General terms & conditions

1. Applicability
1. These terms of delivery apply to all offers/quotations, agreements and all obligations arising from these offers/quotations made by AOKE Europe BV hereinafter referred to as: AOKE Europe.
2. Deviations from these delivery terms and conditions can only be made in writing and only apply to the specific agreement to which they relate.

2. Offers/quotes
1. All offers/quotes of AOKE Europe are without obligation and can be revoked at any time, even if they contain a term for acceptance. Offers/quotations can also be revoked in writing by AOKE Europe within 3 working days after receipt of acceptance, in which case no agreement has been concluded between the parties.
2. Offers/quotations can only be made in writing: AOKE Europe nevertheless has the right to accept an oral acceptance as if it had been made in writing.
3. In the case of offers/quotations of articles to be manufactured especially for the Buyer, AOKE Europe reserves the right to increase or decrease the quantities ordered by the Buyer by a maximum margin of 10% upon delivery, and to pass this on immediately, if this is necessary for production reasons.
4. The provisions of paragraphs 1 to 3 above shall also apply to additional work to be charged by AOKE Europe, including the performance of installation work outside normal working hours and the making of additional provisions. Reduced work must in all cases be agreed in writing.
5. Information contained in advertising material in the broadest sense of the word, such as catalogues, price lists, leaflets, etc., shall never be binding on AOKE Europe.
6. Without prejudice to the provisions of article 3 and unless otherwise agreed explicitly and in writing, specifications of measurements, weights and other data are estimates that are as reliable as possible.
7. The Buyer guarantees that (I) in trading the goods in any form whatsoever (including sale, lease, processing) will comply with all applicable laws and/or regulations and, more specifically, will respect all export control and sanction regimes of the EU and UN and (II) that the goods are not directly or indirectly destined, or may presumably be destined for any country for which a waiver or permit has been obtained pursuant to UN or EU designated competent authority. The Buyer undertakes to include this guarantee as a chain clause in subsequent agreements for the trade in the goods.

3. Price
1. All prices used by AOKE Europe are based on the price-determining factors known at the time of the offer/quotation.
2. Unless expressly agreed otherwise in writing, prices stated by AOKE Europe are always exclusive of VAT and apply to delivery carriage paid to the home in the Netherlands (with the exception of the islands).
3. AOKE Europe is entitled to adjust the prices or parts thereof for goods or services not yet delivered and/or not yet paid for to any changes in price-determinants, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
4. AOKE Europe is at all times authorized to adjust the prices immediately if a legal price-determining factor there- AOKE Europe gives reason to do so.

Packaging shall be free of charge, on the understanding that boxes and crates shall be charged, but shall be credited at the charged value in the event of carriage paid return.

4. Payment
1. AOKE Europe is at all times entitled to demand security from the Customer for the correct and timely fulfilment of its payment obligations.
2. If the delivery is divided into parts, each part may be invoiced separately by AOKE Europe, to the extent that it has been agreed otherwise in writing with respect to the Buyer.
3. AOKE Europe is also entitled to charge the costs of agreed additional work as referred to in article 2 of these Delivery Terms and Conditions and to issue invoices for this.
4. The payment condition is net to cash within fourteen days of the invoice date. If, however, 'monthly billing' is agreed upon, the payment condition shall be net to cash within 8 days. Monthly billing means that the customer can purchase goods from AOKE Europe during a calendar month, whereby AOKE Europe invoices at the end of each calendar month.
5. If the Buyer fails to pay within this period, AOKE Europe will be entitled, without any notice of default being required, to charge the Buyer the Dutch statutory interest on the entire amount due from the due date, without prejudice to any other rights to which AOKE Europe is entitled.
6. All judicial costs, as well as the extrajudicial collection costs, that are incurred by AOKE Europe in order to achieve compliance with the obligation of the Buyer, are at the expense of the Buyer. If the collection is handed over to a lawyer, the costs will be calculated in accordance with the applicable rates for invoices by lawyers, which will be determined and published by the General Council of the Bar Association.
7. All payments must be made to a bank or Postbank account number in the Netherlands to be designated by AOKE Europe.
8. Payments made by the Customer shall always be used to settle all interest and costs due and then those invoices that have been outstanding for the longest time, even if the Customer states that the payment relates to a later invoice.
9. Set-off by the Buyer is not permitted, unless AOKE Europe has unconditionally acknowledged the counterclaim in writing and in a sound manner.

5. Delivery
1. In all cases, the place of delivery shall be the actual place of business of the Customer or the place of business of the Customer with which the contract was concluded, unless otherwise agreed in writing.
2. The specification of delivery periods in offers/quotations, confirmations and/or contracts are made to the best of one's knowledge and may possibly be observed, but they can never be regarded as a deadline.

