At all offers and agreements of Hanwel B.V. the General Conditions of Hanwel B.V. applicable.

General terms



Registered with the Chamber of Commerce in Enschede

on November 10, 1995 under entry number 06034296.


These general terns are applicable to all legally valid relations between

Hanwel B.V. and another party by virtue of an agreement or

otherwise. Application of (any) general terms used or appealed to by

the other party are explicitly excluded.


All offers, made in whatever fonn, shall be without obligation during

a maximum period of 3 months, unless there is unambiguous proof to

the contrary. Hanwel B.V. shall not be bound until a written confinnation

of the order has been issued by Hanwel B.V. Any agreements

or promises in advance, which have not been made or accepted

by Hanwel B.V. in writing shall thereby be cancelled. Agreements

and/or promises made by or on behalf of Hanwel B.V. after the confirmation

of the order shall not be binding until they have been confinned

in writing. All information/data provided with the offer shall

remain the (intellectual) property of Hanwel B.V. and shall be returned

at the first request to that purpose. If no offer casu quo confirmation

of the order is sent, the invoice is also to be regarded as a confinnation

of the order. Any agreement is concluded under the contingent

condition that the other party – exclusively at our discretion –

proves to be sufficiently worthy of credit for an equal compliance with

the agreement.

  1. PRICE

The price is based on the prices, rates of exchange, wages, taxes, duties,

charges, freight costs etc. applicable at the moment of concluding

the agreement. Quotations are exclusive of value added tax and any

possible other taxes imposed by the public authorities. In the event of

an increase of any of the above-mentioned occurring within three

months afterthe agreement has been concluded, Hanwel B.V. shall be

entitled to increase the prices agreed upon accordingly. In such a case

the other party shall be authorized to cancel the agreement. The right

to alter the prices agreed upon shall continue to exist even if the increase

occurs as a result of circumstances to be foreseen at the time of

concluding the agreement, all this in compliance with the legal provisions

applicable to the agreement in question. In connection with Article

2 the prices quoted shall only be binding if there is unambiguous

proof of such an intention. In all other cases they are to be regarded as

price indications without obligation.


Unless otherwise agreed upon, delivery shall take place ex-factory/

warehouse. The tenns of delivery stated in offers, order confinnations

and/or agreements are stated to the best of our knowledge and shall be

adhered to as much as possible; however, they shall not be binding. If

these tenns are exceeded, through any cause whatsoever, by a period

shorter than three months at most, this fact shall never give the other

party the right to claim damages, cancellation of the agreement or

non-fulfilment of any obligation on his part ensuing from the agreement,

unless parties have agreed upon a delivery deadline in writing,

which they have specified as such. When the goods sold have not been

accepted by the other party after expiry of the date of delivery, they

shall be stored at his disposal, expense and risk. After a period of 4

weeks we shall be entitled to (private) sale of these goods. Any possible

lower proceeds and expenses shall be for the account of the other

party, without prejudice to our other rights. Hanwel B.V. is entitled to

deliver in parts (partial deliveries), which can be invoiced separately.


In the event of facts or circumstances, whether or not resulting in force

majeure, complicating the fulfilment of the obligations of parties to

such an extent that it is to be assumed that parties would not have concluded

the agreement in question under such or (apl?roximately) similar

circumstances, the obligations concerned shall be suspended on

both sides. If this situation has continued for more than three months,

both parties shall be entitled to terminate the agreement in writing

within a period of three months after this tenn. The part of the agreement

which has already been executed shall be settled proportionately,

without any other obligations among parties. Force majeure is at any

rate understood to include: strike, excessive absenteeism among our

personnel, transport problems, fire, government measures, including

import and export prohibitions, quota restrictions and interruptions of

work at our company casu quo our suppliers, as well as a shortcoming

– whether or not imputable – on the part of our suppliers due to which

we cannot meet our obligations towards the other party (any longer).

We shall also be entitled to appeal to force majeure if the circumstance

causing the force majeure occurs after our perfonnance should have

been executed.


Complaints about immediately visible defects shall be notified by the

other party to Hanwel B.V. by registered letter, specifying the details

of the defect as accurately as possible, within eight days after delivery

or after execution of the services in question, at least within a practicable

period of time after he has or should reasonably have discovered

the defect; if this tenn is exceeded, any claim against Hanwel

B.V. shall be cancelled. The fact that a complaint has been lodged

shall never relieve the other party from his obligations of payment.


7 .1. All payments shall be made within thirty days after the invoice date,

unless otherwise agreed upon in writing.

