Article 2. Applicability

• Client: The natural and/or legal person who enters into an agreement with Sellox BV, or the natural and/or legal person who purchases products and/or services from Sellox BV.

• Any terms and conditions of the Client are expressly rejected. Deviations from and additions to these terms and conditions shall apply only if and to the extent that they have been expressly accepted in writing by Sellox BV.
• If Sellox BV has permitted deviations from these General Terms and Conditions, whether explicitly or implicitly, for a short or long period, this shall not affect its right to subsequently demand immediate and strict compliance with these conditions. The Client may never assert any right based on the fact that Sellox BV applies these conditions leniently.
• Sellox BV reserves the right to amend these terms and conditions at any time. The amended terms and conditions shall apply from the moment the Client is notified of the amendment, provided that for orders already placed, the terms and conditions in force on the day the order was placed shall continue to apply.
• If one or more of the provisions of these terms and conditions or any other agreement with Sellox BV should conflict with a mandatory statutory provision or any applicable legal regulation, the provision in question shall be deemed invalid and shall be replaced by a new, legally permissible, and comparable provision to be determined by Sellox BV.
• These terms and conditions also apply to all agreements with Sellox BV for the execution of which third parties must be involved.

Article 3. Offers and quotations

• All offers and quotations from Sellox BV are valid for 30 days after the date of issue, unless stated otherwise in writing.

• The Client guarantees the accuracy and completeness of the dimensions, requirements, performance specifications, and other data provided by or on behalf of the Client to Sellox BV, upon which Sellox BV bases its offer.
• Colors, sizes, weights, technical specifications, and images stated by Sellox BV are approximate only, unless an express written guarantee has been provided by Sellox BV.
• Sellox BV is entitled to require a down payment of up to 50% of the (expected) invoice amount upon the issuance of the quotation or prior to the commencement of the assignment.
• A composite quotation does not obligate Sellox BV to perform a portion of the assignment at a corresponding portion of the quoted price.
• The content of the assignment is determined exclusively by the description of the assignment provided in the quotation and order confirmation.

Article 4. Prices and price increase

• Prices charged by Sellox BV are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the assignment, including shipping and administrative costs, unless expressly agreed otherwise in writing.
• Should price increases occur, for example as a result of increases in the prices of suppliers, raw materials, currency, wages, government levies and/or insurance costs, and these price increases occur after the conclusion of the agreement and before delivery, Sellox BV has the right to increase the agreed price accordingly after the conclusion of the agreement.
• In the event that a price change occurs within three months after the conclusion of the agreement and the Client does not wish to agree to an adjustment notified by Sellox BV, the Client is entitled to terminate the agreement in writing within 7 working days after said notification, effective on the date stated in the notification on which the price or rate adjustment would take effect, or to cancel the agreement, unless Sellox BV is in that case still willing to execute the agreement at the original rate.
• In the event of an agreement involving periodically recurring amounts payable by the Client, Sellox BV is entitled to adjust the applicable prices and rates by means of written notice with a term of at least three months.

Article 5. Delivery and time limits

• Unless otherwise agreed, delivery shall take place ex wholesaler or warehouse. The goods travel at the expense and risk of the Client. The Client shall arrange for appropriate transport insurance. Only to the extent that Sellox BV receives any compensation for damage to and/or loss of goods during transport, will Sellox BV make this compensation available to the Client in the form of a credit note.
• The Client is obliged to take delivery of the purchased goods at the moment they are made available to him or handed over to him. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the articles intended for delivery shall be stored at the risk and expense of the Client. In that case, the Client shall be liable for all additional costs.
• If Sellox BV requires data from the Client in the context of the execution of the agreement, the delivery time commences after the Client has made all necessary data available to Sellox BV.
• If Sellox BV has specified a delivery period, this is merely indicative. A specified delivery time is therefore never to be regarded as a firm deadline. In the event of exceeding a deadline, the counterparty must therefore notify RI in writing of the default. Sellox BV must then be granted a reasonable period of time to still perform the agreement.
• Depending on the market supply situation, Sellox BV reserves the right to suspend delivery.
• Sellox BV reserves the right to engage third parties not employed by it at its own expense for the execution of (parts of) the assignment.

