Algemene voorwaarden

General Terms and Conditions Senzora B.V. Filed with the Chamber of Commerce on January 13, 2020

1. Definitions

1.1 In these General Terms and Conditions, the following terms are used with the following meanings, unless expressly stated otherwise.

The Supplier: the user of the General Terms and Conditions;

Counterparty: the natural person or legal entity that receives offers from the Supplier or enters into agreements with the Supplier;

Agreement: the agreement between the Supplier and the Counterparty.

2. Applicability/Conversion
2.1 These General Terms and Conditions apply to all legal relationships between Senzora B.V. (hereinafter referred to as: “the Supplier”) and its Counterparty. Accepting an offer or placing an order implies that the Counterparty accepts the applicability of these General Terms and Conditions.

2.2 Deviations from these General Terms and Conditions are only permitted in writing. 2.3 The applicability of general and/or special terms and conditions of the counterparty is excluded, unless the supplier has accepted the applicability of such terms and conditions in writing.
2.4 These General Terms and Conditions also apply to all agreements with the supplier for the execution of which third parties are engaged by the supplier.
2.5 Provisions deviating from these General Terms and Conditions, the applicability of which has been agreed between the supplier and the counterparty for a separate agreement, do not apply to other offers, orders, quotations, and agreements between the supplier and the counterparty.
2.6 If these General Terms and Conditions are or become partially invalid or unenforceable, or if no reliance can be placed on any provision in these General Terms and Conditions, the parties shall remain bound by the remaining part. The parties shall replace the invalid or unenforceable part with provisions that are valid and binding and whose legal consequences, having regard to the content and purport of these General Terms and Conditions, correspond as much as possible to those of the invalid or unenforceable part. 2.7 The supplier reserves the right to amend or supplement these terms and conditions from time to time. The version most recently filed, as it reads at the time of the conclusion of the agreement, shall always apply.

3. Offers/Conclusion of Agreement
3.1 Every offer made by the supplier is without obligation and must be considered as a whole, unless expressly deviated from in writing.
3.2 If the counterparty places an order, the agreement is only concluded when the supplier accepts it in writing, sends an order confirmation electronically, or commences the execution thereof.
3.3 Samples or models shown or provided in catalogues or electronically serve only as an indication, without the delivered item needing to conform thereto.

The supplier is not obliged to resupply previously delivered products if these products have been removed from the supplier’s production or sales program. 3.4 The supplier cannot be held to its offers if the counterparty, in accordance with the principles of reasonableness and fairness and generally accepted views in commercial practice, ought to have understood that the offer or any part thereof contains an obvious error or clerical mistake.

4 Prices
4.1 All prices are ex warehouse and exclusive of value added tax (VAT).

4.2 In the event of a change in the factors on which the supplier’s prices are based, the supplier has the right to increase the offered prices after the offer or the conclusion of the agreement. If the supplier increases the offered prices within a period of three months after the conclusion of the agreement, the counterparty is entitled to dissolve the agreement in whole or in part without the supplier being liable for any compensation.

5. Delivery
5.1 Delivery takes place at the address of the counterparty, unless expressly agreed otherwise.

5.2 The counterparty is obliged to take delivery of the purchased goods at the time of delivery, or at the moment they are delivered to him. The other party must furthermore ensure sufficient loading and unloading facilities and the shortest possible waiting time for delivery. If the other party refuses acceptance or is negligent in providing information or instructions necessary for delivery, the other party shall be liable for all additional costs.
5.3 At the moment of delivery, the risk of the delivered goods passes to the other party.

6. Delivery time
6.1 A delivery time specified by the supplier is based on the circumstances prevailing at the time of concluding the agreement and, insofar as it depends on the performance of third parties, on the circumstances established by those

third parties provided data to the supplier. The delivery time will be observed by the supplier as much as possible.
6.2 The agreed delivery time is an indication and shall never be considered a firm deadline, unless expressly agreed otherwise. In the event of late delivery, the counterparty must notify the supplier in writing of the default and grant him a reasonable period to still fulfill his obligations.
6.3 If the supplier requires data from the counterparty for the purpose of the execution of the agreement, the delivery time commences after the counterparty has provided this data to the supplier.
6.4 In the event of exceeding the delivery time, the counterparty is not entitled to any compensation in this regard.

