General Terms and Conditions | Freba B.V.

Dit is een vertaling van de Nederlandse versie, de Nederlandse versie is leidend
This is a translation of the Dutch version; the Dutch version is legally binding.

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always written with an initial capital letter, are used with the meanings set out below.

Freba: the private limited liability company Freba B.V., the user of these general terms and conditions, having its registered office at Schepenstraat 21, 6095 AP in Baexem, registered in the Dutch Commercial Register under Chamber of Commerce number 70020809.

Customer: any natural or legal person with whom Freba has concluded or intends to conclude an Agreement.

Consumer: a Customer, being a natural person, not acting for purposes falling within his professional or business activities.

Parties: Freba and the Customer jointly.

Agreement: any agreement between the Parties under which Freba has undertaken towards the Customer to supply Products and/or perform Work.

Distance Agreement: an Agreement concluded between Freba and a Consumer within the framework of an organised system for distance contracting without the simultaneous physical presence of Freba and the Consumer, and in which, up to and including the moment at which the Agreement is concluded, exclusive use is made of one or more means of distance communication, which in any event includes the situation in which the Consumer concludes an Agreement via Freba's webshop or via eBay. An Agreement is therefore not a Distance Agreement if no organised system for distance contracting is used for its conclusion, for example if the Consumer looks up Freba's contact details on the internet and subsequently concludes an Agreement by e-mail or by telephone.

Products: the new or used goods to be supplied by Freba to the Customer under the Agreement, which may include, without limitation, PLCs, HMI operating panels, frequency converters (drives), power supplies, control components, displays, cables and other industrial automation parts and spare parts.

Work: the investigation, diagnostic, repair and/or overhaul activities to be carried out by or on behalf of Freba under the Agreement.

In Writing: communication in writing, communication by e-mail, via WhatsApp or by any other means of communication which, in view of the state of the art and generally accepted standards, may be equated therewith.

ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to every offer made by Freba, to every Agreement and to all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Customer is expressly rejected.
3. The provisions of these general terms and conditions may only be deviated from expressly and In Writing. If and insofar as what the Parties have expressly agreed In Writing deviates from the provisions of these general terms and conditions, what the Parties have expressly agreed In Writing shall prevail.
4. The annulment or nullity of one or more of the provisions of these general terms and conditions or of the Agreement as such does not affect the validity of the remaining provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to agree a replacement arrangement in respect of the affected provision. In doing so, the purpose and intent of the original provision shall be observed as far as possible.
5. If these general terms and conditions are available in several languages, the Dutch text shall always be decisive for the interpretation of the provisions contained therein and for the assessment of their content and purport.

ARTICLE 3. | OFFERS AND FORMATION OF AGREEMENTS

1. Every oral or Written offer made by Freba, including its quotations, price quotes, cost indications and other proposals, is made without obligation, unless the offer expressly states otherwise. Freba may still revoke its non-binding offer immediately, or at least as soon as possible, after the Customer has accepted it.
2. If an offer from Freba is based on information provided by the Customer, the Customer warrants the accuracy and completeness of that information. Freba is never liable for any damage arising as a result of incorrect or incomplete information provided by the Customer.
3. Obvious errors and mistakes in an offer from Freba, including obvious errors and mistakes in an online product listing, price statement, stock statement or product description, do not bind Freba.
4. Every Agreement is concluded, without prejudice to the provisions of paragraph 1, at the moment the Customer accepts Freba's offer, in the manner designated by Freba for that purpose, if any. If the Customer's acceptance deviates from Freba's offer, the Agreement is not concluded in accordance with that deviating acceptance, unless Freba indicates otherwise.
5. In the case of Work, if prior investigation or diagnosis is required, the Customer first owes the agreed investigation costs. The actual repair or overhaul work is only carried out after the Customer has agreed to the price quote provided by Freba for that purpose.
6. If, following an orally concluded Agreement, Freba provides the Customer with a Written confirmation thereof, that confirmation is deemed to reflect the Agreement correctly and completely, unless the Customer has submitted a substantiated Written complaint in this respect within two working days of receipt of the confirmation.
7. If the Customer concludes the Agreement in the name of another natural or legal person, he declares by entering into the Agreement that he is authorised to do so. In addition to that (legal) person, the Customer is jointly and severally liable for the performance of the obligations under that Agreement.

