MOVIDA UK Ltd. GENERAL TERMS AND CONDITIONS OF DELIVERY

1. Definitions

The terms below shall have the following meanings in these general terms and conditions of delivery and the agreements to which they apply:

General Terms and Conditions: these general terms and conditions of delivery;

Movida: Movida UK Ltd., with registered offices in 39 Sefton Lane Industrial Es. Liverpool L31 8BX ,  registered with the Chamber of Commerce under no. 13643819;

Quote: the written (or electronic) offer of Products to be delivered by Movida to Client, to which these General Terms and Conditions apply;

Client: the natural person or legal entity acting as a company that is registered in the trade register and wishes to purchase certain Products from Movida;

Agreement: the agreement between Movida and Client, any amendments or additions to it, and the General Terms and Conditions applicable to the agreement;

Products: all products and services provided by Movida, the resulting provisions and related activities that do not originate from third parties and for which any intellectual property rights, industrial property rights, and other rights are held by Movida, including product documentation, instructions for use, and packaging.

2. What we do

2.1 These General Terms and Conditions shall apply exclusively to every purchase and delivery of Products from Movida to the Client, all Agreements governing them, and all related work, both preparatory and executive in nature, including Quotes, order confirmations, and deliveries.

2.2 Deviating agreements shall only apply insofar as Movida has expressly accepted them in writing.

2.3 Amendments to (and additions to) any provision of the Agreement shall only go into effect if they are documented in writing and signed by both parties.

2.4 If for any reason any provision of these General Terms and Conditions or the Agreement is at any time voided or annulled, in whole or in part, the provisions herein shall remain in full force and effect.

2.5 In a situation as referred to in the previous paragraph, the parties shall negotiate the contents of a new provision that shall approximate the content and purpose of the original provision as closely as possible.

2.6 If there is any doubt as to the interpretation of one or more provisions of these General Terms and Conditions, the interpretation should be made in line with the spirit of those provision(s).

2.7 If a situation arises between the parties that is not regulated in these General Terms and Conditions, this situation should be assessed in line with the spirit of these terms and conditions.

2.8 If these General Terms and Conditions conflict with the Agreement or Quote, then the Agreement, the Quote, and finally these General Terms and Conditions shall prevail sequentially.

2.9 If Movida does not always demand strict compliance with these General Terms and Conditions, it shall not result in the inapplicability of the provisions therein or in Movida forfeiting the right to demand strict compliance with these General Terms and Conditions in other situations.

2.10 The term ‘in writing’ with respect to communications between Movida and the Client shall also mean electronic communications. Movida’s electronic system shall be deemed to be the only proof of the content and time of receipt and dispatch of the electronic communication concerned.

3. Provision of information

3.1 The Client shall provide Movida with all essential information in connection with the delivery of the Products prior to the Agreement being signed. The Client guarantees the accuracy and completeness of the information they provide or that is provided on their behalf that Movida uses as the basis for their Quote. This information obligation also applies if changes occur after the agreement is signed.

3.2 All Quotes provided by Movida are non-binding, unless otherwise stated by Movida. If a non-binding Quote is accepted, Movida is entitled to revoke the Quote within two working days after receipt of the acceptance.

3.3 The relevant information in the Quote shall only be binding for Movida if Movida has explicitly confirmed it in writing. Obvious mistakes or errors in the Quote shall not be binding for Movida.

3.4 The period of validity for Quotes is 3 weeks, starting on the day on which the Quote is dated. If the Client does not accept a Quote within this term, Movida shall be entitled to change the conditions and price included in the Quote.

4. Formation of an agreement

4.1 An Agreement shall be formed upon acceptance of the Quote by Movida. If Movida sends an invoice for the order, proceeds with delivery, and/or starts with the execution of the order, that shall constitute acceptance of the order.

4.2 If Movida sends a Quote, contract, or any other similar legally binding document to the Client and the Client fails to return the signed document to Movida, the Client accepts the contents of that document and Movida’s General Terms and Conditions by executing the agreement, such as a payment.

5. Pricing

5.1 If prices and/or rates for price-determining factors, such as things like wages, materials, currency differences, transport costs, import duties, or insurance rates undergo an increase, for whatever reason, Movida shall be entitled to change the agreed price immediately and proportionally to this increase.

5.2 If Movida’s execution of an Agreement is delayed at the request of the Client or due to their failure to provide information or instructions, incorrect provision of data, or other causes on the Client’s end, Movida shall be entitled to increase the prices with additional costs as a result, including loss of interest.

