General Terms and Conditions

For the firm Aluper, located at Grote Voort 293A, 8041 BL Zwolle, registered with the Chamber of Commerce in Zwolle under number 58685979

Article 1-Applicability

1.1 These conditions apply to all offers, quotations, agreements and orders granted.

1.2 The Dutch text of the general conditions is always decisive for their interpretation.

1.3 In these terms and conditions, "buyer" means every (legal) person who has concluded or wishes to conclude an agreement with the supplier and, apart from the latter, his/her representative(s), which also includes store personnel, authorised representative(s), assignee(s) and heir(s).

1.4 In these terms and conditions, "consumer" means any natural person not acting in the exercise of a profession or business, or the buyer who occupies a position comparable to a consumer and has entered into an agreement with the supplier. All provisions contained in these terms and conditions also apply to the consumer, unless an express deviation has been made.

1.5 Supplements to and/or deviations from these terms and conditions shall apply only if they have been agreed in writing between the supplier and the customer.

1.6If the supplier has made a deviation from these conditions with the buyer in any agreement, the buyer can never invoke this deviation in subsequent agreements. Deviations from these terms and conditions must each time be expressly agreed upon.

1.7 Any reference by the Customer to its own general terms and conditions is expressly rejected by the Supplier.

1.8 If one or more provisions of these general terms and conditions are at any time wholly or partially void or nullified, all other provisions of these general terms and conditions shall remain in full force and effect. The Supplier and the Customer shall then consult with each other in order to agree on new provisions. In doing so, the purpose and intent of the original provisions will be observed as much as possible.

1.9 If a situation arises between the parties that is not regulated in these general terms and conditions, the purpose and scope of these general terms and conditions should be taken into account as much as possible when assessing this situation.

Article 2-Offers, quotations and agreements

2.1 All offers and quotations by the supplier, whether in the form of price lists or otherwise, including verbal offers and quotations and other statements by representatives and/or employees of the supplier, shall be without obligation and shall be made subject to confirmation in accordance with the provisions of article 2.4 of these general conditions.

2.2 An offer or quotation expires if the product to which the offer or quotation relates is no longer available.

2.3 The Supplier cannot be held to its offers or quotations if the purchaser can reasonably understand that the offer, quotation or part thereof contains an obvious mistake or slip of the pen.

2.4 An agreement is only concluded after it has been confirmed by the supplier in writing, within 8 (eight) days after the buyer has given the order, or if it has commenced execution of the order within 8 (eight) days.

2.5 If the order differs from the offer included in the offer or quotation, the supplier is not bound by it. The agreement will then not be established in accordance with this deviating order, unless the Supplier indicates otherwise.

2.6 In the case of delivery in several parts, the agreement as a whole shall be deemed to have been concluded when the first partial delivery is made.

2.7 Any subsequent agreements, undertakings and/or amendments to the agreement made by or on behalf of the supplier (through its personnel) to the buyer shall only be binding if they are confirmed in writing by the supplier within 8 (eight) days, or if the supplier implements them in full or in part within 8 (eight) days.

2.8 Each agreement is entered into under the suspensive condition that the buyer, solely at the discretion of the supplier, proves to be sufficiently creditworthy for the monetary performance of the agreement.

2.9 Upon or after entering into the agreement, the Supplier is entitled to require security from the purchaser, before further delivery, that all payment and other obligations will be met.

2.10 The Supplier is authorized, if it deems this desirable or necessary for the correct execution of the order provided, to engage others in the execution of the agreement, the costs of which will be passed on to the Customer in accordance with the quotations provided. If possible and/or if necessary, the Supplier will consult with the Customer in this regard. If the buyer is a consumer, these costs will be quoted in advance.

2.11 The Supplier is entitled to deliver goods cash on delivery.

Article 3-Prices/sales prices

3.1 All prices are exclusive of VAT and ex warehouse, unless expressly agreed otherwise in writing.

3.2 In addition, unless expressly stated otherwise, the price does not include: Special import duties and/or other taxes and levies - Special packing materials and/or packaging - Cost of loading and unloading, transportation and insurance

3.3 Prices are based on cost prices prevailing at the time of offer. If these cost prices have increased due to price increases of raw materials, (auxiliary) materials, parts, transport costs, wages, insurance premiums, fiscal charges, import duties, exchange rates, etc., since the date of the offer, the Supplier shall be entitled to pass this increase on in the prices.

3.4 The provisions of the preceding paragraph also apply if these cost-increasing factors were foreseeable at the time the agreement was concluded.

3.5 In the event that the price increase of an already concluded agreement exceeds 15% of the agreed price, the Customer shall have the right to dissolve the agreement without judicial intervention by means of a registered letter, in which case he shall be obliged to compensate pro rata for what has already been delivered or performed. For that part, the provisions of these terms and conditions shall continue to apply in full.

