General terms and conditions

These are the general terms and conditions of Dutch Roof Design BV, a private limited company established in Warder and registered in the Chamber of Commerce under number 80209580.

1. DEFINITIONS

The capitalized terms in these terms and conditions have the following meaning:

(a) 'Customer': any natural person or legal entity with whom DRD enters into an Agreement or with whom DRD is negotiating the conclusion of an Agreement;

(b) 'Agreement': any agreement concluded between DRD and the Purchaser, any amendment or supplement thereto, all (legal) acts in execution of that agreement and, in retrospect, all (legal) acts required for entering into that agreement;

(c) 'Terms and Conditions: these general terms and conditions.

(d) 'General assembly drawings': the drawings made by DRD and provided to the Purchaser before production commences.

(e) 'Goods': the goods that are the subject of an Agreement

(f) 'Operation and maintenance manuals': operating and maintenance manuals supplied by DRD to the Purchaser together with the Goods.

(g) 'Order': the order for the Goods or Services as accepted by DRD.

(h) 'Quote': the quotation for the Goods or Services provided by DRD to the Purchaser.

(i) 'DRD': Dutch Roof Design.

(j) 'Services': the services that are the subject of an Agreement

2. THESE GENERAL TERMS AND CONDITIONS

2.1. These General Terms and Conditions apply to all Agreements, Quotations, and Orders and to any obligation that may arise between the Purchaser and DRD.

2.2. Deviations from these General Terms and Conditions are only valid if recorded in writing by DRD. The applicability of any purchasing or other terms and conditions of the Client is expressly excluded. If DRD permits a deviation from these General Terms and Conditions in practice or does not always require strict compliance with them, this does not mean that the relevant provisions of these General Terms and Conditions do not apply, or that DRD waives its right to demand compliance with these General Terms and Conditions.

2.3 DRD is entitled to amend these Terms and Conditions from time to time, after which they will apply to all subsequent Agreements concluded between DRD and the Purchaser.

3. FORMATION OF AGREEMENTS

3.1. A Quotation, offer or price quote does not bind DRD and only serves as an invitation to the Purchaser to place an Order.

3.2. An Agreement will only be concluded if and to the extent that DRD confirms to the Purchaser in writing or by email that it accepts an Order or if DRD executes an Order.

4. GOODS, SPECIFICATION AND USE

4.1. If the Agreement stipulates that DRD manufactures and supplies Goods or provides Services in accordance with the Purchaser's specifications, the Purchaser shall be solely responsible for providing DRD with sufficient, complete, and accurate information and drawings necessary for the performance of the Agreement. DRD shall not be liable for defects in the Goods or errors in the provision of Services resulting from the Purchaser's failure to provide or insufficient provision of the relevant information and/or drawings. DRD shall be entitled at any time, without notice, to make changes to dimensions, materials, and design that it deems reasonable or desirable without adversely affecting the nature of the Goods and Services. The Purchaser shall have no claims against DRD in respect of such changes.

4.2. The Purchaser shall be solely responsible for ensuring that its building can bear all loads imposed by the Goods and the results of the Services.

4.3. DRD shall not be responsible or liable in any way for (inaccuracies in) any descriptions, specifications, weights or dimensions, or other matters relating to the Goods contained in any material, including, but not limited to, shipping specifications, drawings, price lists, catalogues, trade publications, and advertising materials, other than the Agreement itself.

4.4. DRD reserves the right to make changes to the type, specification, size, color, or any other changes to the Goods or Services after the Order has been placed. The Purchaser acknowledges that, once the specifications have been received by DRD and production of the Goods has begun, changes to the Goods may require changes in materials and design at an additional cost to the Purchaser.

4.5. The Goods are designed and manufactured on the basis that the dimensions provided by the Purchaser are the total external dimensions of the upstand.

4.6. Unless otherwise agreed in writing, all Goods and Services supplied by DRD are supplied on the assumption that they are not required for any particular purpose other than the usual purpose for which the Goods and Services are supplied, and the Purchaser warrants that it is fully aware of the nature and characteristics of the Goods and Services and all risks associated with them.

4.7. The Goods are supplied on the condition that they are used in normal conditions suitable for those Goods and that they are properly maintained and used and maintained in accordance with the provisions of the Operating and Maintenance Manual supplied by DRD to the Purchaser.

