General conditions

General conditions Registration number Chamber of Commerce in The hague: 280593900000

(AS 133-08)

Article 1: Applicability, definitions

These conditions shall apply to all offers and to all purchase and sale agreements of P. van Roon B.V., established in Hillegom, hereinafter to be referred to as “the user”.
The buyer and/or customer shall be referred to as “the other party” below. If below a provision sees to a specific situation in which the other party is a natural person not acting in the course of a profession or business shall be referred to as “the consumer”.
Provisions which deviate from these conditions are only part of the concluded agreement between parties if and insofar parties explicitly agreed this in writing.
Under “in writing” in these general conditions is also understood: per email, per fax or any other way of communication which can be equated with this in view of the prior art and the applying opinions in social and economic life.
The possible not applicability of a (part of a) provision of these general conditions does not affect the applicability of the other provisions.
The other party cannot rely on the fact that the general conditions have not been received if the user has submitted the same general conditions to the other party and referred to them for several times.

Article 2: Agreements

Verbal agreements commit the user first after these have been confirmed by the user in writing or as soon as the user has started with the factual performances with the agreement of the other party.
Additions or amendments to the general conditions or otherwise amendments or additions to the agreement shall be only binding after written confirmation by the user.

Article 3: Offers, quotations

All offers, quotations, price lists etc. of the user are without obligations, unless they contain a period for acceptance. If a quotation and/or offer contains an offer free of engagement and this offer is accepted by the other party, then the user is entitled to withdraw the offer within 2 working days after receipt of the acceptance.
The prices asked by the user as well as the mentioned prices in the offers, quotations, price lists etc. are excluding VAT and possible costs. These costs can comprise among other things transportation costs, administration costs and invoices of called in third parties. All this, unless explicitly mentioned differently in writing.
A compound quotation does not commit the user to deliver of a part of the goods included in the offer or quotation against an equal part of the price.
Prices in quotations are based on the information provided by the other party with the application or order. If this information changes afterwards, then this can have consequences for the prices.
Offers, quotations and prices do not apply automatically for repeat orders.
If the acceptance of the other party deviates from the offer, then the user shall not be bound to this. Then parties have not come to an agreement, unless parties have explicitly agreed otherwise in writing.
Demonstrated and/or provided samples and models, as well as a list of colours, dimensions, weights and other descriptions in brochures, advertisement material and/or on the website of the user are as accurate as possible but serve only as indication. No rights can be derived from it, unless parties have explicitly agreed otherwise in writing.
The samples and models mentioned in the previous paragraph remain at all times property of the user and must be returned upon first request of the user, unless parties have explicitly agreed otherwise in writing.
1. If between the date of concluding the agreement and the implementation of the agreement alterations are made in the wages, employment conditions or social securities etc. by the government and/or trade unions, then the user is entitled to pass on the increments to the other party. In the event a new price list of the user comes into effect in between the previous mentioned dates than the user is entitled to pass on the prices mentioned in that list to the other party.
2. For the agreement concluded with the consumer applies that prices increases may be passed on or charged 3 months after the contract is made in the above-intended sense. In the event of price increases as set out in this article above within a shorter term than 3 months, the other party is entitled to dissolve the contract.

Article 4: Calling in third parties

If and insofar a well implementation of the agreement requires this, the user is entitled to have carry out certain deliveries by third parties. All this at the discretion of the user.