3.6 If the customer is a consumer, he is entitled to cancel if a price increase occurs in accordance with paragraph 3, unless the price increase only occurs three months after the conclusion of the agreement, in which case paragraph 5 applies accordingly.

3.7 The buyer is obliged to comply with the (minimum) sales prices set by the supplier for the goods it supplies, unless the buyer expressly agrees otherwise with the supplier in writing.

3.8 If the buyer violates the provisions of the previous paragraph, the supplier shall be entitled to discontinue all delivery agreements (still to be executed) without judicial intervention and to consider the agreement terminated pursuant to article 7, paragraph 1 under b, without prejudice to the other provisions of article 7. In addition, all claims of the supplier against the buyer shall be immediately due and payable.

Article 4-Delivery/delivery time

4.1 In the event of untimely delivery, the Supplier must be given express notice of default and granted a final deadline for delivery.

4.2 The Customer is obliged to take delivery of the products at the time they are made available to him. If the buyer refuses to accept the products at the time they are made available to him or fails to provide information necessary for delivery, the supplier is entitled to store the products at the buyer's expense and risk.

4.3 The buyer is obliged to check (the packaging of) the delivered goods immediately upon delivery for any defects with regard to the number of packages and visible damage, or to carry out this check immediately after the supplier notifies the buyer that the goods are at the buyer's disposal. Any defects of/to (the packaging of) the delivered goods which appear to be present at the time of delivery or transfer, must be noted by the buyer on the delivery note, the invoice and/or the transport documents, failing which complaints in this respect will no longer be dealt with. It is the customer's responsibility, when signing for receipt of the goods, to note all noted damages and defects on the carrier's bill of lading so that the carrier cannot later rely on the customer's signature for complete receipt in good condition in the event of a claim. Supplier's records are binding in this case.

4.4 The Customer is also obliged to check immediately after delivery whether the quality and quantity of the delivered goods correspond to what has been agreed and meet the requirements agreed by the parties in this respect. Any visible defects must be reported to Supplier in accordance with the procedure described in Article 9. Any non-visible defects must be reported to the Supplier in writing immediately, but in any case within 14 (fourteen) days of discovery of these defects. The notification must contain as detailed a description of the defect as possible, so that the Supplier is able to respond adequately. The Customer must give the Supplier the opportunity to investigate a complaint (or have it investigated).

4.5 The Customer must not use a product in which it has previously detected a defect. The buyer is obliged to keep a product in which he has found a defect in order to allow the supplier to investigate. The buyer's retention obligation ends after the complaint is completely settled by the supplier.

4.6 Slight deviations in quality, quantity, color, finish, size, weighting, etc., which are considered permissible in the trade or technically unavoidable, shall never give the customer the right to refuse any delivery.

4.7 The Supplier shall be entitled to deliver in parts (partial deliveries), which the Supplier may invoice separately. Customer is then obliged to pay in accordance with the provisions of Article 12.

4.8 The supplier's obligation to deliver has been fulfilled once the goods have been offered to the buyer. The receipt signed by the purchaser or the person representing him thereby shall constitute full proof of delivery.

4.9 In the event of non-acceptance by the Customer, travel, storage and other costs shall be borne by the Customer. After a period of four weeks, Supplier shall be entitled to (privately) sell these items. The costs of the private sale shall be borne by the buyer, without prejudice to the supplier's right to claim the provisions of clause 7.3.

Article 5-Power of attorney

5.1 In the event of force majeure, which shall include: strike, fire, destruction of goods during transport, water damage, government measures, damage during shipment or transport, export prohibition, war, mobilization, import or export impediments and all other situations that cannot be attributed to the supplier and which prevent the fulfillment of the agreement, temporarily or otherwise, the supplier shall be entitled, at its discretion, either to extend the delivery time by the duration of this impediment, or to cancel the purchase, insofar as it is affected by the impediment.

5.2 If the hindrance does not exceed one month, the customer is not authorized to cancel. If the hindrance lasts longer than one month, the buyer has the right to cancel the agreement, provided this is done by registered letter and this letter is received by the supplier before the delivery of the purchased item.

5.3 The Supplier shall be entitled to demand payment for the performance made in the execution of the relevant agreement before the force majeure-causing circumstance became apparent.

Article 6-The transfer of ownership

6.1 Until the time when the buyer has fulfilled all (payment) obligations, the delivered goods remain the property of the supplier.

6.2 The Customer is not authorized to transfer the delivered goods to third parties as collateral or in ownership. The buyer is also not permitted to hand over the delivered goods to third parties for use, except in the course of his business.

6.3 In case of resale by the buyer of not (yet) paid in full or in part, the buyer already now for then assigns to the supplier the claim arising from this resale on its buyer, where each assignment will be considered as (partial) payment.

