General Terms & Conditions for Sales and Delivery

General conditions applicable for sales and delivery of Products and Services by Hardjo Central b.v., Van der Palmstraat 49, 3022VW Rotterdam, The Netherlands. Hardjo Central b.v. is registered at the Chamber of Commerce: 68323026, Rotterdam

1. General

1.1. These conditions are applied to all offers by and all orders to Hardjo Central b.v., Van der Palmstraat 49, 3022VW Rotterdam, The Netherlands, hereinafter referred to as “Hardjo Central”, for the sale and delivery by Hardjo Central of goods and Services (hereinafter: “Products”), and to all agreements with Hardjo Central with respect thereto.

1.2. The applicability of conditions of the buyer, customer or other party (hereinafter: “Buyer”) of Hardjo Central is hereby explicitly excluded.

1.3. Provisions that deviate from these conditions can be invoked by the Buyer only if and to the extent that Hardjo Central accepts these other provisions in writing.

1.4. The Buyer who has once contracted on the basis of these conditions accepts the applicability of these conditions to all future agreements between him and Hardjo Central.

1.5. Delivery terms used in these conditions as well as in the agreement shall be interpreted and construed in accordance with the provisions in the most recent edition of the International Rules for the interpretation of trade in terms of the International Chamber of Commerce in Paris, France (hereinafter: “Incoterms”).

1.6. If, for any reason whatsoever, any part of these conditions is invalid, the remainder of the conditions shall remain in force and the parties will, in mutual consultation, provide a regulation in substitution for the invalid stipulation, the purport for which shall be maintained to the maximum extent.

2. Offers, Orders and agreements

2.1. All offers from Hardjo Central are in non-binding (“Vrijblijvend” or “Without obligations”) unless agreed  otherwise in writing.

2.2. All orders and acceptances of offers by the Buyer, including verbal orders and acceptances are irrevocable.

2.3. Hardjo Central is only bound when it has accepted an order in writing or has begun implementation. Hardjo Central is moreover only bound as accepted in writing. Verbal commitments or agreements by or with its personnel, representatives or intermediaries do not bind Hardjo Central excepted and in so far as the management of Hardjo Central confirms these in writing.

3. Price

3.1. All prices contained in offers, pricelists, etc. of Hardjo Central are non-binding (“Vrijblijvend” or “Without obligations”). Discounts granted by Hardjo Central are given on a once only basis and shall not bind Hardjo Central in anyway in respect of an additional order or a subsequent agreement.

3.2. Unless expressly indicated by Hardjo Central or agreed otherwise with Hardjo Central, the prices set by or agreed to with Hardjo Central for Products shall be net prices, therefore, among other things, exclusive V.A.T. and shall apply only to delivery “ex works”. They shall, unless agreed otherwise, not include cost of packing, loading, dispatch, transport, unloading, insurance, installation, assembly and/or other Services.

3.3. If Hardjo Central undertakes to carry out the packing, loading, dispatch, transport, unloading, insurance, installation, assembly and/or other Services and no price has been expressly agreed in that respect, Hardjo Central shall be entitled to charge the Buyer the actual costs and/or the rates normally used by Hardjo Central.

3.4. Prices set by or agreed to with Hardjo Central are based on, among others, the cost of raw materials, components, transport, wages and where applicable, the delivery cost applicable at the date of the conclusion of the agreement. If the cost price increases between such date and the date upon which the Products are delivered, Hardjo Central is entitled to charge the Buyer a corresponding price increase even if the cost increase was foreseeable or foreseen at the time of concluding the agreement.

4. Drawings, quotes, documents, social media, website(s)

4.1. All information recorded in catalogues, brochures, price lists, Hardjo Central’s social media and  website(s) only serve as orientation material and shall only be binding for Hardjo Central if and insofar as explicitly agreed in writing.

4.2. All drawings, designs, models, etc. which are supplied in connection with the Products and the intellectual and industrial property rights with respect thereto shall remain the exclusive property of Hardjo Central which company shall also be regarded as the designer and maker. Saved with the explicit permission of Hardjo Central, the Buyer is not allowed to provide documents and information from Hardjo Central to third parties or to inform third parties of the contents thereof.

