General Terms and Conditions of Sale and Delivery

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1. These Terms apply to all negotiations, offers, agreements and any resulting obligations between Cooler Master Europe B.V., referred to hereinafter as 'CMEU', and
2. Any deviations from these Terms shall not be effective unless agreed in writing and shall only apply to the specific Agreement for which they have been
3. Any other document than the present General Terms and Conditions of Sale and Delivery, such as catalogues, prospects, advertisements and other notes shall only be informative and indicative, and shall not constitute a contractual obligation. Product related text and image and other product specific information have been carefully prepared; however, no responsibility is taken for the correctness of this information in all documents and digital media of
4. Any typographical, clerical, or other error omission in any sales literature, quotation, price list, order confirmation, invoice or other document of information issued by CMEU shall be subject to correction without any liability on the part of
5. In case CMEU does not always demand strict observance of these Terms, that does not imply that these Terms would not apply or that CMEU would lose the right to demand strict observance of these Terms in similar or other cases in
6. Nullity of any provision of these Terms will not affect the validity of the other provisions of these
7. General Terms used by a Customer shall never be binding on CMEU, unless expressly accepted by CMEU in writing.

1. Offers of CMEU are always without engagement, and are valid for 15 days, or longer or shorter to the extent as stated in the
2. All order acceptances are given exclusively based on these General Terms and Conditions of Sale and Delivery. Supplements, amendments, and verbal agreements shall require a written confirmation by CMEU to be legally
3. Revocation of an order already sent by the Customer and confirmed by CMEU shall be inadmissible.
4. In case CMEU performs any service (or part thereof) at Customer's request before full agreement has been reached with respect to the main Agreement, Customer shall pay this performance (or part thereof) on the basis of the rates as current in the market at that point in
5. Offers and quotations do not constitute a contract and are of no contractual value.
6. No order submitted by the Customer shall be deemed to be accepted by CMEU unless and when confirmed in writing by CMEU or the CMEU
7. Verbal agreements or arrangements with CMEU employees shall only be binding unless and when they are confirmed in writing by
8. To be legally effective, declarations of acceptance and all orders require written confirmation from CMEU (order confirmation) or written confirmation by email and/or fax are sufficient.
9. The quantity, quality, and description of any specifications for the goods shall be those set out in the Customers order (if accepted in writing by CMEU through the order confirmation).
10. Any such specification, sales literature, quotation etc. shall be strictly confidential and must not be made available to third parties. The Customer shall be responsible to CMEU for ensuring the accuracy of the terms of any order submitted by the Customer, and for giving CMEU any necessary information relating to the goods within a sufficient time to enable CMEU to perform the contract in accordance with its terms. If the goods are to be manufactured or any process is to applied to the goods by CMEU in accordance with the specification submitted by the Customer, the Customer shall indemnify CMEU against all loss, damages, costs and expenses awarded against or incurred by CMEU in connection with or paid or agreed to be paid by CMEU in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual rights of any other person which results from CMEU use of the Customers specification. CMEU reserves the right to make any changes in the specification of the goods which may be required to conform to applicable statutory requirements, without being held responsible for such changes.
11. In addition, where the goods are to be supplied to CMEU's specification, CMEU reserves the right to make any changes which do not materially affect the quality or performance of the goods.

1. All prices and contract prices shall be prices for delivery Ex
2. Our prices are exclusive of VAT, any other taxes, costs and charges, costs of packing and transport, and costs of Insurance, unless expressly agreed otherwise in
3. If a change in price occurs after (part of an) Agreement has been entered into with Customer but prior to completion or delivery of goods, this change will not influence the agreed price for the goods already
4. On entering into an Agreement with a Customer, CMEU has the right to request a down payment.

1. Delivery takes place Ex Works, unless agreed
2. Indicated delivery times shall never be considered final deadlines. In case of non-observance of the indicated delivery time CMEU shall not be in default until after a written notification of default sent by Customer, and after Customer has given CMEU a reasonable period to subsequently meet its
3. Indicated delivery times shall not commence until after all formal requirements necessary for the start of the services have been met, all required documents have been received by CMEU and Customer has provided CMEU with any required information necessary for the performance of
4. Customer does not have the right to cancel the order and/or refuse to take delivery and/or to pay for the goods due to non-observance of the delivery
5. The costs of and risk of transport, delivery, collection, storage, and other services carried out for Customer by CMEU or carried out as ordered by CMEU in connection with the order shall be borne by Customer, unless agreed
6. Delivery of the goods shall be made by the Customer collecting the goods at the CMEU premises after CMEU has notified the Customer that the goods are ready for collection or, if some other place for delivery is agreed by CMEU, by CMEU delivering the goods to that place. If the Customer falls into arrears of acceptance of the goods or culpably breaches other cooperation duties, CMEU shall be entitled to demand reimbursement of the costs incurred by CMEU to this extent, including all and any additional expenditure and other damages. The right of CMEU to further-reaching claims shall remain
7. Liability for any loss of profits or any other consequential losses, including liability for loss of income which can otherwise customarily be achieved with the sold goods, shall be ruled
8. To the extent possible, the quantity ordered by the Customer shall be provided. Any difference in quantity resulting from the delivery note or the invoice shall be notified to CMEU in writing, albeit not later than two (2) working days after receipt of the
9. If the Customer fails to accept delivery on due date, he shall nevertheless make payment as if the delivery of the goods had been accepted. CMEU shall arrange for the storage of the goods at the risk and cost of the Customer. If required by the Customer, CMEU shall insure the goods at the cost of the

