General terms and conditions of sale and delivery of RICHACCU B.V., with its registered office in Rotterdam

Article 1. Applicability of these conditions

These conditions apply to every offer and every agreement between RICHACCU B.V. and/or its affiliated companies, hereinafter referred to as: “seller”, and a buyer to which the seller has declared these conditions applicable, insofar as the parties have not expressly deviated from these conditions in writing. Unless otherwise agreed in writing, the seller does not agree to the buyer's general terms and conditions.

Article 2. Agreement 1. All quotations issued by the seller are without obligation and are valid for 30 days after the date, unless the seller indicates otherwise in writing. 2. The prices stated in a quotation are exclusive of VAT, unless otherwise stated. In the case of composite quotations for, for example, entire objects, there is no obligation to deliver a part at the stated price for the part, unless expressly agreed otherwise in writing. 3. The seller is only bound to an order given by the buyer if and after the order has been confirmed in writing by the seller, or after the seller has commenced the actual execution of the order. 4. The content of the website, brochures, catalogs and other documentation of the seller, such as prices, sizes, colors, assembly instructions and other specifications, is subject to change and does not bind the seller, unless that content is expressly referred to in the agreement . Each new price quotation from the seller invalidates the previous one. 5. The seller will provide advice, calculations, drawings and other information to the best of his knowledge and ability and in accordance with the requirements of good workmanship, but is not responsible for achieving the intended results. The advice, calculations, drawings and other information provided by the seller (for example regarding quality, capacity and/or results) are therefore entirely without obligation and are provided as information that is not binding for the seller. The seller is not liable for any direct or indirect damage, in whatever form and for whatever reason, except in the case of intent or deliberate recklessness on the part of the seller or its managerial subordinates arising from the advice and/or information provided in this paragraph. The buyer indemnifies the seller against all claims from third parties in this regard. If an appeal to this provision is not honored in law, the liability limitation of Article 8 of these conditions will in any case apply.

Article 3. Delivery, delivery time 1. Unless otherwise agreed in writing, for orders above an invoice value of € 1000 (excluding VAT), delivery will take place “free delivery address” insofar as this is accessible via a paved road and on the ground floor (Only in The Netherlands, Belgium and Germany, other countries charge 200 euros shipping costs). 2. For orders below an invoice value of € 1000 (excluding VAT), freight costs, administration and order handling costs to be determined by the seller will be charged by the seller to the buyer. 3. The buyer is obliged to accept the purchased goods at the time when they are made available to him or delivered according to the agreement. If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the buyer will be in default without notice of default and the goods will be stored at the buyer's risk. In that case, the buyer will owe all additional costs, including storage costs. 4. An agreed delivery time is not a strict deadline, unless expressly agreed otherwise in writing. In the event of late delivery, the buyer must therefore give notice of default to the seller in writing. 5. The delivery time will only commence after the buyer has provided the seller with all information that the seller indicates is necessary, or which the buyer should reasonably understand to be necessary in the context of the execution of the agreement. In the event of loss of time caused by delay due to the buyer's failure to comply with one or more provisions of these general terms and conditions or any other obligation of the buyer, an extension of the delivery time will be permitted as is reasonable, taking all circumstances into account. 6. If changes in the order to the seller mean that the time required to execute the agreement is longer, the delivery time will be extended by the additional time required. 7. The seller is permitted to deliver sold items in parts. If the goods are delivered in parts, the seller is entitled to invoice each part separately and demand payment in accordance with the applicable payment terms. 8. Exceeding the delivery time does not entitle the buyer to terminate the agreement and/or compensation and/or suspension, unless the buyer proves intent or deliberate recklessness on the part of the seller or that there is force majeure as referred to in Article 10.3 of these conditions. 9. The buyer is obliged to return loan packaging empty and in undamaged condition at his expense within fourteen days of delivery. If the buyer fails to fulfill his obligations regarding packaging, all resulting costs will be at his expense. Such costs include the costs resulting from late returns and costs of replacement, repair or cleaning.

