General delivery and payment conditions of Cleanseat B.V.,
with its registered office in Delfgauw, The Netherlands


Art. 1.1. All offers shall be made with these General Delivery and Payment Conditions being declared applicable to the offer, the acceptance of the offer and the agreement thus concluded, regardless of whether the goods sold by CLEANSEAT have been purchased or received directly from CLEANSEAT or third parties.
1.2. All of CLEANSEAT's offers shall be without obligation and shall only bind CLEANSEAT if an offer is followed by a written confirmation from CLEANSEAT that an agreement has been concluded. Representatives and/or agents do not have any representative authority and cannot conclude any agreements which are binding for CLEANSEAT.
1.3. If, in the acceptance of an offer made by CLEANSEAT, reservations or changes are made with respect to the offer, the agreement shall not be concluded unless and until CLEANSEAT informs the Customer in writing that it consents to these deviations from the offer.


Art. 2.1. Changes in the agreement and deviations from these General Delivery and Payment Terms and Conditions shall only become effective if confirmed in writing by CLEANSEAT.
2.2. If changes result in the costs being increased or decreased, an ensuing change in the purchase price must be confirmed by CLEANSEAT BV in writing.


Art. 3.1. Orders shall be executed based on the price list adopted by CLEANSEAT as this applies on the day of delivery.
3.2. If prices have been agreed on another basis, they shall be binding. Insofar as these prices have been based on the amount of the wage costs, social security contributions and government charges, freight and insurance premiums, the price of raw materials, the costs of materials and parts, exchange rates and/or other costs applicable at the time, CLEANSEAT shall, in the event that one or more of these price factors increases or decreases, be entitled to increase or decrease its prices accordingly, in which case the Customer shall be entitled to rescind the agreement within eight days after written notice by CLEANSEAT of this price change.

Quality and description

Art. 4.1. CLEANSEAT undertakes vis-á-vis the Customer to deliver the goods sold to it in accordance with the description, quality and amount described in the offer (as possibly changed later).
4.2. CLEANSEAT undertakes vis-á-vis the Customer to deliver goods which:
a. Have been manufactured from quality materials and have a sound construction;
b. Are as similar as possible to any samples or models which have been made available or furnished by CLEANSEAT and/or the Customer. Statements by CLEANSEAT in illustrations, drawings, catalogues etc. concerning size, capacity, performance or results shall not bind it: these shall be deemed to have been furnished as an approximation.
4.3. CLEANSEAT guarantees that the design, composition and quality of the goods which must be delivered under the order shall, in all respects, meet all relevant, applicable requirements provided by law and/or other relevant government regulations which are in effect at the time the agreement is concluded.
4.4. The provisions in paragraph 3 of this Article shall only apply to normal use of the goods.

Packaging and shipment

Art. 5.1. CLEANSEAT undertakes vis-á-vis the Customer to package the goods properly (unless the nature of the goods is inconsistent with this) and to secure them in such a way that they reach their destination in good condition if normal transport is used.
5.2. The goods shall be delivered or shipped for delivery by CLEANSEAT to the agreed location or locations in the manner stated in the offer or order confirmation or as agreed later.
5.3. If CLEANSEAT has provided pallets, boxes, crates, containers etc. for packaging and transport, or has had a third party provide these - whether or not in exchange for payment of a deposit or of security - the Customer shall be obliged (except in the case of one-off packaging) to return these pallets, etc. carriage paid to the address indicated by CLEANSEAT, failing which the Customer shall owe CLEANSEAT compensation.
5.4. Transport and transport insurance costs shall be borne by the Customer. Unless otherwise agreed in writing, deliveries shall only be made carriage paid if this is done in a single delivery, the value of which exceeds the value as determined in the price list applicable at the time.

Time of delivery

Art. 6.1. Deliveries shall be made ex warehouse or ex factory at CLEANSEAT's discretion and shall be deemed to have taken place once CLEANSEAT has informed the Customer that the goods are ready to be picked up or the work is ready. If goods have been ordered delivery on call before a certain date or certain dates, the delivery shall be deemed to have taken place once the Customer has been informed that the goods are ready to be picked up or the work is ready, even if the Customer is not actually able to pick up the goods yet on that date or those dates.
6.2. If a delivery period has been agreed, it shall commence on the date that CLEANSEAT has confirmed the order in writing and possesses all the information to perform the agreement.
6.3. If the agreed delivery period is exceeded, an additional delivery period of one month shall apply, within which time period CLEANSEAT shall be entitled to deliver or perform the goods and/or works, but which one-month period shall commence on the day that the Customer's written demand by registered letter has been received by CLEANSEAT. The Customer shall not be entitled to rescind the agreement until after this additional one-month period has expired.
6.4. Exceeding the delivery period as described above shall not give rise to any right of the Customer to any damages - however termed.
6.5. If - with due observance of the foregoing - the Customer seeks to rescind the agreement because the delivery period has been exceeded - including the aforementioned additional one month period - the Customer shall not be entitled either to any right to damages against CLEANSEAT.

