Clause 1. Applicability
1. These General Terms are applicable to all offers, quotations, activities, assignments and agreements of and with Isolectra B.V.
2. Where in these General Terms the term “Client” is used this should mean any company, establishment or organization which has a contractual relationship with Isolectra B.V.
pursuant to an agreement entered into with Isolectra B.V. or which wishes to enter into an agreement with Isolectra B.V. In particular, the term “Client” also means the party on
whose instruction and at whose expense the delivery is performed.
3. Where in these General Terms the term “Delivery” is used, this means the following: the delivery of goods and provision of services including design, installation and service activities.
4. Deviations from these General Terms can only be agreed in writing.
5. Any invalidity of one or more provisions in these General Terms does not affect the validity of the other provisions.
6. If a provision in these General Terms is null and void or has been annulled pursuant to the law, the parties are deemed to have agreed a replacement provision which is
indeed allowed by law and which is as much as possible in line with the purport and content of the original provision and the other provisions in these General Terms.
7. General (purchase) conditions applied by the Client howsoever called, will not be applicable. Any application of such general (purchase) conditions is hereby explicitly
Clause 2. Quotations
1. Quotations of Isolectra B.V. are also based on the information provided by the Client. The Client guarantees that to the best of his knowledge he has provided all essential
information for the set-up, execution and completion of the assignment.
2. The quotations submitted by Isolectra B.V. are without any obligation and valid for 30 days unless Isolectra B.V. has explicitly stated otherwise in writing.
3. The documents forming part of the quotation (design, drawings, models, samples, descriptions, images and the like) are as accurate as possible but they are not binding
and remain the property of Isolectra B.V. These documents must be returned at the request of Isolectra B.V. and shall not be reproduced and/or disclosed without the
explicit consent of Isolectra B.V.
4. Isolectra B.V. is entitled to charge the Client for the costs involved in (drawing up) a quotation provided Isolectra B.V. has informed the Client of this in advance in
writing and the Client has provided its prior written approval.
Clause 3. Agreement
1. Verbal undertakings and arrangements with employees of Isolectra B.V. will only be binding on Isolectra B.V. after and insofar they have explicitly been confirmed in
writing by an authorized representative of Isolectra B.V.
2. An agreement with Isolectra B.V. will be formed at the moment that either the written order confirmation is sent by Isolectra B.V. or the agreement drawn up by Isolectra B.V.
has been signed by the Client.
3. In the event of a difference between an order of the Client and the subsequent order confirmation by Isolectra B.V., the order confirmation of Isolectra B.V. will prevail.
4. Any additions, amendments, contract variations and further arrangements with regard to the agreement will only be valid if they have been agreed in writing by
5. Isolectra B.V. is authorized - if the Client’s financial position reasonably gives rise to it - to demand an advance payment or security and awaiting this to suspend the full or
partial performance of the agreement.
6. The items will be sold and delivered with due observance of the usual tolerances, per the Specifications (attached hereto as Exhibit 5) for measurements, quantities and weights unless explicitly otherwise agreed.
7. Isolectra B.V. is not responsible for faults in images or generic indications of measurements, weights, qualities and/or price(lists) of any nature whatsoever
that are provided by the Client to Isolectra.
8. Interim termination by the Client of an agreement entered into can only take place with the prior written consent of Isolectra B.V. If Isolectra B.V. agrees to the
termination, the Client will owe Isolectra B.V. compensation of at least 25% of what the Client should have paid to Isolectra B.V. on the performance of the agreement notwithstanding the right of Isolectra B.V. to full compensation for costs and losses incurred.
Clause 4. Obligations of Isolectra B.V.
1. Isolectra B.V. is not responsible for faults in images or generic indications of measurements, weights, qualities and/or price(lists) of any nature whatsoever that are
provided by the Client to Isolectra.
