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General terms and conditions

VelopA B.V.’s General  Terms and Conditions of Sale and Delivery

1     Applicability
1.1
The general terms and conditions apply to all offers and quotations by VelopA B.V., which also trades under the business name VelopA-Omniplay and VelopA-Citystyle (hereinafter referred to as: “VelopA”), and to all agreements between VelopA and clients.

2     Basis for offers
2.1
Offers made by VelopA are without commitment, also if a term or period of validity is mentioned, unless explicitly agreed otherwise in writing.
2.2
Orders must be made in writing. VelopA is only bound to an agreement or order after it has accepted the order or agreement in writing, respectively confirmed it. VelopA is only bound by oral promises, after it has confirmed this in writing. The order confirmation is deemed to correctly and completely represent the agreement, unless the client has protested against this in writing within 48 hours.
2.3
Agreements that are entered into electronically are only valid when the client has received an order confirmation.
2.4
It is not possible to cancel orders.

3     Delivery
3.1
VelopA delivers ex Works Leiderdorp.
3.2
The prices are calculated for easily accessible delivery locations. These locations must be accessible for an articulated lorry. The client shall be charged separately for extra work relating to access to the delivery
address and any arising delays.
3.3
In the event of purchase on demand, the goods must be collected within the agreed period, in default thereof VelopA is entitled to charge storage costs. Additionally, in this case the entire order amount is payable as a lump sum.

4     Periods
4.1
Delivery periods and all other periods are given to the best of the ability of the employee concerned, but these are never regarded as strict deadlines, unless explicitly provided otherwise.
4.2
In the event of untimely delivery or failure to meet an obligation, the client must send VelopA a demand in writing, whereby VelopA will subsequently be given a reasonable extension of at least 14 days of the delivery period. If this period is exceeded and this is not subject to force majeure, then the client shall be entitled to dissolve the agreement, in as far as no delivery has occurred yet, and without VelopA being liable to pay damages.

5     Prices
5.1
Prices given by VelopA are excluding btw (Dutch VAT), assembly and installation costs. VelopA reserves the right to request payment in instalments.
5.2
In the event of a price increase, due to any reason whatsoever, VelopA reserves the right to adjust its prices accordingly. If the price increase occurs within three months after entering into the agreement, the client has the right to dissolve the agreement as a result of the price adjustment.
5.3
VelopA is, at all times, entitled to demand security from the client for the fulfilment of their obligations arising from the agreement.

6     Payment conditions
6.1
Unless expressly agreed otherwise in writing, payments must be made within 30 days after the invoice date, without deduction or settlement and without deferment due to an alleged or actual failure on the part of VelopA. If the client does not pay within the agreed period he shall be in default, without notice of default being required. From the expiry date, VelopA is entitled to charge statutory interest. If payment has not been made, VelopA is entitled to immediately suspend the execution of the order.
6.2
In case of overdue payment, the client is obligated to pay VelopA all reasonable judicial and extrajudicial
collection costs, including the costs of debt-collection agencies, and all actual costs made and the fee of
process servers and lawyers, also if these exceed the legally awarded costs of the proceedings. The extrajudicial collection costs amount to 15% of the sum owed by the client.

7     Ownership
7.1
VelopA remains the owner of all products as long as the client has not fulfilled his obligations arising from the agreement with VelopA including the costs owed by the client in failing to fulfil his obligations. Client or third parties cannot appeal to accession.

8     Complaints
8.1
The client is obligated to inspect the delivered goods for visible damage or defects, immediately upon delivery. The client must report any shortcomings upon delivery on the packing slip, if the client fails to do this he is deemed to have accepted the delivered goods. Client will ensure that the packing slip is signed by an authorised person. Any other complaints must be made in writing and stating the reasons, this must occur immediately after the client has established or has reasonably been able to establish the shortcoming, and no later than within 10 days after delivery.
8.2
In the event of a justified complaint VelopA is exclusively obliged
- at its discretion
- to either replace the items within a reasonable period or, upon returning the products, to refund the payment which VelopA has received for the items concerned.

8.3
Defects that only concern part of the order do not entitle the client to refuse the other agreed performances.

9     Guarantee
9.1
VelopA will ensure that, in as far as possible, the latest product specifications are available via their website, these specifications concern the agreed delivery between the client and VelopA.
9.2
VelopA guarantees that the supplied goods will comply with the given specifications for a period of one year. VelopA reserves the right to make minor adjustments to its products. Deviations in colour and/or in form compared to the catalogue description and product description on VelopA’s website, which do not essentially affect the quality and function, and/or minor deviations in size or weight cannot give cause to complaints.
9.3
VelopA gives a five-year guarantee on the soundness of the construction and the coating of the material. For coating on metal, paint and stain on wood and moving parts, a period of one year applies.
9.4
The guarantee referred to in this article does not apply to defects that were not caused by VelopA or - if applicable - by its manufacturer, for material and/or structural defects due to improper or incorrect use, for normal wear and tear, for damage arising from vandalism in the broadest sense of the word, for faulty installation or assembly that was not carried out by VelopA, if the products have been altered or repaired by the client or a third party, or if subject to demonstrable lack of maintenance.

