General terms and conditions

Article 1 – Definitions

In these terms and conditions the following definitions apply:

Entrepreneur: the natural or legal person who offers products and/or services to consumers at a distance;

Consumer: the natural person who does not act in the exercise of a profession or business and enters into a distance contract with the entrepreneur;

Distance contract: a contract whereby, within the framework of a system organized by the entrepreneur for distance selling of products and/or services, only one or more techniques for distance communication are used up to and including the conclusion of the contract;

Distance communication technology: means that can be used to conclude a contract without the consumer and entrepreneur being present in the same space at the same time;

Reflection period: the period during which the consumer can exercise their right of withdrawal;

Right of withdrawal: the consumer's option to cancel the distance contract within the reflection period;

Day: calendar day;

Continuous transaction: a distance contract concerning a series of products and/or services, the delivery and/or purchase obligation of which is spread over time;

Durable data carrier: any means that enables the consumer or entrepreneur to store information addressed personally to them in a way that allows future consultation and unchanged reproduction of the stored information.

Article 2 – Identity of the entrepreneur

MTR Performance NL

Ambachtsweg 13

3161 GL Rhoon

Email address: info@mtr-performance.nl

Chamber of Commerce number: 90569121

VAT identification number: NL865367012B01

Article 3 – Applicability

These general terms and conditions apply to every offer from the entrepreneur and to every distance contract concluded between the entrepreneur and the consumer.

Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, before the distance contract is concluded, it will be indicated that the general terms and conditions can be inspected at the entrepreneur's premises and that they will be sent free of charge to the consumer as soon as possible upon request.

If the distance contract is concluded electronically, contrary to the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions may be made available to the consumer electronically in such a way that the consumer can easily store it on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be accessed electronically and that they will be sent free of charge to the consumer electronically or otherwise upon request.

In the event that, in addition to these general terms and conditions, specific product or service conditions also apply, paragraphs two and three apply accordingly, and in case of conflicting general terms and conditions, the consumer may always invoke the applicable provision that is most favorable to them.

Article 4 – The offer

If an offer has a limited validity period or is made under conditions, this will be explicitly stated in the offer.

The offer contains a complete and accurate description of the offered products and/or services. The description is detailed enough to allow the consumer to make a proper assessment of the offer. If the entrepreneur uses images, these are a truthful representation of the offered products and/or services. Obvious mistakes or errors in the offer do not bind the entrepreneur.

Each offer contains such information that it is clear to the consumer what rights and obligations are connected to the acceptance of the offer. This particularly concerns:

the price including taxes;

any delivery costs;

the manner in which the agreement will be concluded and which actions are necessary for this;

whether or not the right of withdrawal applies;

the method of payment, delivery, or performance of the agreement;

the period for acceptance of the offer, or the period for honoring the price;

the amount of the rate for distance communication if the costs of using the distance communication technology are calculated on a basis other than the basic rate;

if the agreement is archived after conclusion, how it can be consulted by the consumer;

the way in which the consumer can become aware of unwanted actions before concluding the agreement, as well as how to correct them before the agreement is concluded;

the possible languages in which, besides Dutch, the agreement can be concluded;

the codes of conduct to which the entrepreneur has committed and the manner in which the consumer can access these codes of conduct electronically
can consult electronically;

and the minimum duration of the distance contract in the case of an agreement
which involves continuous or periodic delivery of products or
services.

Article 5 – The agreement

The agreement, subject to the provisions of paragraph 4, is concluded at the moment of acceptance by the
consumer of the offer and compliance with the conditions attached thereto.

If the consumer has accepted the offer electronically, the entrepreneur shall immediately confirm receipt of the acceptance electronically. As long as the receipt of this acceptance has not been confirmed, the consumer may dissolve the agreement.

If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the consumer can pay electronically, the entrepreneur will observe appropriate security measures.

The entrepreneur may – within legal frameworks – verify whether the consumer meets their
payment obligations, as well as all facts and factors relevant to responsibly entering into the distance agreement. If the entrepreneur has good grounds based on this investigation not to enter into the agreement, they are entitled to refuse an order or request with reasons or to attach special conditions to the execution.

