GENERAL SALES AND DELIVERY TERMS AND CONDITIONS OF ISENGARD HOLDINGS B.V. IN EINDHOVEN

1 - 1. Applicability of these terms and conditions

1.1 These terms and conditions shall apply to all quotations and deliveries made by Isengard Holdings B.V.. These terms and conditions shall apply to all business transactions that Isengard Holdings B.V.concludes with its customers relating to sales, distribution and the provision of services.

1.2 In order to maintain the flexible character of our business relationships, Isengard Holdings B.V.may alter these conditions every three months after written notice to you. These alterations shall not apply retrospectively. Alterations shall apply as from the commencement date that Isengard Holdings B.V.states in its notice and shall only apply to new orders.

1.3. In all other cases, deviations from and/or additions to these terms and conditions shall only take effect after both parties have signed them.

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2 - 2. Definitions

Article:           The goods to be delivered by Isengard Holdings B.V.
Purchaser:    The client from whom Isengard Holdings B.V.accepts orders.
Order:             A signed Order Confirmation from Seller to Purchaser.
Seller:            Isengard Holdings B.V., acting as the seller of the products it delivers with the approval of a specific company/person.

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3 - 3. Communication

3.1 All quotations are non-binding, unless expressly stated otherwise and shall be based in detail on any information provided at the time of request.

3.2 The Seller shall not be bound by general printed information that it has furnished without prior notice to the Purchaser.

3.3 The Seller shall not be bound by arrangements or agreements that subordinate members of staff make if these have not been confirmed in writing. All subordinate members of staff shall be regarded in this respect as employees without authority.

3.4 The party choosing a particular means of communication shall carry the risk in the event of misunderstandings, delays or a failure to properly convey instructions and statements during interaction between the Purchaser and the Seller caused by the use of post telephone, fax, e-mail or any other means of communication.

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4 - 4. Transport and Risk

4.1 The Purchaser shall be liable for the cost of express consignments sent at its request.

4.2 The Seller shall carry the risk of the loss of Articles until the moment of delivery thereof to the carrier, even in the case of delivery carriage paid. The Purchaser shall assume the risk thereafter and be responsible for taking appropriate measures to protect the Articles against the risk of loss.

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5 - 5. Time and place of delivery

5.1 The Seller shall deliver the Articles to the address furnished by the Purchaser. The delivery date stipulated by the Seller shall, to the extent it is applicable, only be indicative, is not binding and the Seller may change it within reasonable limits.

5.2 The Seller shall be entitled to charge the Purchaser for costs that arise from it declining goods that the Seller has sold and tendered to it, subject to a minimum of € 25.00 (twenty-five euro) for each returned consignment.

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6 - 6. Prices and payment

6.1 The stated prices shall apply for deliveries from the shop, workshop or warehouse and are exclusive of VAT and transport costs, unless the parties agree otherwise.

6.2 Payment must take place no later than the due date provided to the Purchaser. The Purchaser shall be in default without the need for a formal notice of default if payment of outstanding amounts is not made by the due date. In the event of such default, the Seller shall charge the Purchaser arrears interest of 1% per month, for which purpose a portion of a month shall be calculated as a full month.

6.3 The Seller shall be entitled to charge the Purchaser a penalty of 25% of the total invoice amount plus all additional costs if it is forced to hand over an unpaid invoice for collection to a third party (e.g. a lawyer, bailiff or debt collection agency).

6.4 The Purchaser may never apply set-off. The Seller may allocate the Purchaser’s payment to its other outstanding invoices or those of its affiliated enterprises.

6.5. The Seller shall always be entitled to make delivery subject to cash payment, advance payment or the furnishing of security. The Purchaser shall be responsible for the related costs, e.g. C.O.D. costs. The Seller may regard the agreement as terminated, notwithstanding its right to compensation for expenses and loss of profits, if the Purchaser refuses to furnish the required security.

6.6 The Seller shall retain ownership over all items after delivery, as security for all claims that it may have against the Purchaser at any time, until the Purchaser has fully satisfied its obligations towards it. The Purchaser shall inform the Seller immediately about any attachments or other legal action that could affect the Seller’s reservation of ownership.

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7 - 7. Complaints

7.1. The Purchaser must submit complaints regarding defects, incorrectly delivered Articles and/or non-ordered Articles within 3 working days of receipt, using a returns advice form. After this period has elapsed, Isengard Holdings B.V. BV shall no longer be obliged to respond to any request regarding matters described in Article 8.

7.2 The Seller must consider complaints regarding manufacturing faults if lodged within 90 (ninety) days of the date of purchase, using a returns advice form, and provided the product has not been removed from its catalogue.

7.3 Complaints relating to damage in transit must be submitted directly to the carrier.

7.4 The submission of a complaint does not suspend the Purchaser’s payment obligations.

7.5 All rights to lodge complaints shall lapse after the expiry of the periods stated in this Article.

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8 - 8. Liability

The Seller shall not be liable in any case to compensate the Purchaser for any direct or indirect damage that it suffers, even if the Seller is aware of the prospect of such damage. This expressly includes compensation for delays in thedelivery of Articles or trading losses, including operational breakdowns, damage due to lost profits, income or savings or other indirect or consequential damages.

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9 - 9. Guarantees

Unless it stipulates otherwise, the Seller shall deliver Articles without guarantees of any nature.

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10 - 10. Termination

10.1 The Seller shall only be entitled, without prejudice to all its other rights, to declare all agreements concluded with the Purchaser as terminated by means of a written statement, without the need for any further notice of default or intervention by the Courts, if the Purchaser applies for a moratorium on the payment of its debts or is declared bankrupt.

10.2 Either party may terminate an agreement that is governed by these terms and conditions when it can be reasonably stated that the other party will not or will not properly comply with its obligations under the agreement in question. Such a termination shall only take effect after the defaulting party has been notified hereof in writing and given a reasonable time in which to comply with its obligations. The Seller shall be entitled to set further conditions in this written notice, such as additional demand and administration costs.

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11 - 11. General

11.1 All quotations by the Seller and all agreements concluded between yourself and the Seller, including these terms and conditions, shall be governed by Dutch law. Disputes (including those that are only regarded as such by one of the parties) shall be exclusively brought before the Dutch court that holds jurisdiction in the matter. 

11.2 If any provision of these terms and conditions is invalid, unlawful or unenforceable, the remaining provisions shall remain fully in force.

11.3 Agreements concluded under these terms and conditions shall not create any rights or have any consequences for third parties.

11.4 Obligations that endure by nature shall remain in force after the termination of an agreement governed by these termsand conditions and shall apply to parties’ successors-in-title.

11.5 Nothing contained in these terms and conditions shall affect mandatory and lawful statutory provisions, particularly those relating to consumer protection.

11.6 The Purchaser’s general terms and conditions as referred to in purchase order(s) or elsewhere shall not be applicable.

11.7 The Purchaser shall comply with all applicable import and export laws and regulations.

11.8 Any claim of one of the parties that arises from or is related to an agreement governed by these terms and conditions shall lapse if not instituted within two years of the cause thereof becoming reasonably known

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