QUOTATION

GENERAL TERMS AND CONDITIONS CLEANBUILD B.V.

Definitions in these general terms and conditions
In these general terms and conditions, the following terms shall have the meanings set out below:

  • Cleanbuild: the private limited liability company Cleanbuild B.V., registered with the Chamber of Commerce under number 77128702;
  • Customer: the (legal) person acting in the course of a profession or business who enters into an Agreement or to whom Cleanbuild makes an offer or quotation;
  • Agreement(s): any agreement between Cleanbuild and the Customer, any agreed amendment or addition thereto (e.g. additional work) and all (legal) acts resulting therefrom, including future agreements between Cleanbuild and the Customer;
  • Work: the performance(s) to be carried out by Cleanbuild under or as a result of the Agreement. This may include, among other things, the purchase and sale of Products, the creation of a work of a tangible nature (Article 7:750 et seq. of the Dutch Civil Code), the supply of goods and/or services and the carrying out of calculations and/or drawing work;
  • Product(s): the construction materials to be sold by Cleanbuild (such as, for example, plastic panel systems and rooflights) and/or related accessories or components.

1.1 These general terms and conditions form part of and apply to all offers, communications and advice of Cleanbuild and to all Agreements.

1.2 Any general terms and conditions used by the Customer, by whatever name, are expressly rejected by Cleanbuild and shall not apply to offers made by Cleanbuild or to the Agreements.

1.3 Amendments to the Agreement and deviations from these general terms and conditions shall only be valid if explicitly agreed in writing between Cleanbuild and the Customer.

1.4 In the event of a conflict between the Agreement and these general terms and conditions, the provisions of the Agreement shall prevail.

1.5 If one or more provisions of these general terms and conditions are found to be invalid or are set aside by a court, the remaining provisions shall remain fully in force. Cleanbuild and the Customer shall then consult with a view to agreeing new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the original provision.

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 Customer, Cleanbuild has the right to revoke the offer within five working days after receipt of the acceptance.

2.2 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation, Cleanbuild shall not be bound by it. In such case, the Agreement shall not be concluded in accordance with this deviating acceptance, unless Cleanbuild indicates otherwise in writing.

2.3 The (technical) specifications used by Cleanbuild in an offer, including calculations, price lists, drawings, brochures and other data, are for informational purposes only and provide a general representation. They are not binding on Cleanbuild. Cleanbuild shall not be liable for any inaccuracies. Cleanbuild is not obliged to provide detailed data.

2.4 If the offer from Cleanbuild does not lead to an Agreement, all items and other documentation referred to in the previous paragraph shall be returned by the Customer to Cleanbuild free of charge and without delay.

2.5 If the Customer places an order with Cleanbuild by telephone, email or telefax, the content of the Agreement shall be fully evidenced by the order confirmation issued by Cleanbuild on the basis of that order, unless the Customer immediately notifies Cleanbuild of any objections to that order confirmation upon receipt.

2.6 Any estimate made by Cleanbuild of the costs associated with the execution of the Work shall always be non-binding. The Customer cannot derive any rights from such an estimate.

2.7 The Customer is obliged to provide all information that Cleanbuild deems necessary for issuing a proper quotation or offer. This also applies to information that the Customer reasonably knows or ought to know is necessary for Cleanbuild to issue a proper quotation or to perform the Agreement properly at a reasonable price (e.g. the intended application, dimensions or location).

2.8 If the Customer provides Cleanbuild with information (including drawings and/or measurements) for, for example, the delivery or installation of Products, Cleanbuild may rely on the accuracy and completeness thereof and shall base its offer on this information.

2.9 If the information provided by the Customer proves to be incorrect or incomplete, Cleanbuild has the right to adjust the quotation, offer, price indication or estimate as it would have been if the Customer had provided correct or complete information. Any additional costs shall be payable by the Customer to Cleanbuild upon first request.

2.10 If, in the context of the offers referred to in Article 2.1 or in the context of the Agreement, Cleanbuild provides the Customer with designs, measurements, drawings, images and/or calculations, such information shall remain the property of Cleanbuild. The Customer shall use this information exclusively within the framework of the Agreement and third parties may not derive any rights from it. Article 2.3 shall apply mutatis mutandis. The intellectual property rights to these designs and the like shall also remain exclusively with Cleanbuild. The Customer must return these items to Cleanbuild immediately upon first request.

