AL-KO KOBER - General Terms and Conditions of Delivery and Payment

Article 1
Applicability

1. These terms and conditions apply to all offers and deliveries by us to third parties, to all of out activities done contracted by third parties, as well as to all agreements in broadest sense of the word by us with third parties.
2. These terms and conditions apply both within and outside of the Netherlands regardless of residence or business location of the parties involved in the agreement, also regardless of the place where the contract was concluded, but where the implementation is or was meant to have been made.

Article 2
Offers
All offers and price quotes are non-binding, unless expressly stated otherwise, and based on any information provided in a request.
Any information provided by us in images, catalogues, diagrams or any other manner regarding size, weight or results must be considered estimations and are non-binding. We are not bound to this information and accept no liability for any inaccuracies in this information.

Article 3
Orders/agreements

1. Orders are considered any agreement with us, regardless if we are delivering goods or providing a service, personnel, material or space or provide any other type of performance in the broadest sense of the word.
2. All agreements made with us are only binding after our written confirmation. Any additions or changes to the aforementioned agreements are only binding for us if they are accepted by us and confirmed in writing. Only the management, and possibly those authorised by the management may enter into any agreement on our behalf.
3. Unless expressly otherwise agreed in writing, we always reserve the right to have the service performed by third parties in whole or in part, whereby these terms and conditions also apply to those third parties we authorise, on the condition that we, if necessary retrospectively make claims under these terms and conditions, without this authorisation resulting in any obligations on our part.

Article 4
Installation, disassembly and repairs

1. Unless expressly agreed otherwise in writing, all installation, repairs and set-up works, hereinafter referred to as “installation” is at the risk and cost of the client.
2. For repairs, replaced material can be considered our property. The client may request its return up to 14 days after the date of the invoice.
3. If we pay the cost of installation, the following applies. 
   a. The client will provide all aid that can reasonably be requested from him; 
   b. The client will provide aid, fuel, lubricants, electrical energy, water etc. at no cost to those persons charged by us for the installation, hereinafter referred to as “installers”; 
   c. The client will provide all scaffolding, containers, lifting, raising and transport tools, ladders and installation aides and any other material, at cost price. 
   d. If the installers cannot perform the installation in a normal manner or must work outside of business hours due to conditions beyond our control, all costs arising from this are borne by the client.

Article 5
Liability

1. Except for that regarding the obligation of AL-KO Kober B.V. arising from its warranty obligations, AL-KO Kober B.V. is not liable for any direct or indirect material or immaterial damage of any kind, which is suffered by the client or a third party in association with the negotiations undertaken with AL-KO Kober B.V., and with any obligation, error, deficiencies or omissions on the part of AL-KO Kober B.V., a claim made by AL-KO Kober B.V. regarding forces majeures or an item delivered or repaired or service provided by AL-KO Kober B.V . or for any (other) cause, unless a. Al-KO Kober B.V. is insured against the damage and this insurance pays out. In that case the liability in totality is always limited to the amount paid out by the insurance in the particular case; b. The client or relevant third party can sow that the damage can be attributed to the intent or gross negligence of one or more managing directors of AL-KO Kober B.V.
2. To the extent that under the law the limitation of liability described in section 1 cannot be upheld, it applies that the amount to be paid by AL-KO Kober B.V. for damage compensation, including fines, will (may) not be higher than the amount of the order or contract the client payed or owes to AL-KO Kober B.V. against which the claim has been brought, excluding VAT.
   In all cases, it applies that AL-KO Kober B.V. is never liable for indirect damage and consequential damage including lost revenue, missed savings and damage through business interruption.
3. In all cases in which AL-KO Kober B.V. can claim upon that stated in this article, it applies to any employees and/or contractors approached as if these employees/contractors were stipulated in this article themselves.
4. The client will release AL-KO Kober B.V. upon first request completely from all claims by third parties on AL-KO Kober B.V. for any case for which liability is ruled out under these conditions.

Article 6
Delivery terms and location of delivery

1. The delivery terms listed in the offers, confirmations and contracts will be met to the best of our abilities and will be taken into account as much as possible, but are not binding.
2. Exceeding these deadlines through any cause will not give the buyer or client a right to damage compensation whatsoever, release from the contract or non-fulfilment of any obligation in this agreement or from any other associated agreement.
3. If the delivery deadline is grossly exceeded, even in our assessment, we will consult with the buyer or client.
4. Delivery occurs from our company or other location indicated by us.
5. If goods or services offered by us to a buyer or client are not accepted by them, they are still available to them for three weeks. Goods are stored for this period at their risk and cost. After the aforementioned period, the total amount that would have been owed by the buyer or client can be demanded, even without the delivery of the associated goods or services.
6. If the buyer or client does not meet the obligations associated with this agreement or does not meet them on time, we have the right to cease fulfilment after notifying the buyer or client that they are in arrears without legal intervention, without being liable for any indemnification.

