RENTAL AND SALES CONDITIONS AXITOUR

I – RENTAL CONDITIONS

Definitions

In these rental conditions, hereinafter referred to as: “the rental conditions”, the following terms shall have the meanings set out below:

Axitour: the private limited liability company Axitour B.V.,
registered in Spijkenisse;

Lessee: any person to whom Axitour makes or has made an offer to enter into a
rental agreement and/or any person with whom Axitour enters into or has entered into a rental agreement;

Person: natural person, legal entity, or partnership without legal personality;

Parties: Axitour and lessee;

Rental agreement: an agreement between the parties, whereby Axitour undertakes to provide the lessee with one or more items for use and the lessee undertakes to provide consideration to Axitour; any amendment or supplement to
this agreement; and all factual and legal acts in preparation
for and in performance of this agreement, including offers
from Axitour;

Rented property: the item(s) that is/are the subject of the rental agreement;
rental price: the consideration expressed in money that the lessee owes to Axitour for the use of the rented property.

General

2.1 The rental conditions apply to all rental agreements.
2.2 The applicability of any general terms and conditions to which the lessee may refer at any time and in any manner or which may be included in any communication of the lessee, in whatever form, is expressly rejected.
2.3 Provisions that deviate from the rental conditions and/or the rental agreement are only binding if they have been recorded in writing and signed by the parties.
2.4 All provisions in the rental conditions are not only made for the benefit of Axitour, but also for the benefit of its directors and shareholders, respectively all persons employed by Axitour, respectively all persons engaged by Axitour in the performance of a rental agreement, respectively all persons for whose acts or omissions Axitour could be liable.
2.5 If Axitour does not require strict compliance with the rental conditions in a given case, this does not mean that Axitour would lose the right to require strict compliance with the rental conditions in future, whether or not similar, cases.
2.6 If several persons have committed themselves as lessee, they shall always be jointly and severally liable to Axitour, each for the full amount, for all obligations arising from the rental agreement.
2.7 If part of the rental agreement or the rental conditions is void or voidable, this shall not affect the validity of the remaining part of the rental agreement and the rental conditions. In place of the voided or void part, in accordance with the provisions of article 3:42 Dutch Civil Code, that which the parties would have agreed upon had they known of the nullity or voidability shall be deemed to have been agreed.

Offers; formation of rental agreement
3.1 All offers from Axitour are without obligation. Axitour has the right to revoke its offer within 5 working days after receipt of the acceptance. An acceptance by the lessee that deviates, whether or not on minor points, from the offer of Axitour, shall always be regarded as a rejection of this offer and as a new offer from the lessee. A rental agreement is only formed in accordance with this new offer if Axitour confirms this in writing or by electronic means.
3.2 A rental agreement is formed at the moment that (a) 5 working days have elapsed after Axitour has received the acceptance by the lessee and Axitour has not revoked its offer during this period, or (b) Axitour confirms the rental agreement in writing or by electronic means, or (c) Axitour commences performance of the rental agreement.

Making rented property available, inspection, defect
4.1 Unless the parties have agreed otherwise in writing, Axitour engages DHL or another courier to make the rented property available to the lessee at the address indicated by the lessee one or two days before the start of the rental period and to collect the rented property at the said address one day after the end of the rental period. The lessee guarantees during the aforementioned days that the rented property can be made available and can be collected. Insofar as the rented property consists of rechargeable equipment, it is shipped fully
charged. The costs of shipping and return shipping of the rented property are at the expense of the lessee.
4.2 The rented property is made available at the start of the rental and accepted by the lessee in the condition in which it is at that time. This is deemed to be the condition that the lessee may expect from a well-maintained item of the type to which the rental agreement relates.
4.3 Taking into account the provisions of the rental agreement and the rental conditions, there is a defect in the rented property if, given its condition or given a property or other circumstance not attributable to the lessee, it cannot provide the lessee with the enjoyment that the lessee may expect from it when entering into the rental agreement.
4.4 The lessee is obliged to inspect the rented property prior to the use of the rented property to determine whether the rented property is suitable for the agreed purposes of use. If the lessee lacks sufficient expertise, the lessee is obliged to have an expert assist or represent them during the inspection. Axitour is only obliged to inform the lessee of defects known to Axitour that it knows impair the suitability.

