GENERAL CONDITIONS OF SALE AND DELIVERY OF THE VERENIGING KUNSTSTOF COMPOSIETEN NEDERLAND

I Definitions and applicability

Article 1:
1.1 AV: general conditions of sale and delivery of
the Vereniging Kunststof Composieten Nederland (VKCN).
1.2 Agreement: any purchase, sales and/or building
order/instruction or similar agreement entered into by the
supplier with the other party and all agreements and/or
commitments arising from that and/or connected to that.
1.3 Offer: any offer and/or quotation made by the
supplier to a(n) (potential) other party.
1.4 Supplier: any company that is a member of the
VKCN, which applies these AV as such and acts as
vendor, supplier and/or contractor in the event of
agreements, and as offeree in the events of offers.
1.5 Other party: any natural or legal entity that
enters into an agreement with a supplier as described in
paragraph 1.2 or that receives an offer from the supplier as
described in paragraph 1.3.
1.6 Days: all calendar days.
1.7 Complaints: all complaints from the other party
about the quality or quantity of the goods delivered.
1.8 Ex works: the corporate buildings and/or
corporate sites of the supplier and/or other locations where
the supplier separates the goods to be delivered and
prepares them for dispatch.

Article 2:
2.1 These AV apply to all offers, quotations,
concluded agreements pertaining to the execution of work
undertaken by VKCN members, and the performances
arising from that, including deliveries, also if they pertain to
the provision of services, execution of work or availability
of goods, insofar as the supplier has declared these
conditions applicable and insofar as the parties have not
explicitly deviated from these conditions in writing.
2.2 The applicability of any purchase or other
conditions of the other party are hereby explicitly rejected,
unless the supplier has explicitly told the other party in
writing that the supplier consents to the applicability of
those other terms and conditions. This consent shall never
mean that the terms and conditions of the other party also
apply to other agreements between the supplier and the
other party.
2.3 Provisions in these AV do not apply if and
insofar as mandatory legal provisions dictate otherwise. If
one or more provisions in these AV are fully or partially
void the other provisions shall remain in full force. In that
case, the supplier and other party shall consult to find a
solution in the spirit of these AV.
2.4 The fact that the supplier does not require strict
compliance with these AV at all times, does not
automatically mean that the provisions detailed therein no
longer apply, or that the supplier would lose the right to
require strict compliance with these AV in other cases.
II Conclusion, offers and quotations,
compensation of costs

Article 3:
3.1 Unless otherwise agreed upon in writing, all
offers and quotations from the supplier are without
prejudice and subject to contract at all times. If no other
term is stipulated in the quotation, the quotation is valid for
14 days. A quotation or offer lapses if the product or
service which the quotation relates to is no longer
available.
3.2 The supplier is not obliged to abide by his
quotation or offer, if it is reasonably understandable for the
other party that the quotation or offer, or parts thereof,
contain an apparent error or mistake.
3.3 An agreement is concluded the moment the
supplier sends a written confirmation of instruction to the
other party.
3.4 If the agreement is not concluded following a
requested quotation, the costs incurred by the supplier in
order to issue the quotation and the costs of any samples
supplied can be charged, as long as this was stipulated
before the quotation was issued. The extent shall be
calculated according to custom and fairness.
3.5 All information in the offer or quotation may be
used by the other party only within the framework of the
instruction (to be) given. If the offer is not accepted, the
other party is obliged to return the documents relating to
the offer to the supplier with immediate effect following a
request to that end by the supplier.
3.6 If it emerges that the information provided by the
other party for the request or agreement was incorrect, the
supplier is entitled to adjust the prices accordingly. The
other party is entitled to finalise or change the offer within
48 hours of the price adjustment being announced, subject
to the other party’s obligation to pay the costs already
incurred by the supplier, such as yet not limited to the
costs incurred by the supplier to issue the quotation and
the costs of any samples supplied. All this shall be
calculated according to custom and fairness.