2. Interim termination by the Client of an agreement entered into can only take place with the prior written consent of Isolectra B.V. If Isolectra B.V. agrees to the termination, the
Client will owe Isolectra B.V. compensation of at least 25% of what the Client should have paid to Isolectra B.V. on the performance of the agreement notwithstanding the right of
Isolectra B.V. to full compensation for costs and losses incurred.
Clause 5. Obligations of the Client
1. Insofar as the delivery by Isolectra B.V. takes place in connection with the building activities of the Client with regard to immovable property the Client will be obliged to
take out a usual CAR insurance (Contractor’s All-Risks Insurance) or equivalent insurance and to maintain this policy in which Isolectra B.V. (and the subcontractors engaged by
Isolectra B.V. for the performance of the delivery) is included as a co-insured if the delivery serves for the performance of the Client’s business operations unless otherwise
agreed in writing.
2. The Client will arrange for the provision to Isolectra B.V. of written evidence of the document referred to in paragraph 1.
3. The Client will ensure that he has in his possession the licenses, exemptions, administrative decisions or approvals which are required for the delivery. If the Client fails to do this Isolectra B.V. can dissolve the agreement pursuant to Clause 15 paragraph 1 and claim compensation.
4. The Client will arrange within due time to have the site, the building and the location on or in which the delivery must take place freely at his disposal and to have free access to
these and ensure that access is available to (utility) provisions such as electricity, (drinking) water, gas, compressed air, telecom or sewer connections and that there are
clean, safe and healthy conditions. The Client is obliged to warn Isolectra B.V. and its employees of any dangerous situations within due time.
Clause 6. Delivery periods
1. The agreed delivery periods are always provided approximately and will apply subject to unforeseen circumstances. Isolectra B.V. will try to deliver as far as possible within the
delivery periods specified or agreed. Except for cases of intentional act or omission or conscious recklessness the exceeding of the delivery period will not entitle the Client to
claim compensation, to refuse the delivery, nor entitle him to the non-performance or suspension by him of any personal obligation arising from the agreement or to the full or
partial dissolution of the agreement.
2. If the delivery cannot take place on the agreed moment in time or within the agreed period, Isolectra B.V. will be entitled to part deliveries and to apply a reasonable period
for subsequent delivery.
3. If the Client requests that delivery of items will take place in a different manner than the usual one, Isolectra B.V. can charge the Client for the associated costs only upon the
Client’s prior written approval.
4. If the delivery takes place in parts, Isolectra B.V. will be entitled to consider each delivery as a separate transaction.
Clause 7. Complaints and liability
1. The Client must check the delivered item within fourteen (14) days after the delivery for any deviations from what has been agreed. Any complaints must be submitted in writing
to Isolectra B.V. within fourteen (14) working days after the delivery date. If the Client does not provide such notice, after the said period has expired the delivered item will be
considered as having been accepted irrevocably and unconditionally by the Client. The Client must keep the faulty items available for Isolectra B.V. By submitting a complaint,
the payment obligation of the Client with regard to the items under discussion will not be suspended. Non-visible defects must be submitted in writing by the Client within
thirty (30) working days after being discovered but not later than within one year after the delivery. Any legal actions must be brought not later than one year after having
submitted a complaint within due time under pain of this right having lapsed.
2. Quality requirements or quality standards of goods to be delivered by Isolectra B.V. are exclusively binding if they have been explicitly agreed. Minor deviations and differences
in the quality, color, size or finish customary in the sector or which are technically unavoidable are not considered as constituting a failure and do not form grounds for
dissolution or compensation.
3. The Client is not entitled to return goods in connection with which there is no reasoned complaint. Should this nevertheless be done without any valid reason, all costs
associated with the return will be at the expense of the Client. In that case, Isolectra B.V. will be free to store the goods at third parties at the expense and risk of the Client.
4. Isolectra B.V. only accepts returns after prior, explicit consultations with Isolectra B.V. and if provided with a return number issued by Isolectra B.V.