3.1 Agreements are only concluded upon written acceptance by Cleanbuild. The written acceptance by Cleanbuild shall be deemed to accurately and fully reflect the Agreement. Any additional arrangements or amendments, by whomever made, shall only be binding if confirmed in writing by Cleanbuild.

3.2 For Agreements for which, by their nature and scope, no quotation and/or order confirmation is sent, the invoice of Cleanbuild shall be deemed to accurately and fully reflect the content of the Agreement, subject to written objections by the Customer within three working days after receipt of the invoice and subject to proof to the contrary to be provided by the Customer.

3.3 Every Agreement is entered into by Cleanbuild subject to the suspensive condition that the Customer is sufficiently creditworthy for the full performance of the Agreement. Cleanbuild is entitled, both before concluding the Agreement and during its execution, to require the Customer to provide security for the fulfilment of its obligations prior to performing.

3.4 Cleanbuild is entitled—if it deems this necessary for the proper execution of the assignments given to it and after consultation with the Customer—to engage third parties in the performance of the Agreement. The costs thereof shall be charged to the Customer in accordance with the provided price quotations.

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

4.1 Any delivery period or execution period stated or communicated by Cleanbuild shall be indicative and shall not be regarded as a strict deadline. In the event of exceeding the stated period, the Customer shall not be entitled to claim any (damage) compensation from Cleanbuild, nor to suspend or refuse performance of any obligation arising from the Agreement, nor to terminate or dissolve the Agreement.

4.2 The delivery period or execution period shall commence after the Agreement has been concluded, but (i) not earlier than the day on which the Customer has received written confirmation from Cleanbuild of the conclusion of the Agreement, and (ii) not before agreement has been reached on all commercial and technical details, (iii) all necessary information, final and approved drawings, etc. are in Cleanbuild’s possession, (iv) the agreed (instalment) payment has been received, and (v) all necessary conditions for the execution of the Agreement have been fulfilled, all in accordance with these general terms and conditions.

4.3 If circumstances arise that differ from those known to Cleanbuild at the time the delivery period or execution period was determined, Cleanbuild may extend the delivery period or execution period by the time required to perform the Agreement under these changed circumstances.

4.4 The Customer shall indemnify Cleanbuild against any claims from third parties resulting from the exceeding of a delivery period or execution period stated by Cleanbuild.

4.5 In the event of additional work, the delivery period or execution period shall be extended by the time required to supply the necessary Products and to perform the additional work. If the additional work cannot be incorporated into Cleanbuild’s schedule, the work shall be carried out as soon as Cleanbuild’s planning permits.

4.6 In the event of suspension of obligations by Cleanbuild, the delivery period or execution period shall be extended by the duration of the suspension.

4.7 In the event of force majeure as specified in Article XIV of these terms and conditions or impracticable conditions, the delivery period or execution period shall be extended by the delay caused thereby and by the time Cleanbuild requires to incorporate the Work into its schedule. Impracticable conditions shall mean all circumstances, including adverse weather conditions (such as precipitation, wind or temperature conditions), which—in the sole judgment of Cleanbuild—either create an unsafe working situation or may hinder or adversely affect the uninterrupted execution of the Work.

4.8 Except in cases of intent or deliberate recklessness on the part of Cleanbuild, the Customer shall not be entitled, even after notice of default, to any (damage) compensation and/or dissolution of the Agreement in the event of an exceeding of the delivery period or execution period of up to 30 days. If the delivery period or execution period is exceeded by more than 30 days, the Customer must first give Cleanbuild written notice of default after expiry of that period and grant Cleanbuild a reasonable period for performance, whereby Cleanbuild may unilaterally indicate factors determining what constitutes a reasonable period for it (e.g. availability in its schedule or availability of Products).

5.1 Unless otherwise agreed, delivery of Products shall take place ex works/warehouse (EXW Ex Works, in accordance with the latest version of the INCOTERMS) at the relevant business location of Cleanbuild. At that moment, the risk of damage to and/or loss of the Products shall pass to the Customer.

5.2 If the Customer is required to provide the means of transport, the Customer is obliged to take delivery of the goods at the time communicated in advance by Cleanbuild. If Cleanbuild is required to provide the means of transport, it shall timely inform the Customer of the date of departure and/or the expected time of arrival and the destination of the transport.

