General terms and conditions

General terms and conditions Hemsson International BV
Version November 2010

Article 1. Definitions
a. Hemsson BV
the private company with limited liability Hemsson International BV, with registered office in Almelo, with registered office at 7609 RX Almelo, Pastoor Ossestraat 61, registered in the trade register of the Chamber of Commerce under number 64929442 (hereinafter: Hemsson).

b. Customer
The natural person or legal entity who instructs Hemsson to supply goods and/or services is referred to as the customer.

c. Order, assignment or order
An order, assignment or procurement occurs when the customer requests Hemsson to deliver goods and/or services.

d. Agreement
After acceptance of the order or purchase order by Hemsson, an agreement exists.

e. Products
All goods and/or services that Hemsson supplies to its customer.

Article 2. Applicability

  1. These General Terms and Conditions apply to all offers, quotations and agreements in which Hemsson supplies Products of whatever nature to its Customer, even if these Products are not expressly described in these provisions. Deviations from these provisions are valid if they have been expressly agreed in writing in advance.
  2. These General Terms and Conditions also apply to agreements with Hemsson for the execution of which Hemsson must engage third parties.
  3. These general terms and conditions are also written for the employees of Hemsson and its management.
  4. Any General Terms and Conditions used by the Customer are hereby expressly rejected by Hemsson.
  5. If one or more provisions of these General Terms and Conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these General Terms and Conditions shall remain fully applicable.
  6. Hemsson and Customer will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.
  7. If there is any ambiguity regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation must be in accordance with the spirit and scope of these provisions.
  8. If a situation arises between the parties that is not covered by these General Terms and Conditions, this situation must be assessed in accordance with the spirit and scope of these General Terms and Conditions.
  9. If Hemsson does not always require strict compliance with these Terms and Conditions, this does not mean that the provisions thereof do not apply, or that Hemsson in any way loses the right to require strict compliance with the provisions of these Terms and Conditions in other cases.
  10. Accepting an offer or placing an order implies that the Customer accepts the applicability of these conditions.
  11. Customer and Hemsson recognize the legal validity of electronic communications.


Article 3. Offers, Quotations and Prices

  1. All quotations and offers from Hemsson are without obligation, unless a term for acceptance is stated in the quotation or offer. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
  2. Hemsson cannot be held to its quotations or offers if the Customer knows or could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or mistake.
  3. Unless otherwise agreed, the stated prices apply to delivery ex warehouse. The prices are therefore exclusive of transport costs, other costs to be incurred in connection with the delivery, VAT and exclusive of other levies imposed by the government. Changes in wages or in the cost prices of raw materials or materials, insofar as these are immediately spent or used in connection with the agreed performance, will be passed on by Hemsson, without any further surcharge. This also applies to cost price increases as a result of (additional) test and safety requirements imposed by the government or otherwise on Hemsson or the party from whom Hemsson obtains its (parts for its) Products after the agreement has been concluded.
  4. A composite quotation does not oblige Hemsson to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
  5. If the price in the agreement between Hemsson and Customer is stated in a currency other than the Euro, Hemsson is entitled to pass on exchange rate fluctuations in full.

Article 4. Force Majeure

  1. Hemsson shall not be obliged to fulfil any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that is not attributable to fault and for which it is not responsible under the law, a legal act or generally accepted views.
  2. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which Hemsson has no influence, but which prevent Hemsson from fulfilling its obligations. This includes strikes in the company of Hemsson or third parties. Hemsson also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Hemsson should have fulfilled its obligation.
  3. Hemsson may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.
  4. If Hemsson has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, Hemsson is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate agreement.

Article 5. Delivery

  1. Hemsson will proceed to delivery of the order immediately after the goods are ready for delivery. All (delivery) terms stated by Hemsson, both with regard to the delivery of the Products and their installation, have been determined to the best of our knowledge on the basis of the information known to Hemsson when entering into the agreement, but they are never binding. In the event of late delivery, Hemsson will only be in default after written notice of default.
  2. Customer shall not be entitled to any compensation for any form of damage whatsoever if Hemsson is in default as referred to herein.
  3. When placing an order, the Customer is obliged to provide all information required to adequately handle the transaction. If the information required for the performance of the Agreement is not available to Hemsson, not available on time or not available in accordance with the agreements, or as a result of other factors attributable to the Customer, the Products are deemed to have been delivered on the date of delivery or on the date on which the Products are offered for delivery to the Customer, or the date on which the Products are ready to be collected. Hemsson has the right to charge any costs incurred according to its usual rates.
  4. The risk of loss or damage to Products that are the subject of the agreement shall pass to Customer at the time when they are placed in the actual possession of Customer or an assistant used by Customer.
  5. Upon receipt of the Products made available by Hemsson, Customer must determine whether these goods are damaged, defective or unsuitable for the purpose for which these Products were delivered, and report this to Hemsson in writing within 7 days of receipt. Transport damage and damage to Customers' property resulting from the delivery or return of Products from Hemsson must be reported immediately (but no later than within 24 hours) to the carrier and Hemsson. Hemsson accepts no liability for such damage if the damage is not reported to Hemsson or is reported too late.
  6. If the items made available by the Customer and/or the Products made by Hemsson are not collected, Hemsson will store them for 6 weeks, starting from the date of the order. Hemsson accepts no responsibility for any damage that may arise from storage.