6. Warranty Customer
1. The Buyer undertakes to enable AOKE Europe to make the delivery.
2. The Customer guarantees this at its own expense and risk:
a) AOKE Europe is provided with the cooperation necessary for carrying out the presentation;
b) the use of goods and/or services is taken away;
c) the delivery can take place under normal working conditions during normal working hours from 8.00 a.m. to 8.00 p.m;
d) activities to be carried out by third parties that do not belong to activities assigned to AOKE Europe, have been carried out in a correct and timely manner and that the activities to be carried out by AOKE Europe will not be hindered in any way;
e) luminous and electrical currents are available at a reasonable distance and that the rooms in which work is carried out are clean, dry and sufficiently heated;
f) the goods supplied can be transported to the place of destination by a suitable lift or other suitable means of transport and that the transport of the goods through the building is not obstructed.
3. If the best goods and/or services have been offered to the Customer for delivery, but delivery has proved impossible on the grounds that the Customer has failed to fulfil one of the obligations referred to above in paragraphs 1 and 2, acceptance shall be deemed to have been refused. The Customer will then be deemed to be in default without further notice of default being required on a daily basis. The day on which refusal to take delivery takes place, is deemed to be the delivery date of the ordered goods and/or services.
4. Without prejudice to the obligation to pay, in the case referred to in paragraph 3, the Buyer shall be obliged to compensate the AOKE Europe as a result of the refusal to pay, including the costs of storage and transport, which latter costs shall be related to the usual rates set.

7. Shipments
1. 'Dispatch of sight' is understood to mean the placing of goods at sight, with the aim of visualising and testing the goods in which the Customer is interested.
2. The consignment of goods shall be invoiced to the Customer, on the understanding that credit shall be given if the Customer notifies AOKE Europe in writing within thirty days after delivery of the consignment of goods that it does not wish to retain the consignment of goods and after the consignment of goods has been returned to AOKE Europe in its original packaging, in good condition and carriage paid. Damaged and/or lost sightings will not be credited.
3. Goods not belonging to AOKE Europe's standard product range that are specifically purchased for the Buyer ('other than for collection purposes') can never be considered as consignment.

8. Risk transfer
1. Irrespective of what has been agreed between AOKE Europe and the Buyer regarding the costs of transport and insurance, the goods remain at the risk of AOKE Europe until they have been transferred to the actual power of disposal of the Buyer or of the third parties engaged by the Buyer by signing waybills, sign-off lists and/or packing lists.
2. As soon as the goods have passed into the actual power of disposal of the Buyer or of the third parties engaged by the Buyer in accordance with the provisions of paragraph 1, the Buyer is obliged to insure these goods adequately against theft, damage, destruction and the like.

9. Retention of title
1. Ownership of the goods delivered by AOKE Europe to the Buyer will not pass to the Buyer until the latter has paid everything that AOKE Europe may have or be entitled to claim under all sales agreements with the Buyer and all services or work performed in that context.
2. Notwithstanding the provisions of paragraph 1, the Buyer shall be entitled to use the goods received from AOKE Europe within the framework of its normal business operations.
3. The Customer will never be entitled to store goods delivered under retention of title in any way and/or to lend them on loan and/or from hands.

10. Warranty/quotes
1. AOKE Europe shall provide a performance that complies with the agreement and guarantees reasonable quality requirements, taking into account the nature of the performance.
2. AOKE Europe's improper performance in any case includes not insignificant deviations that are customary in the trade or technically unavoidable deviations and differences in quality, number, colour or finish.

11. Complaints
1. The Customer must examine whether the goods delivered or services rendered comply with the agreement.
2. The Buyer cannot appeal to the fact that the goods delivered or services rendered do not comply with the agreement, if it fails to carry out this investigation or if AOKE Europe has not notified the Seller of the defects in writing within the term stated below.
3. Visible defects must be reported to AOKE Europe in writing within three working days of delivery or after the performance of the services in question.
4. Hidden defects must be reported immediately after the Customer has discovered them, but no later than those months after delivery or service.
5. With the exception of visual consignments as referred to in article 7, complained about goods may only be returned with the express prior consent of AOKE Europe and must be provided with the original packaging and return receipt. Return shipments must in all cases be free of charge. AOKE Europe reserves the right to request that these items be sent to an address it has provided.
6. With regard to 'non-collection' items as referred to in article 7 paragraph 3, AOKE Europe will grant the aforementioned permission conclusively if the 'non-collection' items are damaged or are otherwise faulty or unusable.
7. In case in the opinion of AOKE Europe complaints are well-founded and duly submitted, AOKE Europe, at its discretion, taking into account the interests of the Customer and the nature of the complaint, is obliged to either:
- Replacement/exchange of the delivered goods or services either;
- the granting of a price discount.
8. The right of complaint lapses if the delivered goods are no longer in the same condition as in which they were delivered.
9. Complaints about invoices must be submitted in writing within eight working days of the date on which the invoices were sent.

12. Liability
1. The liability of AOKE Europe towards the Buyer for direct damage in the event of non-performance, late performance or improper performance is limited to the net invoice value of the goods and/or services concerned, however, up to a maximum of € 55,000.
2. The limitation mentioned in paragraph 1 also applies if AOKE Europe is held liable for direct damage by the Buyer for any reason other than the agreement concluded between them.
3. AOKE Europe shall never be liable in the event of indirect damage, regardless of how it occurs or of whatever nature.
4. The limitation of liability does not apply in the event of intent or gross negligence on the part of directors and executive subordinates of AOKE Europe.
5. AOKE Europe shall never be liable in respect of the goods supplied by the Buyer to AOKE Europe. is related to the materials made available in connection with the agreement. The Buyer undertakes to take out adequate insurance for these materials.

