General Terms and Conditions of Delivery and Assembly of Wijkeurenstellingen.nl B.V.

Article 1 Definitions and terms
In these general terms and conditions, the following definitions apply:
1. A Contractor: The private limited company Wijkeurenstellingen.nl B.V., listed with the Chamber of Commerce under Chamber of Commerce number 77697359.
B Client: Any party (natural or legal person) who enters into an agreement with the Contractor and/or to whom the Contractor has made an offer to which these General Terms and Conditions apply.
C Agreement: The agreement between the Contractor and the Client.
D Warehouse racking: pallet racks, cantilever racking, shelf racks, store racks, wide-span racks, as well as all racks and floor coverings derived therefrom.
E Test certificate: Certificate issued by the Contractor to confirm that the warehouse racking complies with NEN-15635 and/or NEN-15620 and/or NEN 15629 and/or NEN-5056 and/or NPR 5055-1, the requirements of ARMP 2004 and in compliance with the Health and Safety Act, the ARBO Decision and the recommendations of the Health and Safety Data Sheet A-14.
F Testing: Visual inspection by the Contractor of the floor level using the checklist of the applicable NEN standard(s), the requirements of ARMP 2004 and in compliance with the Working Conditions Act, the Working Conditions Decree and the recommendations of the Working Conditions Data Sheet A-14, whether or not under the issue of a certificate of inspection by the Contractor
2. The definitions referred to in this Article have the same meaning in female, male or neutral form and when used in single or plural form. Unless the context in which the above definitions are used explicitly and unequivocally indicates otherwise, the above definitions have the same meaning in the context of these general terms and conditions as set out above.

Article 2 General
1. These General Terms and Conditions apply to any offer, quotation and Agreement between the Contractor and the Client, to the extent that the parties have not deviated from these General Terms and Conditions explicitly and in writing.
2. These General Terms and Conditions also apply to all agreements with the Contractor for the performance of which third parties must be engaged.
3. The applicability of the general terms and conditions of the Client is explicitly excluded, unless otherwise agreed in writing and explicitly by the Contractor and the Client. In the event of a conflict between the content of the general terms and conditions of the Client and those of the Contractor, the provisions of the general terms and conditions of the Contractor will prevail.
4. In the event of a conflict between the agreement concluded between the Client and the Contractor and these General Terms and Conditions, the provisions of the agreement prevail.
5. If the Contractor tacitly permits a derogation from these General Terms and Conditions, this does not affect its right to require direct and strict compliance with these General Terms and Conditions. The Client can never enforce or have enforced any right by reason of the fact that there is any implicitly permitted deviation from the General Terms and Conditions.
6. Applicability of Sections 7:404, 7:407 paragraph 2 and 7:409 Dutch Civil Code, regardless of the manner in which it is provided, is explicitly excluded.
7. If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms and Conditions remain fully enforceable and the Contractor will instead lay down provisions to replace the void and/or voided provisions, taking into account, if and in so far as possible, the purpose and scope of the original provision.
8. Lack of clarity about the content of these General Terms and Conditions, or situations not regulated in these General Terms and Conditions, should be assessed in the spirit of these General Terms and Conditions.
9. The Contractor is at all times entitled to amend and/or supplement its General Terms and Conditions.
10. Should the circumstances assumed by the Client and the Contractor at the time the agreement was concluded change in such a way that compliance with the agreement or part thereof cannot reasonably be required of either party, consultations are held between the parties on the interim amendment of the agreement.

