TurfTroniq

Article 1 – GENERAL

1.1 In these General Terms and Conditions:

– TurfTroniq: the private limited liability company TurfTroniq B.V.;
– Client: the other party of TurfTroniq; – direct and/or indirect damage: damage to the Client and/or third parties, including but not limited to: business damage, to movable or immovable property, or to persons.

1.2 These General Terms and Conditions apply to all offers and agreements regarding deliveries of goods and/or services by TurfTroniq, unless explicitly agreed otherwise in writing.

1.3 Any applicable (purchase) conditions of Clients will only apply insofar as they do not conflict with these General Terms and Conditions.

1.4 These General Terms and Conditions also apply to all agreements with TurfTroniq, for the execution of which third parties must be involved. The products and/or services provided by third parties may be governed by different or additional conditions. The General Terms and Conditions also apply to all offers or agreements in which TurfTroniq acts as a customer of products or services.

Article 2 – OFFERS

2.1 All offers by TurfTroniq are without obligation and based on delivery / execution under normal circumstances during normal daily working hours.

2.2 If the Client provides TurfTroniq with data, drawings and the like, TurfTroniq may assume its accuracy and completeness and will base the offer on this.

2.3 Data mentioned in software and/or other software, catalogues, images, drawings, sizes, weights and other (technical) information of  TurfTroniq whether or not from third parties are not binding.

2.4 If the Client does not accept TurfTroniq’s offer, TurfTroniq has the right to charge the Client for all costs he has incurred in making his offer.

Article 3 – INDUSTRIAL AND INTELLECTUAL PROPERTY

3.1 The Client is not permitted to disclose, copy, copy, copy, notify third parties, (the right of use of) the software and/or other software to sell, rent, dispose of, transfer in security or transfer ormodify the software and/or other software.

3.2 The source code of the software will not be made available to the Client.

3.3 The ownership of and all rights of industrial and intellectual property with regard to the software and/or other software remain with TurfTroniq. The Client is not permitted to remove indications of intellectual property.

3.4 The Client is aware that the software and/or other software contains confidential information and trade secrets of TurfTroniq.

3.5 TurfTroniq is permitted to take technical measures to protect the software and/or other software.

3.6 Unless otherwise agreed in writing, TurfTroniq retains the copyrights and all rights of industrial property to the offers, designs, images, drawings, (trial) models, software and the like.

3.7 The rights to the data referred to in paragraph 3.6 of this article remain the property of TurfTroniq regardless of whether the Client has been charged for its manufacture. This data may not be copied, used or displayed to third parties without the prior express written permission of the contractor. The Client owes TurfTroniq an immediately due and payable fine of € 25,000 per violation of this provision,-. This fine can be claimed in addition to compensation under the law.

3.8 The Client must return the data provided to him as referred to in paragraph 3.6 of this article on first request within a period set by TurfTroniq. In case of violation of this provision, the Client owes TurfTroniq an immediately due and payable fine of € 1,000 per day. This fine can be claimed in addition to compensation under the law.

Article 4 – ADVICE AND INFORMATION PROVIDED

4.1. The Client cannot derive any rights from advice and information that he receives from TurfTroniq if these do not relate to the assignment.

4.2. If the Client provides TurfTroniq with data, drawings and the like, TurfTroniq may assume its accuracy and completeness in the execution of the agreement.

4.3. The Client indemnifies TurfTroniq against any claim of third parties with regard to the use of advice, drawings, calculations, designs, software,materials, samples, models and the like provided by or on behalf of the Client.

Article 5 – PRICES

5.1 The prices stated by TurfTroniq are without obligation and exclusive of Sales Tax and all other taxes, levies, import duties, etc. owed at home and/or abroad that are at the expense of the Client, unless explicitly agreed otherwise.

5.2 The prices quoted by TurfTroniq apply to delivery ex works / warehouse and do not include packaging, assembly and commissioning costs.

5.3 Changes in prices and/or rates, for example as a result of changes in exchange rates, factory prices, etc., which occur after the date of the offermade by TurfTroniq, will be borne by the Client.

5.4 Travel and accommodation costs are not included in prices.

Article 6 – PAYMENT

6.1 The Client must fully pay the invoices sent to it by TurfTroniq within 14 (fourteen) days of the invoice date.

6.2 Payment is deemed to have taken place at the time when the full amount due has been credited to the bank or giro account to be designated by TurfTroniq and is made without any deduction or debt comparison.

6.3 If the agreed payment term is exceeded, the Client is deemed to be in default by operation of law. In the event that the Client is in default, it shall owe interest on the outstanding amount from the due date of the claim until the day of the total compensation without any notice of default. The interest rate referred to in this article is 1% permonth or, if this is higher, a percentage equal to the statutory commercial interest rate, as well as all costs caused by the client’s late payment, including both judicial and extrajudicial collection costs. The extrajudicial collection costs amount to 15% of the amount to be claimed with a minimum of €75,-.