Article 4. Complaints; warranty 1. The seller will deliver the goods to the buyer in accordance with the description and in the quantity as described in the (possibly later amended) quotation or order confirmation, although minor deviations in color, quality and/or specifications are acceptable, insofar as this does not detract from is done on the use value. 2. The buyer is obliged to check delivered goods, regardless of the place of delivery. Any complaints must be made in writing within 5 working days after delivery; If the buyer does not complain within this period, he is deemed to have approved the delivered goods. 3. In the event of complaints, purchased items can only be returned by the buyer after agreement has been reached with the seller. The seller has attached conditions to the return of purchased items. The items must belong to the seller's stock range. Items specially ordered by the seller for the buyer will under no circumstances be returned. Items must be returned undamaged, unwritten and in the original packaging. The seller will charge costs for returned items, equal to an amount of 10% of the invoice value excluding VAT, with a minimum of € 35.00. If an item to be returned must be returned by the seller to the supplier or manufacturer and the latter charges return costs for this, these will be charged to the buyer. Complaints must include item number(s) and order or invoice number and an indication and explanation of the applicable reason for return. 4. Under no circumstances will the buyer be able to assert any claim against the seller after he has put the delivered goods into use, treated or processed in whole or in part, or has had this done. The buyer is responsible for the consequences of the inadequacy and lack of clarity of models or data provided by him to the seller that are important for the correct execution of the agreement. The seller cannot provide a warranty with regard to damage to paint and chrome, unless that damage is a result of quality or construction defects in other parts. 5. Subject to the provisions of these general terms and conditions, the seller will only provide a warranty in accordance with the warranty provisions of the supplying manufacturer/producer. 6. The warranty only includes repairs or replacement, at the seller's option, during office hours of (parts of) the delivered goods that show defects during the warranty period as a result of design, material and manufacturing errors. If repair or replacement is not possible, the seller will reimburse the invoice value of the defective product. If no other warranty period is stated, the warranty applies for 1 year after delivery. All replaced items and parts thereof become the property of the seller. 7. The warranty does not apply if the delivered goods have been damaged by an accident, abuse, misuse or incorrect application or as a result of work not carried out on the delivered goods by the seller or if the damage is the result of otherwise incorrect treatment. The warranty also does not apply if the buyer has not fulfilled his obligations to the seller. 8. Under penalty of lapse of any warranty or liability of the seller, the buyer must inform the seller in writing within ten working days of discovering defects in the delivered goods, clearly stating the defects. The buyer is not entitled to postpone or refuse payment on the basis of a claim under the guarantee. 9. Except for the warranty described above, the seller does not provide any warranty on the delivered goods.

Article 5. Payment; collection costs 1. Unless otherwise agreed in writing, payment must be made within 10 days after the invoice date by transferring the amount due to the seller's bank account. After 10 days have elapsed after the invoice date, without payment having been made, the buyer is in default; From the moment of default, the buyer owes interest on the amount due equal to the statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code). If the buyer is in default, the seller is entitled to suspend his obligations under the agreement. 2. In the event of liquidation, bankruptcy or suspension of payment of the buyer, the buyer's obligations will be immediately due and payable. 3. Payment must be made without discount or settlement. 4. Payments made by the buyer always serve firstly to settle all interest and costs owed, and secondly to settle due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice. 5. Each agreement is entered into by the seller under the condition precedent that information obtained by the seller shows the buyer's sufficient creditworthiness. The seller reserves the right at any time to require advance payment, cash payment on delivery, or further securities prior to delivery and/or installation, if it deems this necessary in connection with the buyer's financial position. 6. If the buyer is in default or fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. These costs are set at 15% of the outstanding amount with a minimum of € 150. If the seller demonstrates that he has incurred higher costs that were reasonably necessary, these are also eligible for reimbursement.