5. Materials, weight and measuring

5.1. Hardjo Central’s recommendations, calculations, information, specifications and data regarding weight, quantity, measurements, quality, capacities, results and/or expected performance of the Products delivered shall only be binding for Hardjo Central if and insofar as explicitly agreed in writing.

5.2. In respect of agreed weight, quantity, measurements, quality, capacities, results and/or expected performance of the Products delivered, whether it is any separate party of a consignment sold or the consignment as a whole, the tolerances applicable between Hardjo Central and the third parties from whom it orders Products or parts of Products and those being customary in the business shall apply.

6. Delivery

6.1. Delivery is “ex-works, Rotterdam, The Netherlands” unless otherwise agreed. If Hardjo Central arranges transportation of the Products, such transportation will be always for the risk of the Buyer.

6.2. Dates of delivery agreed with Hardjo Central are estimates only. Failure to deliver on an agreed date does not entitle the Buyer to any damages or to non-fulfilment by him of any of his own obligations arising from the agreement.

6.3.  Dates of delivery can only be agreed after the conclusion of the agreement and after Hardjo Central have received all items, documents (including licenses and exemptions) and data which are necessary for carrying out the agreement and/or which are to be provided by the Buyer and after any agreed advance payment have been received by Hardjo Central, or any agreed security of payment have been put at its disposal. If on the day of the conclusion of the agreement the Buyer is in arrears with any payment in respect of any other agreement with Hardjo Central, the date for delivery can only be agreed after Hardjo Central have received all that is owed to it in respect of such agreement.

6.4.  Agreed dates of delivery will be adjourned for the amount of time that the implementation of the agreement is delayed by force majeure. Agreed dates of delivery will also be adjourned for the amount of time that the Buyer is later in the fulfilment of any obligation than is agreed to or could reasonably be accepted by Hardjo Central.

6.5. Hardjo Central is entitled to carry out of the agreement according to its own judgement, whether or not by bringing in third parties and whether or not in stages.

7. Risk and transfer of title

7.1. The risk in the Products sold by Hardjo Central rests with the Buyer as from the moment that the Products are delivered in accordance with article 6.1.

7.2. All Products sold and delivered by Hardjo Central remain the property of Hardjo Central until such time as the Buyer have paid in full all that is owed to Hardjo Central in connection with the underlying agreement and/or earlier or later agreements of the same nature, including damages, costs and interest. The Buyer has no right of retention with respect of these Products.

7.3. The industrial intellectual property rights to or in connection with the Products delivered shall remain with Hardjo Central or with third party title-owners and shall never be transferred to the Buyer.

8. Force Majeure

8.1. Hardjo Central is entitled to invoke force majeure if the implementation of the agreement is, in whole or in part, temporarily or not, prevented or impeded, by circumstances reasonably out of its control, including natural disasters, fire, epidemics, war, mobilization, revolution, site or building blockades, strike, specific work interruptions or work-to-rule slowdowns and lockout, transport interruptions, shortage of raw materials or energy, delay in the provision to Hardjo Central of Products or Services ordered from third parties, accidents and interruptions of business operations.

8.2. In the event of force majeure on the part of Hardjo Central, its obligations are suspended. If the force majeure last longer than 90 days, Hardjo Central and the Buyer are both authorized to rescind the non-feasible parts of the agreement by a written declaration, without prejudice to the provision of article 13.2..

9. Acceptance and Inspection

9.1. The Buyer is obligated to take immediate receipt of the Products delivered. All costs of Hardjo Central associated with a failure to take receipt of the Products by the Buyer are for the account of the Buyer, costs of storage and transport included.

9.2. The Buyer is obligated to inspect the quantity of the Products delivered within a reasonable time from the date of delivery. Such a reasonable time shall be no longer than the period quoted in article 10.1. If the Buyer fails to inspect, the quantity of the Products delivered shall be deemed to be approved. The Buyer shall not have the right to reject delivery of Products with a quantity deviating less than 5% from the quantity ordered.

9.3. The Buyer is obligated to inspect the quality of the Products within reasonable time from the date of receipt. Such reasonable time shall be no longer than the period quoted in article 10.3. If the Buyer fails to inspect, the Products shall be deemed to be approved.

