GENERAL CONDITIONS OF SALE, RENTAL AND DELIVERY OF ENVIROMEN B.V. B.V.

1. TERMS OF SALE and RENTAL

ARTICLE 1: APPLICABILITY

1.1 These general conditions of sale and delivery apply to all offers, quotations and deliveries of Enviromen B.V. (hereinafter referred to as 'Enviromen B.V.') and to all agreements concluded by Enviromen B.V. The other party of Enviromen B.V. is hereinafter referred to as 'the client'.
1.2 Any other general terms and conditions including any terms and conditions used by the client are not applicable, unless expressly agreed otherwise in writing. In case of conflict with any applicable terms and conditions of the client, the provisions of the present general terms and conditions of Enviromen B.V. shall prevail.
1.3 Deviations from these terms and conditions shall only be binding if and insofar as expressly agreed in writing. The client cannot derive any rights for future transactions from any agreed deviations.
1.4 In these terms and conditions, 'in writing' means by letter, by telefax or by electronic means.
1.5 Insofar as these conditions are also drawn up in a language other than Dutch, the Dutch text shall always be decisive in the event of differences.

ARTICLE 2: OFFERS AND CONCLUSION OF AGREEMENT

2.1 All offers made by Enviromen B.V., in any form, are without obligation, unless expressly agreed otherwise in writing. An offer can be revoked at any time and is valid for a maximum of 30 days, after expiry of which term the offer also expires without revocation.
2.2 If client provides Enviromen B.V. with data, drawings, specifications etc., Enviromen B.V. may assume their accuracy and will base its offer on them.
2.3 If the offer of Enviromen B.V. is not accepted, Enviromen B.V. shall be entitled to charge all costs it has had to incur to make its offer and any costs of preparation to client.
2.4 An agreement is only binding for Enviromen B.V. after it has been confirmed by Enviromen B.V. in writing. This also applies in respect of orders already accepted by representatives or intermediaries on behalf of Enviromen B.V. and in respect of verbal promises made by representatives or intermediaries on behalf of Enviromen B.V.
2.5 The agreement is always entered into under the suspensive conditions, that information gathered by Enviromen B.V. demonstrates the, in Enviromen B.V.'s opinion, sufficient creditworthiness of the client.
2.6 Enviromen B.V. is at all times entitled to require the client to provide sufficient security for the fulfilment of both its payment and other obligations under the agreement. Refusal of the client to provide the requested security shall entitle Enviromen B.V. to suspend its obligations and shall ultimately entitle it to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to its right to compensation for any damage suffered by it.

ARTICLE 3: PRICE

3.1 The prices quoted are, unless expressly stated otherwise in writing, in euros and exclusive of VAT, import duties and other taxes, levies or duties. Prices are based on ex works, Bunnik, the Netherlands (EXW, Incoterms® 2010) unless otherwise indicated in writing.
3.2 If at the formation of the agreement a price has not been expressly agreed upon, the price shall apply in accordance with the price list of Enviromen B.V. applied at that time.
3.3 Any price quoted by Enviromen B.V. is based on current monetary conditions, labour costs, purchase prices, duties, taxes and other levies, subsidies and the like applicable at the time the relevant agreement is concluded. Should one or more of these cost price factors increase after the agreement has been concluded but before the products in question have been delivered, Enviromen B.V. shall be entitled to pass on any reasonable price increase to the client.