ARTICLE 4. | RIGHT OF WITHDRAWAL IN THE CASE OF DISTANCE AGREEMENTS

1. Subject to the remaining provisions of this article and in particular the provisions of paragraph 2, the Consumer may withdraw from a Distance Agreement without giving reasons up to 14 days after the Products have been delivered to the Consumer. If the Distance Agreement exclusively provides for the performance of Work, the cooling-off period commences on the day the Agreement is concluded.
2. The Consumer has no right of withdrawal in the case of:
   • a Distance Agreement for the performance of Work, after completion of that Work, if performance commenced with the Consumer's express prior consent and the Consumer declared that he waives his right of withdrawal as soon as Freba has performed the Agreement;
   • a consumer sale concerning the supply of Products manufactured, adapted or assembled according to the Consumer's specifications, which are not prefabricated and which are manufactured or adapted on the basis of an individual choice or decision by the Consumer, or which are clearly intended for a specific person;
   • a Distance Agreement in respect of which the right of withdrawal is excluded or does not apply on other grounds pursuant to Section 6.5.2B of the Dutch Civil Code.
3. Work is only performed during the cooling-off period at the express request of the Consumer.
4. The Consumer may withdraw from the Distance Agreement by submitting a request to Freba by e-mail, by using the withdrawal button on Freba's website, or by using the model withdrawal form offered by Freba. As soon as possible after Freba has been notified of the Consumer's intention to withdraw from the Distance Agreement, and provided the conditions of this article have been met, Freba will confirm the withdrawal to the Consumer by e-mail.
5. In the case of Products that have been delivered, the Consumer must handle the Products concerned and any packaging thereof with care during the cooling-off period. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The principle here is that the Consumer may only handle and inspect the Products as he would be permitted to do in a physical shop.
6. If the Consumer exercises the right of withdrawal, he shall return the Products concerned to Freba undamaged, with all accessories supplied and, if possible, in their original condition and packaging, to the return address indicated by Freba.
7. The Consumer is liable for any diminished value of returned Products resulting from handling the Products beyond what is permitted under paragraph 5. Freba is entitled to charge this diminished value to the Consumer, whether or not by offsetting it against any payment already received from the Consumer.
8. For Work already performed following a request in accordance with paragraph 3, the Consumer owes Freba an amount proportionate to that part of the Work that Freba has performed at the time the right of withdrawal is exercised. The proportionate amount owed by the Consumer to Freba is calculated on the basis of the total price as expressly agreed.
9. Products must be returned within 14 days after the Consumer has withdrawn from the Distance Agreement in accordance with paragraph 4.
10. The costs of returning Products are borne by the Consumer.
11. Freba will refund any payment already received from the Consumer, less any diminished value and any costs referred to in paragraph 8, as soon as possible and in any event within 14 days of withdrawal, provided that any Products to be returned have been received back by Freba, or that the Consumer has demonstrated that the Products have in fact been sent back.
12. If the right of withdrawal is exercised in respect of only part of the order, any delivery costs initially paid by the Consumer are not eligible for refund or waiver.

ARTICLE 5. | CANCELLATION OF THE AGREEMENT OTHER THAN ON THE BASIS OF ARTICLE 4

1. If the Customer cancels the Agreement other than on the basis of Article 4, the Customer is obliged to compensate the damage actually suffered by Freba. This damage is understood to mean the full loss of turnover suffered by Freba, less any savings resulting from the cancellation.
2. The provisions of the previous paragraph do not affect Freba's right, at its own discretion, to agree to cancellation on different terms. The Customer cannot derive any rights for other cases from earlier or incidental lenient treatment of a cancellation.
3. Insofar as an Agreement has been concluded via eBay and the Customer makes use of a cancellation or return option offered by eBay that applies mandatorily to the transaction concerned, the cancellation will be handled in accordance with the applicable eBay rules.

ARTICLE 6. | THIRD PARTIES

1. Freba is entitled to entrust the performance of the Agreement in whole or in part to third parties and thus to involve third parties in the performance of the Agreement. In particular, Freba is entitled to have the Work carried out by specialised external repairers.
2. These general terms and conditions are also stipulated for the benefit of any third parties whom Freba involves in the performance of the Agreement. Consequently, insofar as the right to performance of the provisions cannot by their nature or purport be reserved exclusively to Freba, those third parties may invoke the provisions of these general terms and conditions against the Customer, and the provisions of these general terms and conditions also apply in respect of those third parties, all as if they were themselves party to the Agreement in place of Freba.

