Article 1. General

1. These conditions apply to every offer, quote, and agreement between TEPE BUILDING MATERIALS B.V., hereinafter referred to as: “Supplier”, and a Counterparty to which Supplier has declared these conditions applicable, insofar as parties have not expressly deviated from these conditions in writing.
2. The present conditions also apply to contracts with the Supplier, for the execution of which third parties need to be involved by the Supplier.
3. These general terms and conditions are also written for the employees of the Supplier and its management.
4. The applicability of any purchase or other conditions of the Counterparty is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or might be annulled, then the rest in these general terms and conditions remains fully applicable. The Supplier and the Counterparty will then enter into negotiations in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and the intent of the original provisions.
6. If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation should be ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be assessed in the spirit of these general terms and conditions.
8. If the Supplier does not always require strict compliance with these conditions, this does not mean that its provisions are not applicable, or that the Supplier would lose the right in any way to require strict compliance with the provisions of these conditions in other cases.

Article 2. Quotes and offers

• All quotes and offers from the Supplier are non-binding unless a term for acceptance has been set in the quote. A quote or offer expires if the product to which the quote or the offer relates has become unavailable in the meantime.
• The Supplier cannot be held to its quotes or offers if the Counterparty can reasonably understand that the quotes or offers, or any part thereof, contain an obvious mistake or error.
• The prices mentioned in a quote or offer exclude VAT and other governmental levies, any costs to be incurred under the agreement, including travel and stay, shipping, and administration costs, unless indicated otherwise.
• If the acceptance (whether or not on minor points) deviates from the offer included in the quote or the offer, the Supplier is not bound by it. The contract will then not be concluded in accordance with this deviating acceptance unless the Supplier indicates otherwise.
• A compound quotation does not oblige the Supplier to perform a part of the assignment for a corresponding part of the quoted price. Offers or quotes do not automatically apply to future orders.

Article 3. Contract duration; delivery terms, execution, and amendment of the agreement

1. The agreement between the Supplier and the Counterparty is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a specific period has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counterparty must therefore give the Supplier written notice of default. The Supplier must be offered a reasonable period to still fulfill the agreement.
3. If the Supplier requires information from the Counterparty for the execution of the agreement, the execution term does not begin until after the Counterparty has made this information available to the Supplier correctly and completely.
4. Delivery takes place from the Supplier’s company. The Counterparty is obliged to accept the goods at the moment they are made available to him. If the Counterparty refuses to accept or is negligent in providing information or instructions necessary for the delivery, the Supplier is entitled to store the goods at the expense and risk of the Counterparty.
5. The Supplier is entitled to have certain work performed by third parties.
6. The Supplier is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
7. If the agreement is executed in phases, the Supplier can suspend the execution of those parts that belong to a next phase until the Counterparty has approved the results of the preceding phase in writing.
8. If it becomes apparent during the execution of the agreement that it is necessary to amend or supplement it for its proper execution, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement, whether or not at the request or direction of the Counterparty, of the competent authorities, etc., is changed and the agreement is thereby changed qualitatively and/or quantitatively, this may also have consequences for what was originally agreed. Consequently, the originally agreed amount can be increased or decreased. The Supplier will give as much prior notice as possible of this. By amending the agreement, the originally specified period of execution can also be changed. The Counterparty accepts the possibility of amending the agreement, including the change in price and term of execution.
9. If the agreement is amended, including an addition, then the Supplier is entitled to execute it only after approval has been given by the person authorized within the Supplier and the Counterparty has agreed to the price and other conditions specified for the execution, including the time to be determined at which it will be executed. The failure or immediate execution of the amended agreement does not constitute a breach of contract by the Supplier and is also no ground for the Counterparty to terminate or cancel the agreement. Without being in default, the Supplier can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.
10. If the Counterparty defaults in the proper performance of what he is obliged to do towards the Supplier, then the Counterparty is liable for all damage (including costs) on the part of the Supplier thereby directly or indirectly caused.
11. If the Supplier agrees on a fixed price with the Counterparty, the Supplier is nevertheless entitled at any time to increase this price without the Counterparty being entitled to dissolve the agreement for that reason if the increase in price results from a power or obligation under the laws or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
12. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, then only the Counterparty entitled to title 5 section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by a written statement, unless the Supplier is still willing to execute the agreement based on the originally agreed upon, or if the price increase results from a power or an obligation on the Supplier under the law or if it was agreed that the delivery would take place more than three months after the purchase.

Article 4. Suspension, dissolution, and premature termination of the agreement

1. The Supplier is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

• the Counterparty does not, not fully, or not timely fulfill the obligations under the agreement;
• after the agreement has been concluded, the Supplier learns of circumstances giving good ground to fear that the Counterparty will not fulfill the obligations;
• at the conclusion of the agreement, the Counterparty was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
• If due to the delay on the part of the Counterparty it can no longer be demanded from the Supplier that he will fulfill the agreement under the originally agreed conditions, the Supplier is entitled to dissolve the agreement.