ARTICLE 4: PAYMENT

4.1 The amount due to Enviromen B.V. must be credited to an account of Enviromen B.V., without any deduction, set-off or suspension, within 30 days of the invoice date, unless another payment term has been agreed in writing. 4.2 Payments made by the client always serve firstly to settle all interest and costs due and secondly to settle claimable invoices which have been outstanding the longest, even if the client states that the payment relates to a later invoice.
4.3 Failing timely payment, the client shall be in default without notice of default, the client shall owe the statutory interest per month or per part of a month on the amount due and the client shall be liable to Enviromen B.V. for compensation of all extrajudicial and judicial costs related to the collection. The extrajudicial costs will never be less than 15% of the invoice amount.
4.4 Subject to further rights of Enviromen B.V. under the law or the agreement, Enviromen B.V. has the right, in case payment is not made on time, to suspend further delivery or to terminate the entire agreement or part of the agreement without notice of default or judicial intervention, this entirely at its own discretion and subject to the right of Enviromen B.V. to seek compensation for damages suffered.
4.5 If there is reasonable cause to do so, at the discretion of Enviromen B.V., Enviromen B.V. is entitled to require full or partial payment in advance.
4.6 In any case, the entire purchase price will become immediately due and payable if the client fails to pay on time or goes bankrupt, is in suspension of payments, is placed under guardianship, assets of the client are attached; if the client is a natural person and dies or if the company of the client goes into liquidation or is dissolved.

ARTICLE 5: DELIVERY

5.1 Delivery conditions are agreed on a transaction-by-transaction basis. All delivery conditions shall apply in accordance with Incoterms® 2010.
5.2 Enviromen B.V. is permitted to make partial deliveries and to invoice the delivered part upon delivery.
5.3 Agreed delivery times are purely indicative and can never be considered as deadlines. Enviromen B.V. shall not be in default with regard to the delivery time until after it has been declared in default in writing by the client, the client has given Enviromen B.V. the opportunity to still deliver within a reasonable period and Enviromen B.V. has failed to do so.
5.4 The term of delivery starts at the time that the applicable agreement has been concluded in accordance with clause 2.4, the client has provided Enviromen B.V. with data and information required for execution of the agreement and Enviromen B.V. has also accepted security for payment as may have been agreed or has received any advance payment.
5.5 Only in case of excessive exceeding (more than 12 weeks) of the agreed delivery time, the client shall be entitled to dissolve the agreement, unless the exceeding is caused by force majeure. However, the principal shall never be entitled to any penalty or compensation.
5.6 With regard to the quantity ordered in case of special products, special production or customer-specific products by which is meant all products which do not belong to the standard offer of Enviromen B.V., Enviromen B.V. reserves the right of a maximum deviation in case of delivery of 10% more or 10% less; in case of invoicing, the actual number delivered shall be taken as a basis.
5.7 Client is under an obligation to purchase. If client does not take delivery of the products at the stipulated time, client shall be in default and Enviromen B.V. may, at its option, (i) dissolve the agreement; (ii) ship the products to client at client's expense and risk; (iii) store the products at client's expense and risk. All costs arising from the above circumstances, which shall include, inter alia, the costs of storage and any reduced yield, shall be borne by client. The above shall apply without prejudice to any other rights to which Enviromen B.V. is entitled.
5.8 Delivery costs of certificates at the request of the principal shall be charged to the principal.

ARTICLE 6: CALL-OFF ORDERS

6.1 A call-off order means: an agreement whereby the client undertakes to purchase a certain quantity of products from Enviromen B.V. within the previously agreed term, and Enviromen B.V. undertakes to deliver those products to the client on call each time.
6.2 The customer is obliged to call off the agreed quantity of products within the agreed term, and if no term applies at the latest within 6 months after the conclusion of the agreement.
6.3 Unless otherwise agreed in writing, the principal shall be obliged to call off the order at least 15 days before the desired delivery date. Enviromen B.V. shall at all times be entitled to deliver the order at a reasonable time before the desired delivery date.

ARTICLE 7: ORDER CANCELLATIONS

7.1 Cancellation of an order by the client is in principle not possible. If the client nevertheless cancels an order in whole or in part, due to whatever cause, he shall be obliged to reimburse Enviromen B.V. for all costs reasonably incurred in view of the execution of the order (including costs of preparation, parts, storage and the like), without prejudice to Enviromen B.V.'s right to compensation due to loss of profit and other damages.
7.2 Cancellation costs will also be due by the customer in case of cancellation. These amount to 15% of the order amount with a minimum of € 50,- excluding VAT. In the event that Enviromen B.V. can no longer cancel the order free of charge at the factory or if it concerns customer-specific products, the cancellation costs amount to 100% of the order amount, to be increased with VAT.

