Delivery terms

GENERAL TERMS AND CONDITIONS OF DELIVERY

ARTICLE 1 GENERAL

These General Terms and Conditions of Delivery apply to all quotations, offers and other agreements of EBLO Handelsmaatschappij B.V. and EBLO SEATING bv, hereinafter referred to as "the B.V.", as well as to all agreements concluded by the B.V. with third parties. They are binding except for those points in respect of which the B.V. makes express written departures.

ARTICLE 2 OFFERS

All offers are without obligation. The B.V. shall not be bound until it has accepted the order in writing. Verbal agreements or understandings or agreements with members of the B.V.'s staff will not be binding unless these have been confirmed by the B.V. in writing. The B.V. reserves the right to refuse an order without giving reasons, or to deliver cash on delivery. On entering into the agreement, the B.V. is entitled to demand security for the other party's fulfilment of its obligations. After entering into the agreement, the B.V. will also be entitled to demand security for its claim(s) on the other party and to suspend the fulfilment of its obligations as long as no security has been provided.

ARTICLE 3 PRICES

All quotations made by the B.V. are without obligation, unless the contrary has been expressly agreed in writing. If during the period between the date of the quotation and that of delivery the (cost) prices rise, the B.V. is entitled to increase the agreed price accordingly, with due observance of any statutory provisions. In the case of orders for less than EUR 45.50 worth of goods, EUR 11.50 in administration costs will be passed on to the other party.

ARTICLE 4 DELIVERY TIMES

The delivery times stated by the B.V. in offers, order confirmations and agreements are given in good faith, but are not to be considered binding. All circumstances which can reasonably be considered to stand in the way of timely delivery of the goods sold will be regarded as force majeure for the Company. In particular, non-delivery or late delivery by its supplier(s) to the B.V. or when the goods sold by that/those supplier(s) do not reach the B.V. or do not reach it in time will be considered force majeure. In such cases the B.V. will have the choice of postponing delivery until a time to be specified by the other party or of dissolving the purchase agreement. Except in cases of force majeure, the other party will only be entitled to dissolve the agreement if the B.V. is in default after the expiry of the delivery times indicated by it in good faith following a written reminder, in which it is granted a reasonable period for compliance, and if its failure is not of a special nature or minor importance. Exceeding the delivery time, for whatever reason, shall not entitle the other party to compensation or non-fulfilment of any obligation arising for it from the agreement or any other related agreement. Should the B.V. nevertheless be held liable on any grounds for exceeding the delivery time, the other party may not, if it has suffered damage as a result of the failure to meet the delivery time, claim compensation in excess of half a per cent of the invoice price for each full week by which the delivery time has been exceeded, to a maximum of 5%.

ARTICLE 5 RESERVATION OF OWNERSHIP

As long as the other party has not made full payment in respect of the goods delivered by the B.V., the goods delivered, whether or not unprocessed, shall remain the property of the B.V. The B.V. shall be entitled to dissolve the agreement by means of a written statement at the moment that the other party is in default, or in the event of bankruptcy, a request for a suspension of payments, the death of the other party, etc., to dissolve the agreement by means of a written statement and to take back the items it has delivered, taking into account any payments already made, without prejudice to the B.V.'s right to claim compensation for costs, damages and interest. The designs, drawings, forms, models, moulds, etc. to be used by the B.V. will remain the property of the B.V., even if the other party has been charged for the costs of these and the aforementioned auxiliary materials originate from the B.V., unless otherwise agreed in writing.

ARTICLE 6 RISK

Unless otherwise agreed in writing, the risk for the other party in respect of the goods delivered will commence at the moment that the goods delivered have left the factory where they are produced or the B.V.'s warehouse. The B.V. will be free at all times in its choice of transport and carrier.

ARTICLE 7 COMPLAINTS

Complaints concerning the goods delivered or the invoice will only be valid if they are received by the B.V. in writing within eight days of delivery or the invoice date, stating precisely the nature and grounds for the complaints. Transport damage must be reported to the B.V. in writing within 24 hours.

After expiry of the aforementioned term, the other party will be deemed to have approved the goods delivered or the invoice, as appropriate. In that case complaints will no longer be accepted. If the B.V. finds the complaint well-founded, the B.V. will, if no other arrangement can be made with the manufacturer, only be obliged to replace the faulty goods, without the other party being able to claim any compensation whatsoever. Lodging a complaint will not relieve the other party of its payment obligation vis-à-vis the B.V. The goods delivered may only be returned with the written permission of the B.V.

ARTICLE 8 PAYMENT

Payment must be made in the invoicing currency by means of deposit or transfer to a bank or giro account designated by the B.V., within 30 days of the invoice date, unless otherwise agreed. In the case of cash payment on delivery, the B.V. must issue a receipt or signed order form to the other party. In cases that:

The other party is declared bankrupt or applies for a moratorium;
All or part of its assets are seized;
The Other Party dies or is placed under guardianship;
The Other Party does not comply with any obligation resting on it by virtue of the Law or these conditions;
The Other Party acts in violation of any obligation resting on it by law or by virtue of these conditions;
The Other Party fails to pay an invoice amount or a part thereof within the term set for it;
the Other Party proceeds to strike or transfer its business or a significant part thereof, or proceeds to change the objective of its business.

