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    General Terms and Conditions of Sale

    (For use with a Quotation, an Order Confirmation or an Invoice for the sale of Architectural Products)

    1. Definitions

      In these terms and conditions of sale (the "Conditions of Sale"):

      1. "Hunter Douglas" means Hunter Douglas Europe B.V. or any of its affiliated companies, as applicable in each case to the contracting party only.
      2. "Customer” means the counterparty of Hunter Douglas to any quotation, offer, commitment or agreement for the sale of Goods.
      3. "Goods” means the architectural products, materials, components, parts and/or services identified on Hunter Douglas’s quotation, order confirmation or invoice.
    2. Applicability
      1. These Conditions of Sale shall apply apply to all offers, orders and agreements of sale in relation to any Goods concluded or to be concluded by Hunter Douglas and the Customer, and to all advice, works or other services provided by Hunter Douglas to the Customer in relation to any Goods sold, offered or made available by Hunter Douglas. In particular, these Conditions of Sale form an integral part of all quotations, offers, order confirmations, specifications, supplements and attachments issued by Hunter Douglas from time to time, even if these Goods have not been further described in these Conditions of Sale which, together with such quotations, offers, order confirmations, invoices, specifications, supplements and attachments, shall constitute the entire agreement between Hunter Douglas and the Customer for each sale of Goods. All such sales are made expressly conditional upon these Conditions of Sale.
      2. In the event of any inconsistency between these Conditions of Sale and the provisions contained on the quotation, offer, order confirmation, invoice, specification, or any supplements or attachments there to issued by Hunter Douglas, the provisions contained on the quotation, offer, order confirmation, invoice, specification, or any supplements or attachments there to issued by Hunter Douglas shall control over these Conditions of Sale.
      3. Any conduct by the Customer which recognizes the existence of an agreement pertaining to the subject matter hereof, including, without limitation, the acceptance, installation or use of the Goods or payment thereof, shall constitute acceptance by the Customer of this agreement and all of its terms and conditions. Additional or different terms provided in the Customer’s purchase order or any other documents provided or referred to by the Customer to Hunter Douglas, including, without limitation the Customer’s general conditions of purchase, are hereby expressly objected to and rejected.
      4. Except as otherwise described herein, no modification or termination hereof or waiver of any of the obligations hereunder by the Customer shall be effective unless in writing and signed by Hunter Douglas, and shall be valid only in respect of agreements for which they have been accepted by Hunter Douglas, with all remaining provisions of these Conditions of Sale remaining in full force and effect. Any failure by Hunter Douglas to enforce at any time any of the provisions herein shall not constitute a waiver and shall in no way be construed as a waiver of such provisions, nor in any way be construed to affect the validity of these Conditions of Sale or any part thereof, or the right of Hunter Douglas thereafter to enforce each and every such provision.
    3. Offer and Agreement
      1. Hunter Douglas’s quotations and offers are non-binding, unless expressly stated otherwise on a quotation or offer.
      2. Notwithstanding the Customer’s acceptance of an offer made by Hunter Douglas, Hunter Douglas shall have the right – without any liability towards the Customer – to revoke such offer within 7 (seven) business days from the date of receipt of written confirmation of the Customer’s acceptance of that offer.
      3. Hunter Douglas is allowed to accept and reject orders of the Customer at its sole discretion. Any agreement, commitment or obligation shall only arise for Hunter Douglas upon the express acceptance or confirmation thereof by Hunter Douglas, by means of Hunter Douglas’s written order confirmation or by the actual performance by Hunter Douglas of such agreement, commitment or obligation. The Customer accepts and agrees that Hunter Douglas’s order confirmation is a true and complete representation of the content of the agreement between the parties.
      4. If Hunter Douglas has submitted a quotation or has made an offer for the sale of Goods, but the relevant order is not awarded to Hunter Douglas, then the Customer shall pay to Hunter Douglas all costs and expenses that Hunter Douglas has incurred in preparing its offer or quotation.
      5. The content of Hunter Douglas’s printed materials, including, without limitation, brochures, and any and all calculations and drawings are not intended to be used for the actual design or application of Goods, but only for a schematic, preliminary and indicative understanding of design and application principals. For the purpose of actual design and application of Goods, a certified professional engineer or architect should always be consulted by the Customer to verify and approve the applied parameters and resulting calculations and drawings. Hunter Douglas does not provide any representation or warranty of any kind, including, without limitation, any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and/or accuracy, in respect of calculations and/or drawings, and it does not assume any liability for damages or costs arising from the use of such calculations or drawings.
    4. Prices
      1. The prices stated in quotations, offers and agreements of Hunter Douglas are on the basis of Ex Works (EXW, INCOTERMS 2020) Hunter Douglas’s warehouse in Oudenbosch, The Netherlands, unless otherwise specified on Hunter Douglas’s order confirmation or invoice.
      2. Hunter Douglas’s prices do not include value added tax and other taxes, and all import duties, levies and impositions and all other governmental charges, assessments, fees, and any interest or penalties thereon, whether payable by Hunter Douglas or the Customer, imposed or levied on or with respect to the sale of the Goods, the amounts payable hereunder, the Goods or the possession, sale, use or ownership of the Goods, and all broker and similar fees, shipping and handling fees, insurance costs and other assessments incurred by Hunter Douglas. If the Customer fails to pay and discharge such taxes, duties and other sums when due, Hunter Douglas may at its option pay the same, in which event the Customer shall promptly reimburse Hunter Douglas for such sums paid.