5.3 The Customer must take delivery of the Products immediately upon arrival at the destination specified by the Customer. If the Customer fails to take delivery of the Products on the agreed date, the Customer shall be in default and Cleanbuild may:

  • terminate the Agreement;
  • ship the Products at the Customer’s expense and risk;
  • store the Products at the Customer’s expense and risk (this does not release the Customer from its obligation to take delivery);
  • if four weeks have passed since the Customer failed to fulfil its obligation to take delivery, proceed to a private sale of the Products.

All costs arising from the above circumstances, including but not limited to storage costs and any loss on resale, shall be borne by the Customer. The provisions of this article are without prejudice to any other rights of Cleanbuild.

5.4 Without prejudice to the provisions of Article 5.3, Cleanbuild is entitled, if no one is present on behalf of the Customer at the agreed place of delivery, to unload the goods at that location and leave them at a suitable place.

5.5 Cleanbuild is entitled to deliver in instalments; partial deliveries may be invoiced separately by Cleanbuild to the Customer.

5.6 If the Agreement exclusively concerns the purchase and sale of a Product to the Customer, the Customer shall be fully responsible for proper installation and correct use of the Product. If damage occurs during unpacking and/or moving and/or installation of the Product, or if the Product does not function properly as a result, Cleanbuild shall in no event be responsible.

5.7 If Cleanbuild ships Products to the Customer, the Products shall be properly packaged to prevent damage, taking into account their nature, material and method of production. The Customer is obliged to handle the unpacking of the Products with due care. The Product shall be deemed to have been properly delivered by Cleanbuild, and any damage to the Product shall be deemed to be the result of the manner in which the Product was unpacked and/or moved by or on behalf of the Customer, unless the Customer provides evidence to the contrary.

6.1 The Customer shall ensure that all permits, exemptions, etc. required for the execution of 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, construction materials and/or waste;
  • the costs of preventing damage to items present on or near the Work.

6.3 The Customer shall ensure that Cleanbuild can perform its work without interruption and at the agreed time, that the location of the Work is properly and safely accessible, and that Cleanbuild has access to the necessary utilities for the execution of the Work, including gas, water and electricity.

6.4 The Customer is liable for damage related to loss, theft or damage to property of Cleanbuild located at the construction site and must adequately insure itself against these risks.

6.5 If the Agreement relates to installation work to be carried out by or on behalf of Cleanbuild in or on a floor, the Customer is obliged to inform Cleanbuild in writing, prior to the commencement of such work, of the possible presence of cabling and/or pipelines and/or other relevant matters. The Customer is obliged to proactively provide all information known to it in this regard to Cleanbuild or to ensure that any questions from Cleanbuild are answered.

6.6 Cleanbuild shall not be liable for damage to cabling, pipelines or other items in the ground or beneath the floor, or to or within walls and/or ceilings, nor for any consequences of such damage for the Customer or third parties, unless there is intent on the part of Cleanbuild.

7.1 Additional or reduced work shall in any case be deemed to exist when:

  • there is a change in the design, specifications or bill of quantities;
  • the information provided by the Customer to Cleanbuild does not correspond with reality;
  • estimated quantities deviate by more than 10%.

7.2 If the total of the reduced work exceeds that of the additional work, Cleanbuild is entitled to charge the Customer 10% of the difference in the final settlement.

7.3 If, during the execution of the Agreement, a change is communicated to Cleanbuild by or on behalf of the Customer, or if additional work is assigned to Cleanbuild during execution of the Agreement for which it cannot reasonably be expected that Cleanbuild records this in writing in advance, the invoice of Cleanbuild shall be deemed to accurately and fully reflect the content of such change and/or additional work, subject to proof to the contrary to be provided by the Customer.

7.4 Additional work shall be calculated based on the price-determining factors applicable at the time the additional work is carried out. The Customer is obliged to pay the price of the additional work upon first request by Cleanbuild.

8.1 If the Agreement constitutes a contract for work and services, the Work shall be deemed completed and accepted by the Customer when:

  • the Customer has approved the Work verbally or in writing;
  • the Work has been put into use by the Customer or the Customer makes use of the Work. If the Customer uses part of the Work, that part shall be deemed completed;
  • Cleanbuild has informed the Customer in writing that the Work has been completed and the Customer has not notified Cleanbuild in writing within five working days after such notification whether or not the Work is approved;
  • the Customer does not approve the Work on the basis of minor defects or missing parts that can be remedied or delivered within 30 days and that do not prevent the use of the Work;
  • the Customer pays the invoice of Cleanbuild.

