General Terms and Conditions

1.1 These general terms and conditions of Cleanbuild B.V. apply to all offers, communications, advice from, and all agreements with Cleanbuild B.V. (hereinafter “Cleanbuild”). In particular, they apply to all agreements for the contracting of work and/or purchase and sale.

1.2 Any general terms and conditions used by the other party, however named, are explicitly rejected and do not apply to offers from Cleanbuild and agreements concluded with Cleanbuild.

1.3 Amendments to the agreement concluded between Cleanbuild and the other party and deviations from these general terms and conditions will only be effective if agreed upon in writing between Cleanbuild and the other party.

1.4 If one or more provisions of these general terms and conditions prove to be invalid or are declared null and void by a court, the remaining provisions will remain in full force. Cleanbuild and the other party will then consult with each other to agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and intent of the original provision will be taken into account as much as possible. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, or if a situation arises that is not covered by these general terms and conditions, the interpretation or the situation must be assessed in accordance with the spirit of these provisions.

2.1 All oral or written offers made by or on behalf of Cleanbuild are non-binding, unless expressly stated otherwise. If an offer is accepted by the other party, Cleanbuild has the right to revoke the offer within five business days of receipt of the acceptance.

2.2 If the acceptance (whether or not on minor points) deviates from the offer contained in the offer, Cleanbuild is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless Cleanbuild indicates otherwise.

2.3 The technical specifications used by Cleanbuild in an offer, including calculations, price lists, drawings, brochures, and other information, etc., are for informational purposes only and provide a general overview. They are not binding on Cleanbuild. Cleanbuild is not liable for any imperfections. Cleanbuild is not obligated to provide detailed information.

2.4 If Cleanbuild’s offer does not result in an agreement with the other party, all items and other documentation as referred to in the previous paragraph will be returned to Cleanbuild by the other party, carriage paid.

2.5 If the other party places an order with Cleanbuild by telephone, email, or fax, the content of the agreement will be fully evidenced by the order confirmation issued by Cleanbuild to the other party based on this order, unless the other party objects to this order confirmation immediately upon receipt.

3.1. Agreements between Cleanbuild and the other party are only concluded upon written acceptance by Cleanbuild. Cleanbuild’s written acceptance is deemed to accurately and completely reflect the agreement. Additional agreements and amendments, regardless of their nature or scope, are only binding if confirmed in writing by Cleanbuild.

3.2 For agreements for which, due to their nature and scope, no quotation and/or order confirmation is sent, the invoice is deemed to accurately and completely reflect the content of the agreement, unless a written complaint is received within three business days of receipt of the invoice.

3.3 Each agreement is entered into by Cleanbuild under the condition precedent that the other party is sufficiently creditworthy to fully fulfill the agreement. Cleanbuild is entitled to demand security from the other party that it will fulfill its obligations, both before concluding the agreement and during its execution, before performing its obligations.

3.4 Cleanbuild is authorized – if Cleanbuild deems this necessary – to properly execute the assignments given to Cleanbuild and after consultation with the other party, to engage third parties in the performance of the agreement. The costs of these third parties will be charged to the other party in accordance with the provided price quotes.

3.5 Designs, drawings, calculations, specifications, dimensions, constructions, working methods, installation instructions, technical descriptions, and other documents form part of the agreement if and insofar as they are referred to in the agreement.

4.1 The delivery or execution period specified by Cleanbuild is indicative and not a strict deadline. If the specified period is exceeded, the other party is not entitled to claim compensation for additional or replacement, direct or indirect damages, or to non-performance or suspension of any obligation arising from the agreement or any other agreement, or to terminate or dissolve the agreement.

4.2 The delivery or execution period commences after the agreement has been concluded, but not earlier than the date on which the other party receives written confirmation of the conclusion of the agreement from Cleanbuild, and not earlier than after all commercial and technical details have been agreed upon, all necessary data, final, approved drawings, etc., are in Cleanbuild’s possession, the agreed (instalment) payment has been received, and the necessary conditions for the execution of the agreement have been met.

4.3 If there are circumstances other than those known to Cleanbuild when the delivery term or implementation period was determined, Cleanbuild may extend the delivery term or implementation period by the time required to carry out the work under these circumstances.

4.4 If additional work is required, the delivery or execution period will be extended by the time required to supply the two materials and components and to perform the additional work. If the additional work cannot be accommodated in Cleanbuild’s schedule, the work will be carried out as soon as the schedule permits.

4.5 If Cleanbuild suspends its obligations, the delivery or execution period will be extended by the duration of the suspension.

