Terms and Conditions

Right of withdrawal

You have the right to cancel your order up to 14 days after receipt without stating a reason. After cancellation, you have another 14 days to return your product.

You will then be credited the full order amount, including shipping costs.

If you exercise your right of withdrawal, the product must be returned to the business with all supplied accessories and, where reasonably possible, in its original condition and packaging.

To exercise this right, you can contact us at info@tromm.com.

We will then refund the order amount due within 14 days after you register your return, provided the product has been received back in good order and we have received all necessary information. If the product is damaged or the packaging is more damaged than necessary to try the product, we may charge you for this reduction in value. Please handle the product with care and ensure it is properly packaged if you return it.

Submitting a dispute to this disputes committee involves costs that must be paid by the consumer to the relevant committee.

GENERAL TERMS AND CONDITIONS

Article 1. Applicability

1. These general terms and conditions apply to all agreements with Tromm International BV (hereinafter referred to as TROMM), including (requests for quotations, offers, or acceptances in relation to) such agreements.
2. The applicability of any general terms and conditions referred to by the Buyer in any form whatsoever is expressly excluded, unless accepted by TROMM in writing.
3. Any general (purchasing) conditions of the Buyer shall apply in addition to these terms only if the parties agree to this in writing. In the event of any conflict between the conditions, TROMM’s conditions shall prevail.
4. Between TROMM and the Buyer, if the parties have once contracted under the applicability of these terms, these terms shall also apply in full and irrevocably to subsequent agreements between the same parties, unless agreed otherwise in writing.
5. Between TROMM and the Buyer, if TROMM deviates once or more in favor of the Buyer from what is provided in these terms, this shall not create a precedent on which the Buyer may rely.
6. If and insofar as any provisions in these terms are null and void or are annulled, the remaining provisions shall remain fully in effect. The null and void or annulled provisions shall then be interpreted in such a way that their intent is observed as far as possible.
7. TROMM reserves the right to amend these general terms and conditions at any time. Amendments will be communicated to the Buyer in writing or electronically by email and will take effect one (1) month after the date of such notification, unless stated otherwise in the notification. If the Buyer does not submit a substantiated objection to the amendment within one (1) month after the date of the notification, the Buyer shall be deemed to have accepted the amendment. Subject to the foregoing, the Buyer hereby irrevocably waives the right to invoke any lack of intent in that respect.

Article 2. Quotation and duty to provide information

1. All quotations, offers, and other communications by TROMM are always non-binding.
2. TROMM is not obliged to honor an agreement at stated prices and/or conditions that are clearly based on a typographical or clerical error.
3. An agreement between TROMM and the Buyer is concluded only after TROMM has confirmed the Buyer’s order in writing, or after the Buyer has confirmed TROMM’s offers and quotations in writing, or from the time TROMM has commenced performance of the agreement.
4. Oral commitments and agreements with subordinate employees of TROMM shall bind TROMM only after and insofar as they have been confirmed in writing by the relevant subordinate employee.
5. The person contracting on behalf of or for the account of the Buyer warrants that they are authorized to represent the Buyer and that all necessary formalities in this regard have been fulfilled. By these terms, the Buyer declares that the person with whom TROMM contracts or is in contact is authorized on behalf of the Buyer to amend the agreement in any respect.
6. The Buyer guarantees the accuracy and completeness of the order details, requirements regarding quantity, destination, suitability or tolerance for the animals concerned and the type of product, under whatever heading (the “Data”) that TROMM receives from the Buyer for the execution of the order. The Buyer bears the duty and responsibility to provide TROMM with this information adequately, and TROMM is only obliged to deliver on the basis of this information. In the event of incorrectness or incompleteness of the aforementioned legal or technical Data, the consequences shall be for the Buyer’s account and risk. TROMM has no obligation to verify this Data.
7. The Buyer is also obliged to verify the correctness of the address details provided by the Buyer, in part because the order will be sent to the address provided by the Buyer. TROMM may assume that the details are correct and that if the order is sent to that address, it will be accepted at that address.