      3. Hunter Douglas’s prices are based on the provisional specification of the Goods and on Hunter Douglas’s then current information on the availability of materials, labor and transportation. The prices shall be adjusted by Hunter Douglas on the basis of the final specification of the Goods, as approved by Hunter Douglas and on the basis of Hunter Douglas’s unit prices for the Goods.
      4. Hunter Douglas shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale, and payment shall become due therefore in accordance with the terms of payment contained in the invoice including, but not limited to, as set forth in Article 5.2 hereof.Hunter Douglas shall only be obliged to ship the relevant part of the Goods after receipt of all previous interim payments due.
      5. Unless expressly designated by Hunter Douglas as being firm for a specified period of time, prices are subject to amendment by Hunter Douglas without notification. In the event of a price increase exceeding 10% (ten percent), the Customer shall have the right to terminate the (then remainingpart of the) agreement with Hunter Douglas within 7 (seven) business days from the relevant invoice date, however only if and to the extent that Hunter Douglas has not yet performed its obligations pursuant to the agreement or commitment.
    5. Payment
      1. Unless otherwise specified on Hunter Douglas’s order confirmation or invoice, all prices shall be paid by the Customer in Euros within 30 (thirty) days net from the date of invoice, without any discount, deduction or setoff by the Customer being permitted.
      2. If the Customer fails to timely or fully make any payment when due, the Customer shall be in default by operation of law and the entire unpaid part of the price and all other amounts owed by the Customer shall immediately become due and payable.
      3. If the Customer fails to meet its payment obligations or in case Hunter Douglas has any doubt at any time as to the Customer’s creditworthiness, at Hunter Douglas’ request the Customer shall meet additional payment conditions or offer payment security before Hunter Douglas makes anyfurther deliveries and accept further orders from the Customer. Such payment and/or security conditions may include, amongst others, that the Customer (i) makes advance payments; (ii) provides an irrevocable letter of credit meeting Hunter Douglas’ conditions; (iii) provides any other payment security to the benefit of Hunter Douglas as deemed fit by Hunter Douglas; or (iv) fulfills another special payment arrangement as requested by Hunter Douglas. The Customer agrees to execute and deliver any documents as Hunter Douglas may request in this respect. The Customer’s failure to comply with any if the foregoing within 30 (thirty) calendar days from Hunter Douglas’ request thereto shall entitle Hunter Douglas to terminate the relevant order or agreement with immediate effect and without any liability towards the Customer.
      4. Suspension of Future Shipments; Change of Credit Terms:
        1. The Customer hereby represents that it is solvent and the Customer’s signing of any delivery receipt (however denominated) furnished by the Customer to Hunter Douglas or the delivering carrier shall constitute a further representation of solvency at the time of signing such receipt. Should the Customer fail to make payment when due under any agreement between the Customer and Hunter Douglas, Hunter Douglas shall have the right to withhold shipment of any portion of the Goods covered by the order or by any other existing agreement between Hunter Douglas and the Customer. Said action on the part of Hunter Douglas shall not release the Customer from its obligation to accept and pay for such remaining portion of the Goods if and when shipped by Hunter Douglas or otherwise release the Customer of any of its obligations under these Conditions of Sale or any such other agreement.
        2. If at any time there is a change in the financial condition or structure of the Customer, arising from a change in business or market conditions or otherwise, or arising from a merger, reorganization or other change in business form or if the Customer becomes insolvent, makes an assignment for the benefit of its creditors or ceases to be a going concern, or if a petition in bankruptcy with respect to the Customer is filed, or if any lien arising from judicial process or otherwise is placed upon or any receiver or trustee is appointed with respect to any material asset of the Customer, then Hunter Douglas, in addition to any and all other rights and remedies, shall have the right to terminate or cancel this order or agreement without liability on its part or to change the credit terms of these Conditions of Sale, including, but not limited to, requiring the payment of cash in advance of delivery.
        3. For the avoidance of doubt, the rights and remedies of Hunter Douglas under this Article 5.4 are without prejudice to its rights and remedies by virtue of law, these Conditions of Sale, any agreement or otherwise.
      5. In the event of cancellation or termination of the agreement for any reason, the Customer shall immediately pay to Hunter Douglas such part of the agreed price as is proportional to the part of the obligations performed by Hunter Douglas, including, without limitation, costs of materials and labor in connection with any work-in-progress.
    6. Extrajudicial Costs and Interest
      1. If any payment hereunder is not timely made by the Customer, Hunter Douglas, in addition to all other legal, equitable and contractual rights available to it, shall be entitled to interest on such overdue payment at the rate of the higher of (i) 1% (one percent) per month and (ii) the then applicable statutory interest rate for commercial transactions, as published by De Nederlandsche Bank.
      2. In addition to the interest set forth in Article 6.1, all collection charges and other extrajudicial costs incurred by Hunter Douglas including attorneys’ fees incurred to collect said payment shall be paid by the Customer, in the amount equal to the higher of (i) 15% (fifteen percent) of the outstanding invoice amount, subject to a minimum of EUR 450 (four hundred and fifty euro), and (ii) the actual fees, charges and costs incurred by Hunter Douglas.
      3. Payments made by Customer shall always first be applied by Hunter Douglas to settle the interest and costs due and subsequently to settle the longest outstanding invoice, regardless of any contradictory indication by the Customer.
    7. Force Majeure

