Article 1 GENERAL

1. All of our quotations, contracts and the execution thereof are governed solely by the terms and conditions at hand. Any deviations must be specifically agreed upon with us in writing.

2. Hereinafter UHC shall be referred to as 'we', 'us' or 'our'. In these terms and conditions, 'the other party' shall be understood to mean: every (legal) person who has entered into c.q. wishes to enter into a contract with our company, his possible representative(s), assignee(s), and inheritor(s).

3. Shipments are always effected against cash on delivery or after pre-payment; we will send you our invoice. After receipt of your payment we will send you an e-mail that your payment has been duly received and we will ship your order. You have 14 days to make your payment.

4. The terms and conditions at hand also apply to all contracts that are established with us for the execution of which third parties must be involved.

5. General terms and conditions of the other party only apply if it has been specifically agreed upon in writing that they apply to the contract with the exclusion of the terms and conditions at hand. At that time any possible conflicting stipulations in our general terms and conditions and those of the other party will only be valid between parties if and to the extent that they comprise a part of our terms and conditions.

6. Should one or more stipulations in these general terms and conditions be or be made null and void, the remaining stipulations of these general terms and conditions will remain in effect in full. We and the other party will then consult in order to establish new stipulations to replace the stipulations that are or have been made null and void, with regard to which if and insofar as possible the goal and the purport of the original stipulation(s) will be borne in mind.

Article 2 QUOTATIONS

1. All quotations that we have given, in any form whatsoever, are non-binding, unless something else has been specifically stated.

2. If the acceptance (in terms of subordinate points) deviates from the offer included in the quotation, we are not bound to it. The contract will then not be established in accordance with that deviating acceptance unless we specify otherwise.

3. We reserve the right to refuse orders without specifying a reason.

4. Quotations do not automatically apply to subsequent orders.

Article 3 CONTRACT

1. Except for that specified above, a contract with us is only established after we have accepted an order in writing or have confirmed it, with the date of the confirmation being the critical date. If the other party does not immediately protest, our order confirmation will be considered to fully and correctly and completely reflect the contract.

Possible additions agreements or changes made later on are solely legally valid if we have confirmed them in writing.

2. For transactions for which in terms of their nature and scope no quotation or order confirmation is sent, our invoice will be considered to correctly and completely reflect the contract.

3. We will execute the contract to the best of our insight and capacity in accordance with the relevant professional requirements, all of this on the basis of the state of the art at that time.

4. Should we consider this necessary or desirable for the correct execution of an order granted us, we are authorised to utilise third parties for the execution of the contract, with the other party being invoiced for the costs of such third party (ies).

5. The other party is obliged to provide us with all information and documentation in good time that is needed for the proper execution of the contract. If we are not provided with the data required for the proper execution of the contract on time, we have the right to suspend the execution of the contract and/or to invoice the other party for the extra costs stemming from the delay according to the usual rates.

6. If third parties whom we have contracted in the context of the order execute work at the location of the other party at a location specified by the other party, the other party must see to it that those employees are provided with all reasonably necessary facilities without charge.

Article 4 PRICES

1. Unless specified otherwise, our prices are based upon delivery ex our office, warehouse or other storage place.

2. Unless specified otherwise, our prices are exclusive of VAT, possible import duties, other taxes, levies and fees.

3. Unless specified otherwise, our prices are exclusive of the costs of durable packaging materials, loading and unloading, forwarding/shipping, additional administrative costs and insurance.

4. Unless specified otherwise our prices are stated in euros; possible interim rate changes will be charged through.

Article 5 CANCELLATION, SUSPENSION AND DISSOLUTION

1. If, after a contract has been established, the other party should wish to cancel it, 10% of the order price (excl. VAT), this being at least € 50, will be invoiced as a cancellation fee.

2. We are authorised to suspend the fulfilment of our obligations or to dissolve the contract, if:
- the other party does not fulfil the obligations stemming from the contract, or does not fulfil them completely;
- we have been given good reason after the establishment of the contract to fear that the other party will not fulfil his obligations. If there is good reason to fear that the other party will only partially fulfil his obligations or will not fulfil them at all, the suspension is only permitted insofar as the default justifies it.