Article 3 Offers, quotes and conclusion of agreements
1. All offers are without obligation.
2. The Contractor are only bound by the quotes if their acceptance is confirmed in writing by the Client within 30 days.
3. The Client vouches for the accuracy and completeness of the requirements and specifications of the performance and other data provided to the Contractor on behalf of the Client, which the Contractor has based its offer on.
4. A composite quotation does not oblige the Contractor to carry out part of the order at a corresponding part of the quoted price.
5. If an order is quoted on the basis of subsequent calculation, the prices quoted serve as a guide price only, the costs actually incurred by the Contractor will be charged.
6. If the Client accepts a quote, the Contractor reserves the right to withdraw the offer within 2 working days after receipt of the acceptance.
7. If the acceptance differs from the offer, the Contractor is not bound by it. The agreement is not concluded in accordance with this deviating acceptance, unless the Contractor explicitly accepts this in writing.
8. An agreement between the Contractor and the Client is concluded when the Contractor has explicitly accepted the order and/or the quote sent by the Contractor to the Client is accepted in writing by the Client and/or the confirmation of the order sent by the Contractor to the Client is confirmed by the Client and/or at the time the Contractor starts the implementing acts with the agreement of the Client. The provision set out in the preceding sentence also apply to modifications to orders. The confirmation of order is deemed to set out the agreement in full. Any agreements or undertakings previously made, which were not accepted by it in writing, will have lapsed.
9. Verbal undertakings by – and agreements with – the Contractor’s subordinates are not binding until and to the extent that they have been confirmed in writing by the Contractor.
10. The Contractor reserves the right, without giving reason, not to accept or to only accept orders on the condition that the Client pays the invoice amount or part thereof in advance or that the Client provides a form of security.
11. Offers or quotes do not apply to follow-up orders.

Article 4 Client’s obligations
1. The Client will ensure that all data, equipment or spaces which the Contractor indicates are necessary for the performance of the agreement or which the Client should reasonably understand are necessary for the performance of the agreement are available in a timely manner.
2. The Client grants the Contractor all the powers and authorisations necessary for the proper performance of the order.
3. The Client will ensure that the Client’s employees involved in the work are available in good time.
4. If work is carried out by the Contractor’s employees and/or third parties engaged by the Contractor and/or by the Contractor in connection with the order at the location of the Client or a location designated by the Client, the Client must take care of the facilities reasonably requested by all employees and/or third parties free of charge.
5. The Client is obliged to inform the Contractor without delay about facts and circumstances that may be important in connection with the performance of the agreement.
6. The Client must refrain from any conduct that makes it impossible for the Contractor to perform the order properly.
7. If the Client has failed to meet the obligations set out in this Article, the Contractor has the right to suspend the performance of the agreement and/or to charge the Client the additional costs resulting from the delay in accordance with the usual rates.

Article 5 Performance of the agreement
1. When concluding the agreement, the Contractor takes on a best-efforts obligation – and explicitly no obligation of result – and therefore undertakes to perform the order to the best of its knowledge and ability and as a good contractor as may and can be expected in the given situation.
2. An order given to the Contractor constitutes the power to use auxiliary persons at the discretion of the Contractor, to charge the costs of such auxiliary persons to the Client and to accept any limitations of liability of auxiliary persons on behalf of the Client.
3. The Contractor accepts no liability for any deficiencies of these auxiliary persons, except in the event of intention or gross negligence by the Contractor.
4. An agreed period for the provision of a service by the Contractor is never considered a final deadline, unless an explicit written agreement stipulates otherwise.
5. In respect of all things capable of copyright protection, which are made available to the Client through the intermediary of the Contractor, copyright is reserved to the initial rightholder. The Client undertakes to keep confidential all data and know-how provided to him by the Contractor and to respect all intellectual property rights. The Client is obliged to hand over documents and other data media containing copyrighted works or data as referred to in the previous sentences to the supplier on demand, insofar as he does not need them in the context of the performance of the agreement in question. All things and data capable of copyright protection provided by the Client to the Contractor are subject mutatis mutandis to the obligations incumbent upon the Client under the provisions hereof.
6. All drawings, images, catalogues and other data provided by the Contractor remain the property of the Contractor and are returned immediately upon its request. The Client is not permitted to have these drawings etc. copied or counterfeit and/or provided or made available to third parties, except in the performance of the agreement.

Article 6 Amendment of agreement
1. If during the performance of the agreement it becomes apparent that it is necessary to change or supplement the work to be carried out, the parties amend the agreement accordingly in a timely manner and by mutual agreement.
2. In this case, the time of completion of the performance may be affected. The Client gives its prior consent to this option.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the Contractor will inform the Client thereof in advance.

