Terms and Conditions Vijselaar

Amsterdam, 01/09/2022

Article 1: DEFINITIONS
In these general terms and conditions, the following definitions apply:

1. Vijselaar: Vijselaar Industrial Systems & Components B.V., located at Helicopterstraat 19, (1059 CE) Amsterdam, registered with the Chamber of Commerce in Amsterdam under number 33065266, being the legal entity executing the agreement.
2. Client: The natural person or legal entity that has commissioned Vijselaar for the delivery of goods or the execution of work.
3. Agreement: Any verbal or written arrangement between the Client and Vijselaar for the delivery of goods or services, or the execution of work by Vijselaar on behalf of the Client.
4. Parties: The Client and Vijselaar collectively.
5. Terms and Conditions: The present general terms and conditions.

Article 2: APPLICABILITY

1. These Terms and Conditions apply to all requests, quotes, offers, orders, purchase orders, order confirmations, Agreements, work, and other legal actions between Vijselaar and the Client.
2. The conclusion of Agreements for the delivery of goods and services by Vijselaar occurs solely based on these Terms and Conditions unless otherwise agreed in writing beforehand.
3. The most recently deposited version of the Terms and Conditions, or the version in force at the time of establishing the legal relationship with Vijselaar, shall apply. The Dutch text of the Terms and Conditions shall always be decisive for their interpretation.
4. Conditions set by the Client that deviate from these Terms and Conditions shall not apply unless expressly accepted in writing by Vijselaar beforehand.
5. The applicability of any purchasing, delivery, or other conditions of the Client is expressly rejected, whereby it is stated that in any case, Articles 17, 19, 20, 22, 23, and 24 of these Terms and Conditions shall always remain in full force.
6. A Client/customer who has entered into an Agreement with Vijselaar based on these Terms and Conditions is deemed to agree (implicitly) to the applicability of these Terms and Conditions in the event of a subsequent Agreement.
7. If one or more provisions in these Terms and Conditions are null and void, annulled by the Client, or are declared null or invalid by a judicial ruling, the remaining provisions of these Terms and Conditions shall remain in full force.
8. If Vijselaar does not demand compliance with one or more of these Terms and Conditions in specific cases or does not invoke them, it cannot be inferred that it has waived compliance with the other Terms and Conditions, nor that it may not demand strict compliance with all Terms and Conditions in the future.

Article 3: QUOTES/PRICES

1. All offers and quotes from Vijselaar— including but not limited to images, drawings, capacity statements, specifications, schedules, delivery times, price lists, material lists, information on the website, and other documentation—are entirely non-binding unless expressly stated otherwise in writing by Vijselaar. If a quote contains a non-binding offer and this offer is accepted by the Client, Vijselaar has the right to revoke the offer no later than 2 working days after receipt of the acceptance. Offers are based on the information provided by the Client or applicant; if it turns out that the provided information deviates from the prevailing or factual circumstances after the offer, no rights can be derived from Vijselaar's offer(s).
2. Quotes are made by Vijselaar based on the (day/purchase) prices, cost factors (such as, but not limited to, labor costs, government charges, freight, insurance premiums), and delivery times applicable at the time of the offer. Any price increases, for whatever reason, may be passed on to the Client. Typographical errors are reserved.
3. If, for any reason, changes occur in the cost price after the conclusion of the Agreement due to wage increases, rising material/raw material prices, exchange rate changes, or otherwise, Vijselaar reserves the right to charge these changes to the Client, stating the reason.
4. Quotes for products apply solely to the quoted quantities. In the case of ordering different quantities, Vijselaar reserves the right to adjust the prices.
5. For the delivery of customized products, Vijselaar reserves the right to deviate from the ordered quantity by a maximum of 10%.
6. Vijselaar has no obligation to investigate the information provided by the Client in quote requests and/or orders. This information provided by the Client is deemed to be correct concerning at least the specified quantities and technical specifications, and is further assumed to contain the complete representation of the purpose for which the products or services are intended. No rights can be derived from any technical advice from Vijselaar.
7. Unless expressly agreed otherwise, the prices are ex factory/warehouse, excluding transport and/or shipping, packaging, insurance, and/or any rights or taxes imposed by or on behalf of the government (including customs).
8. All prices and rates are in Euros (€) and exclude value-added tax, unless expressly stated otherwise.
9. A composite price quotation does not obligate Vijselaar to deliver part of the offer included in this price quotation at a corresponding part of the price.

