General terms

General terms and conditions for business 1. Definitions and applicability
1. In these terms and conditions, the following definitions apply:
2. Customer: any natural or legal person other than a consumer, acting in the exercise of his profession or business, who is registered with the trade register in the Netherlands, who has a business account created with Microlectra
3. Day : calendar day;
4. Microlectra: the private company Microlectra B.V. established at Augustapolder 12, 2992SR in Barendrecht, operating in the Netherlands under VAT number: NL 8185.93.520.B01 and Chamber of Commerce Rotterdam 230.82671;
Phone : +31 180 895890, Email : info@microlectra.nl
5. Agreement: any Agreement for the delivery of articles by Microlectra to the Customer.
6. Offer: any non-binding proposal sent by Microlectra to the Customer for the purpose of concluding an Agreement, whether or not by electronic means.
7. Articles: any items offered, to be delivered or delivered by the Entrepreneur on the basis of the Agreement.
8. In writing: in writing, by e-mail or by fax.
9. General terms and conditions: the present general terms and conditions used by Microlectra.
10. Business account: this is an account that is created on behalf of the Customer and to which the Customer can log in with a obtained login code and can view which orders have been placed, delivered and all other changes that relate to the Business Account.
11. These general terms and conditions apply to every offer, quotation and Agreement between Microlectra and the Customer, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
12. These general terms and conditions do not apply to offers to and Agreements with natural persons who do not act in the exercise of a profession or business.
13. The applicability of any purchase or other conditions of the Customer is expressly rejected.
14. If one or more provisions in these terms and conditions are at any time wholly or partially null and void or should be annulled, the rest in these terms and conditions will remain fully applicable. Microlectra and the Customer will then enter into consultation in order to agree on new provisions to replace the null and void or annulled provisions, taking into account the purpose of the original provisions as much as possible.
15. If there is uncertainty about the interpretation of one or more provisions of these terms and conditions, the explanation must take place in the spirit of these provisions.
16. If a situation arises between the parties that is not regulated in these terms and conditions, this situation must be assessed in accordance with the spirit of these terms and conditions.
17. Everything stipulated in the General Terms and Conditions and in any further agreements for the benefit of Microlectra is also stipulated for the benefit of Microlectra engaged intermediaries and other third parties.

2. Offers/quotations
1. Any Offer /quotation from Microlectra on the websites, in mailings and by telephone, is without obligation and can always be revoked by Microlectra.
2. Obvious mistakes or errors in the Offer do not bind Microlectra.
3. Any Offer /quotation can be revoked in writing by Microlectra within seven calendar days of receipt of acceptance, in which case no Agreement has been concluded between the parties.
4. Each Offer contains such information that it is clear to the Customer what rights and obligations are attached to the acceptance of the Offer. This concerns in particular:
○ the price excluding taxes, unless otherwise agreed;
○ the possible costs of delivery;
○ the way in which the Agreement will be concluded and which actions are necessary for this;
○ the method of payment, delivery or execution of the Agreement;

3. Ordering and conclusion of the agreement
1. If the Customer places an order, the Agreement is only concluded because Microlectra accepts it by e-mail.
2. Orders can be placed on microlectra’s websites, by e-mail or by telephone.
3. Microlectra reserves the right to charge a surcharge in case of orders above a maximum total weight to be delivered.
4. The acceptance of orders may be subject to conditions such as prepayment, see article 6.18.
5. If acceptance of an order for a certain article is not possible for whatever reason, Microlectra will try to deliver an item comparable in price and quality in consultation with the Customer. The order will be accepted in an adapted form after agreement.
6. Microlectra has the right at all times to verify an order in advance or to refuse it without giving reasons, the Customer will be informed by Microlectra as soon as possible.