The entrepreneur will provide the consumer with the following information regarding the product or service, either in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable data carrier: the visiting address of the entrepreneur’s establishment where the consumer can address complaints; the conditions under which and the manner in which the consumer can exercise the right of withdrawal, or a
clear notice regarding the exclusion of the right of withdrawal; information about existing after-sales service.
purchase and warranties;

the data included in article 4 paragraph 3 of these terms, unless the entrepreneur has already provided this data to the consumer.
provided before the execution of the agreement; the requirements for terminating the agreement if the agreement has a duration of more than one year or is indefinite.

If the entrepreneur has committed to delivering a series of products or services, the provision in the previous paragraph only applies to the first delivery.

Article 6a – Right of withdrawal for the delivery of products

When purchasing products, the consumer has the option to cancel the agreement without giving reasons.
cancel within fourteen working days. This period starts the day after the product is received by or on behalf of the consumer.

During this period, the consumer will handle the product and packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If they exercise their right of withdrawal, they will return the product with all supplied accessories and – if reasonably possible – in the original condition and packaging to the entrepreneur, in accordance with the reasonable and
clear instructions.

Article 6b – Right of withdrawal for the delivery of services

When delivering services, the consumer has the option to dissolve the agreement without giving reasons
for fourteen working days, starting on the day the agreement is concluded.

To exercise their right of withdrawal, the consumer must follow the reasonable and clear instructions provided by the entrepreneur with the offer and/or at the latest upon delivery.

Article 7 – Costs in case of withdrawal

If the consumer exercises their right of withdrawal, the costs of return shipment will be borne by the consumer up to a maximum.
account.

If the consumer has paid an amount, the entrepreneur will refund this amount as soon as possible, but no later than 14 days after the return or withdrawal.

Article 8 – Exclusion of the right of withdrawal

If the consumer does not have a right of withdrawal, this can only be excluded by the entrepreneur if the entrepreneur has clearly stated this in the offer, at least in time before the conclusion of the agreement.

Exclusion of the right of withdrawal is
only possible for products:

which have been created by the entrepreneur according to the consumer's specifications;

that are clearly personal in nature;

which by their nature cannot be returned;

that can spoil or become outdated quickly;

whose price is tied to fluctuations in the financial market over which the entrepreneur has no control
has;

for loose newspapers and magazines;

for audio and video recordings and computer software of which the consumer
the consumer has broken the seal.

Exclusion of the right of withdrawal is only possible for services:

a) concerning accommodation, transport, restaurant services, or leisure activities to be performed on a specific
date or during a certain period;

b) whose delivery has begun with the explicit consent of the consumer before the reflection period has
expired;

c) concerning bets and lotteries.

Article 9 – The price

During the validity period stated in the offer, the prices of the offered products and/or services will not be increased, except for price changes due to changes in VAT rates.

Contrary to the previous paragraph, the entrepreneur may offer products or services with prices tied to fluctuations in the financial market, over which the entrepreneur has no control, at variable prices. This tie to fluctuations and the fact that any stated prices are indicative prices are mentioned in the offer. Price increases within 3 months after the conclusion of the agreement are only permitted if they are the
are the result of legal regulations or provisions.

Price increases from 3 months after the conclusion of the agreement are only permitted if the entrepreneur has agreed to this and: they are the result of legal regulations or provisions; or the consumer has the right to terminate the agreement on the day the price increase takes effect.

The prices stated in the offer of products or services include VAT.

Article 10 – Conformity and Warranty

The entrepreneur guarantees that the products and/or services comply with the contract, the specifications mentioned in the offer, the reasonable requirements of durability and/or usability, and the legal provisions and/or government regulations existing on the date the contract was concluded.

A warranty scheme offered by the entrepreneur, manufacturer, or importer does not affect the rights and claims that the consumer may assert against the entrepreneur for a failure to fulfill the entrepreneur’s obligations under the law and/or the distance contract.

of the nature or quality of the materials used.

The entrepreneur will exercise the greatest possible care when receiving and executing orders for products and when assessing requests for the provision of services.

The place of delivery is the address that the consumer has communicated to the company.

