(ii) EuropeSpares: a partnership under Dutch Law, having its statutory seat and holding its offices at Bolderweg 72 F, 8243 RD Lelystad, the Netherlands;

EuropeSpares
Phone number: +31 (0)320 820 994
E-mail address: info@europespares.com
Number in trade register: 71286624
VAT identification number: NL858651981B01

(iii) Principal: each natural or legal person that to EuropeSpares, in its capacity as re-seller and/or business Principal, grants commission to the delivery of goods;

(iv) Parties: Principal and EuropeSpares jointly; each separately: “Party”;

Article 2. Applicability of the General Terms and Conditions

These General Terms and Conditions are applicable to all legal relations including deliveries, designated offers, order confirmations and/or agreements with EuropeSpares.

EuropeSpares can only be held to deviations from these General Terms and Conditions, if these have been agreed in writing.
All natural or legal person affiliated to EuropeSpares, involved by EuropeSpares in the execution of the agreement, can make a claim on these General Terms and Conditions.
General Terms and Conditions of Principal are not applicable on all legal relations with EuropeSpares, unless agreed in writing.
If and insofar one or more stipulations from these General Terms and Conditions are invalid, eligible for invalidation, or shall otherwise be deemed not applicable by intervention of the courts, the other stipulations of the General Terms and Conditions remain in force without restriction, and parties shall have to come in mutual consultation to a different stipulation, that agrees as much as possible with the invalid or invalidated stipulation.
Principal, with whom a legal relation exists, to which these General Terms and Conditions are applicable, agrees with the applicability of these General Terms and Conditions to later agreements between parties.

Article 3. Designated offers, offers and agreements

All designated offers and/or offers made by EuropeSpares are non-binding. Orders and acceptations of designated offers and/or offers by Principal are regarded as irrevocable.
Only if EuropeSpares accepts any commission of Principal in writing, or has started with the execution, an agreement with EuropeSpares has been concluded. Insofar EuropeSpares has sent no order confirmation to Principal, then the content of the agreement will be determined by the commission, the custom (between parties) and these General Terms and Conditions.
Possible documents delivered along by others than EuropeSpares, including but not exclusively, technical specifications, quality norms, designs and/ or drawings, do not bind EuropeSpares, except for and insofar that is agreed in writing. Slight deviations cannot be held against EuropeSpares.
Returning and/or crediting of goods ordered to many or erroneously, shall only take place with written permission of EuropeSpares.

Article 4. Delivery

Delivery takes, unless agreed otherwise, place from the warehouse in Lelystad, or a place to be determined further by EuropeSpares. If Principal does not or not timely give instructions concerning the manner of shipment, then EuropeSpares is free to make a choice by itself concerning the transporter and the means of transport. EuropeSpares is also free to deliver and to invoice each commission in parts.
The risk of the delivered goods is transferred to Principal on the moment of actual delivery.
On the moment, on which the goods will be delivered to Principal, or the moment on which these according to the agreement, will be made available to Principal, then he is obliged to accept these.
In case of refusal to acceptance and/or negligence with the provision of information and/or instructions which are necessary for the delivery, or goods that cannot be transported to the place of destination by causes independent of the will of EuropeSpares, then these goods shall be stored for the account and risk of the Principal. Principal agrees in that case with compensation to EuropeSpares of all additional costs, including in any case storage and transport costs.
EuropeSpares strives as much as possible for delivery within the stated delivery times. Stated delivery times shall, however, never be regarded as fatal terms, unless explicitly agreed in writing otherwise. Upon non-delivery, Principal must declare EuropeSpares in writing in default, whereby a reasonable term is granted to deliver after all, whereby a reasonable term is granted, to deliver after all. If and insofar no delivery takes place within this term, then Principal has the right to dissolve the agreement, without that any right to compensation of damages exists.

Article 5. Samples, models and examples

If by EuropeSpares a sample, model or example has been shown or provided, then this will be assumed to have only been shown or provided by manner of designation: the characteristics of goods to be delivered, may deviate from the sample, model or example, unless explicitly was stated that would be delivered according to the shown or provided sample, model or example.

