GENERAL CONDITIONS OF SALE
of Zijlstra B.V., with its registered office in (4004 JL) Tiel, Edisonstraat 27

Article 1 – Applicability of the general conditions of sale and delivery and payment conditions
1.1. These general conditions of sale and delivery and payment conditions (hereafter to be referred to as: the „Conditions‟) form part of each agreement concluded between Zijlstra B.V. (hereafter to be referred to as: „Zijlstra‟) on the one hand and any third party (hereafter to be referred to as: „the Purchaser‟) on the other hand and all offers submitted by Zijlstra with respect to the delivery of movable goods.
1.2. These conditions shall also, after they have become part of any agreement between Zijlstra and the Purchaser, form part of agreements concluded later between Zijlstra and the Purchaser, even if at the conclusion of the agreements concluded later there has been no reference to the applicability of these Conditions.
1.3. Variations to the Conditions shall only apply if the Parties have expressly agreed these variations in writing and Zijlstra has accepted these variations in writing. These variations only apply to the offer or the agreement in which the variations were made.
1.4. Total or partial nullity of any provision of the Conditions shall not affect the validity of the other provisions of the Conditions.

Article 2 - Offers and conclusion of agreements
2.1. Each offer from Zijlstra is without obligation unless expressly stipulated in writing that it is irrevocable and shall expire by operation of law, unless otherwise expressly stipulated in writing, after a period of thirty (30) calendar days as of the date of the offer. Offers from Zijlstra can only be accepted in writing.
2.2. Agreements are only concluded between Parties by written confirmation of the conclusion of the agreement to the Purchaser by people on behalf of Zijlstra, authorised by Zijlstra, or because Zijlstra, without reservation, executed the agreement in a manner clear to the Purchaser. Notwithstanding the above, Zijlstra, unless expressly agreed otherwise in writing, shall first deliver the ordered goods if the total minimum of the order value has been reached as applicable to the country the Purchaser has its registered office or as specifically stated on the offer or confirmation of the offer from Zijlstra. Zijlstra has the right, without being liable to pay compensation and without prejudice to Zijlstra‟s rights pursuant to article 15, to terminate agreements concluded with the Purchaser or to terminate these agreements by giving notice if the above-mentioned minimum order value has not been reached within a period of six weeks after the (first) agreement has been concluded.
2.3. Amendments or additions to an already concluded agreement as well as additional agreements are only binding if they have been confirmed in writing by Zijlstra to the Purchaser.
2.4. Drawings, illustrations, measures or other delivery dates are only binding if they have been expressly agreed in writing.

Article 3 – Prices
3.1. Any prices referred to by Zijlstra in its offers are not binding, unless expressly agreed in writing.
3.2. All prices are exclusive of VAT.

Article 4 – Delivery
4.1. When Zijlstra shows or provides a drawing, photograph, model, design, calculation or other data, it is indicative only. The goods eventually delivered may differ from the shown goods.
4.2. Unless agreed otherwise delivery is carriage paid including duties. Time of delivery shall be the time the goods leave Zijlstra's warehouse. As of the date of delivery, the goods are at the risk of the Purchaser.
4.3. The Purchaser has the obligation to take delivery of the goods at the time of delivery. If the Purchaser refuses to take delivery or is negligent with providing information or instructions required for delivery, the goods will be stored at the risk of the Purchaser. In this case, the Purchaser shall pay the storage costs, without prejudice to the right of Zijlstra to claim performance and/or full compensation at a later date and to proceed to termination of the agreement.
4.4. The Purchaser, under penalty of forfeiture of rights, shall inspect the delivered goods within 7 working days after actual delivery for any defects or damage or have a third party inspect the goods after Zijlstra informed the Purchaser that the goods are at the disposal of the Purchaser. Defective or incomplete goods will only be taken back by Zijlstra and (where applicable) replaced if the goods are returned in the original packaging.

Article 5 – Partial Deliveries Zijlstra retains the right to make partial deliveries which may be invoiced separately (partial deliveries). The Purchaser has the obligation to pay in accordance with the provisions of article 12 of the Conditions.

