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Terms & Conditions

Terms & Conditions VeganUP VOF

augustus 2020, Zevenbergen

Article 1 Definitions

- In these general terms and conditions of sale and delivery of VeganUP, with its registered office in Rotterdam, and all directly or indirectly affiliated companies and companies;

- Agreement: every agreement between VeganUP and the Customer and any change or addition thereto;

- Goods: all tangible goods that are (will) be delivered to the Customer for the performance of an Agreement;

- Services: services to be provided by VeganUP to the Customer, including - but not limited to - giving advice;

- Damage: all direct financial damage suffered by the Customer, with the exception of lost turnover, profit and / or other consequential damage, but including reasonable costs incurred by accountants, legal advisers and tax specialists to determine damage and liability;

- Conditions: these general terms and conditions of sale and delivery.

Article 2 Applicability

- These Conditions apply to all legal relationships between VeganUP and the Customer, including offers and Agreements.

- By accepting an offer made by VeganUP, the Customer also accepts the applicability of these Conditions. Applicability of the Customer's general terms and conditions is explicitly rejected by VeganUP.

- Deviations from and / or additions to these Conditions only apply if and insofar as they have been explicitly accepted in writing by an authorized representative of VeganUP. An agreed deviation or addition only relates to the delivery for which it has been agreed.

Article 3 Offer, acceptance & orders

- All offers and quotations, in any way made by or on behalf of VeganUP, are without obligation, unless they contain a term for acceptance. Offers mentioned in brochures, price lists, etc. are also without obligation. If a non-binding offer is accepted by the Customer, VeganUP has the right to withdraw the offer.

- Offers and promises of intermediaries, representatives and / or employees engaged by VeganUP are only binding if they have been confirmed in writing by VeganUP.

- VeganUP is completely free to accept or reject orders from a Customer.

- Agreements are concluded the moment (1) VeganUP confirms an offer or order from the Customer in writing; (2) the moment VeganUP starts with the execution of the Agreement; or (3) at the moment that VeganUP sends an invoice to the Customer for the Agreement in question.

- Orders from Customers accepted by VeganUP are considered to be only determinative by type and brand. If a packaging, version, model, type, etc. has been changed, VeganUP is discharged by delivery of the changed packaging, version, model, type, etc. at the applicable standard price.

Article 4. Delivery, transfer of risk, inspection and complaints

- Unless otherwise agreed in writing, delivery takes place ex distribution center of VeganUP. The Goods to be delivered are at the expense and risk of the Buyer from the moment they leave the distribution center.

- If and insofar as VeganUP takes care of the transport of the Goods, this does not affect the provisions of paragraph 1 of this article. The mode of transport is determined by VeganUP. The Buyer is obliged to receive the Goods at the agreed place of delivery and to unload them immediately.

- If VeganUP arranges the transport of the Goods, whether or not on behalf of the Customer, VeganUP is free to choose the packaging, the transporter and the route to be followed. If VeganUP also provides transport insurance, this does not affect the provisions of paragraph 1 and the Customer will, if desired, insure the Goods additionally.

- From the moment that the Goods are at the expense and risk of the Customer, the Customer will ensure adequate insurance for the Goods against all possible risks, such as - but not limited to - loss, theft, damage and / or destruction of the goods.

- VeganUP has the right to deliver in parts, in which case that which has been agreed between the parties regarding such sales applies to each delivery separately. VeganUP is entitled to invoice the relevant partial delivery pro rata.

- If the date of actual delivery is postponed at the request or through the actions of the Customer, the Customer requests deliveries in parts and / or Goods are not collected, then the risk for the Goods will nevertheless pass to the Customer as from the moment these Goods are identified as 'goods of the Customer' in the administration and / or the storage space of VeganUP. From that moment on, VeganUP is entitled to invoice the Goods to the Customer. Any costs of extra transport, storage, insurance and / or other extra costs are for the account of the Customer.

- Upon delivery, the Customer must examine whether the goods comply with the Agreement (correct product, correct quality, correct quantity, correct best-before date, absence of damage, etc.). If the items do not comply with the Agreement, the Customer can no longer invoke this if, in the event of visible defects, he does not notify VeganUP within 2 working days after delivery, and in the case of invisible defects within 2 days after discovery or at least within 7 days after delivery, in writing and with reasons. has given notice. Furthermore, Customer's right to complain lapses if he does not sufficiently cooperate with VeganUP's investigation into the validity of the submitted complaint. The customer will give VeganUP the opportunity to view the goods.

