GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT

Dehullu Projekt BV HR Tiel 11011072, as filed with the Chamber of Commerce in Tiel

1. Applicability
1.1 These terms and conditions apply to all offers to and agreements with our clients/customers.
1.2 Deviations from these terms and conditions are only binding if they have been confirmed by us in writing. We expressly reject the applicability of any terms and/or regulations of our customers/clients, insofar as they deviate from our general terms and conditions of delivery and payment, unless otherwise agreed in writing.
1.3 Every order placed with us is expressly deemed to imply the acknowledgment and full acceptance of these terms and conditions of delivery and payment.
1.4 The conclusion of an agreement based on these delivery and payment conditions expressly implies: waiver by our client/customer/supplier of its own general or special conditions.

2. Offers
2.1 All offers are without obligation, unless expressly stated otherwise, and are valid only for the period specified in the quotation.
2.2 An offer on our part cannot be relied upon if that offer has not been accepted in its entirety.
2.3 Price quotations in our offers are based on circumstances at the time the offer was drawn up. We are entitled, in the period between the offer and the conclusion of an agreement, to adjust our prices to reflect increases in factory prices and/or other price-increasing circumstances.
2.4 All our offers expressed in foreign currency are based on the exchange rate at the time of the offer. In the event of a change in that rate, we are entitled to adjust our prices accordingly.
2.5 Information in brochures, images, drawings, etc. is not binding on us, unless expressly confirmed otherwise in writing.
2.6 Confirmation by us to our client/customer of an order placed is in any event binding, unless a written protest is lodged against it by registered letter immediately after receipt.
2.7 Designs, models, mock-ups, drawings, etc. designed and/or manufactured by us remain our property under all circumstances. Our client/customer warrants to us that said designs, models, mock-ups, drawings, etc. will not be reproduced, shown to third parties, disclosed, and/or used other than with our express written permission.
If the designs, models, mock-ups, drawings, etc. designed and/or manufactured by us are reproduced, displayed, published, and/or used without our express written permission, the offender shall owe a penalty, immediately due and payable and not subject to mitigation, equal to an amount of 5 times the calculated or to be calculated quotation value to which these designs, models, mock-ups, drawings, etc. relate or for which they have been used, without prejudice to our right to claim full compensation for the damage thus suffered by us.

3. Similarities
3.1 Agreements shall only become binding upon written confirmation on our part. Agreements and additions thereto shall only bind us after and to the extent that such agreements and additions have been accepted by us and confirmed in writing.

4. Delivery time and place of delivery
4.1 Delivery shall take place ex warehouse or otherwise at our discretion. Delivery times are approximate. The delivery time commences when, after the conclusion of an agreement, agreement has been reached on all (technical) details and after all data, drawings, etc. necessary for the execution of the agreement are in our possession.
4.2 In the event of exceeding the delivery time, our client/customer shall not have the right to dissolve the agreement or to consider it dissolved, unless the delay exceeds:
a) for exhibition construction projects at the time of the opening of the event;
b) for other projects: 14 days.
Nor does our client/customer have the right to suspend its payment obligation.
Exceeding the delivery time shall never give rise to a claim for compensation, even after notice of default, unless stipulated in a written agreement. If the goods have not been taken delivery of by the client/purchaser after the expiry of the delivery period, the goods shall be stored at his disposal for his account and risk.
4.3 Goods purchased from us shall be deemed delivered as soon as those goods have been delivered to the place designated by our client/customer, or after we have notified our client/customer in writing that we are holding the goods at his disposal.

5. Delivery
5.1 If the assignment from us also includes the installation and/or assembly of goods purchased from us and/or designed and/or manufactured by us on behalf of our client/customer, the following applies:
 Unless expressly deviated from, the provisions of sections 4.1 through 4.3 above shall apply in their entirety.
 For exhibition construction projects, the delivery of the stand by us will take place no later than one hour before the opening of the trade fair, exhibition, and/or at least before the opening of the event for which the relevant project was manufactured.
We shall never be liable for exceeding the delivery times referred to herein if our client/customer has not provided us with all the information requested by us in a timely manner, i.e., within the period stipulated by us in writing.
 With regard to the completion of other projects, the provisions set out above in sub 4.1 to 4.3 apply in full.
 Delivery of projects executed by us is in all cases deemed to have taken place at the time agreed upon by us with our client/customer as the time of delivery and is deemed to have been accepted by our client/customer.
 Non-acceptance of the delivery as referred to above does not release our client from his payment obligation.

