general sales and delivery conditionsarticle 1 sales prices1. The prices applicable between Pastoe and thebuyer are based on the recommended salesprices, whereby a discount (margin) is agreedin advance. This discount is determined inconsultation with a Pastoe representative.2. The prices provided by Pastoe to the buyerstate recommended sales prices including VAT(subject to printing errors). The prices arerevised annually by Pastoe, after which theserevised prices are included in a new catalog.Every catalog has an effective date.3. Customization and adjustments of thestandard product are possible on request atan additional cost. The additional costdepends on the change and is determined byPastoe. Quotations in this regard are valid forfourteen days.4. The models, images, drawings, colors andsizes, which are shown, attached orcommunicated with the catalog/folders/offers,provide a general representation of the itemsoffered. Changes in the construction, as aresult of which the actual implementationdiffers slightly from the intended models,images, drawings or measurements, but whichdo not substantially change the technical andaesthetic implementation of the articles, do notoblige the seller to pay any compensation anddo not give the buyer the right to refusereceipt or payment of the delivered goods.article 2 accepting orders1. All purchase and sale agreements areentered into by Pastoe, if this has beenexpressly determined in each case, subjectto the suspensive condition that it appearsfrom information to be obtained by Pastoethat the buyer is sufficiently creditworthy.2. If Pastoe does not inform the buyer in writingwithin five working days of entering into theagreement that the agreement cannot beperformed due to insufficientcreditworthiness of the buyer, the agreementwill become final, on the understanding thatPastoe may use it at any time. exercise hisright described in the third paragraph.3. If a buyer is in default vis-à-vis Pastoe in thesettlement of any agreement, Pastoe is at alltimes entitled, even after it has fully orpartially executed an order, beforeproceeding with delivery, to demand fromthe buyer that it provides sufficient securitythat it will meet its payment obligations.4. Orders are only accepted and confirmed byPastoe after Pastoe has received the orderincluding all relevant data.5. An order will only be put into production afterPastoe has issued an order confirmation.Pastoe must state all relevant information inthe order confirmation. If Pastoe has issueda written order confirmation, the content ofwhich deviates from what has been orderedin writing by the buyer or whose delivery timediffers from that desired by the buyer, Pastoepastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 1
will indicate this in the order confirmation. Ifthe buyer does not respond in writing to theorder confirmation within three working days,the purchase agreement is deemed to havebeen concluded.6. Orders taken by Pastoe representatives arebinding on the buyer and Pastoe, on theunderstanding that Pastoe has the right tonotify the buyer in writing within five workingdays that he cannot execute the order or notwithout changes, if the unaltered executionof an order received via a representative isimpossible due to circumstances of whichthat representative could not reasonablyhave been aware, in which case the order isconsidered canceled, unless the buyer andPastoe reach an agreement after all.7. If a purchase and sale agreement isconcluded as a result of a visit to Pastoe'sshowroom by the private buyer, Pastoe maycharge the buyer a fee for the provision ofthis service.8. If Pastoe decides to cover the furnitureordered by the buyer at the buyer's requestwith a covering material to be provided bythe buyer (so-called own fabric), or with acovering material that is not kept in stock bythe seller, but of which he does have fabricsamples available. (so-called commissionmatter), then the purchase and saleagreement takes place under the followingconditions.a. Own substance is only used afterassessment of suitability by Pastoe.b. Own fabric must be delivered to theseller by the buyer.c. Statement by the purchaser of fabricfor ordering from a wholesaler is notaccepted by Pastoe, unless thesame fabric is also held incommission by Pastoe.d. The buyer must provide his ownfabric coupon with a label with hisname and address, the ordernumber and the article number.e. If the buyer sets specialrequirements for the processing ofown fabric supplied by him in termsof thread direction or design,without providing clear processinginstructions, Pastoe accepts noliability for this.f. Remnants of delivered own materialcan never be reclaimed or eligible forcompensation, unless otherwiseagreed in writing.g. For fabric that is difficult to work with(very loosely woven fabric, patternthat can be worked on to a pattern,etc.), leather and synthetic leatheron a textile basis, as well as forupholstery in two colors, if theupholstery involves higherprocessing costs, this extraupholstery fee will be paid to thebuyer. be charged after he has beeninformed of this and he has shownhis consent.h. For furniture that is covered with itsown fabric or commission fabric, thedelivery time starts after receipt ofthe fabric.article 3 changing or canceling orderspastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 2
