Article 1: General
These terms and conditions apply to all quotations/offers provided by Dols NV, established at 3690 Zutendaal, Langendijkstraat 3, with company number 0439.356.352, (hereinafter: Dols NV) and Kantoor- en Schoolinstallaties Dols BV, registered at 6136 GV Sittard(NL), Dr. Nolenslaan 112, registered in the trade register of the Chamber of Commerce under file number 14010927 (hereafter: Dols BV), and furthermore on all concluded sales between Dols NV/Dols BV and its other party (hereinafter referred to as: ‘ the customer’), and all ensuing obligations. The customer is deemed to have read and accepted the general terms and conditions of Dols NV/Dols BV. All other terms and conditions or deviations from these general terms and conditions are only valid if confirmed in writing by Dols NV/Dols BV.

Article 2: Orders – order confirmations
The quotes provided by Dols NV/Dols BV are only binding if they have been signed by Dols NV/Dols BV and remain valid for 1 (one) month after signature, unless stated otherwise. The agreement is only concluded when Dols NV/Dols BV confirms the order in writing or executes it.

Article 3: Prices
All prices are net cash without discounts, excluding VAT. Unless otherwise agreed, an advance payment of 30% is payable at the time of the order and the balance in cash at the time of delivery, or by bank transfer prior to delivery. Wrongful payment discounts will be recuperated. An order will only be taken into production after receipt of the requested advance payment.

Article 4: Delivery terms
Delivery periods are only provided by way of information and are not binding on Dols NV/Dols BV. The stated delivery time is as accurate as possible. Exceeding this period does not give the customer the right to cancel the order or to claim compensation from Dols NV/Dols BV. Delivery shall be deemed to have taken place when the goods have been presented for acceptance. Upon collection, the goods are deemed to have been delivered and accepted as soon as they have been loaded by the customer. If the customer wishes to receive the delivery later than confirmed, this must be reported in writing to Dols NV/Dols BV at the latest 2 weeks before the planned delivery date and is at the risk of the customer. In that case, an invoice will be drawn up for 50% of the order on the original delivery date. In addition, storage costs will be charged at 0.5% of the invoice amount with a minimum of €35 per started week that the goods remain stored at Dols NV/Dols BV. The handling costs are charged at €45 per person per hour.

Article 5: Cancellation
In the event of total or partial cancellation of the order, the customer shall be liable for fixed compensation of 30% of the selling price of the goods excluding VAT – subject to proof of higher damages. If the execution or preparation of the order has started, the compensation is 100% of the selling price. Advances paid shall be offset.

Article 6: Invoices and payment
All invoices are payable in cash, unless otherwise agreed in writing. In the event of non-payment of the invoice within the set period, from the due date the invoice amount will be increased, by operation of law and without notice of default, by default interest at a rate of 1% per month and also increased by a fixed compensation of 10% on the invoice amount due, with a minimum of €250, without prejudice to the legal costs. All legal fees for the collection of these amounts shall be borne by the customer. The non-payment of an invoice on the due date shall result in the immediate recoverability of all outstanding invoices from the customer, even those that are not due, without taking into account the previously permitted payment conditions. Dols NV/Dols BV have the right to demand an advance payment, or security in case of reasonable doubt about the fulfilment of the obligations by the customer. Objections to the invoice must be reported by registered mail within 8 (eight) days after the invoice date and do not suspend the recoverability of the invoices. Partial objections are only valid on payment of the non-disputed part. The invoice amounts remain due and payable on the due date of the invoice. Reporting a complaint does not give the customer the right to postpone the payment in part or in full, or to cancel the order or delivery.

Article 7: Complaints
At the time of delivery, the customer must sign the delivery note for receipt and immediately check the goods (quantity, condition, quality, conformity, etc.). Any visible defects must be stated on the delivery note. Complaints about defects that are not visible on delivery must be submitted to Dols NV/Dols BV in writing, clearly described, within 3 (three) days of delivery. Failing this, the goods are irrevocably deemed to have been inspected and accepted by the customer. Complaints about invisible defects are only valid and will only be examined if the goods sold have not yet been put into use by the customer. If the complaint is timely and well-founded, the liability of Dols NV/Dols BV will be limited to the replacement or repair free of charge of the goods that turn out to be defective. Dols NV/Dols BV cannot be held liable for any other direct or indirect damage.

Article 8: Liability
Dols NV/Dols BV guarantees materials and construction in accordance with the general terms and conditions of the manufacturer in question, unless any defect is the result of incorrect use, negligence on the part of the customer or normal wear and tear. In the event that any defect is covered by a prior guarantee clause, Dols NV/Dols BV is exclusively obliged, at its discretion, to repair or replace parts of or the relevant article. If they are still obliged to pay compensation, this compensation will be limited to the invoice amount of the relevant delivery or part thereof. Dols NV/Dols BV cannot be held liable for any other direct or indirect damage. The liability of Dols NV/Dols BV in no case goes beyond the liability of the supplier/manufacturer of Dols V/Dols BV.

Article 9: Reservation of title
The delivered goods remain the property of Dols NV/Dols BV until full payment of all principal amounts due, interest, a fixed compensation clause and legal costs. As long as Dols NV/Dols BV retains the right of ownership in accordance with this clause, the customer remains liable for keeping the goods concerned in good condition and is not allowed to sell or otherwise encumber them. The risk of damage or loss of the goods passes to the customer as soon as they are delivered to him. The customer expressly declares that he is aware of the retention of title and that the parties have agreed the latest time of delivery. During this period, Dols NV/Dols BV expressly reserves the right to exercise this right of ownership in the broadest sense of the words, regardless of where the goods are located, in which case the customer is obliged to cooperate fully, on penalty of a fine of €1,000 per day.

Article 10: Dissolution
Without prejudice to its right to compensation, Dols NV/Dols BV is entitled to discontinue all further deliveries, or to dissolve the agreement by operation of law simply by sending a registered letter, in the event of non-payment of invoices on the due date, if the customer is declared bankrupt, requests a postponement of payment or is placed under guardianship. The termination or dissolution by Dols NV/Dols BV cannot give rise to any form of claim for damages on the part of the customer.

Article 11: Force majeure
If, as a result of force majeure, Dols NV/Dols BV is unable to carry out the agreement, it reserves the right to suspend or terminate the agreement, without any compensation being claimed. Force majeure is understood to mean any event over which Dols NV/Dols BV or one of its suppliers has no reasonable control, including but not limited to transport interruptions, telecommunication problems, fire, strikes or other shortcomings.

Article 12: Invalidity clause
If any provision of the agreement between the parties should be null and void, the remaining provisions shall remain in full force and effect. The parties undertake, where appropriate, to seek a provision to replace the invalid provision which is as close as possible to the intentions of the parties.

Article 13: Disputes
All agreements between the parties, as well as these general terms and conditions of sale and any disputes between the parties

• Dols NV and the customer are governed by Belgian law.
• Dols BV and the customers are governed by Dutch law

and this with the explicit exclusion of the Vienna Sales Convention. Any disputes between Dols NV/Dols BV and the customer will be submitted:

• To the courts in the district of Antwerp, Tongeren department with regard to disputes between Dols NV and the customer.
• The District Court of Limburg with regard to disputes between Dols BV and the customer.