General Terms and Conditions of Sale ChargeMakers BV

General part

Article 1 Definitions

In these general terms and conditions,

Charge Makers: The private company ChargeMakers BV or its affiliated legal entities, which declares these terms and conditions applicable in the context of a Quotation to or an Agreement with a Client.

Client: The (legal) person who instructs ChargeMakers to sell Products and/or perform Work or who receives a Quotation for this from ChargeMakers, or otherwise acts as ChargeMakers' counterparty.

Agreement: The Agreement concluded between ChargeMakers and the Client and to which these general terms and conditions, as well as any additional terms and conditions, are declared applicable.

Location of use: The location specified in the Agreement where the Products will be delivered and/or the Work will be performed.

Facts: Images and drawings, models, descriptions, software, technical information and the like that form part of the Quotation.

Products: All Products sold by ChargeMakers to the Client, which are further described in the Quotation or the Agreement.

Quotation: Offer made in writing by ChargeMakers to (potential) Client without obligation.

Services: All Services to be provided or delivered by ChargeMakers by the Client that are further described in the Quotation or Agreement.

Work: The work related to the installation, construction, assembly and, if applicable, maintenance of the Products.

Delivery: The moment at which ChargeMakers has confirmed to the Client that the Products have been delivered to the Use Location and/or the Work has been completed.

Written: By means of a paper or digital document originating from (authorised) representatives of ChargeMakers (and/or the Client).

Article 2 Applicability

1. These General Terms and Conditions apply to every Quotation from ChargeMakers and to all Agreements, by whatever name, that are concluded between ChargeMakers and the Client.
2. Deviating terms and conditions only apply insofar as they have been expressly accepted in Writing by ChargeMakers and apply exclusively to the relevant Agreement(s).
3. The applicability of purchase conditions and/or other conditions of the Client is not accepted by ChargeMakers and is expressly rejected.

Article 3 Quotation, drawings, calculations, designs

1. ChargeMakers' offer, as included in the Quotation, is entirely without obligation, unless the contrary is expressly and unambiguously stated in the Quotation itself.
2. If the Client provides data, drawings and the like, ChargeMakers may assume their correctness and completeness and will base its quotation on this.
3. The Client cannot derive any rights from advice and information that it receives from ChargeMakers if these are not directly related to the Agreement.

Article 4 Conclusion of the Agreement

1. An Agreement is only concluded by the written acceptance by the Client of the offer as referred to in Article 3 of these General Terms and Conditions, or by confirmation by ChargeMakers of an order from the Client after receipt of an order or by the actual execution of the relevant order by ChargeMakers or the delivery of Products and/or the performance of the Work and/or the performance of the Service.
2. In the case of work for which no Quotation or Agreement is sent due to the nature and scope, the invoice also serves as proof of the conclusion of the Agreement.
3. Every Agreement is entered into under the condition that the Client is and remains sufficiently creditworthy. ChargeMakers is entitled to request information from the Client to assess its creditworthiness. ChargeMakers is entitled to suspend the execution of the Agreement until such a request has been satisfactorily complied with.

Article 5 Prices

1. All prices quoted are in euros exclusive of turnover tax (VAT) and exclusive of all other levies, duties or charges owed in connection with the performance of the Agreement. The prices are also exclusive of costs for, for example, packaging, transport, delivery, dismantling and service/maintenance, unless expressly agreed otherwise in writing in the Agreement.
2. If, in the event of the Agreement, partial deliveries will take place, ChargeMakers is entitled to change prices and conditions in the interim for the various partial deliveries.
3. ChargeMakers may pass on to a Client an increase in cost-determining factors, caused by whatever cause, that occurred after the agreement was concluded. The Client is obliged to pay the price adjusted in accordance with this paragraph at the discretion of ChargeMakers at one of the following times:
4. if the price increase occurs;
5. when the principal is due;
6. at the next agreed payment term.
7. If the execution of the Agreement by ChargeMakers is delayed at the request of the Client or due to the lack of Data and/or instructions and/or other causes attributable to the Client, ChargeMakers is entitled to increase the price as compensation for the additional costs as a result.
8. ChargeMakers can always charge the Client with VAT for the costs of transport, shipping, packaging and insurance of goods to another Member State.
9. The Client indemnifies ChargeMakers against the additional assessment of VAT by the Dutch Tax Authorities, as well as against all costs associated in any way with this additional assessment, including interest on charges, interest on charges, fines and costs of prosecution, on invoices regarding delivery of goods, costs for transport, dispatch, packaging. and insurance of that item, whereby no VAT has been charged to the Client, including the costs due to legal and/or tax legal assistance invoked by ChargeMakers.

