Table of Contents

GENERAL CONSUMER TERMS AND CONDITIONS DE TESTER BV (04-03-2021)

01 – Definitions
02 – General
03 – Conclusion of the agreement
04 – Prices and rates
05 – Delivery time and terms
06 – Force majeure
07 – Delivery, transport, risk
08 – Decrease
09 – Right of withdrawal and cooling-off period
10 – Complaints
11 – Warranty and consumer claims
12 – Liability and confusion
13 – Safety Precautions and Recall
14 – Intellectual Property
15 – Billing and Payment
16 – Retention of title
17 – Attributable shortcomings and dissolution of the agreement
18 Applicable law and competent court
Annex I – information regarding the right of withdrawal
Annex II – Model withdrawal form

GENERAL TERMS AND CONDITIONS FOR CONSUMERS DE TESTER BV 1. Definitions

1. Definitions

Consumer: the natural person who is not acting in the course of a profession or business and who purchases certain Products from De Tester;

De Tester: De Tester B.V., with its registered office and principal place of business in (1016 BR) Amsterdam, at Herengracht 178, registered in the trade register of the Chamber of Commerce under number 83040153;

offer: Any offer made by De Tester to supply Products;

Force of the majority: a situation as referred to in Article 6 of these terms and conditions;

Product(en): the products and/or services to be delivered by De Tester to the Consumer,  including product documentation, instructions for use and packaging;

Website: The website of De Tester, https://www.de-soa-tester.nl, https://www.de-medische-tester.nl, https://www.de-medische-tester.be and https://www.the-tester.com          

2. General

1. These general conditions are exclusively applicable to any Offer and all agreements whereby De Tester delivers products to Consumer.
2. Under the term “written” with respect to communication between De Tester and Consumer also includes electronic communication.
3. De Tester is entitled to to engage third parties for the execution of the agreement.
4. Without prior consent of De Tester, Consumer cannot assign any rights or obligations under the agreement concluded between the parties to a third party. third party. This clause has a property law effect.

3. Formation of the Agreement.

1. These general terms and conditions apply to every offer from the entrepreneur and any agreement reached a distance between entrepreneur and consumer.
2. Before the remote agreement is concluded, the text of these general conditions will be made available to the consumer. If this is not reasonably possible, the entrepreneur will indicate, before the remote agreement is concluded, how the general conditions can be viewed by the entrepreneur and that they will be sent free of charge as soon as possible at the consumer’s request.
3. If the distance contract is concluded electronically, then, contrary to the previous paragraph, and before the distance contract is concluded, the text of these general conditions may be made available to the consumer by electronic means in such a way that the consumer can easily store them on a durable data carrier. If this is not reasonably possible before the distance contract is concluded, it will be indicated where the general conditions can be viewed electronically and that, at the consumer’s request, they will be sent electronically or otherwise free of charge.
4. In the event that specific product or service conditions apply in addition to these general conditions, the second and third paragraphs shall apply by analogy and the consumer may always invoke the applicable provision that is most favorable to him in the event of contradictory conditions.

4. Prices and Rates

1. All prices and rates are in EURO excluding VAT and excluding shipping costs, unless explicitly agreed otherwise. The shipping costs will be made known prior to the final order.
2. When prices and/or rates of price-determining factors, such as, for example, wages, materials, currency differences, transportation costs, import duties or insurance rates, undergo an increase, for whatever reason, De Tester is entitled to change the agreed price accordingly at any time.

5. Delivery time and deadlines

1. When ordering through the Website, items are available from stock, unless otherwise indicated. De Tester will do her utmost to ship an order placed on a workday before 12:00h on the same day. For orders placed between Friday afternoon 12:00h and Monday afternoon 12:00h De Tester will do her utmost to ship the order on Monday.
2. If a Product is (temporarily) sold out, Consumer will be informed about this as soon as possible and Consumer will be offered the possibility to wait until the Product is available again. If Consumer does not respond or does not want to wait, the agreement will be dissolved by De Tester and any purchase price already paid will be refunded to Consumer within thirty days.
3. Delivery periods and other deadlines shall commence on the first working day after the conclusion of the agreement and shall be based on the information and prevailing circumstances known at the time of the conclusion of the agreement.
4. Stated or agreed delivery dates and other deadlines are approximate and shall never be regarded as a deadline.
5. Delivery dates and other deadlines are extended for the time that the performance of the agreement is delayed by Force Majeure, circumstances other than those known to De Tester, failure to pay or suspension by De Tester of its obligations.

6. Force Majeure

1. When De Tester is prevented to (further) execute the agreement due to Force Majeure of a permanent or temporary nature, regardless whether the Force Majeure situation was foreseeable, De Tester is entitled to postpone the (further) execution of the agreement partially or entirely, or, at the discretion of De Tester, to dissolve the agreement partially or entirely, by written notice and without judicial intervention. Any dissolution does not affect De Tester’s right to payment from Consumer for services already rendered by De Tester and De Tester is never obligated to pay damages in that situation.
2. Tester will notify Consumer of the Force Majeure situation as soon as possible. In case of suspension as referred to in Article 6.1, De Tester will still be entitled to dissolve the agreement in whole or in part at a later moment.
3. Force Majeure includes all circumstances which temporarily or permanently prevent De Tester from fulfilling her obligations, such as fire, frost, strike or lock-out, riots, war, government measures, default of suppliers, electricity disruptions, computer, telephone and internet disruptions, theft or embezzlement of stock and further all circumstances where De Tester cannot reasonably be expected to fulfil her obligations towards Consumer (further). Force Majeure of De Tester’s suppliers is also considered Force Majeure of De Tester.
4. If the Force Majeure on the part of De Tester lasts longer than thirty days, Consumer is authorized to rescind the agreement for the non-performing part by a written statement.

