TERMS OF SALE: Holland Tools BV (here after: HT)
ESTABLISHED: van Heekstraat 7 3125 BN Schiedam REGISTERED: KVK Rotterdam 24364400

1. General
1.1 These terms and conditions apply to all agreements in which HT is the vendor.
1.2 HT explicitly rejects the applicability of other general (purchasing) conditions.
1.3 If any of the definitions in this terms and condition would be annulled or void, the remaining definitions will nevertheless remain in force. In case of an annulled or ineffectual condition in this terms and condition, this clause is converted to a valid condition with the same purpose and effect as the original condition.
1.4 "Buyer" shall mean any legal entity that comes in contact with HT, and/or any legal entity closes agreement (s) (of contract, purchase or otherwise) with HT, and/or any legal entity that wishes to purchase or buy from HT one or multiple products, and/or any legal entity to whom HT has made delivery based upon retention.

2. Offers and prices
2.1 Offers of HT are free and remain valid for 30 days unless stated otherwise by HT. 2.2 Prices in brochures /catalogue or available on the website of HT are always subject to change.
2.3 All prices are excluding VAT and transport costs, unless stated otherwise.
2.4 HT has the right to charge the Buyer increased gross prices in case additional costs occur due to change in prices by suppliers or other cost-increasing factors (such as, but not limited to, customs duties, foreign exchange, tax, etc.).
2.5 HT is not liable for any typographical errors.

3. Delivery
3.1 Delivery times are stated for reference purpose only. Only if HT has explicitly and in writing committed to a certain delivery time and HT fails to deliver after HT received a written reminder within a period of one week, then HT assumes responsibility for the consequences of the delay, although considerations of paragraph 9 remain applicable.
3.2 All deliveries are made from the warehouse (Incoterms 2013: ex works), unless otherwise agreed.
3.3 If HT is responsible for the transportation of the purchased goods to the agreed upon place of delivery, the following applies:
a. As a general rule, purchased goods will be delivered at the place where the Buyer's business is located and during normal working hours;
b. Defects and/or damage due to transit must be immediately notified to the transport operator upon delivery by the Buyer;
c. HT has fulfilled its obligation to deliver the purchased goods by offering the goods to the Buyer once;
d. The responsibility of the goods passes to the Buyer at the moment the goods have been unloaded.
3.4 The Buyer is required to check the goods upon delivery.

4. Force Majeure
4.1 HT is entitled to terminate the agreement with the Buyer and/or suspend its fulfillments in an Event of Force Majeure.
4.2 The Event of Force Majeure in this terms and conditions means an event beyond the control of HT, which prevents HT from complying with any of its obligations under this term and condition. This includes, but is not limited to, the event that a third parties, suppliers, and/or subcontractors fail to timely deliver goods to HT, unless the Buyer can indisputably demonstrate that HT had greatly attributed to the failure.

5. Retention
5.1 Goods intended to be purchased by the Buyer shall remain vested in HT and shall not pass to the Buyer until all outstanding invoices to HT have been settled, and/or the Buyer has fulfilled its present and future obligation under article 92 Book 3 of the New B.W of Dutch law.
5.2 In case the Buyer fails to fulfill its obligation to HT and/or the Buyer is in financial distress and/or the Buyer is deemed by HT to be unable to fulfill the outstanding invoices, HT shall have the authority to retake all and/or any part of the vested goods from the Buyer. The Buyer shall inform the bailiff and/or the insolvency practitioner in case of the bankruptcy of the Buyer that the goods at the Buyers are vested in HT.
5.3 The Buyer shall neither sell nor deliver the goods to a third party unless the goods have passed on to the Buyer under clause 5.1.
5.4 The Buyer shall provide all assistance at any time for HT to retake the goods, including but not limited to access to the premises and buildings of the Buyer. Such proceedings do not affect the right of compensation for the damage incurred by HT.

