General Terms and Conditions

AirSupplies Nederland B.V.

Cruquiusweg 98G, 1019 AJ Amsterdam
Registered with the Chamber of Commerce Amsterdam under number 56674651

Table of Contents

1. Definitions
2. Applicability
3. Offers
4. Agreement
5. Prices
6. Delivery
7. Payment
8. Retention of Title
9. Liability
10. Force Majeure
11. Termination
12. Disputes
13. General
14. Delivery and Delivery Times
15. Risk Related to Delivery
16. Warranty
17. Delivery and Installation Times
18. Inspection and Testing
19. Installation Conditions
20. Warranty on Installation and Maintenance
21. Definitions for Maintenance and Repair
22. Refrigerants
23. Repairs
24. Free Access
25. Warranty on Repairs

Article 1: Definitions

In these general terms and conditions, the following definitions apply:

• Supplier: Air Supplies Nederland B.V.
• Customer: Counterparty
• Product: Item or service such as a repair.
• Repair: The restoration of an item.

Article 2: Applicability

2.1 Unless otherwise agreed in writing by the parties, these general terms and conditions shall apply to every agreement between the supplier and the customer, regardless of whether the agreement pertains to the delivery of goods and/or the provision of services. Any reference by the customer to its own general terms and conditions is expressly rejected by the supplier.

2.2 The provisions in Sections II, III, and IV contain specific regulations and serve as a supplement to the general provisions in Section I. In case of any conflict between the provisions in Section I and those in Sections II through IV, the latter shall prevail.

Article 3: Offers

3.1. Offers in any form are non-binding unless explicitly stated otherwise.

3.2. Offers are based on execution under normal circumstances and within regular working hours.

Article 4: Agreement

4.1 If the agreement is concluded in writing, the supplier is only bound after written acceptance of the order and receipt of the advance payment upon order placement.

4.2 If it is agreed that delivery and billing will be carried out in parts, each part shall be considered a separate agreement, particularly regarding the provisions on payment and warranty.

4.3 Additional work includes all that is supplied and/or applied by the supplier in consultation with the customer during the execution of the agreement, beyond the quantities explicitly specified in the contract or order confirmation, or all that is performed beyond the explicitly specified work.

4.4 The order confirmation from the supplier is binding concerning the scope and nature of the agreement.

4.5 The agreement includes only the delivery of the products specified therein.

4.6 Data mentioned in catalogs, images, drawings, measurements, and weight specifications, etc., are only binding if expressly included in a contract signed by both parties or in an order confirmation signed by the supplier.

4.7 All copyrightable materials provided to the customer through the supplier remain the property of the original rights holder. The customer undertakes to keep confidential all information and know-how provided through the supplier and to respect all intellectual property rights. The customer must return documents and other data carriers containing copyrighted works upon first request unless required for executing the agreement.

4.8 All drawings, images, catalogs, and other data provided by the supplier remain the supplier’s property and must be returned immediately upon request. The customer is not permitted to copy, reproduce, or provide these drawings, etc., to third parties, except for the execution of the agreement.

Article 5: Prices

5.1 The prices stated in the offer or order confirmation are exclusive of VAT and other government-imposed charges on sales and deliveries and are based on delivery “ex-factory/warehouse” according to the Incoterms in effect at the time of the offer or agreement conclusion. Prices are calculated “unpacked” and exclusive of shipping costs unless otherwise agreed.

5.2 If one or more cost price factors increase after the date of agreement, even if foreseeable, the supplier has the right to adjust the agreed price accordingly. However, this right does not apply within three months of the agreement date.

5.3 The agreement includes the supplier’s authority to charge separately for additional work performed, as soon as the chargeable amount is known. The rules given in paragraphs 1 and 2 of this article apply accordingly to the calculation of additional work.

5.4 Costs of loading, unloading, and transportation of raw materials, semi-finished products, models, tools, and other items provided by the customer are not included in the price and will be charged separately. Such costs paid by the supplier are considered advances charged to the customer.

Article 6: Delivery

6.1 The supplier determines the mode of transport and the carrier. If the customer has special transport requests, the additional costs will be borne by the customer. All orders are delivered to the designated pickup point or street address of the customer.

6.2 The supplier shall deliver the order promptly. If there is a delay in the delivery of the entire order or part thereof, the supplier shall send a notification no later than six weeks after acceptance of the order.

