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GENERAL TERMS & CONDITIONS

Contents
Article 1 - Definitions
Article 2 - Identity of the merchant
Article 3 - Applicability
Article 4 - Offers / Contract
Article 5 - Prices
Article 6 - Delivery
Article 7 - Complaints
Article 8 - Retention of title
Article 9 - Invoicing / Payment
Article 10 - Liability
Article 11 - Force Majeure
Article 12 - Default / Termination
Article 13 - Transfer / Lapse
Article 14 - Disputes / Applicable law
Article 15 - Changes

Article 1 - Definitions
In these general terms & conditions, the terms listed below have the following meaning:
Customer: any natural or legal person who has a contractual relationship with Inno Slide pursuant to
a purchase agreement or other type of agreement concluded and/or to be concluded with Inno Slide.
In particular, 'customer' also includes the person for whose account and on whose instructions or by
whose actions products and/or services are supplied.
Day: a calendar day.
Continuing performance contract: an agreement that covers the regular delivery of products and/or
services during a certain period.
Durable data carrier: any means - including email - that enable the customer or Inno Slide to store
information that is addressed to him personally, in a way that future consultation or use during a
period that is tailored to the purpose for which the information is intended, and that unaltered
reproduction of the stored information is possible.
Merchant: the natural or legal person products that offers products and/or services to customers at a
distance, hereinafter also called "Inno Slide".
Distance contract: an agreement that is concluded between Inno Slide and the customer within the
framework of an organised system for the distance selling of products and/or services, whereby up to
and including the conclusion of the contract, use is exclusively made of one or more means of distance
communication.
Means of distance communication: means that can be used for concluding a contract, without the
customer and merchant simultaneously being together in the same space.


Article 2 - Identity of the merchant
Inno Slide B.V.
Business address: Taanderijstraat 19, 3133ET, Vlaardingen, Netherlands
Telephone number: +31 (0) 10 261 9600
Availability: Monday to Saturday from 8.00 to 17.00 hours
Internet site: www.innoslide.com
Email address: info@innoslide.com
Chamber of Commerce number: 71561560
VAT number: NL858763424B01
Bank account: NL50 TRIO 0379 4052 29


Article 3 - Applicability
These general terms & conditions apply to every offer by Inno Slide and to all agreements entered into
by Inno Slide with the customer, however named. In particular, these conditions also apply to
agreements entered into by Inno Slide for the supply of products and services to customers of Inno
Slide. Applicability of the customer's general terms & conditions is expressly rejected.
2. Deviations from these general terms & conditions are only possible if and insofar as Inno Slide has
expressly agreed thereto or if such has been agreed in writing with Inno Slide. If the present conditions
are tacitly or explicitly deviated from on one or more occasions, the customer cannot derive any rights
therefrom with regard to subsequent agreements.
3. Where these general terms & conditions refer to (delivery of) products, this also includes the
performance of services and work of any nature whatsoever.
4. The general terms & conditions are provided to the customer prior to the conclusion of the contract
and can be consulted at all times on the website of Inno Slide: www.innoslide.com. The general terms
& conditions shall be sent free of charge on request.


Article 4 - Offers / Contract
1. The order given to Inno Slide constitutes an offer. Inno Slide shall accept this offer as soon as it has
been confirmed in writing by Inno Slide or Inno Slide has commenced the actual execution of the offer
in another manner known to the customer.
2. The contract shall be concluded as soon as Inno Slide has accepted the offer, which acceptance binds
the customer. Acceptance may be made expressly or tacitly. Tacit acceptance shall be deemed to have
taken place if the customer is not informed by Inno Slide in writing within five days of receipt of an
order that the order has not been accepted.
3. Any contract entered into with Inno Slide shall contain the condition subsequent or condition
precedent - at the discretion of Inno Slide - that Inno Slide can, exclusively at the discretion of Inno
Slide, confirm the adequate creditworthiness of the customer; Inno Slide shall for this reason be
entitled to refuse a customer's order.
4. Inno Slide is entitled to demand that the customer provides security for the fulfilment of his
obligations, particularly after the contract has been concluded. If the security required by Inno Slide is
not provided, Inno Slide may suspend performance of its obligations and/or terminate the contract
without judicial intervention, without prejudice to any other rights that Inno Slide may have under the
provisions of common law..
5. Information relating to the products sold, such as characteristics, quality, colour, etc., as well as
information in printed matter, drawings, illustrations, samples, etc., provided by Inno Slide with the
offer, shall be provided to the best of its knowledge and with the greatest care, but may never be
regarded as binding.
6. Inno Slide may in exceptional cases, at the discretion of Inno Slide, consent to the cancellation of an
order. Such consent shall then have to be given in writing. If the customer cancels an order, all costs
incurred, as well as damages and interest, shall be charged to the customer.
7. Agreements and/or commitments made by employees of or on behalf of Inno Slide shall only be
binding on Inno Slide if these agreements and/or commitments have been expressly confirmed in
writing by directors of Inno Slide with representative authority.
8. Inno Slide reserves the right to refuse orders without stating reasons. Such refusal shall never give
rise to any right to compensation.
9. Subject to the express written consent of Inno Slide, customers are prohibited from transferring any
rights or obligations arising from contracts concluded with Inno Slide to third parties, including
companies affiliated with them.


