Article 1            Definitions

1.1     In these conditions, "X-pro" shall be understood to mean X-pro BV with office at Rechtzaad 13C,

 4703 RC Roosendaal the Netherlands.
1.2     In these conditions, "purchaser" shall be understood to mean:
the natural person who, or the legal entity which, is connected with the purchase of goods from X-pro, the supply of services or the performance of any other service for X-pro or is negotiating with X-pro to that end.
1.3     In these conditions, "parties" shall be understood to mean X-pro and the purchaser.

Article 2            General

2.1       These general conditions are applicable to and are part of all offers, agreements, sales, deliveries and services and all other legal acts made by X-pro, done verbally, in writing, electronically or any other way. These general terms are also applicable on products and/or services of X-pro fully or partly received from third parties, subject to adjustment, supplied to purchaser.

2.2     These conditions may be presented, inter alia, on (the reverse of) stationery, quotations, pricelists, order confirmations or invoices.

2.3     Special clauses that deviate from these conditions or supplement the same shall only be binding if they are agreed in writing and apply only in each individual case.

2.4     The applicability of general conditions operated by the purchaser shall be expressly rejected.

2.5     In the event that these conditions are also drawn up in a language other than Dutch, the Dutch wording shall always be decisive in disputes.

2.6     In the event that any provision in the agreement and/or these conditions cannot be invoked, for any reason whatsoever, this provision shall be ascribed as much of a corresponding meaning as possible in terms of content and purport in such a way that this provision can be invoked. Any nullity of the agreement and/or these conditions shall not prejudice the validity of the remaining section of the agreement and/or these conditions.

2.7     If, should the case arise, X-pro does not demand the strict observance of these conditions, this shall not be construed to mean that these conditions do not apply or that X-pro forfeits the right to demand the strict observance of these conditions in future cases, whether or not they are similar.

Article 3            Offers

3.1     All offers, quotations, costings and the like made by X-pro, both separately and in price-lists, verbally, in writing, by telephone, facsimile or in any other way, shall be completely non-binding and are due to eventual price changes.

3.2     All information and/or specifications with respect to colours, sizes, numbers, weights, content, finish and the like provided in an offer and the like shall always be approximations and only binding on X-pro if the same is expressly confirmed in writing.

3.3     The provisions contained in sub-clause 2 shall also apply to displayed or supplied samples, models or examples. The quality of the items to be supplied may deviate from the sample, model or example, unless X-pro expressly informs the purchaser beforehand in writing that the delivery shall be made in exact accordance with the sample, model or example.

3.4     If an offer and the like made by X-pro is not followed by a written order within 14 days, the offer shall lapse and X-pro may demand that the quotation be returned postage-paid together with all calculations and the like associated therewith within eight days.

Article 4            Agreements

4.1     An agreement between the parties shall come into being at the moment X-pro confirms a purchaser's order in writing, also per e-mail, or at the moment X-pro starts to carry out the order.

4.2     Any supplementary agreements or amendments made subsequently shall be binding on X-pro only if it has confirmed these in writing.

4.3     Agreements with subordinate members of staff or representatives or any other intermediaries of X-pro shall not be binding on X-pro in so far as such agreements are not confirmed in writing by the management of X-pro.

4.4     The order confirmation shall be presumed to reflect the agreement accurately and completely, unless otherwise indicated by facsimile on demand.

4.5     X-pro shall be authorised to make changes to colours, sizes and the like within reasonable limits if, in X-pro's opinion, that is justified for technical reasons.

4.6     If X-pro concludes an agreement with two or more persons or legal entities, each of these persons or legal entities shall be jointly and severally liable in respect of the fulfilment of the undertakings arising for them under this agreement.

4.7     X-pro shall reserve the right to call on the services of third parties when performing the agreement concluded with the purchaser.

