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General Terms and Conditions of Sale and Delivery of Europel Office Products B.V., filed with the Chamber of Commerce in Tiel under nummer 1603.

1. General

1.1 All agreements entered into by Europel Office Products B.V., hereinafter referred to as "Europel", are subject to these terms and conditions. Deviations only apply if Europel has accepted this in writing.

1.2 The term "customer" includes all parties to agreements entered into with Europel. The term "goods" includes all goods to be delivered by Europel.

1.3 The terms and conditions of the buyer do not apply, unless expressly accepted by Europel in writing.

2. Offers

2.1 Offers from Europel are without obligation, unless otherwise agreed. The validity period is a maximum of 30 days.

2.2 An agreement is concluded if Europel has confirmed this in writing or by the actual delivery of the goods.

2.3 Europel reserves the right to remove or change goods and services from its program at any time, without prior notice.

2.4 All information, whether orally or in writing, must be regarded as informative and is therefore not binding.

2.5 Unless otherwise agreed in writing, the samples, drawings, dimensions, weights and other data only serve as an approximate description of Europel's products and any deviations, of whatever nature, can never be used by the customer to either deliver or refuse payment, or cancel the order or claim compensation.

3. Orders, goods on trial

3.1 Orders from buyers are binding, unless stated otherwise in writing.

3.2 Goods delivered on a trial basis and not returned undamaged within 7 days will be deemed to have been purchased.

4. Delivery conditions

4.1 Orders with a net invoice value from € 200.00 are delivered carriage paid. For orders below this amount, an amount of € 9.50 will be charged as a contribution towards the freight and administration costs. For Belgium and Luxembourg this is € 15.00. Orders below € 75.00 will not be delivered, except in exceptional cases to be determined by Europel and in the case of subsequent deliveries of goods on invoice. The costs for express or cash on delivery shipments are for the account of the customer.

4.2 Deliveries are always made "behind the first door", as well as on the ground floor.

4.3 The organization of the moving in of office furniture by Europel must be agreed in writing.

5. Prices and Payment

5.1 The prices are based on the cost price at the time of the conclusion of the agreement. Europel reserves the right to adjust the prices proportionally if direct or indirect costs change after the agreement.

5.2 Payment must be made within 30 days of the invoice date, unless otherwise agreed. In the event of non-payment or late payment, an interest of 1% per month will be owed without any reminder.

5.3 If a buyer refuses to take delivery of goods or if for any other reason no or late delivery takes place, Europel is entitled to claim full payment, including interest and costs.

5.4 Goods will be invoiced on the basis of the prices stated in the most recent price list.

6. Delivery time

Europel will make every effort to meet the stated delivery term, but cannot be held liable in the event of delay, whatever the cause may be.

7. Manco

Complaints about shortfall deliveries can only be handled if the defects are notified immediately after arrival of the goods by fax or telephone and on condition that a note is made on the transport document.

8. Risk

8.1 The full risk of the goods transfers to the buyer as soon as they are available to the buyer, which will be the case when they leave the premises of Europel.

8.2 The transport of the goods is always at the risk of the customer, even if Europel itself takes care of this.

9. Retention of title

The goods remain the property of Europel until full payment has been made of what is due to Europel. If the customer has not fully fulfilled his payment obligation, he must return the goods immediately after the first reminder. Europel is also entitled to take back the goods if circumstances arise that indicate the possibility that the goods will not be paid or not paid on time.

10. Warranty Statement and Liability

10.1 If the customer can reasonably demonstrate that the defects are caused by manufacturing errors, Europel is obliged to repair the defects, replace the goods or, if this is not possible, to refund the purchase price insofar as it has already been paid, without further obligation. No liability exists insofar as the defects or errors are caused by incorrect information from the customer or incorrect handling of the goods by the customer.

10.2 Europel has no other liability for whatever reason expressly stated in this article and any amount that must be reimbursed by it will never exceed the price calculated for the goods in respect of which the guarantee is invoked, excluding VAT.

10.3 Europel is not liable for damage of any kind that is not caused by manufacturing errors, including but not limited to those caused by accidents, misuse, delay in delivery, the environment and/or repairs not carried out on behalf of Europel.

10.4 The customer will indemnify Europel against liability towards third parties and hold Europel harmless insofar as Europel is obliged to pay any amount in this respect.

11. Force Majeure

Europel is not liable if for whatever reason the execution of the agreement is impossible, including but not limited to strikes, riots, fire, war, unavailability of materials or transport, government action and other events beyond the control of European.

12. Invalidity

If any provision of this contract is invalid or cannot be claimed in any jurisdiction, it shall be deemed not to be written. The parties will replace such a provision with an arrangement that approaches the intention of the parties as closely as possible.

13. Special creations

Special creations are always offered at a net price. Slight deviations in material and colour, as well as plus or minus tolerances on the quantity of a maximum of 10% are reserved. Costs that must be incurred in preparation of the special production, such as design, drawing, typesetting or film costs, are for the account of the customer.

14. Returns

14.1 Before goods can be returned, permission must be requested from the sales department of Europel.

14.2 Returns of goods, of which the delivery took place more than 30 days ago, cannot be accepted.

14.3 Special creations can only be returned if it is Europel's fault.

14.4 Damaged goods cannot be returned.

14.5 Returned products are only accepted in original, undamaged packaging.

14.6 Return shipments, which are the result of incorrect orders from the customer, will be credited after acceptance, with a deduction of 10% for costs incurred with a minimum of € 5.00 per case.

14.7 Return shipments travel at the expense of the customer, unless the error was caused by Europel.

15. Disputes

15.1 All disputes arising from or related to offers, deliveries and agreements concluded under these General Terms and Conditions of Sale and Delivery will be submitted exclusively to the competent court of the district of Arnhem.

15.2 All offers, deliveries, agreements and the like made under these General Terms and Conditions of Sale and Delivery are exclusively governed by Dutch law.

16. Validity

16.1 If one or more of the provisions of these General Terms and Conditions of Sale and Delivery are void, invalid or unenforceable, the other provisions will not be affected thereby. They remain in full force and effect.