Disclaimer and General Terms and Conditions

Disclaimer

This web shop contains information about the products and services offered by Mauer Nederland BV.
Mauer reserves the right to make changes to this web shop without prior notice.

Limitation of liability

Mauer Nederland BV takes the utmost care to ensure that the information displayed is reliable and up-to-date. However, despite the utmost care inaccuracies or omissions may creep in. Mauer Nederland BV is not liable for obvious errors or inaccuracies.

You cannot derive any rights from the content of this web shop. Mauer Nederland BV will of course correct any errors or inaccuracies in this web shop as quickly as possible.

No liability can be accepted for the content of this document.

Copyright

This web shop, the design, text, logos and images, as well as the form thereof are subject to the copyright of Mauer Nederland BV. Without the written permission of Mauer Nederland BV, it is not permitted to copy and use material from this web shop for other purposes. This is a violation of property rights.

Mauer Nederland BV accepts no liability for third-party websites (links) and the privacy policies employed by third parties.

Algemene Verkoop- en Leveringsvoorwaarden van de Algemene Branchevereniging VHS (VHS)

Filed with the Registry of the District Court of The Hague on 8 January 2020 under number 1/2020.

Article I General

1. If these General Terms of Delivery form part of offers and agreements for the performance of deliveries and/or services by the contractor, all provisions of these terms and conditions shall apply between the parties, insofar as not explicitly deviated from by written agreement between the parties. Any reference by the customer to its own purchase or other conditions is expressly rejected by the contractor.
2. In these terms and conditions, the following terms shall have the following meanings
- product: goods, as well as services, such as maintenance, advice and inspection;
- in writing: by means of a document signed by both parties or by means of a letter, fax, e-mail or any other technical means agreed upon by the parties;
- the contractor: the one who refers to these conditions in his offer and/or order confirmation;
- the customer: the person to whom the offer and/or order confirmation is addressed;
3. In these terms and conditions the following terms shall also have the following meanings
- service: the contracting of work.

Article II Offer

1. All offers made by the contractor shall be free of obligation.
2. Information mentioned in catalogues, illustrations, drawings, measurement and weight specifications, etc. shall only be binding if and insofar as they are explicitly included in a contract signed by the parties or an order confirmation signed by the commissionee.
3. The offer issued by the contractor, as well as the drawings, calculations, software, descriptions, models, tools, etc. made or provided by him, remain his property, even if costs have been charged for them. The intellectual property rights to the information contained in all this, or on which the manufacturing and construction methods, products, etc. are based, shall remain the exclusive property of the contractor, even if costs have been charged for them. The client warrants that, except for the performance of the agreement, the said information will not be copied, shown to third parties, disclosed or used, except with the written permission of the commissionee.

Article III Agreement

1. If the agreement is entered into in writing, it shall be concluded on the day the contract is signed by the
If the agreement is entered into in writing, it shall be concluded on the day the contract is signed by the Contractor or on the day the written confirmation of the order is sent by the Contractor.
2. By additional work is meant everything the contractor, in consultation with the purchaser, whether in writing or not, delivers and/or installs during the performance of the agreement exceeding the quantities explicitly laid down in the contract or in the order confirmation, or exceeding the activities explicitly laid down in the contract or order confirmation.
3. Oral promises by and agreements with employees shall only bind insofar as it has confirmed them in writing.

Article IV Pricing

1. The prices stated in the offer or order confirmation are exclusive of VAT and are based on the cost prices applicable at the time the offer or order confirmation was issued.
2. If, after the date of conclusion of the agreement, one or more of the cost price factors undergoes an increase - even if this is due to foreseeable circumstances - the contractor shall be entitled to increase the agreed price accordingly.
3. Prices are based on delivery ex works in the Netherlands, on the understanding that the commissionee shall charge a surcharge of at least €10 for handling costs for orders of less than €500 net (excluding turnover tax and any packaging to be charged separately), while the freight costs shall be charged separately.
4. Prices quoted are exclusive of turnover tax and any separately chargeable costs for packaging. Packaging will not be taken back.
5. The costs of loading, unloading and transport of raw materials, semi-finished products, models, tools and other items made available by the client are not included in the price and are charged separately. Costs paid for by the contractor in this regard shall be regarded as an advance payment at the expense of the purchaser.

Article V Delivery

1. Delivery shall be made ex works in accordance with the Incoterms applicable on the date of offer.
2. The parties may agree to deliver orders in parts. In that case, the contracted party will be entitled to invoice for these partial deliveries.
3. If the client does not fulfil, does not fulfil properly or does not fulfil on time any obligation arising for him from the agreement entered into with Marko or from an agreement related to this agreement, or if there are good reasons to fear that the client is not able or will not be able to fulfil his contractual obligations towards Marko, the contractor shall be entitled, without notice of default or judicial intervention, either to suspend the performance of the agreement entered into with the client, or to dissolve it in full or in part, without being obliged to pay any compensation and without prejudice to the other rights to which he is entitled.
4. In the event of suspension on the grounds of subsection 3, Marko shall be entitled to have the raw materials, materials, parts and other goods purchased, reserved, processed and manufactured for the performance of the agreement and stored by it at the client's expense and risk. In the event of dissolution on the grounds of subsection 3, the previous sentence shall apply accordingly, on the understanding that the contractor may also choose to sell or destroy the goods at the client's expense instead of storing them. In the event of suspension or dissolution on the grounds of subsection 3, the contractor shall be entitled to full compensation for damages, but shall not be held liable for any damages himself.

