from Zijlstra B.V., located in (4004 JB) Tiel, at Hoog Kellenseweg 5

Article 1 – Applicability of the General Terms and Conditions of Sale, Delivery, and Payment

1.1. These general terms and conditions of sale, delivery, and payment (hereinafter referred to as the ‘Conditions’) form part of every agreement concluded between Zijlstra B.V. (hereinafter referred to as ‘Zijlstra’) on the one hand and any third party (hereinafter referred to as the ‘Buyer’) on the other hand, as well as all quotations issued by Zijlstra concerning the delivery of movable goods.

1.2. The Conditions shall also apply to any subsequent agreements concluded between Zijlstra and the Buyer after they have become part of an agreement between Zijlstra and the Buyer, even if reference to the applicability of the Conditions is not made when such subsequent agreements are concluded.

1.3. Deviations from the Conditions shall only apply if expressly agreed in writing by both parties and accepted in writing by Zijlstra. Such deviations shall apply only to the quotation or agreement in which they were made.

1.4. The full or partial invalidity of any provision of the Conditions shall not affect the validity of the remaining provisions.

Article 2 – Quotations and Formation of Agreements

2.1. Every quotation issued by Zijlstra is non-binding, unless expressly stated in writing to be irrevocable, and shall expire automatically, unless expressly stated otherwise in writing, after thirty (30) calendar days from the date of the quotation. Quotations from Zijlstra may only be accepted in writing.

2.2. Agreements between the parties are only concluded when the formation of the agreement has been confirmed in writing to the Buyer by persons authorized to act on behalf of Zijlstra, or when Zijlstra has executed the agreement in a manner recognizable to the Buyer without reservation. Notwithstanding the foregoing, Zijlstra is only obliged to deliver the ordered goods if the total minimum order value applicable to the country in which the Buyer is established has been reached, or as specifically stated in the quotation or order confirmation from Zijlstra, unless expressly agreed otherwise in writing. Zijlstra has the right to dissolve or terminate agreements concluded with the Buyer by notice, without being liable for any compensation and without prejudice to Zijlstra’s rights under Article 15, if the aforementioned minimum order value has not been reached within six weeks after the (first) agreement was concluded.

2.3. Changes or additions to an already concluded agreement, as well as ancillary agreements, are only binding if confirmed in writing by Zijlstra to the Buyer.

2.4. Drawings, images, dimensions, or other delivery data are only binding if expressly agreed in writing.

Article 3 – Prices

3.1. All prices stated by Zijlstra in its quotations are, unless expressly agreed otherwise in writing, non-binding.

3.2. All prices are exclusive of value-added tax (VAT).

Article 4 – Delivery

4.1. If Zijlstra shows or provides a drawing, photo, model, design, calculation, or other data, this is only intended as an indication. The goods ultimately delivered may differ from what was shown.

4.2. Unless otherwise agreed, delivery is carriage paid including duties. The time of delivery is deemed to be the moment the goods leave Zijlstra’s warehouse. From that moment, the goods are at the Buyer’s risk.

4.3. The Buyer is obliged to accept the purchased goods at the time of delivery. If the Buyer refuses to accept or fails to provide information or instructions necessary for delivery, the goods will be stored at the Buyer’s risk. In such cases, the Buyer must pay the storage costs, without prejudice to Zijlstra’s right to demand performance and/or full compensation and to dissolve the agreement.

4.4. The Buyer is obliged, under penalty of forfeiture of rights, to inspect the delivered goods for any shortages or damages within 7 working days after actual delivery, or to have such inspection carried out after Zijlstra has notified that the goods are available. Damaged or incomplete goods will only be accepted for return and (possibly) replacement by Zijlstra if returned in their original packaging.

Article 5 – Partial Deliveries

Zijlstra reserves the right to deliver in parts (partial deliveries), which may be invoiced separately. The Buyer is then obliged to pay in accordance with the provisions of Article 12 of the Conditions.