7. Delivery, transport, risk

1. Delivery takes place at the address in The Netherlands indicated by the Consumer. The Products are at the expense and risk of De Tester until the moment of delivery of the Products to the Consumer.
2. De Tester shall send the following information to Consumer no later than upon delivery of the Products:
   • • Visiting address of De Tester;
     • Method by which Consumer may file complaints;
     • The manner and conditions under which the right of withdrawal may be exercised (see below, Article 9);
     • The model withdrawal form.

8. Decrease

1. Consumer is obliged to cooperate with the delivery, as well as to take delivery of the Products.
2. If Consumer fails to take delivery of the Products, De Tester reserves the right to pass on to Consumer any associated costs (including storage and transportation costs).
3. Acceptance shall be deemed to have been refused if the Products ordered have been offered for delivery, but delivery has proved impossible. Providing an incorrect or incomplete address shall be at the expense and risk of the Consumer. The day on which acceptance is refused shall be deemed to be the day of delivery.

9. Right of withdrawal and cooling-off period

1. Consumer may, during a reflection period of fourteen days, dissolve the contract relating to the purchase of the Products without giving reasons.
2. Consumer has to return the model form to De Tester within the consideration period or make clear in another unambiguous way that he wants to dissolve the purchase agreement. After receiving the model form or the unambiguous notification, De Tester will confirm the dissolution of the agreement.
3. The aforementioned cooling-off period shall commence on the day after the Consumer has received the Products. If Consumer has previously designated a third party, not being the carrier, as recipient, receipt by this third party shall be decisive.
4. If Consumer has ordered multiple Products that are delivered in multiple deliveries, the cooling-off period will only commence once Consumer has received the last delivery or, if applicable, the last delivery has been received by a third party designated in advance by Consumer other than the carrier.
5. Consumer is obliged to handle the product and packaging with care during the cooling-off period. He shall only unpack or use the Products to the extent necessary to determine the nature, characteristics and operation of the product, as he would do in a store. If Consumer unpack or use the Products beyond what is permitted or damages the Products or packaging, Consumer shall be liable for any reduction in value of the Products.
6. If the Products consist of hygiene products, due to hygiene regulations it is not allowed to remove these Products from their sealed packaging. Any hygiene products unpacked and returned to De Tester will be destroyed and will not be credited.
7. Consumer must return the Products with all accessories and in the original packaging, together with a copy of the invoice, to De Tester as soon as possible, but no later than within fourteen days after he has indicated to dissolve the agreement. Decisive is whether the Consumer has actually offered the shipment to / given it to a parcel delivery company within the consideration period. De Tester reserves the right to give concrete instructions for returning the Products.
8. The costs of returning the Products shall be borne by the Consumer. This is also stated in the Offer, on the Website and in the confirmation of the order. The Consumer must ensure that the package is adequately franked.
9. Upon receipt by De Tester of the returned Products, De Tester will, within a period of fourteen days, refund to Consumer the full purchase price, including the shipping costs of a standard shipment. Reimbursement will be made in the same currency and by the same means of payment.
10. If Consumer does not comply with the conditions set out in this article, there can be no rescission of the contract and the purchase price will not be refunded.

10. Complaints

1. The consumer can no longer appeal to a defect in the performance if he has not complained about it in writing within a reasonable time after he discovered or reasonably should have discovered the defect.
2. The complaint must include all relevant information to properly investigate the complaint, such as date of delivery, address where the Products were delivered, a detailed description and motivation of the complaint and any relevant images. Consumer is also required to keep a defective part and return it to De Tester upon first request.

