STANDARD TERMS of Verbunt Hockey B.V. (non consumers)

Article 1: Definitions

1.1. In these Standard Terms the terminology below is used in the meaning given next to it, unless explicitly stated otherwise.

User: Verbunt Hockey B.V., hereinafter also to be referred to as: Verbunt Hockey, is the User of these Standard Terms.

Buyer: User’s other party acting in the performance of a profession or business, such to include the hockey club(s) to which Verbunt Hockey sells and supplies goods, provides services etc.

Agreement: The agreement between User and Buyer.

Article 2: Applicability

2.1. These Standard Terms apply to all legal relationships between User and Buyer, such to include any offer, quotation and agreement between User and Buyer in respect of which User has declared these Standard Terms applicable, in so far as parties have not explicitly departed from these Standard Terms in writing.

2.2. These Standard Terms apply equally to all agreements with User requiring the engagement of third parties.

2.3. Departures from these Standard Terms are valid only if explicitly agreed in writing.

2.4. Applicability of Buyer’s purchasing or other conditions is explicitly rejected.

2.5. If one or more of the provisions in these Standard Terms are void or prove to be void then the other provisions of these Standard Terms will remain in full force and effect. In such an eventuality User and Buyer will enter into consultation in order to agree new provisions to replace the void or voided provisions, whereby purpose and purport of the original provision will be optimally respected.

Article 3: Offers and Formation of the Agreement

3.1. Any offer made by User is without obligation, unless an acceptance period is explicitly stated in or in connection with such a quotation.

3.2. The prices in said offers/quotations are exclusive of VAT and other government charges with the exception of quotations/offers made to hockey clubs/associations whose prices are inclusive of VAT, and any costs such as shipping and administration costs associated with the agreement are exclusive of VAT as well, unless otherwise agreed.

3.3. The offer is based solely on the information supplied by Buyer for that purpose, and User may rely on its accuracy and completeness. Buyer guarantees both accuracy and completeness of said information.

3.4. Formation of the agreement between User and Buyer is realized in one of the ways and at one of the moments below:

a) either, if no order confirmation is sent, at the moment when an offer made by User has been explicitly, without any modification, accepted by Buyer either orally or in writing;

b) or, if an order confirmation is sent, at the moment when the order confirmation sent to Buyer has been returned to User, signed in agreement by the latter;

c) or, if the order awarded by Buyer has or has not been preceded by an offer from

User, at the moment when User has started performing the order.

Either party is free to provide evidence of formation of the agreement by a different procedure and/or at a different moment.

Article 4: Performance of the Agreement

4.1. User will perform the agreement with all due care of a prudent contractor. User does not, however, guarantee a specific result.

4.2. The periods stated by User are always target periods, and not absolute deadlines. Exceeding such periods does not render User liable for any damages, nor does it entitle Buyer to dissolve the agreement, unless the situation involves intent or comparable gross negligence on the part of User.

4.3. In the event of untimely delivery, User must be given notice of default by Buyer before User can be regarded as being in default.

4.4. If and in so far as proper performance of the agreement requires, User is entitled to have certain activities performed by third parties.

4.5. Buyer ensures timely supply to User of all information which User makes clear are required or which Buyer reasonably ought to know are required for the performance of the agreement. If the information required for the performance of the agreement has not been supplied to User on a timely basis then User will be entitled to suspend the performance of the agreement and/or bill Buyer, at the usual rates, with the extra costs associated with the resultant delay.

4.6. The communication between User and Buyer can occur (in the context of performing the agreement) via email. User may accept the email address stated by Buyer as accurate. A communication sent via email will be regarded as having been received by Buyer, if User has received from Buyer (via email) a confirmation of receipt of the communication or if User otherwise becomes aware of receipt of the communication by Buyer. In case of doubt regarding accuracy or completeness of a communication received via email, the content of the communication sent by User will be decisive. - 2 -

 

Article 5: Delivery

5.1. Delivery is realized ex factory/store/warehouse of User.

5.2. Buyer is obligated to take delivery of the goods at the moment that User delivers or causes to deliver said goods at his premises, or at the moment that these are placed at his disposal as per the agreement.

5.3. If he refuses to take delivery or is negligent with supplying information or instructions required for making the delivery, then User will be entitled to put the goods in storage for Buyer’s account and risk.

5.4. In the event of orders with a purchase value lower than € 350.- exclusive of VAT, the transport costs are for Buyer’s account, unless explicitly agreed otherwise in writing. In the event of orders with a purchase value higher than € 350.- exclusive of VAT, the transport costs are for User’s account, unless it concerns exceptionally voluminous transports or international shipments whose costs are for Buyer’s account. Hockey clubs/associations benefit, as per specific arrangement, from different shipping rates.

