General conditions

Article 1 definitions:

In these General Terms and Conditions of Trade the following terms shall have the following meanings:

1. Supplier: Louter BV established in Schagen and/or its affiliated companies.
2. Buyer: any buyer and/or client of Supplier

Article 2 applicability:

1. All agreements entered into by and offers made by Supplier are exclusively subject to the following terms and conditions.
2. Unless expressly agreed otherwise in writing, the following conditions apply to agreements concluded by Supplier or via Supplier's representatives. Any conflicting purchasing conditions of Buyer are hereby expressly excluded.
3. If one or more provisions in these terms and conditions are null and void or are annulled, the other provisions of these terms and conditions shall remain fully applicable. Supplier and Buyer shall then enter into consultations in order to agree on new provisions to replace the null and/or annulled provisions, whereby the purpose and scope of the original provision shall be taken into account as much as possible.

Article 3 offers:

1. All offers and price quotations made by Supplier are without obligation. A (purchase) agreement is only concluded after Supplier has accepted an order or assignment in writing.
2. Supplier is not liable for errors in – and deviations from – images, drawings and statements of sizes and weights, occurring in price lists and/or brochures and/or in offers and/or order confirmations.
3. The images, drawings, diagrams, price lists, quotations, etc. provided by Supplier shall remain the property of Supplier. Copying and/or taking over thereof, either in whole or in part, is not permitted without the written permission of Supplier, and third parties may not be given access to them. The same applies to the technical data provided by Supplier.

Article 4 Complaints:

1. Without prejudice to the provisions of Article 5, Supplier is not obliged to consider complaints that reach it more than fourteen days after the invoice date or after the date of receipt of the goods or services by Buyer. This term is a limitation period.
2. An advertisement may not include previously delivered goods or goods and/or services yet to be delivered, even if those goods or services have been or will be delivered in execution of the same (purchase) agreement.

Article 5 Warranty:

1. Supplier guarantees the delivered goods in accordance with the warranty provisions of the relevant manufacturer. In the absence of such warranty provisions, Supplier guarantees new goods for a period of twelve months and used goods for a period of three months, all in accordance with the provisions of this article. For goods intended for consumption, including raw materials and/or auxiliary materials to be processed, Supplier does not provide any guarantee, nor does Supplier accept any liability. By the expiry of the warranty period, any obligation to indemnify, any liability and any obligation of Supplier towards Buyer ends.
2. If a technician is required for a repair under warranty, the costs of the technician will be borne by the Supplier.
3. Should Buyer, during the warranty period, carry out any repairs or changes itself or have them carried out by others without prior permission from Supplier, or fail to meet its payment obligations, Supplier shall not be bound by any warranty obligation. Buyer shall not be entitled to refuse payment on the grounds that Supplier has not, not yet or not fully complied with its warranty provisions.
4. With regard to repair or overhaul work (services) carried out by the Supplier, unless expressly agreed otherwise, a guarantee is only given on the soundness of the materials used in the execution of this work.
5. Subject to the restrictions set out in this article, Supplier guarantees the soundness of the delivered goods and the quality of the materials used and/or delivered for them, to the extent that all defects in the delivered goods which the Buyer proves to have arisen exclusively as a direct result of an incorrectness in the construction designed by Supplier or as a result of defective workmanship or use of poor materials within the warranty period, will be repaired free of charge.

1. Supplier is only liable for damage suffered by Buyer as a result of intent or deliberate recklessness.
2. Supplier shall never be liable for business damage suffered by Buyer as a result of disruption of the company, loss of orders, loss of profit, personal accidents, however caused or arisen. Should liability of Supplier nevertheless be established and Supplier be held liable for damages, then the compensation by Supplier shall never be higher than the invoice value (excluding VAT) of the relevant delivered goods and/or services.
3. Supplier shall never be liable for damage suffered by Buyer due to actions of third parties engaged by Supplier. Should liability of Supplier nevertheless be established and Supplier be held liable for damages, the compensation shall never be higher than the amount reimbursed to Supplier by the third party, or never higher than the invoice value (excluding VAT) of the relevant delivered goods and/or services.
4. Supplier is not bound to any guarantee with regard to defects in the delivered goods that are caused by Buyer as a result of intent, gross negligence or gross negligence, including in any case incorrect use of the delivered goods, and/or incorrect information provided by Buyer prior to and/or during delivery, or with regard to any damage resulting from this. Supplier is also not liable for damage that occurs as a result of improper or incorrect use of the delivered goods and/or incorrect information provided by Buyer.

