1. Applicability of these terms and conditions

1.1 These terms and conditions apply to all offers of and all agreements to be concluded between Win Equipment B.V., with its registered office and place of business in Bunschoten, the Netherlands (hereinafter to be referred to as: Seller) and an opposing party (hereinafter to be referred to as: Buyer) regarding the delivery of products and services by the Seller, as well as to the legal acts underlying that agreement.
1.2 These conditions do not apply to agreements concluded by Seller for the purpose of procurement (acquisition of products in its assets).
1.3 Deviation from these general conditions may only be made in writing by Seller.
1.4 Seller has the right to amend provisions contained in these general terms and conditions as circumstances may require. Buyer now accepts in advance that general conditions amended pursuant to this Article shall be binding on Buyer with respect to orders placed by Buyer after Buyer has been duly notified by Seller of the amended general conditions.
1.5 Applicability of general terms and conditions of the Customer is hereby expressly rejected.
1.6 During the conclusion of each agreement, the Customer signs for receipt of these general terms and conditions and has taken note of them.
1.7 In case of conflict between the Dutch text of the General Terms and Conditions and translations thereof, the Dutch text shall always prevail.

2. Establishment of the agreement

2.1 All offers by Seller are without obligation, in whatever form they are made, unless explicitly stated otherwise in writing.
2.2 The agreement is not concluded until Seller has confirmed an order in writing or has started to carry it out.
2.3 In the event of any discrepancy between a written order or order and its written confirmation by Seller, only the written confirmation on the part of Seller shall apply, unless it contains a manifest error which Buyer reports within 14 days of the date of the order confirmation. However, Seller shall not be bound to deliver at a price stated in the offer if this price is based on a printing or writing error.
2.4 Orders placed orally shall, if required by Seller, be confirmed in writing by Buyer.
2.5 If an offer is accepted, Seller shall have the right to revoke the offer during two working days after receipt of the acceptance. The management reserves the right to annul an agreement concluded by its employee within the reasonable period of 8 days after receipt or conclusion.
2.6 Only with the prior written consent of Seller, Buyer may cancel the agreement or return delivered products. In that case Buyer shall owe Seller all reasonable costs actually incurred, as well as lost profit, all to be determined by Seller with a minimum of 20% of the original purchase price/offer amount.
2.7 If Buyer has electronically transmitted to Seller a statement containing an offer or acceptance, the agreement shall be deemed to have been concluded if Seller has either confirmed that statement by Buyer electronically or has commenced delivery of the products and/or services.
2.8 Seller shall at all times have the right, before delivering or continuing delivery, to require Buyer to provide adequate security to Seller in the form desired by Seller for the fulfillment of its obligations to Seller, failing which Seller shall be entitled to suspend fulfillment of its obligations.

3. Prices

3.1 Prices are based on the type and scope of products and/or services to be supplied, as stated in Seller’s price lists. Prices are exclusive of the costs of delivery, transport, installation, VAT and other government levies, unless otherwise indicated.
3.2 If delivery is to take place outside the Netherlands, the prices shall be Ex Works (in accordance with the then latest version of Incoterms), in addition to the provisions of Article 3.1.
3.3 Prices are based on execution under normal conditions during normal working hours.
3.4 Any additional work, such as provisions for the installation of machinery, installation of pipes, wall outlets, sockets shall be at the Buyer’s expense and risk and shall not be performed by Seller.
3.5 The Seller shall be entitled to change the agreed prices before delivery in case of increases in prices of cost price factors such as fluctuations in exchange rates, raw materials, labor costs or in case of governmental measures, when these increases or measures have occurred after the time of the conclusion of the agreement but before the time of delivery.
3.6 If the Seller has entered into a long-term agreement with a Buyer, the agreed price shall be changed, each time after the expiry of one year, on the basis of the monthly price index figure according to the Consumer Price Index (CPI) series all households (2015 = 100), published by Statistics Netherlands.

