General Terms and Conditions

1. Definitions.
In these General Terms and Conditions, the term user is understood to mean: Tierlantijn B.V. (trading under the brand Frezoli Lighting by Tierlantijn), having its registered office and principal place of business at De Waterman 12 in Rijsbergen, the Netherlands.
Other Party: the other party or the potential other party of Tierlantijn acting in the exercise of a profession or business.

2. Applicability of these terms and conditions.
These terms and conditions apply to every offer and every agreement between the user and the other party to which the user has declared these terms and conditions applicable, unless the parties have explicitly agreed otherwise in writing. These terms and conditions shall be deemed to apply to all agreements between the user and the other party.

3. Offers.

3.1 All offers made by the user shall be free of obligation and shall expire thirty days after the date of the offer.

3.2 The user's prices shall be expressed in euros, based on performance during normal working hours and exclusive of costs of transport, packaging, delivery and installation and exclusive of turnover tax and other levies.

3.3 In the case of a composite quotation, the user shall not be under any obligation to deliver part of the goods for a corresponding part of the price. Prices from one offer or one agreement do not apply to repeat orders.

3.4 If the other party wishes to accept an offer by the user subject to one or more terms and conditions other than those of the user, no agreement shall be concluded without the express written consent of the user.

3.5 If the user encounters cost increases after the offer, the user shall be entitled to pass these on in the pric

3.6 The other party guarantees that when merchandising the goods in any form whatsoever (including sale, lease, processing) it will comply with all applicable legislation and/or regulations and will, in particular, respect all EU and UN export control and sanction regulations and that the goods are not directly or indirectly destined for, or can be presumed to be destined for, any country for which sanctions are in effect under UN or EU regulations, unless the other party has obtained a dispensation or a licence for this from a designated competent authority of the UN or EU. The other party will be obliged to include this guarantee, or have it included, as a chain clause in subsequent agreements for the trading of the goods.

4. Delivery.

4.1 Delivery shall be made ex works of the user. If one of the ICC Incoterms has been agreed as a delivery term, the content of the ICC Incoterms applicable at the time of the offer shall apply.

4.2 The other party shall be obliged to take delivery of the agreed goods upon delivery or at the moment when they are made available to the other party in accordance with the agreement.

4.3 If the other party does not cooperate in the delivery, the goods shall be stored at the expense and risk of the other party. The other party shall be liable for all resulting damage and costs.

4.4 The user shall be entitled to deliver and invoice the goods in parts.

5. Delivery time.

5.1 The delivery times of the user are target times and shall be considered approximations. Exceeding a delivery time cannot give rise to dissolution or compensation for damages.

5.2 If the other party is of the opinion that the user does not deliver on time, the other party shall give the user written notice of default and grant the user a reasonable period for compliance.

5.3 The delivery time specified by the user shall commence after the user has received all necessary information.

6. Technical specifications.

All of the user's products comply with all Dutch legal requirements applicable at the time of production. If the other party also imposes other requirements or assumes other characteristics of the products, these must be communicated to the user in writing before the agreement is concluded.

7. Samples, models, examples and illustrations.

Samples, models, examples and illustrations shall only be shown or provided by the user by way of indication. The characteristics of the goods to be delivered may deviate from the samples, models, examples and illustrations, unless explicitly agreed otherwise in writing.

8. Dissolution of the agreement.

8.1 The user may suspend the performance of the agreement or dissolve the agreement in the following cases:
- if the user has good reasons to fear that the other party will not fulfil its obligations.
- if the user has requested the other party to furnish security for the fulfilment of the agreement and the other party has not or not sufficiently furnished such security.
- if user reasonably suspects that the goods are directly or indirectly destined for any country for which a sanction is in effect under UN or EU regulations for the goods concerned, without an exemption or licence having been obtained from a competent authority in that respect.

8.2 If circumstances arise on the part of the user during the performance of the agreement, for example with respect to materials used, which are such that performance of the agreement becomes so difficult or disproportionately expensive that performance of the agreement can no longer reasonably be expected of the user, the user shall be entitled to dissolve the agreement without being obliged to pay compensation for damage.

9. Warranty.

9.1 The user warrants that the delivered goods are free of design, material and manufacturing defects for a period of three months after delivery.

9.2 If a design, material or manufacturing defect in the good is observed within three months after delivery, the other party shall be entitled to have the delivered good repaired. The user shall be entitled to choose replacement of the delivered good.

