General Terms and Conditions

1. Definitions
(1.1.) In these general terms and conditions (hereinafter referred to as “Terms”), the following definitions shall apply:
(1.1.1.) Radian: The private company with limited liability under Dutch law registered under the name of STERN technologies B.V., its registered offices located in Hengelo (Ov), the Netherlands (hereinafter referred to as “Radian”);
(1.1.2.) Client: all natural or legal persons with whom Radian enters into an Agreement or with whom Radian is negotiating about the conclusion of an Agreement;
(1.1.3.) Agreement: any and every agreement entered into between Radian and a Client, any amendment thereto and any actions or legal transactions connected with the execution of that Agreement and, seen in retrospect, any and all actions and legal transactions necessary for entering into that Agreement;
(1.1.4.) Products: any and all goods which are the subject of an Agreement;
(1.1.5.) Order: any order issued by a Client to Radian in any form whatsoever.

2. Applicability
(2.1.) These Terms shall comprise a part of all Agreements and shall be applicable to all Radian’s and Client’s actions and legal transactions. Unless the nature or specific contents of any stipulation in the present Terms should oppose this, the provisions of the Terms shall also be applicable to Agreements under the Terms of which Radian does not act in its capacity of seller.
(2.2.) These Terms shall apply in the version applicable at the time of conclusion of the contract.
(2.3.) These Terms shall apply exclusively. Any contrary or deviating terms and conditions of the customer shall only be recognized when expressly approved in writing by Radian.

3. Reservations
(3.1.) Radian may, from time to time, offer the possibility to reserve a Product in advance by making a nonrefundable reservation payment. The amount of the reservation payment shall be indicated during the checkout process and shall depend on the Product reserved. Radian may cancel the reservation at any time.
(3.2.) In order to convert a reservation into a purchase, the Client will be given the opportunity to convert the reservation into an Order. Until that moment, a reservation is not understood as an Order. After accepting the Order by Radian, Radian will create an Agreement for the Product. The Client will receive a purchase Agreement stating the purchase price of the Product, plus any applicable taxes, duties, transportation costs, delivery costs and any other applicable charges. If the Client proceeds with the Agreement, the reservation payment shall be credited against the purchase price. Until the moment the purchase Agreement becomes effective, the Client may cancel the reservation at any time. In the event of cancellation of the reservation by the Client, the reservation payment shall not be refunded. In the event of cancellation of the reservation by Radian, the reservation payment shall be refunded to the Client in full.

4. Establishment of the Contract: quotations, product descriptions, definitions & payments
(4.1.) The presentation of the Radian product range on its website or in catalogues, price lists, etc. does not constitute a binding offer to conclude an Agreement. Pictures printed in catalogues or published on the website are for illustrative purposes only and are not binding.
(4.2.) A quotation or (price) offer shall not be binding on Radian and shall qualify only as an invitation to the Client to place an order.
(4.3.) The prices shown on the website shall be understood as indicative prices including VAT.
(4.4.) Radians prices are in EUR unless expressly stated otherwise. Insofar as prices are stated in another currency than EUR, then such statement of price is deemed to be based on the EUR equivalent of such price at the date that the price statement was made.
(4.5.) Radian may at any time revise or amend the prices, availability, specifications, contents, descriptions or characteristics of Products. Radian reserves the right to amend the prices of Products displayed at any time and/or to correct pricing errors that may inadvertently occur (and/or, at its sole discretion, to cancel orders that have been placed on the basis of pricing errors). Any such changes shall take effect immediately upon publication of the changes on the website and/or upon notification of the Client of the pricing error and/or amendment. Any change in factors having an impact on the prices of Radian, including but not limited to rates of third parties, currency exchange rates, insurance rates, import and export duties and any other charges payable upon importation or exportation, freight charges and other charges, levies or taxes, may be charged on to Client by Radian.
(4.6.) By signing of the applicable Order, the Client agrees to the fees and charges, terms of sale, payment and billing policies applicable to the sale as stated in these terms of use.
(4.7.) An Agreement shall only be concluded to the extent that Radian accepts an Order from the Client in writing or where Radian executes an Order. If at the request of the Client Radian carries out any work for the Client before an Agreement is concluded then the Client shall remunerate Radian thereof in accordance with Radians customary rates. The Agreement shall be deemed to have been concluded upon agreement of the payment terms between Radian and the Client.
(4.8.) Radian shall observe due care in informing the Client of the figures, measurements, weights, features and other information applicable to the Products, but cannot warrant that these shall be free from deviations. Any specifications or samples demonstrated or made available shall be no more than indications of the Products concerned. Although Radian endeavours to be as accurate as possible in describing the Products, Radian cannot guarantee that the Product descriptions are accurate, complete, reliable, up to date or free of errors. If the Client should be able to demonstrate that the Products supplied by Radian deviate from the information provided by Radian or from the samples or specifications in such a way that the Client can no longer be obliged to comply with the order concerned, the Client shall have the right to dissolve the Agreement, to the extent however that such a dissolution should be necessary in reason and without Radian being liable for damages.
(4.9.) After acceptance of an Order Radian shall at all times be entitled to cancel such Order without stating its reasons, in which case Radian shall not be obliged to refund any more than advance payments already made by the Client, if any.
(4.10.) After receipt and examination of an Order, Radian shall contact the Client and inform them of the order status.
(4.11.) Any subsequent amendment of the Order is fundamentally excluded unless agreed upon otherwise in writing. Any amendment to the Agreement shall require the prior consent of Radian in all cases. All costs arising out of the amendment shall be at the expense of the Client.
(4.12.) The Client is bound to make payment in advance of fulfilment of the contract. In the case of payment by credit card, by bank or giro transfer, or in the case of cash transfer, the remaining purchase price shall be deemed to have been paid only when the corresponding financial institute confirms the unconditional receipt of payment to Radian. The ordered goods shall be handed over only after receipt of payment in accordance with the Agreement with Radian.
(4.13.) Should, in exceptional cases, the goods be handed over before full payment of the purchase price, or if the payment should later be found to have not been made in full, Radian shall be entitled to reclaim the delivered Products.

