General terms and conditions

Pollex' (Chamber of Commerce number 69456372), established and having its office at Buurtweg 10, (4661 LC) Halsteren, the Netherlands.

Client: the (intended) contracting party of Pollex'.

Agreement: the agreement concluded between Pollex' and Client.

Terms and Conditions: these (sales and delivery) terms and conditions.

These Terms and Conditions always apply to all offers and Agreements of Pollex', with the express exclusion and rejection of all general terms and conditions that Clients state on their letterheads, order and delivery forms and the like and/or have deposited or declared applicable elsewhere. By merely requesting a quotation and/or placing an order with Pollex', Client accepts these Terms and Conditions and thereby expressly waives the applicability of its own general terms and conditions.

In the event of a written quotation or written order confirmation from Pollex', that quotation or order confirmation is deemed to reflect the entire Agreement and replaces all prior written and oral arrangements, statements and/or representations of the parties. Changes to or additions to the text of the quotation or order confirmation form part of the Agreement, alongside the quotation or order confirmation, only if Pollex' expressly acknowledges them in writing, in which case the text of the quotation or order confirmation prevails in the event of conflict.

Pollex' reserves the right to amend these Terms and Conditions unilaterally. Client is deemed to have accepted the amendments if Pollex' has not received a written objection from Client within fourteen (14) days of the written notice of the amendment.

Quotations from Pollex' are valid for a limited period of 10 working days, unless stated otherwise in writing. Pollex' is always entitled to revoke a quotation accepted by Client within two working days of receiving the acceptance. Client cannot derive any rights from information in quotations, brochures, promotional material or on the website of Pollex'.

If any provision of the Terms and Conditions is invalid for any reason whatsoever, the remaining provisions remain in force and the parties will negotiate the content of a new provision that comes as close as possible to the purport of the original provision.

Unless agreed otherwise, prices are exclusive of VAT, transport and packaging.

Price increases resulting from additions to and/or changes in the order and/or the specifications of the goods to be delivered, made at the oral or written request of Client, are entirely at the expense of Client.

All costs resulting from circumstances that Pollex' could not reasonably have taken into account when entering into the Agreement are at the expense of Client.

All payments by Client to Pollex' must be made to a bank account designated by Pollex', without suspension or set-off, in euros and no later than thirty (30) days after the invoice date. This is a ‘fixed period for performance’ within the meaning of Article 6:83(a) of the Dutch Civil Code.

If payment is not made on time as referred to in the previous clause, Client is in default by operation of law, with at least the following consequences:

1. a.

   Client owes interest of 1.5% per month on the outstanding invoice/invoices;

2. b.

   Client owes extrajudicial collection costs of 15% of the outstanding invoice/invoices, with a minimum of € 250.00;

3. c.

   If Pollex' brings legal proceedings against Client in respect of its payment obligations, Client also owes, in addition to the previous clauses, the actual costs that Pollex' incurs for this (such as lawyers' fees, bailiffs' fees, court fees, etc.).

Payments made by Client always serve first to reduce all costs and interest owed and then the payable invoices that have been outstanding the longest, even if Client states that the payment relates to (a) later invoice(s).

Pollex' is at all times entitled to require Client to provide security and/or advance payment for the performance by Client of its obligations under the Agreement. This applies in any case if any payment term is exceeded, or in the event of any other shortcoming with regard to this Agreement or other Agreements on the part of Client. Client will comply with this at the first request.

Within thirty (30) days after the work has been carried out and (in any case) within fourteen (14) days after receipt of the invoice, Client must invoke any defect in the performance by Pollex'. After this period has expired, the performance is deemed to be in accordance with the Agreement.

Client can no longer invoke defects other than those referred to in the previous clause if it has not notified Pollex' of them in writing within fourteen (14) days after it discovered or should reasonably have discovered the defect.

If Client processes or has processed the goods in whole or in part, Client has approved the goods. In that case, all liability of Pollex' lapses.

If Pollex' cannot fulfil its obligations towards Client due to a shortcoming that cannot be attributed to it, there is a situation of force majeure; Client is then not entitled to dissolve the Agreement, and the performance of the obligations of Pollex' is suspended for the duration of the force majeure situation.

If a force majeure situation has lasted two (2) months, Pollex' has the right to dissolve the Agreement in whole or in part in writing.

In the event of force majeure, Client is not entitled to any compensation (for damage), not even if Pollex' should gain any advantage as a result of the force majeure.

