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 and conditions of delivery can only be made in writing and apply only with respect to the specific agreement to which they relate.

2. Offers/Quotations
1. All offers/quotes of Sediaverde are without obligation and may be revoked by it at any time, even if they contain a deadline for acceptance. Offers/quotes may 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 with a maximum margin of 10% at the time of delivery and also to pass this on directly, if this is necessary for technical production reasons.
4. What is 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 the provision of additional facilities. In all cases, less work must be agreed in writing.
5. Information contained in advertising material in the broadest sense of the word, such as catalogs, price lists, leaflets etc. is never binding on Sediaverde.
6. Without prejudice to the provisions of Article 3, and unless expressly agreed otherwise in writing, quotations 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 costs, as well as extrajudicial collection costs, incurred by Sediaverde to effect performance of the Customer's obligation shall be borne by the Customer. When the collection is entrusted to a lawyer, the costs shall be calculated in accordance with the current lawyers' billing rates, which are established 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 is in all cases, unless otherwise agreed in writing, the actual place of business of the Buyer or the service branch with which the contract was made.
2. The specification of delivery terms in offers/quotes, confirmations and/or contracts are made to the best of knowledge and they will possibly be observed, but they are never to be considered as deadlines.

6. Warranty Customer
1. The Customer undertakes to enable Sediaverde to make the delivery.
2. The Customer guarantees, at its own expense and risk, that:
a. the cooperation necessary to carry out the presentation will be provided to Sediaverde;
b. the goods or services ordered will be purchased;
c. the delivery can take place under normal working conditions, during normal working hours from 08.00 to 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 goods supplied can be transported to their destination by a suitable elevator or other suitable means of transportation and that transportation of the goods through the building is not hindered.

3. If the best goods or services have been offered to the Customer for delivery, but delivery has turned out not to be possible due to the fact that the Customer has failed to comply with one of the obligations referred to above in paragraphs 1 and 2, acceptance is deemed to have been refused. The Customer is then deemed to be in default without further notice of default being required. The day on which refusal to take delivery occurs shall be deemed to be the delivery date of goods or services ordered.
4. Without prejudice to the obligation to pay, in the case referred to in paragraph 3, the Customer will be 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 usual rates in place.

7. Sight shipments
1. The term "sight consignments" means the placing of goods on view for the purpose of visualizing and testing the goods in which the Customer is interested.
2. The sight consignment will be invoiced to the Buyer, on the understanding that credit will be given if, within thirty days after delivery of the sight consignment, the Buyer 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 forming part of Sediaverde's standard range that are purchased specifically for the Customer ('out of collection items') can never be regarded as sight shipments.

8. Transfer of Risk
1. Notwithstanding what has been agreed between Sediaverde and the Customer regarding transport and insurance costs, the risk in the goods remains with Sediaverde until the time that they have passed into the actual power of disposition of the Customer or of the third party or parties engaged by the Customer by signing the waybills, checklists and/or packing lists.
2As soon as the goods have passed into the actual power of disposal of the Buyer or the third party or 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 does not pass to the Customer until the Customer has paid everything that Sediaverde may claim or receive on account of all contracts of sale 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 goods received from Sediaverde in the ordinary course of its business.
3. The Customer is never entitled to keep and/or lend 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 contract and guarantees reasonable quality requirements, taking into account the nature of the performance.
2. In any event, improper performance on the part of Sediaverde does not include minor deviations common in the trade or technically unavoidable and differences in quality, number, color or finish.

11. Complaints
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. Reclaimed items, with the exception of sight shipments referred to in Article 7, may be returned only with the express prior consent of Sediaverde and must be provided with the original packaging and return receipt. Returns must 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 event of, in Sediaverde's opinion, well-founded and properly filed complaints, Sediaverde is obliged, at its discretion, taking into account the interests of the Customer and the nature of the complaint, to either:
- replace/exchange the goods delivered or services provided or;
- grant 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, up to a maximum 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 shall never be liable in respect of materials provided to Sediaverde by the Customer. The Customer undertakes to take out adequate insurance in respect of these materials.

13. Indemnification
1. To the extent permitted by law, the Customer indemnifies 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 fulfillment on the part of Sediaverde or acceptance 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 dissolve the agreement in accordance with the law. Whatever has already been paid or performed under the Agreement will be settled between the parties on a pro rata basis.
2. Force majeure of Sediaverde means in any case;

- The circumstances that Sediaverde does not receive a performance ( including a performance of the Customer) which is of importance in connection with the performance to be delivered by it;
- Strikes;
- Traffic disruptions;
- Governmental measures that prevent Sediaverde from fulfilling its obligations in a timely or proper manner;
- Riots, call, war;
- Extreme weather conditions;
- Fire;
- Import, export and/or transit bans.

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

16. Right of retention
Sediaverde is entitled to retain custody of all of Sediaverde's goods in its possession until the Customer has fulfilled all of its obligations to Sediaverde to which the goods in question are directly or sufficiently related. 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 payments, or become bankrupt, the other party shall have the right, without further notice of default or judicial intervention being required, to declare in writing the agreement entered into between the parties to be dissolved, 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 transfer rights and obligations arising from the Agreement to third parties without obtaining Sediaverde's written consent to that effect.

20. Amendments/additions
1. Amendments or supplements to these Delivery Terms are only valid insofar as they have been agreed in writing.
2. In the event of nullity of one or more provisions in these Delivery Terms, the remaining provisions shall remain in force.
3. The parties shall 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 parties' authority to seek a decision from the President of the District Court, adjudicating in interlocutory 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 either party 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 of delivery shall always be governed by Dutch law.