General Terms and Conditions of Sale

ARTICLE 1 APPLICABILITY

1. These terms and conditions apply to all agreements and quotations issued by the contractor, regardless of whether the contract was obtained through a tender process or by other means.
2. The CBM member using these terms and conditions is referred to as the contractor. The other party is referred to as the client.
3. The general (tender) terms and conditions used by the client do not apply, unless they have been expressly accepted in writing by the contractor.

ARTICLE 2 QUOTATIONS

1. All quoted prices are net, excluding sales tax, and are based on performance during normal working hours. A quotation is binding on the contractor only if this is expressly stated in writing. A quotation that is binding on the contractor pursuant to the provisions herein expires 30 days after the quotation date.
2. If the client provides the contractor with data, drawings, and the like, the contractor may assume these are accurate and complete and will base its quotation on them.
3. The contractor has the right to pass on to the client any increases in wages, raw material prices, transportation costs, exchange rates, insurance premiums, and government levies (in particular taxes) for those works and/or the installation of (parts of) equipment that, at the time such increases take effect, are still to be performed and/or delivered by the contractor.
4. The contractor reserves the right to make minor changes to the design, provided that this does not result in a substantial change to the work. Subject to the provisions of paragraph 3 of this article, the quoted prices are fixed for the duration of the work, unless indexation has been agreed upon. If indexation has been agreed upon, it shall be based on the price index for domestic production published by Statistics Netherlands (CBS), unless otherwise agreed.

ARTICLE 3 INTELLECTUAL PROPERTY RIGHTS

1. Unless otherwise agreed in writing, the contractor retains the copyrights and all other intellectual property rights to the designs, images, drawings, sketches, and/or quotations provided by him.
2. Without the Contractor’s written consent, the drawings, designs, images, sketches, and/or quotations provided by the Contractor may not be copied, shown to third parties, or used in any other manner.
3. The drawings, designs, images, sketches, and/or quotations provided by the contractor must be returned to the contractor immediately if no contract is awarded to the contractor.
4. If the client acts in violation of the provisions of paragraphs 2 and 3 of this article, the client shall owe a penalty of ten percent of the quoted amount. Payment of this penalty does not transfer ownership or copyright.

ARTICLE 4 CONFIRMATION OF THE ASSIGNMENT

1. The agreement between the contractor and the client shall be confirmed in writing by the contractor, and such confirmation shall serve as conclusive evidence.
2. Amendments to the agreement and deviations from these General Terms and Conditions shall only be valid if agreed upon in writing between the contractor and the client.

ARTICLE 5 SCOPE OF THE WORK

1. The Client must ensure that all permits, exemptions, and other authorizations necessary to perform the work are obtained in a timely manner. The Client is obligated to send the Contractor a copy of the aforementioned documents upon the Contractor’s first request, unless otherwise agreed in writing.
2. Unless otherwise agreed in writing, the price of the work does not include:
   a) The costs of earthwork, pile driving, excavation, demolition, foundation work, masonry, carpentry, plastering, painting, wallpapering, repair, or other construction work of any kind;
   b) The costs of connecting gas, water, electricity, or other infrastructure facilities;
   c) The costs of preventing or limiting damage to items present on or near the site;
   d) The costs of removing materials, building materials, or waste.

ARTICLE 6 ADDITIONAL AND REDUCED WORK

1. All changes to the agreement shall be settled as additional work if they result in higher costs, and as reduced work if they result in lower costs.
2. Additional and reduced work shall be settled in accordance with the principles of equity, irrespective of the obligation to pay the principal sum.