4. Prijzen
1. The prices on the Microlectra websites are in euros and are current prices. All Microlectra prices are subject to programming and typing errors 2. All prices include costs of packaging, excluding VAT* and costs of transport, shipping and legal contributions unless stated otherwise. Per order, depending on the method of payment, a one-off contribution to the shipping costs stated on the websites will be charged.
3. Microlectra cannot be held to the prices stated by it at the time that Microlectra indicates that the quotation or a part of the quotation contains an obvious mistake, printing or typesetting error, miscalculation or error, unless that Customer proves that it is unreasonable in terms of reasonableness and fairness and in society to not hold Microlectra to the Quotation.
4. Microlectra is entitled to adjust the prices or parts thereof for goods or services that have not yet been delivered and/or paid for to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates, etc.
5. Microlectra is always entitled to adjust prices without delay if a legal price determining factor gives reason to do so.
6. Price changes as described in this article, to which Microlectra is entitled at all times, will be communicated to the Customer as soon as possible in the usual way. The right to deliver at prices previously stated by Microlectra cannot be derived from the non-receipt of a notification of price change.

5. Delivery, transport and risk
1. Microlectra shall determine the mode of transport and the carrier. If the Customer has special transport wishes, the additional costs will be borne by him. All orders will be delivered to the collection point or street address specified by the Customer.
2. The ordered item is at the risk of the Customer of delivery, even if the ownership has not yet passed to the Customer.
3. Microlectra tries to deliver the order expeditiously but no later than the third working day after the order date. In the event of a delay in the delivery of all or part of the order, Microlectra will inform the Customer in good time.
4. All (delivery) terms mentioned by Microlectra are approximate and have been determined on the basis of the data and circumstances that were known to Microlectra when entering into the Agreement, The agreed delivery time never counts as a deadline, unless expressly agreed otherwise.
5. Microlectra reserves the right to deliver the order in parts. There are no additional costs associated with partial deliveries or subsequent deliveries.
6. In the unlikely event that an order is incomplete upon delivery, the Customer must report this to Microlectra immediately upon receipt. Microlectra will then deliver the missing part of the order with great urgency.
7. If an order delivered by Microlectra contains items that have not been ordered by the Customer, the Customer must report this to Microlectra immediately after receipt. The Customer can then return the incorrectly delivered items in accordance with the procedure to be communicated by Microlectra to the Customer, after which Microlectra will send any missing items.
8. As soon as the Customer starts using or resells the incorrectly delivered items, the right to return these items expires and Microlectra will charge these items to the Customer.
9. The customer is obliged to purchase the purchased goods at the time they are made available to him or at the time they are delivered to him. If the Customer refuses the purchase or is negligent in providing information or instructions, necessary for the delivery, the goods will be a maximum of 4 weeks
stored at the expense and risk of the Customer. In that case, the customer owes all additional costs, including in any case storage costs.

6. Payment and bank details
1. Payment is made by bank or giro debit, credit card, online banking or on account, on terms and conditions further set out on the websites and in mailings.
2. Microlectra always has the right to demand (partial) advance payment or any other security for payment from the Customer.
3. If it has been agreed that the Customer pays by bank, giro collection or account, a (fatal) payment term of 30 days after the invoice date applies. The customer is not entitled to deduct any amount from this purchase price due to a counterclaim made by him. Payment must be made to bank account number IBAN: NL24RABO
035.11.65.134 BIC: RABONL2U of Rabobank Nederland stating the customer and invoice number.
4. If an invoice has not been paid in full after the expiry of the period referred to in the previous paragraph or has not been able to take place by direct debit, the Customer shall owe Microlectra default interest equal to 2% per month with effect from the expiry of that period, whereby a part of a month is charged for a whole month.
5. Payment must be made in the agreed currency without set-off, discount or suspension for any reason whatsoever.
6. In appropriate cases, Microlectra reserves the right not to accept a proposed payment method. In that case, this will be communicated and the order will be sent after prepayment.
7. If, after a reminder by Microlectra, payment is still not made, Microlectra also has the right to charge the Customer extrajudicial collection costs.
8. The extrajudicial collection costs referred to in the previous paragraph shall be: 1. a) 15% of the amount of the principal amount on the first € 2,500.00 of the claim (with a minimum of € 40.00);
2. a) 10% of the amount of the principal amount on the next € 2,500.00 of the claim;
3. a) 5% of the amount of the principal amount on the next € 5,000.00 of the claim;
4. a) 1% of the amount of the principal amount on the next € 1900,000.00 of the claim;
5. a) 0.5% on the excess of the principal amount with a maximum of € 6,775.00.
9. In the absence of full payment by the Customer, Microlectra has the right, without further notice of default, to dissolve the Agreement by means of a Written Statement or to suspend its obligations under the agreement until the Customer has still paid. Microlectra also has the aforementioned right of suspension if it has reasonable grounds to doubt the creditworthiness of the Customer even before the Customer is in default of payment.
10. Payments made by the Customer will first be deducted by Microlectra from all interest and costs due and then from the due invoices that have been outstanding for the longest time, unless the Customer states in writing that this relates to a later invoice.
11. The Customer may not set off Microlectra’s claims against any counterclaims it has against the Customer.
12. Microlectra reserves the right to hold or cancel an order from a Customer, further orders until Microlectra has confirmed payment from the Customer of the invoice on its account.
13. Electronic invoices will be sent to the e-mail address provided by the Customer when applying for the business account. For changes to the e-mail address and the method of sending invoices, the Customer can contact the administration department of Microlectra. For invoices sent by post, Microlectra reserves the right to charge a surcharge for shipping costs.
14. Microlectra has the right to require a 100% deposit from newly notified companies.

