Terms of Purchase.

1.1These purchasing conditions apply to all requests, orders and agreements in which Reverz B.V., established in Amstelveen, the Netherlands (Chamber of Commerce no. 83440585), hereinafter “Reverz”, acts as the buyer of a selling party, hereinafter “Supplier”.

1.2The applicability of Supplier’s general terms and conditions is explicitly rejected, unless otherwise agreed in writing.

2.1An agreement is formed through written confirmation (including by e-mail or via a purchase order issued by Reverz) by Reverz.

2.2Changes to orders already placed are only binding after written confirmation by Reverz.

3.1Delivery takes place at the delivery address stated on the purchase order, or, if agreed, by Reverz collecting the goods from Supplier.

3.2Risk in the goods only passes to Reverz at the moment of actual delivery and acceptance by Reverz, following the inspection referred to in Article 5.

3.3Supplier warrants proper and timely delivery in accordance with the agreed specifications, quantities and delivery term.

4.1Agreed prices are fixed and exclusive of VAT, unless otherwise stated in writing.

4.2Invoices must meet statutory requirements and are paid within the agreed payment term after Reverz has approved the delivery.

5.1Reverz is entitled to inspect and (have) test goods delivered prior to acceptance, in accordance with Reverz’s internal test protocol.

5.2Reverz reserves the right to reject goods delivered that do not meet the agreed specifications, and to return them at the expense and risk of Supplier.

5.3Complaints must be reported by Reverz to Supplier within a reasonable period after the defect is discovered.

6.1Supplier warrants that goods delivered are free from hidden defects and meet the agreed specifications.

6.2Where applicable, Supplier warrants that goods delivered have been lawfully obtained and, where relevant, comply with applicable environmental and recycling legislation (including WEEE regulations).

7.1Ownership of goods delivered transfers to Reverz at the moment of actual delivery and acceptance, regardless of any retention of title by Supplier, unless otherwise agreed in writing.

8.1Supplier is liable for all damage suffered by Reverz as a result of an attributable failure by Supplier to perform the agreement.

9.1The parties shall not disclose confidential information received from each other in connection with the agreement to third parties.

10.1Neither party is obliged to fulfil any obligation if prevented from doing so as a result of force majeure.

11.1Supplier warrants that the goods delivered to Reverz have been lawfully obtained and have not been acquired in breach of any applicable trade sanction, embargo or export control regulation, including those of the European Union, the United Nations and the United States.

11.2Supplier shall, upon first request, provide Reverz with all information and documentation reasonably necessary to demonstrate compliance with this Article.

12.1Insofar as goods supplied by Supplier to Reverz contain data carriers, Supplier warrants that these have been erased prior to delivery in accordance with applicable laws and regulations, unless the parties have agreed in writing that Reverz will arrange the data erasure itself.

12.2Supplier shall indemnify Reverz against third-party claims arising from the failure to erase data as referred to in this Article, or from doing so late or improperly.

13.1All agreements in which Reverz acts as buyer are exclusively governed by the laws of the Netherlands.

13.2Disputes shall be submitted exclusively to the competent court in the district where Reverz is established.