5. Online Shop
(5.1.) The online shop offers the Client the possibility to configure the motorcycle to their personal wishes and requirements using the online configurator provided and to place a reservation or an Order with Radian online.
(5.2.) In addition to the motor, the Client can also order a variety of accessories.

6. Delivery Period
(6.1.) The delivery period indicated by Radian shall be based on the circumstances applicable to Radian at the time the Agreement is entered into and, to the extent dependent on performance by third parties, on the information that those third parties provided to Radian.
(6.2.) The delivery period shall commence on the date of the confirmed Agreement. If, in order to execute the Agreement, Radian requires information from the Client, the delivery period shall commence on the date on which Radian disposes of all the necessary information or resources, but not earlier than the date of the confirmed Agreement.
(6.3.) The Client shall not be entitled to claim any compensation in the event of an overdue delivery period. Neither shall the Client be entitled to dissolve the Agreement in such an event, unless the Client proves that it cannot in reason be required to comply with the relevant part of the Agreement. In such case, the Client shall be entitled to dissolve the Agreement, provided it has informed Radian thereof in writing and without prejudice to Radian’s right to supply the Products concerned and to require payment thereof within three weeks of the receipt of such a notification. In such case, Radian is authorized to off set any amount which may possibly be refunded to the Client with a remuneration for activities already carried out as well as with a compensation for loss of profit.
(6.4.) Radian shall, at all times, be entitled to deliver in part-consignments.
(6.5.) If the Client should fail to collect the Products it has ordered or should fail to do so promptly, it shall be in default without requiring a written notice of default. In such event Radian shall be entitled to store the Products for the Client’s account and risk and to sell these to a third party. The Client shall remain liable for the purchase price plus the interest and costs (by way of compensation) after the deduction of the net proceeds of such sale to a third party, if any.

7. Products and Services of Third Parties
(7.1.) Radian shall be entitled to engage third parties to fulfil (parts of) an Agreement at all times. If Radian calls in third parties, the terms and conditions that apply between such third parties and Radian apply to the Agreement, notwithstanding the rights and obligations of Radian and the Client arising from the Agreement. This will be enforced to the extent that if these rights and obligations deviate, the Terms that bind Radian to any third party shall prevail. The terms and conditions that bind Radian to third parties as described above will be provided by Radian to the Client free of charge at the Client’s first request.

8. Retention of Title
(8.1.) Irrespective of the actual delivery date, the title to the Products shall not be transferred to the Client until it has paid Radian the sum outstanding in respect of the Products in full, including the purchase price, any surcharges, interest, taxes and costs payable pursuant to the Terms and any services rendered or to be rendered in respect of the Products.
(8.2.) The Client shall not be authorized to rent, let or make the Products available in use to third parties, to pledge them or to otherwise encumber them in favour of third parties until Radian has transferred the title of those Products to the Client.
(8.3.) If and as long as the title to the Products has not yet been transferred to the Client, the Client shall inform Radian forthwith in writing in the event that the Products are seized, attached, garnished or if any other claim should be made with regard to the Products.
(8.4.) In the event of attachment, seizure, garnishment, bankruptcy, involuntary liquidation or a (provisional) moratorium of payments, the Client shall immediately inform the administrator or liquidator, the bailiff or the process-server serving the seizure, garnishment or attachment, of Radian’s rights of title.