Article 6. Purchase price

Concerning all legal obligations between EuropeSpares and Principal, applies that the purchase price is based on the Euro. If invoicing takes place in a currency other than the Euro and between the moment of conclusion of the agreement and the delivery, a change in the exchange rate has occurred, then EuropeSpares will be authorized to review of the original purchase price in the applicable foreign currency.
All stated prices are exclusive of VAT or other local taxes or levies.
Notwithstanding the stipulations in this Article, each sale takes place under the explicit condition that the price (prices) is (are) based on the price determining factors at the time of the conclusion of the sale. If and insofar, between the moment of conclusion of the agreement and the delivery, changes might occur in the aforementioned price determining factors (including, but not solely; increases of and/or surcharges on the freight rates, reference prices, import duties, customs or other levies, taxes and/or purchase prices), then EuropeSpares is authorized to proceed to review of the original asking price.
Principal has the right to dissolve the agreement, in the case that the price increase amounts to more than 20%.

Article 7. Warranty

EuropeSpares warrants that the goods delivered by it, are free of design, materials and manufacturing errors during a period of 1 month after delivery, unless agreed otherwise.
If EuropeSpares decides, that Principal rightfully claims under warranty, then EuropeSpares shall repair or replace the good. The choice for replacement or repair of goods that fall under the warranty, is fully reserved to EuropeSpares.
The warranty does not apply, if damage is the consequence of an incorrect treatment.

Under incorrect treatment will be understood among others but not exclusively: the exposure of the good to electrical tensions higher than customary for this good, rough treatment; use at temperatures above 35 degrees Celsius or under -10 degrees Celsius.

EuropeSpares is not required to other warranties neither explicitly, nor implicitly, otherwise than that will be given in the agreement with Principal or in these General Terms and Conditions. In particular, EuropeSpares rejects possible implicit warranties of saleability and purpose, as well as the lawful warranties on hidden defects, the one and the other insofar permissible by law.

Article 8. Testing and reclamations

Principal is obliged to test the purchased and taken-off goods upon delivery each time immediately. In particular, Principal must verify whether the delivered complies with the agreement being:

– whether the correct goods have been delivered;

– whether the delivered goods concerning quantity, comply with what is agreed;

– whether the delivered goods comply with the agreed quality requirements or – if these are absent – with the requirements that may be set for a normal use and/or trade purposes;

Principal is obliged to inform EuropeSpares in writing within five working days after delivery, whether visible defects or shortages have been established.
In case of invisible defects, Principal must inform EuropeSpares in writing within five working days after discovery, but no later than within three months after delivery.
Despite timely reclamation, Principal remains obliged to payment and take-off or already ordered goods. Only after prior written permission by EuropeSpares, goods can be returned.

Article 9. Sanctions, illegal (trade) activities, fraud and money laundering

EuropeSpares wishes not to be involved, nor directly nor indirectly with any countries, regions, businesses or persons sanctioned by the European Union and/ or the United States. Nor does EuropeSpares wish to be involved with any party who is directly or indirectly involved with illegal (trade) activities, fraud and/ or money laundering.
Principal agrees to and explicitly declares not to be involved with any sanctioned countries, regions, businesses or persons, as sanctioned by the aforementioned authorities. Nor Is the Principal involved with any illegal (trade) activities, fraud and/ or money laundering. Not to be involved with should be interpreted in its broadest sense. This means that Principal is not in contact, nor takes part in any trade with any aforementioned parties or activities. Furthermore, the business contacts of Principal are not involved with any aforementioned parties or activities either, as far as the Principal knows or could be reasonably be expected to know.
Principal declares to take every step necessary to not become part of any illegal activities mentioned in ‘The Financial Supervision Act’ and ‘The Money Laundering and Terrorist Financing Act’. As an extent of this, Principal will conduct a due diligence investigation into all his business contacts for as far as this is necessary in accordance with the aforementioned laws.
If Principal finds out that one of the business contacts of Principal is involved with any sanctioned parties, illegal (trade) activities, fraud or money laundering it is Principal’s obligation to inform EuropeSpares immediately.
In case of an investigation by aforementioned authorities or by the bank of EuropeSpares, Principal agrees to full compliance with the investigation and to deliver any requested documents within two weeks.
Principal will be held responsible for any damage to EuropeSpares that originates from not complying with the aforementioned policy and laws.

