WIXOR
General Terms and Conditions Wixor, version October 2023

Article 1 – Definitions
1.1 In these general terms and conditions means::
WIXOR: Trade name of the private limited company Scapoint. B.V., which its registered office in Buren, registered in the Chamber of Commerce under number 91218675;
Customer: the natural or legal person with whom WIXOR concludes or has concluded an Agreement;
Material: the work equipment delivered by WIXOR to the Customer pursuant to the Agreement, either directly or indirectly through the intervention of a leasing company;
Agreement: Any Agreement between WIXOR and Customer to which these terms and conditions apply.

Article 2 – Applicability
2.1 These general terms and conditions apply to every quotation from WIXOR and to every Agreement between WIXOR and the Customer.
2.2 Deviations from these general terms and conditions only apply if and insofar as the parties in the Agreement have expressly deviated from them. The content of the (written) Agreement always prevails over these general terms and conditions.
2.3 These general terms and conditions also apply to any subsequent Agreement, regardless of whether WIXOR explicitly declares these terms and conditions applicable prior to or at the conclusion of the next Agreement.

Article 3 – Conclusion and modification of the Agreement
3.1 An Agreement is only concluded when the Customer accepts an offer from WIXOR in writing or electronically (by e-mail) within the validity period of 30 days and both parties have signed the resulting order confirmation.
3.2 Contrary to the provisions of paragraph 1, an Agreement may be concluded when the parties have reached agreement verbally, by telephone or by e-mail about the delivery or rental of Equipment. In that case, execution of the agreed delivery, rental and/or the preparation thereof by WIXOR provides proof of the existence of an Agreement. If the Customer disputes the existence of such an Agreement, it is up to the Customer to provide evidence to the contrary.
3.3 The prices and deliveries offered by WIXOR are valid for 30 days. If the Customer wishes to accept WIXOR’s offer after this period, WIXOR has the right to offer changed prices and/or an adjusted indicative delivery date.
3.4 Changes to the Agreement can only be made in writing or electronically (by e-mail).
3.5 WIXOR can only be bound by the authorized persons.

Article 4 – Content of the Agreement
4.1 The content of the Agreement is apparent from the order confirmation or rental agreement signed by the parties in which all agreed specifications of the Material are included. Unnamed specifications are not part of the Agreement. In the case described in Article 3.2, the content of the Agreement appears from WIXOR’s invoice. WIXOR is not responsible for the application of the Material intended by the Customer, unless this application is expressly included in the Agreement.
4.2 All prices are exclusive VAT, unless the Customer is a natural person who does not act in the exercise of a profession or business (consumer) in which case the prices are always (also) including VAT.
4.3 The content of any brochures and/or technical documentation made available to the Customer by WIXOR (hereinafter jointly: “information sent”) provides general information about the Material, from which deviations can be made. If the Customer attaches importance to agreeing on the specifications included in the information sent, the Customer must ensure that the relevant specifications are included in the order confirmation or rental agreement. In the event of any contradiction between the order confirmation/rental agreement and the information sent along, the order confirmation/rental agreement shall prevail.
4.4 If the Agreement relates to Material that is tailored by WIXOR’s supplier to the specific wishes of the Customer, the Customer cannot derive any rights from the information sent along insofar as this information relates to parts of the Material that have been adapted at the request of the Customer.
4.5 The prices included in the Agreement are based on the purchase prices that were known to WIXOR at the time of the conclusion of the Agreement. The Customer is obliged to reimburse WIXOR for any increase in purchase prices that occurred after the conclusion of the Agreement but before the delivery of the Material to WIXOR at the first request of WIXOR in addition to the agreed prices.
4.6 An amendment to the Agreement generally constitutes a necessity for the implementation of a price increase. WIXOR will make every effort to provide timely insight into this price increase. If the extent of the price increase is not yet known at the time of changing the Agreement, the Customer is obliged to pay the price increase to WIXOR.
4.7 Every delivery period or delivery date included in the Agreement is indicative, unless expressly agreed otherwise. Exceeding the indicated delivery period does not entitle the Customer to dissolve the Agreement, unless WIXOR does not (timely) comply with a notice of default from the Customer with a period for compliance with the agreements made of at least thirteen (13) weeks. If WIXOR is dependent on third parties for the fulfilment of its obligations, and as a result cannot fulfil it within the aforementioned period of 13 weeks, WIXOR is entitled to a longer period. In that case, WIXOR must demonstrate within which period it can reasonably fulfil its obligations. The Customer must set this period for performance to WIXOR before WIXOR can become in default.
4.8 The parties may agree to deliver orders in parts. In that case, WIXOR reserves the right to invoice these partial deliveries. WIXOR also reserves the right to deliver and invoice 5% more or less than the order entails.
4.9 If no other payment schedule has been agreed, the agreed total price must be paid in full prior to the delivery of the Material. Article 10 of these general terms and conditions contains a different regulation for the rental of Equipment.
4.10 The payment term is no later than 30 days after the invoice date. Payment must be made in Euro. WIXOR has the right to suspend the delivery of the Material until the price due has been paid.
4.11 Material delivered by WIXOR remains the property of WIXOR until Customer has fulfilled all (payment) obligations under the Agreement. The Customer is not permitted to pledge, dispose of, rent or use the Material to third parties as long as the Material is still owned by WIXOR.
4.12 WIXOR is not obliged to comply with the Agreement in the event of force majeure. Force majeure is understood to mean the situation in which WIXOR cannot (timely) meet its obligations as a result of its unattributable circumstances, such as in the event of fire, theft, strike, restrictive government measures, war, epidemic, pandemic, or actual inability to deliver. In the event of force majeure, WIXOR is entitled to dissolve the agreement without being obliged to pay compensation for any damage suffered by the Customer as a result.
4.13 The Customer is only entitled to terminate the Agreement insofar as there is a material shortcoming in the fulfilment of WIXOR’s obligations and with due observance of the legal regulations.