6.4 The buyer is obliged to provide the supplier with the relevant details of resale upon the supplier's first request, so that the supplier can collect the amount due directly from the buyer of the buyer. The amount paid by this buyer to the supplier shall be deducted from the total amount owed by the buyer to the supplier.

6.5 The Buyer shall be required to make the same retention of title to its buyer as mentioned in this article in the event of resale.

6.6 If the buyer fails to meet any obligations to the supplier under the agreement, or fails to do so on time or properly, or if any other circumstance referred to in clause 7.1 arises, the supplier shall be entitled to take back the supplied goods without any notice of default or judicial intervention. The buyer gives the supplier unconditional and irrevocable permission in advance to enter all places where the supplier's property is located as well as all other places necessary in order to take back these products.

6.7 The Customer must always do everything that can reasonably be expected of him to secure the Supplier's property rights.

6.8 In case the Supplier has actually taken back the delivered goods, the agreement shall be dissolved in accordance with the provisions of Article 7.1.

6.9 The buyer is obliged to immediately notify the supplier in writing of the fact that goods delivered under retention of title are seized or if third parties assert rights to what has been delivered by the supplier, insofar as this is (still) the property of the supplier, as well as when any circumstance referred to in article 7.1 occurs.

Article 7-Cancellation/termination of agreement.

7.1 The Supplier reserves the right to terminate the agreement(s) with the Customer immediately and without judicial intervention or to suspend its obligations arising from the agreement, if: The Customer is declared bankrupt, applies for a suspension of payments or is placed under administration/custody, goes into liquidation or if there are any other circumstances as a result of which the Customer can no longer freely dispose of his assets. Customer fails to pay invoices (on time), or otherwise fails to fulfill any obligation under this or any other agreement entered into between the parties, properly or on time. After the conclusion of the agreement, circumstances which come to the supplier's knowledge give good reason to fear that the buyer will not fulfill his (payment) obligations.

7.2 Upon suspension or termination of the agreement as referred to above, all claims against the buyer shall be immediately due and payable and the supplier shall also be entitled to claim full compensation for damages, lost profits and/or lost interest.

7.3 The item "lost profit" shall be 25% of the agreed price unless the Supplier proves otherwise.

7.4 The item "lost interest" will be calculated on the basis of the then current legal interest rate.

7.5 If the supplier proceeds to suspend or terminate the agreement on the basis of the provisions of this article, it shall in no way be obliged to compensate the buyer for any damage or costs incurred as a result.

Article 8-Transport risk/risk transfer

8.1 All risks of transport or of goods to be delivered or supplied (such as, for example, the risk of loss, damage or depreciation) shall be borne by the buyer from the time the goods leave the supplier's warehouse. This covers both direct and indirect damage, even in the event that the buyer demands that bills of lading, transport addresses, etc. include the clause that all transport damage is at the expense and risk of the sender.

8.2 If the buyer is a consumer and it has been agreed that the goods will be delivered to his home, the risk of the goods to be delivered or delivered does not pass until actual delivery.

8.3 The method of transport, shipping, packaging, etc., if no further instructions are provided by the buyer, will be determined by the supplier as a good entrepreneur. Any specific wishes of the buyer regarding transport and/or shipment will only be carried out if these wishes have been accepted by the supplier and the buyer has declared to bear the additional costs thereof.

Article 9-Advertising

9.1 Complaints/complaints about the delivered goods must be submitted in writing or by e-mail to the supplier's customer service department within 8 (eight) days of receipt of the delivered goods by the customer.

9.2 Complaints about invoices must be received by Supplier within five days of the date of dispatch.

9.3 After the expiry of a period set in 9.1 or 9.2, the Customer shall be deemed to have approved the delivery or the invoice, respectively. If so, complaints will no longer be considered by the Supplier.

9.4 The submission of complaints/claims shall never release the Customer from its payment obligations; the provisions of Article 12 shall remain in full force and effect.

9.5 For the purposes of these provisions, each partial delivery shall be considered a separate delivery.

9.6 The Customer is not entitled to return items about which it is complaining without the Supplier's written consent.

9.7 If it is determined that a complaint is unfounded, the costs incurred by the Supplier as a result, such as investigation costs, shall be borne by the Customer.

Article 10-Liability and warranty

10.1 If the Supplier should be liable, this liability shall be limited to what is regulated in this provision.

10.2 The warranty on the goods delivered shall be in full accordance with and limited to the warranty provided thereon by the manufacturer of said goods.

10.3 No warranty will ever be provided in the event of breakage damage.

10.4 If a product exhibiting a design, material or manufacturing defect causes damage to persons or other items, for which the Supplier is liable, such liability shall be limited to the invoice amount of the order, or at least to that part of the order to which the liability relates.

10.5 The Supplier's liability shall in any case always be limited to the amount of the payment made by its insurer in the relevant case.