Subject to the provisions of Article 4 of these general terms and conditions, the company will execute accepted orders with due speed but no later than within 30 days unless a longer delivery period has been agreed. If delivery is delayed, or if an order cannot be fulfilled or only partially fulfilled, the consumer will be informed no later than one month after placing the order. In that case, the consumer has the right to terminate the contract without costs and is entitled to any compensation.

In case of termination in accordance with the previous paragraph, the entrepreneur will refund the amount paid by the consumer as soon as
be possible, but no later than 30 days after termination, to refund.

If delivery of an ordered product proves to be impossible, the entrepreneur will make efforts to provide a replacement item. At the latest upon delivery, it will be clearly and understandably communicated that a replacement item is being delivered. For replacement items, it may the right of withdrawal cannot be excluded. The costs of return shipping are borne by the entrepreneur.

The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer, unless explicitly agreed otherwise.

Article 12 – Duration Transactions

The consumer can terminate a contract concluded for an indefinite period at any time, subject to
agreed termination rules and a notice period of no more than one month.

An agreement entered into for a fixed term has a maximum duration of two years. If it is agreed that the agreement will be extended by tacit consent of the consumer, the agreement will continue as an indefinite agreement, and the notice period after continuation will be a maximum of one month.

postpone the agreed duration.

Unless otherwise agreed later, the amounts owed by the consumer must be paid.
within fourteen days after delivery of the good or, in the case of an agreement to provide a service, within 14 days after the documents related to this agreement have been handed over.

In the sale of products to consumers, general terms and conditions may never require an advance payment of more than 50%.
be agreed upon. When advance payment is agreed upon, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) before the agreed advance payment has been made.
occurred.

The consumer has the duty to immediately report any inaccuracies in the provided or stated payment details to the entrepreneur.
report.

In case of consumer default in payment, the entrepreneur, subject to legal limitations, has the right to charge the reasonable costs previously communicated to the consumer.

Article 14 – Complaints procedure

The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with it.
this complaints procedure.

Complaints about the execution of the agreement must be submitted in a timely manner, fully and clearly described.
are submitted to the entrepreneur after the consumer has identified the defects.

Complaints submitted to the entrepreneur will be answered within 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within 14 days with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed answer..

Article 15 Intellectual Property.

The Buyer expressly acknowledges that all intellectual property rights of displayed information, statements, or other expressions related to the products and/or the website belong to MTR Performance NL, its suppliers, or other rights holders.

Article 16 Personal Data.

MTR Performance NL will process the Buyer’s data solely in accordance with its privacy policy. AKA Performance complies with the applicable privacy regulations and legislation.

Article 17 Applicable Law and Competent Court.

All offers from MTR Performance NL, its agreements, and their execution are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

Article 18 Links

The site of MTR Performance NL may contain advertisements from third parties or links to other sites. Regarding the privacy policy of
MTR Performance NL has no influence on these third parties or their sites and is not responsible for them.

Article 19 Your rights

You can always ask MTR Performance NL which data about you is being processed. To do so, you can send an email. You can also request by email that MTR Performance NL make improvements, additions, or other corrections, which MTR Performance NL will process as soon as possible. If you no longer wish to receive information, you can notify MTR Performance NL. Sending information only occurs if you have provided your email address for that purpose.

Article 20 – Additional or differing provisions

Additional or deviating provisions from these general terms and conditions may not be to the detriment of the consumer and must be recorded in writing or in such a way that they can be stored by the consumer in an accessible manner on a durable data carrier.

Separate General Terms and Conditions apply to business customers.
Conditions, since a business customer is not covered by consumer law.

GENERAL TERMS AND CONDITIONS B2B:

Article 1. – General

1. These conditions apply to every offer, quotation, and agreement between MTR Performance NL, hereinafter referred to as "MTR Performance NL," and a Counterparty to which MTR Performance NL has declared these conditions applicable, unless explicitly and in writing deviated from by the parties.

2. These conditions also apply to agreements with MTR Performance NL for the execution of which MTR Performance NL needs to involve third parties.

3. These general terms and conditions are also written for the employees of MTR Performance NL and its management.

4. The applicability of any purchasing or other conditions of the Counterparty is expressly rejected.

5. If one or more provisions in these general terms and conditions are at any time wholly or partially null or void or annulled, the other provisions of these general terms and conditions shall remain fully applicable. MTR Performance NL and the Counterparty shall then enter into consultation to agree on new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the original provisions as much as possible.

6. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be made 'in the spirit' of these provisions.

7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed according to the spirit of these general terms and conditions.

8. If MTR Performance NL does not always require strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that MTR Performance NL would lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 – Offers and quotations

1 All offers and quotations from MTR Performance NL are without obligation, unless a period for acceptance is specified in the offer. An offer or quotation expires if the product to which the offer or quotation relates is no longer available in the meantime.

2 MTR Performance NL cannot be held to its offers or quotations if the Counterparty can reasonably understand that the offers or quotations, or a part thereof, contain an obvious mistake or error.

3 The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administrative costs, unless otherwise stated.

4 If the acceptance (whether or not on minor points) deviates from the offer or quotation, MTR Performance NL is not bound by it. The agreement will then not be concluded according to this deviating acceptance.
acceptance, unless MTR Performance NL indicates otherwise.

5 A combined quotation does not oblige MTR Performance NL to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to
future orders.

Article 3 – Contract duration; delivery times, execution, and modification of the agreement

1. The agreement between MTR Performance NL and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.

2. If a deadline has been agreed upon or specified for the completion of certain work or the delivery of certain items, this is never a strict deadline. In case of exceeding a deadline, the Counterparty must therefore notify MTR Performance NL in writing of the default. MTR Performance NL must then be given a reasonable period to still perform the agreement.

3. If MTR Performance NL requires data from the Counterparty for the execution of the agreement, the execution period will not commence until after the Counterparty has made this data available to MTR Performance NL correctly and completely.
set.

4. Delivery takes place from the premises of MTR Performance NL. The Counterparty is obliged to accept the goods at the moment they are made available. If the Counterparty refuses acceptance or fails to provide information or instructions necessary for delivery, MTR Performance NL is entitled to store the goods at the Counterparty's expense and risk.

5. MTR Performance NL has the right to have certain work performed by third parties.

6. MTR Performance NL is entitled to execute the agreement in different phases and to invoice the portion thus executed separately.
to be invoiced separately.

7. If the agreement is executed in phases, MTR Performance NL may suspend execution of those parts belonging to a subsequent phase until the Counterparty has approved the results of the preceding phase in writing.

8. If during the execution of the agreement it becomes apparent that it is necessary for proper execution to amend or supplement it, the parties will timely and mutually agree to adjust the agreement. If the nature, scope, or content of the agreement, whether at the request or instruction of the Counterparty, authorized authorities, etc., is changed and the agreement is thereby qualitatively and/or quantitatively altered, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. MTR Performance NL will provide a price quote in advance as much as possible. Furthermore, a change to the agreement may affect the originally specified deadline.
of execution are changed. The Counterparty accepts the possibility of changes to the agreement, including changes in price and execution time.

9. If the agreement is amended, including any additions, MTR Performance NL is entitled to only proceed with execution after approval has been given by the authorized person within MTR Performance NL and
the Counterparty has agreed to the price and other conditions specified for execution, including the time to be determined at that moment when execution will take place. Failure to execute or immediate execution
The amended agreement does not constitute a breach of contract by MTR Performance NL and is likewise not grounds for the Counterparty to terminate the agreement. Without being in default, MTR Performance NL may request a modification of
refuse the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.

10. If the Counterparty fails to properly fulfill what it is obliged to do towards MTR Performance NL, the Counterparty is liable for all damage (including costs) directly or indirectly caused to MTR Performance NL as a result.

11. If MTR Performance NL agrees on a fixed price with the Counterparty, MTR Performance NL is nevertheless always entitled to increase this price without the Counterparty being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under law or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen at the time of concluding the agreement.

12. If the price increase, other than as a result of a change to the agreement, exceeds 10% and occurs within three months after concluding the agreement, only the Counterparty entitled under Title 5, Section 3 of Book 6 of the Dutch Civil Code may dissolve the agreement by written declaration, unless MTR Performance NL is then still willing to execute the agreement based on the originally agreed terms, or if the price increase results from a power or obligation imposed on MTR Performance NL by law or if it was agreed that delivery would take place more than three months after the purchase.