III Order/instruction, prices and dissolution

Article 4:
4.1 Changes to an agreement can only be made
following the written consent of the supplier.
4.2 If after accepting an order/instruction or sale by
the supplier, circumstances arise which affect the cost
price, such as changes to the prices of raw materials or the
goods to be delivered, salaries, exchange rates, import
duties, etc., the supplier reserves the right to pass those
price changes on to the other party. The other party shall
be notified of that.
4.3 If, after accepting the order/ instruction, the other
party announces changes which the supplier does not
agree with, as a result of which the supplier cancels the
order or the other party fully or partially cancels the order,
all costs already incurred as well as the amount of lost
profits and underutilisation losses shall be payable by the
other party.
4.4 If after commencement of the manufacturing
process it emerges that the supplier cannot reasonably
manufacture the goods in accordance with the
manufacturing method referred to in the sample, drawing
or model at the price agreed upon with the supplier, the
parties shall consult each other about changing the
instruction and/or the price and/or the delivery date. If the
parties cannot in all reasonableness reach an agreement,
either party can terminate the agreement. The other party
shall pay the supplier for any costs incurred so far,
including material costs, production costs and labour costs.
The supplier shall provide the other party with the
products, samples or semi-finished products already
manufactured, as well as the materials purchased by the
supplier and paid for by the other party, plus the materials,
products, samples, etc. supplied by the other party.
4.5 Cancellation is possible only after having
received the written consent of the supplier. Upon
cancellation by the other party, it is obliged to pay all costs
already incurred by the supplier, as well as lost profits and
underutilisation losses.
4.6 If there is a reasonable suspicion that the
financial situation of the other party gives rise thereto, the
supplier is entitled to ask the other party for security of
payment of the costs (to be) incurred by the supplier for
the other party, by providing the supplier with a bank
guarantee or by paying the agreed amount ultimately
payable.
4.7 The supplier is entitled to postpone execution of
the work until the security has been given. If the request
for security of payment is not complied with within three
months thereof, the other party is in default, without any
notice of default being required, and the supplier can
dissolve the agreement without any legal intervention.
In that case, the other party is liable for all costs, losses
and lost profits arising from the instruction and premature
termination.
4.8 The supplier can call in third parties to execute
this order/instruction.

Article 5:
5.1 If the supplier and the other party have agreed a
fixed price, the supplier is nevertheless entitled to increase
this price at all times, without the other party being entitled
to dissolve the agreement for that reason, if the increase
arises from an authority or obligation pursuant to
legislation, is caused by a rise in prices for raw materials,
salaries etcetera, or is due to any other reason which could
not reasonably be foreseen at the time the agreement was
concluded.
5.2 All prices are exclusive of VAT, other taxes and
levies, transport costs and the costs of insurance. All
prices are ex warehouse or ex works, unless otherwise
agreed upon. From the moment they leave the warehouse
or works, the goods shall be at the expense and risk of the
other party, who shall take out adequate insurance for that
risk.
5.3 The prices are based on the cost-determining
factors as they apply on the date the quotation for the
supplier is made.
5.4 If, after 3 months of confirmation the prices of
these cost-determining factors are increased - even if this
increase is a result of foreseen circumstances at the time
the quotation or confirmation is given - the supplier is
entitled to increase the prices agreed upon accordingly,
which price increase shall be binding for the other party,
unless explicitly otherwise agreed upon.
5.5 All prices of imported goods are based on the
day’s rate of the currency of the country of origin. If the
day’s rate on the delivery date exceeds the rate on which
the selling prices were initially based, the supplier is
entitled to pass the price-increasing consequences of the
changed rate on to the other party.
If the agreed price increases by more than 10% as a result
of that, the parties shall consult with each other about
changing the instruction and/or the price and/or delivery
date. If the parties cannot in all reasonableness reach an
agreement, either party can terminate the agreement. The
other party shall refund the supplier for any costs incurred
so far, including material costs, production costs and
labour costs. As soon as all payments have been made,
the supplier shall provide the other party with the products,
samples or semi-finished products already manufactured,
as well as the materials purchased by the supplier and
paid for by the other party, plus the materials, products,
samples, etc. supplied by the other party.
5.6 All prices are ex works or ex warehouse. Unless
otherwise agreed upon, the transport costs shall be
payable by the other party at all times, even when the
goods are transported to the address stipulated by the
other party carriage paid, or when the goods are delivered
by the supplier’s delivery service.
5.7 The supplier is free to choose appropriate
packaging and dispatch.
5.8 The supplier’s reusable product packaging
remains the property of the supplier.
The other party shall keep this packaging available to the
supplier. The other party is liable for damage or loss.

Article 6:
6.1 The supplier is authorised to suspend fulfilment
of the obligations or to dissolve the agreement with
immediate effect, at the discretion of the supplier, if the
other party fails to fulfil the obligations arising from the
agreement or fails to do so in time or in full, and the
supplier has declared the other party to be in default in
writing and the term set in that notice has expired.
In the event of dissolution, the other party is obliged to pay
the supplier all losses, costs and loss of profits. The goods
shall remain at the other party’s risk until the outstanding
payments have been made to the supplier. The obligation
to compensate any damage and loss of profits does not
apply if the supplier has dissolved the agreement by virtue
of the provisions in article 12 due to the non-attributable
failure on the part of the supplier.
6.2 If the other party files for a (temporary)
moratorium, if the other party is put into liquidation, or if its
business has closed down or liquidated, all agreements
concluded with the other party shall terminate with
immediate effect, unless the supplier informs the other
party within a reasonable term to demand full or partial
fulfilment of the agreement in question by the other party,
in which case the supplier is entitled to suspend his
obligations arising from the agreement in question until
fulfilment by the other party has been sufficiently secured,
all this without prejudice to the supplier’s other rights.