6. Rent/Letting
6.1 If the assignment to us also includes the rental/leasing of materials, the following applies:
 Unless expressly deviated from, the provisions of sections 4.1 through 4.3 above also apply in their entirety to the rental and leasing of materials, whereby delivery is to be understood in each instance as: handover and delivery time as: the agreed time of delivery.
Our client/customer shall use the materials rented from us exclusively for the intended purpose and guarantees to us that the rented materials will be made available to us undamaged and in good condition after the end of the agreed duration.
 With regard to the scope of the leased items, the specification of leased materials provided upon delivery, as shown inter alia in the technical drawing and/or the project description, shall be binding between the parties. This specification shall also be binding upon our client/customer in the absence of written agreement, unless a written complaint against it is lodged with us by our client/customer immediately after delivery.
Materials missing at the end of the rental agreement shall be deemed to have been purchased from us by our client/customer and delivered to our client/customer: those goods shall be invoiced to our client/customer at a replacement value to be determined by us, whereby the provisions of sections 10.1 through 10.7 of these terms and conditions apply in full. Damaged goods must be fully compensated on the same basis as described above.

7. Force Majeure
7.1 If delivery and/or execution of the work assigned to us is impossible or becomes extremely difficult due to force majeure, the latter at our discretion, we have the right to dissolve the agreement or to perform it only under modified conditions to be determined by us. Force majeure does not entitle our client/customer to dissolve the agreement or to consider it dissolved. Nor does it suspend the payment obligation of our client/customer.
7.2 Force majeure is understood here to mean any circumstance not attributable to us that renders the performance of the agreement wholly or partially impossible and/or extremely difficult.
7.3 Force majeure shall in any event also include the failure of third parties engaged by us for the execution of the project or for the delivery, including impediments of a financial nature and/or business interruption.

8. Risk/Transport Risk
8.1 All goods and materials are at the risk of our client/customer from the agreed time of delivery/completion/handover.
8.2 Rented materials are insured by us against fire and theft. Other risks must be insured by our client/customer.
8.3 Domestic transport is carried out in accordance with the General Conditions of Carriage. International transport is carried out in accordance with CMR conditions.
8.4 Goods delivered by our supplier/lessor before the agreed time are entirely at the expense and risk of the supplier/lessor until the agreed time.

9. Additional work
9.1 Any additional work assigned to us will be invoiced to our client/customer on the basis of subsequent calculation.
9.2 Delivery of goods is ex Ochten, unless otherwise agreed in writing.

10. Payment terms
10.1 Unless expressly stated otherwise, all quoted prices must be increased by value added tax.
10.2 Unless otherwise agreed in writing, our invoicing shall take place as follows:
 50% at the time of the conclusion of the agreement.
 50% upon completion of the work.
10.3 Unless expressly agreed otherwise in writing, all payments must be received by us no later than fourteen days after the invoice date.
10.4 The provisions of sub 10.2 above shall not apply if the agreement with our client/customer relates exclusively to the sale and delivery of movable goods; in that case, the provisions of sub 10.3 above shall apply in full.
10.5 In the event of exceeding the payment term, our client/customer shall be in default without notice of default and/or judicial intervention and shall owe interest at 1.25% per month on the full invoice amount, whereby a part of a month shall be counted as a full month.
If the statutory interest as referred to in Articles 6:119 and 6:120 of the Dutch Civil Code exceeds the agreed interest, our client/customer owes us the statutory interest.
10.6 All payments must be made without discount and/or compensation by transfer to the bank/giro account designated by us for this purpose.
10.7 We are entitled, in the event of non-payment, late payment, or any other conduct by our client/customer contrary to a concluded agreement, to claim from our client/customer all costs, both judicial and extrajudicial, caused by non-payment, late payment, or non-performance of one or more obligations under the agreement by our client/customer. In the event of a bankruptcy application, our client/customer is obliged to reimburse us for the costs of the bankruptcy application. The extrajudicial costs shall in any case amount to 15% of the amount owed to us by our client/customer, with a minimum of €250.
10.8 Unless otherwise indicated by our client/customer, payments shall be applied to the oldest outstanding invoice. Furthermore, payments shall first be applied to costs, then to accrued interest, and finally to the principal amount and current interest.
10.9 Payments must be made in the currency stated in the quotation or agreed upon.