10. Shortages, guarantee and claims

10.1.             Claims related to shortages (quantity) must be notified to Hardjo Central in writing within 5 working days fro receipt of the Products delivered, failing with the Buyer’s rights in this respect are deemed to have been waived. In the case of justified complaint made in a timey fashion, Hardjo Central shall, as its option, either arrange for an additional delivery or credit the Buyer in proportion to the extent of the shortage. With respect to shortages, Hardjo Central shall have no further liability than the above obligations.

10.2.             Hardjo Central guarantees the good quality of the Products in conformity with the contract specifications. In case of a justified claim, submitted in a timely fashion, Hardjo Central will at its own option either repair or re-deliver at no cost or credit the Buyer as far as is reasonable in whole or in part for the invoice value of the Products in question. In any event, crediting the Buyer for the invoice value of the Products will be limited to 70% of the invoice value of the Products in question if same are returned to Hardjo Central more than 30 days after the date that the claim arose.

10.3.             In respect of immediately noticeable defects, the Buyer must submit a guarantee claim within 10 days from the receipt of the Products, failing with the Buyer’s rights in this respect are deemed to have waived.

10.4.             Guarantee claims in respect of other defects must be made within 10 days from the date of their discovery, failing which the Buyer’s rights with respect to those defects are deemed to have been waived.

10.5.             All Products that are returned to Hardjo Central for repairs pursuant to a guarantee claim of the Buyer must be submitted together with a statement in writing clearly describing the nature of the problems that have occurred and a RMA number which will be issued by Hardjo Central at the request of the Buyer. Moreover, the Buyer must prepay all costs of returning the Products to Hardjo Central. Hardjo Central shall reimburse such costs in case of a justified claim submitted in a timely fashion.

10.6.             No guarantee rights exist:

1. If directions given by Hardjo Central with respect to, among other things, storage, location, testing, installation, assembly, inspection, maintenance and/or use, have not been precisely followed;
2. If the delivered Products have been used improperly or not in conformity with the agreed to or usual purpose or if the Products have suffered physical damage (e.g. damage to the so-called Circus Diagram; burn-outs of components) or if seals and/or stickers (among which barcode sticker) have been removed or damaged;
3. If without the permission of Hardjo Central the Buyer or third parties not contracted by Hardjo Central carried out work on the Products sold by Hardjo Central;
4. If the Buyer has not fulfilled any of its obligations towards Hardjo Central arising from the underlying agreement, or has not fulfilled them adequately or in time;
5. With regards to Products in respect of which guarantee obligations of Hardjo Central have explicitly been excluded;
6. With respect of defects discovered later than 1 year from the date of delivery.

10.7.             In respect of Products or parts of Products, which Hardjo Central received from third parties, the guarantee granted by Hardjo Central Hardjo to the Buyer will never exceed in nature nor in duration the guarantee obligations granted by those third parties to Hardjo Central. Hardjo Central shall in that case be discharged from the obligations under the guarantee once it has assigned its rights of claims against the third party to the Buyer.

10.8.             Repairs to Products in respect of which no guarantee obligations of Hardjo Central exist shall take place subject to a separate price to be agreed between Hardjo Central and the Buyer.

11. Liability and indemnification

11.1.             Hardjo Central’s liability under the agreement with the Buyer is limited to the fulfilment of the guarantee obligations described in the previous article.

11.2.             Hardjo Central is, therefore, never obligated to pay damages of any nature. An exception exist only if and insofar as the damage is inflicted intentionally or by gross negligence of Hardjo Central or its own employees. Hardjo Central’s liability for loss of profits, consequential or indirect damage is, however, at all times excluded, except in the case of intention on the part of the management of Hardjo Central intself.

11.3.             In all cases which Hardjo Central is obligated to pay damages, these will never be higher than, at its option, either the invoice value of the Products sold whereby or in connection with which the damage caused, or, if the damage is covered by an insurance policy of Hardjo Central, the amount that will actually be paid by Hardjo Central’s liability insurer with respect thereto.

11.4.             Any claim towards Hardjo Central, except those recognized by Hardjo Central, lapses after a period of one year from the time the claim arose.

11.5.             Hardjo Central’s employees or independent contractors brought in by Hardjo Central for the implementation of the agreement can, towards the Buyer, invoke all means of defence afforded by the agreement as if they themselves were party to that agreement.

