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DELIVERY TERMS

General Terms and Conditions of the private company
SPITA Smart Products B.V.
also trading under the name
SPITA en ResQ-tape 
with its registered office in Harderwijk, filed by the Chamber of Commerce on August 20, 2018 under number 72334738.

  


Article 1  Definitions

1.1 SPITA Smart Products B.V.: the private company SPITA Smart Products B.V., also
      trading under the name SPITA and ResQ-tape, user of the present Terms and
      Conditions.

1.2 Customer: The natural or legal person with whom the agreement has been entered
      into respectively an offer has been made or with whom SPITA Smart Products B.V.
      is in consultation.

1.3 The terms: the present general terms and conditions.

1.4 Day: a calendar day not being a Saturday, Sunday, or general recognized holiday.

1.5 Service(s): the in the agreement and conditions mentioned and defined service(s).

1.6 Product(s): the in the agreement and conditions mentioned and defined product(s).


Article 2  The general terms and conditions of sale

2.1 The general terms and conditions used by SPITA Smart Products B.V. are subject to
      changes and / or supplements. The changed / supplemented conditions take effect
      30 days upon receipt by the Customer. The amended / supplemented conditions will

      in that case, replace all existing conditions and apply to the current agreements and
       / or offers as referred to in Article 3.

2.2 If the Customer does not agree to the amended / supplemented conditions, the
      Customer must do so in writing within 14 days of receipt of the amended /
      supplemented conditions. SPITA Smart Products B.V. will have the choice to terminate
      the agreement or continue the existing agreement.


Article 3  Offer and agreement

3.1 These general terms and conditions apply to all offers and agreements whereby SPITA
      Smart Products B.V. goods, products and / or services supplies of any kind to the
      Customer, even the supply of goods, products and / or services not (further) described
      in these conditions, such with the exclusion of the purchasing terms of the Customer.
      Deviations from these general conditions are only valid if expressly agreed in writing
      by an authorized representative of SPITA Smart Products B.V.

3.2 All offers made by SPITA Smart Products B.V. are without obligation, unless in the offer
      is expressly stated otherwise in writing.

3.3 If any provision of the general terms and conditions is void or annulled, the other
      provisions of these general terms and conditions will remain fully effective and SPITA
      Smart Products B.V. and Customer will discuss new provisions to replace the invalid or
      annulled provisions, whereby as much as possible the purpose and intent of the void
      or destroyed provision will be observed.


Article 4   Price, payment and settlement

4.1 All prices are exclusive of sales tax (VAT) and other government levies imposed,
      unless expressly agreed otherwise in writing.

4.2 If the Customer does not agree with a change of the prices, he must do so within 15
      days after receipt of the new prices to SPITA Smart Products B.V. in writing. SPITA
      Smart Products B.V. will have the choice to continue the agreement with the old prices,
      or to terminate the agreement. The termination will become effective 60 days after the
      notification of termination is dated.

4.3 All invoices will be paid by the Customer in accordance with the payment terms stated
      on the invoice. In the absence of specific conditions, the Customer will pay the invoice
      amounts within 30 days net after the invoice date.

4.4 All payments will be made in euros, unless otherwise in writing agreed.

4.5 If the Customer does not pay the amounts due within the agreed term, the Customer
      will pay default interest of 1% on the outstanding amount for each month due. If the
      Customer remains negligent after a notice of default, to settle the claim, the claim can
      be handed over. In addition to the amount then due, the Customer will also be obliged
      to pay in full the extrajudicial costs, the amount of which is determined at at  least 15%
      of the total amount of the claim.

4.6 The parties exclude any claims for set-off in favor of the Client.

Article 5  Intellectual or industrial property rights

5.1 All intellectual or industrial property rights to all under the contract developed or made
      available goods and services belong exclusively to SPITA Smart Products B.V. or its
      licensor(s). Customer only acquires user rights in this respect, which will be awarded
      in writing. Customer will not reproduce the delivered goods and / or publish or make
      copies of services.

5.2 SPITA Smart Products B.V. will indemnify the Client against any legal action which is
      based on the claim that SPITA Smart Products B.V. has infringed an in the Netherlands
      applicable intellectual or industrial property law, this under the condition that Customer
      shall notify SPITA Smart Products B.V. immediately, yet at the latest within 4 days after
      its discovery, in writing about its existence and content of legal action and settlement
      of the alleged infringement.
      The final settlement is entirely up to SPITA Smart Products B.V.

