Terms and Conditions of Sale Delivery and Payment

Article 1. Definitions
1. For the purposes of these Terms & Conditions the following words
shall bear the meanings assigned to them: Seller: the user of the Terms & Conditions;
Buyer: a client who acts in carrying on a business or practising an
occupation or profession;
Article 2. Applicability of these Terms & Conditions
1. These Terms & Conditions apply to every offer and agreement
between Seller and Buyer that Seller declared to be subject to these
Terms & Conditions, unless explicitly otherwise agreed by the parties
in writing.
2. The applicability of any of Buyer's Terms & Conditions is hereby
expressly excluded.
Article 3. Offers
1. All our offers are without prejudice and subject to contract. Prices
mentioned in offers are plus VAT, unless stated otherwise.
If an agreement is entered into in writing, it comes into being on the
day the contract is signed by Seller or, as the case may be, on the day
the written order confirmation is dispatched by Seller.
2. In case of a composite quotation, Seller is under no obligation to
deliver any part of the goods included in the offer at a corresponding
part of the quoted price, nor shall our offer automatically apply for any
repeat orders.
Article 4. Delivery
1. Deliveries are ex factory, unless otherwise agreed on. If any of the
Incoterms is agreed on for a delivery, the Incoterms prevailing at the
moment of the conclusion of the agreement shall be applicable.
2. Buyer is required to take receipt of purchased goods when these are
delivered, or when these have been made available to him in
accordance with the agreement and he has been advised thereof in
writing.
3. If Buyer refuses to take receipt of goods or fails to provide
information or instructions necessary for delivery, the goods will be
stored at Buyer's risk. In any such case, Buyer must pay all additional
costs, including, as a minimum, the costs of storage.
4. For shipments of a value of EUR 275.00 (plus VAT) or more, Seller
assumes the costs of transportation to any delivery address within the
Netherlands. For shipments of a value less than EUR 275.00, the costs
of transportation are for Buyer's account, on the understanding that the
costs of transportation to a delivery address within the Netherlands of
part-shipments of a value less than EUR 275.00 in execution of orders
issued for delivery in one go and representing a value of EUR 275.00
or more will also be for Seller's account, unless the part-shipment is
made at Buyer's request.
Article 5. Delivery time
1. Delivery times stated by Seller are always by approximation and
never strict deadlines.
2. In the event of late delivery, Buyer must give Seller notice of
default in writing, allowing Seller a reasonable period of time to yet
fulfil his obligations.
3. Save for gross negligence on the part of Seller, any failure to meet
the deadline for delivery shall give Buyer no right to terminate all or a
part of the agreement. Any failure to meet the deadline for delivery,
for whatever cause, shall give Buyer no right to perform acts or
activities in execution of the agreement without court authorisation.
4. Any delivery time stated by Seller shall not commence until all
needed information has been received by Seller.
Article 6. Part-shipments
Seller shall be allowed to deliver goods sold by him in two or more
shipments. If goods are delivered in two or more shipments, Seller
shall have the right to invoice each shipment separately.
Article 7. Technical requirements, etc.
1. In the event that goods delivered in the Netherlands will be used in
other countries, Seller does not warrant that such goods meet any
technical requirements, standards and / or provisions set by the laws or
regulations of the country where the goods will be used. The above
shall not apply if the intended use outside the Netherlands was advised
at the time of concluding the agreement, on submission of the
necessary information and specifications.
2. Any other technical requirements set by Buyer on the goods to be
supplied, and differing from the requirements commonly used, must
be explicitly stated by Seller at the time of conclusion of the sale and
purchase agreement.
Article 8. Samples, models and examples
If Seller has demonstrated or supplied a model, sample or example, it
shall be deemed to have been demonstrated or supplied for indicative
purposes only - the properties of goods to be delivered may deviate
from a sample, model or example, unless it was explicitly stated that
the goods had to be delivered in accordance with the demonstrated or
supplied sample, model or example.