      Hunter Douglas shall not be liable for any delay in or improper performance of any of its obligations under any agreement with the Customer, due to unforeseen circumstances or to causes beyond its reasonable control (“force majeure”), including, without limitation, any act of God, strike, war, riot, act or threat of terrorism, sabotage, fire, flood, tempest, accident, health emergency, pandemic or epidemic (including any viral strain, genetic variant or viral subtype thereof), insurrection, civil disturbance, difference with workers, lockouts, other industrial disturbance, freight embargoes, lock-out of suppliers, loss or unavailability of a usual source of transportation, fuel, labor, supply, raw materials or power priorities, failure, breakdown or shortage of components necessary to the completion of the order, equipment breakdown, embargoes, subcontractor caused delays, the compliance with any law, rule, regulation or order, whether valid or invalid, of any government body or any instrumentality thereof, or any act of civil or military authorities, whether now existing or hereafter created. Performance of an obligation shall be deemed suspended so long as any such circumstances or causes delay its execution and the Customer shall extend any security instrument issued in payment for the Goods, if applicable, through any such delay. Whenever such circumstances or causes have been remedied, the Customer shall accept performance of said obligation.Should the event of force majeure extend beyond 60 days, Hunter Douglas shall have the right – without any liability towards the Customer – to cancel further deliveries or to terminate the agreement. If Hunter Douglas has already partially fulfilled its obligations upon the occurrence of a situation of force majeure or is only able to fulfill its obligations in part, it will be entitled to separately invoice the part already supplied and the Customer will be obliged to pay such invoice in accordance with these Conditions of Sale.