ARTICLE 7. | OBLIGATIONS OF THE CUSTOMER IN GENERAL

1. The Customer warrants that he will provide Freba, whether or not at Freba's request, with all information reasonably relevant to the design and performance of the Agreement, in good time, in full and in the manner prescribed by Freba, if any. The Customer warrants the accuracy of this information.
2. The Customer must at all times give Freba all cooperation required for the performance of the Agreement. The Customer shall take all reasonable measures to optimise the performance of the Agreement.
3. Prior to the performance of the Work, the Customer must inform Freba fully and truthfully of all circumstances that may be relevant to the performance of the Agreement, including the technical condition of the item to which the Work relates, earlier repairs, overhauls, modifications, defects, deviations, malfunctioning, wear, transport damage and other particular risks or circumstances that may affect the performance of the Work or the soundness of the result.
4. If the Customer does not provide the information referred to in the previous paragraphs, or does not provide it in good time or correctly, the resulting damage, delay and costs are entirely for the account and risk of the Customer.
5. In order to enable the Work to be performed in good time, the Customer warrants that he will make the item to which the Work relates available to Freba at the agreed time and place, and that he will take receipt of or collect it again in good time after completion of the Work.
6. The Customer must follow any instructions provided by Freba regarding use, installation, connection and other matters in relation to Products and Work performed.

ARTICLE 8. | PERIODS AND DEADLINES

1. All performance and/or delivery periods to which Freba has committed itself towards the Customer are indicative, non-final periods. Freba is not in default until after the Customer has given Freba Written notice of default, stating a reasonable period for performance, and Freba is still failing to perform after expiry of that period. A mere exceeding of a period therefore does not entitle the Customer to dissolve the Agreement or to any other compensation.
2. A period for the performance of Work may also depend on the availability and delivery time of the required parts and on the scheduling of the specialised repairers engaged by Freba.
3. Provided that the default reasonably justifies this, Freba's default entitles the Customer to dissolve that part of the Agreement to which the default relates, but never to any additional or substitute compensation for damages, except insofar as the law mandatorily provides otherwise for the benefit of the Consumer.

ARTICLE 9. | DELIVERY, TRANSPORT, ACCEPTANCE AND TRANSFER OF RISK

1. Delivery of the Products takes place by delivery to the delivery address specified by the Customer, unless it has been expressly agreed In Writing that the Products will be collected by the Customer at a location designated by Freba.
2. Freba determines the method of dispatch and the carrier to be engaged, unless expressly agreed otherwise In Writing.
3. The risk of loss, damage or other diminution in value of the Products passes to the Customer at the moment the Products are taken receipt of by or on behalf of the Customer (including by a carrier engaged by him).
4. Transport of an item to which the Work relates from the Customer to Freba takes place at the expense and risk of the Customer.
5. Transport of the item referred to in the previous paragraph from Freba to a repairer engaged by Freba, and from that repairer back to Freba, takes place at the expense and risk of Freba.
6. The return shipment of an item on which Work has been performed from Freba to the Customer takes place at the expense and risk of Freba, unless the Customer has engaged a carrier for this purpose.
7. If the Products or an item on which Work has been performed could not be delivered or collected as a result of a circumstance attributable to the Customer, Freba is entitled, without prejudice to the remaining provisions of these general terms and conditions, to store them at the Customer's expense, without prejudice to the Customer's obligation to pay the agreed price and any additional costs already incurred.
8. If Freba incurs additional costs in applying the previous paragraph, such as costs in connection with storage, return shipment or repeated delivery attempts, these costs are additionally borne by the Customer.
9. Transport costs are borne by the Customer, unless expressly agreed otherwise In Writing, on the understanding that, before an Agreement is concluded with a Consumer, the total price and the transport costs to be charged by Freba are stated.
10. Any import duties, customs charges, taxes, clearance costs and other import levies imposed in the country of destination or otherwise by third parties are entirely borne by the Customer. Before an Agreement is concluded with a Consumer, the total price is stated, including VAT and any additional costs to be charged by Freba, but excluding any import duties, customs charges, taxes and other import levies payable by the Consumer directly to third parties.