13. Indemnification
1. The Buyer indemnifies AOKE Europe against liability towards one or more third parties, to the extent permitted by law, arising from and/or related to the performance of the agreement, regardless of whether the damage is caused or caused by AOKE Europe or its vicarious agents, auxiliary goods or services.
2. Likewise, the Buyer indemnifies AOKE Europe, to the extent permitted by law, against liability towards third parties in connection with any infringement of the intellectual property rights of these third parties arising as a result of the order given to AOKE Europe by the Buyer pursuant to the agreement.
3. The Customer shall arrange for adequate insurance to be taken out in respect of the risks referred to in paragraphs 1 and 2 above.
4. The Customer is always obliged to do everything in its power to limit the damage.

14. Force majeure
1. If fulfilment by AOKE Europe or acceptance by the Customer is delayed for more than one month due to force majeure, each of the parties - to the exclusion of other rights - is entitled to dissolve the agreement in accordance with the law. What has already been paid or performed pursuant to the agreement shall then be settled pro rata between the parties.
2. Force majeure of AOKE Europe is in any case understood to mean;
- the circumstances that AOKE Europe does not receive a performance (including a performance of the Buyer) that is important in connection with the performance to be delivered by it, or is not delivered on time or properly;
- strikes;
- traffic disruptions;
- government size schemes that prevent AOKE Europe from fulfilling its obligations in a timely or proper manner;
- riots, calls, war;
- Extreme weather conditions;
- Fire;
- in, out and/or in transit are prohibited.

15. Unforeseen circumstances
In the event of unforeseen circumstances of such a nature that the Buyer cannot reasonably and fairly expect AOKE Europe to fulfil its obligations, the court may, at the request of one of the parties, dissolve the agreement in whole or in part.

16. Right of retention
AOKE Europe is entitled in all matters that AOKE Europe has in its possession of the Buyer to keep under its control until the Buyer has fulfilled all its obligations towards AOKE Europe, with which the matters in question are directly or sufficiently connected. If goods subject to this right become the property of AOKE Europe, AOKE Europe is entitled to claim these goods as if it were the owner.

17. Dissolution
Should one of the parties fail to fulfil his obligations towards the other party, either apply for a moratorium or become bankrupt, the other party shall be entitled, without any further notice of default or judicial intervention being required, to declare the agreement concluded between the parties dissolved in writing or to suspend the fulfilment of the obligations, without prejudice to other legal rights to which he is entitled.

18. Industrial and intellectual property
1. AOKE Europe guarantees that the goods it delivers as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
2. If, nevertheless, AOKE Europe has to recognise or a Dutch court in an action finds in a decision that is no longer subject to appeal that any item delivered by AOKE Europe does infringe the rights of third parties as referred to herein, AOKE Europe shall, at its discretion, after consultation with the Customer, replace the item in question with an item that does not infringe the right in question or acquire a licence right in this respect, or take the item back against reimbursement of the price paid for it, reduced by the depreciation to be considered normal, without being obliged to pay any further compensation.
3. However, the Buyer loses the right to the services referred to in paragraph 2 if it has not informed AOKE Europe as such in good time and in full of claims from third parties as referred to above in this article, as a result of which AOKE Europe has not been able to defend its rights in this respect properly either.

19. Transfer
The Buyer is not permitted to transfer rights and obligations arising from the agreement to third parties without the written consent of AOKE Europe.

20. Modifications/additions
1. Amendments to these Delivery Terms and Conditions or supplements thereto shall only be valid insofar as they have been agreed in writing.
2. In the event of the nullity of one or more provisions in these Delivery Terms and Conditions, the remaining provisions shall remain in force.
3. The parties shall consult on the null and void provisions in order to make a substitute valid arrangement, in such a way that the purport of the agreement remains binding.

21. Disputes & termination
1. All disputes, including those which are only considered as such by one party, which may exist between AOKE Europe and the Buyer as a result of an agreement or further agreement entered into by AOKE Europe with the Buyer, shall, without prejudice to the right of the parties to provoke a decision of the President of the District Court, which shall be rightful in interlocutory proceedings, be subject to the decision of the ordinary court in the place of business or the district of AOKE Europe.
2. For claims of AOKE Europe, however, the Subdistrict Court of the domicile or district of the Customer is also competent.
3. If one of the parties considers a dispute to be present and wishes to bring this before the court, he must make this known to the other party in writing with a description of the dispute.
4. AOKE Europe is entitled to terminate the cooperation agreement with the Buyer with immediate effect, without judicial intervention being required, if AOKE Europe reasonably suspects that the goods are intended, directly or indirectly, for any country for which a sanction is in force under UN or EU regulations for the goods in question, without obtaining an exemption or permit from a competent authority.

22. Applicability
The agreements to be concluded by AOKE Europe with the application of these delivery conditions are always governed by Dutch law.