Of the private company with limited liability Designtegels.nl BV, established in Utrecht, the Netherlands (Chamber of Commerce number 55842046) and of the (legal) persons affiliated with it, registered with the Chamber of Commerce.

GENERAL TERMS AND CONDITIONS

1.1. These terms and conditions apply to every current and future offer, quotation, delivery and agreement between the Seller and a counterparty, hereinafter referred to as: the Buyer.

1.2. These terms and conditions also apply to agreements with the Seller, for the execution of which the Seller must engage third parties.

1.3. All orders are accepted solely by the Seller. No contracts are concluded with the Seller's personnel or management. The general terms and conditions are therefore also applicable to the actions of the Seller's personnel or management.

1.4. The applicability of any purchasing or other conditions of the Buyer are expressly and explicitly rejected.

1.5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions in these general terms and conditions shall remain fully applicable. The Seller and the Buyer shall then enter into consultations in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and scope of the original provisions shall be taken into account as much as possible.

1.6. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be in accordance with the spirit of these provisions.

1.7. If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

1.8. If the Seller does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Seller in any way loses the right to require strict compliance with the provisions of these conditions in other cases.

Article 2. Quotations and offers

2.1. All quotations and offers from the Seller are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime, for whatever reason, or if the quotation is not accepted by the Buyer.

2.2. The Seller cannot be held to its quotations or offers if the Buyer could reasonably understand that the quotations or offers and descriptions, or a part thereof, contain an obvious mistake or error.

2.3. The prices of the products stated in a quotation or offer are inclusive of VAT. Other government levies may be passed on.

2.4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Seller is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Seller indicates otherwise.

2.5. A composite quotation does not oblige the Seller to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders/offers.

2.6 As a rule, a deposit is required for placing an order, which is stated on the quotation.

Article 3. Delivery times, implementation and changes

3.1. The Buyer must collect his order from the agreed store or warehouse within 14 days after the message that the order is ready or have his order delivered by a carrier. After that, the Seller, after the Buyer has been duly notified of default, is entitled to dissolve the agreement and take the goods back into stock and make them available for sale. In that case, the Buyer nevertheless owes a percentage of 80% of the sales price to the Seller.

3.2. For a market-conform fee, the Seller can have the order delivered to a location desired by the Buyer. The Seller uses external carriers and can agree on a delivery date within a specific part of the day. The Buyer must then be at home on the agreed day to receive the shipment. The carrier delivers to the front door. The Seller is not liable for damage occurring during transport if the Buyer has arranged for transport himself.

3.3. If a term has been agreed or specified for the completion of certain work or for the delivery of certain items to be charged to the Seller, this is never a fatal term. If a term is exceeded, the Buyer must therefore give the Seller written notice of default. The Seller must be given a reasonable term of at least 6 weeks to still perform the agreement before default can occur.

3.4. The Seller has the right to have certain work carried out by third parties.

3.5. The Seller is entitled to execute/deliver the agreement in different phases and to invoice the part thus executed separately.

3.6. If the agreement is executed in phases, the Seller may suspend the execution of those parts belonging to a subsequent phase until the Buyer has approved the results of the preceding phase in writing and has paid the invoice for the previous phases.

3.7. If the Seller requires information from the Buyer for the execution of the agreement, the execution period will not commence until the Buyer has made this information available to the Seller correctly and completely. The Seller is not liable for the consequences of incorrect or incomplete information provided by the Buyer.

3.8. If during the execution of the agreement it appears that it is necessary to amend or supplement it for a proper execution thereof, the parties will adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Buyer, the competent authorities, etc., is amended and the agreement is thereby amended in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. The Seller will provide a price quote for this in advance as much as possible. An amendment to the agreement may change the originally stated term of execution. The Buyer accepts the possibility of amendment to the agreement, including the amendment of the price and term of execution.

3.10. Without being in default, the Seller may refuse a request to amend the agreement if this could have consequences in terms of quality and/or quantity, for example for the work to be carried out or the goods to be delivered in that context.

3.11. If the Buyer fails to properly fulfil its obligations towards the Seller, the Buyer shall be liable for all damages (including all (legal) costs) incurred by the Seller directly or indirectly as a result.

3.12. If the Seller agrees on a specific price when concluding the agreement, the Seller is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation:
– If the price increase is the result of a change to the agreement;
– If the price increase results from an authority vested in the Seller or
an obligation imposed on the Seller by law.

Article 4. Suspension, termination and interim cancellation

4.1. The Seller is entitled to suspend the fulfillment of the obligations or to terminate the agreement immediately and with direct effect, if:
– the Buyer does not fulfil the obligations under the agreement, does not fulfil them in full or does not fulfil them on time and
has been properly notified of this;
– the Buyer was requested to provide security when concluding the agreement or afterwards
to provide security for the fulfillment of its obligations under the agreement and this security
is lacking or insufficient;
– circumstances arise which are of such a nature that compliance with the
agreement impossible or unchanged maintenance of the agreement in
reasonableness cannot be expected of the Seller;
– a situation as referred to in Article 3.1 occurs.

