Filed on 2 December 2013 with the Chamber of Commerce in Brabant under number 06079941.

Article 1 – General

• Estillon is the user of these general terms and conditions and shall be referred to as “Estillon”.
• “Customer” means any legal entity or natural person acting in the course of a business or profession to whom Estillon makes an offer, who places an Order with Estillon or with whom Estillon has any legal relationship.
• “Agreement” means the agreement, including any purchase agreement, concluded between Estillon and the Customer.
• “Order” means an order placed with Estillon by a Customer.
• “Products” means all goods produced for or supplied to a Customer under an Agreement.

Article 2 – Applicability

• These general terms and conditions apply to and form an integral part of all our offers, including appendices, agreements with Estillon and other legal relationships with Estillon.
• Estillon expressly rejects any general terms and conditions of the Customer.
• Any deviations from or additions to these general terms and conditions shall only be binding on Estillon if agreed in writing.
• Article 15 also applies to orders placed through Estillon’s webshop. Where Article 15 differs from another provision of these general terms and conditions, Article 15 shall prevail insofar as the difference relates to a webshop order.

Article 3 – Quotations

All our quotations, including appendices, are non-binding.

Article 4 – Changes to Products

• Illustrations, drawings, details of colours, designs, dimensions and similar information are indicative only and are not legally binding, unless otherwise agreed in writing.
• The stated dimensions, weights, technical data, contents lists and accompanying illustrations are indicative only and are not legally binding, unless otherwise agreed in writing.
• Estillon is entitled to make reasonable changes to the Agreement. Only if such changes cause the Products to differ materially from the agreed Products shall the Customer be entitled to terminate the Agreement within 14 days of being notified of the deviation.
• Estillon is obliged to supply Products that comply with technical specifications or standards established by government bodies, without prior notice to the Customer. Where the Products are supplied abroad, the Customer is responsible for informing Estillon, before the Agreement is concluded, of any technical requirements imposed by the laws of the country concerned.

Article 5 – Prices

• Unless otherwise agreed in writing, Estillon applies the net prices valid on the date the Agreement is concluded, excluding VAT and other government levies applicable to the Agreement.
• If prices change after the date of the offer due to increases in the prices of auxiliary materials and raw materials, wages, social security contributions, taxes, transport costs and/or insurance premiums, Estillon is entitled to adjust its prices.
• If an amended Order or a default by the Customer results in delay costs or other costs, Estillon is entitled to adjust the price.
• Transport and/or storage costs for Products made available to the Customer may be charged separately to the Customer.
• Costs for assembly, servicing, installation and/or making the Products ready for use may be charged to the Customer.

Article 6 – Delivery

• Delivery times stated by Estillon are indicative and shall never constitute strict deadlines, unless otherwise agreed in writing.
• Unless otherwise agreed in writing, transport and shipping costs shall be charged separately to the Customer. For orders placed through the webshop, these costs shall be shown to the Customer before the order is placed, insofar as they can be calculated in advance. Carriage-paid delivery shall only apply where expressly agreed in writing.
• Estillon is permitted to deliver the Products in instalments. This does not apply where a partial delivery has no independent value. If the Products are delivered in instalments, Estillon is entitled to invoice each instalment separately.
• The delivery period commences once Estillon is able to complete all formalities necessary for the work.
• Where payment in instalments has been agreed and the first instalment falls due on the commencement date of the Agreement, the delivery period shall not commence until the first instalment has been received.
• If the Customer refuses delivery of the Products or fails to provide information necessary for delivery, the Products shall be stored at the Customer’s risk. In that event, the Customer shall be liable for all additional costs.
• Risk in the Products passes to the Customer upon delivery, even if ownership has not yet passed.
• Estillon shall not be liable for damage resulting from failure to meet delivery times, except in cases of intent or gross negligence.
• Any extension of the delivery period requested by the Customer requires Estillon’s written approval. Any resulting costs shall be borne by the Customer.

Article 7 – Retention of title

• Products supplied by Estillon remain Estillon’s property until the Customer has fulfilled all obligations under the Agreement, including claims arising from failure to perform the Agreement.
• Products supplied by Estillon shall be stored separately at the Customer’s premises until payment has been made.
• If the Customer has already used or installed the Products supplied, the Customer shall, until payment has been made, return the Products or dismantle and return them to Estillon upon Estillon’s first request. The associated costs and damage shall be borne by the Customer.
• Products subject to retention of title may only be resold by the Customer in the ordinary course of business. The Customer is not entitled to pledge the Products or establish any other right, including a limited right, over them.

Article 8 – Payment

• Unless otherwise agreed in writing, payment must be made in full before delivery. Estillon may grant the Customer written permission to pay on account. Payment on account is only possible subject to approval by the credit insurer and in accordance with the payment period set by Estillon.
• Payment must be made within 30 days of the invoice date. This is a strict deadline.
• If payment is not made within the period referred to in paragraph 2, the Customer shall owe statutory commercial interest from the invoice due date, calculated for each month or part of a month.
• Payment must be made in euros, unless otherwise agreed in writing.
• Payments made by the Customer shall first be applied towards all outstanding costs and interest, and then towards the oldest due invoices, even if the Customer states that the payment relates to a later invoice.
• If payment is not made within the period referred to in paragraph 2, Estillon is entitled to recover all costs, and extrajudicial collection costs shall be payable in accordance with the Dutch BIK scale.

