General Selling Terms and Conditions SCAN MODUL B.V.

These general terms and conditions (“terms and conditions”) apply on all (contractual) relations between Scan Modul B.V. – registered with the Chamber of Commerce in The Netherlands under number 30076824 – and the customer.

General terms and conditions:

Article 1 Definitions
The following definitions apply to these terms and conditions:
Scan Modul: the company mentioned above, which has delivered, or will deliver products to the customer.
Customer: any legal entity that has ordered products from Scan Modul.
Product: any product that has been/will be ordered by Scan Modul and has been/will be delivered to the customer.
Offer: an offer from Scan Modul to the customer to buy products for a certain prize and under certain conditions.
Order: the request of a customer to buy products from Scan Modul and have the products delivered.
Agreement: the agreement between Scan Modul and customer on the basis of which Scan Modul will deliver/has delivered products to the customer.

Article 2 Applicability
These terms and conditions apply to all offers made by Scan Modul and to all agreements between Scan Modul and the customer to which Scan Modul has declared these terms and conditions to be applicable, as well as to the supplies and services of whatever nature rising from this between Scan Modul and the customer insofar as no party has expressly departed from these terms and conditions in writing.
Customers with whom an agreement has once been entered into under these terms and conditions are considered to agree with their applicability on any agreement entered into with Scan Modul at a later date.
All offers, regardless of the manner in which they are made, are without obligation.
Unless otherwise agreed, Scan Modul is not bound to the customer´s terms and conditions insofar as they differ from these terms and conditions. Notwithstanding any reference by the customer to its own general terms and conditions, said general term and conditions shall not be applicable. General terms and conditions of the customer are specially excluded in case these general terms and conditions of the Customer apply to payment, settlement, the right of pledge or the transfer of trade accounts receivable or claims by Scan Modul.
If any provisions in these terms and conditions are invalid or are nullified, by whatsoever law and legislation that might be applicable, the other provisions in these terms and conditions will remain fully applicable and the parties will enter into consideration in order to agree new provisions to replace the provisions that are invalid or have been nullified and in doing this every effort will be made to ensure that the purpose and tenor of the provisions that are invalid or are nullified are observed.

Article 3 Agreements
An order will become an agreement after being confirmed in writing (an e-mail is also considered to be in writing) to the customer by Scan Modul.
After the confirmation of the agreement in writing, the customer has a period of 48 hours to send possible comments on the agreement in writing to Scan Modul. After this period of 48 hours no comment/adaption to the agreement will be accepted by Scan Modul and the customer
In case of additional requests from the customer after the period of 72 hours, a new offer will be made, and a new order can be placed by the customer. The same terms as mentioned under 3.1 and 3.2 apply.
All goods delivered and to be delivered by Scan Modul remain the property of Scan Modul until the purchase price for all these delivered goods has been paid in full by the Customer. The Customer is entitled to dispose of the items within the framework of his ordinary course of business. If the Customer has not, not fully or not timely fulfilled its obligations towards the Client, or if it is clear that the Customer will not be able to fulfill its obligations towards Scan Modul in full or in time, Scan Modul is irrevocably authorized, without any notice of default being required, to recover the goods that are still owned by the Customer or to have them returned from the place where they are located. The Customer is obliged to provide Scan Modul with all cooperation if it exercises the right of recall.

Article 4 Payment

Unless otherwise agreed upon in writing, customer is always obliged to settle any invoice received from Scan Modul within 30 days after the date of invoice.
Only payment to Scan Modul discharges customers’ obligations. Scan Modul is always entitled to refuse to provide products or trolleys if payment is not made within the period mentioned in clause 4.1.

If the products are purchased the applicable fees are due and the invoice will be sent to the customer.

If an order has been delayed by the customer, 70% of the agreed fee will be invoiced on the original shipping date. The remaining fee will be invoiced on the date of delivery.

If payment is not made within the period mentioned in clause 4.1, customer will be in default by operation of law after expiry of the applicable period and will be liable for interest, without further proof of default being required, at the statutory interest rate over the outstanding invoice or outstanding part thereof, whereby part of a month will be calculated as a full month, unless other terms and conditions have been agreed upon in writing. Customer will be liable for all costs, judicial or extrajudicial, which can and will arise from the recovery and collection of the amounts that have not been received by Scan Modul in time. The extrajudicial costs are fixed at 15% of the amount owed that was not received on time or the part of this amount that was not received in time, unless a greater sum is awarded in a judicial or arbitrational procedure, with a minimum sum of € 500,-.

Scan Modul is always entitled to require security from the customer for the outstanding invoice or part thereof.

If the customer disputes an invoice, he must inform Scan Modul of this in writing within 8 days of the date of dispatch of the invoice in question. Failure to do so will mean that the customer forfeits the right to dispute the invoice. Disputing an invoice will not entitle the customer to suspend its payment obligations.

On request, the parent company of the customer guarantees in writing that all payment obligations towards Scan Modul will be honoured and as such the parent company will be financially and/or legally liable. If Scan Modul deems such necessary, an official letter of guarantee will be handed over.
Payment must be made without sett-off, discount or suspension for whatever reason.

