1. These conditions apply to every offer, quotation and agreement between Heijnsdijk Electric Cars, hereinafter referred to as: “User”, and an Other Party to which the User has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions. .
2. The present conditions also apply to agreements with the User, for the execution of which the User must involve third parties.
3. These general terms and conditions have also been written for the User’s employees and its management.
4. The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
5. If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the other provisions in these general terms and conditions will remain fully applicable. The User and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions are taken into account as much as possible.
6. If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If the User does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to demand strict compliance with the provisions of these conditions in other cases.

1. All quotations and offers from the User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime.
2. The User cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
5. A composite quotation does not oblige the User to carry out part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

1. The agreement between User and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a term has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give User notice of default in writing. The user must be offered a reasonable period to still implement the agreement.
3. If the User requires information from the Other Party for the execution of the agreement, the execution period will not commence until the Other Party has made it correctly and completely available to the User.
4. Delivery takes place ex works of the User. The Other Party is obliged to purchase the goods at the time they are made available to him. If the Other Party refuses to accept delivery or fails to provide information or instructions necessary for delivery, the User is entitled to store the goods at the expense and risk of the Other Party.
5. User has the right to have certain work carried out by third parties.
6. The User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
7. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
8. If during the execution of the agreement it appears that it is necessary to change or supplement it for its proper execution, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, the competent authorities, etc., is changed and the agreement is therefore changed in qualitative and/or quantitative terms, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The User will provide a price quote in advance as much as possible. Furthermore, an amendment to the agreement may cause the originally specified term of execution to be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
9. If the agreement is amended, including a supplement, the User is entitled to implement it only after approval has been given by the authorized person within the User and the Other Party has agreed to the price and other conditions stated for the implementation, including including the time to be determined at which time it will be implemented. Failure to execute the amended agreement or to do so immediately does not constitute a breach of contract on the part of the User and is also not a reason for the Other Party to terminate the agreement. Without being in default, the User can refuse a request to change the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the work to be carried out or goods to be delivered in that context.
10. If the Other Party fails to properly fulfill its obligations to the User, the Other Party is liable for all damage (including costs) to the User arising directly or indirectly as a result.
11. If the User agrees on a fixed price with the Other Party, the User is nevertheless entitled to increase this price at any time without the Other Party being entitled to terminate the agreement for that reason, if the increase in the price results from a authority or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when entering into the agreement.
12. If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Other Party who is entitled to rely on Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by a written statement, unless the User is then still prepared to execute the agreement on the basis of what was originally agreed, or if the price increase results from a power or an obligation resting on the User under the law or if it has been stipulated that the deliverring will take place more than three months after the purchase.
13. The User is entitled to suspend the fulfillment of the obligations or to terminate the agreement if:

• The Other Party does not fulfill its obligations under the agreement, does not do so fully or does not do so on time
• After concluding the agreement, the User becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
• When concluding the agreement, the Other Party was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
• If, due to the delay on the part of the Other Party, the User can no longer be expected to fulfill the agreement under the originally agreed conditions, the User is entitled to terminate the agreement.

1. Furthermore, the User is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be expected of the User. .
2. If the agreement is dissolved, the User’s claims on the Other Party are immediately due and payable. If the User suspends the fulfillment of the obligations, he retains his rights under the law and the agreement.
3. If the User decides to suspend or terminate, he is in no way obliged to compensate any damage or costs incurred as a result.
4. If the termination is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
5. If the Other Party fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the User is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Other Party, by virtue of of breach of contract, compensation or compensation is required.
6. If the agreement is terminated prematurely by the User, the User will, in consultation with the Other Party, ensure that any work still to be performed is transferred to third parties. This unless the termination is attributable to the Other Party. If the transfer of the work entails additional costs for the User, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the aforementioned period, unless the User indicates otherwise.
7. In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Other Party, debt restructuring or any other circumstance as a result of which the Other Party can no longer freely has access to his assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any damages or compensation. In that case, the User’s claims against the Other Party are immediately due and payable.
8. If the Other Party cancels a placed order in whole or in part, the goods ordered or prepared for this purpose, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. .