1. The obligation to inspect the quantity of the goods delivered is an obligation of Customer's. If Customer does not submit a complaint as soon as possible and in any case not within (5) working days after receipt of the goods delivered, the quantities stated on waybills, delivery notes, invoices and any such documents shall be considered
2. Complaints about invoices must be submitted in writing within (2) working days after the day at which the invoice has been sent. Other complaints must be submitted to CMEU by Customer in writing within (2) working days after receipt of the goods or after any defects have been or could have been
3. CMEU warrants that all items delivered under this agreement are under manufacturer's warranty limited to 12 months from the date of first
4. The above warranty is given by CMEU subject to the following conditions: CMEU shall not be liable for any defect in the goods arising from any design or specifications supplied by the Customer; CMEU shall not be liable under the above warranty if the total price for the goods has not been paid by the Customer at the due date for payment; the above warranty does not extend to parts, material or equipment manufactured by or on behalf of the Customer unless such warranty is given by the manufacturer to the
5. This warranty does not cover defects in or damage to the goods which are due to improper installation or maintenance, misuse, neglect, or any cause other than ordinary use of these goods.
6. The Customer is entitled to demand the delivery of any substitute goods, or repair or a reduction of the purchase price as set forth with the terms of each individual contract of sale. Liability for any loss of profits or any other consequential loss, including liability for income which can customarily be achieved with the goods sold, shall be ruled
7. Where any valid claim in respect of any goods which is based on any defect in the quality or condition of the goods is notified to CMEU in accordance with these Conditions, CMEU shall be entitled at CMEU's sole discretion to either replace the goods free of charge or repair the goods.
8. CMEU is not the manufacturer of the goods sold by him. CMEU therefore assumes no kinds of duties from such guarantees or warranties granted by the manufacturer. Written guarantee assurances granted by CMEU shall remain
9. CMEU does not guarantee the performance of any system. CMEU does not give any guarantee of performance. CMEU assumes no kind of guarantee of output or efficiency of any system or component delivered to the Customer.

1. CMEU shall always have the right to demand that Customer provides security for the proper and punctual observance of its payment
2. The Customer shall pay the price of the goods within the time specified by CMEU from the date of the CMEU invoice. Trade discounts need the prior written approval of
3. If Customer fails to effect payment within the term of payment as specified by CMEU, CMEU has the right to charge an interest in the amount of 1.5% per month commencing on the due date, whereby part of a month is considered one month, without prejudice to any other ensuing rights of
4. All orders shall be accepted under the provision that the Customer is in the position to pay the complete amount of the purchase price. If this prerequisite is no longer fulfilled, which shall be assumed if unfavourable information about the Customers economic situation exists or payments are not made within the agreed payment period, then CMEU can demand immediate cash payment before delivery of the Goods, regardless of the agreed payment date. In the event of a considerable deterioration of the financial situation of the Customer becoming known after conclusion of the contract or in the event of arrears in payment, CMEU shall have the right to withdraw from the contract and to demand immediate settlement of all claims, both due for payment and not yet due for payment. If CMEU makes use of the right to withdraw from the contract, the Customer shall reimburse CMEU for the loss of profits or expenditure incurred with a view to the order placed, in particular with a view to the working hours taken up. Payments must be made exclusively to
5. All costs of extrajudicial collection incurred by CMEU to have Customer fulfil its obligations shall be borne by Customer. These costs are calculated in accordance with the collection rates advised by the “Nederlandse Orde van Advocaten” at a minimum amount of € 750,--, all the above without prejudice to the right of CMEU to claim any real damage beyond that amount.
6. Setoff is prohibited unless CMEU has unconditionally acknowledged a counter claim of Customer in
7. CMEU has the right to apply any payments made by Customer - irrespective of the specification thereof given by Customer - first in payment of the costs and then in payment of the accrued interest and finally, in payment of the (oldest) principal amount and the current interest.

