Article 1. | Definitions

In these general terms and conditions, the following terms, always capitalized, are used in the following sense:

1. IMPAKT Recycling Solutions: IMPAKT Equipment Solutions BV, the user of these general conditions, located at Bladderswijk o.z. 45 7885TJ in Nieuw-Dordrecht, registered in the Trade Register under Chamber of Commerce number .

2. Other party: the legal entity, or natural person acting in the exercise of a profession or business, with whom IMPAKT Recycling Solutions has concluded or intends to conclude an Agreement.

3. Parties: IMPAKT Recycling Solutions and the Other Party jointly.

4. Agreement: every agreement made between IMPAKT Recycling Solutions and the Other Party, by which IMPAKT Recycling Solutions has committed itself, against payment, to the sale and delivery of Goods.

5. Goods: all goods to be delivered by IMPAKT Recycling Solutions to the Other Party under the terms of the Agreement, which may include, but is not limited to, machinery, such as wood shredders and shredders, screening installations, parts and other equipment.

6. Goods: all goods to be delivered under the Agreement by IMPAKT Recycling Solutions to the Other Party, which may include, but is not limited to, machinery, such as wood chippers and shredders, screening installations, parts and other equipment.

Article 2. | General Provisions

7. These general conditions apply to every offer of IMPAKT Recycling Solutions regarding entering into an Agreement, as well as every Agreement concluded as such.

8. The applicability of any general terms and conditions of the Other Party, under whatever denomination, are expressly rejected.

9. The provisions of these general terms and conditions may only be deviated from expressly and In Writing. If and insofar as that which the Parties have expressly agreed in Writing deviates from the provisions of these general terms and conditions, that which the Parties have expressly agreed in Writing shall apply.

10. Destruction or nullity of one or more of the provisions of these general terms and conditions shall not affect the validity of the remaining clauses. In such a case, the Parties shall be obliged to enter into mutual consultation in order to reach a replacement arrangement in respect of the affected clause. The purpose and purport of the original provision will be taken into account as far as possible.

Article 3. | Offer and formation of agreement

11. IMPAKT Recycling Solutions only provides offers (including quotations) for parts if the request to do so is made In Writing (including by e-mail) or WhatsApp and this request is provided with the correct part numbers, quantities and descriptions.

12. Every offer of IMPAKT Recycling Solutions is without obligation, even if it mentions a term of acceptance. An offer of IMPAKT Recycling Solutions is also subject to sufficient availability of the offered Goods. An offer or quotation expires if the Good to which the offer relates is no longer available in the meantime. IMPAKT Recycling Solutions can still revoke its offer until immediately after acceptance by the Other Party. Quotations of IMPAKT Recycling Solutions are valid for the duration of 6 weeks after the quotation date, unless the quotation states a different period of validity.

13. The prices mentioned in an offer of IMPAKT Recycling Solutions are exclusive of VAT and other government levies, as well as exclusive of any costs to be made in the context of the Agreement, including any travel, accommodation, shipping and administrative costs, unless explicitly stated otherwise.

14. An offer from IMPAKT Recycling Solutions does not automatically apply to future orders.

15. The Other Party cannot derive any rights from an offer by IMPAKT Recycling Solutions that contains an obvious error or mistake.

16. Furthermore, the Other Party cannot derive any rights from an offer by IMPAKT Recycling Solutions that is based on incorrect or incomplete data provided by the Other Party.

17. A compound quotation never obligates IMPAKT Recycling Solutions to fulfill a part of the offer at a corresponding part of the given price.

18. Every Agreement is established by offer and acceptance. If the acceptance of one party deviates from the offer of the other party, the Agreement will not be established in accordance with this deviating acceptance, unless the last-mentioned party indicates otherwise. IMPAKT Recycling Solutions retains at all times the right to enter into the Agreement only subject to the Other Party signing the offer or order confirmation drawn up by IMPAKT Recycling Solutions for that purpose.
    