4.1. If the termination is attributable to the Buyer, the Seller is entitled to compensation amounting to 80% of the sales price, without prejudice to the right of the Seller to also claim reimbursement of all costs incurred by him.

4.2. If the agreement is dissolved, the Seller's claims against the Buyer are immediately due and payable. If the Seller suspends the fulfilment of the obligations, he retains his claims under the law and the agreement.

4.3. If the Seller suspends or dissolves the agreement on the grounds stated in this article, he shall not be obliged to pay any compensation for damage and costs incurred in any way as a result, or to provide compensation, while the Buyer shall be obliged to pay compensation or compensation on the grounds of breach of contract.

4.4. If the agreement is terminated prematurely by the Seller, the Seller will, in consultation with the Buyer, ensure that any work still to be performed is transferred to third parties. This unless the termination is attributable to the Buyer. Unless the premature termination is attributable to the Buyer, the costs for transfer will be charged to the Buyer. The Seller will inform the Buyer in advance as much as possible about the extent of these costs. The Buyer is obliged to pay these costs within the period specified by the Seller, unless the Seller indicates otherwise.

4.5. In the event of liquidation, (application for) suspension of payment, bankruptcy, or application of the WSNP, the Seller is free to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any damages or compensation. In this case, article 4.1 shall apply in full.

4.6 If the agreement is terminated prematurely by the Buyer, the right to reclaim the deposit shall lapse.

Article 5. Force Majeure

5.1. The Seller shall not be obliged to fulfil any obligation towards the Buyer if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he is not responsible under the law, a legal act or generally accepted views.

5.2. In these general terms and conditions, force majeure shall be understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the Seller has no influence, but which prevent the Seller from fulfilling its obligations. The Seller shall also have the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Seller should have fulfilled its obligation.

5.3. The Seller may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, then either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.

5.4. If the Seller has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, the Seller is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

6.1. The invoice must be paid by the Buyer by debit card or cash when collecting the order. If the order is delivered, payment must be made no later than 3 days before the agreed delivery date by bank transfer to bank account number 13.57.04.782 of Designtegels.nl BV in Utrecht, stating the invoice number.

6.2. If payment has not been credited on time, the Seller will not hand over the order to the carrier. Payment must always be made in a manner to be specified by the Seller in the currency in which the invoice was issued, unless otherwise specified in writing by the Seller. The Seller is also entitled to invoice periodically.

6.3. If the Buyer fails to pay an invoice on time, the Buyer shall be in default by operation of law. The Buyer shall then owe interest. In the case of consumer purchases, the interest shall be equal to the statutory interest. In other cases, the Buyer shall owe contractual interest of 1% per month, unless the statutory commercial interest is higher, in which case the statutory commercial interest shall be owed.

6.4. The Seller has the right to apply payments made by the Buyer first to reduce costs, then to reduce accrued interest and finally to reduce the principal and current interest.

6.5. The Seller may, without thereby being in default, refuse an offer of payment if the Buyer specifies a different order for the allocation of the payment.

6.6. If the Buyer fails to meet his payment obligation, he shall owe the Seller the extrajudicial collection costs in accordance with the BIK Decree.

Article 7. Retention of title

7.1. All goods delivered by the Seller under the agreement shall remain the property of the Seller until the other party has properly fulfilled all obligations towards the Seller on whatever grounds.

7.2. Items delivered by the Seller that 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 Buyer is not authorised to pledge or otherwise encumber the items falling under the retention of title.

7.3. The Buyer shall at all times do everything that may reasonably be expected of him to safeguard the ownership rights of the Seller.

7.4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Buyer is obliged to inform the Seller thereof immediately.

7.5. The Buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the Seller upon first request. In the event of any payment under the insurance, the Seller is entitled to these funds. To the extent necessary, the Buyer undertakes in advance to cooperate with the Seller in everything that may (appear to) be necessary or desirable in this context.

7.6. In the event that the Seller wishes to exercise its ownership rights as referred to in this article, the Buyer hereby grants unconditional and irrevocable permission in advance to the Seller and third parties designated by the Seller to enter all places where the Seller's property is located and to take back such items.

Article 8. Guarantees, inspection and complaints

8.1. The items to be delivered by the Seller meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. In the event of use outside the Netherlands, the Buyer must verify for himself whether the use thereof is suitable for use there and whether they meet the conditions that are set for it. In that case, the Seller may set other guarantee and other conditions with regard to the items to be delivered or work to be carried out.

8.2. The guarantee referred to in paragraph 1 of this article applies for a period of 12 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the Seller concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item, unless stated otherwise. After the guarantee period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Buyer. The Buyer is obliged to strictly comply with the instructions for use as set out in the document “placing and treating Azule cement tiles”, under penalty of forfeiture of any guarantee.