Article 4: CONCLUSION OF AGREEMENTS

1. The Agreement is concluded after the Client has accepted the offer made by Vijselaar within 30 days or another agreed date.
2. If the Client provides Vijselaar with an order or places an order without a preceding offer, Vijselaar is only bound to this order after it has confirmed it in writing to the Client.
3. Vijselaar is only bound by verbal agreements after it has confirmed them in writing to the Client or as soon as Vijselaar—without objection from the Client—has begun to execute these agreements.
4. The date for the conclusion of the Agreement is the date of dispatch of Vijselaar's written order confirmation or the first day of actual execution.
5. If Vijselaar performs any service at the request of the Client before a written Agreement, as mentioned in the previous section, has been concluded, Vijselaar is entitled to demand payment for this in accordance with the applicable rates.
6. Additions or changes to the Agreement bind Vijselaar only after they have been confirmed in writing to the Client.

Article 5: MODIFICATION OF ASSIGNMENT / ADDITIONAL WORK

1. After written acceptance of the assignment by Vijselaar, or commencement of the execution of the work according to the quote and assignment, the assignment cannot be unilaterally changed by the Client, and Vijselaar is entitled to execute the assignment according to the Agreement and demand payment for it.
2. If the Client wishes this, Vijselaar will, in such cases, issue a new quote regarding the desired changes to the assignment. In consultation with the Client, it will be considered whether, and if so, to what extent, it is possible to use the work already performed and costs incurred for the desired changes. The costs associated with this will be borne by the Client.
3. Additional work is considered any adjustment of the agreed work for any reason, and in any case, all that is agreed upon (additionally) by Vijselaar and the Client during the execution of the Agreement (whether or not recorded in writing), all that is delivered and/or performed above the expressly defined quantities in the quote or order confirmation, or all that is performed by Vijselaar beyond or deviating from the expressly defined work in the quote or order confirmation. Vijselaar is entitled to charge the additional costs in the aforementioned situations to the Client after notifying the Client of this.

Article 6: EXECUTION / OBLIGATIONS OF THE CLIENT

1. Unless expressly agreed otherwise in writing, the execution takes place entirely under the responsibility and according to the instructions of Vijselaar.
2. During installation at the Client's location, the Client must ensure that the installation where the work is to be performed is easily accessible, available, and free of obstacles for Vijselaar's (vehicles).
3. Any work to be performed by third parties engaged by the Client must be carried out in such a manner and in such a timely manner that the execution of the work by Vijselaar does not experience delays, failing which Vijselaar is entitled to charge the additional costs incurred in this regard to the Client.
4. The Client shall ensure, at its own expense, that there is, in the opinion of Vijselaar, sufficient opportunity for the supply, secure storage, and removal of materials and tools from Vijselaar, raw materials, as well as for, if necessary, possibilities for connecting electrical machines, lighting, heating, gas, compressed air, water, and other necessary facilities for execution.
5. In the event of delays caused by the unavailability of the relevant installation(s), the execution period shall be extended accordingly, and the costs arising therefrom shall be borne by the Client.
6. The Client is responsible for all necessary safety and other precautionary measures (whether or not imposed by the government) and shall maintain these. The Client shall inform Vijselaar in writing of the prevailing measures and risks.

Article 7: ENGAGING THIRD PARTIES
Vijselaar always has the right to have deliveries or work performed by third parties. This is at Vijselaar's discretion without requiring the Client's consent.