Article 6. Transfer of ownership, retention of title

  1. Hemsson reserves the ownership of all Products delivered by it to the Customer until all its claims on this Customer in respect of the delivered Products and in respect of the services related to the delivered Products have been paid in full. The retention of title also serves as security for claims of Hemsson on the Customer due to failure to comply with the aforementioned agreement(s).
  2. Customer is authorized to dispose of the goods delivered under retention of title in the context of its normal business operations. In that case, Customer is obliged to deliver the delivered Products to third parties also under reservation of ownership rights of Customer.
  3. Hemsson is entitled to take back the Products delivered to the Customer under retention of title, whether or not used, if the Customer has not fulfilled its obligations towards Hemsson, has not fulfilled them in full and/or has not fulfilled them on time or if there is good reason to assume that the Customer will not be able to fulfil its obligations towards Hemsson, has not fulfilled them in full and/or has not fulfilled them on time.
  4. Customer undertakes to provide security for the fulfilment of Customer's obligations at Hemsson's first request in the form and to the extent desired by Hemsson.

Article 7. Complaints; invoking guarantee

  1. The Customer is obliged to immediately examine upon delivery or collection whether the delivered Products comply with the agreed specifications and to report this.
  2. Complaints regarding imperfections in the Products supplied by Hemsson must be submitted in writing to Hemsson by the Customer within 10 days after the possible defects have become known or could have become known, under penalty of forfeiture.
  3. Defects that are not covered by the warranty or that are covered by the warranty but are discovered after the warranty period or for which a complaint is made too late, will be remedied by Hemsson at the request of the Customer at the normal rates applied by Hemsson.

Article 8. Payment

  1. 1Payment can be made in (one of) the manner(s) (iDEAL, Transfer, One-off collection, Pay-pal, Invoice) as indicated during the ordering procedure. In case of payment by bank or giro, the date of payment is the date on which Hemsson's bank account is credited.
  2. Unless otherwise agreed, payment of invoices for amounts owed to Hemsson must be made within 10 days of the invoice date.
  3. Payments made by the Customer shall always first be applied to settle all interest and costs due and subsequently to settle the oldest outstanding invoices, even if the Customer states that the payment relates to a later invoice. If an order is executed in parts, Hemsson shall have the right to invoice each part separately. Hemsson shall have the authority to suspend delivery of parts not yet invoiced until the parts that have been invoiced have been paid in full.
  4. The Customer is not entitled to offset amounts owed by him to Hemsson against amounts to be claimed by him from Hemsson, unless Hemsson has given express written permission for offset.
  5. If the payment terms agreed by Hemsson are exceeded, the Customer will be in default by operation of law without any notice or notice of default being required and all claims of Hemsson on the Customer will become immediately due and payable.
  6. From the date of exceeding the deadline, the Customer shall owe statutory interest on the amounts owed by the Customer due to delay in performance.
  7. All judicial and extrajudicial costs incurred by Hemsson in order to achieve compliance with the Customer's obligations will be reimbursed by the Customer. The extrajudicial costs are set at 15% of the amount due with a minimum of € 250,= (excluding VAT).
  8. In the case referred to in paragraph 5, Hemsson reserves the right to suspend the performance of its obligations towards the Customer.

Article 9. Purchase obligations

  1. Customer is obliged to provide the cooperation required by Hemsson for the performance of the service and requested by Hemsson, including expressly the obligation to purchase the ordered Products.
  2. Acceptance is deemed to have been refused if the ordered Products have been offered to the Customer for delivery but delivery has proven impossible due to circumstances not attributable to Hemsson. The Customer will therefore immediately be in default without further notice of default. The day on which the refusal takes place will be considered the delivery date of the Products.
  3. The costs incurred by Hemsson as a result of this failure shall be borne by the Customer, without prejudice to the other rights of Hemsson in respect of this failure by the Customer.