5. Subject to the provisions set out below under 6. neither Isolectra B.V., nor employee(s) of Isolectra B.V., nor any third parties engaged by Isolectra B.V. will ever be liable for
any reason whatsoever for any loss of the Client or any third party with regard to any obligation to deliver, the delivery of the goods, the delivered goods themselves or their
use or with regard to any activities or advice, including loss as a result of the improper fulfilment of an obligation to remedy or re-delivery. Neither will transport costs, travel
and accommodation costs, costs of (dis)assembly and/or (re-)installation, loss of profitsand business interruption be eligible for compensation even if Isolectra B.V. has been
notified of the possibility of such types of losses.
6. The liability of Isolectra B.V. in the event of a failure in the performance of an agreement, will at all times be limited to: (i) re-delivery of the performance to which the
failure relates; or (ii) compensation for the direct loss suffered by the Client up to a maximum of the invoice amount to be received by Isolectra B.V. for the performance to
which the failure relates, all this at the discretion of Isolectra B.V.
7. The provisions set out above under 5. and 6. are not applicable if an intended act or omission or conscious recklessness on the part of Isolectra B.V. is involved.
8. Under no circumstance will there be a failure by Isolectra B.V. if:
a. and for as long as the Client is in default with regard to Isolectra B.V.;
b. the delivered goods have been exposed to abnormal circumstances or have been treated negligently or incompetently by the Client, its employees or third parties
engaged by it;
c. the delivered goods are stored by the Client, its employees or third parties engaged
by it for a longer period than is usual and it is plausible that this caused a quality loss.
9. With due observance of the provisions set out in paragraph 2 of this Clause Isolectra B.V. does not guarantee and will never be deemed to have guaranteed or to have
warranted that the delivered goods will be free from breakdowns and will be suitable for the purpose for which the Client wishes to work, process or use them or to have
10. If the agreement relates to goods which Isolectra B.V. procures or has procured from third parties, the responsibility and/or liability of Isolectra B.V. will be limited to that for
which the supplier of Isolectra B.V. or third party(parties) engaged by Isolectra B.V. is responsible and/or liable to Isolectra B.V. and on account of this actually performs or
11. The risk of loss of or damage to the goods to be delivered will transfer to the Client at the moment at which the goods are actually delivered and/or their title has been
transferred to the Client and they are thereby brought into the power of the Client or of third parties designated by the Client.
12. The Client indemnifies Isolectra B.V. against all claims by third parties for compensation of losses or otherwise which are directly or indirectly associated with any obligation to
deliver, the delivery of the goods, the delivered goods themselves or their use or with regard to any activities or advice. Moreover, the Client will safeguard Isolectra B.V.
against all claims by third parties for compensation of losses or otherwise which are directly or indirectly associated with the processing and/or (electronic) transmission of
the information provided by Isolectra B.V. The indemnity in this Clause is not applicable in the event of an intentional act or omission or conscious recklessness of Isolectra B.V.
Clause 8. Price and payment
1. The prices quoted by Isolectra B.V. - regardless of whether they were quoted verbally, in writing or otherwise - are based on details provided by the Client, if any, in euros and
excluding turnover tax and other public charges applicable to the delivery.
2. The prices are based on delivery ‘free domicile within the Netherlands’. Isolectra B.V. reserves the right to charge for administration and transport with regard to deliveries
under a certain order amount.
3. Unless otherwise agreed the delivery will take place by forwarding agents selected by Isolectra B.V.
4. All prices and rates for services and/or other activities are based on their performance during normal working hours in a normal working week from Monday
to Friday. All activities performed outside normal working hours will be settled at the rates then applicable to them.
5. If after the date of the agreement, one or more costing factors undergo an increase - even though this takes place pursuant to foreseeable circumstances - Isolectra B.V. will
be entitled to increase the agreed price accordingly.
6. Isolectra B.V. is entitled to invoice separately each part delivery which also includes the delivery of parts of a combined order. Moreover, with regard to assignments requiring a
long processing period Isolectra B.V. is entitled to invoice in instalments on the understanding that in that case Isolectra B.V. will consult the Client in advance about
the periods and the amount of the instalments.