Article 6 – Delivery Time

6.1. The stated delivery time is always approximate and does not constitute a strict deadline, unless expressly agreed otherwise in writing.

6.2. Zijlstra is not liable in any way for exceeding the delivery time, regardless of the cause. Exceeding the delivery time does not entitle the Buyer to any compensation, nor does it give the Buyer the right to dissolve the agreement, refuse acceptance, or suspend any obligation.

Article 7 – Force Majeure

7.1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, force majeure includes: strikes (organized or unorganized) within Zijlstra’s company, a general shortage of materials and other items or services required for the agreed performance, general transport disruptions, (attributable or non-attributable) non-performance by Zijlstra’s suppliers, strikes (organized or unorganized), and staff shortages.

7.2. During a period of force majeure, Zijlstra’s delivery and other obligations are suspended. If the period during which Zijlstra is unable to fulfill its obligations due to force majeure lasts longer than 6 months, both parties are entitled to terminate the agreement in whole or in part by cancellation or dissolution, without any obligation to pay compensation or undo performance.

7.3. Zijlstra is entitled to demand payment for what has already been performed under the agreement before the force majeure situation became apparent.

7.4. Zijlstra is also entitled to invoke force majeure if the circumstance causing the force majeure arises after Zijlstra should have already delivered the performance.

Article 8 – Warranty

8.1. Subject to the provisions elsewhere in the Conditions, Zijlstra guarantees that the goods delivered and/or the materials used or processed by Zijlstra meet the normal requirements for such goods for a period of 6 months after delivery. If the Buyer sufficiently demonstrates that the delivered goods or materials do not meet these normal requirements, Zijlstra shall, at its discretion, either repair the goods, replace them, or (partially) dissolve the agreement with a pro rata refund of the amount already paid by the Buyer, without being liable for any compensation.

8.2. The aforementioned warranty obligation expires if: a. The Buyer makes or has made changes or repairs to the delivered goods without prior written approval from Zijlstra; b. The Buyer uses the delivered goods for a purpose other than their intended use; c. The Buyer handles, uses, or maintains the delivered goods in an improper manner (as reasonably determined by Zijlstra); d. The Buyer fails to fulfill its obligations towards Zijlstra; e. The Buyer fails to meet its information obligations under Article 8.7; f. The Buyer is otherwise wholly or partially responsible for the defect in the delivered goods.

8.3. Any costs for disassembly, shipping, and transport are at the Buyer’s expense and risk.

8.4. Warranty for goods purchased by Zijlstra from third parties is only provided if and to the extent that the relevant manufacturer/supplier provides a warranty, and only to the extent of that warranty.

8.5. The warranty period is not extended after warranty repairs.

8.6. The fact that the Buyer claims warranty does not release the Buyer from its obligations, such as payment and acceptance under the agreement(s) concluded with Zijlstra.

8.7. If the delivered goods consist wholly or partly of glass, the Buyer must properly inform the customer about the properties and handling of this material, and in particular about the fact that even minimal damage to tempered glass can lead to stress differences and subsequent (glass) breakage.

Article 9 – Complaints

9.1. Complaints must be submitted in writing as soon as possible, but no later than within the period stated in Article 4.4—i.e., within 7 working days after the defects have been discovered. The complaint must include a precise description of the nature and grounds of the complaint(s), as well as the alleged basis for Zijlstra’s liability for replacement, repair, or compensation. Complaints that are not or insufficiently substantiated will not be processed by Zijlstra. The Buyer is aware that if the goods are made of glass, even minimal and seemingly insignificant damage may eventually lead to glass breakage, and such damage must therefore also be reported.

9.2. After the expiration of the aforementioned period, the Buyer is deemed to have approved the delivered goods. Complaints will no longer be accepted by Zijlstra.

9.3. Return of delivered goods is only permitted with Zijlstra’s prior written approval and under conditions determined by Zijlstra.

