Table of contents

Article 1. Applicability of General Terms and Conditions of Delivery

Article 2. Offer

Article 3. Prices

Article 4. Delivery and execution

Article 5. Retention of title

Article 6. Payment

Article 7. Warranty

Article 8. Liability and indemnification

Article 9. Waiver of rights

Article 10. Force majeure

Article 11. Termination by Fodor

Article 12. Right of withdrawal (only for Consumers)

Article 13. Processing personal data

Article 14. Partial invalidity

Article 15. Applicable law and competent court

Article 1. Applicability of General Terms and Conditions of Delivery

• These general terms and conditions of delivery (“ General Terms and Conditions of Delivery ”) apply to and form part of all quotations and offers issued by Fodor BV (“ Fodor ”), as well as any acceptance by Fodor of orders placed by the buyer (“ Buyer ”) and all agreements (“ Agreements ”) regarding the sale by Fodor of goods and services (“ Products ”).
• These General Terms and Conditions of Delivery also expressly apply to offers of Products by Fodor - and to orders placed or Agreements concluded - via a website or digital environment for offering products (" Platform ") that is managed by third parties.

• A reference by the Buyer to other (general) terms and conditions does not lead to their applicability. The applicability of any general terms and conditions of the Buyer is expressly rejected by Fodor.

• Agreements that deviate from these conditions are only valid if and insofar as they have been confirmed in writing by Fodor and then only for the relevant agreement. Fodor reserves the right to change these General Terms and Conditions of Delivery. Changes come into effect 30 days after announcement by Fodor. If the Buyer does not wish to agree to the change, he is entitled to terminate the Agreement within two weeks after notification as referred to in this article, without the right to compensation.

• Fodor has its registered office at Vareseweg 44 3047AV in Rotterdam and is registered in the trade register of the Chamber of Commerce under number 82740739. Fodor can be reached at email address info@fodor.nl and by telephone number: +31 10 262 4803.

Article 2. Offer

• An offer or (price) quotation from Fodor does not bind it and only serves as an invitation to place an order by the Buyer. Unless stated otherwise, all offers and quotations from Fodor automatically expire 30 days after the offer or (price) quotation has been issued.

• An agreement between Buyer and Fodor will only be concluded if and insofar as Fodor accepts an order from Buyer or Fodor carries out an order. Fodor has the right not to accept orders or assignments or to accept them only under the condition that the shipment is made cash on delivery or after payment in advance.

Article 3. Prices

• The prices stated in quotations, (price) quotations or order confirmations include (sales) tax and other government levies and include normal freight and packaging costs, unless stated otherwise.

• Fodor is entitled to charge an amount for shipping and administration costs if, in Fodor's opinion, the order has a small value. The costs for cash on delivery are always borne by the Buyer. Fodor reserves the right to charge the costs of special packaging or packaging prescribed by the Buyer.

• Fodor is entitled at any time to adjust the price agreed with the Buyer. Consumers are entitled to terminate the Agreement if there is a price increase within three months after concluding the Agreement.

Article 4. Delivery and execution

• Unless otherwise agreed in writing, Fodor determines the method of shipment. The risk of the Products passes to the Buyer when the Products are presented for receipt at the address specified by him. If the Buyer has requested a specific method of shipment, the risk of the Products will be borne by the Buyer from the moment the Products are loaded for transport.

• Fodor reserves the right to deliver and invoice ordered Products in partial shipments.

• Agreed or specified delivery times are indicative. If no delivery time is specified, Fodor will deliver expeditiously. Exceeding the delivery time or the expected repair time, for whatever reason, does not entitle the Buyer to compensation.

• The Buyer is obliged to receive the Products upon delivery. If the Buyer does not accept the Products to be delivered by Fodor, the Products will be stored at his expense and risk. If the Buyer has not collected the Products within three months, Fodor has the right to sell the Products to third parties and hold the original Buyer liable for any loss. The original Buyer is at all times obliged to reimburse the costs of the aforementioned storage and the (additional) shipping and administration costs incurred by Fodor.

• The Buyer is obliged to check the Products upon receipt for completeness and visible defects. Any deviations in quantity or quality must be reported by the Buyer to Fodor in writing within five days of receipt of the Products, failing which any claim by the Buyer against Fodor will lapse. In the event of missing or unordered goods, the Buyer must attach the packing list to the notice referred to here.