Article 4 – Suspension, dissolution, and interim termination of the agreement

1. MTR Performance NL is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

– the Counterparty does not fulfill, does not fully fulfill, or does not timely fulfill the obligations under the agreement;

– after concluding the agreement, circumstances have come to the knowledge of MTR Performance NL that give good reason to fear that the Counterparty will not fulfill its obligations;

– the Counterparty was requested to provide security for the fulfillment of its obligations under the agreement when concluding the agreement and this security is not provided or is insufficient;

– If due to the delay on the part of the Counterparty it can no longer be demanded of MTR Performance NL that it fulfills the agreement under the originally agreed conditions, MTR Performance NL is entitled to dissolve the agreement.

2. Furthermore, MTR Performance NL is authorized to terminate the agreement if circumstances arise that make performance of the agreement impossible or if other circumstances arise that make it unreasonable to expect MTR Performance NL to maintain the agreement unchanged.

3. If the agreement is terminated, the claims of MTR Performance NL against the Counterparty are immediately due and payable. If MTR Performance NL suspends the fulfillment of obligations, it retains its rights under the law and agreement.
and agreement.

4. If MTR Performance NL suspends or terminates the agreement, it is in no way obliged to compensate for damages and costs arising in any way therefrom.

5. If the termination is attributable to the Counterparty, MTR Performance NL is entitled to compensation for damages, including costs, directly and indirectly resulting therefrom.

6. If the Counterparty fails to fulfill its obligations arising from the agreement and this non-fulfillment justifies termination, MTR Performance NL is entitled to immediately terminate the agreement without any obligation on its part to pay any compensation or damages, while the Counterparty, on the grounds of breach,
is obliged to pay compensation or damages in case of breach of contract.

7. If the agreement is terminated prematurely by MTR Performance NL, MTR Performance NL will, in consultation with the Counterparty, ensure the transfer of any remaining work to third parties. This unless the termination is due to breach of contract.
The Counterparty is accountable. If the transfer of the work for MTR Performance NL entails extra costs, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the specified term, unless MTR Performance NL indicates otherwise.

8. In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – against the Counterparty, debt restructuring, or any other circumstance whereby the Counterparty can no longer freely dispose of its assets, MTR Performance NL is entitled to immediately terminate the agreement or cancel the order or agreement without any obligation on its part to pay any compensation or damages. The claims of MTR Performance NL against the Counterparty are immediately due and payable in that case.

9. If the Counterparty cancels an order placed in whole or in part, the goods ordered or prepared for that purpose, increased by any transport and delivery costs thereof and the costs for execution attributable to the Counterparty, will be charged. If the transfer of the work for MTR Performance NL incurs additional costs, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the specified term, unless MTR Performance NL indicates otherwise.
of the reserved working time under the agreement will be fully charged to the Counterparty.

Article 5 – Force Majeure

1. MTR Performance NL is not obliged to fulfill any obligation towards the Counterparty if hindered due to a circumstance not attributable to fault, and which is not for its account under law, a legal act, or prevailing views in commerce.

2. In these general terms and conditions, force majeure is understood, in addition to what is understood by law and case law, as all external causes, foreseen or unforeseen, beyond the control of MTR Performance NL.
perform, but which prevents MTR Performance NL from fulfilling its obligations. Strikes at MTR Performance NL or third parties are included. MTR Performance NL also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after MTR Performance NL should have fulfilled its obligation.

3. MTR Performance NL may suspend its obligations under the agreement during the period that force majeure continues. If this period lasts longer than two months, either party is entitled to
terminate, without obligation to compensate damages to the other party.

4. To the extent that MTR Performance NL has partially fulfilled its obligations under the agreement at the time force majeure occurs or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, MTR Performance NL is entitled to invoice the already fulfilled or to be fulfilled part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.
agreement.

Article 6 – Payment and collection costs

1. Payment must be made within 14 days after the invoice date, in a manner specified by MTR Performance NL and in the currency invoiced, unless otherwise indicated in writing by MTR Performance NL. MTR Performance NL is
entitled to invoice periodically.

2. If the Counterparty fails to pay an invoice on time, the Counterparty is automatically in default. The Counterparty will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. Interest on the payable amount will be calculated from the moment the Counterparty is in default until the full amount due is paid.

