Article 1 – General

1.1 These terms & conditions apply to all our deliveries of products, services, offers, acceptances and agreements. Any deviating terms & conditions or stipulations or any additions to the agreement shall only apply if and to the extent that Ravebo B.V., hereinafter referred to as Ravebo, has expressly accepted them in writing.

1.2 By placing an order with Ravebo, the client acknowledges to be familiar with these terms and conditions of delivery and declares that they apply to the agreement, provided Ravebo has notified the client of these terms and conditions or if the offer and order confirmation referred to these terms and conditions.

1.3 If a client confirmation contains stipulations or conditions that conflict with these delivery terms and conditions these conflicting stipulations cannot be acknowledged unless they have been expressly accepted by Ravebo in writing. In such instances, the client is not entitled to rely upon so-called customary law.

1.4 In the event of a conflict between the uniform terms and conditions used by the client and these delivery terms and conditions, the latter will prevail.

Article 2 - Offers

2.1 All offers made by or on behalf of Ravebo are subject to confirmation. A non-binding offer can be accepted by the client in writing. However, any agreement between Ravebo and the client will only be concluded once Ravebo has confirmed this acceptance in writing. The confirmation of the order by Ravebo is considered to be a correct representation of what has been agreed between the parties unless the client has objected against this representation in writing within eight days after it was sent by Ravebo and before work in connection with the performance of the order has commenced.

2.2 Any order from the client, regardless of how it was placed, shall be considered binding once confirmed by Ravebo.

2.3 Any agreement concluded through the intermediary services of agents or intermediaries will only come into force once Ravebo has confirmed such agreement in writing.

2.4 In the case of composite offers there is no obligation for Ravebo to supply part of the order at a price that is pro-rated to the price of the whole order.

2.5 If the client does not submit an order after having requested an offer, Ravebo shall only charge the client for the cost of preparing the offer if this was agreed between the parties.

2.6 Any changes to the order desired by the client after the order has been placed must be submitted to Ravebo in writing and in a timely manner. If Ravebo is notified of the changes verbally or by telephone the implementation of the changes is at the client’s risk.

Article 3 - Prices

3.1 Ravebo’s prices are based on purchase prices, exchange rates, import duties and any other levies, insurance rates, freights, taxes and margin schemes that apply to import, and on any other price-affecting factors that apply at the time of the offer.

3.2 Prices quoted are exclusive of VAT, unless stated otherwise. If any changes occur in any of the factors referred to under 3.1 within three months of the agreement being concluded, Ravebo will be entitled to adjust the prices quoted in the offer accordingly. If this adjustment is made within three months of the agreement being concluded, the client will be entitled to terminate the agreement. The right of termination of the agreement must be invoked in writing and within a week of Ravebo’s notification of the price adjustment, failing which the new prices will apply.

3.3 Changes to the original order, of any nature, that are submitted by or on behalf of the client verbally or in writing and that result in costs exceeding those taken into account when the offer was prepared will be charged to the client as a contract extra.

Article 4 - Delivery

4.1 All delivery periods in the offers, confirmations and/or contracts are set to the best of Ravebo’s knowledge and will be observed wherever possible, but will not be binding. Exceeding these periods, for whatever reason, will never give the client the right to compensation, termination of the agreement or non-performance of any obligation that may arise from this agreement or any related agreement.

4.2 If, for whatever reason, the client does not take delivery of the products at the required time, the agreement will, after a demand or notice of default from Ravebo, be considered terminated and the client will be liable to compensate all the damages incurred by Ravebo as a result. If Ravebo agrees to deliver the products at a later date than previously agreed, all the costs incurred as a result of this, including the costs of temporary storage of the products will be borne by the client.

4.3 The specified delivery dates should be regarded as target dates.

4.4 The client has an obligation to take delivery of the agreed products and services, including but not limited to the fitting, as well as any other products and services that have proven necessary during the performance of the order. If the client does not meet this obligation he will be liable to pay Ravebo compensation, except if such failure to take delivery was due to any circumstance attributable to Ravebo. The work will be considered as delivered and/or completed: - upon Ravebo giving the client written or verbal notification of the work being completed; - where no delivery procedure has been agreed: upon the expiry of 8 days following Ravebo’s written and/or verbal notification without the client communicating his acceptance or responding otherwise to the notification; - upon the client putting the machine or components of the machine Ravebo has provided work for to use, on the understanding that the component of the work that is put to use will be considered as completed.

