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GENERAL CONDITIONS

of Poelmann Huizen B.V., with offices at (1271 EJ) Huizen, Handelsweg 7.

I. GENERAL POINTS

Article 1 – Applicability of the general conditions

1.1. These general conditions (hereafter referred to as: ‘the(se) conditions’) apply to all quotations and supplies from Poelmann Huizen B.V. (hereafter referred to as: ‘the Contractor’) to third parties (hereafter referred to as: ‘the Principal’), and to all contracts concluded between them. The conditions, after they have formed part of any contract between the parties, will be part of contracts concluded between them thereafter, even if on conclusion of these later concluded contracts no reference is made to the applicability of the conditions.

1.2. Deviations from the conditions only apply if they have been agreed to expressly in writing by the parties. Whole or partial cancellation of any regulation in the conditions does not affect the validity of the other regulations in the conditions.

Article 2 – Quotations and conclusion of contracts

2.1. Every quotation from the Contractor is free of obligation, unless expressly determined in writing that the quotation is irrevocable, and is legally cancelled, unless expressly determined otherwise in writing, after the expiry of 30 calendar days, to be counted from the date of the quotation. Quotations from the Contractor will only be accepted in writing, taking into consideration the clause in art. 2.2.

2.2. Contracts between the parties will first become valid after persons authorised on behalf of the Contractor confirm the conclusion of the contract in writing to the Principal or if the Contractor notifies the Principal without reservation in a recognisable way that the contract is valid.

2.3. Amendments or supplements to an already concluded contract are only binding if these have been agreed to in writing and signed by both parties.

2.4. The Contractor has the right to delegate his obligations to the Principal wholly or partly.

Article 3 – Prices

3.1. All prices stated by the Contractor in his quotations, unless expressly determined otherwise in writing, are not binding. All prices are exclusive of income tax, other government levies, and any expenses to be made in the context of the contract, including dispatch and administration costs, unless expressly determined otherwise in writing.

3.2. Changes in cost price factors, including, though not exclusively limited to, wages, cost prices of raw materials, or other materials, premiums, freight charges, currency rate changes, and/or taxes, which are related to the agreed performance and which occur after a contract has commenced, give the Contractor the right to charge these to the Principal. This with the proviso that if this leads to an increase in the initially agreed fixed or average adjustment price of more than 15% (excluding VAT), the Principal has the right to terminate the contract without resorting to legal means, without this resulting in termination obligations.

3.3. The number of hours stated by the Contractor in the quotation or contract in a given case is indicative and not binding, unless expressly determined or agreed to otherwise in writing.

3.4. The prices are based on normal working hours and duration. On exceeding the normal working hours on workdays, on working on Saturdays, Sundays and feast days, all at the Principal’s request, the Contractor will charge a surcharge of 20% on the agreed prices.

3.5. In the absence of an already agreed fixed price, the determination of the price for the commission discharged in accordance with the extent of the work and the delivered or consumed materials, which appear after completion of the work, will be made on the basis of the tariffs agreed by the parties before the work began, or in the absence of such a determination, on the basis of the tariffs on the spot that apply at the time of handover of the work.Furthermore, the Supplier is entitled to a policy whereby overruns-underruns may not exceed 10% of the amount ordered.

Article 4 – Force majeure

4.1. The parties are not held to the observance of any obligation, which they have towards each other, if they are hindered as a result of an event that is not their fault, neither by virtue of the law, legal dealing or usual understanding, including: strikes and/or work interruption (both organised or unorganised), government measures, which hinder the production or (culpable or not) shortcomings of suppliers, as a result of which the Contractor cannot wholly or partly meet his obligations to the Principal.

4.2. The parties can suspend the obligations of the contract for the period that the force majeure exists. If this period lasts longer than 6 months, both parties are authorised to end the contract wholly or partly by termination or dissolution, without there being an obligation for compensation or cancellation.

4.3. The Contractor has the right to claim payment for the work already done in carrying out the contract concerned, before the force majeure causing event occurred.

Article 5 – Guarantee

5.1. Taking into consideration what is determined elsewhere in the conditions, the Contractor undertakes:

─ on delivery of items by virtue of a purchasing contract: that these will possess the properties as in their specifications for 6 months after delivery of the item to the Principal;

─ on performing services by virtue of a contract: that in performing them he will take care to act as a good Contractor;

─ on handover of work by virtue of a contract: that the work completed will show no fault for 6 weeks after handover, whose extent is such that harm is done to the functionality of the work, that the work must not be reasonably considered more suitable for the purpose meant for the Contractor and made known in a recognisable way on conclusion of the contract.

