General sales and delivery terms and conditions of Holland Sport Systems BV.

Article 1 - Applicability
1.1 These general conditions of sale and delivery apply to all our offers, quotations, agreements, however called, and all resulting commitments.
1.2 Deviations from these conditions are only applicable if we have laid them down in writing.
1.3 The applicability of any general terms and conditions used by the Customer shall not apply and are hereby expressly rejected and declared inapplicable.
1.4 'Customer' within the meaning of these General Terms and Conditions means all those who place orders or orders with us, purchase products or conclude agreements with us regardless of their designation.

Article 2 - Offers/Tenders
2.1 Our offers and quotations are valid for 8 days or so much longer or shorter as indicated therein, but are always made without engagement. Such offers and quotations are therefore at most an invitation to enter into negotiations. They can still be revoked by us within 5 working days of receipt of acceptance.
2.2 In the event that an order is given by a customer without a prior offer by us, a contract is only concluded if we confirm it in writing within 10 working days after receipt or actually execute it.
confirm it in writing or actually execute it.

Article 3 - Prices
3.1 All prices are valid for delivery free domicile Holland Sport Systems in Veenendaal and are exclusive of additional costs, levies, packaging, charges and costs related to extra work etc. as well as exclusive of VAT. From that moment on, the products shall be at the buyer's expense and risk, on the understanding that ownership shall not be transferred until full payment has been made in accordance with Article 10. In case of international transactions, the Incoterms (DAP - Delivered At Place), as most recently determined by the International Chamber of Commerce, shall apply (unless otherwise agreed in writing).
3.2 We are authorized to increase the agreed prices on the basis of cost increases, regardless of their nature and reason, and therefore among other things as a result of increased raw material prices, general wage increases or inflation adjustments.

Article 4 - Delivery and risk
4.1 Stated delivery times are never to be regarded as strict deadlines, but are at most indicative. If the stated period is exceeded, we shall only be in default after written notice of default and the reasonable period stated therein has expired.
4.2 Partial deliveries are permitted.

Article 5 - Assembly and Acceptance
5.1 Assembly is also subject to our General Assembly and Installation Conditions.
5.2 The Customer is obliged to render the co-operation required and desired by us for the execution of our performance without delay, expressly including the obligation to take delivery of the purchased goods.
5.3 Acceptance is deemed to have been refused if goods ordered have been offered to the Customer for delivery - which includes notifying the Customer that the goods are at the Customer's disposal subject to the provisions of Article 3.1 - but delivery has proved impossible or the Customer has refused to accept the goods. The customer shall therefore immediately be in default without further notice of default, whereby, among other things, the risk of destruction and damage shall have passed to the customer.
5.4 All our costs resulting from the refusal to take delivery shall be at the customer's expense and risk, without prejudice to our other rights with regard to this default of the customer. Said costs shall expressly include a reasonable compensation for storage, related to the locally customary rates, as well as, if deemed appropriate by us, insurance costs.
5.5 If scheduled assembly work is cancelled or rescheduled within 48 hours before commencement, two man-days shall be charged.

Article 6 - Complaints
6.1 The control of the quantity of the delivered goods rests with the customer. If he does not complain in writing as soon as possible, but in any event within 48 hours of the actual receipt of the goods, the quantities stated on the waybills, delivery notes, invoices or similar documents shall be deemed to be correct.
6.2 Other claims must be submitted to us in writing and received no later than 8 working days after the actual receipt of the goods or after any defects have been detected or could have been detected by the Customer.
6.3 No rights can be derived from the manner in which samples, models or designs have been executed. Nor can any rights be derived from catalogs, photographs, illustrations, drawings, etc.
6.4 If the goods have been wholly or partly processed or put into use by the Customer, they are thereby approved and our liability therefor and thereby fully lapsed, unless the defect can only be detected by or at the time of putting them into use.

Article 7 - Payment
7.1 The term of payment is for:
Orders excluding assembly:
- 40% within 14 days of receipt of order confirmation
- 60% within 14 days after commencement of delivery of goods
Orders including assembly:
- 30% within 14 days of receipt of order confirmation
- 60% within 14 days after commencement of delivery of goods
- 10% within 14 days after delivery of assembly
(unless otherwise agreed in writing)
7.2 Complaints about invoices must be submitted in writing within 8 days of the invoices being sent.
7.3 If the customer fails to pay within this period, we shall be entitled to charge interest of 1% (one percent) per month from the due date of the invoice, without prejudice to our other rights in this respect.
7.4 Payment shall be made at our office or into an account to be designated by us in Euros,
unless we have notified you in writing that payment may be made in another currency.
7.5 All extrajudicial collection costs incurred by Us in order to achieve compliance with the Customer's obligations shall be borne by the Customer.