6.4 TurfTroniq is at all times entitled to demand security from the Client.

6.5 TurfTroniq is entitled to suspend its performance in the event that the Client fails to provide the proper security requested by TurfTroniq.

Article 7 – DELIVERY

7.1 The delivery times specified by TurfTroniq always count as approximate.

7.2 Delivery takes place ex works/warehouse.

7.3 Under no circumstances will the delivery period run earlier than from the moment that TurfTroniq is in possession of all documents and data necessary for the Assignment, such as, but not limited to, building drawings, dimensions, etc., at the discretion of TurfTroniq.

7.4 Exceeding the delivery period never entitles the Client to compensation or entitles the Client to non-compliance with any obligation entered into towards TurfTroniq.

7.5 TurfTroniq is entitled to offer the Client a temporary alternative in rent or otherwise for the period up to delivery, at the expense of the Client.

7.6 Transport of goods is at the expense and risk of the Client.

7.7 TurfTroniq is free in the choice of transport of the Assignment.

7.8 TurfTroniq is entitled to deliver the Assignment in parts and to invoice partial deliveries.

7.9 The Client owes TurfTroniq a reasonable fee to be determined by TurfTroniq for freight and handling costs, to be increased by VAT.

Article 8 – OBLIGATIONS CLIENT

8.1 The Client will provide TurfTroniq with all cooperation and facilities necessary and usual for the execution of the agreement. In order to prevent damage to instruments, systems, other items or persons, the Client will take appropriate measures. The Client will fully inform the employees of TurfTroniq on site about safety regulations and other precautions and about hazardous areas and substances present with them.

8.2 Damage that arises because the provisions of article 8.1 has not been paid or has not been paid in time is at the expense of the Client.

8.3 If TurfTroniq cannot start or cannot continue its work at a time agreed by the parties due to a cause attributable to the Client, the waiting times and/or costs incurred in vain as a result can be passed on to the Client.

Article 9 –WARRANTY CLAIMS

9.1 In respect of visible defects and defects, claimsmust bemade in writing within 14 days after delivery and in respect of hidden defectsmust be discovered within 14 days after discovery of such a defect or within 14 days after such a defect could reasonably have been discovered, but in any case within the warranty period referred to in Article 11, to be complained to TurfTroniq in writing in the absence of which the deliveries / activities are accepted by the Client and no dispute is possible thereof.

9.2 In the event of an warrant claim, the Client will immediately return the goods in question to TurfTroniq at its risk and expense, under penalty of forfeiture of the right to complain.

9.3 TurfTroniq’s liability in the event of a visible or hidden defect never leads to any obligation on the part of TurfTroniq other than a) refund of the purchase price, or b) repair, or c) (re)delivery of a proper copy, at TerraTroniq’s discretion.

Article 10 – THIRD PARTIES

10.1 TurfTroniq is entitled to engage third parties in the execution of its activities and/or services or other obligations incumbent on it.

Article 11 –WARRANTY

11.1 Unless otherwise agreed in writing, the warranty period of the goods and/or services delivered by TurfTroniq is six months.

11.2 Prototypes, zero series and pre-production models are excluded from warranty.

11.3 If the term of themanufacturer’s warranty for the delivered goods deviates from the aforementioned period, the warranty period set by the manufacturer applies.

11.4 The warranty period starts on the day of delivery.

11.5 Under the warranty, TurfTroniq is only liable for defects concerning which TurfTroniq has been informed within the warranty period and which the Client proves to have arisen within the warranty period as a direct result of improper manufacture and/or use of defective materials.

11.6 TurfTroniq’s obligations under this warranty do not extend beyond the free replacement or repair of the defective product, at TurfTroniq’s discretion.

11.7 Costs (such as travel, accommodation and transport costs) involved in repair / replacement on location, except for the guaranteed labour of the relevant repair/replacement, at all times at the expense of the Client.

11.8 The Clientmust at all times obtain the express written approval of TurfTroniq for repair / replacement and / ormaintenance by third parties, under penalty of forfeiture of warranty.

11.9 The warranty never covers defects that result from normal wear and tear, injudicious treatment or improper or incorrect maintenance or repairs/replacements and/or maintenance etc. by third parties.

11.10 Warranty never covers defects resulting from an incorrect setup or adjustment of the delivered goods.

11.11 The Client can only invoke the guarantee after he has fulfilled all his obligations towards TurfTroniq.

11.12 For products and services that may be subject to additional warranty conditions. These terms and conditions have been provided to the Client by TurfTroniq before the assignment.

Article 12 – SERVICE CONTRACTS

12.1 A service contract may commence at any time and has a term for the first time until the end of the calendar year following the calendar year in which the contract entered into, unless otherwise agreed.