6.3 Despite all care taken in handling orders, it may happen that an order is not or incompletely delivered. The customer must report this within seven days of receiving the items. The delivery will then be completed or redone at the supplier’s expense.

6.4 The customer is obliged to accept the purchased goods upon delivery. If delivery is not possible, the customer is legally in default. The supplier then has the right to store the goods at the customer’s expense and risk, and after six months from the agreed delivery date, sell them and account for the sale price after deducting the invoice amount plus interest and reasonable costs related to storage and sale.

6.5 Unless otherwise stated in the agreed delivery terms, the risk of delivered goods transfers to the customer upon delivery, even if ownership has not been transferred. 6.6 All goods travel at the customer’s risk. Obligations to third parties do not change this and are deemed to be accepted in the customer’s interest and at their expense.

6.7 The choice of the means of transport is up to the supplier. Obstacles or temporary hindrances in the chosen means of transport do not oblige the supplier to choose another transporter. The supplier is not liable for disruptions caused by the chosen carrier due to circumstances beyond its control.

6.8 Unless the customer requests in writing in advance that the goods be insured during transport at their expense, the goods travel uninsured. The customer is liable for all damages (such as transport, fire, or water damage, theft, or embezzlement) incurred during transport. 6.9 Returns are only accepted if the supplier has agreed to them in writing. If goods are returned or left with the supplier without such prior written consent, the supplier is not obliged to keep them. The goods remain at the customer’s full expense and risk, and the supplier is never liable for damages arising from any cause, except in cases of intent or gross negligence by the supplier or its employees.

Article 7: Payment

7.1. Payment of amounts owed to the supplier must be made prior to delivery, unless otherwise agreed.

7.2. The supplier is at all times entitled to demand advance payment from the buyer for the total amounts due from the customer.

7.3. All payments shall be made without deduction or set-off to a bank or giro account designated by the supplier.

7.4. Payment terms are not related to the delivery of the products, unless otherwise agreed.

7.5. If the customer fails to pay on time, they are deemed to be in default by operation of law, and the supplier has the right, without any notice of default, to charge the customer statutory commercial interest on the overdue, unpaid installments—unless otherwise agreed in writing—without prejudice to any further rights of the supplier, including the right to recover extrajudicial collection costs from the customer in addition to any judicial costs.

7.6. Payments shall first be applied to extrajudicial and judicial costs, then to interest, and only thereafter to the outstanding invoice amounts, with the oldest invoice being settled first.

7.7. All judicial or extrajudicial costs incurred by the supplier as a result of the customer’s default shall be borne by the customer. Extrajudicial costs shall be determined in accordance with the decree on reimbursement of extrajudicial collection costs.

Article 8: Retention of Title

8.1. The supplier retains ownership of all goods delivered to the customer until the total amount due, including interest and costs, for all these goods has been paid in full. If the supplier has performed work for the customer under the agreement, the retained ownership shall remain until the customer has also paid these claims, including interest and costs. Additionally, the retention of title applies to all claims the supplier may have against the customer due to the customer’s failure to meet one or more obligations to the supplier.

8.2. As long as ownership of the delivered goods has not been transferred to the customer, the customer may not pledge the goods or grant any rights over them to a third party, except as provided in paragraph 8.6 of this article.

8.3. For delivered goods that have become the customer’s property through payment but are still in the customer’s possession, the supplier reserves a right of pledge as referred to in Article 3:237 of the Dutch Civil Code to further secure claims, other than those mentioned in Article 3:92 paragraph 2 of the Dutch Civil Code, which the supplier may have against the customer.

8.4. The customer is required to store the goods delivered under retention of title with due care and as recognizable property of the supplier. The customer is also obliged to insure the goods for the duration of the retention of title against fire, explosion, water damage, and theft and to present the insurance policies to the supplier upon first request. Any claims of the customer against insurers related to the aforementioned insurances shall be pledged to the supplier as soon as the supplier indicates its wish to do so, in the manner specified in Article 3:239 of the Dutch Civil Code, to further secure the supplier’s claims against the customer.