IV Provisions regarding the product

Article 7:
7.1 Parts to be made available to the supplier by or
on behalf of the other party, which parts must be fitted to or
incorporated in the product to be manufactured by the
supplier, must be delivered to the supplier’s factory
carriage paid, in the required quantities and without
charging costs.
7.2 The other party is liable for the parts or other
goods made available to the supplier and for the correct
applicability thereof.
7.3 Without carrying out any checks, the supplier
assumes that these parts etc. can be applied to, fitted on
or incorporated in the product to be manufactured without
delay, barring other provisions agreed upon in writing.
7.4 By the mere issue of these parts by or on behalf
of the other party, the supplier is indemnified from carrying
out any check into the applicability of those parts to, on or
in the product to be manufactured by the supplier.
7.5 When the parts to be supplied by the other party
are damaged or lost during the production process, the
other party is obliged to provide the supplier with new parts
on demand. The supplier is not obliged to pay any
compensation other than the amount paid out by his
insurance company, except in the case of intent or equal
gross negligence on the part of the supplier.
7.6 If the parts referred to in paragraph 7.1 are
supplied late or in insufficient quantities, or if the supplier
cannot process them, which leads to a stagnation in
production, the other party shall be liable for all losses
suffered by the supplier as a result of this stagnation. Any
delays as a result of this shall be at the expense of the
other party.
7.7 The supplier shall take the product to be
manufactured into production only when the other party
approves of the sample series provided by the supplier,
and the other party has notified the supplier of that fact in
writing, or the supplier has confirmed that approval in
writing.

V Moulds

Article 8:
8.1 If the supplier must manufacture a mould, form,
auxiliary tools etc. the supplier shall not start the
production process before the other party has paid the
supplier the corresponding production costs.
8.2 Similarly, the supplier shall not start making
changes, improvements or repairs to moulds, forms,
auxiliary tools, etc. before the corresponding (estimated if
necessary) costs have been paid.
8.3 If no price has been explicitly agreed upon for
the work, the other party shall, on demand, pay the
supplier an advance payment to be stipulated by the
supplier.
8.4 Moulds manufactured by or fully or partially on
the instructions of the supplier for which the other party
has paid the agreed costs, shall become the property of
the other party when the supplier has taken them into use
for the production of the product.
8.5 However, the supplier shall keep the moulds if
they are not used for production and they shall not have to
be returned to the other party - upon his written request -
before the other party has paid all that he owes the
supplier.
8.6 The other party is obliged to collect the moulds
from the supplier within 3 years of the last delivery being
made. If it fails to do so, the supplier shall set a term in
writing within which the goods can be collected. If the other
party fails to respond promptly, the supplier can destroy
the moulds without the supplier being obliged to pay the
other party any compensation for that. The other party is
obliged to pay the costs incurred by the supplier on
account of the aforementioned destruction.
8.7 In situations where the mould is supplied by the
other party, they shall be returned at its request, but not
before all claims from the supplier, of whatever nature,
have been paid.
8.8 The supplier shall not be liable for lost, missing
or damaged moulds, except in the case of gross
negligence or intent on the part of the supplier. In the event
of gross negligence and/or intent on the part of auxiliary
persons (not being the supplier’s subordinates) in the
aforementioned situations, liability is excluded insofar as it
is not covered by the supplier’s insurance. If the supplier is
liable in the situations referred to in this article,
compensation shall be limited to the repair or replacement
of the mould, at the discretion of the supplier.
8.9 Insofar as the supplier indicated on the offer or
order confirmation for how many strokes or products a
mould can generally be used, the mould is expected not to
be suitable for further production after that number or after
the production of those numbers. If such information was
not given in the quotation or order confirmation, the
supplier shall notify the other party thereof as soon as the
supplier feels that a mould, etc. is no longer suitable for
economically sound production. In that case, he shall also
be given the costs relating to the repair or replacement. If
the other party does not agree with the repair or
replacement, the supplier can cancel the instruction
without being obliged to pay any compensation.
8.10 Upon assessment of economically sound
production, the advancing of technology and the
company’s adjustment to that are also taken into account,
both in terms of volume and labour intensiveness. As long
as a mould, etc. is suitable for production in accordance
with the aforementioned standards and is kept by the
supplier, the maintenance costs for regular repeat orders
for products to be manufactured by means of that shall be
payable by the supplier for a two-year period following their
first use.

