyond our direct control, including but not limited to: strikes, lockouts, blockades, riots, disturbances of public order, energy shortages, interruptions in energy supply, transportation bans, fires, industrial accidents, war or threat of war, natural disasters, floods. Force majeure also exists if the relevant circumstance was foreseeable at the time of concluding the agreement.

13. Applicable Law; Competent Court
These terms and conditions, as well as all our offers and/or sales agreements, are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is explicitly excluded. All disputes between us and the counterparty shall – unless mandatory legal jurisdiction rules prevent this – be submitted to the competent court in ‘s-Hertogenbosch, without prejudice to our right to submit a dispute to any other competent court.

14. Statute of Limitations
Claims and defences based on facts that would justify the assertion that the delivered goods do not conform to the agreement shall expire by the lapse of one year after delivery.

15. Severability
If and to the extent that, based on reasonableness and fairness, no appeal can be made to any provision in these General Terms and Conditions, then that provision shall, in terms of content and purpose, be given a meaning as closely as possible to the original intent, to which an appeal can be made.