Article 6 – Delivery period
6.1. Information regarding the delivery time shall be approximations only and shall not be considered to be strict deadlines, unless expressly agreed otherwise in writing.
6.2. Zijlstra shall not be liable in any way if the delivery period is exceeded by any cause whatsoever. Exceeding the delivery period does not create an obligation for Zijlstra to pay any compensation and does not give the Purchaser the right to terminate the agreement and/or to refuse to take delivery or to claim suspension of any of the Purchaser's obligations.

Article 7 – Force majeure
7.1. Force majeure, in addition to the provisions of article 6:75 of the Dutch Civil Code, means: strikes (both organised and unorganised) in the company of Zijlstra, a general lack of material and other goods or services required for achieving the agreed performance and general traffic obstructions, (whether or not attributable) non-performance by suppliers of Zijlstra, industrial actions (both organised and unorganised) and lack of personnel.
7.2. The delivery and other obligations of Zijlstra will be suspended during a period of force majeure. If the period in which fulfilment of obligations by Zijlstra is not possible as a result of force majeure exceeds 6 months, both parties have the right to terminate the agreement, in whole or in part, by giving notice or by termination, without any obligation arising to pay damages or to revoke.
7.3. Zijlstra has the right to claim payment for performance in relation to the execution of the relevant agreement before force majeure became evident.
7.4. Zijlstra also has the right to claim force majeure if the circumstance causing force majeure arises after Zijlstra had to perform.

Article 8 – Guarantee
8.1. With due observance of the provisions of the conditions, Zijlstra guarantees that the materials delivered by Zijlstra and/or used/processed by Zijlstra will meet the requirements set in the normal course of business for a period of 6 months after delivery. If the Purchaser has sufficiently demonstrated that the delivered goods or the materials do not meet the requirements set in the normal course of business, Zijlstra, at its own discretion, will either repair the delivered goods or replace the delivered goods, or (in whole or in part) terminate the agreement in combination with pro rata restitution of the payments already made by the Purchaser, without having to pay damages.
8.2. The above-mentioned guarantee obligation shall lapse if:
a. the Purchaser repairs or changes the delivered goods or has them repaired or changed by a third party without prior written approval from Zijlstra;
b. the Purchaser has used the delivered goods for another purpose than the designated purpose;
c. the Purchaser has treated, used or maintained the delivered goods in (in Zijlstra‟s reasonable opinion) in an improper manner;
d. the Purchaser does not fulfil its obligations towards Zijlstra;
e. the Purchaser has not fulfilled its information obligations pursuant to article 8.7;
f. the Purchaser otherwise, in whole or in part, is responsible for the defect of the delivered goods.
8.3. Any costs of disassembly, shipment and transport shall be for the account and risk of the Purchaser.
8.4. Guarantee for goods bought elsewhere by Zijlstra is only given if and to the extent that the manufacturer/supplier in question provides guarantee and to the extent thereof.
8.5. The guarantee period will not be extended after guarantee repairs.
8.6. The fact that the Purchaser makes a claim under the guarantee does not release the Purchaser from its obligations such as payment and taking delivery pursuant to the agreements concluded with Zijlstra.
8.7. In the event that the delivered goods consist in whole or in part of glass, the Purchaser shall inform the client properly about the qualities, and handling of this material and, in particular, the fact that even minimal damage to hardened glass may lead to pressure differences and subsequent (glass) breakage.

Article 9 – Claims
9.1. Claims shall be made in writing and as soon as possible, but no later than and with due observance of the period referred to in article 4.4, within 7 working days after the defects have been located, with detailed specification of the nature and the basis of the complaint(s) and the alleged basis of the liability of Zijlstra to replace, repair or pay damages. Unsubstantiated or not sufficiently substantiated complaints will not be dealt with by Zijlstra. The Purchaser is aware of the fact that if the goods are manufactured from glass even minimal and perhaps at first sight insignificant damage in the long term may cause (glass) breakage and therefore even such damage has to be reported as well.
9.2. After the lapse of the above-mentioned period the Purchaser is deemed to have approved the delivered goods. Complaints will no longer be dealt with by Zijlstra after the lapse of the above-mentioned period.
9.3. Return of the delivered goods may only be effected with Zijlstra‟s prior written permission, under conditions to be determined by Zijlstra.