19. If the Other Party concludes the Agreement on behalf of another natural person or legal entity, it declares by entering into the Agreement that it is authorized to do so. The Other Party is jointly and severally liable for the fulfillment of the obligations under that Agreement in addition to this (legal) person.
    

Article 4. | Delivery of the goods

20. Unless agreed otherwise in writing, delivery is ex works in accordance with the latest version of the Incoterms. The risk of loss and damage of the Goods passes to the Other Party at the moment the Goods are made available to the Other Party at IMPAKT Recycling Solutions' location.

21. Regardless of what is stated in the previous paragraph parties can agree that IMPAKT Recycling Solutions takes care of the transport of the Goods. In that case the risk of loading, transport and unloading also rests on the Other Party. The Other Party can possibly insure himself against these risks. The Other Party is then also responsible for taking care of any required customs formalities. IMPAKT Recycling Solutions does not accept any liability for damage caused by the fact that the Goods are not allowed to be imported in the country of destination intended by the Other Party.

22. IMPAKT Recycling Solutions shall determine the method of packaging the Goods.

23. IMPAKT Recycling Solutions reserves the right to deliver orders in parts.

24. If the agreed delivery time is exceeded, the Other Party is never entitled to refuse to take delivery of the Goods and/or to pay the amounts owed to IMPAKT Recycling Solutions under the Agreement.

25. If the Goods could not be delivered as a result of a circumstance attributable to the Other Party,IMPAKT Recycling Solutions is entitled to store the Goods at the Other Party's expense and risk, without prejudice to the obligation of the Other Party to pay the amounts owed to IMPAKT Recycling Solutions under the Agreement. The storage costs, extra freight costs, etc. to be made in connection with the non-acceptance by the Other Party as meant here, will be at the Other Party's expense. Also if storage takes place at IMPAKT Recycling Solutions' own location the Other Party owes storage costs. These costs will be determined reasonably by IMPAKT Recycling Solutions.

26. In the event that the Other Party refuses to take delivery of the Goods or is otherwise negligent to take delivery of the Goods, the Other Party shall inform IMPAKT Recycling Solutions at the first request of IMPAKT Recycling Solutions within which period of time the Goods shall still be taken delivery of the Goods, failing which IMPAKT Recycling Solutions shall be authorized to dissolve the Agreement, without prejudice to the obligation of the Other Party to pay the amounts owed to IMPAKT Recycling Solutions by virtue of the Agreement, including the costs as referred to in the previous paragraph.

Article 5. | Delivery terms

27. IMPAKT Recycling Solutions makes every effort to meet the delivery terms agreed upon between Parties. However, all mentioned and agreed delivery terms are to be considered as indicative, non-fatal terms only. IMPAKT Recycling Solutions endeavors in case of (expected) delayed delivery to inform the Other Party as soon as possible by e- mail. IMPAKT Recycling Solutions' default shall not come into effect until the Other Party has given IMPAKT Recycling Solutions Written notice of default, in which notice of default a reasonable period is given within which IMPAKT Recycling Solutions can still fulfill its delivery obligation and the fulfillment has still not been achieved after the expiry of the last-mentioned period. By IMPAKT Recycling Solutions' default, the Other Party is entitled to dissolve the Agreement against remission of the agreed payment, without IMPAKT Recycling Solutions being obliged to any further compensation.

28. Without prejudice to the provisions of the previous paragraph, if the agreed delivery term is exceeded, the Other Party shall never be entitled to refuse to take delivery of the Goods to be delivered and/or to perform its other obligations under the Contract.

29. The terms of delivery to which IMPAKT Recycling Solutions has committed itself to the Other Party shall not commence until after IMPAKT Recycling Solutions has received from the Other Party all data required for delivery.

Article 6. | Special provisions for resellers

30. In case the Goods to be delivered by IMPAKT Recycling Solutions are intended for resale by the Other Party, resale to buyers of the Other Party takes place at the Other Party's own expense and risk.