4.5 In the case of carriage-paid delivery, the products are transported at the expense and risk of Ravebo. In all other cases, the products are transported at the expense and risk of the client.

4.6 Unless otherwise agreed, Ravebo chooses the means of transport for both carriage-paid and non carriage-paid delivery. The carrier’s acceptance of the products without comment on the consignment note or receipt serves as proof that the packaging was in good condition.

4.7 Ravebo is entitled to suspend the delivery if the client has not yet met his payment obligations by virtue of previously made deliveries.

4.8 Every part delivery or performance of a partial provision of service, including but not limited to the delivery of parts of a composite order, can be invoiced separately; in such instances, payment should take place in accordance with the provisions in Article 7 under ‘Payment’.

4.9 Any changes to the order desired by the client after the order has been placed can lead to the delivery date which was agreed prior to the changes being exceeded by Ravebo without any liability on its part.

4.10 Certain consignment may be designated as trial consignments. This should have been expressly agreed between the parties in writing. When items that were correctly delivered are returned the value of any products that are taken back will be determined by Ravebo. If the goods are credited, Ravebo will deduct a minimum amount of € 15 in costs. Consignments with an invoice amount below € 50 are not usually refunded. The term for returning trial consignments is within 2 weeks of delivery. If Ravebo has not received the products after this period has expired, they will be invoiced. Any return consignments should always be sent fully prepaid.

Article 5 - Complaints

5.1 Any complaints must be made in writing within 14 days of the delivery, failing which the client is deemed to have approved the consignment in question.

5.2 Any complaints against a particular invoice will only be valid if submitted in writing within 14 days of receipt of the invoice. Such complaints do not entitle the client to postpone or suspend his payment.

5.3 After the terms referred to in the previous paragraphs have expired, the complaints will no longer be processed and the client has forfeited his rights in this matter, except in instances where Ravebo would be reasonably required to extend the term.

5.4 In the absence of evidence to the contrary, information from Ravebo’s records will be conclusive.

5.5 In no event will the client have any claims against Ravebo once the client has used and/or processed part of the delivered products, or has had a third party use and/or process the products, or has sold the products on to others.

Article 6 - Warranties

6.1 Any liability in case of any defects in the products Ravebo has delivered will be limited to the repair or the partial or complete replacement of products showing any defects in normal use within six months of the date of invoice, to the extent that these defects are attributable to manufacturing faults or the use of unsound materials. However, our liability will never exceed the value of the damaged part, to the exclusion of fitting and dismantling costs, as well as freight and travelling costs, nor will it ever exceed the liability of our supplier towards us.

6.2 The warranty consists in us repairing any defects to the delivered product at our expense. This only applies if the client demonstrates that the defect was discovered during the warranty period en can be fully or partially attributed to unsound material, or incorrect construction or treatment. Fulfilling our warranty obligations shall be considered to constitute the only compensation due. Any further liability for direct or indirect costs or interest is expressly excluded. Any parts which by reason of their nature or of operating conditions are subject to premature wear do not come under the warranty stipulations.

6.3 The warranty also excludes damage as a result of negligence, incompetent handling, excessive load, the use of unsuitable lubricants, faulty construction and foundation, unsuitable building ground, chemical, electrochemical, or electrical influences.

6.4 The obligations under the warranty will lapse if any operations, modifications or repairs are carried out without prior permission from Ravebo. Our responsibility to repair and/or replace any products that are outside of the Netherlands is limited to the amount Ravebo would have borne for repair and/or replacement in the Netherlands. Any parts replaced by Ravebo during repair will automatically become Ravebo’s property.