ARTICLE 8: COMPLAINTS

8.1 The client is obliged to examine the products upon delivery for visible and/or immediately observable defects. Furthermore, the customer is obliged to check whether the delivered products are also in conformity with the order in other respects.
8.2 If the products delivered by Enviromen B.V. visibly do not comply with the agreement, the client must report this to Enviromen B.V. in writing within 10 working days after receipt of the products. Unobservable defects must be reported in writing by the client to Enviromen B.V. within 10 working days after discovery, or after the discovery could reasonably have taken place.
8.3 By the expiry of the aforementioned periods, the client's right to appeal to any attributable shortcoming in the fulfilment of an obligation resting on Enviromen B.V. shall end.
8.4 If a reclamation has been timely submitted by the client and acknowledged by Enviromen B.V., Enviromen B.V. shall in all cases, at its option, only be bound to still deliver what is missing or repair the product, or replace the product or take back the product and credit the client for the relevant invoice amount. The replaced parts or the replaced product remain/become the property of Enviromen B.V.
8.5 Return of purchased products is only allowed after prior written consent by Enviromen B.V.. Crediting will take place on the basis of the purchase price applied at delivery. Factory specials, customer-specific products, materials purchased on request, items which have not been delivered directly by Enviromen B.V. and/or do not belong to the current delivery programme of Enviromen B.V. at the time of return, are not eligible for return. The returned products travel on the basis of Delivered Duty Paid, Bunnik, the Netherlands (DDP, Incoterms® 2010). Enviromen B.V. is permitted to set off the amount to be credited against outstanding invoices.
8.6 Claims concerning invoices must also be submitted in writing and within 8 days of the invoice date.

ARTICLE 9: LIABILITY

9.1 The client should determine in advance by its own research and experience whether the products of Enviromen B.V. are suitable for the purpose for which it wishes to use them, as Enviromen B.V. does not accept any liability in this respect.
9.2 The liability of Enviromen B.V. towards the client is limited to fulfilment of the obligations described in clause 8.
9.3 Barring cases of intent or gross negligence on the part of Enviromen B.V. and barring legal liability under mandatory law, Enviromen B.V. shall never be liable for any damage suffered by the client. Liability for indirect damage, consequential damage, immaterial or trading loss is furthermore expressly excluded. Enviromen B.V. shall never be liable for damage resulting from a defect or shortcoming of products originating from suppliers of Enviromen B.V.. At the request of the client, Enviromen B.V. shall transfer to the client any claims it may have against the supplier concerned.
9.4 Enviromen B.V. shall never be liable vis-à-vis the client for damage suffered by the client as a result of claims by third parties, including own personnel, following damage of any nature whatsoever, as caused either by products in which in any way the product supplied by Enviromen B.V. to the client has been processed.V. delivered to the client or products delivered by Enviromen B.V. to the client himself, unless it is established by law that these claims are a direct consequence of gross negligence or intent on the part of Enviromen B.V. and client furthermore proves that he is not at all to blame in this matter. Client shall indemnify Enviromen BV for such third party claims. The aforementioned third party claims include claims based on the legal provisions concerning product liability.
9.5 The client indemnifies Enviromen B.V. in respect of all damage suffered by Enviromen B.V. as a result of any damage claim by third parties as a result of infringement by Enviromen B.V. of patents and/or other rights of intellectual property as a result of the use of data, drawings, materials, instructions concerning methods to be used and the like provided by the client.
9.6 If and insofar as, despite the aforementioned, Enviromen B.V. is subject to any liability, for whatever reason, this liability shall be limited to the amount equal to the net invoice value of the products concerned, on the understanding that Enviromen B.V. shall at most and exclusively be liable to a maximum amount of 25,000,- euro per claim. A series of related damage-causing events shall count as one event/claim for the purposes of this article.
9.7 To prevent incorrect and careless use, the client, who in turn sells the products of Enviromen B.V. within the framework of its commercial activities, is obliged to make the user manual supplied by Enviromen B.V. available to its buyer. The client undertakes to provide each product in which Enviromen B.V.'s products are processed or incorporated with clear user instructions. Upon first request, Enviromen B.V. shall receive such instructions for use for perusal.
9.8 The client undertakes to have the use, treatment or processing of products such as those to be supplied to the client by Enviromen B.V. carried out by qualified personnel only.