11. Warranty and claims of Consumer

1. The entrepreneur will take the utmost care in receiving and carrying out orders for products and in assessing applications for the provision of services.
2. The place of delivery is the address that the consumer has made known to the company.
3. Subject to what is stated in Article 4 of these General Conditions, the company will execute accepted orders expeditiously but not later than 30 days unless a longer delivery period has been agreed. If the delivery has been delayed, or if an order cannot be filled or can be filled only partially, the consumer will be informed about this within 30 days after he has placed the order. The consumer in that case has the right to terminate the contract without penalty and the right to any compensation.
4. In case of dissolution in accordance with the previous paragraph, the entrepreneur will refund the amount paid by the consumer as soon as possible, but at the latest within 30 days after dissolution.
5. If delivery of an ordered product proves impossible, the entrepreneur will endeavor to provide a replacement item. At the latest upon delivery, it will be clearly and comprehensibly reported that a replacement article is being delivered. The cost of any return shipment will be borne by the entrepreneur.
6. The risk of damage and / or loss of products rests with the entrepreneur until the time of delivery to the consumer or a pre-designated and the entrepreneur announced representative, unless otherwise expressly agreed.
   1. Subject to what is stated elsewhere in these terms and conditions and with the exception of products for which a shorter shelf life applies, De Tester guarantees the soundness of the Products delivered by her for three months after delivery. This means that De Tester guarantees that the Products meet the technical specifications as stated in the agreement or Offer.
   2. De Tester does not guarantee in any way that the Products it sells are suitable for the purpose Consumer has with the Products. It is up to Consumer to investigate, prior to entering into the agreement, whether the Products to be purchased are suitable for Consumer’s intended purpose and use.
   3. If the performance has not been carried out satisfactorily, a choice will be made in consultation with Consumer between resending the Products, completing the delivery or crediting for a proportionate part of the purchase price.
   4. If the choice is made to perform again, then De Tester will determine the manner and time of delivery. Consumer shall return defective Products to De Tester at De Tester’s expense upon first request and in accordance with De Tester’s instructions.
   5. In the event of a warranty claim, the Consumer shall remain obliged to purchase and pay for any other Products ordered. A (justified) warranty claim does not give a right to termination.
   6. In any case, the warranty obligation of De Tester included in this article does not apply when:
      • a defect results from the fact that De Tester has received incomplete or incorrect information with regard to the execution of the relevant agreement;
      • the defect results from the fact that Consumer uses the Products in a manner other than in accordance with the agreed or customary use of the Products;
      • changes or repairs have been made to the Products without the prior written consent of De Tester;
      • the delivered Products are affected by external causes;
      • The Consumer does not meet or has not met any obligations to De Tester arising from the underlying agreement, properly or on time.
   7. Transportation costs for redelivery of the Products will be at the expense and risk of De Tester.
   8. For items that De Tester obtains from third parties, its obligations towards Consumer are never greater, nor of longer duration, than the (guarantee) obligations of those third parties towards De Tester.

12. Liability and indemnification

1. Any claim for damages against De Tester, except a claim acknowledged by De Tester, lapses one year after the day when Consumer became aware of the damage and the liability of De Tester.
2. Consumer indemnifies De Tester for any liability and for all costs and damages incurred by De Tester and third parties in connection with the use of the Products in a manner other than in accordance with the agreed or customary use of the Products.
3. In no event shall De Tester be liable for any damages when and to the extent that they result from De Tester’s failure to comply with instructions/instructions or the failure of Consumer or third parties to comply with use, control and/or maintenance requirements of Products.

13. Safety measures and recall

1. Consumer is obliged to cooperate promptly with (measures related to) a safety warning, safety checks and replacement of the Products for safety reasons.
2. Consumer is also required to cooperate promptly with any recall of Products initiated by De Tester.
3. Any damages or costs of Consumer in connection with the provisions of this article will be compensated up to the amount of the invoice value of the Products originally delivered and/or retrieved, as charged by De Tester. Loss of turnover and profit of Consumer will not be compensated.

14. Intellectual Property

1. Consumer is not allowed to copy, store, publish, reproduce or otherwise use text and/or image material from the Website without the express permission of De Tester.
2. Consumer is not allowed to remove or change any indication of (quality) marks, such as CE marking, trade names, patents or other rights from Products delivered by De Tester.
3. Consumer shall not remove (in whole or in part) or make invisible or illegible any identifying marks affixed to the Products.

15. Billing and payment

1. In case of an order via the Website, the purchase price must be paid in advance via one of the payment options on the Website.
2. If payment in advance is chosen, the agreement is concluded under the resolutive condition of payment. This means the order will only be shipped after payment has been received by De Tester. If payment is not received, the Consumer will receive a reminder. If payment is still not received, De Tester is entitled to dissolve the agreement immediately. When paying by bank transfer, the consumer should clearly mention the order number in the payment and take into account the processing time of the banks.
3. In all other cases, Consumer must have paid the total amount stated on the invoice, including VAT, within 14 days of the invoice date at the latest.
4. Payment is to be made net to De Tester’s designated bank account. The value day indicated on De Tester’s bank statements is considered the day of payment.
5. If Consumer has not paid the full amount due within the agreed payment term, and Consumer has been reminded by De Tester with observance of a payment term of fourteen days, Consumer is legally in default. From the day the Consumer is in default until the day of full payment, the Consumer is obliged to pay statutory interest as referred to in article 6:119 Dutch Civil Code. In addition, the Consumer must pay extrajudicial collection costs in accordance with the graduated scale of the decision pertaining to the Dutch Extrajudicial Collection Costs Act (Wet normering buitengerechtelijke incassokosten).
6. De Tester is entitled to invoice agreements that are executed in parts, per partial delivery.
7. Incoming payments shall always first serve to settle judicial and extrajudicial costs, penalties and interest, and shall then serve to settle the oldest outstanding accounts with De Tester, regardless of any other designation by Consumer.

