Terms and Conditions for Delivery and Payment

General

1. The term Motiveparts in these terms and conditions for delivery and payment shall be understood to denote the private company with limited Motiveparts B.V. (Chamber of Commerce number 24354016), with its registered office at Robijn 940 in Dordrecht.
2. "The Purchaser" shall be understood to denote the party to which Motiveparts sells and/or supplies goods and/or services.

General/applicability

1. All orders placed with Motiveparts by the Purchaser and all consequential legal relationships between Motiveparts and the Purchaser shall be accepted by Motiveparts exclusively on the basis of these terms and conditions for delivery and payment (the "Terms and Conditions").
2. Applicability of the Purchaser's general terms and conditions is expressly rejected.
3. The Terms and Conditions shall apply to all legal relationships in which Motiveparts acts as (potential) retailer and/or supplier of goods and/or services (the "Agreement").
4. Any divergence from these Terms and Conditions shall only be applicable with the express written agreement of both parties.

Tenders/entry into effect of Agreement

1. All Motiveparts tenders and/or quotations are without obligation and are purely an invitation to place an order, unless stated otherwise in writing by Motiveparts.
2. In the event that the Purchaser places an order with Motiveparts, the Agreement shall not enter into effect until Motiveparts confirms acceptance of the order in writing, or begins implementation, on condition that this is known to the Purchaser.
3. In the event that the Purchaser responds to a Motiveparts tender by making an offer, and Motiveparts accepts said offer in writing, an Agreement shall enter into effect.
4. Samples or models demonstrated or provided are merely an indication which the goods in question shall not be required to conform to.
5. Whereas all Motiveparts estimates of numbers, sizes, weights and/or other indications of products are carefully prepared, Motiveparts shall not be liable for any deviations.
6. Motiveparts shall be authorised to engage third parties in the implementation of the Agreement.

Prices

1. All prices are ex Works at Robijn 920 in Dordrecht (as defined in the Incoterms 2000), exclusive of VAT and other government-imposed taxes, unless specifically agreed otherwise in writing.
2. Changes in labour rates, cost prices for raw materials or materials, exchange rates and/or other factors which may for any reason influence the price of the order, shall entitle Motiveparts to pass on the costs of the changes to the Purchaser accordingly.
3. Motiveparts and the Purchaser may agree on additional work. Motiveparts shall be authorised to charge separately for any additional work performed, even if no agreement exists specifically in relation to the price of the additional work. Calculation of the price for additional work shall be subject to the provisions of the foregoing paragraphs of this Article.

Delivery/Delivery times

1. Delivery times agreed with Motiveparts are purely indicative and shall not be deemed to be strict deadlines. Delivery periods shall commence on the date stated in the written acceptance of the Agreement. In the event that certain data, drawings etc or certain formalities are required for the implementation of the order, the delivery period shall commence at a later time, namely when Motiveparts is in possession of all data, drawings etc., or all formalities have been completed. In the event that Motiveparts requires an initial (down) payment, the delivery period shall commence at the time of receipt of the first (down) payment.
2. Delivery shall be ex Works at Robijn 920 in Dordrecht. Motiveparts shall not be responsible or liable in respect of import, export or transport of the deliverable goods to the destination, nor may it be held liable for any taxes, levies or other costs in relation to the transport and/or delivery of goods.
3. Motiveparts shall be entitled to postpone deliveries until the Purchaser has complied with all its obligations to Motiveparts. The Purchaser shall be obliged to cooperate with the delivery and to accept the delivered goods. If the delivered goods are not accepted, Motiveparts shall be entitled to compensation from the Purchaser for all damages suffered (including the costs of storage, transport and insurance).

Assembly, installation

1. Notwithstanding Article 5.1, the parties may agree in writing that Motiveparts shall be responsible for assembly and installation of its products.
2. All work carried out by Motiveparts in connection with assembly, erection, testing, dismantling, repairs and any other works shall be at the expense and risk of the Purchaser, unless specifically agreed otherwise in writing.
3. The Purchaser shall facilitate Motiveparts mechanics in such a way that they are able to perform the assembly and installation work in accordance with the applicable safety regulations.
4. Unless specifically stated otherwise in writing, all extra work resulting from assembly and installation, as well as the transportation of materials to the site of assembly and/or installation shall be at the expense and risk of the Purchaser. Extra work shall be understood to include: foundation work, demolition work, excavation work, carpentry, brickwork, painting and electrical work.
5. The Purchaser shall be liable for all damage caused to Motiveparts tools and other property used during the assembly or installation.
6. Travel costs in connection with assembly and/or installation work shall be charged separately to the Purchaser.
7. Motiveparts shall determine the hours to be worked by its employees. Motiveparts shall be entitled to charge different labour rates for labour outside the normal working hours applicable under the collective labour agreement for this sector. The provisions of Article 5 in regard to delivery times shall also apply to the agreed assembly and/or installation time. The running in period for machinery, installations etc. installed by Motiveparts shall no longer be factored into the assembly and/or installation period.
8. The provisions of other paragraphs of this article shall apply mutatis mutandis to dismantling and other work.

