Terms and Conditions

**TERMS AND CONDITIONS FOR ONLINE SALES (B2C)**

**Article 1: Definitions**
1. *Myenergi B.V.*, established in Maastricht, registered with the Dutch Chamber of Commerce under number 78281652, is referred to as the seller in these terms and conditions.
2. The counterparty of the seller is referred to as the buyer.
3. The seller and buyer are collectively referred to as the parties.
4. The agreement refers to the purchase agreement between the parties.

**Article 2: Applicability of Terms and Conditions**
1. These terms and conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these conditions are only valid if expressly and in writing agreed upon by the parties.

**Article 3: Payment**
1. The full purchase price is always paid immediately in the store. In some cases, a deposit may be required for reservations. In such cases, the buyer will receive proof of the reservation and the prepayment.
2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer fulfills their payment obligations.
3. If the buyer remains in default, the seller will proceed with collection. The associated collection costs will be borne by the buyer. These collection costs are calculated based on the Dutch Decree on Compensation for Extrajudicial Collection Costs.
4. In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the seller’s claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate with the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

**Article 4: Offers, Quotations, and Price**
1. Offers are non-binding unless a term for acceptance is stated in the offer. If the offer is not accepted within that specified period, the offer lapses.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in case of delay unless the parties have expressly and in writing agreed otherwise.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly and in writing agree on this.
4. The price mentioned in offers, quotations, and invoices includes the purchase price plus VAT and any other government levies.

**Article 5: Right of Withdrawal**
1. The consumer has the right to terminate the agreement within 14 days of receiving the order without giving any reason (right of withdrawal). The period begins when the consumer has received the complete order.
2. The right of withdrawal does not apply if the products are custom-made according to the consumer’s specifications or have a limited shelf life.
3. The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this form available to the buyer immediately upon request.
4. During the reflection period, the consumer must handle the product and its packaging with care. They should only unpack or use the product to the extent necessary to determine whether they wish to keep it. If they exercise the right of withdrawal, they must return the product, unused and undamaged, with all accompanying accessories, and, if reasonably possible, in its original packaging to the seller, in accordance with the seller’s reasonable and clear return instructions.

**Article 6: Amendment of the Agreement**
1. If, during the execution of the agreement, it becomes necessary to change or supplement the work to be done for proper execution, the parties will adjust the agreement in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The seller will notify the buyer as soon as possible.
3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will cause this price to be exceeded.
5. Contrary to the provisions in paragraph 3 of this article, the seller cannot charge additional costs if the change or addition is due to circumstances attributable to them.

**Article 7: Delivery and Transfer of Risk**
1. Once the purchased item is received by the buyer, the risk transfers from the seller to the buyer.

**Article 8: Inspection, Complaints**
1. The buyer is obliged to inspect the delivered goods upon receipt, or in any case as soon as possible. The buyer should check whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether it meets the standard requirements in normal trade practices.
2. Complaints regarding damages, shortages, or loss of delivered goods must be submitted to the seller in writing within 10 business days of the delivery date.
3. If the complaint is justified within the specified period, the seller has the right to either repair, replace, or cancel the delivery and issue a credit note for that part of the purchase price.
4. Minor deviations and/or deviations common in the industry in terms of quality, quantity, size, or finish cannot be grounds for complaints against the seller.
5. Complaints about a specific product do not affect other products or parts of the same agreement.
6. Complaints will not be accepted after the goods have been processed by the buyer.

**Article 9: Samples and Models**
1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided as an indication only, without the delivered goods having to correspond to it, unless the parties have expressly agreed otherwise.

**Article 10: Delivery**
1. Delivery takes place "ex works/store/warehouse," meaning that all costs are borne by the buyer.
2. The buyer is obliged to take possession of the goods at the time the seller delivers or has delivered them, or at the moment when these goods are made available to them according to the agreement.
3. If the buyer refuses to take delivery or fails to provide the necessary information or instructions for delivery, the seller is entitled to store the goods at the buyer's expense and risk.
4. If delivery is made, the seller is entitled to charge any delivery costs.
5. If the seller requires information from the buyer for the execution of the agreement, the delivery period will commence after the buyer has provided this information to the seller.
6. A delivery period specified by the seller is indicative. It is never a strict deadline. The buyer must notify the seller in writing of default if the delivery period is exceeded.
7. The seller is entitled to make partial deliveries unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In case of partial delivery, the seller is entitled to invoice each part separately.

**Article 11: Force Majeure**
1. If the seller cannot, cannot timely, or cannot properly fulfill its obligations under the agreement due to force majeure, it is not liable for damages suffered by the buyer.
2. Force majeure means any circumstance unforeseeable at the time of entering into the agreement and beyond the seller's control, which makes the normal performance of the agreement reasonably impossible, including but not limited to illness, war, civil unrest, sabotage, terrorism, power outages, flooding, earthquake, fire, strikes, government measures, and disruptions in the seller's business.

**Article 12: Transfer of Rights**
1. Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision has property law effect as defined in Article 3:83(2) of the Dutch Civil Code.

**Article 13: Retention of Title and Right of Retention**
1. Goods delivered by the seller remain the property of the seller until the buyer has paid the full agreed price. Until that time, the seller can invoke their retention of title and take back the goods.
2. If the agreed advance payments are not made, the seller is entitled to suspend the work until the agreed part has been paid. This is considered creditor default. A delayed delivery cannot be held against the seller in that case.
3. The seller is not authorized to pledge or otherwise encumber the items under retention of title.

**Article 14: Liability**
1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out under the seller’s liability insurance(s) in the relevant case. This amount is increased by the applicable policy deductible.
2. The seller’s liability is not excluded for damage caused by intentional acts or gross negligence by the seller or their managerial subordinates.

**Article 15: Complaint Obligation**
1. The buyer is obliged to report complaints about the work performed to the seller immediately. The complaint must be as detailed as possible, so the seller can respond adequately.
2. If a complaint is justified, the seller is obliged to repair and possibly replace the defective product.

**Article 16: Guarantees**
1. If guarantees are included in the agreement, the following applies: the seller guarantees that the sold item conforms to the agreement, functions without defects, and is suitable for the intended use by the buyer. This guarantee is valid for two calendar years after the buyer has received the item.
2. The guarantee does not apply if the defect is caused by improper or inappropriate use, or if the buyer or third parties have made or attempted to make changes to the product without permission or have used it for purposes for which it was not intended.
3. If the guarantee provided by the seller pertains to a product manufactured by a third party, the guarantee is limited to the one provided by that manufacturer.

**Article 17: Applicable

Law and Competent Court**
1. Dutch law exclusively applies to every agreement between the parties.
2. The Dutch court in the district where Myenergi B.V. is located is exclusively competent to take cognizance of disputes between the parties, unless the law prescribes otherwise.
3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
4. If any provision of these general terms and conditions is deemed unreasonable, the remaining provisions remain in full force.