Article 1:           General
1.1       Present General Terms and Conditions apply to all agreements entered into by Q&M BV (operating under the name InfraSmart), established at Stayerhofweg 2c, 5861 EJ Wanssum (hereinafter “InfraSmart”), and the contractual counterparty of InfraSmart (hereinafter “Customer”) and all resulting legal relations, in as much as not deviated therefrom, in writing. The Customer accepts the applicability of these General Terms and Conditions through the simple issuing of his order, also if the conditions of the Customer were to read otherwise. All application of the General Terms and Conditions of the Customer is expressly rejected. Deviations from present General Terms and Conditions shall only be valid if expressly confirmed in writing by INFRA SMART. Specific stipulations in agreements declared subject to present General Terms and Conditions shall prevail over the stipulations in present General Terms and Conditions.

Article 2:           Prices, delivery condition, price adjustments, approval, invoice amount
2.1 All prices specified by InfraSmart shall be in EURO, excluding current turnover tax and any other government duties applicable to the sale and delivery.
2.2 Unless otherwise agreed and subject to the stipulations in article 5.3, all deliveries shall take place subject to the delivery condition ‘ex warehouse’, according to the INCOTERMS, applicable on the day of delivery. If and in as much as the Customer requests InfraSmart to undertake transport of the products, the related freight costs shall be charged separately to the Customer.
2.3 All price rises occurring following the entering into of the agreement as a result of an increase in material prices, transport costs, wages, social security costs, customs import or export costs, turnover tax and price rises as a result of exchange rate changes may be passed on to the Customer. If the Customer is a natural person not operating in the exercising of his profession or business, the Customer shall in that case be entitled to dissolve the agreement.
2.4 If, at the latest 8 days following receipt of the invoice, the Customer has issued no comments concerning the invoice amount, the Customer shall be considered to have approved this amount (only applicable for delivery on invoice).

Article 3:           Delivery time, acceptance, return deliveries
3.1 The delivery time shall commence upon the establishment of the agreement; InfraSmart shall make every effort to comply as far as possible with the specified delivery time(s), but delivery time(s) shall never be binding upon InfraSmart. Violation of the delivery time shall not entitle the Customer to full or partial dissolution of the agreement or compensation, except in the event of deliberate action or gross negligence on the part of InfraSmart.
3.2 The following circumstances shall suspend the delivery obligation of InfraSmart: (1) non-compliance, including late payment or incomplete payment, with any payment obligation by the Customer; (2) all cases of force majeure.
3.3 The Customer is required to accept the products at the moment they are made available to him, according to the agreement. If the Customer refuses acceptance, the products shall be stored for the account and risk of the Customer.
3.4 With on-call orders, the Customer is required to call up the products within the agreed period, and to actually accept the products. If the Customer fails to comply with this obligation, within at the latest 8 days following expiry of the agreed call-up period, InfraSmart shall be entitled to charge the products in question to the Customer.
3.5 Return deliveries shall only be accepted following prior written approval from InfraSmart, further subject to the condition of return delivery carriage paid, in undamaged condition and in the original packaging. The crediting of products returned in this way shall take place at a percentage of the original purchase price to be determined by InfraSmart on a case by case basis.

Article 4:           Reservation of ownership
4.1 InfraSmart shall remain owner of all products delivered to the Customer, as long as the Customer has not yet or not yet fully met any claims which InfraSmart holds against the Customer in that respect: (1) a consideration owed by the Customer from the agreement or similar agreement or according to such an agreement by INFRA SMART, in respect of activities carried out by the Customer; (2) the failure of the Customer to comply with the agreement or a similar agreement.
4.2 In the event of non-compliance with any of the obligations specified in the previous paragraph, and in the event of bankruptcy, moratorium on payment, winding up or cessation of (the business of) the Customer, InfraSmart shall be entitled to take back any products delivered under reservation of ownership, without any demand or notice of default. In such a case, the agreement shall also be terminated without judicial intervention, without prejudice to the right of InfraSmart to compensation.
4.3 As long as the ownership has not been transferred to the Customer, except in the framework of his normal business activity, the Customer shall not be entitled, without written permission from InfraSmart to dispose of, encumber, pledge or otherwise place at the disposal of third parties, the products, in whatever form.

Article 5:           Payment, provision of security, collection
5.0 If no approval is issued by the management, all deliveries shall be made CASH ON DELIVERY.
5.1 The purchase amount must be paid fully, without any deduction, discount or settlement, within the payment period specified on the relevant invoice. InfraSmart shall issue the invoice together with or as quickly as possible following delivery.
5.2 Payments made by the Customer shall in all cases first serve to pay all interest and costs payable, and second the longest outstanding demandable invoices, even if the customer specifies that the payment relates to a later invoice.
5.3 If no “suppliers credit” is issued by InfraSmart, or in some other way sufficient security is obtained in the short term for the payment of the products to be delivered, they shall be delivered cash on delivery. The cash on delivery costs may be charged to the Customer, by InfraSmart.
5.4 Without notice of default being required, the Customer shall owe interest in the amount of 1.5% per month or part of a month, on any outstanding instalment, from the due date, as well as the judicial and extrajudicial collection costs relating to the collection, which extrajudicial costs shall be set at 15% of the amount in question with a minimum of 125 euro. The specified stipulations hereinabove shall apply without prejudice to the authority of InfraSmart, in the event of late payment by the Customer, to suspend further implementation of the agreement or, in as much as not yet implemented, to dissolve the agreement by means of a written statement and, as the case arises, to demand compensation from the Customer.
5.5 In the event of bankruptcy (including any appeal to the Debt Rescheduling (Natural Persons) Act) or moratorium on payment of the Customer, or the closing down or winding up of payment of his business, InfraSmart shall be entitled to immediately demand any amounts still payable, or to dissolve the agreement by means of a written statement.