9. Inspection and complaints
(9.1.) The Client shall be obliged to carefully inspect the Product(s) immediately upon arrival at their destination or to have these examined upon receipt by the Client itself or any third party acting at its instructions, whichever is earlier. Radian must be informed in writing of any complaints in respect of defects to the Products or any discrepancies in quantity, weight or quality between the Products supplied and the specification thereof in the relevant order confirmation or invoice no later than thirty (30) days after the receipt of the Products. Should the Client fail to inform Radian within the abovementioned term, its right to exercise any of its rights in regard to such irregularity or defect will lapse.
(9.2.) The Client shall be obliged to immediately cease use of the Products concerned after discovering any irregularity or defect, under penalty of lapse of the right to exercise any of its rights with regard to such irregularity or defect. The Client shall provide any cooperation Radian may require in order to investigate the complaint.
(9.3.) The Client shall not be entitled to return Products to Radian before Radian has agreed in writing to such return. The costs of the return consignment shall be for the Client’s account, and the Products shall remain at risk of the Client after receipt by Radian of such Products.
(9.4.) Other obligations and responsibilities of the Client:
(9.4.1.) The Client shall at all times make any and all information necessary for the execution of Radian’s activities available in a timely manner and shall warrant the accuracy and comprehensiveness thereof.
(9.4.2.) The Client shall not be entitled to remove or make invisible any trademarks or identifying marks on the Products, any documents accompanying and/or regarding the Products.

10. Force Majeure
(10.1.) If Radian is unable to fulfil any of its obligations towards the Client due to force majeure, these obligations shall be suspended during the force majeure situation.
(10.2.) If a force majeure situation has lasted for two (2) months, both parties have the right to dissolve the Agreement in writing entirely or in part. In the event of a force majeure which affects only Radian, the Client is not entitled to any compensation or damages, not even in the case that Radian would enjoy any benefit as a result of such force majeure.
(10.3.) Force majeure on the part of Radian is to be understood as a case of ‘overmacht’ as mentioned in article 6:75 Dutch Civil Code, and furthermore any circumstance beyond the control of Radian hindering the fulfilment of its obligations towards the Client entirely or in part or because of which Radian cannot be expected in all fairness to fulfil its obligations, regardless whether such circumstance could have been foreseen at the time when the Agreement was concluded. Such circumstances include but are not limited to fires, acts of terrorism, strikes and lockouts, stagnation or other production problems suffered by Radian or its suppliers, or problems in the transportation provided by Radian or any third parties, any government measures, as well as the inability to obtain any permit or licence from any governmental body.
(10.4.) Parties shall notify each other as soon as possible of any (possible) force majeure situation.

11. Liability
(11.1.) Any liability on the part of Radian shall at all times be limited to the sum insured that shall be paid in such case under the liability insurance policies taken out by Radian. These insurance policies have limited cover, inter alia with respect to the amount of the damages and the number of insured events per year. Upon request, access may be obtained to the insurance cover note. Should no payment be made by virtue of aforementioned insurance policies, regardless of the grounds, the liability of Radian shall be limited to the fee that was invoiced by Radian and paid by Client in connection with the delivery at hand during a three-month period directly preceding the date on which the event leading to liability occurred, up to a maximum liability of € 10,000.00 (ten thousand Euro).
(11.2.) In the event that Radian involves third parties, Radian shall not accept any liability whatsoever for failure to perform on the part of such third party except for failure to perform on the part of Radian itself. If the Client brings legal action directly against a third party, the Client shall indemnify Radian against any claims by such third party in connection with such claim as well as against all expenses to be incurred by Radian.
(11.3.) All rights of legal action and other powers of the Client towards Radian in connection with the Products delivered by Radian shall lapse upon expiry of a one-month term after the date on which the Client has become aware of – or could in all fairness have been aware of – the existence of such rights and powers.

