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General terms and conditions

GENERAL TERMS AND CONDITIONS of Bredemeijer Group B.V. filed with the Chamber of Commerce of Utrecht, the Netherlands, under number 08076184 (Bredemeijer Group B.V.) (to be referred to below as the ‘Terms and Conditions’)

Article 1 Definitions

1.1 In these Terms and Conditions the terms listed below have the following meaning:

a. User: the private limited liability company Bredemeijer Group B.V., having her registered office and maintaining place of business at Savannahweg 59 in Utrecht, and including affiliated companies;

b. Other Party: the natural person who or legal entity that, in a capacity such as that of a principal, seller or buyer, requests an Offer from the User, places and Order with the User or enters into an Agreement with the User;

c. Delivery: the delivery of Products by the User to the Other Party;

d. Web Shop: the websites at which the User communicates Products and services (including < www.bredemeijer.com, www.leopold-vienna.com, www.zilverstad.com >);

e. Agreement: the obligation that arises between the User and the Other Party with respect to the sale and delivery of Products and the provision of services by the User to the Other Party;

f. Offer: an offer made by the User to the Other Party in respect of Products and/or services;

g. Web Offer: an offer of a Product or Products and/or a service or services via the Web Shop;

h. Order: an order for a Product or Products and/or a service or services via the Web Shop; and

i. Product or Products: the moveable property that the User sells, processes, manufactures and delivers to the Other Party pursuant to an Agreement.

Article 2 Applicability

2.1 These Terms and Conditions form part of and govern any and all Offers, Orders and Agreements between the User and the Other Party and any and all acts (including legal acts) performed by the User with, for or towards the Other Party.

2.2 These Terms and Conditions apply to the exclusion of any terms and conditions (including general terms and conditions) applied by the Other Party.

2.3 Any supplements and/or amendments to the Agreement must be laid down in writing and signed by the User and the Other Party.

2.4 In the event of any conflict between the content of the Agreement concluded by the User and the Other Party and these Terms and Conditions, the provisions contained in the Agreement will prevail.

Article 3 Offers, Orders and Agreements

3.1 All Offers and Web Offers made by the User are without engagement. The User will be entitled to revoke the Offer as long as the Other Party has not accepted the Offer in writing. Offers will be drawn up on the basis of the information provided by the Other Party.

3.2 The Offers have a maximum term of validity of 30 days, unless an Offer indicates otherwise, after which the Offer will lapse. The Other Party must accept the offer unconditionally and in writing by signing the Offer and returning it to the User.

3.3 An Order that the Other Party places with the User will be binding on the Other Party.

3.4 The prices indicated in the Offer/Web Offer are exclusive of VAT, inward customs clearance, transport, disassembly and storage costs, import and export duties, and any other duties, taxes, levies and other costs, unless otherwise indicated.

3.5 The inward customs clearance, transport, disassembly and storage costs, import and export duties, and any other duties, taxes, levies and other costs will be paid by the Other Party.

3.6 Any photos, samples, drawings, testing samples or models that are shown or provided are always intended as an indication, and the Products will not be required to be in accordance with them. The photos, samples, drawings, testing samples or models may not be sold and/or used or consumed.

3.7 An Agreement will be concluded between the User and the Other Party at the time at which the Offer signed by the Other Party has been received by the User or at the time at which the User has confirmed it to the Other Party in writing or at the time at which the User has confirmed the Order to the Other Party by e-mail.

3.8 If the Other Party has not accepted the Offer unconditionally and has made any changes or reservations in the Offer, that will be deemed to constitute a new proposal and a rejection of the User’s original proposal and – in derogation from the provisions contained in the preceding subsection – the Agreement will not be concluded until after the User has notified the Other Party in writing that it accepts the nature and content of the reservation and/or change. Article 6:255(2) of the Dutch Civil Code (Burgerlijk Wetboek) is explicitly excluded.

3.9 If at the Other Party’s request the User performs any work before the Agreement has been concluded, the User will be entitled to claim payment for such work in accordance with the applicable rates that it charges.