Rental price
5.1 Unless the parties have agreed otherwise in writing, the rental price is expressed in euros and the rental price is exclusive of VAT and other taxes and levies.
5.2 The rental price is based on cost-determining factors at the time of entering into the rental agreement. If a change occurs in these factors after entering into the rental agreement but before making the rented property available, without Axitour being able to reasonably influence this, Axitour has the right to pass the resulting costs on to the lessee.
5.3 The rental price does not include compensation for anything other than the use of the rented property. The costs to be incurred in connection with making the rented property available and returning it, including but not limited to the costs of shipping and return shipping of the rented property, are not included in the rental price, unless otherwise agreed in writing. Services to be performed by Axitour for the benefit of the lessee consisting of anything other than the provision of use of the rented property, such as the supply of goods or the provision of
services, will be charged separately to the lessee.
5.4 The rental price is adjusted annually as of January 1 on the basis of the change in the monthly price index figure according to the consumer price index (CPI) series all households (2006 = 100), published by Statistics Netherlands (CBS). The adjusted rental price is calculated according to the formula: the adjusted rental price equals the applicable rental price on the adjustment date, multiplied by the index figure of the calendar month that falls four calendar months before the calendar month in which the rental price is adjusted, divided by the index figure of the calendar month that falls sixteen calendar months before the calendar month in which the rental price is adjusted. This adjustment shall not take place if it would result in a decrease of the most recently applicable rental price, without prejudice to the authority of Axitour to apply an adjustment based on the aforementioned formula as of January 1 of the year following the year in which the adjustment was omitted, and so on annually as of January 1.

Payment
6.1 Payment of the rental price and, if applicable, other amounts owed by the lessee to Axitour, must be made within 14 days after the invoice date or such earlier or later date as agreed in writing. Payment must always be made unconditionally, without discount, deduction, set-off, withholding or suspension, on whatever grounds. The lessee shall not levy any attachment on its own assets.
6.2 Complaints regarding an invoice from Axitour must be made known to Axitour in writing, stating reasons, within 7 days after the date of that invoice, failing which the lessee shall be deemed to have irrevocably accepted the invoice as correct.
6.3 The lessee is, without any notice of default being required, in default upon expiry of the payment term.
6.4 During the period of default, the lessee owes late payment interest on the outstanding claims at a rate of 1% per month or part of a month.
6.5 In the event of extrajudicial collection, the lessee owes, in addition to the principal sum and the late payment interest, the actual collection costs incurred by Axitour. The extrajudicial collection costs amount to at least 15% of the first € 5,000 (with a minimum of € 100), 10% of the excess up to € 10,000, 8% of the excess up to € 20,000, 5% of the excess up to € 60,000 and 3% of the excess above € 60,000.
6.6 The judicial costs shall not be limited to the court costs to be assessed, but shall be borne in full by the lessee if the lessee is found to be wholly or predominantly in the wrong.
6.7 If the lessee fails to perform one or more obligations or if the lessee gives Axitour good reason to fear that the lessee will fail to do so, Axitour is entitled to take back (or have taken back) the rented property at the expense of the lessee. The lessee shall provide full cooperation for this purpose. The lessee hereby waives in advance any rights of retention with respect to the rented property and shall not levy any attachment on the rented property.
6.8 In response to a request to that effect from Axitour, which may be made both prior to and during the rental agreement, the lessee shall prepay the rental price in whole or in part or provide, at the lessee’s own expense, adequate security for the performance of its obligations, for example in the form of a security deposit or bank guarantee. The lessee has no right to set off any amount against the security deposit or bank guarantee.
If the security deposit or bank guarantee is called upon, the lessee shall replenish it to the full amount at Axitour’s first request. Axitour is not obliged to pay any interest on a security deposit.

Intended use, use
7.1 The rented property may only be used for a purpose for which it is suitable by its nature.
7.2 The lessee must use the rented property as a good lessee and personally throughout the entire duration of the rental agreement, in accordance with the intended use and purposes of use that the parties have agreed upon with respect to the rented property.
7.3 The lessee shall observe the oral and written instructions and usage guidelines given by or on behalf of Axitour in the interest of proper use of the rented property.
7.4 The lessee is not permitted to change the nature or composition of the rented property. The lessee is also not authorized to attach items to or remove items from the rented property without prior written consent from Axitour. Axitour may attach conditions to the granting of its consent. Everything that, after obtaining such consent, is mounted on or attached to the rented property by or on behalf of the lessee, or otherwise
affixed thereto, shall thereby become the property of Axitour. Dismantling thereof by the lessee without prior written consent from Axitour is not permitted. To the extent permitted by law, the parties hereby exclude that Axitour owes the lessee any compensation in respect of items attached to or on the rented property by the lessee and/or modifications made to the rented property.