- Changes to technical insights in the sector and / or government regulations are at the risk of the Buyer. Minor or technically unavoidable deviations in quality, quantity, dimensions, color, size, etc. do not constitute grounds for complaint. The same applies to color differences as a result of light and / or weather influences.

- Returns are only accepted after the prior written approval of VeganUP. The costs and risks associated with return shipments are at the risk of the Customer.

- VeganUP is not obliged to take back Goods purchased by sample or selected at the location of VeganUP. The right to complain furthermore lapses if the Customer has not fulfilled his obligations or if the Goods have been taken into use, processed and / or processed.

- If the goods delivered are defective and all the aforementioned procedural requirements have been observed, VeganUP will either repair the defective good or have it replaced by a non-defective product, or credit the amount corresponding to the complaint to the Customer, entirely at its discretion. from VeganUP. VeganUP is not liable for any damage suffered by the Customer with regard to defective products.

Article 5 Services

- If VeganUP provides Services to the Customer, VeganUP will make every effort to perform these Services as well as possible.

- The Customer agrees that VeganUP can engage one or more third parties for the performance of Services. VeganUP is not liable for shortcomings of third parties who do not work in the employment of VeganUP, except for intent or gross negligence on the part of VeganUP. The authority to engage third parties also includes the authority to agree to a limitation of liability by the relevant third parties on behalf of the Customer.

Article 6 Delivery periods

- Specified or agreed delivery terms are never to be regarded as deadlines. In the event of late delivery, VeganUP is only in default after written notice of default, whereby a further and reasonable term for delivery is set that is at least equal to 30 days, while the Customer is still obliged to purchase.

- Should default occur after notice of default, VeganUP will consult with the Customer about compliance or dissolution of the agreement. The customer can only claim compensation for damage if this has been agreed in writing in advance. Any damage to be compensated by VeganUP will never be greater than that part of the invoice amount that relates to the Goods not delivered, not delivered on time, not correctly or not completely.

Article 7 Prices, payment and settlement

- The Goods and / or Services delivered to the Customer are calculated at the prices of VeganUP for the relevant Goods and / or Services valid on the day of Delivery, even if a different price has been explicitly agreed. If the charged price is more than 10% higher than the initially agreed price, the Buyer has the right to dissolve the Agreement in writing immediately after the Buyer has made the price increase on the

has been notified. After that, the right to dissolution expires. The customer is not entitled to terminate the agreement on this ground if the price increase is the result of government measures or freight rates.

- All prices are exclusive of VAT, packaging and / or packaging costs, disposal contributions and any other taxes and levies due by the government as they apply at the time of Delivery, unless expressly stated otherwise. Unless otherwise agreed, transport, shipping and / or postage costs and costs related to insuring the Goods are at the expense of the Customer.

- The customer is obliged to pay VeganUP the costs of packaging. The packaging is credited to the Customer by VeganUP on the condition that the Customer (1) returns it to VeganUP by his own car (2) within 1 year after delivery thereof, (3) this packaging is invoiced and paid to the Customer, and (4) this has been sorted by the Customer by brand and content.

- Payment to VeganUP must be made within 5 days of the invoice date in a manner to be indicated by VeganUP. Delivery will only take place after full payment has been received, unless the parties have agreed otherwise in writing.

- Payment is effectively made in the invoiced currency and without settlement, discount or suspension. VeganUP is authorized to claim amounts that it has at any time from the Customer, to set off against amounts that VeganUP or an associated company owes or will owe to the Customer.

- If payment is not made within 5 days of the invoice date, or at least within the agreed payment term, the Customer will be in default by operation of law without further notice of default. In case of default, all payment obligations of the Customer are immediately due and payable and the Customer is obliged to reimburse VeganUP of default interest on amounts owed equal to the statutory commercial interest under Article 6: 119a of the Dutch Civil Code plus two (2) percentage points. In addition, the Customer owes VeganUP a credit limitation surcharge equal to 3% of the outstanding invoice amount.