8.2 If the Customer does not approve the Work, the Customer is obliged to notify Cleanbuild in writing within five working days, stating the reasons, and to give Cleanbuild the opportunity to complete the Work again. In determining a reasonable period, Cleanbuild is entitled to indicate what it considers to be a reasonable period (e.g. due to other projects or the availability of personnel or Products).

8.3 The Customer shall indemnify Cleanbuild against claims by third parties for damage to parts of the Work not yet completed by Cleanbuild, caused by the use of parts of the Work that have already been completed.

9.1 Cleanbuild warrants—unless agreed otherwise in writing—for a period of six months after delivery that the Work will be properly performed.

9.2 If the Work proves to be defective, Cleanbuild shall either remedy the Work properly or credit the Customer for a proportional part of the invoice. In all cases, the Customer must give Cleanbuild the opportunity to remedy any defect or to perform the work again.

9.3 The Customer may only invoke a warranty if it has fulfilled all its obligations towards Cleanbuild.

9.4 The Customer cannot invoke an agreed warranty or claim any (damage) compensation or remedy of defects in the following cases:

  • normal wear and tear;
  • improper use;
  • lack of maintenance or improper or insufficient maintenance;
  • installation, assembly, modification, alteration or repair carried out by or on behalf of the Customer to or on the Work;
  • defects in or unsuitability of items originating from or prescribed by the Customer;
  • defects in or unsuitability of materials or tools used by the Customer;
  • use of the Products supplied by Cleanbuild and/or materials applied in a manner different from what was made known to Cleanbuild at the time of entering into the Agreement and/or performing the Work.

9.5 Cleanbuild provides no warranty for:

  • Products supplied that were not new at the time of delivery;
  • the inspection and repair of items belonging to the Customer;
  • items for which a manufacturer’s warranty applies.

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

9.7 The Customer cannot rely on an agreed warranty if it has not notified Cleanbuild in writing within five days after discovering the defect, or after it reasonably should have discovered it.

10.1 Unless expressly agreed otherwise, all prices of Cleanbuild:

  • are based on delivery ex works, warehouse or other storage location;
  • exclude VAT, import duties and other taxes, levies and charges;
  • exclude the costs of packaging, loading and unloading, transport and insurance;
  • are stated in euros.

10.2 Cleanbuild is entitled, after the Agreement has been concluded, to adjust the price or to terminate the Agreement if circumstances arise that justify this. Such circumstances include, but are not limited to, increases in material prices, labour and production costs, import duties, taxes and currency fluctuations.

10.3 Following notification of a price adjustment as referred to in Article 10.2, the Customer has the right to terminate the Agreement if the adjustment of the agreed price by Cleanbuild takes place within three months after the conclusion of the Agreement. Termination by the Customer must be made in writing within one week after notification of the price adjustment. If the Customer does not terminate the Agreement in writing within one week after notification of the price adjustment, the parties shall be deemed to have agreed to the price increase communicated by Cleanbuild.

10.4 Cleanbuild is entitled to require an advance payment from the Customer and is entitled not to commence production of a Product or not to execute the Work as long as the Customer has not fulfilled this payment obligation.

10.5 The Customer must have fulfilled its full payment obligation under the Agreement before Cleanbuild is required to proceed with delivery and/or installation.

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

11.2 Unless otherwise agreed, payment shall be made as follows:
a. in the case of a contract for work and services: as specified in the Agreement;
b. in the case of a purchase agreement: within 30 days after the invoice date;
c. in all other cases: within 30 days after the invoice date.

11.3 The payment terms are strict deadlines. Payment must be made by the Customer without any deduction, discount or set-off. If a payment discount has been agreed in writing between the Customer and Cleanbuild, such discount shall lapse if the Customer’s payments are not received by Cleanbuild within the stipulated term.

11.4 If the Customer fails to meet its payment obligations, it shall be in default by operation of law. In such case, the Customer shall immediately owe statutory commercial interest. Furthermore, all extrajudicial costs incurred (e.g. costs of engaging third parties and internal costs) shall be borne by the Customer. The extrajudicial costs shall amount to at least 15% of the amount owed by the Customer.