4.8. A standard copy of the Operation and Maintenance Manual will be delivered to the Customer digitally.

5. PRICE, DELIVERY, INSTALLATION AND RISK

5.1. All prices are exclusive of VAT or similar taxes, levies, or duties, which will be calculated at the rate applicable on the invoice date.

5.2. All prices are stated on the condition that all Goods and/or Services listed in the Quotation are actually purchased by the Purchaser. DRD reserves the right to adjust prices previously quoted to the Purchaser in the event of an obvious error or typographical error.

5.3. DRD may charge the Purchaser additional costs (and the Purchaser will be notified of such costs) if such costs are necessary to ensure timely delivery of the Goods and/or Services. Upon receipt of such notice, the Purchaser shall be entitled to cancel the Order, provided that notice of cancellation is received by DRD within five days of the Purchaser's receipt of the notice. If the Order is thus cancelled by the Purchaser, the Purchaser shall, however, pay DRD for any work already performed by DRD.

5.4. This agreement does not fall within the scope of Article 6:230o of the Dutch Civil Code, because the purchase of Goods manufactured according to specific descriptions, weights, and dimensions falls under the exception described in Article 6:230p(f) of the Dutch Civil Code. Therefore, the Purchaser does not have the right to cancel this Agreement within 14 days of signing it.

5.5. The risk in the Goods shall pass to the Purchaser upon arrival of the Goods at the Purchaser's address or at the address of a third party specified in advance by the Purchaser.

5.6. Unless the Purchaser and DRD have agreed in writing that DRD is responsible for applying for and obtaining permits and licences from the relevant authorities for the supply and installation of the Goods, this responsibility shall lie solely with the Purchaser.

5.7. DRD reserves the right to charge the Purchaser for storage costs for all or part of the Goods if the Purchaser wishes the delivery of the Goods to be delayed at the time of dispatch.

5.8. If, after dispatch, the Purchaser is unable for any reason to accept delivery of the Goods, or if the Purchaser, if the Purchaser collects the Goods, fails to collect them, DRD may store the Goods until actual delivery, and the Purchaser shall pay DRD the costs of such storage, as well as any additional handling and transportation costs, without prejudice to any other rights DRD may have in this regard. It is the Purchaser's sole responsibility to ensure that the Goods can be delivered and unloaded at the agreed location, and the Purchaser shall be solely liable for any (additional) costs associated with this. If the Purchaser is not present to take delivery of the Goods at the agreed time, DRD shall be entitled not to deliver the Goods, shall not be liable for the resulting delayed delivery, and shall be entitled to charge the Purchaser for any additional costs of re-delivery. The Purchaser is also liable for any storage costs that DRD may incur if the Goods cannot be delivered at the agreed time.

5.9. DRD is entitled to charge the Purchaser additional costs if a new visit or re-rental of equipment is required at a later date to complete the installation of Goods.

5.10. DRD reserves the right to charge the Purchaser a fee of €560 per person per visit plus reasonable travel expenses per person per visit for each visit not carried out, aborted or cancelled in circumstances where the Purchaser or a third party is responsible for DRD's representative(s) having to leave the work site without completing the installation.

5.11. If the Purchaser and DRD have agreed that the Purchaser will collect the Goods or have them collected at DRD's premises, the risk of the Goods will pass to the Purchaser upon receipt of the Goods by the Purchaser.

5.12. If installation by DRD personnel is required for the sale, the Purchaser is responsible for the health and safety of these personnel while they are at the Purchaser's location. DRD personnel will conduct a local risk assessment and reserve the right to suspend work if unacceptable risks are identified. Weather conditions, strong winds, heavy rainfall, or frost are factors that contribute to unacceptable risks when working at height.

6. TIME AND DATE OF DELIVERY

Delivery times stated by DRD are estimates only and DRD shall not be liable for delays in delivery or failure to deliver if this is caused by a lack of instructions from the Purchaser.

7. DAMAGE AND/OR LOSS DURING TRANSPORT

7.1. Upon delivery, the Buyer is responsible for inspecting the Goods before signing for them. The Buyer is not entitled to refuse or return the Goods, or to object to the Goods if the Buyer has previously signed for them in acceptance.

7.2. DRD shall not be liable for any loss of or damage to the Goods during transit, unless the Goods are marked as damaged, and all complaints for damage to (or loss of) the Goods, or part thereof, during transit must be submitted in writing to the carrier and DRD no later than the business day following the delivery date. All complaints regarding the non-delivery of (parts of) an Order must be submitted in writing to the carrier and DRD within 24 hours of the delivery date. If the aforementioned complaints are not communicated within the relevant period, the Purchaser's rights and claims in this regard shall lapse.

