Article 1: applicability and definitions

1. Applicability: These General Terms and Conditions apply to all offers and agreements of Sundido BV, including the sale and delivery of goods and the provision of services, including advice and information.
2. Definitions: In these General Terms and Conditions, the term "other party" is used to refer to the legal entity that receives offers from Sundido BV or concludes agreements with Sundido BV.
3. Providing the conditions: Sundido BV strives to provide these General Terms and Conditions to the other party before or when concluding agreements. If this is not possible, the other party can request inspection, and upon request the conditions will be sent free of charge.
4. Address details: The address provided by the other party before or upon concluding the agreement may be used by Sundido BV for making statements and announcements until the other party has notified Sundido BV in writing of a new address.
5. Changes to the conditions: Sundido BV reserves the right to unilaterally change these conditions. If changes are made, Sundido BV will inform the other party of these changes in a timely manner.
6. Invalidity of provisions: If one or more provisions of these terms and conditions are invalid or are annulled, this will not affect the validity of the remaining provisions.

Article 2 Offers, prices and agreements

1. Purchase obligation: After the conclusion of the agreement, there is a purchase obligation for the other party. This means that the other party is obliged to actually accept the purchased items.
2. Cancellation or modification of the agreement: Cancellation or modification of the agreement is only possible after written permission from Sundido BV. This means that the other party cannot unilaterally cancel or change without the approval of Sundido BV.
3. Cancellation costs: If the other party cancels or changes the order after the agreement has been concluded, the other party will owe the cancellation costs determined by Sundido BV. These costs include all reasonably incurred costs, loss of profit and other damage by Sundido BV in the context of the execution of the agreement.
4. Cancellation options: Cancellation or changes to the agreement are in any case no longer possible within the period of two working days prior to the delivery date. In that case, the full principal amount will always be due. This term can be changed in writing by mutual agreement.
5. Informative data: The data and attachments provided by Sundido BV with the offer are of an informative nature and only provide a general view. As a result, no rights can be derived from this information.
6. Intellectual property rights: Sundido BV retains all intellectual and industrial property rights to the designs, drawings, images, diagrams, material lists, software and other documentation provided with the offer. This means that these materials remain the property of SundidoBV and may not be copied, shown, made available, or otherwise used in traffic with third parties without the express written permission of Sundido BV
7. Costs for offers: In order to make an offer, Sundido BV often incurs costs for studying data, consultation, design, engineering, advice and other activities. If the offer does not lead to an agreement and more than ten hours have been spent by Sundidor BV on this work, Sundido BV will charge these costs to the other party, and the other party is obliged to pay the relevant invoice to Sundido BV. to fulfil.
8. Sample or model: If Sundido BV shows or provides a sample or model to the other party before or with the offer, this is only intended as an indication or illustration. This means that the final item or product does not have to correspond exactly to the sample or model shown.
9. Prices on the day of delivery: The prices stated for the products or services of Sundido BV are valid on the day of delivery. This means that the prices applicable at the time of delivery will be used. Possible price increases: If, after the offer or conclusion of the agreement, one or more cost-determining factors on which Sundido BV's prices are based change due to any circumstance whatsoever, Sundido BV reserves the right to change the offered or agreed prices accordingly. increase. This means that if, for example, the costs of raw materials or labor increase, Sundido BV is entitled to adjust the prices.
10. Right to refuse orders or attach special conditions: Sundido BV reserves the right to refuse orders or attach special conditions to the delivery, even after the order has been confirmed in writing.
11. Written Confirmation This means that confirmation from Sundido BV is required to make the agreement valid.
12. Conclusion of the agreement: An agreement between Sundido BV and the other party is only concluded after Sundido BV has received the other party's order.
13. Non-binding offers: All offers from Sundido BV are without obligation. This means that Sundido BV is not obliged to honor the offer and reserves the right to revoke or change the offer without being liable.

