General terms and conditions

General
These terms and conditions apply to all contracts we enter into, services we provide and/or offers we make, to the exclusion of the terms and conditions of the purchaser or others recorded on their stationery, order and delivery forms, invoices etc. and/or filed. By merely placing an order, the purchaser accepts these terms and conditions. Deviating provisions are only possible on a transaction-by-transaction basis and must be expressly accepted in writing. In these terms and conditions, “purchaser” is also understood to mean “client”.

Offers, orders and prices
All offers, whether they were included in price lists or elsewhere, are free of obligation unless explicitly stated otherwise in writing. We are not liable for errors in and deviations from pictures, drawings and statements of measurements and weights, or any other specifications appearing in price lists or advertising material or offers and/or order confirmations, unless these errors or deviations are substantial or have substantial consequences for the capacity or functioning of the goods delivered. Orders only become binding on us once we have accepted or confirmed them in writing. If the order has not been accepted and/or confirmed in advance in writing, the contract will be concluded by us fulfilling all or part of a request for delivery or by us sending an invoice to a purchaser who has requested delivery.
The prices stated by us are free of obligation and subject to price changes by our suppliers, currency and exchange rate fluctuations and/or other price-determining factors. We are entitled to pass on price increases to the purchaser, including price increases that occur after the order confirmation but before the delivery of the goods.

Amendments / cancellations
Amendments to or cancellations of a contract are only possible with our written consent. If the purchaser wishes to amend or cancel a contract entered into, they will be required to compensate all loss incurred, including lost profit and all costs ensuing from the amendment or cancellation.

Delivery time
The stated delivery times are approximates only. If the agreed delivery time is exceeded, the purchaser will be entitled to specify a reasonable further term for delivery by registered letter. Only after this period has been exceeded may we be served with notice of liability for exceeding the term. Such an exceedance will not entitle the purchaser to cancel the order or refuse receipt of or payment for the goods, nor will this oblige us to pay any compensation to the purchaser. If we require data or resources that must be provided by the purchaser for the performance of the contract, the delivery time stated will not start until we are in the possession of all the required data or resources.

Transport and risk
The purchaser bears the transport risk of all goods, including goods sold carriage paid or wholly or partially unpackaged goods. We determine the manner of transport, even if the goods are not delivered carriage paid. If the purchaser stipulates special transport instructions, the purchaser will bear the ensuing costs. We charge an amount in administrative costs for the shipment of ordered goods not exceeding a value of EUR 500, excluding VAT. No costs are charged for the transport of packaging (i.e. pallets, packaging, etc.), but this packaging must be returned in good condition within seven days. If a delivery cannot be made due to circumstances beyond our control, we will be entitled to store or arrange the storage of the goods that are ready for delivery at the risk and expense of the purchaser and to demand payment for all goods as if the delivery had been made.

Complaints
Complaints regarding deliveries do not affect any other contracts or legal relationships between the parties and must be submitted directly to us in writing and must be received by us within fourteen business days after receipt of the goods, or, if the purchaser reasonably could not have discovered the defect until later, within eight days after discovery of the defect. The complaint must include an accurate written statement of the nature and basis of the complaint and must be accompanied by the packing slip and the relevant invoice number. The right to complain lapses when the purchaser processes and/or uses the goods delivered or places the goods delivered under the control of third parties. If the complaint is well-founded, we will have the right to either require that the defective good be returned so it can be repaired, or to re-deliver or reprocess the good.

Liability
We are only liable for damage or loss incurred by the purchaser which is the direct and exclusive result of our fault, on the understanding that only the damage or loss for which we are insured, or for which we should reasonably be insured, is eligible for compensation. Without prejudice to the above, we will never be liable for any indirect loss, such as loss caused by a stoppage, delay or interruption of operations or any other loss of profits by any virtue whatsoever and of whatever nature, nor for any direct or indirect damage or loss caused by or to any goods delivered by us or damage caused to goods or harm inflicted on persons. Any liability on our part, by any virtue whatsoever, will never exceed the purchase price of the goods delivered which the purchaser had already paid when they submitted their claim. The purchaser indemnifies us against any liability in respect of third parties that is the result of a defect in the goods delivered.

