Accuverkoop Hefra

GENERAL TERMS & CONDITIONS - ACCUVERKOOP HEFRA B.V.
All our sales and supplies take place under the following terms and conditions. Different terms and conditions, including the Customer's purchasing conditions, shall apply only subject to our written agreement thereto.

Glossary
The following definitions apply to these conditions:

- Supplier: Accuverkoop Hefra B.V. (also referred to as: we, us, our, ours).
- Customer: Accuverkoop Hefra B.V.'s counterparty
- Eco-Bat: Eco-Bat Technologies Limited, the Supplier's shareholder.

1. General
Art. 1 These conditions form part of, or apply to all offers, communications and agreements made by/due to us, while simultaneously rejecting any application of the Customer's general and/or special condition(s) as third party.

2. Offers
Art. 2.1 All offers made by us are non-binding, in particular as regards the delivery time, pricing, availability and execution, unless otherwise agreed in writing. Each quotation is based on the prices valid at the time of the quotation. Should these change after the intended time, we reserve the right to change the prices afterwards within reason; in particular in case of a possible increase in duties and taxes, if the supplier implements a price increase, or should the exchange rates change.
Art. 2.2 Our offers shall be valid for 60 days, unless agreed otherwise in writing. If it has not already been accepted, an offer made by us can be withdrawn.
Art. 2.3 An agreement shall only become effective after written acceptance on our part.

3. Payment
Art. 3.1 Payment shall be done no later than 30 days after the date of the invoice. In the event of late payment, the Customer shall automatically be in default and from that moment shall owe interest of 1% per month on everything still owing.
Art. 3.2 Invoices sent shall be deemed to have been received by the Customer and to have been accepted without dispute if the Customer does not submit an objection by registered post within 7 days from the date of the invoice.
Art. 3.3 The Customer shall not be entitled to unilaterally apply any payment discount.
Art. 3.4 If we have to proceed with extrajudicial collection measures due to the Customer's failure to pay, the cost thereof shall be borne by the Customer. The extrajudicial costs amount to 15% of the total amount to be recovered, with a minimum of 500.00 Euro.
Art. 3.5 In case of non-payment and/or late payment, we shall be entitled to suspend all further deliveries on the understanding that we shall not be obliged still to deliver upon receipt of overdue payment.

4. Delivery Time
Art. 4 Delivery term means the period within which the performance must be carried out, as determined in the agreement. Parties may determine an estimated or a fixed delivery time. In case the estimated delivery time is exceeded, we shall be allowed a further period still to effect the delivery. This further period of time is equal to the original delivery period. If this further period of time or the fixed agreed delivery time is exceeded, the Customer is entitled to cancel the agreement by providing formal notice thereof. In case this further period of time is exceeded, we are not obliged to pay any compensation, unless, and given the nature of the liability and the nature of the damages, we can be held liable.

5. Delivery and Transfer of risk
Art. 5.1 The loading and transport of our products upon delivery ex warehouse shall be at the expense and risk of the Customer. In case of delivered duty paid (DDP) delivery to a specified address, the risk shall also be transferred upon loading at our warehouse.
Art. 5.2. If we deliver DDP to the address listed by the Customer, we are free in the choice of transport. In this case, the Customer shall be obliged, in the event of damage or loss arising during transport, to take the necessary steps in a timely manner to claim against the carrier. The Customer must inform us of the established damage or loss, as well as the steps taken, within 2 days from receipt of our products.
Art. 5.3. Products for repair, change or other work are transferred to our warehouse, travel and remain there at the Customer's expense and risk, which is obliged to indemnify us against any claims by the owner or third parties.

6. Guarantee
Art. 6.1 We are responsible for the proper condition of our product at the time of delivery.
Art. 6.2 The full guarantee is valid for the period of 1 year and the subsequent pro rata part. Depending on the product supplied by us, the guarantee period can vary.
Art 6.3 The Customer can call on the guarantee if he has fulfilled all his obligations towards us. The guarantee entails that we will repair or replace the product by a unit of the same type, free of charge.
Art 6.4 The following products are not covered by the guarantee: being overloaded or having been overloaded, damaged as a result of incorrect, improper and or unprofessional handling, only discharged during normal use, opened by an unauthorised person.
Art 6.5. The following products are also not covered by the guarantee: the imprinted production code has been removed, modified or replaced, the electrolyte is contaminated.
Art 6.6 The Customer is given the option to buy out the guarantee at a discount to be determined by us.
Art. 6.7 Complaints must be submitted within the guarantee period, stated under paragraph 2 of this article.