ARTICLE 7 EXECUTION OF THE WORK

1. Unless otherwise agreed in writing, the client is obligated, on pain of compensation for damages and costs, to ensure:
   a) that the location where the items, materials, and/or tools to be installed are to be stored or where delivery is to take place is such that damage, in any form and by any means whatsoever, or theft cannot occur;
   b) that access to the location where delivery and/or installation is to take place is unimpeded and adequate, and that all necessary cooperation is provided to enable smooth delivery, installation, and/or completion;
   c) that, if a hoist, lift, or other means of transport must be used, it will be made available, operated by, and at the expense of the client. The equipment to be used must comply with the government regulations in effect at the time of use. Any damage incurred in this regard shall be at the client’s expense, unless it is established that the contractor is at fault;
   d) that (sub)floors are free of lime, cement, and dirt residues and loose parts and, if necessary, unless otherwise agreed in writing, are completely flat and level and are provided in a swept-clean condition;
   e) that the space in which work is to be performed is provided with electricity, adequate ventilation, water, and, if necessary, heating;
   f) that, if others are also to perform work in the space in question, those others and the contractor may perform their work unimpeded during simultaneous execution;
   g) that, in the case of renovation work and/or interior refurbishment, the business premises are closed to the public during the performance of the work.

ARTICLE 8 DELIVERY TIME

1. The delivery period commences as soon as the agreement has been concluded and the contractor is in possession of all information necessary for the commencement of the work. The client must inform the contractor in a timely manner of all information and decisions necessary for the progress of the work.
2. The specified delivery times are not to be regarded as strict deadlines. Merely exceeding this deadline does not automatically place the contractor in default, and the client cannot proceed to terminate the agreement. The contractor must first be given notice of default.

ARTICLE 9 RISK AND STORAGE

1. Unless otherwise agreed in writing, the risk of the goods, materials, and work performed passes to the client from the moment they are delivered to the destination or from the moment the work commences.
2. If, through no fault of the contractor, delivery cannot take place on time, the goods will be stored at the client’s expense and risk.
3. If any payment term is exceeded, the contractor has the right to store the goods at the client’s expense and risk and to postpone the first delivery until all overdue amounts have been paid.

ARTICLE 10 RETENTION OF TITLE AND SILENT LIEN

1. All goods delivered to or at the work site remain the property of the contractor until the client has fully fulfilled its payment obligations, including those for additional work, extra costs, and interim price increases.
2. In addition, the items are delivered subject to a silent lien in favor of the contractor. The client undertakes to cooperate with the legal registration requirements of the silent lien as soon as the contractor requests it.
3. These liens serve as additional security for the payment of all amounts owed to the contractor by the client for any reason whatsoever.
4. The Client must immediately notify the Contractor of any intervention by third parties. Costs and/or losses arising from failure to provide immediate notification shall be borne by the Client.

ARTICLE 11 PAYMENT

1. Unless the parties agree otherwise in writing, the following payment schedule applies:
   30% upon order,
   30% upon commencement of work,
   30% upon commencement of installation, and
   10% upon completion of installation or upon commencement of use before installation is completed.
2. With the fourth payment, the client may withhold 5% of the principal amount as security for the warranty referred to in Article 16, paragraph 1, and for any minor issues upon completion. This withheld amount becomes due and payable as soon as the contractor has fulfilled the aforementioned warranty obligation.
3. If the execution of the contract is delayed at the client’s request, or because the client fails to fulfill its obligations in a timely manner or fails to enable the contractor to complete the work in a timely manner, or to perform the work required for that purpose, the contractor shall be entitled to demand payment of the installments not yet paid on the dates on which these installments would have become due under normal execution of the contract. If, as a result of the delay, the contractor must store completed items, the contractor is entitled to charge storage costs.
4. If the client fails to pay within 14 days of the due date, the client shall be in default without the need for a notice of default.
5. From the due date, the client shall owe interest at a rate of 1% of the invoice amount for each month or part thereof by which the due date is exceeded.
6. By the mere conclusion of the agreement, the client is obligated to reimburse the extrajudicial collection costs, including administrative costs and the costs of legal assistance and advice prior to the proceedings. The extrajudicial collection costs are calculated as follows:

The extrajudicial collection costs amount to a minimum of €40

ARTICLE 12 RESPONSIBILITY FOR THE WORK

1. The contractor is responsible for the proper execution of the work.
2. The contractor accepts no responsibility for a design developed by the client or third parties, including the specification of the given dimensions and materials.
3. In the case referred to in paragraph 2, the contractor is only responsible for proper installation and guarantees the soundness of the materials. However, this does not apply if the client or third parties have prescribed a specific brand or treatment of materials.
4. If the client transfers responsibility for the design to the contractor, this must be expressly agreed upon in writing.
5. If the client provides materials or parts for further processing or installation, the contractor is responsible for their correct processing and installation, but never for the materials or parts themselves.