Article 5            Intellectual and industrial property

5.1     Unless otherwise agreed in writing, X-pro shall retain the copyrights and all other intellectual or industrial property rights with respect to the designs, drawings, sketches, samples, calculations, specimens, models, software and quotations provided by her. Such items shall remain X-pro's property and may not be copied, shown to third parties or used in any other way without its express agreement, regardless of whether the purchaser bears the costs thereof. The purchaser shall be obliged to return such items to X-pro at its first request.

5.2     In the event of the provisions contained in this article being breached, the purchaser shall be liable to pay a fine of € 5000,- for each breach or € 500,- for each day the breach continues, including part thereof, without prejudice to the other rights that X-pro may enforce.

5.3     Purchaser is allowed, for the promotional purposes of X-pro products, to use the present or future trademarks and logo’s, trading names, slogans from X-pro. The use is permitted in different ways like leaflets, on websites or advertisements. The above meant “right to use” is not exclusive and is valid from the first delivery or the goods until the moment the purchaser, for what ever reason, no longer is supplied by X-pro or purchases X-pro products.

5.4     Purchaser has to follow all instructions from X-pro strictly related to 5.3. Purchaser is not allowed to make  changes to the trademark, logo’s, names etc

5.5     X-pro is entitled to forbid the use of the right stated is this article. X-pro will do this in writing. Purchaser has to stop the use within the term set and keep the use stopped. In the event of the provisions contained in this article being breached, the purchaser shall be liable to pay a fine of € 5000,- for each breach or € 500,- for each day the breach continues, including part thereof, without prejudice to the other rights that X-pro may enforce.

Article 6            Prices

6.1     The agreed prices shall be based on cost-determining factors at the time of the offer.

6.2     The purchaser shall bear the costs of supplements and/or amendments to the order or agreement.

6.3     The prices are in Euro (€). They shall apply for delivery from the factory/storehouse/warehouse and be exclusive of VAT.

6.4     Any transport costs and insurance charges shall not be included in the price, unless otherwise agreed in writing.

Article 7            Payment

7.1     Cash payment shall apply to each agreement. Contrary payment agreements shall apply only if agreed in writing (by the management)

7.2     Setoff or postponement of the purchase price to be paid by the purchaser shall not be permitted.

7.3     All payments shall be made at the office of X-pro or to a bank or giro account to be designated by X-pro.

7.4     Payments shall be made in the currency in which the prices agreed by X-pro are expressed in writing.

7.5     Payments made by the purchaser shall always extend first to settlement of the default interest owed and (extra)judicial costs and then be applied in reduction of the oldest outstanding debt, even if the purchaser has already communicated that the payment relates to a subsequent debt.

7.6     The purchaser shall be in default as a result of the advised credit term expiring, without any default notice being required to this effect. If X-pro has reason to doubt the full observance of the purchaser's obligations, debts owed to X-pro shall be forthwith due and payable, irrespective of any agreed credit terms.

7.7     While in default, the purchaser shall be liable to pay default interest of 1.5% per month or part thereof with respect to the outstanding debts. At the end of each year, the amount on which the default interest is calculated shall be increased by the interest due for that year.

7.8     In the event of extrajudicial collection, the purchaser shall be liable to pay the collection costs actually incurred by X-pro, in addition to the principal sum and the default interest.

          The extrajudicial collection costs shall not be less than:

7.9       If the purchaser is in default with any payment, X-pro may suspend her services, whereas it may terminate the agreement without judicial intervention.

7.10   In this last case, the purchaser shall be obliged to pay X-pro 25% of the due dates which have not yet fallen due and/or amounts not yet due as compensation for the sales costs and loss of profit incurred. The purchaser shall also be obliged to reimburse all other costs incurred by X-pro in preparation for the services to be supplied by her, plus any other loss suffered by X-pro.

Article 8            Deposit and security

8.1     On entering into the agreement, X-pro may demand a deposit (advance payment) prior to or during execution of the order. Before delivering or continuing with the delivery or performance of the agreement, X-pro may always demand that the purchaser provide adequate security with respect to the fulfilment of its payment obligations. The purchaser undertakes to provide the demanded security within eight days. Expiry of this deadline shall put the purchaser in default, without any default notice being required to this effect.

