STIL B.V. Molengraaffsingel 10, 2629 JD Delft, the Netherlands

Date: 2024-01-02

Definitions

For the purposes of these general terms and conditions, the following definitions apply:

• “Client” is understood to mean the purchaser, buyer, hirer, Consumer and anyone who enters into, or wishes to enter into, a Contract with Company and also anyone to whom or for whom Company makes a proposal.
• “Consumer” means a natural person who is acting for purposes which are outside his trade, business, craft or profession.”Company”: STIL B.V., established at Molengraaffsingel 10, registered with the Chamber of Commerce under number 69286671, and its representative(s), agent(s) and legal successor(s).
• “Product(s)”: Products, accessories or components of the Products, or services offered for sale by the Company.
• “Contract”: the purchase agreement between Client and Company.
•  Client and Company can be solely referred to as “Party”, and together as “Parties”.

Article 1. Application

1. These terms and conditions apply to all offers and all accepted assignments for the supply of Products or services by Company. The validity of the general terms and conditions applied by the Client are hereby expressly rejected by Company. The Parties may only legally deviate from these terms and conditions provided that this is explicitly agreed and confirmed in writing.

Article 2. Contract

1. All of our offers or proposals are valid for a period of 30 days, calculated from the date of the offer or proposal, unless stated otherwise. Information in price lists and folders are free of obligations and based on the implementation of the Contract by Company under normal circumstances and during normal working hours.
2. Company is at all times authorised to suspend negotiations with the Client without the obligation to provide reasons and without obligation for any payment of damages or the obligation to (continue to) negotiate.
3. Every assignment comes into effect by the means of a written assignment confirmation by Company on the date of issue of that confirmation.
4. Verbal undertakings by and arrangements made with of Company are binding for Company exclusively insofar as these are confirmed in writing by Company.

Article 3. Delivery lead time

1. If a delivery date or week is agreed, the delivery lead time is constituted by the period between the date of the establishment of the Contract and the delivery date and/or week.
2. If Company anticipates that the agreed delivery lead time will be exceeded the Client will be informed of this in writing.
3. The delivery lead time is based on the applicable work circumstances at the time of the establishment of the Contract and on the timely delivery of materials ordered by Company for the completion of the work. If a delay occurs which is beyond the control of Company as a result of changes to the stated working conditions or due to the late delivery of materials ordered on time by Company for the completion of the work, the delivery lead time will be extended as necessary.
4. Without prejudice to the stipulations relating to the extension of the delivery lead time stated elsewhere in this Contract, the delivery lead time will be extended by the duration of the delay caused to Company as a result of the non-fulfilment by the Client of any of the terms and conditions arising from or of any cooperation required from the Client in relation to the implementation of the Contract.
5. With the exception of gross negligence on the part of Company, an extension to the delivery lead time does not allow the Client the right to dissolve the Contract in full or in part or the right to compensation for damages. No appeal may be made to this exception in the event that the Client is a Consumer.
6. Extension of the delivery lead time (for whatever reason) allows the Client no right to perform, or to allow to be performed, tasks for the purpose of the implementation of the Contract, without legal authorisation.

Article 4. Transport and insurance

1. The delivery of Products within the Netherlands on a delivered at destination basis (DAP – Incoterms 2020), whereby Company reserves the right to determine the means of transport and packaging, unless specifically agreed otherwise. For orders up to € 100, Company may make a charge for freight and handling costs.
2. Delivery will take place at the delivery address specified by the Client.
3. For cash on delivery, pre-payment or cash payment, Company reserves the right to deliver when necessary or desirable, in the opinion of Company.
4. If the Client requires a different delivery method than usually provided by Company, any potential additional costs are to be borne by the Client.
5. For delivery to Consumers the invoice amount must be paid prior to delivery.
6. The Product is considered to have been delivered by the signature of the delivery note by the recipient or shipment carrier and for services, by the signature of the assignment note or (if earlier) when the Product or service has been received in the meantime. In the event that the Product has not been paid for in full, delivery takes place subject to reservation of title.
7. Immediately when the Product is considered to be delivered the Client bears the risk for all direct and indirect damage which may be caused to, or by this Product, except in the event that this can be attributed to gross negligence or intent on the part of Company.
8. Company is authorised to comply with its obligations in stages. Orders or parts thereof which are not delivered immediately are listed for re-delivery. Invoices relating to part- deliveries must be paid within the applicable payment terms. Article 9 of these conditions applies to this.