1. Changes and cancellations of orders placedby the buyer are only effective after writtenapproval from Pastoe.2. Pastoe charges a fee of 10% of therecommended retail price of the order if anorder confirmed by Pastoe, stating theagreed price and delivery time, is canceledby the buyer later than 14 days after theconfirmation date, provided the cancellationis approved by Pastoe.3. Changes to the order by the buyer after theorder has been made will only be carried outat extra cost, the costs will be calculated onthe basis of the changes with a minimum of€100. Pastoe will send an additional orderconfirmation for this.4. An order change approved by Pastoe is onlyfinal after Pastoe has sent an orderreconfirmation. If the buyer does notrespond in writing to the order reconfirmationwithin three working days, the amendedpurchase agreement is deemed to havebeen concluded.article 4 shipping and delivery1. Pastoe determines the delivery conditions inconsultation with the buyer, standard FCA.2. If the goods are dispatched by means ofPastoe's means of transport or byforwarders working on its behalf, the goodswill be delivered on the ground floor bypresentation of the goods to the buyer'swarehouse. In that case, the goods travel atthe risk of Pastoe until the moment ofdelivery.3. In all other cases, delivery is made as soonas the goods have been delivered fromPastoe's warehouses. In these cases, thegoods always travel at the risk of the buyer,even if the transport documents showotherwise, including the declarationdemanded by third parties ``insufficientlypacked", unless the buyer complains to thecarrier immediately after receipt. . Unless thegoods are collected by the buyer fromPastoe's warehouse, they will travel by alocal means of transport of the choice ofPastoe. If the buyer requires a different modeof transport, the additional costs will be forhis account.4. If a buyer refuses to immediately take receiptof the goods presented to him correctly andundamaged, the resulting freight costs,storage costs and the like are for hisaccount.article 5 retention of title1. Delivered goods remain the exclusiveproperty of Pastoe as long as the buyer hasnot met the claims regarding theconsideration for:a. goods delivered or to be deliveredby Pastoe to the buyer under theagreement, orb. activities or services performed or tobe performed for the benefit of thebuyer pursuant to such anagreement, as well asc. with regard to claims due to failureto comply with such agreements.pastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 3
Pastoe also acquires the (joint) right ofownership with regard to these goods, assecurity for all outstanding claims against thebuyer, as well as with regard to the goods onwhich Pastoe's right of ownership is lost dueto treatment/processing, accession,formation of a case or otherwise. As soon asthe buyer fails to fulfill one or more of itsobligations towards Pastoe, all claims of thebuyer become immediately and fully due andpayable and Pastoe is authorized, withoutany notice of default or judicial intervention,to enforce the rights arising from its retentionof title.2. Prior to the transfer of ownership referred to,the buyer is not authorized to sell, deliver orotherwise dispose of the delivered goodsother than in accordance with his normalbusiness and the normal destination of thegoods. This authority lapses at the momentthat the buyer is granted a (provisional)suspension of payments or that he isdeclared bankrupt. The buyer may under nocircumstances use the item subject toretention of title as security for claims againstthird parties.3. Prior to the transfer of ownership referred to,Pastoe has access at all times to the items itowns, wherever they are located.4. In the event of violation of the provisions ofthis article, the buyer will owe a fine of 10%of the outstanding claim at the time of theviolation, without prejudice to the provisionsof article 10, paragraph 6.5. The buyer can agree with a third party thatthe latter will pay the purchase price for himand that he will be subrogated to Pastoe'sclaim for this. In the event of payment by athird party, who is subrogated to thePastoe's claim, the retention of title asdescribed in this article does