1 DEFINITIONS

1.1. General terms and conditions : these terms and conditions of the seller.

1.2. Seller: The seller is understood to mean Prior Projects BV, trading under the names Prior Welding and Lasapparaat te koop, located in Middelburg, Herculesweg 16, 4338 PL, email: info@priorwelding.nl

1.3. Buyer : the business counterparty or consumer who enters into an agreement with the seller regarding the delivery of goods and/or the performance of work and/or the provision of services.

1.4. Model form : the model withdrawal form made available by the seller and which can be completed by a consumer when he or she wishes to exercise his or her right of withdrawal.

1.5. Distance contract : a contract concluded by the buyer and seller by making exclusive use of one or more techniques for distance communication

1.6. Distance communication technology : means that can be used to conclude a contract without the consumer and seller being in the same place at the same time.

1.7. Right of withdrawal : the option for the consumer to cancel the distance contract within the cooling-off period;

1.8. The consumer : the natural person who is not acting in the exercise of a profession or business.

1.9. The business counterparty : the legal entity or the person acting in the exercise of his profession or business.

2 GENERAL

2.1 These terms and conditions apply to all our offers, quotations, agreements and other legal relationships, insofar as the seller has not expressly deviated from these terms and conditions in writing.

2.2 If the buyer refers to its own general terms and conditions of purchase or delivery when accepting the agreement, we expressly reject these.

2.3 These terms and conditions also apply to agreements with the seller, for the execution of which the seller must involve third parties.

2.4 These general terms and conditions prevail at all times over any general terms and conditions of the buyer. Even if the buyer's terms and conditions contain a provision of the same meaning as stated above, the seller's general terms and conditions prevail at all times over any such buyer's terms and conditions.

2.5 If one or more provisions of these terms and conditions are at any time declared null and void or annulled, in whole or in part, the remainder of these terms and conditions will remain fully applicable. The seller and buyer will then consult with each other to agree on new provisions to replace the null and void or annulled provisions, taking into account the purpose and intent of the original provisions as much as possible.

2.6 If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should be in accordance with the spirit of these provisions.

2.7 If a situation arises between the parties that is not covered by these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.

2.8 If the seller does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the seller in any way loses the right to demand strict compliance with the provisions of these terms and conditions in other cases.

2.9 The Seller reserves the right to amend or supplement these terms and conditions. Amendments to these terms and conditions also apply to existing agreements. The Seller will notify the Buyer of these amendments in writing.

3 FORMATION AND EXECUTION OF THE AGREEMENT

3.1 All our offers and quotations are non-binding, unless a deadline for acceptance is specified in the quotation. If no deadline for acceptance is specified, no rights can be derived from the quotation or offer if the product to which the quotation or offer relates becomes unavailable in the meantime.

3.2 The seller cannot be held to its quotations or offers if the buyer could reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or typographical error.

3.3 An agreement with the seller will only be concluded if the seller expressly confirms the agreement to the buyer.

3.4 If the acceptance (whether or not on minor points) deviates from the offer contained in the quotation or offer, the seller is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless the seller indicates otherwise.

3.5 If the buyer has accepted the offer electronically, the seller will immediately confirm receipt of acceptance of the offer electronically. If an offer has not yet been accepted by the buyer, the seller is entitled to withdraw or amend the offer. As long as the seller has not confirmed receipt of this acceptance, the buyer may terminate the agreement.

3.6 A composite quote does not obligate the seller to perform part of the order for a corresponding portion of the quoted price. Offers or quotes do not automatically apply to future orders.

3.7 The Seller is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

3.8 The buyer shall ensure that all information the seller indicates is necessary, or that the buyer reasonably should understand is necessary, for the performance of the agreement is provided to the seller in a timely manner. If the information required for the performance of the agreement is not provided to the seller in a timely manner, the seller has the right to suspend the performance of the agreement and/or charge the buyer for the additional costs resulting from the delay at the then customary rates. The performance period shall not commence until the buyer has provided the seller with the information. The seller shall not be liable for damages of any nature whatsoever resulting from the seller's reliance on incorrect and/or incomplete information provided by the buyer.