Article 5 Delay of an order, storage fee

If the product cannot be delivered to the customer on the agreed date, due to circumstances the customer is responsible for, Scan Modul will charge a storage fee of EUR 5,- per pallet per week.
If an external warehouse is required the customer will bear the total costs including handling fee.

Article 6 Damaged products
Customer is obliged to check all the products immediately upon arrival.
If the customer remarks anything unusual about the delivered products, customer will make a note on the shipping documents and he will confirm this to Scan Modul in writing as soon as possible, but no later than 5 days after the date of arrival
With regard to the report of the unusual or damaged products the customer is obliged to use the Scan Modul standard report.
The customer is also obliged to send pictures of the unusual or damaged products and send these pictures along with the standard report.

Article 7: Return of products
Products can only be returned within 3 months by the customer to Scan Modul if request has been sent in writing by the customer to Scan Modul referring to the original order. Returns must always be agreed by Scan Modul before returning the goods.
When the products have been sent by the customer for return to Scan Modul, Scan Modul will charge a restocking fee equal to 20% of the invoice amount.
Only products that are not used and that are closed in boxes or are in the original packaging, can be returned to Scan Modul.
The freight costs for the return of products are for the customer.
A credit invoice will be provided by Scan Modul to the customer after the products are received by Scan Modul in good condition
After the return of products in good condition, Scan Modul will reimburse 80% of the total amount that has been paid by the customer, if applicable.

Article 8: Termination

If the customer remains in default concerning its obligations arising from the agreement, Scan Modul is entitled to terminate the agreement extra judicially by means of a registered letter, this being in addition to what was stated in the agreement. The termination will only come into effect once the defaulting party has been informed of the notice of default in writing and has been offered a reasonable period the rectify the non-conformity.
Furthermore, Scan Modul is entitled, without any notice ore prove of default being required, to partially or completely terminate the agreement out of court by means of a registered letter and with immediate effect if:
a. The customer has requested (provisional) suspension of payments or is granted (provisional) suspension of payments.
b. The customer requests that it be declared bankrupt or is declared bankrupt.
c. The customers business is liquidated.
d. The customer discontinues its current business.
e. A substantial part of the customers capital is attached through no fault or itself, or if the customer is no longer consider capable of fulfilling its obligations that arise from the agreement.
If, at the moment of termination, customer has already received services for the implementation of the agreement, customer can only partially terminate the agreement and only for that part of the agreement that has not been carried out by, or on behalf of Scan Modul.
Customer remains liable for the amount for which Scan Modul has already invoiced customer prior to the termination that relate to the products that have been delivered and this amount is due from the moment of termination.
If during default customer fails to fulfil any obligation arising from the agreement either completely or in part, or fails to do this on time, Scan Modul is entitled to suspend its obligations with respect to customer without being liable to pay any compensation to customer. Scan Modul is similarly entitled under te circumstances referred to in clause

Article 9: Liability

Scan Modul is not liable for penalties or claims imposed on the customer due to its failure to fulfil its obligations as referred to in these terms and conditions.

Article 10: Force Majeure

In cases of force majeure Scan Modul will suspend its obligations arising from the agreement for as long as the force majeure circumstances continue. Force majeure is taken to mean any circumstances independent of the will of Scan Modul, that hinders fulfilment of the agreement on a temporary or continuing basis and which under the law and the standards of reasonableness and fairness cannot be considered to for part of the risks of Scan Modul. In so far as they have not already been included, force majeure is taken to include:
Strikes, planned occupations, blockades, embargos, measurers taken by the Authorities, war, revolution and/or any similar condition, power cuts, failure in de lines of electronic communications, fire, explosions and other disasters, water damage, flooding, earth quakes and other natural disasters as well as extensive illness of personal or an epidemiological nature.
Scan Modul will inform the customer as soon as force majeure circumstances as referred to in clause 10.1 of this article present themselves to Scan Modul.
Scan Moduls obligations will be suspended for as long as the force majeure circumstances continue. This suspension will not apply however to obligations that are not affected the force majeure and that existed before the force majeure circumstances arose.
If the force majeure circumstances continue for three months or as soon as it has been established that the force majeure circumstances will last for
more than three months, both parties will be entitled to terminate the agreement in the interim period without regard to any period of notice. Customer is still liable to pay any reimbursement due to Scan Modul after the agreement has been terminated concerning the period prior to the force majeure circumstances arose.
During the force majeure circumstances Scan Modul will not be liable to pay compensation for any damage caused by or to customer nor will Scan Modul be liable for this after the agreement has been terminated as referred to in clause 10.4 of this article.

Article 11: Secrecy Confidentiality and Personal Data

Scan Modul guarantees to maintain secrecy regarding all data received within the framework of the agreement concerning customers company that can be regarded as being of a confidential nature.

Article 12: Applicable Law and Competent Court

Dutch law applies to all agreements to which these terms and conditions apply.
All disputes concerning or related to agreements to which these terms and conditions apply, will be adjudicated exclusively by the competent court Rechtbank Midden-Nederland, locatie Utrecht, unless otherwise agreed upon on writing.

Article 13: Changes to the General Terms and Conditions

Scan Modul retains the right to change these terms and conditions. Changes will come into effect as soon as client has been informed of them.