1. The User is not obliged to fulfill any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not attributable to his fault, and which is not his responsibility under the law, a legal act or generally accepted views.
2. In these general terms and conditions, force majeure means, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence, but as a result of which the User is unable to fulfill his obligations . This includes strikes in the company of the User or third parties. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled his obligation.
3. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to terminate the agreement, without obligation to compensate the other party for damages.
4. Insofar as the User has partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attached to the fulfilled or yet to be fulfilled part, the User is entitled to separate the already fulfilled or to be fulfilled part. to invoice. The Other Party is obliged to pay this invoice as if it were a separate agreement.

1. Payment must be made before delivery, in a manner to be specified by the User in the currency in which the invoice was issued, unless otherwise indicated in writing by the User. User is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party is legally in default. The Other Party will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.
3. The User has the right to have payments made by the Other Party firstly deducted from the costs, then from the accrued interest and finally from the principal sum and the current interest.
4. The User may, without being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of payment. The User may refuse full repayment of the principal amount if the outstanding and ongoing interest and collection costs are not also paid.
5. The Other Party is never entitled to set off any amounts owed to the User.
6. Objections to the amount of an invoice do not suspend the payment obligation. The Other Party who is not entitled to rely on section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
7. If the Other Party is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs owed.

1. All goods delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with the User.
2. Goods supplied by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or encumber in any other way the items falling under the retention of title.
3. The Other Party must always do everything that can reasonably be expected of it to safeguard the User’s ownership rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Other Party is obliged to immediately inform the User of this.
5. The Other Party undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the User for inspection upon first request. In the event of any insurance payment, the User is entitled to these payments. To the extent necessary, the Other Party undertakes in advance to the User to cooperate in everything that may (prove to) be necessary or desirable in that context.
6. In the event that the User wishes to exercise his ownership rights referred to in this article, the Other Party gives in advance unconditional and irrevocable permission to the User and third parties to be designated by the User to enter all those places where the User’s property is located and to return those items. to take.

1. The goods to be delivered by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify whether the use thereof is suitable for use there and meets the conditions set. In that case, the User may impose other warranty and other conditions with regard to the goods to be delivered or work to be carried out.
2. The warranty referred to in paragraph 1 of this article applies for a period of 12 months after delivery for production and construction defects, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. Specific conditions for granting the warranty referred to in paragraph 1 for Lithium battery cells are that this warranty is only granted provided that it can be demonstrated that a properly functioning protection system has been used for the battery cells that prevents the battery cells from discharging too quickly, too quickly. reaching high or low temperatures or reaching too high or low voltages. If the warranty provided by the User concerns an item that was produced by a third party, the warranty is limited to that provided by the manufacturer of the item, unless stated otherwise. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
3. Any form of warranty will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without written permission from the User, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
4. The Other Party is obliged to inspect the delivered goods immediately when the goods are made available to him or the relevant work has been carried out. The Other Party must investigate whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any defects must be reported to the User in writing within two months of discovery. The notification must contain as detailed a description as possible of the defect, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint or have it investigated.
5. If the Other Party complains in a timely manner, this will not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the goods otherwise ordered.
6. If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation.
7. If it is established that an item is defective and a complaint has been made in this regard in a timely manner, the User will return the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Other Party, at the discretion of the User. replace or ensure its repair or pay replacement compensation to the Other Party for this. In the event of replacement, the Other Party is obliged to return the replaced item to the User and to provide the User with ownership thereof, unless the User indicates otherwise.
8. If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred by the User, will be fully borne by the Other Party.
9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved by the User in the execution of an agreement is one year.

1. If the User is liable, this liability is limited to what is regulated in this provision.
2. The User is not liable for damage of any nature whatsoever caused by the fact that the User relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. If the User is liable for any damage, the User’s liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
4. The User’s liability is in any case always limited to the amount of the payment from its insurer, as the case may be.
5. User is only liable for direct damage.
6. Direct damage exclusively means the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to prevent the User’s inadequate performance of the agreement. to have this answered, insofar as these can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
7. The user is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

1. The risk of loss, damage or depreciation passes to the Other Party at the time when items are brought into the control of the Other Party.

1. The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than the User.
2. If the User is held liable by third parties for this reason, the Other Party is obliged to assist the User both extrajudicially and in court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, the User is entitled to do so himself, without notice of default. All costs and damage incurred by the User and third parties as a result are entirely at the expense and risk of the Other Party.

1. The User reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge acquired through the execution of an agreement for other purposes, provided that no strictly confidential information of the Other Party is made known to third parties.

1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The judge in the User’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
3. Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Last revision: January 2024