Article 6. Invoicing and payment

• Sellox BV is entitled to require an advance payment from the Client prior to the commencement of services, which advance payment will be deducted from the final invoice. Advance payments must be paid without delay.
• Payment of invoices must be made within 20 days of the invoice date, in a manner specified by Sellox BV and in the currency in which the invoice was issued.
• After the expiration of 20 days from the invoice date, the Client shall be in default by operation of law, without any further notice of default being required.
• In the event that there are multiple Clients, each Client is jointly and severally liable to the Contractor for the payment of the total invoice amount if the work has been performed for the benefit of all these Clients.
• From the moment of default, the Client owes interest on the overdue amount at a rate of 1% per month, unless the statutory (commercial) interest rate is higher, in which case the statutory (commercial) interest rate applies. All (extra)judicial costs incurred by Sellox BV to obtain payment – both in and out of court – shall be borne by the Client from that moment onwards. In that case, the Client owes compensation of at least 15% of the outstanding amount, with a minimum of € 37.00. If the actual costs incurred and to be incurred by Sellox BV exceed this amount, these shall also be eligible for reimbursement.
• In the event of liquidation, bankruptcy, or suspension of payments by the Client, the claims of Sellox BV and the obligations of the Counterparty towards Sellox BV shall become immediately due and payable.
• Payments made by the Client shall always be applied first to all accrued interest and costs, and secondly to the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
• Sellox BV is entitled to refuse full repayment of the principal sum if the outstanding and accrued interest as well as the costs are not also paid.
• The Client is not permitted to set off payments owed by the Client to Sellox BV against any amounts still owed by the Client to Sellox BV.

 Article 7. Retention of title

• All goods supplied by Sellox BV shall remain the property of Sellox BV until such time as the Client has fully met all its payment obligations towards Sellox BV under any agreement concluded with Sellox BV for the supply of goods and/or the performance of work and/or services, including claims relating to the failure to perform such an agreement.
• A Client acting as a reseller may sell and deliver all goods subject to the retention of title of Sellox BV to the extent that this is customary in the normal course of its business.
• If the Client forms a new item (partly) from goods supplied by Sellox BV, the Client forms that item solely for Sellox BV and holds the newly formed item for Sellox BV until the Client has paid all amounts due under the agreement; in that case, Sellox BV has all rights as owner of the newly formed item until the moment of full payment by the Client.
• Rights are, where applicable, always granted or transferred to the Client subject to the condition that the Client pays the agreed fees in this regard timely and in full.
• Sellox BV may retain the items, products, intellectual property rights, data, documents, data files, and (intermediate) results of the services provided by Sellox BV received or generated in the context of the agreement, notwithstanding any existing obligation to surrender them, until the Client has paid all amounts due to Sellox BV.
• The Client is not permitted to establish limited rights on goods subject to Sellox BV's retention of title. If third parties (wish to) establish (limited) rights on goods subject to retention of title, the Client shall notify Sellox BV thereof without delay.
• The Client shall handle all goods subject to Sellox BV's retention of title with due care as a debtor.

Article 8. Force Majeure

• Unforeseen circumstances of any nature whatsoever, as well as mobilization, threat of war, government measures, strikes, factory occupation, transport strikes, fire, floods, or the failure, untimely failure, or improper fulfillment by third parties upon whom Sellox BV depends for the execution of the agreement, of their obligations towards Sellox BV for any reason whatsoever, except for default by Sellox BV towards third parties, as a result of which the assignment cannot be executed in a timely manner or without excessively burdensome effort and/or costs measured by objective standards, shall constitute force majeure for Sellox BV. The same applies if Sellox BV is unexpectedly confronted with illness or accident of its personnel and/or third parties, the replacement of which cannot reasonably be provided for at short notice.
• If one of the cases mentioned in the previous paragraph occurs, the Client shall give Sellox BV the opportunity to still perform the agreed service in accordance with the agreement within a reasonable period.
• In the event of force majeure, any liability for damages on the part of Sellox BV, regardless of the grounds, is excluded. The parties shall not exercise their right to dissolve the agreement in the event of force majeure until two months have elapsed since the force majeure occurred, unless the parties have agreed on a longer period for the subsequent performance of the agreed obligation.
• If Sellox BV has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or deliverable separately, and the Client is obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered or deliverable has no independent value.

