GENERAL TERMS AND CONDITIONS FOR DELIVERY TO NON-CONSUMER

From:
• Arboss B.V. trademark holder of Skolys Clogs
• Nieuweweg 172
• established and having offices at 6603 BT in Wijchen

hereinafter referred to as: Arboss.

ARTICLE 1. DEFINITIONS

1. In these general terms and conditions:
◦ Arboss: the user of the general terms and conditions; Arboss B.V.
◦ non-consumer: a client acting in the course of a business or profession;
◦ buyer: non-consumer.

ARTICLE 2. APPLICABILITY OF THESE TERMS

1. These terms and conditions apply to every offer and every agreement between Arboss and a buyer to which the user has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. Deviations from these terms and conditions can only be made in writing and then only apply to the specific agreement to which the deviations relate.
3. The present terms and conditions also apply to all agreements with Arboss, for the implementation of which third parties must be involved.

ARTICLE 3. QUOTES, OFFERS, ORDERS

1. Quotations from Arboss are without obligation and expire no later than 30 days after the date of the quotation.
2. Contrary to the provisions of Article 6:225 paragraph 2 of the Dutch Civil Code, Arboss is not bound by any deviations from the user's offer that appear in the acceptance by the potential buyer.
3. Quotations of delivery times stated by Arboss and other periods for performances to be performed by Arboss are global and only informative; exceeding this does not entitle the potential buyer to compensation or dissolution.
4. Prices quoted by Arboss are, unless stated otherwise, based on execution during normal working hours and exclusive of transport, packaging, delivery and service costs, VAT and other government levies.
5. In the case of a composite quotation, there is no obligation for us to deliver part of the goods included in the offer against a corresponding part of the quoted price, nor does our offer automatically apply to subsequent orders.
6. Arboss is only bound by its offer if the acceptance thereof is confirmed in writing by the potential buyer within 30 days. The prices stated in a quotation are exclusive of VAT, unless stated otherwise.

ARTICLE 4. DELIVERY

1. Unless agreed otherwise, delivery is ex works. If one of the 'Incoterms' has been agreed as a delivery condition, the Incoterms applicable at the time of the conclusion of the agreement will apply.
2. The specified delivery times and periods for the performance of services will never be regarded as strict deadlines. If the delivery time is exceeded, we will only be in default after written notice of default. We are entitled to deliver an order in parts which can be invoiced separately.
3. The buyer is obliged to take delivery of the purchased goods at the time when they are delivered to him or at the time when they are made available to him in accordance with the agreement.
4. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the buyer. In that case, the buyer will owe all additional costs, including in any case storage costs.

ARTICLE 5. DELIVERY TIME

1. The delivery times specified by Arboss are always approximate and are never strict deadlines.
2. In the event of late delivery, the buyer must therefore give user written notice of default and allow Arboss a reasonable period of time to fulfill its obligations.
3. The delivery time specified by Arboss only commences after all necessary information is in its possession.

ARTICLE 6. PARTIAL DELIVERIES

• Arboss is permitted to deliver sold items in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the user is authorized to invoice each part separately.

ARTICLE 7. TECHNICAL REQUIREMENTS ETC.

1. If the goods to be delivered in the Netherlands must be used outside the Netherlands, Arboss is not responsible for ensuring that the goods to be delivered meet the technical requirements, standards and/or regulations set by laws or regulations of the country where the goods must be delivered. are used. This does not apply if the use abroad has been reported when concluding the agreement, with submission of all necessary data and specifications.
2. All other technical requirements imposed by the buyer on the goods to be delivered and which deviate from the normally applicable requirements must be explicitly stated by the buyer when the purchase agreement is concluded.

ARTICLE 8. SAMPLES, MODELS AND EXAMPLES

• If a model, sample or example has been shown or provided by Arboss, this is presumed to have been shown or provided by way of indication only: the qualities of the goods to be delivered may deviate from the sample, model or example, unless it was expressly stated that would be delivered in accordance with the sample, model or example shown or provided.