11.6.             The Buyer will hold and indemnify Hardjo Central, its employees and independent contractors brought in by it for the implementation by of the agreement for each claim by third parties in connection with the implementation by Hardjo Central of the agreement, insofar as those claims are greater than or different from those to which the Buyer is entitled from Hardjo Central.

12. Payment and security

12.1.             Payment without deduction (bank fees, etc.) and in the currency as mentioned in the invoice must take place before delivery unless agreed otherwise. Unless expressly agreed otherwise payment shall be made by wire (no draft, no cheques and the like) into the bank account of Hardjo Central as mentioned in the invoice. Date of payment shall be considered the date that the amounts due have been received in the bank account of Hardjo Central. Hardjo Central has however at all times the right to claim full or partial payment in advance and/or and or to obtain other security for payment.

12.2.             The Buyer relinquishes any right to set off amounts charged by and between parties. Guarantee claims do not suspend the payment obligations of the Buyer.

12.3.             If the Buyer does not pay any amount he owes pursuant of the foregoing, he is in default without notice. As soon as the Buyer is in default on any payment, all Hardjo Central’s remaining claims on the Buyer are due, and the Buyer is immediately in default without notice with respect to those claims. As from the day on which the Buyer is in default, he owes to Hardjo Central late interest of 1,5% per month or part of a month during which the default continues.

13. Suspension and rescission

13.1.             If the Buyer does not fulfil one or more of his obligations, does not fulfil them on the time or adequately, is declared bankrupt, requests (temporary) moratorium, or proceeds with the liquidation of his business, as well as when his assets are attached in whole or in part, Hardjo Central has the right to suspend the implementation of the agreement or to rescind the agreement in whole or in part, without prior notice of default, by written declaration, at its option and always reserving any rights to which it is entitled with respect to compensation for all costs, damage or interest. In these cases all claims of Hardjo Central on the Buyer are immediately and totally due.

13.2.              The Buyer is authorized to rescind the agreement only in the case referred to in article 8.2. of these conditions, and, in the event, only after payment to Hardjo Central of all amounts owed to Hardjo Central at that time, whether or not due.

14. Disputes and applicable law

14.1.             All disputes existing between parties shall be heard exclusively by the Rotterdam District Court, unless the dispute is subject to the competence of a Dutch Cantonal Court (Kantongerecht) or unless Hardjo Central prefers another competent forum.

14.2.             All relations between Hardjo Central and the Buyer are subject to the Dutch law. The applicability of the Vienna Sales Convention is hereby expressly excluded.

14.3.             All judicial and extra-judicial costs of Hardjo Central incurred in connection with the collection of any claim on the Buyer are for the account of the Buyer. The extra judicial costs are deemed to amount to at least 15% of the claim amount.

General conditions applicable for Representation Services acting as AGENT, however expressly inseparable as part of the General Terms and Conditions for the Sales and Delivery, by Hardjo Central b.v., Van der Palmstraat 49, 3022VW Rotterdam, The Netherlands. Hardjo Central b.v. is registered at the Chamber of Commerce: 68323026, Rotterdam

1. General

1.1. These conditions are applied to all offers by and all Representation Agreements with Hardjo Central b.v., Van der Palmstraat 49, 3022VW Rotterdam, The Netherlands, hereinafter referred to as “AGENT”, for the expressly permitted market research, promotion, mediation and sale by Hardjo Central b.v. via and by physical, telephone, printed matter, digital online, of goods and Services (hereinafter: “Products”), belonging to- and delivered by the Grower, Manufacturer or Vendor (hereinafter: “Supplier”) with respect thereto.

1.2. The applicability of conditions of the Supplier, towards customers or other party negotiated and brought in by the AGENT to the Supplier is hereby explicitly excluded towards the AGENT.

1.3. Provisions that deviate from these conditions can be invoked by the Supplier only if and to the extent that AGENT accepts these other provisions in writing.

1.4. The Supplier who has once contracted on the basis of these conditions accepts the applicability of these conditions to all future agreements between him and AGENT.

1.5. If, for any reason whatsoever, any part of conditions applicable for Representation Services or any other accepted condition by the AGENT is invalid, the remainder of the conditions shall remain in force and the parties will, in mutual consultation, provide a regulation in substitution for the invalid stipulation, the purport for which shall be maintained to the maximum extent.