7. Retention of title
1. Microlectra retains ownership of all items delivered and to be delivered to the Customer until the time when the Customer has fulfilled all its payment obligations to Microlectra.
2. The payment obligations referred to in the previous paragraph consist of paying the purchase price of the items, plus claims for work performed that are related to the delivery and claims for the attributable failure of the Customer to fulfil its obligations, such as claims for the payment of compensation, extrajudicial collection costs, interest and any fines.
3. The Customer must keep the items carefully and as identifiable property of Microlectra as long as the retention of title rests on them.
4. As long as the delivered items are subject to a retention of title, the Customer cannot pledge the items in any way or grant a third party any other right to them.
5. The Customer must immediately inform Microlectra in writing if third parties pretend to have ownership or other rights to the articles on which a
retention of title rests.
6. The Customer must ensure that business or contents insurance is such that the items delivered under retention of title are co-insured at all times and will grant Microlectra access to the insurance policy and the associated premium payment certificates on first request.
7. If the Customer acts in violation of the above provisions of this article or Microlectra invokes the retention of title, Microlectra and its employees shall have the irrevocable right to enter the Customer’s premises and to take back the items delivered under retention of title. This applies without prejudice to Microlectra’s right to compensation for damage, loss of profit and interest and the right to dissolve the agreement without further notice of default by means of a written notification.
8. The Customer cannot transfer or pledge claims on Microlectra, for whatever reason, to a third party. This clause has property law effect within the meaning of Article 83 paragraph 2 (jo. Art. 98) of Book 3 of the Dutch Civil Code.

8. Defects, complaint periods and warranty
1. Microlectra guarantees that the delivered goods comply with the agreement, on the understanding that minor deviations accepted in the industry with regard to specified sizes, weights, numbers, discolorations and minor mutual color deviations, etc. do not count as a shortcoming on the part of Microlectra.
2. On all technical devices – regardless of brand or type – Microlectra gives a one-year warranty.
3. The Customer must examine the delivered items upon delivery, the Customer must check whether the delivered goods comply with the Agreement; 1. (a) whether the correct items have been delivered;
2. (b) whether the goods delivered correspond in quantity and number to what has been agreed;
3. c) whether the delivered goods meet the requirements that may be set for normal use and/or commercial purposes.
4. The customer must report complaints to Microlectra in writing within 5 working days after delivery.
5. If the Customer does not report defects or complaints within the aforementioned periods, his complaint will not be processed and his rights will lapse.
6. Legal claims and defences against Microlectra, based on facts that would justify the claim that the delivered items do not comply with the agreement, due to the expiry of one year after delivery.
7. Any claim by the Customer with regard to delivered items also lapses if:
1. a) articles cannot be identified (anymore) as coming from Microlectra; 2. b) the defects are the result of normal wear and tear, improper and/or improper handling, use and/or storage or maintenance of the articles; 3. c) Microlectra has not been immediately given the opportunity by the Customer to investigate the complaints and to fulfil its obligations;
4. d) The customer has not, failed to fulfil his or her obligation on time or properly.
8. Complaints about invoices must be submitted in writing within five working days of the date of sending the invoices.
8. Complaints about invoices 9. If it is demonstrated that the items do not comply with the Agreement, Microlectra has the choice either to repair the relevant items against their return, or to replace them with new items or to refund the invoice value thereof. These terms and conditions apply in full to this new delivery.

