User: the private limited company 1-2-ORDER BV, established at Bokkerijder 24, Bergeijk, as well as all of its affiliated companies, if applicable.

Other Party: the party with whom the User enters or will enter into an agreement with and who will be bound by these Terms and Conditions of Purchase as a result.

Agreement: acceptance of the offer by the User, containing the written agreements between it and the Other Party.

These Terms and Conditions of Purchase shall apply to all offers and agreements between the User and the Other Party to which the User has declared these Terms and Conditions to be applicable.

The applicability of any general or other terms and conditions of theOther Party is expressly rejected.

If one or more of the provisions of these General Terms and Conditions is null or void or becomes null or void, the other provisions of these General Terms and Conditions shall remain in full force and effect. The User and the Other Party shall then consult with each other in order to agree on new provisions to replace the nullified or voided provisions, whereby, if possible, the purpose and purport of the original provisions shall be preserved and as much possible.

Deviations from and/or supplements to this section of these Terms and Conditions of Purchase shall only be binding if and insofar as the User has agreed to them in writing.

In the event of any ambiguity in the interpretation of one or more of the provisions of these Terms and Conditions of Purchase, they shall be interpreted in accordance with the spirit of these provisions.

If a situation arises between the parties which is not provided for in these Terms and Conditions of Purchase, then this situation must be assessed 'in the spirit' of these provisions.

Every quotation made by the Other Party is irrevocable, unless otherwise agreed in writing. Every offer or quotation made by the Other Party shall be valid for the period stated therein.

Prices quoted include transport costs, import duties and other charges, but exclude VAT.

The agreement with the user shall only come into effect after a written order confirmation from the User or by an unequivocal acceptance of the offer of the other party.

The User shall only be bound by any obligation if this Agreement has been entered into by an employee authorised by the User, unless the User has notified the User in writing, in advance or otherwise, that an employee is authorised or that the User considers itself otherwise bound.

As far as the content of the Agreement between the parties is concerned, only what is stated in the Order Confirmation and these Terms and Conditions of Purchase pursuant to the Agreement shall be binding.

The User shall at all times be authorised, in consultation with the Other Party, to change the scope and/or quality of the goods to be delivered. Changes shall be agreed upon in writing.

If, in the opinion of the Other Party, a change will have consequences for the agreed fixed price and/or delivery times, it shall be obliged to notify the User in writing as soon as possible, but no later than 8 working days after notification of the desired change, before implementing the change. If the User considers these consequences on the price and/or delivery time to be unreasonable, the parties shall consult on the matter.

In the event of liquidation, bankruptcy, dissolution, actual cessation of business, or suspension of payments on the part of the Other Party, the User may dissolve the Agreement out of court with immediate effect and without giving reasons.

The User shall be entitled to immediately terminate the agreement without judicial intervention if the Other Party fails to fulfil its obligations set out in the Agreement and in these Terms and Conditions of Purchase, unless the Other Party, after having been reminded to do so in writing, still fulfils its obligations within 14 days after this reminder has been sent.

Dissolution shall take place extrajudicially by registered letter or email from one party to the other party.

Prices are exclusive of VAT and include all costs related to the fulfilment of the obligations of the Other Party.

The prices are fixed, unless the User has agreed in the Agreement to circumstances that may lead to a price adjustment and the Agreement also stipulates the manner in which the adjustment will take place.

Prices are in euros (EUR) unless otherwise agreed.

Delivery of the goods shall take place at the place and time agreed in the Agreement and shall be Delivered Duty Paid (Incoterms ICC 2020).

The specified delivery times shall be deemed deadlines and in the event of late delivery the Other Party shall be in default without further notice of default being required.

The Other Party must immediately notify the User in writing of any impending late delivery. Any exceeding of the delivery deadlines does not release the other party from its obligations under the Agreement that has been entered into with the User, these Terms and Conditions of Purchase and the law.

Partial deliveries shall only be permitted with the prior consent of the User and insofar as they are budget neutral for the User.

The Other Party is obliged to provide the User with all documentation relating to the products to be delivered, at least in English, before or at the same time as the delivery.

Upon payment of the goods, the User shall be granted a worldwide, royalty-free licence for an indefinite period of time to use the documentation provided, including the translation and reproduction of the documentation.

Ownership and risk of the goods shall pass to the User after they have been delivered in accordance with the agreed Incoterms.

In the event that the User makes materials, such as raw materials, auxiliary materials, tools, drawings, specifications and software available to the Other Party for the fulfilment of its obligations, these shall remain the property of the User. The Other Party shall mark them as property of the User.