Maintenance, repair and renewal
8.1 All costs of maintenance, repair and renewal that are not the result of normal wear and tear are at the expense of the lessee.
8.2 The parties shall discuss in advance, in good consultation, the days and times on which maintenance and/or repair will take place. During the period of maintenance and repair, the lessee has no right to replacement items.
8.3 The lessee shall immediately notify Axitour in writing of defects in the rented property, providing a precise description of the nature of the defects. The lessee shall give Axitour a reasonable period to commence the repair of the defect, which period shall, except in the event of emergencies, be at least five working days.
8.4 Axitour is never obliged to repair the following defects: defects that the lessee accepted upon entering into the rental agreement; defects attributable to the lessee, its staff members and/or other persons for whom the lessee is liable; defects resulting from careless, incorrect or incompetent use of the rented property or use contrary to the documentation; defects resulting from use of the rented property contrary to its intended use; defects caused by external causes; defects resulting from modifications or additions made to
the rented property by or on behalf of the lessee.
8.5 Axitour is never obliged to repair or reconstruct lost data.
8.6 Axitour shall, where applicable, use its best efforts to repair a defect within a reasonable period. Axitour is always entitled to choose to refrain from repairing a defect and to replace the rented property with other, similar, but not necessarily identical items.

Damage and liability
9.1 The lessee shall take timely appropriate measures to prevent and limit damage to the rented property. The lessee must immediately inform Axitour if such damage occurs or threatens to occur.
9.2 Axitour does not take out insurance with respect to the rented property. From the moment the rented property is made available, whether to the lessee itself or to a third party engaged by the lessee or another person for whom the lessee is liable, until the moment the rented property is returned, whether to Axitour itself or to a third party engaged by Axitour, the risk of theft, embezzlement, disappearance, loss and damage of the rented property is in all cases borne by the lessee, including to the extent that the rented property may actually be in the possession of a third party. The lessee is obliged to insure this risk at its own expense with a reputable insurance company and to keep it insured. The rights of the lessee against the insurer arising from this insurance contract are hereby assigned in advance by the lessee to Axitour.
9.3 The lessee is liable for damage resulting from changes and additions made by or on behalf of the lessee. The lessee indemnifies Axitour against claims from third parties for damage caused by changes and provisions made by the lessee.
9.4 The total liability of Axitour, on whatever grounds, is limited to the amount of the rental price owed by the lessee, exclusive of VAT and other taxes and levies. Axitour is never liable for consequential damage, business damage, stagnation damage, lost profits, missed savings, damage resulting from claims of customers of the buyer, loss of clients, diminished goodwill and reputational damage. In the event of
a defect, the lessee cannot claim rental price reduction, termination of the
rental agreement, suspension or set-off, except for the right of set-off as referred to in article 7:206 paragraph 3 Dutch Civil Code. The lessee indemnifies Axitour against damage claims from third parties and shall reimburse the costs incurred by Axitour in defending against such damage claims.
9.5 The provisions of article 9.4 do not apply in the following circumstances: if the damage or the defect is the direct result of intent or deliberate recklessness on the part of Axitour or its senior management subordinates belonging to its business management; if Axitour knew of a defect at the time of entering into the rental agreement and did not make any further arrangements with the lessee in that regard; if Axitour should have known of a defect at the time of entering into the rental agreement and the lessee could not or should not have been
aware of it.

Ownership
10.1 Without prior written consent from Axitour, the lessee is prohibited from doing or failing to do anything with respect to the rented property that in any way impairs or could impair the ownership right that Axitour or a third party has with respect to the rented property.
10.2 The lessee shall immediately inform a levying bailiff or – in the event of bankruptcy of the lessee, suspension of payment granted to the lessee, or the declaration of applicability of the Dutch Natural Persons Debt Rescheduling Act (“Wsnp”) to the lessee – the trustee or administrator of the ownership right that Axitour or a third party has with respect to the rented property.
10.3 The lessee shall immediately notify Axitour in writing of any attachment on the rented property, providing detailed information about the identity of the attaching party and the reason for the attachment. The lessee is liable to Axitour for all costs and damage in connection with an attachment on the rented property.