Article 6 Payment

1. Payment of the invoices from ChargeMakers must be made on the due date, which is stated in the Agreement and/or invoice, without any discount, deduction or settlement by the Client. The Client is not entitled to suspend its payment obligation. ChargeMakers is entitled to invoice in the interim.
2. If the Client has not fulfilled its obligations towards ChargeMakers within the agreed payment term, the Client is in default by operation of law, without any notice of default being required. From the moment the Client is in default until the day of full payment, the Client owes default interest from 1% on the amount owed per month or part thereof, without prejudice to ChargeMakers' right to performance, dissolution or compensation.
3. All costs involved in the collection of the amounts invoiced by ChargeMakers (including the extrajudicial collection costs) will be borne by the Client. The extrajudicial collection costs amount to 15% of the principal sum, with a minimum of € 250.00 excluding VAT.
4. Upon or after entering into the Agreement, the Client is always obliged, at ChargeMakers' first request, to make advance payments in the amount of the amounts indicated by ChargeMakers and/or to provide security for the fulfillment of obligations. ChargeMakers is not obliged to pay interest on advance amounts or on any securities provided by the Client.
5. Invoices are deemed to have been accepted by the Client if ChargeMakers has not received a written objection to this within eight days of the invoice date. Disputing the correctness or objection to the invoice does not result in suspension of the Client's payment obligation.

Article 7 Delivery time/execution period

1. An agreed delivery time and/or implementation period is not a strict deadline, unless expressly agreed otherwise. In the event of late delivery or completion, the Client must give ChargeMakers written notice of default.
2. When determining the delivery and/or the execution period, ChargeMakers assumes that it can carry out the Assignment under the circumstances known to it at that time.
3. The delivery time and/or implementation period will not commence until all commercial and technical details have been agreed upon and all Data necessary for the implementation have been received in writing by ChargeMakers. If (partial) advance payment is stipulated, the delivery time and/or implementation period will only start after this payment has been received by ChargeMakers.
4. Furthermore, there may be an extension of the delivery time and/or the implementation period in the following cases:
5. if there are circumstances other than those known to ChargeMakers when it determined the delivery time and/or the implementation period, ChargeMakers has the right to extend and/or adjust the delivery time and/or the implementation period;
6. in the event of additional work, the delivery time and/or the implementation period will be extended by the time necessary to deliver the materials and parts for this (or have them delivered) and to perform the additional work;
7. if ChargeMakers has to invoke suspension due to acts or omissions on the part of the Client, the delivery time and/or the implementation period will be extended by the duration of the suspension;
8. in the event of force majeure or unworkable circumstances, the delivery time and/or the implementation period will be extended by the resulting delay.
9. Exceeding the agreed delivery time and/or implementation period does not under any circumstances entitle the Client to compensation, unless otherwise agreed in writing.
10. Unless otherwise agreed, the pre-shipment tests provided for in the Agreement will be performed at ChargeMakers during normal business hours. If no technical requirements are included in the Agreement, the tests will be carried out in accordance with what is generally customary in the relevant industry branch in the country of production.

Article 8 Delivery

1. Unless otherwise agreed, the warehouses of ChargeMakers in Amstelveen are the place of delivery. If a different location has been agreed for the delivery, the Client is obliged to take those measures that are necessary for the unimpeded delivery or assembly of the Products to be delivered or to be installed.
2. The Products are for the account of the Client from the moment of delivery or delivery, or from the moment that the purchase has been refused or is deemed to have been refused within the meaning of Article 9, paragraph 2 ChargeMakers is entitled to make the delivery at any time in parts to take place.