Article 10. Liability

EuropeSpares is not bound to warranties and terms and conditions that have not explicitly been included in these General Terms and Conditions and/or in the agreement.
Hereby, EuropeSpares explicitly excludes the applicability of all warranties and terms and conditions regarding the goods that possibly could form part of an agreement in force between parties, based on among others the law, applicable regulations in the country where Principal has taken off the goods, opinions in trade or custom (including, but not solely limited to those regarding the quality and the suitability for a certain purpose, reasonable care and expertise), the one and the other insofar allowed to a maximum under the applicable law of the country, in which the goods have been taken-off by Principal. In particular, EuropeSpares bears no responsibility for the suitability of the purchased goods for the objectives of the Principal.
In view of the stipulations in section 3 of this Article, EuropeSpares is not liable for any loss of income, of profit, of contracts, or for any other subsequent damage, deriving from default, illegal act or otherwise.
In view of the stipulations in section 3 of this Article is in all instances the entire liability of EuropeSpares based on the agreement and these general stipulations – irrespective of whether it derives from default, illegal act or otherwise – limited to the amount that Principal has paid for the concerned good(s).
The liability of EuropeSpares shall, in the countries where no claim can be made on exclusion and/or limitation of liability, always be limited insofar that is allowed to the maximum under the law.
Principal hereby safeguards EuropeSpares explicitly for all claims of third parties (because of product liability) due to a defective good delivered by EuropeSpares to Principal, unless there is an instance of damage as a consequence of wilful intent or conscious recklessness on the side of EuropeSpares Principal safeguards EuropeSpares also for all other claims of third parties, such as regarding intellectual property rights.
Each claim against EuropeSpares shall expire in each case one year after the emergence thereof.

Article 11. Payment

Objections against invoices must be made known within two working weeks after the date of the invoice in writing to EuropeSpares. In no case shall the objections suspend the payment obligation. In case of correctness of the objections showing later, EuropeSpares shall proceed to settlement.
EuropeSpares is always authorized to require cash payment and/or advance payment or surety for payment of the due amounts.

Article 12. Retention of property and (silent) right of lien

The property of all goods sold by EuropeSpares remains with EuropeSpares as long as:
Principal has not complied with his payment obligations based on the agreement or similar agreements, and/or;
Principal has not complied with the executed to yet to be executed activities from the agreement, and/or;
The claims of EuropeSpares to Principal have not been resolved. Claims can include shortcomings in the compliance with such an obligation, including claims concerning fines, damage, interest and costs;
Principal has no right of retention on the goods delivered by EuropeSpares under retention of property.
In addition to the first section of this Article, Principal commits himself to, on first request thereto of EuropeSpares, to reserve a possession less right of lien, and insofar necessary, to vest it on the goods delivered by EuropeSpares to the Principal in property, as surety of all existing and future claims of EuropeSpares on whichever basis.
Principal is fully liable for the goods delivered under retention of property and shall keep these with the necessary care and as recognizable property of EuropeSpares.
In no case, Principal may give a right of lien on the delivered goods to a third party, or vest any other right thereon, as long as the property of the delivered goods has not been transferred to Principal. EuropeSpares however does allow that Principal delivers the goods delivered under retention of property in the framework of the normal execution of the enterprise of Principal, to third parties.
If Principal comes short in the compliance with his payment obligations towards EuropeSpares, or EuropeSpares has good ground to assume, that Principal shall come short in those obligations, then EuropeSpares is authorized to take back the goods delivered under retention of property, without that any notification of default or intervention of the courts is required. In such a case, the underlying agreement is dissolved without intervention of the courts and leaves unaffected the right of EuropeSpares to claim compensation of damages.
Principal is obliged to grant EuropeSpares or a third party designated by EuropeSpares access, to the places where the goods delivered under retention of property are located.
If and insofar third parties want to vest or claim any right on the goods delivered under retention of property, then Principal is obliged to notify EuropeSpares thereof in writing as soon as reasonably may be expected.