4. Delivery and transportation

4.1 Unless expressly agreed otherwise in writing, delivery abroad will be Ex Works (in accordance with the then latest version of Incoterms). Seller shall in that case deliver the products by making them available to Buyer at its premises. In that case, the risk is transferred at the moment that the Buyer loads the goods into its means of transport.
4.2 Notwithstanding the provisions of Article 3, a surcharge will be charged for the delivery of small quantities of products, the details of which are set out in the price lists.
4.3 Domestic delivery will actually take place at a location agreed between the parties and described on the order, provided that the means of transport can reach and leave that location safely and along a road suitable for that means of transport. In that case, the products are at the Seller’s risk up to and including the time of unloading.
4.4 Delivery shall be made carriage paid, unless otherwise agreed. The risk of loss or theft or damage to the products shall pass from Seller to Buyer upon delivery. Seller shall determine the choice of means of transport.
4.5 Buyer is responsible for ensuring that all permits, concessions, licenses, consents, etc. that may be required for Seller to be able to deliver the products and for Seller to otherwise fulfill its obligations are obtained in a timely and proper form.
4.6 The costs associated with obtaining such permits, concessions, licenses, consents and the like shall be borne by the Customer.
4.7 The Incoterms in the version valid at the time of acceptance of an order by Seller are declared applicable to these General Terms and Conditions.
4.8 The Buyer is obliged to take delivery of products at the time they are delivered to it and, where it has been agreed that the Seller will also provide services, to provide the Seller with all opportunities and cooperation to this end.
4.9 If Buyer refuses to take delivery or is negligent in providing information or instructions, or otherwise providing the cooperation necessary for taking delivery of products and/or services, Seller shall be entitled to take all measures in this regard at the Buyer’s expense and risk that appear desirable to Seller, without prejudice to Seller’s right to claim the purchase price or stipulated compensation, or to deliver to a third party. The additional costs and any damages incurred by Seller in this case may be recovered from Buyer.
4.10 If the parties agree that Seller will also assemble the product upon delivery, Seller has the right to refuse to assemble devices it has delivered if, in Seller’s judgment, the provisions made have not been carried out in accordance with Seller’s requirements, without being liable to pay any compensation to Buyer.
4.11 Delivery times or other terms specified by Seller will never be regarded as strict deadlines, unless expressly agreed otherwise in writing. A delivery period shall only commence, or shall be deemed to have commenced, after Seller has received all data and documents required for the performance of the agreement and any down payments and/or securities.
4.12 In the event of late delivery of products and/or late performance of services, whether or not they have been notified in advance by Seller to Buyer, Seller must therefore be given notice of default, whereby Seller shall be given what it deems to be a reasonable period in which to still perform its obligations. If this extended period is exceeded, Buyer shall only be entitled to dissolve the agreement to the extent that no products have yet been delivered or services performed. Any liability for any damage (such as consequential damage, including loss of profit or other trading loss) suffered by Seller for exceeding the delivery time is excluded, except in the event of intent or gross negligence on the part of Seller.
4.13 Seller is allowed to execute orders placed in parts. If orders are executed in parts, Seller is entitled to invoice each part separately. Each partial delivery shall be considered a separate delivery transaction.
4.14 Seller undertakes to Buyer to package the products properly, unless the nature of the products precludes packaging or they are delivered Ex Works.
4.15 Seller is entitled to charge the cost of any packaging separately. Packaging will not be taken back. However, should Seller be obliged to do so on the basis of laws or regulations, the costs associated with taking back or processing this packaging shall be borne by Buyer. When ordering electronic devices, recycling contributions will be charged – if applicable.
4.16 If Seller, for the purpose of loading, unloading, or packaging of the products or for the purpose of transport, makes loading boards, packing cases, crates, containers, pallets, etc. available or has had them made available by a third party, the Buyer shall be obliged, unless it concerns one-off packaging, to return these loading boards, etc., carriage paid, to the address of the Buyer. to the address of Seller, failing which Buyer shall become liable to Seller for damages.