Article 3. Prices

1. Prices may change. The Buyer may therefore derive no rights from having purchased a product in the past at a particular price where that price has since been increased.
2. In the absence of an agreed fixed price, the price of the sold products shall be determined on the basis of the rates agreed between the parties at the time of the order, or, failing such determination, on the basis of the rates applicable at the place of delivery at the time of delivery of the products.
3. In the event of multiple Buyers, they shall all be jointly and severally liable for the performance of the contractual obligations.
4. The provisions of the preceding paragraph shall apply mutatis mutandis to a partially performed sale.
5. TROMM is entitled to require security from the Buyer for the performance of the payment obligations prior to performance of the agreement.
6. TROMM is entitled to pass on to the Buyer any increase in price of cost-determining factors, including in any case, but not limited to, the cost of raw and fuel materials, materials, manufacturing, currency exchange rates, transport, disposal and processing fees and the like, at TROMM’s discretion, which have arisen after the conclusion of the agreement but before delivery. If TROMM does so within 3 months after concluding the agreement, the Buyer shall have the right to dissolve the agreement if the increase justifies this, and the Buyer must exercise this right within 8 days after notification of the price increase. Dissolution of the agreement in this manner shall not entitle either party to compensation.

Article 4. Delivery time

1. The agreed delivery time is at all times an indicative timeframe and never a strict deadline.
2. If a delivery period has been agreed and TROMM does not deliver within that period, the Buyer must first give TROMM notice of default and set a new, reasonable period within which TROMM must still deliver.
3. The stated or agreed delivery period is based on the transport conditions, production expectations, or timely delivery to TROMM applicable or expected at the time the agreement is concluded.
4. Impossibility of timely delivery or delay in delivery does not entitle the Buyer to compensation or dissolution of the agreement, nor to suspension of existing payment obligations at that time. This is only different in cases of force majeure, as set out in Article 7 hereof.
5. TROMM is permitted to deliver sold goods and services to be performed in parts, unless a partial delivery has no independent value. In the event of partial delivery, TROMM is entitled to invoice each part separately.

Article 5. Delivery / shipment

1. Delivery takes place by offering the order at the address specified by the Buyer. The carrier’s report shall always serve as conclusive evidence of (the offer of) delivery.
2. TROMM has fulfilled its delivery obligation by offering the goods to the Buyer once.
3. The Buyer is obliged to accept the purchased goods without delay at the time and place at which they are offered to the Buyer.
4. If and insofar as there is a refusal of acceptance, such as when no one is at home at the stated address, return freight, storage costs, and other costs shall be entirely at the Buyer’s expense. This is only different if the Buyer refuses to accept the order because the order does not comply with the agreement. In that case, the complaint provisions of Article 10 hereof shall apply.

Article 6. Risk and delivery by third party

1. The risk of the goods during transport shall be for the Buyer’s account. Engaging third parties for transport shall be at the Buyer’s risk.
2. The Buyer authorizes TROMM to engage third parties for the transport of the goods, whereby TROMM is authorized on behalf of the Buyer to accept general clauses, including limitation of liability clauses, of the transporting third party.
3. The risk of the sold goods shall in any event pass to the Buyer from the time of delivery at the delivery address stated on the packing slip, or from the moment delivery is refused.

Article 7. Force majeure

1. Force majeure means circumstances that prevent performance of the obligations and that cannot be attributed to TROMM. This includes (if and insofar as such circumstances make performance impossible or unreasonably difficult) strikes, a shortage of raw materials due to, for example, weather conditions and other goods or services needed to perform the agreed services, out-of-stock inventory, stagnation at suppliers, carriers, or other third parties on whom TROMM depends, and general transport or export problems.
2. TROMM is also entitled to invoke force majeure if the circumstances preventing (further) performance occur after TROMM should have performed its obligation.
3. The Buyer agrees that during the period of force majeure, TROMM’s obligations under the agreement, such as delivery obligations, will be suspended, and the Buyer hereby irrevocably waives any right to compensation.
4. If the period during which performance by TROMM is not possible due to force majeure lasts longer than 7 days, TROMM is entitled to dissolve the agreement, without any obligation to pay compensation in that case.
5. If, at the time force majeure occurs, TROMM has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or deliverable separately, and the Buyer is obliged to pay that invoice as if it were a separate contract.

