ARTICLE 1: DEFINITIONS

1. Prosco-x, established in Groot-Ammers, Chamber of Commerce number 73176036, referred in these terms and conditions as seller.
2. The other party of the seller referred in these terms and conditions as the buyer.
3. The parties are seller and buyer together.
4. The agreement means; the purchase agreement between the parties.

ARTICLE 2: APPLICABILITY OF GENERAL TERMS AND CONDITIONS

1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of seller.
2. Deviating from these terms and conditions is only possible if this has been agreed explicitly and in writing by the parties.

ARTICLE 3: PAYMENT

1. The full purchase price is always paid immediately in the store.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.

ARTICLE 4: OFFERS, QUOTATIONS AND PRICE

1. Offers are without obligation, unless a term of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer will lapse.
2. Delivery times in quotations are indicative and do not give buyer the right to dissolution or compensation if this is exceeded, unless parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.
4. The price stated on offers, quotations and invoices consist of the purchase price including the VAT due and any other government levies.

ARTICLE 5: RIGHT OF WITHDRAWAL

1. The consumer is entitled to terminate the contract without giving any reason within 14 days after receipt of the order (right of withdrawal). The term starts from the moment the (complete) order is received by the consumer.
2. There is no right of withdrawal when the products have been tailor-made according to its specifications.

ARTICLE 6: MODIFICATION OF THE AGREEMENT

1. If it becomes apparent during the execution of the agreement that it is necessary for the proper performance of the assignment to change or supplement the work to be performed, the parties shall adjust the agreement accordingly in due time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution can be influenced as a result. The seller will inform the buyer as soon as possible.
3. If the change or supplement to the agreement has financial and / or qualitative consequences, the vendor will inform the purchaser about this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.

ARTICLE 7: DELIVERY AND RISK TRANSITION

1. Once the purchased goods have been received by the buyer, the risk passes from seller to buyer.

ARTICLE 8: RESEARCH, ADVERTISING

1. The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case, within as short a time as possible. In doing so, the buyer should investigate whether the quality and quantity of the delivered goods correspond with what the parties have agreed, at least that quality and quantity meet the requirements that apply to normal (commercial) traffic.
2. Minor and / or customary deviations and differences in quality, quantity, size or finish cannot be invoked against seller.
3. Complaints relating to a certain product do not affect other products or parts belonging to the same agreement.

ARTICLE 9: DELIVERY

1. The Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if the delivery does not have an independent value. The seller is, upon delivery in parts, entitled to invoice these parts separately.

ARTICLE 10: FORCE MAJEURE

1. If the seller cannot, not timely or not adequately fulfil his obligations under the agreement due to force majeure, then he is not liable for damage suffered by the buyer.
2. Force majeure in any case means any circumstance with which the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as, for example, illness, war or war danger, civil war and revolt, molestation, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation, strikes, workforce exclusion, altered government measures, transport problems, and other failures in the seller’s business.
3. Furthermore, the parties under force majeure understand the circumstance that subcontractors of which the seller is dependent for the implementation of the agreement, do not fulfil the contractual obligations towards the seller, unless this can be blamed on the seller.
4. If a situation as referred to above arises as a result of which the seller cannot fulfil its obligations towards the buyer, these obligations will be suspended as long as the seller cannot meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
5. In case the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered mail.

ARTICLE 11: TRANSFER OF RIGHTS

1. Rights of a party to this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

ARTICLE 12: LIABILITY

1. Any liability for damage arising from or connected with the execution of an agreement is always limited to the amount that is paid by the closed liability insurance (s) in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.
2. The seller’s liability for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates is not excluded.

ARTICLE 13: COMPLAINTS

1. Buyer is obliged to immediately report complaints about the work performed to the seller. The complaint contains as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
2. If a complaint is well-founded, the seller is obliged to repair the goods.

ARTICLE 14: WARRANTIES

1. If guarantees are included in the agreement, the following applies. Seller warrants that the sold goods comply with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make. This guarantee applies for a period of one calendar year after receipt of the sold by the buyer.
2. The guarantee in question is intended to establish a risk distribution between the seller and the buyer such that the consequences of a breach of a guarantee are always fully at the risk and expense of the seller and that the seller can never breach a guarantee in this respect. appeals to Section 6:75 BW. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known by conducting research.
3. The said warranty does not apply if the defect arose as a result of injudicious or improper use or if – without permission – the buyer or third parties have made changes or attempted to make changes or used the purchased goods for purposes for which it is not intended.
4. If the warranty provided by the seller relates to a case produced by a third party, the guarantee is limited to the guarantee provided by that producer.

ARTICLE 15: APPLICABLE LAW

1. Dutch law is exclusively applicable to this agreement between seller and buyer. The Dutch judge is competent.
2. The applicability of the Vienna Sales Convention is excluded.
3. If one or more provisions of these general terms and conditions are regarded as unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.

ARTICLE 16: FORUM SELECTION.

1. All disputes arising from this agreement are exclusively submitted to the competent court of the District Court of the Central Netherlands.