4.6 In the event of force majeure as specified in Article XIV of these terms and conditions, or unworkable circumstances, the delivery or implementation period will be extended by the resulting delay. Unworkable circumstances are defined as all circumstances, including unworkable weather (such as precipitation, wind, or temperature conditions), which – in Cleanbuild’s sole discretion – either create an unsafe working environment or prevent or adversely affect the uninterrupted execution of the work.

4.7 Except in the case of intent or deliberate recklessness on the part of Cleanbuild, the other party cannot claim compensation and/or termination of the agreement if the delivery or implementation period is exceeded by up to 30 days, even after notice of default. If the delivery or implementation period is exceeded by more than 30 days, the other party must give Cleanbuild written notice of default and grant Cleanbuild a reasonable period for performance.

5.1 Unless otherwise agreed, delivery of goods will take place ex works/warehouse (EXW Ex Works, according to the latest version of the INCOTERMS) at Cleanbuild’s relevant business location. At that time, the risk for damage to and/or loss of goods passes to the other party.

5.2 If the other party is required to provide the means of transport, they are obligated to accept delivery of the goods at a time to be specified in advance by Cleanbuild. If Cleanbuild is required to provide the means of transport, they will notify the other party in a timely manner of the date of departure and/or the expected time of arrival at the destination of the means of transport.

5.3 The other party must take delivery of the goods immediately upon arrival at the destination specified by the other party. If the other party fails to take delivery of the goods on the agreed date, the other party will be in default, and Cleanbuild may: – terminate the agreement; – ship the goods to the other party at the other party’s expense and risk; – store the goods at the other party’s expense and risk; – if four weeks have elapsed, calculated from the date the other party failed to fulfill its obligations to take delivery of the goods, proceed with a (private) sale of the goods. All costs arising from the above circumstances, including, but not limited to, storage costs and any loss of profit, will be borne by the other party. The provisions of this article apply without prejudice to any other rights to which Cleanbuild is entitled.

5.4 Without prejudice to the provisions of Article 5.3, Cleanbuild is authorized, if no one on behalf of the other party is present at the agreed delivery location, to unload the goods on-site and leave them at a suitable location.

5.5 Cleanbuild is entitled to deliver in parts; partial deliveries may be invoiced separately by Cleanbuild to the other party.

6.1 The Counterparty shall ensure that all permits, exemptions, etc., necessary to carry out the work are obtained in a timely manner.

6.2 Unless otherwise agreed, the price of the work does not include: – the costs of removing materials, building materials, and/or waste; – the costs of preventing damage to items present on or near the work site.

6.3 The Counterparty shall ensure that Cleanbuild can perform its work uninterrupted and at the agreed time and that it has access to the necessary facilities, including gas, water, and electricity, during the performance of its work.

6.4 The Counterparty is liable for damages related to loss, theft, and damage to Cleanbuild items located on the construction site and must adequately insure itself against these risks.

7.1 Additional or reduced work is deemed to be required in any case if:

a. there is a change in the design, specifications, or bill of quantities;

b. the information provided by the other party to Cleanbuild does not correspond to reality;

c. the estimated quantities deviate by more than 10%.

7.2 If the sum of the reduced work exceeds the sum of the additional work, Cleanbuild is entitled to charge the other party 10% of the difference in the final invoice.

8.1 In the case of a work contract, the work is considered completed when:

a. the other party has approved the work;

b. the other party has put the work into use. If the other party puts part of the work into use, that part is considered completed;

c. Cleanbuild has notified the other party in writing that the work has been completed and the other party has not indicated in writing within 14 days of this notification whether or not the work has been approved;

d. the other party does not approve the work based on minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being put into use.

8.2 If the other party does not approve the work, they are obligated to notify Cleanbuild in writing, stating the reasons, and to allow Cleanbuild to redeliver the work.

9.1 Unless otherwise agreed in writing, Cleanbuild warrants the proper performance of the agreed service for a period of six months after delivery.

9.2 If the agreed service proves to be defective, Cleanbuild will perform it properly or credit the other party for a proportionate portion of the invoice. The other party must, in all cases, offer Cleanbuild the opportunity to rectify any defect or rework the work.

9.3 The other party is only entitled to a warranty claim if it has fulfilled all its obligations to Cleanbuild.

9.4 No warranty is provided if defects are the result of: normal wear and tear; improper use; lack of or improper maintenance; installation, assembly, or repair by the other party or by third parties; defects in or unsuitability of items originating from, or prescribed by, the other party; No warranty is provided for: delivered items that were not new at the time of delivery; the inspection and repair of items from the other party; items for which a manufacturer’s warranty has been provided.