Article 8. Cancellation by the Buyer

1. Cancellation is possible if and insofar as the order has not yet been fully received. Cancellation by the Buyer of a concluded agreement can only take place with TROMM’s prior written consent. In the event of cancellation, the Buyer owes TROMM compensation of at least 33% of what the Buyer would have had to pay TROMM upon performance of the agreement, without prejudice to TROMM’s right to full reimbursement of costs and damages.
2. If and insofar as the order has already been received, cancellation is no longer possible. In that case, there may be a right of withdrawal (Article 9) or a defective product, to which the complaint and warranty provisions apply (Article 10 and Article 11 hereof, respectively).

Article 9. WITHDRAWAL Consumer

• The Buyer must be a consumer in order to have a right of withdrawal (Article 6:230h Dutch Civil Code).
• An order with a value of no more than € 50,- cannot be withdrawn (Article 6:230h Dutch Civil Code).
• Delivery of an order that has been irrevocably mixed with other goods cannot be withdrawn (Article 6:230p Dutch Civil Code).
• A product manufactured specifically for the relevant order cannot be withdrawn (Article 6:230p Dutch Civil Code).
• Excluded from withdrawal is an agreement that is withdrawn solely for the purpose of being concluded again at a later date at a lower price.
• Withdrawal does not require a reason and results in dissolution of the agreement.
• The Buyer may withdraw up to 14 days after receiving (the first part of) the order (Article 6:230o Dutch Civil Code).
• During the reflection period, the Buyer will handle the product and packaging with care. The Buyer will only unpack or use the product to the extent necessary to determine the nature, characteristics, and functioning of the product. The guiding principle is that the Buyer may only handle and inspect the product as would be permitted in a store.
• For withdrawal, TROMM has a withdrawal form on the website that the Buyer can complete. After completion by the Buyer, TROMM will verify whether the withdrawal requirements have been met and, if so, TROMM will refund what the Buyer has paid, including any delivery costs paid by the Buyer (Article 6:230r Dutch Civil Code), within 14 days after receipt of the withdrawal form.
• The Buyer declares that repayment may be made to the bank account used by the Buyer for payment to TROMM, unless the Buyer expressly provides a different bank account number.
• The Buyer is obliged to return the withdrawn order to TROMM in a demonstrable manner, at the Buyer’s own expense, properly packaged, undamaged, unused, and within 14 days after withdrawal (Article 6:230s Dutch Civil Code). If the Buyer fails to do so, the parties agree on a penalty of € 25,- per day, including part of a day, until the day TROMM has received the order.

