General Terms and Conditions of Delta House Group

Article 1 General provisions.

• Definitions:
  1. General terms and conditions: stipulations as referred to in article 6:231 sub a BW.
  2. Delta House Group: user of these general terms and conditions (hereinafter referred to as: “Delta House Group”).
  3. Counterparty: The contractual counterparty of Delta House Group who purchases goods and/or services of any kind from Delta House Group and has accepted the validity of the general terms and conditions of Delta House Group.
• Applicability:

  1.1. These General Terms and Conditions apply to all quotations, orders and agreements between Delta House Group and a counterparty, unless otherwise agreed in writing. This is also the case if Delta House Group uses third parties engaged by it in the performance of its obligations.

  1.2. Accepting a quotation or placing an order implies that the counterparty has accepted the applicability of these conditions.

  1.3. The applicability of any purchase or other conditions of the counterparty is excluded, or not accepted. If several general terms and conditions apply to an agreement with the counterparty, then the present conditions apply. Deviations from the provisions of this article are only possible if they are agreed in writing.

  1.4. If one or more of the provisions of these general terms and conditions or any other agreement with Delta House Group should be in conflict with any legal provision, this will be converted into the most favorable comparable provision or arrangement for Delta House Group and this does not affect the applicability of the other provisions.

• Communication/address

  1.5. Communication between Delta House Group and the counterparty can take place electronically (“by mail”), unless a mandatory legal provision prescribes otherwise. Delta House Group is not liable for any errors or imperfections resulting from the communication with the counterparty.

  1.6. If the counterparty provides Delta House Group with a (residential or delivery) address, it is entitled to deliver all orders there or to send them to that address, unless the counterparty timely provides a different (delivery) address in writing.

Article 2 Quotation and Agreement.

2.1. All offers/quotations from Delta House Group are without obligation and it expressly reserves the right to change prices and/or other (delivery) conditions. Acceptance of offers is subject to a maximum period of 30 days after sending them to the counterparty, unless otherwise indicated by Delta House Group in writing. After this period has expired, no further appeal can be made to the offer, unless Delta House Group still accepts it in writing.

2.2. An agreement only comes into effect after written acceptance of an order from the counterparty by Delta House Group, or after written acceptance by the counterparty of a quotation issued by Delta House Group. If a quotation or agreement contains attachments, such as drawings etc., these are considered to be an integral part of the agreement and form part of it.

2.3. If an offer or quotation from Delta House Group contains an error, mistake or misprint, Delta House Group cannot be held to it, nor is it liable for any damage resulting from it.

2.4. If acceptance of an offer/quotation from Delta House Group by the counterparty deviates, whether or not on subordinate points (as referred to in article 6:225 paragraph 2 BW), Delta House Group is not bound by it and the agreement does not come into effect with due observance of the deviating acceptance, unless Delta House Group indicates otherwise in writing.

2.5. Changes in a quotation or agreement only apply if they are agreed in writing. The additional costs associated with the change can be charged extra to the counterparty.

Article 3 Delivery/ Delivery time.

3.1. The delivery times given by Delta House Group are only indicative and do not constitute fatal deadlines. Exceeding any delivery deadline, for whatever reason, does not give the counterparty the right to compensation or the right to cancel the order or dissolve the agreement.

3.2. Delivery of products or services takes place in the manner and date/time indicated by Delta House Group and with due observance of the conditions and conditions to be indicated by it, unless parties agree otherwise.

3.3. If an exceeding of the intended delivery time is such that it cannot reasonably be required of the customer that the agreement is maintained, the order can be cancelled or the agreement can be dissolved, after default has occurred in the manner as referred to in article 6:82 paragraph 1 BW.

3.4. In the situation as referred to in article 3.3, Delta House Group is not obliged to pay any compensation for (delay) damage.

Article 4 Transport, Delivery, Installation.

4.1. Transport of goods is not included in the agreement, unless parties have agreed otherwise in writing. If transport takes place by or on behalf of Delta House Group, additional costs will be charged for this.

4.2. Unless otherwise agreed, additional work performed by/on behalf of Delta House Group, other than with regard to the delivery of goods as referred to in article 4.1., will be charged. If these tasks assigned to Delta House Group are carried out on site at the counterparty, it must ensure that good conditions have been created for this prior to delivery, which means that the work can be carried out reasonably and properly, failing which additional or extra costs can be charged to it.

4.3. The goods delivered to the counterparty are for its account and risk from the moment of delivery, respectively after transport to the counterparty. If delivered goods are also assembled or installed by Delta House Group, account and risk transfer to the counterparty after installation.

4.4. If installation of the delivered goods takes place at a later time than immediately following delivery or transport to the counterparty, the goods are deemed to have been delivered for the account and risk of the counterparty from Delta House Group after delivery or after this transport.

