1. APPLICABILITY

1.1 These General Terms and Conditions apply to all legal relationships between GWS and its contracting parties (“Customer”).

1.2 These General Terms and Conditions can only be deviated from in writing, as such a deviation has been signed by two directors of GWS acting jointly.

1.3 If, due to a violation of any provision of the law, a provision in these General Terms and Conditions cannot be invoked, that provision shall have as similar meaning as possible, so that it can be invoked; the other provisions of the General Terms and Conditions remain in full force and effect.

1.4 GWS reserves the right to change these Terms and Conditions.

‍

2. OFFERS/AGREEMENT

2.1 Any offer from GWS is non-binding, unless otherwise expressly stated.

2.2 An offer via the webshop is valid at the current price.

2.3 An agreement is concluded between GWS and the Customer when GWS and the Customer conclude a purchase agreement or if the Customer agrees to a quote, or in the event of a transaction under an existing order agreement/framework agreement, if the Customer has received a sales order confirmation from GWS.

2.4 GWS has the right to terminate the agreement at any time if the compliance check to be carried out by GWS reveals objections that are contrary to the acceptance policy set by GWS.

2.4 The purchase agreement or offer/sales order confirmation mentioned in article 2.3, together with the General Terms and Conditions, forms the complete agreement between the parties. The Customer's general terms and conditions are rejected and never apply to the agreement between GWS and Customer. The agreement can only be amended in writing by means of a document legally signed by authorized representatives.

2.5 In the event of conflict between the General Terms and Conditions and the sales confirmation, the General Terms and Conditions prevail, unless otherwise agreed in writing.

‍

3. PRICES

3.1 The prices stated in an offer and in an agreement are expressed in euros and exclude VAT and other levies, unless otherwise indicated.

3.2 The prices of products are ex warehouse, unless otherwise agreed.

3.3 GWS has the right to update its prices to market prices at any time.

3.4 GWS's prices and price list are subject to programming, calculation and/or typing errors. If GWS sends an order confirmation for an order with an obviously wrong price, GWS has the right to correct this error. In such a case, the Customer has the right to cancel the order for the relevant items. The Customer is not entitled to compensation in case of cancellation of the order.

‍

4. PAYMENT

4.1 Prior to the delivery of the products, GWS will send the Customer the (sales) order confirmation and/or the relevant invoices and the agreed sales price must be paid by the Customer before delivery, but no later than the agreed payment date and within the agreed payment period.

4.2 Payment by the Customer must be made in euro without any right to settlement, discount, withholding or suspension for any reason.

4.3 In the event of late payment, the Customer is automatically in default without notice of default being required and the Customer owes interest in the amount of 1.5% per (part of the) month with a minimum of the statutory interest per year as referred to in article 6:119 a Civil Code. In that case, GWS has the right to require the Customer to provide adequate security for its payment obligations.

4.4 In the event of late payment, liquidation, bankruptcy, suspension of payment or other payment difficulties on the part of the Customer, all Customer's payment obligations become immediately due and payable and GWS is authorized to suspend further execution of the agreement or terminate the agreement, all without prejudice to GWS's right to claim compensation. At GWS's first written request, the Customer will also provide adequate guarantees, failing which GWS has the unconditional right to terminate the agreement immediately.

4.5 GWS is always entitled to set off (whether or not due and payable) claims by GWS against the Customer with a claim (whether due and payable) by the Customer against GWS.

‍

5. DELIVERY

5.1 Only after receipt of payment of the purchase price, or in the event of purchase on credit and the credit limit is deemed adequate by GWS, will GWS deliver the products, i.e. to the location of the warehouse where the products are located and on the (indicative) date specified in the sales order confirmation. For a fee, GWS can provide transport for its Customer at the applicable (transport) prices and conditions that can be agreed separately.

5.2 Delivery times are always indicative and can be changed by GWS. GWS will make every effort to comply with the stated delivery times, but the Customer cannot derive any rights from the given delivery times.

5.3 GWS is entitled to invoice and/or deliver an order in parts.

5.4 The customer is obliged to purchase the purchased products. If the Customer refuses to purchase or fails to provide information or instructions necessary for delivery, the products will be stored at GWS for a maximum of two (2) weeks at the Customer's expense. GWS has the right, but not the obligation, to store the products for a longer period, at the expense of the Customer. Van

the original delivery dates specified in the sales order confirmation can only be deviated from in writing, as such a deviation has been signed by two directors of GWS acting jointly. Such a deviation never implies a deferred payment period and therefore a delayed delivery time will never result in the Customer being allowed to pay later.

5.5 The Customer undertakes to check the products upon delivery and to report damage to GWS in writing as soon as possible but no later than 5 days.

6.6 GWS and/or a transport partner engaged by GWS is responsible for delivering the products to the public road around the building and/or home where the products must be delivered. Delivery on private land is at the customer's risk.

‍

6. RETENTION OF TITLE

6.1 Ownership of the products supplied by GWS only passes to the Customer under the suspensive condition that Customer has paid the purchase price in full. Products supplied by GWS, subject to this retention of title, may only be resold (subject to direct payment) or used in the ordinary course of business. As long as the retention of title is in force, the Customer may not pledge the products concerned or establish any other right to them.

‍

7. LIABILITY

7.1 GWS is not liable, as far as possible by law, for:

a. indirect damage
b. consequential damage;
c. damage due to lost profit
d. delay damage
e. any other additional damage in any form
f. damage resulting from the provision of inadequate cooperation, information and/or materials by or on behalf of the Customer;
g. damage related to information and/or advice given by or on behalf of GWS.
h. damage not higher than the invoice value of the invoice.

7.2 Any liability of GWS will always be limited to the amount paid by its insurance company for the relevant liability under the liability insurance it has taken out, up to a maximum of the total amount of the invoice (ex VAT) as invoiced by GWS to Customer and paid by Customer to GWS for the relevant delivery.

‍

8. FORCE MAJEURE

8.1 GWS is entitled to invoke force majeure if the execution of the agreement is wholly or partly, temporarily or otherwise, prevented or hampered by circumstances that should not reasonably be at GWS's risk.

8.2 In the event of force majeure on the part of GWS, its delivery and other obligations will be suspended. In this case, GWS is authorized to terminate the agreement without an obligation to pay compensation.

8.3 If, upon the occurrence of force majeure, GWS has already partially fulfilled its obligations, or GWS can only fulfill part of its obligations, it is entitled to charge the Customer for the already delivered or the deliverable part separately and the Customer is obliged to pay GWS's invoice.

‍

9. WARRANTY

9.1 GWS, as not being the manufacturer, does not provide (product) guarantees. To this end, it refers to the manufacturer's guarantees of the manufacturer of the delivered products and, in the event of a claim under this warranty, will fully assist the Customer in obtaining such warranty (s), with reference to the aforementioned article 7.6.

9.2 In the event of a manufacturer's bankruptcy, GWS is not responsible for fulfilling any warranty obligation that Customer may expect from the manufacturer under the warranty provided.

‍

10. INTELLECTUAL PROPERTY

GWS also accepts no liability for the products it supplies with regard to intellectual property rights, for example if a product would unexpectedly infringe a third party's intellectual property rights.

‍

11. APPLICABLE LAW/COMPETENT COURT

11.1 All legal relationships between GWS and Customer are governed by Dutch law.

11.2 Disputes arising from the agreement will exclusively be settled by the competent court of the Zwolle District Court (Netherlands), unless GWS opts for the competent court of the Customer's place of residence or business as the claimant or applicant.

‍