• Return of the Products is at the expense and risk of the Buyer. Fodor will only accept returned Products if and to the extent that it has agreed to the return in writing in advance and if the Products are delivered to the address to be specified by Fodor in the original packaging and in the condition in which Fodor delivered or offered these Products to the Buyer. Complaints regarding Products belonging to a partial shipment do not affect previous and subsequent partial shipments that are part of the same order.

• Any credit for returns will be based on the purchase price charged to the Buyer.

Article 5. Retention of title

• Fodor reserves ownership of all Products it supplies. Ownership of the Products will only transfer to the Buyer if the Buyer has fully fulfilled all the following obligations under all agreements concluded with Fodor:
• the consideration(s) with regard to goods delivered by Fodor

or Products to be delivered; and

• any claims of Fodor against the Buyer due to non-

compliance by the Buyer with (an) agreement(s) concluded with Fodor.

• The Products delivered by Fodor that are subject to retention of title pursuant to Article 1 may only be resold in the context of the Buyer's normal business operations. The Buyer is not authorized to modify, pledge or encumber the delivered Products with any other right. If third parties wish to establish or assert any right to the Products delivered under retention of title, the Buyer is obliged to inform Fodor immediately.

• The Buyer is obliged to ensure that the Products remain identifiable as Products supplied by Fodor. The brands as well as the type or identification numbers or marks applied to the Products supplied by Fodor, including the packaging, may not be removed, damaged or changed.

• Buyer must at all times grant Fodor free access to the location where Buyer has stored the Products delivered by Fodor. If the Buyer does not fulfill his obligations towards Fodor or Fodor is concerned that the Buyer will not fulfill his obligations on time or in full, the Buyer is obliged, at Fodor's first request, to return the Products at his own expense and to provide all cooperation to Fodor in order to assist Fodor in to retrieve its Products.

• At Fodor's first request, the Buyer undertakes to transfer to Fodor all claims on third parties as a result of the delivery to those third parties of Products subject to the retention of title referred to in Article 1 , or to establish a lien on them at Fodor's request. and then to perform all actions required for this purpose. Any associated costs will be borne by the Buyer.

• The Buyer undertakes to insure the Products delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft. The buyer must make the insurance policy available for inspection at Fodor's first request. The Buyer is obliged to transfer all claims of the Buyer on insurers with regard to the Products delivered under retention of title to Fodor or to pledge them to Fodor at Fodor's first request in accordance with the provisions of Article 3:239 of the Dutch Civil Code.

Article 6. Payment

• Unless otherwise agreed in writing, payment for delivered Products must be made to Fodor's bank account in favor of Fodor, as stated by Fodor on the invoice or communicated to the Buyer in any other way.

• Payment must be made within thirty days of the invoice date without any right to discount, suspension (does not apply to Consumers) or settlement, unless otherwise agreed. If the payment term is exceeded, the Buyer will be legally in default without any notice of default being required and will owe compound interest of two (2) percent per month from the due date. The Buyer must also reimburse any extrajudicial and judicial (collection) costs incurred by Fodor. The extrajudicial collection costs are in principle set at ten (10) percent of the amount due, with a minimum of EUR 250. This is without prejudice to Fodor's other legal claims for reimbursement of costs and damages.
• Notwithstanding the provisions of Article 2 , the Consumer who does not meet his payment obligation(s) on time will be liable to pay statutory interest after notice of default with a period of 14 days to still meet the payment obligations and that Fodor will be entitled is to charge the extrajudicial collection costs incurred by him.
• Payments made by the Buyer always serve first to settle any claims that Fodor may have on the Buyer in respect of which Fodor has not made any retention of title, then to settle all interest and costs owed and finally to settle any due and payable invoices that have been outstanding for the longest period, one and other things even if the Buyer states that the payment relates to a specific claim or invoice.

Article 7. Warranty

• Without prejudice to the provisions of Article 9 . and with due observance of the provisions of this article, Fodor guarantees that the Products it supplies have the properties necessary for the agreed use for 12 months after delivery. This warranty only applies to defects in the delivered Product that are not observable at the time of delivery, of which the Buyer proves that these occurred exclusively or predominantly as a direct result of construction or material defects. Minor deviations and differences in quality, colour, size or finish that are customary in the trade or technically unavoidable do not constitute a defect. The warranty excludes normal wear and tear or defects due to improper use of the Products. Warranty claims are not transferable.
• Fodor has the option, at its sole discretion, to repair, replace or take back Products under warranty against crediting the purchase price to the Buyer. All costs in excess of simple repair or replacement, such as (but not limited to) transport costs, shipping costs, travel and accommodation costs and the costs of (dis)assembly, are borne by the Buyer. Replaced under the warranty Products or parts become or remain the property of Fodor. No warranty is given on repaired or replaced Products.