8.5. If the customer fails to fulfill its payment obligations to the supplier or if the supplier has reasonable grounds to fear that the customer will fail to do so, the supplier is entitled to reclaim the goods delivered under retention of title. After repossession, the customer will be credited for the market value, which can never exceed the original purchase price, minus the costs incurred for repossession.

8.6. The customer is allowed to sell and transfer goods delivered under retention of title to third parties in the ordinary course of business. If the sale is on credit, the customer is required to stipulate a retention of title with its buyers equivalent to that stated in this article.

8.7. The customer agrees not to assign or pledge claims it obtains against its buyers to third parties as long as ownership of the delivered goods has not been transferred to the customer, without prior written consent from the supplier. Furthermore, the customer agrees to pledge such claims to the supplier as soon as the supplier expresses its wish to do so, in the manner specified in Article 3:239 of the Dutch Civil Code, to further secure any claims the supplier may have against the customer.

Article 9: Liability

9.1. The supplier’s liability is limited to fulfilling the warranty obligations described in these terms.

9.2. Except in cases of intent or gross negligence on the part of the supplier, and subject to paragraph 9.1, all liability of the supplier, including liability for business damage, indirect damage, and third-party claims, is excluded.

9.3. The supplier is not liable for violations of patents, licenses, or other third-party rights resulting from data provided by or on behalf of the customer. Furthermore, the supplier is not liable for damage or loss, regardless of the cause, of raw materials, semi-finished products, models, tools, and other items provided by the customer.

9.4. If the supplier provides assistance or support of any kind in assembly without being contracted for it, such assistance is at the customer’s risk.

9.5. The customer is liable for any structural components not supplied by the supplier and/or any adverse consequences resulting from the condition of the soil. The customer is required to compensate the supplier for any damages resulting from defects in the structural components and/or the condition of the soil.

9.6. The customer is obliged to indemnify and compensate the supplier against all third-party claims for damages where the supplier’s liability has been excluded in these terms in relation to the customer.

9.7. Except in cases of gross negligence on the part of the supplier, the customer is required to indemnify the supplier against all damages resulting from the use of goods belonging to the customer.

Article 10: Force Majeure

In these general terms and conditions, force majeure refers to any circumstance beyond the supplier’s control—even if foreseeable at the time of contract formation—that permanently or temporarily prevents the fulfillment of the agreement. This includes, but is not limited to, war, threat of war, civil war, riots, strikes, worker lockouts, transportation difficulties, fire, and other serious disruptions in the supplier’s business or that of its suppliers.

Article 11: Termination

11.1. If the customer fails to meet, properly fulfill, or timely fulfill any obligation imposed by the agreement (including the obligation to accept deliveries from the supplier), applies for a moratorium, ceases operations, liquidates, or transfers its business in whole or in part, the customer shall be deemed to be in default by operation of law. The supplier then has the right to declare the agreement with the customer wholly or partially terminated without summons, notice of default, or judicial intervention, without any obligation to pay damages or provide guarantees.

11.2. If the agreement is terminated under Article 11.1 or by the court, the supplier is entitled to full compensation. The damage is fixed at 75% of the fee due for the unexecuted portion of the agreement, without prejudice to the supplier’s right to claim actual damages caused by the customer’s breach.

11.3. In the cases referred to in Article 11.1, the supplier may also suspend execution of the agreement and immediately demand full payment of all amounts due or becoming due from the customer. Additionally, the supplier is entitled to compensation for damages resulting from the suspension and its consequences.

Article 12: Disputes

12.1. The competent court in Amsterdam shall have exclusive jurisdiction over disputes arising from or related to the agreement.

12.2. All agreements to which these terms apply, in whole or in part, are governed by Dutch law.

Article 13: General

If any provision of these general terms and conditions is found to be void by a court ruling, the supplier and the customer are required to renegotiate the invalid provision.

SECTION II. Further, special provisions relating to deliveries under contracts of sale

Article 14: Delivery and Delivery Times

14.1 The delivery time starts at the latest of the following moments:

• the day the purchase agreement is concluded;
• the day the supplier receives the documents, data, permits, etc., necessary for fulfilling his obligations under the purchase agreement;
• the day the formalities necessary for the supplier to fulfill his obligations under the purchase agreement are completed;
• the day the supplier receives any advance payment required by the purchase agreement before executing his obligations.