Article 7 Price
1. The fee used by the Contractor is inclusive of travel and accommodation costs. The fee is calculated according to the Contractor’s usual rates for daily periods, unless a different hourly rate has been agreed.
2. The fee used is charged per daily period worked by the Contractor. A daily period is between 08:00 and 12:00 or from 13:00 to 17:00. Work carried out outside a daily period is charged on the basis of the hours that the inspector of the Contractor was present.
3. The work is carried out at the rates specified in the quote, the agreement and/or its schedules. The rates will be adjusted in accordance with an annual indexation.
4. If the parties have previously agreed on a fixed price for the provision of certain services, and the provision of such services requires additional work that cannot reasonably be expected to be at the same fixed price, the Contractor informs the Client in advance.
5. If no fixed fee has been agreed, the fee is fixed on the basis of the hours actually spent. The hours actually spent include the travel time that is required for the performance of the order.
6. The fee and cost estimate if any are exclusive of 21% VAT.

Article 8 Payment
1. Payment must be made within eight (8) days of the invoice date, in a manner to be specified by the Contractor in the currency in which it was charged.
2. If the Client fails to pay within the agreed time periods, it is deemed to be in default by operation of law and the Contractor has the right, without any notice of default being required, to charge it interest from the due date to a percentage of four points above the Netherlands Bank’s promissory discount rate as well as all judicial and extrajudicial costs incurred in the collection of its claim. The late payment surcharge due by the Client is not offsetable against an interest invoice submitted by the Contractor.
3. If the Client is in default of payment or in the event of bankruptcy, suspension of payment, attachment and/or liquidation of the company as well as in the event of death and/or a curatorship order, all that the Contractor has to claim from the Client is immediately due, without prejudice to the right to claim multiple damages.
4. The Contractor may retain the property, property rights or data (carriers) received or generated under the agreement, despite a present obligation to issue them, until the Client has paid all amounts due to the Contractor.
5. Payments initially go to reduce (extra)judicial costs, secondly to reduce interest and thirdly to reduce the invoiced amounts due, with the oldest invoice being offset first.

Article 9 Complaints
1. The Client can no longer rely on a defect in the performance if it has not filed a complaint in writing to the Contractor within fourteen days after the defect has been discovered or should reasonably have been discovered. Complaints about the work carried out by the Contractor will not suspend the Client’s payment obligations.
2. If the performance of the agreed work at a later stage is no longer possible or useful, the Contractor only accepts liability within the limits of Article 11 of these General Terms and Conditions.
3. The Client must have filed complaints about invoices to the Contractor, at the risk of forfeiting all rights, in writing within the payment period. If the payment period is longer than 30 days, the Client must have filed its complaint in writing within 30 days of the invoice date at the latest.

Article 10 Liability, indemnity and limitation period
1. Any liability of the Contractor is in any case limited to the amount paid out in the relevant case under the (professional) liability insurance(s) plus the amount of the insurance excess which is not chargeable to that insurer under the policy conditions.
2. If, for any reason, no benefit under the insurance policy referred to in paragraph 1 was granted, any liability is limited to the single amount (excluding turnover tax), which the Client has paid and/or still has to pay to the Contractor in respect of the work carried out by the Contractor concerning and/or relating to the event causing the damage, in the 12-month period immediately preceding the event giving rise to the damage, up to a maximum of twenty-five thousand euros (€ 25,000,-).
3. The Contractor never accepts liability for damage of any kind caused by the Contractor having relied on incorrect and/or incomplete data provided by or on behalf of the Client.
4. The Contractor never accepts liability for indirect loss, including consequential loss or damage, business losses, lost profits and missed savings. The Contractor’s liability never exceeds the provisions referred to in these General Terms and Conditions, whether it concerns claims under the agreement or otherwise, in particular tort, serious culpable action by the director or if the Contractor has acted in breach of a duty of due diligence on its part towards a third party. The limitation of liability referred to in Article 10 of these General Terms and Conditions does not apply to the intent or gross fault on the part of the Contractor.
5. If persons engaged in connection with the performance of an order of the Client wish to limit their liability in connection with it, all orders granted to the Contractor by the Client must include the authority to accept such limitation of liability also on behalf of the Client.
6. If the performance of an order by the Client entails the engagement of a person living outside the Netherlands, who is not affiliated with the Contractor and who is not part of a partnership entered into by the Contractor to perform work in the framework of the order given, the Contractor will not be liable for any errors made by this person.
7. The Client indemnifies the Contractor for claims by third parties which claim to have suffered damage by or in connection with the work carried out by the Contractor on behalf of the Client.
8. Unless provided otherwise in these General Terms and Conditions, the Client’s rights of claim against the Contractor for whatever reason for carrying out the Contractor’s work, including claim(s) for damages suffered in any event, cease to exist after six months during which the Client became or could reasonably be aware of the existence of these rights.