16. Retention of title

1. The Products delivered by De Tester remain its property until Consumer has fulfilled all its obligations under the agreement, including claims for failure to fulfill an agreement (such as interest, costs and penalties), all this as meant in Article 3:92 of the Dutch Civil Code.
2. Consumer is obligated to exercise due care with regard to all Products on which De Tester’s retention of title rests, to provide De Tester with access to those items and to immediately inform De Tester in writing of any third party action, which is or may be related to the delivered Products in a way that is detrimental to De Tester.
3. De Tester has the right to take back (or have taken back) Products delivered to Consumer that have remained property of De Tester, when Consumer does not fulfill his obligations or De Tester has reason to believe that Consumer will not fulfill his payment obligations. The Consumer is obligated to make taking back possible. The costs associated with taking back the product are borne by the Consumer. When taking back the Products, the Consumer will be credited on the basis of the invoice value, or, in case of damage to the Products, on the basis of the fair market value.
4. Consumer is obligated to draw the attention of third parties (such as trustees and garnishers who claim any right with regard to the Products on which De Tester has a retention of title) to De Tester’s retention of title. Consumer shall immediately inform De Tester in the aforementioned case in writing by letter and by e-mail.

17. Attributable failure and dissolution of the agreement by the Tester

1. Consumer shall be deemed to be in default by operation of law and Consumer’s (remaining) debt to De Tester shall be immediately due and payable when:

1. • • Consumer files for its own bankruptcy, is declared bankrupt, applies for a moratorium or applies to be admitted to the Natural Persons Debt Rescheduling Act; or
     • Consumer dies; or
     • Consumer does not or not completely fulfill any obligations towards De Tester by virtue of law or contractual conditions; or
     • Consumer fails to pay an invoice amount due to De Tester within the fourteen-day period set forth in the reminder; or
     • all or part of the Consumer’s assets are seized; or
     • a situation similar to a through e occurs under the law of the country of residence of the Consumer,
2. In the situations mentioned in article 17.1, De Tester is entitled to suspend her obligations or to dissolve the agreement, completely or partially, immediately and without judicial intervention, all this without prejudice to De Tester’s other rights, such as rights regarding already expired fines, interest and the right to compensation.
3. De Tester shall not be liable to pay any compensation to Consumer in the event of termination of the Agreement in accordance with the provisions of this Article.
4. Upon termination of the Agreement, provisions which by their nature are intended to continue shall remain in effect.
5. In case of dissolution, De Tester is entitled to take back the Products, free from all rights of the Consumer. In such case, De Tester and its authorized representative(s) are entitled to enter the premises/premises of Consumer in order to take possession of the Products. Consumer is obligated to cooperate and take the necessary measures to enable De Tester to enforce its rights.

18. Applicable law and competent court

1. Any agreement concluded between the parties shall be governed by Dutch law.
2. The Vienna Sales Convention does not apply.
3. Any disputes in connection with or arising from an agreement will be submitted in the first instance to the judge who is competent under Dutch law to take cognizance of the dispute.

Annex I – Information regarding the right of withdrawal

Information regarding revocation.

You can dissolve the agreement without giving any reason during a fourteen days consideration period, counting from the receipt of the Products, by returning the model form to De Tester within this period or by giving notice in another unambiguous way that you wish to dissolve the purchase agreement. After receiving the model form or the unambiguous notification, De Tester will confirm the dissolution of the agreement.

You are obliged to handle the Product and its packaging with care during the cooling-off period. You may only unpack or use the Products to the extent necessary to determine the nature, characteristics and operation of the product, as you would in a store. If you unpack or use the Products beyond what is permitted or damage the Products or packaging, you will be liable for any reduction in value of the Products. If the Products consist of hygiene products, it is not permitted to remove these Products from their sealed packaging due to hygiene regulations.

You must return the Products with all accessories and in their original packaging together with a copy of the invoice to De Tester as soon as possible, but within 14 days at the latest, after you have indicated to dissolve the agreement. The costs for returning the Products are for your account as a consumer. You are responsible for sufficient postage of the package.

After De Tester has received the returned Products, De Tester will refund the full purchase price, including the shipping costs of a standard shipment, within fourteen days. Refunds will be made in the same currency and by the same means of payment.

If you do not comply with the conditions set out in this article, there can be no dissolution of the agreement and the purchase price will not be refunded.

Complaints about the delivered Products and other correspondence can be addressed to info@the-tester.com.

Company details:

De Tester B.V.

Herengracht 178,

1016 BR Amsterdam

Appendix II – Model form

Model withdrawal form

(complete this form and return it by e-mail only if you wish to withdraw from the contract)

To:    De Tester B.V.

•             Herengracht 178, 1016 BR Amsterdam
              info@the-tester.com

• I hereby inform you, that I am revoking our agreement regarding the sale and delivery of the following Products: ____________________________________________________________________________

            ____________________________________________________________________________

• Ordered on __________ [date of order] and received on __________ [date of order for services or receipt for Products].

• Consumer Name:

• Adres Consument:

• Signature (if completed on paper):
  

GENERAL TERMS AND CONDITIONS FOR CUSTOMERS De Tester BV

1. Definitions

Customer:       the natural person or legal entity acting as a company, registered in the trade register and purchasing Products and/or services from De Tester;

The Tester:          De Tester B.V., having its registered office and principal place of business in (1016 BR) Amsterdam, at Herengracht 178, registered in the Commercial Register of the Chamber of Commerce under number 83040153;

Quotation:       any offer made by De Tester to perform services or supply Products;

Force majeure: a situation as referred to in article 6 of these terms and conditions;

Product(s):      the products and/or services to be supplied by De Tester to the Customer, including product documentation, instructions for use and packaging;

Website:          the website of De Tester is https://www.the-tester.com.