Subletting
11.1. The lessee is not authorized to alienate, pledge or otherwise encumber the rented property. Without prior written consent from Axitour, the lessee is not permitted to transfer the rented property in whole or in part to third parties by way of rental, subletting, use or custody.
11.2. If the lessee acts in violation of article 11.1, the lessee shall forfeit to Axitour an immediately payable penalty of € 250, as well as an immediately payable penalty of € 125 for each calendar day that the violation continues. The penalty is due to Axitour without prejudice to all its other rights and claims, including but not limited to: its right to performance of the lessee’s obligations; its right to terminate the rental agreement; and its right to damages under the law.

Duration and termination of rental agreement, return of rented property
12.1 If the rental agreement has been entered into for a fixed term, it will be continued for an indefinite period by operation of law after the expiry of that term if the lessee does not return the rented property to Axitour at the end of the fixed term and Axitour consents to the lessee continuing to use the rented property after the expiry of the fixed term. In that case, the provisions of the rental agreement initially entered into for a fixed term shall continue to apply in full to the continued rental agreement, with the proviso that each of the parties shall have the right to terminate the rental agreement by written notice with a notice period of at least
one week. This notice period also applies to rental agreements entered into for an indefinite period.
12.2 Unless the parties have agreed otherwise in writing, the lessee shall return the rented property to Axitour at the end of the rental agreement, subject to normal wear and tear and aging, in the condition that Axitour may expect from a well-maintained item of the type to which the rental agreement relates, without defects. Article 7:224 paragraph 2, last sentence, Dutch Civil Code does not apply. In the event of a dispute about the condition of the rented property at the start of the rental, the lessee is presumed to have received the rented property in good condition and without defects. Unless the parties have agreed otherwise in writing, the lessee shall hand over the rented property to DHL or another courier engaged by Axitour one day after the end of the rental period. The lessee guarantees during the aforementioned day that the rented property can be collected.
12.3 At the end of the rental agreement, the lessee shall do everything necessary to bring the rented property back into the possession of Axitour. To the extent necessary, the lessee hereby grants Axitour the irrevocable power of attorney to do everything useful and necessary to regain possession of the rented property at the end of the rental agreement. The lessee hereby grants Axitour advance permission to enter (or have entered) the premises where the rented property is located
and to take back (or have taken back) the rented property. The lessee hereby waives in advance any rights of retention with respect to the rented property and shall not levy any attachment on the rented property.
12.4 Within two working days after Axitour has received the rented property back itself, it shall check whether the lessee has correctly fulfilled its obligation to return the property.
12.5 To the extent that the lessee has not timely fulfilled its obligation to return the property, the lessee shall, without prejudice to the provisions of article 12.1, owe Axitour an additional rental price for each day, including part of a day, by which the agreed rental period has been exceeded.
12.6 To the extent that the lessee has not properly fulfilled its obligation to return the property, the lessee shall owe Axitour the costs of repair of the rented property or, if repair is reasonably not possible and/or not justifiable, the replacement value of the defective items according to the then current price list of Axitour, reduced by 15% for each full year that the rented property has been included in the rental fleet of Axitour, with a maximum of 50%.
12.7 To the extent that the lessee has not fully fulfilled its obligation to return the property, the lessee shall owe Axitour the replacement value of the missing items according to the then current price list of Axitour, reduced by 15% for each full year that the rented property has been included in the rental fleet of Axitour, with a maximum of 50%.
12.8 The provisions of articles 12.6 and 12.7 do not affect the lessee’s obligation to pay the rental price.

Early termination of the rental agreement
13.1 Without prejudice to the other rights to which it is entitled under the law and/or the rental agreement and/or the rental conditions, Axitour is authorized, without any notice of default or judicial intervention being required, to terminate the rental agreement in whole or in part by means of a written notice to the lessee if: (a) the lessee fails to perform, fails to timely perform, or fails to properly perform an obligation arising from the rental agreement and/or the rental conditions; and/or (b) Axitour has good reason to fear that the lessee will fail to perform one or more of its obligations; and/or (c) the lessee has been declared bankrupt, its bankruptcy has been filed for, the lessee has been granted, whether provisional or not, a suspension of payment or a request thereto has been made, a statutory debt rescheduling arrangement has been declared applicable to the lessee or a request thereto has been made, the business of the lessee is being liquidated or executory attachment has been levied on the lessee’s assets
or prejudgment attachment that has not been lifted within one month of the date of the attachment. If the default of the lessee under both the law and the rental agreement and the rental conditions only occurs after a notice of default, Axitour shall, in the case referred to under (a), not proceed to terminate the rental agreement in whole or in part until it has sent the lessee a written demand in which a reasonable period for performance has been set and performance within this period has not been forthcoming. In the event of termination of the rental agreement in whole or in part by Axitour, it shall not be obliged to pay any damages and all its claims against the lessee shall be immediately and fully due and payable.
13.2 If Axitour is forced to terminate the rental agreement early, Axitour has the right to bring the rented property back into its possession immediately after the termination of the rental agreement at the expense of the lessee. In that case, the lessee is always obliged to grant Axitour access to the premises where the rented property is located and to provide all other cooperation.
13.3 The lessee is obliged to compensate Axitour for all costs, damages and interest resulting from an early termination of the rental agreement, including in the event of bankruptcy of the lessee, in the event of suspension of payment granted to the lessee and in the event of the declaration of applicability of a statutory debt rescheduling arrangement to the lessee. Such costs and damages include, among other things but not exclusively, the rental price due for the agreed remaining rental term and the extrajudicial and judicial costs as
described in article 5.