The B.V. will be entitled to dissolve the agreement without intervention by means of a written statement and to claim the amount owed by the other party in full without prejudice to the B.V.'s right to compensation for costs, damages and interest. If the other party fails to pay on time, it will be in default from the invoice due date without notice of default being required and the B.V. will be entitled to charge the other party the statutory interest (applicable on the invoice date) on the full amount owed from the due date, without prejudice to the B.V.'s other rights.

In addition to the purchase price and the interest, the B.V. will also be entitled to claim from the other party all collection costs caused by non-payment, both judicial and extrajudicial. Extrajudicial collection costs will be owed by the other party in any case in which the B.V. has secured the assistance of a third party for the collection. They will amount to fifteen per cent of the principal sum, with a minimum of EUR 45.50. The mere fact that the B.V. has secured the assistance of a third party shall be evidence of the size and the obligation to pay the extrajudicial costs. If the B.V. petitions for the bankruptcy of the other party, the other party will also owe the costs of the bankruptcy petition in addition to the purchase price, interest and extrajudicial collection costs.

ARTICLE 9 GUARANTEE

The B.V. will give a guarantee on the items delivered by it if and insofar as it is guaranteed by the manufacturer. For sizes and weights the standards as applied by the manufacturers will apply. The guarantee will lapse if

.the goods delivered are not used by the other party for the purpose for which they are intended;
the defects are the result of the inadequacy of the data, drawings, models, shapes, templates, etc. provided by the other party
the other party does not or not fully meet any obligation arising from this or any agreement related to this agreement;
if the B.V. has indicated in a timely manner that it does not agree with the other party's prescribed choice of materials and/or working method.

The guarantee means that complaints concerning shortcomings and/or faults in the items delivered that are found to be justified by the B.V. will be settled with the relevant manufacturer, if and insofar as this falls within the guarantee provided by the manufacturer.

ARTICLE 10 LIABILITY

The B.V. will not be liable for any damage, of whatever nature, suffered by the other party. The B.V. shall not be obliged to pay any compensation for damage arising from or caused by the use of the items delivered or by their unsuitability for the purpose for which the other party purchased them. By taking delivery of the items delivered by or on behalf of the other party, the other party indemnifies the B.V. against all possible claims by the other party and/or third parties for payment of damages, regardless of whether the damage arose as a result of a manufacturing or construction fault or as a result of other causes. The B.V. will not be liable for any infringement of patents or licences of third parties through the use of data which the other party provided to the B.V. for the execution of the order. Should the B.V. nevertheless be held liable vis-à-vis the other party in respect of this agreement, the other party may not claim any higher compensation than the amount equal to the invoice value of the goods delivered by the B.V. to the other party, in respect of which the liability arose.

ARTICLE 11 PACKAGING

Any packaging will be taken care of by the B.V. in the best and cheapest way possible. Damage to goods caused by inadequate or insufficient packaging or by destruction of the packaging will be for the account of the other party.

ARTICLE 12 TRIAL DELIVERIES

The goods delivered by the B.V. as a trial order remain the property of the B.V. at all times. The trial order is entirely free of obligation for a period of 14 days unless agreed otherwise. After the trial period the goods must be returned to the B.V. within 1 week, undamaged, clean, without stickers, in the original packaging supplied by the B.V. with a copy of the packing slip. If the delivered goods are not returned within 3 weeks after the start of the trial date, they will automatically be invoiced in the 4th week. If it appears that after receipt of the sight order the above conditions are not met, the costs of repair, etc. will be charged to the other party.

ARTICLE 13 RETURNS

Items returned to the B.V. will be charged a standard 10% handling fee, unless invoice numbers are stated on the return shipment showing that the items were delivered less than 3 months ago. If this period is exceeded, a 15% handling fee will be charged upon return receipt. Returned goods, provided they are undamaged and in their original packaging, will be credited at the price charged by the B.V., less any handling costs. All returned items must be delivered carriage paid.

ARTICLE 14 FREIGHT COSTS

Unless expressly agreed otherwise, delivery shall always take place "ex Seller". Delivery takes place at the moment that the items are offered at the agreed and/or usual place and time. In case of delivery free of charge of products, the cheapest way of shipment or transport will always be followed, unless agreed otherwise in advance. In any other way of sending, the shipping and packaging costs will be borne by the client.

ARTICLE 15 APPLICABLE LAW

All agreements concluded by the B.V. shall be governed by Dutch law.

ARTICLE 16 DISPUTES

All disputes arising from offers made by the B.V. or from agreements concluded with the B.V. shall be subject to the opinion of the Cantonal Court or the District Court which has jurisdiction in the B.V.'s place of business. The customer may within one month after the B.V. has invoked this provision in writing notify the B.V. in writing that it wishes the dispute to be adjudicated by the court which has jurisdiction according to the law.