Article 10 – Liability
10.1. The liability of Zijlstra towards the Purchaser, with the exception of the provisions in the following paragraphs, is limited to the fulfilment by Zijlstra of its guarantee obligations as described in article 8.
10.2. Liability of Zijlstra for committing unlawful acts is excluded with the exception of acts as a result of an intentional act or omission or wilful recklessness by management employees of Zijlstra. Also excluded is Zijlstra‟s liability for indirect damage and consequential damage incurred by the Purchaser as a result of an attributable failure of Zijlstra to fulfil its obligations under any agreement, such as, but not expressly limited to: loss of profit, lost turnover, immaterial damage, missed opportunities and attacks on one‟s reputation, unless this damage is the result of an intentional act or omission or wilful recklessness by management employees of Zijlstra.
10.3. Zijlstra‟s liability for direct damage incurred by the Purchaser as a result of or related to an attributable failure of Zijlstra to fulfil its obligations towards the Purchaser under an agreement concluded with the Purchaser, is limited to the events in which the Purchaser proves that the damage is a direct result of the failure to fulfil its obligations and is furthermore limited per event or series of connected events with a common cause to the value agreed between the Parties (excluding VAT) of the obligation(s) Zijlstra attributably failed to fulfil and then per delivered good with a maximum of € 2,500 per event or series of events with a common cause, unless a further limitation arises from one of the other paragraphs.
10.4. Each claim towards Zijlstra on the basis of an agreement concluded with Zijlstra shall be terminated by the mere lapse of one year, unless a summons has been issued previously. The expiry period starts the day following the day the Purchaser became aware both of the damage and the liable party.
10.5. Any defences Zijlstra may derive from the agreement concluded with the Purchaser to avert its liability, may also be invoked by its personnel and third parties engaged by Zijlstra for the execution of the agreement against the Purchaser, as if its personnel and as if the above-mentioned third parties were parties to the agreement.
10.6. Conditions limiting liability and excluding or establishing conditions which may be invoked against Zijlstra by third parties may also be invoked against the Purchaser by Zijlstra.
Article 11 Indemnification The Purchaser shall indemnify Zijlstra, its personnel and any third parties engaged by Zijlstra within the context of the fulfilment of its obligations under the agreement against any claims from other third parties to compensation of any (alleged) damage incurred by the last-named, caused by or otherwise related to Zijlstra's performance under the agreement.

Article 12 – Payment conditions
12.1. Unless explicitly agreed otherwise in writing, payment of any invoiced amount shall be effected within thirty (30) calendar days after the invoice date and in accordance with the manner specified on the invoice. The payment shall be effected in the agreed currency and without set-off, deduction and/or suspension.
12.2. In the event of late payment of an invoice the Purchaser, without previous notice of default, shall be in default and all payment obligations of the Purchaser shall become due and payable forthwith. This also applies when the Purchaser is declared to be in liquidation or has applied for a moratorium.
12.3. In the event of late payment of an invoice the Purchaser shall pay the statutory commercial interest (article 6:119a of the Dutch Civil Code) plus 2 % on the invoice amount, as of the due date of the invoice. In addition, Zijlstra has the right to charge € 7.50 default charges.
12.4. Furthermore, all judicial and extrajudicial costs, within reason, incurred by Zijlstra, (such as, but not limited to bailiff‟s costs and costs of legal assistance) incurred within the context of the non-fulfilment of the Purchaser of its obligations shall be for the account of the Purchaser, such with a minimum of 10% of the principal sum due (including VAT) or an amount of € 250 if the amount is higher, which minimum compensation should (also) be considered an incentive for the Purchaser to properly fulfil its (payment) obligations (penalty clause).
12.5. Payments made by the Purchaser shall first of all serve to settle any payable interest and costs and subsequently the longest outstanding payable invoices, even if the Purchaser should state that the payment is related to an invoice subsequently sent.
12.6. Irrespective of the above, Zijlstra at any time has the right to demand payment in cash or, before proceeding to deliver or further to perform work, to demand adequate security from the Purchaser for timely payment. The security is furnished by means of providing an irrevocable bank guarantee at a Dutch banking institution with a good reputation, or by furnishing another security which, within reason, equals a bank guarantee.

