GENERAL TERMS & CONDITIONS

Definitions in these General Terms and Conditions

In these General Terms and Conditions, the following terms shall have the meanings assigned to them below:

• Bouwimpex: the private limited liability company incorporated under Dutch law, Bouwimpex B.V., registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 09050615;

• Customer: the natural or legal person acting in the course of their profession or business who enters into an Agreement or to whom Bouwimpex makes an offer or submits a quotation;

• Agreement(s): any agreement between Bouwimpex and the Customer, any agreed amendment or addition thereto (e.g. additional work), and all (legal) acts arising therefrom, including future agreements between Bouwimpex and the Customer;

• Work: the performance or services to be provided by Bouwimpex under or as a result of the Agreement. This may include, among other things, the purchase and sale of Products, the completion of work of a physical nature (Article 7:750 et seq. of the Dutch Civil Code), the supply of goods and/or services, and the performance of calculation and/or drafting work;

• Product(s): the building materials to be sold by Bouwimpex (such as plastic panel systems and rooflights) and/or any associated accessories or components.

I. General Terms and Conditions of Bouwimpex

1.1 These General Terms and Conditions form part of and apply to all offers, communications and advice provided by Bouwimpex and to all Agreements.

1.2 Any general terms and conditions used by the Customer, regardless of their designation, are expressly rejected by Bouwimpex and shall not apply to offers made by Bouwimpex or to the Agreements.

1.3 Amendments to the Agreement and deviations from these General Terms and Conditions shall only be effective if expressly agreed in writing between Bouwimpex and the Customer.

1.4 In the event of any conflict between the Agreement and these General Terms and Conditions, the provisions of the Agreement shall prevail.

1.5 If one or more provisions of these General Terms and Conditions prove to be invalid or are set aside by a court, the remaining provisions shall remain in full force and effect. Bouwimpex and the Customer shall then consult with each other with a view to agreeing on new provisions to replace the void or annulled provisions, taking into account the purpose and intent of the original provisions as far as possible.

II. Offers and Information

2.1 All verbal or written offers made by or on behalf of Bouwimpex are without obligation, unless expressly stated otherwise. If an offer is accepted by the Customer, Bouwimpex shall be entitled to revoke the offer within five working days of receiving the acceptance.

2.2 If the acceptance differs from the offer contained in the quotation, whether or not on minor points, Bouwimpex shall not be bound by such acceptance. In that case, the Agreement shall not be concluded in accordance with the deviating acceptance, unless Bouwimpex indicates otherwise in writing.

2.3 The technical or other specifications used by Bouwimpex in an offer, including calculations, price lists, drawings, brochures and other information, are provided for information purposes only and constitute a general representation.

They shall not be binding on Bouwimpex. Bouwimpex shall not be liable for any inaccuracies or deficiencies. Bouwimpex shall not be obliged to provide detailed information.

2.4 If an offer made by Bouwimpex does not result in an Agreement, the Customer shall immediately return all items and other documentation referred to in the preceding paragraph to Bouwimpex, carriage paid.

2.5 If the Customer places an order with Bouwimpex by telephone, email or fax, the contents of the Agreement shall be fully evidenced by the order confirmation issued by Bouwimpex to the Customer on the basis of that order, unless the Customer raises objections to the order confirmation immediately upon receipt.

2.6 Any estimate made by Bouwimpex of the costs associated with carrying out the Work shall always be non-binding. The Customer may not derive any rights from such an estimate provided by Bouwimpex.

2.7 The Customer shall be obliged to provide all information that Bouwimpex considers necessary for preparing a proper quotation or offer. This also applies to information that the Customer could reasonably know or ought to know is required by Bouwimpex to prepare a proper quotation or to perform the Agreement correctly at a reasonable price (e.g. the intended application, dimensions or location).

2.8 If the Customer provides Bouwimpex with information (including drawings and/or dimensions), for example for the supply or installation of Products, Bouwimpex shall be entitled to rely on the accuracy and completeness of that information and shall base its offer on it.

2.9 If information provided by the Customer proves to be incorrect or incomplete, Bouwimpex shall be entitled to amend the quotation, offer, price indication or cost estimate to reflect what it would have been had the Customer provided correct or complete information. Any additional costs shall be payable by the Customer to Bouwimpex upon Bouwimpex’s first request.