Article 10 – Liability

10.1. Zijlstra’s liability towards the Buyer is, except as provided in the following paragraphs, limited to fulfilling its warranty obligations as described in Article 8.

10.2. Zijlstra’s liability for unlawful acts is excluded, except where such acts result from intent or deliberate recklessness by Zijlstra’s executive subordinates. Zijlstra is also not liable for indirect or consequential damages suffered by the Buyer due to an attributable failure by Zijlstra to fulfill its obligations under any agreement. This includes, but is not limited to: lost profits, lost revenue, immaterial damage, missed opportunities, and damage to reputation—unless such damage results from intent or deliberate recklessness by Zijlstra’s executive subordinates.

10.3. Zijlstra’s liability for direct damages suffered by the Buyer due to or in connection with an attributable failure by Zijlstra to fulfill its obligations under an agreement is limited to cases where the Buyer proves that the damage is a direct result of such failure. The liability is further limited per event or series of related events with a common cause to the agreed value (excluding VAT) of the obligation(s) in which Zijlstra failed, and per delivered item, with a maximum of €2,500 per event or series of events with a common cause—unless a further limitation applies under the following paragraphs.

10.4. Any claim against Zijlstra based on an agreement expires after one year, unless legal proceedings have been initiated within that period. The limitation period begins on the day following the date on which the Buyer became aware of both the damage and the liable party.

10.5. All defenses that Zijlstra may derive from the agreement with the Buyer to avoid liability may also be invoked by its personnel and third parties engaged by Zijlstra in the performance of the agreement, as if they were parties to the agreement themselves.

10.6. Liability-limiting, excluding, or defining conditions that third parties may invoke against Zijlstra may also be invoked by Zijlstra against the Buyer.

Article 11 – Indemnification

The Buyer indemnifies Zijlstra, its personnel, and any third parties engaged by Zijlstra in the performance of its obligations under the agreement against all claims from other third parties for compensation of any (alleged) damage caused by or otherwise related to Zijlstra’s performance under the agreement.

Article 12 – Payment Terms

12.1. Unless expressly agreed otherwise in writing, payment of each invoiced amount must be made within thirty (30) calendar days from the invoice date and in accordance with the method indicated on the invoice. Payment must be made in the agreed currency and without set-off, discount, and/or suspension.

12.2. In case of late payment, the Buyer is in default without notice, and all payment obligations become immediately due. This also applies if the Buyer is declared bankrupt or applies for suspension of payment.

12.3. In case of late payment, the Buyer owes statutory commercial interest (Article 6:119a of the Dutch Civil Code), increased by 2% on the invoice amount, from the invoice due date. Zijlstra is also entitled to charge €7.50 in reminder fees.

12.4. Additionally, all reasonable judicial and extrajudicial costs incurred by Zijlstra (including but not limited to: bailiff fees and legal assistance costs) due to the Buyer’s non-compliance are payable by the Buyer, with a minimum of 10% of the principal amount (including VAT) or €250, whichever is higher. This minimum fee also serves as an incentive for the Buyer to fulfill its (payment) obligations properly (penalty clause).

12.5. Payments made by the Buyer will always be applied first to all due interest and costs, and then to the oldest outstanding invoices, even if the Buyer states that the payment relates to a later invoice.

12.6. Notwithstanding the foregoing, Zijlstra always has the right to demand cash payment or, before proceeding with delivery or further execution of work, to require sufficient security from the Buyer for timely payment. Security must be provided by means of an irrevocable bank guarantee from a reputable Dutch banking institution or by providing other reasonably equivalent security.

Article 13 – Retention of Title

13.1. All goods delivered to the Buyer remain the property of Zijlstra until full payment has been made of all amounts owed to Zijlstra, including interest and costs.