Article 9 – Liability

• Where Estillon is liable, its liability shall be limited to direct damage up to the amount covered by Estillon’s insurance, plus the policy excess. In no event shall liability exceed the invoice value of the Agreement. Liability for consequential loss is excluded, except in cases of intent or gross negligence.
• Estillon shall not be liable for damage suffered by the Customer due to defects in Products supplied by Estillon, except in cases of intent or gross negligence, or where liability arises under mandatory product liability law.

In such cases, Estillon shall only be liable for direct damage insofar as it is covered by insurance.

• In relation to product liability, Estillon shall never be liable to the Customer for damage suffered by the Customer as a result of claims by third parties, including the Customer’s own employees, concerning damage caused by third-party Products supplied by Estillon in the course of its business.
• In relation to Products or product liability, Estillon shall only be liable where damage suffered by the Customer and/or third parties arises from normal use of the Products in accordance with Estillon’s instructions.
• The Customer must immediately forward any third-party liability claims to Estillon and refrain from making any commitment regarding compensation.
• The Customer shall indemnify Estillon against all costs and damage incurred by Estillon as a result of a claim for which Estillon is not liable, including but not limited to all legal costs.
• The Customer must insure the Products referred to above against theft, fire, storm and water damage, and ensure that the relevant insurance policy also covers third-party Products.
• Insurance proceeds relating to damage or loss shall take the place of the Products concerned. The Customer must handle insurance claims properly, receive insurance proceeds on Estillon’s behalf and transfer those proceeds to Estillon in full upon first request.

Article 10 – Defects; notification periods

• The Customer must inspect or arrange for inspection of the Products immediately after delivery, as soon as possible and in any event within 3 days. The Customer must check whether the Products conform to the Agreement.
• If any non-conformity is found, the Customer must notify Estillon no later than 30 days after delivery of the Products concerned.
• The Customer must notify Estillon in writing of any hidden defects within 30 days of discovery, and in any event no later than 90 days after delivery.

Article 11 – Force majeure

• Force majeure means circumstances that Estillon was not required to take into account when entering into the Agreement and that prevent normal performance of the Agreement. These include, but are not limited to, illness, war or the threat of war, civil unrest, sabotage, power failures, acts of God such as floods, earthquakes, epidemics or pandemics, fire, occupation of business premises, strikes, lockouts, government measures and transport problems.
• Force majeure also includes failure by suppliers on whom we depend for performance of the Agreement to fulfil their contractual obligations towards Estillon, unless this is attributable to Estillon.
• In the event of force majeure, Estillon is entitled to amend the delivery period or, if performance has become impossible or unreasonably onerous, terminate the Agreement without being liable for compensation.
• If the force majeure situation lasts longer than three months, the Customer is entitled to terminate the Agreement.
• If subsequent delivery results in increased costs, these shall be borne by the Customer.
• Following termination of the Agreement, Estillon is entitled to reimbursement of the costs it has incurred insofar as the other party has benefited from the work performed.

Article 12 – Termination

• If the Customer fails to perform the Agreement, or in the event of the Customer’s bankruptcy, suspension of payments, liquidation of its business, proposal of a private debt restructuring arrangement or an arrangement under the Dutch WHOA, the Customer shall automatically be in default. Estillon shall then be entitled to terminate the Agreement without notice of default or court intervention, without being liable for any compensation or guarantee, and without prejudice to Estillon’s other rights. In such cases, all claims shall become immediately due and payable in full.
• During performance of the Agreement, Estillon is entitled to request security for the fulfilment of the Customer’s obligations. If the Customer refuses to provide the requested security, Estillon is entitled to terminate the Agreement without court intervention.
• Upon first request, the Customer must provide full insight into its creditworthiness through documents prepared by an accountant or registered accountant. Failure to do so entitles Estillon to terminate the Agreement without court intervention.

Article 13 – Intellectual property and confidentiality

• Unless otherwise agreed in writing, Estillon retains all intellectual property rights in all our designs, drawings, written materials, data carriers or other information, quotations, illustrations, sketches and models.
• The Customer undertakes to keep confidential all information provided by Estillon. Confidential information shall in any event include the subject matter of this Article and our business information.
• The Customer must impose a written confidentiality obligation reflecting this provision on its employees and/or third parties involved in performing this Agreement.

Article 14 – Miscellaneous

• These general terms and conditions have been drawn up in several languages. In the event of any difference in interpretation, discrepancy or conflict between the Dutch text and a translation, the Dutch text shall prevail and be decisive at all times.
• Estillon is entitled to amend these terms and conditions. Such amendments shall take effect on the announced effective date.
• All Agreements and these terms and conditions are governed by Dutch law.
• The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply, nor does any future international convention governing the sale of movable goods whose application may be excluded by the parties.
• Any disputes arising from an Agreement to which these terms and conditions apply, or from subsequent Agreements, shall be settled by the competent court of the District Court of Oost-Brabant, unless the parties agree otherwise or another court has exclusive jurisdiction.