Article 5. Returns

1. Client will have thirty (30) days after the date of delivery of Products to inspect each shipment to determine if any of the Products is defective. For purposes of this Agreement, “defective” shall mean, with respect to any Product, that such Product does not substantially conform to Companies published technical and functional description of the Product.
2. In the event of any shortage, discrepancy or defective Products in a shipment of Products, Client shall report the same to Company within the inspection period and furnish such written evidence or other documentation as Company may deem appropriate. If such evidence demonstrates to Company’ reasonable satisfaction that Company is responsible for such shortage, discrepancy or defective Product, Company shall promptly deliver additional or substitute Products to Client, but in no event shall Company be liable for any additional costs, expenses or damages incurred by Client directly or indirectly as a result of such shortage, damage or discrepancy in or to a shipment.
3. Client shall return any defective Products as directed by Company. If Company confirms that the Product is Defective: (1) Company shall send a replacement Product to Client; (2) issue to Client a credit for the transportation cost of returning the defective Product to Company; and (3) if (and only if) Client has already paid Company for such defective Product, then Company shall issue to Client a credit for the price Client actually paid to Company for such defective Product, to be applied against the price of the replacement Product.
4. In the case of damage to the Product, outside of the guaranteed conditions stipulated in Article 11, the Company reserves the right to charge repair or replacement costs or (in exceptional circumstances) to refuse return shipments.

Article 6. Prices

1. The prices issued by Company are exclusive of sales tax and any other government levies applicable to sales and supply and are based on free delivered destination terms within the Netherlands (DAP – Incoterms 2020).
2. Company is entitled to pass on inflationary factors to the Client, which is understood to include an increase in cost prices and rates for materials, wage costs, social costs, taxes, transport costs, suppliers’ (factory) prices, together with fluctuations in currency exchange rates which occur following the issue of the offer and/or the establishment of the Contract in the event that the manufacturing costs of the Product increase with more than three percent (3%) and Company can provide evidence of such increase. If the price increase occurs within 3 months of the establishment of the Contract the Client is entitled to dissolve the Contract. If the Client does not respond in writing within 5 working days of the communication of the price increase it will be assumed that he is in agreement with the price increase, unless specifically agreed otherwise.

Article 7. Designs and drawings

1. The proposal issued by Company, together with any drawings, calculations, programmes, models, descriptions, tools and suchlike prepared or supplied by it remain its (intellectual) property regardless of whether charges have been made for these. The information which is incorporated in, and/or forms the basis of manufacturing and construction methods, Products etc., remains exclusively reserved by Company, even if charges have been made for this.
2. The Client guarantees that the stated information will not be copied, shown to third parties, publicised or used, without the express written consent of Company, other than for the implementation of the Contract.
3. Illustrations, files, samples and/or models made available to the Client are only valid for the purpose of an indication, without the requirement for the Products to conform with them.

Article 8. Reservation of title

1. The title to the Product only transfers to the Client once the Clients’ liabilities to Company arising from supplies or tasks, including interest and costs have been remitted in full to Company.
2. In the aforementioned case, Company will be entitled to unhindered access to the Product. The Client shall extend all possible cooperation to Company in order to allow Company the opportunity to exercise the reservation of title stated in Article 1 by retrieving the Product.

Article 9. Payment

1. Unless expressly agreed otherwise all payments must be made: a) cash prior to, or upon delivery b) within 30 days of invoice date or c) by another method, provided this is explicitly agreed in writing.
2. If the terms stated in 9.1 are exceeded Company is entitled, without any requirement to issue notice of default, to charge interest at a percentage of 3 points above the interest rate which is legally valid in the Netherlands.
3. In the event that Company is forced to transfer its cash claim, the amount of the claim will be increased by a 10% administration charge whilst all legal and non-legal expenses applicable at the time the claim was submitted are to be borne by the Client, such costs to include the costs of application for bankruptcy and costs of reclaiming the property of Company taxes, etc.
4. Settlement is not permitted. No appeal may be made to this exception in the event that the Client is a Consumer.
5. Appeals do not reduce the Client’s payment obligation. No appeal may be made to this exception in the event that the Client is a Consumer.
6. Company is entitled at all times to demand pre-payment, cash payment and/or security for the payment.

Article 10. Liability

1. Company’s liability and obligation to fulfillment is restricted to fulfillment of the guarantee obligations described in Article 11 of these terms and conditions. No appeal may be made to this exception in the event that the Client is a Consumer.
2. With the exception of gross negligence on the part of Company, the applicability of legal stipulations relating to Product liability such as these are established by the implementation of the relevant EC directives, together with the exclusions stipulated in Article 10.1, Company is excluded from all liability, such as for loss of profit, other indirect losses and losses arising as a result of third-party liability.
3. No liability whatsoever is accepted by Company for mechanical, electronic or other adaptations carried out by the Client and/or third parties and the resulting faults, operating failures or reduction in safety of whatever nature, unless those third parties are commissioned by the Company.
4. In the event that the Client is not a Consumer, he is bound to indemnify Company with regard to any claims by third parties for damage compensation, for which Company’s liability in relation to the Client is excluded in these terms and conditions.