Article 3 - General terms and conditions of the other party and deviating agreements

1. Written confirmation of deviating agreements: Any agreements made by the other party and Sundido BV that deviate from the present General Terms and Conditions are only valid if they have been confirmed in writing and explicitly by Sundido BV. Oral agreements or implicit agreements have no legal validity, unlike written agreements.
2. Exclusion of other conditions: Conditions regarding the delivery, payment and purchase of the other party do not apply to the offers of Sundido BV and the agreements concluded with Sundido BV. In other words, the conditions used by the other party are not valid for transactions with Sundido BV

Article 4 - Exclusion and limitation of liability

1. Liability for direct damage: Sundido BV is liable for all direct damage suffered by the other party that is the result of a failure to comply with the agreement attributable to Sundido BV. However, Sundido BV's liability is limited to the agreed price of the agreement. This means that the maximum compensation that Sundido BV must pay to the other party will not exceed the total agreed price of the agreement.
2. Exclusion of liability for used items: Sundido BV is not liable for damage arising during the execution of the agreement as a result of used items made available by Sundido BV itself, by third parties, or by the other party and which do not appear to be suitable for the execution of the agreement.
3. Exclusion of liability for auxiliary persons and drawings/data: Sundido BV is not liable for damage caused by the actions of auxiliary persons (employees or third parties) or as a result of errors in drawings and/or technical data that Sundido BV made on its initiative or used in the execution of the agreement by indication or instructions of the other party.
4. Exclusion of liability for indirect damage: Sundido BV is not liable for all indirect damage or consequential damage, including stagnation in the regular course of business in the other party's company and/or stagnation in the execution of assignments that the other party carries out for third parties. Unless there is intent or gross negligence, Sundido BV is not responsible for such consequential damage.

Article 5 – Force majeure

1. Force majeure at Sundido BV: If Sundido BV cannot fulfill its obligations under the agreement, cannot fulfill them on time or cannot properly fulfill them due to circumstances beyond their control and for which they are not responsible under the law or prevailing prevailing views, such as illness of employees, disruptions, strikes, government measures, fire, war, floods, acts of war, and other stagnations in the normal course of business, including as a result of a pandemic, then those obligations will be suspended until Sundido BV is able to fulfill them to comply with the agreed manner.
2. No default and compensation: In the event of force majeure, Sundido BV is not in default, which means that they are not considered negligent in fulfilling their obligations. In addition, Sundido BV is not obliged to pay any compensation to the other party for any delays or non-compliance as a result of the force majeure situation.
3. No right to compensation: In the event of force majeure, the other party is not entitled to compensation for any damage resulting from the suspension or termination of the agreement, unless otherwise agreed.
4. Payment for services performed: Despite the force majeure situation, Sundido BV is entitled to claim payment for what has already been performed following the agreement. This means that if Sundido BV has already delivered certain services before the force majeure situation occurred, they are entitled to payment for those services delivered.

If the other party has a non-attributable shortcoming in the performance of the agreement, Sundido BV has the right to terminate the agreement in whole or in part.

Article 6 - Delivery time, delivery and risk

1. Indicative delivery times: The specified delivery times are only an indication and are not considered strict deadlines, unless expressly agreed otherwise.
2. Exceeding the delivery time: If the delivery time is exceeded by up to 60 days, the other party cannot claim compensation and/or dissolution of the agreement, unless there is intent or gross negligence on the part of Sundido BV. If the delivery time is exceeded by more than 60 days, the other party must give Sundido BV written notice of default and give Sundido BV a reasonable period for compliance.
3. Start of the delivery time: The delivery time starts on the day on which the agreement was concluded, but not earlier than after the other party has complied with all possible details relating to the execution of the agreement and which must be realized by the other party.
4. Partial performance: Sundido BV is authorized to perform in parts. If certain orders cannot be delivered immediately, they will be noted for subsequent delivery and the other party will be notified in writing . Partial deliveries can be invoiced separately, together with any additional costs due to these partial deliveries.
5. Risk transfer: The risk of damage, destruction or loss of the goods to be delivered is transferred to the other party at the time these goods are sent by Sundido BV, even if free delivery has been agreed.
6. Obligation to purchase: The other party is obliged to purchase the goods at the time of delivery. If the other party refuses to accept delivery or is negligent in providing information or instructions necessary for delivery, Sundido BV may choose to store the goods at the expense and risk of the other party or the agreement (or the unexecuted part thereof). to dissolve without judicial intervention or notice of default. All this does not affect Sundido BV's right to compensation.
7. Responsibility for accessibility: The other party is responsible for ensuring good accessibility of the delivery address. This means that the delivery address must be accessible for transport and that there must be no obstacles that make delivery difficult.
8. Indicating restrictions: Any restrictions for delivery to the delivery address, such as weight restrictions, mandatory delivery by ferry, narrow streets where normal transport is not possible, etc., must be indicated in advance by the other party. Sundido BV can take this into account when planning delivery.
9. Costs in the event of non-compliance: If the other party does not comply with this provision and/or the delivery cannot be carried out on the agreed date/time due to limited accessibility or unspecified restrictions, the costs for carrying out (additional) work will be in order to make delivery at the expense of the other party, unless otherwise agreed in writing.
10. Additional costs for deliveries abroad and on the Wadden Islands: Additional costs may be charged by Sundido BV for deliveries abroad and on the Wadden Islands. These costs may be caused, for example, by transport and customs costs or other special circumstances that apply to these specific locations.

