GENERAL TERMS AND CONDITIONS OF SUNSHOWER B.V.

Article 1

1.1            These terms and conditions apply to all offers and all agreements of whatever nature between SUNSHOWER B.V. and its contracting party, in so far as the parties do not make explicit alternative provisions to these conditions.

1.2            The applicability of the general terms and conditions invoked by the contracting party is explicitly rejected.

1.3            If any provision of these terms and conditions are invalid or invalidated, the other provisions of these general terms and conditions will remain in full force and SUNSHOWER B.V. and its contracting party will enter into consultation for the purpose of agreeing on new provisions to replace the invalid or invalidated provisions, where the objective and meaning of the invalid or invalidated provision are considered as much as possible.

Article 2

2.1            Any offer of SUNSHOWER B.V. is without obligation.

2.2            The prices stated in the offer only relate to the products and/or work that are explicitly described in the offer and are excluding VAT and transport costs, unless otherwise indicated.

Article 3

3.1            An agreement, including any change or supplementation hereto, takes first binding effect for SUNSHOWER B.V. after this has been established in writing in a contract signed by the parties or in an order confirmation signed by SUNSHOWER B.V..

3.2            A written order confirmation of SUNSHOWER B.V. counts as full and true establishment of the content of the agreement entered into, unless the contracting party objects to SUNSHOWER B.V. in writing within two calendar days of the date of dispatch of this confirmation.

Article 4

4.1            The agreed prices are based on the price basis of materials, wages and suchlike, which apply at the moment that the agreement is entered into. If not otherwise explicitly agreed in writing, the delivery is ex factory which is understood to mean the products that are ready for dispatch from the factory premises of the manufacturer of the products that are to be sent by SUNSHOWER B.V.. The costs of loading and unloading and the transport of the goods are not included in the price and are charged to the customer separately if SUNSHOWER B.V. is obliged to load and unload and transport the goods.

4.2            The price for the delivery of the goods, which have to be delivered by SUNSHOWER B.V. pursuant to the agreement between the parties, is also excluding the costs or payment for any additional work that has to be performed by SUNSHOWER B.V..

4.3            SUNSHOWER B.V. has the right to increase its prices mutatis mutandis, even when a fixed price is agreed if there is an increase, after the date of the offer or the agreement and before the time when the agreement has been entirely fulfilled, in the prices of (auxiliary) materials, components and raw materials, wages, social security costs, (semi-)government costs, transport, insurance premiums or other cost price components, or if there are price increases flowing from a decline in the value of the Dutch currency, even if this occurs as a result of unforeseen circumstances.

Article 5

5.1            The delivery time is the latest of the following times:

a.      the day that the agreement was entered into;

b.      the day that SUNSHOWER B.V. receives the documents required for the execution of the agreement;

c.      the day that SUNSHOWER B.V. receives that which must, pursuant to the agreement, be received from the contracting party for periodic payment before SUNSHOWER B.V. initiates the execution of the agreement.

5.2            An agreed delivery time is always indicative and not a deadline.

5.3            SUNSHOWER B.V. is authorised to suspend the execution of the agreement as a result of a delay in manufacture or dispatch or other delivery-delaying circumstances, which temporarily hinder or delay delivery, without SUNSHOWER B.V. being liable for damages caused as a result of this suspension.

5.4            Unless otherwise agreed, delivery is effected ex factory from the factory of the manufacturer of the product employed by SUNSHOWER B.V..

5.5            Exceeding the term of delivery