Article 9 Purchase

1. The Client is obliged to cooperate with the delivery or delivery on the agreed date, as well as to receive the Products. In the absence of purchase of the products by the Client, ChargeMakers is entitled to pass on any associated costs (including the costs of storage, transport and insurance) as well as the damage suffered by ChargeMakers to the Client.
2. The acceptance is deemed to have been refused if the Products ordered by the Client have been offered for delivery, but delivery has proved impossible for whatever reason. The day on which the acceptance is refused is considered the day of delivery.
3. If the acceptance is refused on the agreed date, the Agreement will take effect on the day of Completion and the Client is nevertheless obliged to pay the agreed fee to ChargeMakers.
4. The Client indemnifies ChargeMakers against all damages and costs as a result of non-delivery, late or incomplete delivery, completion or performance of the Agreement in connection with circumstances that fall within the Client's sphere of risk.

Article 10 Intellectual property rights

1. ChargeMakers retains all industrial property rights, including but not limited to copyrights in the offers made, designs, images, drawings, test models and Products provided. All intellectual property rights used or developed by ChargeMakers during or with regard to or arising from the assignment are and remain the property of ChargeMakers regardless of whether costs have been charged to the Client for their manufacture.
2. The Data referred to in paragraph 1 may not be reproduced, used or shown to third parties without the prior written consent of ChargeMakers. The Client owes ChargeMakers an immediately due and payable penalty of €50,000 per violation for each violation of this provision, without prejudice to ChargeMakers' right to claim full compensation and compliance with this article.
3. If the parties agree in writing that an intellectual property right with regard to Products specifically developed for the Client will pass to the Client, this will not affect the right or the possibility of ChargeMakers to use the components, general principles, ideas, designs, documentation, works, protocols, standards and the like, without limitation, to use and/or exploit for any other purpose, whether for itself or for third parties. Nor does the transfer of an intellectual property right affect ChargeMakers' right to make developments for itself or a third party that are similar or derived from those that have been or are being made for the benefit of the Client.
4. The Client guarantees that no rights of third parties preclude the provision to ChargeMakers of information and/or materials for the purpose of use, processing, installation, assembly or maintenance by ChargeMakers. The Client indemnifies ChargeMakers against any claim by a third party based on the allegation that making such available, use, processing, installing, mounting or performing maintenance infringes any rights of that third party.

Article 11. Permits/facilities

1. The Client is responsible for and must ensure at its expense that it obtains the necessary permit(s), exemption(s) and inspection(s) for the construction, installation, delivery, use and possible dismantling of the Products in good time.
2. The Client will ensure that ChargeMakers can perform its work undisturbed and at the agreed time and that it is provided with the necessary facilities when performing its work.
3. The Client indemnifies ChargeMakers against all damage and costs, including lost profit, as a result of non-delivery, late delivery or incomplete delivery or outcome of the Agreement as a result of or in connection with non-compliance with the provisions of this article.
4. The Client must take care of the transport of the Products itself and (the transport is therefore at the expense and risk of the Client, unless otherwise agreed. The Client) will indemnify ChargeMakers against possible claims from third parties in this regard.

Article 12 Complaints

1. The Client must inspect the Products delivered by ChargeMakers upon Delivery or as soon as possible (and at the latest within 24 hours afterwards). In doing so, the Client must check whether the delivered goods comply with the Agreement, namely:
2. whether the correct items have been delivered;
3. whether the quantity delivered (e.g. number and quantity) corresponds to what has been agreed;
4. whether the delivered goods meet the agreed quality requirements or the requirements that may be set for normal use and/or normal commercial purposes.
5. If visible defects or shortcomings are discovered by the Client, the Client must report this to ChargeMakers in Writing immediately, but no later than three (3) days after discovery.

Article 13 Premature termination

1. If:
2. The client applies for its own bankruptcy, is declared bankrupt or applies for a moratorium; or
3. a decision is made and/or a decision is taken to liquidate the Client or terminate the business activities of the Client or to sell the business activities of the Client or the nature of the business activities of the Client changes materially in the opinion of ChargeMakers; or
4. Client does not or does not fully comply with any obligations incumbent on it towards ChargeMakers by virtue of the law or contractual conditions; or
5. Client fails to pay an invoice amount or part thereof within the specified period; or
6. attachment is levied on all or part of the Client's assets,

The Client will be deemed to be in default by operation of law and the (remaining) debt of the Client towards ChargeMakers will be immediately due and payable.

ChargeMakers is then entitled to immediately terminate the Agreement in whole or in part without notice of default or judicial intervention and without prejudice to ChargeMakers' other rights, such as rights with regard to fines already due, interest and the right to suspension and/or compensation. ChargeMakers is not obliged to pay any compensation to the Client in the event of termination of the Agreement in accordance with the provisions of this article.