3.9 If, during the execution of the agreement, it becomes apparent that it is necessary to amend or supplement it for its proper performance, the parties will amend the agreement in a timely manner and by mutual agreement. If the nature, scope, or content of the agreement is changed, whether or not at the request or instruction of the seller, and the agreement is thereby amended qualitatively and/or quantitatively, this may have consequences for what was originally agreed upon. As a result, the originally agreed amount may also be increased or decreased. The seller will provide a price quote in advance where possible. Furthermore, an amendment to the agreement may alter the originally specified performance period. The buyer accepts the possibility of amending the agreement, including changes in price and performance period.

3.10 If the agreement is amended, including any supplement, the seller is entitled to implement it only after approval has been obtained from the authorized person within the buyer and the seller has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement, or failure to implement it immediately, does not constitute a breach of contract by the seller and does not constitute grounds for the buyer to terminate or cancel the agreement.

4 SUSPENSION, TERMINATION AND INTERIM TERMINATION OF THE AGREEMENT

4.1 The seller is entitled to suspend the fulfillment of the obligations or to terminate the agreement if the buyer fails to fulfill the obligations under the agreement, does not fulfill them in full or does not fulfill them on time, if the seller has good reason to fear, based on new information, that the buyer will not fulfill their obligations, if the buyer was requested to provide security for the fulfillment of their obligations under the agreement upon conclusion of the agreement and this security is not provided or is insufficient, or if, due to the delay on the buyer's part, the seller can no longer be required to fulfill the agreement under the originally agreed conditions.

4.2 Furthermore, the seller is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement is impossible or if other circumstances arise that are of such a nature that the seller cannot reasonably be expected to maintain the agreement unchanged.

4.3 If the agreement is terminated, the seller's claims against the buyer are immediately due and payable. If the seller suspends fulfillment of its obligations, it retains its rights under the law and the agreement.

4.4 If the seller suspends or dissolves the agreement, he is in no way obliged to compensate for any damage or costs incurred in any way as a result.

4.5 If the termination is attributable to the buyer, the seller is entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.

4.6 In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and to the extent the seizure is not lifted within three months – against the buyer, debt restructuring, or any other circumstance as a result of which the buyer can no longer freely dispose of its assets, the seller is entitled to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the seller's claims against the buyer shall be immediately due and payable.

5 PRIZES

5.1 The Seller is authorized to increase the agreed price in the event of wage increases, increases in the price of materials and raw materials, increases in the VAT rate, and other price increases that lead to an increase in the cost price.

5.2 The consumer has the right to terminate the agreement if a price increase occurs within a period of three months from the notification of the price increase.

5.3 The agreed price is ex seller. Orders over €400 are delivered free of charge. For orders over €200 placed through the online store, shipping costs are €15 excluding VAT.

6 DELIVERY

6.1 Delivery of the goods will take place at the buyer's premises.

6.2 The goods will be delivered to the buyer within the term, but if it concerns a consumer, at the latest within 30 days, which is not a strict deadline.

6.3 The place of delivery shall be the address that the buyer has communicated to the seller.

6.4 If delivery is delayed, or if an order cannot be fulfilled or can only be partially fulfilled, the consumer will be notified of this no later than 30 days after placing the order. In that case, the consumer has the right to terminate the agreement free of charge and is entitled to any compensation.

6.5 The costs of any return shipment are borne by the consumer or buyer. The risk of damage and/or loss of products rests with the seller until the moment of delivery to the consumer or a previously designated representative notified to the seller, unless expressly agreed otherwise. If the consumer designates a carrier and the seller does not offer this carrier, the risk passes to the consumer upon receipt of the product by the carrier.

6.6 In the event of cancellation, the seller will refund the amount paid by the consumer as soon as possible, but no later than 14 days after cancellation.

6.7 The seller will be in default towards the buyer after written notice of default has been given, granting a reasonable period within which to comply.

7 THE CASE

7.1 The Seller guarantees that the product and/or service complies with the agreement. If used outside the Netherlands, the Buyer must verify whether the product and/or service is suitable for use there and whether it meets the applicable conditions.

8 RESERVATION OF OWNERSHIP

8.1 The item delivered by the seller to the buyer remains the property of the seller until the buyer has properly fulfilled all obligations arising from the agreement(s) concluded with the seller, including but not limited to payments for all deliveries, both current and future.