Article 6 Delivery and retention of title:

1. Delivery times are only given approximately. Exceeding agreed delivery times or installation periods by less than two months never gives the Buyer the right to terminate the agreement and/or claim compensation. Exceeding the said period by more than two months gives the Buyer the right to put the Supplier in default by registered letter, with a demand to still arrange the delivery or installation within ten working days. After the aforementioned ten working days have elapsed, the Supplier will be in default. In the event of the Supplier being in default without a legally valid appeal to force majeure, because the Supplier cannot still deliver within the set periods, the Buyer has the right to terminate the agreement in writing after the latter period of ten working days has elapsed. In that case, the Supplier is not obliged to pay any compensation. Termination will not take place if the Buyer still gives the Supplier a further period to fulfil its delivery obligations and this period is explicitly accepted by the Supplier.
2. Unless otherwise agreed, deliveries are made free of charge to Buyer's company, ground floor, excluding internal transport.
3. The goods travel at the Supplier's risk.
4. All items delivered by the Supplier remain its unconditional property until such time as the Buyer has fully met all payment obligations towards the Supplier, including those arising under an agreement other than the agreement for the purchase and delivery of the delivered item.
5. As long as the ownership of the delivered goods has not been transferred to the Buyer, the Buyer may not sell, pledge or grant any other right to the goods delivered by the Supplier to a third party.

Article 7 force majeure:

1. Force majeure is understood to mean: Any circumstance or event beyond the control of Supplier that permanently or temporarily prevents compliance with the agreement. Force majeure is understood to mean in any case, but not exclusively, the failure or untimely delivery of the ordered items and/or parts by a supplier of Supplier to Supplier for whatever reason, strikes and/or illness in the company of Supplier and/or the company of a supplier, natural disasters, theft and/or loss of items intended for the Buyer, government measures, as well as all other causes that prevent Supplier from fulfilling its delivery obligations to Buyer beyond its control.

1. Where such circumstances prevent the delivery of the goods sold or the services provided, Supplier shall have the right to:
   1. To suspend the performance of the agreement for a period not exceeding six months, starting from the date on which the force majeure occurred.
   2. Instead of suspending the agreement, to terminate it or to terminate the agreement within or after the aforementioned period of 6 months by means of a written statement to be issued by it, without Supplier being obliged to compensate Buyer for any damages suffered as a result of the non-compliance.

Article 8 prices:

1. Price quotes are always based on the cost price applicable at the time of the offer and are exclusive of VAT. The price quotes are valid for 30 days after the quotation date, unless expressly stated otherwise. If the cost price changes before the conclusion of the agreement or after 90 days thereafter (for example due to changes in taxes, excise duties, import duties, wages, purchase prices to be paid by the Supplier, etc.), the Supplier is entitled to pass on these changes to the Buyer.
2. Costs incurred because the Buyer has failed to make the agreement possible and/or because circumstances arise that are attributable to the Buyer, or at least should be for his account and risk, including, but not limited to, the provision of incorrect information, as a result of which costs have been incurred by the Supplier, will be charged to the Buyer in accordance with the Supplier's usual rates.

Article 9 assembly/installation:

All facilities and/or provisions necessary for the installation of the items to be assembled and/or the correct functioning of the items in assembled condition, are at the expense and risk of the Buyer and fall outside the responsibility of the Supplier. The Buyer is obliged to ensure that all preparations for the connection of installations to be supplied by the Supplier are present. Additional work and/or delays in the work of the Supplier or its employees will be charged to the Buyer in accordance with the usual rates charged by the Supplier.