12. Termination
(12.1.) If the Client fails to fulfil any of its obligations arising from the Agreement properly or in time, Client shall be in default and Radian shall be entitled without any default notice:
(12.1.1.) to suspend the fulfilment of the Agreement until payment has been adequately guaranteed; and/or
(12.1.2.) to dissolve the Agreement with the Client entirely or in part;
(12.1.3.) all this without prejudice to Radian other rights under any Agreement whatsoever and without Radian being held to any damages.
(12.2.) If Radian exercises its right of dissolution as mentioned in article 12.1, Radian is authorized to off set any amount which may possibly be refunded to the Client with a remuneration for activities already carried out as well as with a compensation for loss of profit.
(12.3.) In the event of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one or more assets of the Client or if the Client is aware that any of these situations may occur, the Client must notify Radian thereof as soon as possible.
(12.4.) In case of a situation as referred to in article 12.3, all Agreements with Client shall be dissolved by operation of law, unless Radian notifies the Client that it wishes (part of) the Agreement concerned to be fulfilled, in which case Radian is entitled without any default notice:
(12.4.1.) to suspend completion of the Agreement(s) concerned until payment has been adequately guaranteed; and/or
(12.4.2.) to suspend all its payment obligations, if any, towards the Client;
(12.4.3.) all this without prejudice to Radian’s other rights under any Agreement whatsoever and without Radian being held liable for any damages.
(12.5.) In the event of a situation as referred to in article 12.3, all Radian’s claims against Client shall be immediately payable in full.

13. Data Protection and Data Processing
(13.1.) Radian will process personal data in keeping with Dutch data protection laws.
(13.2.) Various data must be collected, stored and processed in order to allow certain Radian functions to be used. The data are collected primarily via the Radian Products, the data storage and data processing, on the other hand, is carried out on a central server of Radian or Third Party.
(13.3.) The Client also has the possibility of having additional personal data registered and managed.
(13.4.) The Client is aware that the electronic links between the Products, user’s computer and/or smartphone and the Radian servers result in an identification of the user. With the acceptance of these Terms, the Client expressly declares their consent that the data generated within the context of the use of certain Radian app are collected, stored and processed.
(13.5.) Radian cares about the privacy of their Users. The Privacy Policy outlines how to use and safeguard personal information. By using Radian Products and Services, the client is consenting to have its personal data collected, used, transferred to and processed in The Netherlands and other countries for as long as the level of privacy protection is similar to that of The Netherlands.

14. Intellectual Property
(14.1.) The Products, including their look and feel (e.g. text, graphics, images, logos), proprietary content, information and other materials, are protected by copyright, trademark and other intellectual property rights. The Client acknowledges and agrees that Radian and/or its licensors own all rights, title and interests in and to the Products (including all intellectual property rights therein), and the Client agrees not to take any action(s) that conflict with such ownership interests. Radian and its licensors reserve all rights with respect to the Products, including, without limitation, the exclusive right to create derivative works. The Client is prohibited from modifying, copying, reproducing, publicly displaying, communicating to the public or distributing the Products or any content thereof, in whole or in part, for public or commercial purposes without the prior written consent of Radian.
(14.2.) The company name, trademarks, logo, and all related names, logos, product and service names, designs and slogans are trademarks of the company or its affiliates or licensors. The Client is prohibited from modifying, copying, reproducing, publicly displaying, communicating to the public or distributing these or any derivatives thereof, in whole or in part, for public or commercial purposes without the prior written consent of Radian.

15. Applicable Law and Venue
(15.1.) The law of the Netherlands shall be applicable to the present Terms and to all other Agreements. The applicability of the Uniform Law on the International Sale of Movable Property, the Uniform Law on the Formation of International Contracts for the Sale of Goods as well as the Vienna Convention on the Sale of goods is excluded.
(15.2.) Any disputes arising out of or relating to the Agreement or these Terms shall be submitted to the competent court in Overijssel, The Netherlands, unless mandatory law provides otherwise.

16. Miscellaneous
(16.1) The Client of Radian declares that the Client is at least sixteen (16) years old and - when applicable – is in possession of a valid driver’s licence according to the European class A1, A2 and/or A.
(16.2) These terms may be amended on the part of Radian by mere notification to Client. In the absence of any protest within thirty (30) days after notification the amended Terms shall apply to all new Agreements as from the day of notification as well as to all current Agreements if and insofar as these are carried out after the day of notification.
(16.3) Should a provision of an agreement be or become ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The ineffective or unenforceable provision shall be deemed replaced by an effective and enforceable provision that comes closest to the economic purpose pursued by the ineffective or unenforceable provision. This shall apply analogously if a loophole in an agreement becomes manifest.