6. Invoicing and payment

6.1 The Client shall pay the total amount stated on the invoice, including VAT, at the latest within 30 days of the invoice date, unless otherwise agreed in writing. The Client is not entitled to suspend their payment obligations, even in the event of a claim.

6.2 Net payment must be made to Movida’s bank account, without any discount, deduction, or settlement, even if there are complaints from the Client. The value day indicated on Movida’s bank statements shall be considered the day of payment.

6.3 If the Client fails to pay on time, they shall be in default by operation of law, without any notice of default being necessary. From the day the Customer is in default until the day of full payment, the Customer shall owe standard interest of 1.5% on the amount due per month or part thereof, with part of a month to be counted as a whole month, or the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code, if the commercial interest rate is higher than the contractual interest rate. The Client shall owe ‘interest on interest’ after a period of one year, in accordance with the provisions of Article 6:119a paragraph 3 of the Dutch Civil Code. All of these provisions apply without prejudice to Movida’s right to full compensation under the law.

6.4 All collection costs for recovering the amount owed by the Client, both judicial and extrajudicial, shall be at the Client’s expense. This includes, among other things, the costs of seizure, bankruptcy application, collection costs, as well as the costs for attorneys, bailiffs, and other experts engaged by Movida. The extrajudicial collection costs to be incurred by Movida that Movida may charge shall – even in the context of penalty proceedings – amount to at least 10% of the total amount owed to Movida by the Client, with a minimum of EUR 750, plus VAT, without prejudice to Movida’s right to full compensation for damages and costs regarding the collection of the owed amounts.

6.5 Upon or after the conclusion of the Agreement, the Client shall, at Movida’s first request, be obliged to make advance payments for the amounts indicated by Movida. Movida shall not owe interest on advance payments.

6.6 The Client must have submitted complaints concerning invoices to Movida by registered letter with acknowledgement of receipt at the latest within 8 days after the invoice date, failing which invoices shall be deemed to have been accepted and approved by the Client, and complaints will no longer be accepted.

6.7 Movida is entitled to invoice Agreements that are executed in parts for each partial delivery.

6.8 Incoming payments are always used to cover judicial and extrajudicial costs, penalties, and interest first, and then payment of the oldest outstanding invoices with Movida, regardless of any other indication by the Client.

7. Warranty

7.1 With due observance of the provisions elsewhere in these General Terms and Conditions, Movida guarantees the soundness of the materials used for its Products, their construction, and their assembly. This warranty applies in the sense that all Products for which the Client can prove that they are defective within the guarantee period of 12 months after delivery or (in case of assembly by Movida) 12 months after assembly, as the direct result of the design, construction, faulty finishing, use of faulty materials, or faulty assembly by Movida, shall be replaced or repaired (at their discretion) by Movida free of charge or (in case of faulty assembly) reassembled.

7.2 Movida’s obligation as outlined above shall not apply if: a. a defect results from the fact that Movida was given incomplete or incorrect information with respect to the type or form of execution of the goods on which the Products have been mounted or for which the Product is to serve; b. a defect is caused by a defect or change in the configuration (used in combination with the Products); c. a defect is caused by normal wear and tear of certain parts; d. statutory and/or Movida’s instructions for mounting, reassembling, use, and/or inspection and maintenance of the Products (whether or not in combination with equipment/software) have not been followed; e. the delivered Products (and/or equipment/software used in combination with them) have been used improperly or not in accordance with the agreed or customary purpose or instructions for use provided by the supplier, or if they have not been maintained properly; f. changes or repairs have been made to the Products without Movida’s prior written permission; g. the delivered Products have been damaged by external causes such as fire, etc.; h. the Client does not, does not properly or does not timely fulfil or has not fulfilled any obligations towards Movida arising from the underlying Agreement.

7.3 If Movida replaces Products or their parts in fulfilment of their warranty obligations, they shall become the property of Movida starting at the time of replacement.

7.4 The Client shall return the faulty Products or their parts to Movida at Movida’s first request, at Movida’s expense and risk and in accordance with their instructions.

7.5 Repair or replacement of Products or reassembly shall not interrupt or extend warranty or claim periods.

8. Retention of title and securities

8.1 Subject to the provisions of these General Terms and Conditions, all Products delivered by Movida to the Client shall remain the property of Movida until the moment of full payment of all their claims against the Client for the Products delivered under an Agreement, including claims for shortcomings in the fulfilment of an Agreement (such as interest, costs, and fines), as referred to in Article 3:92 of the Dutch Civil Code. The Client is not entitled to a right of retention in respect of these Products.