• Unless otherwise agreed in writing, the warranty does not cover defects that occur due to or are wholly or partially the result of:
• failure to observe operating and maintenance instructions;
• careless use;
• normal wear and tear;

performed by third parties, including the Buyer;

• use for purposes other than normal use;
• use in an aggressive environment or extreme exposure

circumstances;

• battery discharge;
• damage to the exterior.

• The Buyer cannot claim a warranty if the type or serial number of a Product has been removed or changed, if the Buyer does not give Fodor sufficient opportunity to remedy the defect or if the Buyer does not fulfill its obligations under an agreement concluded with Fodor.

• The Buyer must report complaints in connection with defects in writing to Fodor within fourteen days after the Buyer has discovered or could reasonably have discovered the defects, under penalty of forfeiture of any claim by the Buyer against Fodor in respect of these defects.

• Failure to comply with any warranty obligations does not release the Buyer from its obligations to Fodor under the Agreement.

Article 8. Liability and indemnification

• Fodor's liability is limited to compliance with the warranty obligations included in Article 7 .

• Without prejudice to the provisions of the previous paragraph, Fodor's liability for damage can only arise in the event of an attributable shortcoming in respect of which Fodor is in default after written notice of default or in the event of intentional unlawful conduct by Fodor.

• Fodor's total and cumulative liability will in all cases be limited to an amount equal to ten percent (10%) of the invoice last paid by the Buyer, with a maximum of EUR 5,000. Without prejudice to the foregoing limitations, Fodor's liability for damage is in any case limited to the amount of the payment made by the insurer. Fodor's liability for indirect damage and consequential damage, including (but not limited to) damage due to lost turnover, lost profit, lost savings, reduced goodwill and damage due to business stagnation, is completely excluded.

• The limitations and exclusions of liability contained in this Article 8 apply only to the extent permitted by law.

• The Buyer's rights of claim shall lapse no later than one year after their origination, whereby for Consumers they shall in all cases lapse after one year after their origination.

• The Buyer must indemnify and hold Fodor harmless against any damage that may arise to Fodor as well as any claims that may be brought against Fodor by a third party in connection with the performance of the Agreement. This Article 6 does not apply to Consumers.

• The buyer must indemnify and hold Fodor harmless against all damage that may arise for Fodor as well as for all claims that may be brought against Fodor due to product liability under Article 6:185 of the Dutch Civil Code.

Article 9. Waiver of rights

• If the Buyer has delivered a Product in the context of a warranty claim and has not collected the Product in question within three months after the delivered Product or a replacement Product is (again) available to him or he has refused to pay the COD costs and the Products have therefore not been delivered to him, he is deemed to have renounced that Product for the benefit of Fodor and he indemnifies Fodor against all claims (from third parties) in this regard, unless the Buyer proves that he is prevented from doing so due to a shortcoming not attributable to him. has been to collect or accept the Product.

Article 10. Force majeure

• In the event of force majeure, Fodor has the right to suspend the performance of the Agreement for as long as the situation in which the force majeure continues, or, if the force majeure has lasted for a month, to terminate the Agreement in whole or in part without judicial intervention with reimbursement of the amount due. any amount paid by the Buyer, without Fodor being obliged to pay any compensation.

• In addition to the provisions of law and case law, force majeure of Fodor in these General Terms and Conditions of Delivery is defined as all external causes, whether or not foreseen, including: strike, fire, destruction of Products in transit, water damage, government measures, delays in shipping abroad, war, mobilization, transportation barrier, import barrier, export barrier, default of suppliers, as well as all circumstances that hinder Fodor in the normal conduct of his business.

Article 11. Termination by Fodor

• If the Buyer does not meet its obligations to Fodor, does not do so on time or does not fully comply, or in the event of (provisional) suspension of payments, bankruptcy, closure or liquidation of the Buyer's company, legal merger of the Buyer, or in the event of a substantial change of control of the Buyer, Fodor is entitled to terminate all agreements concluded with the Buyer (whether or not by dissolution) in whole or in part with immediate effect, or to suspend its obligations towards the Buyer, without the Buyer being entitled to compensation. The foregoing does not affect Fodor's other rights under the law or Agreement.