5.2. With mixed contracts the guarantees stated in art. 5.1 must be applied, each to the corresponding part thereof.

5.3. If the Principal makes a justified claim on any guarantee regulation in art. 5.1, the Contractor, at his choice and without prejudice to the other clause in this article, can demand either replacement of the faulty performance, or its repair, in which the original guarantee period will only be extended by the period during which the Principal as a result of the repair or replacement has not had the faulty item or work available.

5.4. The above guarantee obligation is cancelled if:

1. change (s) in or repair(s) to the delivered item are made by third parties without the prior written permission of the Contractor;

2. the delivered item is used for another purpose than the obvious one;

3. the delivered item (in the Contractor’s reasonable judgement) is handled, used or serviced in an unacceptable way;

4. the Principal does not meet any obligation to the Contractor;

5. the Principal is otherwise responsible for a fault in the delivered item.

5.5. Any costs of dismantling, dispatch or transport will be at the expense and risk of the Principal.

5.6. Guarantee for goods bought elsewhere by the Contractor will only be given if the manufacturer/supplier concerned issues a guarantee and to the extent thereof.

5.7. The fact that the Principal lays claim to a guarantee does not give the Principal the right to suspend any obligation to the Contractor.

Article 6 – Claim

6.1. Claims for visible defects must be made in writing, as soon as possible, and within 5 working days after delivery of the item, the completion of the commission or the handover of the work, with precise details of the nature and grounds of the complaint (s). Other faults must be reported in writing as quickly as possible, and in any event within 5 working days after they have been detected or should have reasonably been detected.

6.2. Claims about invoices must also be submitted in writing within 5 working days of the date the invoice was sent. After expiry of this period, the content of the invoices will form the exclusive proof concerning (the value and correct implementation of) the delivered items, performances and the handed over work, except for counter-evidence.

6.3. After expiry of the above period, the Principal will be considered to have approved the Contractor’s performance. The Contractor will then no longer accept any claims.

6.4. The delivered item can only be returned after prior written approval by the Contractor. The Contractor can attach conditions hereto.

Article 7 – Liability

7.1. The Contractor’s liability to the Principal, except for the clause in the following articles, is limited to the observance by the Contractor of his guarantee obligations as described in article 5.

7.2. The Contractor’s liability for his irregular actions is excluded unless these are the result of deliberate or conscious carelessness by supervisory subordinates of the Contractor. Also excluded is the Contractor’s liability for indirect and resulting damage suffered by the Principal as a result of a fault committed by the Contractor in the observance of his obligations under any contract, such as but expressly not limited to: lost profit, lost earnings, immaterial damage, missed chances and defamation of his good name, unless this damage is the result of the Contractor’s intention or deliberate carelessness.

7.3. The Contractor’s liability for harm suffered directly by the Principal, which is the result of or is connected with a culpable shortcoming on the part of the Contractor in the observance of his obligations to the Principal under a contract concluded with the Principal, is limited to those cases in which the Principal shows that the harm is the direct consequence of the culpable shortcoming and is also per occurrence or series of connected occurrences with a joint cause limited to an amount agreed to between the parties (excluding VAT) of the commitment (s) in the observance of which the Contractor is culpable, with a maximum of € 50,000, unless a further limitation arises from one of the following articles.

7.4. Every claim against the Contractor on the basis of a contract concluded with the Contractor is cancelled after the simple expiry of one year. The expiry period begins on the day after the day on which the Principal became acquainted with the damage and the liable party.

7.5. All the defence the Contractor can derive from the contract concluded with the Principal to reject his liability to the Principal, can also be cited by his personnel and third parties enlisted by him for the implementation of the contract, as if his personnel and the above third parties themselves were party to the contract.

7.6. Liability limiting, excluding or defining conditions, which can be cited by third parties to the Contractor, can also be cited by the Contractor to the Principal.

Article 8 – Indemnification

The Principal indemnifies the Contractor, his personnel and any third parties enlisted by the Contractor in the context of the implementation of his obligations under the contract against all claims from (other) third parties for compensation from any (assumed) harm incurred by the latter third parties (including fines charged by these third parties), caused by or otherwise connected with the performances of the Contractor under the terms of the contract, except in the event of deliberate carelessness or intent by the Contractor.