3. MTR Performance NL has the right to apply payments made by the Counterparty first to costs, then to outstanding interest, and finally to the principal and ongoing interest.

4. MTR Performance NL may refuse an offer of payment without being in default if the Counterparty specifies a different order for the allocation of the payment. MTR Performance NL may refuse full repayment of the principal if the outstanding and ongoing interest and collection costs are not also paid.

5. The Counterparty is never entitled to set off amounts owed to MTR Performance NL.

6. Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who is not entitled to invoke section 6.5.3 (articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

7. If the Counterparty is in default in the (timely) fulfillment of their obligations, all reasonable costs to obtain satisfaction out of court will be borne by the Counterparty. The extrajudicial costs...
will be calculated based on what is customary in Dutch collection practice at that time. However, if MTR Performance NL has incurred higher collection costs that were reasonably necessary, these will be...
actually incurred costs will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Counterparty. The Counterparty will also owe interest on the collection costs due.
due.

Article 7 – Retention of Title

1. All goods delivered by MTR Performance NL under the agreement remain the property of MTR Performance NL until the Counterparty has properly fulfilled all obligations under the agreement(s) concluded with MTR Performance NL.

2. Goods delivered by MTR Performance NL, which fall under retention of title according to paragraph 1, may not be resold and may never be used as a means of payment. The Counterparty is not authorized to...
pledging goods subject to retention of title or encumbering them in any other way.

3. The Counterparty must always do everything that can reasonably be expected of them to safeguard the ownership rights of MTR Performance NL.

4. If a third party seizes the goods delivered under retention of title or wishes to establish or assert rights on them, the Counterparty is obliged to immediately inform AKA Performance.

5. The Counterparty is obliged to insure and keep insured the items delivered under retention of title against fire, explosion, and water damage as well as theft, and to present the insurance policy for inspection to AKA Performance upon first request. In the event of an insurance payout, AKA Performance is entitled to these funds. To the extent necessary, the Counterparty undertakes in advance to cooperate with everything that may be necessary or desirable in this context towards AKA Performance.

6. In the event that AKA Performance wishes to exercise its ownership rights designated in this article, the Counterparty hereby gives unconditional and irrevocable permission in advance to AKA Performance and third parties designated by AKA Performance to enter all locations where AKA Performance's property is located and to reclaim those items.

Article 8 – Warranties, inspection and complaints, limitation period

1. The items to be delivered by AKA Performance comply with the usual requirements and standards that can reasonably be expected at the time of delivery and for which they are intended under normal use in the Netherlands. In this
The warranty mentioned in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Counterparty must verify for themselves whether such use is suitable and complies with the conditions imposed there. In that case, AKA Performance may impose different warranty and other conditions regarding the items to be delivered or work to be performed.

2. The warranty mentioned in paragraph 1 of this article applies for a period of 1 year after delivery, unless the nature of the delivered item dictates otherwise or the parties have agreed otherwise. If the warranty provided by AKA Performance concerns an item produced by a third party, the warranty is limited to that provided by the item's producer, unless otherwise stated.

3. Any form of warranty will be void if a defect has arisen as a result of or stems from improper or unauthorized use thereof, or use after the expiration date, incorrect storage or maintenance by the Counterparty and/or by third parties when, without written permission from AKA Performance, the Counterparty or third parties have made or attempted to make changes to the item, attached other items that should not be attached, or if these were sold or processed in a manner other than prescribed. The Counterparty is also not entitled to warranty if the defect has arisen from or is the result of circumstances beyond AKA Performance's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.

4. The Counterparty is obliged to (have) inspect the delivered goods immediately at the moment the goods are made available to them or the relevant work has been performed. This includes the Counterparty
to investigate whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements agreed upon by the parties. Any visible defects must be reported in writing to MTR Performance NL within seven days after delivery. Any non-visible defects must be reported in writing to MTR Performance NL immediately, but in any case no later than fourteen days after discovery. The report must contain as detailed a description of the defect as possible so that MTR Performance NL can respond adequately. The Counterparty must give MTR Performance NL the opportunity to investigate a complaint.
(to) investigate.