Article 7 – Advertising

1. Duty to inspect upon delivery: The other party has the express obligation to inspect the delivered goods immediately upon delivery. If immediate inspection is not possible, the examination must take place within 48 hours of delivery. The purpose of this investigation is to check whether the delivered goods correspond with the agreement.
2. Notification of shortcomings: If the other party discovers any shortcomings or defects in the delivered goods, he/she must inform Sundido BV in writing of these shortcomings immediately, but no later than 48 hours after delivery. If the other party fails to do so, he/she loses the right to appeal to Sundido BV for any shortcomings.
3. Returning items: The other party may not return the items without written permission from Sundido BV. If the other party returns items without permission, administration costs may be charged. Return shipments must state the packing slip or invoice number, and the costs and risk of returning are borne by the other party until Sundido BV has received the goods. The acceptance of returns may not be regarded as recognition of defects in the delivered goods or liability of Sundido BV.

Article 8 – Payment terms

1. Payment prior to delivery: Payment for the delivered goods must be made before the agreed delivery date, unless otherwise agreed in writing. Sundido BV has the right to demand immediate payment or to pay a portion of the invoice determined by Sundido BV before delivery takes place.
2. Invoice partial deliveries separately: Sundido BV can invoice partial deliveries separately. This means that if the delivery takes place in multiple parts, each partial delivery will be invoiced separately.
3. Set-off not permitted: The other party cannot rely on set-off. This means that the other party does not have the right to offset outstanding invoices with other claims he/she has on Sundido BV.
4. Immediately due and payable after expiry of the payment term: If the other party allows the payment term as agreed or stated on the invoice to expire, the invoice amount becomes immediately due and payable without the need for notice of default. The other party is then legally in default.
5. Interest in case of payment default: After the payment term has expired, Sundido BV is entitled to charge interest on the unpaid amount of 1.5% per month from the day on which the other party is in default until the day of full payment.
6. Payment allocation: Payments made by the other party are allocated to the costs owed, then to the interest and then to the oldest outstanding invoices, even if the other party indicates that the payment relates to a later invoice.
7. Extrajudicial and procedural costs: If the other party fails to make timely payment, the other party is obliged to pay all extrajudicial costs, legal costs and costs for legal assistance incurred by Sundido BV. These costs also include other and/or higher costs than the legally determined legal costs. In addition, the costs for any collection procedure are included, and these are standardly set at 15%. If Sundido BV files for bankruptcy of the other party, the other party is also obliged to pay the costs of the bankruptcy application.
8. Default in certain situations: If the other party files for bankruptcy, applies for a suspension of payments, shuts down or liquidates its company, or is placed under guardianship, the other party will be placed in default by operation of law, without the need for notice of default. This provision also applies if the other party does not fulfill its obligations under the agreement, does not do so properly or does not do so on time.
9. Right of Sundido BV: In the event of default, Sundido BV has the right to suspend the execution of the agreement without judicial intervention, or to dissolve the agreement in whole or in part, by means of a written statement. This does not affect the right of Sundido BV to claim full compensation.
10. In short, if the other party fails to pay or in certain situations in which the financial situation of the other party deteriorates, Sundido BV has the right to claim extrajudicial costs, legal costs and costs for legal assistance. In addition, Sundido BV can suspend the execution of the agreement or dissolve the agreement in whole or in part.

