TERMS AND CONDITIONS

Invest Machinery B.V.

Definitions

1. Invest Machinery B.V.: Invest Machinery B.V., established in Schiedam under KvK no. 80426468.
2. Customer: the person with whom Invest Machinery B.V. has entered into an agreement.
3. Parties: Invest Machinery B.V. and customer together.
4. Machinery: supplied installations, equipment, parts, accessories and tools as well as goods related thereto, in the broadest sense.

Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Invest Machinery B.V.
2. The parties may deviate from these terms and conditions only if they have expressly agreed to do so in writing.
3. The parties expressly exclude the applicability of additional and or different general terms and conditions of the customer or third parties.
4. The purchase agreement comes into effect under the resolutive condition, that you have paid the full purchase price within 7 days from the date of invoice/order confirmation or another term as agreed in writing. A verbally agreed term is not binding.

Prices

1. All prices used by Invest Machinery B.V. are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs: unless expressly stated otherwise or agreed otherwise.
2. All prices used by Invest Machinery B.V. for its products or services, on its website or otherwise made known, Invest Machinery B.V. may change at any time.
3. Increases in the cost prices of products or parts thereof, which Invest Machinery B.V. could not foresee when making the offer or concluding the agreement, may result in price increases.
4. Prices are based on delivery as agreed incoterms, in accordance with Incoterms 2010. Unless explicitly agreed otherwise.

Payments and payment period

1. Payments of invoices are due within 7 days. After receiving payment the goods will be shipped, or can be picked up. Payment of invoices from Invest Machinery B.V. must take place without any deduction or set-off at the latest 7 days after the invoice date. If payment is not made within this period, the client will be in default without notice of default being required.

Consequences of not paying on time

1. Payments must be made within the payment period stated on the invoice. If payment is not received by the due date and if after the expiration of the payment period of a reminder invoice still no (full) payment has been received, the customer shall be in default and shall owe interest equal to the statutory interest rate, increased by 5%.
2. If the customer is in default, it will also owe Invest Machinery B.V. extrajudicial collection costs and any damages.
3. Collection costs are calculated according to the Compensation for Extrajudicial Collection Costs Decree.
4. If the customer fails to pay on time, Invest Machinery B.V. may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the client, Invest Machinery B.V.'s claims against the client are immediately due and payable.
6. If the customer refuses to cooperate in Invest Machinery B.V.'s performance of the agreement, it will still be obliged to pay Invest Machinery B.V. the agreed price.
7. Any down payment or partial down payment will not be refunded to the buyer if the buyer does not meet the payment deadline. Invest Machinery B.V. reserves the right to sell goods to another customer if the customer does not comply with its obligations.

Right of advertising

1. Once the customer is in default, Invest Machinery B.V. shall be entitled to invoke the right of complaint with respect to the unpaid products delivered to the customer.
2. Invest Machinery B.V. invokes the right of complaint by means of a written or electronic communication.
3. As soon as the customer has been notified of the invoked right of complaint, the customer must immediately return the products to which this right relates to Invest Machinery B.V., unless the parties agree otherwise.
4. The cost of retrieval or delivery shall be borne by the customer.
5. Complaints on delivered used machines will not be accepted by Invest Machinery B.V., unless agreed otherwise in writing.

Suspension right

1. Unless the customer is a consumer, the customer waives the right to suspend performance of any obligation arising from this agreement.

Lien

1. Invest Machinery B.V. may invoke its right of retention and in that case retain products of the client until the client has paid all outstanding invoices to Invest Machinery B.V., unless the client has provided sufficient security for these costs.
2. The lien also applies by virtue of previous agreements from which the customer still owes payments to Invest Machinery B.V.
3. Invest Machinery B.V. will never be liable for any damage that the customer may suffer as a result of exercising its right of retention.

Settlement

1. Unless the customer is a consumer, the customer waives its right to set off any debt to Invest Machinery B.V. against any claim against Invest Machinery B.V.

Retention

1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality shall be borne entirely by the customer.
2. Any additional costs resulting from premature or late purchase of products shall be borne entirely by the customer.