7. Each payment must take place by remittance within thirty days after the invoice date and without deduction of any amount that is not based on an explicitly agreed discount
or settlement. Deviating payment schemes must have been agreed in writing. The right of the Client to set-off any of his claims on Isolectra B.V. is explicitly excluded.
8. The payment period stipulated in paragraph 6 of this Clause constitutes a deadline. Should this deadline be exceeded, Isolectra B.V. will provide written notice to the Client
of such nonpayment. The Client will have ten (10) days to cure such nonpayment before being held in breach of the agreement
9. From the moment of default as provided in paragraph 7 of this Clause the Client will owe the statutory commercial interest. If Isolectra B.V. has to take (extra-) judicial
measures in connection with the late payment, all costs resulting from this will be at the expense of the Client amounting to at least 15% of the outstanding claim with a
minimum of EUR 50.00 notwithstanding the right to full compensation.
10. The accounts of Isolectra B.V. will constitute evidence of the price, the type and the quantity of the goods delivered and/or the services provided to the Client unless the
Client furnishes evidence to the contrary.
11. Isolectra B.V. is entitled - regardless of any varying regulations or payments - to allow all payments to serve to reduce the amounts owed by the Client to Isolectra B.V. on
account of deliveries, interest and/or costs, in an order to be chosen by Isolectra B.V.
12. Isolectra B.V. is entitled to suspend the delivery of goods if and for as long as the Client does not, not fully, not properly or not in a timely manner fulfil any of its payment
obligations arising from the agreement towards Isolectra B.V.
13. Isolectra B.V. can transfer its claims on account of all transactions to a credit insurer of its choice.
Clause 9. Retention of title and security
1. All goods delivered by Isolectra B.V. including also any designs, sketches, drawings, films, software, (electronic) files, project plans, etc., remain the property of Isolectra B.V. until
the moment of full payment of all amounts owed by the Client to Isolectra B.V. on account of, in connection with or arising from the goods delivered by Isolectra B.V. If this
is deemed necessary by Isolectra B.V. they will be entitled to demand security from the Client with regard to the fulfilment of his obligations.
2. The Client is not entitled to pledge the goods covered by the retention of title nor to encumber them in any other way.
3. If as a result of the Client working or processing the goods the ownership right of Isolectra B.V. attached to the goods delivered by them has been lost, the Client will be
obliged to create immediately for the benefit of Isolectra B.V. a non-possessory pledge on the goods created after they have been worked or processed.
4. Isolectra B.V. is at all times entitled to take the goods which are in possession of the Client (or third parties) but which are the property of Isolectra B.V., as soon as Isolectra B.V. can reasonably assume that there is a realistic chance that the Client will not fulfil his obligations. The foregoing does not affect the other rights of Isolectra B.V. including
the right to compensation.
5. The Client is obliged to insure the goods delivered under a retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to
show the respective policy at Isolectra B.V.’s request.
6. Isolectra B.V. is entitled to keep in its possession the goods of the Client, which Isolectra B.V. has or will have in its possession for any reason whatsoever until all the amounts
which are due from the Client to Isolectra B.V. have been paid unless the Client has provided sufficient security for this. Isolectra B.V. will also have this right of retention in
the event that the Client is granted a moratorium or the Client has been declared bankrupt.
Clause 10. Properties of the Client
1. With regard to the storage and use, the working and processing of goods which have been provided by the Client to Isolectra B.V., Isolectra B.V. will observe the same care
as with regard to its own goods but in no event less than a commercially reasonable standard of care.
2. However, the risk of the goods provided by the Client to Isolectra B.V. rests at all times with the Client.
Clause 11. Intellectual property rights
1. The Client guarantees that the performance by Isolectra B.V. of the assignments given by him will not infringe any intellectual property rights owned by third parties.
