General sales and shipping agreement

Definitions

Interfilter Group B.V., based in Vierpolders registered with CoC no. 67197590, along with the subsidiaries mentioned below.
Interfilter HVAC B.V., based in Vierpolders registered with CoC no. 24330139.
Interfilter Industries B.V., based in Vierpolders registered with CoC no. 24222058.
Interfilter Automotive B.V., based in Vierpolders registered with CoC no. 83126856.
Interfilter Services B.V., based in Vierpolders registered with CoC no. 83125728.
Avilo Stikstof en Perslucht Systemen B.V., based in Vierpolders registered with CoC no. 24320467.
Interfilter HVAC, Interfilter Industries, Interfilter Automotive, Interfilter Services and Avilo Stikstof en Perslucht Systemen also referred to as Interfilter Group.
Customer: the party with whom Interfilter Group has entered into an agreement.
Parties: Interfilter Group and the customer together

Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Interfilter Group.
Parties can deviate from these terms and conditions only if they have expressly agreed in writing.
The applicability of additional and/or deviating general terms and conditions of the customer or third parties is expressly excluded.

Offers and quotations

Offers and quotations from Interfilter Group are non-binding unless explicitly stated otherwise.
An offer or quotation is valid for a maximum of the end of the calendar year, unless another acceptance period is mentioned in the offer or quotation.
If the customer does not accept an offer or quotation within the valid period, the offer or quotation lapses.
Offers and quotations do not apply to repeat orders unless parties have expressly agreed in writing.

Acceptance

Upon acceptance of a non-binding offer or quotation, Interfilter Group reserves the right to withdraw the offer or quotation within three days of receipt of the acceptance without the customer being able to derive any rights from it.
Verbal acceptance by the customer binds Interfilter Group only after the customer has confirmed it in writing (or electronically).

Prices

All prices charged by Interfilter Group are in euros, exclusive of VAT, and exclusive of any other costs such as administration costs, levies, and travel, shipping, or transport costs unless explicitly stated otherwise or agreed otherwise.
All prices for products or services listed by Interfilter Group on its website or otherwise disclosed may be changed by Interfilter Group at any time.
Increases in the cost prices of products or parts thereof, which Interfilter Group could not foresee at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
The consumer has the right to dissolve an agreement due to a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
The price regarding a service is determined by Interfilter Group in advance based on the expected hours spent unless otherwise expressly agreed in writing.
The price is calculated according to the usual hourly rates of Interfilter Group, applicable for the period in which the work is performed, unless a different hourly rate has been agreed.
If parties have agreed on a total amount for a service by Interfilter Group, this is always a target price unless parties have expressly agreed in writing on a fixed price from which no deviation is possible.
Interfilter Group is entitled to deviate up to 10% from the target price.
If the target price is likely to be more than 10% higher, Interfilter Group must notify the customer in time, explaining why a higher price is justified.
If the target price exceeds the agreed amount by more than 10%, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
Interfilter Group has the right to adjust prices annually.
At least two months before the end of a calendar year, Interfilter Group will notify the customer of price adjustments.
The consumer has the right to terminate the agreement with Interfilter Group if he does not agree with the price increase.

Payments and payment term

Interfilter Group may require a down payment of up to 50% of the agreed amount upon entering into the agreement. If Interfilter Group has doubts based on the customer's financial situation or other valid reasons, it may increase the down payment percentage to 100%.
The customer must make subsequent payments within 30 days after delivery of the product, unless expressly agreed otherwise in writing.
Payment terms are considered final payment terms. This means that if the customer does not pay the agreed amount by the last day of the payment term, he is in default and in breach of contract by law, without Interfilter Group having to send a reminder or declare the customer in default.
Interfilter Group reserves the right to make delivery dependent on immediate payment or to require a security deposit for the total amount of the services or products.

Consequences of late payment

If the customer does not pay within the agreed term, Interfilter Group is entitled to charge interest of 1% per month from the day the customer is in default, whereby part of a month is considered a whole month.
When the customer is in default, he is also liable for extrajudicial collection costs and any compensation to Interfilter Group.
The collection costs are calculated based on the Reimbursement for Extrajudicial Collection Costs Decree.
When the customer does not pay on time, Interfilter Group may suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, seizure, or suspension of payment on the part of the customer, the claims of Interfilter Group on the customer are immediately due and payable.
If the customer refuses to cooperate with the execution of the agreement by Interfilter Group, he is still obliged to pay the agreed price to Interfilter Group.
The non-payment of an invoice on the due date automatically renders all amounts owed by the buyer under any other invoices immediately payable.