Article 8: DELIVERY AND DELIVERY TIMES

1. The delivery times specified by Vijselaar are always non-binding and can never be considered as fatal deadlines; Vijselaar is not liable for exceeding delivery times. If Vijselaar fails to meet its obligations under the Agreement or fails to do so on time, it must be put in default by the Client in writing, granting it a reasonable period to still fulfill its obligations.
2. The delivery time starts on the day that Vijselaar has all (agreed or not) necessary information and documents at its disposal. The moment the goods are separated in Vijselaar's warehouse or handed over to the carrier will be considered the time of delivery. The risk also passes to the Client at that moment. This applies in cases where Vijselaar needs to assemble or commission the goods outside its factory/warehouse. Vijselaar will inform the Client about the separation in the warehouse of Vijselaar or the handover to the carrier.
3. Vijselaar is entitled to deliver and/or execute in parts, whereby it can invoice each partial delivery or phase separately.
4. The transport of the goods to be delivered within the Netherlands is arranged by and at the expense of Vijselaar, unless otherwise agreed.
5. The risk of transport is borne by the party that arranges the transport.
6. Upon delivery of the goods, the Client must ascertain the condition of the delivered goods. If there is damage to the goods, the Client must inform Vijselaar immediately and completely, failing which Vijselaar cannot be held liable for any compensation.
7. If it is not possible to deliver the ordered goods to the Client due to a cause within the risk sphere of the Client, or if the goods are not collected, Vijselaar is entitled to have the goods delivered or stored at the expense and risk of the Client. Unless Vijselaar has explicitly set a different deadline in writing, the Client must enable Vijselaar to deliver the goods within 1 month after notification of the storage, or the Client must collect them.
8. If the Client remains in default of its obligation to take delivery even after the period mentioned in paragraph 7 of this article, it is immediately in default, without any prior notice of default being required. Vijselaar then has the right to dissolve the Agreement immediately, without judicial intervention, by means of a written statement, in whole or in part, and to sell the goods to third parties. This is without any obligation for Vijselaar to compensate damages, costs, and interest.
9. The foregoing does not affect the Client's obligation to compensate any (storage) costs, delay damages, lost profits, or other damages.

Article 9: CALL-OFF ORDERS

1. Unless explicitly agreed otherwise, the maximum term within which call-off orders must be delivered is set at twelve months after placing the order; if this period is exceeded, costs and interest loss may be charged due to the exceeding of that period, while Vijselaar is free to deliver and invoice the remainder of the relevant call-off order.

Article 10: DATA

1. The dimensions, weights, and other technical data specified in the offers, catalogs, circulars, and other promotional materials of Vijselaar, as well as the images presented therein, are only approximate and non-binding, unless a guarantee has been explicitly provided in writing. Printing errors are reserved.

Article 11: PACKAGING

1. The choice and method of packaging of the goods to be delivered by Vijselaar is determined by Vijselaar or its suppliers. Vijselaar is entitled to charge these packaging costs.
2. Used packaging will not be taken back unless otherwise agreed.
3. Loan packaging, including but not limited to reels and grid boxes, can be delivered against a deposit and must always be returned to Vijselaar undamaged within a term set by Vijselaar, after which the deposit will be credited.
4. The packaging of goods to be delivered by Vijselaar may be determined by the Client but must be adjusted according to the expertise of Vijselaar. Any costs will be charged to the Client.

Article 12: (INTELLECTUAL) PROPERTY

1. All rights of intellectual and/or industrial property, including but not limited to copyright, design rights, patent rights, trademark rights, and/or any other rights, concerning all items manufactured and/or provided by Vijselaar under the Agreement, rest solely with Vijselaar or its suppliers. The Client is explicitly prohibited from showing or providing to third parties, reproducing, making public, or exploiting, among other things but not limited to, drawings, models, tools, calculations, advice, (model) contracts, and other intellectual products produced by Vijselaar, in the broadest sense of the word, whether or not with the involvement of third parties, except for obtaining an expert opinion on the work of Vijselaar or with the prior written consent of Vijselaar.
2. Molds, forms, dies, or other auxiliary tools, made by or on behalf of Vijselaar, remain its property. These will be kept for 3 years after delivery of the last order. After the expiration of this term, Vijselaar is entitled to destroy these without any (compensation) or notification.
3. The Agreement concluded between the Parties does not involve any transfer or obligation to transfer an intellectual property right of Vijselaar to the Client.
4. The intellectual property rights that Vijselaar uses under license may never be modified, reproduced, disclosed, or exploited by the Client.
5. The Client guarantees that it is entitled to use the information and documents originating from the Client and indemnifies Vijselaar against any claims from third parties based on the infringement of an alleged intellectual property right.
6. In case of violation of the provisions of this article, the Client is obliged to fully compensate all damages suffered by Vijselaar and by third parties, plus statutory interest and extrajudicial (collection) costs.