2.10 If Bouwimpex sends designs, dimensions, drawings, illustrations and/or calculations to the Customer in connection with the offers referred to in Article 2.1 or in connection with the Agreement, this information shall remain the property of Bouwimpex.

The Customer shall use this information exclusively within the scope of the Agreement, and no third party may derive any rights from it. Article 2.3 shall apply accordingly.

All intellectual property rights relating to these designs and associated materials shall also belong exclusively to Bouwimpex. The Customer shall return these materials immediately upon Bouwimpex’s first request.

III. Agreements

3.1 Agreements shall only be concluded upon written acceptance by Bouwimpex. The written acceptance issued by Bouwimpex shall be deemed to accurately and fully reflect the Agreement. Additional arrangements and amendments made by any party shall only be binding if confirmed in writing by Bouwimpex.

3.2 For Agreements for which, due to their nature and scope, no quotation and/or order confirmation is issued, the invoice issued by Bouwimpex shall be deemed to accurately and fully reflect the contents of the Agreement, unless the Customer submits a written objection within three working days of receiving the invoice and provides evidence to the contrary.

3.3 Bouwimpex enters into every Agreement subject to the condition precedent that the Customer is sufficiently creditworthy to fulfil the Agreement in full. Bouwimpex shall be entitled, both before entering into the Agreement and during its performance, to require the Customer to provide security for the fulfilment of its obligations before Bouwimpex performs its own obligations.

3.4 If Bouwimpex considers it necessary for the proper execution of the instructions given to it, Bouwimpex shall be entitled, after consultation with the Customer, to engage third parties in the performance of the Agreement. The associated costs shall be charged to the Customer in accordance with the quotations provided.

3.5 Designs, drawings, calculations, specifications, dimensions, constructions, working methods, installation instructions, technical descriptions and other documents shall form part of the Agreement insofar as they are referred to in the Agreement.

IV. Delivery Period / Performance Period

4.1 Any delivery period or performance period stated or communicated by Bouwimpex shall be indicative and shall not constitute a strict deadline. If the stated period is exceeded, the Customer shall not be entitled to claim any compensation or damages from Bouwimpex, nor shall the Customer be entitled to withhold or suspend the performance of any obligation arising from the Agreement or to terminate or rescind the Agreement.

4.2 The delivery period or performance period shall commence after the Agreement has been concluded, but:

(i) not before the date on which the Customer has received written confirmation from Bouwimpex of the conclusion of the Agreement;

(ii) not before agreement has been reached on all commercial and technical details;

(iii) not before Bouwimpex has received all necessary information, final approved drawings and other required documentation;

(iv) not before the agreed payment or instalment payment has been received; and

(v) not before all conditions necessary for the performance of the Agreement have been met, subject to these General Terms and Conditions.

4.3 If circumstances arise other than those known to Bouwimpex when the delivery period or performance period was determined, Bouwimpex may extend that period by the time required to perform the Agreement under those changed circumstances.

4.4 The Customer shall indemnify Bouwimpex against any claims by third parties arising from the exceeding of a delivery period or performance period specified by Bouwimpex.

4.5 In the event of additional work, the delivery period or performance period shall be extended by the time required to arrange for the delivery of the Products needed for such additional work and to carry out that work.

If the additional work cannot be accommodated within Bouwimpex’s schedule, it shall be performed as soon as Bouwimpex’s schedule permits.

4.6 If Bouwimpex suspends the performance of its obligations, the delivery period or performance period shall be extended by the duration of that suspension.

4.7 In the event of force majeure as specified in Article XIV of these General Terms and Conditions, or unworkable conditions, the delivery period or performance period shall be extended by the resulting delay and by the time Bouwimpex requires to incorporate the Work into its schedule.

Unworkable conditions shall include all circumstances, including unsuitable weather conditions (such as precipitation, wind or temperature conditions), which, in the sole opinion of Bouwimpex, either create an unsafe working environment or prevent, may prevent, adversely affect or may adversely affect the uninterrupted performance of the Work.

