Terms and Condition

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Order taker:

Gerard Da Deppo of GDD Productions

Master TJ Verschuurstraat 2E, 5684XC in Best.

Chamber of Commerce 91202469, VAT number NL004872686B84

IBAN: NL98ABNA0126274657

1.These conditions apply to every offer, quotation and agreement between Borniakovens Nederland, hereinafter referred to as: “User”, and an Other Party to which the User has declared these conditions applicable, insofar as these conditions have not been expressly agreed upon by the parties. has been waived in writing.

2. These terms and conditions also apply to agreements with the User, for the execution of which the User must involve third parties.

3. These general terms and conditions have also been written for the User’s employees. The applicability of any purchasing or other conditions of the Other Party is expressly rejected.

4. If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the other provisions in these general terms and conditions will remain fully applicable. The User and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions are taken into account as much as possible.

5. If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.

6. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

7. If the User does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to demand strict compliance with the provisions of these conditions in other cases. .

Article 2 Quotations and offers

1All quotations and offers from the User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime.

2 The User cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3 The prices stated in a quotation or offer are exclusive of VAT and other government levies.

If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.

A composite quotation does not oblige the User to carry out part of the assignment for a corresponding part of the stated price.

GENERAL CONDITIONS FOR DELIVERY OF Borniak ovens in the Netherlands

Article 3 Contract duration;

delivery times, implementation and amendment of the agreement; price increase 1.The agreement between User and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2. If a term has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give User notice of default in writing. The user must be offered a reasonable period to still implement the agreement.

3.User has the right to have certain work carried out by third parties.

4.User is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

5. If the agreement is amended, including a supplement, the User is entitled to implement it only after approval has been given by the authorized person within the User and the Other Party has agreed to the price and other conditions stated for the implementation. , including the time to be determined at which time it will be implemented. Failure to execute the amended agreement or to do so immediately does not constitute a breach of contract on the part of the User and is no reason for the Other Party to terminate the agreement.

6. Without being in default, the User can refuse a request to change the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the work to be carried out or goods to be delivered in that context.

7. If the Other Party fails to properly fulfill its obligations to the User, the Other Party is liable for all damages (including costs) to the User arising directly or indirectly as a result.

8. If the User agrees on a certain price when concluding the agreement, the User is nevertheless entitled to

increase in the price, even if the price was not originally stated with reservation.

– If the price increase is the result of a change in the agreement;
– if the price increase results from a right vested in the User or an obligation incumbent on the User under the law;
– In other cases, on the understanding that the Other Party who is not acting in the exercise of a profession or business is entitled to terminate the agreement by a written statement if the price increase amounts to more than 10% and takes place within three months after conclusion of the agreement, unless the User is then still prepared to execute the agreement on the basis of what was originally agreed, or if it is stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension,

dissolution and interim termination of the agreement agreement 1. User is entitled to suspend the fulfillment of the obligations or to terminate the agreement immediately without judicial intervention by registered letter and with immediate effect, if:
the Other Party does not fulfill the obligations under the agreement, not fully or not on time;
circumstances that have come to the attention of the User after concluding the agreement give good reason to fear that the Other Party will not fulfill its obligations;
if circumstances arise that are of such a nature that compliance with the agreement is impossible or unchanged maintenance of the agreement cannot reasonably be expected from the User.2. If the termination is attributable to the Other Party, the User is entitled to compensation for the damage , including the costs that arise directly and indirectly.3. If the agreement is dissolved, the User’s claims on the Other Party are immediately due and payable. If the User suspends the fulfillment of the obligations, he retains his claims under the law and the agreement. 4. If the User decides to suspend or dissolve on the grounds stated in this article, he is in no way obliged to pay compensation for damage. and costs arising in any way or compensation, while the Other Party, by reason of breach of contract, is obliged to pay compensation or compensation.5. In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Other Party, of debt restructuring or another circumstance as a result of which the
The other party can no longer freely dispose of its assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the User’s claims against the Other Party are immediately due and payable.

6. If the Other Party cancels a placed order in whole or in part, the goods ordered or prepared for this purpose, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. are being brought.

Article 5 Force majeure

1. User is not obliged to fulfill any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not due to fault, for example the factory no longer being able to deliver a product and nor pursuant to the law, a legal act or generally accepted views.

2. In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence, but as a result of which the User is unable to fulfill his obligations. come. The User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the User should have fulfilled his obligation.

3. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate the other party for damages.

4. If, at the time of force majeure, the User has already partially fulfilled his obligations under the agreement or will be able to fulfill them, and independent value is attached to the fulfilled or yet to be fulfilled part, the User is entitled to fulfill the obligations already fulfilled or to be fulfilled. part to be invoiced separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must always be made within 14 days after the invoice date, in a manner to be specified by the User in the currency in which the invoice was issued, unless the User indicates otherwise in writing.

GENERAL CONDITIONS FOR DELIVERY OF Borniak ovens in the Netherlands

2. If the Other Party fails to pay an invoice on time, the Other Party is legally in default. The Other Party will then owe interest. In the case of consumer purchases, the interest is equal to the statutory interest. In other cases, the Other Party owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.

3.User has the right to have payments made by the Other Party firstly deducted from the costs, then from the accrued interest and finally from the principal amount and current interest.

4. The User may, without being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of payment. The user may refuse full repayment of the principal sum if the outstanding and ongoing interest and collection costs are not also paid.