Article 9 – Payment conditions

9.1. Unless expressly agreed otherwise in writing, payment of every invoiced amount must be made within 14 calendar days after the invoice date and in a way stated in the invoice. The payment must be made in the agreed currency and without adjustment, discount and/or postponement.

9.2. If an invoice is not paid on time, the Principal, without notification of default, is at fault and all his payment obligations, if this concerns previously unpaid invoices, are directly claimable. This is also the case if he is declared bankrupt or requests suspension of payment.

9.3. If an invoice is not paid on time, the Principal owes the legal commercial interest (ex article 6:119a of the Codebook of Civil Law), plus 1%, over the invoice amount, from the date the invoice should be paid.

9.4. All reasonable legal and extra-legal costs made by the Contractor (e.g., but not limited to: bailiff’s costs and the costs of legal aid) in the context of the non-observance by the Principal of his obligations will be charged to the Principal, with a minimum of 10% of the owed main sum (incl. VAT) or € 250 if this is higher, which minimum compensation must be (jointly) seen as an incentive for the Principal to meet his obligations correctly (penalty clause).

9.5. Payments made by the Principal will be deducted in the first place from all owed interest and costs and in the second place from the oldest invoices, even if the Principal states that the payment relates to a later invoice.

9.6. Without prejudice to the above, the Contractor at all times has the right to require cash payment or, before beginning to implement the contract, to proceed to delivery or further implementation of the work, to require sufficient security from the Principal for payment on time. The security is given by an irrevocable bank guarantee from a well-known Dutch bank with a good name and reputation, or by the acquisition of another reasonably equal security.

Article 10 – Diagrams, models, calculations and suchlike

10.1. If the Contractor shows or issues a diagram, model, design, calculation or other data, this is only an indication. The items to be supplied can deviate from what is shown.

10.2. Any intellectual and/or industrial property rights remain with the Contractor.

Article 11 – Suspension and termination

11.1. Without prejudice to his legal right to terminate the contract, the Contractor has the right, without legal intervention and without the Principal needing to be in default, either to terminate the contract concluded with the Principal, wholly or partly, or to suspend the contract, or to terminate it, with or without immediate effect, without being liable to compensation, if:

1. the Principal is declared bankrupt or this is requested;

2. the Principal requests (provisional) suspension of payment or proceeds to liquidation; and if

3. the Principal’s capital or a part thereof is seized.

11.2. If the contract as in the clause in art. 11.1 ends, the Contractor’s claims against the Principal are immediately demandable. If the Contractor suspends his obligations towards the Principal, he retains his claims by law and under the terms of the contract.

11.3. Termination of the contract does not lead to termination obligations.

II. SALE

Article 12 – Delivery

12.1. All deliveries are ex-works, unless agreed to otherwise in writing. The transport is therefore for the expense and risk of the Principal.

12.2. The Principal is obliged to accept the purchased goods at the moment of delivery. If the Principal refuses the goods or is negligent in the issue of information or instructions necessary for the delivery, the goods will be stored at the risk and expense of the Principal, without prejudice to the Contractor’s right to claim observance and/or full compensation and to proceed to termination of the contract.

12.3. The Principal is obliged to check the delivered item immediately on delivery for any faults or damage, or have this check done after the Contractor has reported that the goods are available to the Principal.

12.4. The Principal must report any faults or damage of the delivered item on the delivery slip, invoice and/or freight documents, in absence of which the Principal will be regarded to have accepted the delivery.

Article 13 – Part-deliveries

The Contractor retains the right to supply the goods in parts (part deliveries), which can be invoiced separately. The Principal is then obliged to pay as in the clause in article 9 of the conditions.

Article 14 – Delivery time

14.1. The statement of the delivery time is always approximate and is not a deadline, unless expressly agreed to otherwise in writing. The Principal must always (therefore) first notify the Contractor in writing of being in default if the delivery is not on time.

14.2. The Contractor is in no way liable for exceeding the delivery time, for any reason. Exceeding the delivery time does not oblige the Contractor to any compensation and does not give the Principal the right to terminate the contract or to refuse acceptance, or to suspend any obligation.

Article 15 – Ownership condition

15.1. If items are sold by the Contractor and delivered to the Principal or to a third party to be nominated by him, the risk, but not the ownership, is transferred to the Principal. All items delivered to the Principal remain the property of the Contractor until the moment of settlement of all that the Principal owes the Contractor for any reason, including interest and costs.