Article 5 - Prices
1. Unless expressly stated otherwise, prices are stated in euro, excluding VAT, are based on Inno Slide's
minimum delivery quantities, excluding packaging and transport costs, which are at the customer's
expense.
2. Unless otherwise stipulated when the contract was concluded, the prices and delivery conditions
set out in Inno Slide's computer files and applicable to the customer concerned on the day of delivery
shall apply.
3. Inno Slide shall state the quantities or weights delivered on a delivery document. If the customer
does not object within 24 hours of receipt, the quantity or weight stated on the delivery document
shall be deemed to accurately reflect the products delivered.
4. All agreed prices are binding unless, after the offer, one of the factors determining the cost price of
the products changes in the period between the time of the offer and the time of delivery and Inno
Slide has little to no power to influence the resulting price increases. In such cases, Inno Slide shall be
entitled to adjust the agreed price accordingly, regardless of whether or not the cost price increase
was foreseeable at the time of the offer, with due observance of the relevant statutory provisions.
5. If the price increase referred to in the previous paragraph is 10% or more, the customer shall be
entitled to cancel the relevant contract without penalty, but without any right to compensation. If the
products have already been delivered, they shall be retrieved as soon as possible after cancellation at
the expense of Inno Slide. However, the customer shall remain fully liable for any deterioration,
damage, theft, etc. until the products are retrieved.


Article 6 - Delivery
1. Delivery of the products shall be made to the location where the customer's business is located.
2. In case of delivery of the products sold to the customer's address, the delivery dates stated by Inno
Slide shall never be considered to be firm dates, unless expressly agreed otherwise in writing. The
delivery periods specified by Inno Slide shall commence at the time the contract is concluded and Inno
Slide is in possession of all the information necessary for the performance of the order. Delays in
delivery shall not entitle the customer to terminate the contract or to claim damages, unless Inno Slide
has exceeded the limits of reasonableness in this respect. Delivery times may be extended and/or
orders placed may be suspended by the period during which the customer has not paid Inno Slide any
amount that has become due or payable.
3. In case of delivery of the products at the customer's address, Inno Slide shall determine the method
of transport. The customer shall immediately take receipt of the products. The customer shall ensure
that the loading and unloading place is sufficiently and easily accessible and shall facilitate the shortest
possible waiting time. The transport or relocation of the products within the customer's premises in
any way is never included.
4. The delivery of ordered products in parts is permitted. Inno Slide is entitled to invoice the customer
immediately for products already delivered.
5. If and as soon as the products sold are made available to the customer at Inno Slide's address (or, if
the customer does not take immediate receipt of the products, by Inno Slide's mere notification that
the products sold have been set apart), the risk thereof shall pass to the customer.
6. In case of delivery of the products sold to the customer's address, they are loaded, transported and
unloaded at the risk of Inno Slide. As soon as the products to be delivered are unloaded at the
customer's company, the related risk is transferred to the customer. If the customer requests that the
products be delivered in a manner other than the usual manner, Inno Slide may charge the customer
for the costs involved.
7. The customer shall take receipt of the products ordered and delivered and promptly pay in
accordance with the agreed payment terms without any claim for discount or compensation. The
customer confirms receipt of the products by paying the invoice amount or signing a packing note. If
the customer fails to fulfil his obligation to take receipt of the products or make payment, Inno Slide
shall be entitled to terminate the agreement without judicial intervention being required.
8. Products delivered incorrectly by Inno Slide may only be returned if they are accompanied by a
return receipt issued by Inno Slide and which products shall meet the following conditions:

  • a copy of the delivery document, the date of which is not older than 7 days;

  • are in their original, unopened packaging;

  • are not priced by the customer;

  • belong to the normal Inno Slide product range;

  • are in a good condition and can be resold at normal prices.