Non-accepted goods

The customer is obliged to physically accept the goods that are the subject of the agreement at the agreed location after the delivery time or execution period has ended.
The customer must provide all necessary cooperation free of charge to enable Interfilter Group to deliver the goods.
Non-accepted goods will be stored at the customer's expense and risk.
In the event of a violation of the provisions of paragraphs 1 or 2 of this article, the customer, after Interfilter Group has given notice of default, shall owe Interfilter Group a penalty of €250 per day per violation, with a maximum of €25,000. This penalty may be claimed in addition to damages under the law.

Right of advertising

As soon as the customer is in default, Interfilter Group is entitled to invoke the right of advertising concerning the unpaid products delivered to the customer.
Interfilter Group invokes the right of advertising by means of a written or electronic communication.
Once the customer has been informed of the invoked right of advertising, he must immediately return the products concerned to Interfilter Group unless parties make other agreements.
The costs for retrieving or returning the products are borne by the customer.

Right of withdrawal

Excessively ordered, obsolete, or unsuitable goods for the intended purpose will not be taken back by us unless expressly agreed otherwise in writing.

Right of suspension

The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.

Right of retention

Interfilter Group can invoke its right of retention and, in that case, retain products of the customer until the customer has paid all outstanding invoices with regard to Interfilter Group unless the customer has provided sufficient security for those costs.
The right of retention also applies based on previous agreements from which the customer still owes payments to Interfilter Group.
Interfilter Group is never liable for any damage the customer may suffer as a result of exercising its right of retention.

Settlement

The customer waives his right to set off a debt to Interfilter Group against a claim on Interfilter Group.

Retention of title

Interfilter Group remains the owner of all delivered products until the customer has fully met all his payment obligations towards Interfilter Group based on any agreement concluded with Interfilter Group, including claims due to failure to comply.
Until the ownership has passed to the customer, Interfilter Group can invoke its retention of title and take back the goods.
Before the ownership has passed to the customer, he may not pledge, sell, dispose of, or otherwise encumber the products.
If Interfilter Group invokes its retention of title, the agreement is considered dissolved, and Interfilter Group has the right to claim damages, lost profits, and interest.

Delivery

Delivery takes place while stocks last.
Delivery takes place at Interfilter Group unless otherwise agreed.
Delivery of online-ordered products takes place at the address specified by the customer.
If the agreed amounts are not paid or not paid on time, Interfilter Group has the right to suspend its obligations until the agreed part is paid.
In case of late payment, there is a creditor default, resulting in the customer not being able to claim a delayed delivery from Interfilter Group.

Delivery time

The delivery times specified by Interfilter Group are indicative and do not entitle the customer to dissolution or compensation if exceeded unless otherwise expressly agreed in writing.
The delivery time starts after the customer has approved the quotation and Interfilter Group has confirmed it in writing or electronically.
Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement unless Interfilter Group cannot deliver within 14 days after a written reminder, or parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products he has ordered can take place in time.

Transport costs

Transport costs are borne by the customer unless otherwise agreed. For free shipments, means that the normal transport method used is determined by us. If, at the customer's request, faster transport means are used for free shipments, the resulting costs may be charged extra to the customer. We cover the normal transport risk on behalf of and at the customer's expense with an insurance company designated by us.

Packaging and shipping

If the packaging of a delivered product is opened or damaged, the customer must have the forwarder or deliverer make a note of this before taking receipt of the product, by default which Interfilter Group cannot be held liable for any damage.
If the customer is responsible for transporting a product himself, he must report any visible damage to products or the packaging to Interfilter Group prior to transport, by default which Interfilter Group cannot be held liable for any damage.

Insurance

The customer undertakes to sufficiently insure and maintain insurance coverage, including but not limited to fire, explosion, water damage, and theft, for the following: delivered goods necessary for the execution of the underlying agreement, goods belonging to Interfilter Group present at the customer's premises or goods delivered under retention of title.
Upon first request by Interfilter Group, the customer shall provide the policies of these insurances for inspection.

Storage

If the customer does not accept ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
Any extra costs resulting from delayed acceptance or non-acceptance of the products are entirely borne by the customer.

Assembly/Installation

Although Interfilter Group strives to perform all assembly and/or installation work to the best of its ability under the best conditions, it bears no liability for any damage resulting from this work unless expressly agreed otherwise in writing.

Guarantee

The warranty concerning products only applies to defects caused by faulty manufacture, construction, or material.
The warranty does not apply in case of normal wear and tear, and damage caused by accidents, changes made to the product, negligence, or improper use by the customer, and when the cause of the defect cannot be clearly determined.
The risk of loss, damage, or theft of the products that are subject of an agreement between parties passes to the customer at the moment they are legally and/or actually delivered, or otherwise under the control of the customer or a third party who receives the product on behalf of the customer.