Article 10 payment:

1. Payment must be made within 14 days of the invoice date, unless expressly agreed otherwise in writing.
2. In the absence of full payment within the aforementioned period of 30 days, Buyer shall owe Supplier interest of 10% of the invoice amount per month for each month, without any further notice or notice of default being required.

- including a part of a month - that has elapsed after the claim became due and payable.

1. In the event of non-payment within the term referred to in Article 10.1, Supplier shall have the right to outsource the claim on Buyer for collection. If and to the extent that Buyer has not yet paid the principal sum in full, possibly increased by the contractual interest, after a reminder to pay by Supplier, Supplier shall have the right to increase the amount owed by Buyer with collection costs. The extrajudicial collection costs are set at 15% of the total principal sum owed with a minimum of €500.00, without prejudice to the VAT due on these costs.
2. Furthermore, all other costs that may fall under the collection of the claims, both in and out of court, including the costs of bailiffs, agents, collection agencies and lawyers, shall be borne by the Buyer. All payments by the Buyer shall always first be used to pay the costs owed, then to pay the accrued interest and finally to pay the claims under the agreement.

1. Supplier reserves the right to request a down payment of 20% of the principal sum at any time, as stated in the quotation, before proceeding to execute the agreement. The down payment will be settled in due course with the final invoices and therefore not with interim invoices.

Article 11 Default of the Buyer:

1. In the event of bankruptcy, suspension of payment or application of the debt restructuring scheme of or to the Buyer or an application therefor, all claims of the Supplier on the Buyer, for whatever reason, shall be immediately due and payable.
2. In the cases referred to in Article 11.1 or in the event of seizure of one or more assets of the Buyer and/or if Supplier has a well-founded fear for any other reason that the Buyer is or will be unable to meet its obligations towards the Supplier, including failure to pay on time, the Supplier shall have the right to suspend the (purchase) agreement, or the part thereof not yet performed, at its discretion, or to terminate the agreement in whole or in part, without any judicial intervention being required and to reclaim the transferred goods as its property, without prejudice to its right to compensation for the costs, damages and interest actually incurred by it.
3. The Buyer is obliged to immediately notify the Supplier in writing of any seizure of any item to which the Supplier reserves the right of ownership.
4. If the agreement is terminated by Supplier, rightly or wrongly, in whole or in part, or if Supplier invokes suspension, Buyer is not entitled to compensation in any way or refund, nor is Supplier bound to any guarantee towards Buyer. If Supplier invokes suspension, this applies to all agreements that apply between Supplier and Buyer, including any maintenance agreements. If Buyer suffers damage due to the failure to perform maintenance work on time, because Supplier has invoked suspension, Supplier is not liable for the damage that Buyer suffers as a result.
5. Buyer is obliged to fully cooperate at the first request of Supplier in the delivery or return to Supplier of the goods delivered by Supplier (under retention of title). By accepting these General Terms and Conditions, Buyer has given Supplier (and third parties to be designated by it) permission in advance and unconditionally to enter all places where Supplier's property is (could be) located.
6. In the event of non-compliance with any of its obligations under the agreement concluded with the Supplier, the Buyer shall be in default by the mere expiry of any agreed term, without any notice of default being required.
7. A complaint does not suspend the Buyer's payment obligations.
8. The Buyer is never entitled to claim compensation, suspension and/or settlement from the Supplier with any claim whatsoever, unless this has been agreed in writing.

Article 12 Disputes:

1. The agreement and these conditions are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. All disputes arising from or in connection with any agreement between Supplier and Buyer shall be submitted for settlement to the court of Alkmaar, which shall be declared exclusively competent. If and to the extent that a dispute falls within the absolute competence of the subdistrict sector of the Court according to the Code of Civil Procedure, only the competent subdistrict court judge shall be able to hear the dispute.

‍