Article 5: Delivery, delivery terms

Mentioned terms in which goods must be delivered can never be considered as fatal terms, unless parties have explicitly agreed otherwise in writing. If the user does not and/or not in time fulfil his obligations from the agreement, he must be given notice of default in writing accordingly.
At delivery in parts each delivery and/or phase will be considered as a separate transaction and can be invoiced per transaction by the user.
The risk regarding the delivered goods will pass on to the other party at the moment of delivery. Under delivery within the framework of these general conditions is understood: the moment on which the goods to be delivered leave the building, warehouse or store of the user or are at the disposal of the other party for take away.
In deviation of paragraph 3 of this article is for consumers within the framework of these general conditions under delivery understood: the moment on which the goods are actually at the disposal of the consumer.
Sending and/or transporting the ordered goods occurs in a way determined by the user, but on risk and account of the other party. The user is not liable for damage, of which nature whatsoever, which is connected to the sending and/or transportation, whether or not suffered to the goods. All this, unless parties explicitly agreed otherwise in writing.
In deviation of paragraph 5 of this article for consumers applies that sending and/or transportation of the ordered goods are on risk of the user, but on account of the consumer.
If it turns out not to be possible to deliver the goods to the other party or to carry out the work due to a cause attributable to the other party, the user reserves the right to store the goods at the other party's expense and risk. After storage applies a term of 1 month in which the other party must give the user the opportunity to deliver the goods after all or where he must pick up the goods. All this, unless the user has explicitly set a different term in writing.
If the other party remains in default to fulfil his obligations also after expiry of the in paragraph 7 of this article mentioned term, then the other party breaches the contract and the user is entitled to entirely or partly terminate the agreement in writing and with immediate effect, without prior or further notice of default, without legal mediation and without being committed to compensation of damage, costs and interest. The user is also entitled to sell the goods to third parties.
The previous mentioned does not affect the obligation of the other party to pay the agreed and/or stipulated and/or the outstanding price, as well as possible storage and/or other costs.
The user is entitled – with regard to the performance of the other party's financial obligations – to demand advance payment or security from the other party before effecting delivery.

Article 6: Progress delivery

The user cannot be obliged to start the delivery of the goods, before all necessary information is in his possession and he has received the possible agreed payment (in advance). The given delivery terms shall be adjusted proportionally when there is talk of delays caused by this.
When deliveries cannot occur normally or without interruption due to causes through no fault of the user, the user is entitled to pass on the resulting costs to the other party.

Article 7: Packing

The packing which is not intended for single use, in which the goods are delivered, remains property of the user and may not be used by the other party for purposes other then for which it is intended.
The user is entitled to charge deposit money for this packing to the other party. The user is obliged to take back this packing for the price that has been charged to the other party. All this, if the packing has been returned prepaid within the period of time determined by the user after the delivery date and/or a period of time agreed by parties.
If the package is damaged, incomplete or lost, then the other party is liable for this damage and his right for repayment of the deposit money will lapse.
If the in paragraph 3 of this article mentioned damage is higher than the charged deposit money, then the user has the right not to take back the packing. The user may charge the packing at cost price, reduced by the already paid deposit money, to the other party.

Article 8: Complaints and returns

The other party is obliged to check the delivery immediately upon receipt of the goods. Possible visible faults, mistakes, incompleteness’s, imperfections and/or deviations in numbers, must be noted on the delivery note and/or receipt and immediately, but not later than within 24 hours after receipt of the goods, reported to the user.
Other complaints must be reported to the user in writing immediately after discovery. All consequences of not immediately reporting are at the other party’s risk. In all events, the complaints must be reported to the user within 1 year after delivery.
If above mentioned complaints are not made known to the user within the mentioned period, then the goods are considered to be received in good condition.
The ordered goods are delivered in the available packings of the user. Small deviations regarding the given dimensions, weights, numbers, colours etc. do not apply as default on the part of the user.
With respect to imperfections in nature products no complaints can be enforced, if these imperfections are connected with the nature and properties of the base material(s) from which these goods are made of. All this at the discretion of the user.
Complaints do not postpone the payment obligation of the other party.
The user must get the opportunity to investigate the complaint. If return appears necessary for the investigation of the complaint, this only occurs on account of and at user’s risk if last mentioned has explicitly expressed his approval in writing.
In all cases a return occurs in a way determined by the user and in the original packing.
If after delivery the goods have changed in nature and/or composition, have been processed in whole or in part, are damaged or repacked, any right to complain shall be lost..
In case of valid complaints, the damage shall be settled in accordance with the provisions in article 9.