13.2. The Buyer is not entitled to dispose of goods subject to retention of title, unless such disposal occurs in the ordinary course of business. The Buyer is otherwise not permitted to pledge the goods or establish any other rights on them.

13.3. Without prejudice to its other rights, Zijlstra is irrevocably authorized by the Buyer to repossess the goods delivered by Zijlstra if the Buyer fails to meet its obligations. Zijlstra may do so without notice or judicial intervention and may enter the premises where the goods are located. While the goods remain the property of Zijlstra, the Buyer must insure them properly against customary risks.

Article 14 – Intellectual Property Rights

14.1. All intellectual property rights (including but not limited to copyrights and registered and unregistered design rights) to drawings, photos, catalogs, models, designs, calculations, and similar materials provided by Zijlstra to the Buyer (hereinafter: “the Materials”) shall at all times remain with Zijlstra and shall never transfer to the Buyer. Where these Conditions refer to “delivery” or variations thereof, this shall not be interpreted as implying a transfer of intellectual property rights. The Buyer only receives a non-exclusive, non-transferable, and revocable right to use the Materials in their original form for internal use, which shall never extend beyond the explicitly agreed use or the use reasonably required for the execution of the agreement.

14.2. Without prejudice to the general scope of Article 14.1, the Buyer is expressly prohibited from copying and/or editing the content (including photos) of catalogs provided by Zijlstra. If Zijlstra provides digital photos to the Buyer, their use is permitted only for the purposes explicitly indicated by Zijlstra, and use on any website is prohibited unless Zijlstra has given prior written consent. Zijlstra may revoke its permission to use the Materials at any time with immediate effect, without being liable for damages, and the Buyer must then promptly return the Materials to Zijlstra.

14.3. The Buyer is not permitted to use Zijlstra’s article numbers for its own commercial exploitation of the relevant goods. Nor is the Buyer allowed to publish its own photos or drawings of goods originating from Zijlstra and/or their article numbers on the internet.

14.4. If and to the extent it is legally established that the goods delivered by Zijlstra to the Buyer infringe any copyright and/or design right valid in the Netherlands held by third parties, Zijlstra shall take back the goods and refund the purchase price paid by the Buyer. This refund shall be the Buyer’s sole remedy in such cases.

Article 15 – Termination and Cancellation

15.1. Without prejudice to Article 6:265 of the Dutch Civil Code, Zijlstra has the right to terminate or dissolve the agreement with the Buyer by notice, without being liable for damages, if: a. The Buyer is declared bankrupt, files for bankruptcy, or bankruptcy is filed against them; b. The Buyer applies for (provisional) suspension of payment or proceeds to liquidation; c. The Buyer’s assets or part thereof are seized.

15.2. Unless full or partial cancellation was excluded at the time the agreement with Zijlstra was concluded, the Buyer has the right to cancel (terminate) the agreement in whole or in part within six weeks of its conclusion, but not within fourteen days prior to the intended delivery date, by submitting a written notice to Zijlstra and paying 30% of the agreed purchase price corresponding to the canceled portion. The cancellation becomes effective only after Zijlstra has received this payment. Partial cancellation of an agreement resulting in a remaining order value below the minimum order value applicable to the Buyer’s country or as specifically stated in Zijlstra’s quotation or order confirmation is not permitted.

Article 16 – Applicable Law and Disputes

16.1. All quotations and agreements with Zijlstra are governed exclusively by Dutch law, excluding the Vienna Sales Convention (CISG).

16.2. All disputes, including those considered as such by only one party, arising from or related to the agreement to which these Conditions apply or concerning the Conditions themselves and their interpretation or execution, whether factual or legal, shall be exclusively settled by the competent court in Arnhem, unless Zijlstra prefers to submit the dispute to the competent court in the Buyer’s place of residence or establishment.

Article 17 – Inconsistency Between Dutch Text and Translation

In the event of any inconsistency between the Dutch version of the Conditions and a version in another language, the Dutch version shall prevail.