7. Marks, trade name and the state of the products
Art 7.1 The Customer is not entitled to alter the products delivered by us; the products may only be sold by the Customer in the state in which they are delivered by us.
Art. 7.2 The Customer is not entitled to remove or modify any type designation, brand or trade name, colour, image, label or any other trade mark applied to the product by us.
Art. 7.3 The Customer is not permitted to use the brand(s) or the trade name(s) Wilco, Boogstein, Kroon, Voac, Veac, VMF, Magnum, Portapower and Blue Power as a whole or in part as (part of) the trade name of the Customer.
Art. 7.4 The Customer is not permitted to apply a label with its trade name on the products delivered by us and sold by the Customer.

8. Complaints
Art. 8.1 Complaints must be reported within 8 days of receipt of our products, or within the same term, after a failure is or can reasonably have been discovered.
Art. 8.2 Complaints must be made by registered letter.
Art. 8.3 If the period referred to under paragraph 1 is exceeded, or products delivered by us are processed, the right to complain expires.

9. Liability
Art. 9 Should we be prevented from meeting our obligations towards the Customer due to force majeure, we shall be entitled not to carry out, or to suspend further execution thereof, without a liability to pay any compensation or guarantee. The financial settlement shall then be done by mutual agreement between the Customer and us.

10. Cancellation
Art. 10 The Customer (party) that has made any undertaking towards us in any way, cannot unilaterally cancel the Agreement; except by written authority thereto on the part of the Seller. If such authority is given, the Customer shall nevertheless, by way of compensation, owe an amount equal to at least 40% of what the Customer would have had to pay in the implementation of the agreement, unless we can prove that our damage is greater or the Customer can justify that the damage is less. A minimum of at least 250.00 Euro applies in the determination of the aforementioned amount.

11. Retention of Title
Art. 11 All delivered goods remain our property until receipt of complete payment of all outstanding claims, interest and costs incurred. This shall apply as an extended safeguard for payment of anything owed to us, with no exceptions.

12. Dissolution
Art. 12 Agreements shall be deemed to be dissolved without judicial intervention without any requirement of prior notice of default, starting from the time at which the Customer is declared bankrupt, applies for (provisional) suspension of payments, commences with a judicial reorganisation or in the case of seizure (administration) or otherwise loses the power of disposal over its assets as a whole or in part. All our claims shall become immediately due and payable upon dissolution of the agreement. In addition, we reserve the right to full compensation of the damage suffered or to be suffered due to the dissolution.

13. Compliance with trade sanctions
Art. 13.1  Concerning the goods to be purchased from us (including any equipment, technology and software) and services (hereinafter referred to collectively as: Goods and Services), the Customer shall act in accordance with national and international legislation and regulations, including legislation and regulations regarding sanctions, restrictions, limitations and embargoes established by the United Nations, the European Union, the United States of America, Nederland and the (other) countries where the Supplier or Eco-Bat is active (hereinafter also called: Sanctions).
Art. 13.2 In relation to the Goods and Services to be purchased from us, the Customer is required to comply with the Sanctions imposed on natural persons, entities, organisations and countries (hereinafter collectively called: Parties), in any case this shall concern Parties that are included on the sanction lists of the aforementioned countries and international organizations under 13.1.
Art. 13.3 With regard to the Goods and Services to be purchased from us, no transactions are accepted that are directly or indirectly related to Syria, Iran, Yemen, Sudan, Myanmar (Burma), North Korea or Cuba. The Customer is forbidden to supply our goods and services, directly or indirectly, for use in or by Parties in these countries, or to make a payment to us directly or indirectly coming from a Party in one of these countries.
Art. 13.4 We are entitled to refuse delivery if we have reasonable grounds to believe that our goods or services shall end up being used in or by Parties from countries as set out under 13.2., or we have reasonable grounds to believe that the Customer is acting in breach of the Sanctions referred to under 13.1. In this case, we shall, insofar as permitted by the applicable legislation and regulations as referred to under article 13.1 and 13.2, proceed to refund any payments already received. We reserve the right to compensation for any damage we suffer or will suffer as a result of the Customer's failure to act in accordance with the provisions of this article 13.

14. Applicable law
Art. 14.1 Disputes between us and the Customer, regardless of the nature thereof, shall be submitted to the competent court in Rotterdam by the most affected party, unless the Customer opts for mediation by the competent court according to the law, within one month after we have made a claim based on this clause. Dutch law is applicable to all agreements, as well as on the pre-contractual phase.