General Terms and Conditions Z.V.I. B.V.
These general terms and conditions apply to all offers made by Z.V.I. B.V., all its orders, all advice it gives, and to all agreements entered into with it. These terms and conditions may only be varied by an express written agreement.

General terms and conditions of the customer or the other party do not apply, unless these have explicitly been accepted by us in writing. Should any provision of these terms and conditions be considered void by the competent court or for any other reason have no binding force, all remaining provisions will continue to apply fully. Z.V.I. B.V. is hereinafter referred to as ZVI.

1. Offers.
Offers are without engagement and ZVI may pass on interim price increases of raw materials to its customer. All prices submitted by ZVI are exclusive of BTW costs of special packaging and transport, unless explicitly stated otherwise in writing.

2. Delivery.
2.1 the delivery times mentioned are approximate, without engagement and must never be considered a strict deadline. In case of failure to mee the estimated delivery term, ZVI is not liable for any damage on the part of the customer.
2.2 ZVI is entitled, with regard to order placed with it by the customer, to mee with its obligation by means of partial deliveries and to invoice a partial delivery separately to the customer.

3. Transport and risk.
3.1 Goods are delivered ex Heesch and the products are transported at the risk of the customer, unless explicitly otherwise agreed upon in writing.
3.2 Should the customer not accept the goods from the transporter, all costs ensuing from this for ZVI - amongst which costs for transport, storage and administration - are at the full expense of the customer.

4. Payment.
4.1 Payment of invoices must be received by ZVI within 30 days of the invoice date. In case of payment after 30 days, statutory commercial interest on the capital sum of the invoice is payable by the customer to ZVI.
4.2 The right to deduction, compensation and any form of suspension of payment by the customer is excluded.
4.3 In case of non-payment, in spite of a first demand, ZVI shall take action to recover the debt, as a result of which the customer owes ZVI collection costs amounting to 15% of the capital sum plus VAT, apart from the invoice amount, regardless of the fact whether collection occurs by ZVI or by a third party engagement by us.

5. Property.
5.1 All goods supplied an to be supplied by ZVI remain its exclusive property, until all claims ZVI has or shall have on the customer, including in any case the claims mentioned in article 3:92 paragraph 2 of the Dutch Civil Code, have been paid in full.
5.2 As long as the right of ownership of the goods supplied by ZVI has not been passed on to the customer, this customer is not entitled to pledge such goods or provide any other security on these goods to third parties. The customer undertakes to cooperate unconditionally to the creation of a right of pledge on the claims obtained or to be obtained by the customer on his customers by virtue of the onward supply of goods at the first request of ZVI, or to provide security in any other adequate form to ZVI at the first request of ZVI.
5.3 The customer is obliged to administer the goods supplied subject to retention of title with due care, properly and identifiable as property of ZVI.
5.4 ZVI is entitled to repossess the goods supplied subject to retention of title that are still on the premises of the customer in case the customer fails to comply with the payment obligations, or has or is at risk of having financial difficulties. The customer shall at all times provide ZVI free access to its premises and/or buildings for the purpose of inspecting the goods and/or executing the rights of ZVI.
5.5 The aforementioned provisions under 5.1 up to and including 5.4 do not prejudice the other right of ZVI.

6. Guarantee.
6.1 The goods supplied by ZVI are hand-made and small differences in their dimension may occur in comparison to the catalogue. ZVI guarantees that the goods supplied suit the purpose for which they are made.
6.2 In case of a well-founded appeal to the guarantee by the customer, ZVI is liable to repair or replace the goods supplied free of charge, this being at the discretion of ZVI.
6.3 The guarantee is not applicable in case of defect that are the result of wear, negligent use and deviations in colours or dimensions, nor will the guarantee extend to scratch damage, unless such has been reported within the term mentioned under article 9.1 of these general terms and conditions.
6.4 The guarantee commitment of ZVI will lapse six months after delivery to the customer.

7. Liability.
7.1 The liability of ZVI for attributable failure in the performance of the agreement is limited to compensation of the direct damage, not exceeding the amount of the purchase price stipulated in the context of the agreement. In case the direct damage ensues from negligent use of the goods, amongst which non-compliance with the product information that is also supplied, ZVI is not liable for ensuing the damage.
7.2 At the risk of forfeiting any right to compensation of damage, the customer must report the damage to ZVI in writing within 10 days after the occurrence of the damage. In case a customer, relating to a product supplied by ZVI, is held liable by a client of the customer, the customer shall inform ZVI of this immediately in writing and will proceed to react to the client only after consulting ZVI.
7.3 Liability of ZVI for indirect damage, amongst which consequential loss, loss of profits, lost savings and loss due to business interruption, is excluded.
7.4 If, notwithstanding the exclusion of liability contained above, ZVI could be held liable for any indirect damage, this liability shall be limited to the net invoice amount of the defective goods supplied at most.
7.5 ZVI is not liable for damage caused by servants or agents.

8. Rights of suspension and termination.
8.1 In case the customer does not, not properly or not in time comply with any obligation ensuing from the agreement entered upon with ZVI, and in the case of bankruptcy, suspension of payments, closure of winding-up of the company of the customer, the customer is considered to be in default by operation of law and ZVI has the right to suspend the agreement without prior notice of default or without court intervention or suspend the performance of the agreement, or to terminate the agreement wholly or in part, whithout ZVI being bound by any form of guarantee or compensation.
8.2 Notwithstanding its rights referred to in article 8.1, ZVI preserves the full right to demand payment for the goods already delivered by it and the right to demand compensation by the customer for loss items and interest relating to the suspension or termination.

9. complaints.
9.1 The customer must after receipt of the goods make sure that the goods are in agreement with the order placed by him. Possible complaints relating to supplies made must be reported to ZVI in writing within 8 days after the date of receipt of the goods supplied to the customer. The complaint must describe the nature of the defect in as much detail as possible.

10. Force majeur.
In case of force majeur, ZVI is entitled to unilaterally and without court intervention either suspend the performance of the agreement for 6 months at most, or terminate the agreement wholly or in part, all this without being liable to pay any compensation to the customer.

11. Applicable law.
11.1 The agreement entered into with ZVI is with due observance of these terms and conditions exclusively governed by Dutch law. The applicability of the uniform law governing the international sale of goods and the Vienna Sales Convention (CISG) are explicitly excluded.

12. Translation of these terms and conditions
Only the Dutch version of these terms and conditions shall be taken as authentic. Should a translation deviate in any way, the Dutch text shall prevail.

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