Terms and Conditions of

Mensys

Based in Haarlem, The Netherlands

Clause 1. Applicability

1. The terms and conditions as stated in this document are applicable to all our quotes, agreements and all other services rendered by us. In this document, Mensys is referred to as us, the other party as customer.

2. All our offers (including price quotes, brochures and price lists) are without engagement en can be revoked, even after acceptance by us. Revocation after customers acceptance shall need to occur immediately.

3. Deviant terms or conditions are binding only when they have been confirmed in writing by us beforehand.

Clause 2. Delivery

1. We will ship the items pertaining to each agreed transaction from our warehouse to customer. The goods are shipped at customers cost and risk, notwithstanding the condition in clause 6.

2. We are entitled to deliver orders in separate shipments. Each separate shipment is to be considered an independent shipment.

3. Unless expressly stated otherwise, shipments are at cost and risk of customer, also when transport is supplied by us, or paid for by us.

4. In case it is necessary for customer to lend support in executing the agreement, customer will supply us with all necessary data or information in a timely manner, and will support us in other ways if so desired.

5. If necessary data, equipment and/or materials are not, untimely or not at our disposal in contradiction to earlier agreements, or if customer does not meet its obligations in any other way, we reserve the right to postpone the transaction and to charge extra costs according to the usual rates.

Clause 3. Complaints

1. All complaints must be submitted in writing within eight days after date of delivery. Exceeding of this term will nullify all claims made against us.

2. A complaint does not postpone payment obligations.

Clause 4. Pricing

1. All prices agreed upon by parties are for guidance only, and are based on factors that, at the time of the agreement, stipulated pricing, excluding Value Added Taxes and other taxes.

Clause 5. Delivery time

1. Delivery times quoted by us will be observed as much as possible.

2. Exceeding the delivery time will never be considered as negligence and leaves in place customers duty to buy the goods. Customer is in no way entitled to anull the agreement, to refuse the reception of the goods and the payment thereof, or to claim damages.

Clause 6. Payment

1. Payment of the amount stated on the invoice should be made within 14 days after delivery, without deduction. All expenses pertaining to payments, such as exchange and banking expenses, are for account of customer.

2. If payment is overdue we reserve the right to claim interest from date of invoice based on 1% per month, part of a month being charged as a full month.

3. After official notification, all expenses, incurred by collection of amount owed by customer are for account of customer.
 

Clause 7. Reservation of property

1. All goods delivered to customer remain our property until all amounts due to us have been received.

Clause 8. Liability and indemnification

1. We and persons who act on our behalf to execute our agreement, including our staff, can in no way be held responsible by customer for damages of any kind, including loss of business and other indirect damage incurred by any party, ensuing from, or in connection with products delivered by us or made available by us, except when such damages are deliberate or are the result of gross negligence.

2. Customer indemnifies us and persons mentioned in previous paragraph against claims by third parties against which we can not appeal to under the terms stated.

3. Our liability will be limited in all circumstances to the amount invoiced or yet to be invoiced.

Clause 9. Force majeure

1. In case of force majeure we are entitled to regard the agreement as annulled, without legal intervention and without us being obliged to indemnify customer.

2. As force majeure that prevents us from fulfilling our obligations will be regarded all external causes that can not be imputed to us, and that obstruct or are objectionable in such a manner that fulfilling these obligations can not be reasonably expected by customer.

Clause 10. Sundry clauses

1. If any clause in this document is not applicable in the opinion of a competent legal court or is in violation of the law, only that clause will be considered not applicable and parties will replace this clause by one or more clauses that correspond as closely as possible to the conflicting clause, while the other clauses in this document remain in effect.

2. All our offers and agreements reside under the law of The Netherlands.