8. DEFECTIVE GOODS

8.1. The Purchaser is obliged to inspect the Goods immediately upon delivery and to ensure that they are protected against damage until they are used.

8.2. The quality of glass supplied by DRD is inspected and deemed acceptable in accordance with the quality criteria of DRD's suppliers and DRD's own quality standard. Copies of these documents are available from DRD upon request.

9. RESERVATION OF PROPERTY

Ownership of the Goods will only pass to the Purchaser when all amounts that the Purchaser is obliged to pay to DRD, on whatever grounds, have been paid in full and without suspension or offset.

10. PAYMENT

10.1. All payments owed by the Purchaser to DRD must be made within the period stated on the invoice or, if no such period is stated, within 14 days of the invoice date.

10.2. If the Purchaser fails to pay any amount owed to DRD within the period specified in Article 10.1, they will be in default by operation of law. In that case, the Purchaser will owe statutory interest (if the Purchaser is a consumer) or statutory commercial interest plus 2% (if the Purchaser is not a consumer), as well as extrajudicial collection costs.

10.3. The Purchaser waives its right to suspend or offset payment obligations towards DRD.

10.4. Complaints regarding an invoice or part of an invoice must be notified in writing to DRD by the Purchaser within seven business days of the invoice date, otherwise the right to do so will lapse.

11. LIABILITY

11.1 DRD's liability towards the Purchaser is always limited to the amount paid out in the relevant case under DRD's liability insurance, plus the deductible that DRD is responsible for in the relevant case under the policy conditions of this insurance. The aforementioned insurance has coverage limitations, including with regard to the amount of damages and the number of claims per year. The Purchaser can be provided with access to the policy conditions upon request.

11.2 If no payment is made under the insurance referred to in Article 11.1, for whatever reason, DRD's liability shall be limited to a maximum of twice the invoice amount charged to the Purchaser in connection with the relevant Goods and/or Services and paid on time in the three months preceding the time at which the event giving rise to liability occurred, with a maximum liability of €20.000 (twenty thousand euros).

11.3 Purchaser shall indemnify DRD against all claims from third parties, of whatever nature, relating to an Agreement concluded between DRD and Purchaser or arising from the use of Goods or Services provided by DRD to Purchaser.

11.4 All rights of action, claims and other powers of Purchaser against DRD, whether on the grounds of a breach of an Agreement by DRD, or on the grounds of an unlawful act by DRD, or on any other grounds, shall lapse after a period of one (1) year has elapsed after the day on which Purchaser became aware or reasonably could have been aware of the existence of those rights, claims and powers.

12. SUSPENSION AND TERMINATION

DRD reserves the right to suspend or terminate an Agreement if the Purchaser fails to fulfill any obligation towards DRD, if the Purchaser's property is seized by execution, or if the Purchaser becomes bankrupt, is granted a moratorium, is subject to the Debt Restructuring (Natural Persons) Act, proceeds to liquidation (whether compulsory or voluntary) or dissolution, or if a receiver or administrator is appointed for all or part of the Purchaser's assets, or if DRD's bank or a reputable credit institution issues an adverse credit report on the Purchaser. Upon the occurrence of any of the aforementioned events, all payments owed by the Purchaser to DRD shall become immediately and fully due and payable, and DRD shall be entitled to claim damages from the Purchaser and the right to reclaim any Goods already delivered and to retain or sell them.

13. GENERAL

13.1. If DRD fails to exercise any right, power or remedy arising from these Terms, this shall not constitute a waiver of such right, power or remedy.

13.2. Amendments to these Terms or to an Agreement will only be valid if they are in writing and signed by authorized representatives of both parties.

13.3. The Purchaser may not transfer any rights and/or obligations arising from these Terms and Conditions or an Agreement without the prior written consent of DRD.

14. APPLICABLE LAW, JURISDICTION

14.1. The entire legal relationship between DRD and the Purchaser, including these Terms and Conditions, any Quotation, any Order, and any Agreement, shall be governed by Dutch law.

14.2 All disputes between DRD and Purchaser arising from – or related to – an Order, a Quotation, these Terms and Conditions or any Agreement shall be brought exclusively before the court of Amsterdam.

15. GUARANTEE

15.1 This agreement is subject to the product warranty terms and conditions. You will receive the DRD Product Warranty document as an attachment to your order confirmation.