not lapse.6. In the event of subrogation as referred to inparagraph 5, Pastoe transfers the reservedownership of the goods for which the thirdparty has paid the purchase price to thesubrogated third party. From the time ofsubrogation, the buyer keeps the describeditems for the subrogated third party.7. Subrogation in the claim by and transfer ofthe reserved ownership to a third party asreferred to in paragraphs 5 and 6 does notaffect the buyer's right to sue the seller in theevent that Pastoe fails in any way to complywith the agreements concluded betweenthem.article 6 the delivery time1. The specification of the delivery time isapproximate. Pastoe undertakes to adhereto the stated delivery time as much aspossible, but is not liable for theconsequences of exceeding the deadline,which it could not reasonably haveprevented. Such exceeding does not obligePastoe to pay any compensation, nor does itgive the buyer the right to dissolve theagreement.2. If it is expressly provided at the time ofentering into the agreement that the deliverymust take place before or in a specific week,if the delivery period is therefore an essentialpart of the agreement, the consequences forthe buyer resulting from exceeding thepastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 4
delivery period are for the account of thebuyer. seller, without prejudice to the buyer'sright to dissolve the agreement.3. If the probable delivery time referred to inparagraph 1 of this article is exceeded,Pastoe will be granted a further period inwhich to deliver the delivery time in article 6as yet. This further term is equal to theoriginal expected delivery time with amaximum of one month. If this further term isexceeded, the buyer has the right to dissolvethe agreement without notice of default orjudicial intervention and/or to demandcompensation.article 7 complaints1. Any complaints must be brought to thenotice of Pastoe in writing using theappropriate Pastoe service form. Complaintswill only be processed if they areaccompanied by supporting photo material.Under penalty of inadmissibility, thecomplaint must be submitted in writingimmediately after the circumstances givingrise to the complaint have come to theattention of the buyer. Each delivery is to beregarded as a separate transaction, i.e.complaints relating to a specific delivery haveno influence on previous or subsequentdeliveries.2. Under penalty of any complaints beinginadmissible, the buyer must check thegoods for visible defects immediately afterreceipt. If a defect is found, Pastoe must benotified of this in writing immediately, but atthe latest within seven days.3. Complaints on goods delivered by Pastoethat have already been resold by the buyerwill only be processed if they are submittedin writing by the buyer, preferably by meansof a fully completed service form put intocirculation by Pastoe.4. If there is a (partial) exchange of the orderthat is already in use, the buyer must pay forthe entire order within the stipulated term.The exchange is covered by the warranty. Aninvoice will again be sent for the replacementorder. As soon as the exchange has takenplace and the complained goods have beenreturned to Pastoe, the buyer will receive acredit note.5. If a buyer has made a complaint in time andthe order is not in use by the customer, therelevant payment term will be extended untilthe dispute has been settled, or if that is notpossible, until a judgment has beenrendered.6. In the event of an alleged attributableshortcoming, or in other cases, the goodscan only be returned by the buyer afterPastoe has agreed to this in writing. If Pastoedoes not respond within seven days of awritten request to that effect from the buyer,it will be deemed to have agreed. If the sellerdoes not agree, he must substantiate hisrefusal. Return shipments without suchwritten agreement do not affect theobligation to pay the invoice amounts, whilethe costs arising therefrom are for theaccount of the buyer.7. Should a buyer fail to observe the obligationsunder this clause, including the observanceof the seven day complaint period, then thebuyer's right to complain expires.pastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 5
