General Terms and Conditions – Hamat B.V.
Filed on 08-11-2016 with the Chamber of Commerce

These General Terms and Conditions are used by Hamat B.V.,
a private limited company based in Genemuiden, and registered with the Chamber of Commerce under number 50141708.
Article 1 – General
These General Terms and Conditions apply to all offers, agreements, and other legal acts with legal consequences involving Hamat B.V., as well as to all resulting consequences.

If these General Terms and Conditions apply to an agreement, they shall also apply to all resulting agreements.

The applicability of any purchase or other terms of the Counterparty is explicitly rejected.
If one or more provisions in these general terms and conditions are at any time wholly or partially void or annulled, the remaining provisions shall remain fully applicable.
Article 2 – Quotations and Offers
All quotations and offers by Hamat B.V. are without obligation and valid for a maximum of 3 months, unless a different acceptance period is stated in the offer. A quotation or offer expires if the product in question is no longer available.

Hamat B.V. is not bound by its quotations or offers if the Counterparty can reasonably understand that they contain an obvious error or mistake.

Prices listed in a quotation or offer are exclusive of VAT and other government levies, as well as shipping or other costs, unless otherwise indicated.

If the acceptance deviates from the offer, Hamat B.V. is not bound by it.

A composite quotation does not oblige Hamat B.V. to execute part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 – Delivery Terms, Execution, and Modification of Agreement
Agreed delivery periods are not strict deadlines. The Counterparty must give written notice of default before Hamat B.V. is in breach.

Execution starts only after all necessary information has been correctly provided by the Counterparty.

Unless otherwise agreed, delivery is ex works Hamat B.V. The Counterparty must accept the goods upon availability. Refusal or failure to provide information allows Hamat B.V. to store the goods at the Counterparty’s expense and risk.

Hamat B.V. may have work performed by third parties.

If the Counterparty defaults, it is liable for all direct and indirect damage and costs.

If a fixed price was agreed, Hamat B.V. may increase it due to legal obligations or cost increases.

If such a price increase exceeds 10% within 3 months, the Counterparty may cancel the agreement, except in specified cases.
Article 4 – Suspension, Termination, and Interim Cancellation
Hamat B.V. may suspend or terminate the agreement if:
– the Counterparty fails to fulfill obligations;
– circumstances suggest that the Counterparty will not fulfill obligations;
– the Counterparty fails to provide requested security;
– delay by the Counterparty makes fulfillment unreasonable.

Hamat B.V. may terminate if circumstances make performance impossible.

Upon termination, Hamat B.V.’s claims are immediately due. Hamat B.V. is not liable for resulting damages.

Insolvency, suspension of payments, or seizure allows Hamat B.V. to cancel immediately.

If the Counterparty cancels an order, all costs and reserved time will be charged.
Article 5 – Force Majeure
Hamat B.V. is not liable if prevented by force majeure – circumstances beyond its control.

This includes strikes and external disruptions.

Hamat B.V. may suspend obligations during force majeure. If it lasts more than two months, either party may terminate the agreement.

If partial performance has independent value, Hamat B.V. may invoice separately, and the Counterparty must pay.
Article 6 – Payment and Collection Costs
Payment must be made within 30 days of invoice date unless otherwise agreed.

If overdue, the Counterparty owes 1% interest per month or the statutory rate.

Payments apply first to costs, then interest, then principal.

Hamat B.V. may refuse partial payment unless all due amounts are paid.

The Counterparty may not offset or suspend payments.

Objections do not suspend payment obligations.

Collection costs and legal fees will be fully charged to the Counterparty, including interest on these costs.
Article 7 – Ownership of Documents, Models, Designs, etc.
Risk transfers to the Counterparty upon delivery.

Delivered goods remain property of Hamat B.V. until full payment is received.

Displays lent by Hamat B.V. are for use with its products and may be reclaimed at any time.

Goods under retention of title may not be resold, pledged, or otherwise encumbered.

The Counterparty must protect Hamat B.V.’s ownership rights and insure the goods.

Hamat B.V. may exercise retention rights on third-party goods worked on, until payment is complete.
Article 8 – Warranties, Inspection, Complaints, Limitation Period
Goods comply with standard requirements and carry a 6-month warranty.

Warranty void if defects are due to third-party use or external causes.

Complaints must be submitted in writing within 8 days of delivery.

Hamat B.V. must be allowed to inspect complaints.

Deviations in print, color, weight, or texture are not covered by warranty.

Valid complaints will result in repair or replacement at Hamat B.V.’s discretion.

Unjustified complaints incur investigation costs for the Counterparty.

All claims expire one year after delivery.
Article 9 – Liability
Hamat B.V. is not liable for damage due to incorrect or incomplete information from the Counterparty.

Liability is limited to the invoice value of the relevant order.

Hamat B.V. is only liable for direct damage, defined as:
– reasonable determination costs,
– reasonable repair costs if attributable,
– reasonable damage prevention costs.

No liability for indirect or consequential damage.

The Counterparty must insure any entrusted goods.

The Counterparty indemnifies Hamat B.V. against third-party claims, except in cases of intent or gross negligence.
Article 10 – Intellectual Property
Hamat B.V. retains all rights under intellectual property laws.

Knowledge gained during contract execution may be used elsewhere, provided confidential information is not disclosed.
Article 11 – Applicable Law and Disputes
All legal relationships with Hamat B.V. are governed by Dutch law.

The Vienna Sales Convention does not apply.

Disputes will be submitted to the competent court in the Netherlands.