ARTICLE 10. | PERFORMANCE OF WORK

1. The Customer sends or brings the item to which the Work relates to Freba.
2. Where the cause of a defect cannot be established immediately, Freba states in advance which investigation costs are payable. Freba is not obliged to commence the investigation or diagnosis before the Customer has agreed to these costs.
3. After the investigation or diagnosis has been carried out, the Customer receives, insofar as repair or overhaul is possible and appropriate, a price quote for the actual repair or overhaul work.
4. The actual repair or overhaul work is only carried out after the Customer has expressly agreed to the price quote.
5. If, during the performance of the Work, additional defects are identified or additional work proves necessary that is not included in the agreed price quote, Freba will notify the Customer thereof. This additional work is only carried out after the Customer has agreed to it.
6. If the Customer does not agree to the proposed repair, overhaul or additional work, the agreed investigation costs, costs already incurred and any costs of parts ordered with the Customer's consent or which cannot be returned remain payable by the Customer.
7. Freba is entitled to use new, used or reconditioned parts in performing the Work, depending on what has been agreed with the Customer and the availability of suitable parts.
8. Replaced parts are only returned to the Customer if this has been expressly agreed In Writing in advance and return is actually possible.

ARTICLE 11. | INSPECTION AND COMPLAINTS IN THE CASE OF PRODUCT SALES

1. A Customer who is not a Consumer must, at the moment of delivery of the Products, or at least immediately thereafter, examine whether the goods delivered conform to the Agreement and are free from externally perceptible damage, defects, inaccuracies or shortfalls.
2. A Customer who is not a Consumer must also, before putting the Products into use, examine whether the Products delivered conform to the Agreement in terms of, among other things, type, version, part number, quantity, technical characteristics and external condition, and are suitable for the use intended by the Customer.
3. Any shortcomings, damage, defects, inaccuracies or shortfalls that are visible or otherwise reasonably noticeable at the time of the inspection referred to in the previous paragraphs must be reported to Freba immediately, and in any event within seven days of delivery, In Writing and with reasons.
4. Putting a Product into use, processing, onward supply, installation or assembly by or on behalf of a Customer who is not a Consumer counts as acceptance of the Product, insofar as any defects, deviations or shortcomings could reasonably have been discovered by careful inspection before that use, processing, onward supply, installation or assembly.
5. A Consumer can no longer invoke the fact that a consumer sale does not conform to the Agreement if he has not complained to Freba within a reasonable time after discovering the defect, whereby a period of two months after discovery is in any event timely.
6. If the Customer does not complain in good time or in accordance with the previous paragraphs, no obligation or liability whatsoever arises for Freba from such a complaint by the Customer.
7. The Customer must enable Freba to investigate a complaint and must, at Freba's request, make the Product concerned available to Freba for inspection.
8. Even if the Customer complains in good time, the Customer's obligation to pay the agreed price in good time continues to apply, except insofar as the law mandatorily provides otherwise for the benefit of the Consumer.

ARTICLE 12. | INSPECTION AND COMPLAINTS IN THE CASE OF PERFORMANCE OF WORK

1. Upon return of the item on which the Work has been performed, the Customer must immediately examine whether the Work has been carried out properly. The Customer must also, upon return of the item, immediately examine whether damage to the item has arisen during the period in which the item was held by Freba or by a repairer engaged by Freba.
2. Complaints regarding defects in the Work performed or damage to the item that are visible or otherwise noticeable upon return must be reported to Freba immediately upon return, and in any event within seven days thereafter, In Writing and with reasons.
3. In the case of defects in the Work performed that could not reasonably have been discovered by careful and timely inspection, a Customer who is not a Consumer must notify Freba thereof as soon as possible, and in any event within seven days of discovery, In Writing and with reasons.
4. In the case of damage to the item, the Customer must make it plausible that this damage was not present at the time the item was made available before the Work commenced.
5. If the Customer does not complain in good time, no obligation or liability whatsoever arises for Freba from such a complaint by the Customer, except insofar as the law mandatorily provides otherwise for the benefit of the Consumer.
6. The Customer must enable Freba to investigate a complaint and must, at Freba's request, make the item concerned available to Freba for inspection.
7. Even if the Customer complains in good time, the Customer's obligation to pay the agreed price in good time continues to apply, except insofar as the law mandatorily provides otherwise for the benefit of the Consumer.