Article 13. Dissolution

EuropeSpares is authorized to suspend the agreement with Principal, or to dissolve without prior notification of default in whole or in part if:
Principal is involved with any of the in article 9 mentioned parties or regions.
a) Principal does not, not timely or not properly complies with one or more of his obligations;
b) Principal will be declared in a state of bankruptcy, files for suspension of payment, proceeds to cessation or liquidation of his enterprise, offers a settlement agreement, proves to be non-solvent or will be affected by attachment;
c) there is an instance of change or control at Principal;
d) of EuropeSpares in reasonableness, continuation of the agreement may not be expected;
e) there is an instance of Force Majeure.
EuropeSpares retains in the instances under section 1 of this Article, the right to compensation of damages without restriction, Furthermore, in the instances under section 1, each claim of EuropeSpares on the Principal will be payable upon demand directly and fully without that thereto any written or verbal announcement by EuropeSpares is required.
If and insofar Principal terminates an agreement with EuropeSpares in whole or in part, Principal is liable to pay to EuropeSpares the cancellation costs, which costs amount to 25% of the value of the underlying agreement(s). In addition, EuropeSpares has the right to charge made and yet to be made costs to Principal, and to claim compensation of damages, including missed profit. Principal has no right to restitution of amounts possibly paid to EuropeSpares, unless it shows that these exceed the scope of the costs and compensation of damages.

Article 14. Force Majeure

There is an instance of Force Majeure at the side of EuropeSpares, if EuropeSpares after the conclusion of the purchase agreement will be impeded to comply with its obligations from this agreement or with the preparation thereof, as a consequence of war, danger of war, civil war, terrorism, uprising, molest, fire, water damage, flooding, work strike, enterprise occupation, exclusion, import and export impediments, government measures, defects to machines, disruptions in the delivery of energy, all both in the enterprise of EuropeSpares and with third parties, of whom EuropeSpares has to source the required materials, as well as in case of storage or during transport, whether or not under own management, and furthermore all other causes, emerged outside the fault or the sphere of risk of EuropeSpares.
EuropeSpares also has the right to claim Force Majeure, if and insofar the circumstance that impedes compliance, emerges after EuropeSpares should have complied with its obligation.
If there is an instance of Force Majeure, the delivery and other obligations of EuropeSpares will be suspended. If the period in which compliance with the obligations of EuropeSpares by Force Majeure is not possible, lasts longer than two months, then both parties are authorized to dissolve the agreement, without that in that case an obligation to compensation of damages shall emerge.
If EuropeSpares at the time of the emergence of the Force Majeure has already complied with its obligations, or has only partially complied with its obligations, then EuropeSpares retains the right to invoice for the delivered part separately, and Principal is required to pay this invoice, as if it concerned a separate agreement.

Article 15. Applicable law

All legal obligations between EuropeSpares and Principal and these General Terms and Conditions are subject to the Laws of the Netherlands.
To that which is not covered by the Laws of the Netherlands, the Vienna Purchase Treaty will apply.

Article 16. Competent court

All disputes which might emerge between parties, further to their agreement or to further agreements and other acts in correlation with the present agreement such as for instance, but not exclusively, illegal acts, undue payments and unjustified enrichments, shall be resolved by the competent court of the court in Lelystad, Netherlands, under which EuropeSpares resorts, such except for insofar mandatory rules of competence would stand in the way of this choice.

B. Terms and Conditions for Suppliers

Article 17. Definitions

In these Supplier Terms and Conditions, the following meaning will be allocated to the following terms:

(i) Supplier Terms and Conditions: these Supplier Terms and Conditions of purchases of EuropeSpares;

(ii) EuropeSpares: a partnership under Dutch Law, having its statutory seat and holding its offices at Bolderweg 72 F, 8243 RD Lelystad, the Netherlands;

EuropeSpares
Phone number: +31 (0)320 820 994
E-mail address: info@europespares.com
Number in trade register: 71286624
VAT identification number: NL858651981B01

(iii) Supplier: each natural or legal person that to EuropeSpares, in its capacity as re-seller and/or business Supplier, fulfills the delivery of goods or services to Europespares B.V.;

(iv) Parties: Supplier and EuropeSpares jointly; each separately: “Party”;

Article 18. Applicability of the Supplier Terms and Conditions

These Supplier Terms and Conditions are applicable to all legal relations including deliveries, designated offers, order confirmations and/or agreements with EuropeSpares.