4.8 Except in cases of wilful misconduct or deliberate recklessness on the part of Bouwimpex, the Customer shall not be entitled to any compensation, damages and/or rescission of the Agreement if the delivery period or performance period is exceeded by up to 30 days, even after Bouwimpex has been given formal notice of default.

If the delivery period or performance period is exceeded by more than 30 days, the Customer must first give Bouwimpex written notice of default after the expiry of that period and allow Bouwimpex a reasonable period in which to fulfil its obligations.

In doing so, Bouwimpex may unilaterally inform the Customer of factors determining what constitutes a reasonable period for Bouwimpex (e.g. availability within its schedule or availability of Products).

V. Delivery of Goods and Transfer of Risk

5.1 Unless otherwise agreed, Products shall be delivered ex works/warehouse (EXW, Ex Works, in accordance with the latest version of the INCOTERMS) at the relevant Bouwimpex business location. At that moment, the risk of damage to and/or loss of the Products shall pass to the Customer.

5.2 If the Customer is responsible for providing the means of transport, the Customer shall be obliged to accept the goods at the time specified in advance by Bouwimpex.

If Bouwimpex is responsible for providing the means of transport, it shall inform the Customer in good time of the departure date and/or expected arrival time and the destination of the means of transport.

5.3 The Customer shall accept the Products immediately upon their arrival at the destination specified by the Customer.

If the Customer fails to accept the Products on the agreed date, the Customer shall be in default and Bouwimpex may:

• rescind the Agreement;

• dispatch the Products at the Customer’s expense and risk;

• store the Products at the Customer’s expense and risk (without releasing the Customer from its obligation to accept delivery);

• after four weeks have elapsed from the date on which the Customer failed to fulfil its obligation to accept the Products, proceed with the private sale of the Products.

All costs arising from the above circumstances, including but not limited to storage costs and any shortfall in sale proceeds, shall be borne by the Customer.

The provisions of this Article shall be without prejudice to any other rights available to Bouwimpex.

5.4 Without prejudice to Article 5.3, if no one is present on behalf of the Customer at the agreed delivery location, Bouwimpex shall be entitled to unload the goods and leave them at a suitable location on the premises.

5.5 Bouwimpex shall be entitled to make deliveries in instalments. Partial deliveries may be invoiced separately to the Customer by Bouwimpex.

5.6 If the Agreement relates exclusively to the purchase and sale of a Product to the Customer, the Customer shall be fully responsible for the proper installation and correct use of the Product.

If damage occurs during the unpacking and/or moving and/or installation of the Product, or if problems affecting the proper functioning of the Product arise during those activities, Bouwimpex shall under no circumstances be responsible.

5.7 If Bouwimpex dispatches Products to the Customer, the Products shall be properly packaged to prevent damage, taking into account their nature, material and manufacturing method.

The Customer shall be obliged to exercise due care when unpacking the Products.

The Product shall be deemed to have been properly delivered by Bouwimpex, and any damage to the Product shall be presumed to have resulted from the manner in which the Product was unpacked and/or moved by or on behalf of the Customer, unless the Customer provides evidence to the contrary.

VI. Scope and Performance of the Work

6.1 The Customer shall ensure that all permits, exemptions and other authorisations required for the performance of the Work have been obtained in good time.

6.2 Unless otherwise agreed, the price of the Work shall not include:

• the costs of removing materials, building materials and/or waste;

• the costs of preventing damage to items located at or near the site of the Work.

6.3 The Customer shall ensure that Bouwimpex can carry out its activities without interruption and at the agreed time, that the site of the Work is safely and readily accessible, and that the necessary facilities, including gas, water and electricity, are made available to Bouwimpex during the performance of the Work.

6.4 The Customer shall be liable for damage resulting from the loss, theft or damage of property belonging to Bouwimpex that is located at the construction site and shall maintain adequate insurance against these risks.

6.5 If the Agreement concerns installation work to be carried out by or on behalf of Bouwimpex in or on a floor, the Customer shall be obliged to inform Bouwimpex in writing, before the work commences, of the possible presence of cables and/or pipes and/or other relevant items.

The Customer shall be obliged to proactively provide Bouwimpex with all information known to it in this regard or arrange for any questions raised by Bouwimpex to be answered.