At the time that materials, such as raw materials, auxiliary materials and software of the other party have been processed into goods of the User, this shall constitute a new good, the ownership of which belongs to the User.

The User shall be entitled to inspect goods or have them inspected at any time during their manufacture, processing and storage as well as after their delivery.

Upon first request, the Other Party shall grant the User or its representative access to the place of manufacture, processing or storage. The Other Party shall lend their cooperation to the inspection free of charge.

If, as a result of the actions of the Other Party, an inspection as referred to in this article cannot take place at the intended time, or if an inspection has to be repeated, the costs incurred by the User as a result of this shall be borne by the Other Party.

In the case the goods delivered are rejected, the Other Party shall see to the repair or replacement of the goods delivered within 5 working days. If the Other Party fails to fulfil this obligation within the period stipulated in this article, the User shall be entitled to purchase the required goods from a third party, or to take measures itself or have measures taken by a third party at the expense and risk of the Other Party.

The Other Party guarantees that the goods comply with what has been agreed upon.

The Other Party guarantees that the delivered goods comply with all relevant legal provisions regarding, among other things, quality, environment, safety and health.

If the User finds that the goods delivered do not comply (in whole or in part) with what the Other Party has guaranteed in accordance with the first two paragraphs of this article, the Other Party will be deemed in default by operation of law, unless the Other Party can prove that the defect cannot be attributed to it.

The User has the right to suspend payment if he/she detects a defect in the goods.

If the User fails to pay within the specified period, the User shall not be in default by operation of law and must expressly be given notice of such default in writing.

In the case of a shortcoming attributable to the Other Party in the fulfilment of its obligations (default), it shall be in default without further notice of default being required.

Without prejudice to the right to compensation for damages and other legal rights arising from an attributable shortcoming, the User shall be entitled to demand an immediate penalty of 2% per day from the date of the shortcoming, with a maximum of 10% of the sum of the order where the shortcoming in the fulfilment of the obligation was established.

In the case of shortcomings not attributable to the Other Party (force majeure), the User shall be entitled to dissolve the agreement immediately without additional costs. The Other Party must provide proof of the non-attributable shortcomings.

The Other Party shall indemnify the User against all claims for compensation by third parties for damage resulting from a shortcoming in the delivered products, including but not limited to safety defects such as those relating to product liability, and/or resulting from acts or omissions of the Other Party or its auxiliary persons.

The Other Party shall, for the purpose of indemnification of the aforementioned, take out insurance to cover the risks. The Other Party is obliged to allow inspection of the relevant policy upon first request by the User.

The User is authorised to suspend the fulfilment of the obligations or to dissolve the Agreement if:
a. the Other Party fails to fulfil or fails to fulfil in full its obligations arising from the Agreement
b. after the Agreement has been entered into, the User has good reason to fear that the Other Party will not fulfil its obligations. In the event there are good grounds to fear that the Other Party will only fulfil in part or improperly, suspension shall only be allowed to the extent that the shortcoming justifies it.

Furthermore, the User is authorised to dissolve the agreement (have the Agreement dissolved) if circumstances arise of such a nature that fulfilment of the Agreement becomes impossible or can no longer be demanded on the grounds of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered continuation of the Agreement can no longer reasonably be expected.

If the agreement is dissolved, the claims of the User against the Other Party shall be immediately due and payable within 5 working days, failing which the Other Party shall owe the User the statutory commercial interest and the extrajudicial collection costs. 

If the User suspends the fulfilment of its obligations, it shall retain its claims under the law and the Agreement.

The User always retains the right to claim full compensation for damages.

The parties are obliged to keep confidential all confidential information they receive from each other or from other sources within the scope of their agreement. Information shall be considered confidential if it has been disclosed such by the other party or if it stems from the nature of the information. 

The parties agree to have their staff sign a confidentiality declaration at the first request of the other party.

If, on the grounds of a statutory provision or a judicial decision, the User is obliged to disclose confidential information to third parties designated by law or by the competent court and the User cannot invoke a legal right to refuse to give evidence or such a right acknowledged or permitted by the competent court, the User shall not be obliged to pay damages or compensation and the Other Party shall not be entitled to dissolve the agreement on the grounds of any damage resulting from such action.

Personal data may be exchanged in the execution of the order. Upon receipt of personal data, the other party shall treat such data with due care and comply with the General Data Protection Regulation (GDPR). 

The Other Party shall share personal data with its employees only insofar as this is necessary for the proper handling of the orders issued by the User. 

The Other Party shall never share any personal data of the User with third parties without the express written consent of the User.

Personal data shall not be kept by the other party longer than necessary and shall in any event be kept by the Other Party for the applicable statutory retention period. 

