GENERAL TERMS AND CONDITIONS

for goods delivered and services

1. Definitions

1.1 Purchaser: natural persons, legal entities, and individuals acting in the exercise of their business or profession, who are the other party to quotations, offers, communications, and agreements.

1.2 Consumer Purchases: purchases relating to movable property concluded between the supplier and a purchaser, a natural person, who is not acting in the exercise of a profession or business.

1.3 Supplier: The House of Carrynette, Leeuwarden

1.4 Agreement(s): contractual relationship(s) whereby The House of Carrynette supplies goods, provides services, executes orders, or carries out work.

2. Applicability of General Terms and Conditions

2.1 Unless expressly stated otherwise in writing, these General Terms and Conditions apply exclusively to all agreements, quotations and acceptance thereof, offers, communications, contractual relationships, and acceptance of orders by The House of Carrynette, regardless of any (previous) reference by the buyer to their own or other General Terms and Conditions. The House of Carrynette expressly rejects the General Terms and Conditions declared applicable by the buyer and has therefore never accepted them. Any deviations from these General Terms and Conditions must be expressly agreed upon in writing with The House of Carrynette.

2.2 These General Terms and Conditions also apply to any subsequent or follow-up agreements between the parties.

3. Offer and Acceptance

3.1 All quotations/offers made by The House of Carrynette are non-binding and valid for a period to be specified by The House of Carrynette. Even after timely and full acceptance of the quotation, it may be revoked by The House of Carrynette within twelve (12) full business days of receipt of acceptance.

3.2 The agreement is concluded as soon as The House of Carrynette has received acceptance of the offer, or The House of Carrynette has commenced performance of the agreement without prior written acceptance.

3.3 If the acceptance contains reservations or changes to the offer, notwithstanding the provisions of the previous paragraphs, the agreement will only be concluded if The House of Carrynette has notified the buyer in writing that it agrees to these deviations from the offer.

3.4 All price lists, brochures, and other information provided with an offer are described as accurately as possible and therefore cannot be considered a guarantee. These are only binding for The House of Carrynette if The House of Carrynette has expressly confirmed this in writing.

3.5 Each agreement is entered into by The House of Carrynette under the condition precedent that the buyer—at The House of Carrynette's sole discretion—demonstrates sufficient creditworthiness to fulfill the financial obligations under the agreement.

3.6 For work for which, due to its nature and scope, no quotations or order confirmations are sent, the invoice will also be considered the order confirmation, which is also deemed to accurately and completely reflect the agreement. The House of Carrynette's administration is final in this regard.

4. Amendments

4.1 Any subsequent additional agreements or amendments to the agreement or these terms and conditions, as well as (verbal) agreements and/or commitments made by The House of Carrynette staff or on behalf of The House of Carrynette by salespeople, agents, representatives, or other intermediaries of The House of Carrynette, are only binding on The House of Carrynette if confirmed in writing by The House of Carrynette.

5. Intulactual Property

5.3 Without prior written permission from The House of Carrynette, the Purchaser is not authorized to publish or reproduce the products referred to in paragraph 2, nor to use them for any purpose other than that for which or to whom the products in question are intended. This prohibition also includes the express or implied permission of the aforementioned actions.

5.4 The House of Carrynette is not liable for claims and/or demands from third parties due to infringement of their copyrights, patents, licenses, trademarks, models, and other rights of any kind in connection with services provided and products delivered by The House of Carrynette, if the Purchaser has infringed those rights by using data (carriers), documents, or objects provided to The House of Carrynette by or on behalf of the Purchaser in fulfillment of the agreement. The Purchaser fully indemnifies The House of Carrynette against such claims and/or demands.

6. Delivery and Delivery Time

6.1 Unless otherwise agreed, delivery will be ex works/warehouse of The House of Carrynette. The time of delivery is the moment the goods leave The House of Carrynette's premises/warehouse, at which point the risk of the goods passes to the buyer. Free delivery will only take place if and to the extent that The House of Carrynette expressly indicates this in writing, on the invoice or otherwise.

6.2 The buyer is obligated to inspect the delivered goods and/or their packaging for any shortages or damage immediately upon delivery, or to carry out this inspection after The House of Carrynette has notified the buyer that the goods are available.

6.3 Any shortages or damage to the delivered goods and/or packaging present upon delivery must be noted by the purchaser on the delivery note, invoice, and/or shipping documents. Failing to do so, the purchaser will be deemed to have approved the delivery. Complaints regarding this matter will not be considered.

6.4 The House of Carrynette is entitled to deliver in installments (partial deliveries), which it may invoice separately; in such cases, the purchaser is obligated to pay in accordance with Article 10 of these terms and conditions.