7.2. lf the other party fails to pay within the tenn of thirty days, he shall be

in default from the date of maturity and shall owe Hanwel B.V. an interest

for delay amounting to 1.5% per (part of a) month, or, if the

amount of the legal interest plus 3% is higher than 1.5% per month,

the legal interest increased by 3% per month on the total amount payable.

7.3. All reasonable collecting charges incurred by Hanwel B.V” including

all costs of external experts, apart from any costs possibly detennined

in court, shall be for the account of the other party. The collecting

charges out of court shall be fixed in accordance with the collecting

rates of the Dutch Bar applicable at the moment of collection, with a

minimum off 250.-.

7.4. Any payment made by the other party shall primarily serve as settlement

of the interest owed by him as well as of the collecting charges

and/or administrative expenses incurred by us and shall subsequently

be deducted from the longest outstanding claim.


8.1. As long as the other party has not fully complied with the obligations

he has by virtue of the agreement(s) concluded with Han wel B.V. with

respect to the goods to be supplied or the work to be executed, all the

goods, either processed or unprocessed, shall remain the property of

Hanwel B. V” until the obligations of payment concerned have been

fully met. lf Hanwel B.V. executes work for the other party within the

framework of the aforesaid agreements and payable by the other party,

the aforesaid retention of title shall apply until the other party has also

paid these claims of Han wel B.V. Retention of title shall also apply to

any claims that Hanwel B.V. might acquire against the other party on

account of failure by the other party to meet one or more of his obligations

towards Hanwel B.V.

8.2. As long as ownership of the goods delivered has not been transferred

to the other party, he shall not be allowed to pledge these goods or to

give third parties any other claim to them besides sale within the

framework of normal business operations.

8.3. In advance Hanwel B.V. hereby reserves rights oflien, as referred to in

Article 3 :237 Dutch Civil Code, on goods delivered of which the ownership

has been transferred to the other party as a result of payment

and which are still in the possession of the other party, to the

greater security of claims other than those laid down in Article 3:92

paragraph 2 Dutch Civil Code, which Han wel B, V. might have against

the other party on whatever account.

8.4. The other party is obliged to store the goods supplied under retention

of title with the necessary caution and recognizable as being the property

of Hanwel B.V. During the period of retention of title the other

party is obliged to insure the goods against fire-, explosion- and water

damage as well as against theft, and to submit the policies of these

insurances to Hanwel B.V. for their inspection at their first request

thereto. All claims of the other party against the insurers of the goods

on account of the insurances mentioned shall be pledged to Hanwel

B.V. by the other party as soon as Hanwel B.V. should desire so, in the

manner referred to in Article 3:239 Dutch Civil Code, to the greater

security of the claim of Hanwel B.V. against the other party.

8.5. In the event of the other party’s failure to pay, Hanwel B.V. shall be

entitled, without any notice of default being required, to take the

goods back, without prejudice to its possible claims to cancellation,

fulfilment or (full) compensation.


Regardless of the agreements made between Hanwel B.V. and the

other party with respect to transport costs and insurances, the goods

shall remain at the risk of Hanwel B.V. until the point of time when

the power of disposing of them has actually been transferred to the

other party or an authorized agent appointed by him. If no further details

have been provided by the other party, the mode of transport, despatch,

packing and the like shall be determined by us with due diligence,

without accepting any liability for it. Transport of the goods

shall invariably be at the expense and risk of the other party, even if

the transporters should claim the existence of a clause in the consignment

notes, transport addresses and the like, stating that all transport

damage is at the expense of sender.


10.1. Hanwel B.V. shall not be liable for darnage through any cause whatsoever

arisen on the part of the other party or a third party in connection

with the goods or services supplied by Hanwel B.V., including consequential

damage to moveable or immoveable property, or damage

caused by inexpert use of the goods supplied or use for ·a purpose

other than the one they are suitable for according to objective standards,

unless this damage has been caused deliberately or by gross negligence

on the part of the Board of Directors and/or managers of

Han wel B.V. or of persons for whom Hanwel B.V. is obliged to accept


10.2. If the exoneration clause defined in Article 10.1 should be deemed

unreasonably onerous in any instance, Hanwel B.V. shall only have

limited liability for the damage referred to in the preceding paragraph.

This liability is limited to an amount not exceeding the amount

charged casu quo to be charged by Han wel B.V. by virtue of the agreement

concluded with the other party and exclusively in sofar as it concerns

damage for which Hanwel B.V. is to blame, or persons for

whom Hanwel B.V. is obliged to accept liability.

10.3. If the exoneration clause defined in Article 10.2 should also be

deemed unreasonably onerous in any instance, the liability of Hanwel

B.V. shall be limited to the amount insured by the liability insurance

of Hanwel B.V. If required, the amount for which Hanwel B.V. is

insured will be made known.

