Terms of Delivery

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VONWOOD B.V. Delivery Terms
Effective from and last updated since 19 January 2024

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Article 1: General

1. These conditions apply to all offers and deliveries of goods by VonWood B.VB.V., hereinafter referred to as "VonWood", on behalf of its clients, hereinafter referred to as "other party".
2. Special provisions that deviate from VonWood's general terms and conditions are only binding if they have been agreed in writing.
3. The conditions stated and/or used by the other party do not apply, unless and insofar as they have been confirmed in writing by VonWood.

Article 2: Offers

All offers made by VonWood are without obligation, unless expressly stated otherwise in writing.

Article 3: Agreement

1. The agreement is concluded by a written or oral order confirmation from VonWood. Agreements entered into with any representatives of VonWood will not bind VonWood until written confirmation from VonWood.
2. If one of the parties does not deny the correctness of the contents of the agreement within 2 working days after conclusion of the agreement, it will be binding on both parties.
3. Each agreement will only be entered into by VonWood under the suspensive condition that the other party - solely at the discretion of VonWood - appears to be sufficiently creditworthy for the financial fulfilment of the agreement.VonWood is entitled, both at and after entering into the agreement, before (further) performance, to require sufficient certainty from the other party that both the payment and other obligations will be met. Any costs involved in providing securities will be in curredentirely at the expense of the other party.
4. Subject to legal provisions, the other party is, if the agreement is unilaterally terminated by him and/or is not complied with, he is obliged to fully reimburse VonWood for the costs, damages and interest, including lost profit.

Article 5: Prices

1. Unless otherwise stated or agreed in writing, the price contains the priceof the goods or the work to be performed in Euros and is exclusive of VAT.
2. All agreements are always concluded on the basis of the timeprices applicable at the time of closing.
3. Agreed prices are binding, unless due to circumstances independentof VonWood's will, as an increase in wage costs, rights and/orexcise duties, transport costs from the delivery address determinedby the importer/supplier, official increases in trade prices and othercost factors, price increase must be applied. This amended pricestated by VonWood to the other party is, if motivativation byVonWood is specified, binding for both parties. Price changes as aresult of mandatory government measures, such as increases inVAT, are always passed on.
4. Costs resulting from additions and/or changes to the agreement are at the expense of the other party.

Article 9: Delivery times

1. Specified delivery times are approximate. The delivery times have been determined in the expectation that there are no obstacles to delivering the goods. VonWood is allowed to exceed the delivery period by a small amount or, given the circumstances, by reasonable means be objected to. VonWood is only in default for exceeding the delivery period after a written notice has been given notice of default.

2. Delivery times will only commence from the moment - or will be suspended until the moment that all data and items required by the other party for the correct execution of the agreement are in the possession of VonWood.

Article 13: Retention of title and right of retention

1. VonWood reserves ownership as additional security for payment of the price of all goods sold by it until the time that the amount due, including any interest and costs, has been paid in full. Transfer of purchased items that have not yet been paid for is considered a loanfor no consideration. The other party must exercise all due care with regard to the delivered goods and to insure the goods falling under the right of ownership against all external disasters as well as against theft. VonWood has the right to reclaim and possess these items.
2. if the negligent other party does not fulfil its obligations, if it liquidates, applies for or has obtained a suspension of payments, is declared bankrupt or if the goods are seized.

Article 14: Payments

1. Payment must be made by the other party, unless otherwise stated or agreed, without deduction of any discount and within the date stated on the invoice.
2. If no deadlines are set for deliveries made on call, the other party, unless otherwise agreed or determined, must pay within 90 days of the date of the establishment of the agreement.
3. If any payment term prescribed in the conditions or separately agreed upon is exceeded, the other party will, from the at the moment he is in default, be charged interest in addition to what he owes be charged without prior notice of default.
4. The amount owed by the other party is immediately due and payable without any notice of default in the event of bankruptcy declared on the other party, suspension of payments and placement under guardianship, death of the other party, seizure under the other party, liquidation or alienation of the other party's business and when the other party fails to comply promptly with any obligation towards VonWood.

Article 15: Complaints

1. In the event of deliveries, complaints regarding the number and quantity of the delivered goods, whether or not they arise during transport to the agreed delivery address, must be submitted immediately to the the person who delivered the goods by or on behalf of the other party will be determined in writing on the transport document. The other party must notify this immediately to send a copy to VonWood.
2. Quality complaints regarding the delivered goods will only be accepted for consideration if and insofar as these have been brought to the attention of VonWood in writing as soon as possible but no later than 5 working days after delivery of the relevant items and VonWoodhas been given the opportunity to check this.
3. Complaints about invoices must also be in writing submitted within 5 working days after the invoice date.
4. After the expiry of these periods, the other party is deemed to have delivered or approved the invoice respectively. Complaints will then no longer be processed by VonWood.
5. No complaints will be accepted if the delivered goods have been fully/partially processed/edited, including drying and/or sawing. Complaints regarding minor deviations that are customary in the industry of quality, composition and weight and quantity are also not accepted by VonWood. VonWood will not accept any complaints regarding delivered goods on which a rejection mark has been applied.

Article 18: Disputes

1. All disputes arising between the other party and the VonWood, or between the VonWood and a third party who carries out assignments for the VonWood on behalf of another party, concerning the delivery of goods or the performance of work, including disputes regarding the interpretation of these conditions, shall be settled by arbitration to the exclusion of the ordinary courts in the highest jurisdiction.

2. Arbitration takes place in accordance with the Arbitration Regulations of the Association of Dutch Timber Companies, as stated at the time the dispute is submitted.