3. In addition we are authorised to dissolve the contract or have it dissolved if circumstances occur that are of such a nature that fulfilment of the contract is impossible or according to criteria of reasonableness and fairness this can no longer be demanded, or if in some other way circumstances arise that are of such a nature that the unchanged adherence to the contract cannot reasonably be expected.

4. If the contract is dissolved, our claims upon the other party are immediately collectible. If we suspend the fulfilment of the contract, we retain the rights in the context of law and the contract.

5. We retain the right at all times to claim damages.

Article 6 DELIVERY

1. As soon as a sales contract has been entered into, that which has been purchased is for the risk of the other party. Unless agreed otherwise, delivery will be effected ex factory, cash on delivery.

2. The time of delivery will be considered to be the moment at which that purchased is picked up by the forwarder.

3. The other party is obliged to take receipt of the goods at the moment that we deliver them to him or have them delivered to him, or else at the moment at which the goods are made available to him in accordance with the contract.

4. We are authorised to make partial deliveries, which we may invoice individually.

5. Specifications of delivery time are always approximate, unless something is specifically agreed to the contrary.

Article 7 FORWARDING / RISK

1. The method of forwarding, shipment, packaging and the like is determined by us in the context of due diligence/good business practice, unless agreed otherwise.

2. Unless specifically determined otherwise, forwarding takes place at the expense and risk of the other party.
The costs of execution of possible specific wishes of the other party concerning forwarding/shipment are at the expense of the other party.

3. We are authorised to charge for durable packaging materials, which costs need not be paid if such materials are returned undamaged. The other party must pay the costs of the return of these materials.

4. The risk of loss of or damage to the products that are the object of the contract transfers to the other party at the moment at which they are legally and/or actually delivered to the other party and are thus placed in the power of the other party or (a) third party(ies) specified by the other party.

5. If, after our confirmation by e-mail, you have not received a shipment within 5 workdays, please inform us. We will trace your order in order to determine its status. If a shipment has been lost by the forwarder we will always await the investigation of the forwarder. This investigation may take a maximum of two weeks.

Article 8 FORCE MAJEURE

1. 'Force majeure' is understood to entail:
any circumstance independent of c.q. unforeseeable by parties through which fulfilment of the contract can no longer be reasonably expected of the other party, labour strikes in our company included.

2. If in our opinion the force majeure is or will be temporary in nature, we have the right to suspend the fulfilment of the contract until the circumstance that represents the force majeure no longer exists.

3. If in our opinion the force majeure is of a permanent nature, parties can establish an agreement concerning the dissolution of the contract and the associated consequences.

4. We also have the right to take recourse to force majeure if the circumstance that hinders (further) fulfilment commences after we should have fulfilled our obligation.

5. We are authorised to demand payment for the work that was carried out during the execution of the contract at hand before we became aware of the circumstance causing the force majeure.

6. The party who believes that he finds himself/will find himself in a situation of force majeure must so inform the other party immediately.

Article 9 INTELLECTUAL OWNERSHIP

1. All copyrights and models and the like made by us or in our name on behalf of the execution of the contract remain our property, as does the sole right to make use of these.

2. The other party guarantees at all times that the use of the data or other materials provided by the other party will not place us in conflict with legal guidelines or protected rights of third parties. In addition the other party indemnifies us completely for all direct and indirect consequences of claims that (a) third party (ies) may have or come to have against us in the context of infringement upon this guarantee.

3. As soon as we so request, the other party must immediately and directly place the documents to which reference is made at our disposal.

4. All objects that we may provide, such as designs, sketches, drawings, films, software, (electronic) files etc. are solely intended to be used by the other party and he may not, without prior authorisation, reproduce them, publicise them, or bring them to the knowledge of third parties, unless this should be called for otherwise on the basis of the nature of the provided objects.

5. We retain the right to use the knowledge that we may acquire through the execution of the work for other purposes, insofar as this does not involve bringing confidential information to the knowledge of third parties.

Article 10 LIABILITY

1. We are liable solely insofar as this is stipulated by Dutch law.

2. Our liability is in any case limited to the amount that the insurer pays out in the relevant case, but will in no case exceed the total amount of the relevant order, with a maximum of € 2,500.