Force majeure

Art. 7.1. The delivery periods mentioned in the previous Article shall be extended by the period during which CLEANSEAT is prevented from performing its obligations due to a situation of force majeure.
7.2. A situation of force majeure shall exist for CLEANSEAT if, after concluding the agreement, CLEANSEAT is prevented from performing its obligations under this agreement or from preparing to do so because of war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, strikes, plant occupation, lockouts, import and export impediments, government measures, defects in machines, disruptions in the power supply, all of this both at CLEANSEAT's company and at third parties from which CLEANSEAT must purchase the necessary raw or other materials in whole or in part, as well as with respect to storage or during transport, whether or not under its own management, and, further, because of all other factors arising beyond the scope of CLEANSEAT's risk or not arising through CLEANSEAT's fault.
7.3. If the delivery is delayed by more than two months due to force majeure, both CLEANSEAT and the Customer shall be entitled to rescind the agreement.
7.4. If a situation of force majeure arises after the agreement has already been partly performed and if the remaining delivery is delayed by more than two months due to force majeure, the Customer shall be obliged to pay the purchase price owed for the goods already delivered and shall only be entitled to rescind the agreement with regard to the portion not performed.

Risk and transfer of ownership

Art. 8.1. The risk of the goods delivered by CLEANSEAT shall pass to the Customer at the time of delivery, with all the ensuing legal consequences.
8.2. Notwithstanding the provisions in the previous paragraph and in Article 5, ownership of the goods shall not pass to the Customer until everything to which CLEANSEAT is entitled with regard to the delivery, including interest and all additional costs, has been paid.
8.3. While maintaining all its other rights, the Customer shall grant CLEANSEAT - through the mere fact of application of these General Terms and Conditions –an irrevocable power of attorney to take possession of the goods delivered by CLEANSEAT, including goods delivered by CLEANSEAT which have been affixed to any immovable property under the obligation of the Customer to disassemble these goods and to make them available to CLEANSEAT at CLEANSEAT's first request, if the Customer does not perform or does not perform in a timely manner any obligation assumed vis-á-vis CLEANSEAT - including, in particular, a payment obligation - without any notice of default or judicial intervention being required.


Art. 9.1. In the event of resale, the Customer shall not be entitled to export the goods actively or have them exported.
9.2. In the event of resale, the Customer shall be obliged to impose on its buyer the obligation not to export the goods or have them exported and to guarantee that such an export prohibition is imposed on all subsequent commercial buyers.
9.3. The Customer shall be entitled to include its own brand name next to CLEANSEAT's on the goods' packaging, but it shall not be allowed to do that in such a way that CLEANSEAT's brand name is no longer distinguishable.
9.4. The Customer shall not be entitled to use the goods delivered by CLEANSEAT as a giveaway article or have to them used in this manner and must impose this obligation on every commercial buyer.
9.5. In the case of reselling to commercial buyers, the Customer shall be required to impose these General Delivery Terms and Conditions of CLEANSEAT on its buyer, stating that copies of these Terms and Conditions shall be made available free of charge upon request.
9.6. If the Customer acts contrary to any provision of this Article, it shall forfeit fixed damages to CLEANSEAT for each transaction covered by one of the prohibitions stated there.
The amount of the damages shall be set by the Parties in advance at € 100 for each article and at least € 10,000 for each transaction.
9.7. CLEANSEAT shall be entitled to have an independent registered accountant conduct an audit of the Customer's books, in order to monitor compliance with the provisions in this Article.


Art. 10.1. CLEANSEAT warrants the soundness and the quality of the goods delivered, materials used and parts replaced by it - all of this with due observance of the other provisions in these Terms and Conditions - for a six-month period after delivery by CLEANSEAT to its Customer, provided there has not been any vandalism or improper use.
10.2. CLEANSEAT's liability shall be limited to repairing a defect in the item or replacing that item or a part of it free of charge, such at CLEANSEAT's discretion. Any further liability on the part of CLEANSEAT for direct and/or indirect damage suffered by the Customer shall be excluded. The Customer shall indemnify CLEANSEAT against third-party claims for damages arising from the use of goods delivered by CLEANSEAT.