Packaging

1. Unless specifically agreed otherwise in writing, the products shall, if necessary and exclusively at our discretion, be wrapped in the packaging normally used for such products, subject to the provisions of paragraph 1 of Article 4. Unless agreed otherwise in writing with the Purchaser, Motiveparts shall not take back the packaging.

Retention of title

1. Motiveparts shall retain the title to goods supplied or to be supplied by Motiveparts until such time as the Purchaser has complied with its payment obligations and all other obligations to Motiveparts, irrespective of their basis. The Purchaser shall not be permitted to invoke a possessory lien in respect of storage costs and/or to offset these costs against amounts due and payable for services rendered.
2. In the event that the Purchaser creates a new product from goods supplied by Motiveparts, that product shall be deemed to be a product created by Motiveparts for itself and held by the Purchaser on behalf of Motiveparts as owner, until all Purchaser's obligations to Motiveparts, irrespective of their basis, have been complied with.
3. The Purchaser shall inform any third party garnishing or claiming any other rights in respect of the goods described in the foregoing sentence of rights held by Motiveparts in respect of those goods. The Purchaser shall also inform Motiveparts immediately of any rights claimed by any third party in respect of the goods.
4. If any product accrues to Motiveparts on the basis of paragraph 1 or 2 above, it shall be made available to the Purchaser exclusively in the performance of its normal business operations. The Purchaser shall be obliged to provide and maintain adequate insurance in respect of goods supplied by Motiveparts under retention of title. The Purchaser shall also be obliged, in the event that the goods are transferred to a third party, to impose this obligation of adequate insurance upon the third party.
5. In the event that the Purchaser is in breach of the requirements of paragraph 1, Motiveparts shall be entitled to recover, or instruct recovery of, the goods belonging to it from their location at that time, at the expense of the Purchaser. To this end, the Purchaser already now grants Motiveparts irrevocable authorisation to access locations used by or on behalf of the Purchaser.
6. If and as soon as the goods being the property of Motiveparts become subject to garnishment, the Purchaser shall be obliged to inform Motiveparts accordingly.

Security

1. If proper grounds exist for the Purchaser not complying punctually with its obligations, the Purchaser shall be obliged to provide security immediately and upon first request by Motiveparts, in a form requested by and satisfactory to Motiveparts, and to supplement it if necessary in compliance with all its obligations.
2. Until the Purchaser has complied with the obligation provided for under paragraph 1, Motiveparts shall be entitled to suspend compliance with its obligations without any obligation to compensate for damages or consequential costs incurred by the Purchaser.

Payment

1. Payment to Motiveparts shall be made within 14 days of delivery of the goods or provision of services. Motiveparts shall invoice the Purchaser for the total amount of the Agreement; even if no invoice is sent by Motiveparts or received by the Purchaser, the 14-day period shall apply.
2. Under no circumstances may payment by the Purchaser be suspended or offset.
3. All invoices sent by Motiveparts must be paid by the Purchaser in the manner indicated therein by Motiveparts. Payment shall be made in the agreed currency and shall not be subject to discount.
4. In the event that Motiveparts has reasonable doubt at any time in respect of the creditworthiness of the Purchaser, Motiveparts shall be entitled to require of the Purchaser, before continuing its work, full or partial advance payment of the purchase price, or that the Purchaser provides proper security, for example by way of a bank guarantee or undisclosed pledge on the products supplied by Motiveparts. Motiveparts shall also be entitled in such cases to ship exclusively on a cash on delivery basis.
5. In the event of late payment to Motiveparts, Motiveparts retains the right, notwithstanding any other rights and legal remedies available to it, to charge the Purchaser late payment interest calculated on a daily basis at the promissory note discount rate of the Dutch Central Bank [Nederlandsche Bank] plus 2% per year, with a minimum of the statutory interest, on all outstanding debts, calculated from the due date until the date of payment in full to Motiveparts.
6. All judicial and extrajudicial costs incurred by Motiveparts in the collection of debts owed to it by the Purchaser shall be borne by the Purchaser; extrajudicial costs shall be fixed at 15% of the outstanding amount, with a minimum of EUR 500.
7. Motiveparts retains the right to deem payments by or on behalf of the Purchaser to be compensation for costs incurred in relation to extrajudicial debt collection charges, judicial costs, interest owed by the Purchaser and thereafter the outstanding principal sums in date order, irrespective of any instructions by the Purchaser.
8. The Purchaser shall be in default as soon as the payment period expires: this period is therefore a strict deadline. Any objections by the Purchaser in respect of the invoice sent in accordance with the Agreement may only be raised within the payment period.