- If there is good reason to fear that the Customer will not strictly fulfill its obligations, all claims of VeganUP on the Customer are immediately due and payable and the Customer is obliged to immediately provide adequate security in the form desired by VeganUP at the first request of VeganUP and this necessary to complete for the fulfillment of all its obligations. As long as the Customer has not complied with this, VeganUP is entitled to suspend compliance with its obligations.

- If the Customer does not (timely) fulfill his payment obligations, all collection costs (both judicial and extrajudicial) are for the account of the Customer. The extrajudicial collection costs are calculated in accordance with the Voorwerk II Report, however with a minimum of € 1,500.

- The customer can only object to an invoice in writing within 8 days of the invoice date. After expiry of that period, the Customer is deemed to have agreed to the relevant invoice.

- Payments by or on behalf of the Customer successively serve to settle the extrajudicial collection costs owed by the Customer, the judicial costs, the interest owed and then in order of age of the outstanding principal, regardless of instructions to the contrary from the Customer.

Article 8 Retention of title

- VeganUP reserves the ownership of the Goods until they have been fully satisfied:

- the performance owed by the Customer for all Goods and / or Services delivered or to be delivered by VeganUP; and

- all claims of VeganUP on the Customer due to the Customer's failure to fulfill its obligations.

- If the retention of title is invoked, the Customer is not entitled to reimbursement of the storage costs, nor can it invoke a right of retention in this respect.

- If the Customer is in default with regard to the obligations as referred to in Article 7, or if VeganUP has good reason in its opinion to fear that the Customer will not fulfill its obligations, VeganUP is entitled to return the goods that belong to it. from where they are located. The Customer grants VeganUP irrevocable authorization for that purpose to enter or have entered the areas in use by or for the Customer. In the event that the Customer does not comply with the provisions of this paragraph on first request, the Customer will forfeit to VeganUP an immediately payable fine equal to 10% of the amount still owed by the Customer to VeganUP per day.

- The Customer is authorized to resell or use the Goods delivered under retention of title, if and insofar as necessary, exclusively in the context of the normal course of his business. In the event of sale, the Purchaser is bound by these Goods

also and only on condition of this retention of title and in accordance with the provisions of this article. An exception applies to the situation in which the Customer has gone into bankruptcy or moratorium, in which case resale in the context of the normal course of business is not permitted. The Customer is not authorized to pledge the Goods delivered under retention of title to third parties or to have them serve as security in the broadest sense of the word to third parties and / or to establish any limited right to them.

- The customer is obliged to keep the goods delivered under retention of title carefully and as recognizable property of VeganUP and to insure them adequately against all business and other risks (including - but not limited to - fire, theft, water damage, explosion, etc.) . At VeganUP's first request, the Customer will provide copies to VeganUP of the applicable insurance policies, including proof of timely premium payment.

- On delivered Goods that have passed into the ownership of the Buyer - or that have been processed - and are still in the hands of the Buyer, the Buyer hereby establishes a right of pledge on behalf of VeganUP as security for the fulfillment of claims, other than those referred to in paragraph 1 of this article (including - but not limited to - future claims), which VeganUP may have or obtain on the Customer. At the first request of VeganUP, the Customer will hand over the Goods that fall under this right of pledge to VeganUP in order to realize a pledge. Paragraph 3 of this article applies accordingly.

- The customer is furthermore obliged to upon the first request of VeganUP:

- To pledge any claims of the Customer against insurers regarding the Goods referred to in this article to VeganUP; and / or

- To pledge any claims of the Customer against its debtors regarding the Goods referred to in this article to VeganUP; and / or

- To cooperate in other ways with all reasonable measures that VeganUP wishes to take to protect its interests and / or property rights, provided that the measures to be taken do not disproportionately hinder the Customer in its business operations.

Article 9 Guarantee

- VeganUP does not give any other or further guarantee on Goods than the guarantee of its suppliers and / or producers for the relevant Good.