Article 6. Retention of title 1. The seller remains the owner of all goods delivered or to be delivered by it to the buyer under any agreement until the buyer has fully fulfilled the consideration(s) with regard to all these goods. If the seller has provided or is required to provide services under this agreement(s), the items referred to in the previous sentence remain the property of the seller until the buyer has also fully paid the seller's claims regarding the consideration(s) in this regard. The reserved ownership also applies to claims that the seller obtains against the buyer due to non-compliance by the buyer with such agreement(s). Despite the seller's retention of title, the delivered goods are held by the buyer at his own expense and risk. 2. Goods delivered by the seller, which are subject to retention of title pursuant to paragraph 1, may only be resold in the context of normal business operations. In the event of bankruptcy or suspension of payment of the buyer, reselling in the context of normal business operations is also not permitted. Furthermore, the buyer is not entitled to pledge the goods or to establish any other right on them. 3. On delivered goods that have passed into the ownership of the buyer through payment and are still in the hands of the buyer, the buyer will, at the first request of the seller, establish an (undisclosed) pledge in favor of the seller as additional security for claims that the seller may have on any account. could have on the buyer. The authority contained in this paragraph also applies to goods delivered by the seller that have been processed or processed by or on behalf of the buyer, as a result of which the seller has lost its retention of title. 4. If the buyer does not fulfill his obligations or there is reasonable fear that he will not do so, the seller is entitled to remove or have removed delivered goods to which the retention of title referred to in paragraph 1 rests with the buyer or third parties who hold the goods for the buyer. . The buyer is obliged to provide full cooperation in this regard, subject to a fine of 10% of the amount owed by him per day. 5. If third parties wish to establish or assert any right to the goods delivered under retention of title, the buyer is obliged to inform the seller as soon as can reasonably be expected.

Article 7. Prices 1. Prices are exclusive of VAT and any additional costs, unless otherwise agreed in writing. 2. The seller has the right to change prices, unless otherwise agreed in writing. In the event of a price change, the buyer has the right to terminate the concluded agreement by means of a written statement if there is a price increase of more than 10%. The dissolution must take place immediately after the buyer has taken note of the price increase. If a price increase is a result of a legal or other government measure, the seller has the right to pass on the price increase to the buyer, even if it has been agreed that the price is fixed, without this leading to a right of termination on the part of the buyer.

Article 8. Liability 1. The warranty as described in Article 4 of these conditions applies to defects in delivered goods. 2. The liability of the seller, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer. If in any case the seller's insurer does not make a payment or the damage is not covered by the insurance, the seller's liability is limited to the invoice value of the relevant goods, of the relevant shipment. 3. The seller is not liable for consequential damage, such as damage in the form of loss of profit and other indirect damage, including, but not limited to, any liability of the buyer towards third parties. 4. The buyer indemnifies the seller against claims for damages from third parties in connection with goods delivered by the seller to the buyer or services provided for the buyer, if and insofar as the seller would not have been liable to this third party(ies) under the agreement and these general terms and conditions, if this third party(ies) was/had been the buyer themselves. 5. The liability limitations in these general terms and conditions also apply to third parties, who are engaged by the seller in the execution of the agreement, towards the buyer. 6. Any liability of the seller towards the buyer expires one year after the goods have been delivered to the buyer or made available to the buyer in accordance with the agreement, unless the buyer has previously instituted legal proceedings against the seller. 7. The limitations of liability included in these conditions do not apply if the damage is due to intent or deliberate recklessness on the part of the seller or its managerial subordinates.