Article 13: RETENTION OF TITLE

1. Vijselaar retains ownership of all delivered and yet to be delivered items, even if these are mounted at the location of the Client or third parties, until the moment the Client has fulfilled all its payment obligations towards Vijselaar.
2. The payment obligations referred to in paragraph 1 are the Client's payment obligations arising from the Agreement under which Vijselaar has delivered or is to deliver goods or has performed or is to perform services, obligations of the Client regarding work performed related to the delivery, obligations arising from any (previous) claim of Vijselaar against the Client due to non-fulfillment by the Client of that (previous) Agreement, and other claims due to attributable failure of the Client in the fulfillment of its obligations, including the payment of damages, extrajudicial (collection) costs, interest, and any fines.
3. In the case of the delivery of identical, non-individualizable goods, the goods belonging to the oldest invoices are deemed to be sold first. The retention of title therefore applies at all times to all delivered goods that are still in the stock, store, and/or inventory of the Client at the time of invoking the retention of title.
4. Goods on which a retention of title rests may be resold by the Client in the context of normal business operations, provided that it has also stipulated a retention of title on the delivered goods with respect to its buyers.
5. As long as a retention of title rests on the delivered goods, the Client is not entitled to grant (security) rights to third parties regarding these goods, to encumber them otherwise, or to place them in the actual power of a financier.
6. The Client is obliged to inform Vijselaar in writing without delay if third parties claim ownership or other rights to the goods on which a retention of title rests, or if third parties seize goods delivered under retention of title.
7. The Client is obliged to carefully keep the goods on which a retention of title rests until the moment it has fulfilled all its payment obligations towards Vijselaar, as identifiable property of Vijselaar.
8. The Client must ensure that a business insurance or household contents insurance is in place so that the goods delivered under retention of title are always insured and must provide Vijselaar with access to the insurance policy and the associated premium payment proofs upon first request.
9. If the Client acts in violation of the provisions of this article, is in default with the fulfillment of its payment obligations, or if Vijselaar invokes the retention of title, Vijselaar is entitled to dissolve the Agreement without further notice of default by means of a written statement and to reclaim the goods, deducting any amounts already paid. This is without prejudice to Vijselaar's right to compensation for damages, lost profits, and interest.
10. In the event of processing, altering, or mixing of the delivered goods by or at the Client's premises, Vijselaar acquires co-ownership of the newly created or assembled goods, corresponding to the value or share corresponding to the value of the delivered goods. The Client is obliged to clearly separate the delivered goods as long as the ownership has not passed due to non-payment and to keep them separate. However, the Client bears full liability for and risk of the goods from the moment the goods have been made available to it.
11. The Client is obliged to return the unpaid goods undamaged to Vijselaar and authorizes Vijselaar, by entering into transactions, to retrieve these goods itself and to allow Vijselaar or an appointed representative to enter the premises where the goods are or may be located.
12. The right of retrieval also applies if circumstances arise from which Vijselaar can deduce that there is a danger that the goods will not be paid for in time, even if payment is not yet due.

Article 14: RIGHT OF RETENTION

1. Vijselaar is entitled to suspend the delivery of ordered goods as well as the return of the goods of the Client that are under Vijselaar's management for assembly or revision, if and as long as:
2. The Client does not fully meet the costs of the work done on the goods;
3. The Client does not fully meet the costs of previous work performed by Vijselaar on the goods or delivered goods;
4. The Client does not fully meet other claims arising from the contractual relationship with Vijselaar.
5. Vijselaar is obliged to manage these goods according to sound business practices without the Client being able to assert any right to compensation in the event of destruction, (partial) loss, and/or damage not attributable to Vijselaar. The risk of the goods remains with the Client.