Article 10. Intellectual property

  1. Hemsson reserves the rights and powers to which it is entitled under intellectual property laws and regulations. Customer is not permitted to affix brand names to Products supplied by Hemsson.


Article 11. Liability

  1. Hemsson shall only be liable for material damage to the extent that the damage in question is caused either by defects in the delivered Hemsson Products or by a shortcoming attributable to Hemsson of persons or of items used by Hemsson in connection with the performance of its obligations under this agreement.
  2. Hemsson's liability as mentioned above is limited to damage directly resulting from the handling of the order and to an amount not exceeding the transaction value.
  3. Hemsson accepts no liability for damage relating to lost profits, damage due to loss or disappearance of data (files), missed savings, damage due to business stagnation and stagnation due to disruption of a business process or damage due to exceeding a term, or any other form of indirect or consequential damage. Customer indemnifies Hemsson against all claims from third parties in this regard.
  4. Hemsson also accepts no liability if the items to be delivered are not suitable for the purpose for which the Customer wishes to use them if that purpose has not been made known to Hemsson. The Customer must investigate the suitability itself.
  5. Hemsson shall not be liable for any damage of any nature whatsoever arising as a result of or after Customer has put the delivered Products into use, has processed or edited them, has delivered them to a third party or has had them delivered into use by a third party.
  6. Hemsson does not exclude liability for damage resulting from intent or deliberate recklessness on the part of itself or its management subordinates.


Article 12. Force Majeure

  1. Force majeure within the meaning of this article shall be understood to mean circumstances that wholly or partially prevent the fulfilment of Hemsson's obligation and that cannot be attributed to Hemsson. This shall include, but is not limited to, strikes, fire and other disruptions in the business of Hemsson or its suppliers, government measures and default by suppliers.
  2. Customer is then not authorized to terminate the agreement. Hemsson will inform Customer of such a situation as soon as possible.
  3. If the period during which Hemsson is unable to fulfil its obligations due to force majeure lasts longer than one month, both parties are entitled to terminate the agreement without judicial intervention and by registered letter, without any obligation to pay damages for either party.


Article 13. Termination

  1. If Customer fails to fulfil any obligation to Hemsson under the agreement or if Customer becomes bankrupt or is granted a suspension of payments or if Customer's goods are seized, Hemsson shall have the right to terminate the agreement with immediate effect without the need for judicial intervention, without prejudice to Hemsson's rights to compensation.


Article 14. Third Party Products

  1. If and to the extent that Hemsson supplies Products of third parties to Customer, the conditions of those third parties shall apply to those Products, provided that Hemsson has notified Customer of this in writing, with the exception of the provisions in these conditions that deviate from them. Customer accepts the said conditions of third parties. The said conditions are made available by Hemsson. If and to the extent that the said conditions of third parties are deemed not to apply in the relationship between Hemsson and Customer for whatever reason, the provisions in these General Conditions shall apply.


Article 15. General

  1. If Hemsson does not at any time or from time to time exercise any right or remedy to which it is entitled under the Agreement, this shall not be deemed or construed as a waiver of such right or remedy.
  2. Hemsson has the right to transfer the Agreement and all rights and obligations arising therefrom to another company.
  3. The provision of technical data, advice or instructions by Hemsson shall never be construed as the granting of a warranty or license rights.
  4. The headings above the articles of these terms and conditions are for reference purposes only and as such do not affect the interpretation of the agreement.
  5. In the event of any conflict between any provision in the General Terms and Conditions and any provision in the individual agreement, the provisions in the individual agreement shall prevail.
  6. Any claim against Hemsson, regardless of its grounds, arising from the agreement or these terms and conditions shall lapse if it is not instituted within two years after the cause arose.
  7. Customer has the right to return the products, delivered by Hemsson, within 14 days in original and undamaged packaging.

Article 16. Export

  1. In the event of export of Products by Customer, the relevant export regulations shall apply. Customer shall indemnify Hemsson against all claims from third parties relating to violations of the applicable export regulations attributable to Customer.


Article 17. Applicable law

  1. All agreements to which the General Terms and Conditions apply, as well as all further agreements resulting from them, are subject to Dutch law. All disputes relating thereto shall be settled exclusively by the competent court in the place of business of Hemsson. Disputes for the cognizance of which the district court has jurisdiction in the first instance shall be settled by the district court in Almelo.


These General Terms and Conditions have been filed with the registry of the
District Court of Almelo on 11 November 2010 under number 46/2010.