ARTICLE 10: RETENTION OF TITLE

10.1 Enviromen B.V. explicitly retains ownership of all products delivered by it to the client until full payment of all its claims on the client, including those relating to interest and costs and any claims for damages, under the agreement and under other agreements serving to supply products or services to the client.
10.2 In case the client is in default of payment of any claimable amount to Enviromen B.V., Enviromen B.V. shall be entitled to take back the products belonging to it and subsequently monetise them, on the understanding that the net proceeds shall be deducted from the amount due by the client. The costs associated with repossession and realisation, such as dismantling and transport costs, shall be borne by the principal. With a view to repossession, Enviromen B.V. shall be entitled and irrevocably authorised to enter the grounds of the client if necessary.
10.3 As long as Client has not paid the above claims, Client shall not be entitled to establish a right of pledge or a non-possessory pledge on the products delivered by Enviromen B.V. for the benefit of third parties, to alienate, pawn or rent these products or to put them out of its control in any way or title whatsoever, subject to the provisions of the following paragraph.
10.4 The client is allowed to use or sell the products within its normal business operations, on the understanding that, until the client has paid for the products in full and has fulfilled its other obligations under similar agreements with Enviromen B.V., Enviromen B.V. shall enter into the rights of the client towards its customers. The client shall then, to the extent necessary, transfer these rights to Enviromen B.V., which transfer Enviromen B.V. accepts. However, the client is not allowed to dispose of the products within the framework of his normal business operations at the moment that the client has applied for suspension of payment or the client has been declared bankrupt.
10.5 If the client will treat and process the products delivered by Enviromen B.V. and do so in such a way that they will form a new item, as referred to in section 5:16 of the Civil Code (BW), the client shall be deemed to have carried out this treatment on the instructions of Enviromen B.V., so that after carrying out the treatment he shall be deemed to hold the products for Enviromen B.V. As soon as the client has fulfilled all obligations as referred to in the first paragraph of this article, he shall obtain ownership of the product formed by him respectively the share of Enviromen B.V. in the product formed by him.

ARTICLE 11: SUSPENSION AND TERMINATION

11.1 If the client fails to fulfil his obligations arising from the agreement entered into or fails to fulfil these obligations on time, if there are grounds to fear that the client fails to fulfil his obligations or fails to fulfil them on time or if the client applies for a moratorium, files for bankruptcy or dissolves his company, Enviromen B.V. shall be entitled to suspend or dissolve the relevant agreement without the need for a notice of default or judicial intervention and Enviromen B.V. shall have no obligation to pay any form of compensation.
11.2 Any claim of Enviromen B.V. in respect of any part of the agreement already executed or damage suffered as a result of suspension or dissolution, which shall be deemed to include lost profit, shall become due and payable with immediate effect.