6. Payments
6.1 All payments must be made within 30 days after the invoice date, unless indicated otherwise.
6.2 The Buyer shall carefully verify the invoice. The invoice shall be deemed approved by the Buyer after four weeks counted from the invoice date.
6.3 The Buyer shall not settle the purchase with any of the obligations related to HT.
6.4 In case of violation of the terms of payment, the Buyer shall pay the Dutch statutory interest rate on the invoice amount as late payment penalty.
6.5 In case of call-off orders, HT is entitled to require an advance of the Buyer, or HT can charge 70% of the invoice amount in advance.
6.6 The Buyer shall compensate HT for all internal and external costs made to seize the invoice amount. These costs amount to at least 15% of the invoice amount with a minimum of € 150, excluding VAT.
6.7 The Buyer shall offer certainty of payment to HT in the manner and at the time that HT demands.
6.8 Failure to pay any outstanding invoice of HT on its due date, renders all other invoices immediately claimable by HT.

7. Complaints
7.1 In case the Buyer deems that the delivered goods are not conform the contract, the Buyer shall report this to HT in writing within 8 days after the day of delivery.
Defects of which the Buyer can prove that those could not be detected within 8 days after the day of delivery, should be reported to HT in writing within 8 after those defects could have reasonably been discovered.
7.2 After this period has been passed, all rights of the Buyer are revoked.
7.3 Only after written consent of HT, the Buyer shall be entitled to return the goods to which the buyer had filed his complaint. The Buyer shall return these goods by either sending it post-stamped to HT, or handing the goods over to an HT designated driver with a return slip.
7.4 Complaints do not suspend any payment of the Buyer.

8. Warranty
8.1 HT only provides warranty if suppliers of HT provide warranty. In case of warranty, HT only provides warranty to the extent as given by the supplier.
8.2 In the event that the Buyer claims warranty, subsection 7.1 shall apply and the expiration term of subsection 7.2 shall apply.
8.3 The Buyer shall have no right to warranty if payments of the Buyer are due to HT and/or the Buyer alters the goods himself or commissions others to alter the goods. HT shall file a warranty request on behalf the Buyer at the supplier and report the Buyer after the supplier has announced the decision on the warrant request. HT shall either first credit the invoice amount to the Buyer or supply the Buyer with the replaced goods as soon as the supplier has provided the warranty to HT, unless the Buyer can show that HT was negligent in requesting the supplier warranty.

9. Liability
9.1 The liability of HT is in all cases limited to the warrant as defined in section 8.
9.2 Any other liability for compensation of damages is always limited to the invoice amount of the goods to which the liability relates.
9.3 All claims for damages expire one year after the day on which the delivered goods, to which the claim relates, are invoiced.
9.4 The Buyer shall indemnify HT for all third-party guarantee and/or compensation.
9.5 This liability does not apply if and insofar as it conflicts with Dutch regulatory.

10. Opinions and drawings
10.1 Advice is given by HT using the highest standards of conduct and integrity. Advice is an extra service of HT as a wholesale business. Any liability such as but not limited to content, accuracy, and/or completeness is exempted.
10.2 Drawings, diagrams and images provided by HT are for illustration purposes only and remain property of HT. It is forbidden to copy these, except for internal use or to be disclosed to third parties. HT is not liable for any errors and/or deviations in the images, drawings, diagrams, and information concerning dimensions, capacities, etc., appearing in brochures, offers, website, order confirmations and invoices.

11. Packaging, pallets, reels
11.1 Packaging, pallets, reels, etc. remain property of HT at all times.
11.2 The Buyer shall return the undamaged packaging of the delivered goods defined under subsection 11.1 Within 30 days after the day of delivery to HT. In case the Buyer fails to return the packaging and/or returns damaged packaging, the Buyer shall compensate HT the incurred costs.

12. Dissolution
12.1 HT shall terminate the agreement with the Buyer without any special notice in the event of either the Buyer fails to fulfill any of its obligations to HT, and/or the Buyer is bankrupt, and/or applies for suspension of payments, and/or any of the Buyers goods are seized.
12.2 After termination, including on the grounds of 12.1, HT shall return the delivered goods even if it requires dismantling of the goods, and the Buyer shall fully cooperate. HT is entitled to full compensation of damages.

13. Translation of terms and conditions
13.1 The Dutch terms and condition will prevail at all times.

14. Disputes and applicable law
14.1 The purchase agreement between HT and the Buyer and the General Terms and Conditions are exclusively governed by Dutch law.
14.2 Only the Dutch court in Rotterdam is competent to settle disputes arising from the purchase agreement and/or the General Terms and Conditions. The General Terms and Conditions have been filed with the Chamber of Commerce in Rotterdam.