      The Client will independently and at the first request provide the necessary powers of
      attorney, information and cooperation with SPITA Smart Products B.V. grant to them-
      selves, so necessary in the name of the Client to defend against these legal claims.

5.3 If it is irrevocably established in court that the SPITA Smart Products B.V. self
      developed or made available goods and / or services infringe on any intellectual or
      industrial property rights belonging to a third party or if at the sole discretion of SPITA
      Smart Products B.V. there is a good chance that such an infringement occurs, SPITA
      Smart Products B.V. to her choice

      a) will or will not partially dissolve the agreement,

      b) take back the goods delivered, crediting the acquisition costs under deduction of a
          reasonable usage fee, or

      c) ensure that the Customer the delivered goods, or functionally equivalent items can
          continue to use undisturbed.

5.4 Any other or more extensive liability or indemnification from SPITA Smart Products B.V.
      or violation of intellectual or industrial rights property of third parties is excluded.


Article 6  Reporting complaints

6.1 Complaints about the execution of any agreement by SPITA Smart Products B.V.

      must be reported by the Customer no later than within 5 working days.

6.2 If the complaint is not immediately reported or at the latest within the period referred
      to in Article 6.1, SPITA Smart Products B.V. will not be held liable for any damage
      resulting from a defect in the implementation of the agreement on behalf of SPITA
      Smart Products B.V.


Article 7  Delivery times
7.1 All by SPITA Smart Products B.V. specified terms are to the best of our knowledge

      determined on the information provided when entering into the agreement

7.2 The exceeding of a term will not bring SPITA Smart Products B.V. in default and
      does not lead to any liability for damage of any kind, unless expressly agreed in
      writing. The single exceeding of a term by SPITA Smart Products B.V. does not
      give the Customer the right to terminate the agreement or to suspend its obligations.

7.3 Unless otherwise agreed in writing, the risk for the delivered goods is from the

      time of the actual delivery for Customer.


Article 8  Termination

8.1 Each of the parties is only authorized to dissolve the agreement if the other party,
      after written notice of default whereby a reasonable period is set, culpably fails
      to fulfill the agreement. Parties do not have this power if the shortcoming, given
      its nature or minor meaning, does not justify the consequences of termination.

8.2 SPITA Smart Products B.V. will be able to terminate the agreement without further
      notice in whole or in part in writing with immediate effect, and the claim of SPITA
      Smart Products B.V. legally due and payable if Customer will file for bankruptcy
      or is taken over by / merging with another company and this company doesn't meet
      the requirements of SPITA Smart Products B.V.

      Parties will never be liable for any compensation due to this termination.

8.3 If the Client is already at the time of the dissolution as referred to in paragraph 1 of
      this article has received services for the implementation of the agreement, these
      services and the related payment obligation is not the subject of undo.

8.4 Provisions that, by their nature and intent, also reflect the relationship between the
      parties after termination of the agreement between the parties must continue to 

      remain in force between parties. These include, but are not limited to, the

      provisions on intellectual property rights (including Article 5) and the liability
      provisions (including Article 9).


Article 9 Liability indemnity

9.1 Without prejudice to the mandatory statutory provisions regarding the product
      liability is SPITA Smart Products B.V. not liable for any shortcoming in the
      implementation of any offer and / or agreement that results is of a defect or
      defects in the license or used equipment that is part of the license, or for any
      other shortcomings in its performance under any offer and / or agreement
      regarding delivered goods and / or services, unless it is due to intent or gross
      negligence of SPITA Smart Products B.V. and / or her executives.

9.2 SPITA Smart Products B.V. is never liable for indirect / consequential damage
      and / or business interruption damages (including, but not limited to, loss of
      profit, missed savings and loss of interest) and / or non-material damage.
      Liability for this damage is excluded.

9.3 The total liability of SPITA Smart Products B.V. for direct damage will never be
      more than the liability insurance of SPITA Smart Products B.V. is covering and
      will never exceed the maximum amount to be paid by the insurance company
      associated to the maximum of the net invoice amount associated with the
      delivery of goods and / or services with regard to the damaging event associated.