ARTICLE 12: FORCE MAJEURE

12.1 Enviromen B.V. shall not be obliged to fulfil any obligation under an agreement if it is prevented from doing so due to force majeure.
12.2 For the purposes of this article, force majeure shall include circumstances which reasonably impede delivery and/or temporary delivery by Enviromen B.V., including for example, but not limited to, obstructive government measures, transport difficulties, boycotts, sanctions, embargoes, non-delivery or non-timely delivery by suppliers of Enviromen B.V., strikes, fire, machinery breakdown, war or danger of war.
12.3 If at the occurrence of force majeure Enviromen B.V. has already partially fulfilled its obligations or can only partially fulfil its obligations, it shall be entitled to separately invoice the part already delivered or the deliverable part, as the case may be, and the client shall be bound to pay this invoice as if it were a separate agreement. Enviromen B.V. shall furthermore be entitled to change the content of the agreement in such a way that its execution appears possible.
12.4 If the force majeure situation has continued for more than ninety days, both Enviromen B.V. and the client shall be entitled to terminate the agreement by dissolution. In that case, the client shall not be entitled to any compensation.

ARTICLE 13: EXPORT RESTRICTIONS

Client shall fully observe national and international export restrictions with regard to products obtained pursuant to an agreement with Enviromen B.V. and shall impose this obligation on such third parties as well in case of any form of making available to third parties. Client shall indemnify Enviromen B.V. for any loss which Enviromen B.V. shall suffer should Client fail to comply with these obligations.

ARTICLE 14: CONFIDENTIALITY

The parties are mutually obliged to maintain complete confidentiality vis-à-vis third parties regarding confidential (business) information provided. The buyer is obliged to take measures to ensure that this confidentiality is observed by its employees. Information shall be considered confidential if the other party has indicated so or if this results from the nature of the information.

ARTICLE 15: INTELLECTUAL PROPERTY RIGHTS

15.1 The copyright, as well as all other rights of intellectual property, on offers made by Enviromen B.V., provided designs, images, drawings, (trial) models etc. and on everything supplied by Enviromen B.V. to client or made available in any manner whatsoever, shall exclusively rest with Enviromen B.V. or its licensors, unless otherwise agreed in writing. The client only acquires the rights of use therefor which are explicitly granted.
15.2 The client shall not be permitted to modify all or any part of the delivered product. Nor shall the client apply a different brand name to the products, use the relevant brand in any other way or register it in its own name unless it concerns private label products.

ARTICLE 16: COMPETENT COURT/APPLICABLE LAW

16.1 These terms and conditions and all agreements concluded by Enviromen B.V. are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is hereby excluded.
16.2 All disputes will exclusively be adjudicated by the competent court in Utrecht, the Netherlands, unless Enviromen B.V. chooses to submit the dispute to a competent court elsewhere.

2. RENTAL CONDITIONS

ARTICLE 1: APPLICABILITY

The rental conditions apply to all quotations of Enviromen B.V. BV and to all agreements entered into by Enviromen B.V. BV with regard to rental of movable property to the other party. Deviations from the letting conditions can only take place if agreed in writing with Enviromen B.V. BV.

ARTICLE 2: RENTAL PERIOD

The rental period commences on the date agreed upon, in principle the date on which the rented items are made available (on location) to the other party. If the rented items are picked up at an agreed location, or at the office in Bunnik, the rental period starts on handover.

Unless explicitly agreed otherwise, the rental term ends at the moment the goods are handed over to Enviromen B.V. BV by the other party. If it has been stipulated that Enviromen B.V. BV will take care of the collection of the leased items, the rental term ends at the moment of cancellation. Hereby it has to be taken into account that Enviromen B.V. BV counts the day of cancellation within the rental term, irrespective of the time at which the cancellation takes place.

Although the rental term is indicative, the other party must make the rented items available to Enviromen B.V. BV upon cancellation. If the rented items cannot be made available to Enviromen B.V. BV after cancellation, the rental term shall continue to run until the moment Enviromen B.V. BV has the items in its possession, unless otherwise agreed.

ARTICLE 3: DAMAGE AND LOSS

Damage to the rented object caused within the period in which the opposite party is responsible for the rented object (the rental period) must be reported to Enviromen B.V. BV immediately after discovery.

