Filed on 08-11-2016 with the Chamber of Commerce

These General Terms and Conditions are applied by Hamat B.V., having its registered office in Genemuiden, 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 aimed at legal consequences in which Hamat B.V. is involved, as well as to all consequences thereof.

If these General Terms and Conditions apply to an agreement, they also apply to all subsequent agreements arising from that agreement.

The applicability of any purchasing or other conditions of the Counterparty is expressly rejected.
If one or more provisions of these General Terms and Conditions should at any time be wholly or partially null and void, or be annulled, the remaining provisions shall remain fully applicable.

Article 2 – Quotations and Offers

All quotations and offers of Hamat B.V. are without obligation and valid for a maximum period of 3 months, unless a different acceptance period is stated in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime.

Hamat B.V. cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping costs, unless otherwise indicated.

If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Hamat B.V. is not bound by it.

A composite quotation does not oblige Hamat B.V. to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 – Delivery Periods, Performance and Amendment of the Agreement

If a period has been agreed or specified for the delivery of certain goods, this shall never be a strict deadline. If a period is exceeded, the Counterparty must therefore give Hamat B.V. written notice of default. Hamat B.V. must then be granted a reasonable period of time to still perform the agreement.

If Hamat B.V. requires information from the Counterparty for the execution of the agreement, the execution period will not commence until the Counterparty has made such information available to Hamat B.V. correctly and completely.

Unless expressly agreed otherwise, delivery shall take place ex works (EXW) from Hamat B.V. The Counterparty is obliged to take delivery of the goods at the time they are made available to him. If the Counterparty refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, Hamat B.V. is entitled to store the goods at the expense and risk of the Counterparty.

Hamat B.V. has the right to have certain work performed by third parties.

If the Counterparty fails to properly fulfill its obligations towards Hamat B.V., the Counterparty shall be liable for all damages (including costs) incurred by Hamat B.V., directly or indirectly, as a result.

If Hamat B.V. agrees a fixed price with the Counterparty, Hamat B.V. is entitled at all times to increase this price without the Counterparty being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations, or is caused by an increase in the price of raw materials, wages, etc., or on other grounds which could not reasonably have been foreseen at the time the agreement was concluded.

If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and occurs within three months of the conclusion of the agreement, then only the Counterparty entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code shall be entitled to dissolve the agreement by written declaration, unless Hamat B.V. is then still willing to execute the agreement on the basis of the originally agreed conditions, or if the price increase results from a power or obligation resting on Hamat B.V. under the law, or if it has been stipulated that delivery will take place more than three months after purchase

Article 4 – Suspension, Dissolution and Interim Termination of the Agreement

Hamat B.V. is entitled to suspend the fulfillment of its obligations or to dissolve the agreement if:

– the Counterparty does not, not fully, or not timely fulfill its obligations under the agreement;
– after the conclusion of the agreement, circumstances that have come to the knowledge of Hamat B.V. give good reason to fear that the Counterparty will not fulfill its obligations;
– upon conclusion of the agreement the Counterparty was requested to provide security for the fulfillment of its obligations under the agreement and such security is not provided or is insufficient;
– due to delay on the part of the Counterparty, Hamat B.V. can no longer be expected to perform the agreement under the originally agreed conditions.

Furthermore, Hamat B.V. is entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible, or if other circumstances occur which are of such a nature that the unchanged maintenance of the agreement cannot reasonably be required of Hamat B.V.

If the agreement is dissolved, the claims of Hamat B.V. against the Counterparty become immediately due and payable. If Hamat B.V. suspends the fulfillment of its obligations, it retains its rights under the law and the agreement.

If Hamat B.V. proceeds to suspension or dissolution, it shall in no way be obliged to compensate damages and costs incurred in any way.

If Hamat B.V. proceeds to suspension or dissolution, it is entitled to set off outstanding claims, including related costs and statutory interest, against each other.

If the dissolution is attributable to the Counterparty, Hamat B.V. is entitled to compensation for the damage it suffers, including costs and expenses.

In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment – if and insofar as the attachment is not lifted within three months – against the Counterparty, debt restructuring or any other circumstance as a result of which the Counterparty can no longer freely dispose of its assets, Hamat B.V. is free to cancel the agreement with immediate effect, without any obligation to pay damages or compensation. The claims of Hamat B.V. against the Counterparty are in that case immediately due and payable.

If the Counterparty cancels a placed order in whole or in part, the goods ordered or prepared for this purpose, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Counterparty.

Article 5 – Force Majeure

Hamat B.V. is not obliged to fulfill any obligation towards the Counterparty if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not accountable to it by virtue of law, a legal act, or generally accepted standards.

Force majeure in these General Terms and Conditions shall mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, beyond the control of Hamat B.V., which prevent Hamat B.V. from fulfilling its obligations. This includes strikes in the company of Hamat B.V. or third parties.

Hamat B.V. is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Hamat B.V. should have fulfilled its obligation.

Hamat B.V. may suspend its obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to dissolve the agreement, without any obligation to pay damages to the other party.

Insofar as Hamat B.V. has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Hamat B.V. is entitled to invoice the fulfilled or to be fulfilled part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 6 – Payment and Collection Costs

Payment must be made within 30 days of the invoice date, in a manner indicated by Hamat B.V. and in the currency in which it is invoiced, unless otherwise agreed in writing by Hamat B.V. Hamat B.V. is entitled to invoice periodically.