6.5 Unless expressly agreed otherwise, stated delivery times are approximate and are never to be considered final deadlines. Exceeding the delivery time for any reason does not entitle the buyer to compensation or to terminate the agreement.

6.6 If no delivery time has been agreed/stated, a period of 10 weeks after order confirmation applies. In the event of an overdue delivery time, the buyer is only entitled to notify The House of Carrynette of this overdue delivery by registered letter, and must provide The House of Carrynette with a final delivery period of at least 10 business days, which period commences upon receipt of the relevant notice of default.

6.7 If the goods have not been collected by the buyer after the delivery time has expired, they will be stored at their disposal, at their expense and risk. After a period of four weeks, The House of Carrynette is entitled to sell these goods (privately). Any resulting loss of proceeds and costs will be borne by the buyer, without prejudice to all other rights of The House of Carrynette.

6.8 The buyer is obligated to reimburse The House of Carrynette for storage costs at The House of Carrynette's customary rate, or, if no such rate exists, at the industry-standard rate, from the time the goods are ready for shipment, or, if later, from the delivery date agreed upon in the agreement.

7. Packaging and Shipping

7.1 Unless the buyer has provided The House of Carrynette with further instructions, the method of transport, shipping, packaging, etc., shall be at the buyer's expense and risk, without The House of Carrynette accepting any liability for this. Any specific requests the buyer may have regarding transport/shipment will only be fulfilled if the buyer has agreed in writing to bear the additional costs. If the carrier requires that the consignment notes, shipping addresses, etc., include a clause stating that all transport damage is at the sender's expense and risk, The House of Carrynette will sign the documents in the buyer's name.

7.2 The goods will be delivered by The House of Carrynette to The House of Carrynette's location, or shipped for delivery to the agreed-upon location or locations in the manner specified in the order or subsequently agreed upon.

7.3 If The House of Carrynette has provided reels, pallets, packages, crates, containers, etc. for packaging and transport, or has had them provided by a third party – whether or not in exchange for a deposit or security deposit – the buyer is obligated (unless the packaging is disposable) to return these reels, etc., to the address specified by The House of Carrynette within a maximum of three months. If the buyer fails to do so, they will be liable to pay damages to The House of Carrynette without further notice of default.

8. Transfer of Ownership and Risk

8.1 Except as provided in paragraph 2 of this article, ownership and risk for the goods will pass to the buyer upon delivery from The House of Carrynette.

8.2 As long as the buyer has not paid the full purchase price, including any additional costs, or has not provided security for this, The House of Carrynette retains ownership of the goods. In that case, ownership will only pass to the buyer once the buyer has fulfilled all its obligations under or in connection with agreements for the delivery of goods or the performance of services to The House of Carrynette. The retention of title also applies to any claims that The House of Carrynette may acquire against the buyer due to the buyer's failure to fulfill one or more of its obligations to The House of Carrynette. If the purchaser fails to pay any debt arising from or in connection with the aforementioned agreement in a timely manner, or to provide adequate security for the fulfillment of the debt in a timely manner, The House of Carrynette shall be entitled to repossess any goods still belonging to it on its own authority, and The House of Carrynette shall not be liable for any damages.

8.3 The Purchaser is obligated to store the goods delivered under retention of title with due care and as identifiable property of The House of Carrynette. The Purchaser 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 The House of Carrynette upon first request. All claims of the Purchaser against the insurers of the goods under the aforementioned insurance policies will, as soon as The House of Carrynette so requests, be pledged by the Purchaser to The House of Carrynette in the manner specified in Article 3:239 of the Dutch Civil Code, as additional security for The House of Carrynette's claims against the Purchaser.

9. Prices

9.1 Unless expressly agreed otherwise, prices are: - based on the purchase price applicable at the time of the quotation or order date, taking into account the exchange rate at the time of ordering, wages, labor costs, special and government charges, freight, insurance premiums, and other costs; - based on delivery ex works at The House of Carrynette, warehouse, or other storage facility; inclusive of VAT, other taxes, levies, and duties; - exclusive of transport and insurance costs; - stated in euros.

9.2 Unless otherwise stated, all price quotes are subject to price changes. In the event of an increase in one or more cost price factors that could not have been properly or adequately anticipated or overseen at the time the agreement was concluded, The House of Carrynette is entitled to pass these higher costs on to the customer.

9.3 Unless expressly agreed otherwise, prices for the provision of services or the execution of work are based on performance of the agreement within The House of Carrynette's normal working hours on normal working days. If, through no fault of The House of Carrynette, work must be performed outside of The House of Carrynette's normal working hours or normal working days, The House of Carrynette is entitled to pass on the associated additional costs to the customer.

10. Payment

10.1 Unless a separate agreement has been made, payment will be made in euros, in the manner specified by The House of Carrynette.