VI Delivery and delivery date

Article 9:
9.1 Unless another form of delivery has been agreed
upon, delivery is made on account of the supplier
separating the goods in his warehouse, preparing them for
dispatch and notifying the other party of this in writing.
9.2 The supplier and the other party shall agree the
conditions of delivery, e.g. ‘ex workshop’, ‘free on vehicle’,
‘ex works’, or ‘delivered at works’.
9.3 Upon delivery, the risks transfer from the
supplier to the other party.
9.4 The supplier can choose the means of transport.
9.5 The supplier can stipulate cash on delivery.
9.6 The supplier has a tolerance of -/+ 10% with regard to the
quantity of goods to be delivered. The other party can
derive rights from deviations in thickness, dimensions or
gram weights only when those factors form an essential
element of the agreement and are of vital importance to
the practicability of the object ordered from the supplier
which they should be used for according to common
opinion, and only if this has been recorded in writing in
advance. The other party shall accept colour deviations
insofar as that colour deviation does not exceed the
shades within the colour stated by the other party.
9.7 In the case of delivery ‘ex workshop’, delivery is
deemed to have taken place before the goods are loaded
onto the vehicle.
9.8 In the case of delivery ‘free on vehicle’, delivery
is deemed to have taken place the moment the goods are
loaded onto the vehicle.
9.9 In the case of delivery ‘delivered at works’,
delivery is deemed to have taken place when the work is
finished; the supplier shall notify the other party thereof in
writing.
9.10 In the case of delivery ‘ex works’, delivery is
deemed to have taken place upon receipt before the goods
are unloaded at the agreed destination, provided it is
reasonably accessible to the vehicle used. When the
destination is not reasonably accessible, the supplier can
designate a delivery location, while notifying the other
party in writing at the same time.
9.11 If goods to be delivered by the supplier cannot
be transported to their destination as a result of
circumstances beyond the supplier’s control, the supplier
shall store those goods at the expense and risk of the
other party.
9.12 The supplier is authorised to make partial
deliveries, which can be invoiced separately pro rata.
If and insofar the other party fails to pay a partial
delivery and/or if the other party fails to fulfil other
obligations arising from the agreement in question or (an)
earlier agreement(s), the supplier is not obliged to make a
further partial delivery and the supplier is entitled to
dissolve the agreement(s) insofar as not yet executed,
without legal intervention and notice of default to the other
party, reserving the right for compensation and without the
other party being able to claim compensation or otherwise.
9.13 The supplier is authorised to retain the goods,
and delivery is deemed to have taken place when neither
the other party nor a representative appointed by him are
present at the delivery location to take possession of the
goods. The other party is obliged to pay the extra costs
incurred by the supplier with regard to storage and other
actions.
9.14 The other party is obliged to check the delivered
goods for damage and/or faults within 3 working days of
delivery, and to notify the supplier of any faults within three
working days. After this term has expired, the other party is
deemed to have approved of the delivered goods.
9.15 In the event that both the supplier and the other
party detect any damage or faults to unprocessed goods in
time, insofar as that damage or the fault arose before
delivery, the supplier shall take back the damaged goods
and shall arrange for them to be replaced, in accordance
with agreements made. The other party’s obligation to pay
the purchase price is not affected.
9.16 The other party is entitled to compensation if the
damage and/or faults can be attributed to the supplier.
When the supplier is not able to arrange for a replacement,
both parties are entitled to demand dissolution of the
agreement. In that case, the other party is entitled to
compensation when the non-fulfilment is the result of a fact
that, according to law, can be attributed to the supplier and
there is no instance of force majeure.

Article 10:
10.1 Unless the supplier has guaranteed a certain
delivery date explicitly and in writing, the delivery dates
stated shall never be regarded as deadlines.
10.2 Every agreed delivery period commences on the
day on which all details required for the execution of the
work have been received by the supplier.
10.3 When the supplier himself must set
measurements regarding the work or must check details
regarding the work, the delivery period commences when
the measurements or checks have been carried out and
this has been reported to the other party. The supplier
shall confirm the dimensions or checks regarding the work
to the other party in writing.
10.4 In the event of a late delivery, the other party
must declare the supplier in default, whereby the supplier
is given a reasonable term to comply. This paragraph does
not apply in the event of a (non) permanent attributable
failure on the part of the supplier, as described in article
12.
10.5 The supplier is not liable for the consequences
of exceeding the deadline given. Exceeding the delivery
date for whatever reason does not give the other party
right to compensation, nor to non-fulfilment of any of his
obligations in that respect. The other party can dissolve the
agreement on the conditions that apply to cancellation, as
outlined in article 6.