Warranty

1. Invest Machinery B.V. delivers used machines. On this basis no guarantees on quality and life span can be given. Warranties are only applicable if given in writing.
2. Invest Machinery B.V. cannot verify with certainty the accuracy of the hours read and years of construction, therefore no guarantees can be given on these factors.
3. Invest Machinery B.V. offers the customer (at his own expense) the opportunity to subject the machine to an inspection himself. Invest Machinery B.V. determines the location and time of the inspection.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the time they are legally and or actually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

Indemnification

1. The customer indemnifies Invest Machinery B.V. against all third party claims related to the products and/or services provided by Invest Machinery B.V.

Complaints

1. The customer must examine a product delivered or service rendered by Invest Machinery B.V. for any shortcomings as soon as possible.
2. If a product delivered or service rendered does not comply with what the customer could reasonably expect from the agreement, the customer must inform Invest Machinery B.V. of this as soon as possible, but in any case within 1 day of the discovery of the shortcomings.
3. The customer will provide as detailed a description as possible of the shortcoming so that Invest Machinery B.V. is able to respond adequately.
4. The customer must show that the complaint relates to an agreement between the parties.
5. If a complaint concerns work in progress, this can in any case not result in Invest Machinery B.V. being obliged to perform other work than that agreed upon.

Notice of default

1. The customer must give notice of default to Invest Machinery B.V. in writing within 1 day by registered letter or by mail with proof of posting.
2. It is the responsibility of the customer that a notice of default actually reaches Invest Machinery B.V. (on time).

Joint and several liability customer

1. If Invest Machinery B.V. enters into an agreement with several customers, each of them will be jointly and severally liable for the full amounts owed to Invest Machinery B.V. under that agreement.

Liability Invest Machinery B.V.

1. Invest Machinery B.V. is liable for any damage suffered by the client only if and insofar as such damage was caused by intent or deliberate recklessness.
2. If Invest Machinery B.V. is liable for any damage, it will only be liable for direct damage arising from or related to the performance of an agreement.
3. Invest Machinery B.V. is never liable for indirect damages, such as consequential damages, lost profits missed savings or damages to third parties.
4. If Invest Machinery B.V. is liable, this liability will be limited to the amount paid out by any (professional) liability insurance taken out, and in the absence of (full) payment by an insurance company of the damage amount, the liability will be limited to the (part of the) invoice amount to which the liability relates.
5. All images photos, colors, drawings descriptions on the website or in a catalog are only indicative and are only approximate and can not give rise to damages and or (partial) rescission of the agreement and or suspension of any obligation.

Due date

1. Any right of the customer to compensation from Invest Machinery B.V. will in any case lapse 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Right of rescission

1. The customer has the right to dissolve the agreement when Invest Machinery B.V. imputably fails in the fulfillment of its obligations, unless this failure, given its special nature or minor importance, does not justify the dissolution.
2. If fulfillment of the obligations by Invest Machinery B.V. is not permanently or temporarily impossible, dissolution can only take place after Invest Machinery B.V. is in default.
3. Invest Machinery B.V. has the right to dissolve the agreement with the client if the client fails to fulfil its obligations under the agreement in full or in a timely manner, or if Invest Machinery B.V. becomes aware of circumstances which give it good reason to fear that the client will be unable to fulfil its obligations properly

Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure on the part of Invest Machinery B.V. to fulfil any obligation towards the Client cannot be attributed to Invest Machinery B.V. in a situation independent of the will of Invest Machinery B.V., as a result of which the fulfilment of its obligations towards the Client is prevented in whole or in part or as a result of which the fulfilment of its obligations cannot reasonably be required of Invest Machinery B.V..
2. The force majeure situation mentioned in paragraph 1 also includes - but is not limited to - the following: state of emergency (such as civil war, insurrection, riots, natural disasters, pandemic, etc.); defaults and force majeure of suppliers, delivery companies or other third parties; unexpected power, electricity, internet, computer and telecom failures: computer viruses, strikes, government measures, unforeseen transportation problems, bad weather conditions and work interruptions.
3. If a force majeure situation arises that prevents Invest Machinery B.V. from fulfilling 1 or more obligations to the customer, those obligations will be suspended until Invest Machinery B.V. can again fulfill them.
4. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may rescind the agreement in writing in whole or in part.
5. Invest Machinery B.V. will not owe any compensation or damages in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Delivery