5. Payment

5.1 Payment shall be made within 15 days of the invoice date unless Seller and Buyer have expressly agreed otherwise in writing. The Buyer is not entitled to any deduction, suspension or set-off. Seller is allowed to proceed with delivery only after full payment has been made.
5.2 Payment shall be made in the agreed currency unless expressly provided otherwise in writing.
5.3 In the event of late payment, bankruptcy, suspension of payments, 5.3 In the event of overdue payment, bankruptcy, suspension of payments, the offering of a private settlement under the WHOA or application of the WSNP, all debts of the Buyer to the Seller shall become immediately due and payable and all consequences of non-performance shall take effect immediately and the Buyer shall, without prejudice to the Seller’s other rights and without prior notice of default being required, owe the Seller the statutory commercial interest plus two percent over the outstanding invoice amount until the time of full payment. In that case, the Buyer will also owe extrajudicial collection costs equal to 20% of the amount not paid on time, with a minimum of Euro 500 (excluding VAT). If payment is not made in time, the Customer shall owe the Seller the full collection/advocacy costs. The provisions of this paragraph shall not affect
the other rights to which the Seller is entitled.
5.4 If the Customer has not made a justified objection to the invoice amount in writing within 7 days of the invoice date, it shall be deemed to have approved the invoice.
5.5 Seller shall have discretion to determine to which debts payments from Buyer shall be allocated, but in any case payments shall first be deducted from interest and extrajudicial collection costs.
5.6 Buyer is obliged to reimburse all costs incurred by Seller in connection with legal proceedings in which Buyer is wholly or predominantly ruled against. These costs shall in any case include the costs of external experts, bailiffs and lawyers and the like, also insofar as they exceed the amount awarded by the court in the matter.
5.7 Seller is entitled to retention with regard to products it has in its possession from Buyer until its total claim on Buyer has been paid.
5.8 Buyer is obliged to provide Seller at first request with adequate security for the payment of outstanding claims, even if they are not due and payable.

6. Retention of title

6.1 Seller retains title to the products it has delivered or will deliver, until the following have been paid to it in full: (a) the performances owed by Buyer for all products delivered or to be delivered under any agreement as well as services performed or to be performed under any agreement; (b) claims due to Buyer’s failure to perform such agreement(s).
6.2 As long as ownership of the delivered products has not passed to the Customer, the Customer may not pledge the products or grant a third party any right thereto.
6.3 The Buyer is obliged to store the products delivered under retention of title carefully, separately from other products and as the Seller’s recognizable property, and to manage them with due diligence. He is also obliged to insure these products against fire and water damage and theft. Any claims of Buyer under these insurances shall be pledged by Buyer to Seller at Seller’s first request, as additional security for Seller’s claims against Buyer.
6.4 In case of sale on credit Buyer is obliged to stipulate from his buyers that what is stipulated above with regard to the (reserved) property rights of Seller. If the Buyer fails to conclude such a chain clause, the parties shall qualify this in advance as a breach of performance, on account of which the Seller may claim performance and/or damages. In addition, in such a case, Seller shall have the option to rescind the agreement between the parties, in which case Buyer shall be liable to compensate Buyer for any resulting full damages.
6.5 If Buyer fails in the performance of any obligation to Seller or Seller has good reason to fear that it will fail in the performance of such obligations, Seller shall be entitled to remove or cause to be removed from Buyer’s premises or from third parties holding the item for Buyer any products delivered under retention of title, without prejudice to Seller’s right to further compensation. The Buyer hereby grants the Seller irrevocable authorization to enter the Buyer’s premises used for that purpose.
6.6 The Buyer shall be obliged to cooperate fully in the repossession process, failing which the Buyer shall owe the Seller a penalty of 10% of the amount owed by the Buyer for each day the Buyer remains in default.
6.7 All costs related to the repossession shall be borne by the Buyer. If Buyer still fulfills all its obligations to Seller after repossession, all costs related to the return of the repossessed products shall be at Buyer’s expense.