      At the Customer's written request, SPITA Smart Products B.V. will provide a
      receipt of its liability insurance policies. Under direct damage exclusively means:

      a. the reasonable costs that the Customer should incur for the performance of
          SPITA Smart Products B.V. to comply with the agreement. This damage is

          however not reimbursed if the Customer has dissolved the agreement;

      b. reasonable costs incurred to determine the cause and extent of the damage,
          insofar as the determination relates to direct damage within the meaning of

          these conditions;

      c. reasonable costs incurred to prevent or limit damage, insofar as Customer
          demonstrates that these costs have led to limitation of direct damage in the
          meaning of these conditions.

9.4 The total liability of SPITA Smart Products B.V. for damage from death or

      physical injury will in no case amount to more than € 100.000,-  (in words: one
      hundred thousand Euros) per event, involving a series of coherent events count
      as one event.

9.5 Liability of SPITA Smart Products B.V. serves promptly and properly, et within 5
      days after discovery of the alleged ground for liability, to be made in writing. The
      notice of default must contain a detailed description of the alleged shortcoming,

      so that SPITA Smart Products B.V. is able to respond adequately.

9.6 SPITA Smart Products B.V. accepts no liability for damage arising from the state
      or unfamiliarity with the composition of on behalf of Client by SPITA Smart
      Products B.V. reworked products, whereby the judgment of SPITA Smart
      Products B.V. about the state of the products is binding.

9.7 SPITA Smart Products B.V. accepts no liability for any damage of the Customer
      that results from or is related to abuse or improper use (by third parties) of the by
      SPITA Smart Products B.V. delivered goods and / or services.

      Nor is SPITA Smart Products B.V. liable for any damage resulting from the
      modification or erasing of data on the goods delivered by it, whether or not as a
      result of intervention by SPITA Smart Products B.V.

9.8 Any liability of SPITA Smart Products B.V.expires one year after the event causing
      the damage has occurred.

      


Article 10 Force of majority

10.1 In case one of the parties cannot meet its obligations as a result of circumstances
        which are not imputable to it, this Party shall, without delay, submit the force
        majeure to the other party with the submission of written evidence.

10.2 In the event of temporary force majeure, the obligations under this agreement will
        be temporarily suspended.

10.3 If for any party the force majeure makes it definitively impossible to fulfill in full or
        partial the terms of this agreement or if the force majeure continues for more than
        90 days, each party has the right to dissolve this agreement in whole or in part,
        without to be held liable for any damages. Dissolution takes place by means of a

        written explanation.

10.4 Under force majeure, in addition to the matters referred to in law and case law, are
        also included the impossibility of a party to temporarily or permanently meet the
        obligations as a result of war, danger of war, riot, acts of war, fire, water damage,
        flood, work strike, occupation, exclusion, entry and exit barriers to export,
        government decisions, equipment failures and software problems, failure in the
        supply of energy and furthermore all causes that are arisen outside the party's guilt
        or sphere of risk.


Article 11  Transfer of rights and obligations

11.1 Rights and obligations under this agreement are not transferable, except after prior
        written permission from the other party. The party who grants permission is entitled
        to impose conditions on the permission to protect its interests under this Agreement.


Article 12 Retention of title and security

12.1 SPITA Smart Products B.V. maintains the ownership of all by SPITA Smart Products
        delivered goods as well as the goods referred to in paragraph 10 of this article until
        all claims of SPITA Smart Products B.V. related to the deliveries, as well as all
        related work performed in that respect, are satisfied. The reserved property also
        applies to claims which SPITA Smart Products B.V. may obtain due to the client's
        failure in one or more obligations towards SPITA Smart Products B.V. including

        compensation obligations (such as, but not limited to, interest and costs).

12.2 As long as the ownership of the delivered goods has not yet passed to the Customer,

        it may not pledge the goods or grant any other right to them, except paragraph 8 of
        this article.

12.3 To the delivered goods that have been transferred to the Customer through payment

        and are still in the hands of the Customer, SPITA Smart Products B.V. retains for the
        time being, the liens as referred to in Section 3: 237 of the Dutch Civil Code already
        exist to provide more security for claims other than those referred to in paragraph 1
        of this article referred to claims, which SPITA Smart Products B.V. for whatever
        reason on Customer was allowed to have.