Article 10. Inspection of delivered goods and right to complain

1. If the Buyer has a right of withdrawal, the Buyer may dissolve the order without stating reasons and return the product, in accordance with Article 9 hereof. If the right of withdrawal is not invoked or does not apply, the following shall apply.
2. The Buyer must inspect (or have inspected) the purchased goods immediately upon delivery, regardless of whether delivery takes place to a third party. The Buyer must verify whether the delivered goods conform to the agreement, without prejudice to the provisions of Article 11, namely:
   • whether the correct goods have been delivered;
   • whether the correct quantity or correct weight has been delivered
   • whether the delivered goods meet the quality requirements or, if these are lacking, the requirements that may be expected for normal use and/or commercial purposes. Defects that, given their nature or minor severity, do not justify a complaint or liability do not constitute grounds for a complaint, including in any event if, under normal use, they do not pose a health risk, or if less than 10% too little has been delivered.
3. If there is a defect in the product that is externally visible, a complaint period of 24 hours applies.
4. If the Buyer wishes to submit a complaint, the Buyer must notify TROMM as soon as possible after discovering the defect or after the Buyer reasonably should have discovered it, but in any event no later than 14 business days after delivery. This expressly also applies if a more thorough inspection reveals or could reveal the defect only after the expiry of the aforementioned period.
5. In the case of a complaint acknowledged by TROMM, the Buyer returns the product, after which TROMM will send a replacement product, provided the warranty provisions of Article 11 have been met.
6. After expiry of the aforementioned period in 10.3 or 10.4, the delivered goods shall be deemed to have been irrevocably and unconditionally accepted by the Buyer and any legal claim of the Buyer shall lapse.
7. If a complaint has been made orally, it must be confirmed to TROMM in writing within 24 hours, failing which the complaint and/or the right of claim arising therefrom shall lapse. This gives the Buyer the opportunity to substantiate the complaint with high-definition photos and all means, including an external professional expert, from which the nature and severity of the defects can be adequately identified.
8. The relevant party must keep the delivered goods in their entirety, intact and secured, make them available for TROMM to (have them) be thoroughly inspected, and grant TROMM access to any required location and all relevant data and/or information.
9. Submitting a complaint does not suspend the Buyer’s payment obligation with respect to the goods in dispute, with due observance of Article 14.5 hereof.
10. Complaints are valid only insofar as the goods are still in their original and undamaged condition, and in accordance with the warranty provisions of Article 11. If the goods have been processed in whole or in part by the Buyer, complaints—regardless of the grounds, including incorrect delivery—are no longer permitted and any related legal claim shall lapse, even if the complaint is submitted within the specified period; in that case, TROMM is not obliged to provide any remedy of any kind.

Article 11. Product warranty

1. TROMM warrants the performance of its obligations, such as the delivery of products that meet the specifications stated in the offer, reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations in force on the date the order is placed, without prejudice to what is provided in 11.9 hereof.
2. This warranty means that in the event of a defective product, TROMM will, free of charge, make every effort to remedy the defect or deliver a replacement product.
3. Complaints about a defective product must be made within 14 days and in accordance with Article 10 hereof, subject to the obligation to return the defective product. TROMM may suspend sending a replacement product until the Buyer has fulfilled all obligations, such as payment and return.
4. The statutory requirements for default apply to this performance obligation.
5. No warranty is provided on batteries.
6. The Buyer may hold TROMM to the warranty
   • on motors for 5 years from the production date indicated on the motor;
   • on garage door motors for 3 years from the production date indicated on the motor;
   • for the Dexxo Pro and Dexxo Optimo for 5 years from the production date indicated on the motor;
   • on control units for 5 years from the production date indicated on the control unit;
   • on solar panels for our motors for 5 years from the production date indicated on the panels;
   • on batteries for motors with an integrated battery and separate batteries of the Oximo Wirefree RTS for 2 years from the production date indicated on the motor;
   • on gate motors for 3 years from the production date indicated on the motor.
7. The warranty expires if—in short—the products or services supplied by TROMM have not been used normally, or have been processed or resold by the Buyer. Examples are given below:
   • The consumer has repaired and/or modified the delivered products themselves or had them repaired and/or modified by third parties;
   • The delivered products have been exposed to abnormal conditions or are otherwise handled carelessly or contrary to the instructions of the business and/or the packaging;
   • Product exposed to mechanical impacts, for example the cable has been damaged by a loosening shaft or motor (torsion damage)
   • Motor falls: limit stop broken, output shaft broken
   • Oxidation (=rust formation) of the product.
   • Housing drilled through, ground down, or expressly damaged, for example by using screws that are too long in the roller shutter shaft.
   • The product itself (not the packaging) has been opened (unscrewed) by the customer.
   • Effects that arise after thermal operation of the motor.
   • Other defects that are directly attributable to incorrect installation or connection (motors connected in parallel, short circuit, non-compliant control,...).
   • Products damaged by lightning strike.
   • Production codes or production date on the product made illegible. In these cases, the product will be replaced at your normal purchase price.
   • The unsuitability is wholly or partly the result of regulations imposed or to be imposed by the government regarding the nature or quality of the materials used.
8. The Buyer hereby also expressly agrees to the warranty provisions applied by TROMM’s manufacturer. If the manufacturer raises a contractual provision against TROMM as a result of which TROMM does not (or no longer) obtain a sound product from the manufacturer, that provision shall apply mutatis mutandis vis-à-vis the Buyer.
9. TROMM strives for high quality products, but is also dependent on the quality of raw materials and materials obtained from suppliers. TROMM does not warrant unconditionally and shall never be deemed to have warranted or guaranteed that the sold goods are suitable for the purpose for which the Buyer wishes to process, use, have used, or uses them. TROMM’s warranty obligation does not extend beyond expressly agreed quality clauses or expressly agreed quality standards. The Buyer hereby irrevocably waives any legal claim relating to the quality of the material of the product sold by TROMM, and the Buyer indemnifies TROMM against third-party claims arising therefrom, without prejudice to Article 12.
10. If and insofar as TROMM provides advice, or the Buyer interprets it as such, advice is provided at the Buyer’s own risk. TROMM endeavors to communicate and/or advise as well as possible, but never guarantees that such communications and/or advice are (or will be) error-free and of such a nature that the Buyer will have a product that is unquestionably error-free with or after the advice given.