Article 15: PAYMENT

1. If payment after invoicing has been agreed upon, payment must be made within 30 days of the invoice date, unless the parties have expressly agreed otherwise in writing. The correctness of an invoice is established if the Client has not objected within the payment term of 30 days.
2. In the event of late payment as referred to in paragraph 1, Vijselaar is entitled to suspend, stop, or delay any subsequent (partial) deliveries.
3. If an invoice is not paid in full after the expiry of the term referred to in paragraph 1, the Client is automatically in default, without any notice of default being required, and the Client owes Vijselaar statutory (commercial) interest, increased by a contractual late payment interest of 4%, on the principal amount from the due date of the relevant invoice until the day of full payment, without prejudice to further rights of Vijselaar.
4. In the event of late or incomplete payment by the Client, Vijselaar is also entitled, without the need for a prior reminder or notice of default, to charge the Client (extrajudicial) collection costs, even if the actual costs exceed the court costs awarded.
5. Contrary to paragraphs 3 and 4 of this article, for Clients acting in the capacity of a consumer, they will first be put in default in writing in the event of late or incomplete payment, with a request to pay within a period of 14 days before claims for statutory interest and extrajudicial collection costs are made. This period starts the day after receipt of the notice of default.
6. The extrajudicial collection costs referred to in paragraph 4 are:
   • 15% on the first €2,500.00 of the principal amount, with a minimum of €40.00;
   • 10% on the next €2,500.00 of the principal amount;
   • 5% on the next €5,000.00 of the principal amount;
   • 1% on the next €190,000.00 of the principal amount;
   • 0.5% on the remaining amount above €200,000.00 of the principal amount, with a maximum of €6,775.00.
7. For the calculation of the extrajudicial collection costs, Vijselaar is entitled, after one year, to increase the principal amount by the cumulatively accrued late payment interest in that year in accordance with paragraph 3 of this article.
8. In the absence of full payment by the Client, Vijselaar is entitled to terminate the Agreement without further notice of default or judicial intervention by means of a written statement, unless there is a consumer purchase, or to suspend its obligations under the Agreement until payment has been made or the Client has provided adequate security for this. Vijselaar also has the aforementioned right of suspension if it already has reasonable grounds to doubt the creditworthiness of the Client before the Client is in default with payment.
9. Payments made by the Client will first be deducted by Vijselaar from all owed interest and costs and then from the outstanding invoices that have been due the longest.
10. The Client is not entitled to offset claims from Vijselaar against any counterclaims it has against Vijselaar, unless there is a consumer purchase. This also applies if the Client requests (provisional) suspension of payment or is declared bankrupt.
11. Vijselaar is entitled at any time to demand cash payment or (partial) advance payment or any other security for payment from the Client.

Article 16: SECURITY

1. Notwithstanding the agreed payment conditions, Vijselaar is entitled at any time to demand security in the form of a bank guarantee or otherwise before proceeding with the execution of the Agreement or continuing with an already started execution. Refusal by the Client to provide the requested security gives Vijselaar the right to consider the Agreement terminated, without prejudice to its rights to reimbursement of costs, damages, and loss of profit.

Article 17: PAYMENT DEFAULT

1. Without prejudice to the provisions in the other articles of these Conditions or the provisions in the law, Vijselaar is entitled to terminate the Agreement without further notice of default and without judicial intervention by means of a written statement to the Client, at the moment when the Client:
   • Is declared bankrupt or an application for its bankruptcy has been made;
   • Requests (provisional) suspension of payment;
   • Is subjected to seizure;
   • Is placed under guardianship or supervision;
   • Otherwise loses the authority to dispose of or the capacity to act concerning its assets or parts thereof;
   • The Client's business is (partially) dissolved, liquidated, transferred, or ceased;
   • Dies.
2. The provisions in paragraph 1 of this article apply unless the curator or supervisor recognizes the obligations arising from the Agreement as estate debts.
3. The Client is at all times obliged to inform the curator or supervisor of the contents of the Agreement and these general conditions.