Product liability

1. The Purchaser indemnifies Motiveparts against all claims by third parties for compensation for damages resulting from defective goods, with the exception of claims based on damages caused by a product whose defect is the result of a deliberate act or wilful recklessness on the part of Motiveparts.
2. In the event that, in accordance with Article 8.1, Motiveparts sends a request for indemnity by registered letter to the Purchaser and the Purchaser does not comply with that request within 14 days of receiving it, all Purchaser obligations shall become immediately due and payable.
3. Motiveparts shall not be liable for violations of patents, licences or other third-party rights by the use of information which serves Motiveparts to execute the order figures by or on behalf of the Purchaser.

Dissolution and force majeure

1. In the event that the Purchaser does not comply strictly or punctually with the Agreement, or in the event of bankruptcy, a (temporary) moratorium, a guardianship order on the Purchaser or the closure or liquidation of (a significant part of) its business, Motiveparts shall be entitled, at its own discretion, without any obligation to pay compensation and notwithstanding any other rights accruing to Motiveparts, to dissolve the order in full or in part or to suspend (further) performance under the order. In such cases, Motiveparts shall be entitled to exercise these rights with immediate effect and to request security from the Purchaser in respect of (timely) compliance with its payment obligations before providing any further services.
2. In the event that timely performance by Motiveparts is fully or partially hindered by one or more circumstances, whether or not temporary, for which Motiveparts cannot be held fully responsible (including, but not limited to, the circumstances listed in the following paragraph), Motiveparts shall be entitled to dissolve the contract, postpone the delivery of goods and/or the provision of services and to allocate, at its own discretion, production capacity to other clients, without any obligation to pay compensation.
3. Circumstances for which Motiveparts can in no way be held responsible are: an act or default, with the exception of intentional or gross negligence, by persons whose services are used by Motiveparts in performing its obligations under the order, a third party exercising one or more rights against the Purchaser because of its non-compliance in respect of that third party in relation to goods supplied by Motiveparts under the Agreement; strike, lock-out, illness, restrictions regarding import, export and/or transit, transport problems, default by any Motiveparts supplier, production standstill, natural and/or nuclear disasters, war and/or threat of war, fire, flood and government measures.
4. In the event that the Purchaser fails to cooperate in the receipt of goods within seven days of a notice to perform from Motiveparts, Motiveparts shall be discharged of all its obligations.