31. Any cooperation between the reseller and IMPAKT Recycling Solutions is, unless expressly agreed otherwise, never exclusive; IMPAKT Recycling Solutions is entitled to appoint multiple resellers without geographical limitations.

32. IMPAKT Recycling Solutions guarantees to the Other Party the constant, agreed quality of the Goods delivered. The Other Party acting as reseller of the Goods is itself responsible for fulfilling its legal obligations to its end customers.

Article 7. | Force Majeure

33. IMPAKT Recycling Solutions is not obliged to fulfill any obligation under the agreement if and as long as she is hindered to do so by a circumstance that cannot be attributed to her by law, a juristic act or the socially accepted views. Besides what is considered as such in the law and jurisprudence, force majeure shall include: strikes in companies other than those of IMPAKT Recycling Solutions, transport problems and unforeseeable stagnation at suppliers or other third parties on which IMPAKT Recycling Solutions depends.

34. IMPAKT Recycling Solutions also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after IMPAKT Recycling Solutions should have fulfilled its obligations.

35. The prices mentioned in an offer of IMPAKT Recycling Solutions are exclusive of VAT and other government levies, as well as exclusive of any costs to be made in the context of the Agreement, including any travel, accommodation, shipping and administrative costs, unless explicitly stated otherwise.

36. If IMPAKT Recycling Solutions has already partially fulfilled its obligations when the force majeure situation arises, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Other Party is obliged to pay the relevant invoice as if it were a separate Agreement.

Article 8. | Suspension and Dissolution

37. IMPAKT Recycling Solutions is, if the circumstances of the case reasonably justify it, authorized to suspend the execution of the Agreement or to dissolve the Agreement with immediate effect wholly or partially, if and insofar as the Other Party does not, does not timely or does not completely fulfill its obligations from the Agreement, or after the conclusion of the Agreement IMPAKT Recycling Solutions has become aware of circumstances which give good ground to fear that the Other Party will not fulfill its obligations. If the fulfillment of the obligations of the Other Party with respect to which it fails or threatens to fail is not permanently impossible, the authority to dissolve only arises after the Other Party has been declared in default in writing by IMPAKT Recycling Solutions, in which notice of default a reasonable period is given within which the Other Party can (still) fulfill its obligations and the fulfillment after expiry of the last-mentioned period has still not been achieved.

38. If the Other Party is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been placed on its goods or otherwise cannot freely dispose of its assets, IMPAKT Recycling Solutions is entitled to dissolve the Agreement with immediate effect, unless the Other Party has already provided sufficient security for payment.

39. Furthermore, IMPAKT Recycling Solutions is entitled to dissolve the Agreement if circumstances arise of such a nature that fulfillment of the Agreement is impossible or unaltered maintenance thereof cannot reasonably be demanded of it.

40. The Other Party shall never be entitled to any form of compensation in connection with the right of suspension or dissolution exercised by IMPAKT Recycling Solutions pursuant to this article, on the understanding that if the circumstances that led to dissolution of the Agreement should reasonably be at IMPAKT Recycling Solutions' risk, the Other Party shall at most be entitled to restitution or remission of the price in proportion to the part of the Agreement not delivered as a result of the dissolution.

41. As far as this can be attributed to her, the Other Party is obliged to compensate the damage IMPAKT Recycling Solutions suffers as a result of the suspension or dissolution of the Agreement.

42. If IMPAKT Recycling Solutions dissolves the Agreement under this article, all claims on the Other Party are immediately due and payable.

43. Dissolution of the Agreement shall be by means of an extrajudicial Written statement.

Article 9. | Prices & Payments

44. IMPAKT Recycling Solutions is entitled to pass on price increases to the Other Party if between the time of the offer and delivery price increases have occurred with respect to cost determining factors, for example with respect to wages, raw materials, semi-finished goods and packaging material.