9.5 The provisions of this article apply mutatis mutandis to any claims by the other party based on breach of contract, non-conformity, or any other basis.

10.1 Unless expressly agreed otherwise, all Cleanbuild prices are: – based on delivery ex works, warehouse, or other storage location; – exclusive of VAT, import duties, and other taxes, levies, and charges; – exclusive of the costs of packaging, loading and unloading, transport, and insurance; – stated in euros.

10.2 Cleanbuild reserves the right, after the agreement has been concluded and confirmed, to adjust the price or to terminate the agreement if factors arise that justify this. The aforementioned factors include, but are not limited to, increases in material prices, production costs, import duties, taxes, currency fluctuations, etc.

10.3 After notification of a price adjustment as referred to in Article 10.2, the other party has the right to terminate the agreement if Cleanbuild adjusts the agreed price within three months of the conclusion of the agreement. Termination by the other party must be submitted in writing within one week of notification of a price adjustment. If the other party has not terminated the agreement in writing within one week of notification of the price adjustment, the parties are deemed to have reached agreement on the price increase communicated by Cleanbuild.

11.1 Payment will be made to a bank account designated by Cleanbuild.

11.2 Unless otherwise agreed, payment will be made as follows: a. for a work contract: 40% of the total price upon order placement; 50% of the total price after delivery of materials or, if delivery of materials is not included in the order, after commencement of work; 10% of the total price upon completion. b. for a purchase and sale agreement, within 30 days of the invoice date. c. in all other cases, within 30 days of the invoice date.

11.3 The payment terms are final. Payment must be made without any deduction of discount or debt settlement. If the other party has agreed to a payment discount in writing with Cleanbuild, this discount will lapse if Cleanbuild does not receive the other party’s payments within the specified period.

11.4 If the other party fails to meet its payment obligations, the other party is legally in default. The other party will then immediately owe statutory commercial interest. Furthermore, all extrajudicial costs incurred will be borne by the other party. These extrajudicial costs amount to at least 15% of the amount owed by the other party.

11.5 Any disputes between the other party and Cleanbuild arising from complaints filed by the other party or for any other reason do not entitle the other party to suspend its payment obligations.

11.6 Cleanbuild is always entitled to offset any amount owed to the other party against any amount owed to Cleanbuild or an affiliated company, whether due or not, subject to conditions or time limits. The other party waives any right to offset any amounts owed to either party.

11.7 As soon as the other party is in default of any payment, all other claims of Cleanbuild on the other party become due and payable and the default with respect to those claims also occurs immediately without notice of default.

12.1 In agreements for purchase and sale, the Counterparty is obligated to carefully inspect the goods for defects immediately upon delivery to the destination or, if earlier, upon receipt by the Counterparty or a third party acting on its behalf.

12.2 The Counterparty may in no event invoke a defect in performance if it has not filed a written complaint with Cleanbuild within fourteen days of discovering or reasonably should have discovered the defect, accurately stating the nature and grounds for the complaint. Minor deviations in, among other things, quality, composition, properties, color, etc., which are unavoidable from a technical perspective or are generally accepted according to usage, can never constitute grounds for complaint.

12.3 The Counterparty may in no event invoke a defect if: a. the goods have been transported, handled, used, processed, or stored by or on behalf of the Counterparty improperly or contrary to instructions given by or on behalf of Cleanbuild; b. the goods have been processed by or on behalf of the Counterparty; c. the counterparty fails to fulfil, fails to fulfil properly or fails to fulfil in a timely manner any obligation arising from the underlying agreement towards Cleanbuild.

12.4 The Counterparty must submit complaints regarding the invoice amount to Cleanbuild in writing within the payment term, under penalty of forfeiture of rights. If the payment term exceeds thirty days, the Counterparty must submit a written complaint no later than 30 days after the invoice date.

12.5 Returns by the Counterparty are only permitted if Cleanbuild has given its express prior written consent. 12.6 Submitting a complaint does not suspend the Counterparty’s payment obligation regarding the items in dispute.

13.1. Cleanbuild’s liability for attributable shortcomings, except in the case of intent or deliberate recklessness, is limited to a maximum of 50% of the contract price (excluding VAT) or 50% of the agreed price of the items sold and delivered by Cleanbuild (excluding VAT), and will in no case exceed the amount Cleanbuild receives from its business liability insurer in the relevant case.

13.2. Except in the case of intent or deliberate recklessness, Cleanbuild will never be liable for a defect resulting from any defect in a raw material supplied to it by a third party, or a finished or semi-finished product supplied to it by a third party.

