TERMS AND CONDITIONS

Flora Ceramics is a trade name of MAURICE WILLEMS COMMERCIAL SERVICES BV, ESTABLISHED AND OFFICE HOLDING IN STEIJL (MUNICIPALITY OF VENLO), REGISTERED IN THE TRADE REGISTER OF THE CHAMBER OF COMMERCE AND FACTORIES OF LIMBURG-NORTH NUMBER 12028262 These General Terms and Conditions apply to all offers from and agreements with Flora Ceramics.

Definitions

In these terms and conditions, the following words have the meanings stated behind them, unless the context shows otherwise:

General terms and conditions means these general terms and conditions.

Day means calendar day.

Flora Ceramics means: the trade name owned by the company Maurice Willems Commercial Services BV, located at Rolandstraat 20 B, in Steyl (municipality of Venlo) and registered in the Trade Register of the Chamber of Commerce under number 12028262.

Customer means any legal entity or natural person, acting in the exercise of his profession or business, who enters into or wants to enter into an agreement with Flora Ceramics.

Website means the website of Flora Ceramics, being www.flora-ceramics.com.

Applicability

1. These general terms and conditions apply to all offers, quotations, agreements and all resulting obligations with the customer made by Flora Ceramics. Insofar as the customer (also) orders other products or services to which special general terms and conditions apply, these will also be declared applicable to the agreement between the customer and Flora Ceramics.

2. If the customer declares its own general terms and conditions applicable to or refers to an agreement with Flora Ceramics, those general terms and conditions will not be accepted by Flora Ceramics and the general terms and conditions of Flora Ceramics will prevail, unless expressly agreed otherwise at an earlier stage.

3. The general terms and conditions have been communicated to the customer in advance and can always be consulted via the website and can also be downloaded there as a PDF file. The general terms and conditions will be sent free of charge upon request.

4. Everything that is stipulated in these general terms and conditions and in any further agreements for Flora Ceramics is also stipulated for the benefit of third parties engaged by Flora Ceramics.

5. These general terms and conditions do not apply to offers to and agreements with natural persons who do not act in the course of a profession or business.

Offers / Quotations

1. All offers / quotations from Flora Ceramics are without obligation and can always be revoked, even if they contain a term for acceptance. Offers / quotations can also be revoked in writing by Flora Ceramics within seven days after receipt of acceptance, in which case no agreement has been concluded between the parties.

2. Offers / quotations can only be accepted in writing (including acceptance by fax or electronically). Flora Ceramics is nevertheless entitled to accept an oral acceptance as if it had been made in writing. If the customer places an order on the Flora Ceramics website, the order is final when the customer presses the order button or receives an order confirmation by email. When the customer of Flora Ceramics receives a confirmation by email, a binding agreement is concluded between the parties.

3. Information contained in advertising material in the broadest sense of the word, such as catalogs, price lists, folders, websites of third parties, etc., is never binding for Flora Ceramics.

4. Unless expressly agreed otherwise in writing, estimates of dimensions, weights and other information are as reliable as possible.

5. Information and appendices provided by us with the offer are informative and only give an overall view.

6. If a sample or model has been shown or provided to the other party before or during the offer, this has been done exclusively by way of indication, without the goods having to correspond to this.

7. Deviations in dimensions and / or color scheme and / or decorations of goods to be delivered by us within the tolerances customary in the industry are expressly reserved by us.

8. Color deviations are not excluded due to digital observation (due to display settings, for example). Complaints about this are not accepted, nor can they lead to an exchange, or return of the goods, or compensation in any form whatsoever.

price

1. All prices used by Flora Ceramics are based on the price-determining factors known at the time of submitting the offer / quotation.

2. Unless expressly agreed otherwise in writing, the prices indicated by Flora Ceramics are always exclusive of VAT and exclusive of shipping costs.

3. Flora Ceramics is entitled to adjust the prices or parts thereof for not yet delivered and / or unpaid goods or services to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, exchange rates and the like.

4. Flora Ceramics is always authorized to adjust the prices without delay if a statutory pricedetermining factor gives cause to do so.

Payment

1. Flora Ceramics is at all times entitled to require security from the customer for the correct and timely fulfillment of its payment obligations.

2. If the delivery takes place in parts, each part can be invoiced separately by Flora Ceramics, unless agreed otherwise in writing with the customer.

3. Payment must be made within 14 days of the invoice date.
4. In case of payment default, Flora Ceramics is entitled to suspend or dissolve the execution of the agreement and all related agreements.