8.2 The buyer is not authorized, without the seller's permission, to pledge (without possession of the goods), to lease them to third parties, to sell them, or to use them as a means of payment, the goods delivered to the buyer, which are subject to the retention of title pursuant to paragraph 1 of this article. Furthermore, the buyer is obligated, at the seller's request, to provide security for the amount owed, for example, by issuing a bank guarantee.

8.3 The buyer must always do everything that can reasonably be expected of them to safeguard the seller's ownership rights. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the buyer is obligated to immediately notify the seller. Furthermore, the buyer agrees to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to make the insurance policy available for inspection to the seller upon first request. In the event of a payment from the insurance, the seller is entitled to these funds. To the extent necessary, the buyer agrees in advance to cooperate with the seller in everything that may (appear to be) necessary or desirable in this regard.

8.4 In the event the seller wishes to exercise its ownership rights as referred to in this article, the buyer hereby grants unconditional and irrevocable permission in advance to the seller and any third parties designated by the seller to enter all places where the seller's property is located and to repossess it.

9 ADVERTISING

9.1 The buyer is obligated to inspect the delivered goods (or have them inspected) immediately upon delivery or completion of the relevant work. The buyer must examine whether the quality and/or quantity of the delivered goods correspond to what was agreed upon and meet the requirements agreed upon by the parties. Any visible defects must be reported to the seller in writing within 48 hours of delivery. Any hidden defects must be reported to the seller in writing immediately, but in any case no later than fourteen days after discovery. The report must contain a description of the defect in as much detail as possible, so that the seller can respond adequately. The buyer must give the seller the opportunity to investigate a complaint.

9.2 Relative, minor, commercially customary or technically unavoidable deviations and differences in quality, colour or finish cannot constitute grounds for complaint.

9.3 If an item does not comply with the agreement, the seller is only obliged to the buyer to take back the item and replace it with another copy, or (proportionately) credit the purchase price.

9.4 If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the seller, will be borne in full by the buyer.

9.5 Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the seller and third parties involved by the seller in the performance of an agreement is one year.

10 FORCE MAJEURE

10.1 Seller shall not be obliged to fulfil any obligation towards Buyer if prevented from doing so as a result of a circumstance beyond its control and for which it is not responsible under law, a legal act or generally accepted views.

10.2 Force majeure, as defined in these terms and conditions, in addition to its definition in law and case law, means all external causes, whether foreseen or unforeseen, over which the seller has no control, but which prevent the seller from fulfilling its obligations. This includes strikes in the seller's business or that of third parties. The seller also has the right to invoke force majeure if the circumstance preventing (continued) fulfillment of the agreement occurs after the seller should have fulfilled its obligation.

10.3 The Seller may suspend its obligations under the agreement for the duration of the force majeure event. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

10.4 If and to the extent that the seller has, at the time the force majeure occurs, partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the seller is entitled to invoice the part already fulfilled or to be fulfilled separately. The buyer is obligated to pay this invoice as if it were a separate agreement.

11 LIABILITY

11.1 If the seller is liable, then this liability is limited to what is stated in this provision.

11.2 In the event of damage to a defective item, the seller shall be obliged to do no more than take back the item and replace it with another copy or credit the purchase price.

11.3 If the seller is liable for any damage, the seller's liability is limited to the invoice value of the order, or at least to that part of the order to which the liability relates.

11.4 The seller's liability is in any case limited to the amount of the payment made by his insurer in the event.

11.5 Seller is only liable for direct damage.

11.6 Direct damage is understood to mean only the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage as defined in these terms and conditions, any reasonable costs incurred to ensure that the seller's defective performance complies with the agreement, insofar as these can be attributed to the seller, and reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. The seller is never liable for indirect damage, including consequential damage, lost profits, lost savings, and damage due to business stagnation.

11.7 The seller shall never be liable to the buyer for damage resulting from a defect in the item, late deliveries, or damage caused by incorrect advice.

11.8 The buyer indemnifies the seller against all claims from third parties who suffer damage in connection with the performance of the agreement, the cause of which is attributable to parties other than the seller. If the seller is held liable by third parties for this reason, the buyer is obligated to assist the seller both in and out of court and to immediately take all steps that may be expected of them in that case. Should the buyer fail to take adequate measures, the seller is entitled, without notice of default, to take such measures itself. All costs and damages incurred by the seller and third parties as a result thereof shall be borne entirely by the buyer.