9. If Inno Slide is obliged by the customer or by the government to take back packaging, residual
materials and the like upon delivery of the products, the related costs, including any costs of
destruction, shall be borne by the customer.


Article 7 - Complaints
1. When taken receipt of the products, the customer shall check that the delivery corresponds to the
order placed. The customer shall immediately report any visible damage or defects (including
shortfalls) that can already be observed on acceptance at one of Inno Slide's sales premises. If the
customer opens, breaks or damages packaging or products before they have been paid for, the
customer shall purchase and pay for the products in question.
2. On delivery of the products to the customer's address, any visible damage, defects or shortfalls shall
be reported by the customer to Inno Slide in writing (by post, fax or email) on the consignment note
or the delivery document, or in any other direct manner, failing which full proof will be provided that
the customer has in any event received the products in a sound and undamaged condition upon
delivery.
3. Any right of action of the customer against Inno Slide relating to delivery errors or defects in or to
products delivered by Inno Slide shall irrevocably lapse as soon as the aforementioned time limits for
complaints have expired, as well as in situations in which the customer does not cooperate sufficiently
with Inno Slide in investigating the merits of the complaints. The products to which complaints relate
shall remain available to Inno Slide for possible inspection in the condition in which the products were
at the time the defects were discovered. The right to complain shall lapse after the customer has put
the delivered products into use, has processed or processed them, or has had them put into use,
processed or processed, or has supplied them to third parties, unless Inno Slide has given its express
permission for such or unless they are durable consumables covered by a manufacturer's warranty.
4. If a complaint proves to be well-founded and the aforementioned procedures for notifying Inno Slide
of complaints have also been complied with, Inno Slide shall, at its discretion, either repair the defect
or supply a replacement product as soon as possible or, if the purchase price for the product in
question has already been invoiced, credit the amount corresponding to the complaint. The customer
shall never be able to claim any compensation from Inno Slide in respect of such situations; Inno Slide's
liability shall be limited to the value of the products delivered in respect of which a complaint has been
made.
5. Complaints do not entitle the customer to suspend payment of the relevant invoice, while
compensation is expressly excluded by Inno Slide. The maximum period for complaints regarding
invoices sent by Inno Slide is 8 days from the date of receipt. If no objection has been made to the
invoice within this period, it shall be deemed to correctly reflect the underlying transaction(s) with
Inno Slide and to have been approved by the customer.


Article 8 - Retention of title
1. Inno Slide shall retain ownership of the products delivered until receipt of full payment of the
purchase price due, including any interest and costs. The products delivered by Inno Slide to the
customer are delivered under the conditions precedent of full payment of the purchase price, interest
and costs by the customer. After full payment, the ownership of the delivered products is transferred
to the customer; payments are always deemed to relate to the oldest claimable invoice.
2. All products in the possession of the customer, originating from Inno Slide, are always considered to
be the same as those stated on the unpaid invoices, provided that the quantity of products in the
possession of the customer does not exceed the quantities stated on the unpaid invoices, according to
type and composition.
3. The customer is not entitled to pledge the unpaid products, to directly or indirectly establish a nonpossessory pledge thereon or to directly or indirectly establish any other real right thereon on behalf
of a third party.
4. The customer is permitted to dispose of the products delivered but not yet paid for, exclusively in
the course of his normal business activities, unless Inno Slide has ordered the customer in writing to
immediately make the products delivered available to Inno Slide.
5. The customer now for then grants Inno Slide the right to enter all places where the products
delivered by Inno Slide are located, in order to enable Inno Slide to exercise its rights of ownership and
to retrieve the unpaid products. Retrieving its products in this way does not affect Inno Slide' right to
claim compensation from the customer for damage or costs incurred as a result of the nonperformance attributable to the customer.


