1. Offers and the Conclusion of Agreements

1.1. Every offer and quotation from IsoFlex Hangardoors is without obligation. 1.2. If the Client provides data, drawings, etc., to IsoFlex Hangardoors, IsoFlex Hangardoors may assume their accuracy and will base the offer on them. 1.3. An Agreement is concluded at the moment IsoFlex Hangardoors accepts an Order in writing or executes an Order. 1.4. If its offer is not accepted, IsoFlex Hangardoors is entitled to charge the Client for all costs it had to incur to make its offer.

2. Amendments and Supplements

2.1. Deviations from or supplements to any provision in an Agreement and/or the Terms of Sale are only valid if they have been confirmed in writing by IsoFlex Hangardoors. The amendment or supplement applies only to the Agreement in question. 2.2. Additional or reduced work can only occur insofar as IsoFlex Hangardoors must perform work that deviates from the IsoFlex Hangardoors order confirmation or the drawing. IsoFlex Hangardoors will charge for this deviating work as additional work. In the case of reduced work, the price for the Performance will be reduced proportionally.

3. Drawings, Designs, etc.

3.1. All quotations, software, images, catalogs, drawings, models, designs, specifications, as well as all other data, such as dimensions and the like, provided by IsoFlex Hangardoors with the offer are represented or indicated as accurately as possible. IsoFlex Hangardoors retains, where applicable, the copyrights as well as all other intellectual or industrial property rights to these documents. 3.2. The documents remain the property of IsoFlex Hangardoors, even after an Order has been placed. The aforementioned documents are only binding insofar as this is confirmed in writing. Details do not need to be provided. 3.3. The Client may not hand over, show, disclose, or otherwise allow third parties to use offers, drawings, models, designs, specifications, software, and the like, other than as permitted for the execution of an Agreement.

4. Prices

4.1. All prices mentioned by IsoFlex Hangardoors are exclusive of VAT, other government levies, costs for transport, insurance, assembly, commissioning, and other costs, and are based on delivery ex-works in accordance with Incoterms 2020. 4.2. If price-increasing circumstances occur after the date of an offer or Order, such as but not limited to increases in material prices, wages, social security contributions, freight costs, insurance premiums, exchange rates, and taxes, IsoFlex Hangardoors may pass these increases on to the Client.

5. Payment

5.1. Unless expressly agreed otherwise in writing, payment must be made within 30 days of the invoice date without set-off, discount, or suspension for any reason whatsoever, by transferring the invoice amount to a bank account to be designated by IsoFlex Hangardoors. 5.2. IsoFlex Hangardoors always has the right to demand appropriate security from the Client for the fulfillment of its payment obligations. 5.3. If the Client has not paid within the term referred to in 5.1, they are in default by operation of law and IsoFlex Hangardoors has the right, without further notice of default, to charge the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code from the due date until the day of full payment. 5.4. All judicial and extrajudicial costs incurred by IsoFlex Hangardoors as a result of the Client’s failure to fulfill its payment obligations shall be borne by the Client. The extrajudicial collection costs amount to at least 15% of the invoice amount with a minimum of €350. 5.5. IsoFlex Hangardoors has the right to apply payments made by the Client first to reduce costs, then to reduce accrued interest, and finally to reduce the principal sum and current interest. IsoFlex Hangardoors may, without being in default, refuse an offer of payment if the Client designates a different order for the allocation. IsoFlex Hangardoors may refuse full repayment of the principal sum if the accrued and current interest as well as the costs are not also paid. 5.6. IsoFlex Hangardoors has the right to demand security at any time for the fulfillment of the Client’s payment obligations.

6. Delivery Time, Delivery, and Risk

6.1. The stated delivery times commence on the day the Agreement is concluded, provided that all data required by IsoFlex Hangardoors for the execution of the Agreement are in its possession. 6.2. The delivery time is based on the working conditions prevailing at the time of the offer and on the timely delivery of the materials ordered by IsoFlex Hangardoors for the execution of the Performance. 6.3. The delivery time shall be extended by the period that the execution of the Performance is delayed due to force majeure. Force majeure is understood to mean any circumstance independent of the will of IsoFlex Hangardoors, as a result of which fulfillment of the Agreement cannot reasonably be required by the Client. 6.4. Unless otherwise agreed, delivery takes place ex-works in accordance with Incoterms 2020. 6.5. The risk of loss or damage to the Products passes to the Client at the moment the Products are ready for delivery and the Client is notified of this in accordance with the Agreement. 6.6. If IsoFlex Hangardoors arranges for the transport of the Products, it shall determine the method of transport. Transport is at the expense of the Client, unless otherwise agreed. The Client bears the risk of damage or loss of the Products during transport.

