GENERAL SALE AND DELIVERY TERMS AND CONDITIONS

• 1. Definitions

  In these general sale and delivery terms and conditions the following definitions apply: Purchaser: any business customer purchasing goods of the Seller (excluding consumers), or any legal successor of the business customer Seller: Axon Lab BV, Overschiestraat 184, 1062 XK Amsterdam, Netherlands with company number 856756106B01 Agreement: any agreement, including these general sale and delivery terms and conditions, between the Purchaser and the Seller.

• 2. Applicability

  • 2.1 These general sale and delivery terms and conditions are applicable to all requests, offers, assignments, purchase orders, order confirmations, agreements and other legal acts relating to the supply of goods by the Seller to the Purchaser.
  • 2.2 The Purchaser’s general terms and conditions are hereby expressly excluded. Derogating terms and any general conditions apply only if and to the extent expressly accepted in writing by the Seller for each individual case separately. If in the latter case a conflict occurs between the present terms and conditions and the terms and conditions applied by the Purchaser, then the present terms and conditions shall prevail.
  • 2.3 If the contents of the Agreement should differ from the contents of these general sale and delivery terms and conditions, then the contents of the Agreement shall prevail.
  • 2.4 The Purchaser who was contracted once on the basis of these general sale and delivery terms and conditions accepts the applicability of these conditions, as amended from time to time, to subsequent agreements between the Seller and the Purchaser, unless it has been agreed otherwise in writing.

• 3. Formation of the Agreement

  • 3.1 Any order made by the Purchaser is irrevocable, unless it is unequivocally clear from the order that the order is without obligation.
  • 3.2 Any Agreement between the Purchaser and the Seller is formed when the Seller has expressly or tacitly accepted the order from the Purchaser.
  • 3.3 Cancellation or modification of an order is only possible with the Seller’s prior written consent. Costs already incurred and any price increase due to the reduction of the order shall be borne by the Purchaser.

• 4. Prices, Invoices and Payment

  • 4.1 The prices in the catalog(s), pricelists or online store are to be understood as being denominated in EUR, VAT exclusive. The prices stated in the written order confirmation are binding, except in the event of a calculation error or incorrectly specified quantities. Express deliveries and packing in ice are invoiced separately to the Purchaser. Price modifications due to actual changed cost (e.g. costs for material, fluctuations of exchange rate, increase of customs duties etc.) are explicitly reserved without prior notice.
  • 4.2 The Purchaser shall immediately upon request by the Seller provide all information necessary to complete the invoice (e.g. VAT registration number).
  • 4.3 The Purchaser shall pay the supplied goods in euro within 30 days after the invoice date, unless otherwise agreed in writing. If for any reason the price would be indicated in another currency, the Purchaser shall nevertheless pay in euro at the exchange rate that is applicable on the invoice date.

• 5. Delivery of goods

  • 5.1 The Seller shall inform the Purchaser of the expected delivery date. However, the mere fact of exceeding the delivery time by the Seller does not result in a default. In case of an abnormal delay of delivery, the Purchaser shall be entitled to terminate the Agreement in writing per registered mail, providing the Seller at least a one month cure period after sending such written registered mail to deliver. The Purchaser waives any claim it may have in this respect.
  • 5.2 The Purchaser agrees that the Seller is entitled to make partial deliveries. The Purchaser is obliged to take the supplied goods in receipt at the corporate seat, unless another location has been agreed, and shall make sufficient space available at the ground floor for the Seller to deliver the supplied goods at the actual delivery date announced by the Seller. The Seller has no obligation to move the supplied good to any other floor than the ground floor. The Purchaser shall sign the delivery receipt for acknowledgment immediately after receipt.
  • 5.3 Pallets, containers etc. used to transport or deliver the goods shall remain the Seller’s property and shall be returned immediately after receipt of delivery.

• 6. Inspection

  The Purchaser shall inspect the supplied goods immediately on receipt. Any visible deficiencies shall be reported on the delivery receipt or otherwise in writing within three business days after receipt of the delivery. Use of the supplied goods will be deemed an acceptance of all visible deficiencies. The Seller shall replace or repair the supplied goods at its discretion in due time.