• If an event occurs as referred to in Article 1 , all claims of Fodor on the Buyer become immediately and fully due and Fodor is entitled to take back the Products delivered by it under retention of title.

• The Buyer is not permitted to dissolve an Agreement in whole or in part or to annul it in whole or in part, or to demand amendment thereof on the grounds of error. The Buyer is not permitted to terminate the Agreement without an attributable shortcoming by Fodor, which is in default after prior notice of default by the Client. The exclusion of the right of cancellation does not apply to Consumers.

Article 12. Right of withdrawal (only for Consumers)

• This Article 12 applies only to Buyers who are a natural person who is not acting for purposes related to the exercise of a trade, business, craft or professional activity (“ Consumer ”).
• The Consumer can terminate an Agreement relating to the purchase of a Product during a cooling-off period of 14 days (“ Cooling-off Period ”) without giving reasons.
• The Cooling-off Period starts on the day after the Consumer, or a third party designated in advance by the Consumer, who is not the carrier, has received the Product, or:

1. if the Consumer has ordered multiple Products in the same order: the day on which the Consumer, or a third party designated by him, received the last Product. Fodor may refuse an order for multiple Products with different delivery times;
2. if the delivery of a Product consists of several shipments or parts: the day on which the Consumer, or a third party designated by him, has received the last shipment or part.
   • During the Cooling-off Period, the Consumer will handle the Product and its packaging with care. He will only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product. The basic principle here is that the Consumer may only handle and inspect the Product as he would in a store. The Product may not be used by the Consumer. The Product must not be damaged and must be in the original packaging.
   • The Consumer is only liable for depreciation of the Product that is the result of handling the Product that goes beyond what is permitted in Article 4 .
   • If the Consumer wishes to exercise his right of withdrawal, he must inform Fodor of this within the Cooling-Off Period by means of the model withdrawal form or in another unambiguous manner. The model form can be downloaded from the website [www.fodor.nl/retourvorm].
   • As soon as possible, but within 14 days from the day following the notification referred to in Article 6 , the Consumer shall return the Product, with all accessories supplied, if reasonably possible in the original condition and packaging and in accordance with the reasonable and clear instructions provided by Fodor. . The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Consumer.
   • The Consumer bears the direct costs of returning the Product.
   • If the Consumer exercises his right of withdrawal, all additional agreements will be dissolved by operation of law.
   • Fodor will reimburse all payments made by the Consumer, including any shipping costs paid upon ordering for the purchased Product, without delay but within 14 days following the day on which the Consumer notifies him of the withdrawal. Fodor is entitled to wait with reimbursement until Fodor has received the Product or until the Consumer demonstrates that he has returned the Product, whichever is the earlier. If the Consumer has opted for a more expensive method of delivery than the cheapest standard delivery, Fodor does not have to reimburse the additional costs for the more expensive method of delivery.
   • Fodor uses the same payment method that the Consumer used for reimbursement, unless the Consumer agrees to a different method. The refund is free of charge for the Consumer.

Article 13. Processing personal data

• The Buyer declares that he is aware of and agrees that his address details, e-mail address and telephone number will in any case be processed to implement the Agreement and for other purposes for which the Buyer has given permission. Fodor is entitled to use the Buyer's data insofar as this is useful in the context of handling and executing the Agreement or when the Buyer has given permission for the use of the data.

Article 14. Partial invalidity

• If one or more provisions of these conditions are or become void, this will not affect the validity of the other provisions. In the event of nullity of a provision, the Buyer and Fodor will be bound by a provision that is as similar as possible, which is not subject to annulment.

Article 15. Applicable law and competent court

• Dutch law applies to all agreements between Fodor and the Buyer and all disputes that may arise from or in connection with them, including disputes regarding the formation of these agreements. The applicability of the Vienna Sales Convention is excluded.
• All disputes between Fodor and the Buyer will be adjudicated exclusively by the court in Rotterdam, without prejudice to Fodor's right to submit the dispute to the competent court according to the law. Consumers can, within one month after Fodor has invoked this paragraph, choose the court that would have jurisdiction if this paragraph had not been agreed.