    8. Delivery and Risk
      1. Unless expressly agreed otherwise in writing, Hunter Douglas will effectuate delivery of the Goods on the basis of Ex Works (INCOTERMS 2020). Hunter Douglas shall deliver the Goods between 8.00 hrs and 18.00 hrs (local time) on the relevant confirmed delivery date.
      2. Unless explicitly agreed otherwise in writing, delivery schedules quoted or stated in the order acceptance shall be non-binding and shall serve as an estimate, and shall not be regarded as firm deadlines. In the event of any delay in the delivery of Goods, the Customer shall notify Hunter Douglas in writing and allow a grace period of at least 7 (seven) business days to remedy to deliver the Goods, which shall be considered timely delivery. If this extended term is exceeded, the Customer will be entitled to terminate the agreement or part of the agreement only with respect to the Goods not delivered. In such event, Hunter Douglas will not be liable for damages, unless such damages are the consequence of intentional misconduct or gross negligence by Hunter Douglas’ executive management.
      3. If the Customer does not accept the Goods on the delivery date, or Hunter Douglas is unable to deliver the Goods on the delivery date for reasons which are attributable to the Customer or are not under Hunter Douglas’s control (such as the unavailability of the Customer’s personnel or the status of the project), Hunter Douglas shall be entitled to return the Goods to its warehouse or deliver the Goods at an alternative location, determined in the sole discretion of Hunter Douglas. Such alternative delivery shall be deemed the delivery in accordance with the delivery schedule for the purpose of the agreement. The Customer shall be obliged to inspect and accept the Goods at such alternative delivery address and shall be liable for all related costs and damages incurred by Hunter Douglas, including costs of transportation and storage.
      4. If the order acceptance or confirmation provides that Hunter Douglas shall pay insurance and/or transportation costs, they shall be at the applicable rates available to Hunter Douglas in effect at the date of such acceptance or confirmation; if however for any reason the cost of insurance and/or transportation increases prior to shipment date, such increase shall be for the account of, charged to and paid by the Customer.
      5. Unless otherwise specified, Hunter Douglas may deliver, and the Customer will accept and pay for, up to 10% (ten percent) more or less than the quantity specified in the pertinent order confirmation.
      6. Hunter Douglas may provide instruction on the installation of the Goods at the project location, with shall be billed at Hunter Douglas’s then prevailing hourly rates. Notwithstanding any such instruction, the Customer accepts and agrees that Hunter Douglas does not assume any liability whatsoever in respect of the installation of the Goods, and the Customer shall indemnify Hunter Douglas against and hold Hunter Douglas harmless from any and all related third-party claims, including, without limitation, by the project owner.
    9. Inspection

      Inspection of the Goods by or on behalf of the Customer for quantity and visible defects shall be held at the delivery address on the delivery date. The Customer’s representative shall accept the Goods by signing the packing list on the delivery date. There shall be only one inspection for quantity and visible defects per shipment and such inspection shall only take place in the presence of an authorized representative of Hunter Douglas. Shortages or visible defects must be reported to Hunter Douglas immediately. In the event that a timely and claim on good grounds is made with respect to a shortage or visible defect, Hunter Douglas’s sole responsibility shall be and the Customer’s only right or remedy shall be, to furnish the missing Goods or repair or replace, at Hunter Douglas’s sole option, Goods with visible defects in accordance with the warranty set forth in Article 10. The Customer’s obligation to accept and make payment on time for the balance of the Goods delivered or to be delivered under the agreement shall not be affected thereby. Goods with non-visible defects are covered by the warranty in Article 10.