6.6 Bouwimpex shall not be liable for damage to cables, pipes or other items in the ground, beneath the floor, or on or within walls and/or ceilings, nor for any consequences of such damage for the Customer or third parties, unless Bouwimpex has acted intentionally.

VII. Additional and Reduced Work

7.1 Additional or reduced work shall in any event be deemed to occur if:

• the design, specifications or contract specifications are amended;

• information supplied by the Customer to Bouwimpex does not correspond to the actual circumstances;

• actual quantities deviate by more than 10% from the estimated quantities.

7.2 If the total value of reduced work exceeds the total value of additional work, Bouwimpex shall be entitled to charge the Customer 10% of the difference in the final settlement.

7.3 If, during the performance of the Agreement, a change is communicated to Bouwimpex by or on behalf of the Customer, or if additional work is instructed during the performance of the Agreement in circumstances where Bouwimpex cannot reasonably be expected to record it in writing beforehand, the invoice issued by Bouwimpex shall be deemed to accurately and fully reflect the content of that change and/or additional work, unless the Customer provides evidence to the contrary.

7.4 Additional work shall be calculated on the basis of the price-determining factors applicable at the time the additional work is performed. The Customer shall be obliged to pay the price of the additional work upon Bouwimpex’s first request.

VIII. Completion and Acceptance of the Work

8.1 If the Agreement constitutes a contract for work, the Work shall be deemed to have been completed, handed over and accepted by the Customer if:

• the Customer has approved the Work verbally or in writing;

• the Customer has taken the Work into use or is using the Work. If the Customer takes part of the Work into use, that part shall be deemed to have been completed and handed over;

• Bouwimpex has informed the Customer in writing that the Work has been completed and the Customer has not indicated in writing within five working days of that notification whether or not the Work has been approved;

• the Customer does not approve the Work because of minor defects or missing components that can be remedied or supplied within 30 days and that do not prevent the Work from being taken into use;

• the Customer pays the invoice issued by Bouwimpex.

8.2 If the Customer does not approve the Work, the Customer shall be obliged to notify Bouwimpex in writing, stating the reasons, within the period of five working days and to give Bouwimpex the opportunity to present the Work for acceptance again.

When determining a reasonable period, Bouwimpex shall be entitled to indicate what constitutes a reasonable period for it, taking into account, among other things, other projects and the availability of personnel or Products.

8.3 The Customer shall indemnify Bouwimpex against claims by third parties for damage to parts of the Work not yet handed over by Bouwimpex, where such damage has been caused by the use of parts of the Work already handed over.

IX. Warranty and Conformity

9.1 Unless otherwise agreed in writing, Bouwimpex warrants the proper performance of the Work for a period of six months following delivery or completion and handover.

9.2 If the Work proves to be defective, Bouwimpex shall subsequently perform the Work properly or credit the Customer with a proportionate part of the invoice amount.

The Customer shall in all cases provide Bouwimpex with the opportunity to remedy any defect or repeat the relevant operation.

9.3 The Customer shall only be entitled to invoke a warranty if it has fulfilled all its obligations towards Bouwimpex.

9.4 The Customer shall not be entitled to invoke an agreed warranty or claim compensation, damages or the rectification of defects in the event of:

• normal wear and tear;

• improper use;

• maintenance that has not been carried out or has been carried out incorrectly or inadequately;

• installation, assembly, modification, alteration or repair of or to the Work by or on behalf of the Customer;

• defects in or unsuitability of items supplied or specified by the Customer;

• defects in or unsuitability of materials or equipment used by the Customer;

• use of the Products supplied and/or materials installed by Bouwimpex for purposes other than those communicated to Bouwimpex when the Agreement was entered into and/or the Work was performed.

9.5 Bouwimpex does not provide any warranty for:

• supplied Products that were not new at the time of delivery;

• the inspection and repair of items belonging to the Customer;

• items covered by a manufacturer’s warranty.

9.6 The provisions of this Article shall apply accordingly to any claims by the Customer based on breach of contract, non-conformity or any other legal grounds whatsoever.

9.7 The Customer may not invoke an agreed warranty if it has not reported the defect to Bouwimpex in writing within five days after discovering the defect or after the date on which it reasonably ought to have discovered it.