Article 18: COMPLAINTS AND RETURNS

1. The Client is at all times obliged to inspect the goods immediately upon delivery to determine whether the delivery corresponds to the Agreement.
2. Complaints regarding the delivery made by Vijselaar, including the invoicing thereof, must be submitted in writing to Vijselaar within 14 days after the goods have been delivered to the other party or after invoicing, failing which the delivered goods are deemed to have been received in good condition, and the work is deemed to have been performed correctly, and the Client can no longer make a complaint. All consequences of not reporting immediately are at the Client's risk.
3. Complaints do not suspend the payment obligation of the Client, unless there is a consumer purchase.
4. Vijselaar must be given the opportunity to investigate the complaint. If the investigation into the complaint requires a return shipment, this investigation shall always be at the expense and risk of the Client. Returns of goods that are not delivered after mutual consultation and approval from Vijselaar will be refused.
5. In all cases, returns must be made in a manner determined by Vijselaar and in the original packaging or packaging.
6. If the Client returns goods to Vijselaar due to a cause that falls within the Client's risk area, Vijselaar is entitled to charge 10% of the invoice value of these goods as "handling costs."
7. Delivered goods can only be returned with the approval of Vijselaar, with the exception of consumer purchases. Returns only apply to standard items. Custom-made goods or goods made according to the Client's specifications will not be taken back, which also applies in the case of consumer purchases. If the goods have changed in nature and/or composition after delivery, have been processed, damaged, or repackaged, the right to complain is void.
8. Only if there is a distance consumer purchase (in the case that the Client, as a natural person, not acting in the capacity of profession or business, purchases materials or products by phone or digitally without having seen them prior to delivery), the Client has the right to revoke the Agreement within 14 days after receiving the material or product, which period starts the day after receipt.
9. The handling of a complaint does not exempt the Client from its payment obligation within the stipulated period.

Article 19: FORCE MAJEURE

1. If Vijselaar is unable to meet one or more of its obligations due to circumstances beyond its control, Vijselaar is entitled to terminate the Agreement in whole or in part without judicial intervention by registered letter or by email, or to suspend its execution in whole or in part, without being liable for any damages.
2. The circumstances referred to (“force majeure”) include, among other things, acts of war, natural disasters, mobilization, statutory and governmental measures that hinder or restrict import, export, production, and/or delivery, strikes, sabotage, business occupations, and other business disruptions, lack of labor, energy, or raw materials, personnel shortages, transport difficulties, deficiencies of suppliers, as well as all other circumstances that Vijselaar cannot reasonably foresee or are outside Vijselaar's influence, without needing to demonstrate their influence on the execution of the Agreement.
3. If a force majeure situation occurs while the Agreement has already been partially executed, the Client is obliged to fulfill its obligations to Vijselaar until that moment.

Article 20: TERMINATION / SUSPENSION

1. If the Client wishes to terminate the Agreement prior to or during its execution, it owes Vijselaar a compensation to be determined by Vijselaar. This compensation includes all costs already incurred by Vijselaar and the damage suffered and to be suffered by it due to the cancellation, including at least the lost profit. Vijselaar is entitled to charge 100% of the agreed price to the Client.
2. The Client is liable to third parties for the consequences of the aforementioned termination and shall indemnify Vijselaar against any claims from these third parties arising therefrom.
3. Vijselaar is entitled to offset all amounts already paid by the Client against the compensation owed by the Client.
4. In the event of suspension of the execution of the Agreement at the request of the Client, Vijselaar is entitled to charge the Client for all work already performed and/or costs incurred at that time, as well as the hours reserved for the suspension period.
5. If the execution of the Agreement cannot be resumed after the agreed suspension period, Vijselaar is entitled to terminate the Agreement by means of a written statement to the Client without judicial intervention. If the execution of the Agreement is resumed after the agreed suspension period, the Client is obliged to reimburse any costs incurred by Vijselaar as a result of this resumption.