    10. Warranty
      1. Hunter Douglas warrants for a period of 5 (five) years from the date of delivery, that the Goods delivered by Hunter Douglas for the project for installation by the Customer at the specified site, are free from manufacturing defects. In respect of wooden products, this warranty is limited to the dimensional stability, integrity and overall appearance of these products. The warranty period for motors/electrical components of the Goods shall be limited to 2 (two) years from the date of delivery.
      2. If the Goods are installed by Hunter Douglas, then Hunter Douglas warrants that such installation shall be free of Installation Defects (defined below) for a period of 2 (two) years from the date of substantial completion of the original Installation (“the Installation Warranty Period”). An “Installation Defect” means an error that significantly impairs the proper operation of the Goods. Provided that Hunter Douglas is given prompt written notice (as meant in Article 10.5) of an Installation Defect within the Installation Warranty Period, Hunter Douglas shall, at its sole option, either (i) furnish labor to repair any such Installation Defect (excluding any scaffolding and other access methods), or (ii) refund the relevant part of the price of the Installation. The Customer accepts and agrees that Hunter Douglas’s liability in respect of the Installation is limited as set out herein and that the Customer shall indemnify Hunter Douglas for and hold Hunter Douglas harmless from any damages and costs in connection with any defects, faults, errors, omissions or delay in respect of the Customer’s specifications or other documents, information, approvals, licenses, consents, materials, access and use of tools and utilities provided to Hunter Douglas or in the delivery and completion of all other products, installations and works for which Hunter Douglas is not responsible. The Customer shall also be liable towards Hunter Douglas for any and all costs in connection with the installation which are not explicitly referred to in this warranty.
      3. The Customer shall clean and maintain the Goods at least once per year, or sooner whenever soot, dust, sand or any other material appears on the surface, with a non-aggressive detergent and in accordance with the instructions and specifications provided by Hunter Douglas.
      4. This warranty shall not apply in – among other things – the following events: damage or defects related to (i) transportation, storage, installation (including wiring), handling, connection (including parallel circuiting, short circuiting and non-conforming control of motors), cleaning, maintenance or use of the Goods other than in accordance with the instructions and specifications provided by Hunter Douglas and professional standards; (ii) the incorrect completion of Hunter Douglas’s questionnaire, as provided; (iii) a mechanical cause, including collision, structural changes in or collapse by settling or distortions of the building or adjoining surfaces, oxidation, perforation, grinding of and/or damage to the housing of motors, opening, dismantling and/or thermal treatment of Goods; (iv) unfavorable change of the atmospheric conditions normally prevailing at the Project site since the date on which the order was accepted; (v) the occurrence of events of force majeure as defined in Article 7.2, and also including which includes any act of God, earthquake, lightning, hail, wind in excess of 7 Bf, flood, other extreme and/or unanticipated weather, environmental or geological conditions, radiation, standing water, tempest, fire, explosion, accident, war, terrorism, sabotage, insurrection, civil disturbance and vandalism; (vi) natural fading which does not adversely affect the overall appearance of the Goods, (vii) use of the Goods in association with inappropriate products, components, accessories and/or materials (including motor controls). If the Goods are used in combination with software that does not form an integral part of the Goods, then the instructions, specifications and guarantees that are provided in respect of such software, are applicable thereto. Hunter Douglas does not provide any warranty with respect to such software, any damage related to the storage, installation, handling and/or use of such software as well as all consumables and (change of) batteries is excluded from this warranty. This warranty shall not apply in the event that the production codes and/or production data of any Goods are made unreadable.
      5. Any defect must be notified by the Customer within 30 (thirty) days of the defect becoming apparent during the warranty period, by registered mail to Hunter Douglas Europe B.V., for the attention of the General Manager Architectural Projects Division, Piekstraat 2, 3071 EL Rotterdam, The Netherlands.
      6. The Customer shall assure that Hunter Douglas and third parties instructed by Hunter Douglas shall have unrestricted access to the site and the Goods in order to make a determination of the remedial action required.
      7. Hunter Douglas’s liability under this warranty shall be limited to the following: Hunter Douglas shall at its sole option (i) repair any defective Goodsor resupply materials of similar quality (with color differences possible) for the replacement of any defective Goods, or (ii) refund the net sales price for any defective Goods (or in the case of a total sales price the relevant part thereof). In no event shall Hunter Douglas be liable for any costs relating to demounting, installation, scaffolding or transportation required for such repairs or replacements, for the disposal of defective Goods or for any indirect, incidental, special, punitive, consequential or delay damages or costs, or for any lost profits, loss of production, business, goodwill or reputation or for business interruption or wasted expenditure.
      8. This warranty may not be assigned without Hunter Douglas’s written consent, other than by the assignment by the Customer to the project owner. In the event of such assignment, Hunter Douglas shall be entitled to offset any Customer claims against claims by the project owner. In giving technical assistance to the Customer, the architect, the installer or other tradesman, including providing input for construction drawings, Hunter Douglas shall only be liable for any damage resulting from gross negligence or willful misconduct of its executive management. The Customer and the project owner may, and shall cause parties (e.g., tenants, mortgage holders) holding through them, to assert claims against Hunter Douglas relating to the Goods, their design and properties, if at all, only under this warranty and not based on any other grounds (such as an unlawful act).
      9. This Article 10 contains an exhaustive description of the warranty granted by Hunter Douglas in respect of the Goods and applies to the exclusion of any other express or implied warranties whether oral or written including any statements contained in (standard) sales documentation providedby Hunter Douglas. Furthermore, (i) the Customer’s rights and remedies and Hunter Douglas’ obligations under Article 9, and (ii) this warranty and the warranty obligations set forth therein in this Article 9, constitute the Customer’s sole remedy and Hunter Douglas' sole obligation with respect to any defective and/or non-conforming Good or breach of warranty and is subject to and without prejudice to Article 9.1, 10.1 – 10.8 and 10.10 of these Conditions of Sale.