Payment
Unless agreed otherwise, all invoices must be paid within 30 days after the invoice date without claiming any discount, compensation or set-off of debts. If the purchaser fails to pay within the agreed term, they will be in default as a result of the mere lapse of that term without any further notice of default or demand being required, and the purchaser will owe default interest equal to the statutory interest plus 3%, in which respect the interest on a part of a month will be calculated as a full month. We will furthermore be entitled to claim all extrajudicial costs from the purchaser that are the result of the non-payment or late payment, in addition to the principal claim and the interest. The purchaser will in any event owe extrajudicial costs if we have engaged the assistance of a third party for the collection. The costs will be calculated on the basis of the collection rates of the Netherlands Bar Association. The amount of and liability to pay the extrajudicial costs is demonstrated by the mere fact that we have engaged the assistance of a third party. If we have any doubts regarding the solvency of the purchaser, we will have the right to suspend performance of our obligations – even if we have already commenced the performance – until the purchaser has provided security to our satisfaction for all of their obligations ensuing from the contract in question or other contracts, regardless of whether they have been performed in full or in part.

Retention of title
Without prejudice to the provisions of these terms and conditions, we will retain the title to any goods delivered by us at any time until all our claims against the purchaser which fall within the scope of Article 3:93 of the Dutch Civil Code (DCC), by any virtue whatsoever and regardless of whether such a claim is due and payable, including interest and costs, have been paid. The purchaser does not have the right to pledge or transfer title to the goods to third parties until they have paid for the goods in full. In the event of a breach of the foregoing, including in the event of full or partial applicability of Article 11, we will have the right to retrieve or arrange for the retrieval of all goods delivered by us from the place where these goods are located, without any authorisation from the purchaser or the court being required. Also, in that case, any claim that we have against the purchaser will become immediately due and payable in full.

Default on the part of the purchaser
If the purchaser fails to perform any obligation to us ensuing from any contract whatsoever, has been granted or is likely to be granted a suspension of payments, is declared bankrupt or decides to wind up their company or we have received information which demonstrates, with reasonable certainty, that the purchaser will likely not be able perform its payment obligations, we will be entitled to suspend all contracts existing at that time without judicial intervention or to dissolve or have the court set aside all or part of them by registered letter, to consider all claims that are not yet due and payable as being immediately due and payable and to seek the return of all delivered goods that have not been paid for, without prejudice to our right to claim compensation of loss, lost profit and interest.

Force majeure
If we are unable to deliver on time as a consequence of force majeure, we will have the right to suspend the delivery or cancel the delivery completely, depending on the circumstances. Without prejudice to the provisions of Article 6:75 DCC, force majeure is understood to mean all circumstances beyond our power and control, which are of such a nature that we cannot reasonably be required to perform the contract.

Disputes
All disputes arising from or as a result of contracts concluded subject to these terms and conditions and contracts resulting therefrom will only be submitted to jurisdiction of the competent court in Amsterdam, unless the Subdistrict Court Judge has jurisdiction in respect of such a dispute. This includes proceedings for obtaining preliminary relief. However, we will always have the right to apply instead to the court of the purchaser’s domicile or any other competent court.

Applicable law
All contracts concluded subject to these terms and conditions and the contracts ensuing therefrom are governed exclusively by Dutch law. The provisions of the U.N. Convention on Contracts for the International Sale of Goods do not apply, nor do the provisions of future regulations regarding the sale of movable tangible property, in so far as these are also regulatory provisions.

Filing
These general terms and conditions were filed with the Chamber of Commerce in Alkmaar under number D1869 on 30/12/1993.