1. If Customer does not, not properly or not promptly fulfil any obligation on its part resulting from the Agreement, and also in case of bankruptcy, suspension of payment or if Customer is subject to curatorship and/or in case of discontinuation or liquidation of its enterprise and/or in case part of Customer's assets are attached, Customer shall be considered in default by operation of the law, and in that case CMEU at its own discretion, without any ensuing obligation to pay damages and without prejudice to any other rights of CMEU, without any notice of default or court intervention being required, shall have the right to rescind or to declare the Agreement or part thereof rescinded, or to suspend any (further) performance of the Agreement. In those cases, any claims of CMEU against Customer shall become due immediately, and in those cases CMEU shall further have the right to demand immediate payment of any amounts payable to
2. If payment in full has not taken place and Customer is or will be in default, CMEU may immediately reclaim any goods supplied, without prior notification of default being required. To that end Customer grants CMEU the right to enter its sites and premises. In that case the Agreement may be considered rescinded by CMEU without court intervention, without prejudice to the right of CMEU to claim a compensation for costs, damage, and

1. Any goods supplied by CMEU shall remain the property of CMEU until that point in time at which Customer has met all its obligations towards CMEU, including interest and costs. Until the time of full performance, payment or settlement Customer does not have the right to pledge any goods or transfer the ownership thereof to any third parties unless in the circumstance as described in the following sentence. As part of its normal operating activities Customer can sell and deliver goods to third parties for the purpose for which they were
2. Customer is obliged to properly insure the goods as referred to in this article. Customer is prohibited to pledge to any third parties or provide to third parties as security in the broadest sense any claims against its insurer as referred to in this paragraph. Payments on account of damage to and loss of the goods as referred to in this article shall replace the goods concerned by substitution and therefore will these payments be forwarded/paid to CMEU.
3. To the extent that CMEU should have any other claims against Customer, and CMEU has supplied goods and/or provided any services to Customer that cannot be subject to a reservation of ownership, Customer creates a nonpossessory pledge on said goods as security for the fulfilment of its obligations towards CMEU, and CMEU accepts this nonpossessory pledge. Customer shall on request to that effect made by CMEU sign a deed creating said pledge. Customer shall guarantee that Customer is entitled to pledge the goods and that the goods are not subject to rights of pledge or restrictive rights, except the rights of
4. In case Customer sells the goods that are subject to a right of pledge towards CMEU, Customer is obliged on request of CMEU to create a pledge on its claim against said debtor resulting from the
5. All costs in connection with the creation of and the performance of any required acts in connection with the reservation of ownership including the right of pledge, shall be borne by Customer.
6. If the goods are processed or reshaped by the Customer and if processing is done with goods that CMEU has no property in, CMEU shall become co-owner of the new object in the ratio of the value of the object of purchase (final invoice amount excluding VAT). If the blending is done in such a way that Customers object is to be regarded as the main object, it shall be deemed agreed that Customer assigns co-title to CMEU pro

1. CMEU has the right to keep any goods of Customer's which CMEU may have in its possession until Customer has fulfilled all its obligations towards
2. For goods to be exported to Germany also Appendix A on Retention of title (extended and/or prolonged) for business transactions (Eigentumsvorbehalt (verlängert und/oder erweitert) für den unternehmerischen Geschäftsverkehr) applies. In case of discrepancies or contradictions between the provisions set out in Appendix A and other provisions on retention of title in these Terms, the former shall

1. CMEU's liability shall never exceed compensation of the invoice amount or renewed delivery of goods, this at CMEU's discretion, and to the extent that CMEU is able to supply such goods.
2. CMEU's liability shall in no case exceed the maximum amount as is paid by its liability insurance company in that given case, increased by the deductible as applies to the case concerned.
3. CMEU shall never be liable for consequential damage and (in)direct operating damage, immaterial damage, damage caused by interruption of operating activities, loss of orders, loss of profit, processing costs and
4. Customer indemnifies CMEU against all claims brought by third parties, unless said claims are caused by intent on the part of
5. Customer undertakes in all cases to supply the purchased goods delivered to Customer by CMEU or the goods in which the products of CMEU are used and/or for which the products of CMEU are used, with clear instructions for use in the language of the country in which Customer will market said product - unless instructions for use are supplied by CMEU, which may not be removed - containing warnings for the risks both in case or normal use and in case of improper use of the goods concerned and/or their
6. Liability for consequential damages and/or intangible damages: Under no circumstances, CMEU shall be liable for damages consequential and/or indirect such as: operating loss of profit, commercial loss or any other consequential losses (including consequential and/or indirect damages for installation costs, transportation costs, handling fees, travel costs, )