7. Inspection and conformity

7.1 Upon receiving the purchased goods, the Buyer is obliged to immediately check or inspect whether the nature and quantity of the delivered goods are in accordance with the content of the agreement.
7.2 The inspection will take place at the expense and risk of the Buyer. The inspection costs payable by the Buyer shall include any costs which the Seller may have to incur in connection with the inspection.
7.3 A Buyer’s claim to obvious deficiencies or damage in the delivered goods cannot be enforced against the Seller if the Buyer has not noted these deficiencies and/or damage on the delivery note or the transport document, or has not had the forwarding agent draw up an official report.
7.4 The proof that the delivered goods do not comply with the agreement must be provided by the Customer.
7.5 The delivered products may differ in weight, size, number, color, concentration, composition, specific gravity, 5% from what was agreed upon.
7.6 If nothing about the quality of the delivered goods has been agreed in writing, the delivered goods shall be in accordance with what is customary in the trade in the type of goods concerned.
7.7 Samples and models are provided by way of indication only. No rights may be derived by Buyer from images of Products in catalogs and/or other advertising or promotional material of Seller or commendations in general made by Seller. The Buyer must verify said data, calculations, etc. Seller accepts no liability for damage resulting from discrepancies between the data, calculations etc. provided by Seller and the actual situation.
7.8 Seller shall never be obliged to compensate Buyer for damage due to non-conformity of the delivered goods, except in the case of intent or gross negligence on the part of Seller.

8. Complaints

8.1 Complaints on the part of the Buyer regarding non-conformity or (other, visible or invisible) defects to the goods delivered must be submitted to the Seller in writing, supported by reasons, at the latest within 48 hours after receipt of the goods or within 48 hours after discovery of the defect, respectively, and the Buyer is obliged to give the Seller the opportunity to act in accordance with article 8.3.
8.2 If written notification of the defect has not been made within 14 days of its discovery, all the Customer’s rights lapse, including in connection with repair, compensation and/or warranty.
8.3 After submitting a complaint to Seller, Buyer is obliged to give Seller all cooperation to investigate the complaint on its merits. If the Buyer’s complaint proves to be unfounded, the costs of investigation shall be borne by the Buyer.
8.4 If Seller proceeds with service and/or maintenance work, Seller shall be entitled to remove or have removed the delivered products from the Buyer’s premises or from the premises of third parties holding the goods for the Buyer. The Buyer hereby grants the Seller irrevocable authorization to enter the Buyer’s or the aforementioned third party’s premises used for that purpose.
8.5 If Seller has been able to determine that there is a defect or deficiency and which defect or deficiency has been timely reported to it by Buyer and is imputable to Seller or is covered by the warranty, then Seller shall, at its option, only be bound to:
– repair or replace the defective products;
– deliver the missing products; or,
– credit or refund (in part) the amount charged in connection with the defective item.
If Seller chooses to refund (part of) the purchase price, first the defective products will have to be returned to Seller by Buyer.
8.6 Buyer shall in no case be able to assert any claim against Seller, if after delivery the products have been wholly or partly consumed, processed or mixed with other products, which does not include installation by or on behalf of Seller.
8.7 Without prejudice to the Buyer’s authority to invoke a right of suspension, the Buyer shall remain obliged to pay and take delivery of orders placed, even in the event that the Buyer complains in a timely manner.

9. Force Majeure

9.1 If the Seller fails imputably to fulfill its obligations (force majeure), it shall not be liable. Insofar as performance has not yet become permanently impossible, its obligations will be suspended. If the period, in which fulfilment by Seller is not possible due to force majeure, lasts or will last longer than 3 months, Seller is authorized to dissolve the agreement, without any obligation to pay damages in that case.
9.2 If the Seller has already partially fulfilled its obligations on the part of the Seller and/or on the part of the Buyer when the force majeure occurs, or can only partially fulfil its obligations, it is authorized to separately invoice the part already fulfilled or the part that can be fulfilled, respectively, and the Buyer is obliged to pay this invoice as if it were a separate agreement.
9.3 Seller’s force majeure shall include in any case, but not exclusively, in addition to all that is considered force majeure by law: failure, inadequate or untimely delivery by suppliers to Seller, defects in auxiliary and transport means, fire, storm, floods, strikes or other labor disputes, lockouts or industrial disputes or disturbances, civil disturbances, any default of third parties affecting the agreement, impediments, restrictions or obstructions in the supply or import of raw materials or auxiliary materials for the products or production of the products or transportation of materials for the products, disturbances in the transportation of products, governmental measures war or other disturbances, as well as any other event reasonably beyond the control of Seller.