Article 15 – Orders placed through the webshop

15.1 Business use

Estillon’s webshop is intended exclusively for legal entities and natural persons acting in the course of a business or profession.

By registering and placing an order, the Customer confirms that it is acting in the course of a business or profession.

15.2 Registration and account

Orders through the webshop may only be placed once the Customer has registered.

The Customer is responsible for providing complete and accurate business details, contact details, billing details and delivery details, and for keeping them up to date.

The Customer is responsible for the use of its account and login details, and for all orders placed through its account. The Customer must inform Estillon immediately of any suspected misuse or unauthorised use of the account.

Estillon is entitled to refuse registration or temporarily or permanently block an account in the event of:

a. incorrect or incomplete details;
b. suspected misuse or fraud;
c. a security risk;
d. payment problems; or
e. other circumstances in which Estillon cannot reasonably be expected to maintain the account.

15.3 Placing an order

The presentation of Products in the webshop constitutes an invitation to the Customer to place an order and does not constitute a binding offer by Estillon.

By placing an order and completing the online payment, the Customer makes a binding offer to Estillon to enter into an Agreement.

Before placing the order, the Customer is given the opportunity to check the selected Products, quantities, business details, delivery details and payment details, and to correct any input errors.

15.4 Receipt and acceptance of the order

After placing an order, the Customer receives an automatic acknowledgement of receipt and/or payment confirmation.

This automatic confirmation solely indicates that Estillon has received the order and payment. It does not constitute acceptance of the order.

Estillon checks each order manually. The Agreement is only concluded once Estillon has expressly accepted the order by sending a definitive order confirmation by email.

Estillon is entitled to decline an order where:

a. a Product is unavailable or available in insufficient quantities;
b. the stated price, product information or other information is manifestly incorrect;
c. the order cannot be fulfilled within Estillon’s delivery area or delivery capabilities;
d. the business, payment or delivery details provided are incorrect or incomplete;
e. there is suspected misuse, fraud or a security risk; or
f. Estillon has other valid reasons for not fulfilling the order.

15.5 Partial availability

If one or more Products in an order are unavailable or available in insufficient quantities, Estillon will contact the Customer.

Estillon and the Customer will then discuss whether:

a. the available Products will be delivered;
b. the unavailable Products will be delivered at a later date;
c. an alternative Product will be supplied;
d. part of the order will be cancelled; or
e. the entire order will be cancelled.

Estillon will not partially fulfil an order without consultation where this would constitute a material departure from the original order.

The amended order will only become final once Estillon has confirmed the agreed arrangements by email.

15.6 Advance payment

Orders placed through the webshop must be paid in full in advance online using one of the payment methods offered in the webshop.

Completion of payment or receipt of a payment confirmation does not mean that Estillon has accepted the order.

If an order is declined in whole or in part, or cancelled in whole or in part following consultation, Estillon will refund the amount relating to the declined or cancelled portion.

Refunds will, in principle, be made using the same payment method used for the original payment.

15.7 Prices and additional costs

Prices stated in the webshop exclude VAT, unless expressly stated otherwise.

Any shipping costs, surcharges, taxes and other additional costs will be shown to the Customer before the order is placed, insofar as they can be calculated in advance.

15.8 Delivery area

Orders may be placed through the webshop for delivery to the countries available for selection at checkout.

Delivery to other countries is only possible on request and following prior consultation with Estillon.

In such cases, Estillon will assess, among other things, delivery options, transport costs and other applicable conditions. The order will only be accepted once these conditions have been agreed with the Customer and confirmed by Estillon.

15.9 Product information and availability

Illustrations, descriptions, technical data, dimensions, colours and other product information in the webshop are intended to provide the best possible representation of the Products. Article 4 of these general terms and conditions also applies to this information.

Statements regarding stock, availability and delivery times are indicative. They do not guarantee that a Product is actually available or will be delivered on a particular date.

15.10 Inspection, defects and returns

The Customer must inspect the Products immediately after delivery, as soon as possible and in any event within three days. The Customer must check that the Products correspond to the order and have no visible defects or transport damage.

If the Customer identifies any non-conformity, it must notify Estillon in writing no later than thirty days after delivery.

Hidden defects are subject to the provisions and time limits set out in Article 10.3 of these general terms and conditions.

As the webshop is intended exclusively for business Customers, the statutory right of withdrawal for consumers does not apply.

Correctly supplied Products may only be returned following prior consultation and with Estillon’s written permission.

For each return request, Estillon and the Customer will agree:

a. whether the Product may be returned;
b. the address to which the Product must be sent;
c. how the Product must be packaged and shipped;
d. who will bear the return costs; and
e. how any refund or credit will be processed.

Estillon is not required to accept returns made without its prior written permission.

15.11 General terms and conditions

Before placing an order, the Customer is given the opportunity to view, download and save these general terms and conditions electronically.

By placing an order, the Customer declares that it has read these general terms and conditions and agrees to their applicability.