Article 11. Guarantee terms

1. Notwithstanding the restrictions stated hereafter, and with the exception of a force majeure situation, Company guarantees both the reliability of the Products it supplies and the quality of the material used and/or supplied for them, in the event that this applies to faults in the Product supplied which are imperceptible upon inspection, for which the Client proves that they occurred within 12 months of delivery in accordance with Article 4.5, exclusively or overwhelmingly as a direct consequence of an inconsistency in the method of construction by Company and/or as a consequence of faulty finishing or the use of poor materials.
2. The guarantee does not cover in any event faults caused as a result of:

• noncompliance with operating and maintenance instructions;
• other than normal use;
• normal wear and tear;
• assembly/installation or repair by third parties, including the Client,
• non-original parts fitted by the Client and/or third parties;
• if the cause of the fault lies beyond the Product.

Article 12. Force Majeure

1. Within these General Sales and Supply Terms and Conditions, force majeure is understood to mean any circumstance which is independent of the will of Company (even if this could have been foreseen at the time of the establishment of the Contract) which hinders the fulfillment of the Contract temporarily or permanently, together with, insofar as this is not already understood, war, the threat of war, civil war, unrest, strikes, employer exclusion, transport difficulties, fire, natural disasters and other serious disruptions to the business of Company or its suppliers.

Article 13. Complaints

1. Complaints in respect of perceptible faults must be made in a written, detailed report by the Client to Company immediately upon discovery, and within a maximum of 8 days following the actual transfer of the Product or service to the Client. Complaints in respect of perceptible faults must be made in a written, detailed report by the Client to Company immediately upon discovery, and within a maximum of 8 days following the expiry of the guarantee period stated in Article 11.
2. In the event of the stated terms being exceeded, any claim against Company in respect of the Product concerned expires. Legal action in this respect must be instigated within 1 year of a timely claim upon penalty of expiry. For Consumers, they must instigate legal action within 2 years of a timely upon penalty of limitation.
3. Claims will be settled within a reasonable period. If a claim against Products supplied is found to be correct by Company, Company shall be granted the necessary time to replace and/or repair the items sold.
4. Products which have been manufactured or adapted to order will not be accepted by Company. and no right to claim will exist if the adaptation is based on incorrect measurement information provided to Company by the Client.

Article 14. Repairs

1. Repairs are carried out at the normal applicable rates, taking into account the conditions of Article 11 of these terms and conditions.
2. Company is entitled to allow the performance of such tasks to be carried out by third parties.
3. All items sent to Company for repair, together with their components, whether or not they are the property of the Client, are insured during the period that they are under the supervision of Company
4. Company only places the replaced components or Products at the disposal of the Client if he has expressly requested this when issuing the order. If this request is not forthcoming, the replaced components or Products become the property of Company, without any right to a claim for compensation on the part of the Client.

Article 15. Suspension and dissolution

1. In the event of the obstruction of the implementation of the Contract as a consequence of force majeure, Company is entitled either to suspend the implementation of the Contract for a maximum of 6 months or to dissolve the Contract in full or in part without legal intervention and without incurring any liability for damages. During this suspension, Company is authorised, and at the end of the suspension is obliged, to elect to implement the Contract or to dissolve the Contract in full or in part.
2. In the event that the Client does not fulfill any of his obligations arising from the Contract entered into by him with Company, or from any other Contract which arises from it, or does not fulfill them adequately or in a timely manner and/or there are reasonable grounds to assume that the Client is not in a position to fulfill his Contractual obligations, and in the case of bankruptcy, suspension of payments, closure, liquidation or partial transfer, whether or not in security, of the Client’s business, including the transfer of a significant proportion of its accounts receivable, Company is entitled, either to suspend the implementation of the Contract for a maximum of 6 months or to dissolve the Contract in full or in part without legal intervention and without incurring any liability for damages without notice of default and without being bound by any guarantee, all of which notwithstanding any further rights afforded to it. During this suspension, Company is authorized, and at the end of the suspension is obliged, to elect to implement the Contract or to dissolve the Contract(s) in full or in part.

Article 16. Privacy

1. The Company processes data of the Client, and if applicable also their customers, in accordance with the GDPR.
2. Personal data will only be used for the execution of the agreement and will not be provided to third parties without the consent of the Client, unless required by law.

Article 17. Change of General Sales & Delivery Conditions

1. The Company reserves the right to amend or supplement these general sales terms and delivery conditions.
2. Amended terms and conditions apply to new agreements and will take effect 30 days after notification to the Client.

Article 18. Applicable law

1. The law of the Netherlands applies exclusively to all Contracts to which these terms and conditions apply in full or in part.
2. In respect of disputes, (including all those which are considered to be such by only one of the parties) which may arise as a result of an order received and accepted by Company, including everything arising from it, will be ruled upon exclusively by the competent court in the district of Rotterdam, unless agreed otherwise by the parties.
3. The applicability of the remaining conditions is undiminished by the fact that one or more of the previous Articles may become or are declared invalid as a result of statutory measures and/or a legal ruling.