- If a supplier and / or producer does not generally provide a guarantee on a Good, VeganUP guarantees that the Good in question has the properties that can be expected from it during a period after purchase that is reasonable for such products. Under no circumstances will this term be longer than 6 months. The warranty applies only under normal use, in accordance with the applicable regulations for the relevant Good. In case the Good turns out to be defective within this warranty period, the Customer will return it to VeganUP. VeganUP is responsible for repair or replacement of the defective Good. VeganUP is not bound to more than that. Under no circumstances is VeganUP obliged to pay any compensation due to the possible defectiveness of Goods during the warranty period.

- Carrying out repair and / or change work to a Good without the written permission of VeganUP will void any warranty. The same applies if Goods are not handled and / or cleaned according to the instructions.

- In the case of resale of Goods to third parties, the Customer will not provide any guarantees that go beyond those stated in this article.

- No guarantee is provided on Services. No guarantee is provided on natural products insofar as they are items that are inherent to the relevant natural product. For wood this concerns, for example, small cracks, cracks and cracks, resin cores, knots, small and / or

usual color difference and deviating grain.

Article 10 Placement and Assembly
- If it has been agreed that VeganUP will arrange for the placement / assembly of Goods, then all other activities (including - but not limited to - cutting, breaking, masonry, concrete, plastering, plumbing, electrical, gas, painting, central heating, scaffolding and carpentry) at the expense and risk of the Buyer. The same applies to any fasteners, rules and other provisions to be applied, which are necessary for assembly / placement and which are not expressly included in the accepted offer. The customer is also responsible for the timely application and payment of the necessary permits.
- Unless otherwise agreed in writing, the agreed price for placement / assembly only takes into account work and delivery during normal working hours, uninterrupted, under normal circumstances, in the presence of the Customer, at a location that is easily accessible, safe and easily accessible. all sides through paved and paved access roads. If all these conditions have not been met or if there are other special circumstances that cause delivery or assembly / installation to take extra time, any additional costs will be borne by the Buyer. Special circumstances are also included
the situation in which delivery cannot be made because the Buyer cannot meet its obligation to purchase against cash payment (if agreed) or other reasons why delivery cannot actually be made, such as the absence of the Buyer or its representative.
- The customer is responsible for providing a lockable dry storage place for tools, goods and materials at his own expense. In addition, the Customer will provide suitable housing, adequate power supplies (220 / 380V) at the workplace, as well as water and light and any other legally required facilities.
- The Customer is responsible for its own account and risk that:
- the installation / installation personnel can do their work under normal circumstances, when they want to start doing so, unobstructed by obstacles, and can continue uninterrupted according to the assembly sequence determined by them;
- the installation / installation personnel can perform their work during normal working hours, or - if this is in writing at the request of the Customer
agreed - outside normal working hours; and
- the construction site meets all safety requirements and all necessary precautions have been taken. If the Customer fails to do so, all
extra costs (including extra travel and accommodation costs) and damage from VeganUP at the expense of the Customer. This explicitly includes the situation that the
assembly team is unable to carry out a planned subsequent assembly due to the delay occurring at the Customer.
- The customer will be present at the installation / placement site at the time of completion of the work and will immediately check carefully whether the work has been carried out properly. Complaints after the departure of the placement / assembly employee (s) will not be handled unless the Customer demonstrates that he could not reasonably have discovered the defect in question at the time the work was completed.
- Placement, assembly and / or installation costs must be paid in advance. If these costs cannot be determined in advance, the Customer is obliged to pay in advance an advance that is reasonably calculated by VeganUP.