5.5. The risk associated with the goods passes to Buyer at the moment that legally and/or factually delivery of them is made to Buyer and they consequently come under the control of Buyer or of a third party to be designated by Buyer.

Article 6: Price and Costs

6.1. The price is exclusive of VAT (for hockey clubs/associations, inclusive of VAT) and any costs to be incurred in the context of the agreement.

6.2. User is entitled to increase this price, for instance in the event of a modification of or supplement to the agreement.

6.3. Furthermore, User is entitled to pass on price increases if between the moment that the offer is made and the moment that delivery is made the rates in respect of e.g. wages or other costs have increased.

Article 7: Payment

7.1. Payment must be made within 30 days upon invoice date, by a procedure to be designated by User and in the currency in which the invoice is expressed, without deduction, discount or setoff being permitted. Objections to invoice amounts will not suspend the payment obligation.

7.2. If Buyer remains in default with payment within the 30-day period then Buyer will be in default by operation of law. In such an eventuality Buyer will owe interest payments of 1.5% per month, unless the legal interest is higher, in which event the legal commercial interest rate shall apply. The interest over the due and payable amount will be applied as from the moment when Buyer is in default until the moment of full settlement of the amount in question, whereby part of a month will count as a full month.

7.3. In the event of Buyer’s liquidation, bankruptcy, attachment or suspension of payment, the receivables of User on Buyer will be immediately due and payable and Buyer is obligated to inform User immediately of any such liquidation, bankruptcy, attachment or suspension of payment and forthwith afford User the opportunity to exercise its reservation of title through immediate voluntary release of all property supplied by User and at that time still wholly or partially unpaid.

7.4. User is entitled to allocate the payments made by Buyer first to settle the costs, then to settle the interest due, and lastly to settle the principal sum and outstanding interest. User is free to refuse, without this causing it to be in default, an offer to make a payment, if Buyer instructs a different allocation sequence. User can refuse full repayment of the principal sum, if such repayment does not cover the interest due and outstanding, and the costs as well.

7.5. In the event of an overdue instalment, User is entitled to discontinue further deliveries to Buyer until the full outstanding amount from all agreements concluded with User will have been settled. In such an event User is also entitled to ship further goods on a collect on delivery [C.O.D.] basis only.

Article 8: Reservation of Title

8.1. All goods supplied by User remain property of User until Buyer will have fully performed all obligations from all agreements concluded with User, including earlier or older agreements, such at the discretion of User.

8.2. Buyer is not competent to pledge the goods under reservation of title or encumber same in any other way.

8.3. If third parties impose attachment on the goods supplied under reservation of title or intend to establish or assert rights to same then Buyer will be obligated to inform User as soon as reasonably may be expected in this context. Moreover, Buyer is obligated to inform the attaching party and other creditors (who intend to establish or assert rights to the goods supplied under reservation of title) of the legally established reservation of title to the goods supplied by User.

8.4. Buyer undertakes to effect and maintain insurance for the goods supplied under reservation of title against fire, damage from explosion and flooding and against theft, and to make available for inspection on demand the policy of this insurance.

8.5. Goods supplied by User, which are covered by reservation of title as provided sub 1. of this article, may be resold only as part of normal business practice and may never be used as instrument of payment. In the event of reselling, Buyer undertakes to re-establish reservation of title as well.

8.6. In anticipation of User intending to exercise his ownership rights defined in this article, Buyer already now gives unconditional and irrevocable permission to User or third parties to be designated by the latter to enter all those places where the property of User is located and to recover said goods, and Buyer will voluntarily afford every cooperation to ensure the release of all property supplied by User. - 3 -

 

Article 9: Collection Costs

9.1. All judicial and extra-judicial (collection) costs reasonably incurred by User in connection with the non or untimely performance by Buyer of his payment obligations are for Buyer’s account.

9.2. Buyer owes the legal interest over any collection costs incurred.

Article 10: Investigation and Complaints

10.1. Complaints must be reported by Buyer in writing to User within 7 days upon discovery of cause. The letter of complaint must contain an optimally detailed description of the complaint, enabling User to respond adequately.

10.2. If a complaint proves well founded then User is competent, at its own discretion, to either adjust the invoice amount, or supply/provide the product/service again, or refund part of the price already paid without further performing the agreement.

10.3. Failure by Buyer to complain within the period stated in 10.1 above will cause to lapse all his rights and claims regarding the object of which he complained or could have complained within said period.

