Terms and Conditions

of Vadac B.V., established and operating at Zutphenseweg 31 C9, 7418 AH Deventer, the Netherlands. Hereinafter, the user of these terms and conditions will be referred to as “Vadac”, and its contracting party will be referred to as “the other party”.

Article 1 Applicability of Terms and Conditions

1.1
These terms and conditions apply to both the offer and the acceptance thereof, as well as to any agreement concluded between Vadac and its other party, and the execution thereof.

1.2
These terms and conditions shall always prevail. The applicability of any general terms and conditions of the other party is expressly rejected, even if those terms and conditions contain a similar provision.

1.3
The client is deemed to have accepted the applicability of these terms and conditions with respect to future agreements with Vadac.

1.4
Deviations from these terms and conditions are only valid if expressly accepted in writing by Vadac and only apply to the agreement to which they pertain.

Article 2 Formation of Agreements

2.1
Any offer from Vadac is entirely without obligation unless expressly stated otherwise in writing, and expires no later than thirty days after the date of issuance.

2.2
If a response that is intended to accept an offer deviates only on minor points, such a response is considered as acceptance, and the agreement is concluded in accordance with this acceptance, unless Vadac objects to the differences within two weeks.

2.3
With respect to the other party, the written offer from Vadac, or if no written offer was made, a written order confirmation from Vadac, serves as full evidence of the content of the agreement, subject to proof to the contrary by the other party.

2.4
Oral promises and agreements with subordinates of Vadac do not bind Vadac unless they are confirmed in writing by Vadac.

2.5
Orders from the other party are considered irrevocable as long as they have not been rejected in writing by Vadac. Vadac is only bound to execute the order after written acceptance or by starting the execution of the order.

2.6
The prices and price quotes in the price lists, order forms, emails, or elsewhere from Vadac are always exclusive of VAT. Any price increases charged by (suppliers) to Vadac may be passed on by Vadac to the other party.

Article 3 Execution of Agreements

3.1
Vadac will execute agreements concluded with the other party to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. If the assignment involves providing advice, no guaranteed result will ever be guaranteed by Vadac.

3.2
If and insofar as proper execution of the agreement requires it, Vadac has the right to have certain tasks carried out by third parties. These tasks will be separately charged to the other party by Vadac.

Article 4 Deadlines

4.1
If a deadline has been agreed upon within the term of the agreement for the delivery of certain goods or the completion of certain work, this is not a firm deadline, unless Vadac has expressly stated this in writing. If the delivery or execution deadline is exceeded, the other party is obliged to set a reasonable deadline for Vadac to deliver or execute the order. Within this deadline, there is no breach by Vadac, and the other party cannot invoke the dissolution of the agreement.

4.2
If a delivery or execution deadline has been guaranteed by Vadac, this deadline will be extended by the time during which delivery or execution cannot take place due to force majeure, interim changes to the order, and/or the failure to provide the information required for the execution of the order by the other party and/or third parties, without prejudice to Vadac's right to dissolve the agreement.

4.3
As long as the other party does not fulfill an agreed obligation, Vadac has the right to suspend any agreed delivery or execution period as referred to in Article 6:52 BW. Vadac also has this right of suspension if the other party has exceeded one or more payment terms of previous orders.

4.4
All costs of shipping the goods ordered by the other party from Vadac to the address provided by the other party shall be borne by the other party, unless Vadac has expressly stated otherwise in writing. Vadac determines which carrier will be engaged for transport.

Article 5 Retention of Title

5.1
The goods delivered by Vadac to the other party remain the property of Vadac until these have been fully paid for, including any interest and costs.

5.2
The other party is not authorized to dispose of or encumber the aforementioned goods in any way before payment has been fully made, unless Vadac has been informed and has agreed to this in writing.

5.3
The other party is obliged to inform any person(s) to whom the goods delivered by Vadac are given, whether as security or in silent pledge, of this retention of title clause.

Article 6 Storage

6.1
If the other party is, for any reason, unable to take delivery of the goods purchased from Vadac at the agreed time and location, Vadac, provided its storage facilities allow it, will store, secure, and take all reasonable measures to prevent deterioration in quality of the goods, upon the other party's request, until the said goods are delivered to the other party. However, Vadac is never obliged to keep the goods for more than one month.

6.2
If Vadac has stored the aforementioned goods in the described manner for more than one month, it is entitled to sell the said goods to a third party. The other party is then obligated to pay Vadac the difference between the price paid by the third party and the price agreed upon between Vadac and the other party, should the third party's purchase price be lower.