45. If not expressly agreed otherwise, IMPAKT Recycling Solutions is entitled to demand full or partial payment in advance of what the Other Party owes IMPAKT Recycling Solutions. Regarding parts (of machines) for the first Agreement between Parties it is in any case true that full payment has to be made at the realization of the Agreement, at least before delivery. With regard to new machines, in any case a down payment determined by IMPAKT Recycling Solutions has to be paid at the realization of the Agreement and the remainder before delivery. With regard to Agreements regarding used machines, it applies in any case that payment must be made at the conclusion of the Agreement respectively before delivery.

46. IMPAKT Recycling Solutions is not obliged to execute the Agreement until after the Other Party has fulfilled all its payment obligations that are already due.

47. Payments are to be made in the way indicated by IMPAKT Recycling Solutions, within the term indicated or mentioned by IMPAKT Recycling Solutions. If and insofar as payment is made after delivery, a payment term of 7 days after invoice date applies.

48. If the Other Party is in a state of bankruptcy, has applied for (provisional) suspension of payments, has any attachment levied on its goods or otherwise cannot freely dispose of its assets, all claims against the Other Party shall be immediately due and payable.

49. If payment is not made on time, the Other Party will be in default by operation of law. From the day that the Other Party enters into default, the Other Party shall owe interest of 2% per month on the outstanding amount, whereby a part of a month shall be considered a full month.

50. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Other Party under the Contract shall be borne by the Other Party.

Article 10. | Warranties, Liability and Indemnification

51. IMPAKT Recycling Solutions delivers the Goods only with the possible manufacturer's warranty supplied by IMPAKT Recycling Solutions' supplier. For the rest, IMPAKT Recycling Solutions gives no guarantees on the Goods it sells in any sense whatsoever and accepts no liability with regard to the Goods sold.

52. Data concerning the Goods offered, such as properties, specifications, capacities, performance, results, color and sizes, as well as data on IMPAKT Recycling Solutions' website, in online advertisements, in printed matter, drawings and images provided by IMPAKT Recycling Solutions, are given in good faith, but are not binding for it.

53. When entering into the Agreement, the Other Party is deemed to be familiar with all specifications of the Good that are important to it.

54. The Other Party is aware that IMPAKT Recycling Solutions cannot vouch for unexpected hidden defects, nor for the lifetime of the Goods sold. The Other Party is entitled to test the Goods extensively before the conclusion of the Agreement.

55. The Other Party accepts the purchased Goods in the condition, including any known and hidden defects, as he finds them at the time of delivery.

56. After delivery of the Goods, the Other Party can no longer invoke any defects in the Goods.

57. Exchange of purchased Goods is, except prior Written agreement of IMPAKT Recycling Solutions, not possible.

58. The Other Party bears the damage caused by inaccuracies or incompleteness in the data provided by the Other Party. Furthermore, the Other Party bears the damage caused by a shortcoming in the fulfillment of the obligations of the Other Party arising from the law or the Agreement, as well as another circumstance that cannot be attributed to IMPAKT Recycling Solutions.

59. IMPAKT Recycling Solutions is never liable for indirect damage, including lost profit, suffered loss and damage as a result of business stagnation. Direct damage is exclusively understood as the reasonable costs to determine the cause and the extent of the damage, as far as the determination relates to damage in the sense of these conditions, the possible reasonable costs made to make the faulty performance of IMPAKT Recycling Solutions conform to the Agreement, as far as these can be attributed to IMPAKT Recycling Solutions and reasonable costs made to prevent or limit damage, as far as the Other party proves that these costs have led to limitation of direct damage as meant in these general conditions.

60. If IMPAKT Recycling Solutions should be liable for any damage, this liability shall be limited to a maximum of the invoice value of the Agreement, at least to that part of the Agreement to which IMPAKT Recycling Solutions' liability relates.