Article 9: Liability and guarantee

The user discharges himself of his task as may be expected from a company in his line of business, but accepts no liability whatsoever for damage, including loss of dependency and personal injury, consequential damage, trading loss, loss of profits and/or stagnation damage which are the result of acts or omissions of the user, his personnel or by him involved third parties, unless mandatory provisions indicate otherwise.
The in this article set out limitations of liability do not apply if the damage is caused due to intentional act and/or wilful recklessness of the user, his board of directors and/or his managerial staff.
Subject to the provision referred to in the other paragraphs of this article, is the liability of the user, or on any other basis, limited to the invoice amount of the delivered matters.
Subject to the provision referred to in the other paragraphs of this article is the liability at all times limited to maximum the amount of the to grant payment, when appropriate, by the insurer of the user, insofar the user is insured for this.
The user guarantees the usual normal quality and soundness of the delivered goods; the actual duration of it can never be guaranteed.
If in the delivered goods visible mistakes, imperfections and/or defects occur which must have already been there at the moment of delivery, the user commits himself to repair or replace those goods at his discretion free of charge.
The user does not guarantee or is to be deemed to have guaranteed that the delivered goods are suitable for the purpose of which the other party desires to treat, process, apply or uses it.
If the goods delivered by the user come with a manufacturer's guarantee, said guarantee shall apply mutatis mutandis between the parties. The user shall inform the other party about this.
The other party loses it’s rights, is liable for all damage and indemnifies the user against every claim of third parties regarding compensation if and insofar:
1. afore mentioned damage occurred due to incompetent and/or with instructions, advices, directions or information leaflets of the user contrary use and/or incompetent keeping (storage) of the delivered goods by the other party;
2. Afore mentioned damage occurred due to mistakes, incompleteness’s or improprieties in information, materials, data carriers etc. which are provided and/or outlined to the user by or in the name of the other party.

Article 10: Payment

Payment should occur within 30 days after the invoice date, unless parties have explicitly agreed otherwise in writing.
If an invoice is not paid in full after expiry of the in paragraph 1 mentioned term:
1. shall the other party owe a default interest at 2% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be considered as a full month.
2. the other party, after having been presented with a demand for such by the user, shall owe a minimum of 15% of the principal and the interest for late payment with an absolute minimum of € 150 with the other party, with regard to extrajudicial costs; the user has the right to charge the other party € 20 for each payment reminder, demand and the like sent to the other party as administration costs. The user shall set this out in the contract and/or on the invoice.
At the user's election, in prior or similar circumstances, without the need for notice of default or judicial intervention, the contract can be dissolved in whole or in part, which may be in combination with a claim for compensation.
If the other party has not performed his payment obligations in time, the user has the right to suspend the performance of the obligations of delivery, until the payment has been made or proper security has been given therefore. The same applies prior to the time of default, if the user has a reasonable suspicion that there are reasons to doubt the other party's creditworthiness
Payments made by the other party shall always first be put toward all interest and costs owing and then all outstanding invoices which have been outstanding the longest, unless the other party explicitly stipulates in writing upon payment that the payment relates to a later invoice.
1. If the other party, under whatever heading, has one or more counterclaims on the user, the other party waives the right of set-off with regard to these claim(s). Said waiver of the right of set-off also applies if the other party petitions for a moratorium on payment or is declared bankrupt.
2. The provisions under a. of this paragraph do not apply to agreements with the consumer.

Article 11: Retention of title

The user retains title to the goods delivered and to be delivered until the time when the other party has performed his payment obligations to the user. These payment obligations consist of the payment of the purchase price, increased by claims relating to work carried out which is connected with the delivery, and claims relating to possible compensation for default on the performance of obligations on the part of the other party
Goods which are subject to retention of title, can only be resold by the other party within the framework of the normal business practise.
In the event the user invokes the retention of title, the relevant contract shall be dissolved, without prejudice to the user's right to claim compensation of damage, lost profit and interest.
The other party is obliged to immediately give the user written notice of the fact that third parties are enforcing rights in respect of goods which are subject to a retention of title pursuant to this article.
The other party is obliged to keep the goods which are subject to retention of title carefully and as recognizable property of the user, until the period of time in which he has fulfilled all his payment obligations towards the user.
The other party must insure the goods which are delivered subject to retention of title and keep them insured during the period they are subject to retention of title. The other party must give the policy of this insurance for inspection upon the first request of the user.