Article 7
Risk
The risk for the goods is transferred to the client from the moment that the goods are delivered to the client or to an address indicated by the client. If delivery is agreed from somewhere other than from our company, transport is arranged by means we determine. Upon arrival of the goods, the buyer or client must inspect the state of the goods.

Article 8
Prices and costs

1. We set a separate price or rate for every order. This price or rate is exclusively intended as the salary for the service provided by us including the normal associated costs. Fees from the government or other agencies are not included in the price, such as import costs, fines, etc., nor are guarantees or securities to be paid to anyone, neither costs for police escort or ballast material or for any other proscribed obligations. These will be billed separately. If the delivered goods cost more or less than previously expected, the total price will be increased or decreased correspondingly.
2. We reserve the right to require pre-payments, c.q. deposits or securities.
3. We will delivery under a set amount always set by us and charge for a share of the freight costs.

Artikel 9
Betalingscondities
Unless expressly otherwise agreed upon in writing, the payment of our invoices must be made within fourteen days of the invoice date without deduction of discounts that were not expressly permitted by us.
All payments are made without deduction or setoff to our company or to a bank account to be indicated by us.

Article 10
Warranty and claims
We provide a one-year warranty for goods delivered by us, but only for used materials and manufacturing faults.
Any claims, on goods delivered and invoice amounts, must be submitted in writing and by registered letter within seven days after the defect is discovered by the buyer under exact indication of the facts regarding the claim. Claims on quantity numbers and type can only be submitted within 48 hours after delivery.
When submitted claims do not meet the aforementioned requirements, they can no longer be received and the assumption will be made that the buyer or client accepts the delivery. If we are of the opinion that a claim has been submitted correctly, we have the right, after consultation, to pay out the monetary amount as indemnification to the buyer or client, or to replace the delivery upholding the existing agreement, under the condition that the buyer or client returns the incorrect or unsuitable delivery to us at no cost. We are only required to accept submitted claims if the affected buyer or client at the time of the submission of their claim has fulfilled all of their obligations under the purchase agreement.
A submitted claim does not suspend the obligation of payment of the price for the goods delivered and/or services rendered.
No claim may be received if the goods delivered are delivered not in the same state as at the time of delivery.
Return shipments are not permitted unless we have provided express written authorization.

Article 11
Compensation for late or non-payment
If the payment of the invoice sent does not take place within thirty days after the invoice date, the buyer or client will be considered to be in default and we have the right without any reminder to demand from the buyer or client an amount of 1% interest per month from the expiration date for the entire amount owed, our other rights undiminished, including the right to charge the buyer or client any other costs, legal and out-of court charges, which are considered to be a minimum of 15% of the amount to be collected, with a minimum of €125.00.


Article 12
Retention of title
As long as a buyer or client has not paid us the full amount for deliveries or services rendered, the goods delivered to them remain our property at the cost and risk of the buyer.
When a buyer or client does not fulfil any obligation under the agreement with regard to the goods sold or services rendered, we reserve the right to take back the goods or material without notification, in which case the agreement is cancelled without legal intervention, reserving out right to require compensation for any damage including lost revenue and interest.
The buyer or client hereby empowers us to enter their premises and buildings to do so if necessary.

Article 13
Conditions of purchase
If the buyer or client has (purchasing) conditions, these are not binding to us to the extent that they deviate from these terms and conditions of delivery.


Article 14
Deviations from the conditions
Any deviations from these conditions we make at any time to the advantage of the buyer or client never give the latter the right to make a claim later, or to require application of such established for him.

Article 15
Forces Majeures
Forces majeures release us from our obligations to the buyer or client. Forces majeures factors are the events and conditions even outside of the Netherlands, which have a demonstrable and direct or indirect active effect on our company and include: forbidden by the Dutch or foreign government; epizootic diseases, severe disruptions in our production process, war, insurrection, epidemic, fire, traffic disruptions, strikes, lock-outs, loss or damage during transport, embargos, economic crisis or non-performance of suppliers, lack of raw materials and fuels.
In the case execution of the contract is hindered as a result of forces majeures, we reserve the right to delay the execution of the contract for a maximum of six months, unless the contract must be cancelled in whole or in part, without us being held to pay damage compensation.

Article 16
Cancellation
If the buyer or client cancels a job or order, they owe us a fine of 25% of the value of the job or order, within thirty days after receipt of the invoice for this we send, out rights to full damage compensation and/or require fulfilment of the contract undiminished.

Article 17
Disputes
All disputes will, article 101 of the Civil Code on Civil Rights undiminished, will be subject to the judgement by the judge in the municipality of Zwolle, of if we indicate such, to the judgement of another competent legal institution.
The law of the Netherlands applies.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods from 1980 (Vienna Convention on Sale) is expressly excluded.


We declare that we are in agreement with the aforementioned Terms and Conditions of Sale:
Company Name : ……………………………………………………………………….
Enterprise number (CoC) :……………………………………………………………………….
Name of undersigned : ……………………………………………………………………….
Date : ……………………………………………………………………….
Signature :……………………………………………………………………….