In addition to what is understood by force majeure in law and case law, force majeure includes all external causes, foreseen and unforeseen, over which Pollex' has no influence and which prevent the performance of its obligations towards Client in whole or in part, or as a result of which the performance of its obligations cannot reasonably be required of Pollex', regardless of whether that circumstance was also foreseeable at the time the Agreement was concluded. These circumstances include: strikes, lockouts, fire, machine breakdown, stagnation or other problems in production at the suppliers of Pollex' and/or measures by any government authority (such as recalls), as well as the absence of any permit to be obtained from the government.

Unless expressly agreed otherwise in writing, Pollex' retains the copyrights, patent rights and all other industrial and/or intellectual property rights to the goods it sells, the offers it makes, and the designs, images, drawings, (test) models, recipes, software, etc. it provides.

Unless expressly agreed otherwise in writing, the rights to the data referred to in this article remain the property of Pollex', regardless of whether costs have been charged to Client for producing them.

All information, oral or written, provided by Pollex' to Client remains the property of Pollex' and may only be used by Client for the purpose for which it was provided.

Client will not provide the information of Pollex' to third parties in any way whatsoever, except insofar as this is reasonably necessary for the proper performance of the Agreement, and then only after and insofar as a confidentiality obligation has been agreed.

In the following cases, Client is in default by operation of law and Pollex' has the right to dissolve the Agreement in whole or in part – without any notice of default or judicial intervention being required – out of court:

1. a.

   if Client applies for its bankruptcy or (provisional) suspension of payments, or is declared bankrupt or granted (provisional) suspension of payments, or is placed under administration, management or guardianship by virtue of a statutory provision;

2. b.

   if Client transfers, liquidates, shuts down or discontinues (parts of) its business or at least its activities, in whole or in part;

3. c.

   if a prejudgment or executory attachment is levied against Client;

4. d.

   if Pollex' has good reason to fear that Client will fall short in any way in the performance of its obligations, or if Client has already fallen short.

In the event of dissolution by Pollex' on the basis of the previous clause, Client owes Pollex', by operation of law, an amount of 50% of the purchase price (including shipping costs) by way of damages.

The foregoing does not affect the other rights of Pollex'.

The Agreement is governed exclusively by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Only the court that has jurisdiction for the municipality in which Pollex' is established is competent to settle disputes arising from the Agreement, unless Pollex' opts for the court that has relative jurisdiction by law.

These Terms and Conditions are also available in Dutch. In the event of any difference between the Dutch and the English text, the Dutch text prevails.

If the parties have agreed a periodic payment obligation for Client, Pollex' has the right to change the prices and rates included in the Agreement unilaterally as set out in the Agreement. If this is not expressly included in the Agreement, Pollex' has the right to index the agreed prices and rates once per calendar year, on the anniversary of the Agreement. This indexation is calculated using the fixed-denominator method on the basis of the services price index (Dienstenprijsindex) 2015=100. In both cases, Pollex' will notify Client in writing of any change in prices and/or rates at least one month in advance.

Pollex' carries out the assignment for Client to the best of its knowledge and ability. Unless expressly agreed otherwise in writing in the Agreement, Pollex' has an obligation of best efforts and not an obligation of result.

Time limits that apply to Pollex' are not strict deadlines, unless the parties have expressly agreed otherwise in writing in the Agreement. An agreed time limit for Pollex' starts only after the Agreement has been concluded and all information required for the performance of the Agreement is in the possession of Pollex'. An agreed time limit for Pollex' is extended by at least the number of days that have passed between the moment the Agreement was concluded and the moment all information required for the performance of the Agreement came into the possession of Pollex'.

Pollex' has the right to have the assignment carried out (in part) by third parties.

Unless expressly agreed otherwise in writing in the Agreement (for example by means of a fixed price), Pollex' carries out its work at an hourly rate of at least € 50 and external costs are charged directly to Client. Any advance payments are only settled with (and therefore count as owed and paid until at least) the final invoice to Client.

Client is entitled to cancel free of charge up to thirty (30) days before the service is delivered.

After this period, Pollex' will charge Client an immediately payable penalty of 33% of the total fee.

If Client cancels fourteen (14) days or less before the start of the service, the full amount will be charged.

Client must invoke any defect in the performance of Pollex' within thirty (30) days after the work has been carried out and (in any case) within fourteen (14) days after receipt of the invoice. After this period, the work is deemed to be in accordance with the Agreement.

Pollex' is not liable for any indirect damage suffered by Client or a third party in connection with (the performance of) the Agreement or a service provided by Pollex', including consequential damage, non-material damage, business damage or environmental damage.

Any liability of Pollex' is in any case limited to a maximum of the invoice value of the assignment placed by Client with Pollex', or at least to that part of the assignment to which the liability relates. If Pollex' is insured and its insurance actually pays out in respect of the liability concerned, its liability is limited to the amount paid out.