8.2 The Client may sell or resell Products within the context of their normal business operations, but no security rights may be established on them as long as Movida retains the title to the Products.

8.3 The Client shall be obliged to exercise the generally expected due care with respect to all Products subject to Movida’s retention of title, to grant Movida access to these Products, and to inform Movida immediately in writing of any third-party action that relates or may relate to the delivered Products in a way that is detrimental to Movida.

8.4 Movida is entitled to repossess Products delivered to the Client that have remained the property of Movida, or have them repossessed, if the Client does not fulfil their obligations or if Movida has reason to assume that the Client will not meet their payment obligations. The Client is obliged to facilitate the repossession. The costs related to repossession are to be borne by the Client. Upon repossession, the Client shall be credited based on the invoice value or, if the Products are damaged, based on the fair market value.

8.5 Movida maintains a right of retention with respect to all Products that are under Movida’s control and intended for the Client, as long as the Client has not fulfilled their obligations.

8.6 The Client shall be obliged (in every case) to provide further security for the fulfilment of their obligations to Movida (such as the provision of an acceptable bank guarantee) at Movida’s first request.

8.7 The Client shall be obliged to communicate Movida’s retention of title to third parties (such as bankruptcy trustees and attachors who claim any right with respect to the Products on which Movida has retained a title). The Client must immediately inform Movida of this in writing, by letter and by e-mail.

9. Quality marks and intellectual property rights

9.1 All rights to the registered Products delivered by Movida, including industrial and intellectual property rights, belong exclusively to Movida or their licensors. The sale and delivery of the Products to the Client does not generate any rights with respect to the rights in question.

9.2 The Client is not permitted to remove or change any indications of quality marks, such as CE marking, trade names, patents, or other rights on the Products delivered by Movida.

9.3 Movida is not liable for breaches of intellectual or industrial property rights of third parties caused by the combination of Products delivered by Movida or parts thereof with equipment or products not originating from Movida, or caused by changes to the Products delivered by Movida that have been made without Movida’s permission.

9.4 The Client shall not remove or render invisible or illegible (in whole or in part) any identifying marks affixed to the Products.

10. Remedies for breaches

10.1 When:

1. the Client files bankruptcy, is declared bankrupt, or applies for suspension of payments; or
2. the Client dies or is placed under guardianship; or
3. a resolution is passed and/or a decision is made to liquidate the Client or terminate the Client’s business activities, or to sell the Client’s business activities, or Movida is of the opinion that the nature of Client’s business activities has changed substantially; or
4. the Client does not or does not fully comply with any obligations to Movida under the law or contractual conditions; or
5. the Client fails to pay an invoice amount owed to Movida within the specified period; or
6. all or part of the Client’s assets are seized; or
7. a situation similar to a to f arises under the law of the Client’s country of residence,

the Client shall be deemed to be legally in breach and the amounts still owed to Movida by the Client shall become immediately due and payable. Movida shall then be entitled to immediately dissolve all or part of the Agreement without notice of default or judicial intervention, or to suspend their obligations, without prejudice to Movida’s other rights, such as rights regarding already expired penalties, interest, and the right to compensation.

10.2 Movida shall not be obliged to pay any damages to the Client in case of termination of the Agreement in accordance with the provisions of this article.

10.3 If a situation as referred to in the previous paragraph arises, Movida is entitled to repossess the Products, free of all rights for the Client, and without the obligation to return the Products to the Client. In that case, Movida and their authorised representative(s) shall be entitled to enter the Client’s premises/buildings in order to take possession of the Products. The Client shall be obliged to take the necessary measures to enable Movida to exercise its rights.

11. Liability and indemnity

11.1 Movida’s liability towards the Client shall be limited to the provisions of Article 7.

11.2 Movida shall not be liable for any other damage in connection with the sale or use of the Products, including direct damage, consequential damage, business damage, losses suffered, missed savings, damage due to business interruption, or damage as a result of third-party claims against the Client.

11.3 Movida shall not be liable for damage caused by acts or omissions by personnel employed by Movida or other persons whose services Movida engages, including recommendations or advice for the application and use of the Products, except in cases where there is intent or deliberate recklessness.

