Terms and Conditions of Sales of ALLPA B.V.

  1. Definitions
    1. Allpa:
      The company with limited liability Allpa B.V., established Kerkenbos 10-15 (6546 BB) Nijmegen.
    2. Customer:
      The person or company with whom Allpa agrees to establish a sales transaction.
    3. Products:
      The products about which Allpa and the customer come to a sales agreement, as well as related advice, in writing, that has been or will be given by Allpa to the customer.
  2. Applicability of the General Terms and Conditions
    1. These Terms and Conditions apply to all offers from and agreements with Allpa.
    2. Agreements and/or promises made orally and that deviate from the contents of these terms and conditions can bind Allpa solely if they are confirmed in writing by Allpa.
      Allpa explicitly rejects terms and conditions of the customer.

  3. Offers and agreements
    1. All quotations and offers made by Allpa are without engagement; orders made by customer are considered to be irrevocable.
    2. An agreement does not come to be, before Allpa confirms the order in writing and/or Allpa makes a start with the execution of the order.

  4. Prices
    1. All prices are ex warehouse / ex factory /ex works in EURO excluding of VAT and possible other levies from the government.
    2. The price customer must pay, is the price applying on the day of acceptance (ex paragraph 3.2) in conformity with catalogue and price-lists published by Allpa
    3. Prices in offers from and agreements with Allpa are based on circumstances during the formulation of the offer or agreement. Allpa always has the right to adapt prices in offers and agreements, if factors on which pricing is based (for instance, market pricing of Products, raw materials, transport, cost of personnel, insurances, currency rates, taxes and other Financial aspects) are being raised between the moment of offering or the closing of the agreement and the moment of delivery. If the price raise is more than 10% Buyer has the right to step back from the agreement.

  5. Delivery
    1. All delivery-times given by Allpa are mere indications and the cannot be considered to be fatal terms. Overdue delivery never gives buyer the right for compensation for damages or annulment of the contract or to be released from duties following from this agreement or any other agreement with Allpa. Neither has buyer these rights in case of Allpa supplying products deviating from the agreed upon products regarding packaging, volume/measurements, shape, color, weight or any other feature, assuming the usefulness of the products is not negatively influenced.
      Products can change or be improved resulting from technical developments.
    2. Delivery of the Products takes place ex-works/ ex-factory/ ex-warehouse, in conformity with the definition of the Incoterms, applying at the moment the agreement came to being. Allpa always has right to supply an order in parts.
    3. Allpa reserves the right, while postponing delivery and / or not making available Products, to ask Buyer for prepayment, in part or in full the sales-price, or to Allpa’s descretion demand from Buyer a bank guarantee for the sales-price in favor of Allpa.
    4. All pictures, graphs etc. published by Allpa in past, present and future publications like Product Catalogue, Web-site etc. are owned by Allpa and can be used by third parties only after explicit permission in writing by Allpa. Allpa and it’s Logo are registered trademarks.

  6. Duty to Purchase and Control Shipment; objections
    1. Buyer is obliged to accept the delivery of the purchased products at the moment of agreed upon delivery or at the moment Allpa chooses to deliver. The risk for damage or loss of the Products changes at that moment from Allpa to Buyer. If Allpa has to stock Product resulting from not-timely acceptance by buyer, last mentioned party will refund the cost of this to Allpa.
    2. Buyer is obliged to inspect the Products delivered by Allpa. Objections relating to visible deficiencies must be filed in writing within 5 (five) days after receipt. If the shipment is accompanied by a consignment note, the results of the inspection should be written down on the consignment note.
    3. Concerning invisible deficiencies a filing term of 5 (five) days also applies, meaning that his term starts at the moment buyer is aware of the deficiency, or should be aware of it. This term ends at the latest one month after delivery of the Products.
    4. If Buyer fails to file a complaint in accordance with the paragraphs above, all rights of buyer become void and Allpa is supposed to have met all her duties arising from the agreement.
    5. All products have a warranty-term as established by the relevant manufacturer of the Product. In order to be valid, all complaints must be, next to the contents of paragraphs above, filed using the guarantee-form available at Allpa does not have to start handling complaints before Buyer has met all his obligations towards her.
      Products deemed by Buyer to be deficient should be returned to Allpa at buyer’s cost. In such a way, that Allpa is able to judge the soundness of the complaints. Shipping Products back to Allpa cannot take place before Buyer has received an instruction in writing with a Return Authorisation Number from Allpa; Allpa will not handle shipments without Authorisation and/or shipments returned incorrectly for other reasons. Products returned incorrectly, will render any claim from Buyer void.
    6. Any claim from Buyer concerning guarantee, will be void in case the deficiency is wholly or partly the result or consequence of:
      1. information from the user-manual or installation-manual has not been observed by Buyer; Maintenance prescriptions have not been followed.
      2. deficiencies not to be caused by material or construction failures, but result from other causes like normal wear and tear, pollution on the inside or the outside, rust and damage caused by paint, transport, freezing, overheating, strain, and/or injudicious use;
      3. repair or any other handling of the Product by a third party without prior written consent from Allpa.
    7. If the Products supplied do not meet demands, in Allpa’s opinion, following from the agreement they will be – at Allpa’s discretion – be repaired or exchanged, or the sales price will be reduced to the level of a deficiënt Product in relation the total sales price.
    8. These general Terms and conditions also apply to replacement shipments. In case Allpa chooses to replace a Product, the replaced Products become her property.