6.3
If storage as described above takes place, the other party is obliged to reimburse Vadac for the storage costs from the moment the said goods are ready for shipment, or at least from the delivery date mentioned in the agreement with the other party.

6.4
If damage occurs during the period in which the goods purchased by the other party from Vadac are stored by Vadac, Vadac is not liable for this damage, except in cases of intent or gross negligence.

6.5
If, during the period in which the other party does not take or cannot take delivery of the goods purchased from Vadac, a situation arises that makes it wholly or partially impossible for Vadac to fulfill its obligations to the other party, Vadac is not liable for any damage suffered or to be suffered by the other party as a result, except in cases of intent or gross negligence.

Article 7 Payment

7.1
Payment of invoices sent by Vadac to the other party must be made within thirty days of the invoice date.

7.2
Vadac is entitled at all times to demand advance payment or security for the fulfillment of the obligations of the other party. Vadac is only obligated to fulfill its obligations after the other party has fulfilled its obligations to make advance payment or provide security.

7.3
In the event of a payment term being exceeded, or if the other party applies for a moratorium, is subject to seizure, is declared bankrupt, or its business is (partially) liquidated or transferred, the other party is in default without further notice. During the period of default, the other party owes Vadac statutory interest.

7.4
The actual legal costs incurred by Vadac and the extrajudicial costs for enforcing compliance by the other party shall be borne by the latter, with the extrajudicial collection costs being calculated based on the collection rate of the Dutch Bar Association.

7.5
Payments made by the other party will always first be applied to settle all due interest and costs, and then to settle the oldest outstanding invoices, even if the other party states that the payment relates to a later invoice.

Article 8 Repair and Assembly

8.1
If Vadac agrees with the other party to carry out repair and/or assembly work, this work will be carried out as much as possible within the agreed period.

8.2
The period within which the aforementioned repair and/or assembly work must be carried out by Vadac will be extended by the time that repair and/or assembly cannot take place due to force majeure, interim order changes, and/or the unavailability of information necessary for the execution of the said work provided by the other party and/or third parties.

8.3
Repairs are based on the complaints/defects described by the other party in the return form.

8.4
Vadac provides a six-month warranty on the repair after the repair is completed. This warranty period starts at the time of shipment or delivery of the product to the other party.

8.5
The warranty expires if the product is opened by the other party or a third party after the repair carried out by Vadac. In the case of external damage such as fall damage and moisture damage, the warranty automatically expires.

8.6
If, after three consecutive written notifications by email from Vadac to the other party that the product is ready, the other party has failed to make payment within a period of two months, Vadac is entitled to sell the product and recover the amount owed from the proceeds. The additional costs incurred for recovering the owed amount are borne by the other party.

8.7
For products where it is determined after investigation that they can no longer be economically repaired, the other party will be informed of this by email. In that email, the option will also be provided to have the defective product returned after payment of the investigation and shipping costs. If these costs are not paid within four weeks after the email has been sent, Vadac will proceed to dispose of the product. No further costs will be charged to the other party.

8.8
Defective parts are disposed of by Vadac. If the other party wishes to receive the defective parts, this must be indicated on the return form.

Article 9 Force Majeure

9.1
Force majeure on the part of Vadac shall in any case be understood to exist if Vadac, after entering into the agreement with the other party, is prevented or hindered from fulfilling its obligations under this agreement due to war, flooding, pandemic, strike, occupation, lockout, import and export restrictions, government measures, machinery breakdowns, energy supply disruptions, all within or relating to Vadac's business, as well as with or relating to third parties from whom Vadac must obtain goods, as well as during storage or transport, whether or not under its own management.

9.2
In the event of force majeure on the part of Vadac, the performance of the agreement with the other party shall be suspended as long as the force majeure situation makes it impossible for Vadac to perform the agreement. In the case of permanent force majeure, Vadac is entitled to dissolve the agreement in whole or in part without being obliged to compensate the other party for any damage.

Article 10 Default, Termination

The other party is in default without any notice of default if they fail to fulfill any obligation arising from an agreement with Vadac, or if they fail to do so properly or on time. In such a case, as well as in the event of bankruptcy, moratorium, seizure, cessation, liquidation, or (partial) transfer of the other party's business, Vadac has the right to dissolve the agreement in whole or in part or to demand full or partial performance, without prejudice to Vadac's right to claim compensation for all damages suffered.