10.4. The obligations of Hanwel B.V. referred to above shall only apply

when the other party has notified Hanwel B.V. of the shortcoming in

question, including possible tort, within a practicable period of time

after discovery of it.

10.5. Any liability on account of shortcomings, including possible tort or

defects, other than those referring to damage as a result of death,

bodily harm or reduction in value due to business damage shall be excluded.

As examples we mention: liability due to exceeding the terms

of delivery, due to interruption(s) in a production or distribution

process or in an administrative organization, due to loss of or damage

to data carriers or data files, damage due to an infringement of rights

of intellectual ownership and all forms of so-called consequential


10.6. The provisions in this Article shall also apply for the benefit or in favour

of all (corporate) persons employed by Hanwel B.V. in its relations

with the other party.

10.7. The other party shall indemnify Hanwel B.V. against all claims by

third parties with respect to damage which by virtue of the provisions

of this Article would remain at the expense of the other party, if the

third party in question were to hold the other party liable.


11.1. Goods supplied or made available by Hanwel B.V. which prove to be

defective in consequence of causes other than those which are at the

expense of the other party, to be proved by the other party, will be

repaired or replaced by Hanwel B.V. – at its discretion – free of charge.

The costs of (dis)assembly of an item, necessary to ascertain any

defect to goods supplied or made available by Hanwel B.V., shall be at

buyer’s expense. The same applies mutatis mutandis to services

provided by Hanwel B.V.

11.2. The replaced item or components shall be the property of Hanwel

B.V. In sofar as deficiency of the item supplied or made available or of

the service(s) executed entails an infringement of any right of intellectual

property, Hanwel B.V. will be able to comply with the obligation

defined in this Article by removing the objection in question, by

taking the item in question back, or by cancellation of the services in

question, in the last two cases against a refund of the sum paid for

having made them available.

11.3. The obligation referred to in this Article shall only apply when the

other party has properly notified Hanwel B.V. of the deficiency or

defect within a practicable period of time after the discovery thereof.

Unless otherwise agreed upon, the obligation of guarantee shall terminate

six months after the date on which the item in question has been

delivered casu quo the service in question has been executed. Any possible

claims to guarantee shall exclusively apply to the other party

under contract with Hanwel B.V. They shall at any rate terminate in

the event of theft by the other party of the goods supplied.

11.4. The obligation of guarantee of Hanwel B.V. shall be null and void if

the other party itself executes alterations in or repairs to the goods

supplied or instructs third parties to do so, or if the goods supplied are

used for purposes other than the regular ones, or if they are otherwise

inexpertly used or maintained.

11.5. In connection with the provisions in the preceding Article, any further

liability of Hanwel B.V. is excluded. Compliance with the obligations

of guarantee by Hanwel B.V. shall apply as sole and full compensation.

11.6. If the other party fails to comply with one or more obligations ensuing

from the agreement existing between parties, Hanwel B.V. shall be

entitled to suspend the fulfilment of its obligation of guarantee or of

any other obligation ensuing from the agreement, unless the shortcoming

of the other party is so trivial that a suspension of the obligations

of Hanwel B.V. is not justifiable.


If one of the parties to the agreement(s) should die, be placed under

legal control, apply for a moratorium, proceed to assignment, is

declared bankrupt, or if all or part of his property is attached, the other

party shall be entitled to deciare the agreement(s) concluded dissolved

by a single written notification, or to suspend fulfilment of the obligation

on his part, all this at his discretion. In the aforesaid situation all

obligations of payment shall become immediately claimable. The

rights and claims on account of non-fulfilment of obligations shall be

reserved to the party in question uncurtailed.


All disputes, including disputes considered as such by one party only,

barring the authority of parties to elicit judgement by the President of

the District Court in summary proceedings, shall only be referred to

the competent court in the District of Almelo, with the exception of

disputes of which the cantonal judge is informed in the first instance.


Dutch law shall exclusively apply to all agreements of Hanwel B.V.

with the exception of the Treaty of the United Nations on international

purchase agreements with respect to moveable property (Vienna Purchase



The quality assurance system of Hanwel B.V. has been certified in accordance

with ISO 9002. No trade goods supplied by Hanwel B.V.

shall fall under the scope of this certificate.



16.1 The agreements and general terms of Hanwel B.V. are aimed at (a)

reasonable legal relation(s) between Hanwel B.V. and the other party.

In the event of nullity of one or more provisions ensuing from a legal

relationship existing between Hanwel B.V. and another party, parties

shall be bound by rules of similar import which are not null and void.

16.2 In the event of discrepancies between the English and Dutch version

of the General Terms, the Jatter shal prevail at all times.