Article 14 Indemnification

1. The Client indemnifies ChargeMakers, its directors, employees and the parties engaged by it for the implementation of the Agreement against all claims from third parties, arising from the use of the Products delivered by it, from the Work delivered by it, and/or the use and completion of the regulations, instructions and manual set by ChargeMakers or contrary to the advice given by ChargeMakers by the Client and anyone else for whom it is liable or to whom the Client should pass on the instructions, manual, regulations or advice.

Article 15 Liability and expiry

1. ChargeMakers' obligation to pay compensation on whatever (legal) basis is limited to that damage against which ChargeMakers is insured under an insurance policy taken out by or on behalf of it, but is never higher than the amount that is paid in the relevant case. is paid by this insurance.
2. If, for whatever reason, ChargeMakers cannot invoke the limitation of paragraph 1 of this article, the obligation to pay compensation is limited to a maximum of 10% of the total contract amount (excluding VAT). If the agreement consists of parts or partial deliveries, the obligation to pay compensation is limited to a maximum of 10% (excluding VAT) for the orders for that part or that partial delivery.
3. ChargeMakers is in no way liable for indirect damage (including, but not limited to, loss of profit, loss of goodwill, loss of relationships resulting from any delay, loss of Data, lost savings, damage due to business interruption, loss of sight - including, among others is understood to mean damage caused by or during the execution of the Work accepted to objects being worked on or to objects located in the vicinity of the place where work is being carried out, damage caused by intent or conscious recklessness of auxiliary persons, etc.) , by whatever name and by whomever suffered.
4. The limitations of liability included in this article work for the benefit of both ChargeMakers (itself) and its employees (both individually and jointly), as well as for all other parties affiliated with ChargeMakers and their employees (whether or not engaged in the work). Only ChargeMakers is liable for damage suffered by the Client in connection with the activities, Products and/or the assignment, even if these activities are performed by its employees (both individually and jointly), other parties affiliated with ChargeMakers and their employees (whether or not engaged during the work).
5. ChargeMakers is at all times entitled to undo the damage suffered by the Client in a manner that is appropriate and in line with the content of the assignment and the nature of the work. The client is obliged to take damage-limiting measures. Others than the Client cannot derive any rights from the Agreement and the (non-) execution thereof.
6. Claims of the Client against ChargeMakers for compensation for damage suffered by the Client must be reported to ChargeMakers immediately after discovery and expire (i) one year after the delivery of the Product, (ii) the Completion of the Work and in any case one year after The Client was, became, or at least could have been aware of the damage. All other claims of the Client against ChargeMakers will expire within one (1) year after the delivery of the Product or Completion of the Work.

Article 16 Force majeure

1. If ChargeMakers cannot (fully) fulfill its obligations under the Agreement due to force majeure, ChargeMakers will not be liable for any damage suffered by the Client and the fulfillment of ChargeMakers' obligations will be suspended until ChargeMakers is again able to carry out the work in the agreed manner. resume.
2. If the force majeure situation continues for longer than two months, ChargeMakers is entitled, without any obligation to pay compensation, to dissolve the Agreement in whole or in part by means of a notification to that effect without judicial intervention, without prejudice to ChargeMakers' right to payment by the Client for services already performed by ChargeMakers. before a force majeure situation.
3. Force majeure is understood to mean all circumstances as a result of which ChargeMakers is temporarily or permanently unable to fulfill its obligations, such as - but not limited to - fire, extreme weather conditions, strike or exclusion of workers, riot, war, government measures such as import or export restrictions, default from suppliers, transport problems, natural disasters, uncontrollable disruptions in the business of ChargeMakers, the Client or in that of suppliers, theft or embezzlement from the warehouses or workshops of ChargeMakers and furthermore all circumstances in which ChargeMakers cannot reasonably be expected to fulfill its obligations towards the Client (further). Force majeure of the suppliers and Client of ChargeMakers is also deemed to be force majeure of ChargeMakers.
4. If ChargeMakers has already partially fulfilled its obligations at the start of the force majeure or can only partially fulfill its obligations, it is entitled to invoice the part in respect of which it has already performed or delivered or can still perform or deliver and the Client is obliged to pay this invoice as if it concerned a separate Agreement.

