Terms and Conditions.

ARTICLE 1: APPLICABILITY

In these terms and conditions:

– Van Krimpen : the private company Handelsonderneming Van Krimpen BV, established in Standdaarbuiten ;

– The other party: Van Krimpen 's contracting party;

– Agreement: any legal relationship between Van Krimpen and the other party to which these general terms and conditions apply.

These terms and conditions apply to every offer and every agreement between Van Krimpen and the other party to which Van Krimpen has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing. The applicability of the general terms and conditions used by the other party is hereby expressly rejected.

ARTICLE 2: OFFERS AND QUOTES

Each offer is based on the performance of the agreement by Van Krimpen under normal circumstances and during normal office or working hours. Any offer or quotation issued in writing by Van Krimpen is valid for fourteen (14) days, unless stated otherwise. It is only bound by the offer or quotations if acceptance thereof is confirmed in writing by the other party within fourteen (14) days.

ARTICLE 3: AGREEMENTS

Agreements are only concluded after Van Krimpen has confirmed the order in writing, or after it has commenced the work assigned or it has already placed orders with third parties with regard to the goods purchased by the other party, or if Van Krimpen has already delivered. Verbal agreements, also with regard to amendments or cancellation of the agreement, are not binding on Van Krimpen until and insofar as they have been confirmed in writing by Van Krimpen .

ARTICLE 4: PRICES

1. Stated and offered prices are always exclusive of turnover tax (VAT) and shipping and transport costs, unless stated otherwise.

2. Agreed prices are based on the cost factors that applied at the time of the conclusion of the agreement. Van Krimpen reserves the right, in the event of price increases by its suppliers and other changes in the price-determining factors, to charge the other party a proportional price increase within three months after the conclusion of the contract.

ARTICLE 5: SECURITY

Van Krimpen reserves the right, in case of doubt about the creditworthiness of its counterparty or for other business reasons, to demand advance payment or the provision of security for first or further deliveries, and, if this is not forthcoming and/or not to the satisfaction of Van Krimpen is provided, suspend or refuse deliveries.

ARTICLE 6: DELIVERY AND RISK

1. A delivery time stated by Van Krimpen is based on the circumstances known at the time of concluding the agreement and the information provided to Van Krimpen by suppliers. An agreed delivery time is not a strict deadline, unless expressly agreed otherwise. Van Krimpen is only obliged to deliver around the agreed date. In the event of late delivery, the default on the part of Van Krimpen only takes effect after prior written notice of default.

2. The method of shipment, transport and packaging is determined by Van Krimpen , unless agreed otherwise.

3. Delivery takes place `ex factory or warehouse' of Van Krimpen , unless agreed otherwise. The goods sold are at the expense and risk of the other party from the moment that the goods are ready for shipment at Van Krimpen 's company gate and Van Krimpen has initiated the transport of the goods to the other party. This also applies in the case of free delivery.

4. The other party is obliged to take delivery of the purchased goods at the time when they are delivered to him or at the time when they are made available to him by Van Krimpen in accordance with the agreement. If the other party refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the other party, possibly at Van Krimpen 's free choice with a third party. In that case, the other party will owe all additional costs, including in any case storage costs, without prejudice to the other party's obligation to purchase the ordered goods and to pay the agreed purchase price.

ARTICLE 7: FORCE MAJEURE

1. If the performance of the agreement becomes impossible due to force majeure or because the item/performance to be delivered is destroyed or lost without this being attributable to Van Krimpen is entitled, at its option, to cancel the performance of the agreement for delivery. or to suspend performance for a maximum period of three (3) months, without being obliged to pay compensation. If the force majeure lasts longer than three (3) months, then both parties are entitled to dissolve the agreement in whole or in part without judicial intervention, without being obliged to pay compensation. If Van Krimpen has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or to be delivered separately and the other party is obliged to pay this invoice as it was a separate contract.

2. Force majeure within the meaning of this article is understood to mean all circumstances that prevent fulfillment of the obligation and that cannot be attributed to Van Krimpen and its suppliers and auxiliary persons. Force majeure exists in the following situations: fire, strike, excessive absenteeism of staff, transport difficulties, serious business failures, late or improper execution of orders by suppliers, government measures - including import and export bans -, drastic changes in currency ratios, energy crisis, abnormal price increases of raw materials and energy.

ARTICLE 8: DEFECTS AND COMPLAINT PERIODS

1. The other party must inspect or have inspected the goods delivered or services performed immediately upon delivery. In doing so, he must check whether the delivered goods comply with the agreement, namely:

- whether the correct goods have been delivered;

- whether the quantity of the delivered goods corresponds to what has been agreed;

- whether the delivered goods meet the agreed quality requirements or - if these are lacking - the requirements that may be set for normal use and/or trading purposes.

2. Visible defects and/or damage must be noted upon delivery by the other party on the delivery note or written down in an official report that must be co-signed by the delivering driver. If the other party fails to do so, it cannot subsequently appeal to Van Krimpen for visible defects and/or damage in respect of the delivered goods.

3. Non-visible defects and/or damage must be reported to Van Krimpen in writing within 2 days after discovery, but no later than 10 days after delivery. If the other party fails to do so, it cannot subsequently claim against Van Krimpen non-visible defects and/or damage in respect of the delivered goods.

4. If the other party cannot agree with the price application or invoice, it must make its objections known to Van Krimpen in writing within 8 days of receipt of the invoice, accurately stating the nature and grounds of its complaints. In the absence of a written complaint within the set term, the other party is deemed to have agreed to the price application and invoice.

5. Even if the other party complains in time, its obligation to pay and take delivery of the orders placed remains. Goods can only be returned to Van Krimpen after prior written permission.

