General conditions De Lara Featheration b.v., Koningsbeltweg 72A, 1329 AK Almere, Holland.

 

Article 1: Definitions

In these general conditions is understood by:

1.1 Buyer: the natural or corporate body who has instructed Seller to fabricate merchandise, to deliver merchandise or to do activities.

1.2 Seller: De Lara Featheration b.v.

 

Article 2: Application

 

2.1 These general conditions are applicable to the realization, contents and fulfillment of all agreements concluded between buyer and seller, unless explicitly otherwise agreed in writing.

 

2.2. A reference by buyer to own general conditions has no effect, unless buyer has explicitly rejected seller%u2019s conditions before entering any agreement. In this last case no agreement shall occur until a definite accord concerning this item has been reached. In all other cases general conditions of buyer and other on buyer%u2019s documents printed definitions are hereby declared as not applicable.

 

Article 3: The agreement

 

3.1. An agreement between seller and buyer is realized by confirmation by seller of an oral or written order by buyer.

 

3.2. Different arrangements for either the contents of an agreement or the application of these conditions or other, are only legal after having been confirmed in writing by the management of seller to the buyer.

 

Article 4: The quotation phase

 

Parties exclude the so-called %u201Cquotation phase%u201D explicitly, which means that all costs made by seller in the framework of an aimed at agreement can be charged to the buyer, even if a definite agreement will not be reached.

 

Article 5: Prices

 

5.1. All quotations and charged prices, are ex warehouse and are excluding VAT and in Euros, unless explicitly otherwise agreed in writing. The quoted prices are based on the at the time of conclusion of the agreement applicable cost factors, such as materials, wages, im- and export duties, impositions, taxes, freight and insurances, etc.

 

5.2. If the cost prices or the prices, for which seller obtains the products from third parties, have altered between the time of conclusion of the agreement and the time of delivery,  seller has the right to change the agreed price or cancel the order, without being responsible for the damage that directly or indirectly occurs and/or will occur due to this change or cancellation.

 

5.3. The seller is entitled to adjust the price if the buyer has given incorrect data which data were essential to fix the price of seller. The seller will inform the buyer as soon as possible of the need for price increase.

 

Article 6: Delivery

 

6.1. Deliveries will take place ex warehouse, unless explicitly otherwise agreed in writing.

 

6.2. Products and merchandise are from the moment of delivery for account and risk of buyer who, if necessary, shall take care of insurance himself.

 

6.3 Stated delivery terms are done to the best of knowledge and will be respected as much as possible, yet are not binding. The binding of the seller to an agreed ultimate term expires if the buyer requires alterations in the specifications of the work, number, colors or execution, unless the slight significance of the alteration or the small delay does not in reason oblige the seller to alter the initially planned start of the product capacity, this to the judgment of the seller.

 

6.4 The products are considered to be delivered by seller and to be accepted by the buyer, as soon as the products are collected at the seller or are presented for expedition to the buyer and with that are delivered in accordance with art. 6.1.

 

6.5 If payment terms require, that before delivery one or more installments need to be paid, actual delivery need not to take place until after receipt of the to that end stipulated payment term(s).

 

6.6 When part of an order is ready, seller is authorized to deliver this part, or wait with the delivery until the total order is ready. Delivery of orders and parts according to the above, as well as delivery of successive parts of an order by virtue of agreement, every delivery will be considered as a separate agreement, to which after acceptance in accordance with article 6.3. the buyer cannot reconsider his acceptance of delivered products.

 

6.7 The sellers has the right to fix a minimum quantity for the delivery of certain products.

 

 

Article 7: Transport

 

7.1. All products bought by the buyer will, unless differently agreed, be delivered by the seller in accordance with article 6.1.

All facilities at delivery of the products are considered to be for risk of the buyer, except for deviated agreements.