Article 7 - Payment

7.1 Payment must be made no later than within 30 days of the date of invoice, unless otherwise agreed. Exceeding this payment term will render the client in default by operation of law, in which case Ravebo is entitled to declare the agreement in question terminated, without prejudice to any of Ravebo’s other rights pursuant to the law and the agreement. In case of overdue payment Ravebo is also entitled to increase the outstanding amount by a monthly default interest of 1.5%, from 30 days after the date of invoice. If Ravebo is compelled to pass collection of the claim against the client to a third party, both the judicial and extra-judicial costs will be charged on to the client, who is deemed to agree that the extra-judicial costs are set at 15% of the total amount due, with a minimum of € 250, without a demand being required.

7.2 All payments must be made directly to Ravebo at its offices.

Article 8 – Retention of title / Right of retention

8.1 Until such time as the client has paid the outstanding debt in full, Ravebo retains ownership of the products delivered, as security for all amounts owed, without exception. Until such time the client is therefore not at liberty to sell the purchased products to a third party, to encumber them in any way or form or to process them or make use of them in any other manner without prior written consent from Ravebo. If the client fails to comply with any obligation he has towards Ravebo under the agreement, Ravebo shall be entitled, without notice of default being required, to recover the products, in which case the agreement will be terminated without judicial intervention, without prejudice to Ravebo’s right to compensation.

8.2 Ravebo, which has products and/or items of the client in its possession, is entitled to retain these products until all costs Ravebo has incurred in realising the orders of the client in question have been reimbursed, irrespective of whether these orders relate to the aforementioned or other products of the client, unless the client has provided adequate security for these costs.

Article 9 - Quality

9.1 Defects in part of the delivered products do not entitle the client to reject the entire delivery.

9.2 Ravebo is entitled to replace faulty work with sound work.

9.3 Ravebo must take the same care in storing, using and processing any products it has been provided with by or on behalf of the client as it would if it owned the products in question.

9.4 Without prejudice to the stipulations in the previous paragraph and elsewhere in these terms and conditions of delivery the client bears the risk for the products in question. If the client wants to be covered for this risk it is the client's responsibility to arrange for insurance.

Article 10 – Liability and indemnity

10.1 Notwithstanding any obligatory provisions with regard to (product) liability, and with due observance of rule of law with regard to good faith and law and order, Ravebo is not liable to pay any compensation for any damage of whatever nature, including direct, indirect, or trading losses, to movable or immovable property or to people, either at the client’s premises or at the premises of third parties. With due observance of what is stated elsewhere in this article, we are in no event liable for damage caused by incompetent use of the products delivered, or by use of the products for a purpose different from the one it is objectively suitable for.

10.2 Ravebo is under no obligation to repair any defects that are the result of natural wear, incompetent and incorrect use and/or excessive load.

10.3 The client indemnifies Ravebo against any direct or indirect damage caused to third parties in whatever manner or form as a result of or in connection with the delivered product or the possession or use thereof, to the extent that this exceeds our liability towards the client by virtue of the stipulations in the terms and conditions.

10.4 The client indemnifies Ravebo against any claims by the client or by third parties that are the result of a defect in the product that is partly caused by the conduct of the client or one of his staff.

10.5 Ravebo’s liability is (partly) determined on the basis of product/loss of profits insurances as well as (product) liability. With due observance of what is stated elsewhere in this article, any damage caused by us to the client (loss of profits) shall never exceed the net invoice amount of the delivered products. Fulfilling the applicable warranty / complaints obligations and/or paying the damage as assessed by us and/or our insurer(s) shall be considered to constitute full compensation and the only compensation due.

10.6 Ravebo shall never be liable for any damage to or for any loss, destruction or depreciation - of any nature - of products that were handed to us by the client or by a third party in connection with work to be completed by us for the client.

10.7 The stipulations in this article are partly made for the benefit of any third parties we may engage.

Article 11- Force majeure

11.1 In the event of force majeure on our part the realisation of the agreement will be suspended for as long as the force majeure situation prevents us from this realisation, without prejudice to our right to terminate the agreement without judicial intervention, in which case the client will only be obliged to pay a reasonable remuneration for the work already completed.

11.2 For the purpose of these terms and conditions, force majeure shall be taken to mean i.a.: war, threat of war, riot, impeding government measures, fire, strikes, damage to machinery, staff shortage and illness, stoppage of transport, lack of transportation means, floods, lockouts, problems at supplying companies and organizations, sabotage and all unforeseen circumstances in general as a result of which performance of the agreement can no longer be reasonably required. A case of force majeure can be held to exist for example where suppliers and partners that Ravebo relies on for its services have not fulfilled their obligations or have not fulfilled them in a timely manner, as a result of the circumstances, or for whatever other reason, or if the agreement in question has been terminated.