14.2 If interim changes are made to the purchase agreement or its execution is suspended by the purchaser, the delivery time will be extended by at least the duration of the additional work caused by these changes or the suspension.

14.3 If delivery is delayed due to the purchaser failing to fulfill any contractual obligations or failing to provide the cooperation required for the execution of the agreement, the delivery time will also be extended by at least the duration of the delay.

14.4 Regarding delivery time, the product is considered delivered when, if an inspection at the supplier’s facility has been agreed upon, it is ready for inspection; in all other cases, when it is ready for dispatch or, if agreed, ready at the place of delivery.

14.5 The delivery time is based on the working conditions at the time the agreement was concluded and on the timely delivery of materials ordered by the supplier for the execution of the work. If delays occur due to changes in working conditions or delays in the timely delivery of ordered materials beyond the supplier’s control, the delivery time will be extended as necessary.

14.6 Except in cases of gross negligence by the supplier, exceeding the delivery time, regardless of the cause, does not entitle the purchaser to compensation for direct or indirect damages, reimbursement of any costs, termination of the agreement, suspension of any contractual obligations, or the execution or commissioning of work to fulfill the agreement.

Article 15: Risk Related to Delivery

15.1 Until delivery has occurred as per Article 14.4, the products remain at the supplier’s risk. After delivery, the products are at the purchaser’s risk.

15.2 Unless otherwise instructed by the purchaser, the supplier determines the method of transport, packaging, etc., within reason, without liability and without obligation to take back the packaging unless required under Directive 94/62/EC on packaging and packaging waste.

15.3 Shipment of products, even when agreed upon at the supplier’s expense, is at the purchaser’s risk, even if the carrier requires the transport documents to state that all transport damages are at the sender’s risk, i.e., the supplier’s risk.

Article 16: Warranty

16.1 Subject to the limitations below, the supplier guarantees the soundness and quality of the products delivered for a period of twelve months after delivery (as per Article 14.4). The products will comply with the regulations in force in the Netherlands concerning operation, transport, and safety on the date of the agreement’s conclusion. If new statutory requirements take effect between the agreement’s conclusion and delivery or commissioning, the products will be adapted to comply with them if possible, with any associated costs borne by the purchaser. If either party objects to the application of the amended regulations, they must notify the other party.

16.2 Unless expressly agreed in writing, the supplier’s warranty obligations are limited to deliveries within the Netherlands.

16.3 If the delivered products have visible defects and the purchaser fails to report them within seven days after delivery (as per Article 14.4), the product is deemed accepted. Acceptance excludes any claims from the purchaser regarding supplier performance failures, without affecting the supplier’s warranty obligations.

16.4 Warranty only applies to defects that the purchaser reports to the supplier immediately upon discovery by registered letter and proves to have arisen within the stated period as a direct result of a defect in design, poor workmanship, or defective materials. The purchaser must return defective products at their expense unless the supplier decides that repair or replacement will be carried out on-site, in which case all additional costs, including travel, accommodation, and transport expenses, are borne by the purchaser.

16.5 The supplier is not liable for defects resulting from governmental regulations regarding the nature and quality of the delivered products, applied materials, or construction.

16.6 The warranty does not cover damage to lacquer and chrome work unless caused by defects in other parts. It also excludes defects due to normal wear and tear, improper or careless handling, modifications, unauthorized repairs, or non-compliance with operational guidelines provided by the supplier.

16.7 To fulfill warranty obligations, the supplier may, at their discretion, either replace and install relevant parts or redo the agreed work. Repair or replacement does not extend the warranty period.

16.8 Replaced parts become the property of the supplier and must be returned at the purchaser’s expense. The purchaser may not return products or parts without the supplier’s explicit written consent.

16.9 For products or parts not manufactured by the supplier, warranty is only given to the extent granted by the supplier’s subcontractors.

16.10 If the supplier is unable to provide replacement parts under warranty, the warranty obligation is suspended if delays are temporary, or the supplier will reimburse the original cost of similar parts if delays are permanent.

16.11 The supplier’s failure to meet warranty obligations does not exempt the purchaser from their contractual obligations.

16.12 The supplier’s warranty obligations expire if the purchaser fails to fulfill any contractual obligations.

SECTION III. Additional Provisions Regarding Assembly and Installation

Article 17: Delivery and Installation Times

17.1 The delivery time starts at the latest of the following moments:

• the day the agreement is concluded;
• the day the supplier receives necessary documents, data, permits, etc.;
• the day formalities required before work commencement are completed;
• the day the supplier receives any advance payment required before work commencement.