13.3. Items from third parties (not manufactured by Cleanbuild itself) are supplied under the warranty provisions of the relevant manufacturer, which warranty provisions Cleanbuild will provide to the other party upon first request.

13.4. Cleanbuild accepts no liability for any direct or indirect damage, such as, but not limited to, business, consequential, or decommissioning damage, lost income and profits, loss of customers, environmental damage, damage to reputation and/or goodwill, suffered by the other party, unless the other party demonstrates intent or deliberate recklessness on the part of Cleanbuild.

13.5 Communications by or on behalf of Cleanbuild regarding the quality, composition, properties of goods, or the performance to which Cleanbuild has committed itself are not binding on Cleanbuild, unless made in writing and expressly in the form of a guarantee.

13.6 The other party is liable for the accuracy of the drawings and data provided to Cleanbuild. Images, drawings, cost estimates, diagrams, advice, designs, and other information provided by Cleanbuild are not binding on Cleanbuild and are intended solely to provide a general overview of what Cleanbuild can deliver.

13.7 Cleanbuild is not liable if the work or delivered goods are damaged by an accident, incorrect or improper use, abuse or misapplication, or as a result of modifications or repairs made by the other party, or lack of or improper maintenance.

13.8 Damage resulting from the fact that the other party did not inspect the goods for soundness upon receipt or processing is the responsibility of the other party.

13.9 Any claim for damages against Cleanbuild, except those acknowledged by Cleanbuild, must be notified to Cleanbuild in writing within three months of the claim arising, otherwise it will be forfeited.

13.10 Cleanbuild’s employees or assistants engaged by Cleanbuild for the performance of the agreement may invoke all defenses arising from the agreement against the other party as if they were themselves a party to that agreement.

13.11 The Counterparty indemnifies Cleanbuild against all third-party claims for product liability arising from a defect in a product supplied by the Counterparty to a third party and which consisted (partly) of products and/or materials supplied by Cleanbuild. The Counterparty is obligated to compensate Cleanbuild for all damages suffered in this regard, including the (full) defense costs.

13.12 Cleanbuild’s liability for attributable failure to perform an agreement arises in all cases only if the Counterparty immediately and properly notifies Cleanbuild in writing of the default, setting a reasonable period for remedying the alleged default, and Cleanbuild continues to fail to perform its obligations after that period. The notice of default must contain as complete and detailed a description of the default as possible, so that Cleanbuild is able to respond adequately. A condition for the existence of any right to compensation for direct or indirect damage is always that the other party reports the damage to Cleanbuild in writing as soon as possible after it has occurred. Reference is also made to the provisions in this regard in Article XII.

14.1 Cleanbuild is entitled to suspend its obligations without default if Cleanbuild cannot reasonably fulfill its obligations or cannot fulfill them in a timely manner as a direct or indirect result of one or more causes listed in Article 14.2 – regardless of whether these were foreseeable at the time the contract was concluded.

14.2 Force majeure on the part of Cleanbuild shall exist if, after the conclusion of the agreement, Cleanbuild is prevented from fulfilling its obligations under this agreement or from preparing for them as a result of war, threat of war, civil war, riot, terrorist attacks, unrest, strikes, occupation of a factory, lockout, fire, environmental and water damage, flooding, government measures including import and export measures, extreme weather conditions, disruptions in the supply or provision of raw materials and auxiliary materials, disruptions in the supply of energy and business supplies, default by a supplier from whom Cleanbuild obtains its goods, defects in machinery and installations, defects in means of transport, transport obstructions, withdrawal or non-renewal of required permits, certificates, licenses and the like, and furthermore as a result of all other causes beyond the control or risk of Cleanbuild.

14.3 Cleanbuild is no longer authorized to suspend performance if the temporary inability to perform has lasted for more than six months. The other party and Cleanbuild may terminate the agreement with immediate effect after this period, but only for the portion of the obligations that have not yet been fulfilled.

14.4 If force majeure occurs and performance is or becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect for the portion of the obligations that have not yet been fulfilled.

14.5 The parties are not entitled to compensation for any damages suffered or to be suffered as a result of the suspension or termination as referred to in this article.