Storage of personal data shall not take place outside the EEA without the consent of the User.

Disputes between the parties, including those considered as such by only one of the parties, shall be resolved as much as possible through proper mutual consultation.

The court in the place where the User has his/her business has exclusive jurisdiction to hear disputes, unless the district court has jurisdiction. 

Dutch law applies to every agreement between the User and the Other Party. The Vienna Convention on Contracts for the International Sale of Goods is expressly precluded. The Vienna Sale of Goods Convention is expressly excluded here.

The General Terms and Conditions (hereafter: GTC) apply to all business relationships between 1-2-ORDER, Bokkerijder 24-26, 5571 MX, registered in the Commercial Register or the KvK under Multifix BV (hereinafter “1-2-ORDER") and its contractual partners. The General Terms and Conditions apply to all deliveries of products and services provided by 1-2-ORDER to its contractual partners and are an integral part of the contracts and contract initiations, even if they are not separately agreed to again.

Contractual partners in the sense of these General Terms and Conditions are both consumers in the sense of Section 6:230g of the Dutch Civil Code (Burgerlijk Wetboek) and/or entrepreneurs in the sense of Section 6:230g of the Dutch Civil Code.

The GTC apply exclusively. All previous statements and verbal agreements, including General Terms and Conditions of other parties, made or agreed upon before a written contract or agreement are null and void, in any case not binding. Deviating from these general terms and conditions is only possible if their validity has been expressly agreed upon to in writing (e.g., e-mail, letter) by 1-2-ORDER.

The contracting party may request an offer from 1-2-ORDER by e-mail, directly on the website 1-2-Order.nl, on the platform 1-2-Order.nl or verbally. 

On the basis of the request, 1-2-ORDER shall submit an offer to the Contracting Party. 1-2-ORDER shall be bound by this offer for ten (10) calendar days. The contracting party is entitled to accept the offer within this period. The date on which 1-2-ORDER receives the contractual partner’s acceptance shall be decisive for compliance with the deadline.

1-2-ORDER is entitled to change the offer pricing if between offer and delivery global market conditions have changed, as so mentioned under sections 3.4 and 3.5 of these GTC.

The manufacturing contract shall be concluded if the Contracting Partner accepts the offer and if 1-2-ORDER confirms such acceptance of the offer with a corresponding order confirmation. Only an unmodified acceptance of this offer by the Contracting Party shall be deemed to be such an acceptance.

The contractual partner’s declaration of acceptance can be made in any form. With acceptance, the unrestricted legal capacity is assured.

A contract shall not be concluded if the contractual partner’s enquiry relates to the manufacture of weapons, weapon parts, or other prohibited products/materials and the contractual partner has not informed 1-2-ORDER of this separately. Should 1-2-ORDER only become aware of this in the course of the production process, the production shall be terminated immediately. In this case, the contractual partner shall not be entitled to delivery of the product and shall be obliged to compensate 1-2-ORDER for all costs incurred. A contract shall not be concluded if the contractual partner’s enquiry relates to the production of safety components within the meaning of the Machinery Directive 2006/42/EC and the contractual partner has not informed 1-2-ORDER of this separately. Should 1-2-ORDER only become aware of this in the course of the production process, production shall be terminated immediately. In this case, the contractual partner shall not be entitled to delivery of the product and shall be obliged to compensate 1-2-ORDER for all costs incurred. The contracting partner assures 1-2-ORDER that he/she is entitled to use the specifications and grants 1-2-ORDER the rights of use necessary for the execution of the order. This includes in particular the production partners. 1-2-ORDER shall be entitled to commission third parties (hereinafter referred to as “production partners") to manufacture the parts ordered by the Customer under a production project. The consent of the Customer shall not be required for this. 1-2-ORDER shall also not be obliged to inform the Customer of this. 1-2-ORDER shall be entitled to modify technical details of the drawings and 3D files submitted by the Contractual Partner, insofar as this is necessary for the manufacture of the desired product. This applies in particular to the modification of work steps.

The Contractual Partner shall own and/or hold the copyrights to orders placed by the Contractual Partner and to the information, drawings, illustrations, calculations, descriptions and other documents made available to 1-2-ORDER. 1-2-ORDER may not make them available to third parties, disclose them, use them itself or have them used by third parties or reproduce them without the express consent of the Contractual Partner. This shall not apply to making them available to experts for the preparation of a quotation or to production partners and to reproduction within this framework.

1-2-ORDER shall not provide the contractual partner with details such as company name, address, country, etc. of the production partners commissioned with the manufacture of the products without a separate agreement.