 

7.2. The transport of products will be executed in a by parties to be fixed way, for account and risk of the buyer.

 

Article 8: Risk

 

8.1. The risk in relation to the delivered goods will be transferred to the buyer at the moment of delivery.

 

8.2. If the buyer refuses to co-operate with the delivery, while for that his assistance is required, the risk is transferred to the buyer at the moment that the delivery is provided for and has been communicated by seller to the buyer.

 

 

Article 9: Force majeure

 

9.1. If circumstances for which the seller cannot be held responsible, prevent the seller to fulfill his commitment resp. prevent to fulfill within the agreed term, his obligations will be suspended during the duration of these extraordinary circumstances.

 

9.2. Both parties are entitled to terminate the agreement without judicial intervention if the circumstances are of a permanent nature, everything in accordance with the conditions as stipulated in article 11. By this no obligation for indemnity will occur.

 

9.3. If the seller has fulfilled part of his commitments of the agreement or has the possibility to fulfill part of them before the time of entrance of the circumstances beyond seller%u2019s control, the buyer has the right to invoice the already delivered respectively to be delivered goods separately.

This lets application of art. 9.1. and 9.2 unhindered with regard to the part which still should be delivered.

 

Article 10: Suspension

 

10.1 The seller is entitled to suspend the (first) delivery, if information on certain circumstances has reached seller after conclusion of the agreement which information gives seller good reason to fear that buyer will not fulfill his obligations towards the seller. Such a circumstance may occur if seller finds out after conclusion of the agreement that the buyer has accountably not properly met any or more obligations towards another seller and/or other relevant information has been obtained about his financial condition.

 

10.2 With suspension of the execution of  the agreement by the buyer, all goods and materials and products are and stay for account and risk of the buyer, according to art. 8.2., whereby the agreed sales price or acceptance amount will be immediately fully claimable.

 

Article 11: Termination

 

11.1 The seller is entitled to terminate the agreement, if the buyer requires from the seller that the delivery is executed notwithstanding the occurrence of one or more circumstances, which circumstances are such that fulfillment by the seller because of such an occurrence is difficult or actually impossible. Under these are in any case included the circumstances which are considered as force majeure, as well as company blockades, strikes, working to rule actions,  transportation obstructions, electrical faults, etc. etc., such circumstances as well in the company of the seller as at third parties of whom the seller has to obtain the necessary matters

and/or materials.

 

11.2 If the buyer desires to use his rights because of  non-fulfillment by the seller, than the buyer has to always give the seller the opportunity to terminate the agreement according to art. 11.1.

 

Article 12: Cancellations

 

12.1 If the buyer cancels the agreement and/or refuses to buy the goods for reasons which are out of seller%u2019s control, the buyer is responsible for the damage suffered by the seller, which include the cost of the already by seller purchased materials,  processed or not, at cost price increased with the cost of wages and social charges, as far as these goods are not yet ready product.

 

12.2 Besides seller is entitled to an indemnification which is being fixed by parties at at least 30% of the contract price, or the part thereof on which the cancellation or refusal as in before-mentioned article is applicable, such without prejudice to the right of the seller to claim full fulfillment of the agreement and/or full indemnification.

 

Article 13: Reservation of ownership

 

13.1 As security of payment, the seller keeps the ownership of the delivered goods until the time when the buyer has fully settled his obligation resulting from the agreement as well as demands due to shortcomings in the fulfillment of such agreements.

 

13.2 As long as payment of the goods has not taken place in full, the buyer is not entitled to alienate the goods or to put them under whatever name at the disposal of third parties or to sell them. Breaching this rule the buyer is imposed with a not to be moderated fine of 10% of the contract price with a minimum of Euro 750,--, without requiring any notice of shortcoming, immediately fully claimable, such without prejudice to other rights of the seller.

 

13.3  The seller has the right to keep in his possession any products or matters of the buyer until payment of everything claimable by the seller from the buyer resulting from the execution of any agreement of buy and sell with same buyer, disregarding whether these products or matters have any relation to this agreement, unless the buyer has given a sufficient security, such to the judgment of the seller.