2. The copyright as well as any other intellectual property rights to the sketches, drawings, photographs, software, models etc. designed or realized by Isolectra B.V. are exclusively
vested in Isolectra B.V. or its suppliers unless explicitly otherwise agreed in writing. Unless explicitly otherwise agreed in writing, the Client will only acquire a non-exclusive, non-transferrable and Non-sub licensable right to use the sketches, drawings, photographs, software, models etc. designed or realized by Isolectra B.V. in connection with their own business operations.
Clause 12. Privacy
1. If in connection with the delivery Isolectra B.V. processes personal details within the sense of the GDPR (General Data Protection Regulation) Isolectra B.V. will process this
personal data in accordance with the provisions set out in this Clause 13. With regard to such data processing the Client must be considered as the party responsible for this
personal data and Isolectra B.V. as the processor.
2. Isolectra B.V. will process the personal data to be processed in connection with the delivery exclusively as the processor by the order of and according to the instructions of the Client. As the processor, Isolectra B.V. will to the best of its abilities arrange suitable technical and organizational measures to protect the personal data against loss or
against any form of unlawful processing. After prior consultation, the Client can monitor Isolectra B.V.’s compliance with this.
3. In his capacity as the responsible party, the Client guarantees that all legal regulations with regard to the processing of personal data including the regulations provided in or
pursuant to the GDPR, are strictly observed and that all prescribed notifications have taken place and all required consents for the processing of personal data have been
obtained. The Client will provide Isolectra B.V. immediately in writing with all the information requested in this connection.
4. The Client indemnifies Isolectra B.V. against all claims by third parties due to violation of the GDPR or other regulations regarding the processing of personal data unless the
Client proves that the facts on which the claim is based are exclusively attributable to Isolectra B.V.
Clause 13. Force majeure
1. Neither party is obliged to fulfil any obligation if he is prevented from doing so because of force majeure (“non-attributable failure”).
2. The force majeure of Isolectra B.V. also means government intervention, strikes, operational delays, power breakdowns, non- or late performance by suppliers or other
third parties engaged, transport problems or transport obstructions making the transport from or to the business of Isolectra B.V. difficult or obstructing this transport as well as
import and export restrictions.
Clause 14. Dissolution
1. Isolectra B.V. is entitled to dissolve this agreement via a registered letter with immediate effect without any judicial intervention being required and without being obliged to pay
compensation for any loss whatsoever, if:
a. the Client in the circumstances as meant in Clause 3 paragraph 5 refuses to pay in advance or provide sufficient security at the first request;
b. the Client applies for a moratorium or files for bankruptcy or has been granted a moratorium or bankruptcy or if the Client is dissolved or discontinues its business activities;
c. the Client does not, not fully, not properly or not within due time fulfil any obligation to Isolectra B.V. arising from the agreement and - despite having been given a notice of default fails to remedy the failure after a request to this end within a reasonable period to be specified by Isolectra B.V.
2. Moreover, only after the force majeure on the part of Isolectra B.V. as meant in Clause 14 has lasted for more than six (6) months, can the Client as well as Isolectra B.V. dissolve the
agreement via a registered letter namely exclusively with regard to that part of the obligations that has not yet been fulfilled. In that case the parties will not be entitled to compensation for the losses suffered or to be suffered as a result of the dissolution.
Clause 15. Assignability / subcontracting
1. Neither party can assign his rights and obligations under an agreement to a third party without the prior written consent of the other party. Subsidiaries and group companies
of either party as well as companies otherwise affiliated with either party are not considered as a third party within the sense of paragraph 1 of this Clause.
2. In performing its obligations under an agreement, Isolectra B.V. can engage third parties.
Clause 16. Applicable law and dispute settlement
1. The quotations submitted by Isolectra B.V. and all agreements entered into by Isolectra B.V. are exclusively governed by Dutch law. The applicability of the Vienna
Sales Convention is hereby explicitly excluded.
2. Any disputes which might arise between the parties will be settled by the competent Court in Rotterdam