Article 9. Suspension or termination of the agreement
1. An agreement between Seller and a Buyer can be terminated with
immediate effect if any of the following events occurs:
-if following the conclusion of the agreement, Seller becomes aware of
circumstances that give Seller good reason to fear that Buyer will not
fulfil his obligations or if, on conclusion of the agreement, Seller
requested Buyer to provide security for the performance of the
agreement and, even following a warning, such security is not
provided or is inadequate, then Seller shall be entitled, without notice
of default and without court intervention, to either suspend the
performance of the agreement(s) for a maximum of two months or
terminate all or a part of such agreement(s) without him being liable to
pay any damages or give any warranty, and without prejudice to any
other rights he may have. During any such period of suspension, Seller
will be entitled and, on expiry of the period, obligated to choose for
either performance or full or partial termination of the suspended
agreement(s).
2. If there are circumstances with respect to persons whom and / or
materials which Seller engages / uses or tends to engage / use in
performing the agreement which are of such nature that the
performance of the agreement becomes impossible or so onerous and /
or disproportionately costly that compliance with the agreement can
no longer be reasonably demanded, Seller shall be entitled to terminate
the agreement without being liable to damages.
Article 10. Warranty
1. Seller warrants that the goods supplied by him are free of faults in
design, material and manufacture for a period of 2 weeks following
delivery.
2. If a good does have a fault in design, material or manufacture,
Buyer will be entitled to have the good repaired.
Seller may choose to replace the good if repair would come up against
objections. Buyer will be entitled to a replacement only if it is not
possible to repair the good.
The warranty shall not apply:
3. If the damage results from improper use.
4. If the warranty relates to a product that was produced by a third
party, the warranty shall be limited to the warranty issued by the
relevant producer for that product.
Article 11. Retention of title
1. Immediately after the goods are considered delivered, Buyer bears
the risk of any damage, either direct or indirect, that may be caused to
or by the goods, except where such damage is attributable to gross
negligence on the part of Seller.

2. Without prejudice to the provisions of the preceding paragraph, the
title to the goods shall not pass to Buyer until all amounts Buyer may
owe to Seller on account of deliveries or activities, including interest
and costs, have been fully settled to Seller.
3. Buyer is not authorised to pledge or otherwise encumber any goods
that are subject to the retention of title.
4. In all situations where Seller wishes to exercise his property rights,
Buyer herewith grants, in advance, unconditional and irrevocable
permission to Seller - or to any Seller-designated third party - to gain
access to any premises where any of Seller's property will then be
situated, and to take such goods with him.
5. If any third party seizes any goods delivered under retention of title
or wishes to create or exercise any rights in any such goods, Buyer
shall be obligated to notify Seller thereof as soon as reasonably
possible.
6. Buyer undertakes to insure, and keep insured, any goods delivered
under retention of title against fire, explosion damage, water damage
and theft, and to surrender the relevant insurance policy for inspection
when asked to do so.
Article 12. Defects; complaints
1. Buyer must inspect, or have a third party inspect, any purchased
goods upon delivery or as soon as possible following delivery.
In doing so, Buyer must verify whether the delivered goods conform
to what was agreed, namely:
- have the right goods been delivered;
- is the quantity of the delivered goods in conformity with what was
agreed;
-do the delivered goods meet the agreed quality requirements or,
lacking these, the requirements that can be set for normal use and / or
commercial purposes.
2. If any visible defects or shortcomings are identified, Buyer must
report these to Seller in writing within 3 days of delivery.
3. Any invisible defects must be notified by Buyer to Seller in writing
within 3 days of detection but no later than 2 weeks following
delivery.
4. Any legal action relating to defects must be brought within 6
months following a timely lodged complaint, on penalty of lapse of
rights.
5. Even if Buyer lodges a complaint in a timely fashion, his obligation
to make payment for, and take receipt of, goods ordered shall
continue.
6. Goods cannot be returned to Seller without Seller's prior written
permission.
