General Terms and Conditions of Delivery

Albers Alligator Projekten b.v. – Wageningen

Registered with the Chamber of Commerce in Arnhem

GENERAL

The conditions mentioned below apply to all offers and agreements of Albers Alligator Projekten b.v. located in Wageningen, hereinafter referred to as seller, on one side and the counterparty of seller, hereinafter referred to as buyer, on the other side.

They relate to: all deliveries, services, works to be undertaken and deliveries that belong to the seller’s program.

These conditions can only be deviated from by explicit written agreement.

QUOTATIONS AND SALES AGREEMENTS

1. All offers, in whatever form made, are non-binding. Seller is only bound after he has confirmed his order in writing in a timely manner. A written offer followed by an explicit acceptance cancels all previous offers, calculations and other proposals from seller.
2. Orders taken into consideration can be terminated or modified unilaterally.
3. Where buyer refers to their own or other conditions, this reference is explicitly not accepted by seller.

PRICES AND COSTS

4. Seller has the right between the moment of definitive order and the time of delivery to adjust the agreed prices in connection with changes, whether foreseeable or not, of the factors from which the price is composed, to adapt to this development.
5. Costs for transport and storage of the materials to be processed are for buyer’s account. If seller is to be informed of this, with timely notice for transport to the location, seller has the right to charge buyer for this.
6. Extra costs that arise for or during the work for seller, as a result of intentional or negligent acts attributable to buyer, can be charged by seller to buyer.

DELIVERY, COMPLETION, DELIVERY TIME, RISK

7. The place of completion serves as place of delivery, unless explicitly agreed otherwise. However, if the buyer reports the occurred delay.
8. The risk of the goods is for buyer after delivery.
9. Delivery times given by seller are never to be considered fatal, unless parties have agreed otherwise in writing.
10. Completion of construction work takes place at the completed work.
11. Insofar as this applies to material to be processed in the work or incorporated therein, the provisions in point 7 of these conditions apply.
12. Delivered goods are completed after finishing a completion procedure, which is elaborated in the agreement in working hours with standards, delivery or manufacturing.
13. If buyer refuses at the time of completion, regardless of the period during which seller, due to circumstances that cannot be influenced by him and that prevent the delivery of the work, is prevented from fulfilling his obligations.
14. Known gross fault on seller’s side giving exceedance of delivery time does not give buyer the right to complete or partial exemption from the agreement. Foresight of termination of the agreement can only be exercised by buyer after written notice of default to seller without legal authorization to destroy or have destroyed work by another. In this case, buyer is informed in advance as much as possible and timely of the delivery that is the result of force majeure, by which is understood all circumstances that render seller independent, make it impossible or temporarily prevent it, including work stoppages, fire, war, import or export restrictions, transport and communication disruptions and similar disruptions in seller’s or his suppliers’ business.
15. Completion takes place after written or oral notification to buyer of the completion of the total execution of the work after approval of the work by the latter.
16. If after completion of the work there are small defects that do not impede normal habitation or use of the building. Before seller is given the opportunity for repair or correction, buyer cannot demand suspension of payment based on small defects.
17. Upon taking the work into use by buyer, the work is considered delivered.

WARRANTIES AND LIABILITY

18. Shortcomings in deliveries are remedied by seller through repair or replacement of the defective parts or by performing additional work of a part for replacement, all at seller’s choice. All other costs, such as transport costs, travel and accommodation costs, loss costs and costs of determining the cause of the malfunction are paid by buyer to the repair of buyer. This warranty only applies if buyer has acted in accordance with the provisions in points 27 to 30 of these conditions regarding the shortcomings in delivery.
19. Seller’s liability is limited to compliance with the obligations described in the agreement between parties contained conditions.
20. Except for gross fault on seller’s side, all further liability of seller, such as for business damage and/or consequential damage is explicitly excluded. This also applies to defects as a result of plans, drawings, etc. provided by seller, excluded.

Insofar as seller’s liability towards third parties is concerned, his liability towards buyer is limited to the liability of the third party.

PAYMENT AND SECURITY, RETENTION OF TITLE

21. Payments must be made without any deduction or set-off within 30 days of invoice date on a bill of exchange accepted for seller.
22. If buyer does not pay within the stipulated periods, he is deemed to be in default and seller has the right without notice of default to suspend his performances or charge interest at a percentage of 4 points above the rate established by the Dutch Bank Foundation and stock exchange rates, all over the amount of his claim plus legal and extrajudicial costs.
23. Seller is at all times authorized to demand advance payment or require security, even if the claim of seller for security provision exists. In case of refusal or insufficient security provision by buyer, seller has the right to terminate the agreement and stop ongoing deliveries and/or work without buyer having any right to compensation against seller.
24. The ownership of all delivered goods, whether or not incorporated for work execution, only passes to buyer when he has paid the entire amount owed to him. Until that moment, all delivered goods remain the property of seller, with the exception of the costs, entirely to seller in default.
25. Buyer grants seller permission in advance for unimpeded access to the goods delivered by him at buyer’s premises so that all co-delivery and extension-related goods can be placed to exercise the retention of title mentioned above through reclaiming the relevant goods, including their removal from other goods.

COMPLAINTS

26. Complaints regarding directly observable imperfections in a delivery must be submitted in writing to seller within 14 days of this delivery. Hidden defects that could not reasonably be detected directly by buyer despite thorough inspection must also be reported in writing to seller within 14 days after these defects could be noticed during use. The relevant product or realized project in writing, with transfer of the relevant different buyer and seller to be used. Late complaints must also be accompanied within a period of 2 months after delivery for inspection, examination and documentation. If the above mentioned periods are exceeded, seller reserves liability.
27. If complaints are deemed not to be processed if no announcements/imperfections arise as a result of material and manufacturing defects.
28. Seller accepts no liability whatsoever responsible for the warranty period in point 18 of these conditions. A complaint after expiry of certain periods is deemed unfounded based on the delivered goods in the context of delivery completion. Such a complaint has no validity regarding pre-existing or subsequent damages or those similar to those delivered by seller.
29. Return shipment of sold goods to seller can only take place after prior written consent from seller, at buyer’s risk and expense as well as under reclamation by buyer.
30. If parties do not provide proper execution of an order agreement to seller in proper written and/or incomplete manner, the defects/imperfections that arise as a result of these deficient or incomplete work instructions in delivery or completion are at buyer’s risk. An arising from these use imperfections cannot be complained about.

RISK AND REPAIR

31. If goods given to seller for repair or storage are lost through fire or third parties, seller is not liable for a higher amount than seller usually receives from his insurers as compensation.

DISPUTES AND APPLICABLE LAW

32. All disputes arising from the legal relationship between buyer and seller will be exclusively decided by the District Court in Arnhem. Insofar as disputes are by their nature suitable for the Magistrate’s Court, they belong to the absolute competence of the Magistrate’s Court in Wageningen as the competent magistrate’s court to decide the dispute.
33. All agreements to which these conditions apply are subject to Dutch Law.