5. All payments must be made to a bank account number to be designated by Flora Ceramics in the Netherlands.

6. Payments made by the customer will always be used to settle all interest and costs owed and subsequently payable invoices that have been open the longest, even if the customer states that the payment relates to a later invoice.

7. The customer waives any right to set-off of amounts owed back and forth. Settlement by the customer is not allowed.

8. Making payments from the customer to Flora Ceramics electronically, including via the internet and by credit cards, is at the customer’s risk. Flora Ceramics is not liable for damage to the customer related to or resulting from payments electronically, via the internet or by means of credit cards. The provision of credit card data by the customer to Flora Ceramics via the internet or otherwise is at the customer’s own risk.

9. Flora Ceramics reserves the right to apply a deposit of 50 to 100% for newly registered companies.

Accounts and registration

1. The customer can create an account or otherwise register on the website. Flora Ceramics reserves the right to refuse an application for such a registration or to cancel the registration again, for example if irregularities are found.

2. The login details are strictly personal and may not be made available to third parties. The customer guarantees the use of his login details, even if this happens without his knowledge.

3. The customer will immediately notify Flora Ceramics if he suspects that his login details are known to a third party or if irregularities otherwise occur.

4. The customer is not allowed to request or manage more than one account. Furthermore, the customer is not allowed to (re) request or manage an account after Flora Ceramics has refused the customer’s application for an account or has canceled an account of the customer after registration.

Delivery

1. The place of delivery is in all cases – unless otherwise agreed in writing – the actual or the place of business of the customer or the place of business with which the contracted party was specified by the customer when ordering.
2. The statement of delivery times in offers / quotations, confirmations and / or contracts will be done to the best of our knowledge and these will be observed as much as possible, but they can never be regarded as deadlines.
3. The customer undertakes to enable Flora Ceramics to perform the delivery.
4. The customer guarantees at his own expense and risk that:
   1. Flora Ceramics will be provided with the cooperation necessary for the performance of the performance;
   2. the ordered goods or services are purchased;
   3.  delivery can take place under normal working conditions, during normal working hours from 08:00 to 18:00.

5. If the ordered goods or services have been offered to the customer for delivery, but delivery has not proved possible on the grounds that the customer has failed to fulfill one of the obligations referred to in paragraphs 3 and 4 above, the purchase is deemed to be refused. From this moment on, the customer is in default by operation of law without any further notice of default being required from Flora Ceramics. The day on which the refusal to take delivery takes place is deemed to be the delivery date of the ordered goods or services. From now on, the goods are at the risk of the customer, in accordance with the article “Risk transfer” in these general terms and conditions.

6. Without prejudice to the obligation to pay, in the case referred to in paragraph 5, the customer is obliged to compensate Flora Ceramics for damage suffered as a result of the refusal, including the costs of storage and transport, the latter costs being related to the usual rates on the spot.

Risk transition

Irrespective of what has been agreed between Flora Ceramics and the customer regarding the costs of transport and insurance, the goods remain at the risk of Flora Ceramics until such time as it becomes in the actual power of disposal of the customer or of the third party (s) engaged by the customer. have been transferred by signing consignment notes, signing lists and / or packing lists or by actual delivery. In the event that Flora Ceramics takes care of the transport, it is the responsibility of the client to insure the shipment.

Retention of title

1. The ownership of the goods delivered by Flora Ceramics to the customer only transfers to the customer if he has paid everything that Flora Ceramics may have or receive under all agreements with the customer and services or work performed in that context.

2. Notwithstanding the provisions of paragraph 1, the customer is authorized to use the goods he has received from Flora Ceramics in the context of his normal business operations.

3. The customer is never authorized to encumber, pledge, transfer to security and / or on loan or loan and / or hand over goods delivered under retention of title. Nor is the customer entitled to make any changes to the item.

4. If the customer is in default with the fulfillment of his obligations, Flora Ceramics is entitled to (let) retrieve the goods belonging to it from the place where they are located at the customer’s expense.

Complaints

1. At or immediately after delivery, the customer must investigate whether the goods delivered or the services provided comply with the agreement.

2. The customer can not rely on the fact that the goods delivered or services rendered do not comply with the agreement if he fails to do this investigation or if Flora Ceramics has not notified the defects in writing within the term stated below.

3. Visible defects must be reported in writing to Flora Ceramics within five working days after delivery or after the provision of the relevant services.

4. Hidden defects must be reported in writing immediately after the customer has discovered them, but no later than within two months after the delivery of goods or the provision of services.

