1. Applicability
1. These terms and conditions of delivery apply to all offers/quotes, agreements and all obligations arising therefrom made by Sediaverde hereinafter referred to as: Sediaverde, made offers/quotes, agreements and all commitments arising therefrom
2. Deviations from these terms of delivery can only be made in writing and apply only with respect to the specific agreement to which relate

2. Offers/Quotations.
1. All offers/quotes of Sediaverde are without obligation and can be revoked by it at any time, even if they contain a deadline for acceptance. Offers/quotes can also be revoked by Sediaverde in writing within 3 working days of receipt of acceptance in which case no contract is formed between the parties.
2. Offers/quotes can only be requested in writing: nevertheless, Sediaverde has the right to accept a verbal acceptance as if it were made in writing.
3. In offers/quotes of items to be manufactured specially for the Customer, Sediaverde reserves the right to increase or decrease the quantities ordered by the Customer at the time of delivery by a maximum margin of 10% and also to pass this on directly, if necessary for production reasons.
4. That stated in paragraphs 1 to 3 above also applies to additional work to be charged by Sediaverde, including the performance of installation work outside normal working hours and taking additional facilities. In all cases, less work must be agreed in writing.
5. Data included in advertising materials in the broadest sense of the word, such as catalogs, price lists, leaflets, etc. are never binding on Sediaverde.
6. Without prejudice to the provisions of Article 3 and unless expressly agreed otherwise in writing, statements of sizes, weights and other data are estimates that are as reliable as possible.

3. Price
1. All prices charged by Sediaverde are based on the pricing factors known at the time the offer/quotation is issued.
2. Unless expressly agreed otherwise in writing, prices indicated by Sediaverde are always exclusive of VAT and ex warehouse Sediaverde.
3. Sediaverde is entitled to adjust the prices or parts thereof for items or services not yet delivered and/or not paid for in accordance with any changes in price determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
4. Sediaverde is always authorized to adjust prices without delay if a legal price-determining factor gives rise to it.
5. For orders below an order amount of €250 excluding VAT, administration and transport costs of €35 excluding VAT will be charged.
6. The minimum order amount is €25 excluding VAT.
7. Packaging is free of charge, with the understanding that crates and boxes are charged, but will be credited at the calculated value upon postage paid return.

4. Payment
1. Sediaverde is at all times entitled to require security from the Customer for the correct and timely performance of its payment obligations.
2. If the delivery is made in parts, each part may be invoiced separately by Sediaverde, unless otherwise agreed in writing with respect to the Customer.
3. Sediaverde is also entitled to charge the cost of agreed additional work as referred to in Article 2 of these Terms of Delivery and to issue invoices for it.
4. The payment condition is net to cash within thirty days of the invoice date.
5. If the Customer fails to pay within this period, Sediaverde has the right, without a notice of default being required, to charge the Customer Dutch statutory interest for the entire amount due from the due date, without prejudice to Sediaverde's other rights.
6. All judicial and extrajudicial collection costs incurred by Sediaverde to enforce compliance with the Customer's obligation will be borne by the Customer. If the collection is entrusted to a lawyer, the costs will be calculated in accordance with the applicable lawyers' billing rates, which are set and published by the General Council of the Bar Association.
7. All payments must be made to a bank account number in the Netherlands to be designated by Sediaverde.
8. Payments made by the Customer always serve to settle all interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice.
9. Set-off by the Customer is not permitted unless Sediaverde has acknowledged the counterclaim in writing in a cool and unconditional manner.

5. Delivery
1. The place of delivery shall in all cases, unless otherwise agreed in writing, be the Customer's actual place of business or service branch with which it has been contracted.
2. The indication of delivery dates in offers/quotes, confirmations and/or contracts are made to the best of our knowledge and they will possibly be observed, but they are never to be considered as a deadline.

6. Warranty Customer
1. The Customer undertakes to enable Sediaverde to make the delivery.
2. Customer guarantees at its own expense and risk that:
a. Sediaverde is given the cooperation necessary to make the presentation;
b. the expenditure items or services are purchased;
c. delivery can take place under normal working conditions, during normal working hours from 08:00-18:00.
d. work to be carried out by third parties that is not part of the work assigned to Sediaverde has been carried out correctly and on time and that the work to be carried out by Sediaverde is not hindered in any way.
e. light and power current are available at a reasonable distance and that the rooms in which work is being performed are clean, dry and adequately heated;
f. the landed items can be transported to their destination by a suitable elevator or other suitable means of transportation and that transportation of the items is not impeded by the building.