In this respect, the other party is always liable for the costs of the damage, or to replace or repair the rented material. Enviromen B.V. BV obliges the other party to take out insurance by payment of a 5% surcharge on the rental price, with an excess of €1,000.00 per rented item.

Theft/missing of the rented material within the period in which the other party is responsible for the rented material (the rental period) must be reported to Enviromen B.V. BV immediately after discovery. Hereby it also applies that the other party is always liable for the costs of replacement of the material.

Enviromen B.V. BV obliges the other party to insure itself against damage as a result of theft/absence by means of a payment of a 5% surcharge on the rental price, with an excess of €1,000 per rented item.

In case of theft/absence, the counterparty is obliged to report to the police station within 24 hours. Upon completion of the report, the counterparty shall submit a copy of the official report to Enviromen B.V. BV.

The above-mentioned insurances cannot be claimed by the other party in case of demonstrable negligence. In addition, the right to the aforementioned insurances lapses if the other party provides the rented material of Enviromen B.V. BV to personnel who do not possess the required certification, and if the other party rents the rented material to third parties, unless otherwise agreed.

ARTICLE 4: DELIVERY AND RETURNS

The goods shall be deemed delivered in good condition and in accordance with the agreement. In case the counterparty observes external defects, the counterparty shall immediately report such to Enviromen B.V. BV upon delivery.

The other party shall ensure that an authorised person is present during the agreed delivery day to take delivery of the rented items. If nobody is present at delivery, Enviromen B.V. BV reserves the right to take back the rented items. Any labour/travel costs incurred will be reimbursed by the other party.

If it is agreed that Enviromen B.V. BV collects the rented items on location after the end of the rental period, the rented items must have been made available to an expert of Enviromen B.V. BV. This should be the same as taking delivery.  If, on the day of return, the expert on behalf of Enviromen B.V. BV has not been able to get the rented items at his disposal, the wages/driving costs incurred will be reimbursed by the other party.

At the end of the rental period, the opposite party shall hand over the rented items in the same condition as when received. The rented items must be returned complete and clean. If, after handing over the rented items, parts are missing, Enviromen B.V. BV reserves the right to charge the other party for the costs incurred for replacement.

After delivery, an expert will assess on behalf of Enviromen B.V. BV whether the rented items have been properly cleaned. If, in the expert's opinion, the rented items are delivered dirty, Enviromen B.V. BV reserves the right to charge €25,- cleaning costs per rented item.

ARTICLE 5: RATES AND PAYMENT TERM

All prices quoted are excluding 21% VAT and 10% compulsory insurance costs, insurance costs are calculated on the rental price.  Invoicing takes place weekly via the specified e-mail address of the other party. Enviromen B.V. BV applies a payment term of thirty days after invoice date. If the other party exceeds the payment term of thirty days, a one-time €50,- administration fee will be charged. Enviromen B.V. BV maintains a claim period of ten days. The original invoice date remains in force, even if the claim is justified.

ARTICLE 6: LIABILITY ENVIROMEN B.V. BV

The liability of Enviromen B.V. BV is explicitly limited to direct injury to persons of the other party. The other party must prove that a demonstrable defect in the rented equipment of Enviromen B.V. BV is a direct cause of the injuries sustained. It should be taken into account that the liability of Enviromen B.V. BV is limited to the amount paid out by the liability insurance of Enviromen B.V. BV in the specific case.

Enviromen B.V. BV makes every effort to ensure the quality of the measurements. It is hereby expressly stated that consequential damage due to loss of measurement data, failure of the measuring equipment, poor GPRS coverage etc., never falls within the liability of Enviromen B.V. BV.

The other party indemnifies Enviromen B.V. BV for all damages incurred due to defects in the leased property(excluding personal injury).

Any liability of Enviromen B.V. BV towards the other party expires one year after the claim.

ARTICLE 7: PRIVACY POLICY

Enviromen B.V. BV attaches great importance to the privacy of the other party. Enviromen B.V. BV will ensure the General Data Protection Regulation (AVG) at all times.