Article 17 Miscellaneous

1. ChargeMakers collects and processes information regarding the Client and officers, employees, relations or representatives of the Client (personal Data) in connection with the management of the relationship with the Client and the execution of the Agreement. The Client agrees that ChargeMakers will process the personal Data for those purposes. The Client further agrees that ChargeMakers will disclose personal Data to its suppliers or to third parties, if this is necessary in the context of the aforementioned purposes. In connection with the above, the Client will indemnify and hold harmless ChargeMakers against claims from third parties (including any claims from the aforementioned officers, employees, relations or representatives and/or supervisors and authorities).
2. ChargeMakers is entitled to engage third parties for the implementation of the Agreement.
3. If several (legal) persons have committed themselves as Client, they are always jointly and severally and each liable for all obligations towards ChargeMakers for all obligations arising from the Agreement.
4. The Client is not permitted to use the intellectual property rights and/or photos or images of the ChargeMakers Products in or for any form of documentation and/or promotional purpose(s) for the Client and/or for third parties without ChargeMakers' written consent.
5. Both during and after the termination of the Agreement, the parties mutually undertake to observe absolute secrecy with regard to all essential business information that are or will become known to them about the other party.
6. In the event of a conflict of interest between the provisions of the Agreement and these general terms and conditions, the provisions of the Agreement will apply and the other provisions of the General Terms and Conditions will remain in full force and effect.

Article 18 Applicable law

1. All disputes arising as a result of or arising from the Agreement and/or Quotations concluded with ChargeMakers will, at ChargeMakers' discretion, be adjudicated by the competent court in the district where ChargeMakers has its registered office, without prejudice to ChargeMakers' right to submit a dispute. to the competent court in the district in which the Client is established.
2. Dutch law always applies to the Agreement and/or Quotations. The applicability of the Vienna Sales Convention is excluded.

Article 19 Final provisions

1. ChargeMakers is entitled to change these General Terms and Conditions. The Client is deemed to have accepted the change in question if ChargeMakers has not received a Written protest against it within fourteen days of ChargeMakers' written notification that the change will take place.
2. The Client is not entitled to transfer, encumber or otherwise dispose of its rights under the Agreement in whole or in part, without the written permission of ChargeMakers. Insofar as the Client wishes to transfer a Product and/or Work to a third party, the Client has a far-reaching obligation to make an effort to induce the third party to replace the Client and to take over the rights and obligations of the Agreement.
3. ChargeMakers is entitled to pledge or assign its rights under the Agreement to a third party.
4. If and insofar as one or more provisions in the Agreement are or become non-binding, the other provisions in the Agreement will remain in full force and effect. In that case, the parties shall, at the request of a party, enter into consultations with the intention of reaching agreement on a new provision that reflects the intentions of the parties at the time of signing the Agreement. In the event of a disagreement about the interpretation of the General Terms and Conditions, the Dutch text is always binding.

Specific Provisions for Sales

Article 1. General

1. These provisions additionally apply to the provisions described in the “General” section and apply to any sale by ChargeMakers to the Client.
2. If and to the extent that there is any conflict between the provisions of the General section and these specific provisions relating to sale, these specific terms of sale shall prevail. If there is a conflict between the provisions of the Agreement and these specific provisions, the provisions of the Agreement shall prevail.
3. The parties exclude the effect of Title 1 of Book 7 of the Dutch Civil Code.