Force majeure
14.1 Force majeure (“non-attributable non-performance”) is understood here to mean: any circumstance not attributable to the fault in the subjective sense of Axitour that makes it impossible or practically too burdensome for Axitour to perform its obligation or part thereof or to continue to perform it, including – but expressly not limited to – force majeure and/or breach of contract (“attributable non-performance”) and/or unlawful acts on the part of third parties involved in the performance of the rental agreement, abnormal weather conditions, frost, storm damage and other damage caused by natural forces, strikes, transport difficulties, fire and theft.
14.2 In the event of force majeure, Axitour is entitled to suspend the performance of its obligation or part thereof and the lessee cannot demand performance or damages.
14.3 If the period of force majeure lasts longer than two months, each of the parties is authorized to terminate the rental agreement in whole or in part without being obliged to pay damages, with the proviso that if Axitour has partially performed its obligation before or after the occurrence of the force majeure, it shall always be entitled to a proportionate part of the rental price.
14.4 Axitour also has the right to invoke force majeure if it occurs after Axitour should have performed its obligation.

Penalty
If the lessee, after having been properly given notice of default by Axitour, fails to perform, fails to timely perform, or fails to properly perform an obligation arising from the rental agreement or the rental conditions, the lessee shall forfeit to Axitour, insofar as no specific penalty has been agreed, an immediately payable penalty of € 100 per day for each day that the lessee is in default. The penalty is due to Axitour without prejudice to all other rights or claims, including but not
limited to: its right to performance, its right to terminate the rental agreement and its right to damages under the law.

Non-timely availability
If the rented property is not available on the agreed commencement date of the rental agreement, the lessee shall not owe any rental price until the date on which the rented property is made available to the lessee, and the lessee’s other obligations and the agreed terms shall also shift accordingly. The date of the rental price indexation remains unchanged. Axitour is not liable for any related damage resulting from the delay, unless such damage is the direct result of intent or deliberate recklessness on the part of Axitour or its senior management subordinates belonging to its business management. The lessee cannot (have) the rental agreement terminated in the event of late availability, unless the late availability is the direct result of intent or deliberate recklessness on the part of Axitour or its senior management subordinates belonging to its business management and results in such a delay that the lessee cannot reasonably be expected to maintain the rental agreement unchanged.

Applicable law and competent court
17.1 The legal relationship between the parties is governed by Dutch law.
17.2 Except to the extent that mandatory provisions of law preclude this, all disputes that may arise between the parties in connection with or relating to a rental agreement and/or the rental conditions shall in the first instance be exclusively settled by the competent judge of the Rotterdam District Court, without prejudice to the authority of Axitour to submit a dispute to any other competent court.

II – SALES CONDITIONS

Definitions
In these sales conditions, hereinafter referred to as: “the sales conditions”, the following terms shall have the meanings set out below:

Axitour: the private limited liability company Axitour B.V.,
registered in Spijkenisse;

Buyer: any person to whom Axitour makes or has made an offer to enter into a
sales agreement and/or any person with whom
Axitour enters into or has entered into a sales agreement;

Person: natural person, legal entity, or partnership without legal personality;
parties: Axitour and buyer;

Sales agreement: an agreement between the parties, whereby Axitour undertakes to deliver one or more items and/or to provide a service and/or to perform any other service, not consisting of providing an
item for use, and the buyer undertakes to pay a price in money
to Axitour; any amendment or supplement to this agreement; and all
factual and legal acts in preparation for and in performance of this
agreement, including offers from Axitour;
purchased goods: the item(s) that is/are the subject of the sales agreement.
price: the consideration expressed in money that the buyer owes to Axitour.