ARTICLE 9. DISSOLUTION OF THE AGREEMENT

1. An agreement between Arboss and a buyer can be terminated immediately in the following cases:
◦ if, after concluding the agreement, Arboss becomes aware of circumstances that give the user good grounds to fear that the buyer will not fulfill its obligations;
◦ if Arboss has asked the buyer to provide security for compliance when concluding the agreement and this security is not forthcoming or is insufficient despite summons.
◦ In the aforementioned cases, Arboss is authorized to suspend the further performance of the agreement or to dissolve the agreement, without prejudice to Arboss' right to claim compensation.
2. If circumstances arise with regard to persons and/or materials that Arboss uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is impossible or so inconvenient and/or disproportionately becomes costly, that compliance with the agreement can no longer reasonably be required, Arboss is authorized to dissolve the agreement.

ARTICLE 10. WARRANTY / COMPLAINTS

1. Arboss guarantees that the goods it supplies are free from design, material and manufacturing defects for a period of 3 months after delivery.
◦ The guarantee does not apply to user damage and/or wear and tear, which does not fall under production errors.
◦ Returning products with a production defect after purchase is possible if these products are returned in full and the production defect is detected by Arboss. Before returning, the buyer must consult with Arboss and describe the complaint in writing. This description must be enclosed with the returned goods.
2. If the item shows a design, material or manufacturing defect, the buyer is entitled to have the item repaired.
◦ Arboss can choose to replace the item if repair encounters objections. The buyer is only entitled to replacement if repair of the item is not possible.
3. The guarantee does not apply if damage is the result of incorrect handling or not following instructions correctly.
4. Incorrect treatment is understood to mean, among other things, that care products must be suitable for the materials supplied and that materials with natural properties, if they become damp, must be able to dry naturally, so no extra heating.
5. If the warranty concerns a product produced by a third party, the warranty is limited to the warranty given by the manufacturer concerned for that product.

ARTICLE 11. RETENTION OF TITLE

1. All goods delivered by Arboss remain the property of the user until the buyer has fulfilled all the following obligations under all purchase agreements concluded with Arboss.
2. The goods delivered by Arboss, which are subject to retention of title pursuant to paragraph 1, may only be resold within the framework of normal business operations and may never be used as a means of payment.
3. The buyer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
4. The buyer hereby gives unconditional and irrevocable permission to Arboss or to a third party to be designated by it, in all cases in which Arboss wishes to exercise its property rights, to enter all those places where the property of Arboss will then be located and those goods to take there.
5. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform the user of this as soon as may reasonably be expected.
6. The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance for inspection on first request.

ARTICLE 12. DEFECTS; COMPLAINT TERMS

1. The buyer must inspect the purchased goods (or have them inspected) upon delivery or as soon as possible thereafter.
In doing so, the buyer must check whether the delivered goods comply with the agreement, namely:
◦ whether the correct items have been delivered;
◦ whether the quantity of the delivered goods (eg quantity and number) corresponds to what has been agreed;
◦ whether the delivered goods meet the agreed quality requirements or, if these are lacking, the requirements that may be set for normal use and/or trading purposes.
2. If visible defects or shortcomings are found, the buyer must report these to the user in writing within 3 days after delivery.
3. Non-visible defects must be reported to Arboss in writing within 3 days after discovery, but no later than 3 months after delivery.
4. Even if the other party complains in a timely manner, its obligation to pay and take delivery of orders placed will continue to exist.
5. Goods can only be returned to Arboss after prior written permission.
6. Complaints/objections about invoices must be notified to Arboss 14 days before the final payment date

ARTICLE 13. PRICE/PRICE INCREASE

1. Unless expressly stated otherwise, the prices quoted by us apply:
◦ in Euros
◦ excluding VAT
◦ based on minimum quantities used by the user
◦ excluding transport costs
◦ ex works
2. If Arboss agrees a certain price with the buyer, Arboss is nevertheless entitled to increase the price if the user can demonstrate that significant price changes have taken place between the time of the offer and delivery with regard to raw materials, currencies and/or wages or otherwise. unforeseen circumstances.
3. If the price increase exceeds 10%, the buyer has the right to dissolve the agreement.