2. Furthermore, the Supplier is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected of the Supplier.
3. If the agreement is dissolved, the Supplier’s claims against the Counterparty are immediately due and payable. If the Supplier suspends fulfillment of the obligations, he retains his claims under the law and the agreement.
4. If the Supplier proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs caused in any way.
5. If the dissolution is attributable to the Counterparty, the Supplier is entitled to compensation for the damage, including the costs, thereby directly and indirectly caused.
6. If the Counterparty fails to fulfill his obligations arising from the agreement and this non-compliance justifies dissolution, then the Supplier is entitled to terminate the agreement immediately and with direct effect without any obligation on his part to pay any damages or compensation, while the Counterparty, due to non-compliance, is obliged to pay damages or compensation.
7. If the agreement is prematurely terminated by the Supplier, the Supplier will, in consultation with the Counterparty, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Counterparty. If the transfer of the work incurs additional costs for the Supplier, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the specified period, unless the Supplier indicates otherwise.
8. In the event of liquidation, (application for) a suspension of payment or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Counterparty, of debt restructuring or any other circumstance whereby the Counterparty can no longer freely dispose of his assets, the Supplier is free to terminate the agreement immediately and with direct effect, without any obligation on his part to pay any compensation or indemnification. The Supplier’s claims against the Counterparty in that case are immediately due and payable.
9. If the Counterparty cancels an order in whole or in part, then the items ordered or prepared for that purpose, plus any supply, delivery, and execution costs thereof and the labor time reserved for the execution of the agreement, will be charged to the Counterparty in full.

Article 5. Force majeure

1. The Supplier is not obliged to fulfill any obligation towards the Counterparty if he is hindered due to a circumstance that is not due to fault, and not under the law, a legal act or generally accepted views for his account.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which the Supplier can exert no influence, but by which the Supplier is unable to fulfill his obligations. Strikes in the Supplier’s company or third parties included. The Supplier also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Supplier should have fulfilled his commitment.
3. The Supplier can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
4. Insofar as the Supplier has at the time of the occurrence of force majeure already partially fulfilled his obligations under the agreement or will be able to fulfill them, and the fulfilled respectively to be fulfilled part has independent value, the Supplier is entitled to invoice the part already fulfilled respectively to be fulfilled separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

1. Payment must be made within 7 days after the invoice date, in a manner to be specified by the Supplier in the currency in which the invoice was made, unless otherwise indicated in writing by the Supplier. The Supplier is entitled to invoice periodically.
2. If the Counterparty fails to pay an invoice on time, then the Counterparty is in default by operation of law. The Counterparty owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is owed. The interest on the due amount will be calculated from the time the Counterparty is in default until the moment of payment of the full amount owed.
3. The Supplier has the right to have the payments made by the Counterparty go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
4. The Supplier can, without being in default, refuse an offer of payment if the Counterparty designates a different order for the allocation of the payment. The Supplier can refuse full repayment of the principal sum if the outstanding and accrued interest and collection costs are not also paid.
5. The Counterparty is never entitled to set off the amount due to the Supplier.
6. Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty who does not appeal to section 6.5.3 (articles 231 to 247 book 6 BW) is also not entitled to suspend payment of an invoice for any other reason.
7. If the Counterparty is in default or in breach of fulfilling his obligations (in time), all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Counterparty. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice, according to the collection rate of the Dutch Bar Association. However, if the Supplier has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Counterparty. The Counterparty owes interest on the collection costs incurred.

Article 7. Retention of title

1. All goods delivered by the Supplier within the framework of the agreement remain the property of the Supplier until the Counterparty has properly fulfilled all obligations from the agreement(s) concluded with the Supplier.
2. The goods delivered by the Supplier that fall under the retention of title pursuant to paragraph 1 may not be resold and must never be used as a means of payment. The Counterparty is not authorized to pledge or in any way encumber the goods subject to retention of title.
3. The Counterparty must always do everything that can reasonably be expected of him to safeguard the property rights of the Supplier.
4. If third parties seize the goods delivered under retention of title or want to establish or assert rights thereon, then the Counterparty is obliged to inform the Supplier thereof as soon as may reasonably be expected.
5. The Counterparty 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 make the policy of this insurance available for inspection to the Supplier upon first request. In the event of a payment of the insurance, the Supplier is entitled to these penningen. As far as necessary, the Counterparty commits himself towards the Supplier in advance to cooperate with everything that may (appear to) be necessary or desirable in that context.
6. In the event that the Supplier wishes to exercise his property rights mentioned in this article, the Counterparty gives unconditional and irrevocable permission in advance to the Supplier and third parties designated by the Supplier to enter all those places where the Supplier’s properties are located and to take those goods back.