Article 2. Retention of title

1. The Products delivered by ChargeMakers remain its property until the Client has fulfilled all the following obligations under any Agreement concluded with ChargeMakers:
2. All payable obligations under the Agreement or other agreements that it has not fulfilled or will not fulfill;
3. All other obligations arising from the Client's acts or omissions in connection with the Agreement, such as, but not limited to, compensation for damage, the payment of fine(s), interest and costs, which it has not paid.
4. Products delivered by ChargeMakers that are subject to retention of title pursuant to paragraph 1 may not be sold by the Client.
5. If the Client fails to fulfill its obligations towards ChargeMakers, or if there is a well-founded fear that it will not do so, ChargeMakers is entitled to remove delivered Products, which are subject to the retention of title referred to in paragraph 1, from third parties who hold the item for the Client. or to remove. The Client is obliged to provide full cooperation to this end, on pain of a fine of € 50,000 plus € 10,000 per day or part of a day that the Client fails to cooperate with ChargeMakers (or the third party(ies) engaged by ChargeMakers). and without prejudice to ChargeMakers' right to claim additional compensation.
6. If third parties wish to establish or assert any right to the Products delivered subject to retention of title, the Client is obliged to inform ChargeMakers of this as soon as possible.
7. The Client is obliged at the first request of ChargeMakers:
8. to insure the Products delivered subject to retention of title and to keep them insured against fire and water damage and against theft and to make the policy of this insurance available for inspection to ChargeMakers;
9. to pledge all claims against insurers with regard to Products delivered subject to retention of title to ChargeMakers in the manner prescribed by law (Article 3:239 of the Dutch Civil Code);
10. to mark the Products delivered subject to retention of title as the property of ChargeMakers and to keep them marked as such;
11. to cooperate in any other way with all reasonable measures that ChargeMakers wishes to take to protect its property rights with regard to the Products delivered by it and which do not unreasonably hinder the Client in the conduct of its business.

Article 3. Warranty

1. ChargeMakers warrants, unless otherwise agreed In Writing, for new Products for a period of twelve (12) months after delivery, for refurbished Products for a period of six (6) months after the overhaul and for used Products for a period of three (3 ) months after delivery:
2. that the Products meet the specifications stated by ChargeMakers;
3. the soundness of the construction delivered and the material used, provided ChargeMakers was free in its choice.

The aforementioned warranty period, depending on the type of Product, will not be extended if the Client has invoked Article 3 and ChargeMakers has repaired or replaced the Product.

2. If it appears that the delivered construction and/or the material used is not sound, ChargeMakers will repair or replace it as specified in the Agreement. ChargeMakers can also (at its option) credit a proportional part of the invoice. If ChargeMakers opts for the repair/replacement of the Product, it will determine the manner and time of execution itself.
3. The Client can only invoke the guarantee after it has fulfilled all its obligations towards ChargeMakers.
4. No warranty applies if defects are the result of:
5. normal wear and tear or aging;
6. improper use;
7. use contrary to the operating instructions for the Product
8. daily maintenance not or incorrectly performed;
9. maintenance, installation, assembly, modification or repair by the Client, or third parties engaged by the Client, who have not been approved by ChargeMakers In Writing.
10. The provisions of paragraph 4 of this article apply mutatis mutandis to any claims by the Client based on breach of contract, non-conformity or any other ground whatsoever.
11. For a successful appeal by the Client to the warranty provision stipulated in Article 3, it must indicate in Writing to ChargeMakers (i) which Agreement the parties have concluded from which the warranty obligation would arise and (ii) indicate and properly substantiate which lack of the Product would stick.
12. If the goods to be delivered are used outside the Netherlands, ChargeMakers is only responsible for ensuring that the Products to be delivered meet the technical requirements or standards set in the Netherlands. All other technical requirements imposed by the Client on the Products to be delivered and which deviate from the normal requirements must be expressly reported by the Client when the Agreement is concluded.

Article 4. Use

1. As long as ChargeMakers retains title to the Products, the following rules for maintenance and use of the Products apply.
2. The Client will use the Products carefully in accordance with the intended use and maintenance instructions and will keep the Products in good condition and maintenance condition, except for normal wear and tear and aging. All costs for maintenance of the Products are for the account of the Client.
3. The Client shall not make or tolerate any changes in and/or to Products and shall not apply any materials to and/or on the Products without the prior written consent of ChargeMakers.
4. Making changes and/or carrying out repairs may only be carried out by ChargeMakers, unless the Client has been granted written permission to carry out the work itself or have it carried out.

Article 5 Risk

1. The risk of the Products to be delivered by ChargeMakers is for the account of the Client from the moment of delivery, as referred to in Article 8 of the General Terms and Conditions.

Specific provisions for mounting and installation

Article 1. General

1. These provisions additionally apply to the provisions described in the “General” section and apply to any Agreement in which the parties have agreed that ChargeMakers will carry out assembly and/or installation work with regard to a Product.
2. If and to the extent that there is a conflict between the provisions in the General section and these specific provisions, these specific mounting and installation conditions shall prevail. If there is a conflict between the provisions of the Agreement and these specific provisions, the provisions of the Agreement shall prevail.