General
2.1 The sales conditions apply to all sales agreements.
2.2 The applicability of any general terms and conditions to which the buyer may refer at any time and in any manner or which may be included in any communication of the buyer, in whatever form, is expressly rejected.
2.3 Provisions that deviate from the sales conditions and/or the sales agreement are only binding if they have been recorded in writing and signed by the parties.
2.4 All provisions in the sales conditions are not only made for the benefit of Axitour, but also for the benefit of its directors and shareholders, respectively all persons employed by Axitour, respectively all persons engaged by Axitour in the performance of a sales agreement, respectively all persons for whose acts or omissions Axitour could be liable.
2.5 If Axitour does not require strict compliance with the sales conditions in a given case, this does not mean that Axitour would lose the right to require strict compliance with the sales conditions in future, whether or not similar, cases.
2.6 If several persons have committed themselves as buyer, they shall always be jointly and severally liable to Axitour, each for the full amount, for all obligations arising from the sales agreement.
2.7 If part of the sales agreement or the sales conditions is void or voidable, this shall not affect the validity of the remaining part of the sales agreement and the sales conditions. In place of the voided or void part, in accordance with the provisions of article 3:42 Dutch Civil Code, that which the parties would have agreed upon had they known of the nullity or voidability shall be deemed to have been agreed.

Offers; formation of sales agreement
3.1 All offers from Axitour are without obligation. Axitour has the right to revoke its offer within 5 working days after receipt of the acceptance. An acceptance by the buyer that deviates, whether or not on minor points, from the offer of Axitour, shall always be regarded as a rejection of this offer and as a new offer from the buyer. A sales agreement is only formed in accordance with this new offer if Axitour confirms this in writing or by electronic means.
3.2 A sales agreement is formed at the moment that (a) 5 working days have elapsed after Axitour has received the acceptance by the buyer and Axitour has not revoked its offer during this period, or (b) Axitour confirms the sales agreement in writing or by electronic means, or (c) Axitour commences performance of the sales agreement.

Prices
4.1 Unless the parties have agreed otherwise in writing, prices are expressed in euros and prices are exclusive of VAT and other taxes and levies.
4.2 The prices are based on cost-determining factors at the time of entering into the sales agreement. If a change occurs in these factors after entering into the sales agreement but before delivery of the purchased goods, without Axitour being able to reasonably influence this, Axitour has the right to pass the resulting costs on to the buyer.

Payment
5.1 Payment of invoices from Axitour must be made within 14 days after the invoice date or such earlier or later date as agreed in writing. Payment must always be made unconditionally, without discount, deduction, withholding, set-off or suspension, on whatever grounds. The buyer shall not levy any attachment on its own assets.
5.2 Complaints regarding an invoice from Axitour must be made known to Axitour in writing, stating reasons, within 7 days after the date of that invoice, failing which the buyer shall be deemed to have irrevocably accepted the invoice as correct.
5.3 The buyer is, without any notice of default being required, in default upon expiry of the payment term. If the buyer is in default with any payment, all claims of Axitour against the buyer are immediately and fully due and payable.
5.4 During the period of default, the buyer owes late payment interest on the outstanding claims at a rate of 1% per month or part of a month.
5.5 In the event of extrajudicial collection, the buyer owes, in addition to the principal sum and the late payment interest, the actual collection costs incurred by Axitour. The extrajudicial collection costs amount to at least 15% of the first € 5,000 (with a minimum of € 100), 10% of the excess up to € 10,000, 8% of the excess up to € 20,000, 5% of the excess up to € 60,000 and 3% of the excess above € 60,000.
5.6 The judicial costs shall not be limited to the court costs to be assessed, but shall be borne in full by the buyer if the buyer is found to be wholly or predominantly in the wrong.
5.7 In response to a request to that effect from Axitour, the buyer shall make a full or partial advance payment or provide, at the buyer’s own expense, adequate security for the performance of its obligations, for example in the form of a bank guarantee. The buyer has no right to set off any amount against the bank guarantee.

Delivery time, delivery
6.1 The delivery times stated by Axitour are always approximate and shall never be regarded as strict deadlines.
6.2 Unless otherwise agreed in writing, the purchased goods are delivered from the warehouse of Axitour (“ex works”, in accordance with the latest version of the Incoterms). The risk passes to the buyer as soon as Axitour has made the purchased goods available to the buyer in its warehouse.
6.3 Axitour is authorized, but never obliged, to deliver the purchased goods in installments and to invoice each installment separately.
6.4 The buyer is obliged to take delivery of the purchased goods within 5 days after they have been made available to the buyer. If the buyer fails to take delivery or fails to take timely delivery of the purchased goods, the buyer is in default without notice of default and Axitour is, without prejudice to its other rights, authorized to terminate the sales agreement and to claim damages from the buyer.