8.3. Any form of guarantee shall lapse in the event of improper or inappropriate use or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and/or by third parties when, without the written permission of the Seller, the Buyer or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed by the Seller. The Buyer is also not entitled to claim under the guarantee if the defect has arisen due to or is the result of circumstances over which the Seller has no influence, including weather conditions (such as, but not limited to, extreme rainfall causing moisture damage to products or temperatures below minus 5 or above plus 35) etc.

8.4. The Buyer is obliged to examine the delivered goods (or have them examined) immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Buyer must examine whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any defects must be reported to the Seller in writing within two weeks of discovery. The report must contain a description of the defect that is as detailed as possible, so that the Seller is able to respond adequately. The Buyer must give the Seller the opportunity to investigate a complaint (or have it investigated).

8.5. If the Buyer complains in time, this does not suspend his payment obligation. In that case, the Buyer also remains obliged to accept and pay for the other items ordered, unless they have no independent value.

8.6. If a defect is reported later than 14 days after the defect was reasonably discovered, the Buyer will no longer be entitled to repair, replacement or compensation, unless a longer period arises from the nature of the case or the other circumstances of the case. In the event of damage, the Buyer must inform the Seller in writing (by e-mail) within 24 hours of receipt.

8.7. If it is established that an item is defective and a complaint has been made in a timely manner, the Seller will replace the defective item within a reasonable period after receipt of the return or, if return is not reasonably possible, written notification of the defect by the Buyer, at the Seller's discretion, or ensure that it is repaired or pay the Buyer compensation for it. In the event of replacement, the Buyer is obliged to return the replaced item to the Seller and to transfer ownership thereof to the Seller, unless the Seller indicates otherwise.

8.8. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the Seller, will be borne in full by the Buyer.

Article 9. Liability

9.1. If the Seller is liable, then this liability is limited to what is stipulated in this provision.

9.2. The Seller shall not be liable for any damage of any nature whatsoever arising from the Seller relying on incorrect and/or incomplete information provided by or on behalf of the Buyer.

9.3. The Seller is only liable for direct damage.

Direct damage is understood to mean exclusively:

- the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;

- any reasonable costs incurred to ensure that the Seller's defective performance complies with the agreement, to the extent that these can be attributed to the Seller;

- reasonable costs incurred to prevent or limit damage, to the extent that the Buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

9.4. The Seller shall never be liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business or other stagnation. In the case of consumer purchases, this limitation shall not extend beyond that which is permitted pursuant to Article 7:24 paragraph 2 of the Dutch Civil Code.

9.5. The Seller's liability is in any case always limited to the amount of the payment of its insurer, if applicable.

9.6. If the Seller is liable for any damage, the Seller's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.

9.7. The limitations of liability contained in this article shall not apply if the damage is due to intent or gross negligence on the part of his manager and subordinates.

Article 10. Limitation period

10.1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the Seller and third parties involved by the Seller in the performance of an agreement shall be one year after the Buyer reasonably became aware or could have become aware of the claim or defense.

10.2. The provisions of paragraph 1 shall not apply to legal claims and defences based on facts that would justify the assertion that the delivered item does not conform to the agreement. Such claims and defences shall lapse after two years after the Buyer has notified the Seller of such non-conformity.

Article 11. Transfer of risk

11.1. The risk of loss, damage or depreciation shall pass to the Buyer at the time the goods are placed in the Buyer's possession and/or at the time the goods are transported on the Buyer's behalf.

11.2. The Buyer must check the purchased tiles for breakage, damage and colour fastness before the tiles are transported. Damaged tiles can be exchanged immediately and free of charge. The Buyer must also check whether the goods on the invoice correspond to what the Buyer has received. The Buyer is responsible for this.

11.3. Tiles that the Buyer has received via an external carrier must be checked for correctness and damage immediately upon receipt. In the event of damage or incorrectness, the Buyer must inform the Seller in writing (by email) within 24 hours of receipt. The Seller is not liable for damage caused during transport carried out by third parties.

Article 12. Indemnification

12.1. The Buyer shall indemnify the Seller against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to other than the Seller.

12.2. If the Seller is approached by third parties on this basis, the Buyer is obliged to assist the Seller both out of court and in court and to immediately do everything that may be expected of him in that case. If the Buyer fails to take adequate measures, the Seller is entitled, without notice of default, to take such measures himself. All costs and damage incurred by the Seller and third parties as a result thereof shall be entirely for the account and risk of the Buyer.

Article 13. Intellectual property

13.1. The Seller reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual property laws and regulations. The Seller has the right to use the knowledge acquired by him through the performance of an agreement for other purposes, provided that no strictly confidential information of the Buyer is brought to the attention of third parties.

Article 14. Applicable law and disputes

14.1. All legal relationships in which the Seller is a party shall be exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

14.2 All disputes will be submitted to a court designated by the Seller; the Zeeland-West-Brabant Court in Breda.

Article 15. Language

15.1. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.