12.2 For products and/or services for which a service contract is necessary or mandatory for normal use, the service contract starts when the products and/or services are delivered.

12.3 The service contract is renewed for one year each time, unless TurfTroniq or the Client indicates in writing to the other party no later than two months before the end of the year in which the validity period will expire, that it does not wish to renew themaintenance contract, or has otherwise agreed. For products and/or services for which a necessary ormandatory service contract must be concluded, termination may lead to a partial or total non-functioning of the product and/or service.

12.4 Products and/or services for which a service contract is necessary ormandatory for normal use may be suspended in the event of non-compliance with the Client’s obligations. This can lead to a partial or complete non-functioning of the product and/or service.

Article 13 – COMPLAINTS

13.1 Complaints concerning the execution of the work must be submitted in writing to TurfTroniq within 30 days after this work has been carried out.

13.2 Complaints do not relieve the Client of obligations arising for him from the agreement.

13.3 If the Client complains about the execution of the agreement in a timely, correct and justified manner, TurfTroniq has the choice either to repair the defect free of charge or to give the Client a discount on the agreed compensation for the work. By providing one of these services, TurfTroniq is not obliged to pay any further (damage) compensation to the Client.

Article 14 – LIABILITY

14.1 TurfTroniq’s liability is limited to fulfilling what it has assumed under the guarantee referred to in Article 11. Any further liability, whether for direct or indirect damage, costs and interest or (in)direct damage caused by an employee of TurfTroniq or a third party engaged by TurfTroniq, is expressly excluded, except for intent and/or gross negligence.

14.2 The Client indemnifies TurfTroniq against any possible liability towards third parties arising or related to services and/or deliveries provided by TurfTroniq on behalf of the Client.

Article 15 – RETENTION OF TITLE

15.1 Delivered goods remain the property of TurfTroniq until all receivables have been fully paid by the Client.

15.2 In the event of non-fulfilment of any obligation by the Client towards TurfTroniq, the latter is entitled to take back the goods without any prior notice of default.

Article 16 – PLEDGE AND LIEN

16.1 All goods that TurfTroniq has or will acquire for whatever reason will be subject to a pledge for TurfTroniq and a lien pursuant to Article 3:290 of the Dutch Civil Code will be granted to him to secure all claims that TurfTroniq has and/or will obtain against the Client.

Article 17 – SERVICES

17.1 In particular in those cases where TurfTroniq has undertaken to provide a nonmaterial performance, TurfTroniq is only obliged to perform as well as possible, but cannot guarantee the realization of the result intended by the Client.

Article 18 – FORCE MAJEURE

18.1 For damage that the Client may suffer in the event that any performance is prevented, hindered, delayed or no longer enforceable on an economic basis for TurfTroniq as a result of circumstances on which and on the consequences of which TurfTroniq cannot influence, foreseeable or unforeseeable, including those that would normally be borne by TurfTroniq, TurfTroniq is not liable.

18.2 In the event of temporary force majeure, TurfTroniq has the right at its option to change the period of delivery or to cancel the agreement without any compensation being due in this respect.

Article 19 – DEFAULT / DISSOLUTION

19.1 In the event of default of the Client, including the cases referred to in the following paragraph, all claims of TurfTroniq against the Client are immediately and fully due and payable for any reason and TurfTroniq is authorised to suspend the execution of each agreement and/or to dissolve any agreement in whole or in part. The foregoing does not affect the other rights of TurfTroniq under the law or the agreement.

19.2 The Client is deemed to be in default by operation of law if:

– The Client fails to fully or timely fulfil any obligation under an agreement;
– Client or the person who has guaranteed obligations or provided security for clients, is declared bankrupt, goes into liquidation, ceases business activities or takes a decision to go on liquidation strike or apply for bankruptcy or suspension of payment;
– A change occurs in the (underlying) shareholders of the Client, insofar as, in TurfTroniq’s opinion, this circumstance entails a significant increase in its risks;
– At the expense of the Client, seizure is made.

Article 20 – TRANSFER OF RIGHTS

20.1 The Client is not entitled to transfer its rights and/or obligations under an agreement to any third party, without the prior written consent of TurfTroniq.

Article 21 – VALIDITY

21.1 In the event that one or more provisions of these General Terms and Conditions, for whatever reason, would not be valid, this is entirely without prejudice to the other provisions.

Article 22 – APPLICABLE LAWAND COMPETENT COURT

22.1. Dutch law applies.

22.2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation of which exclusion is permitted.

22.3. Only the Dutch civil court competent in the place of establishment of TurfTroniq takes note of disputes, unless this is contrary to mandatory law. TurfTroniq may deviate from this rule of jurisdiction and apply the legal rules of jurisdiction.