ARTICLE 13. | WARRANTY AND CONFORMITY

1. A warranty on Work performed by or on behalf of Freba or on Products supplied is only granted if and insofar as this has been expressly agreed In Writing. If no express Written warranty has been agreed, no contractual warranty is granted.
2. The provisions of the previous paragraph apply on the understanding that a warranty granted by Freba does not affect the mandatory statutory rights and claims that Consumers may assert against Freba in the context of a consumer sale.
3. In relation to Customers who are not Consumers, Articles 7:17 et seq. of the Dutch Civil Code are excluded.
4. If a timely complaint by a Customer who is not a Consumer concerning a shortcoming that was visible on delivery or reasonably discoverable within the applicable inspection period proves to be well founded, Freba is obliged, at its own discretion, solely to repair or replace the Product concerned or to supply what is missing. Freba is not obliged to any other performance or compensation, except if and insofar as expressly agreed otherwise In Writing.
5. Freba is not liable, whether on the basis of any warranty, non-conformity or otherwise, for defects in the goods delivered or the Work performed that result from a cause arising after delivery or performance, or from another circumstance not attributable to Freba, including the circumstance that the Customer or a third party has carried out or carries out work on the Product delivered or on the item to which the Work relates other than on Freba's instructions. This also includes, without limitation: external damage, improper or inexpert use, incorrect installation, connection or commissioning, use contrary to the instructions for use, technical specifications or instructions of the manufacturer or of Freba, incorrect combination with equipment or components of third parties, unsuitable supply voltage, overloading, overheating, moisture, dust, contamination, short circuit, electrostatic discharge, transport damage after transfer of risk, and changes to or in connection with the goods delivered. All repair requests and problems must be reported and handled via Freba.
6. Nor is Freba liable, whether on the basis of any warranty or otherwise, if defects or damage result from defects already present before the Work commenced, from age, wear, earlier repairs, overhauls, modifications or material properties of items supplied by the Customer or taken in for repair or overhaul.
7. For a valid appeal to non-conformity or warranty, the Customer must complain to Freba in good time and in accordance with the provisions of Article 11 and Article 12 respectively.

