Terms & Conditions.

The following terms and conditions apply to current and future business relations of Arbo Avi B.V. (hereinafter referred to as "Arbo Avi") with businesses (in the meaning of the consumer protection laws; hereinafter referred to as "Buyer") for the supply of goods and services. The following terms and conditions also apply to all interactions on any website affiliated with Arbo Avi. By interacting with Arbo Avi you are agreeing to be bound by these terms and conditions and all applicable laws and regulations. If you do not agree with any or all of these terms, you are prohibited from using or accessing Arbo Avi.

Arbo Avi interprets the terms and conditions as follows:

• All offers made by Arbo Avi and all contracts concluded between Arbo Avi and the Buyer are subject to the following terms and conditions which shall prevail over any other terms or conditions which you may seek to introduce, unless otherwise expressly agreed to in writing by Arbo Avi.
• Arbo Avi reserves the right to alter these terms and conditions at any time at its own will. The terms and conditions can be consulted at all times on the website of Arbo Avi.

Arbo Avi's summary company details:

Arbo Avi maintains the following terms for the price of goods:

• The price of goods shall be the quoted price shown in the Offer and consequently at checkout. Arbo Avi reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods in order to reflect any material increase in the cost to Arbo Avi which is due to any factor beyond the control of Arbo Avi.
• Arbo Avi can also offer variable prices for goods or services whose prices are subject to fluctuations in the financial market and over which Arbo Avi has no influence. This dependence on fluctuations and the fact that any prices quoted are target prices shall be stated in the offer.
• The prices stated in the offer of goods or services are exclusive of VAT, the VAT rate is explicitly stated. Arbo Avi will charge the Buyer VAT at checkout if required by law. Arbo Avi shall use the Buyer's provided and verified VAT number and shipping address for this purpose.
• Deductions granted to the Buyer (cash or sales discounts, refunds etc.) and other terms more favorable for the Buyer as compared to these general terms and conditions shall not apply in case of payment defaults, other breaches of contract or insolvency of the Buyer.

Arbo Avi maintains the following terms for the product offers:

• Offers placed by Arbo Avi through the platform, by email or any other means of communication contain a complete and accurate description of the goods and/or services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the Buyer.
• All images across Arbo Avi's platform are either actual images or a true representation of the goods and/or services offered.
• Before the Buyer is bound by a contract, or a product offer to that effect, Arbo Avi will provide the Buyer in a clear and comprehensible manner, insofar as applicable to this offer, the following information:
  1. the total price of goods and/or services, including all taxes;
  2. where applicable, any additional freight, delivery or postage and any other charges or, if such charges cannot reasonably be calculated in advance, the fact that such charges may be due;
  3. the manner in which the contract is concluded and which actions are required for this;
  4. whether or not the right of withdrawal applies;
  5. the methods of payment and delivery and the estimated period within which Arbo Avi shall deliver the goods or provide the services;
  6. the final validity period of an offer, if applicable, or the express conditions under which the offer can be accepted;
  7. whether the contract will be archived after its conclusion, and if so, how it can be consulted by the Buyer.
• Obvious errors in the offer, including obvious clerical errors, are not binding for Arbo Avi. An obvious error is also understood to mean such a low offer that the Buyer knew or should reasonably have known that it concerned an apparent error in the offer.
• In the event that the Buyer has accepted an offer with an obvious typo or error, the Buyer will be immediately informed by e-mail of the obvious error. The e-mail also sets a term within which the consumer or client is offered the opportunity to accept the correct offer.

Arbo Avi maintains the following terms for the conclusion of contracts:

• The contract is concluded at the time of acceptance of the offer by the Buyer and the fulfillment of the associated conditions.
• With the acceptance of a product offer, the Buyer declares their binding and irrevocable order. Arbo Avi is entitled to accept such order within the period of ten days after receipt.
• If the contract is concluded electronically, Arbo Avi will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the Buyer can pay electronically, Arbo Avi will take appropriate security measures.
• Arbo Avi is entitled to suspend the fulfillment of its part of the contract, dissolve the contract or attach special conditions to the execution of the contract, for example after examination of the creditworthiness of the Buyer or due to lack of availability of goods and/or services, without incurring any liability.
• Arbo Avi is entitled to automatically record and store all conversations with Buyers to prove the content of conversations in complaints cases as well as for internal quality assurance and training. The Buyer can revoke this consent at any time.