4.5. If a time for delivery of goods has been determined, the counterparty is obliged to provide all necessary cooperation, including receiving goods or having them placed, failing which the goods are then deemed to have been delivered by Delta House Group, as referred to in article 4.3. (first sentence).

4.6. If delivery as referred to in article 4.5. does not take place, or if postponement of delivery of goods is agreed, the resulting costs (such as additional personnel and transport costs, stabling and/or storage costs) are for the account of the counterparty.

4.7. Delta House Group is not responsible for providing permits, exemptions, (additional) agreements etc. with a view to the use of the goods to be delivered by it, unless otherwise agreed.

Article 5 Prices, invoicing and payment.

5.1. The prices used by Delta House Group for goods and services to be delivered by it are stated in euros, excluding VAT and excluding additional costs and/or costs of third parties.

5.2. The agreed prices are due with due observance of a payment term of 30 days, unless a further payment term or terms have been agreed.

5.3. The goods delivered to the counterparty are for its account and risk from the moment of delivery, respectively after transport to the counterparty. If delivered goods are also assembled or installed by Delta House Group, account and risk transfer to the counterparty after installation.

5.4. The price or purchase price to be paid by the counterparty must be fully paid prior to the delivery of goods, unless otherwise agreed. If payment of this has not taken place on time or in full, Delta House Group has the right to suspend all obligations resting on it.

5.5. With regard to the amounts to be paid by the counterparty (by whatever name), it is not allowed to offset this in whole or in part, as referred to in article 6:127 BW, nor is it entitled to suspend the obligation to do so for whatever reason or on whatever basis.

5.6. Payment terms are considered as fatal terms as referred to in article 6:83 a BW. If payment is not made within the payment term, the counterparty is in default by operation of law and no further notice of default is required.

5.7. In the event of default, the counterparty owes an interest compensation of 1% per month, or statutory interest if this is higher than 1% per month. In that case, the counterparty also owes Delta House Group a compensation for collection costs, based on at least 15% of the claim or (in the case of consumers) based on the Law (or the Decree) Collection Costs. If the actual costs or damage are higher, these can be claimed in full or additionally and the counterparty also owes those costs above 15% of the claim.

Article 6 Reservation of ownership/ intellectual property.

6.1. All goods delivered to the counterparty remain the property of Delta House Group until all amounts that the counterparty owes to Delta House Group (for whatever reason; “extended reservation of ownership”) have been paid.

6.2. Delta House Group is entitled and authorized to reclaim and immediately take possession of delivered goods if the counterparty applies for its bankruptcy or is declared bankrupt, applies for or obtains a suspension of payment, if the debt restructuring scheme pursuant to the Natural Persons Debt Restructuring Act (WSNP) is declared applicable to it or if a seizure is made on all or part of its property or assets. All costs and damage resulting from this for Delta House Group are for the account of the counterparty.

6.3. All acts of disposal with regard to the sold and delivered goods (such as sale, pledging etc.) are prohibited to the counterparty, as long as it has not fully complied with the payment obligation resting on it towards Delta House Group. This provision is intended to have proprietary effect. Actions in violation of this are null and void.

6.4. As long as delivered goods have not transferred ownership, it is forbidden for the counterparty to connect them to real estate in a fixed and immovable manner, including the soil underneath. If the counterparty is the owner of the land on which goods are placed, it will, if desired, cooperate at the first request of Delta House Group in establishing a right of superficies for the benefit of Delta House Group, at the expense of the counterparty.

6.5. The counterparty indemnifies Delta House Group for all claims (by whatever name), which third parties (may) have with regard to the reservation of ownership.

6.6. All (intellectual property) rights of Delta House Group with regard to drawings, designs etc. used by it (in the broadest sense of the word) remain with it and do not transfer to the counterparty by entering into an agreement. These rights cannot also be transferred to third parties. This provision is intended to have proprietary effect. Actions in violation of this are null and void.

6.7. If and insofar as Delta House Group suffers damage on the basis of the provisions in this article, the counterparty is responsible for this and (fully) liable to it.

Article 7 Cancel, dissolve/terminate and suspend agreement.

7.1. An agreement that has been entered into but not (fully) executed can be cancelled in whole or in part by the counterparty, if Delta House Group agrees to this. When cancelling the assignment, the counterparty owes a compensation of at least 25% of the total amount mentioned in the order confirmation (including VAT). Delta House Group has the right to claim its actual damage if this is higher (than 25%).

7.2. If the (damage) compensation referred to in article 7.1 is not paid within 14 days after notification thereof, the right to cancellation expires and the agreement is maintained.

