General terms and conditions Dealers

General terms and conditions for dealers of the private limited company WATT E-MOBILITY, established in Breda, the Netherlands. Filed with the Chamber of Commerce and Industry Brabant under number 96273437

Version for Dealers and Business Customers

Article 1 Applicability of the conditions

1.1 These terms and conditions apply to all offers, quotations, (legal) acts and agreements of the private limited company WATT E-MOBILITY, hereinafter referred to as: WATT E-MOBILITY , and every agreement between WATT E-MOBILITY and a counterparty, being a natural person or legal entity acting in the exercise of a profession or business, hereinafter referred to as: the Buyer .
1.2 The applicability of any purchasing or other conditions of the Buyer is expressly rejected.
1.3 Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing between the parties.
1.4 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions in these general terms and conditions shall remain fully applicable.

Article 2 Quotations and Agreement

2.1 All quotations and offers made by WATT E-MOBILITY are without obligation, unless a term for acceptance is stated in the quotation. If no term for acceptance is stated, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
2.2 An agreement will only be concluded after WATT E-MOBILITY has accepted and confirmed an order from the Buyer in writing (including by e-mail). The order confirmation from WATT E-MOBILITY is deemed to correctly and completely reflect the agreement.
2.3 All prices are in Euro, exclusive of VAT, other government levies, and exclusive of any costs to be incurred under the agreement, including transport, shipping and administration costs, unless otherwise indicated. The Buyer is responsible for the correct payment of any import duties and comparable national levies.
2.4 WATT E-MOBILITY is entitled to change prices, in particular when this is necessary on the basis of (legal) regulations. If a price increase occurs within three months after the conclusion of the agreement, the Buyer has the right to terminate the agreement, unless the price increase results from a power or an obligation resting on WATT E-MOBILITY under the law.

Article 3 Delivery and Transfer of Risk

3.1 Delivery takes place ex warehouse (Ex Works, Incoterms 2020) of WATT E-MOBILITY, unless otherwise agreed in writing. From the moment of delivery, the purchased items are at the expense and risk of the Buyer.
3.2 The Buyer is obliged to accept the goods at the time they are made available to him. If the Buyer refuses to accept them or fails to provide information or instructions that are necessary for delivery, WATT E-MOBILITY is entitled to store the goods at the expense and risk of the Buyer. All additional costs resulting from this shall be borne by the Buyer.
3.3 Delivery times stated are indicative and are never to be regarded as fatal terms. Exceeding a delivery time does not entitle the Buyer to compensation or termination, unless WATT E-MOBILITY remains in default after written notice of default, in which a reasonable term for compliance has been set.
3.4 WATT E-MOBILITY has the right to execute the agreement in partial deliveries. Each partial delivery can be invoiced separately.

Article 4 Retention of title

4.1 All items delivered by WATT E-MOBILITY under the agreement remain the property of WATT E-MOBILITY until the Buyer has properly fulfilled all obligations arising from the agreement(s) concluded with WATT E-MOBILITY.
4.2 The retention of title also extends to all claims that WATT E-MOBILITY may obtain against the Buyer due to the Buyer's failure to fulfil one or more of its obligations, including claims for damages, interest and costs.
4.3 The Buyer is not authorised to pledge or otherwise encumber the items subject to the retention of title.
4.4 The Buyer is entitled to resell or use the items subject to the retention of title in the context of his normal business operations. In the event of sale on credit, the Buyer is obliged to stipulate a retention of title from his customers on the basis of the provisions of this article.
4.5 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Buyer is obliged to inform WATT E-MOBILITY thereof without delay.

Article 5 Warranty and Complaints

5.1 The Buyer must examine the purchased items upon delivery – or as soon as possible thereafter. In doing so, the Buyer must check whether the delivered items correspond to the agreement.
5.2 Visible defects or shortages must be reported to WATT E-MOBILITY in writing and in detail within 5 working days after delivery. In the absence of timely notification, the Buyer is deemed to have approved the delivered goods.
5.3 Hidden defects must be reported in writing to WATT E-MOBILITY by the Buyer within 7 days of discovery, but no later than 3 months after delivery.
5.4 If a complaint is justified, WATT E-MOBILITY will, at its discretion, repair, replace or credit the item in question.
5.5 After discovering a defect, the Buyer is obliged to immediately cease using the item in question.
5.6 The warranty shall lapse if the Buyer has treated the delivered goods incorrectly, repaired them or made changes without prior written permission from WATT E-MOBILITY. Statutory warranty rights that are mandatory for consumers are explicitly not applicable.

Article 6 Payment and Collection Costs

6.1 Payment must be made within the term stated on the invoice, without discount or settlement.
6.2 If the Buyer fails to pay an invoice on time, the Buyer shall be in default by operation of law. The Buyer shall then owe the statutory commercial interest (pursuant to Article 6:119a of the Dutch Civil Code) on the outstanding amount.
6.3 All reasonable judicial and extrajudicial (collection) costs incurred by WATT E-MOBILITY as a result of the Buyer's failure to meet its payment obligations shall be borne by the Buyer. The extrajudicial costs are set at 15% of the principal sum, with a minimum of €150.
6.4 WATT E-MOBILITY has the right to apply payments made by the Buyer first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal sum and the current interest.

Article 7 Liability

7.1 The total liability of WATT E-MOBILITY due to an attributable shortcoming in the performance of the agreement is limited to compensation for direct damage up to a maximum of the invoice value of the order (excl. VAT) to which the damaging event is related. In no event will the total compensation for direct damage exceed the amount paid out by WATT E-MOBILITY's liability insurance in the relevant case.
7.2 WATT E-MOBILITY shall at all times be excluded from any liability for indirect damage, including consequential damage, lost profits, lost savings, damage due to business stagnation and damage resulting from claims by the Buyer's customers.
7.3 The limitations of liability in this article do not apply if the damage is due to intent or gross negligence on the part of WATT E-MOBILITY or its managerial subordinates.
7.4 Any legal action against WATT E-MOBILITY, including claims for damages, shall lapse after a period of twelve (12) months after the claim arose.

Article 8 Force Majeure

8.1 WATT E-MOBILITY is not obliged to fulfil any obligation towards the Buyer if it is prevented from doing so as a result of a circumstance that is not attributable to fault and for which it is not responsible under the law, a legal act or generally accepted views (force majeure).
8.2 Force majeure in these general terms and conditions shall be understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which WATT E-MOBILITY has no influence, but which prevent WATT E-MOBILITY from fulfilling its obligations. Disruptions in the supply of materials, transport problems, strikes in the company of WATT E-MOBILITY or third parties are included.

Article 9 Intellectual Property

9.1 All intellectual property rights relating to the products supplied by WATT E-MOBILITY, the website, texts, images and other materials are vested in WATT E-MOBILITY and/or its licensors.
9.2 The Buyer is not permitted to publish, reproduce or edit the items referred to in paragraph 1 without the prior written consent of WATT E-MOBILITY, other than for the resale and promotion of the products in accordance with the guidelines provided by WATT E-MOBILITY.

Article 10 Confidentiality

10.1 Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.

Article 11 Dispute Resolution and Applicable Law

11.1 Every agreement between WATT E-MOBILITY and the Buyer is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
11.2 All disputes relating to or arising from agreements between WATT E-MOBILITY and the Buyer shall be submitted exclusively to the competent court of the Zeeland-West-Brabant District Court, Breda location.