Art. 11.1. If a defect is discovered within the guarantee period described in the previous article, the Customer must provide written notice of that defect to CLEANSEAT within eight days after discovery on penalty of lapse of the guarantee given.
11.2. Complaints regarding defects which are externally observable can only be processed by CLEANSEAT if and insofar as these complaints have been reported in writing to CLEANSEAT within 14 days after delivery by CLEANSEAT to its Customer and CLEANSEAT has been given the opportunity to examine the defects.
11.3. CLEANSEAT's time periods for filing complaints shall apply to goods delivered directly by third parties to the Customer, except if these third parties observe different complaint time periods agreed with CLEANSEAT.
11.4. CLEANSEAT shall only be obliged to comply with the guarantee described above if the goods and/or work have been used in accordance with their intended purpose and the instructions provided by CLEANSEAT.
11.5. Each transaction shall be considered a separate transaction in the sense that complaints pertaining to a certain delivery shall not give rise to any rights regarding previous deliveries or deliveries still to follow.
11.6. After the time periods described above have lapsed and/or if the Customer does not act in accordance with the directives set forth by CLEANSEAT in these General Delivery Terms and Conditions, any right to file complaints shall be extinguished.

Price and payment

Art. 12.1. The purchase price shall solely include the price for the goods and the packaging costs. Transport and delivery costs shall be borne each time by the Customer, except if delivery carriage paid has been agreed.
12.2. Deliveries to a location outside the Netherlands shall never be carriage paid, unless agreed otherwise in writing.
12.3. The Customer shall be obliged to pay the purchase price and everything else which the Customer owes CLEANSEAT within 14 days of the invoice date, unless agreed otherwise in writing.
12.4. If payment has not been made within 30 days after the invoice date, the Customer shall owe CLEANSEAT interest of 1.5% per month on the invoice amount still outstanding, with a portion of the month being counted as a full month. In the event of late payment, the Customer shall be in default by operation of law. The claim for payment of the purchase price and other amounts owed by the Customer to CLEANSEAT, as well as the appropriate interest, shall be immediately due and payable in such a case without any notice of default being required. The Customer shall also be liable in that case for the damage suffered by CLEANSEAT consisting of, for example, lost profits, transport costs, storage costs and the like and the costs for the notice of default.
12.5. If, in the event of a failure by the Customer to perform any obligation under the agreement, CLEANSEAT takes extrajudicial measures, the Customer shall be responsible for the related costs. These costs shall amount to at least 20% of the invoice amount, with a minimum of € 1000.


Art. 13.1. CLEANSEAT shall be entitled to consider the agreement rescinded if the Customer does not, does not properly perform any obligation imposed on it by the agreement, or fails to do so on time, without any demand, notice of default or judicial intervention being required in this regard. CLEANSEAT shall have the option in that case of rescinding the agreement concluded with the Customer in whole or in part.
13.2. Without prejudice to the provisions of the previous paragraph, the agreement shall be rescinded, without any notice of default being required, at the time that the Customer is put into involuntary liquidation, requests a temporary or permanent suspension of payments, or loses the power to dispose of its assets or portions thereof through attachment, a guardianship order or otherwise, unless the trustee or administrator acknowledges the obligations arising under this agreement as a claim against the estate and offers to satisfy them - while providing security.
13.3. As a result of the rescission described in the previous paragraphs, the mutually existing claims shall become immediately due and payable. The Customer shall be liable for the damage suffered by CLEANSEAT, consisting of, for example, lost profits and transport and storage costs. The Customer shall also be obliged in that case to pay CLEANSEAT an amount for administrative costs equal to 5% of that which the Customer owes CLEANSEAT.
13.4. The above shall not prejudice CLEANSEAT's right to suspend performance of the agreement - at its discretion - and to demand immediate full payment of everything which the Customer owes or shall owe under the agreement.

Provision of security

Art. 14.1. Every agreement concluded by CLEANSEAT with the Customer shall be entered into subject to the suspensive condition that information to be obtained by CLEANSEAT sufficiently shows - in CLEANSEAT's judgment - the Customer's creditworthiness. CLEANSEAT shall at all times - including after having executed an order in whole or in part - be entitled to request, before making or further making deliveries, that the Customer provide security to CLEANSEAT's satisfaction for the timely and complete performance of its payment and other obligations.

Disputes and applicable law

Art. 15.1. All disputes, including those only regarded as such by one of the Parties, which may arise in connection with the agreement related to these Terms and Conditions, or in connection with the agreements ensuing from that agreement, shall be submitted to the judgement of the competent court in The HAGUE, The Netherlands, without prejudice to the Parties' right to obtain decisions from the Preliminary Relief Judge of The Hague District Court adjudicating in Preliminary Relief Proceedings.
15.2. Dutch law shall govern the agreement to which these Terms and Conditions apply in whole or in part.
15.3. The Parties shall be deemed to have chosen domicile at the location of their registered offices. These General Delivery Terms and Conditions have been filed with, and may be requested from, the Chamber of Commerce in The Hague number 27239246, and shall apply to all CLEANSEAT companies, regardless of where they are located. Copies of these General Delivery Terms and Conditions shall be available free of charge at CLEANSEAT upon request.

Tilburg, September 2011