General contract terms

ASIS chairs europe B.V.

Litauensestraat 11-21

7202 CN Zutphen

+31 (0)575 543597

PO Box 434

7200 AK Zutphen

Ch. Of Comm. 62433288

Article 1 - Offer, applicability

These terms and conditions apply to all agreements. All offers are without obligation, except for when these contain a period for acceptance. If an offer is without obligation and this offer is accepted, the contractor will have the right to withdraw the offer within two working days from the receipt of the acceptance.

Article 2 – Price

Price quotes are excluding VAT and other duties imposed by the government. The stated prices apply to delivery ex-warehouse. The supplier can charge on the followings: changes of wages or of cost prices of raw materials or materials, insofar as these are immediately spent and/or used with regard to the agreed goods and services, and which occur more than three months after the conclusion of an agreement. Any assembly, installation costs and other costs related to the delivery are not included in the price. The prices stated are only binding if this intention is manifestly apparent. In all other events they apply as a price indication without obligation. Expenses will be charged for orders of capital goods for € 350 or less and office items for € 115 or less. These costs will be in accordance with the arrangement applicable at the time of the execution of the order at the supplier's location.

Article 3 - Delivery

Any statements regarding delivery periods in offers, confirmations and/or contracts are made to the best of one's knowledge. They will be adhered to as much as possible, but will not be binding. The supplier will enter into consultation with the purchaser if the stated delivery periods will be exceeded.

Article 4 – Payment

Invoicing can take place as soon as the supplier has completed the goods and services to be delivered, or, as the case may be, when the purchaser is in default of taking receipt, unless agreed otherwise in writing. Payment must take place within 30 days from the invoice date, unless parties have agreed another period in writing, in the manner reasonably stated by the supplier. The purchaser will owe the statutory interest from the due date. The purchaser will reimburse the cost of collection or of enforcement of rights that is reasonably incurred by the supplier, including all costs charged by external experts in addition to the costs recorded in legal proceedings. The supplier will be entitled to determine these costs as a fixed sum at 15% of the amount owed, with a minimum of €115. In the event the claim is referred for collection to external parties these costs can derogate from the abovementioned.

Article 5 - Transfer of ownership, retention of title, granting/transfer of rights

Goods that are delivered to the purchaser remain the property of the supplier and any rights to be granted or to be transferred are retained by the supplier for as long as the purchaser has not fully fulfilled the financial consideration, which the purchaser owes to the supplier on the basis of the agreement entered into with the supplier related to the delivery of goods or provision of service. Insofar as is common practice in the context of usual business operations, the purchaser can resell such goods.

Article 6 - Risk

The supplier carries the risk of the goods until the time when they are brought into the actual power of disposition of the purchaser, or of the agents used by the purchaser.

Article 7 - Liability and guarantee

7.1 With regard to shortcomings, which occur within a legal relationship to which these terms and conditions apply (including any unlawful act), the supplier exclusively accepts limited liability and a guarantee obligation on the basis of the following conditions: a. The liability for shortcomings is limited to the financial damage as a result of death, personal injury, or decrease in value due to damage of goods, up to an amount not exceeding € 450,000 per incident or series of related incidents. This applies when the damage concerned is caused by a fault attributable to the supplier or persons for whom the supplier is obliged to accept liability. b. The supplier will repair or replace free of charge the goods made available by the supplier, which, other than as a result of causes that are at the expense of the purchaser, appear to have a defect. If the services provided by the supplier appear to be inadequate, the supplier will adequately execute the services concerned at a later date, free of charge. The supplier will be the owner of the replaced goods or parts. Insofar as the defect of the goods made available or the services provided lies in the infringement of any intellectual property right, the supplier can fulfil the obligation in question by removing the objection concerned or (at its discretion) by repossessing the goods concerned or undoing the services concerned in exchange for repayment of that which has been paid for this as a consequence of making the goods available. The obligations referred to regarding this matter under a and b only apply if the purchaser reported the shortcomings concerned to the supplier within a reasonable period after the discovery thereof. The guarantee obligation referred to under b terminates 2 years after the date on which the goods concerned are delivered, unless agreed otherwise. 7.2 The purchaser will not rely on, or enforce, any rights if, as a result of this, in cases to which subclause 1 and subclause 2 of this article apply, the supplier would have to deliver farther-reaching goods and services than foreseen in this article. 7.3 The provisions of this article also apply for the benefit of all legal entities/natural persons whom the supplier engages during the legal relationship with the purchaser. 7.4 The purchaser indemnifies the supplier against all possible claims by third parties related to damage that, pursuant to the provisions of this article, would remain at the expense of the purchaser if the third parties concerned were to sue the purchaser. 7.5 The liability in the event of an unlawful act is limited to the coverage offered by insurance. The limitations of liability included in this article do not apply if and insofar as it concerns an act of intention or wilful recklessness.

Article 8 - Intellectual property

The supplier takes all precautions that are reasonably required to prevent that the goods and services to be delivered and provided cannot infringe any intellectual property rights of a third party applicable in the Netherlands. If the supplier can still be blamed for the fact that infringement of such a right has occurred, the supplier, without prejudice to the limitations specified in article 7, will take back the delivered goods in exchange for crediting of the acquisition costs, or will ensure that the purchaser can continue to use the delivered goods, or similar other goods, without hindrance, provided that the purchaser enables the supplier in a timely manner to protect the interests of the supplier vis-a-vis those who are enforcing these intellectual property rights.

Article 9 - Force majeure

In the event circumstances occur that make the fulfilment of the obligations of parties, as this could be expected in the event of the usual completion of the transaction concerned, onerous to such an extent that it cannot be assumed that parties would also have accepted the obligation concerned if the circumstances in question had existed, the obligations concerned will be mutually suspended. If a situation as referred to in the previous sentence has lasted longer than ninety days, parties will have the right to terminate the agreement by means of a letter in writing within ninety days after the event. That which has already been performed pursuant to the agreement will in that case be settled pro rata without parties owing anything to each other.

Article 10 - Termination

If one of the parties applies for moratorium or is insolvent, the other party will have the right to terminate the concluded agreement by means of a written notice, or (at its discretion) to have the fulfilment of its obligations ensuing from the agreement suspended. All payments owed to the party entitled to give notice of termination will be immediately due and payable in that case. Rights concerning the non-fulfilment of obligations will be retained in full by the party concerned.

Article 11 - Disputes

All disputes arising between parties as a result of the agreement and the present general terms and conditions, including those that are only considered to be a dispute by one of the parties, will be exclusively submitted to the court with competent jurisdiction in the district in which the principal establishment of the supplier is situated. If all parties involved so wish, they can submit disputes to the Netherlands Arbitration Institute in accordance with the regulations of the Netherlands Arbitration Institute.

Article 12 – Applicable law

Dutch law exclusively applies to all situations to which these terms and conditions apply. In the event of voidness of one or more provisions ensuing from a legal relationship applicable between parties, the parties will be bound to rules with a meaning and effect as close as possible to the void provision(s). This meaning and effect will not be affected by any voidness.

Article 13 - Concluding provision

These general terms and conditions envisage a reasonable arrangement of the legal relationships between the supplier and the purchaser. Insofar as circumstances might occur in which these terms and conditions, or any provision thereof, might result in unreasonable outcomes, these terms and conditions will to that extent lack applicability, or at least will be interpreted in the light of reasonableness and fairness. General contract terms addressed to purchasers and resellers.