7. Partial deliveries
The supplier is entitled to perform in parts. If the goods are delivered in parts, the supplier is entitled to invoice each part separately, unless a partial delivery has no independent value.

8. Transport/risk
8.1 Shipment and transport are at the expense of the supplier. 8.2 As soon as the sold item has been delivered to the counterparty by the supplier or a carrier designated by the supplier, the item is at the risk of the counterparty from the moment of delivery, even if ownership has not yet passed to the counterparty.

9. Packaging
9.1 Packaging intended for repeated use remains the property of the supplier. The counterparty is obliged to return the packaging intended for reuse to the supplier. Return shipment shall be at the expense of the counterparty.

9.2 The supplier is entitled to set a period within which the return of the packaging intended for reuse must take place.

9.3 The supplier is obliged to take back the packaging returned by the counterparty within the period set as referred to in paragraph 2 at the price charged by the supplier to the counterparty for it, unless the counterparty has been notified of this price change at least three months prior to the date on which a different price will apply. 9.4 The supplier’s obligation to take back and refund the calculated price applies only if the packaging intended for reuse is in good condition, is clean, and contains no waste.

10. Retention of Title
10.1 The goods delivered by the supplier to the counterparty remain the property of the supplier until the amounts owed by the counterparty have been paid in full. Ownership of the delivered goods, notwithstanding actual delivery, shall only pass to the counterparty after the counterparty has fully paid everything owed in respect of any agreement with the supplier. This includes compensation for interest and costs, including those relating to previously executed orders. 10.2 If, pursuant to paragraph 1, the Supplier claims the goods subject to the retention of title as his property and retrieves these goods for that purpose or delivers them to a third party longa manu, the Supplier’s claim against the Counterparty in respect of these goods shall be reduced, up to the total amount owed by the Counterparty to the Supplier, by the market value of the goods thus retrieved at the moment of retrieval. The market value is equal to the purchase price that has been, or could have been, realized through the private or public sale to third parties of the retrieved goods.
10.3 Subject to the provisions of Article 10.4, the Counterparty may not encumber, resell, alienate, rent out, lease, pledge, or otherwise burden the delivered goods before ownership thereof has passed to him. Until the actual transfer of ownership has taken place, subject to other provisions and obligations, the delivered goods may only be used in a manner corresponding to the intended purpose as determined or reasonably expected at the time of concluding the agreement.
10.4 The Counterparty is only entitled to sell or deliver the delivered goods, of which the supplier is the owner, to third parties insofar as this is necessary within the framework of the Counterparty’s normal business operations. In the event of resale, the Counterparty is obliged to stipulate a retention of title clause with its customers.
10.5 The Counterparty undertakes to make the delivered goods available at the first request of the supplier or of (legal) persons to be designated by the supplier, and hereby grants irrevocable authorization to enter the place where the delivered goods are located in order to take possession of the goods subject to retention of title. 10.6 In the event of attachment, (provisional) suspension of payment, or bankruptcy, the counterparty must immediately notify the attaching bailiff, the administrator, or the trustee of the supplier’s (ownership) rights.

11. Payment
11.1 Invoices from the supplier

Payment must be made no later than the invoice due date in a manner to be indicated by the supplier. The date of payment is considered to be the value date on which the supplier receives the payment.

11.2 Payment must be made in the agreed currency without discount or recourse to set-off.

11.3 If the counterparty fails to pay within the agreed period, it shall be in default from the invoice due date, without prior notice of default being required.