EuropeSpares can only be held to deviations from these Supplier Terms and Conditions, if these have been agreed in writing.
All natural or legal person affiliated to EuropeSpares, involved by EuropeSpares in the execution of the agreement, can make a claim on these Supplier Terms and Conditions.
Terms and Conditions of Supplier are not applicable on all legal relations with EuropeSpares, unless agreed in writing.
If and insofar one or more stipulations from these Supplier Terms and Conditions are invalid, eligible for invalidation, or shall otherwise be deemed not applicable by intervention of the courts, the other stipulations of the Supplier Terms and Conditions remain in force without restriction, and parties shall have to come in mutual consultation to a different stipulation, that agrees as much as possible with the invalid or invalidated stipulation.
Supplier, with whom a legal relation exists, to which these Supplier Terms and Conditions are applicable, agrees with the applicability of these Supplier Terms and Conditions to later agreements between parties.

Article 19. Designated offers, offers and agreements

All designated offers and/or offers made by EuropeSpares are non-binding up until the moment a definitive agreement has been reached. An agreement is deemed definitive when both supplier and EuropeSpares confirm the following subjects:
– Items & services
– Price per item
– Shipping cost
– Day of delivery
– Payment
– Additional costs or things of major importance such as customs fees or documentation
Acceptations of designated offers and/or offers by Supplier are regarded as irrevocable.
Possible documents delivered along by others than Supplier, including but not exclusively, technical specifications, quality norms, designs and/ or drawings supplied by official brand info, bind Supplier to these specifications.

Article 20. Delivery

Delivery takes place, unless agreed otherwise, to the warehouse in Lelystad, located at the Bolderweg 72F, 8243RD in Lelystad, or a place to be determined further by EuropeSpares.
The risk of the purchased goods is entirely for the Supplier, up until the moment after the moment of delivery.
Supplier strives as much as possible for delivery within the stated delivery times. In case of a delayed delivery, Supplier will compensate EuropeSpares for any damages arising from the delayed delivery.
In case of a delayed, damaged or incomplete delivery, EuropeSpares may dissolve the purchase agreement. The costs of returning the goods will be at the expense of supplier.
Supplier will compensate EuropeSpares for damages originating from a delayed, damaged or incomplete delivery within one week of the incurrence.

Article 21. Purchase price

Concerning all legal obligations between EuropeSpares and Supplier, applies that the purchase price is based on the Euro. If invoicing takes place in a currency other than the Euro and between the moment of conclusion of the agreement and the delivery, a change in the exchange rate has occurred, then EuropeSpares will be authorized to review of the original purchase price in the applicable foreign currency.

Article 22. Testing, warranty, reclamations and returns

Supplier warrants that the goods delivered by it, are free of design-, material- and manufacturing errors during a period of three months after delivery, unless agreed otherwise.
EuropeSpares will inspect the goods upon receipt. Quantities, the correctness of the goods, and a basic check concerning the quality of the goods.
EuropeSpares will inform Supplier as soon as possible, but no later than 7 days after delivery in case of visible defects or shortages of goods. Damages which can not be visibly observed by plain sight, will be expressed to Supplier as soon as possible, but no later than three months after delivery, as stated in article 6.1.
If EuropeSpares claims under warranty, then Supplier shall repair or replace the good(s), or refund EuropeSpares the purchase price including shipping and other additional costs. Supplier and EuropeSpares will try to agree on the method of compensation, but ultimately the method of compensation is reserved to EuropeSpares.
The warranty does not apply, if damage is the consequence of an incorrect treatment. Supplier has to prove the product has been treated incorrectly.
In case of a claim under warranty, supplier is responsible for all additional costs, including but not limited to shipping costs, return shipping costs and inspection costs.
In deviation of article 7.1, if at a later date a discovery is made that the delivered items are counterfeit, supplier will take full responsibility for all the damage and additional costs arisen from these counterfeit goods. These additional costs include, but are not limited to:
– Destruction of the counterfeit goods
– Inspection costs
– Legal costs including claims from the protected brands
– Shipping and logistics
– Customs
– Damage incurred by the buyers of EuropeSpares
In case of a return or upon discovery of counterfeit items, Supplier will wire the money back to EuropeSpares, to the bank account from which EuropeSpares has made the payment, within one week.
In the case the supplier has supplied counterfeit items to EuropeSpares, EuropeSpares has the right to pursue any incurred damage not only with the company of Supplier (read: Supplying company), but also its directors, executives and (indirect) owners of the company of Supplier.