Scope of work

The customer must ensure that all permits, exemptions, and other authorizations necessary to perform the work are obtained in a timely manner. Upon first request from the contractor, the customer is obliged to send a copy of the aforementioned documents.
Unless otherwise agreed in writing, the work does not include: ground, pile-driving, chopping, breaking, foundation, masonry, carpentry, plastering, painting, wallpapering, repair work, or other construction work; the realization of connections for gas, water, electricity, internet, or other infrastructure services; measures to prevent or limit damage to, or theft or loss of, items present at or near the worksite; removal of materials, building materials, or waste; vertical and horizontal transport.

Additional work

Changes to the work will in any case result in additional work if: there is a change in the design, specifications, or tender; the information provided by the client does not correspond with reality; estimated quantities deviate by more than 5%.
Additional work will be calculated based on the price-determining factors applicable at the time the additional work is performed. The customer is required to pay the price of the additional work upon first request from Interfilter Group.

Execution of the agreement

Interfilter Group will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
Interfilter Group has the right to have the agreed services provided by third parties.
The execution of the agreement is based on the information provided by the customer. If the information needs to be adjusted, this may affect the agreement.
Interfilter Group is entitled to amend and supplement the terms and conditions without the customer's consent.
Interfilter Group will inform the customer of any amendments or supplements. If the customer does not agree with the amendment, he may terminate the agreement.
The customer shall ensure that Interfilter Group can carry out its work without interruption and at the agreed time, and that the necessary facilities are available during the performance of the work, such as: gas, water, electricity, and internet; heating; a lockable dry storage space; facilities prescribed by the Working Conditions Act and regulations.
The customer bears the risk and is liable for damage to, and theft or loss of, items belonging to Interfilter Group, the customer, and third parties, such as tools, materials intended for the work, or equipment used for the work, that are located on or near the place where the work is being carried out or at another agreed location.
Without prejudice to the provisions of paragraph 2 of this article, the customer is required to adequately insure against the risks mentioned in that paragraph. The customer must also ensure the insurance of the work risk for the equipment to be used. The customer must send Interfilter Group a copy of the relevant insurance policy(ies) and proof of premium payment upon first request. In the event of damage, the customer is obliged to report this to their insurer without delay for further processing and settlement.

Delivery of the work

The work shall be considered delivered in the following cases: When the customer has approved the work; When the customer has put the work into use. If the customer puts a part of the work into use, that part shall be considered delivered; When Interfilter Group has notified the customer in writing that the work is completed and the customer has not indicated in writing within 14 days from the date of the notification that the work is not approved; When the customer does not approve the work due to minor defects or missing parts that can be repaired or delivered within 30 days and do not prevent the use of the work.
If the customer does not approve the work, they are required to notify the contractor in writing, stating the reasons. The customer must give the contractor the opportunity to deliver the work again.
The customer indemnifies the contractor against claims from third parties for damage to undelivered parts of the work caused by the use of already delivered parts of the work.

Provision of information by the customer

The customer shall make all information, data, and documents that are relevant for the proper execution of the agreement available to Interfilter Group in a timely manner and in the desired form and manner.
The customer guarantees the accuracy, completeness, and reliability of the information, data, and documents provided, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
If and insofar as the customer requests, Interfilter Group will return the relevant documents.
If the customer does not provide the information, data, or documents reasonably required by Interfilter Group, or does not provide them on time or properly, and the execution of the agreement is thereby delayed, the resulting additional costs and additional hours will be borne by the customer.

Duration of the agreement

If an agreement has been entered into for a specific period, it will be tacitly renewed for an equal period of the current agreement after the term expires, unless one of the parties terminates the agreement with due observance of a notice period of months, or a consumer terminates the agreement with a notice period of one month, then the agreement will end automatically.
If during the term of the agreement, the parties have agreed upon a term for the completion of certain work, this is never a fatal term. If this term is exceeded, the customer must give Interfilter Group written notice of default.

Confidentiality

The customer shall keep confidential any information received from Interfilter Group (in any form).
The same applies to all other information concerning Interfilter Group of which the customer knows or reasonably should know that it is secret or confidential, or of which the customer can expect that its dissemination may cause damage to Interfilter Group.
The customer shall take all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information: that was already public before the customer received this information or that later became public without this being the result of a breach of the customer’s confidentiality obligation; that is made public by the customer based on a legal obligation.
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Penalty

If the other party breaches the confidentiality or intellectual property article of these general terms and conditions, it forfeits an immediately payable penalty for each violation in favour of the trade name. This penalty is calculated based on the damage incurred and any future lost revenue. This does not exclude other factors.
Additionally, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day the violation continues.
The forfeiture of this penalty does not require prior notice of default or legal proceedings. Nor does there need to be any form of damage.
The forfeiture of the penalty referred to in the first paragraph of this article does not affect the other rights of Interfilter Group, including its right to claim compensation in addition to the penalty.