11.3 The counterparty owes 1.5% interest per month on the outstanding amount from the due date.

11.4 Objections to the amount of the invoices do not suspend the payment obligation.

11.5 Payments made by the counterparty shall be applied first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal amount and the current interest. 11.6 In the event of late payment, the counterparty shall owe the extrajudicial costs incurred in connection with the collection, which costs amount to 15% of the principal sum, with a minimum of €250.00. Extrajudicial costs shall in any case be due if the supplier has engaged a third party for the collection.
11.7 In the event of late payment, liquidation, bankruptcy, or suspension of payments by the counterparty, all payment obligations of the counterparty shall become immediately due and payable, regardless of whether the supplier has already invoiced for this or pre-financing has taken place, and the supplier is entitled to suspend further performance of the agreement or to dissolve the agreement, all this without prejudice to the supplier’s right to claim compensation from the counterparty. 12. Set-off and Security
12.1 The Supplier is always entitled to set off any amount he is entitled to claim from the Counterparty, whether or not due or subject to conditions, against any counterclaim of the Counterparty against the Supplier, whether or not due.
12.2 In the event that the Supplier’s claim against the Counterparty is not yet due, the Supplier shall not exercise his right of set-off, unless the Counterparty’s counterclaim is subject to attachment or recovery is otherwise sought thereon, a limited proprietary right is established thereon, or the Counterparty transfers his counterclaim under a special title. The Supplier shall, if possible, notify the Counterparty in advance of the exercise of his right of set-off.
12.3 The Counterparty is obliged, upon the Supplier’s first request, to immediately provide sufficient security in the form desired by the Supplier and to supplement this security if necessary for the fulfillment of all its obligations. As long as the counterparty has not complied with this, the supplier is entitled to suspend its obligations.
12.4 If the counterparty has not complied with a request as referred to in the preceding paragraph within 14 days after a formal notice to that effect, all obligations of the counterparty shall become immediately due and payable.

13. Liability
13.1 Liability for damage caused by the supplier’s attributable failure to perform its obligations is limited to the invoice amount charged by the supplier.
13.2 The supplier shall never be liable for any indirect damage, such as that resulting from business interruption, damage due to lost profits, delay damage, consequential damage, or any other business damage of whatever cause or nature.

13.3 Furthermore, the supplier is not liable for damage due to information or advice provided by the supplier the content of which does not expressly form part of a written agreement. 13.4 Without prejudice to the foregoing, the Supplier shall not be liable if the damage is due to intent and/or gross negligence and/or culpable conduct, or to injudicious or improper use by the Counterparty.
13.4 The Counterparty shall indemnify the Supplier against all claims from third parties for compensation for damage (partly) caused by or related to the goods supplied by the Supplier.
13.5 The Counterparty is obliged to report any damage-causing event to the Supplier in writing within a period of 14 days after the event, or if this is not reasonably possible, as soon as reasonably possible, failing which any right to compensation shall lapse.
13.6 Any claim for payment of a stipulated penalty or for compensation for damage shall lapse after one year from the event by which the penalty became due or the damage was caused, unless legal proceedings for recovery thereof have been commenced within the said period. 13.7 The provisions of this article shall not affect the statutory liability of the supplier pursuant to the

mandatory legal provisions. In that case, the supplier’s liability is limited to an amount of € 500,000 (five hundred thousand euros) per event or a related series of events.

14. Defects; complaint periods; returns
14.1 The counterparty must verify whether the delivered goods conform to the agreement. To this end, the counterparty must examine the delivered goods upon delivery, among other things, on the following points:

— whether the correct goods have been delivered;

— whether the delivered goods correspond in terms of quantity and number to what has been agreed between the parties;

— whether the delivered goods meet the requirements that may be expected for normal use and/or commercial purposes.

14.2 If visible defects or shortages are found, the counterparty must record these on the delivery note, bill of lading, or any other transport document. In addition, the counterparty is also obliged to report these defects and/or shortages to the supplier by email or in writing within three days after delivery.
14.3 The counterparty must report non-visible defects to the supplier in writing, with reasons and stating the invoice details, within 30 days after delivery, or at least after detection was reasonably possible.
14.4 The counterparty must report complaints regarding invoices to the supplier in writing within 8 days after the invoice date.
14.5 If the counterparty fails to report defects or complaints within the stated periods, their complaint will not be processed and their rights will lapse. The counterparty’s right to compensation or replacement of delivered goods lapses if the goods have been processed, modified, or improperly stored, or if the shelf life of the goods in question has expired at the time a complaint is submitted. 14.6 The goods supplied by the supplier to which complaints relate must remain available to the supplier for assessment in the condition in which these goods were at the time the defects were discovered.
14.7 Return shipments shall be sent after obtaining the supplier’s permission. Return shipments sent without the supplier’s permission shall be held at the supplier’s disposal at the expense and risk of the counterparty.