VII Retention of title and risk

Article 11:
11.1 All goods delivered to the other party by the
supplier shall remain the property of the supplier until the
other party has paid all the supplier’s claims of whatever
nature, plus interest and costs and all other claims the
supplier has in connection with the other party’s failure to
fulfil these agreements.
11.2 Should the other party form a new good from
goods delivered by the supplier which are subject to
retention of title, the other party shall act on the
instructions of the supplier when doing so and it shall hold
it in safekeeping for the supplier, while the newly formed
good is deemed to be subject to a retention of title in
favour of the supplier. Ownership shall only pass to the
other party the moment the retention of title is lifted
through the payment of all the supplier’s claims.
11.3 Insofar as the supplier would have any claims
vis-à-vis the other party other than those referred to in
paragraph 11.1 and the supplier has delivered goods to
the other party that are not subject to retention of title, the
other party shall create, as security for the fulfilment of its
obligations, a non-possessory lien on these goods in
favour of the supplier, while the supplier shall accept this
non-possessory lien.
On the supplier’s demand, the other party shall sign a
pledge establishment deed. The other party shall
guarantee that it is entitled to pledge the goods and that
the goods are free of any pledge and/or other restricted
rights, other than the supplier’s rights.
11.4 The other party shall be entitled to resell or
process all goods purchased from the supplier, provided
this is done within the scope of ordinary business
operations.
11.5 If the other party sells the goods, the supplier
can force the other party to establish an undisclosed
pledge in favour of the supplier on his claim - arising from
that sale - against the purchaser.
11.6 The other party shall administer the goods
referred to in this section with due diligence. The other
party shall insure the goods against all calamities on the
basis of the invoice value. The other party shall provide the
supplier with names and addresses of the insurance
companies and copies of the policies on the supplier’s
demand. Furthermore, on the supplier’s demand, the other
party shall establish, insofar as this has not arisen legally
already, an undisclosed pledge on insurance-related
claims in favour of the supplier.
11.7 Subject to the provisions of paragraph 11.4, the
other party is not entitled to pledge the goods referred to in
this article to third parties or renounce, transfer or restrict,
at the supplier’s expense, the legal or actual control
thereof in any way whatsoever.
11.8 The supplier remains the owner of the goods
delivered to the other party by the supplier, also after
delivery, wherever these goods are located. The other
party is deemed to keep the goods for the supplier as long
as the other party has not fulfilled all of its payment
obligations, by virtue of whatever agreement, towards the
supplier.
11.9 As long as no full payment has been made, the
goods cannot serve as security for debts to third parties, in
whatever way.
11.10 In the event of non-payment of any payable
amount, or in the event that the other party fails - vis-à-vis
the supplier - to fulfil any obligation arising from any
agreement concluded with the supplier in respect of
execution of the work or selling of the goods, or in the
event of a request for moratorium, winding up or liquidation
of the commissioning party, the supplier is entitled to
cancel the agreement or the part thereof not yet executed
by the supplier as well as any other existing agreement(s)
concluded with the other party, with immediate effect,
without legal intervention being required, by means of a
registered letter addressed to the other party.
11.11 With the aforementioned cancellation, the other
party declares in advance to agree, in which case the other
party hereby grants the supplier access to its sites and the
buildings erected on it, and the supplier is entitled to take
back any goods delivered but not paid for, without
prejudice to the supplier’s right to compensation for losses,
costs, interest and lost profits, which may arise as a result
of the actions of another party.
11.12 The other party is obliged to promptly notify the
supplier when third parties lay claim to goods which by
virtue of this article are subject to the supplier’s retention of
title.

VIII Force majeure and security

Article 12:
12.1 If the supplier cannot fulfil his obligations as a
result of a non-attributable failure on his part, the supplier
is entitled:
- to suspend delivery, either for a reasonable
term to be stipulated by the supplier,
- or to dissolve the agreement either following
expiry of the stated, reasonable deadline, or immediately if
the non-attributable failure is permanent, without legal
intervention, by means of a written and reasoned
explanation, without the supplier being obliged to pay the
other party any compensation, including compensation of
any benefit derived.
12.2 Non-attributable failure, such as referred to in
paragraph 12.1, shall include, amongst other things: war,
imminent war, epidemics, revolt, electricity, fire, smoke
and/or water damage, floods, manufacturing breakdowns,
strikes, blockades, lockouts, traffic disruptions, disruptions
in the supply of raw materials/semi-finished products,
illness among staff, the suppliers’/contractors’ failure to
fulfil their obligations or failure to do so in time, other
stagnations, both in the supplier’s business and the
businesses of his suppliers and auxiliary persons, as well
as such a shortage of raw and auxiliary materials as a
result of price increases that the supplier cannot
reasonably be expected to deliver, even at a higher price.
12.3 If this concerns a partial execution, the other
party shall owe the costs incurred by the supplier and/or a
proportional part of the total price, this of course on
delivery of the goods manufactured by the supplier.
12.4 The supplier is not liable for direct or indirect
losses of whatever nature suffered by the other party or
third parties following suspension or cancellation as a
result of the aforementioned force majeure.