7. Completion and Acceptance

7.1. The Performance is considered completed at the time of delivery, unless the parties have agreed on a procedure for approval of the Performance. 7.2. If an approval procedure has been agreed upon, the Performance is considered completed at the moment the Client has notified IsoFlex Hangardoors in writing that they approve the Performance. 7.3. The Client may not withhold approval of the Performance due to minor defects. 7.4. If an approval procedure has been agreed upon, the Client must report defects that could not reasonably have been discovered during the procedure to IsoFlex Hangardoors in writing within 7 days of discovery, failing which the Client is deemed to have approved the Performance.

8. Retention of Title

8.1. Ownership of the Products only passes to the Client once they have paid everything they owe to IsoFlex Hangardoors under any Agreement. 8.2. As long as ownership of the Products has not passed to the Client, they may not pledge the Products or grant any other right to them to a third party, except within the normal course of their business. 8.3. The Client is obliged to store the Products delivered under retention of title with due care and as identifiable property of IsoFlex Hangardoors. 8.4. If third parties wish to establish or assert any right to the Products delivered under retention of title, the Client is obliged to inform IsoFlex Hangardoors as soon as can reasonably be expected. 8.5. The Client undertakes to insure the Products delivered under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft, and to provide the policy of this insurance to IsoFlex Hangardoors for inspection upon first request.

9. Intellectual Property

9.1. IsoFlex Hangardoors reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. 9.2. The Client is expressly prohibited from reproducing, disclosing, or making available to any third party the product of the Intellectual Property rights resting on the materials, software, analyses, designs, documentation, reports, offers provided by IsoFlex Hangardoors and the working method used by it without the prior written consent of IsoFlex Hangardoors.

10. Liability and Indemnification

10.1. The liability of IsoFlex Hangardoors is limited to fulfillment of the warranty obligation described in Article 7 (Completion and Acceptance). 10.2. IsoFlex Hangardoors is solely liable for direct damage. 10.3. Liability of IsoFlex Hangardoors for indirect damage, including consequential damage, lost profit, missed savings, loss of data, and damage due to business interruption, is excluded. 10.4. The liability of IsoFlex Hangardoors is in any case limited to the amount paid out in the relevant case under the liability insurance of IsoFlex Hangardoors. 10.5. If the insurer does not pay out in any case or the damage is not covered by the insurance, the liability of IsoFlex Hangardoors is limited to twice the invoice amount for the relevant Agreement, or at least that part of the Agreement to which the liability relates. 10.6. The Client indemnifies IsoFlex Hangardoors against all claims from third parties due to product liability as a result of a defect in a product delivered by the Client to a third party and which also consisted of Products and/or materials delivered by IsoFlex Hangardoors, except if and insofar as the Client proves that the damage was caused by those Products and/or materials.

11. Force Majeure

11.1. Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable failure of suppliers of IsoFlex Hangardoors. 11.2. In case of force majeure, fulfillment of the Agreement is suspended for as long as the force majeure continues. If the force majeure continues for more than 3 months, each of the parties is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.

12. Dissolution

12.1. IsoFlex Hangardoors has the right to dissolve the Agreement with immediate effect if: a. the Client acts in violation of any provision of the Agreement; b. the Client is declared bankrupt or applies for a moratorium on payments; c. the Client’s business is liquidated or terminated other than for the purpose of reconstruction or merger of companies; d. the Client proceeds to strike or transfer their business or a significant part thereof, including the contribution of their business to a company to be established or already existing, or proceeds to change the objective of their business. 12.2. If the Client wishes to dissolve the Agreement without a situation as referred to in Article 12.1 occurring, they are obliged to give IsoFlex Hangardoors written notice of default and allow it a reasonable period to still fulfill its obligations or to rectify shortcomings, which shortcomings the Client must describe accurately in writing. 12.3. The Client cannot dissolve the Agreement insofar as fulfillment is permanently impossible or temporary impossibility continues for more than 6 months.