ARTICLE 14. | EXPORT CONTROL, SANCTIONS, END USE AND ONWARD SUPPLY

1. The Customer acknowledges that the Products supplied by Freba and any related software or technology may be subject to national and international export control legislation, sanctions regulations, embargoes and trade restrictions. The Customer warrants that he strictly complies with all applicable laws and regulations, including, insofar as applicable:
   • Regulation (EU) 2021/821 on dual-use items and restrictive measures adopted by the European Union;
   • the US Export Administration Regulations and the sanctions regulations adopted by the Office of Foreign Assets Control;
   • the applicable UK sanctions and export control legislation.
2. The Customer acknowledges that US and UK export control legislation may in certain circumstances also apply outside the United States and the United Kingdom respectively. If Products are wholly or partly of US or UK origin, contain US or UK technology or software, or otherwise fall under US or UK export control legislation, the Customer warrants that he complies with the applicable rules on export, re-export, transfer and diversion.
3. The Customer shall not directly or indirectly sell, lease, transfer, export, re-export, supply onward, trade or otherwise make the Products available to any third party without Freba's prior express Written consent.
4. Freba may only grant the consent referred to in the previous paragraph if:
   • the intended transfer or onward supply is permitted under all applicable export control and sanctions regulations;
   • the subsequent purchaser or other third party provides a binding Written declaration in advance confirming that the Products will be used exclusively for civil, peaceful and commercial purposes and will not be supplied, directly or indirectly, to a prohibited destination, sanctioned party or prohibited end user;
   • the Customer imposes all obligations and restrictions arising from this article in full on the subsequent purchaser or other third party as a chain clause, with the obligation to impose these provisions in the same manner on every subsequent purchaser or third party.
5. The Customer shall not, directly or indirectly, export, re-export, resell, transfer, lease, trade or otherwise make available the Products to or for use in the Russian Federation, the Republic of Belarus, Iran or any other destination in respect of which a prohibition or restriction applies under applicable export control or sanctions regulations.
6. The Customer shall not, directly or indirectly, supply or make available the Products to any person, legal person, entity, organisation or end user included on an applicable sanctions list, including the sanctions lists of the European Union, the US SDN List and the UK Consolidated List.
7. The Customer declares that the Products will be used exclusively for civil, peaceful and commercial purposes and will not be used, directly or indirectly, for military purposes, for the development, manufacture or application of weapons or weapons of mass destruction, for nuclear applications, or for any other use that is prohibited or restricted under applicable export control or sanctions regulations.
8. The Customer declares that he is the ultimate end user of the Products. If the Customer intends to resell, transfer or otherwise make the Products available to a third party, he warrants that he acts strictly in accordance with the provisions of paragraphs 3 and 4.
9. At Freba's first request, the Customer must provide all information and documents that Freba reasonably deems necessary in order to investigate or demonstrate the identity of the Customer, the ultimate beneficial owner, the end user, the destination, the end use and compliance with this article.
10. Freba is entitled to screen the Customer, the ultimate beneficial owner, the end user and other parties involved in the transaction against applicable sanctions lists and to conduct further investigation into the destination and intended end use of the Products.
11. If Freba, the Bureau of Industry and Security, the Office of Foreign Assets Control, the Office of Financial Sanctions Implementation, the Dutch Central Import and Export Office (Centrale Dienst voor In- en Uitvoer) or any other competent government authority informs the Customer that the Products fall or may fall under a catch-all provision, end-user control, end-use control or other export restriction, the Customer must immediately cease any further sale, transfer, onward supply, export, re-export or making available.
12. The Customer must immediately notify Freba In Writing of any circumstance that may indicate a breach or possible breach of this article, including uncertainty regarding the end user, the destination or the end use, a request for delivery to a different destination, or a suspicion of diversion or sanctions evasion.
13. If the Customer does not provide the information or documents referred to in this article, or does not provide them in good time or in full, or if Freba reasonably suspects that performance of the Agreement, use or onward supply of the Products may conflict with applicable export control or sanctions regulations, Freba is entitled to suspend performance of the Agreement, to refuse delivery, or to dissolve the Agreement in whole or in part with immediate effect, without being liable for any compensation.
14. Any breach of this article constitutes a material shortcoming entitling Freba to dissolve the Agreement in whole or in part with immediate effect and to suspend or refuse further deliveries, without Freba being liable for any compensation.
15. The Customer indemnifies Freba against all claims from third parties, government authorities and other parties, as well as against all fines, damage, operational losses, costs and legal expenses arising from a breach of this article by the Customer or by a subsequent purchaser, end user or other trading partner of the Customer.

ARTICLE 15. | FORCE MAJEURE

1. Freba is not obliged to perform any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a juridical act or generally accepted standards (force majeure). Force majeure is understood to mean, in addition to what is understood by it in legislation and case law, all external causes over which Freba has no influence and which render further performance of the Agreement impossible or seriously more difficult, including fire, flooding, epidemics, riots, civil unrest, terrorism, war, threat of war, sanctions, embargoes, export or import restrictions, transport problems, failure to receive required Products or parts, equipment failures, delays on the part of suppliers and shortcomings of third parties engaged by Freba that are not attributable to Freba.
2. If the force majeure situation makes performance of the Agreement permanently impossible, or continues or will continue for more than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If, at the onset of the force majeure situation, Freba has already partly fulfilled its obligations, or can only partly fulfil its obligations, Freba is entitled to invoice the part already performed, or the part that can still be performed, separately, as if it were an independent Agreement.
4. Damage arising as a result of force majeure is, without prejudice to the provisions of the previous paragraph, never eligible for compensation.

ARTICLE 16. | SUSPENSION AND DISSOLUTION

1. Freba is entitled to suspend further performance of the Agreement if and for as long as the Customer fails to perform his obligations under the Agreement that are already due and payable, including the provisions of these general terms and conditions.
2. Freba is entitled to dissolve the Agreement in whole or in part with immediate effect if the Customer does not perform his obligations under the Agreement, or does not perform them in good time or in full. If performance of the obligations in respect of which the Customer is in default is not permanently impossible, the right to dissolve only arises after Freba has given the Customer Written notice of default, stating a reasonable period within which the Customer may still perform his obligations, and performance has still not taken place after expiry of that period. The provisions of the previous sentence do not apply if Freba must infer from a communication of the Customer that the Customer will permanently fail to perform.
3. The provisions of the previous two paragraphs apply unless the Customer's shortcoming, given its special nature or minor significance, does not reasonably justify such suspension or dissolution and its consequences.
4. Unless the Customer has already fully performed his payment obligations towards Freba, Freba is entitled to dissolve the Agreement in whole or in part with immediate effect if the Customer is declared bankrupt, has applied for provisional suspension of payments, any attachment has been levied on his assets, or he is otherwise unable to dispose freely of his assets.
5. Freba is further entitled to dissolve the Agreement in whole or in part if circumstances arise of such a nature that performance of the Agreement is impossible or that its unaltered continuation cannot reasonably be required of Freba.
6. The Customer is never entitled to any form of compensation in connection with the right of suspension and/or dissolution exercised by Freba pursuant to this article.
7. If the ground that led to the suspension or dissolution of the Agreement is attributable to the Customer, Freba is entitled to compensation from the Customer for the damage Freba suffers as a result.
8. If Freba dissolves the Agreement pursuant to this article, all outstanding claims against the Customer become immediately due and payable.