ARTICLE 14. PACKAGING

• N/A.

ARTICLE 15. PAYMENT

1. Payment must be made within 14 days net of the invoice date in a manner to be indicated by Arboss in the currency in which the invoice was made. Offsetting by the other party / buyer is not permitted unless we have fully and unconditionally acknowledged the counterclaim.
2. After the expiration of 14 net days after the invoice date, the buyer is legally in default; the buyer owes interest of 1% per month on the due and payable amount from the moment of being in default, unless the statutory interest is higher, in which case the statutory interest applies.
3. In the event of liquidation, bankruptcy or suspension of payment of the buyer, the user's claims and the buyer's obligations towards Arboss will be immediately due and payable.
4. Payment must be made without discount or settlement.
5. Payments made by the buyer always serve firstly to settle all interest and costs owed, and secondly to payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.

ARTICLE 16. CREDIT RESTRICTION

• Arboss is entitled to charge a credit limitation surcharge of 2%, which is not due if payment is made within 30 days of the invoice date.

ARTICLE 17. COLLECTION COSTS

1. If the buyer is in default or fails to fulfill one or more of its obligations, all judicial and extrajudicial costs incurred in obtaining payment will be borne by the buyer. In any case, the buyer owes:
◦ on the first € 6,500.00: 15%
◦ on the excess up to € 13,000.00: 10%
◦ on the excess up to € 32,500.00: 8%
◦ on the excess up to € 130,000.00: 5%
◦ over the excess: 3%
2. If Arboss demonstrates that it has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.

ARTICLE 18. LIABILITY

• Arboss shall be liable to Buyer only as follows:
1. For damage as a result of defects in delivered goods, only the liability as regulated in Article 9 (Guarantee) of these terms and conditions applies.
2. The user is only liable if damage is caused by intent or gross negligence on the part of Arboss or its subordinates;
3. The liability of Arboss is limited to the amount of the payment to be made by the insurer of Arboss in the present case.
4. If the insurance does not cover or does not pay out in any case, and Arboss is liable, Arboss's liability is limited to twice the invoice value of the transaction, or at least that part of the transaction to which the liability relates.

ARTICLE 19. FORCE MAJEURE

1. In these general terms and conditions, force majeure means, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which Arboss has no influence, but as a result of which Arboss is unable to fulfill its obligations. including strikes at the Arboss company.
2. During force majeure, Arboss's delivery and other obligations are suspended. If the period in which fulfillment of the obligations by Arboss is not possible due to force majeure lasts longer than 2 months, both parties are entitled to dissolve the agreement, without any obligation to pay compensation in that case.
3. If Arboss has already partially fulfilled its obligations upon the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it concerned it is a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.

ARTICLE 20. BANKRUPTCY

1. If the other party does not, not properly or not timely fulfill any obligations that may arise for it from the agreement, as well as in the event of bankruptcy, suspension of payments or placing under guardianship of the other party or cessation or liquidation of its company, the other party is deemed to be in default by operation of law and we are entitled, at our discretion, without any obligation to pay compensation and without prejudice to our further rights, without notice of default or legal intervention being required, to dissolve the agreement in whole or in part or to declare it dissolved or to suspend the (further) performance of the agreement. In those cases we are furthermore entitled to demand immediate payment of what is due to us.

ARTICLE 21. DISPUTE RESOLUTION

• The court in the place of residence of Arboss has exclusive jurisdiction to take cognizance of disputes, unless the subdistrict court has jurisdiction. Nevertheless, Arboss has the right to summon its counterparty before the competent court according to the law.

ARTICLE 22. APPLICABLE LAW

• Dutch law applies to every agreement between Arboss and the buyer. The Vienna Sales Convention is expressly excluded.

ARTICLE 23. CHANGES AND LOCATION OF THE CONDITIONS

• These terms and conditions can be found at www.arboss.nl and can be requested directly by e-mail [email protected].
• The most recently filed version or the version that applied at the time of the conclusion of the transaction in question always applies.