8. Any complaints about the height or contentof an invoice should be raised within sevendays of sending the invoice. When this termlapses, the buyer's right to complain aboutthe invoice expires.article 8 guarantee1. Pastoe grants a guarantee to the buyer andthe first user for the furniture delivered by it,counting from the date of invoice to thebuyer, insofar as it concerns defectsattributable to the seller, which becomeapparent during normal use, this on thebasis of the following depreciation:a. 0-3 years after the invoice date: thecosts of repair or replacement,including freight, are 100% at theexpense of Pastoe;b. 3-5 years after the invoice date:75% of the costs of repair orreplacement, including freight, willbe borne by Pastoe;c. 5-8 years after the invoice date:50% of the costs of repair orreplacement, including freight, willbe borne by Pastoe;d. 8-10 years after the invoice date:25% of the costs of repair orreplacement, including freight, willbe borne by Pastoe;The aforementioned periods may beexceeded by a maximum of four months ifthe furniture was put into use after theinvoice date.2. Injudicious treatment of or insufficient carefor the delivered goods excludes anycomplaint and makes guarantees void, if andinsofar as the complaint is related to thatinjudicious treatment or insufficient care.article 9 limitation of liability1. To the extent permitted by law, Pastoe'sliability for damage caused by defects in thedelivered goods is limited to the net invoiceamount of the delivered goods, unless theconsequences of this exoneration aredemonstrably unreasonably onerous for thebuyer.2. Pastoe is never liable for indirect damage,including damage caused by third parties orloss of profit, unless the consequences ofthis exoneration are demonstrablyunreasonably onerous for the buyer.3. Pastoe is expressly never liable for damageas a result of the assembly of its goods notin accordance with the assembly instructionssupplied by Pastoe.article 10 non-attributable shortcoming1. If Pastoe is hindered in the execution of theagreement due to mobilization, danger ofwar, war, strike, exclusion or due to anon-attributable shortcoming of anothernature, it is not bound by any term and isalso authorized to cancel the agreementpastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 6
concluded by it in whole or in part. withoutthe need for any legal action. Pastoe mustimmediately notify the purchaser of theoccurrence of the circumstances of thenon-attributable shortcoming.2. If the buyer is unable to perform theagreement due to a non-attributableshortcoming, the consequence is, of course,that he cannot be forced to comply with it.The buyer must immediately notify Pastoe ofthe occurrence of the circumstances of thenon-attributable shortcoming.3. In all cases of a non-attributableshortcoming, the other party will have theright to dissolve the agreement, if it cannotreasonably be expected to continue theagreement.article 11 the payment1. Unless otherwise agreed, all payments mustbe received by Pastoe in net cash, withoutany set-off, within 30 days of the invoicedate. In the event that the delivery takesplace after the invoice date, the day ofdelivery will be the invoice date.2. Any credit notes will be settled with the nextinvoice, but no later than within one month.3. Invoices regarding returned goods are onlycredited after the goods have been returnedto Pastoe. This also applies to service,complaint and warranty goods.4. From the moment that payment has to bemade, the buyer owes an interest paymentof 1% of the invoice amount for each monthor part of the month by which the due dateis exceeded, with a maximum of 10% peryear.5. The buyer is in default by the mere expiry ofthe payment term or the failure to fulfill anyobligation, but Pastoe will give a writtenwarning once before taking furthermeasures.6. In the event of non-payment of any amountdue, suspension of payments, application forsuspension of payments, bankruptcy orliquidation of the buyer's business, Pastoe isentitled to cancel the agreement, or that partthereof, which has not yet been concludedat that time. performed, without further adoand without any judicial intervention beingrequired, to dissolve and to reclaim thegoods not yet paid for, without prejudice tohis right to compensation for any loss thatmay arise for him as a result of this. In thesecases, any claim that Pastoe has against thebuyer is immediately due and payable atonce.7. By the mere conclusion of the purchaseagreement, the buyer is obliged to pay allextrajudicial costs, including the costs oflegal assistance and advice prior to theprocedure, in connection with the buyer'sfailure to fulfill any obligation towards Pastoe,regardless of the 3 of this article the interestpayment.8. If not paid on the due date, the costsreferred to in paragraph 6 include postagefor letters of formal notice, the costs chargedby those charged by the seller with thecollection, etc.pastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 7
article 12 applicable law and competent court1. All offers, agreements and theirimplementation are exclusively governed byDutch law.2. All disputes, insofar as they exceed thecompetence of the sub district court, will besettled by the court in the district wherePastoe is located.pastoe bvsleepboot 43991 cn houteninfo@pastoe.com230101 General term and conditions Pastoe 8