Article 9. Termination of the agreement 1. The seller's claims against the buyer are immediately due and payable in, among others, the following cases: if, after the conclusion of the agreement, the seller becomes aware of circumstances that give the seller good reason to fear that the buyer will not meet his obligations. will meet obligations; in the event of bankruptcy, suspension of payments or liquidation of the buyer; if the seller has asked the buyer to provide security for compliance and this security is not provided or is insufficient; if the buyer is otherwise in default and does not fulfill its obligations under the agreement. In the cases mentioned, the seller is entitled to suspend the (further) execution of the agreement and/or to dissolve the agreement in whole or in part, all this under the obligation of the buyer to compensate the damage suffered by the seller as a result and without prejudice to the other rights accruing to the seller. 2. If circumstances arise with regard to persons and/or materials that the seller uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is impossible or so onerous and/or disproportionate becomes expensive such that compliance with the agreement can no longer reasonably be required, the seller is entitled to terminate the agreement in whole or in part. 3. If the seller is entitled to reclaim the delivered goods as property, the buyer is obliged to indicate to the seller the place where the goods are located, to identify the goods as the property of the seller, and the buyer grants the seller permission now for then. to allow access to the relevant sites and buildings in order to take back the items. Article 9. Termination of the agreement 1. The seller's claims against the buyer are immediately due and payable in, among others, the following cases: if, after the conclusion of the agreement, the seller becomes aware of circumstances that give the seller good reason to fear that the buyer will not meet his obligations. will meet obligations; in the event of bankruptcy, suspension of payments or liquidation of the buyer; if the seller has asked the buyer to provide security for compliance and this security is not provided or is insufficient; if the buyer is otherwise in default and does not fulfill its obligations under the agreement. In the cases mentioned, the seller is entitled to suspend the (further) execution of the agreement and/or to dissolve the agreement in whole or in part, all this under the obligation of the buyer to compensate the damage suffered by the seller as a result and without prejudice to the other rights accruing to the seller. 2. If circumstances arise with regard to persons and/or materials that the seller uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is impossible or so onerous and/or disproportionate becomes expensive such that compliance with the agreement can no longer reasonably be required, the seller is entitled to terminate the agreement in whole or in part. 3. If the seller is entitled to reclaim the delivered goods as property, the buyer is obliged to indicate to the seller the place where the goods are located, to identify the goods as the property of the seller, and the buyer grants the seller permission now for then. to allow access to the relevant sites and buildings in order to take back the items.

Article 10. Force majeure 1. Force majeure is defined as: circumstances that prevent the fulfillment of the obligation and that cannot be attributed to the seller. This will also include (if and insofar as these circumstances make compliance impossible or unreasonably difficult): strikes; a general lack of required raw materials and other items or services required to achieve the agreed performance; unforeseeable stagnation at suppliers or other third parties on which the seller is dependent; the circumstance that the seller does not receive a performance that is important in connection with the performance to be delivered by it itself, does not receive it on time or does not receive it properly; government measures, such as import or export restrictions, that prevent the seller from fulfilling its obligations in a timely and/or proper manner; excessive absenteeism due to illness; terrorist attacks; limitation or termination of the supply of energy whether or not by public utilities; fire; stagnation due to frost damage or other weather influences; computer glitches and general transportation problems. 2. The seller also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the seller should have fulfilled its obligation. 3. During force majeure, the seller's delivery and other obligations are suspended. If the period in which fulfillment of the obligations by the seller is not possible due to force majeure lasts longer than three months, both parties are entitled to terminate the agreement, exclusively for that part of the obligations that have not yet been fulfilled, without in that case any obligation to pay compensation exists. 4. If, when the force majeure occurs, the seller has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already delivered or the deliverable part and the buyer is obliged to pay this invoice as if it concerned a separate contract.

Article 11. Intellectual and industrial property rights 1. All drawings, images, catalogs and other data provided by the seller remain the property of the seller and must be returned immediately to the seller at the seller's request. 2. The buyer is not entitled to reproduce, copy and/or provide or make available for inspection the documents and data referred to in the previous paragraph. 3. In the event of sale and/or assembly based on drawings, models or other instructions, in the broadest sense of the word, which the seller has received from the buyer, the buyer bears full responsibility that no brand, patent or similar right of third parties is affected. If a third party objects to the sale on the basis of any alleged right, the seller is entitled to immediately cease the work in question, notify the buyer thereof and claim this compensation, without the seller being obliged to pay any compensation to the buyer. . The buyer will fully indemnify the seller against claims from third parties as referred to here.

Article 12. Applicable law and dispute resolution 1. Agreements between seller and buyer are governed by Dutch law (with the exclusion of the Vienna Sales Convention (CISG)). 2. All disputes between seller and buyer will be settled exclusively by the competent (Dutch) court of the place where RICHACCU B.V. has its registered office.

Article 13. Changes to the general terms and conditions, translations 1. Seller is authorized to make changes to these terms and conditions. These changes will come into effect at the announced time of entry into force. The seller will send the amended conditions to the buyer in a timely manner. If no time of entry into force has been communicated, changes will come into effect vis-à-vis the buyer as soon as he has been notified of the change. 2. In the event of differences between translations of these terms and conditions and the Dutch text of the terms and conditions, the latter shall prevail.