Article 11 Right of Suspension, Right of Retention

11.1
If the other party fails to fulfill one or more of its obligations under an agreement concluded with Vadac, or fails to do so properly, Vadac is entitled to immediately suspend the fulfillment of its corresponding obligations until the other party has correctly fulfilled its obligations, or has provided security determined by Vadac for the fulfillment of the obligations arising for the other party from the aforementioned agreement. The other party is obliged to compensate Vadac for all damage suffered or to be suffered by Vadac as a result of the failure to properly fulfill the aforementioned obligations by the other party. Furthermore, Vadac is entitled to suspend fulfillment in the manner described above if and as soon as serious doubts arise at Vadac regarding the liquidity of the other party.

11.2
Vadac is entitled to retain goods, funds, and documents – the latter in the broadest sense of the word – at the expense and risk of the other party until Vadac's due claims have been settled by the other party.

Article 12 Risk

12.1
The risk of the goods purchased by the other party from Vadac passes to the other party upon delivery.

12.2
Notwithstanding the provisions in 12.1 above, the risk of the mentioned goods passes to the other party immediately, regardless of whether delivery has taken place or not, if and as soon as delivery at the agreed time is not possible due to a circumstance attributable to the other party, or if and as soon as Vadac invokes its right of suspension.

Article 13 Liability

13.1
Vadac is not liable for damage suffered by the other party as a result of attributable failure in the performance of its obligations by Vadac or as a result of unlawful acts by Vadac, except in cases of intent or gross negligence on the part of Vadac or its managerial subordinates.

13.2
To the extent that Vadac may still be liable for damages as described above, its liability is limited to the amount of the relevant transaction. Should the obligation to compensate the transaction amount be deemed, in fairness and equity, too small in relation to the damage suffered by the other party, and if the other party is not obligated to insure itself against damages as mentioned above, Vadac's liability is limited to a maximum of 125% of the amount of the relevant transaction.

13.3
Vadac is in no way to be regarded as the producer of the goods sold by it to the other party. If there is a defect in the goods sold and delivered by Vadac to the other party, Vadac will endeavor to communicate the identity of the producer or the party from whom Vadac obtained the relevant goods to the other party within a reasonable period.

13.4
The other party cannot claim compensation from Vadac for damages caused by a defective product supplied by Vadac, which, pursuant to the provisions of Article 6:185 of the Dutch Civil Code, cannot be recovered from the producer. Vadac is not liable for such damages.

Article 14 Right of Reclamation

With regard to the invocation of the right of reclamation, as referred to in Article 7:39 of the Dutch Civil Code, by Vadac, the other party is deemed to be in default by operation of law if and as soon as they fail to fulfill any obligation under an agreement concluded with Vadac, or fail to do so properly or in a timely manner. This is without the need for a prior notice of default or demand.

Article 15 Returns

15.1
If the other party believes that goods delivered by Vadac are eligible for return to Vadac, they must submit a written complaint to Vadac within eight days after delivery.

15.2
Returns are only accepted by Vadac after prior written consent from Vadac. All costs associated with returns are borne by the other party.

15.3
Credit for the relevant goods will only be issued if the relevant goods cannot be redelivered or repaired.

15.4
Only if goods delivered by Vadac to the other party are returned in the manner specified in 15.1 and 15.2 will the returned goods that meet the conditions in 15.3 be credited by Vadac, provided the goods are undamaged and no more than two months have passed between delivery and return receipt.

Article 16 Warranty

16.1
Vadac provides the same warranty on the delivered goods that it has received from the manufacturer. Labor costs, vehicle costs, shipping costs, and other expenses may be charged at all times.

16.2
If the delivered goods are defective at the time of delivery, the other party is only entitled to free repair or replacement of those goods, provided they are still in the same condition as when shipped and have been returned to Vadac after an accepted return notification and in accordance with the applicable return procedure, at Vadac's discretion.

Article 17 Complaints

17.1
The other party must check (or have checked) whether the delivery corresponds to the order or assignment within two working days of delivery and receipt of the goods. In case of discrepancy, the other party must notify Vadac in writing, no later than eight working days and with reasons.

17.2
The other party can no longer invoke a non-visible defect in the goods if they have not submitted a written complaint to Vadac within eight working days after they discovered or should reasonably have discovered the defect, providing reasons.

17.3
The other party must always give Vadac the opportunity to repair or replace any defect, at Vadac's discretion.

17.4
The other party loses all rights and powers if they have not filed a complaint within the above-mentioned period and/or have not given Vadac the opportunity to rectify the defects.

17.5
Complaints never entitle the other party to a discount and/or set-off and/or to suspend the payment obligation.

Article 18 Applicable Law

All agreements between Vadac and the other party and their execution are exclusively governed by Dutch law. Disputes will be submitted exclusively to the competent court in Zwolle.

Article 19 Filing

These conditions were established in March 2022 and filed on March 24, 2022.