10.2 Payment must be made no later than fourteen (14) calendar days after the date of the invoice, which is sent after the agreement is executed—or, in the case of partial execution, after the execution of a portion of the agreement—unless otherwise stated on the invoice.

10.3 The House of Carrynette may request compensation from the purchaser for costs charged to The House of Carrynette in connection with a payment made by the purchaser.

10.4 If The House of Carrynette deems it desirable, it is entitled, at or after entering into the agreement, to request payment in advance or payment in cash upon delivery, in deviation from the agreed payment arrangement. The Purchaser must, upon first request by The House of Carrynette, provide adequate security, at The House of Carrynette's discretion, within a period to be specified, that both the payment and other obligations will be met.

10.5 If The House of Carrynette refuses to pay or provide security, it is entitled – at its discretion – to suspend or terminate the performance of the agreement, without prejudice to its other rights.

10.6 In the event of more than one purchaser, all purchasers are jointly and severally liable to The House of Carrynette. Even if two or more (legal) persons succeed purchasers in debt, these (legal) persons are jointly and severally liable to The House of Carrynette.

10.7 If the agreement cannot be performed within the agreed term(s) due to circumstances attributable to the buyer, this will not suspend the buyer's payment obligation. The buyer remains obligated to pay at the agreed time.

10.8 In the event of late payment, the buyer will owe interest on the amount due, equal to the statutory interest plus 2%, from the date the payment term is exceeded until the date of full payment.

10.9 The buyer expressly waives their right to offset.

10.10 If the buyer's assets are seized, a petition is filed by or against the buyer seeking bankruptcy (whether or not by filing a petition), or if the buyer files a petition with the court seeking a (provisional) suspension of payments or the applicability of the Debt Restructuring for Natural Persons Act, all debts owed to The House of Carrynette will become immediately due and payable in full.

10.11 The costs of any measures incurred by The House of Carrynette, either judicially or extrajudicially, in connection with the buyer's failure to fulfill its obligations to The House of Carrynette, shall be borne entirely by the buyer. The compensation for collection costs is calculated using the degressive collection rate of the Dutch Bar Association and amounts to a minimum of €500 per collection amount.

10.12 The House of Carrynette is not obligated to return any items held by The House of Carrynette for processing or repair to the buyer until the buyer has paid all amounts owed to The House of Carrynette, regardless of the reason.

10.13 If the goods are stored as referred to in Article 6.7, the buyer remains obligated to pay the purchase price at the time specified in paragraph 2.

11. Complaints

11.1 Complaints regarding the performance of the agreement, other than the defects and damage referred to in Article 6.3, must be submitted in writing, fully and clearly described, to The House of Carrynette within fourteen (14) business days after the customer has discovered or could have discovered the defects. Complaints must in any case be submitted no later than six (6) months after the date of performance of the agreement. Failure to submit a complaint on time may result in the customer losing their rights in this regard.

11.2 If the customer has not submitted a complaint within the period referred to in paragraph 1, they can no longer invoke the defect in the performance. However, exceeding the period referred to in the previous paragraph is excusable if the excess cannot be attributed to the customer.

11.3 Complaints do not release the buyer from their payment obligations to The House of Carrynette.

11.4 No complaints will be accepted regarding delivered goods that meet the specified quality standards but prove unsuitable for the purpose for which the buyer intends to use them.

11.5 Complaints about invoices must also be submitted in writing within 8 (eight) business days of the invoice date.

11.6 If The House of Carrynette finds the complaint to be justified, it is solely obligated to repair, replace, or credit the defective goods, at The House of Carrynette's discretion. The buyer is not entitled to any compensation whatsoever.

11.7 Returns of delivered goods are only permitted with prior written consent from The House of Carrynette and must always be made carriage paid.

11.8 The terms stated in this article apply in full. The terms stated in the "European Directive on certain aspects of the sale of and associated guarantees for consumer goods" and the legislation based thereon do not apply to our agreements with the Buyer if the purchase is not a consumer purchase.

12. Force Majeure

12.1 The House of Carrynette is not obligated to fulfill any obligation if it is unable or no longer able to perform the agreement due to circumstances beyond the control of The House of Carrynette, whether foreseeable or not. Circumstances beyond the control of The House of Carrynette include, in any case: war or a similar situation, mobilization, riots, strikes, excessive absenteeism of The House of Carrynette's employees, occupation of premises, blockades, boycotts, illness, non-attributable fire or failure of the electricity, gas, or water supply, late performance by The House of Carrynette's suppliers or assistants, government measures, etc.