5. Complained items may only be returned to Flora Ceramics with the express prior permission of Flora Ceramics. Returns must be provided with the original packaging. Return shipments must in all cases take place according to instructions from Flora Ceramics. Flora Ceramics reserves the right to require that the items referred to be sent to an address specified by it.

6. In the event that complaints are well-founded and duly submitted in Flora Ceramics’s opinion, Flora Ceramics is obliged, at its discretion, taking into account the interests of the customer and the nature of the complaint, to either replace / exchange the delivered goods. business or services rendered or provision of a price discount.

7. The right of complaint lapses if the delivered item is no longer in the same condition as it was delivered.

8. Complaints about invoices must be submitted in writing within five working days after the date of sending the invoice.

Liability

1. If one of the parties fails to fulfill one or more of its obligation (s) from the agreement, the other party will give notice of default, unless compliance with the relevant obligation (s) is already permanently impossible, in which in case the negligent party is in default immediately. The notice of default will be made in writing, whereby the negligent party will be given a reasonable period to still fulfill its obligations. This term has the character of a strict deadline. Flora Ceramics’ liability to the customer for direct damage in the event of non-performance, late or inadequate performance is limited to the net invoice value of the goods or services in question, however, up to a maximum amount of € 10,000.
2. The limitation referred to in paragraph 1 also applies if Flora Ceramics is held liable by the customer for reasons other than the agreement concluded between them.
3. Direct damage exclusively means:- reasonable costs that one party should incur to have a performance of the other party comply with the agreement. However, this damage will not be compensated if that other party has dissolved the agreement;- reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to direct damage within the meaning of the general terms and conditions; and / or- reasonable costs incurred to prevent or limit damage insofar as the party suffering damage demonstrates that these costs have led to limitation of direct damage within the meaning of these conditions.
4. Flora Ceramics is never liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business interruption and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
5. The limitation of liability does not apply if there is intent or gross negligence on the part of Flora Ceramics’ directors and officers.
6. Flora Ceramics is never liable with regard to the materials made available by the customer to Flora Ceramics in connection with the agreement. The customer undertakes to take out adequate insurance with regard to these materials.

7. Without prejudice to the above, Flora Ceramics is not liable if the damage is due to intent and / or gross negligence and / or culpable acts or improper or improper use of the delivered goods by the customer.

Indemnity

1. The customer indemnifies Flora Ceramics insofar as permitted by law, with regard to liability towards one or more third parties, which arises from and / or is related to the execution of the agreement, regardless of whether the damage is caused by Flora Ceramics or its assistant. (s), auxiliary goods or (delivered) goods or services have been caused or delivered. In addition, the customer indemnifies Flora Ceramics, insofar as the law allows, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.

2. The customer ensures adequate insurance against the aforementioned risks.
3. The customer is always obliged to do everything possible to limit the damage.

Force majeure and unforeseen circumstances

1. If fulfillment by Flora Ceramics or purchase by the customer is delayed by more than one month due to force majeure, each of the parties is entitled to dissolve the agreement according to the law, to the exclusion of further rights. What has already been paid or performed under the agreement will then be settled pro rata.
2. Force majeure of Flora Ceramics means in any case:- The circumstance that Flora Ceramics does not receive a performance (including a performance from the customer) that is important in connection with the performance to be delivered by it, or that it is not delivered on time or properly;- strikes- traffic disruptions;- government measures that prevent Flora Ceramics from fulfilling its obligations in a timely or proper manner;
3. If there are unforeseen circumstances that are of such a nature that the customer cannot reasonably expect Flora Ceramics to fulfill Flora Ceramics, the judge can terminate the agreement in whole or in part at the request of one of the parties..

Default of the other party

1. If the other party has not, not timely, not properly, or only partially fulfilled its payment obligation, it is in default. From that moment on, the counterparty is due to pay the statutory commercial interest in addition to the principal sum until the day of full payment. In addition, the other party will then owe Flora Ceramics, all (extrajudicial) collection costs that Flora Ceramics must incur in order to collect the claim, as well as all legal costs and costs of legal assistance, including those that are different or higher than those required by law. process costs to be budgeted. The (extrajudicial) collection costs are set at an amount equal to 15% of the outstanding claim, with a minimum of € 175.00.