Article 5 – Obligations of the Customer
5.1 The Customer shall inform WIXOR prior to the conclusion of the Agreement about the characteristics and specifications of the Material desired by the Customer. The Customer will check whether these properties and specifications are correctly and completely included in the order confirmation/rental agreement to be signed. If the Customer does not (fully) comply with this obligation, the consequences thereof will be borne by the Customer and at the risk.
5.2 The Customer shall comply with the agreed payment schedule in a timely manner, failing which WIXOR is entitled to suspend the execution of the Agreement, dissolve the Agreement and/or take collection measures. If the Customer does not pay the agreed payment on time and/or in full, he will be in default immediately after the expiry of the due date of the relevant invoice without further notice of default.
5.3 If WIXOR takes care of the transport of the Material, the Customer shall ensure that WIXOR can unload the Material at the specified location. The location must then be accessible to a truck. If the location is not accessible to WIXOR, the resulting costs as a result of downtime, delay and/or additional transport movements will be borne by the Customer.
5.4 The Customer shall inspect and – as far as possible – test the delivered Material prior to, or (if that is not possible) immediately after delivery. The Customer shall report any complaints about the delivered Material to WIXOR within fourteen days of delivery at the latest, failing which it is assumed that the Material has been delivered in accordance with the Agreement.
5.5 The Customer is obliged to insure material delivered under retention of title and to keep it insured against fire, explosions, water damage, theft and destruction. WIXOR has the right to suspend the delivery of the Material until the Customer has sent the policy (conditions) proving that this obligation has been fulfilled. The Customer is obliged to pledge claims against the insurer(s) with regard to Material delivered under retention of title to WIXOR in the manner prescribed in Article 3:329 of the Dutch Civil Code.
5.6 The Customer is obliged to check for himself whether the Material must be insured on the basis of a legal or contractual obligation and to take out any necessary insurance(s) in good time.

Article 6 – Obligations of WIXOR
6.1 WIXOR will be able to perform the Agreement to the best of its ability, in such a way that the Material is delivered or rented in accordance with the Agreement.
6.2 WIXOR will make every effort to deliver the Material to the Customer within the indicated (delivery) period or – in the case of rental – to make it available.
6.3 WIXOR will regularly inform the Customer about the execution of the Agreement and the expected delivery time.
6.4 WIXOR will provide the Customer with a manual regarding the Material. Specific training or education to make users of the Material competent and authorized to do so are not included in the agreed price.
6.5 WIXOR can arrange the transport of the Material to the location specified by the Customer. Unless expressly agreed otherwise, the price for transport is not included in the agreed price. If WIXOR takes care of the transport, this is done at the risk of WIXOR. If the location specified by the Customer differs from the Agreement, WIXOR is entitled to charge the Customer for any additional costs incurred as a result.
6.6 WIXOR provides usual liability insurance with an insured sum of EUR 5,000,000 (five million euros) per claim. A copy of the policy (conditions) will be sent to the Customer on request.

