FritsJurgens General Conditions of Sale and Delivery.

Article 1 General

1.1 These general conditions will apply to any offer, quotation and agreement between FritsJurgens B.V. (hereinafter ‘FritsJurgens’) and a c ontracting party (hereinafter the ‘Contracting Party’) in respect of the pivot door hinge and related products (hereinafter the ‘Products’) offered and to be delivered by FritsJurgens, unless expressly agreed otherwise in writing between the parties.
1.2 The applicability of any general conditions of the Contracting Party is expressly waived.
1.3 FritsJurgens will be entitled to agree other conditions with the Contracting Party. In such event, such other conditions will a t all times be confirmed in writing by FritsJurgens to the Contracting Party.
1.4 These general conditions will also apply if the Contracting Party has its registered office abroad.

Article 2 Quotations and offers

2.1 Any quotations and offers submitted by FritsJurgens will be subject to contract, unless the quotation sets a term for acceptance. A quotation or offer will expire if the product to which the quotation or offer relates proves no longer to be a vailable.
2.2 The agreement is formed by signing of the agreement in respect of the Products to be submitted by or on behalf of FritsJurgens to the purchaser. Any order confirmation subsequently sent to the purchaser will merely constitute a confirmation of the agreement formed earlier.
2.3 FritsJurgens reserves the right to refuse orders without stating reasons.

Article 3 Delivery

3.1 Delivery times stated will not be firm deadlines , unless expressly agreed otherwise in writing.
3.2 If FritsJurgens requires information from the Contracting Party for the purpose of performance of the agreement, the delivery period will commence upon provision of such information to FritsJurgens.
3.3 As from the time of delivery, the products will be a t the expense and risk of the Contracting Party. This will include the risk o f loss, damage or decrease in value. In the event of delivery free house, delivery within the meaning of Art. 7:9 of the Dutch Civil Code (BW) will be deemed to have been effected as soon as the products have left the means of transport. In the event of delivery other than free house, the time of delivery will be deemed to be the time of loading the products onto the means o f transport.

Article 4 Complaints and warranty

4.1 The Contracting Party will be required to inspect the Products delivered by FritsJurgens for sound condition immediately upon delivery. Any specific investigations required in that respect are to be carried out within three days. Any complaints are to be lodged and substantiated within three work days of delivery of the Products. In the event of defects that could not be discovered within the first three workdays, the complaints may still be lodged within three workdays after the defects should reasonably have been discovered. If the Contracting Party fails to lodge a complaint within such terms, it will be deemed to have approved the Products delivered and not to have objected to FritsJurgens within a reasonable term as referred to in Ar t. 7:23 BW.
4.2 FritsJurgens will warrant the proper performance of the Product for a period of two years following the date of receipt, provided installed and main tained in accordance with the instructions.
4.3 Any right to lodge a complaint and/or to warranty will expire, in addition to the situations referred to in ar ticles 4 .1 and 4 .2, if: a. the Products have been transported, treated, used, installed, processed or stored by or on behalf of the Contracting Party improperly or contrary to
instructions given by or on behalf of FritsJurgens; b. the Contracting Party fails to perform, or to perform properly or fully, any of its obligations vis-à-vis FritsJurgens ensuing from the underlying agreement.
4.4 If a complaint is deemed founded by FritsJurgens, FritsJurgens may, at its option, replace or repair the defective Products, dissolve the agreement, without any right arising on the part of the Contracting Party to damages, or credit the invoice price for such part of the delivery as was defective. In consultation with the Contracting Party, another solution may also be agreed.

Article 5 Prices and payment

5.1 All prices stated by FritsJurgens will be exclusive of turnover tax and exclusive of any other government levies and/or taxes. This may bederogated from only if expressly agreed otherwise in writing.
5.2 Payment of the amounts invoiced by FritsJurgens will be due within 14 days of the date of the invoice. The Contracting Party waives its right to suspension and/or set-off.
5.3 If payment is not made within the term set in the foregoing paragraph, the Contracting Party will be in default, without any further notice of default being required.
5.4 FritsJurgens may pass on any price increases that may have occurred between the time of the quotation and per formance of the agreement, including but not limited to increases in wages, social charges, (purchase) prices o fauxiliary materials, raw materials and consumables, and fuel. No such price increase will entitle the Contracting Party to dissolve all or part of the agreement.
5.5 FritsJurgens reserves title to the products delivered by it as long as the purchase price has not, or not fully, been paid.

Article 6 Liability

6.1 Without prejudice to any other limita tions of FritsJurgens’ liability agreed in these general conditions, FritsJurgens’ liability will be limited to compensation of the direct damage as a result of defects in the Products, to a maximum of the higher of (1) the amount to be paid out by FritsJurgens’ insurer and (2) the invoice value of such part of the invoice as relates to the defective Products.
6.2 In no event will FritsJurgens be liable for any consequential damage, direct or indirect trading loss, damage due to business interruption, delay in delivery of orders, lost orders, lost profits, lost income, lost savings, processing costs, etc., or for any damage caused by subordinates or agents of FritsJurgens, or caused by, or relating to, equipment used by FritsJurgens.
6.3 The Contracting Party will indemnify FritsJurgens against any liability to third parties exceeding the amount and/or the nature of FritsJurgens’ liability to the Contracting Party.

Article 7 Applicable law and disputes

7.1 All agreements to which all or par t of these conditions will apply will be go verned exclusively by the laws of the Netherlands. The applicability of the Vienna Sales Convention is excluded.
7.2 Any disputes that may arise as a result of the agreement and any subsequent agreements for the performance thereof will be decided by the District Court for the North Netherlands, Groningen location.
7.3 If any of the provisions of these conditions proves invalid or is rendered inoperative in court, the other provisions will remain in full force and effect.