11.4 Advice provided does not discharge the Client from their obligation to examine the Products (each time) for their suitability for the intended purposes and, if necessary, to take them out of commission. The actual application and use of the Products shall be entirely at the expense and risk of the Client. Movida shall not be liable for this.

11.5 Movida shall never be liable for any damage if and to the extent it results from a failure to comply with directions/instructions provided by Movida (e.g. with respect to assembly or re-assembly) or a failure to comply with user, control, and/or maintenance requirements for Products or equipment/software used in combination by the Client or employees or third parties they have engaged.

11.6 Movida shall also never be liable under any circumstances if and insofar as damage results from a defect of or the use of Client’s products.

11.7 The Client shall never hold Movida employees and third parties engaged by Movida personally liable in connection with an Agreement.

11.8 The Client must hold Movida liable for damage suffered or still to be suffered within one calendar month after they became aware or could reasonably have become aware of a damage-causing event. Any claim for damages against Movida, except a claim that has been recognised by Movida, shall lapse 12 calendar months after the claim arose.

11.9 Conditions that limit, exclude, or determine liability that can be invoked against Movida by Movida’s suppliers in connection with the delivered Products, shall also be invoked by Movida against the Client.

11.10 Movida employees or outside persons engaged by Movida for the execution of the Agreement may invoke all defences to be derived from the Agreement vis-à-vis the Client, as if they were parties to that Agreement themselves.

11.11 Should Movida, notwithstanding the above, be liable to pay damages, the Client expressly acknowledges that Movida’s liability to the Client, contractually or otherwise, shall in any case be limited to the invoice value of the Product purchased by the Client that gives rise to the damage-causing event or (if lower) an amount of EUR 3,000 in total per series of events with the same cause.

11.12 The Client shall be obliged to indemnify and hold harmless Movida, their employees, and third parties they have engaged in cases of claims by third parties in connection with the sale/delivery and assembly, as well as the existence and/or use of the Products with respect to damage for which Movida is not liable under the Agreement.

12. Force majeure

12.1 If Movida is prevented from executing or continuing to execute the Agreement due to force majeure of a permanent or temporary nature, regardless of whether the force majeure could have been foreseen, Movida shall be entitled to dissolve all or part of the Agreement by means of a written notification to this effect, without judicial intervention and without any obligation to pay damages, without prejudice to Movida’s right to payment by the Client for services already rendered by Movida before the situation of force majeure occurred, or to suspend all or part of the (continued) execution of the Agreement. Movida shall notify the Client regarding the situation of force majeure as soon as possible. In case of suspension, Movida shall still be entitled to dissolve all or part of the Agreement.

12.2 Force majeure includes all circumstances that cause Movida to be temporarily or permanently unable to meet their obligations, such as fire, frost, strikes or work lockouts, riots, war, government measures such as import or export restrictions, supplier default, electricity outages, computer, telephone, and internet outages, theft or embezzlement from Movida warehouses or workplaces, and all other circumstances in which Movida cannot reasonably be required to meet or continue to meet their obligations to the Client. Force majeure of Movida’s suppliers shall also be deemed to be force majeure for Movida.

12.3 If the force majeure on the part of Movida lasts longer than 3 months, the Client shall be authorised to dissolve in writing the portion of the Agreement that cannot be executed.

13. Transfer

13.1 The Agreement concluded between Movida and the Client and the rights and obligations arising from it cannot be transferred to third parties without Movida’s prior written consent.

13.2 The Client grants Movida the right in advance, without requiring the Client’s explicit permission, to transfer the entire agreement or parts thereof to: a) parent, sister and/or subsidiary companies; b) a third party in the event of a merger or takeover at Movida. Movida shall inform the Client accordingly if this occurs.

14. Applicable law and competent court

14.1 All Agreements entered into by the parties shall be governed by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG) does not apply.

14.2 Any disputes in connection with or arising from an Agreement, including a wrongful act, shall be submitted exclusively to the competent court where Movida is located in the first instance, without prejudice to Movida’s right to submit a dispute to another court with jurisdiction under the law or pursuant to a treaty.

Complaints

Complaints can be submitted by e-mail or by mail. Complaints by e-mail may be addressed to info@movida.nl. Please state in the subject that your message concerns a complaint and include the following information in the e-mail:

• Your name
• Address
• Phone number where you can be reached
• A substantive description of the complaint

You will receive a confirmation that the complaint was received within 48 hours, and it will then be handled within 14 days. In case more time is needed to handle your complaint, we will communicate that to you.