Article 7 – Quality of the Material and guarantee
7.1 WIXOR is only responsible for specific product properties (colour, size, shape, weight, etc.) when the relevant product properties are explicitly included in the Agreement.
7.2 WIXOR guarantees the functionality of the delivered Material for a period as described in the Agreement. If no warranty period is described in the Agreement, WIXOR’s warranty obligation to Customer does not exceed the warranty obligation of the manufacturer of the Material towards WIXOR.
7.3 WIXOR’s warranty obligations are subject to the condition that the Customer uses and maintains the Material in accordance with the user manual and maintenance instructions. Defects resulting from normal wear and tear and unauthorized use are not covered by the warranty.
7.4 Minor and/or industry-standard deviations and differences in quality, number, size, weight or finish do not result in non-conformity of the Material.
7.5 If the Material increases in value as a result of a repair under the warranty, WIXOR is entitled to charge the Customer for the extent of this increase in value (deduction new for old).
7.6 If WIXOR replaces parts of the Material – whether or not under warranty – parts to be replaced become the property of WIXOR.

Article 8 – Lease
8.1 If the Customer opts for a lease construction, WIXOR will, after agreement has been reached with the Customer about the Equipment to be delivered, send all relevant information and documentation to the leasing company. In that case, the Customer is obliged to conclude an agreement with the leasing company in accordance with a prior proposal provided by the leasing company.
8.2 After an agreement has been concluded between the leasing company and the Customer, WIXOR invoices the agreed price to the leasing company.
8.3 Delivery of the Material takes place in the event of a lease construction in accordance with Article 3:115 introductory sentence and under a Dutch Civil Code: WIXOR transfers possession of the Material to the leasing company by declaring to the leasing company that WIXOR owns the Material and henceforth holds it for the leasing company pursuant to a clause made at the time of delivery. WIXOR will only make the Material available to the Customer with the consent of the leasing company, in which case the Customer will keep the Material for the leasing company.
8.4 In the event of a lease, the leasing company may also invoke these general terms and conditions vis-à-vis the Customer. Conversely, WIXOR can rely on these general terms and conditions vis-à-vis the leasing company.
Article 9 – Liability
9.1 WIXOR is not liable for indirect damage, including in any case business loss, consequential damage and delay damage.
9.2 WIXOR’s liability does not extend beyond the liability of the manufacturer of the delivered Material.
9.3 Without prejudice to the provisions of paragraph 2, WIXOR’s liability is in all cases limited to the price of the Material, at least the price of the part of the Material in which/what caused the damage.
9.4 Without prejudice to paragraphs 2 and 3, WIXOR’s liability is limited to the amount paid out by WIXOR’s insurer in any case.
9.5 If, for whatever reason, the insurance does not give a claim for payment, WIXOR’s liability is finally limited to 10% of the price of the Material.
9.6 WIXOR is furthermore not liable for: infringement of patents, licenses or other rights of third parties as a result of use of data provided by or on behalf of the Customer.