Article 9. Warranties/Complaints

• The liability of Sellox BV with respect to defects is limited to repairing or redelivering, or replacing articles or parts, or crediting the amount paid by the Client to Sellox BV for the delivery, provided that the Client must demonstrate that defects arose in the delivered goods within the warranty period described in the quotation, and furthermore that the defects are exclusively or predominantly the result of structural errors, faulty workmanship, or the use of poor material.
• If the Client invokes warranty provisions, he must allow Sellox BV to investigate the accuracy of the alleged defects. The Client is not entitled, on the basis of a complaint regarding a specific product or service rendered, to refuse or postpone payment for other deliveries or services to which the complaint does not relate. Sellox BV can never be held liable for compensation for any business losses arising from complaints.
• Complaints will only be processed by Sellox BV if they are submitted in writing within 14 days after delivery of the goods in question. In the case of visible defects and externally visibly damaged deliveries, this must be done by clearly stating this on the document to be signed upon receipt; failing this, the Client forfeits its right to complain.
• The Client may never invoke the warranty if he has carried out repairs or modifications to the delivered goods or installations himself, or has had them carried out by third parties. This also applies if the delivered goods are used for purposes other than the intended purposes or have been handled improperly.
  used or not used or not maintained properly.
• Returns will only be accepted after prior consultation and with a return number to be specified by Sellox BV. Shipments with an invoice value lower than € 50.00 (excluding VAT) will not be accepted back by Sellox BV. Repair shipments must always be sent to Sellox BV with sufficient postage.
• If, after examination, it appears that the defects do not fall under the warranty granted by Sellox BV, the costs of the examination and return shipment to the Client shall be borne entirely by the Client.
• A warranty claim is only possible if the Client has fulfilled all its obligations towards Sellox BV.

Article 10. Liability

• If Sellox BV should be liable, this liability is limited to what is stipulated in this provision.
• If Sellox BV is liable for direct damage, such liability is limited to a maximum of the compensation paid out by Sellox BV's insurer in that specific case. If the insurer does not pay compensation, the liability of Sellox BV is limited to a maximum of the invoice amount of the agreement, or at least that part of the agreement to which the liability relates.
• Direct damage is understood to mean exclusively: a. the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions. b. Any reasonable costs incurred to bring Sellox BV's defective performance into conformity with the agreement, unless these cannot be attributed to Sellox BV. c. Reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a reduction of the direct damage as referred to in these general terms and conditions.
• Sellox BV shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, and damages due to business interruption.
• Sellox BV is not liable for damage arising from or during the use by Sellox BV of items made available to Sellox BV by the Client. Shipment of items made available by the Client shall be at the expense and risk of the Client.
• The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Sellox BV.

Article 11. Suspension and dissolution

• Sellox BV is at all times entitled to request the Client to provide sufficient security for the fulfillment of its payment obligations and to suspend the execution of the agreement until the requested security has been provided.
• Sellox BV is furthermore entitled to suspend further performance of the agreement if the Client fails to observe the payment conditions or otherwise fails to fulfill its obligations, all this without prejudice to Sellox BV's right to claim compensation. The parties assume that all mutual obligations exist between the parties and the Client are interconnected within the meaning of Article 6:52 of the Dutch Civil Code.
• If circumstances arise regarding persons and/or materials which Sellox BV uses or customarily uses in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so burdensome and/or disproportionately expensive that compliance with the agreement can no longer reasonably be demanded, Sellox BV is entitled to dissolve the agreement.
• Sellox BV is entitled to declare existing agreements between it and the Client, insofar as these have not yet been performed, dissolved without judicial intervention if the Client is in default as a result of untimely or improper fulfillment of the obligations arising for him from any agreement concluded with Sellox BV, as well as in the event of bankruptcy or suspension of payments of the Client or in the event of the cessation or liquidation of his business, all this without prejudice to the right of Sellox BV to claim compensation.
• The consequences of suspension and/or dissolution shall in the cases described above always be for the account and risk of the Client.
• Suspension and/or dissolution shall not affect the Client's payment obligations for materials already delivered or work already performed. In such a situation, Sellox BV's claim regarding what has already been delivered or performed by Sellox BV is immediately due and payable.