Arbo Avi maintains the following terms in relation to payment for goods sold:

• Payment is possible using any of the payment methods offered by Arbo Avi.
• Unless otherwise explicitly agreed in writing, the amount owed by the Buyer must be paid within 14 days after the start of the reflection period.
• When full or partial advance payment has been stipulated, the Buyer cannot assert any rights with regard to the execution of the relevant order or service(s) before the stipulated advance payment has been made.
• Payments by the Buyer shall be deemed made if and at the time and to the extent finally, unconditionally, irrevocably and incontestably credited to the indicated bank account of Arbo Avi. The payment term runs from the invoice date and is deemed complied with only if the Arbo Avi bank account is credited by the specified due date.
• All payments not received when payable will be considered overdue. In such a case, Arbo Avi is entitled to charge interest at the rate of 10% plus the Eonia overnight rate per annum from when the payment becomes due until the amount is paid in full.
• The Buyer shall bear any and all fees related to payment of the agreed amount.
• The Buyer must immediately review received contracts, order confirmation documents and invoices. Objections against any of the aforementioned documents are admissible only within a term of ten business days after receipt of the document; thereafter the content and the amount of the invoice shall be deemed accepted by the Buyer.

From time to time, Arbo Avi will work with third party financing providers to offer invoicing and financing solutions to the Buyers. Whenever Arbo Avi works with such a third party financing provider for any order, the Buyer of the order agrees to purchase the goods on the agreed payment, invoicing and financing terms as defined by Arbo Avi and the third party financing provider. The Buyer expressly consents to Arbo Avi's right to resell or assign any receivables arising from the order to the third party financing provider. In instances where the receivables are assigned to a third party financing provider, fulfilment is deemed complete upon delivery to the Buyer, and the Buyer shall make the payment to and as per the terms as defined by the third party financing provider.

Arbo Avi maintains the following terms in relation to shipments and delivery of products:

• Delivery of products is made through a shipping carrier, facilitated by Arbo Avi, or on occasions by the supplier. Arbo Avi typically notifies the Buyer upon dispatch of goods.
• Products are delivered to the address specified by the Buyer to Arbo Avi. If the address turns out to be incorrect and/or the products are returned, no further action will be taken by Arbo Avi.
• Arbo Avi maintains a minimum shipment quantity of one Full Truckload (FTL) below which orders will not be accepted. Arbo Avi is free to change the minimum shipment quantity at will.
• Arbo Avi reserves the right to wholly or partially cancel an order if (i) it so desires without prejudice to any other right or if (ii) some or all of the goods are deemed undeliverable. In case of cancellation, Arbo Avi aims to refund the paid amount to the Buyer, within ten business days of cancellation. Once an offer has been accepted, the Buyer relinquishes the right to cancel the order under any circumstance.

In addition to the above terms:

• Lead and processing times mentioned across Arbo Avi's platform are approximate and cannot be guaranteed.
• Any dates quoted for delivery of the goods are approximate and cannot be guaranteed. Arbo Avi shall not be liable for any delay, irrespective of the cause. The products may also be delivered in advance of the quoted delivery date. Actual delivery within 15 days before or after the agreed or announced time is permissible and deemed to be on time. In case of further delays the Customer is obligated to grant a grace period of four weeks in writing.
• Over- or underdeliveries up to 10 percent of the agreed quantity shall be accepted against proportional adjustment of the invoice amount, not unusual and minor dimensional tolerances even without adjustment of the invoice amount, and do thus not represent a defect. Partial deliveries are admissible and may be invoiced separately. Weight specifications are non-binding, unless deliveries were expressly charged to the Buyer by weight.

Arbo Avi maintains the following terms in relation to risk to and property of goods sold:

• Risk of damage to, or loss of, goods will pass to the Buyer once said goods either: a. have been collected by the Buyer from an agreed-upon address; or b. have been provided to the relevant shipping carrier by Arbo Avi or the supplier.
• Notwithstanding delivery and the passing of risk of said goods to the Buyer, full ownership of the goods will remain with Arbo Avi until such time as Arbo Avi has received in cash or cleared funds payments of the full purchase price of the goods (including but not limited to any additional costs such as shipping, commission and any payment fees).
• The Buyer is obligated to treat the goods during the period of retention of title with care and to properly store the goods distinguishable from other goods free of charge. Unless the Buyer is in default, they have the right to process and resell the goods of Arbo Avi in business transactions notwithstanding the rights of Arbo Avi.