9.3 Warranty is excluded if damage or a defect is the result of incorrect handling or failure to follow instructions.

9.4 If the warranty concerns a good or part of a good that has been produced by a third party, the warranty shall be limited to the warranty given by that third party.

10. Retention of title.

10.1 All goods delivered by the user shall remain the property of the user until the other party has fulfilled all its obligations under the agreement.

10.2 The other party shall not be entitled to sell, deliver, pledge or otherwise encumber goods delivered subject to retention of title.

10.3 The other party hereby grants the user unconditional and unrestricted permission to enter all places where the user's property is located in order to remove these goods, in any case in which the user wishes to exercise its property rights.

10.4 If third parties wish to seize goods delivered subject to retention of title or wish to establish or assert rights to these goods, the other party shall be obliged to immediately notify the user and third parties thereof as soon as possible.

10.5 The other party shall be obliged to insure the goods delivered subject to retention of title and to keep them insured against all forms of damage or loss and to make the insurance documents available for inspection at the user's first request.

11. Complaints.

11.1 The other party shall inspect the delivered goods and determine whether they comply with the agreement, immediately after delivery.

11.2 The other party shall notify the user in writing of immediately visible defects or shortages within three days of delivery.

11.3 The other party shall notify the user in writing of defects that are not immediately visible within three days after discovery and at the latest within three months after delivery.

11.4 The agreed payment terms shall also apply after a complaint has been submitted.

11.5 Goods may only be returned following express written agreement.

12. Payment.

12.1 Payment shall be made prior to delivery or by means of continuous direct debit authorisation granted by the other party to the user.
Payment after delivery may only take place if the user has agreed to a payment term in writing in advance. Payment shall be received within the agreed term after the invoice date in a manner indicated by the user and in the currency indicated by the user.

12.2 Upon expiry of the said payment term, the other party shall be in default by operation of law. The other party shall owe interest of one percent per month from the expiry of the set payment term, without prejudice to the user's right to charge the statutory interest.

12.3 In the event of (application for) liquidation, bankruptcy or a suspension of payments, the user's claims shall become immediately due and payable.

12.4 Payment shall be made without any discount or set-off.

12.5 Payments shall first serve to pay interest and costs and then to pay the oldest invoices, irrespective of the reference included at the time of payment.

12.6 If the other party is in default of payment, all extrajudicial and judicial costs actually incurred shall be for the account of the other party.

13. Liability.

13.1 Only liability as referred to above within the scope of warranties shall apply in respect of damage as a result of defects in delivered goods.

13.2 The user shall only be liable for damage as a result of intent or gross negligence on the part of the user.

13.3 The user's liability shall be limited to the maximum amount the user's insurer pays out to the user and if, for whatever reason, the insurer does not pay out, to a maximum amount equal to the amount of the invoice relating to the good delivered.

13.4 Under no circumstances shall the user be liable for damage suffered by the other party or third parties in the event that the other party fails to comply with the safety regulations, installation guidelines, instructions, operating manuals and warnings the user has included with the goods and/or the other party does not communicate these in writing, or deliver or hand these over to third parties at the same time as the goods. The other party is obliged to impose on its other party the aforementioned obligation to deliver the instructions etc. together with the goods.

13.5 Any change in the delivered good or in the accompanying instructions as referred to in the previous paragraph shall result in cancellation of any liability of the user in respect of the product.

14. Force Majeure.

14.1 In addition to the provisions of the law and case law, force majeure shall be understood to mean all causes the user could not or cannot exert any influence over and as a result of which the user is not or has not been able to comply with its obligations.

14.2 The obligations of the user are suspended during force majeure. In the event of force majeure, under no circumstances shall the user be obliged to pay compensation for damage or expenses.

14.3 If the user has already partially fulfilled its obligations or can only partially fulfil its obligations when force majeure occurs, it shall be entitled to invoice that part and the other party shall be obliged to pay.

15. Intellectual and industrial property.

The other party and others are expressly prohibited from copying, reproducing, imitating, publishing or using the user's works or working methods, including designs, texts, sketches, drawings, images, models, recommendations and other (intellectual) products, whether or not together with others.

16. Competent court.

The Court of the user's place of residence shall have exclusive jurisdiction to hear disputes. The user shall be entitled to summon the other party to appear before the legally competent Court.

17. Applicable law.

All agreements between the user and the other party are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.

Version May 2019

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