Article 10 – Rental
10.1 If a rental agreement is concluded between WIXOR (lessor) and the Customer (tenant), the conditions set out in Article 10 apply.
10.2 The agreed rental price applies based on use during working days for 8 hours per day. If the Material is used by the Customer for more hours per day or on weekends, the Customer will owe an additional fee.
10.3 The rental price refers to the possibility of using the rented Equipment. The rental price does not include: operation of the Equipment, daily maintenance of the Equipment and fuel / electricity for the Equipment.
10.4 If the Material fails during the rental period, the Customer shall not owe any rent for use of the Material until WIXOR has repaired the Material or made replacement Equipment available. The Customer is obliged to report a defect to WIXOR immediately and to allow WIXOR to repair and/or replace the Material.
10.5 The Customer owes the rent over the entire rental period. The rental period consists of at least the agreed period. If no period has been agreed, or if the Customer keeps the Material in use longer than the agreed period, the rental period consists of the period during which the Material was actually available to the Customer. The day on which the Material is made available (start of the rental period) and the day on which the Material is delivered to WIXOR (end of rental period) are included in the rental period.
10.6 If a rental agreement has been concluded for a fixed period, and the Customer keeps the Material in use after this period has expired, a new rental agreement for an indefinite period arises.
10.7 A fixed-term rental agreement cannot be terminated prematurely. A rental agreement for an indefinite period can be terminated by both WIXOR and the Customer with due observance of a notice period of three working days.
10.8 If the transport is provided by WIXOR, the Customer is obliged to inform WIXOR at least two working days prior to the end of the rental period at which location the Material can be picked up by WIXOR. The provisions of Article 5.3 shall apply.
10.9 By receiving the Material, the Customer is deemed to have acknowledged having received the rented property in good condition, suitable for the agreed use, and to have taken note of the instructions regarding use and maintenance of the Material. WIXOR undertakes to repair or replace the parts of the rented property that should become defective, solely as a result of defects in the Material or of improper processing thereof, provided that such defect has been reported directly in writing or electronically by the Customer. The obligation does not apply to the electrical part of the Material and also does not, if the defect may have been caused by or in connection with circumstances attributable to the Customer, such as improper use of the rented property or use for a purpose other than that for which the rented property was supplied, insufficient maintenance, use of unsuitable fuel, energy or lubricants, overload, incorrect placement or insufficient foundation of the rented property, incorrect connection of the voltage source and further all cases, in which the cause of the defect cannot be clearly determined.
Subject to the aforementioned obligation of WIXOR, which is expressly limited to the damage to the part in question itself, WIXOR and its staff are never liable for damage to, caused by or in connection with the use of the rented property, subject to provisions of mandatory law regarding (product) liability, as well as with due observance of the legal rules of public order and good faith.
10.10 The Customer is obliged to: (1) use the Material carefully in accordance with instructions and instructions for use; (2) carry out daily maintenance of/on the Equipment; (3) clean the Equipment regularly, at least in such a way that no permanent contamination occurs on the Equipment; (4) report any damage and/or defects directly to WIXOR in accordance with article 10.9; (5) deliver the Material to WIXOR in good condition at the end of the rental period.
10.11 The Customer indemnifies WIXOR against all claims from third parties in connection with damage caused with regard to or as a result of (the use of) the Material.
10.12 If the Customer fails to comply with the obligation referred to in article 10.10 under (5), WIXOR will return the Material to its original condition. The costs reasonably involved will be charged to the Customer.
10.13 The Customer shall not dispose of, encumber or give the Material to third parties. Nor will the Customer make changes to the Material, unless these are temporary adjustments that are removed by the Customer at the end of the rental period and do not affect the (safe) operation of the Equipment.
10.14 Unless expressly agreed otherwise in writing, the Customer is prohibited from using the Material in a harmful environment. Harmful environment means at least: an environment in the immediate vicinity of blasting, metalizing and/or paint spraying activities; an environment in the immediate vicinity of saline surface water; an environment in the immediate vicinity of chemical processes. The Customer is liable to WIXOR for damage in the broadest sense of the word, which arises because the Customer acts in violation of the provisions of this article paragraph.

Article 11 – Design
11.1 If WIXOR provides technical service for the Customer, such as the elaboration of designs, static calculations, assembly calculations and execution drawings, as well as viewing of construction works, checks and discussions, WIXOR is entitled to charge the Customer separately for this, unless otherwise agreed.
11.2 Models, tools, stamps and moulds that are specially manufactured for an assignment remain the property of WIXOR, even if costs have been charged for this. If no orders have been received and accepted by WIXOR for two years on a particular article, WIXOR has the right to destroy the relevant models, tools, stamps and moulds, without notifying the involved Customer.

Article 12 – Disputes and applicable law
12.1 If the Customer is a legal person, or a natural person acting in the exercise of a business or profession, and does not meet his payment obligations on time and/or in full, the Customer is obliged to reimburse the actual and full collection costs of WIXOR, both in and out of court.
12.2 If the Customer is a consumer and does not meet his payment obligations on time and/or in full, the Customer is obliged to reimburse the extrajudicial collection costs in accordance with the Decree on Compensation for Extrajudicial Collection Costs and the actual and full collection costs of WIXOR in court.
12.3 All disputes will be settled exclusively by the competent court of the District Court of Gelderland, location Arnhem.
12.4 Notwithstanding paragraph 3, disputes about the quality of the Material delivered shall be settled exclusively by arbitration in accordance with the arbitration rules of the Arbitration Board for Metal Industry and Trade, as it stands at the time of the conclusion of the Agreement.
12.5 The Agreement is governed by Dutch law.

Article 13 – Translations
13.1 These general terms and conditions have been originally drawn up in the Dutch language. In case of any discrepancies in interpretation between the Dutch version and any translated versions provided to the Customer, the Dutch version shall be considered the authoritative version.