IX Industrial property, copyright and
reproduction rights

Article 13:
13.1 The copyright, industrial property rights, as well
as the reproduction rights to designs, drafts, drawings,
schedules, samples, models, forms, calculations, computer
simulations, software, specifications, moulds, auxiliary
materials etc. designed or created by us shall remain fully
vested in the supplier, also when the other party places an
order with the supplier in that respect, unless otherwise
agreed upon in writing.
13.2 Without the written consent of the supplier, the
other party is not permitted to disclose designs, drafts,
drawings, schedules, samples, models, forms,
calculations, computer simulations, software,
specifications, moulds, auxiliary materials etc. to third
parties or make these available to third parties, unless the
other party is obliged to do so by virtue of the law. Vis-à-vis
the supplier the other party is liable for losses that are the
result of third parties having seen or obtained the
aforementioned designs, drafts, drawings etc.
13.3 If the supplier manufactures products on the
basis of drawings, samples, models or other instructions,
in the widest sense of the word, provided by the other
party or through the other party from third parties, the other
party guarantees that the production and/or delivery of
those products shall not infringe any patents or user rights,
trade models or any other third-party rights and the other
party indemnifies the supplier against all claims arising
from that.
13.4 If a third party objects to the production and/or
delivery by virtue of any alleged right as referred to above,
the supplier is on that basis unreservedly and exclusively
entitled to stop production and/or delivery and to demand
that the other party compensates the costs incurred,
without prejudice to the supplier’s claims to any other
compensation and without the supplier being obliged to
pay the other party any compensation.
13.5 The supplier is obliged to promptly notify the
other party when third parties object to the production
and/or delivery of the goods intended for the other party.
13.6 The other party is liable for losses caused by an
infringement of the supplier’s intellectual property rights,
committed by means of the goods delivered to the other
party by the supplier.
13.7 The other party is obliged to promptly notify the
supplier as soon as the other party discovers any
infringement of the supplier’s rights.
13.8 If an order for a design, draft, drawing, schedule,
sample, model, form, calculation, computer simulation,
software, specifications, mould or auxiliary materials etc.
from the supplier is not followed up by a final order, the
supplier shall invoice this work after thirty days, while all
copyrights, model rights, reproduction rights or any other
industrial property rights remain fully vested in the supplier.

X Guarantee and quality

Article 14:
14.1 With due observance of the other provisions in
these AV, in the case of products manufactured by or on
behalf of the supplier, the supplier guarantees both the
quality of the products supplied by the supplier and the
quality of the materials used and/or built for that purpose,
insofar as the quality of the specification for specified
products has been defined in advance.
14.2 In the case of the delivery, within the framework
of trade, of complete products manufactured by third
parties, the supplier only guarantees that the delivered
product meet the agreements made between the parties in
writing in terms of specification and materials.
14.3 Faults to delivered goods, including moulds and
products manufactured on the basis of that, with regard to
which the other party - within three months, counting from
the day of dispatch - can prove that the faults have arisen
solely or mainly as a result of an error in the construction
designed by the supplier or as a result of poor finishing or
the use of poor materials, shall be rectified by the supplier.
The supplier is not obliged to pay any further
compensation of direct or indirect losses suffered by the
other party or any third party.
14.4 As soon as the goods are delivered, the other
party shall count, measure, weigh and inspect the goods
for visible and invisible, but easily detectable faults, prior to
storing or using the goods.
Once they are used, the goods are considered
to comply with the agreement, unless the good would
prove to have an invisible fault that is not easy to detect.
14.5 Goods can only be returned to the supplier after
the supplier has agreed in writing to their return and the
shipping method. The goods shall remain at the other
party’s risk.
14.6 Products and parts replaced by the supplier with
new ones shall become the property of the supplier as a
result of that.

Article 15:
15.1 The supplier gives the other party only those
guarantees listed in the supplier’s offer. The objects
delivered and/or installed or assembled by the supplier are
of average trade quality and have the properties and
qualities laid down in the documentation issued by the
supplier as applicable at the time the agreement is
concluded, unless the supplier has promised a specific
guarantee in writing.
15.2 Guarantees given by the supplier shall not apply:
a. in the event of improper use by the other party
and/or third parties of the goods delivered, installed
and/or assembled by the supplier;
b. in the event of damage caused by facts and/or
circumstances not relating to the good quality of the
material, or the way in which the supplier’s goods
are manufactured, installed or assembled;
c. in the event of failure to strictly observe all user or
guarantee instructions, or if the other party and/or
third parties have changed or repaired the goods
delivered, installed or assembled by the supplier;
d. if the other party fails to (promptly or properly)
fulfil any obligation vis-à-vis the supplier, of whatever
nature.
15.3 The use of moulds manufactured by the supplier
at his company is subject to a two-year guarantee period,
or the quantity of products to be manufactured strictly
agreed upon. The aforementioned guarantee given by the
supplier shall not apply:
a. to faults caused by the defectiveness of materials
and/or parts made available or prescribed by the
other party;
b. to faults caused by improper use or neglect by/on
the part of the other party or its staff;
c. to faults caused by normal wear and tear, improper
use, extraordinary exertions or the use of unsuitable
machinery and equipment and corrosive chemicals;
d. to a change to the moulds, effectuated by third
parties outside this instruction.