7.3. If the counterparty does not, not properly or not timely comply with any obligation arising from an agreement with Delta House Group, it is in default and Delta House Group can suspend its obligations or dissolve the agreement, by means of a declaration to that effect, without being liable for damages to the counterparty.

7.4. None of the parties is obliged to fulfil any obligation if they are prevented from doing so as a result of force majeure. Force majeure also includes a non-attributable shortcoming of suppliers of Delta House Group. With due observance of a period of at least 90 days after making known the situation of force majeure (to the other party), parties have the right to dissolve the agreement. In that case, performances already made will be undone as much as possible. In the situation as referred to in this article, there is no right to compensation.

7.5. In these general terms and conditions, force majeure is in any case (but not exclusively) understood to mean all external causes, foreseen or unforeseen, on which Delta House Group cannot exert influence and which prevent it from fulfilling its obligations.

Article 8 Warranty/ notification of defects.

8.1. Delta House Group only guarantees the soundness of the goods it delivers itself. If goods from third parties are also involved, it is not responsible for this, nor liable, unless this has happened with its knowledge and consent and at its expense.

8.2. The warranty as referred to in this article implies the obligation to repair free of charge and/or renewed assembly or installation (if agreed) or to properly perform the not or not properly performed (partial) obligation.

8.3. The warranty referred to in article 8.2. is given for a period of six months, counting from the time of actual delivery of goods or after completion.

8.4. The warranty of goods delivered by Delta House Group that it obtains from third parties or for work that it outsources to third parties, only extends to the warranty given by this third party.

8.5. Claims under the warranty referred to in this article lapse if defects or other complaints have not been brought to the attention of Delta House Group in writing within 2 months after discovery and if afterwards, these would not have been remedied, a claim in law has not been made within one year after this notification.

8.6. The warranty obligation referred to in this article also expires if (a) Delta House Group has not been given the opportunity to remedy defects in time and (b) if the counterparty or third parties have carried out work without prior notification and consent from Delta House Group that is related to the work carried out by Delta House Group for which a warranty claim is made.

8.7. All warranties only apply to the counterparty of Delta House Group and not to any subsequent owners or entitled parties.

8.8. Identified defects do not give the counterparty the right to suspend any obligation towards Delta House Group or to terminate the agreement in any way.

Article 9 Liability/force majeure.

9.1. Delta House Group is only liable for direct damage attributable to it that has arisen through deliberate recklessness or intent and only with regard to what is laid down in the agreement.

9.2. Delta House Group is not liable for indirect damage to the counterparty or third parties (in the broadest sense of the word), including in any case (but not exclusively) consequential damage, lost profit, missed savings, business stagnation and/or immaterial damage.

9.3. Liability of Delta House Group is in any case limited to a maximum of the amount to which it is entitled on the basis of an insurance policy taken out by it or to a maximum of the invoice amount of the agreement to which the damage event relates, with a maximum of € 25,000.00 per case, whereby a series of events or successive events or events that are directly related to the agreement are regarded as one case.

9.4. Any liability claim against Delta House Group in any case expires after one year after the counterparty has become aware of the damage-causing fact or could reasonably have been aware of it.

Article 10 Building Decree not applicable.

10.1. Except for further agreements to be made by parties, the provisions of the Building Decree (2012) do not apply. If the counterparty desires this with regard to one or more parts of the agreement, this can be declared applicable, however only insofar as (a) Delta House Group agrees to this in writing and (b) the counterparty pays the additional costs involved to Delta House Group.

Article 11 Privacy Policy.

11.1. All data and information that the counterparty provides to Delta House Group will be kept carefully and confidentially. Delta House Group can use this data to contact the counterparty again in the future.

11.2. If, on the basis of a legal provision or a judicial decision, Delta House Group is obliged to provide confidential information to third parties, it will comply with this and as a result it is not liable for damages to the counterparty, nor to third parties.

Article 12 Deviation in agreement and General terms and conditions / conflict with mandatory law.

12.1. If what is stated in these general terms and conditions deviates from or conflicts with the agreement concluded by the parties, what is stipulated in the agreement applies.

12.2. If one or more provisions in these general terms and conditions conflict with the law or a mandatory provision, this provision will be converted or replaced in accordance with its intention and scope by a valid (comparable) provision. Nullity of one (or more) provision(s) in these general terms and conditions does not entail nullity of the other provisions, nor of these general terms and conditions.

Article 13 Disputes and applicable law.

13.1. All offers, proposals and agreements governed by these conditions are subject to Dutch law only. The Dutch text of the general terms and conditions is decisive for any interpretation thereof.

13.2. All disputes relating to or arising from the offers made, proposals made and/or agreements concluded with Delta House Group will be brought exclusively before the competent Dutch court in the district of the place of business of Delta House Group.

(Version .. November 2023)