      10. Any and all claims for payment of an amount of money and/or repair of Goods and/or replacement of Goods and/or supply of any missing Good, on any basis whatsoever, as well as any right to terminate or dissolve the agreement will lapse at the earliest of the following times: a) upon late reporting pursuant to Article 9.1 or 10.5 respectively, or b) 5 years after the delivery date of the relevant Good.
    11. Termination/Amendment
      1. In the event of unforeseen circumstances which render it impossible for Hunter Douglas to perform its obligations on the agreed terms and conditions, Hunter Douglas shall be entitled to demand that the agreement shall be amended so that such obligations can be performed by Hunter Douglas on equal or comparable terms and conditions.
      2. The Customer shall be entitled to terminate the agreement only if Hunter Douglas has failed to comply with its obligations for reasons solely attributable to Hunter Douglas, and Hunter Douglas has failed to remedy such failure after the expiry of a reasonable remedy period – of at least 14 working days – granted by the Customer after having notified Hunter Douglas of its default in writing. If Hunter Douglas’ breach relates to a partial shipment and sale as set forth in Article 4.4, the Customer can only terminate this partial shipment or sale to which the breach relates, and not any relating or subsequent partial shipments or sales (i.e., the Customer cannot rely upon article 73 of the UN Convention on Contracts for the International Sale of Goods (“CISG”)).
      3. Without prejudice to any other right or remedies by virtue of law, these Conditions of Sale, any agreement or otherwise (in particular its rights to compensation of costs and loss of profit), Hunter Douglas may suspend (further) performance or terminate the agreement in part or in whole and without prior notice or judicial intervention if:
        1. The Customer is granted a moratorium of payments, files a petition for bankruptcy, debtor relief or other protection from creditors, or the Customer’s enterprise is liquidated (other than on behalf of reorganization or combination of enterprises or assets).
        2. The Customer fails to provide the security required by Hunter Douglas as referred to in Article 5.3 or 5.4 of these Conditions of Sale.
        3. The Customer fails to comply with any of its obligations arising from the agreement or Hunter Douglas has sound reasons to believe that the Customer is or will be unable to fulfill its obligations under any agreement.
        4. Any Goods that Hunter Douglas made available to the Customer become subject to any attachment.
        5. The Customer ceases its business or a change of control occurs with respect to the Customer or its affiliates.
      4. In the event of partial termination by Hunter Douglas, the Customer shall not be entitled to claim annulment of performances already made by Hunter Douglas and Hunter Douglas shall be fully entitled to receive payment of the purchase price for such partial performance.
    12. Liability
      1. Any liability of Hunter Douglas on any basis whatsoever with respect to the offers, orders and agreements referred to in Article 2.1 shall be limited to the provisions laid down in Article 9.1 and, Article 10.7 of these Conditions of Sale.
      2. Without prejudice to Article 12.1 and without prejudice to Article 9 and 10, Hunter Douglas’s total cumulative maximum liability on any basis whatsoever, shall not exceed 10% (ten percent) of price of the Goods sold under the agreement to which the liability relates, excluding value added tax. In particular, Hunter Douglas shall not be liable for any indirect or consequential damages (including but not limited to loss of profits, loss of revenue, loss of actual or anticipated savings and loss of goodwill) nor will it be liable for any damage resulting from any errors or omissions in any advice regarding the recommended application and/or implementation of the Goods or any errors in any sales documentation provided by Hunter Douglas.
      3. Nothing in these Conditions of Sale is intended to limit or exclude any liability that results from gross negligence or willful misconduct of Hunter Douglas’ executive management.
    13. Retention of Property Rights
      1. Hunter Douglas shall remain the unencumbered owner of the Goods delivered by it or to be delivered by it until the Customer has paid all claims of Hunter Douglas in respect of (i) the purchase price, including interest and extrajudicial costs, arising from the agreement, (ii) any amounts owed by the Customer pertaining to work performed by Hunter Douglas in relation to those agreements, and (iii) any failure of the Customer in the performance of the agreements mentioned under (i) and (ii). Until the Customer has paid all such outstanding claims, the Customer shall only have the right to dispose of the Goods under the explicit retention of title and property rights of Hunter Douglas, to transfer the Goods in whole or in part to third parties only under the conditions that:
        1. This right of disposal or transfer is granted to the Customer only if it is necessary for the Customer, in its normal course of business, to operate,
        2. This right of disposal is granted to the Customer only if the Customer demands and receives immediate payment from its Customers, and
        3. The Customer shall not have any right or authority to charge, encumber, pledge or allow a lien to be placed upon the Goods that have been sold under Hunter Douglas’s’ retention of title and property rights. The Customer shall assign or pledge, upon demand and at the discretion of Hunter Douglas, all accounts receivable that are created or to be created from the sale of Goods under the retention of title of Hunter Douglas, to third parties.
      2. The Customer shall carefully store the Goods delivered under retention of title with due care, ensuring that they are recognizable as the property of Hunter Douglas. In addition, it will be obliged to insure such Goods against, inter alia, fire and water damage and theft. The Customer will pledge to Hunter Douglas any claims it has pursuant to such insurance policies upon Hunter Douglas’ request, as additional security with respect to Hunter Douglas’ claims against the Customer.
      3. If the Customer fails in the performance of any obligation towards Hunter Douglas, or if Hunter Douglas has valid reason to fear that the Customer will fail in the performance of its obligations, Hunter Douglas will be entitled to recover the Goods delivered under retention of title or to have such recovered, even when the Goods have to be detached. The Customer shall cooperate accordingly. The Customer will bear the costs of recovery, without prejudice to Hunter Douglas’s right to further damages.
    14. Confidential Information