2. General

1. These general terms and conditions apply exclusively to all agreements and Quotations under the terms of which De Tester provides services or Products to the Customer. The applicability of other general terms and conditions, of the Customer or of third parties, is excluded.
2. De Tester is entitled to engage third parties for the execution of the agreement.
3. Deviating terms and conditions and amendments and supplements to any provision of the contract are only valid if laid down in writing and signed by both parties.
4. The term “in writing” with respect to communications between De Tester and the Customer is also understood to mean electronic communications. De Tester’s electronic system is deemed to be the only proof of the contents and time of receipt and dispatch of the electronic communication concerned.
5. Without prior permission, the Customer is not permitted to use the name of De Tester in any advertisement or publication or to create the impression that there is a collaboration between the Customer and De Tester, or that the parties are affiliated with each other.
6. When interpreting the meaning of the general terms and conditions, the Dutch version is authoritative.
7. Without De Tester’s prior consent, the Customer may not transfer any rights or obligations under the contract concluded between the parties to a third party. This clause has effect under property law.
8. No advice provided shall relieve the Customer of its obligation to examine the Products (in each case) for their suitability for the Customer’s intended purposes. The actual application and use of the Products are entirely at the expense and risk of the Customer.
9. If any provision of these general terms and conditions or the agreement is, for any reason whatsoever, wholly or partially void or voided at any time, the remaining provisions contained herein shall remain in effect. The parties will then negotiate the content of a new provision that approximates the content and purport of the original provision as closely as possible.
10. Should De Tester not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply or that De Tester has relinquished the right to require strict compliance with these terms and conditions in other cases.

3. Conclusion of the Agreement

1. Before concluding the agreement, Customer must provide De Tester with all essential information regarding the Products and Services to be purchased. The Customer guarantees the accuracy and completeness of the information provided by him or on his behalf on which De Tester bases its offer.
2. The Customer shall be available to answer questions from De Tester, the answers to which are necessary for the preparation of the quotation or the performance of the contract.
3. All De Tester quotations are without obligation. After acceptance by the Customer, De Testeris entitled to withdraw its Quotation within five working days.
4. An agreement is concluded upon De Tester’s written confirmation of the Customer’s acceptance of a Quotation or by De Tester’s actual (commencement of the) delivery of the Products or the service offered to the Customer.
5. Unless expressly indicated otherwise, the dispatch of an invoice does not constitute written confirmation. If no confirmation is sent and there is no question of De Tester actually delivering or starting to deliver the Products, the agreement is only concluded upon receipt of payment by De Tester.
6. If an acceptance of a Quotation deviates from a Quotation, on minor points or otherwise, De Tester shall not be bound by this deviation and no agreement will be formed unless the deviation is explicitly accepted by De Tester. If, despite this, a start is made on performing the agreement, the Quotation is binding with regard to the agreements made.
7. The Quotation contains a complete and accurate description of the Products offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Customer. All photographs are for informational purposes only, and no rights can be derived therefrom.
8. The Customer cannot rely on obvious typesetting, programming or program errors in/on the Website.

4. Prices and rates

1. All prices and rates are in EURO, excluding VAT and shipping costs, unless explicitly agreed otherwise. The shipping costs will be communicated prior to the final order.
2. If the prices and/or rates of price-determining factors of the Product, such as wages, materials, exchange rate differences, transport costs, import duties or insurance rates, undergo an increase for any reason whatsoever, De Tester will be entitled to change the agreed price accordingly at any time.

5. Delivery time and deadlines

1. Delivery periods and other deadlines commence on the first working day after conclusion of the contract and are based on the information known at the time of conclusion of the contract and on the prevailing circumstances.
2. Articles ordered via the Website are in stock, unless indicated otherwise. De Tester will endeavour to dispatch an order placed on a working day before 12:00 noon that same day. For orders placed between Friday 12:00 noon and Monday 12:00 noon, De Tester will do its utmost to ship the order on Monday, barring holidays.
3. If a Product is (temporarily) sold out, the Customer will be informed as soon as possible and offered the possibility to wait until the Product is once again available. If the Customer fails to respond or does not want to wait, the agreement will be terminated by De Tester and any purchase price already paid will be refunded within thirty days.
4. Stated or agreed delivery dates and other deadlines are approximate and must never be construed to be a deadline. De Tester cannot be held liable for any damage resulting from missed delivery dates or other deadlines. Termination is only possible after De Tester has been given written notice of default by the Customer, whereby De Tester is given a period of thirty days to fulfil its obligations.
5. Delivery deadlines and other deadlines will be extended by the time the performance of the agreement is delayed due to Force Majeure, circumstances other than those known to De Tester, failure to pay or suspension by De Tester of its obligations.
6. If the Customer fails to fulfil its payment obligations vis-à-vis De Tester, or if the Customer has not or not adequately fulfilled its (information) obligations, De Tester may suspend deliveries.