2. If the other party does not, not timely, properly, or only partially fulfills its payment obligations, or does not fulfill any other provision of the agreement, or fails to do so in a timely or incomplete manner, the client is seized under conservative or executory order, the client under administration or is placed under guardianship, is admitted to a statutory debt rescheduling scheme, applies for a moratorium or if his bankruptcy is filed, he is deemed to be in default by operation of law and the total amount owed to Flora Ceramics is without summons or notice of default – irrespective of previously made term agreements. regarding payment – immediately due and payable. Flora Ceramics is then also entitled to immediately invoice any outstanding work and / or sales, which are then also immediately due and payable.

3. In the cases referred to under 1 and 2, Flora Ceramics also has the right to suspend the execution of agreements that are still in progress, or any agreement with the other party in whole or in part, at Flora Ceramics’ option, to dissolve this without judicial intervention. without any obligation on the part of Flora Ceramics for any compensation whatsoever towards the other party.

Right of retention

Flora Ceramics is authorized to retain all goods that Flora Ceramics has in its possession until the customer has fulfilled all his obligations towards Flora Ceramics, with which the goods concerned are directly or sufficiently connected. If matters that fall under this right fall under the power of Flora Ceramics, then Flora Ceramics is entitled to use these matters to demand, as if she were the owner.

Dissolution

1. In the cases described below and insofar as granted below, each of the parties has the right to terminate the agreement, in whole or in part, with immediate effect without further notice of default and judicial intervention:- when the other party has applied for or has been granted a moratorium of payments or the other party has been declared bankrupt;-when a substantial portion of the other party’s property is seized; and / or- when other circumstances arise in which continuation of the agreement cannot reasonably be required.

2. The power to dissolve the agreement will only accrue to each of the parties if the other party – after a proper and detailed written notice of default with a proposal for a reasonable period for

remedying the shortcoming – fails attributably in the fulfillment of essential obligations under the agreement and provided that such shortcoming justifies termination.

3. If the agreement is dissolved, the claims of Flora Ceramics on the customer are immediately due and payable. If Flora Ceramics suspends the fulfillment of the obligations, it will retain its rights under the law and the agreement.

4. Flora Ceramics always reserves the right to claim compensation.

Intellectual property

1. Flora Ceramics guarantees that the goods it supplies as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.

2. If it is nevertheless recognized by Flora Ceramics or a Dutch court in a legal case establishes in a decision that is no longer subject to appeal, that any matter delivered by Flora Ceramics does infringe the rights of third parties as referred to here, Flora Ceramics at its option, after consultation with the customer, replace the item in question with an item that does not infringe the relevant law or acquire a license right in that respect, or take back the item in question at a refund of the price paid for it, less the normal deem depreciation, without being obliged to pay further compensation.

3. However, the customer loses the right to the services indicated under paragraph 2 if he has not informed Flora Ceramics as such in a timely and complete manner about claims from third parties as referred to in this article, as a result of which Flora Ceramics has also been unable properly defend its rights in this matter.

Handover

The customer is not permitted to transfer rights and obligations arising from the agreement to third parties without obtaining written permission from Flora Ceramics.

Privacy and security

1. Flora Ceramics respects the privacy of the customer. Flora Ceramics handles and processes all personal data provided to it in accordance with applicable legislation, in particular the General Data  Protection Regulation. The customer agrees to this processing. Flora Ceramics uses appropriate security measures to protect the customer’s personal data.

2. For more information about privacy, please refer to the Flora Ceramics website.

Other

1. Any deviations from these general terms and conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.

2. The administration of Flora Ceramics is, subject to proof to the contrary, as proof of the requests and / or orders made by the customer. The customer acknowledges that electronic communication can serve as proof.

3. If and insofar as any provision of the general terms and conditions is declared void or annulled, the other provisions of these general terms and conditions will remain in full force. Flora Ceramics will then adopt a new provision to replace the void / voided provision, whereby the purport of the void / voided provision will be observed as much as possible.

4. The place of performance of the agreement is deemed to be the place where Flora Ceramics is located.

Applicable law and choice of forum

1. All disputes between Flora Ceramics and the customer, which may arise as a result of an agreement concluded by Flora Ceramics with the customer, or agreements resulting from this, will be unless Flora Ceramics and the customer have agreed otherwise in writing in this respect. , will in the first instance be adjudicated by the competent court in the location or district of Flora Ceramics.

2. Agreements, and all non-contractual obligations arising therefrom, between Flora Ceramics and the customer to which these general terms and conditions apply, are governed exclusively by Dutch law. The 1980 Vienna Sales Convention is expressly excluded.

Language

These general terms and conditions have been translated into different languages. In case of discrepancies or ambiguities, the Dutch version is binding.