Article 9 - Invoicing / Payment
1. The products and services supplied shall be exclusively invoiced according to name and customer
number. Unless expressly agreed otherwise, payment of the final amounts of Inno Slide's sales invoices
shall be made within 14 days of the invoice date.
2. The aforementioned method of payment may only be deviated from if and insofar as Inno Slide has
explicitly informed the customer of a different method of payment in writing. In such cases, all
payments shall be made within the payment period stated in the notification, calculated from the
invoice date.
3. The payment term notified to the customer shall be deemed to be a strict deadline. In the case of
payment by bank transfer or direct debit, the credit value date of Inno Slide's account will be
considered the day of payment. The customer is not entitled to apply any discount or compensation
to such payments to Inno Slide.
4. If the customer has not paid in full or in time in accordance with the foregoing, he shall be in default
without any further notice of default or summons being required, and Inno Slide shall be entitled to
charge the customer a daily interest rate equal to a maximum of 4.25% per annum above the euro
base rate, as applied at the time of calculation by the majority of the Dutch central banks, divided by
a factor of 365, rounded to two decimal places.
5. All costs relating to the collection of amounts due, in particular the extrajudicial costs, shall be borne
by the customer. The extrajudicial costs are set at a minimum of 15% of the principal due, with a
minimum of € 50 and without prejudice to Inno Slide's right to charge the customer further reasonable
costs.
6. Any payment by the customer shall first serve to pay the interest due and then to pay the costs of
collection, with the exception of legal costs. Only after payment of these amounts shall any payment
by the customer be deducted from the outstanding principal, the first of which shall be debited from
the oldest outstanding claim, regardless of any description that the customer may have given to the
payment.
7. Inno Slide shall be entitled to set off any amounts due or to be claimed against the customer against
any current or future amounts owed by Inno Slide to the customer.


Article 10 - Liability
1. Inno Slide exclusively accepts the statutory obligation to pay compensation if and insofar as the
customer proves that the damage was caused by intent or gross negligence on the part of Inno Slide.
The resulting liability for damage is expressly limited to the amount of the order that led to the damage.
2. Any further liability of Inno Slide for damage, including but not limited to liability for employees and
auxiliary persons, is excluded on any account whatsoever, including all direct and indirect damage,
such as consequential or trading loss. Furthermore, the customer shall indemnify Inno Slide against all
third-party claims in respect of any damage suffered or to be suffered by such third party or parties,
with due observance of all provisions of this article.
3. Inno Slide accepts no liability for the possible consequences of products being out of stock.
4. If, in the opinion of Inno Slide, it is obliged to take measures or to cooperate in recall actions initiated
by producers to prevent (further) damage resulting from claims by consumers on the grounds of a
defect in the products supplied, the customer shall cooperate in such measures and, if necessary or
desirable, comply with Inno Slide claim against the producer.


Article 11 - Force majeure
1. Force majeure is defined as any circumstance beyond the control of Inno Slide which is of such a
nature that Inno Slide cannot reasonably be required to comply with the contract (so-called nonattributable failure). Force majeure includes: mobilisation, war and the threat of war, riots, strikes,
acts of terrorism, demonstrations, lack of personnel, operational and transport disruptions of any kind,
default by suppliers and suppliers, epidemics, obstacles caused by measures, laws or decisions of
international, national or regional (government) bodies, fire, explosion, frost, snow nuisance, flooding,
storm damage and other natural disasters.
2. If Inno Slide is unable to perform the contract on time due to force majeure, Inno Slide shall be
entitled to perform the agreement at a later date or to consider the agreement terminated, at the
election of Inno Slide. In such cases, Inno Slide shall be entitled, entirely at the discretion of Inno Slide,
to terminate the contract after a reasonable period of time, without any obligation to pay
compensation, or to demand that the contract be adapted to the circumstances.


Article 12 - Default / Termination
1. Without prejudice to the provisions of the Dutch Civil Code, Inno Slide is also entitled to suspend
the agreement concluded or to terminate it in whole or in part in the event of default by the customer,
at the discretion of Inno Slide. Inno Slide hall then be entitled to compensation for all damage suffered
by Inno Slide.
2. Inno Slide shall also have the rights referred to in paragraph 1 of this article if the customer is
declared bankrupt, if the customer has applied for a suspension of payments or a judicial debt
rescheduling arrangement, if attachment is imposed on his immovable property, if his company has
gone into liquidation or has been or will be taken over by a third party or parties, or if the customer
intends to take up residence outside the Netherlands. In all such cases, all claims that Inno Slide has
against the customer shall be immediately due and payable.


Article 13 - Transfer / Lapse
1. Inno Slide is authorised to transfer all or part of its rights under contracts to third parties.
2. Any claim against Inno Slide lapses if no legal action is brought against Inno Slide within 12 months
of receiving notification of the claim.


Article 14 - Disputes / Applicable law
1. Contracts between Inno Slide and the customer are governed exclusively by Dutch law.
2. Disputes between the customer and Inno Slide regarding the conclusion or performance of contracts
regarding products and/or services (to be) delivered by Inno Slide can, except where prevented by
mandatory law, only be submitted to the competent court in the district where Inno Slide has its
(registered) office.


Article 15 - Changes
Inno Slide is entitled to unilaterally change these general terms & conditions. Inno Slide shall in that
case inform the customer of the changes in a timely manner. At least one month will be maintained
between this notification and the entry into force of the changed conditions.