12.4 The Customer is obliged to take care of the goods delivered under retention and keep
        them separate.

12.5 The Customer is obliged to insure the goods for the duration of the reserved property

        against fire, explosion and water damage as well as against theft and to make the
        insurance policies at the first written request of SPITA Smart Products B.V. available
        for inspection. All claims of the Customer on the insurers under the aforementioned
        insurances will,  upon first written request from SPITA Smart Products B.V. be
        pledged by the Customer in the manner referred to in Section 3: 239 of the Dutch
        Civil Code to provide additional security for the claims of SPITA Smart Products B.V.
        on Customer.

12.6 If the Client fails to fulfill his payment obligations or SPITA Smart Products B.V. has
        reasons to fear that he will fail those obligations, SPITA Smart Products B.V. is
        entitled to take back the delivered goods.

12.7 After repossession, the Customer will be credited for the market value, which in no
        event will exceed the original sales price, less the costs related to the repossession.

12.8 The Cusomer is permitted to deliver the goods, delivered under retention of title, to
        third parties in the normal course of his business. In the event of a sale, the
        Customer is obliged to stipulate a retention of title as referred to in this article.

12.9 The Customer has the obligation to make claims that it obtains against its customers
        not to cedar or pledge without prior written permission from SPITA Smart Products. 
        The Customer undertakes the obligations referred to in this article to pawn the claims
        that he obtains on his customers on first written request to SPITA Smart Products
        as an extra security for deliveries of goods by SPITA Smart Products B.V. 

12.10 Should by SPITA Smart Products B.V. delivered goods be integrated or mixed into
         property of Customer, Customer will bear the ownership of the newly formed
         object(s) to SPITA Smart Products B.V. 


Article 13 Security and privacy

13.1 Customer guarantees that all legal regulations regarding the processing of data,
        including in particular the regulations under or pursuant to the Personal Records Act
        has been drawn up and will be strictly observed and that all prescribed registrations
        have been made. Client will provide SPITA Smart Products B.V. all information
        requested in this regard without delay, but no later than within 24 hours, in writing.
        SPITA Smart Products B.V. will endeavor care for adequate security of any personal
        data in accordance with the law.

13.2 Customer indemnifies SPITA Smart Products B.V. for all third party claims that
        towards SPITA Smart Products B.V. were alleged for violation of the Data Protection
        Act and / or statutory retention periods.


Article 14 Performance

14.1 SPITA Smart Products B.V. will make every effort to provide the service to be carried
        out with care, if necessary in accordance with the agreements and procedures set
        with the Customer.

 

Article 15 Warranty

15.1 Unless otherwise agreed in writing, for a period of 12 months after the invoice date,
        the warranty will be provided on all SPITA Smart Products B.V. delivered products
        and / or services under the present Terms and Conditions.

15.2 Repair of errors or replacement of delivered goods, at choice of SPITA Smart
        Products B.V.,will take place on a by SPITA Smart Products B.V. determined location.

15.3 After the warranty period referred to in this article, SPITA Smart Products B.V. is not
        obliged to repair any errors.

15.4 The warranty does not apply if the defect arose as a result of improper use, possibly
        also further described in the specific instructions for use supplied with the product.

Article 16 Applicable Law and Competent Court

16.1 All by SPITA Smart Products B.V. concluded contracts and the resulting disputes are
        governed by Dutch law.

16.2 Disputes between parties that cannot be settled by mutually agreement are settled in
        court exclusively by the competent court in Zwolle (NL).








SPITA Smart Products B.V.          G&G Trading B.V.
Industrieweg 18-9                          Industrieweg 18-1
3846 BD Harderwijk (NL)                3846 BD Harderwijk (NL)
Tel. +31 (0)341 - 414993                Tel.: +31 (0)6 - 55 80 36 51


Copyright 2021 G&G Investments B.V.
De merknamen en logo's van "SPITA" , "ResQ-tape" , "ResQ-plast" , "ResQ-mold" ,
"ResQ-rope" , "ResQ-spray" zijn eigendom van G&G Investments BV.
The brand names & logos of 
"SPITA" , "ResQ-tape" , "ResQ-plast" , "ResQ-mold" ,
"ResQ-rope" , "ResQ-spray" are intellectual property of G&G Investments BV
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