11.5 Any disputes between the Customer and Cleanbuild arising from complaints made by the Customer or otherwise shall not entitle the Customer to suspend its payment obligations.

11.6 Cleanbuild is at all times entitled to set off any amounts it owes to the Customer against any amounts the Customer owes to Cleanbuild or to an affiliated company, whether or not such amounts are due and payable or subject to conditions or time limits. The Customer waives any right to set off mutual claims.

11.7 As soon as the Customer is in default with respect to any payment, all other claims of Cleanbuild against the Customer shall become immediately due and payable, and default with respect to those claims shall also arise immediately without further notice of default. Cleanbuild shall then be entitled, among other things, to suspend the (further) execution of the Agreement or any remedial work, and the Customer shall not be entitled to any warranty, remedy or any other claim.

11.8 Regardless of whether Cleanbuild has fully performed the Agreement, all amounts owed or to become owed by the Customer to Cleanbuild under the Agreement shall become immediately due and payable if the Customer is declared bankrupt.

12.1 In the case of an Agreement relating to the purchase and sale of Products, the Customer is obliged to carefully inspect the Products for defects immediately upon delivery at the destination or, if earlier, upon receipt by itself or by a third party acting on its behalf.

12.2 The Customer shall in all cases lose the right to rely on a defect in the performance if it has not submitted a written complaint to Cleanbuild within seven days after it discovered or reasonably should have discovered the defect, specifying in detail the nature and grounds of the complaint. Minor deviations, including in quality, composition, properties, colour and the like, which are technically unavoidable or generally accepted in practice, can never constitute grounds for complaints.

12.3 The Customer may no longer rely on a defect if:
a. the Products have been transported, handled, used, processed or stored improperly or contrary to instructions provided by or on behalf of Cleanbuild by or on behalf of the Customer;
b. the Products have been processed by or on behalf of the Customer;
c. the Customer fails to fulfil any obligation towards Cleanbuild arising from the Agreement, or fails to do so properly or in a timely manner.

12.4 Complaints regarding invoices must, on pain of forfeiture of rights, be submitted in writing to Cleanbuild within the payment term. If the payment term exceeds thirty days, the Customer must submit the complaint in writing no later than 30 days after the invoice date. If no complaint has been received by Cleanbuild, the invoice and the Work underlying it shall be deemed to be proper.

12.5 Returns by the Customer are only permitted if Cleanbuild has given prior explicit written consent.

12.6 The submission of a complaint does not suspend the Customer’s payment obligation with respect to the Products in dispute.

13.1 Cleanbuild shall only be liable for damage suffered by the Customer that is the direct result of an attributable failure by Cleanbuild to perform an obligation incumbent upon it.

13.2 Cleanbuild’s liability shall in any case be limited to compensation for the Customer’s direct damage that is the immediate result of a (series of related) attributable failure(s) in the performance of the Agreement. This liability for direct damage shall be limited to the amount paid out by Cleanbuild’s liability insurer in the relevant case, increased by any excess payable by Cleanbuild under the insurance policy.

13.3 If Cleanbuild’s liability insurer does not make any payment or if no liability insurance is in force, Cleanbuild’s liability shall be limited to a maximum of 50% of the agreed price (excluding VAT) of the Work in which the damaging event occurred, with an absolute maximum of €10,000, unless the Customer proves that there was intent or deliberate recklessness on the part of Cleanbuild.

13.4 Cleanbuild shall never be liable, except in cases of intent or deliberate recklessness, for any defect resulting from a defect in a Product supplied to it by a third party or a finished product (or semi-finished product) supplied by a third party.

13.5 Goods from third parties (not manufactured by Cleanbuild itself) shall be supplied subject to the warranty provisions of the relevant manufacturer, which Cleanbuild shall provide to the Customer upon first request.

13.6 Cleanbuild shall in no way be liable for direct or indirect damage, including but not limited to business loss, consequential damage, downtime losses, loss of income and profits, loss of customers, environmental damage, and damage to reputation and/or goodwill, unless the Customer proves intent or deliberate recklessness on the part of Cleanbuild.

13.7 Statements made by or on behalf of Cleanbuild regarding the quality, composition, properties of Products or the performance to be delivered by Cleanbuild shall not be binding on Cleanbuild unless explicitly given in writing in the form of a warranty.