Article 2. Assembly and installation

1. All facilities and/or facilities at the Use Location that are necessary for the installation of the Products to be assembled and/or the correct functioning of the Products in the assembled state are for the account and risk of the Client and are not the responsibility of ChargeMakers, unless In Writing otherwise agreed. Apart from this last exception, the Client is fully responsible and liable towards ChargeMakers for the correct and timely implementation of the aforementioned installations and/or facilities.
2. The Client ensures at its own expense and risk that:
3. ChargeMakers personnel, as soon as they have arrived at their destination, can start the work and are also given the opportunity at all times to perform their work during normal working hours and, moreover, outside normal working hours, if ChargeMakers deems it necessary to set the time of the start and/or end of the work outside normal working hours and ChargeMakers has notified the buyer/Client of this in good time;
4. the Use Location where the Work is realized complies with all legal requirements and safety regulations;
5. the required permits have been obtained and are present before the start of the work to be performed by ChargeMakers at the location where the work to be performed will be performed and all applicable legal provisions are complied with;
6. the access roads to the place of installation are suitable for transport;
7. the designated location is suitable for storage and assembly;
8. the necessary lockable storage places for materials, tools and other goods are available;
9. gas, water, electricity, heating, lighting, etc. and horizontal and vertical transport at the location are available on time and free of charge at the right place;
10. all necessary safety and other precautions prescribed under the Working Conditions Act and regulations have been taken and are being enforced;
11. goods sent at the start of and during assembly are in the right place.
12. The Client is liable for all damage, including as a result of non-compliance with the obligations referred to in the previous paragraph, as well as loss, theft, burning or damage, to goods belonging to ChargeMakers, the Client and/or third parties, such as tools and for the materials intended for work, which are located at the place where the work is performed or at another agreed location.
13. If the Client fails to fulfill its obligations, as described in the previous paragraphs, and this results in a delay in the performance of the work, the Client is liable for all damage resulting from the delay for ChargeMakers and ChargeMakers is further entitled to change the delivery time and/or execution period. with the loss of time caused by the actions (or omissions) of the Client.

Article 3 Test of the Work, takeover test

1. Unless otherwise agreed, the tests provided for in the Agreement that must take place before installation of the Work are performed at ChargeMakers. ChargeMakers will provide the Client with a written report on the outcome of the test(s). The Client may be present at the tests to be performed by ChargeMakers at its request.
2. If it is necessary for the proper delivery or delivery of the Work by ChargeMakers that the Work is tested by a test run of the Work, the Client is obliged to give ChargeMakers the opportunity, after the operational setup, to perform the test run or have it performed by the Client, and make such improvements and changes as ChargeMakers deems necessary. If as a result of this the business operations of the Client have to be disrupted, the associated costs remain for the Client. Unless otherwise agreed, the test of the Work will take place during office hours at the location of the Work.
3. If a take-over test has been agreed for the test of the Work, the above under b of this paragraph shall apply mutatis mutandis. The Client is deemed to have accepted the Work after the inspection of the test, assembly or commissioning after the test run. Costs that arise because the conditions set out in this article have not been met or have not been met in time, as well as the costs of the takeover test, are for the account of the Client.

Article 4 Changes to the Work

1. Changes to the Work will in any case result in additional or less work if:
2. there is a change in the design, specifications or specifications;
3. information provided by the Client does not correspond to reality;
4. Changes to the Work will in any case result in additional work if statutory regulations or government decisions that impose higher requirements on the Work than stipulated in the Agreement lead to changes in the Work that are necessary to meet those requirements.
5. Additional work is calculated on the basis of the value of the price-determining factors that apply at the time the additional work is performed. Less work is settled on the basis of the value of the price-determining factors that applied at the time of the conclusion of the Agreement.