ARTICLE 13 LIMITATION OF LIABILITY

1. The contractor’s liability for damage caused by defects in the delivered goods is limited to the net invoice amount of the delivered goods.
2. The contractor is not liable for indirect damage, including damage to third parties or loss of profit.
3. The contractor is not liable for damage related to (the unsuitability of) constructions or materials prescribed by the client or to materials or work components supplied by the client or by third parties on the client’s behalf.
4. In the case referred to in paragraph 3, the client shall fully indemnify the contractor against all claims for compensation for damage by the contractor’s personnel and/or third parties, including damage arising from or resulting from product liability.

ARTICLE 14 TERMINATION

1. If the client fails to fulfill, or fails to fulfill in a timely or proper manner, the obligations arising for him from any agreement concluded with the contractor, as well as in the event of
   the client’s bankruptcy or suspension of payments, or in the event of the cessation or liquidation of his business, he shall be deemed to be in default by operation of law without any notice of default being required. The contractor is then entitled to terminate the agreements existing between it and the client, insofar as these have not yet been performed, without judicial intervention, and to claim payment from the client for work already performed and/or deliveries made, as well as compensation for damages, costs, and interest caused by the client’s breach of contract and the termination of the agreement, including the contractor’s lost profits.
2. In the cases referred to in paragraph 1, any claim that the contractor has against the client shall be immediately due and payable.

ARTICLE 15 NON-ATTRIBUTABLE FAILURE

1. A non-attributable failure is understood to mean circumstances that could not have been foreseen by the contractor and that are beyond its control.
2. The contractor has the right to suspend the performance of its obligations if it is temporarily prevented from fulfilling its obligations due to a non-attributable failure.
3. A non-attributable failure includes, among other things, the circumstance that the Contractor’s suppliers and/or subcontractors fail to fulfill their obligations or fail to do so in a timely manner, weather, earthquakes, fire, loss or theft of tools, loss of materials to be processed, roadblocks, strikes or work stoppages, and import or trade restrictions.
4. The contractor is no longer entitled to suspend performance if the temporary impossibility of performance has lasted for more than six months. The agreement may only be terminated after the expiration of this period and exclusively with respect to that part of the obligations that has not yet been fulfilled. In that case, the parties are not entitled to compensation for any damage suffered or to be suffered as a result of the termination.

ARTICLE 16 WARRANTY

1. The Contractor guarantees the proper performance of the agreed work for a period of three months following delivery. For defects that, by their nature, can only be discovered after a longer period of time, a warranty period of one year following the initial delivery applies.
2. The Client may only invoke the warranty after it has fulfilled all its obligations toward the Contractor.
3. If partial delivery of the work takes place, the warranty periods begin upon delivery of these parts.
4. The warranty applies only under normal use and only under normal conditions. This includes, among other things: ensuring sufficient humidity in the atmosphere, not exposing the work to excessive humidity or dryness, cold, heat, etc.
5. No warranty applies:
   a) To defects that have already been repaired by third parties.
   b) To materials and constructions specified by the client or third parties.
   c) To glass, discoloration of wood, and minor color variations in wood and other materials.
   d) To normal wear and tear.
   e) To improper use.

ARTICLE 17 CLAIMS

The client may no longer invoke a defect in the performance of the agreement if he has not submitted a written complaint to the contractor within 7 days after he discovered the defect or reasonably should have discovered it, including a clear description of the defect found.

ARTICLE 18 DISPUTES

1. All offers, agreements, and their performance are governed exclusively by Dutch law.
2. All disputes, insofar as they exceed the jurisdiction of the subdistrict court, shall be settled by the District Court in the district where the contractor is established.

ARTICLE 19 FINAL PROVISION

These general terms and conditions for quotations, delivery, and payment may be cited as “General Terms and Conditions for Quotations, Delivery, and Payment of the Interior Construction Division of Koninklijke CBM,” filed with the clerk of the District Court of North Holland in Haarlem on September 4, 2018, under number 39/2018.