17.2 The delivery time is based on prevailing working conditions and timely delivery of ordered materials. If delays arise due to changes in these conditions or delayed materials beyond the supplier’s control, the delivery time will be extended as necessary.

17.3 Mere exceeding of the delivery time does not constitute supplier default. A formal notice of default is required.

17.4 Exceeding the delivery time does not entitle the purchaser to carry out or commission work without judicial authorization.

17.5 The delivery time is extended by any delays caused by the purchaser’s failure to fulfill obligations or provide necessary cooperation.

17.6 Assembly and installation are deemed complete when the essential parts of the assembled products are operational at the agreed location.

17.7 After arrival at the agreed location, assembled products are at the purchaser’s risk.

17.8 If requested by the supplier, the purchaser must sign an acceptance protocol confirming completion and operational readiness.

Article 18: Inspection and Testing

18.1 If inspection/testing at the purchaser’s site is agreed upon, the supplier must be allowed preliminary testing. The purchaser must provide necessary resources at their expense.

18.2 The supplier must be given an opportunity to address concerns before the purchaser rejects the installation.

18.3 Inspection costs are borne by the purchaser.

18.4 Inspection must not delay work progress. If the purchaser does not inspect within eight days of notification, the installation is deemed accepted.

Article 19: Installation Conditions

19.1 The purchaser is responsible for proper site preparation, facilities, and necessary conditions for correct assembly and operation.

19.2 The purchaser ensures timely and free availability of personnel, utilities, and safe conditions for the supplier.

19.3 Costs and damages due to non-compliance with these conditions are borne by the purchaser.

Article 20: Warranty on Installation and Maintenance

20.1 Unless otherwise agreed, warranty on maintenance and services is limited to six months from completion.

20.2 The supplier’s obligations apply only within the Netherlands unless otherwise agreed.

20.3 The warranty expires if defects are not promptly reported, result from misuse or lack of maintenance, unauthorized repairs occur, or contractual obligations are unfulfilled.

SECTION IV. Additional Provisions Regarding Assembly and Installation

Article 21: Definitions for Maintenance and Repair

In these additional special provisions, the following terms have the following meanings:

• Maintenance: Inspecting an installation for proper operation, checking for leaks to prevent refrigerant loss, testing, measuring, and verifying electrical switching, control, and safety equipment, and, if necessary, readjusting or recalibrating the installation(s).
• Repairs: Resolving malfunctions and carrying out repairs on equipment.

Article 22: Refrigerants

If any action involving a refrigerant is performed, it must be recorded in the logbook of the respective installation. Refrigerants removed as part of maintenance are charged separately to the customer. Upon the transfer of the removed refrigerants to the supplier, the supplier is obliged to comply with the applicable legal provisions.

Article 23: Repairs

23.1 Repairs will be carried out upon receipt of a fault report from the customer or after the fault has been detected by other means. Upon receiving a fault report, the necessary repair will be performed, where possible, during normal working hours.

23.2 Repairs are not carried out on-site.

23.3 In the case of repairs, the provisions of Section III apply correspondingly.

Article 24: Free Access

24.1 The supplier’s service technician must always have free and unobstructed access to the area where an installation is located. If free and unobstructed access to an installation is not possible or is not permitted by the customer, the supplier is released from its obligation to carry out the agreed work, without prejudice to the customer’s obligation to pay the agreed price to the supplier.

24.2 The supplier’s service technician must be able to start work immediately upon arrival and must have the necessary workspace available. Waiting hours or delays due to circumstances not attributable to the supplier may be charged to the customer.

Article 25: Warranty on Repairs

For repairs, maintenance work, or other services performed by the supplier, a warranty is given only on the sound execution of the assigned work, unless otherwise agreed, for a period of 6 months from the date the work is completed. This warranty entails only the obligation of the supplier to redo the relevant work in the event of defects, to the extent that the work was carried out improperly. All costs beyond this obligation, such as but not limited to transportation costs, travel and accommodation expenses, as well as costs for disassembly and assembly, shall be borne by the customer. Repair work refers to work not performed under warranty.