3. Except for the generally applicable legal regulations of public order and good faith, we are not obliged to pay any damages of any nature whatsoever, direct or indirect, including trading loss or consequential loss, with regard to moveable or immovable goods, or to persons, both of the other party or third parties.

4. We are never liable for loss that arises or is caused by the use or the unsuitability for use of the delivered goods other than for the purpose for which the other party has acquired such goods and for which the delivered goods are intended.

5. All consequences of use by or under the responsibility of the other party of the delivered goods are for the expense of the other party, unless something is agreed to the contrary.

6. With regard to goods that we deliver, we are solely liable for defects if we ourselves produced the relevant goods and the goods were directly delivered to the other party in this condition, but only if the defects are demonstrably attributable to us.
If one or more of the goods that we deliver should be of inferior quality, our liability never extends further than that for which we can hold the supplier of the relevant goods liable.

7. We are not liable for loss, of whatever nature, due to the fact that we have acted on the basis of incorrect and/incomplete data provided by the other party, unless we should have been aware of this incorrectness or incompleteness.

8. We are not liable for loss incurred as a consequence of non-delivery or late delivery of goods in case of restorations or repairs if these are a consequence of circumstances during which we cannot be reasonably expected to effect delivery.

9. UHC herewith rules out all liability for any loss whatsoever, direct and/or indirect, incurred in any manner by and/or resulting from the use of the site. In particular, UHC will in no case be liable for any loss whatsoever that is incurred in any manner by and/or resulting from:

• the impossibility of using the site;
• the failure of a product that is offered at the site to fulfil the specifications as delineated at the site;
• the fact that the information at the site is incorrect, incomplete or not up to date.

Article 11 COMPLAINTS

1. We will only process possible complaints with respect to visible defects, or invoices, if they have reached us directly, in writing, within 5 workdays after delivery of the relevant work and/or after the date of invoice, with a specific description of the nature and the grounds for the complaints. We will only process complaints with respect to invisible defects if they reach us directly within 2 weeks after delivery of the relevant work with a specification of the nature of and grounds for the complaints.

2. After the passage of this/these period(s), the other party will be considered to have approved the goods delivered c.q. the invoice. After that time we will no longer process complaints.

3. If we decide that a complaint is well-founded, we are solely obliged to deliver the agreed upon work.

4. If pursuant to this article a complaint is received on time, the other party continues to be obliged to accept delivery and to pay for the goods purchased. That delivered may only be returned after our prior written authorisation.

Article 12 GUARANTEE

1. If and insofar as the manufacturer provides a guarantee, we will transfer our claims to a factory guarantee under the associated conditions to the other party as soon as we have received the full purchase price.

2. No guarantees apply to products with regard to which this is not specified. Products may not be exchanged.

3. The guarantee becomes null and void if the other party himself executes changes in or repairs to that delivered or has such executed by third parties or if that delivered is not used for normal daily use or if it is handled or maintained in an unprofessional manner.

Article 13 PAYMENT

1. Unless agreed otherwise in writing, payment must be in cash without discount or adjustment upon delivery, or else by means of deposit or transfer to a bank or giro account of our specification prior to the delivery. The currency exchange date specified on our bank statement will be considered to be the date of payment.

2. Objections to the amount of the invoices do not suspend the obligation to pay.

Article 14 APPLICABLE LAW

1. Solely the laws of the Netherlands apply to all of our quotations, contracts and the execution thereof. International Commercial Law (CISG) is specifically ruled out.

Article 15 DISPUTES

1. All disputes, including those which are only acknowledged by one party as such, stemming from or associated with the contract to which these terms and conditions apply, or the relevant terms and conditions themselves and their interpretation, both of a factual and legal nature, will be arbitrated by the authorised civil court within whose jurisdiction our registered office is located.

2. Parties will only appeal to the court after they have done their utmost to settle a dispute in mutual consultation.

3. We are nonetheless authorised to have the dispute settled by arbitration, in which case we will so inform the other party in writing.

4. Insofar this is not deviated from above, the stipulations of Book IV of the Civil Code apply.