1. Delivery shall be in "As-is" condition unless otherwise agreed in writing.
2. The agreed delivery times can only be given approximately. Although every effort will be made to meet the delivery times as much as possible, Invest Machinery B.V. will never be liable for the consequences of exceeding these times.
3. Such overrun does not entitle the customer to cancel the order or refuse receipt or payment for the goods, nor does it oblige Invest Machinery B.V. to pay any compensation to the customer or to deliver from stock.
4. Delivery will only take place when the Client has fully complied with all its obligations. In the event of no or incomplete fulfillment of the obligations, the machine in question will not leave the Invest Machinery B.V. site.

Risk transfer

1. In the event of sale, delivery will take place as agreed Incoterms, in accordance with the Incoterms 2010; the risk of the item passes at the time Invest Machinery B.V. makes it available to the Client.
2. Notwithstanding the provisions of sub 1, Invest Machinery B.V. and the Client agree that Invest Machinery B.V. will take care of transport. The risk of storage, loading, transport and unloading will also rest with the Client in this case. The Client may insure itself against these risks. Obligations entered into towards third parties do not alter this and are deemed to have been accepted in the interests of the Client.
3. If the sale involves a trade-in and the Client continues to use the good to be traded in pending delivery of the new good, the risk of the good to be traded in remains with the Client until such time as he has placed it in Invest Machinery B.V.'s possession.

Retention of title and lien

1. After delivery, Invest Machinery B.V. remains the owner of delivered goods for as long as the Customer:
   1. fails or will fail to perform its obligations under this Agreement or other similar agreements.
   2. For work performed or to be performed under such agreements does not pay or will not pay.
   3. Has not paid claims arising from the non-performance of the above agreements, such as damages, penalties, interest and costs.
2. As long as goods delivered are subject to retention of title, Customer may not encumber them outside the scope of its normal business operations.
3. After Invest Machinery B.V. has invoked its retention of title, it may retrieve the delivered goods. The Client authorizes Invest Machinery B.V. to enter the place where these items are located.
4. If Invest Machinery B.V. cannot invoke its retention of title because the delivered goods have been mixed, deformed or copied, the Client is obliged to pledge the newly formed goods to Invest Machinery B.V..

Storage

1. If the Client fails to take delivery of the machines, fails to come and collect them or if delivery to the address given by the Client is not possible, the machines will be stored at the expense and risk of the Client for a maximum of 30 days, or longer if Invest Machinery B.V. deems this desirable. In this case, as well as in the event of any other (attributable) failure on the part of the Client, Invest Machinery B.V. will at all times have the authority to either demand fulfilment of the agreement or to dissolve the agreement (or have it dissolved) in whole or in part following written notice of default, without prejudice to its rights to compensation for the damage suffered and loss of profit, including storage costs.

Trade Compliance

1. Customer warrants that neither it nor any of its shareholders or UBOs are designated as Sanctioned Party¹ or affiliated with or acting on behalf of a Sanctioned Party under any sanctions regime, including but not limited to the sanctions regimes of the United Nations, the European Union, the Netherlands, the United Kingdom and the United States.
2. Customer agrees to comply with all applicable sanctions and export control laws and regulations, including but not limited to those of the United Nations, the European Union, the Netherlands, the United Kingdom and the United States.
3. Customer represents that it will not export, re-export or transfer the Products to Cuba, Iran, North Korea, Syria, Crimea, Sevastopol, Donetsk, Luhansk, Kherson and Zaporizhzhia
4. Customer represents that it will not export, re-export or transfer the Products in violation of any applicable sanctions and export control laws and regulations, including but not limited to regulations relating to Russia, and that it will not engage in any related activities designed to circumvent such regulations.
5. Having regard to Article 4, Customer warrants that it will not sell, export or re-export, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus, any goods supplied under or in connection with this Agreement that fall within the scope of Article 12 octes of Council Regulation (EU) No. 833/2014 or Article 8 octes of Council Regulation (EC) No. 765/2006.
6. The Customer warrants that it will make every effort to ensure that the purpose of paragraph (i) is not frustrated by third parties further down the commercial chain, including possible resellers.

iii. Customer warrants that it will establish and maintain an adequate monitoring mechanism to detect third-party behavior further down the commercial chain that would thwart the purpose of paragraph (i), including potential resellers.