X. Prices and Price Adjustments

10.1 Unless expressly agreed otherwise, all prices quoted by Bouwimpex:

• are based on delivery ex works, warehouse or other storage location;

• exclude VAT, import duties and other taxes, levies and duties;

• exclude the costs of packaging, loading and unloading, transport and insurance;

• are stated in euros.

10.2 Bouwimpex shall be entitled to adjust the price or rescind the Agreement after it has been concluded if circumstances arise that justify such action.

Such circumstances include, but are not limited to, increases in material prices, personnel and production costs, import duties, taxes and exchange rate fluctuations.

10.3 Following notification of a price adjustment as referred to in Article 10.2, the Customer shall be entitled to rescind the Agreement if Bouwimpex adjusts the agreed price within three months of the conclusion of the Agreement.

Rescission by the Customer must be effected in writing within one week of notification of the price adjustment.

If the Customer has not rescinded the Agreement in writing within one week of receiving notification of the price adjustment, the parties shall be deemed to have agreed to the price increase communicated by Bouwimpex.

10.4 Bouwimpex shall be entitled to require an advance payment from the Customer and shall be entitled not to commence production of a Product or performance of the Work until the Customer has fulfilled this payment obligation.

10.5 The Customer shall have fulfilled all its payment obligations under the Agreement before Bouwimpex is obliged to proceed with delivery and/or installation.

XI. Payment

11.1 Payment shall be made to a bank account designated by Bouwimpex.

11.2 Unless otherwise agreed, payment shall be made as follows:

a. In the case of a contract for work: as specified in the Agreement.

b. In the case of a purchase and sale agreement: within 30 days of the invoice date.

c. In all other cases: within 30 days of the invoice date.

11.3 Payment deadlines shall constitute strict deadlines. Payment shall be made by the Customer without deduction of any discount or set-off.

If the Customer has agreed a payment discount with Bouwimpex in writing, that discount shall lapse if the Customer’s payments are not received by Bouwimpex within the specified period.

11.4 If the Customer fails to fulfil its payment obligations, the Customer shall automatically be in default by operation of law.

The Customer shall then immediately owe statutory commercial interest under Dutch law.

Furthermore, all extrajudicial costs incurred (e.g. costs of engaging third parties and internal costs) shall be borne by the Customer.

The extrajudicial costs shall amount to at least 15% of the amount owed by the Customer.

11.5 Any disputes between the Customer and Bouwimpex arising from complaints made by the Customer or on any other grounds shall not entitle the Customer to suspend its payment obligations.

11.6 Bouwimpex shall at all times be entitled to set off any amounts it owes to the Customer against any amounts that the Customer owes to Bouwimpex or an affiliated company, whether or not those amounts are due and payable or subject to conditions or time limits.

The Customer waives any right to set off amounts owed by the parties to each other.

11.7 As soon as the Customer defaults on any payment, all other claims by Bouwimpex against the Customer shall become immediately due and payable, and the Customer shall also immediately be in default with respect to those claims without any notice of default being required.

Bouwimpex shall then be entitled, among other things, to suspend the (further) performance of the Agreement or any remedial work, and the Customer shall not be entitled to invoke any warranty, request rectification or make any other claim.

11.8 Regardless of whether Bouwimpex has fully performed the Agreement, all amounts owed or to become owed by the Customer to Bouwimpex under the Agreement shall become immediately due and payable if the Customer is declared bankrupt.

XII. Duty to Inspect and Notify / Complaints

12.1 Where an Agreement relates to the purchase and sale of Products, the Customer shall be obliged to carefully inspect the Products for defects immediately upon delivery at the destination or, if earlier, upon receipt by the Customer or a third party acting on the Customer’s instructions.

12.2 In all circumstances, the Customer shall lose the right to invoke a defect in the performance if it has not complained to Bouwimpex in writing within seven days of discovering the defect or the date on which it reasonably ought to have discovered it, specifying the nature and grounds of the complaint in detail.

Minor deviations in, among other things, quality, composition, properties, colour and similar characteristics that are technically unavoidable or generally accepted according to customary practice shall never constitute grounds for complaint.