3. If the best goods or services have been offered to the Buyer for delivery, but delivery has turned out not to be possible because the Buyer has failed to fulfil one of the obligations referred to above in paragraphs 1 and 2, it shall be deemed to have been refused. The Customer shall then be deemed to be in default without any further notice of default being required. The day on which acceptance is refused shall be deemed to be the delivery date of the goods or services ordered.
4. Without prejudice to the obligation to pay, in the case referred to in paragraph 3, the Customer is obliged to compensate Sediaverde for the damage suffered as a result of the refusal, including incurring costs for storage and transport, the latter costs being related to the rates customary on site.

7. Views
1. 'Sight shipments' means the placing of items on view for the purpose of visualizing and testing the item in which the Customer is interested.
2. The sight consignment will be invoiced to the Customer, on the understanding that credit will be given if, within thirty days after delivery of the sight consignment, the Customer gives written notice that he does not wish to keep the sight consignment and after the sight consignment has been returned to Sediaverde in its original packaging in good condition and carriage paid. Damaged and/or lost sight shipments will not be credited.
3. Items not belonging to the standard range of Sediaverde that are purchased specifically for the Buyer ('out-of-collection items') can never be regarded as sight shipments.

8. Risk transfer
1. Regardless of what has been agreed between Sediaverde and the Customer regarding costs of carriage and insurance, the goods remain at Sediaverde's risk until such time as they have passed into the actual control of the Customer or of the third party or parties engaged by the Customer by signing waybills, checklists and/or packing lists.
2. As soon as the goods have passed into the actual control of the Buyer or the third parties engaged by the Buyer in accordance with the provisions under paragraph 1, the Buyer is obliged to adequately insure these goods against theft, damage, destruction, etc.

9. Retention of title
1. Ownership of the goods delivered by Sediaverde to the Customer shall not pass to the Customer until the Customer has paid all that Sediaverde may claim or be due under all sales agreements with the Customer and services or work performed in that context.
2. Notwithstanding the provisions of paragraph 1, the Customer is entitled to use the items received from Sediaverde in the ordinary course of its business.
3. The Customer is never authorized to store and/or loan and/or hand over goods delivered under retention of title in any way.

10. Warranty
1. Sediaverde will provide a performance that complies with the agreement and guarantees reasonable, quality requirements, taking into account the nature of the performance.
2. Not proper performance on the part of Sediaverde includes in any case not minor deviations common in the trade or technically unavoidable and differences in quality, number, color or finish.

11. Advertisement
1. The Customer must examine whether the goods delivered or services rendered comply with the agreement.
2. The Customer cannot claim that goods delivered or services rendered are not in accordance with the agreement if it fails to conduct such an investigation or fails to notify Sediaverde of the defects in writing within the period specified below.
3. Visible defects must be reported in writing to Sediaverde within three working days of delivery or performance of the services in question.
4. Hidden defects must be reported immediately after the Customer discovers them, but no later than three months after delivery or service.
5. Goods claimed may, with the exception of sight shipments as referred to in Article 7, only be returned with the express prior consent of Sediaverde and must be provided with the original packaging and return slip. Return shipments should in all cases be carriage paid. Sediaverde reserves the right to require said items to be sent to an address specified by it.
6. With respect to "out-of-collection" items as referred to in Article 7 (3), Sediaverde will grant the aforementioned permission only if the "out-of-collection" items are damaged or otherwise faulty or unusable.
7. In the case of complaints that are, in Sediaverde's opinion, well-founded and properly filed, Sediaverde, at its option, taking into account the interests of the Customer and the nature of the complaint, is obliged to either:
- replacement/exchange of the items delivered or services rendered either;
- granting of a price discount.
8. The right of complaint lapses if the delivered goods are no longer in the same condition in which they were delivered.
9. Complaints about invoices must be submitted in writing within eight working days from the date of sending the invoices.

12. Liability
1. Sediaverde's liability to the Customer for direct damage in the event of non-performance, late performance or inadequate performance is limited to the net invoice value of the goods or services in question, but not exceeding an amount of €5,000.
2. The limitation mentioned in paragraph 1 also applies if Sediaverde is held liable by the Customer for direct damage on grounds other than the agreement concluded between them.
3. In case of indirect damage, however arising and of whatever earth, Sediaverde is never liable.
4. The limitation of liability does not apply if there is intent or gross negligence of directors and managerial subordinates of Sediaverde.
5. Sediaverde is never liable in respect of the materials provided by the Customer to Sediaverde. The Customer undertakes to take out adequate insurance in respect of these materials.