Article 9 – Retention of title

1. Retention of title: The goods delivered by Sundido BV remain the property of Sundido BV until the other party has fulfilled all the following obligations under all agreements concluded with Sundido BV:
2. Payment of the consideration(s) for goods delivered or to be delivered.
3. Payment of the consideration(s) for services provided or to be provided by Sundido BV.
4. Any claims due to non-compliance by the other party with (an) agreement(s) with Sundido BV
5. Limited resale: Items subject to retention of title may only be resold by the other party in the context of normal business operations. The other party may not pledge the goods or establish any other right on them.
6. Reservation of liens: Even after the goods have been transferred to the other party, Sundido BV retains liens on these goods as additional security for any claims that Sundido BV has or may have on the other party, regardless of the reason.
7. Retrieval of the delivered goods: If the other party does not fulfill its obligations or there is a reasonable suspicion that it will not fulfill its obligations, Sundido BV has the right to return the delivered goods subject to retention of title to the other party or to third parties who own these goods. keep it for the other party or have it removed. The other party must fully cooperate in this, and in the event of refusal, the other party will owe an immediately payable penalty of 10% per day of all the amount owed to Sundido BV.
8. Obligation to notify third parties: If third parties wish to establish or assert any rights to the delivered goods, the other party must immediately inform Sundido BV of this in writing. This is important because Sundido BV remains the owner of the goods until all obligations have been met.
9. Insurance: The other party is obliged to insure the goods delivered under the retention of title and to keep them insured against risks such as fire, explosion and water damage, and theft. The policy of this insurance must be made available to Sundido BV for inspection.
10. Pledging to Sundido BV: The other party undertakes, at the first request of Sundido BV, to pledge all claims it has against insurers with regard to the goods delivered under retention of title to Sundido BV in accordance with the provisions of the Civil Code. The other party must also pledge the claims it obtains against its customers when reselling the goods delivered under retention of title to Sundido BV upon first request.
11. Marking the goods: The other party must mark the goods delivered under the retention of title as the property of Sundido BV. This means that the goods must be recognizable to third parties as the property of Sundido BV.

Article 10 – Provision of security

1. Upon request for security: If Sundido BV has good reason to fear that the other party will not fulfill its obligations under the agreement, Sundido BV is entitled to suspend compliance with the obligations before or during the execution of the agreement. This can happen until the other party, at the request and to the satisfaction of Sundido BV, has provided security for the fulfillment of all its obligations under the agreement. This also applies if credit has been negotiated.
2. Default after expiration of the term: If the other party allows the term set by Sundido BV for providing security to expire without providing the requested security, the other party is legally in default. In that case, Sundido BV has the right to terminate the agreement without judicial intervention by means of a written statement. This does not affect the right of Sundido BV to claim full compensation.

Article 11 – Warranty

1. Warranty with manufacturer's, importer's or wholesaler's warranty: If the items sold and delivered are provided with a manufacturer's, importer's or wholesaler's warranty, only the warranty provisions established by the relevant supplier apply to these items. In other words, the applicable warranty conditions are determined by the original manufacturer, importer or wholesaler of the items.
2. Complaints for items without a special warranty: For items for which there is no specific warranty as stated in paragraph 1, the other party must complain to Sundido BV on the basis of Article 8. Article 8 deals with the complaints procedure for items for which no special warranty provisions apply. This means that in such cases the other party must contact Sundido BV for warranty claims and any complaints about the delivered goods.
3. The aforementioned provisions indicate under what circumstances the Client loses his (warranty) rights towards Sundido BV and is held liable for damage, and that he indemnifies Sundido BV against claims from third parties in connection with compensation. Here are the situations in which the Client loses his rights and is liable:
4. If other or more stringent requirements have been imposed on the work carried out and/or goods delivered by Sundido BV than were known at the time the Agreement was concluded.
5. If the damage was caused by improper use and/or improper storage (storage) of the delivered goods by the Client and/or in conflict with instructions, advice or directions from Sundido BV.
6. If the damage was caused by errors, incompleteness or inaccuracies in data, materials, information carriers, documents (documents), etc., provided and/or prescribed to Sundido BV by or on behalf of the Client.
7. If the damage was caused by instructions from or on behalf of the Client to Sundido BV
8. If the damage has arisen because the Client himself or a third party on behalf of the Client has carried out repairs or other operations or work on the delivered goods without prior written permission from Sundido BV
9. In all these cases, the Client loses his warranty rights and is liable for the damage. He must also indemnify Sundido BV against any claims from third parties regarding compensation. It is therefore important for the Client to handle the delivered goods with care, to follow instructions and instructions from Sundido BV, and to report any defects or errors in a timely manner in order to retain its warranty and liability rights.

Article 12 - Disputes and Applicable Law

1. Applicable law: Dutch law applies to all offers and agreements of Sundido BV. This means that Dutch law applies to all legal aspects of the offers and agreements between Sundido BV and the other party.
2. Competent court: In the event of disputes that may arise between Sundido BV and the other party, the district court in Groningen has exclusive jurisdiction to hear these disputes. With the exception of disputes where the subdistrict court judge has primary jurisdiction to hear, the district court in Arnhem will be the competent court. This means that in most cases any disputes will be dealt with before the court in Arnhem, unless the case falls under the jurisdiction of the subdistrict court.

Stadskanaal, March 13, 2023