Arbo Avi maintains the following terms in relation to claims and refunds:

• Should the Buyer desire to claim for their order:
  1. The Buyer's responsibility is to notify Arbo Avi no later than ten business days after final invoice issuance.
  2. In cases where Arbo Avi issues a final invoice prior to delivery, the Buyer's responsibility is to notify Arbo Avi no later than ten business days after delivery.
• Arbo Avi reserves the right to refuse all claims requested beyond the given timeframe, irrespective of any insurance purchased by the Buyer.
• Arbo Avi reserves the right to request further supporting evidence where the provided evidence isn't sufficient.
• Arbo Avi reserves the right to reject a claim in cases where the Buyer refuses or fails to provide requested supporting evidence within the supplied timeframe.
• Upon notice to the Buyer that their claim is being investigated, the typical time frames provided are approximate and cannot be guaranteed. Arbo Avi is not bound by any time frames to provide a decision or refund.
• Administrative and operational costs, such as shipping costs and payment fees, are only refunded in some circumstances and provided at the discretion of Arbo Avi.

If any or all of the following points hold:

• The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order, (being an individual or firm) becomes bankrupt (being company) goes into liquidation otherwise than for the purpose of amalgamation or reconstruction; or
• On encumbrance takes possession, or a receiver is appointed to any of the property; or assets of the Buyer; or
• The Buyer ceases, or threatens to cease to carry on business; or
• Arbo Avi reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer.

Then without prejudice to any other right or remedy available to Arbo Avi:

• Arbo Avi shall be entitled to cancel outstanding orders or suspend any further deliveries without any liability to the Buyer, and if any goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Arbo Avi will not be liable for any failure to perform which is due to Force Majeure. As used here the term "Force Majeure" means any event beyond the reasonable control of Arbo Avi including but not limited to:

• fire, flood, earthquake, explosion, inclement weather or unforeseeable natural occurrence or accident;
• strikes, lock-outs, work-to-rule, or other labor disputes;
• war, civil unrest, acts of vandalism, or other violence;
• any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, civil or military authority;
• global pandemics;
• delay, cancellation or disruption of travel arrangements;
• illness or injury to personnel;
• any pre-emption, failure, degradation or severance of any facility or equipment that Arbo Avi has procured for the provision of business.

Information contained on Arbo Avi is assumed to be not known to the general public ("Confidential Information"). Arbo Avi protects its Confidential Information against unauthorized use and disclosure. As such, you agree that:

• all Confidential Information will remain Arbo Avi's exclusive property
• you will use Confidential Information only to evaluate potential purchases from Arbo Avi
• you will not disclose Confidential Information to any individual, company or other third parties
• you will notify Arbo Avi immediately upon discovery of any unauthorized use of Confidential Information or any breach of this agreement
• upon Arbo Avi's request, you will deliver to Arbo Avi all materials containing Confidential Information and, at our option, provide Arbo Avi with a written certification of compliance

You also agree that you will not disclose information about Arbo Avi that is confidential or proprietary to you or any other person or company and that you will not share access to the Arbo Avi's website with third parties without the Arbo Avi's explicit permission.

Arbo Avi is free to revise these terms and conditions at any time and without notice. By using Arbo Avi's platform, you agree to be bound by the then-current version of its Terms and Conditions.

The agreement, these general terms and conditions, and any non-contractual obligations in connection with it, are governed exclusively by Dutch law, with the exclusion of the Vienna Convention for the International Sale of Goods.

The Amsterdam district court has jurisdiction to settle all disputes in connection with the relation between Arbo Avi and the Buyer and these general terms and conditions, including disputes concerning its existence, validity and any non-contractual obligations.

Notwithstanding the foregoing, Arbo Avi and its assignees reserve the right to collect outstanding payments of the Buyer at any competent court in the jurisdiction of the Buyer's domicile.