6. Force Majeure

1. If De Tester is prevented from (further) performance of the agreement due to Force Majeure of a permanent or temporary nature, irrespective of whether the Force Majeure could have been foreseen, De Tester will be entitled, without any obligation to pay damages, to suspend (further) performance of the agreement in full or in part or, at De Tester’s discretion, to terminate the agreement in full or in part by means of a written notice to that effect and without judicial intervention. Termination does not affect De Tester’s right to payment by the Customer for any performances already delivered by De Tester and De Tester cannot be held liable for compensation in such a situation.
2. De Tester shall inform Customer as soon as possible of the Force Majeure. In the event of suspension, as referred to in Article 6.1, De Tester will still be entitled to terminate the agreement in whole or in part.
3. Force majeure includes all circumstances that temporarily or permanently prevent De Tester from fulfilling its obligations, such as fire, frost, strike or lock-out, riots, war, government measures, default of suppliers, electricity failures, computer, telephone and Internet failures, theft or misappropriation of stocks and furthermore all circumstances where De Tester cannot reasonably be expected to fulfill its obligations vis-à-vis the Customer (any further). Force Majeure on the part of De Tester’s suppliers is also deemed to be Force Majeure on the part of De Tester.
4. If the Force Majeure on the part of De Tester lasts longer than three months, the Customer is authorised to terminate the part of the agreement that cannot be performed by means of a written statement.

7. Delivery, transport, risk

1. Delivery of Products will take place by putting them at the Customer’s disposal at the location agreed with the Customer. From that moment on, the Customer shall bear the risk of the storage, loading, transport and unloading of the item. 
2. Even if it has been agreed that De Tester will arrange the transport, the risk of, inter alia, the storage, loading, transport and unloading of the item shall rest with the Customer.
3. De Tester will have fulfilled its obligation to deliver once it has given the Customer the opportunity to take receipt of the Products at the agreed place and time. Providing an incorrect or incomplete address shall be at the expense and risk of Customer.

8. Accepting Delivery

1. The Customer has an obligation to cooperate with the delivery, as well as to take delivery of the Products.
2. If the Customer fails to take delivery of the Products, De Tester reserves the right to charge the Customer for any related costs (including storage and transport costs).
3. A delivery is deemed to have been refused if an attempt is made to deliver the Products ordered but delivery proves impossible. The day on which acceptance of the delivery is refused is deemed to be the day of delivery.

9. Inspection and Complaints

1. The Customer must inspect the Products (including packaging and instructions for use) as fully as possible immediately after delivery and check that they are complete.
2. Complaints about missing or damaged (parts of) Products, packaging, deviations in size or number or any other deviations from the agreed product specifications that can reasonably be detected during this inspection must be made within fourteen days of delivery, on penalty of forfeiture of all rights.
3. The Customer no longer has the right to invoke a performance defect if the Customer has not complained about it in writing within twelve months of delivery and within a period of fourteen days of having discovered or should having been able to discover the defect. The complaint must be accompanied by all relevant information to enable the complaint to be properly investigated, such as the date of delivery, the address where the Products were delivered, a detailed description of and the grounds for the complaint and any relevant visual materials. The Customer also has an obligation to keep any defective parts and return them freight-free to De Tester immediately upon request.

10. Warranty and Customer Claims

1. With due observance of the provisions elsewhere in these terms and conditions and with the exception of products with a shorter shelf life, De Tester guarantees the soundness of the products supplied by it for a period of six months after delivery. This means that De Tester guarantees that the Products meet the technical specifications stated in the agreement or Quotation. If the agreement specifies a guarantee period of any other length, the rest of this article remains unaffected.
2. De Tester does not in any way guarantee that the Products sold by it are suitable for the Customer’s intended use of the Products. It is up to the Customer, prior to concluding the Agreement, to investigate whether the Products to be purchased are suitable for the Customer’s intended purposes and use thereof.
3. If De Testerdelivers a faulty performance, it may choose to deliver the performance again, to supplement the items that have already been delivered or to credit a proportionate part of the purchase price to the Customer.
4. If De Tester chooses to deliver the performance again, De Tester will determine the manner and time of performance. The Customer shall, immediately at De Tester’s request and in accordance with De Tester’s instructions, return defective Products to De Tester at the Customer’s expense.
5. In the event of a warranty claim, the Customer shall retain the obligation to accept delivery of and pay for any other Products ordered. A (justified) guarantee claim does not entitle the Customer to terminate the agreement.
6. De Tester’s warranty obligations under this article do not in any case apply if:
   
   • a defect results from the fact that De Tester has received incomplete or incorrect information with regard to the performance of the relevant agreement;
   • a defect results from the fact that the Customer uses the Products in a manner other than in accordance with the agreed or customary use of the Products;
   • changes or repairs have been made to the Products without the prior written consent of De Tester;
   • the delivered Products have been damaged by external causes;
   • the Customer does not fulfil or has not fulfilled in a  timely manner, any obligations vis-à-vis De Tester arising from the underlying agreement.
7. Transport costs for redelivery of the Products shall be at the expense and risk of the Customer, unless otherwise agreed in writing.
8. For goods procured by De Tester from third parties, its obligations vis-à-vis Customer are never greater or longer in duration than the (guarantee) obligations of those third parties vis-à-vis De Tester. De Tester will be discharged of its obligations vis-à-vis the Customer as soon as it has transferred its claim on that third party to the Customer.