ARTICLE 17. | PRICES AND PAYMENT

1. Prices offered by Freba are based on the facts and circumstances known to it at the moment it offered them to the Customer. If, between the moment the Agreement is concluded and the moment of performance, increases occur in cost-determining factors, such as increases in purchase prices, parts prices, transport costs, import levies or exchange rates, Freba is entitled to pass on these price increases to the Customer, on the understanding that a Consumer is for that reason entitled to dissolve the Agreement if the price increase takes place within three months of the conclusion of the Agreement and Freba then expressly indicates that it does not wish to perform the Agreement under the originally agreed price conditions. The Consumer's right to dissolve the Agreement does not apply if the price increase results from increases in VAT or other government levies.
2. In the case of advance payment, Freba is not obliged to commence performance of the Agreement until the advance payment due has been received by Freba.
3. Payment must be made using (one of) the payment method(s) offered for that purpose, at the time indicated or within the period stated. In the case of bank transfer, Freba applies a payment term of 30 days from the invoice date, but may deviate from this in individual cases, such as in the case of advance payment.
4. Payment must be made without any reliance on suspension or set-off, all insofar as the law does not mandatorily provide otherwise for the benefit of the Consumer.
5. Freba is entitled to make any invoices available to the Customer solely by e-mail.
6. If the Customer liquidates his business or transfers it to a third party, is declared bankrupt, has applied for provisional suspension of payments, any attachment has been levied on his assets, or he is otherwise unable to dispose freely of his assets, the claims against the Customer become immediately due and payable.
7. If timely payment is not made, the Customer is in default by operation of law. From the day the Customer's default commences, the Customer owes interest of 2% per month on the outstanding amount, whereby part of a month counts as a full month. Contrary to the previous sentence, the statutory interest applicable at the time of the payment default applies instead of the contractual interest referred to there if the Customer is a Consumer. In relation to Consumers, however, default does not commence until after the Consumer has, following failure to pay, been sent a free Written reminder granting a period of 14 days in which to still make payment, and payment has not been made within that period.
8. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred in obtaining the amounts owed by the Customer, are borne by the Customer. In relation to Consumers, extrajudicial collection costs are not charged in breach of the Dutch Collection Costs Act (Wet Incassokosten).