15.2. The Principal does not have the right to transfer items covered by the ownership condition, unless transfer occurs in the context of the normal conduct of business. The Principal also does not have the right to pawn the items or to attach any right to them.

15.3. Without prejudice to the other rights accruing to him, the Contractor is irrevocably authorised by the Principal, if he does not meet any obligations towards the Contractor, or does not do it on time, without any notification of default or legal intervention, to take possession of any items delivered and for this purpose to enter the place where these goods are found.

15.4. If third parties take possession of the items that fall under the ownership condition or wish to attach rights to them, the Principal is obliged to inform the Contractor about this as quickly as can be reasonably expected.

15.5. The Principal undertakes to insure the items delivered under the ownership condition and to keep them insured against fire, explosion, water damage and theft, and to allow these insurance policies to be examined at the first request.

III. COMMISSION AND ACCEPTANCE OF THE WORK

Article 16 – Performance by third parties

16.1. If in the context of the implementation of the commission contract or acceptance of work by the Contractor, parts thereof are delegated to third parties on conditions that are stricter than these conditions, the Contractor can then make these same stricter conditions applicable to his opposite party regarding the delegated part of the contract.

16.2. If it is agreed that the commission or the work shall take place in phases, the Contractor has the right before this work begins, which work belongs to a phase, to postpone the work until the Principal has informed the Contractor in writing that he has approved the completion of the previous phase.

16.3. The commencement time of the work and the handover time within which the commission must be performed are approximate. The stated performance times will never be seen as a deadline, unless expressly agreed to otherwise in writing. The Contractor must therefore be notified as being in default if the work is not done on time.

16.4. The agreed performance time is determined in the expectation that the circumstances, including the performance, will not change after the acceptance of the commission.

16.5. If such a change in the circumstances, regardless of whether or it could have been foreseen, should occur anyway, so that the implementation of the commission or work is delayed, the agreed time of implementation will also be brought forward.

Article 17 – Scope of the work

17.1. The Contractor has right to additional payment if events occur, which are of such a nature that on conclusion of the contract no account needed to be taken of the chance that they would occur, which cannot be ascribed to the Contractor and which increase the costs of the implementation of the commission.

17.2. The Contractor has the right to change the agreed performance, if in his opinion this is necessary for good performance of the work, considering the circumstances. If this change means extra work, this will be noted as a cost increasing circumstance as defined by art. 17.2.

Article 18 – Obligations of the Principal

18.1. The Principal is himself responsible for determining his objectives, needs and integration related to items, services or work that is taken from the Contractor. The Contractor is not obliged to investigate the reason. The Principal ensures that all data, indicated by the Contractor as being necessary or of which the Principal can be reasonably expected to understand that these are necessary for the implementation of the contract, will be issued on time to the Contractor. If the data needed for the implementation of the contract are not issued to the Contractor on time, the Contractor has the right to postpone the implementation and/or to charge the Principle for the extra costs arising from this delay in accordance with the usual tariffs.

18.2. Without prejudice to the clause in article 7 of the conditions, the Contractor is not liable for damage, of any kind, that occurs because the Contractor has used the incorrect and/or incomplete data issued by the Principal, unless the Principal shows that this incorrectness or incompleteness was known to the Contractor.

Article 19 – Handover of the work

The work will be considered to have been handed over when it is actually used by the Principal. Partial use by the Principal is permitted, providing this does not endanger sufficient progress of the other work and the resultant expenses for the Contractor will be paid to him as extra work and the Contractor has agreed in writing with the premature use. The parts of the work taken into use will be considered as having been handed over. The work will also be considered as having been handed over if the Contractor on completion of the work reports this to the Principal.

IV. FINAL REGULATIONS

Article 20 – Applicable law and disputes

20.1. Dutch law applies exclusively to all quotations from and contracts with the Contractor, except for the Vienna Purchase Treaty 1980.

20.2. All disputes, including those only considered as such by one party, arising from or connected with the contract to which the conditions apply, or concerning the conditions themselves and their explanation or implementation, both of an actual and legal nature, will be judged by the authorised judge in Amsterdam, unless the Contractor prefers to lay the dispute before the authorised judge in the Principal’s domicile/place of establishment.

Article 21 – Amendment of the conditions by the Contractor

The Contractor has the right to amend the conditions. These amendments will come into force at the announced time. The Contractor will send the amended conditions to the Principal on time. If no time of coming into force is stated to the Principal, the amendments will come into force for the Principal as soon as they are reported