7.6 We reserve the right, before proceeding with production and/or delivery, to require a Letter of Credit (documentary credit) or some other proper form of (payment) guarantee or security, at our sole discretion.

Article 8 - Set-off/Suspension
8.1 Settlement, deduction, discount or suspension of the payment obligation is not permitted unless we have unconditionally and unambiguously acknowledged the counterclaim in writing.

Article 9 - Default
9.1 If the Purchaser does not, not properly or not timely comply with any obligation arising for him from the contract, as well as in case of (application for) bankruptcy, (application for) suspension of payment, placement of the Purchaser in receivership or closing down, dissolution or liquidation of his company or a corresponding measure under foreign law, the Purchaser shall be deemed to be legally and immediately in default and we shall be entitled, at our option, without any obligation to pay damages and without prejudice to the other rights accruing to us, without notice of default or judicial intervention being required, to dissolve the agreement in whole or in part or to suspend (further) performance of the agreement by us. In such cases we shall further be entitled to claim immediate payment of what is due to us.

Article 10 - Retention of title
10.1 All goods delivered by us remain our property until full payment of all our claims arising from agreements for the delivery of goods and related work (if any), or for payment of claims for failure to perform such agreements. Until the time of full payment, the customer is not authorized to give the goods in use to third parties, to rent them out, to pledge them, to transfer ownership or otherwise alienate or encumber them.
10.2 As long as full payment has not been made and the Customer is in default, or if we have good reason to fear that the Customer will be in default, we shall be entitled, without prior notice of default, to reclaim the (ownership of the) delivered goods without delay. The Customer hereby irrevocably and unconditionally grants Us the authority to enter its premises for that purpose.
10.3 The Customer shall be obliged to properly insure the goods, in any case against risks of theft, damage and destruction. The buyer shall not be permitted to pledge any claims against its insurer on account of insurance as referred to in this paragraph to third parties or to have them serve as security (in the broadest sense of the word) for third parties. Payments in respect of damage and loss of the goods referred to in this article shall take the place of the goods in question. The Purchaser shall at our first request render all co-operation desired by us to ensure that such payments are paid to us or to establish security - including in the form of a pledge - for our benefit on such payments.

Article 11 - Exoneration
11.1 In the event of attributable non-delivery, late delivery, incomplete delivery or unsound delivery, our obligation to compensate for damage shall be fulfilled in full by delivering, improving or repairing, at our discretion, that which has been purchased by the Customer or ordered.
11.2 Our liability shall in all cases be expressly limited to the provisions of paragraph 1 of this Article or, if no replacement, improvement or repair is made, to the amount of the purchase price, so that we shall never be liable for any (further) damage, including consequential damage, and we shall therefore in no case be obliged to pay compensation for trading loss, loss of profit, damage as a result of personal accidents, damage resulting from claims by third parties against the Customer or any other damage whatsoever.
11.3 The provisions of this clause shall not affect our possible liability under the mandatory provisions of law relating to product liability.

Article 12 - Indemnification
12.1 We shall never be liable vis-à-vis third parties for damage arising in the execution of the agreement to which these terms and conditions apply beyond our liability vis-à-vis the Customer. The Customer indemnifies Us, both in and out of court, against any further liability and shall, where possible, stipulate a corresponding exemption for Us in its agreements with third parties.

Article 13- Force majeure
13.1 A failure in the fulfilment of an obligation on our part will in any case not be regarded as attributable (and will therefore not be at our risk either) in the event of force majeure, including, among other things, default and/or failure to perform by or at our suppliers, contractors, subcontractors, carriers or other third parties engaged by us, in the event of fire, strikes, political strikes or lockouts, riots or civil commotion, war, government measures - political or otherwise - including export, import or transit bans, climatic conditions, special soil conditions, frost and all other circumstances which are of such a nature that we cannot reasonably be expected to be bound and/or cannot reasonably be attributed to us and/or could not reasonably be foreseen by us.

Article 14 - Applicable law
14.1 All disputes arising from these General Terms of Sale and Delivery and the agreements concluded by us with the Customer shall be submitted to and settled by the competent court. Only Dutch law shall apply.

Holland Sport Systems BV
Veenendaal
Tel : +31 - (0)343 - 461199
www.hollandsportsystems.nl
www.hss-online.nl