1. Any violation of paragraphs (i), (ii) or (iii) constitutes a material breach of an essential element of this Agreement, and Invest Machinery B.V. has the right to pursue appropriate remedies, including, but not limited to:
2. Termination of this Agreement; and
3. a penalty of 30 % of the total value of the Contract or the price of the goods performed, whichever is higher.
4. Any breach of paragraphs (i), (ii) or (iii) shall constitute a material breach of a The Customer shall promptly notify Invest Machinery B.V. of any difficulties in applying paragraphs (i), (ii) or (iii), including any relevant activities by third parties that could defeat the purpose of paragraph (i). The Customer shall make information available to Invest Machinery B.V. regarding compliance with the obligations under items (i), (ii) and (iii) within two weeks of the request for such information."
5. Customer is responsible for obtaining all necessary licenses, permits and approvals from competent authorities required for the sale, export, re-export, transfer or import of the Products in accordance with these regulations.
6. The Customer shall ensure that the end use of the Products is in full compliance with all relevant sanctions and export control laws and regulations.
7. Customer warrants that the Products will be used only for the purposes for which they are intended and will not be used for, or in connection with, illegal purposes, including, but not limited to, activities involving torture or oppression or other human rights violations, weapons of mass destruction or chemical, biological, radiological or nuclear weapons or related activities.
8. Customer warrants that it will ensure that all obligations under this Article are passed on to third parties that Customer contracts with or uses in the performance of the Agreement, or that assume any obligation, or any part thereof.
9. Invest Machinery B.V. may terminate this Agreement without liability, with immediate effect and without prior notice if the Customer breaches any provision of this clause, at the sole direction of the Invest Machinery B.V. In the event of such termination, Invest Machinery B.V. shall not incur any further obligation under the Agreement and the Customer shall indemnify Invest Machinery B.V. against all direct and indirect damages, claims, fines or other losses resulting from such breach. Invest Machinery B.V. will furthermore be entitled to all other remedies available to it under the law or equity.

¹⁾ Sanctioned Party" means any sanctioned party including:

(a) a sanctioned party designated by the U.S. as a Specially Designated National (SDN);

(b) a sanctioned party designated by the European Union or any of its member states;

(c) a party owned for 50% or more by a person or persons listed in (a) or (b) (alone or in the aggregate);

(d) a party controlled by a person referred to in subsection (b); or

(e) a Party that is otherwise subject to applicable sanctions.

Modification of the agreement

1. If after the conclusion of the agreement for its execution it appears necessary to modify or supplement its content, the parties shall promptly and by mutual agreement adjust the agreement accordingly.

Modification of general terms and conditions

1. Invest Machinery B.V. is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance may be made at any time.
3. Major substantive changes will be discussed by Invest Machinery B.V. with the customer in advance whenever possible.

Transfer of Rights

1. Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of Invest Machinery B.V..
2. This provision counts as a clause with property law effect as referred to in Article 3:83, paragraph 2, Civil Code.

Consequences of nullity or voidability

1. Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the remaining provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Invest Machinery B.V. had in mind when drafting the conditions on that point.

Translations

1. If a translation of these General Terms and Conditions is made and differences of interpretation should arise between the Dutch text and the foreign language texts, the Dutch text shall be decisive.

Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
2. The Dutch court in the district where Invest Machinery B.V. has its registered office/office is exclusively authorized to take cognizance of any disputes between the parties, unless otherwise required by mandatory law.

Retrieved November 19, 2024