12.3 The Customer may no longer invoke a defect if:

a. the Products have been transported, handled, used, processed or stored improperly or contrary to instructions issued by or on behalf of Bouwimpex, by or on behalf of the Customer;

b. the Products have been processed by or on behalf of the Customer;

c. the Customer fails to fulfil, properly fulfil or fulfil on time any obligation towards Bouwimpex arising from the Agreement.

12.4 The Customer must submit complaints regarding an invoice to Bouwimpex in writing within the payment period, failing which the Customer shall lose its rights.

If the payment period exceeds thirty days, the Customer must submit its written complaint no later than 30 days after the invoice date.

If Bouwimpex has not received a complaint within that period, the invoice and the underlying Work shall be deemed to be proper and satisfactory.

12.5 Returns by the Customer shall only be permitted if Bouwimpex has expressly given its prior written consent.

12.6 Submitting a complaint shall not suspend the Customer’s payment obligation in respect of the Products in dispute.

<WritingBlock id=”84272″ variant=”document”>## XIII. Liability

13.1 Bouwimpex shall only be liable for damage suffered by the Customer that is the direct consequence of a failure attributable to Bouwimpex to fulfil an obligation incumbent upon it.

13.2 The liability of Bouwimpex shall in any event be limited to compensation for direct damage suffered by the Customer that is the immediate consequence of an attributable failure, or a series of related attributable failures, in the performance of the Agreement.

This liability for direct damage shall be limited to the amount paid out by Bouwimpex’s liability insurer in the relevant case, increased by any excess payable by Bouwimpex under the insurance policy.

13.3 If Bouwimpex’s liability insurer does not make a payment or if liability insurance is no longer in force, Bouwimpex’s liability shall be limited to a maximum of 50% of the agreed price (excluding VAT) for the Work within which the event causing the damage occurred, subject to a maximum of €10,000.00, unless the Customer demonstrates that Bouwimpex acted with intent or deliberate recklessness.

13.4 Except in cases of intent or deliberate recklessness, Bouwimpex shall never be liable for a defect resulting from any defect in a Product delivered to it by a third party or in a finished Product (or semi-finished product) supplied to it by a third party.

13.5 Goods supplied by third parties (which have not been manufactured by Bouwimpex itself) shall be delivered subject to the warranty provisions of the relevant manufacturer. Bouwimpex shall provide the Customer with these warranty provisions upon first request.

13.6 Bouwimpex shall under no circumstances be liable for direct or indirect damage, including but not limited to business losses, consequential losses, losses resulting from operational downtime, loss of income and profits, loss of customers, environmental damage, and damage to reputation and/or goodwill suffered by the Customer, unless the Customer demonstrates that Bouwimpex acted with intent or deliberate recklessness.

13.7 Statements made by or on behalf of Bouwimpex concerning the quality, composition or properties of Products or the performance undertaken by Bouwimpex shall not be binding on Bouwimpex unless expressly made in writing in the form of a warranty.

13.8 The Customer shall be responsible for the accuracy of drawings and information provided to Bouwimpex.

Illustrations, drawings, cost estimates, diagrams, advice, designs and other information provided by Bouwimpex shall not be binding on Bouwimpex and are intended solely to provide a general impression of what Bouwimpex is able to supply.

13.9 Bouwimpex shall not be liable if the Work or Products have been damaged as a result of an accident, incorrect or improper use, misuse or incorrect application, or as a result of modifications to or repairs of Products carried out by the Customer, or a lack of maintenance or improper maintenance.

13.10 Any damage resulting from the Customer’s failure to inspect the Products for their proper condition upon receipt or processing shall be borne by the Customer.

13.11 Any claim for damages against Bouwimpex, except claims acknowledged by Bouwimpex, must be reported to Bouwimpex in writing within three months of the claim arising, failing which the claim shall lapse.

13.12 Employees of Bouwimpex or auxiliary persons engaged by Bouwimpex in the performance of the Agreement may invoke against the Customer all defences available under the Agreement as if they themselves were parties to that Agreement.

13.13 The Customer shall indemnify Bouwimpex against all third-party claims based on product liability arising from a defect in a product supplied by the Customer to a third party which consisted, in whole or in part, of Products supplied by Bouwimpex.