Article 4 Delivery

4.1 The Products will be delivered FCA (Incoterms 2000) from the User’s storage location. As from the time of delivery the Products will be at the Other Party’s risk and expense. This provision also applies if the User arranges for the transport of the Products at the Other Party’s request. Transport will take place at the Other Party’s expense.

4.2 The delivery time indicated in the Offer/Web Offer is an approximation. The delivery time being exceeded cannot be deemed a breach on the part of the User and will not entitle the Other Party to dissolve the Agreement.

4.3 The User reserves the right to deviate from the agreed quantity in respect of the delivery of the Products by a maximum of 5%, and the price will adjusted upwards or downwards accordingly. A deviation within the 5% margin cannot be deemed a breach on the part of the User and will not entitle the Other Party to dissolve the Agreement.

4.4 If the Other Party does not take delivery of the Products or fails to do so in a timely and proper manner at the time of delivery, or if the Other Party fails or is negligent in respect of the provision of information or instructions necessary for the delivery, the User will give the Other Party notice of default and the User will grant the Other Party a reasonable term in which to take delivery or provide the information or instructions necessary for the delivery. The Products will be stored at the Other Party’s risk and expense, without prejudice to the Other Party’s obligation to pay the purchase price. In such cases the Other Party will owe all costs, including but not limited to the costs of disassembly, transport and storage. If the Other Party fails to take delivery after being give notice of default or refuses or is negligent in respect of the provision of information or instructions necessary for the delivery, the User will be entitled to have free disposal over the Products at its own discretion. In the event that the User resells the Products the purchase price will be decreased by the net selling price that a third party is invoiced.

Article 5 Payment and security

5.1 The User must make payment for the Products that have been delivered within 30 days of the invoice date, in cash or by transferring the amount due in euros to an account to be indicated by the User. The Other Party will not be entitled to invoke any setoff, discount or suspension.

5.2 The User reserves the right to demand full or partial payment in advance. The User will be entitled to suspend its obligations under the Agreement until the payment in advance has been made.

5.3 In the event that payment is not made in a timely manner the Other Party will be in default by operation of law, without any notice of default being required, merely as a result of the term for payment being exceeded. As from that time the Other Party will owe default interest in the amount of 1% per month, which will be due from the due date of the invoice until the date of payment in full, unless the statutory commercial interest pursuant to Article 6:119a is higher in which case the statutory commercial interest will be due. Any other judicial and extrajudicial costs (including collection costs) that the User is forced to incur will be paid by the Other Party. The extrajudicial costs will be equal to at least 15% of the invoice amount, with a minimum of EUR 250 exclusive of VAT.

5.4 Any payment made by the Other Party will be applied first as payment of the costs due, second as payment of the interest due, and third as payment of the invoices.

5.5 The User reserves the right to demand that the Other Party furnish security at any time. The Other Party must furnish such security immediately upon demand. The User will be entitled to suspend its obligations until the security that has been requested has been furnished.

5.6 Any and all claims that the User has will be due as a lump sum, without any further notice of default being required if:

a. the term for payment is exceeded;

b. a bankruptcy petition or an application for a suspension of payments or debt rescheduling arrangement is submitted in respect of the Other Party;

c. the Other Party is declared bankrupt, the Other Party is granted a suspension of payments, a debt rescheduling arrangement is declared to apply in respect of the Other Party or the Other Party dies;

d. an attachment is levied on the Other Party’s goods or claims; or

e. the Other Party sells or terminates all or part of its business.

5.7 In the cases described in the preceding subsection the User will be entitled to:

a. suspend its contractual obligations until the time at which the Other Party has fully complied with its obligations; or

b. to dissolve the Agreement in whole or in part, without any notice of default or judicial intervention being required, without prejudice to the User’s right to claim specific performance and/or compensation.

Article 6 Retention of title

6.1 The User will retain the title to all the Products that it has delivered or that it will delivery in the future until the time at which all the claims that the User has or will acquire against the Other Party, on any grounds whatsoever, including any and all claims that ensue from a failure to comply with the aforesaid obligations, have been paid in full. As long as the User’s claims have not been paid in full, the Other Party will not be permitted to dispose of or process the Products (or have them processed) except in the context of the normal conduct of business.