11. Property
11.1 Goods supplied, processed, and/or repaired by us shall remain our property in full until our client/customer has fulfilled all of his obligations, of whatever nature, towards us. Goods taken into custody and/or stored by us shall serve as security for the satisfaction of all amounts owed by our client/customer to us under this agreement.
11.2 In the event of non-payment or incomplete payment, we have the right to reclaim the delivered goods, which have remained our property, from our client/customer, who undertakes to enable us to do so.
11.3 Our client/purchaser is obliged, in the event of bankruptcy, seizure, suspension of payments, or administration, to notify us thereof in writing and also to immediately inform the trustee/administrator and the seizing bailiff of the retention of title made by us. As long as the goods are not yet his property, our client/purchaser may not sell them, nor encumber them in any way.

12. Absence
12.1 If our client/customer fails to properly or timely fulfill any obligations arising from an agreement concluded with us, we are entitled to suspend the performance on our part of that agreement and/or of other agreements concluded with our client/customer, in whole or in part, or to dissolve that agreement, without notice of default and/or judicial intervention and without being liable for any compensation to that client/customer.
13. Advertisements
13.1 Complaints must be reported to us in writing within two days of receipt of the goods. In the event of complaints made after two days, we shall no longer be liable in any way for damage suffered and/or to be suffered by our client/customer and/or their legal successor.
13.2 Minor deviations in color, shape, and weight, as well as changes that have become necessary from a technical point of view—at our discretion—do not entitle our client/customer to make a complaint.
13.3 Our client/customer shall in any event lose his right of complaint if the delivered goods have been put into use by our client/customer or if modifications of any nature whatsoever have been made to the delivered goods.
13.4 Shipments must be sent carriage paid to our warehouse after we have granted written permission to do so; the transport risk for return shipments is borne by our client/customer.

14. Liability
14.1 Our liability is in all cases limited to an amount equal to the purchase price of the goods purchased from us or the agreed fee for services to be performed and/or work to be carried out by us.
14.2 If we are liable towards our client/customer, we are free to compensate the damage either by means of payment in cash or by providing a warranty and/or supplying parts, all up to a maximum of the amount of our liability, at our discretion.
14.3 Liability for all other damages, in particular consequential damages and non-material damages, however named, is expressly excluded unless the law provides otherwise.
14.4 Intellectual and industrial property rights:
The Client guarantees the free and undisturbed use by us of items supplied by him, directly or indirectly, including designs, models, mock-ups, drawings, etc. designed and/or manufactured by third parties. He is entitled to allow us to reproduce, show to third parties, disclose, and/or use these items for the benefit of the agreed projects, without further express written permission.
The Client indemnifies us against the financial consequences of claims by third parties due to infringement of their intellectual and industrial property rights. The above also applies if the infringement was committed in good faith.

15. Garantie
15.1 If we expressly and in writing grant a warranty to our client/customer, that warranty applies for the specified duration with a maximum of 6 months and shall in no case extend beyond the free delivery of the purchased items in place of those already delivered and/or at least to the free delivery of new parts, while we shall never be liable for any other damage suffered by our client/customer in this regard.
15.2 If we provide a manufacturer's warranty, the written conditions drawn up by us and provided to our client/customer, under which the warranty will be granted, shall apply.

16. Termination
16.1 Cancellation and/or termination of an agreement concluded with us may only take place with our express written consent and exclusively if our client/customer declares itself willing to reimburse the costs already incurred, including the costs of loss of profit, the latter costs amounting to at least 30% of the invoice amount.

17. Transfer of rights and obligations
17.1 Our client/customer is not entitled to transfer the rights and obligations arising from an agreement concluded with us, in whole or in part, to another party without our prior written consent.
17.2 If our client/customer transfers his rights and obligations arising from an agreement concluded with us with our consent, our client/customer shall remain jointly and severally liable alongside his legal successor for a period of one year for the performance by his legal successor of the rights and obligations arising from the agreement.

18. Disputes
18.1 The District Court of Arnhem has exclusive jurisdiction to hear all disputes, whether direct or indirect, arising from or related to this agreement. However, we reserve the right to institute legal proceedings before the competent court in the place of residence of our client/customer.
18.2 Our relationship with clients/customers, both domestic and foreign, is exclusively governed by Dutch law.

January 2019