6. If a complaint has been lodged in time and the delivered goods do not comply with the agreement Van Krimpen will, according to its choice and against taking back the delivered goods, be authorized to perform again free of charge, as soon as it is reasonably possible to do so, so that its contractual obligations can still be met. is paid, or to credit the other party for the returned goods.

ARTICLE 9: RETENTION OF TITLE AND PROOF (BURDEN) PROVISION

1. Ownership of the goods sold and delivered shall not pass to the other party until it has fulfilled all its financial obligations towards Van Krimpen for payment of the purchase price of the goods delivered or still to be delivered, or services performed or to be performed and any relevant interest, costs and compensation owed.

2. Before the ownership of the goods has been transferred to the other party, the other party is not entitled to alienate the goods, to rent them out to third parties or to allow them to be used, to pledge them or to encumber them in any other way for the benefit of third parties. If the other party violates this obligation, Van Krimpen is entitled to reclaim the goods and the other party is obliged to return these goods to Van Krimpen , without prejudice to Van Krimpen 's right to compensation in this respect.

3. The other party is obliged to inform Van Krimpen immediately if third parties assert rights with regard to goods still owned by Van Krimpen . At Van Krimpen 's first request, the other party is obliged to inform Van Krimpen where Van Krimpen 's goods are located. In the event of attachment of (part of) the goods, (provisional) suspension of payment or bankruptcy of the other party, the other party will immediately point out Van Krimpen 's property rights to the seizing bailiff, the administrator or the trustee.

4. In the cases as referred to in Article 13, Van Krimpen is irrevocably authorized now for then, without a notice of default being required, to remove the goods that have remained its property or have them removed from the place where they are located. are located. The other party declares now for then that it agrees that one or more persons designated by Van Krimpen will be granted access to the place where the delivered goods are located.

5. All goods present at the other party of the same type as those delivered by Van Krimpen to the other party are presumed to originate from Van Krimpen and to have been delivered by Van Krimpen to the other party, unless the other party can demonstrate otherwise. This stipulation regarding the division of the burden of proof with regard to the relevant matters must be qualified as a proof (burden) agreement within the meaning of Article 153 of the Code of Civil Procedure and is therefore also valid in the possible bankruptcy of the other party.

ARTICLE 10: VAN KRIMPEN LIABILITY

Van Krimpen is never liable for indirect damage suffered by the other party or third parties, including consequential damage, damage caused by delay, immaterial damage and trading loss or environmental damage, unless the damage was caused by intent or gross negligence on the part of Van Krimpen or its management staff, as well as unless its insurance covers the damage, in which case Van Krimpen 's liability remains limited to the amount of the payment made by the insurance.

ARTICLE 11: INTELLECTUAL PROPERTY AND RIGHTS OF THIRD PARTIES

1. The other party must respect all intellectual property rights or other rights of Van Krimpen and/or third parties with regard to the goods/performances delivered by Van Krimpen and guarantees that it will not infringe them in any way whatsoever, regardless of the nature and extent of such infringement.

2. The other party indemnifies Van Krimpen both in and out of court, against all claims that third parties may assert under any intellectual property right or other law.

ARTICLE 12: PAYMENT AND CONTRACTUAL INTEREST

1. Payments must be made in cash, unless otherwise agreed. If payment other than cash has been agreed, payment must be made without any setoff, discount or suspension within fourteen (14) days after the invoice date.

2. If full payment has not been made within fourteen (14) days of the invoice date, the other party will be in default by operation of law and – without prejudice to Van Krimpen 's other rights – interest of 1.5 will be charged on the amount due from the due date. % per month, whereby part of the month is regarded as a full month, and all judicial and extrajudicial costs associated with the collection, with a minimum of €. 225, -, for the account of the other party.

3. In the event of liquidation, bankruptcy or suspension of payment of the other party, the obligations of the other party will be immediately due and payable.

4. Payments first serve to settle and deduct: a. costs; b. accrued interest; c. oldest invoices.

ARTICLE 13: ABSENCE, SUSPENSION AND DISSOLUTION

1. If the other party does not, not properly or not timely fulfill any obligation, it will be in default without notice of default and Van Krimpen will be entitled to suspend the performance of its obligations or to dissolve the agreement in whole or in part, without it being any compensation is held.

2. In the event of liquidation, (provisional) suspension of payment or bankruptcy of the other party, all agreements with the other party will be dissolved by operation of law, unless Van Krimpen gives notice within a reasonable period of time that it requires compliance.

3. In each of the cases referred to in the previous paragraphs, all claims of Van Krimpen against the other party are immediately due and payable in full, the other party is obliged to immediately return any unpaid goods and Van Krimpen has the right to reclaim the land and buildings. of the other party in order to take possession of the goods in question.

ARTICLE 14: COLLECTION COSTS AND PROCESS COSTS

1. If the other party is in default with regard to the fulfillment of one or more of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the other party, whereby the latter will owe 15% of the principal sum to Van Krimpen , with a minimum of €.225,-.

2. The other party owes Van Krimpen the legal costs actually incurred by it in all instances. This only applies if Van Krimpen and the other party are conducting legal proceedings with regard to an agreement to which these general terms and conditions apply and a court decision becomes final and final, in which the other party is wholly or predominantly in the wrong. posed.

ARTICLE 15: APPLICABLE LAW AND DISPUTES

1. Dutch law applies to every agreement between Van Krimpen and the other party.

2. All disputes – including those that are regarded as such by only one of the parties – arising from an agreement between Van Krimpen and the other party, will be settled by the competent court in the district of Breda, being the district within which Van Krimpen has its registered office, unless Van Krimpen as claimant, should prefer the competent court in the district in which the other party is established.