      The Customer acknowledges that the information received from Hunter Douglas contains pricing and other provisions which are confidential, proprietary or of a sensitive commercial nature and which may put Hunter Douglas at a competitive disadvantage if disclosed to the public. The Customer agrees that all provisions of any sales agreement shall be kept confidential and, without the prior written consent of Hunter Douglas, shall not be disclosed to any party not a party to the agreement except as required by law or governmental or judicial order.

    15. Intellectual/Industrial Property

      All rights of intellectual or industrial property on Goods or other items supplied by Hunter Douglas, including drawings, descriptions, advertising materials etc., remain at all times the property of Hunter Douglas and may not be reproduced, published or released in any other way to third parties without the express written consent of Hunter Douglas. The Customer may not remove, alter or conceal any trademarks, trade names or other rights of intellectual and/or industrial property from or of the goods supplied by Hunter Douglas.

    16. Penalty

      In case of a breach of Article 14 and/or 15 of these Conditions of Sale and where the Customer fails to comply with any of its other obligations to Hunter Douglas pursuant to the agreement, the Customer shall forfeit to Hunter Douglas an immediately due and payable penalty of 10% (ten percent) of the ordered amount, which shall not be subject to any set-off by the Customer, and without any prejudice to Hunter Douglas’s rights and remedies by virtue of law, these Conditions of Sale, any agreement or otherwise, including but not limited to the right to claim specific performance and/or to claim damages to the extent the damage incurred exceeds the amount of the penalty.

    17. Final Provisions
      1. If any provision of these Conditions of Sale would be unenforceable or void, the remaining provisions shall remain in full force and the unenforceable or void provision will be amended only to the extent necessary.
      2. Unless expressly provided otherwise in these Conditions of Sale, the Customer shall not be entitled to transfer any agreement or its rights and obligations thereunder to any third party without Hunter Douglas’ prior written consent. This shall have property law effect as referred to in Article 3:83 of the Dutch Civil Code.
      3. These Conditions of Sale, and any and all quotations, agreements and commitments by and between Hunter Douglas and the Customer shall be exclusively governed by the laws of the Netherlands (including the CISG). Any and all disputes, controversies or claims arising out of or relating to these quotations, agreements and commitments, or the breach, termination or invalidity thereof, on any basis whatsoever, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority shall be the International Chamber of Commerce in the capital city in which the Customer has its principal place of business, which shall also be the place of arbitration. The language used in the arbitral proceedings shall be either in Dutch or in English