2. All agreements for Representation Services accepted by AGENT and Supplier are documented in advance by a confirmed Vendor’s form, Customers reference form, Chamber of Commerce  registration or any other confirmed document from which such agreement for Representation Services is based on. Such document contains at least the legal company name, address information for billing and delivery and other relevant branches, domicile, registration reference for chamber of commerce and tax, company contact information, authorized personnel to undersign agreements, bank information, achieved certifications of compliancy, required product categories and other relevant information.

2.1.For online agreements for Representation Services accepted by AGENT and Supplier,

Supplier (hereinafter: Vendor or applicant) needs to subscribe or sign up in the following flow:

Sign-up

2.1.1“as a Vendor”; visitor comes in the digital form “Registration form (Online)” including:

*required fieldname “proposed % commission of the net sales price”.

(a clear note stated “*Hardjo Central keeps the right to amend the proposed % commission for final acceptance.”) and;

*required fieldname: Product category

2.1.2.After Vendor fill in the form, accepted the “terms and condition”,

the applicant can submit the sign up application.

2.1.3.After sign up is submitted Vendor receives an email(1st.) to confirm the link within 48 hours.

This notification and welcome email, stating that “account is created”.

In this same email Vendor will have a notice he will receive a link with the proposal for

Representation Services including the  final % commission accepted or amended by

Hardjo Central’s authorized website standby operator (hereinafter: Admin).

From this moment the Vendor’s master-data is a stored.

2.1.4.Vendor can use its username and login instantly and have access into its accounts

“dashboard”. Note: “Uploading of company profile and Products is possible when this

feature is operational, but only online visible when Vendor accepts the proposal for

Representation Services.

Proposal for Representation Services:

2.1.5.When the email(2nd.) arrives with the link to open the proposal for

Representation Services, Vendor clicks with direct access to the online proposal

which is the white text box screen will appear with the draft agreement text and retrieved

fields; company name, address, contact person, product category and proposed % commission.

2.1.6.The proposal for Representation Services agreement, the white text box,

will have 3x click buttons:

1.Download the text including retrieved data. 2. Edit the sign up for the contact details inside the proposal. 3.Submit OK for final acceptance.

This link will be available for another 48hours.

2.1.7.When Submitted with OK Vendor receives an email(3^rd.) notification and welcome email,

stating that “thanks for allowing us to represent the sale of your Products ”.

2.1.8.Vendor can use the username and login instantly and have access into his accounts

“dashboard”. Note: “Uploading of Vendor’s company profile and Products is possible

when this feature is in operation and also visible online.

3. The AGENT keeps the right at all times to buy and sell Products from Supplier on its own behalf and responsibility to act as distributor with pricing against distributors discount and to use its own Terms & Condition for Sale & Delivery inseparable from this set of general conditions applicable for Representation Services or as parts published on its website or as deposited at the chamber of commerce.

4. As part of all agreements for Representation Services is the defined geographical working Territory and which is corporate strategy for Hardjo Central b.v., is Europe, East Europe, Middle East and Africa, abbreviated as EMEA, unless explicitly agreed and defined a larger- or smaller Territory.

5. Parties are free to include their own customers, target customers and trade contacts in all agreements for Representation Services as an explicit duty with due diligence to respect each other’s relationships towards such contacts. 

6. Product & Service categories delivered by Supplier, involved in each agreement for Representation Services are clearly named in the contract.

7. The Supplier will remain responsible at all times for its Products compliancy to rules, regulations and Products requirements in the target markets the AGENT is permitted to represent.

Any effort from the AGENT to match compliancy described as such are considered for billing towards the Supplier after mutual agreement in writing.

8. In each agreement for Representation  Services the Supplier appoints AGENT to a non-exclusive Representative for the Territory in order to identify, develop and acquire new business for the “Product Categories” defined Products and Services, with customers in the Territory, except agreed Excluded Customers or Target Customers from Supplier.

9. In each agreement for Representation Services the duties and obligations between the AGENT and Supplier defined.

9.1.The AGENT shall carry out its duties without binds of subordinations: the Supplier grants

AGENT the utmost liberty in executing his mandate.

The AGENT is responsible for any labour tax, insurance and social contribution charges

whatsoever regarding its activities. Incidental declaration supplied by the Supplier following the

AGENT’s request shall not, in any way, modify the AGENT’s judicial situation being an

independent entity.