Article 21: WARRANTY

1. A warranty is provided for goods manufactured by Vijselaar itself for a period of six months after delivery, unless a different period and/or starting date has been agreed upon in writing.
2. The warranty covers the replacement, or at Vijselaar's discretion, the best possible repair of any material and manufacturing defects in the delivered goods during the warranty period, provided that these defects are reported in detail to Vijselaar within 14 days of discovery, or at least 14 days after the defect could reasonably have been discovered. All replaced parts become the property of Vijselaar. Instead of repairing or replacing the delivered item, Vijselaar may choose to refund the purchase price.
3. Repairs, whether covered by the warranty or not, will only be carried out in mutual consultation. Repair shipments and/or shipments for inspection under the warranty must always be delivered at the sender's expense, except as required by mandatory legal provisions.
4. If Vijselaar has to perform repairs or inspections outside its own company, it is entitled to charge travel and accommodation costs.
5. Wear-sensitive parts, including but not limited to wheels, bearings, and sliding parts, subject to normal wear and tear, are excluded from warranty.
6. The warranty obligation expires if defects in the delivered goods are wholly or partially the result of actions by the Client, such as improper storage, transport in inadequate packaging, incorrect, careless, or unskilled use or installation, failure to observe licensing conditions or instructions from the manual, or are wholly or partially the result of external causes such as fire and water damage. Furthermore, the warranty obligation expires in the absence of serial numbers, or if the Client makes changes to the goods or to the parts provided by Vijselaar in the context of maintenance or warranty without Vijselaar's permission. The costs incurred by Vijselaar in such cases, including research costs (with a minimum of one hour) and transportation costs, may be charged to the Client at the rates applicable at that time.
7. Defects that are repaired by or on behalf of the Client without Vijselaar's permission fall outside any warranty and will not be accepted as such.
8. In the case of replacement or repair, the original warranty period for the replaced or repaired product remains in effect.
9. Alleged non-compliance with warranty obligations by Vijselaar does not release the Client from obligations arising from any Agreement with Vijselaar. The right to suspension on the part of the Client is excluded. Non-compliance by the Client with (one of) its obligations releases Vijselaar from its warranty obligation.
10. Warranties are only provided to the Client and are not transferable to third parties.
11. For the supply of trade goods that Vijselaar procures from third parties and resells unprocessed, Vijselaar assumes only those warranties that its supplier provides to it. Further warranties will only be issued by Vijselaar if a written statement has been provided for this purpose.
12. Vijselaar does not grant any further warranties than the obligation to replace/repair the delivered product that has material defects, for which Vijselaar cannot be held liable for compensation for further damage.
13. The right to warranty does not apply during the period that the Client has not, not completely, or not timely fulfilled one or more obligations under the Agreement.
14. Work and costs, including repair costs, outside the scope of this warranty will be charged by Vijselaar to the Client at the applicable rates.