Article 5 Completion of the Work and risk transfer

1. The Work is considered completed when:
2. the client has approved the Work;
3. upon completion of a test referred to in Article 3 of these Specific Provisions;
4. ChargeMakers has notified the Client in writing that the test as referred to in Article 3 of these specific provisions has been completed and the Client has not notified the Client in writing within 14 days of the notification that the test has been completed or not in accordance with the specifications of the Work;
5. the Products have been put into use by the Client. If the Client takes part of the Products into use, that part is considered to have been delivered;
6. ChargeMakers has notified the Client in writing that the Work has been completed and the Client has not notified in writing within 14 days of the notification whether or not the Work has been approved;
7. the client does not approve the Work on the basis of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the Work from being put into use; or
8. client does not approve the Work on the basis of manifestly unfounded complaints.
9. If the Client does not approve the Work, it is obliged to immediately notify ChargeMakers in writing, stating the reasons. If the Client does not approve the Work, it will give ChargeMakers the opportunity to deliver the Work again within a period that is reasonable for ChargeMakers.
10. The Client is liable for damage to parts of the Work that have not been completed, caused by the use of parts of the Work that have already been completed, and the Client indemnifies ChargeMakers, its directors, employees, and the parties engaged by ChargeMakers for the performance of the Work against claims from third parties with regard to this damage.

Specific provisions for maintenance

Article 1 General

1. These provisions additionally apply to the provisions described in the “General” section and apply to any Agreement in which the parties have agreed that ChargeMakers will perform maintenance work with regard to a Product.
2. If and to the extent that there is a conflict between the provisions in the General section and these specific provisions, these specific maintenance conditions shall prevail. If there is a conflict between the provisions of the Agreement and these specific provisions, the provisions of the Agreement shall prevail.

Article 2 Maintenance

1. The Client is expected to keep the Products in good condition and maintenance, irrespective of the supplier. The Client will use the Products carefully in accordance with the intended use and will keep the Products in good condition and maintenance for its account by strictly and properly performing maintenance in accordance with the maintenance instructions as described in the manuals, among other things.
2. The Client is responsible for the necessary daily maintenance, as described in the present service agreement (BSO) for the Products. The Client is not free to carry out the maintenance, which is the responsibility of ChargeMakers under the Agreement, itself or to have it performed by third parties without ChargeMakers' Written permission, on pain of loss of responsibility for ChargeMakers for maintenance already performed. .
3. The Client will immediately notify ChargeMakers In Writing of any defects in the Products or the Client will inform ChargeMakers in that message the term specified in the BSO to start remedying a defect that is charged to ChargeMakers.
4. In the case of maintenance to be performed by ChargeMakers, with the exception of activities that cannot be postponed, ChargeMakers will consult with the Client in advance about how its interests can be taken into account as much as possible. If, at the request of the Client, these activities take place outside normal working hours, the additional costs thereof will be borne by the Client.
5. The Client ensures at its own expense and risk that:
6. ChargeMakers personnel, as soon as they have arrived at their destination, can start the work and are also given the opportunity at all times to perform their work during normal working hours and, moreover, outside normal working hours, if ChargeMakers deems it necessary to set the time of the start and/or end of the work outside normal working hours and ChargeMakers has notified the Client of this in good time;
7. suitable housing and sufficient facilities for the personnel of ChargeMakers in accordance with legal requirements;
8. the access roads to the place of installation are suitable for transport;
9. the designated location is suitable for performing the work;
10. the necessary lockable storage places for materials, tools and other goods are available;
11. gas, water, electricity, heating, lighting and horizontal and vertical transport are available in the right place on time and free of charge;
12. all necessary safety and other precautions and statutory provisions have been taken and are being enforced;
13. The required permits have been obtained and are present before the start of the work to be performed by ChargeMakers at the location where the work to be performed is to be performed and all applicable legal provisions are complied with
14. to immediately follow all instructions from ChargeMakers that are necessary for the maintenance work to be performed
15. The Client is liable for all damage, including as a result of non-compliance with the obligations referred to in the previous paragraph, as well as loss, theft, burning or damage, to goods belonging to ChargeMakers, the Client and/or third parties, such as tools and for the Materials intended for work, which are located at the place where the work is performed or at another agreed place.
16. In the event of unforeseen maintenance, ChargeMakers will provide a price indication at the request of the Client, after it has traced the cause, but before it has started any other work. This indication is not binding, but ChargeMakers will inform the client as soon as it becomes clear that the final price will be more than 10% higher than the indication. If, after receipt of the indication or of the latter information, the client decides that the maintenance should not be carried out, it will nevertheless pay ChargeMakers for the work already performed by it.
17. The client already gives ChargeMakers unconditional permission to perform maintenance work and maintenance, whereby the wage and material component, excluding VAT, does not exceed the sum of € 500.00.