Article 11 Liability, force majeure and release
- In case of defectiveness of the Goods delivered, the liability of VeganUP is limited to compliance with the Guarantee as included in article 9 of these Conditions.
- In all other cases (including the situation that VeganUP provides Services and / or VeganUP would not fulfill its warranty obligations for whatever reason), the liability of VeganUP is limited to compensation for Damage that is due to intent or gross negligence of its or its employees. blame. VeganUP is not liable for other damage, in whatever form or of any kind.
- VeganUP is not liable for damage that arises in connection with intermediaries, representatives and agents engaged by VeganUP (or intermediaries, representatives and
employees) provided communications, explanations or advice in the broadest sense of the word, such as (but not limited to) with regard to loading, unloading, transport, storage, safekeeping, use, composition and / or suitability of delivered by it or third parties to the Customer goods.
- Under no circumstances is VeganUP obliged to compensate a higher amount than it can recover from its insurers in respect of the damage for which it is held liable, to be increased by its own risk under that insurance. If insurers do not pay out or the damage is not covered by insurance, VeganUP's liability is limited to Damage to a maximum of the net invoice value of the relevant delivery / Service, but in any case to a maximum of € 10,000. -.
- VeganUP stipulates all legal and contractual defenses, which it can invoke to ward off its own liability towards the Customer, also for the benefit of its subordinates, the non-subordinates for whose conduct VeganUP would be liable under the law and the suppliers of VeganUP.
- Any liability of VeganUP towards the Customer lapses after 3 years after (1) the Goods have been delivered to the Customer; and / or (2) the Services for the Customer have been completed.
- VeganUP is not liable for delay, non or incorrect delivery as a direct or indirect result of force majeure. Force majeure is understood to include any circumstance beyond the control of VeganUP, which prevents the normal execution of the agreement or makes it difficult to such an extent that it cannot reasonably be expected of VeganUP, such as strike, illness and / or excessive absenteeism, deficiency to persons, raw materials and / or materials, government measures including import and export measures, shortcomings on the part of third parties engaged by VeganUP (including suppliers), defects and / or damage to production resources, transport obstacles and / or disruptions in traffic, etc. VeganUP can also invoke force majeure, if the relevant circumstance causing force majeure occurred after VeganUP should have delivered.
- Without prejudice to any further rights accruing to the parties, force majeure gives both parties the authority to dissolve the agreement for the part thereof that has not yet been performed after the force majeure situation has continued for 1 month, without the parties being obliged to pay any compensation. Article 4 paragraph 5 of these Terms and Conditions applies mutatis mutandis.

Article 12 Intellectual Property
- All documents, sales brochures, images, drawings, quotations, specifications, designs, etc., which are provided by VeganUP to the Customer, remain the property of VeganUP. The Customer is not entitled to use these for a purpose other than that for which they have been made available to the Customer.
- The Customer is not entitled to disclose the documents referred to in the previous paragraph or the information contained therein or otherwise made known to the Customer to third parties, to provide them for inspection and will return these documents immediately upon request of VeganUP, without any copies of them behind. hold.
- In the event of unauthorized use of the documents - expressly including drawings, specifications, quotations, designs, etc. - the Customer is obliged to compensate VeganUP for all damage it suffers as a result, including - but not limited to - lost turnover / profit and the costs involved in drawing up the relevant designs, if these have been made exclusively for the Customer.

Article 13 Dissolution
- If the Customer does not, not properly or not timely fulfill any obligation that may arise for him from the agreement, as well as in the event of bankruptcy, suspension of payments, receivership, closure or liquidation of the Customer's business, VeganUP is entitled, at its option, without any obligation to pay compensation and without prejudice to its further rights, to dissolve the agreement in whole or in part, or to suspend the further implementation of the agreement. Furthermore, all claims of VeganUP on the Customer in those cases become immediately due and payable.
- In the event of dissolution, the Customer is obliged to compensate VeganUP for the damage it suffers as a result, which damage is at least equal to the amount of installments already paid on the relevant Agreement.

Article 14 Conversion, explanation, change of address
- If and insofar as any provision in these Terms and Conditions cannot be invoked on the grounds of reasonableness and fairness or the unreasonably onerous nature, then that provision will have as much corresponding meaning as possible in terms of content and scope, so that it can be invoked. be done.
- The nullity or otherwise unenforceability of any provision of these Conditions will not affect the validity of the other provisions of these Conditions.
- If VeganUP at any time does not require strict compliance with one of these Conditions, this does not mean that VeganUP waives the right to demand strict compliance at any time.
- The customer is obliged to immediately notify VeganUP in writing of changes of address. Goods that have been delivered to the Customer's last known address at VeganUP are deemed to have been received by the Customer.

Article 15 Applicable law and competent court
- Dutch law applies to all legal relationships between VeganUP and the Customer. The applicability of the Vienna Sales Convention is explicitly excluded.
- The court in Zevenbergen also has jurisdiction to hear any disputes between VeganUP and the Customer.

Article 16 Availability General Terms and Conditions
- These General Terms and Conditions are available at all times via link