Article 11: Period of Limitation

11.1. Without prejudice to article 10, if he is of or persists in the view that User’s performance of the agreement was untimely, incomplete or improper, Buyer is obligated to forthwith notify User thereof –unless this has already occurred as per article 10.1- in writing and enforce at law the resultant claims within one year upon dateline of above referenced notification or within one year after said notification should have been made, lacking which all his rights and claims in this regard will lapse through expiry of the above referenced period.

Article 12: Suspension and Dissolution

12.1. In the event of Buyer’s non, improper or untimely performance of any obligation towards User, in the event of Buyer being declared bankrupt or having filed a petition for this purpose with a court, in the event of Buyer filing for suspension of payment or of such having been granted to him, in the event of Buyer’s enterprise being ended or liquidated, in the event of Buyer’s goods being attached, or in the event of Buyer being placed under guardianship, User will be entitled to suspend performance of all his obligations towards Buyer or to dissolve in whole or in part the agreement with Buyer, without any defaulting notice or judicial intervention being required and without itself being obligated to pay any damages, such without prejudice to the other rights of User, including the right to claim damages.

Article 13: Liability

13.1. If User proves to be liable, then such liability will be subject to the limitations as provided in this article.

13.2 User’s liability for Buyer’s damage caused by untimely, incomplete or improper performance of the agreement is limited to at most the (invoice) amount as billed by User to Buyer for the goods supplied and/or the work performed from which arises the cause of the damage, with the understanding that in this context solely the (invoice) amount will be considered relating to the last six months during which said goods were supplied and/or said work was performed. Any damages payable by User to Buyer will however never exceed the amount for which User’s liability in such events is covered by insurance. Such with the exception of events involving intent or comparable gross negligence on the part of User. The definition of User in this and following sub-clauses of this article includes employees and any third parties engaged by him to participate in the performance of the order.

13.3. User is not liable for damage caused by the circumstance that Buyer has failed to satisfy his obligation to inform as provided by article 3.3, unless this damage was caused in part by intent or comparable gross negligence on the part of User.

13.4. User is furthermore not liable for damage caused by acts or omissions of third parties engaged by Buyer in the performance of the order, unless this damage was caused in part by intent or comparable gross negligence on the part of User.

13.5. User is at all times competent to optimally limit or remedy the damage sustained by Buyer, for which purpose Buyer will afford every cooperation.

13.6. Buyer is obligated to optimally limit or where possible remedy his/her damage and/or that sustained by its members.

13.7. User is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage resulting from business interruption. Such with the exception of events involving intent or comparable gross negligence on the part of User.

Article 14: Indemnifications

14.1. Buyer indemnifies User against claims made by third parties regarding intellectual property rights to materials or information supplied by Buyer and used in the performance of the agreement.

14.2 Buyer indemnifies User against claims made by third parties regarding damage in relation with or ensuing from the agreement performed by User, if and in so far as User is not liable towards Buyer in this respect pursuant to article 13. - 4 -

 

Article 15: Force Majeure

15.1. Parties are not obligated to perform any obligation if prevented from doing so by a circumstance that is not attributable to negligence and that is not by virtue of the law, pursuant to a legal act or in accordance with generally accepted practice for either party’s account.

15.2. In addition to the accepted definition thereof at law and in case-law, a force majeure situation in these Standard Terms shall be all external causes, whether anticipated or not, over which User has no control, but as a result of which User is not able to perform the obligations. Work strikes in User’s enterprise to be included.

15.3. In the event of a force majeure situation Buyer cannot claim any damages.

15.4. In the event of a force majeure situation parties will agree on an arrangement regarding the performance of the agreement in question.

15.5. If a force majeure situation results in an exceeding of the agreed date or period then Buyer will be entitled, in departure from sub-clause 4, to dissolve the agreement in question by written notice. Such a dissolution will not have any effect in respect of goods that have already been delivered; payment for goods already delivered will be made by Buyer to User in accordance with article 7 of these Standard Terms.

Article 16: Applicable Law and Disputes

16.1. The Court in User’s registered seat is exclusively competent to hear disputes, unless mandatory rules of law prescribe otherwise.

16.2. All legal relationships between User and Buyer to which these Standard Terms apply are governed by the laws of the Netherlands. Applicability of the Vienna Sales Convention (CISG) is explicitly excluded.

Article 17: Source and Interpretation

17.1. These Standard Terms have been filed with the Brabant Chamber of Commerce, Tilburg Location.

17.2. For purposes of interpretation of content and purport of these Standard Terms, the Dutch language text is at all times decisive.

17.3. Valid at all times is the most recently filed version or, as the case may be, the version valid at the moment of formation of the agreement.

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