Article 23. Payment

EuropeSpares will make the payment to Supplier after full receipt of the goods, and after inspection has been completed, unless otherwise agreed in writing.
EuropeSpares will only make payments to business bank accounts, registered in name of the Supplier, never to personal bank accounts.
In case of additional transfer fees during the payment, Supplier will pay these transaction costs, unless agreed otherwise.
In case EuropeSpares has made a pre-payment before delivery and the supplier can not fulfill the order for whatever reason, Supplier will wire the money back to EuropeSpares immediately.

Article 24. Sanctions, illegal (trade) activities, fraud and money laundering

EuropeSpares wishes not to be involved, nor directly nor indirectly with any countries, regions, businesses or persons sanctioned by the European Union and/ or the United States. Nor does EuropeSpares wish to be involved with any party who is directly or indirectly involved with illegal (trade) activities, fraud and/ or money laundering.
Supplier agrees to and explicitly declares not to be involved with any sanctioned countries, regions, businesses or persons, as sanctioned by the aforementioned authorities. Nor Is the Supplier involved with any illegal (trade) activities, fraud and/ or money laundering. Not to be involved with should be interpreted in its broadest sense. This means that Supplier is not in contact, nor takes part in any trade with any aforementioned parties or activities. Furthermore, the business contacts of Supplier are not involved with any aforementioned parties or activities either, as far as the Supplier knows or could be reasonably be expected to know.
Supplier declares to take every step necessary to not become part of any illegal activities mentioned in ‘The Financial Supervision Act’ and ‘The Money Laundering and Terrorist Financing Act’. As an extent of this, Supplier will conduct a due diligence investigation into all his business contacts for as far as this is necessary in accordance with the aforementioned laws.
If Supplier finds out that one of the business contacts of Supplier is involved with any sanctioned parties, illegal (trade) activities, fraud or money laundering it is Supplier’s obligation to inform EuropeSpares immediately.
In case of an investigation by aforementioned authorities or by the bank of EuropeSpares, Supplier agrees to full compliance with the investigation and to deliver any requested documents within two weeks.
Supplier will be held responsible for any damage to EuropeSpares that originates from not complying with the aforementioned policy and laws.

Article 25. Liability

EuropeSpares is not bound to warranties and terms and conditions that have not explicitly been included in these Supplier Terms and Conditions and/or in the agreement, unless mandated by Dutch law.
In view of the stipulations in section 6.9 of this agreement; directors, executives and (indirect) owners are personally liable in case of delivering counterfeit goods.
In view of stipulations in section 8 of this agreement; directors, executives and (indirect) owners can be held personally responsible for any damages incurred by EuropeSpares.
In view of stipulations in section 7.4 of this agreement; acceptance of a pre-payment whilst knowing the order can not be fulfilled, or not paying back the money immediately will result in the directors, executives and (indirect) owners to be personally liable for damages incurred by EuropeSpares.
The liability of EuropeSpares shall, in the countries where no claim can be made on exclusion and/or limitation of liability, always be limited insofar that is allowed to the maximum under the law.
Supplier hereby safeguards EuropeSpares explicitly for all claims of third parties (because of product liability) due to a defective good delivered to EuropeSpares by Supplier, unless there is an instance of damage as a consequence of willful intent or conscious recklessness on the side of EuropeSpares. Supplier safeguards EuropeSpares also for all other claims of third parties, such as regarding intellectual property rights.
Each claim against EuropeSpares shall expire in each case one year after the emergence thereof.