Article 13 – Retention of title
13.1. All goods delivered to the Purchaser shall remain the property of Zijlstra until the moment of settlement of everything the Purchaser shall pay Zijlstra, for whatever reason, including interest and costs.
13.2. The Purchaser does not have the right to sell the goods falling under the retention of title unless the sale takes place within the context of the normal course of business of the Purchaser. Otherwise the Purchaser does not have the right to pledge the goods or to establish any other right on the goods.
13.3. Without prejudice to its other rights, Zijlstra is authorised irrevocably by the Purchaser to take possession of the goods delivered by Zijlstra and to enter the location where the goods are held, if the Purchaser does not fulfil its obligations (in time) towards Zijlstra, without any notice of default being required and without judicial intervention. For the period that the delivered goods are still owned by Zijlstra, the purchaser will insure the goods properly against the usual risks.

Article 14 – Intellectual property rights
14.1. Any intellectual property rights (also including copyrights and registered and unregistered design rights) to drawings, photographs, catalogues, models, designs, calculations and such provided by Zijlstra to the Purchaser (hereafter to be referred to as: “the Materials”), shall always remain with Zijlstra and shall never transfer to the Purchaser. Where the word “deliver” or conjugations of this word are used in these Conditions, one may not conclude that the transfer of intellectual property rights is intended. The Purchaser only receives a non-exclusive, non-transferrable and revocable right to use the Materials in an unaltered form and for its own use, which right will always be limited to the explicitly agreed use and/or the use required, within reason, in the context of the execution of the agreement.
14.2. Without prejudice to the general meaning of article 14.2, the Purchaser is in particular expressly not allowed to copy and/or process the contents (including pictures) of the catalogues provided by Zijlstra. If and to the extent in which Zijlstra puts digital photographs at the disposal of the Purchaser, the use of these photographs is only allowed for purposes explicitly specified by Zijlstra and the use thereof on any website is prohibited, unless Zijlstra explicitly grants its prior written permission. Zijlstra has the right to revoke its permission to use the Materials at any time forthwith, without becoming liable for compensation towards the Purchaser, by which the Purchaser then immediately shall return the Materials to Zijlstra.
14.3. The Purchaser is not allowed to use the item numbers used by Zijlstra for its own use of the goods in question. The Purchaser is also not allowed to place its own pictures or drawings of goods originating from Zijlstra and/or the item numbers thereof on the Internet.
14.4. If and to the extent that by law is established that the goods delivered by Zijlstra to the Purchaser breach any copyright and/or design right from third parties valid in the Netherlands, Zijlstra will take back these goods under compensation of the purchase price paid by the Purchaser. The above-mentioned compensation of the purchase price is the only remedy of the Purchaser in this event.

Article 15 – Termination and cancellation 15.1. Without prejudice to the provisions of article 6:265 of the Dutch Civil Code Zijlstra has the right to terminate the agreement concluded with the Purchaser by means of termination or cancellation, without being liable to pay compensation, if:
a. the Purchaser is declared to be in liquidation, files a petition for liquidation or if a petition for its liquidation is filed by others;
b. the Purchaser has applied for a (provisional) moratorium or proceeds to liquidation;
c. the assets of the Purchaser or part thereof are attached.
15.2. Unless total or partial cancellation has been excluded when the agreement with Zijlstra was concluded, the Purchaser has the right, within a period of six weeks of the conclusion of the agreement, but not within a period of fourteen days prior to the delivery date designated by Zijlstra, to cancel the agreement, in whole or in part, by means of a written statement directed at Zijlstra, against payment to Zijlstra of 30% of the agreed purchase price corresponding with the part of the agreement that has been cancelled. The cancellation only takes effect once the above-mentioned payment has been received by Zijlstra. Partial cancellation of an agreement to a remaining order value of less than the minimum value of the order as applies in the country in which the Purchaser has its registered office or as specifically stated in the offer or order confirmation of Zijlstra, is not possible.

Article 16 – Applicable law and disputes
16.1. Dutch law shall apply exclusively to all offers of Zijlstra and all agreements with Zijlstra, with the exception of the Vienna Sales Convention.
16.2. Any disputes, including disputes which only one of the Parties considers to be a dispute, arising from or related to the agreement to which the Conditions apply or concerning the Conditions and its explanation or execution, both factual and legal, shall be judged exclusively by the competent Court in Arnhem, unless Zijlstra prefers to submit the dispute to the competent Court in the place of business/location of the Purchaser.

Article 17 – Inconsistency between the Dutch text and the translation In the event of inconsistency between the text of the Conditions in the Dutch language and, where appropriate, in another language, the Dutch version will be binding.

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