Article 9            Retention of title

9.1     X-pro shall retain title to all items it delivers to the purchaser until the purchase price for all such items, including any future items, is paid in full. If X-pro carries out activities for the account and at the risk of the purchaser under these sales agreements, the retention of title shall apply until the purchaser has also paid these debts owed to X-pro in full. Retention of title shall also apply to the debts that the purchaser may owe X-pro with respect to the purchaser's failure to perform one or more of its other obligations towards X-pro.

          So long as the title to the delivered items is not transferred to the purchaser, the purchaser may not pledge the items or grant any other right thereon to a third party, subject to the provisions of Article 9.3.

          Delivered items, which are transferred to the purchaser's ownership as a result of payment and still remain in X-pro's care, shall be held in pledge by X-pro as additional security for debts which the purchaser may still owe X-pro for whatever reason.

9.2     The purchaser shall take due care of the items delivered under retention of title and always keep it as recognisable property of X-pro. The purchaser shall insure the items against all usual risks for the duration of the retained title. All claims made by the purchaser to the insurers of the items by reason of said insurances shall, as soon as X-pro expresses the wish, be pledged by the purchaser to X-pro in the manner indicated in Article 3:239 of the Netherlands Civil Code, as additional security for the purchaser's debts to X-pro . If the purchaser fails to perform its payment obligations towards X-pro  or gives X-pro  good reason to fear that it will fail to perform its obligations, X-pro  may take back or have returned the items delivered under retention of title at any time. Following return of the items, the purchaser shall be credited with the market value, which under no circumstances may be greater than the original purchase price, less the costs incurred for the return.

9.3     The purchaser shall be permitted to sell and to transfer to third parties the items delivered under retention of title or retained in pledge in accordance with the usual exercise of its business. In the event of a credit sale, the purchaser shall be obliged to stipulate a retention of title from its customers in line with the provisions contained in this article.

          The purchaser undertakes not to assign to third parties or pledge debts owed by its customers, without prior written agreement from X-pro. The purchaser also undertakes to pledge the debts in question to X-pro, as soon as X-pro expresses the wish in this connection, in the manner indicated in Article 3:239 of the Netherlands Civil Code as additional security, in case a cession, for the purchaser's indebtedness for whatever reason. Purchaser has to inform the insurer of this session. Payments made by the insurer will have to be paid directly to X-pro and will be deducted from the amount the purchaser has to pay.

          -             15%      for the first                           €      500,- (with a minimum of € 125,-)
          -             10%      up to                                       €   6.500,-
          -               8%      up to                                       € 16.250,-
          -               5%      up to                                       € 65.000,-
          -               8%      up to                                       € 16.250,-
          -               5%      up to                                       € 65.000,-
          -               5%      up to                                       € 65.000,-
          -               3%      in excess of                           € 65.000,-
          of the outstanding principal sum with a minimum of € 75,- excluding VAT.
 Article 10          Right of retention and pledge

10.1   X-pro  may hold on to items, documents and monies for another party for the account and at the risk of the purchaser until such time that the purchaser has fulfilled all its obligations towards X-pro .

10.2   All items, documents and monies which X-pro  has in its possession or shall receive for whatever reason, shall be held as security against all its existing or future debts from the purchaser.

10.3   X-pro  may also exercise the rights granted to it in (1) and (2) with respect to the purchaser's outstanding indebtedness in connection with earlier agreements and/or deliveries.

10.4   In the case of non-payment of the debt, the pledge shall be sold in the manner stipulated by law or – if an agreement has been reached in this respect – privately.

Article 11          Delivery and delivery period

11.1   The delivery periods specified by X-pro  shall be duly based on the circumstances prevailing at the time the agreement was concluded and are effective from the moment X-pro has all necessary data received in full to execute the order. X-pro is not responsible for mistakes in information received from the purchaser.

