Terms of sale

The following conditions of sale will apply to contracts (defined below) between Al Metal B.V. and Al Metal Lda (hereinafter "the company") and the person who accepts the budget of the company for the sale of products (defined below) or those whose order has been accepted by the company (hereinafter "the buyer") , and will cancel any term or condition stipulated, incorporated or referred to the order or any negotiation carried out unilaterally by the buyer, unless the same has been expressly accepted in writing by the director of the company. The establishment of an order by the buyer will be conclusive proof of its acceptance of the budget made by the company and of the terms and conditions of sale established herein. Under these conditions, the term "contract" refers to the contract for the sale of goods, meaning the goods (including installation as well as the parts thereof) that the company undertakes to deliver based on these conditions.

1. Acceptance of quotes and orders
a. No order will be binding on the company unless and until it has received it in writing. The company is not obliged to accept any request to change the specifications once the order has been accepted, striving, however, and subject to prior written agreement regarding changes in price or delivery date, to comply with any reasonable request by the buyer regarding such changes.
b. The buyer may, by means of a written request, request that a superficial inspection of the same or an inspection with proof of the goods be carried out, before the order has been dispatched and before leaving the company premises, which shall be be carried out at said facilities. The buyer requesting said inspection must specify the nature of the tests to which the goods will be subjected, the inspection being limited to the performance of said tests. The expenses of said inspection must be agreed at the time of booking the order. If not, these expenses will be borne by the buyer, together with a bonus in favor of the company.
c. The buyer has the obligation to indemnify the company for any loss, damage, penalties, expenses or any other liability that the company may incur as a result of carrying out any activity aimed at complying with the buyer's specifications that entail an infringement. of or may cause a claim for infringement of a patent, registered design, copyright or any other industrial or intellectual property right related to a third party. It will be the responsibility of the buyer to obtain the licenses or consents necessary to allow the company to manufacture and / or sell the goods.
d. None of the buyer's terms or conditions will apply to the contract, unless they have been approved in writing by the director of the company. No modification of these terms and conditions will be binding on the company, unless they have been approved by the director of the company.
e. Any advice or recommendation given by the company or its employees or agents to the buyer or employees or agents regarding the storage, application or use of the goods that is not confirmed in writing by the director of the company, is followed or carried out, on his own and full responsibility, by the buyer and, consequently, the company is not responsible for such advice or recommendations that have not been confirmed in writing.
f. Any typographical, administrative or any other type of error, regarding the stipulations and conditions of sale, orders, price list, acceptance of the offer, invoice or other document or information, issued by the company, will be subject to correction without any liability. by the same.

2. Price and payment.
a. The price to pay for the goods will be that established in the budget, provided that the order is placed within thirty days of delivery. Shipping costs, insurance or certification charges will be added to the price of the goods, as well as any value added tax and any other tax or surcharge related to the manufacture, transport, export, sale or shipment of the goods (either with initial charge to buyer or company). The price includes standard packaging, but if stipulated in the contract or requested by the buyer, other packaging methods will be available, the additional cost of which will be borne by the buyer. Unless expressly provided otherwise in the contract, shipping and certification tests will be charged by the company and paid by the buyer.
b. Subject to credit approval, bills must be paid within 14 days of shipment, otherwise payment of the full stipulated price must be received by the company prior to delivery of the goods. In the case of recurring deliveries, each order will be invoiced based on the shipment and the invoices will be treated as separate accounts and will be paid based on them. In the event that the buyer defaults on any of the merchandise, shipment or installation or when the company has reasonable or good faith doubts about the buyer's solvency, the company reserves the right to suspend shipments and continue with said order or any other from the buyer, without prejudice to any other right that the company may have.
c. Without prejudice to any other right that the company may have regarding them, the company reserves the right to charge and collect interest on payments due from the date that said due date occurred until the moment the payment is received. , at an interest rate not less than 3% above the current interest rate of the company's bank. Said interest will be paid before and after any lawsuit.
d. The company reserves the absolute right to offset, at its option, the debts incurred under a buyer's contract with the company with the debts that the company has with the buyer related to any contract between the parties.
e. The price does not include any applicable value added tax.