XI Liability risk / product liability risk

Article 16:
16.1 If the supplier is liable for any direct losses, the
liability of the supplier shall be limited to no more than
twice the value of the order’s invoice value, or at least to
that part of the order which the liability relates to.
The liability of the supplier shall be limited to the sum paid
by his insurer in the relevant case, at all times. The
supplier is not liable for direct losses suffered by third
parties or indirect losses, consequential losses, trading
losses, emotional injury, or losses caused by subordinates,
auxiliary persons and/or subcontractors, which losses are
suffered by the other party or third parties.
16.2 If the other party sells goods delivered by the
supplier, or if it uses goods (co-)delivered by the supplier
to form new goods and sells them on, it is obliged to take
out adequate insurance against the product liability risk of
article 6:185 of the Netherlands Civil Code. On the
supplier’s demand, the other party shall forward the
supplier a copy of the insurance policy in question. The
parties agree that the other party is a manufacturer within
the meaning of article 6:185 of the Netherlands Civil Code.
16.3 The other party indemnifies the supplier against
all third-party claims against the supplier, brought by virtue
of, yet not limited to article 6:185 of the Netherlands Civil
Code.
16.4 The supplier is at all times authorised to allege
the liability-restricting stipulations imposed on the supplier
by his advisors, suppliers or manufacturers of raw
materials against the other party, so that the obligations
arising from guarantee and liability shall never cover more
than that which the supplier has bound himself to towards
his advisors, suppliers or manufacturers of raw materials.
16.5 With regard to goods that originate from the
supplier and have been subsequently supplied to third
parties by the other party, the latter undertakes to take out
adequate business liability insurance.

Article 17:
17.1 The supplier cannot vouch for the practicability
of the goods supplied by the supplier for a special purpose
other than the one they should be used for according to
common opinion.
17.2 Neither is the supplier liable for errors or
unlawful acts on the part of his employees and those of
other persons who are involved in the execution of the
agreement concluded with the other party by or on behalf
of the supplier, unless it concerns an error or unlawful act
on the part of persons who can be regarded as bodies of
the company or as a managing officer of the supplier, and
the other party furthermore proves that it concerns intent or
gross negligence on the part of the supplier.
17.3 Neither is the supplier liable for user advice
given, unless the other party proves that it concerns intent
or gross negligence on the part of the supplier.
17.4 The supplier is not liable for the consequences
when the other party or third parties carry out repairs or
maintenance without the knowledge of the supplier.
Neither does the supplier accept liability when such work is
carried out on the instructions or under the supervision of
an expert who has been appointed by the other party or its
client.

XII Complaints

Article 18:
18.1 Upon receipt, the other party must check
whether products have been delivered in the correct
quantity. Complaints about the quantity delivered must be
submitted immediately after the other party could have
reasonably checked the quantity, yet no later than eight
working days after delivery of the products. Failing timely
submission of a complaint, the quantity on the waybill,
delivery note or similar signed document shall be deemed
to have been accepted as correct by the other party.
18.2 All complaints about any incorrect execution of
the orders or the quality of the products delivered must be
submitted by registered letter within eight days of delivery.
18.3 Complaints regarding the supplier’s invoices
must also be submitted to the supplier by registered letter
within eight days of the invoice date.
18.4 In the event of faults within the meaning of
article 15, the other party must notify the supplier thereof
by registered letter within 48 hours of having discovered
the alleged fault.
18.5 When the aforementioned periods have expired,
the other party is deemed to have fully approved of the
delivered goods. The supplier is not obliged to handle
complaints submitted outside the aforementioned periods.
18.6 If a complaint has been submitted in time and
after it has been proved that the products have material or
manufacturing faults, the supplier shall, at his discretion,
either arrange for free repairs or a fully or partially free new
delivery. In the case of delivery within the framework of the
trade of complete products manufactured by third parties,
the supplier shall, at his discretion, arrange for a fully of
partially new delivery, or he shall take the delivered goods
back, crediting the other party. The supplier has no other
obligations, particularly an obligation to pay compensation.
The supplier is only obliged to make deliveries in
accordance with the specification agreed upon when
placing the orders. The supplier therefore accepts no
liability for the applicability of the delivered products for the
purposes stated by the other party or those deviating from
the specifications.
18.7 Complaints shall never suspend the obligation to
pay.
18.8 Complaints are not handled when the other party
has in any way failed to fulfil its obligations towards the
supplier that have so far arisen from any agreement.