Unless otherwise stated, the place of performance shall always be 1-2-ORDER’s location in Bokkerijder 24-26, 5571 MX Bergeijk.

Unless otherwise stated in the offer by 1-2-ORDER, separate shipping costs shall be charged for special packaging and shipping to another address.

If the contractual partner is an entrepreneur, the prices shall apply ex-production partner plus freight, duties, customs, insurance premiums, and other third-party costs, unless otherwise stated.

If taxes, duties, freight, insurance premiums or other third-party costs included in the agreed price increase later than four (4) weeks after the conclusion of the contract, 1-2-ORDER is entitled to change the price accordingly.

Delivery shall be made DDP (Delivered Duty Paid) within the EU. If, at the request of the Contracting Party, delivery is made to the delivery address provided by the Contracting Party outside the EU via a carrier and/or forwarding agent, the incoterm shall change to FOB (Free On Board). Price risks will pass to Contracting party upon handover of the products to the forwarding agent or carrier. 1-2-ORDER shall not assume any further liability.

Delivery dates provided by 1-2-ORDER are considered exclusively non-binding information and shall in no case be considered as deadlines (fatal terms) within the meaning of Dutch Law (article 6:83 BW).

The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the products have not been dispatched on time through no fault of 1-2-ORDER.

If, through no fault of 1-2-ORDER, transport by the intended route or to the intended place within the intended time is impossible or substantially impeded, 1-2-ORDER shall be entitled to deliver by another route.

Insofar as 1-2-ORDER, for reasons for which it is responsible, is in default of delivery or a delivery becomes impossible, and this is not due to intent or gross negligence on the part of 1-2-ORDER, liability for damages shall be excluded.

If delays in delivery are due to reasons of force majeure for which 1-2-ORDER is not responsible, the delivery period shall be extended accordingly. This shall also apply if such events have occurred during an existing delay. Force majeure shall include, but is not limited and not exclusive to currency, trade policy and other sovereign measures, strikes, lockdowns, operational disruptions for which 1-2-ORDER is not responsible (e.g., fire, machine or roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance as well as all other circumstances which, without being the fault of 1-2-ORDER, make deliveries significantly more difficult or impossible. It is irrelevant whether these circumstances occur at 1-2-ORDER, a production partner or a supplier. The contractual partner shall be informed immediately.

The product shall be delivered packed, if customary in the trade. Packaging, protective and/or transport aids will be provided by 1-2-ORDER according to its experience and at the expense of the Contractor.

1-2-ORDER is entitled to make partial deliveries to a reasonable extent. Excess and short deliveries of 10% of the agreed quantity are permissible as is customary in the industry.

If the contractual partner does not specify a separate delivery address prior to delivery, the contractual partner’s official registered office shall be understood as the delivery address.

If acceptance has been agreed, it can not be cancelled after the goods have been sent out for delivery. The contractual partner shall bear the personal acceptance costs.

If the acceptance is not carried out, not carried out on time or not carried out completely through no fault of 1-2-ORDER, 1-2-ORDER shall be entitled to dispatch the product without acceptance or to store it at the expense and risk of the contractual partner and to charge the resulting costs to the contractual partner.

Payment shall be made by bank transfer or by other means. The costs of the payment transaction shall be borne by the contracting partner. Unless otherwise agreed, the term of payment shall be fourteen (14) days from delivery to the contracting party. 

In the event of an agreed cash discount, this shall only apply to the invoice value excluding freight and shall require full settlement of all due liabilities of the contractor at the time of the cash discount. 

If 1-2-ORDER becomes aware of circumstances which, according to its due discretion, are likely to reduce the creditworthiness of the Entrepreneur, 1-2-ORDER shall be entitled to refuse outstanding deliveries or to make them only against advance payment or the provision of collateral. In this case, 1-2-ORDER shall also be entitled to declare all outstanding claims from the current business relationship with the Entrepreneur due and payable without delay.

If the payment deadline, as agreed upon or in accordance with article 5.1 of these General Terms and Conditions is exceeded or in the event of default, 1-2-ORDER shall charge interest at a rate of ten (10) percentage points. We reserve the right to claim further damage caused by default. In the case of merchants, 1-2-ORDER’s claim to the commercial due date interest rate within the meaning of Section 6:119 of the Dutch Civil Code (Burgerlijk Wetboek) shall remain unaffected.

1-2-ORDER shall be entitled to set off all claims to which the Entrepreneur is entitled against 1-2-ORDER, irrespective of the legal grounds. This shall also apply if payment in cash has been agreed by one party and payment in bills of exchange or other services on account of performance by the other party. If applicable, these claims shall only relate to the balance. If the claims are due at different times, 1-2-ORDER’s claims shall become due at the latest when 1-2-ORDER’s liability falls due and shall be settled with value date.