Article 22: LIABILITY FOR PRODUCTS

1. Apart from any explicitly agreed upon or provided guarantees by Vijselaar, Vijselaar accepts no liability towards the Client or third parties.
2. Any liability of Vijselaar for consequential damages, including but not limited to business losses, loss of profit and/or incurred loss, delay damages, and/or personal or bodily injury, is expressly excluded. Vijselaar is under no circumstances liable for indirect damages, including loss of data, consequential damages, lost profits, missed savings, and damages due to business stagnation.
3. Vijselaar is never liable for (bodily) injury caused by assistance provided by its helpers, subordinates, and/or other third parties during the execution of work at the Client arising from unlawful acts, negligent behavior, omissions, and recklessness, or for damages suffered by third parties, unless otherwise required by mandatory legal provisions. The Client is obliged to indemnify Vijselaar for any form of damages suffered by third parties and all claims from third parties.
4. The Client is required to take all necessary measures to prevent or limit the damage.
5. If Vijselaar is liable for damages suffered by the Client, the liability for damages of Vijselaar is at all times limited to a maximum amount that is paid out by its insurer in the relevant case. In the event that Vijselaar's insurer does not pay out or the damage is not covered by an insurance policy taken out by Vijselaar, the liability for damages of Vijselaar is limited to a maximum of the net invoiced or yet to be invoiced amount for the delivered goods and/or the performed work. A written rejection by the relevant insurer of the claimed damages will suffice as proof.
6. The Client must immediately address Vijselaar in writing after becoming aware of or being able to become aware of the damages suffered by it, granting Vijselaar a reasonable period to fulfill its obligations.
7. Vijselaar is not liable for damages caused by a defect in its products if:
   • Vijselaar has not put the product into circulation;
   • Considering the circumstances, it is likely that the defect that caused the damage did not exist at the time when Vijselaar put the product into circulation, or that this defect arose later;
   • The product was neither manufactured by Vijselaar for sale or for any other form of distribution with an economic purpose nor was it manufactured or distributed in the context of Vijselaar's business operations;
   • The damage was caused by improper use or use contrary to the intended purpose of the delivered product or the instructions, advice, operating instructions, maintenance instructions, warranty provisions, etc., provided by or on behalf of Vijselaar;
   • Due to improper storage (storage) or insufficient or poor maintenance of the delivered goods;
   • Due to errors or omissions in the information, documents, or materials provided or prescribed by or on behalf of the Client to Vijselaar;
   • Due to instructions or directions from or on behalf of the Client;
   • Because repairs or other work or processing on the delivered goods have been carried out by or on behalf of the Client without the explicit prior consent of Vijselaar;
   • Due to careless actions by the Client, the Client's personnel, or others engaged by it.
   • The defect is a result of the fact that the product complies with mandatory government regulations;
   • It was impossible to discover the existence of the defect based on the state of scientific and technical knowledge at the time when Vijselaar put the product into circulation;
   • Regarding the manufacturer of a component, the defect is due to the design of the product of which the component is a part, or due to the instructions provided by the manufacturer of the product. The Client indemnifies Vijselaar against claims and demands based on such damages or related to it.
8. Vijselaar accepts no liability for damages that may arise from the infringement of patents, licenses, and/or other intellectual property rights of third parties as a result of the use of data provided by or on behalf of the Client, such as drawings and models in the broadest sense. If Vijselaar refers in the Agreement concluded with the Client to technical, safety, quality, and/or other regulations relating to products, the Client is deemed to be aware of these unless it promptly informs Vijselaar in writing to the contrary. In that case, Vijselaar will provide further information about these regulations. If Vijselaar assists in the assembly and/or making ready for operation, without this being specified in the order, this will occur at the request and at the expense and risk of the Client.
9. The limitations of liability set out in this article do not apply if the damage is due to intent and/or conscious recklessness of Vijselaar or its management personnel at the executive level, or if mandatory statutory provisions oppose this. Only in these cases will Vijselaar indemnify the Client against any claims from third parties against the Client.
10. Any claim against Vijselaar, unless acknowledged by Vijselaar, expires after 12 months from the occurrence of the claim.

Article 23: LIABILITY FOR TRADE GOODS

1. Any liability of Vijselaar arising from any Agreement concerning trade goods supplied by it is hereby excluded.
2. Vijselaar is also not liable to the Client for delay damages and/or (consequential) damages arising because suppliers do not have the trade goods to be supplied to Vijselaar in stock or otherwise fail towards Vijselaar, or because the trade goods ordered by Vijselaar are not delivered in accordance with the order or not timely by suppliers.
3. Vijselaar is obliged to provide the Client with all cooperation and information necessary for holding the supplier or producer who delivered or should have delivered the goods to Vijselaar liable.
4. Vijselaar will—provided this does not incur costs or liabilities for it—grant all cooperation to the Client to hold the supplier/producer liable, including cooperating in the assignment of any claim of Vijselaar regarding the damages of Vijselaar on the supplier/producer or substituting the Client in the position of Vijselaar.

Article 24: INDEMNITY

1. The Client indemnifies Vijselaar from any claims that third parties may assert against Vijselaar in connection with the execution of an Agreement concluded with Vijselaar, insofar as the law does not oppose that the relevant damages and costs are borne by the Client.
2. If the Client processes/modifies the delivered goods into/a new product or resells the delivered goods to a third party, all possible liabilities of Vijselaar will automatically transfer to the Client.

Article 25: APPLICABLE LAW

1. Only Dutch law applies to the Agreement concluded between Vijselaar and the Client. The applicability of the Vienna Sales Convention is expressly excluded.
2. Disputes that may arise between the Parties will, subject to mandatory legal provisions, only be settled by the competent court in Amsterdam.
3. Unless proven otherwise, the data recorded in Vijselaar's administration regarding the Agreement shall be decisive.