Delivery terms and conditions Ictoria b.v.

General Terms and Conditions of Sale Article 1 General

This section of the general conditions of sale contains general information.

1.1 These general terms and conditions apply to all offers, written quotations, tenders, work in the broadest sense of the word by Ictoria, as well as to all (supplementary) agreements, including those assignments and/or agreements related to and/or arising from agreements, between (Contractor) and a client.

1.2 For the purposes of these general terms and conditions, “client” means any natural person or legal entity that has entered into, or wishes to enter into, an agreement with Ictoria, regardless of the form in which the agreement was entered into, and except for them, their legal successors.

1.3 In these terms and conditions, written means by mail.

1.4 Additional and/or deviating conditions – including also purchase conditions – of the client do not form part of the agreement between Ictoria and the client, are explicitly rejected and therefore do not bind the contractor, unless the contractor accepts the conditions of the client in writing in whole or in part.

1.5 Deviations from the general conditions shall be binding only if and to the extent expressly agreed in writing and only for the offers, quotations, work and (additional) agreements to which they apply. Such written agreements shall then prevail over what is stated in these general terms and conditions with respect to the subject in question. With regard to other provisions, as well as offers, quotations, work and (supplementary) agreements, these general terms and conditions shall remain in full force without deviations from the general terms and conditions.

General Conditions of Sale Article 5 Claims And Warranty

This section of the general conditions of sale sets out the time limits for complaints and warranty periods.

5.1 The client must make any complaints in writing to Ictoria within 14 days of the date of dispatch of the documents or information about which the client is complaining, or within 14 days of discovery of the defect.

5.2 Complaints shall not suspend the client’s obligation to pay. The client may not, on the basis of a complaint about a particular service, delay or refuse payment for other services provided by Ictoria to which the complaint does not relate.

5.3 In the event of a justified complaint, the client has the option of adjusting the fee charged, improving or redoing the work rejected free of charge, or not (or no longer) carrying out the assignment in whole or in part against a proportionate refund of the fee already paid by the client.

5.4 Ictoria warrants the soundness of the product supplied and the quality of the material used and/or supplied for it under normal use, during the warranty period and excluding any visible defects.

5.5 Defects caused by non-observance of operating requirements, normal wear and tear, assembly/installation, modification or repair by third parties, application of government regulations relating to the nature or quality of materials used, or materials or goods provided by the client to Ictoria for processing shall be excluded from the warranty.

5.6 If the client fails to meet its obligations, properly or on time, Ictoria shall not be bound by any warranty. If the client proceeds to dismantle, repair or other work in respect of the product without the prior written approval of Ictoria, any claim under the warranty shall lapse.

5.7 Return of the product delivered can only take place with the prior written consent of the contractor under conditions to be determined by the contractor.

General Terms and Conditions of Sale Article 6 Liability

This section of the Terms and Conditions of Sale contains more information about the liability of the various parties.

6.1 Ictoria shall only be liable for performance of the warranty obligations set forth in Article 5.

6.2 Ictoria shall not be liable except in cases of intentional or deliberate recklessness or if reliance on the exclusion of liability would be unacceptable.

6.3 If Ictoria is liable, liability shall be limited to direct damage and to a maximum of €25,000, unless the insurer pays more. A series of related events shall count as one event.

6.4 Ictoria shall not be liable for indirect damages and various other cases listed in this article. Reporting the damage to the contractor is a prerequisite for the right to compensation.

6.5 Ictoria shall perform its work to the best of its ability. If damage is caused by incorrect or incomplete information from the client, Ictoria shall not be liable. However, if there is gross negligence or intent, Ictoria shall be liable to the extent set out in clause 5.

6.6 In the case of a consultancy assignment, Ictoria’s liability shall be limited to the fee received and a maximum of the fee for the last 6 months in the case of assignments with a lead time exceeding six months.

6.7 The client shall indemnify Ictoria against claims by third parties for damage caused by incorrect or incomplete information provided by the client, unless the client can demonstrate that the damage is not due to its culpable act or omission or caused by intent or gross negligence on the part of Ictoria and unless any mandatory legislation does not permit this.

General Terms and Conditions of Sale Article 7 Retention of Title.

This section of the general conditions describes the retention of title when the products belong to whose property.

7.1 Ictoria remains the owner of all goods delivered, including drawings and advice, until the client has complied with all payment obligations under the agreement and has satisfied Ictoria’s claims for failure to perform. At the request of Ictoria, the client shall establish a non-possessory pledge on the delivered goods as security for all existing and future claims of Ictoria. As long as the client has not paid for the goods in full, it may not establish a lien

or possessory lien on the goods or transfer them in any way to third parties, except with Ictoria’s written consent.

7.2 The client may use or sell the goods in its normal course of business, but until it has paid in full, all of the client’s rights in respect of the goods against its customers shall take the place of Ictoria. Client shall, if necessary, transfer these rights to Ictoria, which transfer Ictoria shall accept. If the transfer of these rights requires further acts of fact or law, the client shall cooperate.

7.3 Ictoria shall have the right to access the delivered goods if necessary. The client shall at all times give Ictoria the opportunity to exercise its retention of title by taking back the delivered goods, including any necessary disassembly. The costs for this shall be borne by the client and the client shall cooperate in this without the need for a demand, notice of default or judicial intervention.

General Terms and Conditions of Sale Article 8 Delivery Period

This section of the general conditions of sale states what the delivery period is in general.

8.1 If the client owes an advance payment or if it is required to supply information and/or materials for performance, the period within which the work must be completed shall not begin until payment has been received in full by Ictoria or the information and/or materials have been made available to Ictoria in full, respectively.

8.2 Deadlines by which the work must be completed shall only be regarded as deadlines if this has been agreed in writing. This is because the duration of the order may be affected by various factors, such as the quality of the information provided by the client and the cooperation provided.

8.3 Unless it has been established that performance of the contract is permanently impossible, the client may not dissolve the contract on the grounds of failure to meet a deadline, unless the contractor also fails to perform the contract or fails to perform it in full within a reasonable period of time after the client has given it a reasonable period of time in writing to still perform. Dissolution is then possible according to article 265 of Book 6 of the Civil Code.

Algemene Verkoop Voorwaarden Artikel 10 Overmacht

This section of the general conditions of sale states what happens in case of force majeure.

10.1 During force majeure the obligations of Ictoria are suspended. If the period in which fulfilment of the obligations by Ictoria is not possible due to force majeure lasts longer than two months, the contractor may dissolve the agreement without judicial intervention. In that case, there is no obligation to pay damages.

10.2 Force majeure means all facts and circumstances which (temporarily) impede or make impossible the performance of the agreement, over which Ictoria has no control and which cannot be attributed to Ictoria in accordance with the law, legal act or generally accepted practice.

10.3 If Ictoria has already partially fulfilled its obligations when force majeure occurs, or has only partially fulfilled its obligations, the client shall be obliged to pay Ictoria the agreed amount pro rata.

10.4 Ictoria may also invoke force majeure if the non-attributable failure preventing performance of the agreement occurs after it should have fulfilled its obligations.

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