13.8 The Customer is responsible for the accuracy of the drawings and data provided to Cleanbuild. Images, drawings, cost estimates, schedules, advice, designs and other information provided by Cleanbuild are not binding and are intended solely to give a general impression of what Cleanbuild can supply.

13.9 Cleanbuild shall not be liable if the Work or the Products are damaged due to an accident, incorrect or improper use, misuse or incorrect application, or as a result of modifications or repairs carried out by the Customer itself, or due to lack of or improper maintenance.

13.10 Damage resulting from the Customer’s failure to inspect the Products for proper condition upon receipt or processing shall be borne by the Customer.

13.11 Any claim for damages against Cleanbuild, except those acknowledged by Cleanbuild, must be submitted in writing to Cleanbuild within three months after the claim arises, failing which the claim shall lapse.

13.12 Employees of Cleanbuild or third parties engaged by Cleanbuild for the performance of the Agreement may invoke all defenses arising from the Agreement against the Customer as if they were themselves a party to the Agreement.

13.13 The Customer shall indemnify Cleanbuild against all third-party claims based on product liability resulting from a defect in a Product supplied by the Customer to a third party which (partly) consisted of Products. The Customer is obliged to compensate all damages suffered by Cleanbuild in this regard, including the full costs of defence.

13.14 Cleanbuild’s liability for an attributable failure in the performance of an Agreement shall arise in all cases only if the Customer promptly and properly notifies Cleanbuild in writing of default, granting a reasonable period to remedy the alleged failure, 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 failure as possible, so that Cleanbuild is able to respond adequately. A condition for any right to compensation for direct or indirect damage is always that the Customer reports the damage to Cleanbuild in writing as soon as possible after it arises. Reference is also made to the provisions of Article XII.

14.1 Cleanbuild is entitled to suspend its obligations without being in default if, as a direct or indirect result of one or more of the causes listed in Article 14.2—regardless of whether these were foreseeable at the time of concluding the Agreement—it is reasonably unable to fulfil its obligations or to do so in a timely manner.

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 their fulfilment as a result of war (or threat of war), riots, terrorist attacks, disturbances, strikes, occupation of the company, lockouts, pandemics, fire, environmental and water damage, flooding, government measures including import and export restrictions, extreme weather conditions, disruptions in the supply of raw and auxiliary materials, disruptions in the supply of energy and operational resources, failure by a supplier from whom Cleanbuild obtains its goods, defects in machinery and installations, defects in means of transport, transport obstacles, withdrawal or non-renewal of required permits, certificates, licences and the like, as well as all other causes arising outside the fault or sphere of risk of Cleanbuild.

14.3 Cleanbuild shall no longer be entitled to suspend performance if the temporary impossibility of performance has lasted more than six months. After this period, both the Customer and Cleanbuild may terminate the Agreement with immediate effect, but only with respect to the part of the obligations that has not yet been fulfilled.

14.4 If force majeure occurs and performance becomes permanently impossible, both parties shall be entitled to terminate the Agreement with immediate effect with respect to the part of the obligations that has not yet been fulfilled.

14.5 The parties shall not be entitled to compensation for any damage suffered or to be suffered as a result of the suspension or termination within the meaning of this article.

15.1 If the Customer fails in any respect to fulfil its obligations, in particular its obligations to pay and to take delivery of Products, or if one or more (delivery) deadlines have expired without the Customer having called off the Work, as well as in the event of bankruptcy, suspension of payments, cessation of business, liquidation, guardianship or dissolution of the Customer, Cleanbuild shall, without prejudice to its right to demand performance, at all times be entitled, without notice of default, to:
a. suspend its obligations arising from the Agreement;
b. transport and store the Products elsewhere at the Customer’s expense and risk or keep them stored at its own premises;
c. suspend all further deliveries, regardless of the contract from which they arise;
d. unilaterally terminate all ongoing Agreements in whole or in part by written notice to the Customer and take back the delivered goods without being liable for damages towards the Customer;
e. claim full compensation from the Customer for interest, damages and costs.

15.2 In the event the Customer is in default, all claims of Cleanbuild against the Customer shall become immediately due and payable.

