General conditions

1. GENERAL PROVISIONS

These General Conditions of Sale have been deposited at the Chamber of Commerce in Dordrecht. These conditions are applicable to all special offers, offers and agreements which have been formed, except for deviations which have been accepted by us expressly and in writing. In the event of the application of partial deviations the remaining conditions shall remain in force without restriction, even if this has not been expressly stated. The buyer shall be deemed to have agreed with the application of these conditions as a result of the fact of the order and/or the taking into receipt of our goods. Any purchasing or other conditions which are applied by the buyer are hereby expressly rejected.

2. OFFERS

All offers, prices and conditions provided by us shall always apply as entirely without obligation. Pictures, drawings, statements of measurements and weights and all other details in printed matter are as exact as possible. We cannot accept liability as a result of errors or deviations. All pictures, drawings, etc. shall remain our property and may not be shown to third parties for any other purpose whatsoever. They must furthermore be returned to us immediately upon our first demand.

3. ORDERS

All orders given to us shall only be binding upon if these have been confirmed by us in writing. We shall be at liberty to carry out orders in parts and to invoice partial deliveries separately. In the event of orders for goods which must be made-up, stamped or equipped in another manner with markings, name, decoration or otherwise, the buyer shall be obliged to accept any delivery of 10% more or less of the ordered quantity. Stamps, dies, moulds, engravings etc. shall remain the property of the manufacturer at all times, this regardless of the fact that the costs of preparation which have been charged-on have been paid by the buyers.

4. DELIVERY TIMES

The delivery time shall be deemed to commence on the date of our order confirmation. Delivery times are only to be considered as an indication and shall not apply as fatal terms. In the event of war, threat of war, riots, mobilisation, strikes, ice, delays in supply, transport difficulties, import obstructions, fire and other disruptions in our business, and also in the event of negligence on the side of our suppliers and/or manufacturers, and also under all circumstances which are reasonably outside of our powers, we shall be permitted to either extend the delivery time by the duration of the obstacle, or to dissolve the agreement to the extent that this has been effected by the obstruction. In that event the buyer cannot deem us to be bound and may also not hold us liable for any compensation of damages.

5. DELIVERY AND DISPATCH

All goods are dispatched for the account and risk of the buyer. The title to the goods included in the agreement shall pass over to the buyer after fulfilment of all obligations due which relate to the purchase (this including any interest and costs). Until that time the buyer is not entitled, without our written permission, to dispose of, to let or otherwise have the goods used or to move them from the business, or to encumber them in another manner, to the extent that these actions extend further than is necessary for the normal business operations of the buyer. The manner of dispatch shall be made by means of transport which we shall choose. If deviating dispatch rules of the buyer are accepted by us, the extra costs shall be for the account of the buyer. Transport, packaging and administration costs shall be charged to the buyer as laid down in the last price documentation which has been published. The buyer must check the packaging of the goods presented to it upon receipt, and state its findings on the bill of lading in the event of externally visible damage. The consignment may be refused on the grounds of serious damage to the packaging, whereby the buyer undertakes that it shall immediately hold the forwarding agent liable.

6. CLAIMS

If no written claims have been received at the latest within 8 days after the date of receipt of the goods, the goods shall be deemed to have been approved. Claims relating to invisible defects must be received within 8 days after the defects were discovered or could have been discovered. Slight deviations from the offers in quality, colour or construction, or which are generally deemed permissible according to commercial standards, cannot constitute grounds for submitting claims. In the event of delivery of several articles in one order, a claim relating to one or more articles cannot have any influence on the purchase of and payment obligation for the other articles of the order. Return consignments which are not postage-paid and which have not been approved by us in writing shall be refused. In the event that goods are taken back after the term for claims has elapsed we shall deduct 10% of the invoiced value for handling and checking costs. Claims and defences based on facts which are alleged to justify the argument that the products which was delivered was not in conformity with the agreement shall lapse as a result of the passage of one year after delivery.

7. PAYMENT

Payment must be made within 30 days after the invoice date, without any deduction or set-off. The payment can never be made dependent on alleged unsound delivery, performance of any guarantee obligation, or in the event of partial implementation of the agreement, of a full implementation thereof. We reserve the right to charge increases in the price which applies at the time of delivery on to the buyer on account of increases of purchase prices, wage increases, higher exploitation costs, changes in currency ratios, the introduction or change of statutory measures, if such increases occur after three months after the conclusion of the agreement. If the buyer has not paid the invoice amount on the due date it shall owe us credit costs, without a notice in default, of 1% per month of the outstanding invoice amount. If we are forced to take recovery measures for our claim via the courts or in another manner, the buyer shall also owe us a payment on account of the costs connected therewith amounting to at least 10% of the invoice amount, this without prejudice to the credit costs mentioned above and any court costs. All prices do not include V.A.T. (“B.T.W.”). Payments by or on behalf of the buyers shall serve successively as payment for the extra- judicial costs of recovery which they owe, the court costs, the interest they owe and then, in sequence of age, the outstanding principal amount, regardless of any indication of any indication to the contrary of the counter party.

8. INDICATIONS AND INSTRUCTIONS

All goods sold by us must be used and processed in accordance with our indications and/or the user instructions given in or on the packaging.

9. LIMITATION OF LIABILITY AND GUARANTEE

We guarantee the buyer the soundness of the products delivered by us for the application stated by us or which appears from the agreement, in the sense that, in the event they turn out to be unsound, we shall, as we choose, ensure that they are replaced without charge or that the purchase price is returned in return for return of the goods if they have not been processed. This guarantee shall not apply if:

a. and as long as the buyer is in default towards us;

b. the goods have been exposed to abnormal circumstances, such as pollution, or have been treated in another manner without care or contrary to the user instructions;

c. the goods have been stored for longer than normal and it is plausible that loss of quality has arisen as a result thereof;

d. we have not been given the opportunity within 8 days of the discovery of the defects to investigate them, or

e. if 1 year has passed after delivery;

f .no equivalent guarantee has been received by us from our suppliers or manufacturers of the construction or materials concerned.

Except for the guarantee obligations mentioned in this article we shall not be liable for any damages to the buyer or any third party as a result of crass purposeful action or fault of our personnel or third parties engaged by us. The buyer is obliged to indemnify us from all claims of third parties and the financial consequences connected therewith, to the extent that these arise from the manner in which the buyer has implemented the agreement concluded with us.

10. DEFAULT BY THE BUYER

If the buyer does not, does not properly or does not timeously comply with any sort of obligation whatsoever which arises for it from this or any other agreement concluded with us, and also in the event of a merger with third parties, a take-over by third parties, bankruptcy, moratorium of payments, liquidation or stoppage of the business of the buyer etc., it shall be deemed to be automatically legally in default. We shall then be entitled, without any notice in default and/or court intervention, to postpone the performance of the agreement or to dissolve the agreement in whole or in part; to claim back anything which we may have delivered but which has not yet been paid for in full, setting-off any payments which have been made to us, but without prejudice to our rights to demand compensation for any loss or damages. In those cases all claims which we have against the buyer shall be immediately claimable at once.

11. DISPUTES AND APPLICABLE LAW

Dutch law is applicable to all agreements between us and the buyer. All disputes which might arise between us and the buyer shall, to the extent that they belong to the competence of a District Court, be submitted to the District Court in Dordrecht unless we prefer to subject the dispute to the competent court of the place of residence of the fellow contracting party.