11.2   As a result of the nature of its business and its products, X-pro shall to a considerable extent depend on the services provided by third parties (such as suppliers, carriers, customs authorities and other bodies), so that X-pro  cannot guarantee that placed orders shall be delivered in full and on time.

11.3   The delivery periods specified by X-pro  shall always be an approximation and not absolute deadlines.

          Overshooting these delivery periods shall not entitle the purchaser to terminate the agreement, unless X-pro  is in default for more than 60 days, having been notified of the default. Compensation shall never be payable by X-pro .

11.4   Items sold by X-pro shall be delivered from the factory/warehouse/ storehouse in which the same are located on entering into the agreement.

          The risk shall pass to the purchaser the moment the items have left the company or storage area or, if earlier, the moment the items are put aside for the purchaser and a report is made or sent to the effect that the purchased items are ready for delivery. The transport risk shall be borne by the purchaser.

11.5   X-pro is entitled to full fill her obligations in several parts.

11.6   The purchaser's right to delivery arising from an agreement shall not be transferable without X-pro's written agreement.

11.7   The purchaser shall be obliged to collect the purchased items within 48 hours of being notified in writing that such items are available.

          Following expiry of this period, X-pro may, without prejudice to its authority to demand performance, cancel the order, in which case the purchaser shall pay X-pro 25% of the agreed sale price as compensation for the sales costs and loss of profit incurred, unless X-pro demands payment for the actual loss.

Article 12          Resale

12.1   The purchaser shall only sell the products purchased from X-pro under this agreement exclusively in the original X-pro packaging in undamaged and unaltered condition.

12.2   The purchaser may not use or allow products supplied by X-pro to be used as an incentive to sell other products without X-pro's prior express agreement in writing.

12.3   In the event of the provisions contained in this article being breached, the purchaser shall be liable to pay a fine of € 5000,- in respect of each breach, and € 500,- for each day the breach continues, including part thereof, without prejudice to the other rights that X-pro may enforce.

Article 13          Publicity material

13.1   Publicity material that X-pro provides to the purchaser, whether or not for the benefit of supporting the sale of products, shall remain X-pro's property.

13.2   The purchaser shall be required to return the publicity material to X-pro at its first request, postage-paid and at the purchaser's risk, in undamaged and unaltered condition.

Article 14          Packaging

14.1   Packaging shall be charged by X-pro at cost price and not be taken back, unless prescribed by law.

14.2   Any "loan packaging" shall be required to be cleaned and returned by the purchaser to X-pro again in undamaged condition within 14 days following the date of delivery. If the purchaser defaults hereon, it shall then be liable to pay X-pro the costs of cleaning, repairing or replacing the loan packaging.

Article 15          Complaints

15.1   The purchaser shall be required to check the delivered items immediately following delivery for any deviations from what was agreed. Any complaints must be lodged, stating the precise facts to which these complaints relate, with X-pro in writing and be received by X-pro within eight days following the date of delivery, failing which, the purchaser shall be presumed to have accepted the items delivered or services rendered on an irrevocable and unconditional basis. Any legal proceedings must be instituted not later than one year following the timely complaint on penalty of extinction.

15.2   Each right of complaint shall become extinct if and as soon as the purchaser opens, processes or alters the delivered items or mixes them with other items.

15.3   A complaint shall be disallowed in respect of slight deviations in quality, size, weight, colour, quantity and the like, which are usual in the trade and the industry.

15.4   X-pro shall only be obliged to take due note of lodged complaints, if the purchaser has fulfilled all its contractual obligations towards X-pro for whatever reason. The purchaser shall not be entitled to suspend its obligations in connection with a complaint lodged by it.

15.5   If, considering the above, the complaint lodged by the purchaser is on the judgement of X-pro well-founded, X-pro shall, following consultation with the purchaser, arrange for a product of the same type to be redelivered within a reasonable period, the introduction of the necessary improvements or the application of a reasonable price reduction. Full or partial termination of the agreement by the purchaser shall only be possible with X-pro's cooperation