61. If the damage for which IMPAKT Recycling Solutions may be liable is excessive, IMPAKT Recycling Solutions' liability shall never exceed the amount actually paid out in the case in question under IMPAKT Recycling Solutions' business liability insurance, increased by any excess of IMPAKT Recycling Solutions that applies under that insurance.

62. Should IMPAKT Recycling Solutions be liable for any damage, IMPAKT Recycling Solutions is at all times entitled to repair this damage. The Other Party must give IMPAKT Recycling Solutions the opportunity to do so, failing which all liability of IMPAKT Recycling Solutions in this respect will lapse.

63. Notwithstanding the legal limitation period, the limitation period of all legal claims and defenses against IMPAKT Recycling Solutions is one year.

64. The Other Party safeguards IMPAKT Recycling Solutions from all claims of third parties, which are directly or indirectly, directly or indirectly related to the execution of the Agreement or arise from the law. The Other Party, and in particular the reseller of the Goods, shall indemnify IMPAKT Recycling Solutions in particular against any claims by third parties who suffer damage in connection with the execution of the Agreement, the cause of which is attributable to others than IMPAKT Recycling Solutions. If IMPAKT Recycling Solutions should be addressed by third parties for that reason, then the Other Party is bound to assist IMPAKT Recycling Solutions both extra-judicially and judicially and to do immediately all that can reasonably be expected of it in that case. Should the Other Party fail to take adequate measures, IMPAKT Recycling Solutions is entitled, without notice of default, to do so itself. All costs and damage at the side of IMPAKT Recycling Solutions and third parties as a result of this, are integrally at the expense and risk of the Other Party.

Article 11. | Retention of title.

65. The Goods delivered by IMPAKT Recycling Solutions remain the property of IMPAKT Recycling Solutions until the Other Party has fulfilled all obligations from all Agreements made with IMPAKT Recycling Solutions.

66. If the Other Party does not comply with its obligations or IMPAKT Recycling Solutions has a well-founded fear that it will not do so, IMPAKT Recycling Solutions is entitled to remove or have removed the delivered Goods on which the retention of title referred to in paragraph 1 rests, from the Other Party or from third parties holding the Goods for the Other Party. The Other Party is obliged to cooperate in this under penalty of a 10% fine of the amount it owes per day that it fails to cooperate.

67. If third parties wish to establish or assert any right to the Goods delivered under retention of title, the Other Party is obliged to inform IMPAKT Recycling Solutions of this as soon as can reasonably be expected.

68. The Other Party undertakes:
    - to insure and keep insured the Goods delivered under retention of title against fire, explosion and water damage, as well as against theft. The Other Party shall give the policy of this insurance for inspection at first request of IMPAKT Recycling Solutions;
    - at first request of IMPAKT Recycling Solutions to pledge all claims of the Other Party on insurers with respect to the Goods delivered under retention of title to IMPAKT Recycling Solutions in the way prescribed in art. 3:239 of the Civil Code (BW);
    - at IMPAKT Recycling Solutions' first request, to pledge the claims the Other Party obtains towards his buyers when reselling the Goods delivered by IMPAKT Recycling Solutions under retention of title, to IMPAKT Recycling Solutions in the way prescribed in art. 3:239 BW;
    - to mark the Goods delivered under retention of title as the property of IMPAKT Recycling Solutions;- to cooperate in other ways with all reasonable measures IMPAKT Recycling Solutions wants to take to protect its right of ownership with respect to the Goods and which do not unreasonably hinder the Other Party in the normal execution of its business.

Article 12. | Final Provisions

69. Each Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.

70. The parties will not resort to the courts until after they have made every effort to settle the dispute by mutual agreement.

71. All disputes between the Parties arising from or related to the Agreement shall be settled by the competent court in Zwolle, the Netherlands.

72. If these general conditions are available in multiple languages, the Dutch-language version thereof shall always be decisive for the interpretation of the clauses contained therein.

73. The provisions of the Vienna Sales Convention shall not apply, nor shall any future international regulation on the sale of movable property, the effect of which may be excluded by the Parties.

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