3. Domain reservation
a. The risk related to the merchandise will pass to the buyer when it is shipped or collected by the buyer or his agent.
b. Without prejudice to the delivery and transfer of the risk of the goods, or any other provision relating to these conditions, the ownership of the goods will not be transferred to the buyer until the company has received, in cash or in compensated payments, the total price of the merchandise as well as the rest of the goods agreed for sale between the company and the buyer, for which payment will be due.
c. Until the moment in which ownership of the goods is transferred to the buyer, the buyer has the obligation to keep the goods as trustee and depositary of the company, and will keep the goods separate from those belonging to the buyer and a third party and duly stored, protected, insured and identified as property of the company, lacking the possibility and / or right of reselling them as well as the use of the goods in the normal development of their business.
d. Until the moment in which the goods are transmitted to the buyer (and provided that the goods continue to exist and have not been resold), the company has the right to demand from the buyer, at any time, the delivery of the same and for the case If the buyer does not comply with this condition, the company reserves the right to enter, immediately, the premises of the buyer or a third party where the goods are stored in order to retrieve them.
e. The buyer does not have the right to create real rights of pledge or guarantee on the goods that remain the property of the company, but in the case of doing so, the amounts owed by the buyer to the company (without prejudice to the right of appeal that it owns), will become firm and enforceable. F. Nothing in this clause may in any case limit or modify the buyer's payment obligation, nor may it be interpreted in whole or in part as a charge that can be registered in accordance with article 395 of the “Companies Act 1985”.

4. Force majeure
a. The responsibility of the company will not arise against the buyer or it will be considered as a breach of the contract of the obligations of the same by any nature, even when the buyer considers it, as a result of a delay, shipment or failure in the development of activities of the business of the company, as well as of any other obligation of the same, when the delay or failure is due to any cause beyond the reasonable control of the company. Without prejudice to the generality of the foregoing, the following will be considered causes beyond the reasonable control of the company: force majeure, explosions, floods, storms, fires or accidents, situations of war (declared or not) or threat of war, sabotage, insurrections, civil disturbances or acts of requisition; acts, restrictions, regulations, local regulations, prohibitions or measures of any kind adopted by any governmental, parliamentary or local authority, embargoes or regulations relating to the import or export, strike, lockouts or any other type of industrial action or dispute or of any other nature (related to the employees of the company or of a third party), difficulty in obtaining raw materials, labor, fuel, parts or machinery, power failure or machinery breakdown.

5. Deliveries
a. The company will make every effort to meet the specified delivery deadline, but unless expressly agreed in writing, the company will not be liable, whatever the reason, for late delivery. Time will not be an essential part of the contract.
b. The company may make deliveries in one or more terms, and each of them will be understood to be made under the validity of a separate contract. Any breach of the company in the delivery of any of the deadlines, will not imply a right of the buyer to reject the order in its entirety or part of it, as well as future deliveries.
c. If the buyer incurs in a breach of the acquisition or payment of any of the installments, the company will be exempt from any obligation to make any subsequent delivery, without prejudice to the rights derived from damages or non-compliance.
d. The company reserves the right to supply ten percent above or below the agreed amount. The price to be paid by the buyer will be adjusted according to the quantity actually delivered.