  7. Payment
    1. All invoices will be paid by Buyer prior to or at the latest on delivery of the Products.
      If agreement has been made that Payment can take place according to terms stated on the invoice, these terms should be observed strictly. If there are no terms on the invoice, the invoice must be settled within 10 days after invoice date. Payment must always take place without settlement of Buyer’s invoices to Allpa, without discount or postponement for any reason whatsoever, and should be made by transferring the invoice amount to a bank account number of Allpa.
    2. Above mentioned payment terms apply unreservedly if minor parts of a shipment are missing, assuming the use of the Products is not prevented hereby.
    3. As long as Buyer has not paid all amounts due, also amounts resulting from former transactions, Allpa is not obliged to perform the agreed upon performances, whereas Allpa’s rights, among others claims for refund of damage and cost, are not affected and are maintained fully.
    4. In case of late- payment or non-payment of any amount due, Allpa is entitled to receive compensation for this delay: the legal business interest according to Paragraph 6:119a BW (the Dutch book of Civil Law), to be calculated from the day the invoice amount was due until the amount was transferred to a bank account of Allpa. Besides, in case of late or non-payment, Allpa is entitled to receive compensation of extra-judicial costs fixed at 15% the amount left unpaid by Buyer. Allpa remains entitled to receive the cost that really incurred.
      In case of bankruptcy, liquidation or suspension of payment, the obligations of buyer will be due immediately.
    5. Payments from Buyer firstly make up for cost, secondly will be booked as intrest, thirdly will be booked to reduce the original amount due. Regardless the instructions from Buyer.

  8. Vendor retains ownership of the goods pending full payment
    1. The Products Allpa supplied remain Allpa’s property until Buyer has met all obligations arising from the agreement.
    2. Obligations are among others:
      1. the actions done in return related to the Product/Products supplied, as well as obligations arising from the agreement itself;
      2. possible claims stemming from performances from such agreements not done by Buyer.
      3. All cost Allpa has incurred resulting from the shortfall of the performance by Buyer. These cost are fixed at 10% of the amount due not paid by Buyer. Allpa reserves the right to be entirely compensated for the cost made by her;
      4. All losses Allpa suffers from reselling losses, meaning the disadvantageous difference between the unpaid sales price by Buyer and the price at which Allpa usually sells the Products in question to a third party.
    3. As long as the ownership has not transferred from Vendor to Buyer, Buyer is not authorized until written consent from Allpa to do so, to let or handle the Products in such a way Allpa cannot execute her right of ownership until full payment. Reselling as part of Buyer’s usual business procedures is granted, as long as Allpa has not notified Buyer that she wants to execute her right of ownership retention. In cases Buyer supplies Products to his clients prior to their payment, Buyer is obliged to insist he remains owner of the Products in conformity with the text laid down in this paragraph.
    4. Buyer must mark the relative Products as being owned by Allpa. And to handle these Products with care.
    5. Buyer now authorizes Allpa irrevocably, for executing her right of ownership to enter the rooms of Buyer or used by Buyer to reclaim the supplied Products. Buyer is obliged to give full cooperation to this reclaim. If Buyer refuses to do so, the penalty is set to 15%of the unpaid amount per day.

  9. Responsibility and Safeguarding
    1. Every responsibility of Allpa is limited to the amount paid by the Insurance company to cover for Allpa’s responsibility, plus the amount of the own risk of Allpa. If, for any reason whatsoever no payment from the Insurance-company follows, Allpa’s responsibility is limited to the total invoice-amount related to Products supplied to the relative Buyer, 12 months prior to the moment the responsibility arose. With a maximum amount of EUR 100.000,- (one-hundred-thousand EURO).
      Allpa can never be held responsible for loss of turnover or income or decreased goodwill, or any other indirect damage.
    2. The limitations of responsibility described in the former paragraph do not apply in case Allpa is reckless or has been negligent.
    3. Buyer safeguards Allpa, her Staff and Other Persons hired to execute the agreement against claims from third parties related to or stemming from reselling and resupplying of Products. Buyer is obliged to insure himself and keep himself insured against possible claims.
    4. Every claim from Buyer against Allpa, except one acknowledged by Allpa, expires by the course of time after 12 months after the claim arose.

  10. Competent Judge / Appropriate Law
    1. Exclusively suitable to all offers from and agreements with Allpa is the Dutch Law.The Vienna Sales Convention is excluded.
    2. The Court in Arnhem, the Netherlands, is exclusively competent and authorized to be informed of all disputes and disagreements following from or related to agreements with Allpa.

  11. Final Definitions
    1. If one or more regulations or definitions of these terms and conditions appears to be not or not entirely legally valid, the rest of the regulations and terms will remain valid. Instead of the possible not valid regulation, a regulation will be placed that would have been in these terms if the original regulation had been abandoned on ground of being not valid.
    2. The Dutch text of these Terms and Conditions prevails over translations (This is a translation).

June 2012