Article 12. Damages and liability of TROMM

1. TROMM, its employees, or third parties engaged by it are not liable for any damage suffered by the Buyer in connection with any delivery obligation, delivery of goods, the delivered goods themselves or their use, characteristics or quality of the sold and/or delivered goods, or work performed, services rendered, or advice given by or on behalf of TROMM, including damage as a result of improper performance of an obligation to repair or replace.
2. TROMM is not liable for damage of any kind caused by reliance on incorrect and/or incomplete data provided by or on behalf of the Buyer.
3. Under no circumstances is TROMM liable—and the Buyer indemnifies TROMM—for damage related to death, illness or injury, and/or loss of or damage to the Buyer’s own property, that of the Buyer’s contractor(s), or any person affected, including any party to whom the Buyer has resold the goods in question.
4. The Buyer indemnifies TROMM and/or the persons engaged by TROMM in the performance of the agreement against all claims and/or penalties by third parties, which damage these third parties suffer or penalties they impose, arising from the application or use of TROMM’s products by the Buyer or another to whom the Buyer has made the products available, unless there is intent and/or gross negligence on the part of TROMM and/or the persons engaged by it in the performance of the agreement.
5. Liability is limited to the amount paid out under TROMM’s professional or business liability insurance, or otherwise to the amount of the invoice (excluding VAT) of the relevant order. If and insofar as the agreement is a continuing performance agreement or consists of multiple invoices, damages shall in no event exceed the price agreed in the applicable agreement (excluding VAT) for TROMM’s performance in the period of 1 month prior to TROMM’s default. The amounts referred to in this paragraph shall be reduced by any credits agreed by the Buyer and granted by TROMM.
6. If multiple events giving rise to liability occur within the framework of the same agreement, these events shall be regarded as one event, such that liability for all events is limited in accordance with Article 12.5.
7. The foregoing is expressly absolutely capped in all circumstances at an all-in amount of € 2.000,-.
8. Any legal claim against TROMM shall lapse if it is not reported to TROMM in writing and with reasons within one month after it arises, or, if the Buyer is a consumer, the claim shall lapse by limitation after one year after the liability arose.
9. If and insofar as the above exclusions are invalid in any other country, it is the express intention of the parties that the relevant limitation shall be interpreted and applied as much as possible as agreed by the parties herein.
10. Any communication, undertaking, compensation, omission to take legal measures, or refraining from certain positions, both during the amicable pre-litigation phase as described in the introduction and thereafter, is voluntary and without legal effect and/or intended as a gesture of goodwill, which means that the Buyer cannot derive any conclusions or legal consequences therefrom.