6. Warranty and liability
a. Subject to the conditions established below, the company specifies that the goods correspond to what is established in the order and that they are free from material or manufacturing defects for a period of three months from the delivery date. In the event of breach of this warranty, the company undertakes, at its option, to repair or replace the defective products or to refund the price for an amount not exceeding the invoice price of the product.
b. The guarantee specified above is granted by the company under the following conditions: a. The company is not responsible for any defect in the goods derived from any drawing, design or specification supplied by the buyer. b. The company must be given a reasonable opportunity to inspect the goods or, at the option of the company, the alleged defective goods must be returned at the risk and at the expense of the buyer, immediately after discovering the alleged defect.
c. The company is not responsible for defects arising from natural wear and tear derived from normal use, intentional damage, negligence, abnormal working conditions, failure to comply with the instructions given by the company, misuse or alteration or approval of the goods without due prior written consent by the company.
d. The aforementioned guarantee does not extend to parts, materials or equipment not manufactured by the company, with respect to which the buyer will only be authorized to receive the benefit derived from the guarantee that the manufacturer grants to the company with respect to them. This obligation will only apply to the extent that the company can enforce the guarantee or to the extent that the benefit of it can be transferred to the buyer, provided that the buyer compensates the company for costs, expenses or other liabilities that the company incurs when asserting it.
c. Nothing in the warranty or in this contract is intended to, or limit or exclude the liability of the company derived from death or personal injury resulting from the acts of the same or the negligence of its employees, agents or subcontractors; or exclude or limit the liability of the company for the breach of any implicit statutory commitment relating to title, peaceful possession or freedom from encumbrances relating to the goods or exclude or limit the liability of the company relating to fraudulent misrepresentation.
d. Subject to what is expressly established in these conditions, all the guarantees, terms and commitments, expressly or tacitly, established by statute or in any other way regarding the goods and the provision of any service related to them, are excluded in the maximum extension allowed by law.
e. No exclusion or limitation of the liability of the company shall apply when the goods are sold to a person who negotiates as a consumer (understood as such the definition established in the "Unfair contract terms Act 1977") and when the goods are sold in transactions of consumption of consumers and users ("Restrictions on Statements, Order 1976") the statutory rights of the buyer are not affected by these conditions.
f. The company accepts liability for damages caused to the buyer's property as a result of the negligence of the company or its employees, agents and subcontractors provided that the company's liability to the buyer for any claim does not exceed the value of the invoice for the supplier's goods.
g. Except for claims made against the company under the provisions of section 6 f), under no circumstances, whatever their origin or cause, the aggregate liability of the company with respect to the buyer under or in relation to the contract related to any claim or demand may exceed the total price invoiced by the company to the buyer for the goods. h. Subject to the provisions of clauses 6 c., E. and f. without prejudice to any other provision of these conditions or of the content of the contract, under any circumstances, whatever its origin (and if it results from the breach of contractual obligations, legal obligations or as a result of a representation (except in the case of of fraudulence in the same) or as a result of any tortuous statement or omission (including negligence derived from or in relation to the contract), the liability of the company will arise against the buyer for any loss of the contract, loss of profits, loss of fund of trade, economic loss or any essential, indirect or consequential loss of any nature (including damages suffered by the buyer as a result of the action taken by a third party) even if said loss was reasonably foreseeable or when the company had been advised of any possibility of that the buyer would have incurred in it. i. Except for the assumption that the company was the carrier, the company does not accept any responsibility for loss, damage or deterioration of the goods during transit, and claims for such loss or damage will be made to the carrier within the period specified in the terms and conditions. business conditions agreed with the carrier or the company, with a sufficient time margin for the company, subject to receipt by the buyer of compensation for carrying out the activity; including all costs and expenses that may be incurred in its development, to make a claim against the carriers on behalf of the buyer.

7. Cancellation
The buyer may not cancel the order for any reason without a prior written consent issued by the company, and in the event that such an agreement is made, the buyer must compensate the company for losses , damages, charges, costs, expenses (direct and indirect) incurred as a result of said cancellation on the basis of a full compensation that includes the lost profits of the company.

8. Jurisdiction
This contract shall be governed by and construed in accordance with Dutch law and the company and the buyer hereby submit to the non-exclusive jurisdiction of the Dutch courts in the 's-Hertogenbosch ” for the purpose of determining and resolving disputes that may arise in relation to the contract, orders or these conditions of sale.

Chamber of Commerce ‘s-Hertogenbosch no. 16056609