10. Warranty

10.1 The Seller guarantees to the Buyer for a period of 6 months after delivery the soundness and the quality of the products it supplies, insofar as that soundness and quality are guaranteed by its suppliers and that guarantee is granted in the appropriate case, unless otherwise agreed by the parties. The Seller’s warranty obligation shall lapse if the Buyer carries out modifications, repairs or maintenance to the ice machines other than in accordance with the Seller’s explicit instructions, or has these carried out by third parties, as well as in the event of use not in keeping with the nature of the product and in the event of improper use. Any warranty lapses as soon as Buyer fails in any obligation to Seller, or the delivered product is sold or delivered to a third party within the warranty period.
10.2 In any event, the warranty does not cover defects occurring in or wholly or partially resulting from:
(a) non-observance of operating and maintenance instructions or other than the intended normal use;
(b) normal wear and tear;
(c) assembly/installation or repair by third parties, including the Buyer;
(d) the application of any government regulation concerning the nature or quality of the materials used;
(e) used materials or products used in consultation with the Buyer;
(f) parts procured by the Buyer from third parties insofar as the third party has not provided a warranty to the Buyer;
(g) the use of raw materials not supplied by the Seller as regards appliances and/or machines.
10.3 Seller applies a different warranty for the so-called “expensive parts” of the products, as described in the written confirmation of the order/agreement. This written confirmation shall be binding on the parties unless the Buyer files a written complaint within 14 days.
10.4 If the delivered goods do not comply with the agreement, Seller shall have the choice of Article 8.4.
10.5 Alleged non-compliance by Seller with its warranty obligations shall not release Buyer from its obligations under any agreement concluded with Seller.

11. Liability

11.1 Seller’s liability on the grounds of attributable failure is limited to what is provided in this article.
11.2 Seller shall never be liable for any consequential loss, including (but not limited to) trading loss, loss due to business interruption and/or loss of profits of Buyer.
11.3 Buyer fully indemnifies Seller for all claims related to products or services delivered to Buyer that third parties assert against Seller on any basis whatsoever.
11.4 In the case of manufacturing products based on drawing(s), models, samples or other instructions in the broadest sense of the word received from Buyer or provided by third parties on Buyer’s instructions, Buyer shall indemnify Seller against third party claims based on any infringement or impairment of any trademark, patent, utility or trade model or any other third party right by Seller’s manufacture and/or supply of these products.
11.5 Seller shall not be liable for any acts and omissions of its subordinates as referred to in Article 6:170 Dutch Civil Code and other persons as referred to in Article 6:171 Dutch Civil Code.
11.6 Advices given by Seller with regard to qualities, forms of execution, sizes, method of use, etc. are compiled with care and provided to the best of Seller’s knowledge, but Seller is not liable for their correctness, completeness or accuracy.
11.7 Seller’s liability shall in all cases be limited to the amount paid under Seller’s liability insurance policy or policies in the relevant case, plus the amount of the deductible to be borne by Seller under the insurance policy or policies applicable to Seller in that case.
11.8 If, for whatever reason, the insurer does not pay out under the aforementioned insurance policy or policies, Seller’s liability is limited to reimbursement of the invoice value (excluding VAT) of the shipment in question.
11.9 The limitation of liability does not apply in cases where the damage is a result of intentional or deliberate recklessness of or attributable to Seller or subordinates belonging to its management.