1-2-ORDER may cooperate with collection agencies, lawyers, or other third parties to secure the payment of its receivables. Receivables from deliveries to contractual partners may be assigned by 1-2-ORDER to third parties.

All products delivered shall remain the property of 1-2-ORDER until payment has been made in full (“Retained Products").

In the case of entrepreneurs, the following shall apply in addition to clause I. 1: – The delivered product shall remain a Retained Product until all claims, in particular also the respective balance claims, to which 1-2-ORDER is entitled within the scope of the business relationship have been settled (“Balance reservation") and the claims which are unilaterally established by the insolvency administrator by way of choice of performance. This shall also apply to claims arising in the future and conditional claims, e.g., on bills of acceptance, and also if payments are made on specifically designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.

Prior to the transfer of ownership, resale, leasing, pledging, transfer by way of security, processing, other disposal or transformation is not permitted without the express consent of 1-2-ORDER.

The contractual partner’s claims against 1-2-ORDER in the event of defects shall generally be governed by the statutory provisions within the statutory warranty periods, unless deviations result from the following provisions. 

Damage caused by improper measures or measures contrary to the contract on the part of the contractual partner during installation, connection, operation, or storage shall not constitute grounds for claims against 1-2-ORDER.

In the event of a justified notification of defect within the time limit of seven (7) calendar days, 1-2-ORDER may choose to remedy the defect or deliver a defect-free item (supplementary performance). 1-2-ORDER shall be entitled to three (3) attempts at supplementary performance within this framework. Subsequent fulfilment shall then be deemed to have failed. If subsequent performance fails, 1-2-ORDER may withdraw from the contract after which the contract is terminated and invoices are reimbursed. The contracting party shall not be entitled to remedy the defect without the express consent and agreement of 1-2-ORDER, including consent and agreement on the costs of such remedy.

If the contractual partner is an entrepreneur in his capacity as an end customer or entrepreneur and the order is placed for his business enterprise, the following shall apply in deviation from the above:

Material defects of the product shall be notified in writing immediately, at the latest seven (7) calendar days after delivery, by means of a technically confirmed complaint report. Material defects which cannot be discovered within this period even with the most careful inspection shall be notified in writing immediately after discovery, at the latest before expiry of the agreed or statutory limitation period, with immediate cessation of any processing.

After the performance of an agreed acceptance of the product by the contractual partner, the notification of material defects which were detectable during the agreed type of acceptance shall be excluded.

Claims for defects shall become statute-barred one year after receipt of the goods.

Unless otherwise agreed, 1-2-ORDER does not accept any quality claims regarding the fit, applicability, or usability of the manufactured product or products to other items or in other items (e.g., construction or assembly groups). Any quality claims will always be considered at the discretion of each product per se.

In the event of a defect claim, the contractual partner has the obligation to work cooperatively with 1-2-ORDER to remedy the defects (e.g., provide technical information in a timely manner, prepare defective products for collection, etc.).

1-2-ORDER shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, pre-contractual liability, in cases of intent and gross negligence. Insofar as an attributable breach of duty is based on simple negligence and an essential contractual obligation is culpably breached, 1-2-ORDER’s liability for damages shall be limited to the foreseeable damage that typically occurs in comparable cases. Material contractual obligations are those that grant the contracting parties the rights that the contract is intended to grant according to its content and purpose, in particular the obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the end customer regularly relies and may rely.

These limitations shall not apply in the case of mandatory liability, in particular under the Product Liability Act, in the case of damage to life, limb or health.

For end customers who are consumers, the statutory limitation periods shall apply.

1-2-ORDER shall not be liable for any damage caused by delay in delivery of the product, including the additional costs incurred by the contractual partner through replacement production of the same product.

Applicable law / place of jurisdiction
The law of the Netherlands shall apply. The place of jurisdiction shall be Oost-Brabant, insofar as this is legally permissible.

The above restriction does not apply to:

• Information that has already become generally available to the public at the time of disclosure.
• Information that becomes generally available to the public after disclosure, not due to either party's fault.
• Information that either party can prove it already possessed before the time of disclosure and that was not directly or indirectly acquired from the other party.
• Information that either party is obliged to disclose to relevant governmental authorities or stock exchanges as required by law, or that is disclosed to direct legal counsels and financial advisors as needed during the course of business.

Duration of the confidentiality
This confidentiality clause will remain valid and effective regardless of any alteration, cancellation, or termination of this Agreement.