Article VI Delivery time

1. The delivery period shall commence on the date of written acceptance of the order. If the client has not provided all the information required for the execution of the order by that time, the delivery period shall not commence until that time.
2. Without prejudice to the provisions elsewhere in these terms and conditions for extending the term of delivery, the term of delivery shall be extended by the duration of the delay arising on the part of Marko as a result of the Client's failure to fulfil any obligation arising from the agreement or to cooperate as required of it in connection with the execution of the agreement.
3. With regard to the term of delivery, products shall be deemed delivered when they are ready for shipment and the purchaser has been notified thereof in writing.
4. Exceeding the delivery time shall not entitle purchaser to dissolve the agreement in whole or in part, nor to any damages or non-fulfilment of any obligation which may arise for him from any agreement entered into with the contractor, unless this exceeding amounts to more than 16 weeks or will amount to more than 16 weeks according to notification by the contractor. In case of such delay the purchaser may, to the exclusion of all other rights, terminate the agreement by notice in writing to the contractor and shall, where appropriate, be entitled to reimbursement of the price, or part of the price, already paid for the product and to compensation for the damage he has suffered, which compensation shall not exceed 15 per cent of the agreed price for the product to be delivered. Unless the client makes use of his aforementioned right to dissolve the agreement, exceeding the delivery time - for whatever reason - does not give the client the right to carry out work, or have work carried out, in execution of the agreement, without judicial authorisation.

Article VII Transfer of risk and ownership

1. Immediately after the product has been delivered in the sense of art. VI sub 3, the purchaser bears the risk for all direct and indirect damage, which may occur on or on account of this product, except insofar the damage is the result of the intent or conscious recklessness of persons which are members of the contractor's management. If, after notice of default, Client remains in default of taking delivery of the product, Contractor shall be entitled to charge Client for the costs arising therefrom.
2. Without prejudice to sub 1 and article VI sub 3, the ownership of the products delivered by the contractor to the purchaser shall transfer to the purchaser only when all debts of the purchaser to the contractor on account of deliveries or work, including interest and costs, have been paid in full. The client shall nevertheless be entitled to sell and deliver the products to third parties in the normal course of business.
3. Contractor shall be entitled to unhindered access to the product(s). The purchaser shall render all cooperation to the contractor in order to enable the contractor to exercise the reservation of title included in paragraph 2 by taking back the product(s).

Article VIII Claims

Complaints about defects, incorrect deliveries and externally visible faults shall be made within 14 days of receipt of the products by the customer. If this period is exceeded, any claims against Contractor in this regard shall lapse.

Article IX Payments

1. Payment must be made within one month of the invoice date without any deduction, set-off or suspension.
2. If the client fails to pay within the agreed period, he shall be deemed to be in default by operation of law and the contractor shall be entitled, without any notice of default being required, to charge interest from the due date.
This interest shall be calculated at a rate three points above the statutory interest in force in the Netherlands, as referred to in Section 119a and Section 120(2) of Book 6 of the Dutch Civil Code, and shall include all judicial and extrajudicial costs incurred for the collection of the debt.