11.9 The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the seller or his managerial subordinates.

12 PAYMENT AND COLLECTION COSTS

12.1 Payments from the buyer to the seller must be received by the seller within 14 days of concluding the agreement. When purchasing products through the webshop, the consumer must pay the amounts due within 14 days of the start of the cooling-off period referred to in Article 10, paragraph 1.

12.2 The Buyer must make payments to the Seller using the methods offered on the website.

12.3 In the event of payment in instalments, each instalment must be received within 14 days of its expiry.

12.4 The seller is entitled to request advance payment from the buyer, either in cash or otherwise. When selling products to consumers, the general terms and conditions may never obligate the consumer to pay more than 50% in advance. If advance payment has been agreed upon, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) until the agreed advance payment has been made.

12.5 The Buyer is obliged to immediately report any inaccuracies in payment details provided or stated to the Seller.

12.6 The seller has the right to apply payments made by the buyer first to the costs, then to the accrued interest, and finally to the principal and accrued interest. The seller may, without defaulting, refuse an offer of payment if the buyer specifies a different order for the allocation of the payment. The seller may refuse full repayment of the principal if the accrued and accrued interest and collection costs are not also paid.

12.7 The business counterparty is automatically in default with the seller if payment is not received within the aforementioned period. In the event of late payment, the business counterparty owes the seller interest of 1.5% per month, or part thereof. If the consumer fails to meet their payment obligation(s) on time, after the seller has notified them of the late payment and granted the consumer a period of 14 days to meet their payment obligations, the consumer will owe statutory interest on the outstanding amount after failure to pay within this 14-day period, and the seller is entitled to charge the extrajudicial collection costs incurred by the consumer. These collection costs amount to a maximum of: 15% on outstanding amounts up to €2,500; 10% on the subsequent €2,500; and 5% on the subsequent €5,000, with a minimum of €40. Seller may deviate from the stated amounts and percentages for the benefit of the consumer

12.8 Offsetting by the buyer against the seller's claim is not permitted. Objections to the amount of an invoice do not suspend the payment obligation. A buyer who is not entitled to invoke Section 6.5.3 (Articles 231 through 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

13 RIGHT OF WITHDRAWAL

13.1 When purchasing products, the consumer has the right to cancel the agreement without giving reasons within 14 days. This cooling-off period begins on the day after the consumer, or a representative designated in advance by the consumer and notified to the seller, receives the product.

13.2 During the cooling-off period, the consumer will handle the product and its 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, including all accessories supplied, in its original condition and packaging, undamaged, to the seller within 14 days of withdrawal, in accordance with the reasonable and clear instructions provided by the seller.

13.3 If the consumer wishes to exercise their right of withdrawal, they are obligated to notify the seller within 14 days of receiving the product. The consumer must submit this notification using the model form. After the consumer has indicated their intention to exercise their right of withdrawal, they must return the product within 14 days. The consumer must prove that the delivered goods were returned on time, for example, by providing proof of shipment.

13.4 If the consumer has not indicated that he or she wishes to exercise his or her right of withdrawal after the expiry of the periods mentioned in paragraphs 2 and 3, or has not returned the product to the seller, the purchase is final.

13.5 If the seller has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the cooling-off period will expire twelve months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article.

13.6 If the entrepreneur has provided the consumer with the information referred to in the previous paragraph within twelve months after the commencement date of the original reflection period, the reflection period will expire 14 days after the day on which the consumer received that information.

13.7 The aforementioned provisions do not apply if the other party is a business buyer.

14 COSTS IN THE EVENT OF REVOCATION

14.1 If the consumer exercises their right of withdrawal, they will be responsible for no more than the costs of return. The seller is not obligated to pay additional costs if the consumer has expressly chosen a method other than the least expensive standard delivery method offered by the seller.

14.2 If the consumer has paid an amount, the seller will refund this amount as soon as possible, but no later than 14 days after the date the seller receives the notice of withdrawal. If the seller has not received the product after the aforementioned 14 days, the aforementioned 14 days commence after the seller receives the product back or when the consumer demonstrates that they have returned the product, whichever occurs first.