9. Termination
1. Microlectra always has the right to dissolve the agreement without further notice of default by means of a Written Notice to the Customer at the time when the Customer:
1. (a) declared bankrupt or filed for bankruptcy;
2. (b) applies for (provisional) suspension of payments;
3. (c) is subject to an enforcement order;
4. (d) placed under guardianship or administration;
5. (e) otherwise loses the power of disposition or legal capacity in respect of his assets or parts thereof, including the situation where the debt restructuring scheme has been declared applicable.
2. The Customer must always inform the liquidator or administrator of the (content of the) agreement and these general terms and conditions.

10. Privacy
1. Each Party shall be obliged to maintain confidentiality vis-à-vis third parties of all information of a confidential nature, in whatever form, obtained from the other Party. The parties will not use information of a substantive nature for their own benefit.
2. Microlectra shall include the data of the Customer and the data provided by him/her in a database. Microlectra will use the data from this file in accordance with Dutch privacy legislation. Microlectra has the right to use name and address data from its files for commercial purposes, with due observance of the provisions of the first paragraph of this article, unless the Customer has notified Microlectra in writing that the data provided by him/her may not be used for this purpose.

11. Force majeure
1. The delivery period referred to in Article 5.3 shall be extended by the period during which Microlectra is prevented from fulfilling its obligations due to force majeure.
2. Force majeure on the part of Microlectra exists if, after the conclusion of the agreement, Microlectra is prevented from fulfilling its obligations under this agreement or from the preparation thereof as a result of war, danger of war, civil war, terrorism, riot, molestation, fire, water damage, flood, strike, company occupation, lockout, entry and export barriers, government measures, machine defects, disruptions in the supply of energy, all both in Microlectra’s business and with third parties, from whom Microlectra must obtain all or part of the necessary materials, as well as in storage or during transport, whether or not under its own management, and furthermore arise from all other causes, through no fault or risk of Microlectra.
3. If the force majeure occurs, while the agreement has already been partially executed, the Customer has the authority to either retain the already delivered part of the articles and to pay the purchase price due for them, or to consider the agreement as terminated for the part already executed under obligation what had already been delivered to Microlectra to be returned at the expense and risk of the Customer, if the Customer can demonstrate that the part of the items already delivered can no longer be used effectively by the Customer as a result of non-delivery of the remaining items.

12. Liability
1. Microlectra is not liable for direct damage in the execution of an agreement, except in the case of intent. Microlectra is in any case not liable for indirect damage, including physical damage, business losses, loss of use and other consequential damage, that the Customer suffers due to (possible) shortcomings or
breach of contract by Microlectra, in the performance of the agreement. The liability of Microlectra is in any case limited to the amount of the invoice amount of the articles
2. Microlectra cannot be held liable for the failure to achieve performance, tolerances or properties of the articles, unless these are specifically and expressly guaranteed in writing by Microlectra. Responsibility for the articles
are sufficiently suitable for the intended use of the Customer is the responsibility of the Customer even if Microlectra has given the Customer advice on the application.
3. Damage as mentioned in this article must be reported in writing to Microlectra as soon as possible but no later than 2 (two) weeks after its occurrence. Damage that has not been brought to Microlectra’s attention within that period is not eligible for compensation, unless the Customer demonstrates that he/she has not been able to report the damage earlier.
4. Microlectra is not liable for advice or recommendations made by Microlectra on Microlectra.nl or by its employees or suppliers, whether written or oral.

13. Intellectual Property Rights
1. Microlectra guarantees that the goods it delivers as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
2. If it has to be recognized by Microlectra or if it is established by a Dutch court in a legal case in a decision that is no longer open to appeal, that any item supplied by Microlectra does infringe the rights of third parties as referred to herein, Microlectra will take back the case in question. The Customer is obliged to cooperate with the return of the item in question.

14. Disputes and applicable law
1. The agreement concluded between Microlectra and the Customer is exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded. 3. Any disputes will be submitted to the competent court in the place where Microlectra is located, although Microlectra always reserves the right to submit a dispute to the competent court in the place where the Customer is located. 4. If the Customer is located outside the Netherlands, Microlectra has the right to choose to submit the dispute to the competent court in the country or state where the Customer is located.