Article 6:           Inspection, complaints
6.1 The Customer is required to inspect the products or have them inspected immediately following delivery.
6.2 Any complaints relating to shortcomings or differences in quantity, composition and/or dimensions identified must have been notified to InfraSmart in writing, within 8 days following delivery; in the absence of such notification, the Customer shall be considered to have accepted the delivery. Minor deviations with normal tolerances shall represent no grounds for complaint.

Article 7:           Warranty
7.1 InfraSmart is solely required to offer to the Customer the warranty offered to InfraSmart by the supplier of InfraSmart, such according to the conditions that – and in as much as – the supplier fulfils the warranty. Under no circumstances shall the period of warranty exceed one year, starting from the date of delivery.
7.2 All warranty shall be cancelled if: (1) the customer has not submitted a warranty claim to INFRASMART within 8 days following the moment at which a shortcoming could reasonably have been discovered, (2) the shortcoming, in the judgement of INFRA SMART, is attributable to incorrect or inexpert assembly, inexpert use or any use not in accordance with the instructions for use, or normal wear, (3) the shortcoming has arisen because the specified maintenance timetable and/or annual inspections were not carried out, (4) the shortcoming occurred following a change(s) and/or repair(s) carried out by or on the instructions of the Customer, without permission from InfraSmart, (5) the Customer failed to comply with any obligation in respect of InfraSmart, on the  basis of any agreement.
7.3 Complaints or warranty claims of any kind shall not suspend the payment obligations of the Customer.
7.4 If InfraSmart considers a warranty claim well-founded, at its own discretion, InfraSmart shall be required to: (1) pay compensation in money, which shall not exceed the value of the product which is the subject of the warranty claim or, (2) replacement delivery. In both cases, the products that are the subject of the warranty claim must be returned to InfraSmart. Any other form of compensation in respect of warranty is excluded.
7.5 Should the Customer fail, fail reasonably or fail in time to comply with his contractual obligations in respect of InfraSmart, InfraSmart shall not be bound by any warranty whatsoever.

Article 8:           Liability
8.1 During the warranty period as intended in article 7.1, the liability of InfraSmart shall be restricted to compliance with the warranty stipulations.
8.2 Following expiry of the warranty period as intended in article 7.1, InfraSmart shall accept liability in respect of the Customer for shortcomings in the products supplied by INFRA SMART, subject to the following conditions: (1) the client of the Customer must be a consumer as intended in Dutch law, and this client must have submitted a complaint to the Customer on the basis of a shortcoming in the product supplied by InfraSmart, (2) the Customer must have issued a claim to InfraSmart for the shortcoming, and InfraSmart must have declared that complaint well-founded, (3) the shortcoming may not be attributable to the incorrect or inexpert assembly or incorrect use of the product, (4) it must have been demonstrated to InfraSmart that the specified maintenance timetable and/or annual inspections in respect of the product in question have been implemented. In respect of each complaint considered well-founded, InfraSmart will judge whether repair of the product is possible or desirable. If this is not the case, InfraSmart will reimburse the Customer the value represented by the product at the moment of reporting of the complaint, calculated on the basis of the economic life of the product. If applicable, assembly costs and travel costs within a radius of 50 km of the establishment location of the Customer will be reimbursed. If the travel costs are higher, or if the assembly costs are disproportionate, given the value of the product, InfraSmart and the Customer will consult on this question. Travel costs outside the Netherlands will not be reimbursed under any circumstances.
8.3 Any claim for damage caused by the products supplied by InfraSmart, such as direct damage, loss of profit and/or other forms of indirect or consequential damage shall be excluded.
8.4 InfraSmart shall under no circumstances be liable for the suitability of the products to be supplied, for a specific purpose. The recommendations and information issued by INFRA SMART concerning the composition, capacities etc. of the products supplied or to be supplied shall not release the Customer from his obligation to himself investigate the suitability of these products for the purpose intended by him.
8.5 If and in as much as, despite the stipulations hereinabove, InfraSmart should be held liable by the competent court in any case for damage caused by the products supplied by INFRA SMART, said liability on whatever ground shall be restricted to the level of the invoice amount for the product, in connection with which liability was determined.

Article 9:           Applicable law, settlement of disputes
9.1 All legal relations subject to present General Terms and Conditions, and all agreements resulting therefrom shall be exclusively subject to Dutch law, with the exception of the stipulations in the previous paragraph.
9.2. This translation can only be used in combination with and as explanation of the Dutch text. In the event of a disagreement or dispute relating to the interpretation of the English text the Dutch text will be binding.
9.3 In as much as not expressly deviated from in present General Terms and Conditions, the stipulations of the Vienna Sales Convention of 11 April 1980 (convention on the international sale of goods) also apply, if the Convention were applicable in accordance with the stipulations of the Convention.
9.4 All disputes between InfraSmart and the Customer, including those viewed as such by only one party, shall be settled before the competent court in Roermond.