Article 8. Warranties, research and complaints, limitation period

1. The goods to be delivered by the Supplier meet the usual requirements and standards that can be reasonably set at the moment of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands. When used outside the Netherlands, the Counterparty must verify whether the use thereof is suitable for use there and meets the conditions set for it. In that case, the Supplier may set other warranty and other conditions regarding the goods to be delivered or work to be performed.
2. The warranty mentioned in paragraph 1 of this article applies for a period of 7 days after delivery, unless the nature of the delivered dictates otherwise or the parties have agreed otherwise. If the warranty provided by the Supplier concerns an item that was produced by a third party, then the warranty is limited to that provided by the producer of the item, unless otherwise indicated.
3. Any form of warranty will lapse if a defect has arisen as a result of or results from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Counterparty and / or by third parties when, without written permission from the Supplier, the Counterparty or third parties have made changes to the item or have attempted to make changes, other items were attached to it that should not be attached or if these were processed or treated in a manner other than prescribed. The Counterparty is also not entitled to a warranty if the defect arose due to or is the result of circumstances where the Supplier can exert no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.
4. The Counterparty is obliged to examine the delivered goods (to have them examined), immediately at the moment the things are made available to him respectively the respective works have been carried out. In addition, the Counterparty should investigate whether the quality and/or quantity of the delivered corresponds with what has been agreed and meets the requirements agreed upon by the parties. Any visible defects must be reported to the Supplier in writing within seven days after delivery. Any non-visible defects must be reported immediately, but in any case no later than fourteen days after discovery thereof, in writing to the Supplier. The report must contain a description of the defect that is as detailed as possible, so that the Supplier is able to respond adequately. The Counterparty must give the Supplier the opportunity to investigate a complaint.
5. If the Counterparty makes a timely complaint, this does not suspend his payment obligation. In that case, the Counterparty also remains obliged to purchase and pay for the otherwise ordered goods.
6. If it is established later that a defect or shortage is reported, then the Counterparty no longer has the right to repair, replacement or compensation.
7. If it is established that an item is defective and a timely complaint has been made in this regard, then the Supplier will replace the defective item within a reasonable period after receipt thereof or, if return is not reasonably possible, written notification regarding the defect by the Counterparty, at the discretion of the Supplier, either replace or ensure repair thereof or replacement compensation to the Counterparty. In the case of replacement, the Counterparty is obliged to return the replaced item to the Supplier and to provide ownership to the Supplier, unless the Supplier indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs incurred as a result, including the investigation costs, on the part of the Supplier, are entirely for the account of the Counterparty.
9. After the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out charges, will be charged to the Counterparty.
10. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against the Supplier and the third parties involved by the Supplier in the execution of an agreement is one year.

Article 9. Liability

1. If the Supplier should be liable, then this liability is limited to what is regulated in this provision.
2. The Supplier is not liable for damage, of any nature whatsoever, arisen because the Supplier assumed incorrect and / or incomplete information provided by or on behalf of the Counterparty.
3. If the Supplier should be liable for any damage, then the liability of the Supplier is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
4. The liability of the Supplier is in any case always limited to the amount of the payout of his insurer, if applicable.
5. The Supplier is only liable for direct damage.
6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of the Supplier comply with the agreement, insofar as these can be attributed to the Supplier, and reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
7. The Supplier is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the Supplier or his senior subordinates.

Article 10. Risk transition

1. The risk of loss, damage or depreciation passes to the Counterparty at the moment when goods are brought into the control of the Counterparty.

Article 11. Indemnification

1. The Counterparty indemnifies the Supplier against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to other than the Supplier.
2. If the Supplier should be addressed by third parties on that basis, then the Counterparty is obliged to assist the Supplier both outside and in law and immediately do everything that may be expected of him in that case. Should the Counterparty fail to take adequate measures, then the Supplier is entitled to do so without notice of default. All costs and damage on the part of the Supplier and third parties thereby arise, are for the account and risk of the Counterparty.

Article 12. Intellectual property

1. The Supplier reserves all rights and authorities that he is entitled to under the Copyright Act and other intellectual property laws and regulations. The Supplier has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is brought to the knowledge of third parties.

Article 13. Applicable law and disputes

1. All legal relationships to which the Supplier is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship has its residence there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the place of business of the Supplier has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, the Supplier has the right to submit the dispute to the court competent by law.
3. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 14. Location and amendment of terms

1. These conditions are provided at the conclusion of the agreement or making a quote/invoicing etc. to the Counterparty.
2. Always applicable is the last provided version or the version as it was valid at the time of the establishment of the legal relationship with the Supplier.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.