15.1 If the other party is in any way negligent in fulfilling its obligations, in particular those relating to payment and receipt of the goods, or if one or more delivery periods have expired without the other party having claimed the purchased goods, or in the event of bankruptcy, suspension of payments, closure, liquidation, guardianship, or dissolution of the other party, Cleanbuild is entitled at any time, without notice of default, without prejudice to its right to demand performance:

a. to suspend its obligations arising from the agreement;

b. to transport and store the goods elsewhere at the other party’s expense and risk, or to keep them stored at its own premises;

c. to suspend all further deliveries, regardless of the contract;

d. to unilaterally declare all current contracts fully or partially dissolved by written notice to the other party and to take back the delivered goods;

e. To claim full compensation for interest, damages, and costs from the other party.

15.2 If the other party is in default, all claims of Cleanbuild against the other party shall become immediately due and payable.

16.1 Cleanbuild retains ownership of all items delivered by Cleanbuild to the other party until the purchase price for all these items has been paid in full. If Cleanbuild performs work for the other party under the agreement and for which the other party is liable, the aforementioned retention of title applies until the other party has also fully settled these claims against Cleanbuild. The retention of title also applies to any claims that Cleanbuild may have against the other party due to the other party’s failure to fulfill one or more of its obligations to Cleanbuild.

16.2 As long as ownership of the delivered goods has not passed to the other party, the other party may not pledge the goods or grant any other right to them to a third party, except as provided in paragraph 6.

16.3 Cleanbuild hereby reserves the right of pledge, as referred to in Article 3:237 of the Dutch Civil Code, on delivered goods that have passed to the other party through payment and are still in the other party’s possession, as additional security for claims, other than those referred to in Article 3:92, paragraph 2 of the Dutch Civil Code, that Cleanbuild may have against the other party for any reason whatsoever.

16.4 The Counterparty is obligated to store the goods delivered under retention of title with due care and as identifiable property of Cleanbuild. The Counterparty is obligated to insure the goods against fire, explosion, and water damage, as well as against theft, for the duration of the retention of title, and to make the policies of these insurances available for inspection to Cleanbuild upon first request. All claims of the Counterparty against the insurers of the goods under the aforementioned insurance policies will, as soon as Cleanbuild expresses its wish, be pledged by the Counterparty to Cleanbuild in the manner specified in Article 3:239 of the Dutch Civil Code, as additional security for Cleanbuild’s claims against the Counterparty.

16.5 If the Counterparty fails to fulfill its payment obligations to Cleanbuild or Cleanbuild has reasonable grounds to fear that it will fail to fulfill those obligations, Cleanbuild is entitled to repossess the goods delivered under retention of title. The Counterparty authorizes Cleanbuild to enter the location where the delivered goods are located. After the return, the counterparty will be credited for the market value, which in no case can be higher than the original purchase price, minus the costs incurred for the return.

16.6 The counterparty is permitted to sell and transfer the goods delivered under retention of title to third parties in the normal course of its business. In the case of credit sales, the counterparty is obligated to stipulate a retention of title clause from its customers in accordance with the provisions of this article.

16.7 The counterparty undertakes to pledge to Cleanbuild any claims it acquires against its customers upon reselling delivered goods, failing which it irrevocably authorizes Cleanbuild to do so on its behalf.

17.1 All intellectual and industrial property rights relating to designs, images, drawings, (test) models, software, and the like provided by Cleanbuild are vested in Cleanbuild or third-party rights holders, and are not transferred to the other party by virtue of the agreement with Cleanbuild, even if the goods or services were specifically designed, developed, or assembled for the other party. The delivery of an item cannot be considered an express or implicit license to use, reproduce, or release the intellectual or industrial property to third parties, unless Cleanbuild has given its express permission.

17.2 Cleanbuild declares that, to the best of its knowledge, the delivered goods do not infringe any third-party intellectual property rights applicable in the Netherlands. However, Cleanbuild cannot indemnify the other party against any infringements of third-party intellectual property rights.

17.3 Counterparty warrants that it will not infringe (nor allow or enable third parties to infringe) any intellectual property rights of Cleanbuild or its suppliers with respect to the delivered goods, for example by copying or counterfeiting the delivered goods.

18.1 The counterparty’s rights to claims shall expire at the latest one year after they arose.

19.1 All agreements concluded between the other party and Cleanbuild are governed exclusively by Dutch law.

19.2 The Vienna Convention on Contracts for the International Sale of Goods (UN Convention of Vienna, April 11, 1980) shall not apply to agreements concluded between Cleanbuild and the other party.

20.1 Any dispute arising from the agreement or subsequent agreement concluded between Cleanbuild and the other party, including the collection of a claim, shall be submitted exclusively to the competent Dutch court in the Gelderland District Court, Arnhem location.

20.2 The interpretation of these general terms and conditions in accordance with the Dutch version is binding.