15. Intellectual property/copyrights
15.1 The goods supplied by the supplier do not infringe upon any intellectual property right or copyright. However, should it be established, whether or not in court, that any item supplied by the supplier infringes upon the intellectual property rights or copyrights of a third party, the supplier shall, at its option and after consultation with the counterparty, replace the item in question with an item that does not infringe upon the aforementioned rights, or acquire a right of use for it, or take back the item in question against reimbursement of the purchase price less customary depreciation. 15.2 The Counterparty shall not be entitled to replacement of the item that infringes upon any intellectual property right or copyright of a third party if it has not informed the Supplier in writing about this within 30 days of becoming aware of this fact.
15.3 In the event of the delivery of software, the Counterparty acquires only the rights of use and shall never become the owner of the software. The copyrights of the software shall remain with the manufacturer.

16. Suspension and dissolution of the agreement
16.1 If the Counterparty fails to comply, fails to comply properly, or fails to comply in a timely manner with any obligation arising for it from any agreement or these terms and conditions, the Counterparty shall be in default without notice of default, and the Supplier shall be entitled to:

• suspend the execution of that agreement and directly related agreements until payment is sufficiently secured;

• and/or dissolve the agreement and directly related agreements in whole or in part; without the supplier being liable for any compensation and without prejudice to any further rights accruing to the supplier.
16.2 In the event of (provisional) suspension of payments or bankruptcy of the counterparty, or the placing of the counterparty under guardianship, all agreements with the supplier shall be dissolved by operation of law, unless the supplier notifies the counterparty within a reasonable time that it requires performance of (part of) the relevant agreement(s), in which case the supplier is entitled, without notice of default, to suspend the execution of the relevant agreement(s) until payment is sufficiently secured, without prejudice to any further rights accruing to the supplier.
16.3 Furthermore, the supplier is entitled to suspend the performance of its obligations or to dissolve the agreement if, after the conclusion of the agreement, the supplier

circumstances that have come to light give good grounds to fear that the other party will not fulfill its obligations.

17. Force Majeure
17.1 If the supplier is unable to fulfill its obligations towards the other party due to a non-attributable failure (force majeure), the supplier is entitled, without judicial intervention and at its own discretion, to suspend the execution of the agreement or to dissolve the agreement without judicial intervention, without being liable for any compensation.
17.2 Force majeure on the part of the supplier is understood to mean any circumstance independent of the will of the supplier that prevents the fulfillment of its obligations towards the other party in whole or in part, or that makes the fulfillment of its obligations unreasonable to expect from the supplier, regardless of whether that circumstance was foreseeable at the time of concluding the agreement. These circumstances include, among others: strikes, lockouts, fire, machine breakdown, stagnation or failure by the supplier’s subcontractors to fulfill their obligations, transport difficulties in own or third-party transport and/or measures by any government agency, as well as the lack of any permit obtainable from the government, work stoppages, loss of parts to be processed, import or trade bans.

17.3 Insofar as the supplier has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the supplier is entitled to invoice the already fulfilled or to be fulfilled part separately. The counterparty is obliged to pay this invoice as if it were a separate agreement.

18. Recall actions
The counterparty is obliged to cooperate with recall actions if, in the supplier’s opinion, it is necessary to recall the goods supplied by it from the consumer. 19. Disclaimer
19.1 The Counterparty grants the Supplier permission to store the data provided by the Counterparty in a database.

19.2 The Supplier’s website and all texts, documents, images, and sound contained therein, in the broadest sense, are protected by copyright. Written permission from the Supplier is required for further distribution, publication, or transfer thereof. The Supplier excludes liability for any damage (direct, indirect, and consequential damage) arising from the use of its website and its content.

20. Statute of Limitations
All legal claims of the Counterparty against the Supplier shall be time-barred after the expiration of 1 year from the date the Counterparty protested in this regard.

21. Applicable Law/Competent Court
20.1 Dutch law applies to all legal relations between the Supplier and the Counterparty. 21.2 Disputes between the supplier and the counterparty shall be settled exclusively by the competent court of the supplier’s place of business, unless the supplier, as the plaintiff or petitioner, chooses the competent court of the counterparty’s place of residence or business.

CoC: 38021044 | ABN Amro Bank: NL55ABNA0445338792 | VAT: NL800613569B01