10   Liability
10.1
VelopA does not accept any liability towards the client for any damage other than as covered by its liability insurance and in as far as the insurer pays out in the case concerned.
10.2
If it is established judicially that the provisions in paragraph 1 cannot be upheld, then the liability is limited to the amount that was charged for the loss-causing performance. Under no circumstance shall the compensation referred to in this paragraph amount to over € 25,000.
10.3
VelopA cannot be held liable for damage as a result of:
- incorrect and/or incomplete information and/or information that is not provided by the client on time. The client guarantees the correctness and completeness of essential information on behalf of the order, including information that is important on behalf of the delivery, installation and assembly;
- any shortcoming by the client in the fulfilment of his obligations; including providing insufficient cooperation in the execution of the agreement;
- damage caused due to a third party, called in by the client, who fails to meet their obligations;
- damage suffered by the client as a result of the fact that he does not comply with legislation or regulations, including but not limited to building permits and the Attractiebesluit (Attractions and Playgrounds Apparatus Decree).
10.4
VelopA can never be held liable for consequential damage.
10.5
VelopA shall not be held liable if the client can recover the resulting damage from a third party or from its insurance company.

11   Assembly work
11.1
If desired, VelopA shall provide assembly work. VelopA shall submit a separate offer for this work based on a viewing by VelopA and a questionnaire filled in by the client following on the viewing, this list will include questions on the foundation and accessibility.
11.2
VelopA is not liable for damages resulting from damage suffered, respectively caused by third parties because they make use of the products delivered by VelopA during the period that the assembly is executed by VelopA at the client’s location. The client is responsible for ensuring that the aforementioned location is not freely accessible to third parties and for avoiding dangerous situations in as far as possible and in close consultation with VelopA.

12   Suspension and dissolution
12.1
VelopA is authorised to suspend the further execution of the agreement, or to immediately dissolve the   agreement, wholly or partially, without judicial intervention if:
- the client has been granted a temporary or final delay in payment, a payment arrangement is offered by the client on the grounds of financial circumstances, if the client is declared bankrupt, or if VelopA, on the basis of other reasonable grounds, suspects that the client will not fulfil his obligations;
- the client does not properly or not timely fulfil an obligation arising from the agreement.
This is without prejudice to all other rights belonging to VelopA, including the right to claim full payment and/or compensation.
12.2
In the event that the circumstances mentioned in paragraph 1 occur, the amount that the client owes VelopA shall be immediately due and payable.

13   Intellectual and industrial property rights
13.1
The ownership of and all rights of intellectual property regarding products delivered by VelopA, shall remain vested with VelopA respectively its suppliers, unless expressly agreed otherwise in writing.
13.2
Without VelopA’s written approval, the client is expressly prohibited from reproducing, disclosing or exploiting the products of VelopA respectively its suppliers within the broadest sense of the word, with or without the engagement of third parties.
13.3
VelopA shall indemnify client against all claims based on the grounds of an alleged infringement of an intellectual or industrial property right with regard to products that come from VelopA, if client:
- immediately notifies VelopA in writing of the claim, and
- leaves the hearing of the case entirely to VelopA and provides all cooperation, and
- does not make any statements or promises, or acknowledge any rights or facts without prior written
approval from VelopA.
13.4
If the claim is declared valid, then VelopA - at its discretion - shall ensure that client shall acquire the right to continue using the products, or shall alter the products in such a way that they no longer infringe any rights, or it shall replace the products. If, according to the reasonable opinion of VelopA, none of the solutions is possible, then the infringing products shall be taken back in accordance with conditions yet to be decided.
13.5
The indemnity mentioned in this article does not apply if the claim results from the use of the products in combination with other products which do not originate from VelopA.
13.6
Under no circumstances shall VelopA be held further liable with regard to infringement of an intellectual or industrial property right, other than described in this article.

14   Applicable law and choice of forum
14.1
Dutch law applies to every agreement between VelopA and client, with the exclusion of the Vienna Sales Convention.
14.2
All disputes regarding, arising from, or relating to offers made by VelopA and to agreements and/or contracts entered into with VelopA shall be submitted to the court in The Hague.