13. Indemnification
1. To the extent permitted by law, the Customer shall indemnify Sediaverde in respect of liability to one or more third parties arising out of and/or in connection with the execution of the agreement, regardless of whether the damage is caused or inflicted by Sediaverde or by its auxiliary person(s), ancillary items or goods delivered or services provided.
2. Similarly, the Customer indemnifies Sediaverde, to the extent permitted by law, in respect of liability to third parties in connection with any infringement of intellectual property rights of such third parties, arising as a result of the order given to Sediaverde by the Customer under the agreement.
3. The Customer shall ensure adequate insurance in respect of the risks referred to above in paragraphs 1 and 2.
4. The Customer is always obliged to make every effort to limit the damage.

14. Force majeure
1. If performance on the part of Sediaverde or delivery on the part of the Customer is delayed by force majeure for more than one month, each of the parties is entitled - to the exclusion of further rights - to rescind the agreement in accordance with the law. That which has already been paid or performed under the Agreement will be settled pro rata between the parties.
2. Force majeure of Sediaverde means in any case;

- The circumstances that Sediaverde does not, does not timely or does not properly deliver a performance ( including a performance of the Buyer) that is important in connection with the performance to be delivered by it;
- Strikes;
- Traffic disruptions;
- Government regulations that prevent Sediaverde from fulfilling its obligations in a timely or proper manner;
- Riots, appeals, war;
- Extreme weather conditions;
- Fire;
- Import, export and/or transit prohibited.

15. Contingencies
If there are unforeseen circumstances of such a nature that the Customer cannot reasonably and fairly expect performance by Sediaverde, the court may, at the request of either party, dissolve that contract in whole or in part.

16. Lien
Sediaverde is entitled to retain custody of all items in Sediaverde's possession from the Customer until the Customer has fulfilled all his obligations to Sediaverde with which the items in question are directly or sufficiently connected. If matters covered by this right fall out of Sediaverde's property, Sediaverde is entitled to claim these matters as if it were the owner itself.

17. Dissolution
Should either party fail to fulfill its obligations to the other, either apply for a suspension of payment, or become bankrupt, the other party shall have the right, without further notice of default or judicial intervention being required, to declare the agreement entered into between the parties dissolved in writing, or to suspend the fulfillment of its obligations, without prejudice to any other legal rights accruing to it.

18. Industrial and intellectual property
1. Sediaverde guarantees, that the items it delivers as such do not infringe on Dutch patent rights, design rights or other rights of industrial or intellectual property of third parties.
2. If it should nevertheless be acknowledged by Sediaverde or it is established by a Dutch court in a no longer appealable decision that any item delivered by Sediaverde does infringe the rights of third parties as referred to herein, Sediaverde will, at its option after consultation with the Customer, replace the item concerned with an item that does not infringe the right in question or acquire a license right in the matter, or take back the item concerned against repayment of the price paid for it, less the depreciation deemed normal, without being obliged to pay further compensation.
3. However, the Customer loses the right to the performance referred to in paragraph 2 if it has not informed Sediaverde as such in a timely and complete manner of claims by third parties as referred to above in this Article, as a result of which Sediaverde has also not been able to properly defend its rights in this regard.

19. Transfer
The Customer is not permitted to assign rights and obligations arising from the Agreement to third parties without obtaining the written consent of Sediaverde.

20. Changes/additions.
1. Amendments or supplements to these Delivery Terms are valid only insofar as they have been agreed in writing.
2. In case of nullity of one or more provisions in these terms of delivery, the remaining provisions will still remain in force.
3. The parties will consult on the void provisions in order to reach a substitute valid arrangement, in such a way that the purport of the agreement remains intact.

21. Disputes
1. All disputes, including those disputes which are only considered as such by one party, which may exist between Sediaverde and the Customer as a result of an agreement or further agreement entered into by Sediaverde with the Customer, subject to the power of the parties to seek a decision from the President of the District Court, adjudicating in summary proceedings, will be subject to the decision of the ordinary court in Sediaverde's place of business or district.
2. However, Sediaverde's claims shall also be subject to the jurisdiction of the Cantonal Court of the Customer's place of business or district.
3. If one of the parties considers a dispute to be present and wishes to bring it before the court, it must notify the other party in writing with a description of the dispute.

22. Applicability
The agreements to be concluded by Sediaverde with the application of these terms and conditions of delivery shall always be governed by the laws of the Netherlands.