The Customer shall be obliged to compensate Bouwimpex for all damage suffered in this connection, including the full costs of defence.

13.14 Liability on the part of Bouwimpex for an attributable failure to perform an agreement shall in all cases arise only if the Customer has promptly and properly given Bouwimpex written notice of default, allowing a reasonable period in which to remedy the alleged failure, and Bouwimpex continues to fail to fulfil its obligations in an attributable manner after that period has expired.

The notice of default must contain as complete and detailed a description of the failure as possible, enabling Bouwimpex to respond appropriately.

A condition for the arising of any right to compensation for direct or indirect damage shall always be that the Customer reports the damage to Bouwimpex in writing as soon as possible after it occurs.

Reference is also made to the provisions of Article XII in this regard.

XIV. Force Majeure

14.1 Bouwimpex shall be entitled to suspend its obligations without being in default if, as a direct or indirect consequence of one or more of the causes listed in Article 14.2, it cannot reasonably fulfil its obligations, or cannot fulfil them on time, regardless of whether such causes were foreseeable at the time the Agreement was concluded.

14.2 Force majeure on the part of Bouwimpex shall be deemed to exist if, after the Agreement has been concluded, Bouwimpex is prevented from fulfilling its obligations under the Agreement or preparing for their fulfilment as a result of:

war (or the threat of war), riots, terrorist attacks, civil unrest, strikes, occupation of business premises, lockouts, pandemics, fire, environmental damage and water damage, flooding, government measures including import and export restrictions, extreme weather conditions, disruptions in the supply or availability of raw materials and auxiliary materials, disruptions in the supply of energy and business necessities, failure to perform by a supplier from whom Bouwimpex obtains its goods, defects in machinery and installations, defects in means of transport, transport disruptions, withdrawal or non-renewal of required permits, certificates, licences and similar authorisations, and all other causes arising outside the fault or sphere of risk of Bouwimpex.

14.3 Bouwimpex shall no longer be entitled to suspend performance if the temporary impossibility of performance has continued for more than six months.

After the expiry of that period, the Customer and Bouwimpex may terminate the Agreement with immediate effect, but only in respect of the obligations that have not yet been fulfilled.

14.4 If force majeure occurs and performance is or becomes permanently impossible, both parties shall be entitled to terminate the Agreement with immediate effect in respect of the obligations that have not yet been fulfilled.

14.5 Neither party shall be entitled to compensation for damage suffered or to be suffered as a result of suspension or termination within the meaning of this Article.

XV. Failure by the Customer to Fulfil Its Obligations

15.1 If the Customer fails in any respect to fulfil its obligations, particularly its payment obligations or its obligation to accept delivery of Products, or if one or more delivery periods have expired without the Customer requesting the Work, or in the event of the Customer’s bankruptcy, suspension of payments, cessation of business activities, liquidation, placement under guardianship or dissolution, Bouwimpex shall at all times be entitled, without notice of default and without prejudice to its right to demand performance, to:

a. suspend its obligations arising from the Agreement;

b. transport the Products elsewhere and store them at the Customer’s expense and risk, or retain them in storage at its own premises;

c. suspend all further deliveries, regardless of the contract from which they arise;

d. unilaterally declare all ongoing Agreements wholly or partially rescinded by written notice to the Customer and repossess the goods delivered, without being liable to compensate the Customer for any damage;

e. claim full compensation from the Customer for interest, damage and costs.

15.2 If the Customer is in default, all claims held by Bouwimpex against the Customer shall become immediately due and payable.

XVI. Retention of Title

16.1 Bouwimpex shall retain ownership of all Products until the purchase price for all such Products has been paid in full.

If Bouwimpex performs work under the Agreement for the benefit of the Customer for which the Customer is required to pay, the aforementioned retention of title shall remain in effect until the Customer has also paid these claims of Bouwimpex in full.

This retention of title shall also apply to claims that Bouwimpex may acquire against the Customer as a result of the Customer’s failure to fulfil one or more of its obligations towards Bouwimpex.

16.2 As long as ownership of the Products remains with Bouwimpex and has not passed to the Customer, the Customer shall not pledge the Products or grant any other rights over them to third parties, except as provided in paragraph 5 of this Article.