Article X Warranty

1. The Contractor shall, at its own discretion, replace or repair free of charge products with externally visible defects, which the Client proves to have occurred exclusively or predominantly as a direct result of the use of inferior materials, of inferior workmanship or of a fault in the construction applied by the Contractor, subject to the restrictions set forth in the following paragraphs.
2. The obligation described in paragraph 1 of this Article is limited to the defects mentioned therein which have occurred within one year after delivery in the sense of Article VI, paragraph 3. A new guarantee period of 12 months shall apply to repairs carried out and replacement parts repaired and supplied, all this in compliance with paragraph 1, on the understanding that all guarantees lapse as soon as 18 months have passed since the delivery of the product in accordance with Article VI, paragraph 3.
3. Notification of defects, as referred to in paragraph 1, must be made in writing to the contractor without delay, but in any case within 14 days after a defect has occurred and at the latest within 14 days after the term mentioned in paragraph 2. If this term is exceeded, all obligations of the contractor under paragraph 1 lapse. Legal actions in connection with the mentioned defects must be brought within one year after the timely notification thereof, on penalty of expiry.
4. Products in respect of which a claim is made under the warranty must be sent to Marko carriage paid following consultation with the Contractor. If the contracted party delivers new products in fulfilment of his obligation of guarantee, the originally delivered products will remain or become his property.
5. In any case, the guarantee does not cover defects which are wholly or partially the result of
a. non-compliance with operating and maintenance instructions or use other than normal use as intended;
b. normal wear and tear;
c. assembly/installation or repair by the customer or by third parties;
d. the application of any government regulation regarding the nature or quality of the materials applied;
e. materials or goods used in consultation with the client;
f. materials or goods which Client has supplied to Contractor for the purpose of processing; g. materials, goods, methods of working
g. materials, goods, methods of working and constructions, insofar as applied on the Client's explicit instruction, as well as materials and goods supplied by or on behalf of the Client;
h. parts obtained by Contractor from third parties, insofar as the third party has not provided a guarantee to Contractor or the guarantee provided by the third party has expired.
Defects resulting from incorrect transport, storage, application or changes made by the client or third parties without written consent are also not covered by the warranty.
6. For repair, overhaul and maintenance work and similar services carried out by the contractor without warranty, unless otherwise agreed, a warranty is only given for the soundness of the execution of the commissioned work, for a period of 6 months. This guarantee comprises the contractor's sole obligation in the event of defects to perform the work again, insofar as this is defective. In that case a new guarantee period of 6 months shall apply, on the understanding that any guarantee shall lapse as soon as 12 months have passed since the original work was performed.
7. No guarantee is given for inspections, advice and similar services carried out by the contractor.
8. If the client does not fulfil, does not fulfil properly or does not fulfil on time any obligation arising for him from the agreement entered into with the contractor or from an agreement related to it, the contractor is not bound to give any guarantee of any kind with regard to any of these agreements. If the purchaser proceeds to dismantle, repair or perform other work on the product, or has such work performed, without the prior written approval of contractor, all claims under the warranty shall lapse.
9. If other parts are used than those supplied by contractor, all claims under the warranty shall lapse.
10. The alleged failure of the contractor to fulfil his obligations under the guarantee does not relieve the purchaser from his obligations under any agreement entered into with the contractor.

Article XI Liability

1. The contractor's liability under the contract is limited to fulfilment of the warranty obligations described in article X of these terms and conditions. If the contractor has not fulfilled his obligations under article X within a reasonable time, the purchaser may by notice in writing fix a final, appropriate time for fulfilment of these obligations by the contractor. If the contractor has not fulfilled his obligations within this last
4
4 The purchaser may, at the expense and risk of the contractor, carry out the necessary remedial works himself or have them carried out by a third party. If successful remedial works are thus carried out by the purchaser or a third party, reimbursement by Marko of reasonable costs incurred by the purchaser shall release Marko from all liability for the defect in question, provided that such costs shall not exceed 15 per cent of the agreed price for the product supplied.
2. If the remedial works according to paragraph 1 are not successfully carried out
a) the customer shall be entitled to a reduction of the agreed price for the delivered product in proportion to the reduced value of the product, on the understanding that such reduction shall not exceed 15 per cent of the agreed price for the delivered product, or
b) where the defect is so substantial that the purchaser no longer has any interest in using the product, the purchaser may terminate the agreement by notice in writing to the contractor. The purchaser shall then be entitled to reimbursement of the price paid for the delivered product and to compensation for the damage he has suffered up to a maximum of 15 per cent of the agreed price for the delivered product.
3. Unless there is intent or conscious recklessness by employees of the contractor who are part of the management and except for the provisions in art. VI sub 4, in art. X and in subsections 1 and 2 of this article, all liability of the contractor for defects in the delivered product and in connection with the delivery, such as for damage resulting from exceeding the delivery time and from non-delivery, for damage resulting from liability towards third parties, for trading loss, consequential loss and indirect damage, installation and dismantling costs and for damage resulting from any wrongful act or omission of (staff members of) the contractor, is excluded.
4. The contractor shall therefore also not be liable for any infringement of patents, licences or other rights of third parties and for damage to or loss of raw materials, semi-finished products, models, tools and other items made available by the client, irrespective of the cause.
5. The client is obliged to indemnify and hold harmless the contractor with respect to all claims by third parties for compensation of damage caused by or in connection with the delivered product.

Article XII Force majeure

1. In these General Terms and Conditions, force majeure means every circumstance independent of the contractor's will - even if this was foreseeable at the time the agreement was entered into - which prevents the agreement from being performed, either permanently or temporarily, as well as, insofar as not already included, war, danger of war, civil war, riots, strikes, workers' disruption, etc.
1. Force majeure includes any circumstance beyond the control - even if foreseeable at the time the agreement was entered into - which prevents performance of the agreement, either temporarily or permanently, as well as, insofar as not already included, war, threat of war, civil war, riots, strikes, lockouts, transport difficulties, fire, cybercrime and other causes of serious disruption in contractor's business or that of its suppliers.
2. In the event of force majeure, the contractor shall be entitled either to suspend performance of the agreement, or to dissolve the agreement in whole or in part, without the customer being able to derive any right to compensation from that.

Article XIII Applicable Law and Disputes

1. All agreements to which these terms and conditions apply in whole or in part shall be governed by Dutch law.
2. Insofar as any disputes which may arise as a result of an agreement to which these terms and conditions apply in whole or in part must be settled by the court because of their nature or because of the amount claimed, only the court of the district in which the contractor has his registered office has jurisdiction to pronounce any judgment.