Retention of title
7.1 Axitour retains ownership of the purchased goods until the price has been paid in full. The retained ownership also applies to the other claims referred to in article 3:92 paragraph 2 Dutch Civil Code that Axitour has or will obtain against the buyer.
7.2 As long as ownership of the purchased goods has not passed to the buyer, the buyer may not pledge the purchased goods or grant any other right thereon to a third party.
7.3 The buyer undertakes not to assign or pledge claims that the buyer obtains against its customers without prior written consent from Axitour. This prohibition of assignment and pledge has both contractual and proprietary effect. The buyer further undertakes to pledge the claims against its customers at the first request of Axitour in the manner indicated in article 3:239 Dutch Civil Code, as additional security for the performance of its obligations to Axitour on whatever grounds.
7.4 If the buyer fails to perform one or more obligations or if the buyer gives Axitour good reason to fear that the buyer will fail to do so, Axitour is entitled to take back (or have taken back) the purchased goods delivered subject to retention of title at the expense of the buyer. The buyer shall provide full cooperation for this purpose. The buyer hereby waives in advance any rights of retention with respect to the purchased goods and shall not levy any attachment on the purchased goods.
After taking back the purchased goods, the buyer shall be credited for the market value, which in no case can be higher than the original price, reduced by the costs incurred for the taking back and the other damages of Axitour.

Conformity, inspection and complaints
8.1 Except to the extent that the buyer can derive further rights from a factory warranty applicable to the purchased goods, the following rules shall apply with respect to conformity, inspection and complaints.
8.2 Axitour only warrants that the purchased goods are suitable for normal use as indicated in the product description or user manual. Axitour does not warrant that the purchased goods are suitable for a particular use, unless the buyer has informed Axitour before or at the time of entering into the sales agreement of the particular
use intended by the buyer and Axitour has guaranteed in writing that the purchased goods are also suitable for this particular use.
8.3 The buyer is obliged to carefully inspect or have inspected the purchased goods immediately upon delivery to determine whether they conform in all respects to the sales agreement.
8.4 Complaints about visible defects must be reported to Axitour immediately and confirmed in writing within 24 hours, providing a precise description of the nature of the deficiency. Complaints about non-visible defects must be reported to Axitour in writing within 2 days after the defects
have been discovered or should reasonably have been discovered, but no later than six months after delivery, providing a precise description of the nature of the defects. In the event of exceeding the aforementioned complaint periods, the buyer can no longer claim that the purchased goods do not conform to the sales agreement.
8.5 Complaints regarding minor deviations that are customary in the industry or technically unavoidable are inadmissible. Also inadmissible are complaints that are wholly or partially the result of: careless, incorrect or incompetent use; use other than normal use; use contrary to the documentation; external causes; modifications or additions made to the purchased goods by or on behalf of the buyer.
8.6 The buyer shall provide all cooperation necessary for the investigation of the complaint. If the buyer does not cooperate or if investigation is otherwise no longer possible, the complaint is inadmissible.
8.7 If the buyer’s complaint, also in view of the provisions of this article, is well-founded, Axitour shall, after consultation with the buyer, provide one of the following remedies: delivery of the missing items; repair of the purchased goods; replacement of the purchased goods with other similar, but not necessarily identical items; or adjustment of the price. Axitour shall have no other obligation or liability. For full or partial termination of the sales agreement, including price reduction, the approval of Axitour
is required.
8.8 The buyer is obliged at all times to take care of the preservation of the purchased goods as a diligent debtor. The buyer is not free to return the purchased goods before Axitour has agreed to this in writing. If Axitour proceeds to store the purchased goods in the event of a return, this shall be at the expense and risk of the buyer. No approval or acceptance of the return can ever be inferred from such storage.
8.9 If the buyer does not comply with the rules set out in this article and Axitour nonetheless processes a complaint, its efforts shall be regarded as a gesture of goodwill without acceptance of any obligation or liability.
8.10 Any legal proceedings must, on pain of forfeiture of all rights, have been commenced no later than 1 year after timely notification of a complaint.