If the Counterparty fails to pay an invoice on time, the Counterparty shall be in default by operation of law. The Counterparty shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest shall be due. The interest on the due amount will be calculated from the moment the Counterparty is in default until the moment of full payment of the amount due.

Hamat B.V. has the right to apply payments made by the Counterparty first to reduce costs, then to reduce accrued interest, and finally to reduce the principal and ongoing interest.

Hamat B.V. may refuse an offer of payment without being in default if the Counterparty designates a different allocation sequence. Hamat B.V. may refuse full repayment of the principal amount if not also the accrued and ongoing interest and collection costs are paid.

The Counterparty is never entitled to set off any amount it owes to Hamat B.V.

Objections to the amount of an invoice do not suspend the payment obligation. The Counterparty not entitled to rely on Section 6.5.3 (Articles 231 through 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Counterparty is in default or breach of fulfilling its obligations (on time), all reasonable costs incurred to obtain payment out of court shall be borne by the Counterparty. Extrajudicial collection costs will be calculated on the basis of what is customary in Dutch collection practice. Actual costs incurred will also be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Counterparty. The Counterparty shall also owe interest on the collection costs due.

Article 7 – Ownership of Documents, Models, Designs etc.

The risk of loss, damage, or depreciation passes to the Counterparty at the moment goods are delivered into the power of the Counterparty.

All goods delivered by Hamat B.V. under the agreement remain the property of Hamat B.V. until the Counterparty has duly fulfilled all obligations arising from the agreement(s) concluded with Hamat B.V.

Displays provided by Hamat B.V. to the Counterparty on loan are intended solely for use in connection with the products supplied by Hamat B.V. and may be reclaimed by it at any time.

Goods delivered by Hamat B.V. which fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or otherwise encumber goods subject to retention of title.

The Counterparty must always do everything that can reasonably be expected to safeguard the ownership rights of Hamat B.V.

If third parties seize the goods delivered under retention of title, or wish to establish or assert rights over them, the Counterparty is obliged to immediately inform Hamat B.V. thereof.

The Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage, and theft, for the benefit of Hamat B.V.

If the agreement relates to work performed on goods owned by third parties, Hamat B.V. may exercise a right of retention on the goods for as long as the Counterparty has not fully paid the invoices for the work and all other claims (including compensation for damage, interest, and costs) arising from the contractual relationship with Hamat B.V.

Article 8 – Warranties, Inspection and Complaints, Limitation Period

The goods to be delivered by Hamat B.V. shall meet the usual requirements and standards that can reasonably be set at the time of delivery. The warranty mentioned in this article applies for a period of 6 months after delivery.

Any form of warranty lapses if a defect has arisen from or as a result of circumstances over which Hamat B.V. has no influence, or when the goods have been delivered by the Counterparty to a third party or processed.

The Counterparty is obliged to examine (or have examined) the delivered goods for quality and quantity immediately at the moment the goods are made available to him. Defects must be reported in writing to Hamat B.V. within eight days of delivery. If the aforementioned period has expired and the Counterparty has not responded in writing, the Counterparty shall have no rights whatsoever in respect of repair, replacement, or compensation.

The Counterparty must always allow Hamat B.V. the opportunity to investigate (or have investigated) a complaint.

Deviations in prints, texture and color differences of delivered goods are not covered by the warranty mentioned in this article. The same applies to differences in weight and size of the delivered goods.

If it is established that a product is defective and a complaint has been made in time, Hamat B.V. shall, within a reasonable period of time and at its discretion, either replace the defective product or ensure its repair.

If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs, incurred on the part of Hamat B.V., shall be borne entirely by the Counterparty.

After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out charges, shall be charged to the Counterparty.

In deviation from the statutory limitation periods, the limitation period for all claims and defenses against Hamat B.V. and the third parties involved by Hamat B.V. in the execution of an agreement is one year.

Article 9 – Liability

If Hamat B.V. should be liable, such liability is limited to what is stipulated in this provision.

Hamat B.V. is not liable for damage of any kind resulting from the fact that Hamat B.V. relied on incorrect and/or incomplete information provided by or on behalf of the Counterparty.

If Hamat B.V. should be liable for any damage, the liability of Hamat B.V. is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

Hamat B.V. is only liable for direct damage.

Direct damage shall exclusively mean the reasonable costs of determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these terms and conditions, the reasonable costs incurred to ensure that the defective performance of Hamat B.V. complies with the agreement, insofar as such can be attributed to Hamat B.V., 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.

Hamat B.V. is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

Hamat B.V. is never liable for damage to goods entrusted to it for safekeeping, processing or otherwise. The Counterparty undertakes to insure and keep insured such entrusted goods against fire, explosion and water damage, and theft.

The Counterparty indemnifies Hamat B.V. against claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to others than Hamat B.V.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Hamat B.V. or its managerial subordinates.

Article 10 – Intellectual Property

Hamat B.V. reserves all rights and powers to which it is entitled under intellectual property laws and regulations.

Hamat B.V. has the right to also use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is disclosed to third parties.

Article 11 – Applicable Law and Disputes

All legal relationships to which Hamat B.V. is a party shall be governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad, or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

All disputes arising from a legal relationship to which these terms and conditions apply in whole or in part shall be settled by the competent court in the Netherlands.