1. Reusable packaging (packing materials, pallets, and such) used for the supply and/or for delivery by CMEU, will be separately charged in the invoice sent for the goods supplied by CMEU.
2. CMEU will send Customer a credit note for returned packaging as referred to in the first paragraph, in good time after receipt of the packaging. Contrary to the above provision CMEU shall not owe any payment in case of packaging returned in poor

1. In case of Force Majeure and other circumstances that are such that, according to the principles of reasonableness and fairness, CMEU cannot be demanded to perform or CMEU cannot demand performance of the Agreement, the performance of the Agreement may be suspended or - in case said suspension has continued for one year - the Agreement may be terminated by either party by means of a registered letter. In case part of the Agreement has been performed by CMEU Customer shall owe a proportionate part of the total
2. Force Majeure is understood to include any and all occurrences beyond the control of CMEU, preventing the normal manufacture or supply of the goods, such as (civil) war, riot, mobilization, strike, occupation, fire, frost, floods, or any other disruptions in operations both in the enterprise of CMEU and in the enterprises which, from which or through which CMEU obtains materials or orders or processes materials and/or raw materials, late supply of materials, raw materials, fuel etcetera, problems involving transport, lack of fuel and/or raw materials and/or labor, import and export restrictions, measures on the part of the E.U. or government entities, all the above in the broadest

1. All negotiations, offers, Agreements and any resulting obligations shall be governed by Dutch law exclusively. The applicability of the Vienna Sales Convention is expressly
2. Disputes between the parties are adjudicated exclusively by the competent court in the Netherlands.
3. Each party agrees to submit to the jurisdiction of the courts selected by
4. CMEU shall have the right to bring a claim before a court at the Customer's principal place of business or at his discretion before any other court being competent according to any national or international.

1. Title in the delivered goods (Reserved Goods) remains vested with CMEU until all claims arising from the respective contractual relationship or from any outstanding balance receivables from current account which CMEU may have been paid in
2. As long as title in the Reserved Goods has not yet passed on to him, the Customer undertakes to treat the Reserved Goods with care and to insure them at his own expense against fire, water and theft damage sufficiently at the new
3. The Customer is not entitled to pledge the Reserved Goods to third parties or to transfer them for security reasons. However, the Customer is entitled to use the Reserved Goods and to sell them further in the ordinary course of business, as long as he is not in default with his payment obligations. The Customer assigns the claims arising from the sale to his business partners to CMEU for the sake of security. CMEU accepts this
4. CMEU revocably authorizes the Customer to collect the claims assigned to CMEU in his own name and for his own account. This does not affect CMEU's right to collect the claims himself. However, CMEU will not collect the claims himself and will not revoke the direct debit authorization as long as the Customer duly fulfils his payment
5. If the Customer is in breach of the Contract with CMEU, in particular if he is in default with his payment obligations, CMEU may require the Customer to disclose the assigned claims and the respective debtors, to inform the respective debtors of the assignment and to hand over all documents to CMEU and to provide CMEU with all the information that CMEU needs to assert the
6. If the Reserved Goods are processed or altered by the Customer, such processing or altering will always be carried out for CMEU as manufacturer in CMEU’s name and for CMEU’s account. CMEU will directly acquire title in the newly created item (also counting as a Reserved Good) or – if processing or altering makes use of materials belonging to two or more owners – pro rata co-title (fractional ownership) in it commensurate with the ratio of the value of the Reserved Good (gross invoice value) to the value of the other processed/altered materials at the time of processing/altering. If the Reserved Good is combined or mixed or mingled with items which do not belong to CMEU, CMEU will acquire directly pro rata co-title in the newly created item commensurate with the ratio of the value of the Reserved Good (gross invoice value) to the value of the other combined, mixed or mingled items at the time of such combining, mixing or mingling; if the Reserved Good constitutes the principal item, then CMEU acquires sole title. If one of the other items must be regarded as the principal item, to the extent that the principal item belongs to the Customer, the Customer herewith transfers to CMEU pro rata co-ownership in the complete item in the above-stated ratio. CMEU herewith accepts this
7. If the Reserved Goods are seized or are subject to other interventions by third parties, the Customer is obliged, as long as the title has not yet passed on to him, to inform the third party of CMEU's property rights and to notify CMEU immediately in writing so that CMEU can enforce his property rights. The Customer shall be liable for the legal or extrajudicial costs incurred in this connection against CMEU, unless the third party is able to reimburse CMEU for these
8. The Seller undertakes, at CMEU's request, to release the securities to which he is entitled to release to the extent that the realizable value exceeds the value of the outstanding claims against the Customer by more than 10 %. The choice of the items to be released lies with CMEU.