GENERAL DELIVERY AND PAYMENT CONDITIONS of INFINITY-electric B.V.

1. Definitions

• 1.1 These terms and conditions apply to all offers and agreements with INFINITY-electric B.V. in Rhoon (hereinafter referred to as "INFINITY-electric B.V.").
• 1.2 Deviations from these conditions are binding only if agreed to in writing by both parties.

2. Offers / Agreements

• 2.1 All offers from INFINITY-electric B.V. are without obligation unless stipulated in writing. An offer without obligation can still be revoked immediately upon receipt of the acceptance. All provisions of these general conditions are, insofar as the nature of the provision allows, also applicable if INFINITY-electric B.V. in the normal course of business for the benefit of the other party provides services. In this case "deliveries" etc. is to be read as the provision of services.
• 2.2 An agreement with INFINITY-electric B.V. is deemed to have come about after written confirmation by INFINITY-electric B.V., or after execution of an order by INFINITY-electric B.V. A written confirmation of an agreement by the other party binds INFINITY-electric B.V. only if INFINITY-electric B.V. has accepted this confirmation in writing.
• 2.3 Price quotations in the offers are based on circumstances at the time of the preparation of the offer. INFINITY-electric B.V. is entitled in the period between the offer and the conclusion of an agreement to adjust the prices to the increase of factory prices and / or other price-increasing circumstances. Unless explicitly stated all prices are exclusive of VAT.
• 2.4 All offers expressed in foreign currency are based on the official ECB closing price applicable on the day of the offer. INFINITY-electric B.V. entitled to adjust prices accordingly. Unless explicitly stated otherwise, offers from Infinity Electric B.V. are valid for a period of 30 days.

3. Time and Place of Delivery

• 3.1 Delivery takes place by written notice to the other party that the items in the INFINITY-electric B.V. warehouse are at his disposal. The place of delivery is always the warehouse of INFINITY-electric B.V. unless the parties expressly agree otherwise in writing. From the time of delivery, the goods are entirely at the expense and risk of the other party and are stored at his expense and risk.
• 3.2 Quoted delivery times are determined approximately. The execution of an order by INFINITY-electric B.V. commences as soon as all (technical) details are agreed upon and after all data, drawings, etc. necessary for the execution of the order are in possession of by INFINITY-electric B.V.
• 3.3 Exceeding the delivery time does not entitle the other party to dissolution of the agreement and / or compensation, unless there is intent or gross negligence on the part of INFINITY-electric B.V.
• 3.4 INFINITY-electric B.V. reserves the right at all times, by suspension of the delivery and / or the availability of goods, partial or full payment in advance by the other party to the INFINITY-electric B.V. is due, or, at the option of INFINITY-electric B.V. request from the other party that, to the satisfaction of INFINITY-electric B.V. payment is guaranteed.
• 3.5 Suspension as referred to in Article 3.4 may also take place if the other party has not fulfilled his payment obligation to Infinity Electric B. parties on another agreement, provided that these obligations are derived from the same legal relationship or from cases that the parties in question have regularly performed with each other.

4. Terms of Payment

• 4.1 Payment must be made within 14 days of the invoice date, in cash, by transferring the amount due to one of the invoices of INFINITY-electric B.V. noted in the invoice, without waiver of the rights of INFINITY-electric B.V. as described above in articles 3.4 and 3.5. Release of payments for the amounts due INFINITY-electric B.V. shall take place only after INFINITY-electric B.V. can fully avail itself to the amount due. All payments settlements and / or suspensions must be in Euro’s.
• 4.2 In the event of late payment of any to INFINITY-electric B.V. amount due, the other part is by right of the agreed payment terms in arrears and is requited as per art. 6:119a of the Dutch Civil Code of Law to pay interest calculated from the due date to the date of full payment, For the purpose of determining the interest due, any party of a month shall be calculated in as a whole month.
• 4.3 Should INFINITY-electric B.V. have entrusted collection of any amount due to a third party, the contractual party is legally obligated to pay the extrajudicial costs of this collection. Costs of these collection charges are fixed at 15% of the amount owed by the other party, but never less than €500., without prejudice to the right of INFINITY-electric BV. for full compensation of the amount due.
• 4.4 Payments made by the counterparty initially serve to settle all interest and costs owed and then the oldest due and payable invoices, even if the other party states that the payment relates to a later invoice.

5. Reservation of Ownership

• 5.1 INFINITY-electric B.V. maintains ownership of all goods delivered by it explicitly, until the other party has fulfilled its obligations with regard to the delivered goods INFINITY-electric B.V. has met. This right of ownership also includes any labour, goods and services extended by the other party plus any compensation due to shortcomings of the other party.
• 5.2 The other party is not permitted to pledge, lien and/or alienate goods belonging to INFINITY-electric B.V. without written permission from INFINITY-electric B.V., provided that resale as per normal course of business of the other party is permitted as long as Infinity Electric B.V. has not informed the other party that it wishes to exercise its rights of ownership.
• 5.3 Should the other party not or not in a timely manner have fulfilled its obligations towards INFINITY-electric B.V. he is legally and without notice of warning or notice of nonfulfillment in arrears. Hence INFINITY-electric B.V. is entitled and without aforementioned warning or notice of nonfulfillment to confiscate their legally owned and titled goods from wherever they may be located.