Indemnification

The customer indemnifies Interfilter Group against all claims from third parties related to the products and/or services provided by Interfilter Group.

Complaints

The customer must examine a product or service provided by Interfilter Group as soon as possible for any deficiencies.
If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Interfilter Group of this as soon as possible, but in any case, within 8 days after discovering the deficiencies.
The customer must provide as detailed a description as possible of the deficiency, so that Interfilter Group can respond adequately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this cannot, in any case, lead to Interfilter Group being required to perform other work than agreed upon.

Notice of default

The customer must notify Interfilter Group of any notices of default in writing.
It is the customer’s responsibility to ensure that a notice of default actually reaches Interfilter Group (in a timely manner).

Drawings

Designs, images, catalogues, dimension and weight specifications, schemes, etc., are not binding on us. They are only intended to give buyers a general understanding of the described and indicated goods. The design of installations and the interpretation of specifications are carried out to the best of our knowledge but are beyond our responsibility. We are not liable if the intended purpose is not achieved with the delivered installations. We retain copyright on all our drawings, images, designs, diagrams, quotations, etc.

Cancellation

We have the right, if the buyer fails in any respect to fulfil his obligations, to consider all current contracts or parts thereof as dissolved without notice of default or judicial intervention. Without being obliged to pay any compensation, while we are entitled to compensation if desired. We will not take back excess ordered, redundant, or unsuitable goods for the intended purpose. The buyer has the right to cancel his orders upon immediate payment of compensation to be determined by us for each specific case.

Joint and several liability of the customer

If Interfilter Group enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts owed to Interfilter Group under that agreement.

Liability of Interfilter Group

Interfilter Group is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
If Interfilter Group is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
Interfilter Group is never liable for indirect damage, such as consequential damage, lost profits, missed savings, or damage to third parties.
If Interfilter Group is liable, this liability is limited to the amount paid out under a closed (professional) liability insurance and in the absence of (full) payout by an insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.
All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and approximate and cannot be grounds for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Limitation period

Any right of the customer to compensation from Interfilter Group expires in any case 3 months after the event that directly or indirectly caused the liability. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right of dissolution

The customer has the right to dissolve the agreement if Interfilter Group is in default in the performance of its obligations unless this default, given its special nature or minor importance, does not justify the dissolution.
If the performance of the obligations by Interfilter Group is not permanently or temporarily impossible, dissolution can only take place after Interfilter Group is in default.
Interfilter Group has the right to dissolve the agreement with the customer if the customer does not fulfil his obligations under the agreement fully or on time, or if Interfilter Group becomes aware of circumstances that give it good reason to fear that the customer will not fulfil his obligations properly.

Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Interfilter Group to fulfil any obligation towards the customer cannot be attributed to Interfilter Group in a situation independent of the will of Interfilter Group, which prevents the fulfilment of its obligations towards the customer in whole or in part or which prevents the fulfilment of its obligations from being reasonably expected from Interfilter Group.
In addition to paragraph 1, force majeure situations include - but are not limited to - emergency situations (such as civil war, uprising, riots, natural disasters, etc.); failure and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, poor weather conditions, and work interruptions.
If a force majeure situation occurs as a result of which Interfilter Group cannot fulfil one or more obligations to the customer, those obligations will be suspended until Interfilter Group can meet them again.
From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
Interfilter Group is not liable for any (damage) compensation in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

Modification of the agreement

If after concluding the agreement, it appears necessary to change or supplement the content of the agreement for its implementation, the parties will timely and in mutual consultation adjust the agreement accordingly.

Amendment of general terms and conditions

Interfilter Group is entitled to amend or supplement these general terms and conditions.
Minor changes can be made at any time.
Interfilter Group will discuss substantial changes with the customer as much as possible in advance.

Transfer of rights

The customer’s rights under an agreement between the parties cannot be transferred to third parties without the prior written consent of Interfilter Group.
This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph of the Dutch Civil Code.

Consequences of nullity or annullability

If one or more provisions of these general terms and conditions are null or voidable, this does not affect the other provisions of these terms and conditions.
A provision that is null or voidable will be replaced by a provision that comes closest to what Interfilter Group had in mind when drafting the conditions on that point.

Applicable law and competent court

Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Interfilter Group is established/holds practice/holds office is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Article 12. Disputes

All disputes will be adjudicated by the subdistrict court in Rotterdam. Thus, deposited with the Chamber of Commerce, June 2024.

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General Sales and Delivery Conditions