9.2.The AGENT agrees to use its diligent best efforts to identify, develop and acquire new business

for Supplier in the Territory.

9.3.The AGENT will make sure, that its sales personnel will be educated on Supplier’s

Products, services and sales & marketing strategies in order to be able to represent

Supplier in a competent way in the Territory.

9.4.The AGENT will report its activities on a regular basis to the Business Manager

of Supplier as determined in regular performance reviews between AGENT and Supplier.

9.5.The AGENT will work closely with Supplier’s financial, marketing, engineering and logistic

team to propose the best solution to the customer.

9.6.The AGENT will manage new business opportunities for the Supplier including uncovering

of project details, coordination of sampling process, follow up of agreed action items,

reporting and budgetary pricing during the acquisition phase.

9.7.The AGENT is allowed to use the Supplier’s logo’s and brands on own publications upon prior

 approval by Supplier.

9.8.The Supplier will provide the AGENT with appropriate sales training, collateral and sales tools

 in order to allow the AGENT to competently execute the agreement for Representation Services

 in the Territory.

9.9.The Supplier’s marketing, engineering and logistic team will support AGENT in order to make

detailed proposals to customers for new opportunities.

This may include joined customer meetings if the business opportunity justifies the effort.

9.10.The Supplier will support AGENT with access to a free or loan customer sample process

for the purpose of new business acquisition unless agreed otherwise.

9.11.The Supplier will pay the AGENT Commission based on a Percentage of the Net Sales

for all new business identified, developed and acquired by the AGENT during the

execution of the agreement for Representation Services.

This % commission is stated in the mutual accepted agreement.

Commission is payable independently of bill-to and ship-to address of that business.

In order to verify the payments, the Supplier will provide AGENT with a

Sales-Report for the business acquired by AGENT on a monthly basis.

10. Compensation, Commission, Payments

10.1.The commission Rate for all new and repeat business is stated in each agreement for

Representation Services, as of net point of Sales Revenue for all Supplier’s Products and

Services.

Based on Mutual agreement confirmed in writing the amount of commission can be reduced up to a minimum not lower than 3% for special projects and strategic customers.

10.2.The Commission should be only applied to Projects of Accounts registered in advance and

      authorized by Supplier as AGENT developed Accounts.

10.3.Commission for projects outside of the defined Territory should be applied to Projects and

agreed in advance by the Supplier or AGENT as AGENT developed Accounts.

10.4.Commission will be given to AGENT within maximum 15 days after the Supplier had received

the full payment from the end customer.

11. Validity and Termination of agreement for Representation Services

11.1.The duration of an agreement will be set for 1 year, unless agreed otherwise, but not less

than 6 months, starting as per date Supplier and AGENT confirmed said agreement for acceptance.

After the agreed period for the agreement it will automatically be prolonged for another equal period if not terminated before in writing by either party. The first 3 months of the agreement are considered to be an evaluation period in which each party can terminate the agreement with a notification period of 30 days. After this evaluation period the notification period for termination of the contract will be 90 days before the agreed contract duration and will be extended by 30 days for each year the agreement is in place up to a maximum of 180 days.

11.2.In case of termination of an agreement for Representation Services,

the commissionable business generated by AGENT will be paid for a period equal to the

valid notification period after the effective date of termination.

11.3.In case of a termination of the agreement for business with automotive customers,

construction building, food processing customers and agriculture customers,

the commission will be paid until the end of the mass production or finished construction

building at the end-client, for all programs acquired by AGENT (running business and confirmed

design wins). For those programs AGENT will also maintain the service of the agreement in order

to secure the continued service to the customer.

12. Confidentiality out of an agreement for Representation Services

12.1.             All information and business secrets declared as ‘confidential’ during the execution of an agreement will be keep confidential by each other party until this information becomes public knowledge. After Termination of an agreement for Representation Services the confidentiality will be kept for at least 24 month after the effective date of termination of the said agreement.

13. Governing law

13.1.             Like this set of Terms and Conditions for Representation Services are an inseparable part of the General Terms and Conditions for the sales and delivery of Hardjo Central b.v., any agreement for Representation Services shall be governed by and construed according to the laws of The Netherlands.