 

Article 14: Liability

 

14.1 Except for stipulations of imperative law and general applied rules of rationality and justice, the seller will not be liable for any compensation of any damage, directly or indirectly, to movables, immovables or persons, both at buyer%u2019s as at third parties.

 

14.2 The seller is not liable for damage to delivered goods during a transportation which has not been arranged by him.

 

14.3 The seller is not liable for damage and defects which occur as a consequence of injudicious, incorrect use of delivered goods.

 

14.4 The seller has at all times the right, if and as far as possible, to undo the damage of the buyer.

 

14.5 The liability of the seller is at all times limited to the amount for which the seller is insured.

 

Article 15: Complaints

 

15.1 Complaints about deliveries must be lodged by the buyer in writing as soon as possible, but not later than eight days after receipt of the goods and/or relevant performance on penalty of expiration, and with a precise statement of the nature and grounds of the complaints.

 

15.2 Unexplained return shipments are not allowed and will only be taken for the account and risk of the buyer and kept at the disposal of the buyer.

 

15.3 Seller is entitled to charge buyer with storage fees for return shipment as mentioned in 15.2.

15.4 Complaints about invoices must be lodged in writing within eight days after date of dispatch of the invoices.

 

15.5 After expiration of mentioned periods it is assumed that the buyer has approved of both the delivered goods as well as the invoice. At which time complaints will not be handled any more by the seller.

 

15.6 If a complaint is recognized by the seller, than the seller is only obliged to replace the inferior goods or credit the buyer with the related invoiced amount, this to the choice and possibilities of the seller.

 

15.7 A complaint will not discharge the buyer from his payment obligation.

 

Article 16: Payment

 

16.1 Each invoice must be paid to the address or the account of the seller within fourteen days after date of invoice, without any compensation or settlement of debts under whatever name, unless otherwise agreed in writing.

 

16.2 If at that point of time no or no complete payment has taken place, all due amounts out of all possible agreements between parties will become claimable all at once, even if other payment terms had been agreed to in writing and this without the need for a summation or put at default from the side of the seller. The default starts with the expiration of the payment term of any invoice.

 

16.3 Starting with the day of default the buyer owes on the overdue amount an interest of 1% per month or the European Trade Interest, if the latter is higher, at choice of the seller.

 

16.4 Seller is entitled to postpone further deliveries, until the buyer has fulfilled all financial and possible other obligations towards the seller completely, without that the buyer is entitled to any compensation or cancellation.

 

Article 17: Cost of legal advice

 

17.1 If the buyer is at default with any due obligation, the seller is entitled to have her interests looked after by a professional legal advisor. The seller has the right to charge to the buyer all actual costs of legal advice, whereby the buyer is obligated to refund these costs to the seller.

 

17.2 Parties fix the cost of legal advice to at least 15% of the amount due, respectively the value of the claim to which the dispute relates.

 

Article 18: Disputes

 

18.1 All disputes, which may occur referring to the agreement, to which these general conditions are applicable or referring to further relating agreements, will be in the first instance submitted to the Court of Justice in Zwolle, The Netherlands, or after the start of a dispute a by the seller to be determined Court in the Netherlands, unless European Law rules require otherwise.

 

18.2 Parties choose for that continuously domicile at the office of the seller and are bound to repeat the choice of domicile as much as possible in writing after a dispute has occurred.

 

18.3 If the buyer is a natural person and is in the agreement not trading in the conduct of an enterprise, the European Law will apply with regard to the authority, if the buyer resides in a member of the European Community.

 

18.4. In the event of differences in interpretation of the text, only the Dutch text will be decisive.

 

Article 19: Applicable Law

 

19.1 All agreements by the seller entered into under application of these conditions, are only ruled by the Dutch Law, also if a claim has been submitted from the side of  the buyer towards the seller.