Suspension, termination
9.1 Without prejudice to the other rights to which it is entitled under the law and/or the sales agreement and/or the sales conditions, Axitour is authorized to suspend its obligation or, without any notice of default or judicial intervention being required, to terminate the sales agreement in whole or in part by means of a written notice to the buyer if: (a) the buyer fails to perform, fails to timely perform, or fails to properly perform an obligation arising from the sales agreement and/or the sales conditions; and/or (b) Axitour has good reason to fear that the buyer will fail to perform one or more of
its obligations; and/or (c) the buyer has been declared bankrupt, its bankruptcy has been filed for, the buyer has been granted, whether provisional or not, a suspension of payment or a request thereto has been made, a statutory debt rescheduling arrangement has been declared applicable to the buyer or a request thereto has been made, the business of the buyer is being liquidated or executory attachment has been levied on the buyer’s assets or prejudgment attachment that has not been lifted within one month of the date of the attachment.
9.2 If the default of the buyer under both the law and the sales agreement and the sales conditions only occurs after a notice of default, Axitour shall, in the case referred to in paragraph 1 under (a) of this article, not proceed to terminate the sales agreement in whole or in part until it has sent the buyer a written demand in which a reasonable period for performance has been set and performance within this period has not been forthcoming.
9.3 In the event of termination of the sales agreement in whole or in part by Axitour, it shall not be obliged to pay any damages and all its claims against the buyer shall be immediately and fully due and payable.

Force majeure
10.1 Force majeure (“non-attributable non-performance”) is understood here to mean: any circumstance not attributable to the fault in the subjective sense of Axitour that makes it impossible or practically too burdensome for Axitour to perform its obligation or part thereof or to continue to perform it, including – but expressly not limited to – force majeure and/or breach of contract (“attributable non-performance”) and/or unlawful acts on the part of third parties involved in the performance of the sales agreement, abnormal weather conditions, frost, storm damage and other damage caused by natural forces, strikes, transport difficulties, fire and theft.
10.2 In the event of force majeure, Axitour is entitled to suspend the performance of its obligation or part thereof and the buyer cannot demand performance or damages.
10.3 If the period of force majeure lasts longer than two months, each of the parties is authorized to terminate the sales agreement in whole or in part without being obliged to pay damages, with the proviso that if Axitour has partially performed its obligation before or after the occurrence of the force majeure, it shall always be entitled to a proportionate part of the price.
10.4 Axitour also has the right to invoke force majeure if it occurs after Axitour should have performed its obligation.

Liability and indemnification
11.1 Without prejudice to the provisions of the above articles, the following rules shall apply with regard to the liability of Axitour for damage suffered by the buyer and/or third parties and with regard to the indemnification of Axitour by the buyer.
11.2 The total liability of Axitour, on whatever grounds, is limited to the amount of the net invoice value of the purchased goods, i.e. the price exclusive of VAT and other taxes and levies and exclusive of any transport and other costs.
11.3 Axitour is never liable for consequential damage, business damage, stagnation damage, lost profits, missed savings, damage resulting from claims of customers of the buyer, loss of clients, diminished goodwill and reputational damage.
11.4 Without prejudice to the provisions of the preceding paragraphs of this article, in the event that Axitour has obtained the purchased goods from a third party, Axitour shall not be liable to the buyer beyond the extent to which said third party is liable to Axitour.
11.5 Axitour is not liable for shortcomings of third parties engaged by it in the performance of the sales agreement.
11.6 To the extent that performance by Axitour is not permanently impossible, liability of Axitour due to an attributable shortcoming in the performance of an obligation only arises if the buyer has promptly given Axitour written notice of default, providing a precise description of the nature of the shortcoming, and has set a reasonable period for remedying the shortcoming, and Axitour continues to attributably fail to perform its obligation after the expiry of that period.
11.7 A prerequisite for the existence of any right to damages is always that the buyer reports the damage in writing to Axitour without delay, but no later than 14 days after the buyer has become aware of the damage or should reasonably have become aware of it.
11.8 Any legal proceedings must, on pain of forfeiture of all rights, have been commenced no later than 1 year after timely notification of the damage.
11.9 The buyer must indemnify Axitour against any form of liability that could rest on Axitour vis-a-vis third parties with respect to the purchased goods. The buyer must reimburse Axitour for the reasonable costs of defense against claims from third parties.
11.10 Axitour shall not invoke a limitation of its liability, and the buyer shall not be obliged to indemnify Axitour, to the extent that the damage is the direct result of intent or deliberate recklessness on the part of Axitour or its senior management subordinates belonging to its business management.
11.11 The above rules do not apply to the extent that mandatory provisions of law preclude this.