12. Performance of services

12.1 If Seller is to perform services in connection with the agreement, it will do so with the care of a good contractor. Seller, however, never guarantees the result of the services to be performed.
12.2 In the event of a technical complaint and timely filed complaint in connection with the services performed or to be performed, Seller shall at its option only be bound to remedy the defect, to perform the service again, or to credit or refund all or part of the amount charged in connection with the service – at its reasonable discretion.
12.3 All claims in connection with services performed shall lapse not later than 48 hours after the services in question were performed or should have been performed, or as much earlier as follows from the law.
12.4 The provisions of Article 11 shall apply mutatis mutandis to any liability in connection with services to be performed by the Seller or in connection with services already performed by it.

13. Intellectual property rights

13.1 The intellectual property rights and copyrights in all software, drawings, specifications, know-how and other information (in the broadest sense of the word) that are and/or have been provided by or on behalf of Seller are vested in Seller. Buyer is not permitted to copy such software, drawings, specifications, know-how and other information from Seller without Seller’s written consent. Buyer shall treat all information and know-how received from Seller as strictly confidential and Buyer shall not be permitted to disclose such information and know-how to third parties without Seller’s prior written consent. Nor shall Buyer be permitted to use such information and know-how for any purpose other than as expressly provided in writing by the agreement to which these general terms and conditions apply.
13.2 The Buyer is not permitted to copy drawings, software, prototypes, molds, tools, etc. (even if they have been manufactured in cooperation with or at the expense of the Buyer) and the products manufactured with them without the prior written consent of the Seller or to use them in any way other than as expressly provided for in the agreement in writing.
13.3 Drawings, software, prototypes, molds, tools and the like remain the property of Seller, even if they have been manufactured to Buyer’s order and/or the cost of manufacture has been charged to Buyer.
13.4 If the case of Article 13.3 occurs and Buyer dissolves the agreement, for whatever reason, Buyer is obliged to purchase from Seller the special packaging material and/or product manufactured by Seller, insofar as still in stock, at cost price.
13.5 If in the performance of the agreement to which these general terms and conditions apply, intellectual property rights arise and/or can be created, these rights shall accrue to Seller and shall be transferred to Seller by Buyer to the extent necessary. Buyer hereby authorizes Seller in advance and irrevocably.
13.6 Buyer guarantees that the designs, images, models and other data carriers and data appearing thereon which he makes available to Seller are at his free disposal.
13.7 Buyer shall indemnify Seller against all claims of third parties arising from infringements of an intellectual property right in connection with the manufacture, delivery or use of a product or service made or provided in accordance with Buyer’s specifications. This indemnification also applies when the Seller is commissioned by the Buyer to make changes to an existing item or work.

14. Recall

14.1 Buyer shall warrant that it will and can provide Seller with all cooperation if Seller for any reason decides to withdraw sold products or communicate warnings related to products to Buyers or end users (“Recall”).
14.2 The Buyer shall, at the Seller’s first request, sell back and deliver back to the Seller all products it has in stock against payment of the price charged to the Buyer when the Seller decides to do so as part of a Recall.
14.3 Buyer shall provide all information to Seller in a timely manner to enable Seller to inform Buyer or end users in a timely manner regarding a Recall.
14.4 The Customer is obliged to keep secret all information regarding actual or possible measures to be taken.
14.5 The Customer shall arrange its business operations so that it is able to provide the information referred to in the preceding paragraphs. For this purpose, the provisions of Directive 2001/95/EC on general product safety shall apply as a starting point.

15. Waiver of rights and statute of limitations

15.1 A waiver of one or more rights by Seller with respect to a breach of any provision of these General Conditions does not constitute a waiver of one or more rights with respect to breach of any other provision, nor with respect to a subsequent breach of the same provision.
15.2 Any legal claim which the buyer has under an agreement entered into with the seller shall lapse one year after it arises.
16. Conversion
16.1 If and insofar as on the grounds of reasonableness and fairness or the unreasonably onerous nature any provision in these general terms and conditions cannot be invoked or is null and void or annulled, that provision shall be accorded a corresponding meaning as far as possible in terms of its content and purport, so that it can be invoked. The nullity of any provision shall not result in the nullity of the general terms and conditions.