6.2 The User will be entitled to take back the Products that have been delivered subject to the retention of title that are still in the Other Party’s possession, at the Other Party’s expense, if the Other Party is in default in respect of its compliance with its payment obligations or if it is having or is threatened with payment difficulties. The Other Party must grant the User free access at all times to the sites and/or buildings and to cooperate fully in connection with the inspection of the Products and/or the exercise of its rights.

6.3 If a Product that the User has delivered, in respect of which the User has retained title, is imported into another Member State of the European Union where the right in respect of retention of title contains provisions that are more favourable than the provisions contained in this subsection, the laws of that Member State will govern the retention of title.

6.4 The Other Party will be obliged to store the Products that have been delivered subject to the retention of title with all due care and recognisably marked as the User’s property. The Other Party undertakes to insure the goods that have been delivered subject to the retention of title and to maintain such insurance against fire, explosion damage, water damage and theft. The relevant policy must be provided to the User for inspection immediately upon request. In the event that the Other Party fails to comply with that obligation, the Other Party will owe a penalty that is not subject to judicial mitigation equal to twice the balance of the User’s outstanding claims against the Other Party.

6.5 In the event that third parties levy an attachment on the goods that have been delivered subject to the retention of title or wish to establish or exercise rights in respect of such goods, the Other Party will be obliged to notify the User as quickly as can reasonably be expected in that respect.

Article 7 Intellectual and industrial property rights

7.1 When submitting an Offer, placing a Web Offer and concluding an Agreement, the User reserves the ownership of any and all intellectual property rights and industrial property rights in respect of the Products to be delivered.

7.2 The Other Party is permitted to use the goods referred to in Article 3.6 of the Terms and Conditions only in the context of its compliance with its obligations on the ground of the Agreement. The Other Party guarantees that it will not infringe the User’s intellectual property rights and/or industrial property rights.

7.3 The Other Party is not permitted to remove and/or change any marks contained in brochures and software and/or other goods of the User’s in respect of copyrights, trademarks, trade names or other intellectual property rights and/or industrial property rights in respect of the Products and/or the Web Shop.

Article 8 Copyright

8.1 All designs and layouts of the Web Shop are the property of the User. Copies may be made of all or part of the Website only for the purposes of placing an order with the User. It is not permitted to make multiple copies, record in respect of online services or duplicate on data carriers without the User’s written permission.

Article 9 Protection of personal data

9.1 The User will use the data provided by the Other Party in respect of its Order only in connection with its compliance with its obligations that ensue from the Agreement. The User will retain an electronic file containing those data for the aforementioned purpose and will provide information to third parties only insofar as it is necessary to do so in the context of compliance, such as in the event that the Products must be transported.

Article 10 Guarantee/complaints

10.1 The Products to be delivered by the User will be compliance with the customary requirements and standards that can reasonably be stipulated at the time of delivery and for which the Products are intended for normal use. The User will grant a guarantee for a period of six months after delivery in respect of any design, material and/or manufacturing defects.

10.2 Minor tolerances – that are customary in the branch of industry – in respect of quality, colour, size or finishing do not fall within the scope of the guarantee, will not give any right to submit a complaint and will not constitute a ground for dissolution or compensation.

10.3 Any form of guarantee will lapse if a defect has arisen as a result of or ensues from improper use, including improper storage or maintenance by the Other Party and/or third parties, or in the event that the Other Party or third parties make changes to or repair the product without the User’s written permission or attach other goods to the product that should not be attached to it, or if the product is processed or treated in any was other than the manner prescribed.

10.4 The Other Party is obliged to inspect all the Products that the User delivers immediately upon delivery to ascertain whether there are any defects or shortcomings. Any defects must be reported to the User by registered letter within eight days of delivery. If a complaint is not submitted in a timely manner the Other Party’s right to dissolve the Agreement in whole or in part, to claim specific performance and/or to claim compensation will lapse.

10.5 If the Other Party has submitted a complaint in a timely manner and if it is demonstrated that the defects or shortcomings are a result of an attributable breach on the part of the User towards the Other Party in respect of the User’s compliance with its obligations, the User will be entitled to repair the Product free of charge, to replace the product, to reduce the price or to take other measures, at its discretion.