12.2 If a situation as described in the previous paragraph occurs, The House of Carrynette will notify the customer. The parties will consult on a possible adjustment to the agreement. If the parties fail to reach an agreement (performance of the agreement remains impossible), either party may terminate the agreement, insofar as it has not yet been performed. Performance is deemed permanently impossible if performance of the agreement has been legally or factually impossible for more than sixty (60) consecutive days, or if it is clearly foreseeable that performance of the agreement will be legally or factually impossible during that period.

13. Termination

13.1 If the buyer fails to fulfill one or more of their obligations under the agreement, fails to fulfill them on time, or fails to fulfill them completely, The House of Carrynette is entitled, without further notice of default or judicial intervention and without being liable for any damages, to suspend delivery of the products and/or terminate the relevant agreement with immediate effect, without prejudice to all other rights to which The House of Carrynette is entitled.

13.2 The House of Carrynette may, in addition to the other rights to which The House of Carrynette is entitled, terminate the agreement with the purchaser at any time without further notice of default and judicial intervention and without liability to the purchaser with immediate effect if the purchaser is unable to pay their due debts or leaves their due debts unpaid, becomes insolvent, if the purchaser’s bankruptcy is requested (whether or not through their own declaration), if (provisional) suspension of payments is requested, if an application is filed with respect to the purchaser seeking to declare the Debt Restructuring (Natural Persons) Act applicable, in the event of the purchaser’s death, or if the purchaser ceases their business and/or if their assets are seized which are not lifted within 30 days of the date of seizure or in the event of force majeure or comparable circumstances.

14. Liability/Warranty

14.1 The House of Carrynette is not liable for any damage suffered by the customer, regardless of the cause, including all direct and indirect damage, such as consequential damage or business interruption, unless this damage is caused by intent or deliberate recklessness on the part of The House of Carrynette. If The House of Carrynette is liable, The House of Carrynette will only reimburse damage that the customer demonstrates is a direct consequence of the event for which The House of Carrynette is legally liable, if and to the extent that the insurance policy taken out by The House of Carrynette covers this damage.

14.2 The compensation to be paid by The House of Carrynette to the buyer is in any case limited to the amount paid out in the relevant case under the insurance referred to in paragraph 1.

14.3 The House of Carrynette is never liable for damage caused by intent or deliberate recklessness if The House of Carrynette has sold and delivered goods or performed services that, according to the state of knowledge at the time of the sale and delivery or performance of the services, would not have led to liability within the meaning of paragraph 1 of this article.

14.4 The House of Carrynette is not liable for damage resulting from errors or omissions of third parties who, with the buyer's consent, have been commissioned by The House of Carrynette to supply materials or perform services and/or work. Furthermore, The House of Carrynette is not liable for damage resulting from goods supplied by third parties, unless The House of Carrynette can recover the damage from the third parties in question.

14.5 The House of Carrynette is never liable if the buyer and/or third parties have made changes to the goods supplied by The House of Carrynette, including repairs carried out by the buyer and/or third parties, or if the buyer has not followed the advice of The House of Carrynette.

14.6 The Purchaser is obligated to indemnify The House of Carrynette against all third-party claims for damages against The House of Carrynette relating to the performance of any Agreement entered into between The House of Carrynette and the Purchaser and the follow-up of recommendations and/or advice made by The House of Carrynette in its investigations, advice, and/or reports.

14.7 The Purchaser is liable for all costs arising from the indemnity referred to in paragraph 6.

14.8 A contractual warranty is only provided if and to the extent indicated in writing by The House of Carrynette and in accordance with the warranty provided by the manufacturer. Compliance with our contractual warranty obligations/complaints constitutes the sole and entire compensation for damages.

14.9 The House of Carrynette expressly excludes the applicability of the "European Directive on certain aspects of the sale of and guarantees for consumer goods" and the legislation based thereon to its agreements with the buyer. The House of Carrynette's liability extends only as stipulated in this article.

14.10 The House of Carrynette accepts no liability whatsoever for advice provided by The House of Carrynette without an explicit agreement based on the provision of advice.

14.11 The House of Carrynette accepts no responsibility or liability whatsoever for drawings, designs, calculations, instructions, materials, and the like provided to The House of Carrynette by or on behalf of the Buyer for the purpose of executing the agreement.

15. Applicable law and competent court

15.1 This agreement is governed by Dutch law.

15.2 Disputes concerning or relating to this agreement that do not fall within the jurisdiction of the subdistrict court will be heard exclusively by the court within whose jurisdiction The House of Carrynette has its principal place of business.

16. Deviating provisions only in the case of consumer purchases

16.1 In the case of a consumer purchase, the mandatory provisions of Title 1 of Book 7 of the Dutch Civil Code prevail over the provisions in these general terms and conditions, to the extent they deviate from the mandatory provisions.