XIII Payment

Article 19:
19.1 Payments must be made within fifteen days of
the invoice date, without any discount or setoff, unless the
other party wishes to set off any liquid claims it has against
the supplier by virtue of its legal right to do so and it has
notified the supplier of that within 8 days of the date of the
supplier’s invoice.
19.2 Payments must be made by transfer to the
supplier’s office or into one of his bank or giro accounts, in
the currency invoiced by the supplier, unless the supplier
indicates to demand another payment method such as
cash on delivery.
19.3 The payment date is the date on which the
supplier’s bank or giro account is credited or payment has
been made in cash.
19.4 Payments shall be applied first in payment of
payable costs, next in payment of interest and finally in
payment of outstanding invoices in the order in which they
were sent, even if the other party should indicate that its
payment relates to other invoices and/or debts.
19.5 In the event that the other party is late in paying,
as well as in the event of (a petition for) liquidation or
moratorium, guardianship or administration order and
liquidation, the other party shall be in default, without
notice of default being required and it shall owe the
supplier legal interest of 1.5% of the invoice amount for
each month or part thereof by which the due date referred
to in paragraph 19.1 is exceeded.
19.6 In the event that the other party is in default for
more than fifteen days, the supplier shall be entitled to take
action to recover the debt. In that case, the other party
owes the supplier a penalty in accordance with the
collection fee of the Netherlands Bar Association, subject
to a minimum of € 250.
19.7 If the other party defaults on any payment
obligation vis-à-vis the supplier, the other party is also in
default as regards all claims the supplier may have against
it. Paragraphs 19.4 and 19.5 shall apply accordingly.
19.8 In the event of paragraph 19.4, the execution of
all instructions accepted for the other party shall be
suspended until full payment has been made, or until a
date to be set by the supplier. If this date is exceeded, the
supplier is entitled not to carry out said instructions and to
claim compensation.
19.9 The supplier is at all times entitled to demand
further security from the other party with regard to
payment. If the request for security of payment is not
complied with within eight days thereof, the other party is
in default, without any notice of default being required, and
the instruction can be regarded as having been terminated.
The other party is liable for all costs and losses of the
supplier arising from the instruction and premature
termination.
19.10 The supplier is entitled to demand that the other
party signs a deed of assignment to transfer his claim(s)
against its client, which the other party shall comply with if
so demanded by the supplier, such to secure payment of
the other party’s debt(s) to the supplier.
19.11 If the other party defaults on the payment of one
of the claims the supplier has against the other party, all
the other claims, including future instalments, shall -
without prejudice to the supplier’s other rights - become
immediately due and payable, also when it was agreed
with the supplier that delivery and payment are to take
place in instalments.

XIV Disputes

Article 20:
20.1 These AV, the agreement concluded by the
supplier and the other party and/or the commitments
arising from that, as well as the execution thereof, are
governed by the laws of the Netherlands, with the
exception of the provisions of the Vienna Sales Convention
and potential future international regulations in the field of
acquiring movable and physical goods, the force of which
can be excluded by the parties.
20.2 The parties shall together appoint an NMIcertified
mediator if they have a dispute in respect of the
agreement and/or any commitments arising from that.
20.3 If the mediation referred to in paragraph 20.1
does not lead to a (complete) solution of the disputes
between the parties, or if the parties fail to agree on the
appointment of a joint mediator by virtue of paragraph
20.2, either party is entitled to submit the dispute to the
courts. The court in the district of the supplier’s place of
business has jurisdiction to hear the (remainder of the)
dispute.
20.4 If one party raises a dispute while the other party
has not fulfilled all of its payment obligations (yet), this
dispute can be submitted to the court only after the other
party has fulfilled its entire payment obligation or has
issued a bank guarantee, while the supplier in that case, at
his discretion, can ask the competent court for an
enforceable order.
20.5 As regards the amounts of money involved in
mutual obligations arising from agreements entered into
with the supplier, the supplier’s accounting records shall be
decisive – subject to proof to the contrary with every
possible means.
20.6 Subject to proof to the contrary with every
possible means, the quantities, sizes and weights
mentioned on the invoice, waybill and/or packing slip shall
be valid as correct between the other party and the
supplier.

XV General / Changes / Effective date

Article 21:
21.1 The headings of the individual articles of these
AV only serve to improve readability. The contents and
purport of the article contained under a certain header are
therefore not limited to that term or heading.
Article 22:
22.1 The nullity or avoidance of part of the AV shall
not lead to the nullity or avoidance of all parts of these AV.
In the event of nullity/avoidance of any provision, the
interpretation that is most favourable to the supplier shall
apply.
Article 23:
23.1 The supplier is authorised to change these AV.
The changes shall take effect immediately. The other
party, known by the supplier when the change is made,
shall notify the supplier of the change in writing.
Article 24:
24.1 All agreements concluded with us or any
commitments arising from that are governed by the laws of
the Netherlands and Dutch private international law, with
the exclusion of the Vienna Sales Convention of 1980.
24.2 These AV were filed with the Chamber of
Commerce and Industry in The Hague and registered
under number 27179488 and shall take effect as from
2008.