6. Attributable and non-attributable shortcoming

• 6.1 If the other party has one or more obligations under an agreement with INFINITY-electric B.V. which are not or not timely complied with and this shortcoming is attributable to the other party, the other party is in default without legal notification of default such that INFINITY-electric B.V. can cancel the agreement without legal notification of default by written notice to the other party or convert it into an obligation to pay compensation, unless INFINITY-electric B.V. still wants complete fulfilment of the obligation.
• 6.2 If and insofar as more than one (legal) person is involved in an agreement with INFINITY-electric B.V., these (legal) persons are each separately and jointly liable in respect to INFINITY-electric B.V. liable for the fulfilment of the obligations of the other party from the INFINITY-electric B.V. concluded agreement.
• 6.3 If INFINITY-electric B.V., due to a non-attributable shortcoming (force majeure), cannot meet its delivery obligation, the fulfilment of the agreement is suspended for the duration of this force may terminate the agreement in writing, after which both parties are released from their obligations towards each other. Any payments already made shall be refunded, without giving the other party the right to claim compensation from INFINITY-electric B.V.

7. Inspections and Guarantees

• 7.1 The other party must inspect the goods immediately upon receipt. Any and all complaints regarding the goods must be submitted in writing within 8 days of receipt. In the absence of written complaints from the other party within this period INFINITY-electric B.V. deemed to have fully complied with its obligations under the agreement.
• 7.2 INFINITY-electric B.V. guarantees the other party that the by INFINITY-electric B.V. delivered goods meet the agreed specifications and requirements of quality, provided the delivered goods are fabricated and produced in a normal and careful manner and according to the regulations and guidelines of INFINITY-electric B.V..
• 7.3 The guarantee period of article 7.2 expires 12 months after the date of delivery. Any and all claims within this guarantee period must be made in writing within 8 days after determination of the defect (s) which the other party is claims on INFINITY-electric B.V.. An appeal to the guarantee in article 7.2 does not release the other party from his payment obligations arising from the concluded agreement. After acceptance of a claim to the guarantee, INFINITY-electric B.V. shall repair or replace defective parts or products free of charge. Any other costs incurred therewith, including (but not limited to) travel and accommodation costs, are at the expense of the other party. A warranty period of 12 months from the date of delivery applies to replacement parts.
• 7.4 INFINITY-electric B.V. will make every effort to continue the delivery of spare parts of the delivered goods and replacement products as long as possible, but in this respect it is in many cases entirely dependent on its suppliers.

8. Liability and indemnity

• 8.1 Any liability of INFINITY-electric B.V. is limited to the amount which is to be paid out in the relevant case under the liability insurance policy taken out by it, increased by the deduction as started in the insurance policy for INFINITY-electric B.V. coming deductible. If for whatever reason no payment is made under the aforementioned insurance, any liability is limited to the invoice amount that was charged to the other party in the 12 months prior to the event causing the liability, such with a maximum of € 5,000.00 (five thousand euros). INFINITY-electric B.V. shall never be liable for damages in the form of loss of turnover or income, reduced goodwill or any other consequential loss.
• 8.2 The limitation of liability described in the previous paragraph does not apply to intent or deliberate recklessness by INFINITY-electric B.V.
• 8.3 The other party indemnifies INFINITY-electric B.V. expressly and in every respect for claims by third parties, arising from or connected with deliveries or the provision of services, expressly including claims under product liability. The other party is obliged to properly insure itself for the risks of product liability and to keep it insured.

9. Choice of law and forum

• 9.1 On all agreements with and offers and / or deliveries of INFINITY-electric B.V. Dutch law shall apply. The application of the CISG purchase agreement is excluded herewith.
• 9.2 The District Court of Rotterdam has exclusive jurisdiction to take notice of all disputes arising from and / or related to agreements with INFINITY-electric B.V. and offers and / or deliveries of INFINITY-electric B.V., to take note.

10. Miscellaneous

• 10.1 All taxes, import duties and / or other levies and all other regulations and / or guidelines imposed by the government are entirely at the expense and risk of the other party, unless otherwise agreed to in writing, and / or pursuant to contrary legal provisions.
• 10.2 If one or more provisions in these general terms and conditions should prove to be invalid or non-binding, the other provisions between parties will remain in full force. INFINITY-electric B.V. is entitled in that case to unilaterally replace the relevant invalid or non-binding provision by a legally valid provision that corresponds as far as possible with the scope of the relevant invalid or non-binding provision.

11. Hardness clause

• 11.1 If the circumstances of which the parties have started at the time of the conclusion of the agreement change in such a way that compliance with one or more of these conditions cannot reasonably expected from of one of the parties, consultation will take place for an interim change in the agreement, with due observance of the original intent of the parties.
• 11.2 If INFINITY-electric BV and the other party fail to reach an agreement within the framework of the consultations referred to in article 11.1, INFINITY-electric B.V. is authorized to unilaterally declare the agreement dissolved without notification of default, without this giving the other party any claim for compensation vis-à-vis INFINITY-electric B.V.