10,6 Any complaint submitted by the Other Party will not suspend its payment obligations towards the User.

Article 11 Return shipments

11.1 Return shipments will be accepted only if the User has approved the return shipment in writing in advance and provided that the Products are offered in good condition and in the original packaging.

11.2 Return shipments will be at the Other Party’s risk and expense.

11.3 Return shipments are excluded in respect of Products that have been processed or manufactured by the User on the basis of the Other Party’s specific requirements.

Article 12 Force majeure

12.1 Any breach on the part of the User in respect of its compliance with the Agreement as a result of a situation involving force majeure will not entitle the Other Party to dissolve the Agreement and/or to compensation of any damage. Force majeure is taken to mean any independent circumstance that is beyond the User’s control as a result of which full or partial compliance with the Agreement is temporarily or permanently impossible. Force majeure is in any event taken to mean: threat of war, war, mobilisation, disturbances, riots, fire, flood, lightening strike, pandemics, wilful damage, earthquakes, strikes, transport problems, water damage, factory sit-ins, import and export impediments, government measures, disruptions in the supply of energy, gas, water or the Internet, and breach of contract or an unlawful act on the part of the User’s suppliers or third parties that the User engages.

12.2 During the period in which the situation involving force majeure continues the User will be entitled to suspend its obligations under the Agreement without the Other Party being entitled to dissolve the Agreement or claim compensation. If the situation involving force majeure continues longer than two months, both the User and the Other Party will be entitled to dissolve the Agreement without being obliged to pay the other party any compensation.

Article 13 Liability

13.1 If it is established that the User has committed a breach in respect of its compliance with the Agreement, the User’s liability will be limited to the direct damage sustained and demonstrated by the Other Party. Liability for direct damage is limited to a maximum equal to one time the invoice value of the defective product, on the understanding that the amount is subject to a maximum equal to the amount that is covered by the policy with the User’s insurance company.

13.2 Under no circumstances will the User be obliged to compensate any indirect damage, including trading loss, consequential damage, loss of turnover or loss of good will sustained by the Other Party. The Other Party undertakes to include this provision in respect of its customers or third parties. The User will also be entitled to invoke this provision towards third parties.

13.3 The Other Party indemnifies the User against any liability towards third parties.

13.4 The User will not be liable for any damage that arises as a result of its failure to receive information from the Other Party or as a result of its receiving incorrect and/or incomplete information from the Other Party.

13.5 Unless it has provided explicit written confirmation the User will not be bound by any agreements that the Other Party makes with members of the User’s personnel after the Agreement is concluded that deviate from the agreements laid down in these Terms and Conditions or the Agreement.

13.6 Any claim against the User for compensation of damage will lapse after a period of one year, or a shorter term if such shorter term ensues from the law, to be calculated as from the time at which the claim arises.

13.7 Under no circumstances will the User be liable in the event that the Other Party is in default towards the User.

Article 14 Disputes

14.1 All Offers, Orders and Agreements that are governed by these Terms and Conditions, and any and all obligations and disputes that ensue from them, are governed by Dutch law, with due observance of the provisions contained in Article 6.2 of these Terms and Conditions, even if the Agreement is implemented abroad in whole or in part or if a party that is involved in the legal relationship has its place of residence or place of business abroad. The applicability of the Vienne Sales Convention of 1980 is explicitly excluded.

14.2 Any and all disputes that arise or ensue from an Agreement concluded with the User will be resolved exclusively by the competent court in the District of Utrecht, the Netherlands.

Article 15 Nullity, filing and interpretation

15.1 If one or more of the provisions contained in these Terms and Condition are null and void or are nullified at any time, the remaining provisions contained in these Terms and Conditions will continue to apply in full.

15.2 These Terms and Conditions have been filed with the Chamber of Commerce for the Midden-Nederland region in Utrecht, the Netherlands.

15.3 In addition to these Terms and Conditions as they have been drawn up in Dutch, the User also applies terms and conditions that have been drawn up in English and German. In the event of any discrepancy between the translations of these Terms and Conditions, the Dutch text of the Terms and Conditions will prevail at all times.