16.3 The Customer shall be obliged to store Products delivered under retention of title with due care and in such a manner that they remain identifiable as the property of Bouwimpex.

The Customer shall be obliged to insure the Products against fire, explosion and water damage, as well as theft, for the duration of the retention of title, and to make the relevant insurance policies available for inspection by Bouwimpex upon first request.

All claims held by the Customer against the insurers of the Products under these insurance policies shall, as soon as Bouwimpex indicates that it wishes this to be done, be pledged by the Customer to Bouwimpex in the manner specified in Article 3:239 of the Dutch Civil Code, as additional security for Bouwimpex’s claims against the Customer.

16.4 If the Customer fails to fulfil its payment obligations towards Bouwimpex or if Bouwimpex has reasonable grounds to fear that the Customer will fail to fulfil those obligations, Bouwimpex shall be entitled to repossess Products delivered under retention of title.

The Customer authorises Bouwimpex to enter the premises where the Products are located.

Following repossession, the Customer shall be credited with the market value of the Products, which shall under no circumstances exceed the original purchase price, less the costs incurred in connection with repossession.

16.5 The Customer shall be permitted to sell and transfer Products delivered under retention of title to third parties in the normal course of its business.

In the event of a sale on credit, the Customer shall be obliged to stipulate retention of title with its own customers in accordance with the provisions of this Article.

16.6 The Customer undertakes to pledge to Bouwimpex the receivables it acquires against its customers through the resale of Products.

Failing this, the Customer irrevocably authorises Bouwimpex to effect such a pledge in the Customer’s name.

XVII. Industrial and Intellectual Property Rights

17.1 All intellectual and industrial property rights relating to designs, illustrations, drawings, prototypes, models, software and similar materials provided by Bouwimpex shall remain vested in Bouwimpex or the relevant third-party rights holders.

Such rights shall not transfer to the Customer as a result of the Agreement, even if the Work has been specifically designed, developed or assembled for the Customer.

The delivery of a Product shall not be regarded as an express or implied licence to use, reproduce or disclose the intellectual or industrial property to third parties, unless Bouwimpex has expressly granted prior written permission.

17.2 Bouwimpex declares that, to the best of its knowledge, the Work does not infringe any third-party intellectual property rights applicable in the Netherlands.

However, Bouwimpex cannot and shall not indemnify the Customer against any infringement of third-party intellectual property rights.

17.3 The Customer warrants that it shall not infringe any intellectual property rights of Bouwimpex or its suppliers in relation to the Work, nor permit or enable third parties to do so, for example by copying or imitating the Work.

XVIII. Limitation Period

18.1 The Customer’s rights of claim shall become time-barred no later than one year after they arise.

XIX. Termination or Cancellation of the Agreement

19.1 The Customer shall not be entitled to terminate or cancel the Agreement unless Bouwimpex consents to such termination or cancellation in writing.

If Bouwimpex gives its consent (or if it is determined that the Customer was entitled to terminate the Agreement), the Customer shall owe Bouwimpex immediately payable compensation equal to the agreed price, less any savings resulting from the termination for Bouwimpex.

The compensation payable by the Customer shall amount to 20% of the agreed price if the Products have not yet been manufactured and 100% of the agreed price if the Products have been manufactured.

XX. Applicable Law and Competent Court

20.1 All Agreements shall be governed exclusively by Dutch law.

20.2 The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 11 April 1980) shall not apply to the Agreement.

20.3 Any dispute arising from the Agreement shall be submitted exclusively to the competent Dutch court. In the first instance, this shall be the competent court of the District Court of Gelderland (Rechtbank Gelderland), Arnhem location.

Bouwimpex shall be entitled to deviate from this provision and apply the statutory rules of jurisdiction by bringing proceedings against the Customer before the competent court of the place where the Customer has its registered office or maintains a business establishment.

20.4 The interpretation according to the Dutch version of these General Terms and Conditions shall be binding.

The above General Terms and Conditions were filed with the registry of the District Court of Gelderland (Rechtbank Gelderland) on 16 April 2026 under filing number 9/2026.

General Terms and Conditions | 2026

Bouwimpex B.V.
Mercuriusweg 15A
3771 NC Barneveld
THE NETHERLANDS