Article 11 Force majeure
1. The Contractor is not obliged to fulfil any obligation to the Client if it is hindered to do so by a circumstance not due to fault, and not payable by operation of law, by a legal act or by generally accepted practice.
2. In these General Terms and Conditions force majeure, in addition to what is understood by law and jurisprudence in this respect, means any cause, anticipated or unforeseen, which the Contractor cannot and/or has not been able to exercise any control over, preventing the performance of its obligations to the Client in whole or in part and/or making it impossible to reasonably require the Contractor to fulfil its obligations. Such circumstances include but are not limited to war, danger of war, civil war, riot, industrial strike, lock-out of employees, transport issues, fire and other serious disruptions in the Client’s business.
3. The Contractor may suspend its obligations during the period of force majeure. If this period exceeds four months, then each party is entitled to cancel the order, without obligation to compensate the other party for damage.
4. To the extent that the Contractor has already partially fulfilled its obligations or if the Contractor will be able to fulfil those, at the time of force majeure, and an independent value can be assigned to the part fulfilled or to be fulfilled, the Contractor is entitled to invoice separately the part already fulfilled or to be fulfilled. The Client is required to pay this invoice if it were a separate order.

Article 12 Confidentiality
1. All information provided to the Client by or on behalf of the Contractor (such as offers, designs, images, drawings and know-how) of any kind and in any form is confidential and is not used by the Client for any purpose other than the performance of the agreement.
2. The information referred to in paragraph 1 of this Article is not disclosed or multiplied by the Client.
3. If the Client breaches any of the obligations referred to in paragraphs 1 and 2 of this Article, it owes an immediate penalty of €25,000. This penalty can be claimed pursuant to the law in addition to damages.
4. The Client must, on demand, return or destroy the information referred to in paragraph 1 of this Article within a period stipulated by the Contractor, at the Contractor´s option. If this provision is breached, the Client will owe an immediately payable penalty of € 1,000,- per day to the Contractor. This penalty can be claimed pursuant to the law in addition to damages.

Article 13 Termination, cancellation and suspension
1. The parties may at any time terminate the agreement in writing or by e-mail, without giving any reason, subject to one month’s notice, without resulting in liability for compensation to the other party.
2. If the Client fails to comply with any obligation imposed on it by the agreement at all, not appropriately or on time, or in the event of suspension of payment, bankruptcy, cessation or liquidation or the transfer of all or part of the Client’s business, the Client is deemed to be in default by operation of law and the supplier has the right to declare the agreement concluded with the buyer, set outside in whole or in part, without the supplier being liable for damages or warranties, without giving notice, notice of default or judicial intervention.
3. The Client is entitled to full compensation if the agreement is terminated on the basis of the preceding paragraph or by court order.
4. In the event of interim termination or cancellation by the Client, the Contractor is entitled to compensation of the costs incurred until then and retains the right to payment of the claims for the work carried out until then, making available to the Client, if possible, the preliminary results of the work carried out until then.
5. In the cases referred to in paragraph 3 of this Article, the Contractor may also suspend the performance of the agreement. Additionally, the Contractor is in this case entitled to compensation for the damage suffered by the Contractor as a result of the suspension and its consequences.

Article 14 Choice of law and forum
1. The agreements concluded between the Contractor and the Client, as well as any further agreements concluded in performance thereof, as well as the resulting legal relationships arising from them for whatever reason, are exclusively governed by Dutch law, even if the Client is located outside the Netherlands.
2. Disputes between the parties, including those arising out of an unlawful act, are settled exclusively by the court in the place where the Client has its place of business, unless the law requires otherwise.
3. Notwithstanding the previous paragraph, the Client and the Contractor may agree in writing on an alternative method of dispute resolution