Conformity and guarantees

1. Upon delivery, the Purchaser shall be obliged to check that the goods comply with the Agreement. If this is not the case, the Purchaser can only invoke the agreement if it provides Motiveparts with a written and substantiated notification as quickly as possible, and in any event no later than 14 days after delivery or at any rate after detection was reasonably possible.
2. In the event that the Purchaser identifies defects or deviations in the products six months after the date of delivery, it may no longer invoke non-compliance of the products with the Agreement. Any claim by the Purchaser shall not discharge the Purchaser from its payment obligations to Motiveparts.
3. As provided for in paragraph 2, claims and defences based on facts justifying the claim that the delivered goods do not comply with the Agreement shall cease to be valid six months after the date of delivery.
4. In the event that the delivered product does not comply with the Agreement, Motiveparts shall only be obliged, at its own discretion, to either deliver missing items, or repair or replace the delivered goods, on condition that the Purchaser complies in full, at all times, with its payment obligations, within the appropriate period.
5. No declaration or guarantee whatsoever shall be provided in respect of the suitability or reliability of goods for special purposes, except that Motiveparts guarantees that the goods will not exhibit material or manufacturing defects if they are used and operated under normal circumstances and in accordance with the instructions for use, and on the understanding that in any event, the guarantee period ends six months after the date of delivery. No guarantee is provided on goods which are subject to normal wear and tear. Motiveparts obligations under this guarantee are limited to the repair and replacement of goods on account of these general terms and conditions. Costs and expenses in relation to reviews conducted by Motiveparts on products to establish whether a defect falls under the guarantee shall be reimbursed by the Purchaser if it emerges that said defect does not fall under the guarantee.
6. Motiveparts provides no guarantees in the event that:
   1. the goods have been repaired, or repair attempts have been made, by third parties or the Purchaser;
   2. Motiveparts can demonstrate that the defect did not show up in any tests;
   3. the Purchaser does not immediately provide Motiveparts with detailed written notification of the defect or has not followed the actual instructions from Motiveparts;
   4. goods have been misused by the Purchaser, including, but not limited to, any use which is inconsistent with the manual and/or instructions provided by Motiveparts;
   5. the damage resulted from a cause that Motiveparts cannot reasonably be expected to have noticed and which was caused during transport or installation.
7. With regard to goods provided for use in assembly or repair procedures etc, guarantees shall only be provided for the execution of the assigned work. Motiveparts provides no guarantee for parts it has not manufactured itself other than the guarantee provided to Motiveparts by the suppliers of those goods. The foregoing provisions of this article apply in full to the guarantee.

Compensation

1. Motiveparts shall only be liable for damages resulting from a deliberate act or gross negligence.
2. Motiveparts shall not be obliged to compensate for any damage other than damage to persons or goods.
3. Under no circumstances shall Motiveparts be liable for damages in excess of the value of the goods delivered and/or services provided, or goods still to be delivered pursuant to the order which resulted in the damage.
4. Consequential damage shall not be compensated.
5. Nor shall Motiveparts be liable for any damage in the event that the goods in question have not been paid for by the Purchaser.
6. Motiveparts reserves all legal and contractual defences in relation to its liability to the Purchaser. It does so for the benefit of its subordinates and other parties for whom Motiveparts may be held liable.
7. The Purchaser indemnifies Motiveparts from all claims by third parties in relation to the use of the goods delivered and/or services provided by Motiveparts.
8. This article does not restrict the legal liability of Motiveparts pursuant to mandatory provisions.

Documents, aids and recommendations

1. All documents and resources prepared by Motiveparts shall at all times remain the property of Motiveparts, regardless of whether the client has been charged for the cost of manufacture, and shall be returned immediately to Motiveparts upon first request. Documents shall be understood to include: costing estimates, plans, catalogues, illustrations, drawings, sizes, weight estimates or other quotations. Resources shall be understood to include: models, moulds, stamps, matrices and tools.
2. The Purchaser guarantees that the documents, resources and information provided by Motiveparts as described in the foregoing paragraph shall not be copied or imitated or provided or disclosed to third parties, whether or not for re-use, without prior written permission from Motiveparts. The Purchaser shall cooperate in the conclusion of a confidentiality agreement, submitted by Motiveparts, in respect of the documents, resources and information provided by Motiveparts as described in the previous paragraphs.
3. All recommendations, calculations, notifications and estimates in respect of capacities, results and performance provided by Motiveparts on the products to be supplied or work to be performed by Motiveparts shall only be binding on Motiveparts if they are included in a written order confirmation, the relevant separately concluded written agreement.

Applicable law/competent Court

1. All legal relationships between Motiveparts and the Purchaser are governed exclusively by the law of the Netherlands. Applicability of the Vienna Sales Convention is excluded, unless the parties specifically have agreed otherwise in writing.
2. All disputes shall be put exclusively before the District Court at Dordrecht, insofar as the law does not prescribe otherwise.

Replacement

1. In the event that any provision of these general regulating conditions is considered under any law or by any competent public body to be invalid or impossible to enforce, the fact that it is not valid or enforceable shall not affect the other provisions of these general terms and conditions for delivery and payment. Motiveparts and the Purchaser agree that any invalid or unenforceable provisions shall be replaced by valid or enforceable provisions which strive to convey as far as possible the economic objectives of the invalid or unenforceable provisions.

Dutch language text

1. In the event of a dispute in relation to the interpretation of the Dutch language text of the general terms and conditions of delivery and payment and a translated version thereof, the Dutch language text shall prevail.