10.6 The Supplier shall only be liable for direct damages. The Supplier shall never be liable for indirect damages, including, for example, consequential damages, lost profits and missed savings.

10.7 The Supplier shall never be liable for harmful consequences of the products and services provided by it, if it turns out that the customer, c.q. user/consumer: has not adhered to the instructions for use - has added other products to the product, which nullifies the intended effect of the supplier's product - is allergic to the supplier's product or reacts allergically to the product - has not stored the product in the prescribed manner, or has used the product for purposes other than those for which it is intended has not maintained the product properly - has taken the non-consumable product - has used the product after the best-before date - has provided the supplier with incorrect and/or incomplete information and the supplier has relied on this information - has used the product when it was known to the buyer that the product had a defect.

10.8 The Supplier shall also never be liable for harmful consequences caused by or resulting from circumstances beyond the Supplier's control, including, for example, extreme weather conditions.

10.9 The Supplier shall not be liable for advice on products to be applied or other advice, unless there is a consultancy agreement concluded separately with the Customer in which the Customer actually provides consideration for the consultancy work to be performed by the Supplier. Should Supplier be liable for consulting services on the basis of this provision, such liability shall be limited to the invoice amount of the consulting services performed.

10.10 If the buyer is a consumer, the supplier's liability is governed by the statutory rules.

10.11 If damages are due to intent or gross negligence on the part of the Supplier, the above limitations regarding the Supplier's liability shall not apply.

10.12 After expiration of the warranty period, all costs for repair or replacement will be charged to the Customer.

Article 11-Return shipments

11.1 Return shipments are not permitted without the prior consent of the Supplier. If they do occur, all costs associated with the shipment will be borne by the buyer. In that case, the Supplier shall be free to store the goods at the Customer's expense and risk (under third parties) or to keep them at the Customer's disposal.

11.2 Return shipments that have not been accepted shall in no way release the Customer from its payment obligation.

11.3 As regards the actual costs associated with return shipments or costs resulting from measures taken by the Supplier as a result of return shipments, an itemized statement by the Supplier shall be binding on the Customer, subject to evidence to the contrary.

11.4 The costs and risks of transportation of return shipments shall be borne by the buyer, except in case such return takes place as a result of a fault of the supplier.

Article 12-Payment

12.1 Payment must be made net cash on delivery or by deposit or transfer to a bank account designated by the Supplier within 8 (eight) working days of delivery or invoice date. The value date shown on the Supplier's bank statements shall hereby serve as the date for payment. Online payments are made in cooperation with Intotrust v.o.f..

12.2 If the invoice amount is not received from the Customer within 8 (eight) days, the Customer shall be in default by operation of law. The Customer shall then owe interest on the invoice amount of 1.5% per month, applicable during the time the Customer is in default, the time being counted in full months.

12.3 If payment of the invoice is not received within the period of 8 (eight) working days after the invoice date and if legal measures aimed at obtaining payment are then taken vis-à-vis the buyer, the latter shall be obliged to pay due (extra) judicial collection costs to be incurred by the supplier, which shall be set at a minimum of 15% of the amount to be paid. Such with a minimum of € 125.00 without prejudice to any procedural costs payable by the Customer pursuant to a court order.

12.4 Payments made by or on behalf of the Customer shall first serve to settle costs and interest and then the oldest outstanding invoices, even if the Customer indicates that the payment applies to a later invoice.

12.5 If the buyer defaults on payment of a partial delivery, the supplier shall be entitled to suspend the other delivery orders still to be carried out by the period during which the buyer leaves a due (partial) invoice unpaid, without prejudice to the supplier's right, after notice of default, to definitively terminate the deliveries and to demand payment of that which the supplier has to claim at that time, without prejudice to the supplier's right to compensation in accordance with the provisions of clause 7.2.

12.6 If the buyer is a consumer, the payment and collection of the invoice sent by the supplier to the buyer are subject to the legally established rules.

12.7 The Supplier is entitled to demand a down payment from the Customer before the products to which this down payment relates are delivered.

Article 13-Transferability

13.1 The buyer is not permitted to transfer his rights and/or obligations arising from the agreement entered into with the supplier.

13.2 In deviation from the provisions of paragraph 1, transfer of rights and/or obligations shall only be possible after the Customer has notified the Supplier and obtained the Supplier's express written consent.

Article 14-Applicable law and disputes

14.1 Dutch law applies to agreements concluded with the supplier, even if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.

14.2 With respect to the interpretation of International trade terms, the latest version of the "Incoterms" as compiled by the International Chamber of Commerce in Paris (I.C.C.) shall apply.

14.3 All disputes between the supplier and the purchaser arising from agreements will be tried exclusively by the competent court in Zwolle, the Netherlands, unless the cantonal court in the Netherlands has jurisdiction over such a dispute.

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