Article 12: Pledge

Until the time when the other party has fully performed his payment obligations to the user, the other party is not entitled to:
1. allow third parties to hold the delivered goods as collateral;
2. to establish a nonpossessory pledge on the goods;
3. place the goods in the de facto power of one or more financiers.
If the other party acts contrary to the previous paragraph, then this shall be regarded as deemed default on his part. In such case the user can immediately, without being bound to give any notice of default, suspend his obligations under the contract, or dissolve the contract, without prejudice to the user's right to compensation of damage, lost profit and interest.

Article 13: Bankruptcy, power of disposition and the like

Without prejudice to the provisions of the other articles of these Conditions, the contract made between the other party and the user shall be dissolved without the need for judicial intervention or notice of default, at the time when the other party is
1. declared bankrupt;
2. petitions for a (provisional) moratorium on payment;
3. is affected by attachment in enforcement of a judgment;
4. appointment of a guardian or administrator;
5. or otherwise loses the power of disposition or competency to act with regard to his assets or parts thereof.
The in paragraph 1 of this article is applicable, unless the receiver or the administrator acknowledges the obligations ensuing from the contract as a debt of the estate.

Article 14: Force Majeure

in the event there is talk of force majeure, the user is entitled to dissolve the contract made between the parties, or to suspend performance of his obligations to the other party during a reasonable time period without being bound to pay any compensation.
Under force majeure within the framework of these general conditions is understood: a non-attributable non-performance on the part of the user and/or on the part of third parties or suppliers engaged for the performance of the contract or another important reason.
If the above situation arises when the contract has been performed in part, the other party is bound to perform his obligations to the user up to that time.
Circumstances in which there shall be non-attributable non-performance include: war, riot, mobilisation, domestic and foreign unrest, government measures, strike and lock-out by workers or threat of such and similar circumstances, disruption of the currency ratios in effect at the time the contract was made; business disruptions due to fire, accident or other incidents and natural events, weather circumstances, road blockades etc. arisen transportation difficulties and delivery problems, accident and other incidents .

Article 15: Cancellation and dissolution

1. The other party waives all rights to dissolution of the contract pursuant to Article 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless cancellation pursuant to this article is agreed. One and another applies under condition the right to cancel the agreement in accordance with the article in question.
2. The provisions under sub. a. of this paragraph do not apply to agreements with the consumer.
Under cancellation within the framework of these general conditions is understood: to cancel the agreement by one of the parties before the start of the performance of the agreement.
Under dissolution within the framework of these general conditions is understood: to cancel the agreement by one of the parties after the start of the performance of the agreement.
In case the other party cancels the agreement or in case of dissolution, he owes a compensation to the user which shall be determined by the user later. The other party is bound to compensate all costs, damage as well as lost profit to the user. The user is entitled to fix the costs, damage and lost profit and - according to his choice and depending on the already performed activities and/or deliveries - to charge the other party 20% up to 100% of the agreed price.
The other party is liable to third parties for the consequences of the cancellation and indemnifies the user in this respect
Amounts already paid by the other party shall not be repaid.

Article 16: Applicable law / Competent court

The contract made between the user and the other party is only governed by Dutch law Disputes ensuing from this contract shall be adjudicated in accordance with Dutch law.
In deviation of the provision in paragraph 1 of this article, shall the legal consequences of goods subject to a retention of title which are intended for export, in case the legal system of the country and/or state of destination of the goods is more favourable for the user, be handled by that law.
Disputes shall be adjudicated by the competent Dutch court, although the user has the right to bring proceedings before the competent court in the place where the user is based, unless the cantonal court has jurisdiction over the matter.
In the event the other party is a consumer, within 1 (one) month after the user has informed him that the matter shall be brought before the court, the consumer can state that he is opting for adjudication of the dispute by the court which has jurisdiction under the law.
With regard to disputes ensuing from the contract made with an other party which is based outside of the Netherlands, the user has the right to act in accordance with the provisions of Paragraph 2 of this article or – at the user's election – bring the disputes before the competent court in the country or the state where the other party is based.

Date: 20 juni 2008