ARTICLE 18. | LIABILITY AND INDEMNIFICATION

1. The Customer bears the damage caused by inaccuracies in the information provided by the Customer, by any other shortcoming in the performance of the Customer's obligations arising from the law or the Agreement, and by any other circumstance that cannot be attributed to Freba.
2. Freba is not liable for damage arising from defects already present before the Work commenced, from technical, structural or material shortcomings, hidden defects, age, wear, earlier improper repairs, modifications, incompatibility of components, or other circumstances not caused by Freba and over which Freba has no decisive influence. This also applies if these circumstances only come to light during or after the performance of the Work, unless the damage results from a shortcoming attributable to Freba in the performance of the Work.
3. Freba is never liable for damage resulting from improper or inexpert use of the Product delivered or of the item on which Work has been performed, including incorrect installation, connection or commissioning, incorrect combination with equipment or components of third parties, use with an unsuitable supply voltage, overloading, overheating, moisture, dust, contamination, short circuit, electrostatic discharge, and use contrary to the specifications and instructions provided by the manufacturer or by or on behalf of Freba.
4. Freba is not liable for damage resulting from the unsuitability of a Product for a particular application of the Customer, unless Freba has expressly guaranteed that suitability In Writing.
5. Freba's liability for indirect damage, consequential damage, lost profit, lost savings, lost revenue, loss of turnover, loss of production, damage due to stagnation, diminished goodwill, damage due to business interruption, damage to other equipment, machinery, installations, production lines or property of the Customer or of third parties, and all forms of damage other than those referred to in paragraph 6, on whatever ground, is excluded.
6. The limitations of Freba's liability set out in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness on the part of Freba. Freba is, subject to the limitation referred to in the following paragraph, exclusively liable for direct damage attributable to it. Direct damage is understood to mean exclusively:
   • reasonable costs incurred to establish the cause and extent of the damage, insofar as that determination relates to damage within the meaning of these general terms and conditions;
   • any reasonable costs necessary to bring Freba's defective performance into conformity with the Agreement;
   • reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage within the meaning of these general terms and conditions.
7. If, notwithstanding the remaining provisions of these general terms and conditions, any liability for damage should rest with Freba, this liability is limited to repair or replacement of the Product concerned or to carrying out the Work properly after all. If repair, replacement or carrying out the Work properly after all is not possible or is demonstrably pointless, Freba's liability is limited to the invoice value of the Agreement, or at least that part of the Agreement to which Freba's liability relates. In no event will Freba's liability exceed the amount actually paid out in the case concerned under the liability insurance taken out by Freba, increased by any deductible applicable to Freba under that insurance.
8. In the case of a consumer sale, the limitations in this article do not extend further than is permitted under Article 7:24(2) of the Dutch Civil Code.
9. Without prejudice to the forfeiture periods referred to in Article 11 and Article 12, the limitation period for all legal claims against Freba is 12 months after the claim arises. Contrary to the previous sentence, legal claims and defences available to Consumers that are based on facts which would justify the assertion that a consumer sale does not conform to the Agreement lapse after two years.
10. The Customer indemnifies Freba against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than Freba. If Freba should be held liable by third parties on that basis, the Customer is obliged to assist Freba both in and out of court and to do without delay everything that may reasonably be expected of him in that situation. Should the Customer fail to take adequate measures, Freba is entitled, without notice of default, to do so itself. All costs and damage on the part of Freba and third parties arising as a result are borne in full by the Customer, at his expense and risk.

ARTICLE 19. | RETENTION OF TITLE

1. All Products remain the property of Freba until the Customer has duly performed all his payment obligations under the Agreement concerned.
2. The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.
3. The Customer is obliged to store the Products subject to retention of title with due care and as identifiable property of Freba.
4. If third parties levy attachment on the Products subject to retention of title, or wish to establish or assert rights in respect thereof, the Customer is obliged to notify Freba thereof as soon as possible.
5. The Customer gives unconditional permission to Freba or to third parties designated by Freba to enter all locations where the Products subject to retention of title are located. In the event of the Customer's default, Freba is entitled to repossess the Products referred to here. All reasonable costs connected therewith are borne by the Customer.
6. If, after the Products have been delivered to him by Freba, the Customer has fulfilled his obligations, the retention of title in respect of these Products revives if the Customer fails to perform his obligations under a subsequently concluded related Agreement.

ARTICLE 20. | RIGHT OF RETENTION

1. Freba is entitled to suspend performance of the obligation to hand over the item it holds under the Agreement until Freba's due and payable claim relating to the Work has been paid in full, including any interest and costs.
2. Freba may also exercise the right of retention in respect of what the Customer still owes Freba in connection with earlier Agreements, insofar as the law permits.
3. The costs associated with storing the item during the exercise of the right of retention are borne by the Customer.

ARTICLE 21. | FINAL PROVISIONS

1. Freba is entitled at all times to transfer its rights and obligations under the Agreement to a third party, for example in the event of a transfer of its business or a change of its legal form.
2. Every Agreement and all legal relationships arising therefrom between the Parties are governed exclusively by Dutch law.
3. The applicability of the Vienna Sales Convention (CISG) is excluded.
4. The Parties will not resort to the courts before they have made their best efforts to settle the dispute by mutual consultation.
5. Only the competent court within the district of the Limburg District Court (Rechtbank Limburg) is designated to hear any judicial disputes between the Parties at first instance, without prejudice to Freba's right to designate another court having jurisdiction by law. A Consumer is, however, entitled to choose the court having jurisdiction by law within one month after Freba has announced In Writing that it wishes to litigate before the court designated by it.

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