14.3 If the seller receives the product back damaged, the consumer is only entitled to the residual value of the product.

15 EXCLUSION OF RIGHT OF WITHDRAWAL

15.1 The seller may exclude the consumer's right of withdrawal to the extent provided for in paragraph 2 of this article. The exclusion of the right of withdrawal applies only if the seller has clearly stated this in the offer, or at least in good time before the conclusion of the agreement.

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

1. which have been created by the seller in accordance with the consumer's specifications;
2. that are clearly personal in nature;
3. which by their nature cannot be returned;
4. that can spoil or become outdated quickly;
5. which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
6. which after delivery are irreversibly mixed with other products by their nature;
7. the price of which is subject to fluctuations on the financial market over which the seller has no influence and which may occur within the cancellation period.

16 WARRANTY

16.1 The seller grants the buyer the following warranty, unless otherwise agreed in writing: 1 year on manufacturing defects in delivered goods.

16.2 The warranty is not transferable and is granted exclusively to the buyer.

16.3 The seller does not provide any warranty in the event of careless use, neglected maintenance, normal wear and tear, and aging.

16.4 No warranty is provided if any adjustments of any kind have been made to the delivered goods by or on behalf of the buyer.

16.5 The Seller does not provide any warranty with respect to items that are damaged after delivery due to external causes such as fire, weather conditions, and vandalism.

17 INTELLECTUAL PROPERTY

17.1 All drawings, models, specifications, and calculations are subject to the manufacturer's copyright and remain the property of the manufacturer. The buyer is obligated to provide the seller with the aforementioned documents upon request.

17.2 The buyer is not permitted to copy or otherwise reproduce the aforementioned documents without the written permission of the manufacturer or seller and/or to use and/or distribute them in any other way.

17.3 The manufacturer or seller reserves the rights and powers granted to them under the Copyright Act and other intellectual property laws and regulations. The manufacturer or seller also has the right to use the knowledge acquired through the performance of an agreement for other purposes, provided that no strictly confidential information of the buyer is disclosed to third parties.

17.4 By placing an order with the seller, the buyer grants the seller permission to use the company name, logo, and photos of customers and associates for media content, unless expressly agreed otherwise with the seller at the time the agreement is concluded.

18 GDPR

18.1 The buyer is obliged to provide the seller with his/her correct name, address, place of residence, telephone number and account number .

18.2 When performing its services under this agreement and any other agreements with the seller, the seller processes data, including personal data of the consumer, in compliance with applicable laws and regulations regarding the protection of personal privacy.

18.3 The manner in which consumer data is processed is set out in the entrepreneur's privacy statement, as published on its website. If new developments necessitate this, the privacy statement will be updated.

18.4 If the buyer notices or suspects that third parties have improperly gained access to the website through their account, they must immediately report this to the seller.

19 CONSUMER LAW

19.1 If and to the extent that the buyer is a natural person and is not acting in the exercise of his or her trade or profession and one of the aforementioned provisions is inconsistent with statutory consumer law, the statutory provisions regarding consumer law will apply.

20 JURISDICTION

20.1 The offers, agreements and other legal relationships subject to these general terms and conditions are exclusively governed by Dutch law, including Book 6, Title 5, Section 3, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship resides there.

20.2 Disputes between the consumer and the seller regarding the conclusion or performance of agreements relating to products and services to be supplied or supplied by this entrepreneur can, subject to the provisions below, be submitted by the consumer to the Disputes Committee via the European ODR Platform (http://ec.europa.eu/consumers/odr/)

20.3 The court of the seller's place of business has exclusive jurisdiction to hear disputes between the seller and the buyer, unless the law prescribes otherwise. Nevertheless, the seller has the right to submit the dispute to the legally competent court.

20.4 The applicability of the Vienna Sales Convention is excluded.

Name of the entrepreneur: Prior Projects BV
Trading under the names: Prior Welding and Welding equipment for sale

Business address: Herculesweg 16,

4338 PL Middelburg

Email address: info@priorwelding.nl

Chamber of Commerce number: 68961324
VAT identification number: NL857666010B01