7. If Seller replaces goods to fulfil any warranty obligations, the
replaced goods become the property of Seller.
Article 13. Prices, increases in prices
1. Unless explicitly stated otherwise, all prices quoted by us are:
- denominated in euros
- plus VAT
- based on minimum volumes used by Seller
- ex factory
2. If following the date of conclusion of the agreement, one or more
cost factors undergo an increase, even if this is caused by foreseeable
circumstances, Seller shall be entitled to increase the agreed price
accordingly.
Article 14. Payment
1. Payment is to be made:
net, within 30 days of invoice date,
in the manner designated by Seller and in the currency stated in the
invoice.
2. If Buyer does not settle an invoice within 30 days following the
invoice date, Buyer shall be in default by operation of law. With effect
from the day Buyer is in default, he will be charged interest at 1% per
month or the statutory interest, whichever is higher, on the overdue
amount.
3. In the event that Buyer enters into a liquidation, bankruptcy or
moratorium, Seller's receivables from Buyer and Buyer's liabilities to
Seller shall become due and payable immediately.
4. Payments made by Buyer will always first be used to clear any
outstanding interest and costs, and secondly to clear the longest
outstanding overdue invoice(s), also in the event that Buyer has
advised that payment is intended to clear the debt from a particular and
more recent invoice.
Article 15. Collection costs
1. If Buyer is in default or fails to fulfil any of his obligations, all
judicial and extrajudicial costs incurred to secure payment shall be for
Buyer's account.
Article 16. Liability
Seller shall be liable to Buyer in the following manner only:
1. Seller's liability is limited to the fulfilment of the warranty
obligations set forth in art. 10 of these Terms & Conditions.
2. Except for gross negligence on the part of Seller, and subject to the
provisions of paragraph 1 hereof, all liability of Seller is excluded,
which shall include liability for trading loss, other indirect loss as well
as loss resulting from liability to any third party.
3. Seller's liability will then be limited to the size of the payment made
by Seller's insurer on a case by case basis.
4. If, in a particular case, the insurance does not provide cover or the
insurer makes no payment, and Seller is liable, Seller's liability shall
be limited to the invoice value of the transaction or, as the case may
be, that part of the transaction that the liability relates to.
5. Buyer undertakes to indemnify Seller against any and all third-party
claims for damages for which Seller's liability - within the relationship
with Buyer - is excluded in these Terms & Conditions.
Article 17. Force majeure
1. Force majeure in these Terms & Conditions, besides the definition
given in laws and case laws, is to be understood as any foreseen or
unforeseen external causes beyond Seller's control, preventing Seller
from fulfilling his obligations, job strikes in Seller's own company
included.
2. During any force majeure event, Seller's delivery and other
obligations shall be suspended. If the period of force majeure that
makes it impossible for Seller to fulfil his obligations lasts longer than
2 months, both parties shall be entitled to terminate the agreement
without having to pay any damages in such case.
3. If, at the time of the force majeure situation arising, Seller already
fulfilled part of his obligations or is able to fulfil only part of his
obligations, he will be entitled to separately invoice the part that was
already delivered or can yet be delivered, respectively, and the other
party will be required to settle such invoice as if it concerned a
separate agreement. However, this shall not apply if the part already
delivered or yet to be delivered does not have any value on its own.
Article 18. Settlement of disputes
The court in Seller's place of residence shall be exclusively authorised
to hear any disputes, unless the subdistrict court is authorised to do so.
Nevertheless, Seller shall be entitled to summon Buyer to appear
before a court which, by law, has jurisdiction.
Article 19. Applicable law
All agreements concluded between Seller and Buyer are governed by
Dutch law. The Vienna Sales Convention is expressly excluded.
Article 20. Amendments and location of the T&C
These Terms & Conditions have been filed with the Chamber of
Commerce and Industry in Leeuwarden, the Netherlands, under
number 3462.
The most recent version shall apply, i.e. the version that was valid at
the time the transaction in question came about shall apply.