Article 26. Retention of property and (silent) right of lien

The property of all goods sold by Supplier remains with Supplier as long as:
- EuropeSpares has not complied with his payment obligations based on the agreement or similar agreements, and/or;
- EuropeSpares has not complied with the executed to yet to be executed activities from the agreement, and/or;
- So long as the claims of Supplier to EuropeSpares have not been resolved. Claims can include shortcomings in the compliance with such an obligation, including claims concerning fines, damage, interest and costs;
Supplier has no right of retention on the goods delivered under retention of property.
In no case, Supplier may give a right of lien on the delivered goods to a third party, or vest any other right thereon, as soon as the property of the delivered goods has been transferred to EuropeSpares.
If and insofar third parties want to vest or claim any right on the goods delivered under retention of property, then Supplier is obliged to notify EuropeSpares thereof in writing as soon as may reasonably be expected.

Article 27. Dissolution

EuropeSpares is authorized to suspend the agreement with Supplier, or to dissolve without prior notification of default in whole or in part if:
- Supplier is involved with any of the in article 8 mentioned parties or regions;
- Supplier does not fully, not timely, or not properly comply with one or more of his obligations;
- Supplier is declared, or will be declared in a state of bankruptcy, files for suspension of payments, proceeds to cessation or liquidation of his enterprise, offers a settlement agreement, proves to be non-solvent or will be affected by attachment;
- There is an instance of change of control at Supplier;
- EuropeSpares in reasonableness can not be expected to continue the agreement;
- There is an instance of Force Majeure.

EuropeSpares retains in the instances under section 1 of this Article, the right to compensation of damages without restriction. Furthermore, in the instances under section 1, each claim of EuropeSpares on the Supplier will be payable upon demand directly and fully without that thereto any written or verbal announcement by EuropeSpares is required.

Article 28. Force Majeure

There is an instance of Force Majeure at either side of the agreement, and either Party after the conclusion of the purchase agreement will be impeded to comply with its obligations from this agreement or with the preparation thereof, in the case of, but not limited to:

As a consequence of war;
Danger of war;
Civil war;
Terrorism;
Uprising;
Molest;
Fire damage;
Water damage or flooding;
Work strike;
Enterprise occupation;
Exclusion;
Import and export impediments;
Government measures;
Defects to machines;
Disruptions in the delivery of energy.

All both in the enterprise of either Party and with third parties, of whom either Party has to source the required materials, as well as in case of storage or during transport, whether or not under own management, and furthermore all other causes, emerged outside the fault or the sphere of risk of either Party.

Either Party also has the right to claim Force Majeure, if and insofar the circumstance that impedes compliance, emerges after either Party should have complied with its obligation.
If Supplier claims Force Majeure, but should have already fulfilled some of its obligations, EuropeSpares holds the right to claim all damages after the Force Majeure ends, originating from the not met aforementioned obligations.
If there is an instance of Force Majeure, all obligations of either Party will be suspended. If the period in which compliance with the obligations of either Party by Force Majeure is not possible, lasts longer than two months, then either Party is authorized to dissolve the agreement, without an obligation to compensation of damages.
If Supplier at the time of the emergence of the Force Majeure has already complied with its obligations, or has only partially complied with its obligations, then Supplier retains the right to invoice for the delivered part separately, and EuropeSpares is required to pay this invoice, as if it concerned a separate agreement.

Article 29. Applicable law

All legal obligations between EuropeSpares and Supplier and these Supplier Terms and Conditions are subject to the Laws of the Netherlands.
To that which is not covered by the Laws of the Netherlands, the Vienna Purchase Treaty will apply.

Article 30. Competent court

All disputes which might emerge between parties, further to this agreement or to further agreements and other acts in correlation with the present agreement shall be resolved by the competent court of the court in Lelystad, Netherlands, under which EuropeSpares resorts, such except for insofar mandatory rules of competence would stand in the way of this choice.