5. If the Counterparty complains in time, this does not suspend their payment obligation. The Counterparty remains obliged to accept and pay for the other ordered items.

6. If a defect is reported later, the Counterparty no longer has the right to repair, replacement, or compensation.

7. If it is established that an item is defective and a timely complaint has been made, MTR Performance NL will, within a reasonable period after receiving the returned item or, if return is reasonably not possible, upon written notification of the defect by the Counterparty, at MTR Performance NL’s discretion, replace the defective item, arrange for its repair, or provide a replacement compensation to the Counterparty. In case of replacement, the Counterparty is obliged to return the replaced item to MTR Performance NL and transfer ownership to MTR Performance NL, unless otherwise indicated by MTR Performance NL.

8. If it is established that a complaint is unfounded, all costs incurred as a result, including investigation costs, will be fully charged to the Counterparty.

9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out costs, will be charged to the Counterparty.

10. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against MTR Performance NL and the third parties involved by MTR Performance NL in the execution of an agreement is one year.

Article 9 – Returns

1. Returns, for any reason, are allowed only if the product is unopened and undamaged. A fee, with a minimum of 10% of the order value, will be charged for administration and handling costs (hereinafter referred to as the Cost Percentage).

2. A return shipment must always be announced and approved in advance; otherwise, MTR Performance NL may refuse the return shipment.

3. Damage during return shipping is at your own risk. MTR Performance NL assesses the return shipment upon receipt and determines the imposed cost percentage based on this.

4. Only goods that are unused, unpainted, and returned in their original packaging will be accepted.

5. Specially ordered goods or goods ordered more than 30 days ago can no longer be returned.

6. Shipments that are not prepaid or returned cash on delivery will not be accepted.

Article 10 – Liability

1. If MTR Performance NL is liable, this liability is limited to what is stipulated in this provision.

2. MTR Performance NL is not liable for damage of any kind arising from MTR Performance NL relying on incorrect and/or incomplete data provided by or on behalf of the Counterparty.

3. If MTR Performance NL is liable for any damage, its liability is limited to a maximum of twice the invoice value of the order, or at least to the part of the order to which the liability relates.

4. The liability of MTR Performance NL is in any case always limited to the amount paid out by its insurer, if applicable.

5. MTR Performance NL is only liable for direct damage.

6. Direct damage is exclusively understood as the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage as defined in these terms, any reasonable costs incurred to bring the defective performance of MTR Performance NL in line with the agreement, to the extent these can be attributed to MTR Performance NL, and reasonable costs incurred to prevent or limit damage, provided the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

7. MTR Performance NL is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business interruption.

8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence by MTR Performance NL or its managerial subordinates.

Article 11 – Transfer of Risk

1. The risk of loss, damage, or depreciation passes to the Counterparty at the moment goods are placed under the Counterparty's control.

Article 12 – Indemnification

1. The Counterparty indemnifies MTR Performance NL against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to someone other than the User.

2. If MTR Performance NL is held liable by third parties in this regard, the Counterparty is obliged to assist MTR Performance NL both out of court and in court and to immediately do everything that can be expected of them in that case.
If the Counterparty fails to take adequate measures, MTR Performance NL is entitled, without notice of default, to take action itself. All costs and damages incurred by MTR Performance NL and third parties as a result will be fully borne and at the risk of the Counterparty.

Article 13 – Intellectual property

1. MTR Performance NL reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations. The User has the right to use the knowledge gained from the execution of an agreement for other purposes, provided that strictly confidential information of the Counterparty is not disclosed to third parties.

Article 14 – Applicable law and disputes

1. Dutch law exclusively applies to all legal relationships involving MTR Performance NL, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.

2. The court in the User's place of establishment has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, MTR Performance NL has the right to submit the dispute to the court competent according to the law.

3. Parties will only resort to the court after they have made every effort to resolve a dispute through mutual consultation.

Article 15 – Location and amendment of terms and conditions

1. The most recently filed version or the version that applied at the time the legal relationship with MTR Performance NL was established always applies.

2. The Dutch text of the general terms and conditions is always decisive for their interpretation.

The General Terms and Conditions can be found on the MTR Performance NL website, and during the ordering process, you must accept the general terms and conditions before you can place an order.