• 7. Ownership and risk

  • 7.1 Ownership shall only be transferred after receipt of the full payment of the price of the supplied goods, including but not limited to any additional costs, interest payments or damages. As long as the Purchaser has not made full payment to the Seller, the Purchaser shall (i) keep the supplied goods individualized once delivered, (ii) not make the supplied good immovable by anyway and (iii) shall mark that these goods remain the Seller’s property. The Purchaser shall inform the Seller immediately in writing when any of the supplied goods not yet paid for in full has been subject to an attachment.
  • 7.2 The risk of loss of the goods will be borne by the Purchaser as from receipt of delivery. The Purchaser shall obtain sufficient insurance coverage as from the date of transfer of the risk covering the usual risks such as natural disasters, fire, building destructions and theft.

• 8. Hardship and force majeure

  • 8.1 Faulty raw materials, production breakdown or any other events of force majeure shall relieve the Seller for the period of their duration from its contractual obligations to deliver, without entitling the Purchaser to any claims for compensation of damages.
  • 8.2 For unforeseeable events which make it impossible or unreasonably difficult for the Seller to meet out its obligations (force majeure, strike etc.) the Seller shall be entitled to terminate the contract immediately upon occurrence of such event, without either the Seller or the Purchaser being liable or entitled to any claim for compensation.

• 9. Remedies

  • 9.1 The Purchaser shall only be entitled to terminate the Agreement in case of material breach or fraud by the Seller. The Purchaser shall terminate the Agreement in writing per registered mail within due time after becoming aware of such material breach or fraud, providing the Seller at least a one month cure period starting from the date of such registered mail.
  • 9.2 Notwithstanding the previous clause, the Purchaser shall only be entitled to damages in case of breach by the Seller of its obligations under the Agreement after notifying the Seller about the breach in writing per registered mail, providing at least a one month cure period starting from the date of such registered mail.
  • 9.3 In case of nonpayment or late payment by the Purchaser, a delay interest of 1% per month shall be charged by operation of law and without prior notification to the Seller on the unpaid part of the invoice. In addition, a lumpsum of 10% of the unpaid part of the invoice shall be charged as compensation for damages (with a minimum of EUR 50), provided that the Seller remains the possibility to claim higher damages with proof of its actual damage.
  • 9.4 Nothwithstanding the previous clause, the Seller shall be entitled to terminate the Agreement if the price remains unpaid for longer than ten days. In such event, the Purchaser shall be liable for all costs to return the supplied goods back to the Seller and all costs to restore the supplied goods in an impeccable condition.

• 10. Liability and guarantee

  • 10.1 The Seller cannot in any event be held liable for any amount higher than the price effectively paid by the Purchaser for the supplied goods. Further, the Seller cannot be held liable for any losses suffered on the part of the Purchaser. The Seller expressly exonerates itself for its gross negligence and gross negligence of its employees, as well as the deliberate intent of its non-supervisory staff.
  • 10.2 The Seller’s liability for hidden deficiencies shall be limited to the deficiencies that are discovered within a six month warranty period starting after receipt of delivery. Any hidden deficiency shall be notified in writing per registered mail to the Seller within five business days after discovery. In the event of such warranty claim, the defective part shall be repaired free of charge or replaced at the Seller’s discretion. The installation and dismantling costs, as well as transport and travel costs are at the Purchaser’s expense, unless otherwise agreed in writing.
  • 10.3 The Seller shall not be liable for any damages due to natural wear, force majeure, disregard of maintenance and operating instructions, use of unsuitable operating media, software or accessories not corresponding to the specifications of the Seller, as well as manipulation of the Seller’s instrument by the customer or third parties without prior written approval.
  • 10.4 The Purchaser agrees to hold the Seller harmless for any claim from third parties concerning product liability resulting from a deficiency of the goods delivered or used by the Purchaser to third parties.

• 11. Intellectual property rights

  All intellectual property rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Purchaser shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

• 12. Severability

  If any court would deem any of the provisions of this Agreement or part thereof invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be deleted without affecting the validity and enforceability of the other provisions.

• 13. Applicable law / Disputes

  • 13.1 The legal relationship between the Purchaser and the Seller and any agreements relating to such legal relationship, shall solely be governed by the law of Netherlands. The provisions of the United Nations Convention on International Purchase Agreements (CISG, Vienna, 11 April 1980) are not applicable.
  • 13.2 All disputes between parties shall solely be settled by the competent court in Utrecht.