11. Liability / Indemnification

1. De Tester is not liable for any damage suffered by the Customer or third parties arising from an agreement (yet to be concluded) with the Customer, or any other obligation under the law (such as by virtue of unlawful act). This also includes consequential loss, trading loss, loss of savings, damage due to business stagnation or damage as a result of claims from third parties against the Customer.
2. De Tester is not liable for any damage caused by acts or omissions by personnel employed by De Tester or other persons whose services De Tester uses, including recommendations or advice, except in the case of intent or deliberate recklessness on the part of De Tester.
3. The Customer shall refrain from holding De Tester staff members and parties engaged by De Tester personally liable in connection with an agreement.
4. Should De Tester, notwithstanding the above (according to standards of reasonableness and fairness) be liable to pay compensation, De Tester’s liability vis-à-vis the Customer, contractually or otherwise, will in any case be limited to the amount paid out by De Tester’s liability insurance in the case concerned, or, if De Tester has no claim to this, De Tester’s liability vis-à-vis the Customer, contractually or otherwise, will in any case be limited to the value of the Products or services purchased by the Customer or (if lower) an amount of EUR 3,000 in total per series of events with one and the same cause.
5. The Customer must hold De Tester liable for any damage suffered or to be suffered within one calendar month after the Customer has become aware of or could reasonably have become aware of a harmful event. Failing this, the Customer will no longer be entitled to do so.
6. Any claim for compensation against De Tester, except a claim which has been acknowledged by De Tester, lapses one year after the day on which the Customer has become aware of the damage and De Tester’s liability.
7. The Customer shall indemnify De Tester for any form of liability and for all costs and damage incurred by De Tester and third parties in connection with the use of the Products in any other way than in accordance with the agreed or customary use of the Products, as well as for any form of liability and for all costs and damage incurred by De Tester and third parties in connection with the resale of the Products outside the Netherlands.
8. De Tester shall under no circumstances be liable for any damage if and to the extent that it results from non-compliance with directions/instructions provided by De Tester or non-compliance with user, control and/or maintenance requirements of Products by the Customer or third parties.

12. Safety measures and recalls

1. The Customer has an obligation to cooperate immediately with (measures in connection with) safety warnings, safety checks, and replacement of the Products for safety reasons.
2. The Customer also has an obligation to cooperate immediately with a Product recall initiated by De Tester.
3. Any damage or costs incurred by the Customer in connection with the provisions of this article will be compensated up to the amount of the invoice value of the Products originally delivered or, as the case may be, the Products recalled, as charged by De Tester. No loss of turnover or profit on the part of Customer will be compensated.

13. Hallmarks, intellectual and industrial property rights

1. All rights to the registered Products supplied by De Tester, including intellectual property rights, are vested exclusively in De Tester or its licensors. The sale and delivery of the Products to the Customer does not create any rights in respect of the rights in question.
2. The Customer is not allowed to copy, store, publish, reproduce or otherwise use text and/or visual materials from the Website without the explicit permission of De Tester.
3. The Customer is not permitted to remove or alter (quality) marks of any kind, such as CE marking, trade names, patents or other rights arising from the Products supplied by De Tester.
4. The Customer shall not remove or render invisible or illegible any identifying marks affixed to the Products, either in whole or in part.

14. Invoicing and payment

1. In the event of an order placed via the Website, the purchase price must be paid in advance by means of one of the payment options available on the Website. You may choose to pay in advance by bank transfer or iDEAL, or afterwards by credit card. We accept MasterCard and Visa. The credit card will not be charged until the package has been shipped.
2. If payment in advance is chosen, the agreement is concluded under the suspensive condition of receipt of payment. This means that the order will not be dispatched until payment has been received by De Tester. If payment is not received within seven days, the Customer will be sent a reminder. If payment is again not received within seven days, De Tester is entitled to terminate the agreement with immediate effect. When paying by bank transfer the Customer must clearly state the order number with the payment, taking heed of the time that the banks will need to process the transfer.
3. In all other cases, the Customer must pay the total amount stated on the invoice, including VAT, within thirty days of the invoice date, unless otherwise agreed in writing. The Customer is not entitled to suspend its payment obligations.
4. Net payment must be made to the De Tester bank account designated by De Tester, without any discount, deduction or set-off. The value date indicated on De Tester’s bank statements will be regarded as the day of payment.
5. If the Customer has not paid the full amount due within the agreed payment term, the Customer will be in default by operation of law, without any notice of default being required. From the day the Customer is in default until the day of full payment, the Customer will owe statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code.
6. All costs of collection of the amounts owed by the Customer, both judicial and extrajudicial, shall be for the Customer’s account. These include, among other things, the costs of seizure, bankruptcy petitions, collection costs, as well as the costs of lawyers, bailiffs and other experts De Tester has engaged. The extra-judicial collection costs to be incurred by De Tester – including those incurred in the context of penalty proceedings – amount to at least 15% of the total amount owed by the Customer to De Tester, with a minimum of EUR 750 plus VAT, without prejudice to De Tester’s right to full compensation for damages and costs incurred in collecting the amounts owed.
7. On pain of forfeiture of all rights, the Customer must have submitted any complaints concerning invoices to De Tester in writing within fourteen days of the invoice date, failing which the invoices in question will be deemed to have been accepted and approved by the Customer, and complaints in this regard will no longer be accepted.
8. De Tester is entitled to invoice agreements that are performed in separate consignments, per consignment.
9. De Tester is entitled to set off its debts to the Customer against claims of companies affiliated with De Tester against the Customer. In addition, De Tester is entitled to set off its debts to the Customer against the debts of De Tester-affiliated companies to the Customer. Furthermore, De Tester is entitled to set off its debts to the Customer against claims on companies affiliated with the Customer. Affiliated companies are defined as: all companies belonging to the same group, in the sense of Article 2:24b of the Dutch Civil Code, and participations, in the sense of Article 2:24c of the Dutch Civil Code.