17. Communication

17.1 Unless explicitly stated otherwise in these General Terms and Conditions, all notices addressed to the Seller under these General Terms and Conditions or any resulting agreement shall only be deemed validly given if sent in writing, by letter or by e-mail, to the following address:
Win Equipment B.V., De Kronkels 31, 3752 LM Bunschoten, the Netherlands, sales@nissei.nl

18. Suspension and dissolution

18.1 Without prejudice to Seller’s rights under the law, if Buyer fails to fulfil any of its obligations to Seller, or Seller fears that Buyer will fail to fulfil its obligations and/or Buyer is unable to provide adequate security for the fulfilment of its obligations at Seller’s first request, Seller shall have the right to suspend (further) performance of the agreement(s) concluded with Buyer, or to rescind the agreement(s) in whole or in part.
18.2 The rights and powers mentioned in Article 19.1 shall in any case also accrue to the Seller in one or more of the following cases:
(a) Customer changes corporate form;
(b) there is a change of control within the Buyer’s company;
(c) the Buyer’s products are seized;
(d) the Buyer applies for a moratorium, is declared bankrupt or otherwise loses the free disposal of its assets;
(e) the Buyer goes into liquidation;
(f) the Buyer dies or, if it is a company, is dissolved.
18.3 Any right of suspension of the Customer is excluded.
18.4 The Seller is entitled to require a Buyer to provide security appropriate to it and in anticipation thereof to suspend all or part of the performance of the agreement.

19. Special agreements

19.1 A rental or service agreement ends after the expiry of the agreed period if the Buyer has terminated the agreement by registered letter or bailiff’s writ, observing a period of three months before the end of the agreed period. In all other cases, the agreement shall be deemed to have been continued for an equal term, unless Seller has terminated the agreement in writing to Buyer before the expiry of said term.
19.2 If Seller has loaned or leased a product to its Buyer, Buyer is obliged to return the product concerned to Seller in good condition after the end of the loan or lease.
19.3 If the Seller has given a product to its Buyer on hire-purchase, the Buyer is obliged to deliver the product back to the Seller in good condition upon early termination of the hire-purchase.

20. Creditor default and storage.

20.1 If for any reason the Buyer is unable to take delivery of the products at the agreed time and place or is negligent in providing information or instructions in this respect and these products are ready
for dispatch, the Seller, if its storage facilities permit this, will, whether or not at the request of the Buyer, store, secure and take all reasonable measures to prevent deterioration in quality of the products at the expense and risk of the Buyer until they can be delivered to the Buyer, all this at the expense of the Buyer.
20.2 Buyer is obliged to reimburse Seller for the costs of storage and all related costs, such as, but not limited to: the fixed and variable costs attributable to the storage of the warehouse, personnel, security service and insurance costs, according to Seller’s usual rates (and in the absence thereof, the rates usual in the storage industry) from the time that the products
were ready for shipment, or, if this is a later time, from the delivery date agreed in the agreement.
20.3 If the Seller’s storage facilities do not permit storage for the benefit of the Buyer, this at the Seller’s discretion, the Seller is entitled, after eight days have elapsed since notification of this to the Buyer, either to have the storage take place at the Buyer’s expense and risk with third parties, or to dissolve the agreement and sell the product to a third party. If, in such a case, Seller delivers products to a third party, Seller shall be entitled to recover from Buyer what it receives less for those products.

21. Applicable law and disputes.

21.1 All agreements between Seller and Buyer shall be governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
21.2 Any disputes arising between the parties shall be settled by the competent court of the District Court in Amsterdam, except with regard to disputes with consumers, in which case the disputes shall be settled by the territorially competent court designated by law.
As drawn up, February 2025
Win Equipment B.V., Bunschoten, the Netherlands