5. Objections to the amount of an invoice do not suspend the payment obligation.

6. If the Other Party is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs owed.

Article 7 Retention of title

1. All goods delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with the User.

2. Items supplied by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or encumber in any other way the items falling under the retention of title.

3. The Other Party must always do everything that can reasonably be expected of it to safeguard the User’s ownership rights.

4. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Other Party is obliged to immediately inform the User of this.

5. The Other Party undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the User for inspection upon first request. In the event of any insurance payment, the User is entitled to these payments. To the extent necessary, the Other Party undertakes in advance to the User to cooperate in everything that may (prove to) be necessary or desirable in that context.

6. In the event that the User wishes to exercise his ownership rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User’s property is located and those items to take back.

7. Down payment on the sales price to between Borniakovens Nederland for goods not yet delivered will expire upon unilateral termination of the agreement by the other party and will not be reclaimed by this party as undue payment.

Article 8 Guarantees, research and complaints

1. The goods to be delivered by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify whether it is suitable for use there and whether it meets the conditions set. In that case, the User may impose other warranty and other conditions with regard to the goods to be delivered or work to be carried out.

2. The warranty referred to in paragraph 1 of this article applies for a period of 2 years after delivery, as stated per product group. Excluded are parts and damaged parts based on improper and/or non-industry related use. Repair and service work in the Netherlands and Belgium (other countries excluded) are covered by a 12-month warranty unless stated otherwise. Liability for consequential damage is excluded. If the warranty provided by the User concerns an item that was produced by a third party, the warranty is limited to that provided by the manufacturer of the item,

GENERAL CONDITIONS FOR DELIVERY OF Borniak ovens in the Netherlands

unless otherwise stated. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.

3. Any form of warranty will lapse if a defect has arisen as a result of or arises from improper or improper use thereof or, incorrect storage thereof by the Other Party and/or by third parties when, without the written permission of the User, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the User has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.

4. The Other Party is obliged to inspect the delivered goods immediately when the goods are made available to him or the relevant work has been carried out. The Other Party must investigate whether the quality and/or quantity of the delivered goods corresponds to what was agreed and meets the requirements that the parties have agreed in this regard. Any damage must be noted on the packing slip and must be signed by the carrier. Any defects must be reported in writing to the User within 10 days immediately after discovery. The Other Party must give the User the opportunity to investigate a complaint or have it investigated.

5. If the Other Party complains in time, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the goods otherwise ordered, unless they have no independent value.

6. If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation, unless a longer period arises from the nature of the item or the other circumstances of the case.

7. If it has been established that an item is defective and a complaint has been made in this regard in a timely manner, the User will return the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Other Party, at its option. of the User, replace it or arrange for its repair or pay replacement compensation for it to the Other Party. In the event of replacement, the Other Party is obliged to accept the replaced item

to return the User and provide ownership thereof to the User, unless the User indicates otherwise.

8. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, incurred by the User will be fully borne by the Other Party.

9. The other party is expected to adequately package or have packaged, protected and insured fragile goods that are offered for replacement or repair to the User or his supplier, and in the event of damage, no replacement is due between Borniakovens Nederland.

Article 9 Transport and installation

1. Transport of the goods takes place up to the threshold where a pallet truck can reach, unless otherwise agreed in writing. The Other Party must at all times inform the User of any expected problem situations during transportation.

Any installation work to be carried out and vertical movement are not covered by the quotation offered by Borniakovens Nederland.

Article 10 Liability

1. If the User is liable, this liability is limited to what is regulated in this provision.

2. The User is not liable for damage of any nature whatsoever caused by improper use of the delivered goods or because the User has relied on incorrect and/or incomplete data provided by or on behalf of the Other Party, or defects in the manufacturer’s materials. or supplier.

3.User is only liable for direct damage. 4. Direct damage is exclusively understood to mean:
– the reasonable costs to determine the cause and the

extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;

any reasonable costs incurred to ensure that the User’s defective performance complies with the agreement, insofar as these can be attributed to the User; reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

5. The user is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business or other stagnation. In case of

GENERAL CONDITIONS FOR DELIVERY OF Borniak ovens in the Netherlands

consumer purchase, this limitation does not extend further than

that which is permitted pursuant to Article 7:24 paragraph 2 of the Dutch Civil Code. 6. If the User is liable for any damage, the User’s liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the

liability concerns.
7.The User’s liability is in any case:

always limited to the amount of his benefit

insurer where applicable.
8.The limitations of the

liability does not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

9.Borniakovens Nederland is not liable to the customer and sub-customers for all indirect or immediate damage and costs caused or in connection with orders by third parties to customers that have been manufactured or used for execution with goods or services from or via Mojo ceramics

Article 11 Limitation period

1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved by the User in the execution of an agreement is one year.

2.The provisions of paragraph 1 do not apply to legal claims and defenses that are based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defenses expire two years after the Other Party has notified the User of such non-conformity.

Article 12 Transfer of risk

1. The risk of loss, damage or depreciation passes to the Other Party at the time when items are brought under the control of the Other Party.

Article 13 Indemnity

1. The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than the User.

2. If the User is sued by third parties for this reason, the Other Party is obliged to assist the User both in and out of court and to immediately do everything that can be expected of him in that case. If the Other Party fails to take adequate measures, the User is entitled to do so himself, without notice of default. All costs and damage incurred by the User and third parties as a result are entirely at the expense and risk of the Other Party.

Article 14 Intellectual property

1.User reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information of the Other Party is made known to third parties.

Article 15 Applicable law and disputes

1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

2.Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 16 Conditions

1. The Dutch text of the general terms and conditions always determines their interpretation.