15. Retention of title and other securities

1. The Products supplied by De Tester remain its property until such time as the Customer has fulfilled all its obligations under the agreement, including claims based on breach of contract (such as interest, costs, and penalties), all this as referred to in Article 3:92 of the Dutch Civil Code. The Customer will not have any right of retention with respect to these Products.
2. The Products may not be resold, used or encumbered with any security right by the Customer, except in the context of its usual business operations, as long as they are subject to retention of title.
3. The retention of title will revive in the situation that the Customer has fulfilled all its obligations at any point in time, but new obligations arise for the Customer by virtue of a new agreement.
4. With regard to all Products subject to De Tester’s retention of title, the Customer has an obligation to exercise all due care customary in society, to provide De Tester with access to those goods, and to inform De Tester immediately in writing of any third-party action which is or may be related to the Products supplied in a manner detrimental to De Tester.
5. De Tester is entitled to repossess or have repossessed Products delivered to the Customer which remain the property of De Tester in the event that the Customer fails to fulfil its obligations or De Tester has reason to believe that the Customer will fail to fulfil its payment obligations. The Customer has an obligation to facilitate this repossession. The costs associated with repossessing the Products shall be borne by the Customer. If the Products are repossessed, the Customer will be credited on the basis of the invoice value or, in the event of damage to the Products, on the basis of their fair market value.
6. The Customer has an obligation to alert third parties (such as trustees and distraint collectors who claim any rights in respect of the Products to which De Tester retains title) to De Tester’s retention of title. In the aforementioned case, the Customer must inform De Tester immediately hereof in writing, by letter and by e-mail.
7. Irrespective of the agreed payment conditions, the Customer has an obligation (in each case), immediately at De Tester request, to provide further security for the fulfillment of its obligations to De Tester. The security may consist of, inter alia, providing a bank guarantee or advance payment of the sum amounts indicated by De Tester. De Tester will not owe interest on any advance payments. If the Customer fails to make such payment within the period set by De Tester, the Customer will be immediately in default.

16. Attributable failure and dissolution by De Tester

1. The Customer is deemed to be in default by operation of law and the Customer’s (remaining) debt vis-à-vis De Tester will be immediately due and payable in the event that:
   
   • the Customer files for bankruptcy is declared bankrupt or files for a suspension of payments; or
   • a resolution is passed and/or a decision is made to wind up the Customer or to terminate the business activities of the Customer, or to sell the business activities of the Customer, or the nature of the business activities of the Customer changes substantially in the opinion of De Tester; or
   • the Customer does not fulfill or does not fully fulfill any obligations vis-à-vis De Tester by force of law or contractual conditions; or
   • the Customer fails to pay an invoice amount due to De Tester within the stipulated period; or
   • all or part of the Customer’s assets are seized; or
   • a director of the Customer is disqualified under civil law; or
   • a situation comparable to those listed at a through f arises under the laws of the Customer’s country of residence,
2. In the situations described in Article 16.1, De Tester will be entitled to suspend its obligations or to terminate the agreement in full or in part with immediate effect and without judicial intervention, all this without prejudice to De Tester’s other rights, such as rights to penalties already due, interest, and the right to compensation.
3. De Tester shall have no obligation to pay any compensation to the Customer in the event of termination of the agreement in accordance with the provisions of this Article.
4. Upon termination of the agreement, provisions that by their nature are meant to continue will remain in force.
5. In the event of termination, De Tester is entitled to repossess the Products, free of all rights of the Customer. In such a case, De Tester and its authorised representative(s) are entitled to enter the grounds/premises of the Customer in order to take possession of the Products. The Customer has an obligation to cooperate and take the necessary measures to enable De Tester to enforce its rights.

17. Amendments

De Tester is entitled to amend the Agreement, including the prices stated therein and these General Terms and Conditions. The Customer will be deemed to have accepted the amendments in question in the event that De Tester has not received a written protest from the Customer within fourteen days of De Tester having informed the Customer that an amendment is to be made.

18. Applicable law and competent court

1. All agreements concluded between the parties are governed by Dutch law.
2. The Vienna Convention on Contracts for the International Sale of Goods does not apply.
3. Any disputes in connection with or arising from an agreement will, in the first instance, be submitted exclusively to the competent court in Utrecht, without prejudice to De Tester’s right to submit a dispute to another court authorised by law or convention.