Article 13. Suspension, cancellation and dissolution by TROMM

1. TROMM is entitled to suspend full or partial performance of the agreement if and for as long as the Buyer fails to perform any obligation arising from the agreement between the Buyer and TROMM, in whole or in part, properly or on time, without the Buyer being entitled to compensation for any damage suffered as a result. In such a case, TROMM may also cancel the order, in which case TROMM may set off any amounts paid against outstanding claims or refund them, after which the agreement shall be deemed dissolved.
2. TROMM is also entitled, if in its reasonable judgment the Buyer’s financial position gives cause, to require advance payment or security in the form of a bank guarantee, mortgage, pledge, or suretyship and, pending receipt thereof, to suspend full or partial performance of the agreement.
3. TROMM is entitled to dissolve the agreement with the Buyer, or the part thereof not yet performed, with immediate effect in writing, without judicial intervention and without being obliged to pay any compensation whatsoever, without prejudice to TROMM’s right to full reimbursement by the Buyer of costs and damages, if:
   • The Buyer refuses, upon first request, to pay in advance or provide adequate security in the circumstances referred to in Article 13.2;
   • The Buyer refuses to accept the sold goods;
   • The Buyer (if a natural person) dies;
   • The Buyer applies for or is granted a suspension of payments;
   • The Buyer is declared bankrupt or an application for bankruptcy is filed;
   • the Buyer’s business is discontinued or liquidated, or the Buyer’s business is transferred;
   • the Buyer’s company (or part thereof) is dissolved;
   • there is a substantial change in the shareholding and/or voting ratio within the Buyer’s company;
   • attachment is levied on a substantial part of the Buyer’s assets and such attachment is not lifted within a reasonable time;
   • The Buyer fails to perform any obligation arising from the agreement toward TROMM, in whole or in part, properly or on time and, despite a request to do so, has failed to remedy the breach within a reasonable period
   • TROMM has good reason to fear that the Buyer will fail to perform its obligations (Articles 6:80 and/or 6:83 Dutch Civil Code).
4. All claims that TROMM may have or acquire against the Buyer in the case referred to in this article shall become immediately due and payable in full.
5. A dissolution as referred to in this article shall not result in the termination of rights of TROMM that, by their nature, are intended to survive.
6. If circumstances arise with regard to persons and/or materials that TROMM uses or customarily uses in the performance of the agreement, which are of such a nature that performance of the agreement becomes impossible or so onerous and/or disproportionately costly that compliance with the agreement can no longer reasonably be expected, TROMM is entitled to dissolve the agreement in whole or in part.

Article 14. Payment

1. Unless agreed otherwise, the payment term is 14 days after the invoice date, which is a strict deadline.
2. If and insofar as the Buyer disagrees with the invoice, the Buyer must notify TROMM of its objections in writing and with an explanation within 14 days after the invoice date, failing which the right to do so shall lapse.
3. Complaints, the issuing of credit notes, or shortcomings in performance by TROMM can never be a reason not to pay the undisputed part of an invoice on time.
4. The Buyer shall never be entitled to any cash discount, nor the right to deduct or set off amounts, on any grounds whatsoever, from the amount payable on the invoice. Only credit notes issued by TROMM may be set off, in accordance with Article 8.8 hereof.
5. Payments made by the Buyer shall always serve, first, to settle all interest and costs due and, second, to settle payable invoices that have been outstanding the longest, even if the Buyer states that the payment relates to a later invoice.
6. The Buyer shall owe all extrajudicial collection costs incurred by TROMM due to the Buyer’s failure to perform its obligations under the agreement, amounting to at least 15% of the total amount due, with a minimum of € 300.00. This is only different if the Buyer is a consumer; in that case, the statutory arrangement of Article 6:96 Dutch Civil Code applies, with a minimum of € 40,-
7. The penalty interest owed by the Buyer in the event of late payment amounts to 1.5% of the invoice amount per month or part of a month by which the due date is exceeded, without prejudice to the right to statutory compensation. This is only different if the Buyer is a consumer; in that case, statutory interest applies.
8. If the parties maintain multiple legal relationships and the Buyer is in default in one of them, TROMM is automatically entitled to set off against any claim against TROMM.