16.1 Cleanbuild retains ownership of all Products until the purchase price for all such Products has been paid in full. If Cleanbuild performs work for the benefit of the Customer under the Agreement for which the Customer must pay, the aforementioned retention of title shall also apply until the Customer has fully paid these claims of Cleanbuild. This retention of title also applies to any claims that Cleanbuild may acquire against the Customer due to the Customer’s failure to fulfil one or more of its obligations towards Cleanbuild.

16.2 As long as ownership of the Products remains with Cleanbuild and has not transferred to the Customer, the Customer may not pledge the Products or grant any other rights to them to third parties, except as provided in paragraph 5 of this article.

16.3 The Customer is obliged to store the Products delivered under retention of title with due care and as identifiable property of Cleanbuild. The Customer must insure the Products, for the duration of the retention of title, against fire, explosion and water damage as well as against theft, and must present the insurance policies to Cleanbuild for inspection upon first request. All claims of the Customer against insurers of the Products under these insurance policies shall, upon Cleanbuild’s request, be pledged to Cleanbuild in the manner prescribed in Article 3:239 of the Dutch Civil Code, as additional security for Cleanbuild’s claims against the Customer.

16.4 If the Customer fails to fulfil its payment obligations towards Cleanbuild or if Cleanbuild has good reason to fear that the Customer will fail to fulfil such obligations, Cleanbuild shall be entitled to repossess the Products delivered under retention of title. The Customer hereby authorises Cleanbuild to enter the place where the Products are located. After repossession, the Customer shall be credited for the market value, which shall in no case exceed the original purchase price, less the costs associated with the repossession.

16.5 The Customer is permitted, in the normal course of its business, to sell and transfer the Products delivered under retention of title to third parties. In the case of sale on credit, the Customer is obliged to stipulate a retention of title vis-à-vis its purchasers in accordance with the provisions of this article.

16.6 The Customer undertakes to pledge to Cleanbuild the claims it acquires against its customers from the resale of Products; failing this, the Customer hereby irrevocably authorises Cleanbuild to do so on its behalf.

17.1 All intellectual and industrial property rights relating to designs, images, drawings, (prototype) models, software and the like provided by Cleanbuild shall remain vested in Cleanbuild or third-party rights holders and shall not be transferred to the Customer by virtue of the Agreement, even if the Work has been specifically designed, developed or composed for the Customer. The delivery of a Product shall not be construed as an explicit or implicit licence to use, reproduce or disclose to third parties any intellectual or industrial property, unless Cleanbuild has given its explicit written consent.

17.2 Cleanbuild declares that, to the best of its knowledge, the Work does not infringe any intellectual property rights of third parties applicable in the Netherlands. However, Cleanbuild cannot and will not indemnify the Customer against any such infringements.

17.3 The Customer guarantees that it will not infringe (nor permit or enable third parties to infringe) the intellectual property rights of Cleanbuild or its suppliers in relation to the Work, for example by copying or imitating the Work.

18.1 The Customer’s rights of action shall expire no later than one year after they arise.

19.1 The Customer is not entitled to terminate or cancel the Agreement unless Cleanbuild has given its prior written consent. In the event of such consent (or if it is determined that the Customer was entitled to terminate), the Customer shall owe Cleanbuild an immediately payable compensation equal to the agreed price minus the savings resulting from the termination for Cleanbuild. The compensation payable by the Customer shall amount to 20% of the agreed price if the Products have not yet been produced, and 100% of the agreed price if the Products have been produced.

20.1 All Agreements shall be governed exclusively by Dutch law.

20.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 11 April 1980) shall not apply to the Agreement.

20.3 Any dispute arising from the Agreement shall be submitted exclusively to the competent Dutch court, and in first instance this shall be the competent court of the Gelderland District Court, location Arnhem. Cleanbuild reserves the right to deviate from this and to apply the statutory rules on jurisdiction by summoning the Customer before the competent court at the place where the Customer has its registered office or place of business.

20.4 The Dutch version of these general terms and conditions shall be binding for interpretation.

The above-mentioned general terms and conditions were filed with the registry of the Gelderland District Court on 16 April 2026 under deed number: 8/2026.

General Terms and Conditions | 2026

Cleanbuild B.V.
Mercuriusweg 15A
3771 NC Barneveld
THE NETHERLANDS

Cleanbuild B.V.
Mercuriusweg 15a
3771 NC Barneveld
The Netherlands
Tel: +31 085 482 55 00
E: info@cleanbuild.nl

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