11.3 Exceeding the delivery time as a result of force majeure does not give the client the right to compensation or non-performance of any obligation that may arise from this agreement or from any other agreement associated to the order, nor does it entitle the client to terminate the agreement.

Article 12 - Applicable statutory regulations

12.1 The products will comply with the regulations that apply in the Netherlands with respect to operation, transport and safety on the day the agreement is concluded.

12.2 If changes to statutory regulations come into effect between the date the agreement is concluded and the date of delivery or commissioning respectively which were known in advance to come into effect before the date of the delivery, the products will be adapted to comply with these new regulations where possible. Any associated costs will be at the expense of the client. If Ravebo objects to the application of the changed regulations it will be obliged to notify the client accordingly.

Article 13 - Installation, repairs and maintenance

13.1 Unless otherwise expressly agreed in writing, the client will ensure at his own risk and expense that: - Ravebo will be able to commence its work and continue its work during normal working hours and also outside normal working hours if this is deemed necessary by the client, provided the client has notified Ravebo in good time; - suitable accommodation and/or all the required facilities pursuant to government regulations, the agreement and the use are available for Ravebo; - the access roads to the installation site are suitable for the required transport; - the necessary and usual auxiliary workers, auxiliary equipment, auxiliary facilities are made available to Ravebo in good time, free of charge and in the right place; - the necessary safety and precautionary measures have been taken and are maintained in order to comply with the applicable government regulations in the context of the fitting/installation;

13.2 To the installation, repairs and maintenance the other articles of these terms and conditions apply equally.

Article 14 - Cancellation

If the client fully or partially cancels a previously placed order he is obliged to reimburse Ravebo for all costs already incurred in realising

Article 15 – Transfer of rights and obligations

15.1 Neither of the parties is entitled to fully or partially transfer the rights and obligations arising from the agreement concluded under these terms and conditions to any third party, unless it receives prior written permission from the other party.

15.2 In the event that, for whatever reason and in whatever manner or form, the (relevant activities of the) client’s company are merged with or continued in a different company, both the original and the succeeding company will be jointly and severally liable in respect of the client’s performance of the obligations.

Article 16 - Permits

If the fitting requires permission from any authority, for example by virtue of the Historic Buildings and Monuments Preservation Act, from the local authority, the owner etc., then obtaining such permits will be the buyer’s responsibility. We will not accept any responsibility for this, unless otherwise agreed in writing.

Article 17 – Suspension and cancellation

17.1 If the client fully or partially cancels an accepted order, he is obliged to reimburse Ravebo for all costs already incurred and to be incurred in connection with the realisation of the order (costs for preparations, storage, fees and suchlike) and if Ravebo so desires to pay for the materials and semi-finished products designated for this order at the prices included in the offer; without prejudice to Ravebo's right to compensation for loss of profits as well as for any other damage, expenses and interests resulting from the cancellation of the accepted order.

17.2 If the client fails to comply with any obligation arising from the agreement or fails to comply completely or in a timely manner, or if circumstances arise from which Ravebo can reasonably conclude that the client cannot or will not comply with his obligations, all amounts owed will become immediately due and payable. In such instances Ravebo will be entitled to suspend the performance of all its own obligations towards the client or to terminate the agreement by a written notice to the client, without any notice of default or judicial intervention being required, and to recover any products that were delivered but not paid, without Ravebo being obliged to pay any damages and without prejudice to its other rights.

Article 18 – Applicable law

The agreement to be concluded between Ravebo and the client subject to these terms and conditions will be governed exclusively by Dutch law.

Article 19 - Disputes

The District Court in Rotterdam shall have exclusive jurisdiction to take cognizance of any disputes arising from this agreement between Ravebo and the client, without prejudice to any statutory provisions concerning the jurisdiction of the subdistrict court and without prejudice to Ravebo’s right to confer jurisdiction on the court in the client’s place of business, if Ravebo so desires.