Article 15a. Retention of title

1. All goods delivered by TROMM remain the property of TROMM until full payment of all claims of TROMM against the Buyer arising from agreements concluded between the parties, including interest and costs.
2. Notwithstanding the retention of title, the delivered goods shall be held by the Buyer at the Buyer’s own expense and risk. The Buyer insures the goods delivered under retention of title against theft and fire, explosion, and water damage.
3. Goods delivered by TROMM that fall under the retention of title pursuant to paragraph 1 may be resold only in the ordinary course of the Buyer’s business. Otherwise, the Buyer is not authorized to pledge the goods or establish any other right therein.
4. If the Buyer fails to perform its obligations or there is a justified fear that it will not do so, TROMM is entitled to remove or have removed the delivered goods to which the retention of title referred to in paragraph 1 applies from the Buyer or third parties holding the goods for the Buyer. The Buyer is obliged to provide all cooperation and thus also unhindered access.
5. If third parties wish to establish or assert any right on the goods delivered under retention of title, the Buyer is obliged to inform TROMM thereof as soon as can reasonably be expected.
6. The Buyer undertakes, upon first request of TROMM:
   • to pledge to TROMM the claims the Buyer acquires against its customers upon resale of goods delivered by TROMM under retention of title, in the manner prescribed in Article 3:239 Dutch Civil Code;
   • to mark the goods delivered under retention of title as the property of TROMM;
   • within reasonable limits, to cooperate with all measures TROMM wishes to take to protect its ownership rights with regard to the delivered goods.
7. If the Buyer fails to cooperate with the provisions of this article, TROMM is entitled, without prior notice of default, to immediately take possession of the delivered goods, for which purpose the Buyer hereby grants unconditional and irrevocable permission, now for then, to TROMM or a third party to be designated by it to enter all locations where TROMM’s property is located and to repossess it. The costs of repossession/return shall be borne by the Buyer.
8. In the event of violation of one or more provisions hereof, the Buyer shall owe a penalty per day, including part of a day, of € 2.500,- for each day that the Buyer fails to comply with the demand.

15b Intellectual property

1. Unless the parties expressly agree otherwise in writing, only TROMM remains entitled to ownership and use of the know-how, concepts, ideas, patents, trademark rights, image rights, and works developed by TROMM in the broadest sense of the term.
2. The Buyer is prohibited from infringing upon and/or imitating, duplicating, and/or making these available to third parties in any manner whatsoever.
3. Any infringement of the foregoing obliges the Buyer to compensate all damage suffered by TROMM as a result, with a fixed minimum of € 50.000,- not subject to reduction or set-off. The Buyer expressly waives any right to have this clause annulled or otherwise invalidated under any legal heading.
4. The Buyer irrevocably indemnifies TROMM against damage, penalties, or monetary claims under any heading or legal basis that third parties assert against TROMM, on the basis of which indemnity the Buyer is obliged to reimburse all legal costs in the broadest sense of the term, including in any event attorneys’ fees, any penalty payments or fines, court registry fees, and bailiff costs.

Article 16. Assignment of rights and obligations

1. Without TROMM’s prior written consent, the Buyer is not permitted to assign, pledge, or transfer, under any title whatsoever (including transfer of ownership), rights and obligations arising from the agreement to a third party.
2. TROMM is entitled to assign the agreement and/or any rights and/or obligations arising therefrom to a group company (within the meaning of Article 2:24b Dutch Civil Code). To the extent required, the Buyer grants its consent thereto pursuant to Article 6:159 Dutch Civil Code.

Article 17. Persons for whose benefit these general terms and conditions have been drafted

The provisions in these General Terms and Conditions have been drafted for the benefit of:

• a) TROMM and legal entities affiliated with it, including its family members, employees, directors, management, and persons working for it in any capacity;
• b) all third parties who have received or will receive instructions from TROMM;
• c) any person whose act or omission has led or will lead to TROMM being held liable;
• d) all former employees, directors, and managers of TROMM and/or other persons who previously worked for TROMM in any other capacity;
• e) any beneficiaries of wills and legal successors of the persons referred to in paragraphs (a) through (d) of this article.

Article 18. Competent court and governing law

All disputes are governed by Dutch law and shall be submitted exclusively to the competent court of the place where TROMM is established, namely the District Court of Limburg (Rechtbank Limburg), unless mandatory statutory rules designate a different competent court.

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