The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of Pollex' or its managerial staff.

Pollex' is not liable for damage resulting from errors in the information provided by Client, such as prescribed working methods or given orders, directions and instructions, nor for damage resulting from work carried out by Client or by third parties on its behalf.

The consequences of compliance (by Pollex' or third parties) with statutory regulations or government decisions are at the expense of Client, regardless of whether the cause of or need for that compliance is attributable to Client, Pollex' or a third party.

Client can only invoke the obligations arising from this article if it has itself fulfilled all its obligations towards Pollex'.

Any right of claim of Client against Pollex', on whatever grounds, expires no later than one year after the work has been carried out.

If no specific standards or regulations have been agreed, Pollex' delivers in accordance with what Pollex' could reasonably assume.

The goods that Pollex' offers have the properties that Pollex' has made known with regard to the goods. Pollex' does not guarantee that the goods are suitable for the purpose for which Client intends to use them, not even if that purpose has been made known to Pollex'. The goods may deviate slightly from any samples, models or images that Pollex' has made available or provided to Client.

If indicated by Pollex', Client is entitled and obliged to (also) pay in a way other than in money, for example – but not limited to – by transferring goods (giving in payment).

Time limits that apply to Pollex' are not strict deadlines, unless the parties have expressly agreed otherwise in writing in the Agreement. An agreed time limit for Pollex' starts only after the Agreement has been concluded and all information required for the performance of the Agreement is in the possession of Pollex'. An agreed delivery time for Pollex' is extended by at least the number of days that have passed between the moment the Agreement was concluded and the moment all information required for the performance of the Agreement came into the possession of Pollex'.

Unless agreed otherwise in writing, goods are delivered ex works from a (Dutch) branch of Pollex'.

Unless agreed otherwise in writing, the risk for the goods passes to Client at the moment of delivery.

Pollex' may deliver the goods in parts (partial deliveries).

Client is obliged to take delivery of the goods.

In the event of delivery ex works Pollex', the obligation to take delivery starts at the moment Pollex' reports that the goods are ready for collection, after which Client must collect the goods within a period of seven (7) days at the latest.

In the event of delivery to the address of Client, the goods must be accepted at the moment Pollex' offers them to Client on location. If no delivery address has been explicitly agreed in writing, Pollex' may deliver the goods to the address of Client known to Pollex' or as shown in the Trade Register.

If Client does not take delivery of the goods or does not do so on time, Client is in default without further notice of default. In that case, Pollex' is entitled to a) store the goods at the expense and risk of Client at 5% of the invoice value of the delivery per week, with a maximum of € 250.00 per day, or b) after granting a final period of 5 working days to take delivery, sell the goods to a third party at any price that Pollex' considers reasonable in the circumstances. If Pollex' does sell the goods to a third party, Pollex' may decide to reduce the amount owed by Client by the net proceeds of the sale to that third party.

Delivery takes place under extended retention of title. All goods delivered by Pollex' remain the property of Pollex' until Client has fulfilled all its payment obligations under all purchase agreements concluded between the parties (including obligations to pay interest or (collection) costs). As long as Client has not fulfilled its payment obligations, Client undertakes towards Pollex' to treat the goods delivered with the care of a prudent owner, to keep them insured and not to pledge, process, transfer or hand them over to third parties. If this obligation is not complied with, the entire purchase price involved in the Agreement becomes immediately payable.

If Client fails to fulfil its obligations towards Pollex', Pollex' has the right to take back the goods subject to retention of title immediately. Insofar as necessary, Client will grant Pollex', at its first request, immediate access to buildings and/or sites of which Client is the owner or manager, so that Pollex' can reclaim its property.

Payments made by Client are first and as far as possible allocated to claims of Pollex' to which no retention of title applies.

Pollex' is not liable for any indirect damage suffered by Client or a third party in connection with (the performance of) an Agreement or goods or a service supplied by Pollex', including consequential damage, non-material damage, business damage or environmental damage.

Any liability of Pollex' is in any case limited to a maximum of 33% of the invoice value of the order placed by Client with Pollex', or at least to that part of the order to which the liability relates. If Pollex' is insured and its insurance actually pays out in respect of the liability concerned, its liability is limited to the amount paid out.

The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of Pollex' or its managerial staff.

Client can only invoke the obligations arising from this article if it has itself fulfilled all its obligations towards Pollex'.

Any right of claim of Client against Pollex', on whatever grounds, expires no later than one year after delivery of the goods sold to Client.